Common use of Compliance with Anti-Money Laundering Laws Clause in Contracts

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 4 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

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Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Sxxxx Shops/St. Hxxxx Shops Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Mortgage Loan Name as Identified on Exhibit A Policy Issuer Shawnee Square Steadfast Insurance Company Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. C-32-3-2 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. None Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C10), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C10)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Loan# Mortgage Loan 30 Xxx Xxxxx Xxxxxxxxxx Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exh. C-32-3-1 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 Loan# Mortgage Loan 40 Xxxxxxxxx Xxxxx List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Loan# Mortgage Loan 21 Independence Park Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted Default with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER RBS FINANCIAL PRODUCTS INC. WFRBS Commercial Mortgage Trust 2013-C18 Commercial Mortgage Pass-Through Certificates, Series 2013-C18 FORM OF SECRETARY’S CERTIFICATE I, [_____], hereby certify that I am a duly elected and acting Assistant Secretary of RBS Financial Products Inc. (the “Company”), and certify further as follows:

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C18), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C18)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 Manhattan Hilton Garden Inn & Conference Center List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit EXHIBIT C-32-2 List of LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT Loan# Mortgage Loans with Permitted Mezzanine Debt None. Exhibit Loan 10 Xxxxxxx Xxxxxx XXXXXXX C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE None. Exhibit EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. OKC Industrial Portfolio Hilton Garden Xxxx Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 Loan# Mortgage Loan 13 Intercoastal Hotel Portfolio List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. None Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Loan# Mortgage Loan 2 RHP Portfolio II 4 Mxxxxxx Lxxxx Oxxxxx 0 Xxxxxxx & Co. Portfolio Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Loan# Mortgage Loan 20 Xxxxxxxxxxxx Xxxxx Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12)

Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed in Exhibit D to the Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 29 Philadelphia Marriott Downtown (5) Lien; Valid Assignment A portion of the Mortgaged Property (including approximately 210 of the 1408 related hotel rooms) is subject to a condominium regime. According to the estoppel certificate delivered by the number related condominium board (which condominium board is controlled by the related Mortgagor) in connection with the origination of the Mortgage Loan, the related representation and warranty set forth Mortgagors may be in default of the insurance requirements under the related condominium documents (which potential default the related borrower sponsor believes relates to the Mortgagors’ reliance on Exhibit C and insurance maintained through a blanket insurance policy, which is not expressly permitted or prohibited under the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreementcondominium documents). Representation Number on Exhibit C The Mortgage Loan Name documents require the Mortgagors to use commercially reasonable efforts to (i) amend the condominium documents to expressly permit blanket insurance policies to satisfy the insurance requirements thereunder, and Number as Identified on Exhibit A Description of Exception(ii) cause the condominium board to execute and deliver to the Mortgagee an estoppel certificate that does not include reference to any outstanding defaults by the Mortgagors under the condominium documents.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Benchmark 2024-V5 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V5 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions REGARDING INDIVIDUAL MORTGAGE LOANS CIBC INC. EXHIBIT I ID# Mortgage Loan Representation Exception 00 Xxxxx Xxxxx Xxxxxxxxxxxx Airport (5) Lien; Valid Assignment If the related Mortgagor desires to sell the related Mortgaged Property, its franchise agreement with Hyatt Franchising, L.L.C. (“Hyatt”), or substantially all of its assets or a controlling interest in the related Mortgagor at any time during the term of such franchise agreement, then the related Mortgagor must first give Hyatt the opportunity to acquire those rights on the terms provided in Mortgagor’s offer notice. If Hyatt notifies Mortgagor in writing that Hyatt does not intend to exercise its right of first offer, or fails to notify the related mortgagor of Hyatt’s decision within the thirty (30)-day period described above, then the related Mortgagor thereafter may offer the sale to any third party on terms no more favorable to that party than those offered to Hyatt. Pursuant to the representations Comfort Letter obtained from Hyatt, such right is subordinate to the exercise of Loan Seller’s rights under the Mortgage on the terms and warranties conditions set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit Exh. C-32-1-1 EXHIBIT C-32-2 List of LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT Loan# Mortgage Loans with Permitted Mezzanine Debt None. Exhibit Loan 4 White Mxxxx Mall 5 300 Xxxxx Xxxxxxx Xxxxxx 6 Cheeca Lodge & Spa EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit EXHIBIT C-43-1 List of LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE Loan# Mortgage Loans with Environmental Loan Policy Issuer 3 The Plant San Jxxx Indian Harbor Insurance None. Exhibit Co. EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein. Schedule 2-A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS Exhibit 1 ID# Mortgage Loan Representation Exception 19 MVP Midwest Portfolio (24) Local Law Compliance With respect to the Denver Xxxxxxx 1935 and the Denver Xxxxxxx 1963 Mortgaged Properties (the “Nonconforming Properties”), the use of surface parking lots are not permitted as a use by right in each case without having conducted any independent inquiry into such matters the applicable zoning district and without any obligation the related use is considered nonconforming. A zoning endorsement to do so (except (i) having sent to servicers servicing the Title Policy was received. Additionally, law and ordinance insurance was obtained. The related Mortgage Loans on behalf of Loan documents provide that a cash sweep event will occur and the Mortgage Loan Seller, if any, specific inquiries regarding will become full recourse in the matters referred event Mortgagor receives or otherwise becomes aware of any notice from or any other action by any applicable governmental authority (a) indicating such governmental authority intends to and pursue prohibitions preventing Mortgagor from operating the Nonconforming Property as a parking lot or (iib) as expressly set forth hereinevidencing that the applicable governmental authority intends to pursue a condemnation with respect to a Nonconforming Property (each a “Nonconforming Property Trigger Event”). List The Mortgagor’s recourse liability is limited to $1,047,226 in the event of Mortgage Loans with Current Mezzanine Debt Nonea Nonconforming Property Trigger Event. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of Finally, the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number documents require that any Nonconforming Property be released pursuant to a partial defeasance in the event Mortgagor receives or otherwise becomes aware of any notice from or any other action by any applicable governmental authority (a) indicating such governmental authority intends to pursue prohibitions preventing Mortgagor from operating the Nonconforming Property as Identified on Exhibit A Description of Exceptiona parking lot or (b) evidencing that the applicable governmental authority intends to pursue a condemnation with respect to a Nonconforming Property.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C33)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 Loan# Mortgage Loan 12 Southeast Grocery Portfolio 22 One Corporate Cxxxxx 0 & 0 00 Xxxxxxxxx Xxxxxxxxxxx List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans NoneLoan# Mortgage Loan 35 Academy Sports + Outdoors - Snellville 36 Academy Sports + Outdoors - Columbia Exh. C-32-3-1 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit EXHIBIT C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT None. Exhibit EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS Loan# Mortgage Loan 47 and Cross-Defaulted Mortgage Loans None. Exhibit 48 Country Club Park/Lincoln MHC EXHIBIT C-43-1 List of LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE Loan# Mortgage Loans with Loan Policy Issuer 00 Xxxxxx Xxxxx Xxxx Center Xxxxxxx Environmental Insurance None. Exhibit 53 Cimarron MHC Steadfast Insurance Company EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Loan# Mortgage Loan 71 and 72 Royal Oaks / Azalea Garden 88 and 89 Baton Rouge Self-Storage 1 / Baton Rouge Self-Storage 2 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this D to the Mortgage Loan Purchase Agreement. Representation Number on Exhibit C Annex A-1 ID# Mortgage Loan Name Representation Exception 17 Brewery Station (40) Environmental Conditions The related Phase I ESA identified the existence of an Environmental Condition relating to underground storage tanks and Number as Identified on Exhibit A Description waste management units formerly located at the Mortgaged Property. The Phase I ESA recommends that the Borrower continue compliance with California Department of ExceptionToxic Substance Control (“DTSC”) requirements until a case closure status has been granted to the Mortgaged Property. Pursuant to the Loan Documents, the Borrower is required to use best efforts to obtain a “No Further Action” letter from DTSC.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp), Mortgage Loan Purchase Agreement (COMM 2016-Ccre28 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. Haven Park Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Lamplighter MHC Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit Exh. C-32-2 1-1 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit Exh. C-32-3 2-1 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43Exh. C-32-3-1 List of Mortgage Loans with Environmental Insurance None. Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to None. Sch. C-1 EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER RBS FINANCIAL PRODUCTS INC. FORM OF SECRETARY’S CERTIFICATE I, Mxxx Xxxxxxx, hereby certify that I am a duly elected and acting Assistant Secretary of RBS Financial Products Inc. (the representations “Company”), and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number certify further as Identified on Exhibit A Description of Exceptionfollows:

