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 August 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP12
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of August 1, 2007, is between J.P. Morgan Chase Commercial Mortgage
Securities
Corp., as purchaser (the "Purchaser"), and 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 August 1, 2007 (the "Pooling and Servicing Agreement") among
the
Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, N.A.,
as master
servicer (the "Master Servicer"), J. E. Robert Company, Inc., as
special
servicer (the "Special Servicer"), and LaSalle Bank National
Association, as
trustee (the "Trustee"), pursuant to which the Purchaser will sell
the Mortgage
Loans (as defined herein) to a trust fund and certificates
representing
ownership interests in the Mortgage Loans will be issued by the
trust fund. For
purposes of this Agreement, the term "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
(subject to certain agreements regarding servicing as provided in
the Pooling
and Servicing Agreement, subservicing agreements permitted
thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the
Closing Date
between the Master Servicer and the Seller) all of its right,
title, and
interest in and to the Mortgage Loans 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. On the Closing Date, the Seller shall also deliver
to the
Depositor an amount equal to $150,031.86, which amount represents
the aggregate
amount of interest that would have accrued at the related Mortgage
Rates on the
applicable Mortgage Loans commencing August 1, 2007 for those
Mortgage Loans
that do not have a Due Date in September 2007. The Depositor will
sell the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A, Class
X, Class
A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates (the
"Offered Certificates") to the underwriters (the "Underwriters")
specified in
the underwriting agreement, dated as of August 24, 2007 (the
"Underwriting
Agreement") between the Depositor and J.P. Morgan Securities Inc.
("JPMSI") for
itself and as representative of the several underwriters identified
therein, and
the Depositor will sell the Class G, Class H and Class J
Certificates and a
portion of the Class K Certificates to JPMSI and/or UBS Securities
LLC as
initial purchasers and sell the remaining portion of the Class K
Certificates
and the Class L, Class M, Class N, Class P, Class Q, Class T and
Class NR
Certificates through JPMSI, as placement agent pursuant to the
certificate
purchase and placement agreement dated August 24, 2007 (the
"Certificate
Purchase and Placement Agreement"), among the Depositor, JPMSI, for
itself as
initial purchaser and on behalf of UBS Securities LLC, as initial
purchaser, and
JPMSI as placement agent.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall (i) pay to the
Seller or at
the Seller's direction in immediately available funds the sum
of
$1,015,022,811.97 (which amount is inclusive of accrued interest
and exclusive
of the Seller's pro rata share of the costs set forth in Section 9
hereof) and
(ii) transfer the Class X-PP1 Certificates to the Seller. 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 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
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 a
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
2.01(c) of the Pooling and Servicing Agreement, and meeting all the
requirements
of such Sections 2.01(b) and 2.01(c), and such other documents,
instruments and
agreements as the Purchaser or the Trustee shall reasonably
request. In
addition, 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, 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 Master Servicer has
exercised all
remedies available under the Mortgage Loan documents to collect
such Transfer
Modification Costs from such Mortgagor, in which case the Master
Servicer shall
give the 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 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 Trustee (in care of the Master Servicer) for
the benefit of
Certificateholders. Prior to the date that a letter of credit, if
any, with
respect to any Mortgage Loan is transferred to the Trustee (in care
of the
Master Servicer), the Seller will cooperate with the reasonable
requests of the
Master Servicer or Special Servicer, as applicable, in connection
with
effectuating a draw under such letter of credit as required under
the terms of
the related Mortgage Loan documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a Dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith,
with respect to
any information relating to the Mortgage Loans or the Seller, in
order to make
the statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to
any
information relating to the Mortgage Loans or the 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 Annexes A-1,
A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will not, in the
light of the
circumstances when the Prospectus is so amended or supplemented, be
misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2,
A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will comply with
applicable law.
All terms used in this clause (c) and not otherwise defined herein
shall have
the meaning set forth in the Indemnification Agreement, dated as of
August 24,
2007 between the Purchaser and the Seller (the "Indemnification
Agreement"); and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any Companion Loan related to a Serviced Whole Loan
or any
Serviced Securitized Companion Loan that is deposited into an
Other
Securitization or a Regulation AB Companion Loan Securitization,
the depositor
in such Other Securitization or Regulation AB Companion Loan
Securitization) and
the Trustee with any Additional Form 10-D Disclosure and any
Additional Form
10-K Disclosure set forth next to the Purchaser's name on Schedule
X and
Schedule Y of the Pooling and Servicing Agreement within the time
periods set
forth in the Pooling and Servicing Agreement.
SECTION 6. Representations and Warranties.
(a) 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 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
have 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 as contemplated herein, (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 do not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which 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 or their respective affiliates or any servicer
of
a Mortgage
Loan) that may be entitled to any commission or compensation in
connection
with the sale or purchase of the Mortgage Loans or entering
into this
Agreement or (B) paid in full any such commission or
compensation (except with respect to any servicer of a Mortgage
Loan, any
commission
or compensation that may be due and payable to such servicer if
such
servicer is terminated and does not continue to act as a
servicer);
and
(xi) it is solvent and the sale of 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.
(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 or agreement to which the Purchaser is a
party or
by which it is bound, or (B) result in the creation or
imposition
of any
lien, charge or encumbrance upon any of the Purchaser's
property
pursuant
to the terms of any such indenture, mortgage, contract or other
instrument
or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the
Purchaser enforceable against it in accordance with its terms
(except as
enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which
the
Purchaser is a party or of which any property of the Purchaser is
the
subject
which, if determined adversely to the Purchaser, might
interfere
with or
adversely affect the consummation of the transactions
contemplated
herein and
in the Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or
contemplated
by any
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of
any court
or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent
or
other
person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation
in
connection
with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of
or with
any court or governmental agency or body, if any, required for
the
execution,
delivery and performance of this Agreement by the Purchaser
have been
obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States
Banking Secrecy Act, the United States Money Laundering Control
Act
of 1986 or
the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) 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 if specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the 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, any Master
Servicer, the
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
any Mortgage
Loan, the value of the related Mortgaged Property or the interests
of the
Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, 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 Regulation 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 except with respect to a Defect resulting
solely from
the failure by the Seller to deliver to the Trustee or Custodian
the actual
policy of lender's title insurance required pursuant to clause (ix)
of the
definition of Mortgage File by a date not later than 18 months
following the
Closing Date, if such Breach or Defect is capable of being cured
but is not
cured within the Initial Resolution Period, and 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 Rating Agencies, the Master Servicer, the Special Servicer, the
Trustee and
the Directing Certificateholder setting forth the reason such
Breach or Defect
is not capable of being cured within the Initial Resolution Period
and what
actions 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 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. Notwithstanding the foregoing, the
sole remedy
with respect to any breach of the representation set forth in the
second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the
Seller of
such costs and expenses without respect to the materiality of such
breach.
