EXHIBIT 10.2
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
CIBC INC.
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 7, 2007
$1,680,122,050
Fixed Rate Mortgage Loans
Series 2007-CIBC18
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of March 7, 2007, is between J.P. Morgan Chase Commercial Mortgage
Securities
Corp., as purchaser (the "Purchaser"), and CIBC Inc., as seller
("CIBC" or 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 March 7, 2007 (the "Pooling and Servicing Agreement"), among
the
Purchaser, as depositor (the "Depositor"), Capmark Finance Inc., as
master
servicer ("Master Servicer"), ARCap Servicing, Inc. ("ARCap"), as a
special
servicer, LNR Partners, Inc., as a special servicer ("LNR" and,
together with
ARCap, the "Special Servicers"), Midland Loan Services, Inc., as a
primary
servicer and Wells Fargo Bank, N.A., 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 and
Sale Agreement, dated as of the date hereof between the 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 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
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 Mortgage Loan to the Purchaser. The Depositor will
sell the
Class A-1, Class A-3, Class A-4, Class A-1A, Class X, Class A-M,
Class A-MFL,
Class A-J, Class B, Class C and Class D Certificates (the
"Offered
Certificates") to the underwriters specified in the underwriting
agreement,
dated February 23, 2007 (the "Underwriting Agreement"), between the
Depositor
and J.P. Morgan Securities Inc. ("JPMSI") for itself and as
representative of
CIBC World Markets Corp. ("CIBCWMC") and Credit Suisse Securities
(USA) LLC
(together with JPMSI and CIBCWMC, the "Underwriters"), and the
Depositor will
sell the Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M,
Class N, Class P 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 February 23,
2007 (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 $1,729,522,867.58 (which amount is inclusive of
accrued
interest) in immediately available funds minus 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 Trustee. 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
the Mortgage
Loans 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 the
purchase of the
Mortgage Loans 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 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, privileged
or internal communications or credit underwriting or due diligence
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 Purchaser 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,
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 Master Servicer shall give the Seller notice of such
failure 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 the 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 the
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
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 Master Servicer on behalf of the Trustee for
the benefit of
Certificateholders. Prior to the date that a letter of credit with
respect to
any Mortgage Loan is transferred to the Master Servicer, the 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; 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, A-3 and B thereto and the Diskette included therewith, with
respect to any
information relating to the Mortgage Loans or the 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 Annex 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 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, A-3 and B thereto and
the Diskette
included therewith, with respect to any information relating to the
Mortgage
Loans or the 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, including Annex 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 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 February 23, 2007,
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 Delaware corporation duly organized, validly
existing, and in good
standing under the laws of the State of Delaware;
(ii) it has the power
and authority to own its property and
to carry
on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is duly qualified to transact business in the State of
New York.
The 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 the
Seller has been duly authorized by all requisite action by the
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
the Seller
and constitutes a legal, valid and binding obligation of the
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
the Seller is a party or of which any property of the Seller is
the
subject which, if determined adversely to the Seller, would
reasonably
be
expected to adversely affect (A) the transfer of the Mortgage Loans
and
the
Mortgage Loan documents, (B) the execution and delivery by the
Seller
or
enforceability against the Seller of the Mortgage Loans or this
Agreement,
or (C) the performance of the 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 the Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the 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 the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated will 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 the Seller is bound or to which any of the property or
assets
of the
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 the
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 the 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) 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;
(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 the Seller's creditors; and
(xii) 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 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
the 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 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 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), 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, 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 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 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
not 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 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
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
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) 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 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 from the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria and satisfy all other criteria for
substitution and
repurchase of Mortgage Loans set forth herein. In the event that
the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either
to repurchase or substitute for only the affected Crossed Loan as
to which the
related Breach or Defect exists or to repurchase or substitute for
all of the
Crossed Loans in the related Crossed Group. The Seller shall be
responsible for
the cost of any Appraisal required to be obtained to determine if
the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope
and cost of
such Appraisal has been approved by the Seller (such approval not
to be
unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
the Seller nor the Purchaser shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially impair
the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Purchaser shall forbear from exercising such remedies until the
Mortgage
Loan documents evidencing and securing the relevant Crossed Loans
can be
modified in a manner that complies with this Agreement to remove
the threat of
material impairment as a result of the exercise of remedies or some
other
accommodation can be reached. Any reserve or other cash collateral
or letters of
credit securing the Crossed Loans shall be allocated between such
Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis
based upon their outstanding Stated Principal Balances.
Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified
to terminate
the related cross-collateralization and/or cross-default
provisions, as a
condition to such modification, the Seller shall furnish to the
Trustee an
Opinion of Counsel that any modification shall not cause an Adverse
REMIC Event.
Any expenses incurred by the Purchaser in connection with such
modification or
accommodation (including but not limited to recoverable attorney
fees) shall be
paid by 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 to the Trust, 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
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 any
affected Mortgage Loan pursuant to Section 6(e) shall constitute
the sole remedy
available to the Purchaser 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 certificate of incorporation and
by-laws,
certified as of a recent date by the Assistant Secretary of the
Seller;
(ii) a certificate as of a recent date of the Secretary of
State of
the State of Delaware to the effect that the Seller is duly
organized,
existing and in good standing in the State of Delaware;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to the Purchaser and its counsel, substantially to
the effect
that:
(A) the Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
(B) the Seller has the corporate 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 corporate or other action has been taken by
the Seller to authorize the execution, delivery and performance
of
this Agreement and the Indemnification Agreement by the Seller
and
this Agreement is a legal, valid and binding agreement of the
Seller
enforceable against the 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) the Seller's execution and delivery of, and the 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 certificate of incorporation or by-laws 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
the Seller is a party or by which the Seller is bound, or to
which
any of the property or assets of the 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 the
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 the 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 the 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 the State of Delaware
or
federal court or governmental agency or body is required for
the
consummation by the 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 the 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 the 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 the
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, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The 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;
(ii) the costs
and expenses of reproducing and delivering the Pooling and
Servicing Agreement
and this 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 Proffitt & Wood, LLP, counsel to the
Underwriters and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. 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. The Seller hereby acknowledges its obligations,
including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of
the Pooling
and Servicing Agreement. 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:
Dennis Schuh, Vice President, telecopy number (212) 834-6593, (ii)
in the case
of the Seller, CIBC Inc., 300 Madison Avenue, 8th Floor, New York,
New York
10017, Attention: Real Estate Finance Group, telecopy number: (212)
667-5676 and
(iii) in the case of any of the preceding parties, such other
address as may
hereafter be furnished to the other party in writing by such
parties.
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 the
Seller
unless the 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 party 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/ Kunal K.
Singh
------------------------------------
Name: Kunal K.
Singh
Title: Vice President
CIBC INC.
By: /s/ Todd H.