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 Exhibit C-32-1 List of Mortgage Loans with Current Mezzanine Debt None. Exh. C-32-1-1 Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exh. C-32-2-1 Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exh. C-32-3-1 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance NoneLoan# Mortgage Loan 10 Xxxxxx Xxxxx 00 Xxxxxxxxxxx Xxxxxxxx Xxxxxx Xxx. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 1-1 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 2-1 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Loan# Mortgage Loan 73 and 74 Rite Aid Buffalo/Rite Aid Weirton C-32-3-1 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Bit O Home MHC/Liberty MHC Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 None List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit Exh. C-32-1-1 EXHIBIT C-32-2 List of LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT Loan# Mortgage Loans with Permitted Mezzanine Debt None. Exhibit Loan 1 RHP Portfolio III 2 Midtown I & II 7 Cumberland Mall 11 RHP Portfolio IV 14 Continental Plaza – Columbus EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS Loan# Mortgage Loan 60 and Cross-Defaulted Mortgage Loans None. Exhibit 00 Xxxx Xxxxx Xxxxxxxx Xxxxxx/Xxxxx Xxxxx Xxxxx EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE None. Exhibit EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Loan# Mortgage Loan 40 Xxxxxx Xxxxxx Xxx - Xxxxxxxx Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exh. C-32-3-1 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. 000 Xxxxx Xxxxxx and 000 Xxxx Xxxxxx 000 Xxxxx Xxxxxxx Xxxxxx Villa Hermosa Mobile Home Park Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Mortgage Loan Name as Identified on Exhibit A Policy Issuer Bimbo Bakeries Distribution Center Great American Insurance Company The Xxxxx – Autograph Collection Steadfast Insurance Company Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. 000 Xxxxx Xxxxxxx Xxxxxx SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 Town Pavilion List of Mortgage Loans with Permitted Mezzanine Debt None. aLoft Xxxxxx Xxxxxx Packaging Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Columbia Square Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Holiday Inn National Airport Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C11)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit Exh. C-32-2 1-1 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan# Mortgage Loan 3 Xxxxxxxxxx Xxxxxxx Xxxxxx 00 Xxxxx Xxxxxxxx Exh. Exhibit C-32-3 2-1 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans NoneLoan# Mortgage Loan 9 Cxxx Office Portfolio 29 Silgan Containers Manufacturing Corp. 43 Tower Automotive 47 U-Store Self Storage Portfolio 64 Devon Storage Exh. Exhibit C-43C-32-3-1 List of Mortgage Loans with Environmental Insurance NoneLoan# Mortgage Loan 43 Tower Automotive Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions REGARDING INDIVIDUAL MORTGAGE LOANS Exhibit 1 ID# Mortgage Loan Representation Exception 9 Extended Stay America Portfolio (25) Licenses and Permits With respect to the representations and warranties set forth below are listed by ESA Chicago Woodfield Mall Mortgaged Property, the number related zoning report indicated that there was no certificate of occupancy on file. With respect to the ESA Akron Xxxxxx East Mortgaged Property, the related zoning report is contradictory regarding whether all of the applicable permits have been obtained. The related representation borrowers are required, pursuant to a post-closing agreement to deliver updated zoning reports (the “Updated Zoning Reports”) no later than January 14, 2019. Within sixty days of receipt of any such Updated Zoning Report, the related borrowers are required to remediate any deficiencies noted therein. The failure of the borrower to deliver or remediate any of the deficiencies noted in the Updated Zoning Reports within the prescribed period (other than legal non-conformities) will constitute an event of default and warranty set forth on Exhibit C and a non-recourse carveout event under the mortgage related loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined documents.. 1, 9, 11, 20, 22, 31, 32 Google Xxxxxxxx Campus Phase I; Extended Stay America Portfolio; Rose Hill Plaza; One Sound Shore; Mama Shelter LA; Kohl’s – Centerville; Sperry Retail Portfolio II (26) Recourse Obligations The related loan agreements provide for recourse in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number event of “fraud or willful misrepresentation” as Identified on Exhibit A Description of Exceptionopposed to “intentional material misrepresentation”.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2018-H4), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2018-H4)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein. EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS STARWOOD MORTGAGE FUNDING III LLC EXHIBIT I ID# Mortgage Loan Representation Exception 25 Chicopee Village Townhomes (6) Permitted Liens; Title Insurance The Mortgaged Property is subject to affordable housing restriction agreements with The Commonwealth of Massachusetts and The City of Chicopee in connection with the HOME Investments Partnership Program (the “HOME Program”), in each case without having conducted any independent inquiry into such matters pursuant to which The Commonwealth of Massachusetts and without any obligation to do so (except The City of Chicopee provided debt financing for the development of the Mortgaged Property as affordable rental housing. The agreements generally require that (i) having sent to servicers servicing the Mortgage Loans on behalf Mortgaged Property be used for 290 units of the Mortgage Loan Selleraffordable multi-family rental housing, if any, specific inquiries regarding the matters referred to with eleven (11) of such units designated as HOME Program units and that (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number at least twenty percent (20%) of the related representation and warranty set forth on Exhibit C HOME Program units be leased exclusively to families whose annual income is less than fifty percent (50%) of the area median income and the mortgage loan name remaining HOME Program units be leased exclusively to families whose annual income is less than sixty percent (60%) of the area median income, subject to rental restrictions in accordance with the terms of the agreements. The agreements are scheduled to expire in 2036. In addition, the Mortgaged Property is subject to a tax credit regulatory agreement and number identified declaration of restrictive covenants in favor of the Commonwealth of Massachusetts made in connection with the allocation of low-income housing tax credits under Section 42 of the Internal Revenue Code of 1986. The agreement requires that one hundred percent (100.0%) of the residential units be reserved for tenants earning no more than sixty percent (60)% of the area median income, subject to rental restrictions in accordance with its terms. The agreement is scheduled to terminate on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C orDecember 31, if not defined therein, in this Agreement2025. Representation Number on Exhibit C The Mortgage Loan Name and Number as Identified on Exhibit A Description documents include a carve-out for losses arising from the Mortgagor’s being in default beyond the expiration of Exceptionany applicable notice, cure or grace period under any of the foregoing agreements.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C23)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit Exh. C-32-2 1-1 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit Exh. C-32-3 2-1 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans NoneLoan# Mortgage Loan 37 and 38 Athens Town Center/Cordele Corner Exh. Exhibit C-43C-32-3-1 List of Mortgage Loans with Environmental Insurance NoneLoan# Mortgage Loan Insurer 50 Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Insurance Co. Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None110-34 73rd Owners Corp. The Mortgage Loan is cross-defaulted with a subordinate credit line mortgage in the original principal amount of $300,000.00. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number As of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall Cut-off Date, no advances have the meanings set forth in Exhibit C or, if not defined therein, in this Agreementbeen made under such subordinate credit line mortgage. Representation Number on Exhibit C 1155 Ocean Apt. Corp. The Mortgage Loan Name and Number as Identified on Exhibit A Description is cross-defaulted with a subordinate credit line mortgage in the original principal amount of Exception$500,000.00. As of the Cut-off Date, no advances have been made under such subordinate credit line mortgage. 000-00-00 85th Ave. Owners Corp. The Mortgage Loan is cross-defaulted with a subordinate credit line mortgage in the original principal amount of $350,000.00. As of the Cut-off Date, no advances have been made under such subordinate credit line mortgage.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES None. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER XXX XXXXX XXXX XX XXXXXXXX XXX XXXXX Commercial Mortgage Trust 2013-C13 Commercial Mortgage Pass-Through Certificates, Series 2013-C13 FORM OF SECRETARY’S CERTIFICATE I, [ ], the duly elected and acting Assistant Secretary of RBS Securities Inc. (“RBSSI”) as agent for The exceptions to Royal Bank of Scotland plc, a public limited company (the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or“Company”), if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number hereby certify as Identified on Exhibit A Description of Exceptionfollows:

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 1-1 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan# Mortgage Loan 8 DoubleTree New Orleans 40 Xxxxxxx Xxxxx Xxxxxxxx 00 XXX Xxxxxxxx Xxx. Exhibit C-32-3 2-1 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans NoneLoan# Mortgage Loan 24 and 33 SpringHill Suites Alexandria/Holiday Inn Express Alexandria Exh. C-32-3-1 Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 0 Xxxx Xxxxx Portfolio Schedule B-1 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 17 Staybridge Suites Lubbock Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit Exh. C-32-1-1 EXHIBIT C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT None. Exhibit EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE None. Exhibit EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to None. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER RBS FINANCIAL PRODUCTS INC. WFRBS Commercial Mortgage Trust 2013-C12 Commercial Mortgage Pass-Through Certificates, Series 2013-C12 FORM OF SECRETARY’S CERTIFICATE I, [_____], hereby certify that I am a duly elected and acting Assistant Secretary of RBS Financial Products Inc. (the representations “Company”), and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number certify further as Identified on Exhibit A Description of Exceptionfollows:

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C12)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 8 000 Xxxxxxx Xxxxxx Schedule B-1 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 16 Stonebrook Apartments Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException 7 (Permitted Liens; Title Insurance) 000 Xxxxxxx Xxxxxx (Loan No. 8) The sole tenant at the Mortgaged Property, Facebook, Inc., has a right of first refusal to purchase the Mortgaged Property if the Borrower receives an offer to purchase the Mortgaged Property from a “Facebook Competitor.” Pursuant to Facebook, Inc.’s lease, a Facebook Competitor is currently defined as (i) Alphabet Inc., (ii) Apple Inc. and (iii) Microsoft Inc. This list of Facebook Competitors may be updated once each calendar year, provided that (a) the list of Facebook Competitors may only list up to three (3) entities at any time and (b) those entities must be in a similar industry which offers a similar product or service as Facebook, Inc. The right of first refusal does not apply to (a) a sale of the Mortgaged Property through a foreclosure by a trustee’s power of sale, judicially or by accepting a deed-in-lieu of foreclosure, or as a purchaser at a foreclosure sale or (b) a sale to any party other than a Facebook Competitor. In addition, in the event of a proposed sale of the Mortgaged Property to an unaffiliated, third party, the borrower is required to (i) deliver to Facebook, Inc. written notice of any such proposed sale (the “Notice of Purchase Opportunity”) and (ii) not enter into a binding agreement to sell the Mortgaged Property for a period of at least thirty days after delivery of the Notice of Purchase Opportunity, provided that the borrower is under no obligation whatsoever to enter into negotiations with Facebook, Inc. for the purchase and sale of the Mortgaged Property during this time. Facebook, Inc.’s right to a Notice of Purchase Opportunity does not apply to a sale of the Mortgaged Property through a foreclosure by a trustee’s power of sale judicially or by accepting a deed-in-lieu of foreclosure, or as a purchaser at a foreclosure sale 7 (Permitted Liens; Title Insurance) Sacramento Natural Foods (Loan No. 32) The sole tenant at the Mortgaged Property, Sacramento Natural Foods, has a right of first refusal to purchase the Mortgaged Property in the event of a proposed sale of the Mortgaged Property to a third party. Pursuant to a recorded Subordination and Non-Disturbance Agreement, the right of first refusal does not apply to a transfer of the Mortgaged Property in connection with a foreclosure, deed-in-lieu of foreclosure or the first sale thereafter. 7 (Permitted Liens; Title Insurance) Albertsons Aurora (Loan No. 35) The sole tenant at the Mortgaged Property, New Albertsons, has a right of first refusal to purchase the Mortgaged Property effective at any time on or after January 18, 2022 in the event of a proposed sale of the Mortgaged Property to a third party. Pursuant to the Albertsons’ lease, the right of first refusal does not apply to a transfer of the Mortgaged Property in connection with a foreclosure or deed-in-lieu of foreclosure, but does apply to a subsequent sale thereafter.

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (Benchmark 2018-B5 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2018-B5 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit EXHIBIT C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT None. Exhibit EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE None. Exhibit EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit EXHIBIT C-32-2 List of LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT Loan# Mortgage Loans with Permitted Mezzanine Debt None. Exhibit Loan 22 000 Xxxxxxxx Xxxxxx EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE None. Exhibit EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . Schedule 2-A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS Annex A-1 ID# Mortgage Loan SellerRepresentation Exception 29 Hxxxxxx Xxx - Xxxxxxxxxx (00) Acts of Terrorism Exclusion If TRIA is not in effect, if anythe Mortgagor is not required to pay annual premiums in excess of an amount equal to two times the premium for a separate “Special Form” or “All Risks” policy or equivalent policy insuring only the Mortgaged Property on a stand-alone basis (including, specific inquiries regarding without limitation, the matters referred property and loss of rents and/or business interruption insurance required under the related Mortgage Loan documents) at the time that any terrorism insurance is excluded from an applicable policy in order to and (ii) as expressly set forth herein)obtain terrorism insurance, but the Mortgagor is obligated to purchase the maximum amount of terrorism insurance available with funds equal to such amount. List of Mortgage Loans with Current Mezzanine Debt NoneSch. Exhibit C-322-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32A-1 Schedule 2-3 B List of Cross-Collateralized and or Cross-Defaulted Mortgage Loans None. Exhibit C-43Sch. 2-1 List of B-1 Schedule 2-C Mortgage Loans with Environmental Insurance Existing Mezzanine Debt None. Exhibit C-47Sch. 2-1 List of C-1 Schedule 2-D Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside respect to which Mezzanine Debt is permitted in the Mortgage Pool future None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this AgreementSch. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception2-D-1 EXHIBIT 3 FORM OF XXXX OF SALE

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C31)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS Exhibit 1 ID# Mortgage Loan Representation Exception 15 Victory Xxxx-Xxxxx Portfolio (5) Liens; Valid Assignment and (6) Permitted Liens; Title Insurance With respect to each of the Xxxxx Crossing Mortgaged Property, the 29 North Shopping Center Mortgaged Property and the Greenbrier Station Mortgaged Property, Xxxx-Xxxxx, which is the largest tenant at each such Mortgaged Property, has a right of first refusal to purchase such Mortgaged Property. Pursuant to subordination, non-disturbance and attornment agreements, Xxxx-Xxxxx has agreed with respect to each such Mortgaged Property that such right of first refusal will not apply to any foreclosure sale, transfer by deed-in-lieu of foreclosure or similar transfer of the Mortgaged Property by the lender or its nominee or any subsequent transfer or sale of the Mortgaged Property by the lender or its nominee. 8, 15, 21, 24, 30, 43, 49, 53 All MSMCH Mortgage Loans (16) Insurance The Mortgage Loan documents may allow the Mortgagor to obtain insurance from an insurer that does not meet the required rating if it obtains a “cut through endorsement” from an insurance company that meets the required rating. The Mortgage Loan documents may also allow the Mortgagor to obtain insurance from an insurer that does not meet the required rating if a parent company that owns at least 51% of the insurer has the required rating and use of such insurance is approved by the rating agencies. The threshold for the lender having the right to hold and disburse insurance proceeds may be based on 5% of the original principal amount rather than 5% of the outstanding principal amount. In addition, all exceptions to the representations and warranties Representation 29 set forth below herein for all MSMCH Mortgage Loans are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in also exceptions to this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception16.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2021-L7)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. None Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance NoneNone Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool NoneNone Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException Sch. C-1 EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER RBS FINANCIAL PRODUCTS INC. WFRBS Commercial Mortgage Trust 2012-C10 Commercial Mortgage Pass-Through Certificates, Series 2012-C10 FORM OF SECRETARY’S CERTIFICATE I, [_____], hereby certify that I am a duly elected and acting Assistant Secretary of RBS Financial Products Inc. (the “Company”), and certify further as follows:

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C10)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, “Mortgagee” shall mean the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Loan # Mortgage Loan 14 Crossroads Shopping Center 27 Xxxxxxxxx Portfolio Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc20)

Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed in Exhibit D to the Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 0 Xxxxxxx & Xxxxxx Xxxxxx (5) Lien; Valid Assignment (6) Permitted Liens; Title Insurance The largest tenant, Xxxxxx Foundation Health Plan, Inc., has a right of first refusal to purchase the related Mortgaged Property if the landlord offers to sell or lease the Mortgaged Property. Pursuant to a subordination, non-disturbance and attornment agreement, such right will not be exercisable in connection with an exercise of remedies by the number lender, including a purchase of the related representation and warranty set forth on Exhibit C and Mortgaged Property at a foreclosure sale, a transfer of the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have Mortgaged Property to the meanings set forth in Exhibit C orlender or its designee pursuant to a deed-in-lieu of foreclosure or any subsequent sale of the Mortgaged Property by the lender or its designee after such foreclosure or deed-in-lieu of foreclosure. However, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionsuch right will apply to subsequent transfers.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B34 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed in Exhibit D to the Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions Annex A-1 ID# Mortgage Loans Representations Exceptions 18 000 Xxxxxxx Xxxxxx (7) Permitted Liens; Title Insurance Xxxxxxxx Health Center (the “Specified Tenant”) received a federal grant (the “HRSA Grant”) from the Health Resources and Services Administration (“HRSA”), an agency of the U.S. Department of Health and Human Services, for the renovation and alteration of the portions of the Mortgaged Property leased by the number Specified Tenant (the “Specified Tenant Space”), which is used as primary care service space. As a condition to the issuance by HRSA of the HRSA Grant, HRSA filed a notice of federal interest (the “Original NFI”) against the Mortgaged Property, which provided, among other things, that financings and transfers of the Mortgaged Property were subject to the written permission of HRSA. The Original NFI was withdrawn by the HSRA prior to the origination of the Mortgage Loan. The HRSA is expected to file an identical subsequent notice of federal interest (the “Subsequent NFI”) that only encumbers the Specified Tenant Space. Pursuant to the related representation loan agreement, the Subsequent NFI will only be a permitted encumbrance so long as the “HRSA Consent and warranty set forth Subordination Agreement” (in the form attached as an exhibit to the loan agreement) is recorded immediately following the recordation of the Subsequent NFI. The Specified Tenant has an option to purchase the Specified Tenant Space, after occupying the leased space for ten (10) years. According to the estoppel certificate delivered by the Specified Tenant in connection with the closing of the Mortgage Loan, the initial term of the Specified Tenant’s lease commenced on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C orJuly 1, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception2018.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2019-B13 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 25 0000 Xxxxxxx Xxxx Distribution Center Schedule B-1 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 3 Doral Concourse 13 Jacksonville Concourse Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exhibit B-30-1 List of Mortgage Loans with Current Mezzanine Debt None. Loan # Mortgage Loan 6 Woodlands Mall Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Loan # Mortgage Loan 6 Woodlands Mall Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException 7 (Permitted Liens; Title Insurance) Diamondback Industrial Portfolio 1 (Loan No. 7) With respect to the Amazon – West Columbia Mortgaged Property, the sole tenant, Amazon.com.dedc, LLC, has a right of first offer to purchase the Mortgaged Property. Pursuant to a subordination, non-disturbance and attornment agreement, such right of first offer does not apply to a transfer by foreclosure or deed-in-lieu of foreclosure, or the first transfer following a foreclosure or deed-in-lieu of foreclosure, but will apply to any subsequent transfers. 7 (Permitted Liens; Title Insurance) Team Tech Portfolio (Loan No. 28) Each Mortgaged Property is subject to a right of first offer by the sole tenant. Pursuant to a subordination, non-disturbance and attornment agreement, such right of first offer is not exercisable in connection with any exercise of remedies pursuant to the Mortgage including a foreclosure, deed-in-lieu or subsequent sale of any Mortgaged Property by the lender after such foreclosure or deed-in-lieu, but will apply to any subsequent transfers. In addition, under the sole tenant’s lease, the landlord is prohibited from transferring any Mortgaged Property to any party that constitutes a tenant competitor, which means an entity or an affiliate of any entity which operates a business which competes with that of the tenant, as reasonably determined by the landlord and the tenant, including, but not limited to, certain entities and their current private equity sponsors identified in the lease. However, the foregoing restriction does not apply to the landlord’s mortgagee upon foreclosure or acceptance of a deed in lieu thereof (but such restriction will apply to any subsequent transfer by the landlord’s mortgagee of such Mortgaged Property).

