Exhibit 10.4
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
NATIXIS REAL ESTATE CAPITAL INC.
and
NATIXIS COMMERCIAL MORTGAGE FUNDING, LLC,
SELLERS
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of August 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP12
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of August 1, 2007, is between J.P. Morgan Chase Commercial Mortgage
Securities
Corp., as purchaser (the "Purchaser"), and Natixis Real Estate
Capital Inc.
("Natixis RE") and Natixis Commercial Mortgage Funding, LLC
("Natixis CMF"), as
sellers (each, a "Seller" and collectively, "Sellers").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement dated
as of August 1, 2007 (the "Pooling and Servicing Agreement") among
the
Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, N.A.,
as master
servicer (the "Master Servicer"), J.E. Robert Company, Inc., as
special servicer
(the "Special Servicer") and LaSalle Bank National Association, as
trustee (the
"Trustee"), pursuant to which the Purchaser will sell the Mortgage
Loans (as
defined herein) to a trust fund and certificates representing
ownership
interests in the Mortgage Loans will be issued by the trust fund.
For purposes
of this Agreement, the term "Natixis RE Mortgage Loans" refers to
the mortgage
loans listed on Exhibit A-1, the term "Natixis CMF Mortgage Loans"
refers to the
mortgage loans listed on Exhibit A-2, the term "Mortgage Loans"
refers to the
Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans,
collectively, and
the term "Mortgaged Properties" refers to the properties securing
such Mortgage
Loans.
The Purchaser and the Sellers wish to prescribe the manner of
sale
of the Natixis RE Mortgage Loans from Natixis RE to the Purchaser
and the sale
of the Natixis CMF Mortgage Loans from Natixis CMF to the Purchaser
and in
consideration of the premises and the mutual agreements hereinafter
set forth,
agree as follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of
Mortgage
File. Effective as of the Closing Date and upon receipt of the
purchase price
set forth in the immediately succeeding paragraph, each of Natixis
RE and
Natixis CMF does hereby sell, transfer, assign, set over and convey
to the
Purchaser, without recourse (subject to certain agreements
regarding servicing
as provided in the Pooling and Servicing Agreement, subservicing
agreements
permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated
as of the Closing Date between the Master Servicer and the Sellers)
all of its
right, title, and interest in and to the Natixis RE Mortgage Loans,
in the case
of Natixis RE, and the Natixis CMF Mortgage Loans, in the case of
Natixis CMF,
including all interest and principal received on or with respect to
such
Mortgage Loans after the Cut-off Date (other than payments of
principal and
interest first due on such Mortgage Loans on or before the Cut-off
Date), and in
the case of the Logan Portfolio Loans, the "regular interest" and
"residual
interest" in each individual loan REMIC formed pursuant to the
respective REMIC
Declarations executed on July 5, 2007. Upon the sale of the
Mortgage Loans, the
ownership of each related Mortgage Note, the Mortgage, the other
contents of the
related Mortgage File and each REMIC Declaration will be vested in
the Purchaser
and immediately thereafter the Trustee and the ownership of records
and
documents with respect to the related Mortgage Loan prepared by or
which come
into the possession of each Seller (other than the records and
documents
described in the proviso to Section 3(a) hereof) shall immediately
vest in the
Purchaser and immediately thereafter the Trustee. Each Seller's
records will
accurately reflect the sale of each such Mortgage Loan to the
Purchaser. On the
Closing Date, the Seller shall also deliver to the Depositor an
amount equal to
$252,236.20, which amount represents the aggregate amount of
interest that would
have accrued at the related Mortgage Rates on the applicable
Mortgage Loans
commencing August 1, 2007 for those Mortgage Loans that do not have
a Due Date
in September 2007. The Depositor will sell the Class A-1, Class
A-2, Class A-3,
Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class A-J,
Class B, Class
C, Class D, Class E and Class F Certificates (the "Offered
Certificates") to the
underwriters (the "Underwriters") specified in the underwriting
agreement, dated
as of August 24, 2007 (the "Underwriting Agreement") between the
Depositor and
J.P. Morgan Securities Inc. ("JPMSI") for itself and as
representative of the
several underwriters identified therein, and the Depositor will
sell the Class
G, Class H and Class J Certificates and a portion of the Class K
Certificates to
JPMSI and/or UBS Securities LLC as initial purchasers and sell the
remaining
portion of the Class K Certificates and the Class L, Class M, Class
N, Class P,
Class Q, Class T and Class NR Certificates through JPMSI, as
placement agent
pursuant to the certificate purchase and placement agreement dated
August 24,
2007 (the "Certificate Purchase and Placement Agreement"), among
the Depositor,
JPMSI, for itself as initial purchaser and on behalf of UBS
Securities LLC, as
initial purchaser, and JPMSI as placement agent.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms length basis and upon commercially reasonable terms. As the
purchase
price for the Natixis RE Mortgage Loans and the Natixis CMF
Mortgage Loans, the
Purchaser shall pay to Natixis RE or at Natixis RE's direction in
immediately
available funds the sum of $474,577,759.40 (which amount is
inclusive of accrued
interest and exclusive of Natixis RE's and Natixis CMF's pro rata
share of the
costs set forth in Section 9 hereof). The purchase and sale of the
Mortgage
Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by a
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the Master Servicer. All
scheduled payments
of principal and interest due on or before the Cut-off Date but
collected after
the Cut-off Date, and recoveries of principal and interest
collected on or
before the Cut-off Date (only in respect of principal and interest
on the
Mortgage Loans due on or before the Cut-off Date and principal
prepayments
thereon), shall belong to, and shall be promptly remitted to, the
applicable
Seller.
The transfer of each Mortgage Loan shall be reflected on the
applicable Seller's balance sheets and other financial statements
as a sale of
such Mortgage Loan by the applicable Seller to the Purchaser. Each
Seller
intends to treat the transfer of each Mortgage Loan to the
Purchaser as a sale
for tax purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a
purchase of such
Mortgage Loan by the Purchaser from the applicable Seller. The
Purchaser intends
to treat the transfer of each Mortgage Loan from the applicable
Seller as a
purchase for tax purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs each Seller, and each
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed
thereby, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the applicable Mortgage Loans under
Sections
2.01(b) and 2.01(c) of the Pooling and Servicing Agreement, and
meeting all the
requirements of such Sections 2.01(b) and 2.01(c), and such other
documents,
instruments and agreements as the Purchaser or the Trustee shall
reasonably
request. In addition, each Seller agrees to deliver or cause to be
delivered to
the Master Servicer, the Servicing File for each Mortgage Loan
transferred
pursuant to this Agreement; provided that neither Seller shall be
required to
deliver any draft documents, or any attorney client communications
which are
privileged communications or constitute legal or other due
diligence analyses,
or internal communications of such Seller or its affiliates, or
credit
underwriting or other analyses or data.
