EXHIBIT 10.1
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, N.A.
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of May 1, 2008
$662,438,813
Fixed Rate Mortgage Loans
Series 2008-C2
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of May 1, 2008, is between J.P. Morgan Chase Commercial Mortgage
Securities
Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank,
N.A., as seller
(the "Seller").
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 May 1, 2008 (the "Pooling and Servicing Agreement"), among
the Purchaser,
as depositor (the "Depositor"), Midland Loan Services, Inc. and
Wells Fargo
Bank, N.A. (each, a "Master Servicer"), CWCapital Investments LLC,
as special
servicer (the "Special Servicer"), and LaSalle Bank National
Association, as
trustee (in such capacity, the "Trustee") and as paying agent (in
such capacity,
the "Paying Agent"), 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 Seller wish to prescribe the manner of sale
of
the Mortgage Loans from the Seller 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, the Seller does
hereby sell,
transfer, assign, set over and convey to the Purchaser, without
recourse, all of
its right, title, and interest (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 applicable
Master Servicer
and the Seller) in and to the Mortgage Loans described in Exhibit
A, 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 the Mortgage Loans on or before the Cut-off Date). Upon the sale
of the
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 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 Seller's
records will
accurately reflect the sale of each such Mortgage Loan to the
Purchaser. The
Depositor will sell the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-4FL,
Class A-SB, Class A-1A, Class X, Class A-M and Class A-J
Certificates (the
"Offered Certificates") to the underwriters specified in the
underwriting
agreement, dated April 30, 2008 (the "Underwriting Agreement"),
between the
Depositor and J.P. Morgan Securities Inc. ("JPMSI") for itself and
as
representative of CIBC World Markets Corp. and PNC Capital Markets
LLC
(collectively with JPMSI, the "Underwriters"), and the Depositor
will sell the
Class B, Class C, Class D Class E, Class F, 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, as the initial purchaser
(together with
the Underwriters, the "Dealers") specified in the certificate
purchase
agreement, dated May 2, 2008 (the "Certificate Purchase
Agreement"), between the
Depositor and JPMSI.
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 Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction $632,688,550.74 (which amount is inclusive of
accrued
interest) in immediately available funds minus the Seller'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 the
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 applicable 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
Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
such
Mortgage Loan by the Seller to the Purchaser. The 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 Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
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 Mortgage Loans under Sections
2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the
requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and
agreements
as the Purchaser or the Trustee shall reasonably request and which
are in the
Seller's possession or under the Seller's control. In addition, the
Seller
agrees to deliver or cause to be delivered to the applicable Master
Servicer,
the Servicing File for each Mortgage Loan transferred pursuant to
this
Agreement; provided that the Seller 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 the 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 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 applicable Master
Servicer,
consistent with its obligations under the Pooling and Servicing
Agreement, has
exercised reasonable efforts to collect such Transfer Modification
Costs from
such Mortgagor, in which case the applicable Master Servicer shall
give the
Seller notice of such failure and the amount of such Transfer
Modification costs
and the Seller shall pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to such 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
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 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
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. The 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 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 such
Seller;
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the applicable Master Servicer, in order to assist
and facilitate
in the transfer of the servicing of the Mortgage Loans to the
applicable Master
Servicer, including effectuating the transfer of any letters of
credit with
respect to any Mortgage Loan to the applicable Master Servicer on
behalf of the
Trustee 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
applicable Master Servicer, the Seller will cooperate with the
reasonable
requests of the applicable 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; and
(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 Annex A-1,
A-2 and A-3 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 so amended or supplemented and delivered to a
purchaser, not
misleading, or if it is necessary to amend or supplement the
Prospectus
Supplement, including Annex A-1, A-2 and A-3 thereto and the
Diskette included
therewith, with respect to any information relating to the Mortgage
Loans or
such Seller, to comply with applicable law, the Seller shall do all
things
necessary to assist the Depositor to prepare and furnish, at the
expense of the
Seller (to the extent that such amendment or supplement relates to
the Seller,
the Mortgage Loans listed on Exhibit A and/or any information
relating to the
same, as provided by the 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
Annex A-1, A-2 and A-3 thereto and the Diskette included therewith,
with respect
to any information relating to the Mortgage Loans or such Seller,
will not, in
the light of the circumstances when the Prospectus is delivered to
a purchaser,
be misleading or so that the Prospectus Supplement as so amended
or
supplemented, including Annex A-1, A-2 and A-3 thereto and the
Diskette included
therewith, with respect to any information relating to the Mortgage
Loans or the
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 April 30, 2008 between the
Purchaser and
the Seller (the "Indemnification Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i) it is a national banking association, duly organized,
validly
existing, and in good standing under the laws of the United
States;
(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
United
States of America. 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 the Seller;