Any of the following will cause a document in the Mortgage File
to
be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro-forma or specimen
title insurance
policy or a commitment to issue the same pursuant to written escrow
instructions
signed by the title insurance company) called for by clause (ix) of
the
definition of "Mortgage File" in the Pooling and Servicing
Agreement; (d) the
absence from the Mortgage File of any required letter of credit;
(e) with
respect to any leasehold mortgage loan, the absence from the
related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; or
(f) the absence from the Mortgage File of any intervening
assignments required
to create a complete chain of assignments to the Trustee on behalf
of the Trust,
unless there is included in the Mortgage File a certified copy of
the
intervening assignment and a certificate stating that the original
intervening
assignments were sent for recordation; provided, however, that no
Defect (except
the Defects previously described in clauses (a) through (f)) shall
be considered
to materially and adversely affect the value of any Mortgage Loan,
the value of
the related Mortgaged Property, the interests of the Trustee
therein or the
interests of any Certificateholder therein unless the document with
respect to
which the Defect exists is required in connection with an imminent
enforcement
of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending
any claim asserted by any borrower or third party with respect to
the Mortgage
Loan, establishing the validity or priority of any lien on any
collateral
securing the Mortgage Loan or for any immediate significant
servicing
obligation. Notwithstanding the foregoing, the delivery of executed
escrow
instructions or a commitment to issue a lender's title insurance
policy, as
provided in clause (ix) of the definition of "Mortgage File" in the
Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy
of lender's
title insurance, shall not be considered a Defect or Breach with
respect to any
Mortgage File if such actual policy is delivered to the Trustee or
its Custodian
within 18 months after the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and 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 the Mortgage Loan affected by the
applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if
any, satisfy all
other criteria for repurchase or substitution, as applicable, of
Mortgage Loans
set forth herein. In the event that the remaining Crossed Loans
satisfy the
aforementioned criteria, 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 by the Master Servicer to
determine if the
Crossed Loan Repurchase Criteria have been satisfied, so long as
the scope and
cost of such Appraisal have 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 Trustee shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially impair
the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Trustee shall forbear from exercising such remedies until the
Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be
modified in
a manner that removes the threat of material impairment as a result
of the
exercise of remedies or some other accommodation can be reached.
Any reserve or
other cash collateral or letters of credit securing the Crossed
Loans shall be
allocated between such Crossed Loans in accordance with the
Mortgage Loan
documents, or otherwise on a pro rata basis based upon their
outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed
Loan that
remains in the Trust Fund is modified to terminate the related
cross
collateralization and/or cross default provisions, as a condition
to such
modification, 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, 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) herein shall
constitute the
sole remedy available to the Purchaser in connection with a Breach
or Defect
(subject to the last sentence of the second paragraph of Section
6(e)). It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes only; provided, however, that no
limitation of
remedy is implied with respect to 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
the
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 the 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) the 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 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 articles of association 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 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 and Placement 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 (without duplication thereof), but not limited
to: (i) the
costs and expenses of the Purchaser in connection with the purchase
of the
Mortgage Loans and other mortgage loans; (ii) the costs and
expenses of
reproducing and delivering the Pooling and Servicing Agreement and
printing (or
otherwise reproducing) and delivering the Certificates; (iii) the
reasonable and
documented fees, costs and expenses of the Trustee and its counsel
incurred in
connection with the Trustee entering into the Pooling and Servicing
Agreement;
(iv) the fees and disbursements of a firm of certified public
accountants
selected by the Purchaser and the Seller with respect to numerical
information
in respect of the Mortgage Loans, other mortgage loans and the
Certificates
included in the Prospectus, the Memoranda (as defined in the
Indemnification
Agreement) and the Term Sheet (as defined in the Indemnification
Agreement), or
items similar to the Term Sheet, including the cost of obtaining
any "comfort
letters" with respect to such items; (v) the costs and expenses in
connection
with the qualification or exemption of the Certificates under state
securities
or blue sky laws, including filing fees and reasonable fees and
disbursements of
counsel in connection therewith; (vi) the costs and expenses in
connection with
any determination of the eligibility of the Certificates for
investment by
institutional investors in any jurisdiction and the preparation of
any legal
investment survey, including reasonable fees and disbursements of
counsel in
connection therewith; (vii) the costs and expenses in connection
with printing
(or otherwise reproducing) and delivering the Registration
Statement, Prospectus
and Memoranda, and the reproduction and delivery of this Agreement
and the
furnishing to the Underwriters of such copies of the Registration
Statement,
Prospectus, Memoranda and this Agreement as the Underwriters may
reasonably
request; (viii) the fees of the rating agency or agencies requested
to rate the
Certificates and (ix) the reasonable fees and expenses of Thacher
Proffitt &
Wood LLP, counsel to the Underwriters, and Cadwalader, Wickersham
& Taft LLP,
counsel to the Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. 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:
Dennis Schuh, fax number (212) 834-6593 with a copy to Bianca
Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, JPMorgan Chase
Bank, N.A., 270
Park Avenue, 10th Floor, New York, New York 10017, Attention:
Dennis Schuh, fax
number (212) 834-6593, with a copy to Bianca Russo, fax number:
(212) 834-6593
and (iii) in the case of any of the preceding parties, such other
address or fax
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 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. Except as set forth in
Section 6
herein, no notice to or demand on any party in any case shall
entitle such party
to any other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and 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., as Purchaser
By: /s/ Emanuel
Chrysoulakis
------------------------------------
Name: Emanuel
Chrysoulakis
Title: Vice President
JPMORGAN CHASE BANK, N.A., as Seller
By: /s/ Emanuel
Chrysoulakis
------------------------------------
Name: Emanuel
Chrysoulakis
Title: Vice President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP12
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Originator/
Loan
Loan #
Seller
Mortgagor Name
--------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
2
JPMCB
Sunrise Mills (MLP) Limited Partnership, Sawgrass Mills Phase
II
Limited Partnership, Sawgrass Mills Phase III Limited
Partnership
4
JPMCB
HRHC Delaware, LLC
5
JPMCB
Ten Penn Center Associates L.P.
6
JPMCB
NHP Ohio, LLC and MLD Kentucky, LLC
6.01
JPMCB
6.02
JPMCB
6.03
JPMCB
6.04
JPMCB
6.05
JPMCB
6.06
JPMCB
6.07
JPMCB
6.08
JPMCB
7
JPMCB
Parmenter Overlook III
LP, LLLP
9
JPMCB
Mall at Summit, LLC
14
JPMCB
Liberty Plaza Limited Partnership
16
JPMCB
Mall at Valle Vista, LLC
20
JPMCB O.T.R.