Roth
------------------------------------
Name: Todd H. Roth
Title: Authorized Signatory
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-CIBC18
Mortgage Loan Schedule (CIBC)
<TABLE>
<CAPTION>
Loan # Mortgagor Name
Property Address
City
------- --------------------------------------------------------
-------------------------------------- -------------------
<S> <C>
<C>
<C>
4
Columbia Properties
Hilton Head, LLC
One Hotel Circle
Hilton Head Island
5
CP Anchorage Hotel 2,
LLC
500 West Third Avenue
Anchorage
6
Philips Bryant Park
LLC
40 West 40th Street
New York
7
Granite Park LLC
114 West 40th Street
New York
9
The Plaza at 835 W.
Hamilton Street LP
835 West Hamilton Street
Allentown
13 CS Albany Realty, LLC
189 Wolf Road
Albany
16
LaGuardia Associates,
L.P.
104-04 Ditmars Boulevard
East Elmhurst
18
Hendon Golden East,
LLC
1100 North Wesleyan Boulevard
Rocky Mount
Crabb River and Sansbury, Ltd., Ellis Creek and Highway
90-A, Ltd., Grand Parkway and New Territory Boulevard,
Ltd., River Pointe Investment, Ltd., Bay Area and
Highway Three, Ltd., Bay Area and Seawolf, Ltd., Mason
20
and Cypresswood, Ltd.,
Pineloch and El Camino Investment Various
Victorville
20.01
1001 and 1051 Pineloch Drive
Houston
20.02
5720-5818 New Territory Boulevard
Sugar Land
20.03
411 Bay Area
Boulevard
Houston
20.04
6350 Highway 90A
Sugar Land
20.05
1270 Crabb River Road
Richmond
20.06
15201 Mason Road
Cypress
20.07
1250 Cypress Station Drive
Houston
20.08
404 River Pointe Drive
Conroe
20.09
515 Bay Area Boulevard
Houston
20.1
3323 South Burke Road
Pasadena
21
Prime Outlets At
Pleasant Prairie II LLC
11211 120th Avenue
Pleasant Prairie
25
Columbia Properties
Oklahoma City, LLC
3233 Northwest Expressway
Oklahoma City
26
1320 W. Fullerton
L.L.C.
1320 West Fullerton Avenue
Chicago
27
Field Family
Associates LLC
144-10 135th Avenue
Jamaica
28
KAIS, LLC
2155 Iron Point Road
Folsom
29
WSV Dorchester Limited
Partnership
3010-3190 West 14th Avenue
Denver
31
TR-VSS (MI) QRS 16-90,
Inc.
4505 West 26 Mile Road
Washington
35
Prado Acquisition, LLC
25101 South Tamiami Trail
Bonita Springs
Sequoia Courtney Manor, LP, Sequoia Courtney Manor 1,
LP, Sequoia Courtney Manor 2, LP, Sequoia Courtney Manor
3, LP, Sequoia Courtney Manor 4, LP, Sequoia Courtney
Manor 5, LP, Sequoia Courtney Manor 6, LP, Sequoia
Courtney Manor 7, LP, Sequoia Courtney Manor 8, LP,
Sequoia Courtney Manor 9, LP, Sequoia Courtney Manor 10,
LP, Sequoia Courtney Manor 11, LP, Sequoia Courtney
Manor 12, LP, Sequoia Courtney Manor 13, LP, Sequoia
Courtney Manor 14, LP, Sequoia Courtney Manor 15, LP,
Sequoia Courtney Manor 16, LP, Sequoia Courtney Manor
17, LP, Sequoia Courtney Manor 19, LP, Sequoia Courtney
Manor 20, LP, Sequoia Courtney Manor 22, LP, Sequoia
Courtney Manor 23, LP, Sequoia Courtney Manor 24, LP,
Sequoia Courtney Manor 25, LP, Sequoia Courtney Manor
26, LP, Sequoia Courtney Manor 28, LP, Sequoia Courtney
Manor 29, LP, Sequoia Courtney Manor 30, LP, Sequoia
38
Courtney Manor 31, LP,
Sequoia Courtney Manor 32, LP 9100
Independence Parkway
Plano
HMBF05 Newburyport MA LLC, SVMMC05 Toledo OH LLC, TCI06
39
Burnsville MN LLC
Various
Various
39.01
12000 Portland Avenue South
Burnsville
39.02
2 Opportunity Way
Newburyport
39.03
3930 Sunforest Court
Toledo
42
Palmer Square, LLC
200 Petersville Road
New Rochelle
52
South Cove Development
II, LLC
Lefante Way
Bayonne
54
DLP Hotel Group, LLC
Various
Various
54.01
20 Sanford Drive
Fredericksburg
54.02
15 Salisbury Drive
Stafford
55
FPA Ashton Springs
Associates, LLC
25220 109th Place Southeast
Kent
59
Brentwood RI LLC
1060 Brentwood Road, Northeast
Washington
60
Rislake, LLC
501 North 116th Avenue N
St. Petersburg
Sterling/Roseland Associates, L.L.C., Klein Roseland,
63
L.L.C.
555 Eagle Rock Avenue
Roseland
67
Paramount Commons at
Whiting, LLC
1180 Highway 70
Manchester
First Park Ten Coco San Antonio, L.P., Slee Grand
70
Prairie, L.P., OB
Midway NC Gladstone Commercial LLC
Various
Various
70.01
6550 First Park Ten Boulevard
San Antonio
70.02
725 North Great Southwest Parkway
Arlington
70.03
9698 Old US Highway 52
Lexington
71
Lindsey Office
Properties, LLC
1200 East Joyce Boulevard
Fayetteville
72
ATL Investors LLC
725 West Pioneer Trace
Pendleton
74
Heartland Centre
L.L.C.
1275 Richmond Avenue
Staten Island
75
Pioneer Place, LLC
333 - 343 South Kirkwood Road
Kirkwood
76
HHHA Partners, Ltd.
901 Wilson Road
Conroe
80
Lofts at the Mill,
L.P.
800
James Avenue
Scranton
81
MRM Fresno LLC
3366 East Muscat Avenue
Fresno
82
PSC Medford, LLC
2380 Poplar Drive
Medford
84
Frog Pond at
Natchitoches, LLC
3800 University Parkway
Natchitoches
85
Tweet Canton, LLC
10 and 40 Pequot Way
Canton
87
C&K 386 North
Wabasha Street LLC
386 North Wabasha Street
St. Paul
88
Brighton Way, Ltd.
9625-9635 Brighton Way
Beverly Hills
90
445 Simarano Drive
Marlborough LLC
445 Simarano Drive
Marlborough
91
Alliance Hotel II,
Ltd.