(v) the execution, delivery and performance of this Agreement
by such
Seller has 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
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 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 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 does 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);
(xi) it is solvent and the sale of the Mortgage Loans
hereunder
will not cause it to become insolvent; and the sale of the
Mortgage
Loans is not undertaken with the intent to hinder, delay or
defraud
any of such Seller's creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, such Seller shall provide the
Purchaser
(or with
respect to any Companion Loan that is deposited into an Other
Securitization, the depositor in such Other Securitization) and the
Paying
Agent with
any Additional Form 10-D Disclosure and any Additional Form
10-K
Disclosure which the Purchaser is required to provide with respect
to
such
Seller in its capacity as a "sponsor" pursuant to Exhibit Y and
Exhibit Z
of the Pooling and Servicing Agreement within the time periods
set forth in the
Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the 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 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;
(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 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 Seller, the Dealers and their
respective
affiliates, that may be entitled to any commission or
compensation in connection with the sale or purchase 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 Bank 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) The Seller further makes the representations and warranties
as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
(or as of
such other date specifically provided in the particular
representation or
warranty, if any), which representations and warranties are subject
to the
exceptions thereto set forth in Exhibit C. Neither the delivery by
the Seller 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,
applicable Master
Servicer, Special Servicer, a Certificate Owner or any other Person
shall
relieve the 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, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
a 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, the Seller
shall,
not later than 90 days from the earlier of the 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 Regulations Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
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 applicable Master Servicer for deposit into the
Certificate
Account, any Substitution Shortfall Amount (as defined below) in
connection
therewith; provided, however, that if such Breach or Defect is
capable of being
cured but is not cured within the Initial Resolution Period, and
the Seller has
commenced and is diligently proceeding with the cure of such Breach
or Defect
within the Initial Resolution Period, the Seller 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 the Seller shall have delivered an
officer's
certificate to the applicable Master Servicer and the Trustee
setting forth the
reason such Breach or Defect is not capable of being cured within
the Initial
Resolution Period and what actions the Seller is pursuing in
connection with the
cure thereof and stating that the Seller 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, the Seller 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 the
Seller shall not be required to repurchase such Mortgage Loan and
the sole
remedy with respect to any Breach of such representation shall be
to 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
applicable
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,
the Seller 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,
the Seller
shall remit the amount of such costs and expenses and upon its
making such
remittance, the Seller 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
the Seller 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 the Seller pursuant to Section 2.03(f) of the
Pooling and
Servicing Agreement.
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
a Defect previously described in clauses (a) through (f) above)
shall be
considered to materially and adversely affect the value of the
related Mortgage
Loan, the value of the related Mortgaged Property or the interests
of the
Trustee or Certificateholders 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
a Custodian
on its behalf within 18 months after the Closing Date.
Subject to the applicable time periods for cure, substitution
or
repurchase provided in this Agreement, if the Seller contests its
obligation to
cure, repurchase or substitute for a Mortgage Loan under the terms
of this
Agreement (a "Repurchase Claim") and the Special Servicer
determines that it is
in the best interest of the Certificateholders to proceed with a
liquidation of
a Defaulted Mortgage Loan while pursuing the Repurchase Claim,
after the Initial
Resolution Period, the Special Servicer may proceed with such
liquidation
without waiving the Trust Fund's right in the event the Repurchase
Claim is
determined to be valid as set forth below, to require the Seller to
pay an
amount up to, but not exceeding, the amount, if any, by which the
Purchase Price
of the related Mortgage Loan exceeds the aggregate of all amounts
received from
the liquidation of such Mortgage Loan (such excess amount, the
"Liquidation
Shortfall Amount"); provided that (i) the Special Servicer shall
not actively
market the related Mortgage Loan for sale to prospective purchasers
during the
Initial Resolution Period, (ii) any such action is consistent with
the Servicing
Standard, (iii) the terms of the liquidation have been agreed to
pursuant to an
arm's length negotiation with an unaffiliated third party
purchaser, and (iv)
prior to the consummation of any such liquidation, the Seller
receives ten (10)
days prior written notice of the agreed terms of such liquidation
from the
Special Servicer and the Seller shall have the option during such
10 day period
to irrevocably agree to purchase the related Mortgage Loan on such
agreed terms
and to consummate such purchase within thirty (30) days after
receipt of such
notice. In the event that a court of competent jurisdiction
determines, or the
Seller and the Special Servicer agree, that the Repurchase Claim is
valid, the
Special Servicer shall have the right on behalf of the Trust Fund
to take any
action or file any claim in a court of competent jurisdiction to
require the
payment by the Seller of the Liquidation Shortfall Amount on such
Repurchase
Claim, subject to any rights of the related Mortgage Loan Seller to
assert a
claim or defense in any such proceeding that the Liquidation
Shortfall Amount
should not be payable in whole or in part by the Seller.