Associates, A Limited Partnership
28
JPMCB
Brickman DFC LLC, Brickman Durham II LLC
31
JPMCB
The Shalom Group, LP
32
JPMCB
TCA Cassford L.P.
34
JPMCB
U.S. Reif Joliet Sc Fee, LLC
35
JPMCB
Eleven 40 Associates, LLC
36
JPMCB
Market Square Plaza I, LLC
39
JPMCB
Penn Gardens Capital Partners Limited Liability Company
42
JPMCB
Infinite Funding Company, LLC
43
JPMCB
Balcones-Wilshire LLC
46
JPMCB
Cleveland South Hospitality LLC
48
JPMCB
Eleven 46 Associates, LLC
50
JPMCB
Tallahassee Biscayne, LLC
51
JPMCB
Kennerly 6138, LLP
52
JPMCB
Woodwind Village Partners, Ltd.
58
JPMCB
Barclay Holdings XIX, L.L.C.
64
JPMCB
Planete Verts, Inc.
66
JPMCB
Royal Living, Inc.
68
JPMCB
Dorney Hospitality, Inc.
69
JPMCB
Northern Tier Hospitality, L.L.C.
70
JPMCB
Charlotte NC I Limited Partnership
74
JPMCB
C.C. Villa Partners, Ltd.
76
JPMCB
Life King Person, LLC
77
JPMCB
Red Chief, LLC
81
JPMCB
Oak Forest Apartment Investors, LLC
82
JPMCB
Windsong Associates, Ltd.
83
JPMCB
MFEIVB, LLC
85
JPMCB
CIM/6611-6637 Hollywood, LLC
86
JPMCB
F and S Hotels, L.L.C., RTI Hospitality Group, L.L.C.
87
JPMCB
Blake Realty, LLC
95
JPMCB
Dallas Fitness Investors #2, L.P.
104
JPMCB
G.SIR, LLC
105
JPMCB
UTF Grand Rapids LLC
106
JPMCB
HI-LAD, Inc.
107
JPMCB
G. K. Partners I, Ltd.
109
JPMCB
National Cup Company
112
JPMCB
Oakwood
Apartment Investors, LLC
113
JPMCB
Appfer Partners, Ltd.
119
JPMCB
Arlington Harris Road Minis, Ltd.
120
JPMCB
Townhomes Associates, LLC
124
JPMCB
North Waterfront-Ohio, LLC
126
JPMCB
Grinnell Investments, LLC, RMLP II Grinnell, LLC
128
JPMCB
Burlington Place, LLC
131
JPMCB
Homer Short and Mary Short
137
JPMCB
2040 Babcock, Ltd.
<CAPTION>
Zip
Loan #
Property Address
City
State Code
County
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
2
12801 West Sunrise Boulevard
Sunrise
FL
33323
Broward
4
230 North Michigan Avenue
Chicago
IL
60601
Cook
5
1801-1821 Market Street
Philadelphia
PA
19103
Philadelphia
6
Various
Various
Various Various
Various
6.01
8160
Hamilton-Mason Road
West Chester
OH
45069
Butler
6.02
4400 Glen
Este-Withamsville Road
Cincinnati
OH
45245
Clermont
6.03
10111
Simonson Road
Harrison
OH
45030
Hamilton
6.04
8001
Dayton-Springfield Road
Fairborn
OH
45324
Clark
6.05
940
Highland Avenue
Fort Thomas
KY
41075
Campbell
6.06
630 Viox
Drive
Erlanger
KY
41018
Kenton
6.07
960
Highland Avenue
Fort Thomas
KY
41075
Campbell
6.08
325 East
Central Avenue
Springboro
OH
45066
Warren
7
2859 Paces Ferry Road Southeast
Atlanta
GA
30339
Cobb
9
3265 West Market Street
Fairlawn
OH
44333
Summit
14
4501
Woodhaven Road
Philadelphia
PA
19154
Philadelphia
16
2020
South Expressway 83
Harlingen
TX
78552
Cameron
20
1665
Oak Tree Road
Edison
NJ
08820
Middlesex
28
615
Douglas Street and 5704 Fayetteville Road Durham
NC
Various
Durham
31
444
Executive Center Boulevard
El Paso
TX
79902 El
Paso
32
1001, 1031, 1041, 1051, 1061 Old Cassatt Road Berwyn
PA
19312
Chester
34
2700-2892 Plainfield Road
Joliet
IL
60435
Will
35
1140
19th Street Northwest
Washington
DC
20036
District of Columbia
36
7700-7782 Crittenden Street
Philadelphia
PA
19118
Philadelphia
39
3800
Woodridge Boulevard
Fairfield
OH
45014
Butler
42
1450
Infinite Drive
Louisville
CO
80027
Boulder
43
11150 Research Boulevard
Austin
TX
78759
Travis
46
6200
Quarry Lane
Independence
OH
44131
Cuyahoga
48
1146
19th Street North West
Washington
DC
20036
District of Columbia
50
Southwest 137th Avenue
Homestead
FL
33033
Miami-Dade
51
6138
Kennerly Road
Jacksonville
FL
32216
Duval
52
26001 Budde Road
Spring
TX
77380
Montgomery
58
20917, 20987, 21083, 21101, 21141
Maricopa
AZ
85239
Pinal
North John Wayne Parkway
64
13600 North Freeway
Fort Worth
TX
76177
Tarrant
66
4259
North Interstate 35
Waco
TX
76705
McLennan
68
4325
Hamilton Boulevard
Allentown
PA
18103
Lehigh
69
255
Spring Street
Sayre
PA
18840
Bradford
70
1600
Village Brook Drive
Charlotte
NC
28210
Mecklenburg
74
6433
South Staples
Corpus Christi
TX
78413
Nueces
76
4257
Interstate 35 North
Lacy Lakeview
TX
76705
McLennan
77
5518
West Market Street
Greensboro
NC
27409
Guilford
81
300
Twin Oaks Drive
Monroe
MI
48162
Monroe
82
2929
Hirschfield Road
Spring
TX
77373
Harris
83
10488 South 136th Street
Omaha
NE
68138
Sarpy
85
6611-6637 Hollywood Boulevard
Los Angeles
CA
90028 Los
Angeles
86
3855
Interstate Highway 35 North
San Antonio
TX
78219
Bexar
87
446A
Blake Street
New Haven
CT
06515 New
Haven
95
2600
Highway 121
Euless
TX
76039
Tarrant
104
105
West Interstate 20
Marshall
TX
75672
Harrison
105
4701
East Paris Avenue Southeast
Kentwood
MI
49512
Kent
106
102
Racer Drive
Cross Lanes
WV
25313