13400 North Freeway
Fort Worth
92
ZP NO. 173, LLC
6840 Market Street
Wilmington
95
Parkway Crossing Phase
Two, LLC
1200 South Geneva Road
Orem
96
Falls Plaza Venture,
LLC, GMK-Falls Plaza, LLC
North 18 West 15066 Appleton Avenue Menomonee
Falls
98
W.B. - C.F. Associates
Limited Partnership III
923 Maplewood Drive
Cedar Falls
100 Lindy-Zell ATT Texas, LLC
Various
Various
100.01
15100 FAA Boulevard
Fort Worth
100.02
3900 Dacoma Street
Houston
101 UCM/FPI-Cobalt, LLC
2200 First Avenue South
Seattle
106 RDO Preston Place Associates, LLC
Various
Bossier City
106.01
414 Preston Boulevard
Bossier City
106.02
400 Preston Boulevard
Bossier City
107 Falls Omni LP
6101 Antoine Drive
Houston
108 Plaza Del Rey, LP
5700-5720 Bellaire Boulevard
Houston
114 Stone Quarry, LLC
91, 93, & 95 Wagner Road
Monaca
117 215 Ohio, L.L.C.
215 West Ohio Street
Chicago
119 17200 Perimeter Office Partners,
L.L.C.
17200 North Perimeter Drive
Scottsdale
122 Victorville Furniture, L.P.
12704 Amargosa Road
Victorville
123 Tamiami Square of Naples Building
300, LLC
14700 Tamiami Trail North
Naples
125 Club @ Stablechase, LP
13504 Schroeder Road
Houston
126 Windsor Shoppes, LLC and Robert E.
Simons
1520, 1540, 1550 and 1560 Main Street Windsor
127 Micarles, LLC
3350 Rogerdale Road
Houston
128 Moradi Enterprises L.L.C.
2439 Kuser Road
Hamilton Township
130 FPA Northridge Associates, L.P.
93 Castro Street
Salinas
134 Johnstown Plaza Holding Company,
LLC
625-733 West Coshocton Street
Johnstown
137 ABMAR Grasslands, LLC
14445 Grasslands Drive
Englewood
138 New Lake Hill L.L.C.
1700-1730 Lakeville Road
New Hyde Park
780 and 800 South Michigan Street, 801
140 Michigan Street Buildings,
LLC
and 808 South Fidalgo Street
Seattle
144 InnerBrand, LLC
5849 Peachtree Road
Chamblee
147 RAM Cargo I, LLC
Various
Doral
147.01
9800 Northwest 17 Street
Doral
147.02
9475 Northwest 13th Street
Doral
148 FSF Parc Bordeaux Associates, LLC
3410 Rue Chanel
Indianapolis
SMP CPW 2300-4915, LLC, Cathedral CPW 2300-4915, LLC,
Ohmann FT CPW 2300-4915, LLC, Swoish FT CPW 2300-4915,
LLC, Van Ness FT CPW 2300-4915, LLC, SVN CPW 2300-4915,
2300
Englert Drive and 4915 Prospectus
151 LLC
Drive
Durham
152 VU Enterprises, Inc.
1208 - 1280 South Abel Street
Milpitas
154 Lamar Northwend, LTD.
9515 North Lamar Boulevard
Austin
155 ZNZ Enterprises, LLC
1201 Searless Avenue
Las Vegas
156 Atrium One LLC
5618 Odana
Road
Madison
157 Revenue Properties (Danville), LLC
202 Stinson Drive
Danville
161 F&F Monterey Park Associates,
LLC
2054 Saturn Street
Monterey Park
163 Mutual Investments, LLC
Various
Cincinnati
163.01
167 Anderson Ferry Road
Cincinnati
163.02
6380 Cheviot Road
Cincinnati
163.03
2378-2436 Boudinot Avenue
Cincinnati
165 Selig Real Estate Holdings XXVIII,
LLC
401 Queen Anne Avenue North
Seattle
166 Manor Road Venture LP
381 Colonial Manor Road
North Huntingdon
169 ZP NO. 172, LLC
1925 and 1929 Oleander Drive
Wilmington
170 Genvest Corporation
28 Diana Lane
Dracut
173 Al - Shams, Inc.
52 Fitchburg Road
Townsend
46-88 Cornelia Street, 67-83 Lister
174 Newark Market, LLC
Avenue, 55-60 Joseph Street
Newark
179 Empire Delaware, LLC
54 Cheswold Boulevard
Newark
181 Lakepointe West L.L.C.
4045 North West 64th Street
Oklahoma City
THM-Mansfield 1136 Vine LLC, THM-Mansfield 402 Lawrence
183 LLC, THM-Mansfield Fennaway
Apartments LLC
Various
Various
183.01
1136 Vine Street
Liverpool
183.02
1-36 Fenner Street
Cazenovia
183.03
402 Lawrence Avenue
Syracuse
187 Sargent Center Limited Partnership
5601-5615 Sargent Road
Hyattsville
188 Harrisburg Plaza, Ltd.
5104 Harrisburg Boulevard
Houston
189 Columbia Shopping Center Limited
4800 Columbia Avenue
Dallas
194 The Barrett Limited Partnership II
1401 Plainfield Naperville Road
Naperville
195 A.K. Investment Properties, Inc.
1024 Ashwood Court
Gastonia
197 3923 Woodley Rd., LLC
3923 Woodley Road
Montgomery
199 610 East Morehead, LLC
610 East Morehead Street
Charlotte
202 Dan Z Cornwall Holdings Corp.
55 Quaker Avenue
Cornwall
203 Friends Realty Associates, LLC
216 Quaker Road
Queensbury
204 WK Miramar LLC, JG Miramar LLC
8901 Miramar Parkway
Miramar
205 Total Fitness Center Layton, LLC
18 North Fort Lane
Layton
210 Urth Santa Monica Development, LLC
2327 Main Street
Santa Monica
211 Ponca Shopping Center, LLC
2900 North 14th Street
Ponca City
213 FMKT II, Inc.
2114 Lakeway Boulevard
Lakeway
216 WMF Gentry Apartments, Ltd.
13925 Alderson
Houston
219 Mahin Trust
95 East Main Street
Westborough
221 Fairfield Country Shops II
Associates, LP
15202 Mason Road
Cypress
224 Greatwood Country Shops I
Associates, LP
1480 Crabb River Road
Richmond
225 Cinco Pad Associates, LP
3333 Mason Road
Katy
226 FRP Fairfield Village Associates,
LP
15050 Fairfield Village Drive
Cypress
<CAPTION>
Interest
Loan # State
Zip
Code County