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 the Seller 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
the Seller 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 the Seller 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. The
Seller's obligation to cure any Breach or Defect or repurchase or
substitute for
the affected Mortgage Loan pursuant to Section 6(e) shall
constitute the sole
remedy available to the Purchaser and the Trustee on behalf of
the
Certificateholders in connection with a Breach or Defect. It is
acknowledged and
agreed that the representations and warranties are being made for
risk
allocation purposes; provided, however, that no limitation of
remedy is implied
with respect to the Seller'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 the 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 the 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 the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
by-laws,
certified as of a recent date by the Secretary or Assistant
Secretary
of such Seller;
(ii) an original or copy of a certificate of corporate
existence
of the Seller issued by the Comptroller of the Currency 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) the Seller is a national banking association, duly
organized, validly existing, and in good standing under the laws
of
the United States;
(B) such Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by such Seller to
authorize the execution, delivery and performance of this
Agreement
and 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
the
Indemnification Agreement do not and will not conflict with the
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 the Indemnification Agreement
or
(ii) would, if decided adversely to the Seller, 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 the Indemnification
Agreement;
and
(F) no consent,
approval, authorization, order, license,
registration or qualification of or with any federal court or
governmental agency or body is required for the consummation by
such
Seller of the transactions contemplated by this Agreement and
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
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 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 Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The 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, Charlotte, North Carolina, 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 Seller will pay its pro rata share
(the
Seller's 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, but not limited to: (i) the costs and expenses
of the
Purchaser in connection with the purchase of the Mortgage Loans and
the 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 Seller with respect to numerical information in
respect of the
Mortgage Loans and the Certificates included in the Prospectus, any
Free Writing
Prospectus (as defined in the Indemnification Agreement), 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, the Prospectus, the
Memoranda and any
Free Writing Prospectus, and the reproduction and delivery of this
Agreement and
the furnishing to the Underwriters of such copies of the
Registration Statement,
the Prospectus, the Memoranda, any Free Writing Prospectus 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, Proffit & 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. The 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. The 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 the
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, the Seller, the Purchaser and their permitted
successors and
permitted assigns. The warranties and representations and the
agreements made by
the 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) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Emanuel Chrysoulakis, Vice President, telecopy number (212)
834-6593, (ii) in
the case of the Purchaser, J.P. Morgan Chase Commercial Mortgage
Securities
Corp., 270 Park Avenue, New York, New York 10017, Attention:
Emanuel
Chrysoulakis, Vice President, telecopy number (212) 834-6593, and
(iii) in the
case of any of the preceding parties, such other address or
telecopy number as
may hereafter be furnished to the other party in writing by such
party.
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 the 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 the 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 the 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. 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 the Seller and
neither the
Purchaser nor the 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 the 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.
By: /s/ Emanuel
Chrysoulakis
-------------------------------------
Name: Emanuel
Chrysoulakis
Title: Vice President
JPMORGAN CHASE BANK, N.A.
By: /s/ Emanuel
Chrysoulakis
-------------------------------------
Name: Emanuel
Chrysoulakis
Title: Vice President
<PAGE>
SCHEDULE I
MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS
OBTAINED IN LIEU OF
AN ENVIRONMENTAL SITE ASSESSMENT
None.
<PAGE>
SCHEDULE II
MORTGAGED PROPERTY FOR WHICH ENVIRONMENTAL INSURANCE IS
MAINTAINED
1. Kiwi-CEI Distribution Facility
2. Decorative Center Dallas
3. 801 and 949 East Erie Avenue
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2008-C2
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Loan #
Originator/Loan Seller Mortgagor Name
------
----------------------
-----------------------------------------------------
<S> <C>
<C>
1
JPMCB
Dos Lagos Lifestyle Center, LLC
2
JPMCB
Orange City Mills Limited Partnership, Orange
City Mills III Limited Partnership
3
JPMCB
Transwest Hilton Head Property, L.L.C.,
Transwest Tucson Property, L.L.C.
3.01 JPMCB
3.02 JPMCB
5
JPMCB
Cole So
Las Vegas NV, LLC
10
JPMCB
Second Rock Spring Park Limited Partnership
11
JPMCB
Wes Pro II, LLC, WZ Wisco, Inc., App Pro of
Appleton, Inc. and Mil Pro, LLC
11.01 JPMCB
11.02 JPMCB
11.03 JPMCB
11.04 JPMCB
12
JPMCB
717 14th Street, LLC
13
JPMCB
Wisco Partners, L.L.P., Osh Pro Partners,
L.L.P., Mad Pro of Madison, Inc., Wes Pro
Partners, L.L.P., Oak Pro Partners, L.L.P.