(a) With respect to the transfer described in Section 1 hereof,
if
the Mortgage Loan documents do not require the related Mortgagor to
pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the applicable Seller shall pay the
Transfer
Modification Costs required to transfer the letter of credit to the
Trustee as
described in such Section 1; provided that if the Mortgage Loan
documents
require the related Mortgagor to pay any Transfer Modification
Costs, such
Transfer Modification Costs shall be an expense of the Mortgagor
unless such
Mortgagor fails to pay such Transfer Modification Costs after the
Master
Servicer has exercised all remedies available under the Mortgage
Loan documents
to collect such Transfer Modification Costs from such Mortgagor, in
which case
the Master Servicer shall give the applicable Seller notice of such
failure and
the amount of such Transfer Modification costs and the applicable
Seller shall
pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. Each Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
applicable
Mortgage Loans. The parties intend that such conveyance of each
Seller's right,
title and interest in and to the applicable Mortgage Loans pursuant
to this
Agreement shall constitute a purchase and sale and not a loan. If
such
conveyance is deemed to be a pledge and not a sale, then the
parties also intend
and agree that the applicable Seller shall be deemed to have
granted, and in
such event does hereby grant, to the Purchaser, a first priority
security
interest in all of its right, title and interest in, to and under
the applicable
Mortgage Loans, all payments of principal or interest on such
Mortgage Loans due
after the Cut-off Date, all other payments made in respect of such
Mortgage
Loans after the Cut-off Date (except to the extent such payments
were due on or
before the Cut-off Date) and all proceeds thereof and that this
Agreement shall
constitute a security agreement under applicable law. If such
conveyance is
deemed to be a pledge and not a sale, the applicable Seller
consents to the
Purchaser hypothecating and transferring such security interest in
favor of the
Trustee and transferring the obligation secured thereby to the
Trustee.
SECTION 5. Covenants of the Sellers. Each Seller covenants with
the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the
intermediate
assignments of the applicable Mortgage Loans and the Assignments of
Mortgage
from such Seller to the Trustee in connection with the Pooling and
Servicing
Agreement; provided, if the related Mortgage has been recorded in
the name of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no
assignment of Mortgage Loans, Assignment of Mortgage or other
recorded document
in favor of the Trustee will be required to be prepared or
delivered and
instead, such Seller shall take all actions as are necessary to
cause the
Trustee to be shown as, and shall deliver evidence of any such
transfers to the
Master Servicer and the Special Servicer, and the Trustee shall
take all actions
necessary to confirm that it is shown as, the owner of the related
Mortgage on
the records of MERS for purposes of the system of recording
transfers of
beneficial ownership of mortgages maintained by MERS. All recording
fees
relating to the initial recordation of such intermediate
assignments and
Assignments of Mortgage shall be paid by such Seller;
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the Master Servicer, in order to assist and
facilitate in the
transfer of the servicing of the applicable Mortgage Loans to the
Master
Servicer, including effectuating the transfer of any letters of
credit with
respect to any applicable Mortgage Loan to the Trustee (in care of
the Master
Servicer) for the benefit of Certificateholders. Prior to the date
that a letter
of credit, if any, with respect to any applicable Mortgage Loan is
transferred
to the Trustee (in care of the Master Servicer), such Seller will
cooperate with
the reasonable requests of the Master Servicer or Special Servicer,
as
applicable, in connection with effectuating a draw under such
letter of credit
as required under the terms of the related Mortgage Loan
documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a Dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith,
with respect to
any information relating to the Mortgage Loans or such Seller, in
order to make
the statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to
any
information relating to the applicable Mortgage Loans or such
Seller, to comply
with applicable law, such Seller (or in the case of Natixis CMF,
Natixis RE on
behalf of such Seller) shall do all things necessary to assist the
Depositor to
prepare and furnish, at the expense of such Seller (to the extent
that such
amendment or supplement relates to such Seller, the Mortgage Loans
listed on
Exhibit A-1, or Exhibit A-2, as applicable, and/or any information
relating to
the same, as provided by such Seller), to the Underwriters such
amendments or
supplements to the Prospectus Supplement as may be necessary, so
that the
statements in the Prospectus Supplement as so amended or
supplemented, including
Annexes A-1, A-2, A-3 and B thereto and the Diskette included
therewith, with
respect to any information relating to the applicable Mortgage
Loans or such
Seller, will not, in the light of the circumstances when the
Prospectus is so
amended or supplemented, be misleading or so that the Prospectus
Supplement,
including Annexes A-1, A-2, A-3 and B thereto and the Diskette
included
therewith, with respect to any information relating to the
applicable Mortgage
Loans or such Seller, will comply with applicable law. All terms
used in this
clause (c) and not otherwise defined herein shall have the meaning
set forth in
the Indemnification Agreement, dated as of August 24, 2007 between
the Purchaser
and Natixis RE (the "Indemnification Agreement"); and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, such Seller (or in the case of
Natixis CMF,
Natixis RE on behalf of such Seller) shall provide the Purchaser
(or with
respect to any Companion Loan related to a Serviced Whole Loan or
any Serviced
Securitized Companion Loan that is deposited into an Other
Securitization or a
Regulation AB Companion Loan Securitization, the depositor in such
Other
Securitization or Regulation AB Companion Loan Securitization) and
the Trustee
with any Additional Form 10-D Disclosure and any Additional Form
10-K Disclosure
set forth next to the Purchaser's name on Schedule X and Schedule Y
of the
Pooling and Servicing Agreement within the time periods set forth
in the Pooling
and Servicing Agreement.
SECTION 6. Representations and Warranties.
(a) Each Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i)(A) in the case of Natixis RE, it is a corporation, duly
organized,
validly existing and in good standing under the laws of the
State of
New York and (B) in the case of Natixis CMF, it is a limited
liability
company, duly organized, validly existing and in good standing
under the
laws of the State of Delaware;
(ii) it has the power and authority to own its property and to
carry
on its
business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State
of
New York.