Kanawha
107
5450
Timber Creek Place Drive
Houston
TX
77084
Harris
109
237
McKee Road
Dover
DE
19904
Kent
112
1599
Twin Oaks Drive
Toledo
OH
43615
Lucas
113
4500
Cypresswood Drive
Spring
TX
77379
Harris
119
715
West Harris Road
Arlington
TX
76001
Tarrant
120
6119
North Kenmore Avenue
Chicago
IL
60660
Cook
124
5025
Monroe Street
Toledo
OH
43623
Lucas
126
74
North Amherst Street
Colorado Springs
CO
80911 El Paso
128
1004
Farnam Street
Omaha
NE
68102
Douglas
131
334
North Mayo Trail
Paintsville
KY
41240
Johnson
137
2040
Babcock Road
San Antonio
TX
78229
Bexar
<CAPTION>
Net
Mortgage
Property
Interest
Interest
Original Cutoff
Loan #
Name
Size
Measure
Rate (%) Rate
Balance
Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
2
Sawgrass Mills Mall
1991491 Square Feet
5.82000
5.79923
150,000,000
150,000,000
4
Hard Rock Hotel - Chicago
381
Rooms
6.28400 6.26323
69,500,000
69,500,000
5
Ten Penn Center
670857 Square
Feet 6.43650
6.40573
69,000,000
69,000,000
6
Carespring Portfolio
1136
Beds
5.80350 5.78273
68,310,000
68,310,000
6.01
Heritagespring Healthcare Center
144
Beds
5.80350
13,506,667
13,506,667
6.02
Eastgate
Healthcare Center
189
Beds
5.80350
10,313,333
10,313,333
6.03
ShawneeSpring Healthcare Center
140
Beds
5.80350
8,186,667
8,186,667
6.04
Dayspring
Healthcare Center
144
Beds
5.80350
8,053,333
8,053,333
6.05
The
Barrington Place
108
Beds
5.80350
7,783,333
7,783,333
6.06
VillaSpring Healthcare Center
140
Beds
5.80350
7,473,333
7,473,333
6.07
The
Highlands Healthcare Center
140
Beds
5.80350
7,103,333 7,103,333
6.08
Hillspring
Rehabilitation Center
131
Beds
5.80350
5,890,000
5,890,000
7
Overlook III
438709 Square
Feet 5.80000
5.77724
66,700,000
66,700,000
9
Summit Mall
529065 Square
Feet 5.42450
5.40373
65,000,000
65,000,000
14
Liberty Plaza
371505 Square
Feet 5.68000
5.65923
43,000,000
43,000,000
16
Valle Vista Mall
500421 Square
Feet 5.35000
5.32923
40,000,000
40,000,000
20
1665
Oak Tree Road
189610 Square
Feet 6.44800
6.42723
33,100,000
33,100,000
28
Hock
Plaza II
98324 Square
Feet 5.92500
5.90423
24,250,000
24,250,000
31
Epicenter Office Community
354792 Square
Feet 6.33750
6.31673
22,000,000
22,000,000
32
Cassford Corporate Park
131500 Square
Feet 6.50400
6.48323
21,560,000
21,560,000
34
Louis Joliet Pointe
237734 Square
Feet 6.37600
6.35523
20,810,000
20,810,000
35
1140
19th Street Northwest
65844 Square
Feet 5.74850
5.72773
19,800,000
19,800,000
36
Market Square
113296 Square
Feet 5.83050
5.80973
19,000,000
19,000,000
39
Cobblestone Apartments
292
Units
5.91500 5.89423
17,400,000
17,400,000
42
1450
Infinite Drive
154420 Square
Feet 5.77900
5.70823
16,380,000
16,380,000
43
Balcones Woods Shopping Center
111539 Square
Feet 6.31950
6.29873
14,800,000
14,800,000
46
DoubleTree - Cleveland
193
Rooms
5.84300 5.82223
14,200,000
14,187,739
48
1146
19th Street Northwest
45422 Square
Feet 5.64850
5.62773
13,350,000
13,350,000
50
Home
Depot - Homestead
465656 Square
Feet 5.73000
5.68923
13,200,000
13,200,000
51
Kennerly Medical Office
44374 Square
Feet 6.12690
6.06613
12,700,000
12,700,000
52
Woodwind Village
200
Units
5.56000 5.53923
12,600,000
12,600,000
58
Maricopa Marketplace
38877 Square
Feet 6.01800
5.94723
11,600,000
11,600,000
64
Hampton Inn
Alliance
102
Rooms
6.39200 6.37123
10,100,000
10,100,000
66
Hampton Inn - Waco
119
Rooms
6.34200 6.32123
9,675,000
9,675,000
68
Wingate - Allentown, PA
105
Rooms
6.50150 6.48073
9,000,000
8,993,492
69
Best
Western Grand Victorian
100
Rooms
5.80300 5.78223
9,000,000
8,992,148
70
The
Villages
224
Units
5.56000 5.53923
8,800,000
8,800,000
74
The
Veranda Apartments
196
Units
5.56000 5.53923
8,080,000
8,080,000
76
Fairfield Inn & Suites North Waco
109
Rooms
6.34200 6.32123
7,650,000
7,650,000
77
Morehead Apartments
204
Units
5.81400 5.79323
7,600,000
7,600,000
81
Oak
Forest
172
Units
5.84000 5.81923
7,280,000
7,280,000
82
Windsong Village
168
Units
5.56000 5.53923
7,256,000
7,256,000
83
Schering Plough
163120 Square
Feet 5.92800
5.90723 7,100,000
7,100,000
85
Eisen Hollywood
27904 Square
Feet
6.29250
6.27173 6,900,000
6,900,000
86
Holiday Inn San Antonio
180
Rooms
6.45250 6.43173
6,720,000
6,720,000
87
Wintergreen Office Park
51182 Square
Feet 6.39550
6.37473 6,700,000
6,695,009
95
LA
Fitness - Euless Texas
45000 Square
Feet 6.69000
6.62923 6,000,000
5,995,888
104
Fairfield Inn & Suites Marshall
84
Rooms
6.34200 6.32123
5,175,000
5,175,000
105
Ranir Industrial Building
152540 Square
Feet 6.38950
6.36873 5,025,000
5,025,000
106
Comfort Inn - Cross Lanes WV
112
Rooms
6.64400 6.62323
5,025,000
5,025,000
107
St.