13.01 JPMCB
13.02 JPMCB
13.03 JPMCB
13.04 JPMCB
13.05 JPMCB
15
JPMCB
Regency Capital Fund I, LLC
15.01 JPMCB
15.02 JPMCB
15.03 JPMCB
15.04 JPMCB
15.05 JPMCB
15.06 JPMCB
15.07 JPMCB
15.08 JPMCB
15.09 JPMCB
15.10 JPMCB
15.11 JPMCB
15.12 JPMCB
15.13 JPMCB
15.14 JPMCB
15.15 JPMCB
15.16 JPMCB
15.17 JPMCB
15.18 JPMCB
15.19 JPMCB
15.20 JPMCB
16
JPMCB
Florida Street Holdings LLC
17
JPMCB
Jefferson Plaza Venture LLC
23
JPMCB
LUI2 Dallas Oak Lawn II, L.P.
30
JPMCB
447 Old Swede Holdings, LLC
33
JPMCB
Three Crosswoods Venture LLC
34
JPMCB
ACC Boone, LLC
35
JPMCB
Waldorf Hotel Investors, LLC
41
JPMCB
Woodlands Apartments LLC
45
JPMCB
Northern Ohio Associates Limited Partnership
47
JPMCB
InSite Canton, L.L.C.
48
JPMCB
2600 ME Holdings LLC
54
JPMCB
AMS I Phoenix Investments, LLC, BNP AMS I Phoenix
Investments, LLC, SHR AMS I Phoenix Investments, LLC,
WMN AMS I Phoenix Investments, LLC
56
JPMCB
Summit Park, LLC
57
JPMCB
Madison Realty, LLC
59
JPMCB
Drake Plaza, LP
61
JPMCB
NSRA Sycamore, Ltd.
63
JPMCB
FM Frankford Associates, L.P.
68
JPMCB
R&T TASH, LLC
69
JPMCB
Central Illinois Associates, LLC
78
JPMCB
Aspen 1020 West Industrial, LLC
<CAPTION>
Loan # Property
Address
City
State Zip Code
County
------
----------------------------------------------- -------------- ------- -------- --------------------
<S> <C>
<C>
<C>
<C>
<C>
1
2780, 2785, 2790
and 2795 Cabot Drive; 2710, Corona
CA
92883
Riverside
2715, 2745, 2755, 2765 and 2785 Lakeshore Drive
2
20 City
Boulevard West
Orange
CA
92868 Orange
3
Various
Various
Various Various
Various
3.01 3800 East Sunrise Drive
Tucson
AZ
85718 Pima
3.02 2 Grasslawn Avenue
Hilton Head SC
29928
Beaufort
5
1505 South
Pavilion Center Drive
Las Vegas
NV
89135 Clark
10
6707 Democracy
Boulevard
Bethesda
MD
20817
Montgomery
11
Various
Various
WI
Various
Various
11.01 1109 Fourier Drive
Madison
WI
53717 Dane
11.02 1400 West Zellman Court
Milwaukee
WI
53221
Milwaukee
11.03 3809 West Wisconsin Avenue
Grand Chute WI
54914
Outagamie
11.04 77 Holiday Lane
Fond du Lac WI
54937 Fond du
Lac
12
717 14th Street
Northwest
Washington DC
20036 District
of Colombia
13
Various
Various
WI
Various
Various
13.01 6362 South 13th Street
Oak Creek
WI
53154
Milwaukee
13.02 625 West Rolling Meadows
Drive
Fond Du Lac WI
54937 Fond du
Lac
13.03 8102 Excelsior Drive
Madison
WI
53717 Dane
13.04 1253 John Q. Hammons Drive
Madison
WI
53717 Dane
13.05 2251 Westowne Avenue
Oshkosh
WI
54904
Winnebago
15
Various
Various
Various Various
Various
15.01 2300 University Avenue
Des Moines IA
50311 Polk
15.02 11304 NW 54th Avenue and
5410 NW 112th Street Grimes
IA
50111 Polk
15.03 710-790 Alice Road
Waukee
IA
50263 Dallas
15.04 4420 East University Avenue
Pleasant Hill IA
50327 Polk
15.05 30 East US Highway 6
Waukee
IA
50263 Dallas
15.06 1422 East Scott Avenue
Des Moines IA
50317 Polk
15.07 2221 South 3270 West
Salt Lake City
UT
84119 Salt
Lake
15.08 3930 West Cavalry Court
Lincoln
NE
68528
Lancaster
15.09 11401 Meredith Drive
Urbandale
IA
50322 Polk
15.10 431 Lake Park Boulevard
Muscatine
IA
52761
Muscatine
15.11 5191 Maple Drive
Pleasant Hill IA
50327 Polk
15.12 1649 NW 86th Street
Clive
IA
50325 Polk