Such Seller is in compliance with the laws of each state in
which any
Mortgaged Property is located to the extent necessary so that a
subsequent
holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of
such
state
would not be prohibited from enforcing such Mortgage Loan solely
by
reason of
any non-compliance by such Seller;
(v) the execution, delivery and performance of this Agreement
by
such
Seller have been duly authorized by all requisite action by
such
Seller's
board of directors and will not violate or breach any provision
of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by
such
Seller and
constitutes a legal, valid and binding obligation of such
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which such
Seller is a party or of which any property of such Seller is
the
subject which, if determined adversely to such Seller, would
reasonably
be expected to adversely affect (A) the transfer of the
applicable
Mortgage Loans and the Mortgage Loan documents as contemplated
herein,
(B) the execution and delivery by such Seller or enforceability
against
such Seller of the applicable Mortgage Loans or this Agreement,
or
(C) the
performance of such Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished
by such Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by such Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would
be, in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the applicable Mortgage Loans and the performance
by
such
Seller of all of its obligations under this Agreement and the
consummation by such Seller of the transactions herein contemplated
do not
conflict
with or result in a breach of any of the terms or provisions
of,
or constitute a
default under, any material indenture, mortgage, deed of
trust,
loan agreement or other agreement or instrument to which such
Seller is
a party or by which such Seller is bound or to which any of the
property
or assets of such Seller is subject, nor will any such action
result in
any violation of the provisions of any applicable law or
statute
or any
order, rule or regulation of any court or governmental agency
or
body
having jurisdiction over such Seller, or any of its properties,
except for
conflicts, breaches, defaults and violations which individually
and in the
aggregate would not have a material adverse effect on the
transactions contemplated herein; and no consent, approval,
authorization,
order,
license, registration or qualification of or with any such court
or
governmental agency or body is required for the consummation by
such
Seller of
the transactions contemplated by this Agreement, other than any
consent,
approval, authorization, order, license, registration or
qualification that has been obtained or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser
or the Dealers or their respective affiliates or any servicer
of
a related
Mortgage Loan) that may be entitled to any commission or
compensation in connection with the sale or purchase of the
related
Mortgage
Loans or entering into this Agreement or (B) paid in full any
such
commission or compensation (except with respect to any servicer of
a
related
Mortgage Loan, any commission or compensation that may be due
and
payable to
such servicer if such servicer is terminated and does not
continue
to act as a servicer); and
(xi) it is solvent and the sale of the applicable Mortgage
Loans
hereunder
will not cause it to become insolvent; and the sale of the
applicable
Mortgage Loans is not undertaken with the intent to hinder,
delay or
defraud any of such Seller's creditors.
(b) The Purchaser represents and warrants to such Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in
good
standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all
jurisdictions in which ownership or lease of its property or
the
conduct of
its business requires such qualification, except where the
failure to
be so qualified would not have a material adverse effect on the
Purchaser,
and the Purchaser is conducting its business so as to comply in
all
material respects with the applicable statutes, ordinances, rules
and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions
hereof, will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument or agreement to which the Purchaser is a
party or
by which it is bound, or (B) result in the creation or
imposition
of any
lien, charge or encumbrance upon any of the Purchaser's
property
pursuant
to the terms of any such indenture, mortgage, contract or other
instrument
or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the
Purchaser enforceable against it in accordance with its terms
(except as
enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which
the
Purchaser is a party or of which any property of the Purchaser is
the
subject
which, if determined adversely to the Purchaser, might
interfere
with or
adversely affect the consummation of the transactions
contemplated
herein and
in the Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or
contemplated
by any
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of
any court
or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent
or
other person,
other than the Sellers, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation
in
connection
with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of
or with
any court or governmental agency or body, if any, required for
the
execution,
delivery and performance of this Agreement by the Purchaser
have been
obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States
Banking Secrecy Act, the United States Money Laundering Control
Act
of 1986 or
the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) Natixis RE further makes the representations and warranties
as
to the Natixis RE Mortgage Loans and the Natixis CMF Mortgage Loans
set forth in
Exhibit B as of the Closing Date (or as of such other date if
specifically
provided in the particular representation or warranty), which
representations
and warranties are subject to the exceptions thereto set forth in
Exhibit C.
Neither the delivery by the Sellers of the Mortgage Files,
Servicing Files, or
any other documents required to be delivered under Section 2.01 of
the Pooling
and Servicing Agreement, nor the review thereof or any other due
diligence by
the Trustee, any Master Servicer, the Special Servicer, a
Certificate Owner or
any other Person shall relieve a Seller of any liability or
obligation with
respect to any representation or warranty or otherwise under this
Agreement or
constitute notice to any Person of a Breach or Defect (it being
understood that
only Natixis RE shall be liable with respect to any representation
or warranty
set forth on Exhibit B with respect to the Mortgage Loans
(including the Natixis
CMF Mortgage Loans)).
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Sellers and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
any Mortgage
Loan, the value of the related Mortgaged Property or the interests
of the
Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, Natixis RE
shall,
not later than 90 days from the earlier of a Seller's receipt of
the notice or,
in the case of a Defect or Breach relating to a Mortgage Loan not
being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulation Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, a
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the Master Servicer for deposit into the Certificate
Account, any
Substitution Shortfall Amount (as defined below) in connection
therewith;
provided, however, that except with respect to a Defect resulting
solely from
the failure by a Seller to deliver to the Trustee or Custodian the
actual policy
of lender's title insurance required pursuant to clause (ix) of the
definition
of Mortgage File by a date not later than 18 months following the
Closing Date,
if such Breach or Defect is capable of being cured but is not cured
within the
Initial Resolution Period, and Natixis RE has commenced and is
diligently
proceeding with the cure of such Breach or Defect within the
Initial Resolution
Period, Natixis RE shall have an additional 90 days commencing
immediately upon
the expiration of the Initial Resolution Period (the "Extended
Resolution
Period") to complete such cure (or, failing such cure, to
repurchase the related
Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described
above); and provided, further, that with respect to the Extended
Resolution
Period Natixis RE shall have delivered an officer's certificate to
the Rating
Agencies, the Master Servicer, the Special Servicer, the Trustee
and the
Directing Certificateholder setting forth the reason such Breach or
Defect is
not capable of being cured within the Initial Resolution Period and
what actions
Natixis RE is pursuing in connection with the cure thereof and
stating that
Natixis RE anticipates that such Breach or Defect will be cured
within the
Extended Resolution Period. Notwithstanding the foregoing, any
Defect or Breach
which causes any Mortgage Loan not to be a "qualified mortgage"
(within the
meaning of Section 860G(a)(3) of the Code, without regard to the
rule of
Treasury Regulations Section 1.860G-2(f)(2) which causes a
defective mortgage
loan to be treated as a qualified mortgage) shall be deemed to
materially and
adversely affect the interests of the holders of the Certificates
therein, and
such Mortgage Loan shall be repurchased or a Qualified Substitute
Mortgage Loan
substituted in lieu thereof without regard to the extended cure
period described
in the preceding sentence. If the affected Mortgage Loan is to be
repurchased,
Natixis RE shall remit the Repurchase Price (defined below) in
immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan
document
requires the related Mortgagor to bear the costs and expenses
associated with
any particular action or matter under such Mortgage Loan
document(s), then
Natixis RE shall cure such Breach within the applicable cure period
(as the same
may be extended) by reimbursing the Trust Fund (by wire transfer of
immediately
available funds) the reasonable amount of any such costs and
expenses incurred
by the Master Servicer, the Special Servicer, the Trustee or the
Trust Fund that
are the basis of such Breach and have not been reimbursed by the
related
Mortgagor; provided, however, that in the event any such costs and
expenses
exceed $10,000, Natixis RE shall have the option to either
repurchase or
substitute for the related Mortgage Loan as provided above or pay
such costs and
expenses. Except as provided in the proviso to the immediately
preceding
sentence, Natixis RE shall remit the amount of such costs and
expenses and upon
its making such remittance, Natixis RE shall be deemed to have
cured such Breach
in all respects. To the extent any fees or expenses that are the
subject of a
cure by Natixis RE are subsequently obtained from the related
Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained
from the
Mortgagor shall be returned to Natixis RE pursuant to Section
2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the
sole remedy
with respect to any breach of the representation set forth in the
second to last
sentence of clause (32) of Exhibit B hereto shall be payment by
Natixis RE of
such costs and expenses without respect to the materiality of such
breach.