Property Name
Size
Measure Rate
(%)
------ -------
--------
--------------------------
---------------------------------------- ------ ----------- --------
<S> <C>
<C>
<C>
<C>
<C> <C>
<C>
4
SC
29928 Beaufort
Marriott - Hilton Head Island
512 Rooms
5.79000
5
AK
99501 Anchorage
Hilton - Anchorage
606 Rooms
6.10000
6
NY
10018 New York
Bryant Park Hotel
128 Rooms
5.75000
7
NY
10018 New York
Courtyard by Marriott - Times
Square South
244 Rooms
5.69000
9
PA
18101 Lehigh
The Plaza at PPL Center
252193 Square
Feet 5.75000
13
NY
12205 Albany
Marriott - Albany, New York
359 Rooms
5.79000
16
NY
11369 Queens
Crowne Plaza - LaGuardia
358 Rooms
7.02000
18
NC
27804 Nash
Golden East Crossing
461699 Square
Feet 5.67000
20
TX
Various
Various
Concorde Portfolio I
200031 Square
Feet 6.04000
20.01 TX
77062 Harris
Space City Complex
52196 Square
Feet 6.04000
20.02 TX
77479 Fort Bend
Grand Parkway
22875 Square
Feet 6.04000
20.03 TX
77058 Harris
Concorde Centre
45902 Square
Feet 6.04000
20.04 TX
77478 Fort Bend
New Territory Country Shops
14228 Square
Feet 6.04000
20.05 TX
77469 Fort Bend
Greatwood Country Shops
14220 Square
Feet 6.04000
20.06 TX
77433 Harris
Fairfield Country Shops
16385 Square
Feet 6.04000
20.07 TX
77090 Harris
Cypress Station
14300 Square
Feet 6.04000
20.08 TX
77304 Montgomery
Conroe Professional Building
9000 Square Feet
6.04000
20.09 TX
77058 Harris
Concorde Centre II
5925 Square Feet
6.04000
20.1 TX
77504 Harris
Pasadena Professional Building
5000 Square Feet
6.04000
21
WI
53158 Kenosha
Prime Outlets at Pleasant Prairie
142369 Square
Feet 6.01000
25
OK
73112 Oklahoma
Marriott - Oklahoma City
354 Rooms
5.79000
26
IL
60614 Cook
Lake Shore Athletic Club
136900 Square
Feet 6.47000
27
NY
11436 Queens
Hampton Inn - JFK
216 Rooms
6.64000
28
CA
95630 Sacramento
Kaiser Foundation Health Plan
121378 Square
Feet 5.79000
29
CO
80204 Denver
The Overlook Apartments
475 Units
5.83000
31
MI
48094 Macomb
TRW
Automotive Inc.
279625 Square
Feet 5.60000
35
FL
34134 Lee
The Prado at Spring Creek
152072 Square
Feet 5.98000
38
TX
75025 Collin
Courtney Manor Apartments
322 Units
6.19000
39
Various
Various
Various
The Gladstone Telex Portfolio
208066 Square
Feet 5.79000
39.01 MN
55337 Dakota
Telex Building
114100 Square
Feet 5.79000
39.02 MA
01950 Essex
Home Made Brand Foods Building
70598 Square
Feet 5.79000
39.03 OH
43623 Lucas
St. Vincent Mercy Medical Center
23368 Square
Feet 5.79000
42
NY
10801
Westchester
Palmer Square
74107 Square
Feet 6.03000
52
NJ
07002 Hudson
South Cove Commons
96620 Square
Feet 6.00000
54
VA
Various
Stafford
Wingate Inn Portfolio
228 Rooms
5.86000
54.01 VA
22406 Stafford
Wingate Inn Portfolio -
Fredericksburg, VA
129 Rooms
5.86000
54.02 VA
22554 Stafford
Wingate Inn Portfolio - Stafford, VA
99 Rooms
5.86000
55
WA
98030 King
Ashton Springs Apartments
329 Units
6.05000
59
DC
20018 District
of Columbia
Rhode Island Place
57529 Square
Feet 6.35000
60
FL
33716 Pinellas
Lakeside Village
304 Units
6.34000
63
NJ
07068 Essex
Eagle Rock Commons
37159 Square
Feet 5.66000
67
NJ
08759 Ocean
Whiting Commons
131046 Square
Feet 5.75000
70
Various
Various
Various
Gladstone Portfolio
278245 Square
Feet 5.76000
70.01 TX
78213 Bexar
Corinthian College Office/Flex
60245 Square
Feet 5.76000
70.02 TX
76011 Tarrant
Sara Lee Bakery
64000 Square
Feet 5.76000
70.03 NC
27295 Davidson
Owens-Brockway Warehouse
154000 Square
Feet 5.76000
71
AR
72703 Washington
Lindsey Office Building
68750 Square
Feet 5.71000
72
IN
46064 Madison
Atlas Cold Storage
158928 Square
Feet 5.80000
74
NY
10314 Richmond
Heartland Village Shopping Center
56819 Square
Feet 5.49000
75
MO
63122 St. Louis
Pioneer Place
83447 Square
Feet 5.75000
76
TX
77301 Montgomery
Heritage at Hooper Hill
210 Units
5.87000
80
PA
18510 Lackawanna
Lofts at the Mill
89 Units
6.01000
81
CA
93725 Fresno
Produce Container Building
333470 Square
Feet 6.26000
82
OR
97504 Jackson
Poplar Square Shopping Center
116583 Square
Feet 5.68000
84
LA
71458
Natchitoches
Frog Pond Apartments
480 Beds
5.96000
85
MA
02021 Norfolk
Tweeter Home Entertainment Group
Headquarters
145350 Square
Feet 5.67000
87
MN
55102 Ramsey
Ecolab Building
153763 Square Feet 5.70000
88
CA
90210 Los
Angeles
Brighton Way
20520 Square
Feet 5.58000
90
MA
01752 Middlesex
445 Simarano Drive
176020
Square Feet
5.85000
91
TX
76177 Tarrant
Residence Inn Alliance Airport
111 Rooms
5.93000
92
NC
28405 New
Hanover
Ogden Commons
76249 Square
Feet 5.79000
95
UT
84058 Utah
Parkway Crossing Phase II
394 Beds
6.35000
96
WI
53051 Waukesha
Falls Plaza
123036 Square
Feet 5.49000
98
IA
50613 Black Hawk
College Square Apartments
436 Beds
5.65000
100 TX
Various
Various
AT&T Portfolio
127729 Square
Feet 5.61000
100.01 TX
76155 Tarrant
Fort Worth AT&T Call Center
64292 Square
Feet 5.61000
100.02 TX
77092 Harris
