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MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Agreement

MORTGAGE LOAN PURCHASE AGREEMENT | Document Parties: JP MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP | Sellers, AIG Mortgage Capital, LLC | SOME II, LLC You are currently viewing:
This Mortgage Agreement involves

JP MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP | Sellers, AIG Mortgage Capital, LLC | SOME II, LLC

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Title: MORTGAGE LOAN PURCHASE AGREEMENT
Governing Law: New York     Date: 7/20/2007
Law Firm: Cadwalader Wickersham    

MORTGAGE LOAN PURCHASE AGREEMENT, Parties: jp morgan chase commercial mortgage securities corp , sellers  aig mortgage capital  llc , some ii  llc
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EXHIBIT 10.6

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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,

PURCHASER

AIG MORTGAGE CAPITAL, LLC AND SOME II, LLC,

SELLER

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of July 1, 2007

Fixed Rate Mortgage Loans

Series 2007-LDP11

================================================================================

<PAGE>

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as

of July 1, 2007, is among J.P. Morgan Chase Commercial Mortgage Securities

Corp., as purchaser (the "Purchaser"), and AIG Mortgage Capital, LLC ("AIGMC"),

as seller of the loan identified on Exhibit A-1 (the "AIGMC Loans") and SOME II,

LLC ("SOME II" and together with AIGMC, the "Sellers" and each individually, a

"Seller"), as seller of the loans identified on Exhibit A-2 (the "SOME II

Loans").

Capitalized terms used in this Agreement not defined herein shall

have the meanings ascribed to them in the Pooling and Servicing Agreement dated

as of July 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser,

as depositor (the "Depositor"), Wachovia Bank, National Association, as master

servicer (the "Master Servicer"), CWCapital Asset Management LLC, as special

servicer (the "Special Servicer"), and LaSalle Bank National Association, as

trustee (the "Trustee"), pursuant to which the Purchaser will sell the Mortgage

Loans (as defined herein) to a trust fund and certificates representing

ownership interests in the Mortgage Loans will be issued by the trust fund. For

purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage

loans listed on Exhibit A and the term "Mortgaged Properties" refers to the

properties securing such Mortgage Loans.

The Purchaser and the Sellers wish to prescribe the manner of sale

of the Mortgage Loans from the Sellers 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 Seller does hereby sell,

transfer, assign, set over and convey to the Purchaser, without recourse

(subject to certain agreements regarding servicing as provided in the Pooling

and Servicing Agreement, subservicing agreements permitted thereunder and that

certain Servicing Rights Purchase Agreement, dated as of the Closing Date

between the Master Servicer and the Sellers) all of its right, title, and

interest in and to the related Mortgage Loans described in Exhibit A-1 or

Exhibit A-2, as applicable, including all interest and principal received on or

with respect to the Mortgage Loans after the Cut-off Date (other than payments

of principal and interest first due on the Mortgage Loans on or before the

Cut-off Date). Upon the sale of the related Mortgage Loans, the ownership of

each related Mortgage Note, the Mortgage and the other contents of the related

Mortgage File will be vested in the Purchaser and immediately thereafter the

Trustee and the ownership of records and documents with respect to the related

Mortgage Loan prepared by or which come into the possession of the applicable

Seller (other than the records and documents described in the proviso to Section

3(a) hereof) shall immediately vest in the Purchaser and immediately thereafter

the Trustee. The Sellers' records will accurately reflect the sale of each

Mortgage Loan sold by such Seller to the Purchaser. The Depositor will sell the

Class A-1, Class A-2, Class A-2FL, Class A-3, Class A-4, Class A-SB, Class A-1A,

Class X, Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F

Certificates (the "Offered Certificates") to the underwriters (the

"Underwriters") specified in the underwriting agreement dated June 28, 2007 (the

"Underwriting Agreement") between the Depositor and J.P. Morgan Securities Inc.