Gregory's Beach Apartments
186
Units
5.56000 5.53923
4,960,000
4,960,000
109
National Cup Building
91339 Square
Feet 6.50900
6.48823 4,550,000
4,541,555
112
Oakwood Villas
143
Units
5.84000 5.81923
4,320,000
4,320,000
113
Applewood Village
128
Units
5.56000 5.53923
4,290,000
4,290,000
119
All
Storage Self Storage Facility
528
Units
6.39600 6.37523
4,000,000
4,000,000
120
Kenmore Apartments
60
Units
5.64000 5.56923
3,900,000
3,888,695
124
Petco
22009 Square
Feet 6.45000
6.42923 3,525,000
3,522,414
126
Grinnell Self Storage
475
Units
6.50000 6.47923
3,325,000
3,325,000
128
One
Burlington Place
38405 Square
Feet 5.98000
5.95923 3,250,000
3,247,292
131
KMart - Paintsville
91266 Square
Feet 6.44500
6.37423 2,950,000
2,950,000
137
2040
Babcock Road
31599 Square
Feet 5.92000
5.84923 2,660,000
2,652,772
<CAPTION>
Maturity/
Monthly
ARD
Rem.
ARD Amort.
Rem.
Debt Servicing
Accrual ARD
Step
Title
Loan #
Term
Term
Date
Term Amort.
Service
Fee
Rate
Type
(Y/N) Up
(%)
Type
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C> <C>
<C>
<C> <C>
<C>
<C>
<C>
<C> <C>
<C>
2
84
83
07/01/14 0
0
737,604
0.02000 Actual/360
No
Fee
4
60
60
08/01/12 0
0
369,003
0.02000 Actual/360
No
Fee
5
60
51
11/09/11 0
0
375,239
0.03000 Actual/360
No
Fee
6
84
81
05/01/14 0
0
334,953
0.02000 Actual/360
No
Fee
6.01
84
81
05/01/14 0
0
Actual/360 No
Fee
6.02
84
81
05/01/14 0
0
Actual/360 No
Fee
6.03
84
81
05/01/14 0
0
Actual/360 No
Fee
6.04
84
81
05/01/14 0
0
Actual/360 No
Fee
6.05
84
81
05/01/14 0
0
Actual/360 No
Fee
6.06
84
81
05/01/14 0
0
Actual/360 No
Fee
6.07
84
81
05/01/14 0
0
Actual/360 No
Fee
6.08
84
81
05/01/14 0
0
Actual/360 No
Fee
7
84
81
05/01/14 0
0
326,861
0.02199 Actual/360
No
Fee
9
120 118
06/10/17 0
0
297,908
0.02000 Actual/360
No
Fee
14
120 118
06/01/17 0
0
206,360
0.02000 Actual/360
No
Fee
16
120 117
05/10/17 0
0
180,810
0.02000 Actual/360
No
Fee
20
120 120
08/01/17 0
0
180,328
0.02000 Actual/360
No
Fee
28
120 120
08/01/17 0
0
121,397
0.02000 Actual/360
No
Fee
31
120 120
08/01/17 360 360 136,712
0.02000 Actual/360
No
Fee
32
120 120
08/01/17 360 360 136,331
0.02000 Actual/360
No
Fee
34
120 119
07/01/17 0
0
112,106
0.02000 Actual/360
No
Fee
35
60
58
06/01/12 0
0
96,168 0.02000
Actual/360
No
Fee
36
120 118
06/01/17 0
0
93,598
0.02000 Actual/360
No
Fee
39
60
58
06/01/12 0
0
86,959 0.02000
Actual/360
No
Fee
42
84
82
06/01/14 0
0
79,979 0.07000
Actual/360
No
Fee
43
120 120
08/01/17 360 360 91,796
0.02000 Actual/360
No
Fee
46
120 119
07/01/17 360 359 83,708
0.02000 Actual/360
No
Fee
48
60
58
06/01/12 0
0
63,712 0.02000
Actual/360
No
Fee
50
120 118
06/01/17 0
0
63,905 0.04000
Actual/360
No
Fee
51
120 120
08/01/17 360 360 77,182
0.06000 Actual/360
No
Fee
52
120 119
07/01/17 360 360 72,016
0.02000 Actual/360
No
Fee
58
120 118
06/01/17 0
0
58,982 0.07000
Actual/360
No
Fee
64
120 120
08/01/17 360 360 63,123
0.02000 Actual/360
No
Fee
66
240 240
09/01/27 240 240 71,237
0.02000 Actual/360
No
Fee
68
60
59
07/01/12 360 359 56,895
0.02000 Actual/360
No
Fee
69
120 119
07/01/17 360 359 52,825
0.02000 Actual/360
No
Fee
70
120 119
07/01/17 360 360 50,297
0.02000 Actual/360
No
Fee
74
120 119
07/01/17 360 360 46,182
0.02000 Actual/360
No
Fee
76
240 240
09/01/27 240 240 56,327
0.02000 Actual/360
No
Fee
77
120 118
06/01/17 360 360 44,661
0.02000 Actual/360
No
Fee
81
120
119 07/01/17
360
360
42,901
0.02000 Actual/360
No
Fee
82
120 119
07/01/17 360 360 41,472
0.02000 Actual/360
No
Fee
83
120 119
07/01/17 360 360 42,240
0.02000 Actual/360
No
Fee
85
120 120
08/01/17 360 360 42,675
0.02000 Actual/360
No
Fee
86
120 119
07/01/17 360 360 42,265
0.02000 Actual/360
No
Fee
87
120 119
07/01/17 360 359 41,889
0.02000 Actual/360
No
Fee
95
120
119
07/01/17 360 359 38,677
0.06000 Actual/360
No
Fee
104
240 240
09/01/27 240 240 38,104
0.02000 Actual/360
No
Fee
105
120 120
09/01/17 360 360 31,397
0.02000 Actual/360
No
Fee
106
120 120
08/01/17 360 360 32,239
0.02000 Actual/360
No
Fee
107
120 119
07/01/17 360 360 28,349
0.02000 Actual/360
No
Fee
109
240 239
07/01/27 240 239 33,948
0.02000 Actual/360
No
Fee
112
120 119
07/01/17 360 360 25,458
0.02000 Actual/360
No
Fee
113
120 119
07/01/17 360 360 24,520
0.02000 Actual/360
No
Fee
119
120 120
08/01/17 360 360 25,010
0.02000 Actual/360
No
Fee
120
120 117
05/01/17 360 357 22,488
0.07000 Actual/360
No
Fee
124
132 131
07/01/18 360 359 22,165
0.02000 Actual/360
No
Leasehold
126
120 119
07/01/17 360 360 21,016
0.02000 Actual/360
No
Fee
128
120 119
07/01/17 360 359 19,444
0.02000 Actual/360
No
Fee
131
120 120
08/01/17 120 120 33,414
0.07000 Actual/360
No
Fee
137
120 117
05/01/17 360 357 15,811
0.07000 Actual/360
No
Fee
<CAPTION>
Crossed
Letter
Loan #
Loan
Guarantor
of Credit
-------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
2
Sunrise Mills (MLP) Limited Partnership, Sawgrass Mills
No
Phase II Limited Partnership, Sawgrass Mills Phase III
Limited Partnership, Sawgrass Mills Phase IV, LLC
and The Mills Limited Partnership
4
Becker Ventures, L.L.C.