Houston AT&T Revenue Management Center 63437
Square Feet
5.61000
101 WA
98134 King
Cobalt Building
93119 Square
Feet 5.63000
106 LA
71111 Bossier
Preston Place & Port Au Prince Portfolio 272
Units
5.75000
106.01 LA
71111 Bossier
Preston Place Apartments
148 Units
5.75000
106.02 LA
71111 Bossier
Port Au Prince Apartments
124 Units
5.75000
107 TX
77091 Harris
Falls on Antoine
348 Units
5.98000
108 TX
77081 Harris
Plaza Del Rey
58646 Square
Feet 5.83000
114 PA
15061 Beaver
Stone Quarry Commons
67407 Square
Feet 5.76000
117 IL
60610
Cook
Electronic Arts Building
45626 Square
Feet 6.19000
119 AZ
85255 Maricopa
Cachet Homes Perimeter Center Office
42418 Square
Feet 5.73000
122 CA
92392 San
Bernardino
Wickes Furniture
39014 Square
Feet 6.11000
123 FL
34110 Collier
Tamiami Square
31289 Square
Feet 5.75000
125 TX
77070 Harris
Club at Stablechase
133 Units
5.75000
126 CO
80550 Weld
New Windsor Marketplace
96987 Square
Feet 5.67000
127 TX
77042 Harris
3350 Rogerdale
192007 Square
Feet 6.00000
128 NJ
08690 Mercer
Medical Diagnostic Laboratories
60000 Square
Feet 5.70000
130 CA
93906 Monterey
Northridge Villas
104 Units
5.71000
134 OH
43031 Licking
Johnstown Village Square
80178 Square
Feet 5.88000
137 CO
80112 Denver
Baxa Corporate Headquarters
105651 Square
Feet 5.58000
138 NY
11040 Nassau
New Lake Hill Shopping Center
39717 Square
Feet 5.64000
140 WA
98108 King
The Michigan Street Buildings
78913 Square
Feet 6.40000
144 GA
30341 DeKalb
5849 Peachtree Road
206040 Square
Feet 6.04000
147 FL
33172 Miami-Dade
Agriflora Group & Emerald Farms
Portfolio
79686 Square
Feet 5.83000
147.01 FL
33172 Miami-Dade
Emerald Farms
44065 Square
Feet 5.83000
147.02 FL
33172 Miami-Dade
Agriflora Group
35621 Square
Feet 5.83000
148 IN
46227 Marion
Parc Bordeaux Apartments
208 Units
5.62000
151 NC
27713 Durham
Commercial Park West Buildings 2300
and 4915
98577 Square
Feet 5.75000
152 CA
95035 Santa
Clara
Liberty Plaza
29638 Square
Feet 5.62000
154 TX
78753 Travis
Northwend Shopping Center
63753 Square
Feet 5.70000
155 NV
89101 Clark
Reddy Ice
110000 Square
Feet 6.28000
156 WI
53719 Dane
Atrium Office Building
33108 Square
Feet 6.44000
157 VA
24540 Danville
City
202 Stinson Drive
259728 Square
Feet 5.71000
161 CA
91755 Los
Angeles
Monterey Park
54103 Square
Feet 5.62000
163 OH
Various
Hamilton
Mutual Investments LP
250 Units
5.71000
163.01 OH
45238 Hamilton
River Bend
120 Units
5.71000
163.02 OH
45247 Hamilton
The Oaks
90 Units
5.71000
163.03 OH
45238 Hamilton
Boudinot
40 Units
5.71000
165 WA
98109 King
401 Queen Anne
14400 Square
Feet 6.01000
166 PA
15642
Westmoreland
QXL
70000 Square
Feet 6.48000
169 NC
28403 New
Hanover
Oleander Plaza
50450 Square
Feet 5.79000
170 MA
01826 Middlesex
28 Diana Lane
69000 Square
Feet 5.86000
173 MA
01469 Middlesex
Pine
Ridge Estates
90 Units
5.75000
174 NJ
07105 Essex
55 Joseph Street
96000 Square
Feet 6.00000
179 DE
19713 New Castle
Chasemont Apartments
83 Units
5.85000
181 OK
73116 Oklahoma
Lakepointe West Office
85246 Square
Feet 5.93000
183 NY
Various
Various
Maidman Syracuse Portfolio
137 Units
5.83000
183.01 NY
13088 Onondaga
Pine Tree Apartments
65 Units
5.83000
183.02 NY
13035 Madison
Fennaway Green Apartments
36 Units
5.83000
183.03 NY
13212 Onondaga
Lawrence Terrace
36 Units
5.83000
187 MD
20782 Prince
Georges
Sargent Center
55582 Square
Feet 5.88000
188 TX
77011 Harris
Harrisburg Plaza
22746 Square
Feet 5.89000
189 TX
75226 Dallas
Columbia Fitzhugh Shopping Center
49390 Square
Feet 6.63000
194 IL
60564 Dupage
Clocktower Square
15283 Square
Feet 6.13000
195 NC
28054 Gaston
Fern Forest Apartments
181 Units
6.47000
197 AL
36116 Montgomery
Hidden Creek Village Apartments
120 Units
5.65000
199 NC
28202
Mecklenburg
610 East Morehead Street
20200 Square
Feet 5.95000
202 NY
12518 Orange
Cornwall Towne Center
20303 Square
Feet 5.88000
203 NY
12804 Warren
CVS Plaza - Queensbury, NY
25008 Square
Feet 5.86000
204 FL
33025 Broward
Miramar Professional Plaza
30536 Square
Feet 6.18000
205 UT
84041 Davis
Gold's Gym Layton, UT
42247 Square
Feet 6.22000
210 CA
90405 Los
Angeles
Urth Cafe
5288 Square Feet
6.26000
211 OK
74601 Kay
Ponca City Shopping Center
90222 Square
Feet 5.93000
213 TX
78734 Travis
Lakeway Market
11728 Square
Feet 6.10000
216 TX
77015 Harris
Gentry Apartments
106 Units
6.00000
219 MA
01581 Worcester
95 East Main Street
14955 Square
Feet 5.85000
221 TX
77433 Harris
Fairfield Country Shops II
12020 Square
Feet 6.04000
224 TX
77469 Fort Bend
Greatwood
Country Shops - Phase II
7400 Square Feet
6.04000
225 TX
77450 Fort Bend
Westheimer and Mason
6000 Square Feet
6.04000
226 TX
77433 Harris
Fairfield Village/Market
5200 Square Feet
6.04000
<CAPTION>
Net Mortgage
Maturity/
Monthly Debt
Loan # Interest
Rate Original
Balance Cutoff
Balance Term
Rem. Term
ARD Date
Amort.
Term Rem. Amort.