("JPMSI") for itself and as representative of the several underwriters

identified therein, and the Depositor will sell the Class G, Class H, Class J,

Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR

Certificates (the "Private Certificates") to JPMSI and UBS Securities LLC, the

initial purchasers (together with the Underwriters, the "Dealers") specified in

the certificate purchase agreement dated June 28, 2007 (the "Certificate

Purchase Agreement"), between the Depositor and JPMSI for itself and as

representative of the initial purchasers identified therein.

The sale and conveyance of the AIGMC Loans and the SOME II Loans are

being conducted on an arms length basis and upon commercially reasonable terms.

As the purchase price for the AIGMC Loans and the SOME II Loans, the Purchaser

shall pay to the Sellers or at the Sellers' direction in immediately available

funds the sum of $115,922,389.69 (which amount is inclusive of accrued interest

and exclusive of AIGMC's and SOME II's pro rata share of the costs set forth in

Section 9 hereof). The purchase and sale of the AIGMC Loans and the SOME II

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 each 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 related

Seller.

The transfer of each Mortgage Loan shall be reflected on the related

Seller's balance sheets and other financial statements as a sale of such

Mortgage Loan by such Seller to the Purchaser. The Sellers intend 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 Sellers as a purchase for

tax purposes.

SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and

Expenses. (a) The Purchaser hereby directs the Sellers, and the Sellers hereby

agree, upon the transfer of the Mortgage Loans contemplated herein, to deliver

on the Closing Date to the Trustee or a Custodian appointed thereby, all

documents, instruments and agreements required to be delivered by the Purchaser

to the Trustee with respect to the Mortgage Loans sold by such Seller 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 by it pursuant to this Agreement; provided that the Sellers shall

not be required to deliver any draft documents, or any attorney client

communications which are privileged communications or constitute legal or other

due diligence analyses, or internal communications of a Seller or its

affiliates, or credit underwriting or other analyses or data.

(b) With respect to the transfer described in Section 1 hereof, if

the Mortgage Loan documents do not require the related Mortgagor to pay any

costs and expenses relating to any modifications to a related letter of credit

which modifications are required to effectuate such transfer (the "Transfer

Modification Costs"), then the related 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 applicable Mortgage Loan

documents to collect such Transfer Modification Costs from such Mortgagor, in

which case Master Servicer shall give the related Seller notice of such failure

and the amount of such Transfer Modification costs and the related 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 related Mortgage

Loans. The parties intend that such conveyance of each Seller's right, title and

interest in and to the related 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 each

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 related 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, each Seller consents to the Purchaser hypothecating and transferring such

security interest in favor of the Trustee and transferring the obligation

secured thereby to the Trustee.

SECTION 5. Covenants of the Seller. 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. All recording fees relating to the initial recordation of such

intermediate assignments and Assignments of Mortgage shall be paid by the

related Seller;

(b) it shall take any action reasonably required by the Purchaser,

the Trustee or the Master Servicer, in order to assist and facilitate in the

transfer of the servicing of the Mortgage Loans to the Master Servicer,

including effectuating the transfer of any letters of credit with respect to any

Mortgage Loan to the 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 Mortgage Loan is transferred to the Trustee (in care of the

Master Servicer), the related Seller will cooperate with the reasonable requests

of the Master Servicer or Special Servicer, as applicable, in connection with

effectuating a draw under such letter of credit as required under the terms of

the related Mortgage Loan documents;