15.13 4771 NW 2nd Avenue
Des Moines IA
50313 Polk
15.14 5330 NE 22nd Street
Des Moines IA
50313 Polk
15.15 222 Lincoln Way
Ames
IA
50010 Story
15.16 2020 NE Broadway Avenue
Des Moines IA
50313 Polk
15.17 7003, 7007, and 7011 Douglas
Avenue
Urbandale
IA
50322 Polk
15.18 902-904 Army Post Road
Des Moines IA
50315 Polk
15.19 1146 23rd Street
Des Moines IA
50311 Polk
15.20 1824 West Broadway
Council Bluffs
IA
51501
Pottawattamie
16
451 Florida
Street
Baton Rouge LA
70801 East Baton
Rouge
17
100 & 110
South Jefferson Road
Whippany
NJ
07981 Morris
23
1617 Hi Line
Drive
Dallas
TX
75207 Dallas
30
447 Old Swede
Road
Douglassville PA
19518 Berks
33
200 East Campus
View Boulevard
Columbus
OH
43235
Franklin
34
1075 Highway 105
South
Boone
NC
28607
Watauga
35
3750 Crain
Highway
Waldorf
MD
20603
Charles
41
10032 Neville
Walk Street
St. Louis
MO
63136 St.
Louis
45
1400-1438 Lowell
Street
Elyria
OH
44035 Lorain
47
5267-5271
Southway Street SW
Canton
OH
44706 Stark
48
2600 Mount
Ephraim Avenue
Camden
NJ
08104 Camden
54
9404 North 19th
Avenue
Phoenix
AZ
85021
Maricopa
56
1591 Jordan Road
Huntsville AL
35811
Madison
57
1508 South
Gallatin Road
Madison
TN
37115
Davidson
59
3307 Olive
Street
St. Louis
MO
63103 St.
Louis
61
3901 Sycamore
School Road
Fort Worth TX
76133
Tarrant
63
801 and 949 East
Erie Avenue
Philadelphia PA
19134
Philadelphia
68
25 Janet Drive
Savannah
GA
31405
Chatham
69
1000 South
Sherman Street
Clinton
IL
61727 DeWitt
78
1020-1040 West
Industial Avenue
Boynton Beach FL
33426 Palm
Beach
<CAPTION>
Loan # Property
Name
Size Measure
Interest Rate (%) Net Mortgage Interest
Rate
------
-------------------------------- ------- ----------- -----------------
--------------------------
<S> <C>
<C>
<C>
<C>
<C>
1
The Promenade
Shops at Dos Lagos 351179 Square Feet
6.36800
6.32646
2
Block at Orange
698657 Square
Feet
6.25150
6.22996
3
Westin Portfolio
899 Rooms
6.85900
6.82746
3.01 The Westin - La Paloma
487 Rooms
6.85900
3.02 The Westin - Hilton Head
412 Rooms
6.85900
5
Station Casinos
Headquarters
138558 Square
Feet
6.52150
6.47996
10
Two Democracy
Plaza
273566 Square
Feet
6.18900
6.14746
11
Wisco Hotel
Group A2
480 Rooms
7.19400
7.15246
11.01 Holiday Inn Madison
157 Rooms
7.19400
11.02 Holiday Inn Express
Milwaukee
115 Rooms
7.19400
11.03 Comfort Suites Appleton
130 Rooms
7.19400
11.04 Comfort Inn Fond du Lac
78 Rooms
7.19400
12
717 14th Street
Office Building 124368
Square Feet
6.37010
6.32856
13
Wisco Hotel
Group A1
571 Rooms
7.19400
7.15246
13.01 Comfort Suites Milwaukee
139 Rooms
7.19400
13.02 Holiday Inn Fond Du Lac
139 Rooms
7.19400
13.03 Baymont Inn Madison
129 Rooms
7.19400
13.04 Comfort Suites Madison
95 Rooms
7.19400
13.05 Holiday Inn Express OshKosh
69 Rooms
7.19400
15
Regency
Portfolio
321560 Square
Feet
6.97600
6.93446
15.01 2300 University
21012 Square
Feet
6.97600
15.02 141 Partners I/III
13508 Square
Feet
6.97600
15.03 Westgate Business Center
28840 Square
Feet
6.97600
15.04 Water's Edge
27400 Square
Feet
6.97600
15.05 Warrior Medical Plaza
8638 Square Feet
6.97600
15.06 Scott Street Properties
50713 Square
Feet
6.97600
15.07 MCO II
21345 Square
Feet
6.97600
15.08 Penn II
8805 Square Feet