Service
------
-------------
----------------
--------------
---- ---------
---------
-----------
-----------
------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
4
5.76946
125,000,000
124,609,905 120
117 12/01/16
360
357
732,645
5
6.07946
95,000,000
95,000,000
120
120 03/01/17
360
360
575,695
6
5.72946
90,000,000
90,000,000
120
118 01/01/17
360
360
525,216
7
5.66946
90,000,000
89,589,759
120
117 12/01/16
300
297
562,937
9
5.72946
75,000,000
75,000,000
120
117 12/01/16
360
360
437,680
13
5.76946
65,000,000
64,797,151
120
117 12/01/16
360
357
380,976
16
6.99946
50,000,000
50,000,000
120
120 03/01/17
360
360
333,323
18
5.64946
49,000,000
49,000,000
120
119 02/01/17
360
360
283,465
20
6.01946
41,600,000
41,600,000
120
120 03/01/17
360
360
250,484
20.01
9,455,000
9,455,000
120
120 03/01/17
360
360
20.02
9,235,000
9,235,000
120
120 03/01/17
360
360
20.03
8,960,000
8,960,000
120
120 03/01/17
360
360
20.04
2,810,000
2,810,000
120
120 03/01/17
360
360
20.05
2,620,000
2,620,000
120
120 03/01/17
360
360
20.06
2,590,000
2,590,000
120
120 03/01/17
360
360
20.07
2,340,000
2,340,000
120
120 03/01/17
360
360
20.08
1,690,000
1,690,000
120
120 03/01/17
360
360
20.09
1,090,000
1,090,000
120
120 03/01/17
360
360
20.1
810,000
810,000
120
120 03/01/17
360
360
21
5.98946
38,300,000
38,300,000
119
117 12/01/16
360
360
229,874
25
5.76946
34,400,000
34,292,646
120
117 12/01/16
360
357
201,624
26
6.44946
33,500,000
33,457,497
120
119 02/01/17
360
359
211,082
27
6.61946
32,500,000
32,500,000
120
119 02/01/17
360
360
208,424
28
5.76946
31,840,000
31,840,000
120
117 12/01/16
0
0
155,762
29
5.80946
31,000,000
31,000,000
120
116 11/01/16
360
360
182,486
31
5.57946
30,400,000
30,400,000
120
117 12/01/16
360
360
174,520
35
5.91946
28,500,000
28,500,000
120
117 12/01/16
360
360
170,506
38
6.16946
23,000,000
23,000,000
120
116 11/01/16
360
360
140,719
39
5.76946
21,846,000
21,846,000
120
118 01/01/17
360
360
128,043
39.01
12,000,000
12,000,000
120
118 01/01/17
360
360
39.02
6,846,000
6,846,000
120
118 01/01/17
360
360
39.03
3,000,000
3,000,000
120
118 01/01/17
360
360
42
6.00946
21,000,000
20,954,830
120
118 01/01/17
360
358
126,311
52
5.97946
18,500,000
18,500,000
118
115 10/01/16
360
360
110,917
54
5.83946
17,800,000
17,800,000
120
118 01/01/17
360
360
105,123
54.01
9,050,000
9,050,000
120
118 01/01/17
360
360
54.02
8,750,000
8,750,000
120
118 01/01/17
360
360
55
6.02946
17,750,000
17,750,000
120
113 08/01/16
0
0
90,732
59
6.32946
17,000,000
17,000,000
119
117 12/01/16
360
360
105,780
60
6.31946
16,750,000
16,750,000 60
58 01/01/12
0
0
89,725
63
5.63946
15,000,000
15,000,000
120
120 03/01/17
360
360
86,680
67
5.72946
14,800,000
14,800,000
120
119 02/01/17
0
0
71,902
70
5.73946
14,309,000
14,309,000
120
117 12/01/16
360
360
83,594
70.01
7,260,000
7,260,000
120
117 12/01/16
360
360
70.02
4,168,000
4,168,000
120
117 12/01/16
360
360
70.03
2,881,000
2,881,000
120
117 12/01/16
360
360
71
5.68946
13,900,000
13,855,960
120
117 12/01/16
360
357
80,764
72
5.77946
13,600,000
13,600,000
120
118 01/01/17
360
360
79,798
74
5.46946
13,400,000
13,400,000
120
118 01/01/17
0
0
62,156
75
5.72946
13,400,000
13,400,000
120
118 01/01/17
360
360
78,199
76
5.84946
13,200,000
13,200,000
120
116 11/01/16
360
360
78,041
80
5.98946
12,800,000
12,800,000
120
117 12/01/16
360
360
76,825
81
6.23946
12,750,000
12,712,359
115
113 08/01/16
300
298
84,187
82
5.65946
12,280,000
12,280,000
120
118 01/01/17
0
0
58,933
84
5.93946
12,000,000
12,000,000
120
120 03/01/17
360
360
71,638
85
5.64946
12,000,000
12,000,000
120
119 02/01/17
360
360
69,420
87
5.67946
11,500,000
11,500,000
120
118 01/01/17
360
360
66,746
88
5.55946
11,300,000
11,300,000 60
58 01/01/12
0
0
53,275
90
5.82946
11,000,000
11,000,000
120
118 01/01/17
360
360
64,894
91
5.90946
11,000,000
11,000,000
120
117 12/01/16
360
360
65,456
92
5.76946
11,000,000
10,975,392
120
118 01/01/17
360
358
64,473
95
6.32946
10,700,000
10,700,000
120
116 11/01/16
360
360
66,579
96
5.46946
10,625,000
10,625,000
120
119 02/01/17
360
360
60,261
98
5.62946
10,450,000
10,450,000 84
82 01/01/14
360
360
60,321
100
5.58946
10,200,000
10,200,000
120
118 01/01/17
360
360
58,620
100.01
5,400,000
5,400,000
120
118 01/01/17
360
360
100.02
4,800,000
4,800,000
120
118 01/01/17
360
360
101
5.60946
10,200,000
10,200,000 84
82 01/01/14
0
0
48,520
106
5.72946
9,500,000
9,500,000
120
117 12/01/16
360
360
55,439
106.01
5,834,646
5,834,646
120
117 12/01/16
360
360
106.02
3,665,354
3,665,354
120
117 12/01/16
360
360
107
5.95946
9,350,000
9,350,000
120
108 03/01/16
360
360
55,938
108
5.80946
9,120,000
9,120,000
120
116 11/01/16
0
0
44,923
114
5.73946
8,400,000
8,400,000
120
119 02/01/17
360
360
49,074