(c) if, during such period of time after the first date of the

public offering of the Offered Certificates as in the opinion of counsel for the

Underwriters, a prospectus relating to the Offered Certificates is required by

applicable law to be delivered in connection with sales thereof by an

Underwriter or a Dealer, any event shall occur as a result of which it is

necessary to amend or supplement the Prospectus Supplement, including Annexes

A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to

any information relating to the Mortgage Loans or the related Seller, in order

to make the statements therein, in the light of the circumstances when the

Prospectus Supplement is delivered to a purchaser, not misleading, or if it is

necessary to amend or supplement the Prospectus Supplement, including Annexes

A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to

any information relating to the Mortgage Loans or the related Seller, to comply

with applicable law, 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

sold by such Seller and/or any information relating to the same, as provided by

the Sellers), to the Underwriters such amendments or supplements to the

Prospectus Supplement as may be necessary, so that the statements in the

Prospectus Supplement as so amended or supplemented, including Annexes A-1, A-2,

A-3 and B thereto and the Diskette included therewith, with respect to any

information relating to the Mortgage Loans or the related Seller, will not, in

the light of the circumstances when the Prospectus is so amended or

supplemented, be misleading or so that the Prospectus Supplement, including

Annexes A-1, A-2, A-3 and B thereto and the Diskette included therewith, with

respect to any information relating to the Mortgage Loans or the related Seller,

will comply with applicable law. All terms used in this clause (c) and not

otherwise defined herein shall have the meaning set forth in the Indemnification

Agreement, dated as of June 28, 2007 between the Purchaser and the AIGMC (the

"Indemnification Agreement"); and

(d) for so long as the Trust is subject to the reporting

requirements of the Exchange Act, the Seller shall provide the Purchaser (or

with respect to any 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) it is a limited liability company organized, validly existing,

and in good standing under the laws 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 related 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 the 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 Mortgage Loan) that may be entitled to any commission or compensation in

connection with the sale or purchase of the Mortgage Loans or entering

into this Agreement or (B) paid in full any such commission or

compensation (except with respect to any servicer of a Mortgage Loan, any

commission or compensation that may be due and payable to such servicer if

such servicer is terminated and does not continue to act as a servicer);

and

(xi) it is solvent and the sale of its Mortgage Loans hereunder will

not cause it to become insolvent; and the sale of its 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 each 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) AIGMC and SOME II each hereby make the representations and

warranties set forth in Exhibit B as to the SOME II Loans and 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. AIGMC further makes the

representations and warranties set forth in Exhibit B as to the AIGMC Loans and

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 related Seller of the related 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 such Seller of any liability or obligation with

respect to any representation or warranty or otherwise under this Agreement or

constitute notice to any Person of a Breach or Defect.

(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and

Servicing Agreement, SOME II (only with respect to the SOME II Loans), AIGMC

(with respect to any Mortgage Loan) 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, AIGMC shall, not

later than 90 days from the earlier of AIGMC's receipt of the notice or, in the

case of a Defect or Breach relating to a Mortgage Loan not being a "qualified

mortgage" within the meaning of Section 860G(a)(3) of the Code, but without

regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that causes a

defective mortgage loan to be treated as a qualified mortgage, the AIGMC's

discovery of such Breach or Defect (the "Initial Resolution Period"), (i) cure

such Defect or Breach, as the case may be, in all material respects, (ii)

repurchase the affected Mortgage Loan at the applicable Repurchase Price (as

defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as

defined below) for such affected Mortgage Loan (provided that in no event shall

any such substitution occur later than the second anniversary of the Closing

Date) and pay the Master Servicer for deposit into the Certificate Account, any

Substitution Shortfall Amount (as defined below) in connection therewith;

provided, however, except with respect to a Defect resulting solely from the

failure by AIGMC 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 AIGMC has commenced and is diligently proceeding

with the cure of such Breach or Defect within the Initial Resolution Period,

AIGMC shall have an additional 90 days commencing immediately upon the

expiration of the Initial Resolution Period (the "Extended Resolution Period")

to complete such cure (or, failing such cure, to repurchase the related Mortgage

Loan or substitute a Qualified Substitute Mortgage Loan as described above); and

provided, further, with respect to the Extended Resolution Period AIGMC 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 AIGMC is pursuing in

connection with the cure thereof and stating that the Seller anticipates that

such Breach or Defect


 
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