No
5
Ten Penn Center Associates L.P.
6,000,000.0
6
MS NHP Fund, LLC
No
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
7
Parmenter Realty Fund III, Inc.
No
9
Mall at Summit, LLC
No
14
SPG ML Holdings, LLC and SPG-FCM Holdings I, LLC
No
16
Simon Property Group, L.P.
No
20
O.T.R. Associates, A Limited Partnership
No
28
Brickman Real Estate Fund II, L.P.
No
31
Tanny Berg, George Salom
No
32
Olin Belsinger
No
34
U.S. Real Estate Investment Fund, LLC
No
35
ELEVEN 40 ASSOCIATES, LLC
No
36
Sam Shalem, Irving Pergament
No
39
Lawrence S. Conner
No
42
Infinite Funding Company, LLC
No
43
Balcones-Wilshire LLC
No
46
Satish K. Duggal
1,382,000.0
48
Eleven 46 Associates, LLC
No
50
Jose Garcia, Elizabeth Garcia, Jorge Guerra, Rosa Guerra
No
51
Georges Bahri; Fady Bahri
No
52
Alan E. Ferris, Madeleine S. Ferris
No
58
Barclay Holdings XIX, L.L.C.
No
64
Phil Cascio
No
66
Hasmukhbhai L. Patel
No
68
Kailash R. Joshi, Trusha K. Joshi, Jayesh C. Modi
No
69
Satish K. Duggal
No
70
Alan E. Ferris, Madeleine S. Ferris
No
74
Alan E. Ferris, Madeleine S. Ferris
No
76
Bipinchandra L. Patel, Jagdish Patel
No
77
Roy Korins; Stephen Swiatkiewicz; Bernard McElhone
250,000.0
81
B
Todd Rosenzweig, Clifford Dovitz, Marc Rosenzweig,
No
Jack Rosenzweig
82
Alan E. Ferris, Madeleine S. Ferris
No
83
Jon M. Meyers, Bruce D. Meyers
No
85
CIM Group, LLC
No
86
Abdul Satter Abbasi, Robert Abbasi
No
87
Donald R. Perry, III
No
95
Carl J. Greenwood
No
104
Hasmukhbhai L. Patel
No
105
The Gottlieb Marital Trust
No
106
Gregory B. Hicks
No
107
Alan E. Ferris, Madeleine S. Ferris
No
109
Fred I. Robinson
No
112
B
Todd Rosenzweig, Clifford Dovitz, Marc Rosenzweig,
600,000.0
Jack Rosenzweig
113
Alan E. Ferris, Madeleine S. Ferris
No
119
Charles Michael Long
No
120
Jeffrey C. Rappin
No
124
William Meyer, Lucero
Meyer
No
126
Stephen R. Kaplan; Patrick J. Cannon; George H.
No
Kramer; Peter Alan Gordon
128
America First Real Estate Group, LLC
No
131
Homer Short, Mary Short
No
137
Richard Thum
200,000.0
<CAPTION>
UPFRONT ESCROW
----------------------------------------------------------------------------------------------------------------------
Upfront
Upfront
Upfront
Upfront
Upfront
Upfront
CapEx
Eng.
Envir.
TI/LC
RE Tax
Upfront Ins.
Other
Loan #
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
2
0.00
0.00
0.00 0.00
0.00
0.00
0.00
4
0.00
2,121,000.00
0.00 0.00
469,151.74 182,110.50
1,233,333.34
5
0.00
0.00
0.00 0.00
1,145,941.33
0.00
0.00
6
0.00
0.00
0.00 0.00
0.00
0.00
0.00
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
7
0.00
546,000.00
0.00
4,054,000.00
639,095.68
23,874.75
1,525,290.00
9
0.00
0.00
0.00 0.00
0.00
0.00
0.00
14
0.00
0.00
0.00 0.00
0.00
0.00
0.00
16
0.00
0.00
0.00 0.00
0.00
0.00
0.00
20
0.00
0.00
0.00 0.00
62,344.06
76,855.17
0.00
28
0.00
0.00
0.00 0.00
27,364.65
0.00
62,232.00
31
141,916.80
0.00
0.00
358,083.20
407,467.26
17,940.38
0.00
32
0.00
0.00
0.00 0.00
0.00
0.00
0.00
34
0.00
167,688.00
0.00 0.00
112,308.11
9,024.50
0.00
35
0.00
13,500.00
0.00 0.00
130,352.68
11,526.67
0.00
36
0.00
7,737.50
0.00 0.00
80,400.00
8,556.00
98,336.00
39
0.00
20,000.00
0.00 0.00
100,000.00
11,409.73
0.00
42
0.00
0.00
0.00 0.00
0.00
0.00
0.00
43
0.00
0.00
0.00
21,812.00
142,155.42
10,341.25
0.00
46
0.00
12,500.00
0.00 0.00
41,156.17
52,831.67
0.00
48
0.00
0.00
0.00 0.00
128,564.17
8,011.67
0.00
50
0.00
0.00
0.00 0.00
30,424.10
0.00
700,000.00
51
0.00
0.00
0.00 0.00
6,620.22
28,045.63
222,500.00
52
0.00
0.00
0.00 0.00
141,535.99
32,968.32
0.00
58
0.00
0.00
0.00
150,000.00
39,957.30
0.00
0.00
64
0.00
0.00
0.00 0.00
105,613.15
6,660.83
0.00
66
0.00
178,546.00
0.00 0.00
69,686.00
7,905.33
0.00
68
0.00
5,000.00
0.00 0.00
78,806.73
9,248.75
0.00
69
0.00
148,125.00
0.00 0.00
37,933.35
37,595.00
0.00
70
0.00
0.00
0.00 0.00
80,972.50
32,353.60
0.00
74
0.00
0.00
0.00 0.00
75,615.75
50,642.82
0.00
76
0.00
0.00
0.00 0.00
78,296.67
20,014.38
0.00
77
0.00
0.00
0.00 0.00
59,619.01
9,030.75
0.00
81
0.00
538,576.25
0.00 0.00
17,504.37
11,436.55
0.00
82
0.00
0.00
0.00 0.00
76,695.50
32,353.60
0.00
83
0.00
0.00
0.00 0.00
10,329.33
5,924.50
0.00
85
0.00
36,677.50
0.00 0.00
18,868.98
14,482.16
328,900.00
86
0.00
0.00
0.00 0.00
28,948.71
10,983.23
950,000.00
87
0.00
0.00
0.00 0.00
4,389.42
5,116.50
176,941.00
95
0.00
0.00
0.00 0.00
0.00
0.00
0.00
104
0.00
0.00
0.00
0.00
85,991.03
23,484.79
0.00
105
0.00
0.00
0.00 0.00
0.00
0.00
0.00
106
0.00
0.00
0.00 0.00
18,132.17
22,950.50
0.00
107
0.00
0.00
0.00 0.00
113,750.00
26,425.31
750,000.00
109
0.00
0.00
0.00 0.00
0.00
0.00
0.00
112
0.00
404,191.25
0.00 0.00
14,339.61
8,709.33
2,875.00
113
0.00
0.00
0.00 0.00
72,765.00
18,646.97
425,000.00
119
0.00
0.00
0.00 0.00
41,135.34
1,515.83
0.00
120
0.00
0.00
0.00 0.00
25,818.64
16,229.58
0.00
124
0.00
0.00
0.00 0.00
87,000.00
560.16
0.00
126
17,180.00
0.00
0.00 0.00
14,976.71
1,262.25
0.00
128
0.00
80,000.00
0.00 0.00
0.00
20,364.17
200,000.00
131
0.00
0.00
0.00 0.00
0.00
0.00
0.00
137
0.00
0.00
0.00 0.00
24,241.12
3,192.67
0.00
<CAPTION>
MONTHLY ESCROW
---------------------------------------------------------------------------------------------------------------
Monthly
Monthly
Monthly
Monthly
Monthly
Capex
Envir.