6.97600
15.09 Interstate Partners
24000 Square
Feet
6.97600
15.10 PM Development Lake Park
16324 Square
Feet
6.97600
15.11 Pleasant Hill
12000 Square
Feet
6.97600
15.12 Clark Street
4864 Square Feet
6.97600
15.13 RJM Investments
24406 Square
Feet
6.97600
15.14 Delaware Partners
24406 Square
Feet
6.97600
15.15 Lincoln Way
6423 Square Feet
6.97600
15.16 Broadway Partners
16000 Square
Feet
6.97600
15.17 Douglas Avenue
7240 Square Feet
6.97600
15.18 East University Development
3214 Square Feet
6.97600
15.19 University Place Rowhomes
8 Units
6.97600
15.20 West Broadway
2422 Square Feet
6.97600
16
Chase South
Tower - Baton Rouge 331677
Square Feet
6.58540
6.54386
17
Jefferson Plaza
172329 Square
Feet
6.97100
6.92946
23
Decorative
Center Dallas
136539 Square
Feet
7.22000
7.12846
30
Kiwi-CEI
Distribution Facility 293038
Square Feet
6.80150
6.73996
33
Three Crosswoods
116934 Square
Feet
7.01000
6.94846
34
Hampton Inn -
Boone
96 Rooms
6.86890
6.82736
35
Waldorf Hampton
Inn
100 Rooms
6.34300
6.30146
41
The Woodlands
229 Units
6.94600
6.86446
45
Northern Ohio
Industrial Park 1056000
Square Feet
6.46300
6.39146
47
InSite Canton
Industrial
291558 Square
Feet
6.67300
6.63146
48
2600 Mount
Ephraim Avenue
114659 Square
Feet
6.81050
6.76896
54
Central Self
Storage
619 Units
6.70550
6.66396
56
Hart &
Cooley
223500 Square
Feet
6.53450
6.44296
57
KMart Madison
103482 Square
Feet
6.83550
6.79396
59
Drake Plaza
Apartments
78 Units
6.94600
6.86446
61
All Storage
Sycamore
584 Units
6.64000
6.59846
63
801 and 949 East
Erie Avenue
450782 Square
Feet
8.70700
8.66546
68
OfficeMax
Savannah
23500 Square
Feet
6.96750
6.87596
69
1000 South
Sherman Street
616206 Square
Feet
6.46300
6.39146
78
1020/1040 West
Industrial
11937 Square
Feet
7.07550
7.03396
<CAPTION>
Loan # Original
Balance Cutoff
Balance Term
Rem. Term
Maturity/ARD
Date Amort. Term
Rem. Amort.
------
----------------
--------------
---- ---------
----------------- ----------- -----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
1
125,200,000
125,200,000 120
111 08/01/17
360
360
2
110,000,000
110,000,000 84
77 10/01/14
360
360
3
104,000,000
104,000,000 120
116 01/01/18
360
360
3.01
74,392,344
74,392,344
120
116 01/01/18
360
360
3.02
29,607,656
29,607,656
120
116 01/01/18
360
360
5
42,250,000
42,250,000
120
114 11/01/17
360
360
10
31,000,000
31,000,000
120
116 01/01/18
0
0
11
27,826,000
27,759,716
120
117 02/01/18
360
357
11.01
10,679,000
10,653,562
120
117 02/01/18
360
357
11.02
8,916,000
8,894,761
120
117 02/01/18
360
357
11.03
6,173,000
6,158,295
120
117 02/01/18
360
357
11.04
2,058,000
2,053,098
120
117 02/01/18
360
357
12
27,620,000
27,620,000
114
114 11/01/17
360
360
13
26,847,000
26,783,048
120
117 02/01/18
360
357
13.01
7,055,000
7,038,194
120
117 02/01/18
360
357
13.02
5,879,000
5,864,996
120
117 02/01/18
360
357
13.03
5,095,000
5,082,863
120
117 02/01/18
360
357
13.04
4,899,000
4,887,330
120
117 02/01/18
360
357
13.05
3,919,000
3,909,665
120
117 02/01/18
360
357
15
25,075,000
25,075,000
120
116 01/01/18
360
360
15.01
5,035,000
5,035,000
120
116 01/01/18
360
360
15.02
2,060,000
2,060,000
120
116 01/01/18
360
360
15.03
1,960,000
1,960,000
120