Any of the following will cause a document in the Mortgage File
to
be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro-forma or specimen
title insurance
policy or a commitment to issue the same pursuant to written escrow
instructions
signed by the title insurance company) called for by clause (ix) of
the
definition of "Mortgage File" in the Pooling and Servicing
Agreement; (d) the
absence from the Mortgage File of any required letter of credit;
(e) with
respect to any leasehold mortgage loan, the absence from the
related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; or
(f) the absence from the Mortgage File of any intervening
assignments required
to create a complete chain of assignments to the Trustee on behalf
of the Trust,
unless there is included in the Mortgage File a certified copy of
the
intervening assignment and a certificate stating that the original
intervening
assignments were sent for recordation; provided, however, that no
Defect (except
the Defects previously described in clauses (a) through (f)) shall
be considered
to materially and adversely affect the value of any Mortgage Loan,
the value of
the related Mortgaged Property, or the interests of the Trustee
therein or the
interests of any Certificateholder therein unless the document with
respect to
which the Defect exists is required in connection with an imminent
enforcement
of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending
any claim asserted by any borrower or third party with respect to
the Mortgage
Loan, establishing the validity or priority of any lien on any
collateral
securing the Mortgage Loan or for any immediate significant
servicing
obligation. Notwithstanding the foregoing, the delivery of executed
escrow
instructions or a commitment to issue a lender's title insurance
policy, as
provided in clause (ix) of the definition of "Mortgage File" in the
Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy
of lender's
title insurance, shall not be considered a Defect or Breach with
respect to any
Mortgage File if such actual policy is delivered to the Trustee or
its Custodian
within 18 months after the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and Natixis RE
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the
applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if
any, satisfy all
other criteria for repurchase or substitution, as applicable, of
Mortgage Loans
set forth herein. In the event that the remaining Crossed Loans
satisfy the
aforementioned criteria, Natixis RE may elect either to repurchase
or substitute
for only the affected Crossed Loan as to which the related Breach
or Defect
exists or to repurchase or substitute for all of the Crossed Loans
in the
related Crossed Group. Natixis RE shall be responsible for the cost
of any
Appraisal required to be obtained by the Master Servicer to
determine if the
Crossed Loan Repurchase Criteria have been satisfied, so long as
the scope and
cost of such Appraisal has been approved by Natixis RE (such
approval not to be
unreasonably withheld).
To the extent that Natixis RE is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
Natixis RE nor the Trustee shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially impair
the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then
Natixis RE and
the Trustee shall forbear from exercising such remedies until the
Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be
modified in
a manner that removes the threat of material impairment as a result
of the
exercise of remedies or some other accommodation can be reached.
Any reserve or
other cash collateral or letters of credit securing the Crossed
Loans shall be
allocated between such Crossed Loans in accordance with the
Mortgage Loan
documents, or otherwise on a pro rata basis based upon their
outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed
Loan that
remains in the Trust Fund is modified to terminate the related
cross
collateralization and/or cross default provisions, as a condition
to such
modification, Natixis RE shall furnish to the Trustee an Opinion of
Counsel that
any modification shall not cause an Adverse REMIC Event. Any
expenses incurred
by the Purchaser in connection with such modification or
accommodation
(including but not limited to recoverable attorney fees) shall be
paid by
Natixis RE.
The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan
to be repurchased pursuant to this Agreement and Section 2.03 of
the Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning
given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute
and deliver,
or cause the execution and delivery of, such endorsements and
assignments,
without recourse, as shall be necessary to vest in Natixis RE the
legal and
beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to
Natixis RE of all portions of the Mortgage File and other documents
(including
the Servicing File) pertaining to such Mortgage Loan possessed by
the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release,
or cause to
be released, to Natixis RE any escrow payments and reserve funds
held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased
or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto
shall
survive the execution and delivery and any termination of this
Agreement and
shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or
Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party
of
any Breach of a representation or warranty contained in this
Section 6. Natixis
RE's obligation to cure any Breach or Defect or repurchase or
substitute for the
affected Mortgage Loan pursuant to Section 6(e) herein shall
constitute the sole
remedy available to the Purchaser in connection with a Breach or
Defect (subject
to the last sentence of the second paragraph of Section 6(e)). It
is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes only; provided, however, that no
limitation of
remedy is implied with respect to Natixis RE's breach of its
obligation to cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the
Purchaser
to purchase the Mortgage Loans shall be subject to the
satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of each Seller required to be
performed
by it at or prior to the Closing Date pursuant to the terms of this
Agreement
shall have been duly performed and complied with and all of the
representations
and warranties of each Seller under this Agreement shall be true
and correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of each
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents with respect to each Seller:
(i)(A) in the case of Natixis RE, copies of such Seller's
articles
of
association and by-laws and (B) in the case of Natixis CMF, copies
of
such
Seller's certificate of formation and limited liability company
agreement,
certified as of a recent date by the Secretary or Assistant
Secretary
of such Seller;
(ii) an original or copy of a certificate of good standing of
such
Seller
issued by (A) in the case of Natixis RE, the Secretary of the
State
of New
York and (B) in the case of Natixis CMF, the Secretary of State
of
the State
of Delaware dated not earlier than sixty days prior to the
Closing
Date;
(iii) an opinion of counsel of such Seller, in form and
substance
satisfactory to the Purchaser and its counsel, substantially to the
effect
that:
(A) (A) in the case of Natixis RE, such Seller is a
corporation, duly organized, validly existing and in good
standing
under the laws of the State of New York and (B) in the case of
Natixis CMF, such Seller is a limited liability company, duly
organized, validly existing and in good standing under the laws
of
the State of Delaware;
(B) such Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and, in the case of Natixis RE, the Indemnification
Agreement;
(C) all necessary corporate or other action has been taken by
such Seller to authorize the execution, delivery and performance
of
this Agreement and, in the case of Natixis RE, the
Indemnification
Agreement by such Seller and this Agreement is a legal, valid
and
binding agreement of such Seller enforceable against such
Seller,
whether such enforcement is sought in a procedure at law or in
equity, except to the extent such enforcement may be limited by
bankruptcy or other similar creditors' laws or principles of
equity
and public policy considerations underlying the securities laws,
to
the extent that such public policy considerations limit the
enforceability of the provisions of the Agreement which purport
to
provide indemnification with respect to securities law
violations;
(D) such Seller's execution and delivery of, and such Seller's
performance of its obligations under, each of this Agreement and,
in
the case of Natixis RE, the Indemnification Agreement do not
and
will not conflict with such Seller's organizational documents
or
conflict with or result in the breach of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material
agreement
or instrument to which such Seller is a party or by which such
Seller is bound, or to which any of the property or assets of
such
Seller is subject or violate any provisions of law or conflict
with
or result in the breach of any order of any court or any
governmental body binding on such Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or
to
such counsel's actual knowledge, threatened, against such
Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or, in the case of Natixis RE,
the
Indemnification Agreement or (ii) would, if decided adversely to
the
Sellers, either individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of
such
Seller to perform its obligations under this Agreement or, in
the
case of Natixis RE, the Indemnification Agreement; and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by
such
Seller of the transactions contemplated by this Agreement and,
in
the case of Natixis RE, the Indemnification Agreement, except
such
consents, approvals, authorizations, orders, licenses,
registrations
or qualifications as have been obtained; and
(iv) a letter from counsel of such Seller to the effect that
nothing
has come to such
counsel's attention that would lead such counsel to
believe
that the Prospectus Supplement as of the date thereof or as of
the
Closing
Date contains, with respect to such Seller or the related
Mortgage
Loans, any
untrue statement of a material fact or omits to state a
material
fact necessary in order to make the statements therein relating
to such
Seller or the related Mortgage Loans, in the light of the
circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase and Placement Agreement.