117
6.16946
8,000,000
7,989,570 60
59 02/01/12
360
359
48,946
119
5.70946
7,950,000
7,950,000
120
118 01/01/17
360
360
46,293
122
6.04946
7,750,000
7,750,000
120
120 03/01/17
360
360
47,015
123
5.72946
7,700,000
7,700,000
120
118 01/01/17
360
360
44,935
125
5.72946
7,500,000
7,500,000
120
118 01/01/17
360
360
43,768
126
5.64946
7,500,000
7,500,000
120
118 01/01/17
0
0
35,930
127
5.97946
7,500,000
7,477,511
120
117 12/01/16
360
357
44,966
128
5.62946
7,500,000
7,476,192
120
117 12/01/16
360
357
43,530
130
5.68946
7,400,000
7,400,000
120
118 01/01/17
360
360
42,997
134
5.85946
7,200,000
7,200,000
120
118 01/01/17
360
360
42,614
137
5.55946
7,100,000
7,100,000
120
118 01/01/17
360
360
40,670
138
5.61946
7,100,000
7,100,000
120
118 01/01/17
360
360
40,939
140
6.37946
7,000,000
7,000,000
126
118 01/01/17
360
360
43,785
144
5.95946
6,800,000
6,785,397
120
118 01/01/17
360
358
40,944
147
5.80946
6,600,000
6,600,000
120
118 01/01/17
360
360
38,852
147.01
3,727,059
3,727,059
120
118 01/01/17
360
360
147.02
2,872,941
2,872,941
120
118 01/01/17
360
360
148
5.59946
6,500,000
6,500,000
120
117 12/01/16
360
360
37,397
151
5.72946
6,350,000
6,350,000
120
118 01/01/17
360
360
37,057
152
5.59946
6,200,000
6,200,000
120
118 01/01/17
360
360
35,671
154
5.67946
6,000,000
6,000,000
120
118 01/01/17
360
360
34,824
155
6.25946
6,000,000
6,000,000
120
120 03/01/17
360
360
37,060
156
6.41946 5,985,000
5,977,385
120
119 02/01/17
360
359
37,593
157
5.68946
5,950,000
5,931,148
117
114 08/28/16
360
357
34,572
161
5.59946
5,750,000
5,750,000
120
118 01/01/17
360
360
33,082
163
5.68946
5,700,000
5,687,080
120
118 01/01/17
360
358
33,119
163.01
3,137,516
3,130,404
120
118 01/01/17
360
358
163.02
1,987,453
1,982,948
120
118 01/01/17
360
358
163.03
575,032
573,728
120
118 01/01/17
360
358
165
5.98946
5,465,000
5,465,000
120
119 02/01/17
360
360
32,801
166
6.45946
5,500,000
5,462,383
120
112 07/01/16
360
352
34,691
169
5.76946
5,250,000
5,238,255
120
118 01/01/17
360
358
30,771
170
5.78946
5,150,000
5,150,000
120
119 02/01/17
360
360
30,415
173
5.72946
5,000,000
5,000,000
120
118 01/01/17
0
0
24,291
174
5.97946
5,000,000
4,989,192
120
118 01/01/17
360
358
29,978
179
5.82946
4,850,000
4,850,000
120
118 01/01/17
360
360
28,612
181
5.90946
4,800,000
4,791,417
120
119 02/01/17
300
299
30,721
183
5.80946
4,725,000
4,725,000
120
119 02/01/17
360
360
27,814
183.01
2,091,393
2,091,393
120
119 02/01/17
360
360
183.02
1,394,263
1,394,263
120
119 02/01/17
360
360
183.03
1,239,344
1,239,344
120
119 02/01/17
360
360
187
5.85946
4,300,000
4,300,000
120
119 02/01/17
360
360
25,450
188
5.86946
4,265,000
4,265,000
120
116 11/01/16
360
360
25,270
189
6.60946
4,250,000
4,244,689
119
118 01/01/17
360
359
27,227
194
6.10946
3,815,000
3,809,996
120
119 02/01/17
360
359
23,193
195
6.38946
3,765,000
3,748,401
120
115 10/01/16
360
355
23,723
197
5.62946
3,700,000
3,700,000
120
118 01/01/17
360
360
21,358
199
5.92946
3,600,000
3,585,429
120
116 11/01/16
360
356
21,468
202
5.85946
3,500,000
3,500,000
120
119 02/01/17
360
360
20,715
203
5.83946
3,500,000
3,500,000
120
118 01/01/17
360
360
20,670
204
6.15946
3,239,000
3,223,841
120
115 10/01/16
360
355
19,796
205
6.19946
3,200,000
3,190,501
120
118 01/01/17
300
298
21,050
210
6.23946
2,800,000
2,800,000
120
119 02/01/17
360
360
17,258
211
5.90946
2,720,000
2,720,000
120
118 01/01/17
360
360
16,186
213
6.07946
2,600,000
2,600,000
120
117 12/01/16
360
360
15,756
216
5.97946
2,280,000
2,273,163
120
117 12/01/16
360
357
13,670
219
5.82946
2,000,000
2,000,000
120
118 01/01/17
0
0
9,885
221
6.01946
1,950,000
1,950,000
120
120
03/01/17
360
360
11,741
224
6.01946
1,080,000
1,080,000
120
120 03/01/17
360
360
6,503
225
6.01946
1,070,000
1,070,000 120
120 03/01/17
360
360
6,443
226
6.01946
800,000
800,000
120
120 03/01/17
360
360
4,817
<CAPTION>
Servicing
Crossed
Originator/
Loan # Fee Rate
Accrual
Type ARD (Y/N)
ARD Step Up (%)
Title Type
Loan
Loan
Seller
------ ---------
------------
---------
---------------
-------------
-------
-----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
4
0.02000
Actual/360 No
Fee
CIBC
5
0.02000
Actual/360 No
Fee/Leasehold
CIBC
6
0.02000
Actual/360 No
Fee
CIBC
7
0.02000
Actual/360 No
Fee
CIBC
9
0.02000 Actual/360 No
Fee/Leasehold
CIBC
13
0.02000
Actual/360 No
Fee/Leasehold
CIBC
16
0.02000
Actual/360 No
Fee
CIBC
18
0.02000
Actual/360 No
Fee
CIBC
20
0.02000
Actual/360 No
Fee
CIBC
20.01
No
Fee
CIBC
20.02
No
Fee
CIBC
20.03
No
Fee
CIBC
20.04
No
Fee
CIBC
20.05
No
Fee
CIBC
20.06
No
Fee
CIBC
20.07
No
Fee
CIBC
20.08
No
Fee
CIBC
20.09
No
Fee
CIBC
20.1
No
Fee
CIBC
21
0.02000
Actual/360 No
Fee
CIBC
25
0.02000
Actual/360 No
Fee
CIBC
26
0.02000
Actual/360 No