TI/LC
RE Tax
Monthly Ins.
Other
Loan #
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
2
0.00
0.00
0.00
0.00
0.00
0.00
4
102083.33
0.00
0.00
78191.96
20234.50
41666.67
5
5565.25
0.00
44521.66
114594.13
0.00
0.00
6
0.00
0.00
0.00
0.00
0.00
0.00
6.01
6.02
6.03
6.04
6.05
6.06
6.07
6.08
7
5483.83
0.00
0.00
71010.63
7958.25
0.00
9
0.00
0.00
0.00
0.00
0.00
0.00
14
0.00
0.00
0.00
0.00
0.00
0.00
16
0.00
0.00
0.00
0.00
0.00
0.00
20
2374.83
0.00
0.00
62344.06
6986.83
0.00
28
819.36
0.00
0.00
3040.52
0.00
0.00
31
0.00
0.00
0.00
50933.41
3986.75
0.00
32
0.00
0.00
0.00
0.00
0.00
0.00
34
0.00
0.00
0.00
22461.62
4512.25
0.00
35
0.00
0.00
0.00
26070.54
1152.67
0.00
36
944.31
0.00
1888.62
13400.00
4278.00
0.00
39
5475.00
0.00
0.00
20000.00
1901.62
0.00
42
0.00
0.00
0.00
0.00
0.00
0.00
43
915.10
0.00
0.00
20307.92
3447.08
0.00
46
25279.58
0.00
0.00
20578.09
5283.17
0.00
48
0.00
0.00
0.00
25712.83
801.17
0.00
50
0.00
0.00
0.00
0.00
0.00
0.00
51
0.00
0.00
925.93
945.75
2438.75
0.00
52
3333.00
0.00
0.00
17692.00
4709.76
0.00
58
0.00
0.00
0.00
13319.10
0.00
0.00
64
8753.33
0.00
0.00
11734.79
3330.41
0.00
66
11251.67
0.00
0.00
8710.75
2258.67
0.00
68
8026.18
0.00
0.00
9850.84
3082.92
0.00
69
11636.25
0.00
0.00
7586.67
3759.50
0.00
70
3733.00
0.00
0.00
11567.50
4621.94
0.00
74
3267.00
0.00
0.00
10802.25
7234.69
0.00
76
8871.83
0.00
0.00
9787.08
2668.58
0.00
77
3519.00
0.00
0.00
8517.00
3010.25
0.00
81
3793.60
0.00
0.00
17504.37
2859.14
0.00
82
2800.00
0.00
0.00
10956.50
4621.94
0.00
83
671.33
0.00
0.00
10329.33
987.42
0.00
85
613.99
0.00
2305.33
6289.66
6521.89
0.00
86
12993.00
0.00
0.00
9330.45
5491.61
0.00
87
864.00
0.00
0.00
2194.71
1705.50
0.00
95
0.00
0.00
0.00
0.00
0.00
0.00
104
6917.75
0.00
0.00
10748.88
2472.08
0.00
105
0.00
0.00
0.00
0.00
0.00
0.00
106
7330.45
0.00
0.00
2266.52
5737.63
0.00
107
3100.00
0.00
0.00
16250.00
3775.04
0.00
109
0.00
0.00
0.00
0.00
0.00
0.00
112
3172.46
0.00
0.00
14339.61
2177.33
0.00
113
2133.00
0.00
0.00
10395.00
2663.85
0.00
119
438.33
0.00
0.00
4570.59
757.92
0.00
120
1300.00
0.00
0.00
6454.66
1475.42
0.00
124
366.82
0.00
917.04
0.00
280.08
0.00
126
715.83
0.00
0.00
4992.24
420.75
0.00
128
480.06
0.00
1920.25
2564.93
2036.42
0.00
131
2495.95
0.00
0.00
0.00
0.00
0.00
137
395.00
0.00
0.00
4848.22
399.08
0.00
<CAPTION>
Remaining
Interest
Final
Amortization
Grace Lockbox
Property
Defeasance
Accrual Loan
Maturity
Term
for
Loan #
Period In-place
Type
Permitted
Period Group
Date
Balloon
Loans
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C> <C>
<C>
2
5
Yes
Retail
Yes
Actual/360 1
4
5
No
Hotel
Yes
Actual/360 1
5
0
Yes
Office
Yes
Actual/360 1
6
10
Yes
Senior Housing
Yes
Actual/360 1
6.01
10
Senior Housing
Actual/360 1
6.02
10
Senior Housing
Actual/360 1
6.03
10
Senior Housing
Actual/360 1
6.04
10
Senior Housing
Actual/360 1
6.05
10
Senior Housing
Actual/360 1
6.06
10
Senior Housing
Actual/360 1
6.07
10
Senior Housing
Actual/360 1
6.08
10
Senior Housing
Actual/360 1
7
5
Yes
Office
No
Actual/360 1
9
0
Yes
Retail
Yes
Actual/360 1
14
5
Yes
Retail
Yes
Actual/360 1
16
0
Yes
Retail
Yes
Actual/360 1
20
5
No
Retail
Yes
Actual/360 1
28
15
No
Office
Yes
Actual/360 1
31
10
No
Office
Yes
Actual/360 1
360
32
7
Yes
Office
Yes
Actual/360 1
360
34
7
No
Retail
Yes
Actual/360 1
35
7
No
Office
Yes
Actual/360 1
36
7
No
Retail
Yes
Actual/360 1
39
7
No
Multifamily
Yes
Actual/360 2
42
6
Yes
Industrial
Yes
Actual/360 1
43
7
No
Retail
Yes
Actual/360 1
360
46
7
No
Hotel
Yes
Actual/360 1
360
48
7
No
Office
Yes
Actual/360 1
50
7
Yes
Land
Yes
Actual/360 1
51
7
No
Office
Yes
Actual/360 1
360
52
7
No
Multifamily
Yes
Actual/360 2
360
58
5
No
Retail
No
Actual/360 1
64
7
No
Hotel
Yes
Actual/360 1
360
66
7
No
Hotel
Yes
Actual/360 1
240
68
7
No
Hotel
Yes
Actual/360 1
360
69
7
No
Hotel
Yes
Actual/360 1
360
70
7
No
Multifamily
Yes
Actual/360 2
360
74
7
No
Multifamily
Yes
Actual/360 2
360
76
7
No
Hotel
Yes
Actual/360 1
240
77
10
No
Multifamily
Yes
Actual/360 2
360
81
10
No
Multifamily
Yes
Actual/360 2
360
82
7
No
Multifamily
Yes
Actual/360 2
360
83
7
Yes
Industrial
No
Actual/360 1
360
85
7
No
Retail
Yes
Actual/360 1
360
86
7
No
Hotel
Yes
Actual/360 1
360
87
7
No
Office
Yes
Actual/360 1
360
95
7
Yes
Retail
No
Actual/360 1
360
104
7
No
Hotel
Yes
Actual/360 1
240
105
7
No
Industrial
Yes
Actual/360 1
360
106
7
No
Hotel
Yes
Actual/360 1
360
107
7
No
Multifamily
Yes
Actual/360 2
360
109
7
No
Industrial
Yes
Actual/360 1
240
112
10
No
Multifamily
Yes
Actual/360 2
360
113
7
No
Multifamily
Yes
Actual/360 2
360
119
7
No
Self Storage
Yes
Actual/360 1
360
120
7
No
Multifamily
Yes
Actual/360 2
360
124
7
Yes
Retail
Yes
Actual/360 1
360
126
7
No
Self Storage
No
Actual/360 1
360
128
7
No
Office
Yes
Actual/360 1
360
131
7
No
Retail
Yes
Actual/360 1