(d) Natixis RE shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) Each Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Sellers will pay their pro rata share
(such
Sellers' pro rata share to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents in proportion to the aggregate principal balance as of
the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of
all costs
and expenses of the Purchaser in connection with the transactions
contemplated
herein, including (without duplication thereof), but not limited
to: (i) the
costs and expenses of the Purchaser in connection with the purchase
of the
Mortgage Loans and other mortgage loans; (ii) the costs and
expenses of
reproducing and delivering the Pooling and Servicing Agreement and
printing (or
otherwise reproducing) and delivering the Certificates; (iii) the
reasonable and
documented fees, costs and expenses of the Trustee and its counsel
incurred in
connection with the Trustee entering into the Pooling and Servicing
Agreement;
(iv) the fees and disbursements of a firm of certified public
accountants
selected by the Purchaser and the Sellers with respect to numerical
information
in respect of the Mortgage Loans, other mortgage loans and the
Certificates
included in the Prospectus, the Memoranda (as defined in the
Indemnification
Agreement) and any related 8-K Information (as defined in the
Underwriting
Agreement), or items similar to the 8-K Information, including the
cost of
obtaining any "comfort letters" with respect to such items; (v) the
costs and
expenses in connection with the qualification or exemption of the
Certificates
under state securities or blue sky laws, including filing fees and
reasonable
fees and disbursements of counsel in connection therewith; (vi) the
costs and
expenses in connection with any determination of the eligibility of
the
Certificates for investment by institutional investors in any
jurisdiction and
the preparation of any legal investment survey, including
reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs
and expenses
in connection with printing (or otherwise reproducing) and
delivering the
Registration Statement, Prospectus and Memoranda, and the
reproduction and
delivery of this Agreement and the furnishing to the Underwriters
of such copies
of the Registration Statement, Prospectus, Memoranda and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood LLP, counsel to the
Underwriters, and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. Each Seller hereby acknowledges that
the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement and that the rights so assigned may be further assigned
to, and shall
inure to the benefit of, any successor trustee under the Pooling
and Servicing
Agreement. Each Seller hereby acknowledges its obligations (subject
to the
provisions hereof), including that of expense reimbursement,
pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the
Pooling and
Servicing Agreement, the representations and warranties of each
Seller made
hereunder and the remedies provided hereunder with respect to
Breaches or
Defects may not be further assigned by the Purchaser, the Trustee
or any
successor trustee. No owner of a Certificate issued pursuant to the
Pooling and
Servicing Agreement shall be deemed a successor or permitted assign
because of
such ownership. This Agreement shall bind and inure to the benefit
of, and be
enforceable by, each Seller, the Purchaser and their permitted
successors and
permitted assigns. The warranties and representations and the
agreements made by
each Seller herein shall survive delivery of the Mortgage Loans to
the Trustee
until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) with respect to all notices of legal proceedings
and similar
matters, c/o Global Securitization Services, LLC, 400 West Main
Street, Suite
338, Babylon, NY 11702, Attn.: Bernard J. Angelo, Fax No. (212)
302-8767 and
(ii) with respect to Natixis RE Mortgage Loans and Natixis CMF
Mortgage Loans,
c/o Natixis Real Estate Capital, Inc., 9 West 57th Street, 36th
Floor, New York,
New York 10019, Attention: Albert Zakes, fax number: (212)
891-1922
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and each Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of a Seller whatsoever shall be effective against such
Seller unless
such Seller shall have agreed to such amendment in writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between a Seller and the Purchaser shall operate
as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. Except as set forth in
Section 6
herein, no notice to or demand on any party in any case shall
entitle such party
to any other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and a Seller and neither
the Purchaser
nor a Seller shall take any action which could reasonably lead a
third party to
assume that it has the authority to bind the other party or make
commitments on
such party's behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and each Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP., as Purchaser
By: /s/ Emanuel
Chrysoulakis
------------------------------------
Name: Emanuel
Chrysoulakis
Title: Vice President
NATIXIS REAL ESTATE CAPITAL INC., as
Seller
By: /s/ Jon W.
Brayshaw
------------------------------------
Name: Jon W.
Brayshaw
Title: Managing Director
By: /s/ Scott
Douglass
------------------------------------
Name: Scott
Douglass
Title: Managing Director
NATIXIS COMMERCIAL MORTGAGE FUNDING,
LLC, as Seller
By: /s/ Bernard
J. Angelo
------------------------------------
Name: Bernard J.
Angelo
Title: Senior Vice President
<PAGE>
EXHIBIT A-1
NATIXIS RE MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP12
Mortgage Loan Schedule (Natixis Real Estate Capital)
<TABLE>
<CAPTION>
Originator/Loan
Loan # Seller
Mortgagor Name
------
----------------
---------------------------
-----------------------------------------------------------------
<S> <C>
<C>
<C>
3
NATIXIS
Natixis Real Estate Capital Jemal's Darth Vader
L.L.C.
21
NATIXIS
Natixis Real Estate Capital C & K Holding Company,
Inc.
