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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
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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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