Exhibit 10.3
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
NOMURA CREDIT & CAPITAL, INC.,
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 Nomura Credit &
Capital, Inc., 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 $45,471.63, 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 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 (i) shall pay to the
Seller or at
the Seller's direction in immediately available funds the sum of
$386,807,603.73
(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-PP2 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 (only with
respect to
disclosure related to Items 1117 or 1119 of Regulation AB) 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 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 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 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 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 certificate of incorporation 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 good standing of
the
Seller
issued by the Secretary of the State of Delaware 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 corporation, duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
(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 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, Nomura Credit &
Capital, Inc., 2
World Financial Center, Building B, New York, New York 10281-1198,
Attention: N.
Dante LaRocca, fax number: (646) 587-9804 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
NOMURA CREDIT & CAPITAL, INC., as
Seller
By: /s/ N. Dante
LaRocca
------------------------------------
Name: N. Dante
LaRocca
Title: Managing Director
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP12
Mortgage Loan Schedule (NCCI)
<TABLE>
<CAPTION>
Originator/
Mortgagor
Loan #
Loan Seller
Name
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
1
NCCI
PES Partners, LLC
15
NCCI
Gunter Hotel Ventures, L.P.
19
NCCI
Diwali I, LLC
23
NCCI
MB Cleveland Erieview, L.L.C.
27
NCCI
Landmark Real Estate Limited Partnership, Landmark IU Holdings
LLC
33
NCCI
WMCi Charlotte X, LLC
41
NCCI
Inland American Waterford Limited Partnership
54
NCCI
Aspen Loveridge, LLC
73
NCCI
Carver Pond I Limited Partnership
91
NCCI
Inland Western College Station Gateway II Limited Partnership
98
NCCI
Oxford Hospitality Enterprises, Inc.
108
NCCI
Lakeshore II, L.C.
123
NCCI
The Dakota, L.L.C.
125
NCCI
312SState, LLC
127
NCCI
St. Marie Mobile Home Park, LLC
129
NCCI
San Luis Mobile Estates Partners Limited Partnership
130
NCCI
Group Force Northlake, LLC
140
NCCI
LWR Associates, LLC
154
NCCI
Milford LLC
<CAPTION>
Property
Zip
Loan #
Address
City
State Code
County
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
1
Sepulveda Boulevard and Rosecrans Avenue
El Segundo
CA
90245
Los Angeles
15
205 East Houston Street
San Antonio
TX
78205
Bexar
19
2485 Hotel Circle Place
San Diego
CA
92108
San Diego
23
45 Erieview Plaza
Cleveland
OH
44114
Cuyahoga
27
121 East 6th Street and 560 South Main Street Los Angeles
CA
90013
Los Angeles
33
18510 The Commons Boulevard
Cornelius
NC
28031
Mecklenburg
41
2200 Business Center Drive
Pearland
TX
77584
Brazoria
54
500 Loveridge Circle
Pittsburg
CA
94565
Contra Costa
73
4001 Meriwether Drive
Durham
NC
27704
Durham
91
1505 University Drive East
College Station
TX
77840
Brazos
98
1600 Highway 21 South
Oxford
AL
36203
Calhoun
108
19 Lakeshore Drive
Hampton
VA
23666
Hampton City
123
1785 West Stadium Boulevard
Ann Arbor
MI
48103
Washtenaw
125
300, 302, 312 & 314 South State Street
Ann Arbor
MI
48104
Washtenaw
127
1380 West Main Street
Santa Maria
CA
93458
Santa Barbara
129
115 East County 22nd Street
San Luis
AZ
85349
Yuma
130
3855 Northlake Boulevard
Palm Beach Gardens
FL
33403
Palm Beach
140
6111 Exchange Way
Bradenton
FL
34202
Manatee
154
1419 26th Avenue West
Bradenton
FL
34205
Manatee
<CAPTION>
Property
Interest Net
Mortgage
Original
Loan #
Name
Size
Measure
Rate (%) Interest
Rate
Balance
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
1
Plaza El Segundo
382065 Square
Feet
6.23000
6.20923
162,000,000
15
Sheraton Gunter
322
Rooms
7.10000
7.07923
40,000,000
19
Comfort Inn - San Diego Zoo
200
Rooms
6.54000
6.51923
33,500,000
23
AT&T - Cleveland, OH
458646 Square
Feet
5.81300
5.79223
29,242,000
27
Santa Fe Lofts
132
Units
6.53000
6.50923
25,000,000
33
Harborside Commons
264
Units
5.86000
5.83923
21,200,000
41
Waterford Place Apartments
311
Units
5.51000
5.48923
16,500,000
54
Loveridge Terrace Apartments
148
Units
6.35000
6.32923
12,500,000
73
Carver Pond Apartments
256
Units
6.58000
6.51923
8,100,000
91
Gateway Plaza (College Station)
59550
Square Feet
5.62300
5.60223
6,268,031
98
Baymont Inn
129
Rooms
6.65000
6.55923
5,500,000
108
Lakeshore II Apartments
88
Units
6.20000
6.17923
4,850,000
123
Dakota Building
20064
Square Feet
6.53000
6.50923
3,733,000
125
312 South State Street
13912
Square Feet
6.36000
6.29923
3,386,000
127
Villa St. Marie MHP
80
Pads
6.32000
6.29923
3,315,000
129
Hacienda
252
Pads
6.57000
6.54923
3,100,000
130
Regions Northlake
67082.4 Square
Feet
5.78000
5.75923
3,000,000
140
Exchange Way Building
9078
Square Feet
5.92000
5.89923
2,450,000
154
Lloyd MHP
71
Pads
6.43000
6.40923
1,400,000
<CAPTION>
Monthly
Cutoff
Rem.