24
NATIXIS
Natixis Real Estate Capital KE Bentley One LLC, KGC
Bentley Two LLC
37
NATIXIS
Natixis Real Estate Capital MDR Queensmark, LLC, Q.M.
Apartments, L.P.
45
NATIXIS
Natixis Real Estate Capital Sidhal Equity, LLC, Woodland
Equity, LLC, James Asset, LLC
EKG Investors, LLC, SCT Investors, LLC, RLZ Investors,LLC, MHFT
47
NATIXIS
Natixis Real Estate Capital Investors, LLC
65
NATIXIS
Natixis Real Estate Capital Sono Square Associates,
LLC
67
NATIXIS
Natixis Real Estate Capital Villa Cristina, LLC
84
NATIXIS
Natixis Real Estate Capital Scientific Finance, LLC
99
NATIXIS
Natixis Real Estate Capital Medure SPE, LLC
99.01
NATIXIS
99.02
NATIXIS
100
NATIXIS
Natixis Real Estate Capital Epos Realty Associates,
LLC
114
NATIXIS
Natixis Real Estate Capital RTC Austin, L.L.C.
115
NATIXIS
Natixis Real Estate Capital Capwell Commercial LP
116
NATIXIS
Natixis Real Estate Capital Prestonwood Partners
Ltd.
117
NATIXIS
Natixis Real Estate Capital P.A. Properties, LLC
132
NATIXIS
Natixis Real Estate Capital LG-310 Clarksville IN,
LLC
133
NATIXIS
Natixis Real Estate Capital Meridian III, LLC
136
NATIXIS
Natixis Real Estate Capital Clifton Park 2007, LLC
University Row LP, The Old Second National Bank of Aurora as
139
NATIXIS
Natixis Real Estate Capital Trustee Under Trust
#4778
University Court LP, The Old Second National Bank of Aurora As
142
NATIXIS
Natixis Real Estate Capital Trustee Under Trust
#4798
143
NATIXIS
Natixis Real Estate Capital LG-432 Beaver Creek OH,
LLC
145
NATIXIS
Natixis Real Estate Capital LG-369 Decatur AL, LLC
146
NATIXIS
Natixis Real Estate Capital LG-328 Huntsville AL,
LLC
University Commons LP, The Old Second National Bank of Aurora
147
NATIXIS
Natixis Real Estate Capital as Trustee Under Trust
#5559
148
NATIXIS
Natixis Real Estate Capital LG-404 Flowood MS, LLC
149
NATIXIS
Natixis Real Estate Capital LG-435 Bowling Green KY,
LLC
150
NATIXIS
Natixis Real Estate Capital LG-340 Savannah GA, LLC
151
NATIXIS
Natixis Real Estate Capital LG-306 Murfreesboro TN,
LLC
152
NATIXIS
Natixis Real Estate Capital LG-332 W. Monroe LA, LLC
153
NATIXIS
Natixis Real Estate Capital LG-379 Gallatin TN, LLC
155
NATIXIS
Natixis Real Estate Capital LG-375 Canton MI, LLC
156
NATIXIS
Natixis Real Estate Capital LG-409 Ft. Olgethorpe GA,
LLC
157
NATIXIS
Natixis Real Estate Capital LG-377 Oxford AL, LLC
158
NATIXIS
Natixis Real Estate Capital University Apartments of
Greenville, LLC
159
NATIXIS
Natixis Real Estate Capital LG-381 Evansville IN,
LLC
University Center LP, The Old Second National Bank of Aurora as
160 NATIXIS
Natixis Real Estate Capital Trustee Under Trust
#5197
161
NATIXIS
Natixis Real Estate Capital LG-394 Austin TX, LLC
The Old Second National Bank of Aurora as Trustee Under Trust
163
NATIXIS
Natixis Real Estate Capital #6422, Phoenix Apartments
LP
<CAPTION>
Loan # Property Address
City
State Zip
Code
--------
---------------------------------------------------------------
---------------------- ----- ---------
<S>
<C>
<C>
<C> <C>
3
111
Massachusetts Avenue, NW
Washington
DC
20001
21
2114 Route 4
Eastbound
Fort Lee
NJ
07024
24
32 College Road
Fairbanks
AK
99701
37
1900 55th Ave
St. Petersburg
FL
33712
45
20501 Ventura
Blvd
Woodland Hills
CA
91364
47
5021-5215
Fruitridge Road and 5304-5410 Stockton Boulevard
Sacramento
CA
95820
65
85 - 99 Water
Street; 96 Water Street; and 17 Day Street
Norwalk
CT 06854
67
212 & 222
South Ocala Road and 2030 & 2043 Belle Vue Way
Tallahassee
FL
32304
84
10150 Old
Columbia Road
Columbia
MD
21046
99
Various
Various
PA
Various
99.01
154 Keystone
Drive (Rte 60 and Pulaski Road)
Neshannock Township
PA
16105
99.02
103 Sampson
Street
New Castle
PA
16101
100
42 West Main
Street
Owego
NY
13827
114
8015 Exchange
Drive
Austin
TX
78754
115
7980-8080
Capwell Drive
Oakland
CA
94621
116
15203 Knoll
Trail Road
Dallas
TX
75248
117
3827-3859
Pennsylvania Avenue
Washington
DC
20020
132
970 SH 131
Clarksville
IN
47129
133
11800 East
Oswego Street
Englewood
CO
80112
136
1746 Route 9
Clifton Park
NY
12065
139
104 W. Cherry
Street
Normal
IL
61761
142
801 Kingsley
Street, 404 W. Locust Street, 206 W. Locust
Street and 205 W. Willow Street
Normal
IL
61761
143
2819 Centre
Drive
Beavercreek
OH
45324
145
2315 Beltline
Road
Decatur
AL
35601
146
4249 Balmoral
Drive
Huntsville
AL
35801