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc42)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)2 F5 Tower SCHEDULE B-1 TO EXHIBIT B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-Loan 1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool 0000 Xxxxxxxx 11 000 Xxxxxxx Xxxxxx SCHEDULE B-2 TO EXHIBIT B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. SCHEDULE B-3 TO EXHIBIT B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed in Exhibit D to the Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 2 Brandywine Strategic Office Portfolio (5) Lien; Valid Assignment CSL Behring L.L.C., the sole tenant at the 000 X. Xxxxx Mortgaged Property, has a right of first offer to purchase the Mortgaged Property in the event of a proposed transfer of the Mortgaged Property to an unaffiliated third party. The right of first offer does not apply to a transfer of the Mortgaged Property in connection with a foreclosure or the lender otherwise taking title to the Mortgaged Property arising from a default by the number borrower under the Mortgage Loan documents. Academic Properties, Inc., the ground lessor at The Bulletin Building Mortgaged Property (the “Bulletin Building Ground Lessor”), has a right to purchase the Mortgage Loan in the event the Mortgage Loan has been accelerated or any enforcement action, including any judicial or non-judicial foreclosure proceeding, the exercise of any power or sale, or the taking of a deed or assignment in lieu of foreclosure (each, a Purchase Option Event”), has been commenced and is continuing. Under the related ground lease, the purchase price is required to equal the outstanding principal balance of the related representation Mortgage Loan, together with all accrued interest and warranty set forth on Exhibit C other amounts due thereon (including, without limitation, any late charges, default interest, breakage fees, penalties, exit fees, and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise advances), any Protective Advances (as defined in this Schedule C shall have the meanings set forth related ground lease) made by the lender and any interest charged by the lender on any advances for payments of principal and/or interest on the Mortgage Loan and/or Protective Advances, including all costs and expenses (including legal fees and expenses) actually incurred by the lender in Exhibit C orenforcing the terms of the Mortgage Loan. The right of the Bulletin Building Ground Lessor to purchase the Mortgage Loan will automatically terminate (i) upon a transfer of the Mortgaged Property by foreclosure sale, sale by power of sale or delivery of a deed-in-lieu of foreclosure or (ii) if a Purchase Option Event ceases to exist. In addition, if not defined thereinat any time the borrower desires to sell, in this Agreement. Representation Number transfer or convey the Mortgaged Property, the Bulletin Building Ground Lessor has a right of first offer to purchase the Mortgaged Property on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionthe material terms proposed by the borrower.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (FIVE 2023-V1 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None. Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt 6 SVEA New Mexico Portfolio 27 Xxxx Xxx Portfolio SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed in Exhibit D to the Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 9 Wind Creek Leased Fee (7) Permitted Liens; Title Insurance The sole tenant of the Mortgaged Property has a right of first offer to purchase the Mortgaged Property. Such right of first offer does not apply to a transfer or sale of the Mortgaged Property in connection with a foreclosure by a mortgagee of the Mortgaged Property, but would apply to subsequent transfers. In addition, in the event that the borrower fails to comply with certain covenants relating to the gaming license of the sole tenant at the Mortgaged Property, and fails to timely cure such breach, the sole tenant may require the borrower to sell its interest in the land prior to or on the date so required by the number of the related representation and warranty set forth on Exhibit C applicable gaming authorities, and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall tenant is required to have a right of first offer to purchase the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionMortgaged Property.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2019-B13 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth hereinin these representations and warranties, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters these representations and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)warranties. Exhibit B-30-1 List of Mortgage Loans with Current Mezzanine Debt NoneLoan No. Mortgage Loan Original Principal Amount of Current Mezzanine Debt 3 Amazon West LA $93,000,000 6 000-000 Xxxx Xxxxxx $90,000,000 B-30-1 Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan No. Mortgage Loan 5 MGM Grand & Mandalay Bay B-30-2 Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Annex A-1 ID# Mortgage Loans Representations Exceptions 3 Amazon West LA (6) Permitted Liens; Title Insurance The exceptions ground lease for a 45,302 square foot portion of the Mortgaged Property, which would account for approximately 8.3% of the net rentable area, grants the ground lessee, Chick-Fil-A, Inc., a right of first offer to purchase the portion of the Mortgaged Property subject to the representations and warranties set forth below are listed by ground lease upon the number borrower’s election to sell the Mortgaged Property to an unaffiliated third party or the borrower’s receipt of an offer from an unaffiliated third party to purchase the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionMortgaged Property.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

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Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit EXHIBIT C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT Mxxxxx Office Portfolio EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE None. Exhibit EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None. Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 2 000 Xxxx Xxxxxx 3 MGM Grand & Mandalay Bay Schedule B-2 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 A ID# Mortgage Loan 5 Starwood Capital Group Hotel Portfolio 00 XxxxxxXxxx Xx Xxxxxxxxx List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number Rep. No. on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of the Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2017-C2)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exh. C-43-1-1 Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException None. EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER RBS FINANCIAL PRODUCTS INC. Wxxxx Fargo Commercial Mortgage Trust 2014-C20 Commercial Mortgage Pass-Through Certificates, Series 2014-C20 FORM OF SECRETARY’S CERTIFICATE I, [_____], hereby certify that I am a duly elected and acting Assistant Secretary of RBS Financial Products Inc. (the “Company”), and certify further as follows:

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C20)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None. Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 22 25 Xxx Street Schedule B-2 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2020-B17 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None. Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 1 Century Plaza Towers Schedule B-2 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 18 The Onyx Schedule B-1 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 20 Xxxx Forest Office Portfolio 45 ASM Portfolio Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C A Mortgage Loan Name and Number as Identified on Exhibit A B Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exh. C-21 EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit Exh. C-32-1-1 EXHIBIT C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt LIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT None. Exhibit EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS Loan Number Mortgage Loan 29, 30 and Cross-Defaulted Mortgage Loans None. Exhibit 31 Oakwood MHC, Bel Air MHC and Country Village 49 and 50 Brightwood Manor MHC and Desoto Village MHC EXHIBIT C-43-1 List of LIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE Loan Number Mortgage Loans with Environmental Loan Policy Issuer 68 El Vxxxx del Sol/Lxxx MHC Steadfast Insurance None. Exhibit Company EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Annex A-1 ID# Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 41 Holiday Inn Express Kanab SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None Schedule B-3 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException 13 Waltonwood at University (Loan No. 21) (Actions Concerning Mortgage Loan) – A civil lawsuit was filed by certain family members and entities that held minority interests in family investments against other family members and entities that hold family investments (including the related borrower sponsors) claiming minority shareholder oppression and that the plaintiffs were wrongfully divested of their ownership interest in the investments. The matter has been submitted for arbitration and discovery is ongoing. However, pursuant to a court order, the borrower and its affiliates are restricted from transferring any of the net proceeds of the Mortgage Loan to any individual member, partner, shareholder or family member without the express authorization of the court.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth hereinin these representations and warranties, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters these representations and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)warranties. Exhibit B-30-1 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan No. Mortgage Loan 15 Celeros Houston B-30-2-1 Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Annex A-1 ID# Mortgage Loans Representations Exceptions 6 Incommercial Net Lease Portfolio #4 (6) Permitted Liens; Title Insurance Under the lease for the sole tenant at each of the following individual Mortgaged Properties, Cerca Trova Southwest has a right of first refusal to purchase the applicable Mortgaged Property upon the borrower’s receipt of a bona-fide offer from an unaffiliated third party to purchase the Mortgaged Property: (i) the Outback Steakhouse (Tucson, AZ), (ii) Outback Steakhouse (Mesa, AZ). Pursuant to the representations terms of such tenants’ leases, such rights of first refusal shall not apply to any sale or conveyance of the Mortgaged Property in a foreclosure sale or similar proceeding of a bona fide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such bona fide mortgage or deed of trust Under the lease for the sole tenant at each of the following individual Mortgaged Properties, Walgreen Eastern Co., Inc., has a right of first refusal to purchase the applicable Mortgaged Property upon the borrower’s receipt of an offer from an unaffiliated third party to purchase the Mortgaged Property: (i) Walgreens (Chicopee, MA), and warranties set forth below are listed by the number (ii) Walgreens (Potsdam, NY). Walgreen Eastern Co., Inc., has, pursuant to a subordination, non-disturbance and attornment agreement, agreed that such right of first refusal shall be expressly inapplicable to any foreclosure of the related representation mortgage, deed-in-lieu thereof, or any other enforcement of the mortgage. Under the lease for the sole tenant at each of the following individual Mortgaged Properties, Walgreen Co., has a right of first refusal to purchase the applicable Mortgaged Property upon the borrower’s receipt of an offer from an unaffiliated third party to purchase the Mortgaged Property: (i) Walgreens (Oakland, MD), and warranty set forth on Exhibit C (ii) Walgreens (Xxxxx City, NC). Walgreen Co., has, pursuant to a subordination, non-disturbance and attornment agreement, agreed that such right of first refusal shall be expressly inapplicable to any foreclosure of the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have related mortgage, deed-in-lieu thereof, or any other enforcement of the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionmortgage.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Benchmark 2021-B29 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Exhibit A Loan ID# Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 1 000 Xxxx 00xx Xxxxxx Retail Condo 5 Key Center Cleveland Schedule B-1 to and (ii) as expressly set forth herein). List of Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Exhibit A Loan ID# Mortgage Loans with Current Mezzanine Debt Loan 3 Prudential Plaza 22 Congressional Place 23 Trabuco Hills Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt EXHIBIT C-32-1 LIST OF MORTGAGE LOANS WITH CURRENT MEZZANINE DEBT None. Exhibit Exh. C-32-1-1 EXHIBIT C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt NoneLIST OF MORTGAGE LOANS WITH PERMITTED MEZZANINE DEBT Mxxxxx Office Portfolio Carolina Place Kitsap Mall Sunrise Technology Park Kitsap Retail Portfolio Exh. Exhibit C-32-2-1 EXHIBIT C-32-3 List of CrossLIST OF CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted Mortgage Loans DEFAULTED MORTGAGE LOANS None. Exhibit Exh. C-32-3-1 EXHIBIT C-43-1 List of Mortgage Loans with Environmental Insurance NoneLIST OF MORTGAGE LOANS WITH ENVIRONMENTAL INSURANCE The Market at Town Creek Exh. Exhibit C-43-1-1 EXHIBIT C-47-1 List of Mortgage Loans CrossLIST OF MORTGAGE LOANS CROSS-Collateralized and CrossCOLLATERALIZED AND CROSS-Defaulted with Mortgage Loans Outside the Mortgage Pool DEFAULTED WITH MORTGAGE LOANS OUTSIDE THE MORTGAGE POOL None. Exh. C-47-1-1 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None. Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 2 MGM Grand & Mandalay Bay 9 Gestamp Automocion SLB 14 Xxxxxx Xxxxxxx Tower Schedule B-2 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT None. Schedule B-1 to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 11 Western Digital R&D Campus Schedule B-2 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Seller Mortgage Loan Purchase Agreement (Benchmark 2019-B11 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. None Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Philadelphia Industrial Portfolio: 0000 Xxxxx Xxxx, 00000 Xxxxxxx Xxxx and 00000 Xxxxxxxx Xxxx Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C10)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” knowledge or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS MXXXXX SXXXXXX MORTGAGE CAPITAL HOLDINGS LLC APPENDIX I ID# Mortgage Loan Representation Exception 23 El Centro Portfolio (6) Permitted Liens; Title Insurance The exceptions properties are subject to a restriction agreement in favor of CBL, the mall operator, that is senior to the representations mortgage loan. 9 One Canal Place (6) Permitted Liens; Title Insurance There are four leases of record that are not subordinate to the mortgage and warranties set forth below the borrower has a post-closing obligation to provide SNDAs for all four leases within 15 days of closing. 9 One Canal Place (8) Assignment of Leases and Rents Certain of the leases of the property are listed held by the number borrower and the adjacent property owner, as co-landlords. Only the borrower’s interest in each of those leases has been assigned to the lender. The enforcement of the related representation landlord’s rights is subject to consent of the adjacent property owner and warranty set forth on Exhibit C may be affected by such party’s bankruptcy, including rejection of the lease by the adjacent property owner. The loan is recourse for losses with respect to such rejection. Additionally, Saks Fifth Avenue is a cross-over tenant that pays rents directly to the adjacent property owner and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have adjacent property owner has been directed to pay the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description borrower’s portion of Exceptionsuch rents to the lockbox account.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6)

Compliance with Anti-Money Laundering Laws. Seller The mortgage loan seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)Exh. List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. C-19 SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions EXHIBIT D-1 FORM OF CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF THE MORTGAGE LOAN SELLER EXHIBIT D-2 FORM OF CERTIFICATE OF THE MORTGAGE LOAN SELLER CERTIFICATE OF MORTGAGE LOAN SELLER In connection with the execution and delivery by [Seller] of, and the consummation of the various transactions contemplated by, that certain Mortgage Loan Purchase and Sale Agreement dated as of [_________], 201[_] (the “Mortgage Loan Purchase Agreement”) between [Seller], as seller, and Wxxxx Fargo Commercial Mortgage Securities, Inc., as purchaser (the “Purchaser”), the undersigned hereby certifies that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties set forth below are listed by the number of [Seller] in or made pursuant to Section 4(a) of the related representation Mortgage Loan Purchase Agreement are true and warranty set forth correct in all material respects at and as of the date hereof with the same effect as if made on Exhibit C the date hereof, (ii) [Seller] has, in all material respects, complied with all the agreements and satisfied all the mortgage loan name conditions on its part required under the Mortgage Loan Purchase Agreement to be performed or satisfied at or prior to the date hereof, and number identified on Exhibit A. (iii) since the date of the Mortgage Loan Purchase Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement, any material adverse change in the financial condition of [Seller]. Capitalized terms used but not otherwise defined in this Schedule C herein shall have the respective meanings set forth assigned to them in Exhibit C or, if not defined therein, in this the Mortgage Loan Purchase Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description Certified this ____ day of Exception[_____], 201[_]. [SELLER] By: Name: Title:

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth hereinin these representations and warranties, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters these representations and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)warranties. Exhibit B-30-1 List of Mortgage Loans with Current Mezzanine Debt NoneLoan No. Mortgage Loan Original Principal Amount of Current Mezzanine Debt 6 Back Bay Office $40,000,000 Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Annex A-1 ID# Mortgage Loans Representations Exceptions 1 00000 Xxxxxx Xxxxxxxxx (5) Lien; Valid Assignment and (6) Permitted Liens; Title Insurance The exceptions single tenant (DirecTV) has a right of first offer (“ROFO”) to purchase the representations Mortgaged Property. Pursuant to a subordination non-disturbance and warranties set forth below are listed by attornment agreement, the number tenant has agreed the ROFO will not be exercisable in connection with the following: (a) the judicial or nonjudicial foreclosure of the related representation security instrument; (b) the delivery of a deed in lieu of judicial or nonjudicial foreclosure of the related security instrument; (c) any offer, notice, pleading, agreement, transaction or other event or condition of any kind arising out of or relating to any of the events referred to in the foregoing clauses (a) or (b); (d) the first subsequent transfer immediately following any of the events referred to in the foregoing clauses (a) or (b); or (e) the lender’s pursuit of any remedial action; provided, however, the ROFO shall remain in full force and warranty set forth on Exhibit C effect and shall survive all such remedial actions and/or sales or other transfers described herein. In addition, pursuant to the mortgage loan name DirectTV lease, the borrower, together with its successors and number identified on Exhibit A. Capitalized terms used but permitted assigns (the “Landlord”), may not sell, assign, convey or otherwise transfer (including pursuant to a superior lease) all or any portion of the Mortgaged Property or any direct or indirect interest therein (or in the Landlord) to a “Competitor” of DirectTV (as such term is defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionDirecTV lease).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Benchmark 2023-V3 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth hereinin these representations and warranties, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters these representations and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)warranties. Exhibit B-30-1 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan No. Mortgage Loan 22 Xxxxx Hotel Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Annex A-1 ID# Mortgage Loans Representations Exceptions 22 Xxxxx Hotel (2) Loan Document Status (3) Mortgage Provisions A portion of the improvements on the Mortgaged Property encroach onto an adjacent property (which such property is not collateral for the Mortgage Loan) owned by Salt Lake City Corporation (“SLCC”). The exceptions portion of the adjacent property that the improvements encroach upon is subject to a lease between the sole member of the Mortgagor, NBT-XXX Xxxxx, LLC (the “Sole Member”), who was the prior owner of the Mortgaged Property, and SLCC, which expires in September 2028. At origination of the Mortgage Loan, the Sole Member (x) assigned its interest in such lease to the representations Mortgagor and warranties set forth below are listed by (y) the number Mortgagor simultaneously entered into a Collateral Assignment of Lease with the lender pursuant to which the Mortgagor assigned its interest in such lease to the lender. The terms of the related representation lease between the Sole Member and warranty set forth on Exhibit C SLCC require the written consent of the other party in connection with an assignment of such lease (such consent not to be unreasonably withheld, delayed or conditioned). The Sole Member did not obtain the consent of SLCC prior to the assignment of its interest in the lease with SLCC to the Mortgagor. In the event that SLCC withholds its consent to the assignment of the Sole Member’s interest in the lease to the Mortgagor, the Collateral Assignment of Lease between the Mortgagor and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionlender will be rendered invalid.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B37 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed by in Exhibit D to the number Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 40 Sam’s Club Atlanta 7 The single tenant at the Mortgaged Property has a right of first refusal under its lease, should the Mortgagor elect to sell all or any portion of the Mortgagor’s leasehold interest in the Mortgaged Property to a bona fide third party, to purchase the Mortgaged Property. The right of first refusal does not apply to a foreclosure or deed in lieu of foreclosures, or the sale of the Mortgaged Property by a mortgagee or its nominee that has taken title following foreclosure or deed in lieu of foreclosure. N/a All CREFI loans 17 The Mortgage Loan documents may permit the related representation Mortgagor to cause the insurance required at the related Mortgaged Property under the Mortgage Loan documents to be maintained by a tenant at the related Mortgaged Property. 40 Sam’s Club Atlanta 17 The related Mortgagor’s requirement to maintain all risk, builder’s risk, boiler/machinery, flood, and warranty set forth on Exhibit C earthquake insurance (in each case, to the extent applicable) under and consistent with the mortgage loan name requirements of the Mortgage Loan documents is suspended so long as (i) the lease with single tenant Sam’s Club is in full force and number identified on Exhibit A. Capitalized terms used but effect and no default exists thereunder, (ii) Sam’s Club or the guarantor under the lease remains fully liable for the obligations of such lease and maintains a rating from S&P of at least BBB, (iii) Sam’s Club maintains, through self-insurance or otherwise, the insurance required to be maintained under the Sam’s Club lease, (iv) the related lender is named an additional insured under the insurance policies or self-insurance under the Sam’s Club lease, and (v) the Mortgagor has provided the related lender with evidence that the insurance required under clauses (iii) and (iv) above is maintained. To the extent any of the above requirements are not otherwise defined satisfied, the Mortgagor is required to promptly, at its sole cost and expense, procure and maintain either (x) “primary” insurance coverage in this Schedule C shall have the meanings set forth event that Sam’s Club does not provide insurance coverage required or (y) “excess and contingent” insurance coverage over and above any other valid and collectible coverage then in Exhibit C or, if not defined thereinexistence, in this Agreement. Representation Number on Exhibit C each case as necessary to bring the insurance for the Mortgaged Property into full compliance with all of the terms and conditions of the Mortgage Loan Name documents. Under the single tenant lease, to the extent that the Mortgaged Property is required to be restored in accordance with the provisions of the lease, the single tenant holds proceeds during such restoration, and Number as Identified on Exhibit A Description proceeds are paid to the Mortgagor in the event the lease terminates prior to completion of Exceptionrestoration.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (BENCHMARK 2018-B2 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed by in Exhibit D to the number Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 00 Xxxxxxxxx Xxxxx (7) Permitted Liens; Title Insurance Carl’s JR, the third largest tenant at the Mortgaged Property, leasing 7.38% of the related representation net rentable area, has a right of first refusal and warranty set forth on Exhibit C a right of first offer to purchase its leased premises at the Mortgaged Property in the event of a proposed transfer of such leased premises. None of such rights of first refusal and first offer is applicable to a transfer of said premises in connection with any foreclosure sale, deed in lieu of foreclosure or otherwise or any subsequent transfer thereafter, except for a disposition after foreclosure in which the mortgage loan name purchase price for the sale of the leased premises is paid directly and number identified on Exhibit A. Capitalized terms used but not otherwise defined immediately to the lender and is sufficient to pay in this Schedule C shall have full the meanings set forth in Exhibit C orthen outstanding indebtedness under the Mortgaged Loan, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionincluding any applicable premium.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (CD 2019-Cd8 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 None List of Mortgage Loans with Permitted Mezzanine Debt None. Rogue Valley Mall – Medford Sheraton Pleasanton Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Xxxxxxx Loans: Alpine Storage – Xxx, Alpine Storage – Orem, Alpine Storage – American Fork and Alpine Storage – Inn Towne Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. STAG REIT Portfolio Laurel Lakes SC Carytown Place Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. Republic Plaza SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C10)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 0 Xxxxxxx Xxxxx - Building 6 Schedule B-1 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 3 MGM Grand & Mandalay Bay 21 Home Ranch Health Center Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” knowledge or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein. Schedule 2-A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS CIBC INC. APPENDIX I ID# Mortgage Loan Representation Exception 50 Stop & Shop Agawam (6) Permitted Liens; Title Insurance The Stop & Shop Supermarket Company LLC, the sole tenant at the related Mortgaged Property, has the right of first offer to purchase its demised premises, which is the entire related Mortgaged Property, in each case without the event the related Mortgagor shall elect to sell or transfer any portion of the related Mortgaged Property containing such tenant’s demised premises; provided, however, that any transfer of such property in connection with a foreclosure or other realization upon a mortgage encumbering such tenant’s demised premises (a “Foreclosure”) shall not give rise to such tenant’s right of first offer. Further, pursuant to a subordination, non-disturbance and attornment agreement obtained from such tenant at the closing of the related Mortgage Loan, such tenant’s lease and the rights of such tenant thereunder are subordinate to the related Mortgage Loan. 50 Stop & Shop Agawam (10) Condition of Property The property condition assessment in connection with the related Mortgage Loan identified deferred maintenance items having conducted any independent inquiry into such matters and without any obligation an estimated cost for completion of $18,360. The related Mortgage Loan documents do not require a reserve or holdback for those costs, but the related Mortgagor is required to do so (except (i) having sent to servicers servicing complete the Mortgage Loans on behalf identified deferred maintenance items within 180 days after origination of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionLoan.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth hereinin these representations and warranties, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters these representations and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein)warranties. Exhibit B-30-1 List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan No. Mortgage Loan 1 The Grace Building 5 MGM Grand & Mandalay Bay 19 Best Western Plus Carriage Inn Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Annex A-1 ID# Mortgage Loans Representations Exceptions 00 Xxxxxxxxx Xxxxxxxx (6) Lien; Valid Assignment and (7) Permitted Liens; Title Insurance The exceptions largest tenant at the related Mortgaged Property, Philips Electronics Realty, LLC, has a right of first offer with respect to the representations Mortgaged Property, provided that such right will not apply to the granting of any mortgage as security for financing on the Mortgaged Property, or to any foreclosure sale or to any deed in lieu of foreclosure (whether to mortgagee or its designee) or any transfers by such mortgagees, purchasers at foreclosure or deed in lieu transaction, or their successors or assigns. 5 MGM Grand & Mandalay Bay (16) Insurance The deductible for the “all risk” property insurance is permitted to be up to and warranties set forth below are listed including $250,000; the deductible for terrorism insurance is permitted to be up to and including $500,000, and the deductible for windstorm and earthquake coverage is not more than 5% of the total insurable value of the applicable Mortgaged Property; provided that if the non-recourse carveout guarantor provides a guaranty acceptable to the lender and each rating agency rating securities that represent an interest in the related Whole Loan guaranteeing any failure by the number related Borrower to pay its obligations actually incurred with respect to that portion of the deductible that exceeds 5% of the total insurable value of an Mortgaged Property, the deductibles for windstorm and earthquake coverage may be up to 15% of the total insurable value of the Mortgaged Property); provided, further, that (1) the related representation Borrower may utilize a $4,000,000 aggregate deductible subject to a $100,000 per occurrence deductible and warranty set forth a $100,000 maintenance deductible following the exhaustion of the aggregate and (2) the aggregate does not apply to any losses arising from named windstorm, earthquake or flood. Such deductibles may be considered not to be customary. The Whole Loan documents permit the Borrower to rely on Exhibit C insurance maintained by MGM Lessee II, LLC (the “MGM Tenant”) so long as the master lease (the “MGM Lease”) between the Borrower and the mortgage loan name MGM Tenant is in effect and number identified on Exhibit A. Capitalized terms used but there is no default continuing under the lease (beyond any applicable cure period). Such insurance maintained by the MGM Tenant (the “MGM Policies”) is required to conform to the requirements of the Whole Loan documents (except it is acknowledged and agreed that the MGM Policies are permitted to vary from the requirements of the Whole Loan documents with respect to (x) the named storm sublimit which shall be no less than $700,000,000 per occurrence and (y) any property or terrorism deductible, which shall be no greater than $5,000,000). Such $700,000,000 limit is less than full replacement cost. In addition, such deductibles may be considered not otherwise defined in this Schedule C shall have to be customary. The MGM Lease provides that all insurance proceeds (except business interruption insurance proceeds not allocated to rent expenses, if any, which will be payable to and retained by the meanings MGM Tenant) payable by reason of any property loss or damage to the Mortgaged Property, or any portion of the Mortgaged Property, under any property insurance policy will be paid to the lender or an escrow account reasonably acceptable to the Borrower and the MGM Tenant, and made available to the MGM Tenant upon request for the reasonable costs of preservation, stabilization, emergency restoration, business interruption, reconstruction and repair, as the case may be, of any damage to or destruction of the Mortgaged Property (or any portion thereof); provided that if the total amount of proceeds payable net of applicable deductibles is $50,000,000 or less, and if no event of default under the MGM Lease has occurred and is continuing, the proceeds will be paid to the MGM Tenant and, subject to certain limitations set forth in Exhibit C orthe MGM Lease, if not defined therein, used for the repair of the damage to the leased property in this Agreementaccordance with the terms of the MGM Lease. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionTerrorism insurance may be written by a non-rated captive insurer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, “Mortgagee” shall mean the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Loan # Mortgage Loan 2 Xxxxxx Town Center Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Loan # Mortgage Loan 18 Norwalk Self Storage 24 Visalia Marketplace Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc20)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein. Schedule 2-A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS Exhibit 1 ID# Mortgage Loan Representation Exception 00 Xxxxxxx Xxxxx Xxxx (6) Permitted Liens; Title Insurance Commencing four years after the Effective Date of the sole tenant’s lease (October 31, 2017) and continuing for the balance of the Primary Term (expiring October 31, 2037) and any option terms, the sole tenant (Safeway Inc.) has an on-going right of first refusal to purchase all of the landlord’s right, title and interest in each case without having conducted and to the Mortgaged Property. Such right of first refusal does not apply to a foreclosure sale, trustee sale or deed in lieu of foreclosure with respect to any independent inquiry into such matters and without any obligation mortgage or deed of trust encumbering the Mortgaged Property, but does apply to do so (except (i) having sent to servicers servicing the subsequent transfers. 7, 23, 26, 31, 57, 60, 61 All CREFI Mortgage Loans on behalf of (16) Insurance The Mortgage Loan documents may permit the borrower to cause the insurance required at the Mortgaged Property under the Mortgage Loan Seller, if any, specific inquiries regarding documents to be maintained by a tenant at the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionMortgaged Property.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2018-H3)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS Exhibit 1 ID# Mortgage Loan Representation Exception 2 ExchangeRight Net Leased Portfolio #54 (5) Lien; Valid Assignment (6) Permitted Liens; Title Insurance The exceptions related single tenant at each of the following Mortgaged Properties has a right of first refusal (“ROFR”) to purchase the related Mortgaged Property: CVS—Abbeville, LA, CVS—Kenova, WV, Dollar Tree—Teaneck, NJ, Family Dollar—Lafayette, LA, Kum & Go—North Little Rock, AR, Forsyth Memorial Hospital—Winston-Salem, NC, Tractor Supply—Elizabethtown, KY, Tractor Supply—Holden, ME, Tractor Supply—Minot, ND, Walgreens—Baton Rouge, LA, and Walgreens—Prattville, AL. In addition, with respect to the representations Forsyth Memorial Hospital—Winston-Salem, NC Mortgaged Property, which constitutes a condominium unit, the related condominium association has a ROFR to purchase such Mortgaged Property. With respect to the CVS—Abbeville, LA and warranties set forth below are listed by CVS—Kenova, WV Mortgaged Properties, the number ROFR applies only during the extension terms of the related representation leases. With respect to the Dollar Tree—Teaneck, NJ, Tractor Supply—Holden, ME and warranty set forth on Exhibit C Tractor Supply—Minot, ND Mortgaged Properties, the related subordination, non-disturbance and attornment agreement (“SNDA”) states that the mortgage loan name ROFR is subject and number identified on Exhibit A. Capitalized terms used subordinate to the Mortgage, but does not otherwise defined state that such ROFR does not apply to a foreclosure or deed in this Schedule C shall have lieu of foreclosure, and therefore may apply to a foreclosure or deed in lieu of foreclosure, and will apply to subsequent transfers. With respect to the meanings set forth Tractor Supply—Elizabethtown, KY and Forsyth Memorial Hospital—Winston-Salem, NC Mortgaged Property (as to the tenant ROFR), each such ROFR will apply to a foreclosure or deed in Exhibit C orlieu of foreclosure, if as well as to subsequent transfers. With respect to the Family Dollar—Lafayette, LA, Kum & Go—North Little Rock, AR, Forsyth Memorial Hospital—Winston-Salem, NC (as to the condominium association ROFR), Walgreens—Baton Rouge, LA, and Walgreens—Prattville, AL ROFRs, pursuant to either the related lease or an SNDA, such ROFR does not defined thereinapply to a foreclosure or deed in lieu of foreclosure, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionbut will apply to subsequent transfers.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2022-L8)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS Exhibit 1 ID# Mortgage Loan Representation Exception 3 000 Xxxx Xxxxxx (5) Lien: Valid Assignment and (6) Permitted Liens; Title Insurance The exceptions Mortgaged Property includes 17 leasehold condominium units in a leasehold condominium regime that includes 25 leasehold condominium units, in which the remaining 8 units are owned by The New York and Presbyterian Hospital (“NYPH”). NYPH has a right of first offer to purchase any space that becomes available in the representations 17 condominium units (the “Available Units”) which are owned by 237 Park LH Owner LLC (“237 Park Leasehold Mortgagor”) at a price to be determined pursuant to a purchase and warranties set forth below are listed by sale agreement between 237 Park Leasehold Mortgagor and NYPH (the number “NYPH PSA”), which price will be payable in installments pursuant to a purchase money note and purchase money mortgage entered into in accordance with the terms of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionNYPH PSA.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth hereinin these representations and warranties, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters these representations and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the warranties. Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List Original Principal Amount of Mortgage Loans with Current Mezzanine Debt None. 4 Hyatt Regency Jacksonville $17,000,000 Exhibit C-32B-30-2 List of Mortgage Loans with Permitted Mezzanine Debt NoneLoan No. Mortgage Loan 3 IPG Portfolio Exhibit C-32B-30-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES Annex A-1 ID# Mortgage Loans Representations Exceptions 10 ExchangeRight Net Leased Portfolio #58 (6) Permitted Liens; Title Insurance The exceptions lease for the sole tenant at the Walgreens - Rock Falls Mortgaged Property, Walgreens, has a right of first refusal to purchase the representations applicable Mortgaged Property upon the borrower’s receipt of an offer from an unaffiliated third party to purchase the Mortgaged Property. Walgreens has, pursuant to a subordination, non-disturbance and warranties set forth below are listed by the number attornment agreement, agreed that such rights of first refusal shall be expressly inapplicable to any foreclosure of the related representation mortgage, deed-in-lieu thereof, or any other enforcement of the mortgage. The lease for the sole tenant at each of the Family Dollar – Jacksonville and warranty set forth on Exhibit C Family Dollar - East Canton Mortgaged Properties, Family Dollar, contains a right of first refusal to purchase the applicable Mortgaged Property upon the borrower’s receipt of a bonafide written offer to purchase the Mortgaged Property. Family Dollar has, pursuant to a subordination, non-disturbance and attornment agreement, agreed that such rights of first refusal shall be expressly subordinate to the mortgage loan name rights of the lender under the mortgage. Under the lease for the sole tenant at each of the following individual Mortgaged Properties, Dollar Tree has a right of first refusal to purchase the applicable Mortgaged Property upon the borrower’s receipt of an offer from an unaffiliated third party to purchase the Mortgaged Property: (i) the Dollar Tree - Xxxxxx Mortgaged Property, and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C (ii) the Dollar Tree - De Xxxx Mortgaged Property. Dollar Tree has, pursuant to a subordination, non-disturbance and attornment agreement, agreed that such rights of first refusal shall have be expressly subordinate to the meanings set forth in Exhibit C orrights of the lender under the mortgage. 00 Xxxxx Xxxx & Bloomingdale (6) Permitted Liens; Title Insurance The lease for the second largest tenant at the South Loop Retail Mortgaged Property, if not defined thereinXX Xxxxxx Xxxxx Bank, National Association (“Chase Tenant”), representing approximately 14.8% of the net rentable area, provides that, in this Agreementthe event of a casualty following which the borrower is not obligated to repair the improvements upon the Mortgaged Property pursuant to the lease for the largest tenant at the Mortgaged Property, Staples, then the borrower may either (i) elect to restore the Mortgaged Property, or (ii) elect to terminate the Chase Tenant lease. Representation Number on Exhibit C Mortgage Loan Name and Number If the borrower elects clause (ii), then such termination will be effective 30 days from the borrower’s notice to Chase Tenant of such election, provided that the borrower must pay Chase Tenant $1,500,000 less any insurance proceeds Chase Tenant is entitled to receive. Notwithstanding the foregoing, Chase Tenant may elect to purchase the Mortgaged Property by so notifying the borrower within such 30-day period for an amount equal to the lesser of (1) the fair market value as Identified on Exhibit A Description determined pursuant to the Chase Tenant’s lease, or (ii) the total amount of Exceptionthe borrower’s first mortgage permanent financing plus $1,000,000.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2022-B37 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List Original Principal Amount of Mortgage Loans with Current Existing Mezzanine Debt 4 Hampton Roads Office Portfolio $19,715,300 9 Peace Coliseum $12,220,159 Schedule B-1 to Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE None. Schedule B-2 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). Exh. C-21 List of Mortgage Loans with Current Mezzanine Debt None. None Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Deerfield Embassy Suites Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. None Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. None Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. None SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C10)

Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C D-1 TO EXHIBIT D EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions Representation numbers referred to below relate to the corresponding Mortgage Loan representations and warranties set forth below are listed by in Exhibit D to the number Mortgage Loan Purchase Agreement. Annex A-1 ID# Mortgage Loans Representations Exceptions 8 Starwood Industrial Portfolio (6) Lien; Valid Assignment and (7) Permitted Liens; Title Insurance Eight of the tenants at the related representation Mortgaged Properties – Cummins Inc. (0000-0000 Xxxxxxxxxxxx Xxxx Mortgaged Property), Communication Test Design, Inc. (0000 Xxxxx Xxxxxxx Xxxxx Mortgaged Property), Xxxxxxx Sheet Metal, Inc. (775 Commerce Parkway Mortgaged Property), Xxxxxx General Transportation, Inc. (333 45th Street Mortgaged Property), Oldcastle Buildingenvelope, Inc. (8441 Bearing Drive Mortgaged Property), Poly-Tainer, Inc. (999 Gerdt Court Mortgaged Property), MWI Veterinary Supply (0000 Xxxxx Xxxxxxxxx Mortgaged Property) and warranty set forth on Exhibit C and Xxxxxxx Electric Company (1600-1640 Northwind Parkway Mortgaged Property) – each have a right of first offer or right of first refusal to purchase the mortgage loan name and number identified on Exhibit A. Capitalized terms used but individual Mortgaged Properties (or portions thereof) leased by such tenants. Each such tenant, except for the tenant at the 0000 Xxxxx Xxxxxxxxx Mortgaged Property, has executed an estoppel certificate confirming such right does not otherwise defined apply to a foreclosure or deed in this Schedule C shall have lieu thereof. With respect to the meanings set forth in Exhibit C or0000 Xxxxx Xxxxxxxxx Mortgaged Property, if not defined thereinno such estoppel was obtained. With respect to each of said eight tenants, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionsaid right(s) would apply to subsequent transfers.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2020-B16 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32Schedule 2-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C A EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions REGARDING INDIVIDUAL MORTGAGE LOANS CIBC INC. Exhibit I ID# Mortgage Loan Representation Exception 22 X’Xxxxxx Plaza Office Building (5) Lien; Valid Assignment To the extent that the above-grade level pedestrian walkway connecting the office building portion of the Mortgaged Property to the representations and warranties set forth below are listed parking deck portion of the Mortgaged Property passes over the public right-of-way owned by the number City of Victoria, Texas, such portion of the Mortgaged Property is owned by the related Mortgagor pursuant to a license agreement from the City of Victoria, Texas (and not in fee), granting the Mortgagor a thirty (30) year license therein expiring in October, 2045. Said license agreement was recorded in the related real property records prior to the recordation of the related representation and warranty set forth on Exhibit C Mortgage, and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings lien of such Mortgage thereon is insured as more fully set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description of Exceptionthe related title insurance policy.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 7 3 Huntington Quadrangle 15 DUMBO Heights Portfolio Schedule B-1 to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE None. Schedule B-2 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of ExceptionException 7 Xxxxx Hotel Downtown Atlanta (Loan No. 23) The franchisor has a right of first refusal to acquire the related Mortgaged Property if there is a proposed transfer of the hotel or an ownership interest in the franchisee or a controlling affiliate, to a competitor (within the meaning of the franchise agreement).