116 01/01/18
360
360
15.04
1,835,000
1,835,000
120
116 01/01/18
360
360
15.05
1,625,000
1,625,000
120
116 01/01/18
360
360
15.06
1,335,000
1,335,000
120
116 01/01/18
360
360
15.07
1,310,000
1,310,000
120
116 01/01/18
360
360
15.08
1,210,000
1,210,000
120
116 01/01/18
360
360
15.09
1,190,000
1,190,000
120
116 01/01/18
360
360
15.10
1,080,000
1,080,000
120
116 01/01/18
360
360
15.11
900,000
900,000
120
116 01/01/18
360
360
15.12
865,000
865,000
120
116 01/01/18
360
360
15.13
845,000
845,000
120
116 01/01/18
360
360
15.14
840,000
840,000 120
116 01/01/18
360
360
15.15
680,000
680,000
120
116 01/01/18
360
360
15.16
670,000
670,000
120
116 01/01/18
360
360
15.17
605,000
605,000
120
116 01/01/18
360
360
15.18
430,000
430,000
120
116 01/01/18
360
360
15.19
405,000
405,000
120
116 01/01/18
360
360
15.20
195,000
195,000
120
116 01/01/18
360
360
16
21,500,000
21,500,000
120
116 01/01/18
360
360
17
21,300,000
21,300,000
120
116 01/01/18
360
360
23
13,860,043
13,860,043 56
56 01/01/13
356
356
30
9,400,000
9,369,473
120
116 01/01/18
360
356
33
7,450,000
7,450,000 60
56 01/01/13
360
360
34
7,250,000
7,215,693
120
114 11/01/17
360
354
35
6,650,000
6,609,508
120
113 10/01/17
360
353
41
5,675,000 5,657,137 120
116 01/01/18
360
356
45
5,500,000
5,442,791
120
112 09/01/17
300
292
47
5,200,000
5,200,000
120
114 11/01/17
360
360
48
5,200,000
5,186,645
120
117 02/01/18
360
357
54
4,680,000
4,680,000
120
116 01/01/18
360
360
56
4,500,000
4,441,215
120
116 01/01/18
180
176
57
4,340,000
4,319,310
120
114 11/01/17
360
354
59
4,200,000
4,186,779
120
116 01/01/18
360
356
61
4,150,000
4,133,098
120
115 12/01/17
360
355
63
4,000,000
3,996,314 60
58 03/01/13
360
358
68
3,100,000
3,090,287
120
116 01/01/18
360
356
69
3,100,000
3,067,755
120
112 09/01/17
300
292
78
2,050,000
2,045,001
120
117 02/01/18
360
357
<CAPTION>
Loan # Monthly
Debt Service
Servicing Fee Rate Accrual Type ARD (Y/N) ARD Step Up (%) Title Type Crossed
Loan
------
-------------------- ------------------
------------
---------
---------------
-------------
------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
1
780,512
0.04000
Actual/360 No
Fee
2
677,396
0.02000
Actual/360 No
Fee
3
682,094
0.03000
Actual/360 No
Fee
3.01
Actual/360 No
Fee
3.02
Actual/360 No
Fee
5
267,646
0.04000
Actual/360 No
Fee
10
162,103
0.04000
Actual/360 No
Leasehold
11
188,767
0.04000
Actual/360 No
Fee
11.01
Actual/360 No
Fee
11.02
Actual/360 No
Fee
11.03
Actual/360 No
Fee
11.04
Actual/360 No
Fee
12
172,224
0.04000
Actual/360 No
Leasehold
13
182,125
0.04000
Actual/360 No
Fee
13.01
Actual/360 No
Fee
13.02
Actual/360 No
Fee
13.03
Actual/360 No
Fee
13.04
Actual/360 No
Fee
13.05
Actual/360 No
Fee
15
166,421
0.04000
Actual/360 No
Various
15.01
Actual/360 No
Fee
15.02
Actual/360 No
Fee
15.03
Actual/360 No
Fee
15.04
Actual/360 No
Fee
15.05
Actual/360 No
Fee
15.06
Actual/360 No
Fee
15.07
Actual/360 No
Fee
15.08
Actual/360 No
Fee
15.09
Actual/360 No
Fee/Leasehold
15.10
Actual/360 No
Fee
15.11
Actual/360 No
Fee
15.12
Actual/360 No
Fee
15.13
Actual/360 No
Fee
15.14
Actual/360 No
Fee
15.15
Actual/360 No
Fee
15.16
Actual/360 No
Fee
15.17
Actual/360 No
Fee/Leasehold
15.18
Actual/360 No