147
308 East Taylor
Street, 501 South Fell Avenue, 103 West
Locust Street and 605, 609 Hester Avenue
Normal
IL
61761
148
277 Dogwood Blvd
Flowood
MS
39232
149
2920 Scottsville
Road
Bowling Green
KY
42103
150
11301 Abercom
Street
Savannah
GA
31419
151
740 NW Broad
Street
Murfreesboro
TN
37129
152
201 Constitution
Drive
West Monroe
LA
71292
153
1007 Village
Green Crossing
Gallatin
TN
37066
155 39605 Ford Road
Canton
MI
48184
156
2584 Battlefield
Parkway
Fort Oglethorpe
GA
30742
157
40 Ali Way
Oxford
AL
36203
158
2899 and 2901
East 5th Street
Greenville
NC
27858
159
5645 Pearl Drive
Evansville
IN
47712
160
116 W. Cherry
Street
Normal
IL
61761
161
701 East
Stassney
Austin
TX
78745
163
101 West Phoenix
Avenue
Normal
IL
61761
<CAPTION>
Interest Net
Mortgage
Original
Loan # County
Property Name
Size
Measure Rate
(%) Interest
Rate Balance
------
--------------------
---------------------------------- ------ ----------- -------- ------------- -----------
<S> <C>
<C>
<C> <C>
<C>
<C>
<C>
3
District of
Columbia 111
Massachusetts Avenue
254890 Square
Feet
5.89700
5.87623
90,000,000
21
Bergen
Hilton Fort Lee
237 Rooms
6.27800
6.25723
33,000,000
24
North Star
Borough Bentley Mall
177150 Square
Feet
5.70100
5.68023
29,000,000
37
Pinellas
Queensmark Apartments
518 Units
6.16000
6.13923
18,100,000
45
Los Angeles
The Chateau
78246
Square Feet
5.75300
5.73223
14,200,000
47
Sacremento
Stockridge Plaza
94507 Square
Feet
6.01400
5.99323
13,350,000
65
Fairfield
SoNo Square
93438 Square
Feet
6.43500
6.41423 9,975,000
67
Leon
Villa Cristina
130 Units
6.17000
6.14923 9,350,000
84
Howard
Scientific Labs Bldg
75500 Square
Feet
6.39000
6.36923 7,000,000
99
Lawrence
Medure Portfolio
104130 Square
Feet
6.28700
6.26623 5,400,000
99.01 Lawrence
Steelite Building
62000 Square
Feet
6.28700
4,050,000
99.02 Lawrence
Newspaper Holdings Building
42130 Square
Feet
6.28700
1,350,000
100 Tioga
Owego Fairgrounds
67214 Square
Feet
6.24000
6.21923 5,400,000
114 Travis
Ram-Tool & Supply
56700 Square
Feet
6.48000
6.36923 4,250,000
115 Alameda
7980-8080 Capwell Drive
68235 Square
Feet
5.77500
5.75423 4,250,000
116 Dallas
Prestonwood Village II
41322 Square
Feet
6.22000
6.19923 4,100,000
117 District of Columbia
Fairfax Village
Shopping Center
21031 Square
Feet
6.34500
6.26423 4,100,000
132 Clark
Clarksville - Logan
7950 Square Feet
5.86500
5.84423 2,840,000
133 Douglas
Meridian Village Center
13258 Square
Feet
5.93200
5.91123 2,825,000
136 Saratoga
Tractor Supply - Clifton Park
22670 Square
Feet
6.28500
6.26423 2,800,000
139 McLean
University Row Tinervin
30 Units
6.41000
6.38923 2,457,000
142 McLean
University Court Tinervin
30 Units
6.41000
6.38923 1,995,500
143 Greene
Logan Portfolio-Beavercreek, OH
7999 Square Feet
5.86500
5.84423 1,915,000
145 Morgan
Logan Portfolio-Decatur, AL
7947 Square Feet
5.86500
5.84423 1,755,000
146 Madison
Logan Portfolio-Huntsville, AL
7839 Square Feet
5.86500
5.84423 1,750,000
147 McLean
University Commons Tinervin
34 Units
6.41000
6.38923 1,735,500
148 Rankin
Logan Portfolio-Flowood, MS
8060 Square Feet
5.86500
5.84423 1,655,000
149 Warren
Logan Portfolio-Bowling Green, KY 8140
Square Feet
5.86500
5.84423 1,630,000
150 Chatham
Logan Portfolio-Savannah, GA
7409 Square Feet
5.86500
5.84423 1,555,000
151 Rutherford
Logan Portfolio-Murfreesboro, TN 7839
Square Feet
5.86500
5.84423 1,545,000
152 Ouachita Parish
Logan Portfolio-West Monroe, LA
7839 Square Feet
5.86500
5.84423 1,540,000
153 Sumner
Logan Portfolio-Gallatin, TN
7943 Square Feet
5.86500
5.84423 1,475,000
155 Wayne
Logan Portfolio-Canton, MI
8329 Square Feet
5.86500
5.84423 1,365,000
156 Catoosa
Logan Portfolio-Ft. Oglethorpe, GA 8060
Square Feet
5.86500
5.84423 1,305,000
157 Calhoun
Logan Portfolio-Oxford, AL
7956 Square Feet
5.86500
5.84423 1,280,000
158 Pitt
University Apts - Greenville
46 Units
6.64500
6.50923 1,260,000
159 Vanderburgh
Logan Portfolio-Evansville, IN
7961 Square Feet
5.86500
5.84423 1,245,000
160 McLean
University Center Tinervin
21 Units
6.44000
6.41923 1,180,000
161 Travis
Logan Portfolio-Austin, TX
8060 Square Feet
5.86500
5.84423 1,165,000
163 McLean
Phoenix Apartments Tinervin
17 Units
6.82000
6.79923
669,500
<CAPTION>
Maturity/
Monthly
Servicing
Loan # Cutoff
Balance Term
Rem. Term
ARD Date
Amort.
Term Rem. Amort.