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 00 Xxxxxxxx Xxxxxxxx Xxxxx XX Xxxxxxxx X-0 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 2 MGM Grand & Mandalay Bay Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein. Schedule 2-A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS STARWOOD MORTGAGE FUNDING III LLC EXHIBIT I ID# Mortgage Loan Representation Exception 65 Walgreens Xxxxxxxx Boulevard (16) Insurance The Mortgaged Property is not currently covered by business interruption or rental loss insurance and, in each case without having conducted any independent inquiry into pursuant to the related Mortgage Loan documents, is not required to be covered by such matters and without any obligation to do insurance so (except long as (i) having sent the sole lease at the Mortgaged Property (the “Lease”) remains in full force and effect and there has been no default by the related tenant, Walgreen Co. (“Walgreens”), past any applicable notice and/or cure period, (ii) either (a) Walgreens has no offset, abatement or other right to servicers servicing reduce rent for a period of at least twelve (12) months following the Mortgage Loans on behalf occurrence of a casualty (including, without limitation, Walgreens’s option to terminate the Lease upon the occurrence of certain casualties during the two (2) year period prior to the scheduled expiration of the term of the Lease or any extension thereof (a “Termination Option Period”)) or (b) prior to the commencement of any Termination Option Period, the Mortgagor has deposited with the related lender an amount equal to the amount of basic rent payable by Walgreens under the Lease during the following twelve (12) months and (iii) Walgreens has not terminated or provided notice of its intent to terminate the Lease. The Lease provides that Walgreens may (a) pay abated rent from the commencement of the thirteenth month following a casualty until the completion of the related restoration and (b) solely with respect to damage or destruction amounting to at least twenty-five percent (25%) of the Mortgaged Property and occurring no more than two (2) years prior to the expiration of the term of the Lease or any of Walgreens’s termination options, terminate the Lease. Walgreens holds termination options effective in March 2022 and every five years thereafter throughout the term of the Lease. The Mortgagor will be required within thirty (30) days after rent loss and/or business interruption insurance becomes required under the Mortgage Loan Seller, if any, specific inquiries regarding the matters referred documents to and (ii) as expressly set forth herein). List of Mortgage Loans with Current Mezzanine Debt None. Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions provide evidence satisfactory to the representations related lender that such insurance is in place. The Mortgage Loan documents provide for full springing recourse to the Mortgagor and warranties set forth below are listed by the number of the related representation and warranty set forth on Exhibit C and guarantor in the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have event that the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C Mortgage Loan Name and Number as Identified on Exhibit A Description Mortgagor fails to obtain such insurance within thirty (30) days of Exceptionreceipt of notice of Walgreens’s intent to terminate the Lease.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C22)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred 1 One SoHo Square Schedule B-1 to and (ii) as expressly set forth herein)Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE Loan No. List of Mortgage Loans with Current Mezzanine Debt Loan 1 One SoHo Square Schedule B-2 to Exhibit B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt None. Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)

Compliance with Anti-Money Laundering Laws. The Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import shall mean, except where otherwise expressly set forth herein, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth herein, in each case without having conducted any independent inquiry into such matters and without any obligation to do so (except (i) having sent to servicers servicing the Mortgage Loans on behalf of the . SCHEDULE B-1 TO EXHIBIT B MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT Loan No. Mortgage Loan Seller, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth herein). List Original Principal Amount of Mortgage Loans with Current Existing Mezzanine Debt 5 Hyde Park Multifamily Portfolio $15,250,000 0 Xxxxxxx Xxxxx Office Portfolio $20,000,000 Schedule B-1 to Exhibit B SCHEDULE B-2 TO EXHIBIT B MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT IS PERMITTED IN THE FUTURE None. Schedule B-2 to Exhibit C-32-2 List of Mortgage Loans with Permitted Mezzanine Debt B SCHEDULE B-3 TO EXHIBIT B CROSSED MORTGAGE LOANS None. Schedule B-3 to Exhibit C-32-3 List of Cross-Collateralized and Cross-Defaulted Mortgage Loans None. Exhibit C-43-1 List of Mortgage Loans with Environmental Insurance None. Exhibit C-47-1 List of Mortgage Loans Cross-Collateralized and Cross-Defaulted with Mortgage Loans Outside the Mortgage Pool None. SCHEDULE B EXHIBIT C EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES The exceptions to the representations and warranties set forth below are listed by the number of the related representation and warranty set forth Rep. No. on Exhibit C and the mortgage loan name and number identified on Exhibit A. Capitalized terms used but not otherwise defined in this Schedule C shall have the meanings set forth in Exhibit C or, if not defined therein, in this Agreement. Representation Number on Exhibit C B Mortgage Loan Name and Number as Identified on Exhibit A Description of Exception

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6)

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