120
137
5
No
Office
No
Actual/360 1
360
</TABLE>
<PAGE>
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) No Mortgage Loan is 30 days or more delinquent in payment
of
principal and interest (without giving effect to any applicable
grace period in
the related Mortgage Note) and no Mortgage Loan has been 30 days or
more
(without giving effect to any applicable grace period in the
related Mortgage
Note) past due.
(2) Except with respect to the ARD Loans, which provide that
the
rate at which interest accrues thereon increases after the
Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late
charges or
prepayment premiums) are fixed rate mortgage loans with terms to
maturity, at
origination or as of the most recent modification, as set forth in
the Mortgage
Loan Schedule.
(3) The information pertaining to each Mortgage Loan set forth
on
the Mortgage Loan Schedule is true and correct in all material
respects as of
the Cut-off Date.
(4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the
sole owner
and holder of, each Mortgage Loan, free and clear of any pledge,
lien,
encumbrance or security 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 Seller) and such assignment validly and effectively transfers
and conveys
all legal and beneficial ownership of the Mortgage Loans to the
Purchaser free
and clear of any pledge, lien, encumbrance or security 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 Seller).
(5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership
or other
entity documents, as applicable, delivered in connection with the
origination of
such Mortgage Loan, the related Mortgagor is an entity organized
under the laws
of a state of the United States of America, the District of
Columbia or the
Commonwealth of Puerto Rico and (B) as of the origination date, the
Seller
(based on customary due diligence) had no knowledge, and since the
origination
date, the Seller has no actual knowledge, that the related
Mortgagor is a debtor
in any bankruptcy, receivership, conservatorship, reorganization,
insolvency,
moratorium or similar proceeding.
(6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien
on the
related Mortgaged Property, or leasehold interest therein,
comprising real
estate, free and clear of any liens, claims, encumbrances,
participation
interests, pledges, charges or security interests subject only to
Permitted
Encumbrances. Such Mortgage, together with any separate security
agreement, UCC
Financing Statement or similar agreement, if any, establishes and
creates a
first priority security interest in favor of the Seller in all
personal property
owned by the Mortgagor that is used in, and is reasonably necessary
to, the
operation of the related Mortgaged Property and, to the extent a
security
interest may be created therein and perfected by the filing of a
UCC Financing
Statement under the Uniform Commercial Code as in effect in the
relevant
jurisdiction, the proceeds arising from the Mortgaged Property and
other
collateral securing such Mortgage Loan, subject only to Permitted
Encumbrances.
There exists with respect to such Mortgaged Property an assignment
of leases and
rents provision, either as part of the related Mortgage or as a
separate
document or instrument, which establishes and creates a first
priority security
interest in and to leases and rents arising in respect of the
related Mortgaged
Property, subject only to Permitted Encumbrances. Except for the
holder of the
Companion Loan with respect to the AB Mortgage Loans, to the
Seller's knowledge,
no person other than the related Mortgagor and the mortgagee own
any interest in
any payments due under the related leases. The related Mortgage or
such
assignment of leases and rents provision provides for the
appointment of a
receiver for rents or allows the holder of the related Mortgage to
enter into
possession of the related Mortgaged Property to collect rent or
provides for
rents to be paid directly to the holder of the related Mortgage in
the event of
a default beyond applicable notice and grace periods, if any, under
the related
Mortgage Loan documents. As of the origination date, there were,
and, to the
Seller's actual knowledge as of the Closing Date, there are, no
mechanics' or
other similar liens or claims which have been filed for work, labor
or materials
affecting the related Mortgaged Property which are or may be prior
or equal to
the lien of the Mortgage, except those that are bonded or escrowed
for or which
are insured against pursuant to the applicable Title Insurance
Policy (as
defined below) and except for Permitted Encumbrances. No (a)
Mortgaged Property
secures any mortgage loan not represented on the Mort