Debt Service
Fee Rate
Accrual
Type
------
--------------
---- ---------
---------
-----------
-----------
------------
---------
------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
3
90,000,000
120
119 07/05/17
360
360
533,650 0.02000
Actual/360
21
33,000,000
120
120 08/05/17
360
360
203,788 0.02000
Actual/360
24
29,000,000
120
118 06/01/17
360
360
168,335 0.02000
Actual/360
37
18,100,000
120
119 07/05/17
360
360
110,388 0.02000
Actual/360
45
14,200,000
120
119 07/07/17
360
360
82,894 0.02000
Actual/360
47
13,350,000
120
111 11/05/16
353
353
80,801 0.02000
Actual/360
65
9,975,000
120
120 08/05/17
360
360
62,623 0.02000
Actual/360
67
9,333,536
120
118 06/05/17
360
358
57,084 0.02000
Actual/360
84
6,964,149 60
56 04/05/12
300
296
46,784 0.02000
Actual/360
99
5,400,000
120
120 08/05/17
300
300
35,746 0.02000
Actual/360
99.01
4,050,000
120
120 08/05/17
300
300
Actual/360
99.02
1,350,000
120
120 08/05/17
300
300
Actual/360
100
5,395,802
120
119 07/01/17
360
359
33,214 0.02000
Actual/360
114
4,250,000
120
120 08/05/17
360
360
26,807 0.11000
Actual/360
115
4,246,266
120
119 07/05/17
360
359
24,869 0.02000
Actual/360
116
4,100,000
120
120 08/05/17
360
360
25,164 0.02000
Actual/360
117
4,100,000
120
120 08/05/17
360
360
25,498 0.08000
Actual/360
132
2,832,074
120
118 06/07/17
300
298
18,065 0.02000
Actual/360
133
2,825,000
120
119 07/07/17
360
360
16,814 0.02000
Actual/360
136
2,800,000
120
120 08/05/17
360
360
17,304 0.02000
Actual/360
139
2,457,000
120
120 08/05/17
360
360
15,385 0.02000
Actual/360
142
1,995,500
120
120 08/05/17
360
360
12,495 0.02000
Actual/360
143
1,915,000
120
117 05/07/17
360
360
11,316 0.02000
Actual/360
145
1,755,000
120
117 05/07/17
360
360
10,370 0.02000
Actual/360
146
1,750,000
120
117 05/07/17
360
360
10,341
0.02000 Actual/360
147
1,735,500
120
120 08/05/17
360
360
10,867 0.02000
Actual/360
148
1,655,000
120
117 05/07/17
360
360
9,779 0.02000
Actual/360
149
1,630,000
120
117 05/07/17
360
360
9,632 0.02000
Actual/360
150
1,555,000
120
117 05/07/17
360
360
9,188 0.02000
Actual/360
151
1,545,000
120
117 05/07/17
360
360
9,129 0.02000
Actual/360
152
1,540,000
120
117 05/07/17
360
360
9,100 0.02000
Actual/360
153
1,475,000
120
117 05/07/17
360
360
8,716 0.02000
Actual/360
155
1,365,000
120
117 05/07/17
360
360
8,066 0.02000
Actual/360
156
1,305,000
120
117 05/07/17
360
360
7,711 0.02000
Actual/360
157
1,280,000
120
117 05/07/17
360
360
7,564 0.02000
Actual/360
158
1,259,125
120
119 07/05/17
360
359
8,085 0.13500
Actual/360
159
1,245,000
120
117 05/07/17
360
360
7,357 0.02000
Actual/360
160
1,180,000
120
120 08/05/17
360
360
7,412 0.02000
Actual/360
161
1,165,000
120
117 05/07/17
360
360
6,884 0.02000
Actual/360
163
669,500
120
120 08/05/17
360
360
4,374 0.02000
Actual/360
<CAPTION>
ARD Step
Loan # ARD (Y/N)
Up (%)
Title Type
Crossed Loan
Guarantor
------ ---------
--------
----------
------------
-----------------------------------------------------------------
<S> <C>
<C>
<C>
<C>
<C>
3
No
Fee
Douglas Jemal and Norman Jemal
21
No
Fee
Angeline Cho
24
No
Fee
F. Ron Krausz
37
No
Fee
Michael D. Rubin and Harry Bookey
45
No
Fee
Bruce
Abrams
47
No
Fee
Martin Ensbury, Michael Francik, Heather Francik and Ronald
Zapf
65
No
Fee
David A. Waldman and John Johnson
67
No
Fee
Steven M. Leoni
84
No
Fee
Rajeshwari Patel
99
No
Fee
Angelo Medure
99.01 No
Fee
99.02 No
Fee
100 No
Fee
Dimitrios Kaloidis
114 No
Fee
Maye H. Head. and M. Hillery Head
115 No
Fee
Rao R. Yalamanchili
116 No
Fee
Jerome M. Skibell
117 No
Fee
Hampshire Investments, Limited
132 No
Fee
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
133 No
Fee
David Azouz
136 No
Fee
The Hampshire Generational Fund LLC
139 No
Fee
Herbert C. Steinmetz, Jr.
142 No
Fee
Herbert C. Steinmetz, Jr.
143 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
145 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
146 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
147 No
Fee
Herbert C. Steinmetz, Jr.
148 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
149 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
150 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
151 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
152 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
153 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
155 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
156 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
157 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
158 No
Fee
Jesse Thomas Williams, Sr. and Virginia S. Williams
159 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
160 No
Fee
Herbert C. Steinmetz, Jr.
161 No
Fee
A
Nicholas S. Schorsch, William M. Kahane, UBSREI, DRCM, Triple
Net
163 No
Fee
Herbert C. Steinmetz, Jr.
<CAPTION>
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Letter of Upfront
CapEx Upfront
Eng. Upfront
Envir. Upfront
TI/LC Upfront RE
Tax Upfront Ins.
Upfront
Other
Loan # Credit
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
------ ---------
-------------
------------
--------------
-------------
--------------
------------
-------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
3
No
0.00
0.00
625.00
1,800,000.00
507,890.00 14,018.00
385,000.00
21
No
0.00
0.00
0.00
0.00
37,900.00 145,846.00
4,000,000.00
24
No
0.00
0.00
1,250.00
0.00
235,124.00 36,347.00
16,371.13
37
No
0.00
0.00
625.00
0.00
187,500.00 27,300.00
0.00
45
No
0.00
0.00
0.00
0.00
73,850.00
8,622.00
0.00
47
No
0.00
125,000.00
0.00 175,000.00
156,912.00 10,953.00
855,000.00
65
No
0.00 20,178.00
100,000.00
225,000.00
15,600.00
2,571.00
0.00
67
No
0.00
0.00
0.00
0.00
38,483.84
7,490.96
0.00
84
No
0.00
0.00
0.00
0.00
63,320.02
9,414.20
0.00
99
No
0.00
3,750.00
0.00
0.00
0.00 20,282.67
0.00
99.01
99.02
100 No
0.00
2,500.00
0.00
0.00
26,404.00
3,729.88
22,923.56
114 No
0.00
0.00
0.00 319,000.00
14,619.43
9,657.00
0.00
115 No
0.00
0.00
625.00
0.00
28,833.00
800.00
0.00
116 No
0.00
0.00
0.00
0.00
122,697.08 15,931.95
400,000.00
117 No
0.00
69,687.50
1,250.00
0.00
44,218.08
7,786.60
0.00
132 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
133 No
0.00 16,125.00
0.00
30,000.00
15,882.00
632.00
175,000.00
136 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
139 No
0.00
0.00
0.00
0.00
21,962.56
2,328.50
0.00
142 No
0.00
2,562.00
0.00
0.00
17,118.00
1,970.39
0.00
143 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
145 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
146 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
147 No
0.00
5,437.50
0.00
0.00
21,956.30
2,412.00
0.00
148 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
149 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
150 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
151 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
152 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
153 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
155 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
156 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
157 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
158 No
0.00
0.00
0.00
0.00
18,082.09
924.58
0.00
159 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
160 No
0.00
1,250.00
0.00
0.00
11,116.50
1,393.25
0.00
161 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
163 No
0.00
0.00
0.00
0.00
8,703.38
1,171.75
0.00
<CAPTION>
MONTHLY ESCROW
----------------------------------------------------------------------------------------------
Monthly Capex
Monthly Envir.
Monthly TI/LC
Monthly RE Tax
Monthly Ins.
Monthly
Lockbox
Loan # Reserve
Reserve
Reserve
Reserve
Reserve
Other Reserve
Grace Period
In-place
------ -------------
--------------
-------------
--------------
------------
-------------
------------
-------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
3
3186.12
0.00
20456.50
153556