Fee
CIBC
27
0.02000
Actual/360 No
Fee
CIBC
28
0.02000
Actual/360 No
Fee
CIBC
29
0.02000
Actual/360 No
Fee
CIBC
31
0.02000 Actual/360 No
Fee
CIBC
35
0.06000
Actual/360 No
Fee
CIBC
38
0.02000
Actual/360 No
Fee
CIBC
39
0.02000
Actual/360 No
Fee
CIBC
39.01
No
Fee
CIBC
39.02
No
Fee
CIBC
39.03
No
Fee
CIBC
42
0.02000
Actual/360 No
Fee
CIBC
52
0.02000
Actual/360 No
Fee
CIBC
54
0.02000
Actual/360 No
Fee
CIBC
54.01
No
Fee
CIBC
54.02
No
Fee
CIBC
55
0.02000
Actual/360 No
Fee
CIBC
59
0.02000
Actual/360 No
Fee
CIBC
60
0.02000
Actual/360 No
Fee
CIBC
63
0.02000
Actual/360 No
Fee
CIBC
67
0.02000
Actual/360 No
Fee
CIBC
70
0.02000
Actual/360 No
Fee
CIBC
70.01
No
Fee
CIBC
70.02
No
Fee
CIBC
70.03
No
Fee
CIBC
71
0.02000
Actual/360 No
Fee
CIBC
72
0.02000
Actual/360 No
Fee
CIBC
74
0.02000
Actual/360 No
Fee
CIBC
75
0.02000
Actual/360 No
Fee
CIBC
76
0.02000
Actual/360 No
Fee
CIBC
80
0.02000
Actual/360 No
Fee
CIBC
81
0.02000
Actual/360 No
Fee
CIBC
82
0.02000
Actual/360 No
Fee
CIBC
84
0.02000
Actual/360 No
Fee
CIBC
85
0.02000
Actual/360 No
Fee
CIBC
87
0.02000
Actual/360 No
Fee
CIBC
88
0.02000
Actual/360 No
Fee
CIBC
90
0.02000
Actual/360 No
Fee
CIBC
91
0.02000
Actual/360 No
Fee
CIBC
92
0.02000
Actual/360 No
Fee
CIBC
95
0.02000
Actual/360 No
Fee
CIBC
96
0.02000
Actual/360 No
Fee
CIBC
98
0.02000
Actual/360 No
Fee
CIBC
100 0.02000
Actual/360
No
Fee
CIBC
100.01
No
Fee
CIBC
100.02
No
Fee
CIBC
101 0.02000
Actual/360
No
Fee
CIBC
106 0.02000
Actual/360
No
Fee
CIBC
106.01
No
Fee
CIBC
106.02
No
Fee
CIBC
107 0.02000
Actual/360
No
Fee
CIBC
108 0.02000
Actual/360
No
Fee
CIBC
114 0.02000
Actual/360
No
Fee
CIBC
117 0.02000
Actual/360
No
Fee
CIBC
119 0.02000
Actual/360
No
Fee
CIBC
122 0.06000
Actual/360
No
Fee
CIBC
123 0.02000
Actual/360
No
Fee
CIBC
125 0.02000
Actual/360
No
Fee
CIBC
126 0.02000
Actual/360
No
Fee
CIBC
127 0.02000
Actual/360
No
Fee
CIBC
128 0.07000
Actual/360
No
Fee
CIBC
130 0.02000
Actual/360
No
Fee
CIBC
134 0.02000
Actual/360
No
Fee
CIBC
137 0.02000
Actual/360
No
Fee
CIBC
138 0.02000
Actual/360
No
Fee
CIBC
140 0.02000
Actual/360
No
Fee
CIBC
144 0.08000
Actual/360
No
Fee
CIBC
147 0.02000
Actual/360
No
Fee
CIBC
147.01
No
Fee
CIBC
147.02
No
Fee
CIBC
148 0.02000
Actual/360
No
Fee
CIBC
151 0.02000
Actual/360
No
Fee
CIBC
152 0.02000
Actual/360
No
Fee
CIBC
154 0.02000
Actual/360
No
Fee
CIBC
155 0.02000
Actual/360
No
Fee
CIBC
156 0.02000
Actual/360
No
Fee
CIBC
157 0.02000
Actual/360
No
Fee
CIBC
161 0.02000
Actual/360
No
Fee
CIBC
163 0.02000 Actual/360 No
Fee
CIBC
163.01
No
Fee
CIBC
163.02
No
Fee
CIBC
163.03
No
Fee
CIBC
165 0.02000
Actual/360
No
Fee
CIBC
166 0.02000
Actual/360
No
Fee
CIBC
169 0.02000
Actual/360
No
Fee
CIBC
170 0.07000
Actual/360
No
Fee
CIBC
173 0.02000
Actual/360
No
Fee
CIBC
174 0.02000
Actual/360
No
Fee
CIBC
179 0.02000
Actual/360
No
Fee
CIBC
181 0.02000
Actual/360
No
Fee
CIBC
183 0.02000
Actual/360
No
Fee
CIBC
183.01
No
Fee
CIBC
183.02
No
Fee
CIBC
183.03
No
Fee
CIBC
187 0.02000
Actual/360
No
Fee
CIBC
188 0.02000
Actual/360
No
Fee
CIBC
189 0.02000
Actual/360
No
Fee
CIBC
194 0.02000
Actual/360
No
Fee
CIBC
195 0.08000
Actual/360
No
Fee
CIBC
197 0.02000
Actual/360
No
Fee
CIBC
199 0.02000
Actual/360
No
Fee
CIBC
202 0.02000
Actual/360
No
Fee
CIBC
203 0.02000
Actual/360
No
Fee
CIBC
204 0.02000
Actual/360
No
Fee
CIBC
205 0.02000
Actual/360
No
Fee
CIBC
210 0.02000
Actual/360
No
Fee
CIBC
211 0.02000
Actual/360
No
Fee
CIBC
213 0.02000
Actual/360
No
Fee
CIBC
216 0.02000
Actual/360
No
Fee
CIBC
219 0.02000
Actual/360
No
Fee
CIBC
221 0.02000
Actual/360
No
Fee
A
CIBC
224 0.02000
Actual/360
No
Fee
A
CIBC
225 0.02000
Actual/360
No
Fee
A
CIBC
226 0.02000
Actual/360
No
Fee
A
CIBC
<CAPTION>
UPFRONT ESCROW
------------------------------------------------------------
Upfront
Letter of Upfront CapEx
Upfront
Eng.
Envir.
Upfront
Loan # Guarantor
Credit
Reserve
Reserve
Reserve
TI/LC Reserve
------- ----------------------------------------- -----------
--------------
-------------
-----------
--------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
4
Columbia Sussex
Corporation
No
125,466.00
0.00
0.00
0.00
5
Columbia Sussex
Corporation
No
92,324.42
36,250.00
0.00
0.00
Philip Pilevsky, Raymond Gindi, Joseph
6
Chehebar
No
43,946.00
28,375.00
0.00
0.00
7
G. Holdings
Corporation
No
0.00
0.00
0.00
0.00
9
Joshua Safrin
No
4,016.01
0.00
0.00
41,667.00
13
Columbia Sussex
Corporation
No
68,767.33
0.00
0.00
0.00
16
Martin W. Field
No
0.00 277,521.25
0.00
0.00
18
J. Charles Hendon, Jr.
No
11,542.50
0.00
0.00
3,316,159.50
20
Suburban Retail
Holdings, Inc.
No
100,000.00
0.00
0.00
150,000.00
20.01
20.02
20.03
20.04
20.05
20.06
20.07
20.08
20.09
20.1
21
Prime Outlets
Acquisition Company, LLC
No
1,822.00
0.00 &nb