Fee
15.19
Actual/360 No
Fee
15.20
Actual/360 No
Fee
16
137,104
0.04000
Actual/360 No
Fee
17
141,295
0.04000
Actual/360 No
Fee
23
94,568
0.09000
Actual/360 No
Fee
30
61,290
0.06000
Actual/360 No
Fee
33
49,615
0.06000
Actual/360 No
Fee
34
47,598
0.04000
Actual/360 No
Fee
35
41,348
0.04000
Actual/360 No
Fee
41
37,550
0.08000
Actual/360 No
Fee
45
37,009
0.07000
Actual/360 No
Fee
47
33,461
0.04000
Actual/360 No
Fee
48
33,936
0.04000
Actual/360 No
Fee
54
30,216
0.04000
Actual/360 No
Fee
56
39,285
0.09000
Actual/360 No
Fee
57
28,396
0.04000
Actual/360 No
Fee
59
27,791
0.08000
Actual/360 No
Fee
61
26,614
0.04000
Actual/360 No
Fee
63
31,345
0.04000
Actual/360 No
Fee
68
20,557
0.09000
Actual/360 No
Fee
69
20,860
0.07000
Actual/360 No
Fee
78
13,743
0.04000
Actual/360 No
Fee
<CAPTION>
Loan # Guarantor
Letter of Credit
------
------------------------------------------------------------
----------------
<S> <C>
<C>
1
Poag &
McEwen Lifestyle Centers, LLC
No
2
Simon Property
Group, L.P. and Farallon
No
Capital Management, L.L.C.
3
Michael J.
Hanson; Randy G. Dix
No
3.01
3.02
5
Cole Operating
Partnership II, LP
No
10
Second Rock
Spring Park Limited Partnership
No
11
William P.
Zanetis, Walter B.D. Hickey, Jr.
No
11.01
11.02
11.03
11.04
12
Peter C.
Minshall
No
13
William P.
Zanetis, Walter B.D. Hickey, Jr.
No
13.01
13.02
13.03
13.04
13.05
15
James M Myers
and Richard D. Moffitt
No
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
16
Toby Mandel
No
17
Jerome Bergman
No
23
LUI2 Dallas Oak
Lawn II, L.P.
1,795,000.0
30
David Richards,
Philip Richards, Peter Weisman
No
33
Michael Bergman,
Steven Bergman, Edward Turen
No
34
Ashok Patel
No
35
H. Thomas Waring
No
41
Debra J. Pyzyk
No
45
Stephen Rosen
No
47
Columbia
Holdings, Ltd.
No
48
Mathias Deutsch,
Isidore Bleier
No
54
Stephen Kaplan,
Brian L. Partridge, Nancy J. Partridge,
No
Marsha Nonn, Wolfgang Nonn, Steven Rasky
56
Terry W. Green,
Marvin F. Green, Kae S. Green, Jana C. Green No
57
Edwin P. Yates
No
59
Debra J. Pyzyk
No
61
Mike Schuminsky
No
63
FM Frankford
Associates, L.P.
No
68
Ralph Tash
No
69
Stephen Rosen
No
78
Spencer M.
Partrich
No
<CAPTION>
UPFRONT ESCROW
----------------------------------------------------------------------------------------------------------------------
Loan # Upfront
CapEx Reserve
Upfront Eng. Reserve Upfront Envir. Reserve
Upfront TI/LC
Reserve Upfront
RE Tax Reserve
------
--------------------- --------------------
---------------------- ---------------------
----------------------
<S> <C>
<C>
<C>
<C>
<C>
1
0.00
0.00
0.00
0.00
535,130.00
2
0.00
0.00
0.00
0.00
0.00
3
0.00
310,178.75
35,560.00
0.00
833,241.46
3.01
3.02
5
0.00
0.00
0.00
0.00
0.00
10
0.00
0.00
0.00
0.00
0.00
11
469,022.00
18,930.00
0.00
0.00
337,087.69
11.01
11.02
11.03
11.04
12
0.00
0.00
0.00
1,700,000.00
202,995.00
13
530,978.00
43,850.00
0.00
0.00
381,267.69
13.01
13.02
13.03
13.04
13.05
15
0.00
52,468.75
0.00
400,000.00
269,468.72
15.01
15.02
15.03
15.04
15.05
15.06
15.07
15.08
15.09
15.10
15.11
15.12
15.13
15.14
15.15
15.16
15.17
15.18
15.19
15.20
16
0.00
267,866.25
0.00
0.00
63,126.83
17
0.00
0.00
0.00
500,000.00
13,884.65
23
0.00
0.00
0.00
0.00