Maturity/
Amort.
Rem. Debt
Servicing
Loan #
Balance
Term
Term
ARD Date
Term
Amort. Service
Fee
Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
162,000,000 120
120
08/05/17
0
0
852,731
0.02000
15
40,000,000
60
59
07/11/12
0
0
239,954
0.02000
19
33,500,000 120
120
08/11/17
360
360
212,625
0.02000
23
29,242,000
60
60
08/11/12
0
0
141,653
0.02000
27
25,000,000
60
60
08/11/12
0
0
137,931
0.02000
33
21,200,000 120
119
07/01/17
0
0
104,965
0.02000
41
16,500,000 120
119
07/11/17
0
0
75,763
0.02000
54
12,500,000
60
59
07/11/12
0
0
67,065
0.02000
73
8,100,000
84
84
09/01/14
360
360
51,624
0.06000
91
6,268,031
60
60
08/11/12
0
0
29,371
0.02000
98
5,500,000 120
120
08/11/17
300
300
37,654
0.09000
108
4,850,000 120
120
08/11/17
360
360
29,705
0.02000
123
3,733,000
60
59
07/11/12
360
360
23,669
0.02000
125
3,386,000 120
119
07/11/17
360
360
21,091
0.06000
127
3,312,479
60
59
07/11/12
360
359
20,562
0.02000
129
3,097,801
60
59
07/11/12
360
359
19,737
0.02000
130
3,000,000 120
120
08/11/17
0
0
14,651
0.02000
140
2,450,000 120
119
07/11/17
360
360
14,563
0.02000
154
1,397,371 120
119
07/11/17
240
239
10,380
0.02000
<CAPTION>
ARD
Accrual
ARD
Step Up
Title
Crossed
Loan #
Type
(Y/N)
(%)
Type
Loan
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
1
Actual/360
No
Fee
15
Actual/360
No
Fee
19
Actual/360
No
Fee/Leasehold
23
30/360
Yes
Greater of (i) IR + 2%
Fee
27
Actual/360
No
Fee
33
Actual/360
No
Fee
41
30/360
No
Fee
54
Actual/360
No
Fee
73
Actual/360
No
Fee
91
30/360
No
Fee
98
Actual/360
No
Fee
108
Actual/360
No
Fee
123
Actual/360
No
Fee
125
Actual/360
No
Fee/Leasehold
127
Actual/360
No
Fee
129
Actual/360
No
Fee
130
Actual/360
No
Fee
140
Actual/360
No
Fee
154
Actual/360
No
Fee
<CAPTION>
Letter
Loan #
Guarantor
of Credit
--------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
1
Robert W. Comstock, Daniel D. Crosser, Allan W. Mackenzie,
Continental Development Corporation
No
15
Michael S. Gallegos
No
19
Diwali I, LLC
No
23
Minto Builders (Florida), Inc.
No
27
Bradford Korzen
No
33
Marcus M. Weinstein
No
41
Inland American Real Estate Trust, Inc.
No
54
Aspen Loveridge, LLC
No
73
Scott A. Baldridge, Kevin Baldridge, Alex Del Toro
No
91
Inland Western Retail Real Estate Trust, Inc.
No
98
Savitaben N. Patel, Bhupatbhai C. Patel, Bipinkchandra B. Patel
No
108
Marcus M. Weinstein
No
123
Michael J. Concannon
No
125
Jeffrey L. Hauptman
No
127
Peter G. DeBaun
No
129
Kim W. Eggleston
No
130
Mario Grosfeld
No
140
John A. Moran, Richard Vitale, Terri Lynn Vitale, Sherri Ann Vitale
No
154
Frank Bruno
No
<CAPTION>
UPFRONT ESCROW
-----------------------------------------------------------------------------------------------------------------
Upfront
Upfront
Upfront
Upfront
Upfront
Upfront
Upfront
CapEx
Eng.
Envir.
TI/LC
RE Tax
Ins.
Other
Loan #
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
16,380.947.18
0.00 0.00
4,617,802.00
1,386,611.92
10,876.83
1,005,939.38
15
0.00
103,750.00 0.00
0.00
280,500.00
70,450.33
0.00
19
0.00
0.00 0.00
0.00
60,000.00
0.00
60,000.00
23
0.00
0.00 0.00
0.00
0.00
0.00
0.00
27
0.00
6,250.00 0.00
451,992.00
14,666.67
21,000.00
470,286.25
33
0.00
0.00 0.00
0.00
103,766.81
5,818.50
0.00
41
0.00
0.00
0.00
0.00
0.00
0.00
0.00
54
0.00
0.00 0.00
0.00
35,600.00
27,416.67
0.00
73
0.00
134,400.00 0.00
0.00
131,375.70
10,124.74
0.00
91
0.00
0.00 0.00
0.00
0.00
0.00
0.00
98
0.00
63,750.00
0.00
0.00
27,036.53
11,765.42
0.00
108
0.00
0.00 0.00
0.00
13,975.26
2,724.99
0.00
123
0.00
0.00 0.00
0.00
9,277.46
2,400.30
0.00
125
0.00
0.00 0.00
0.00
4,958.49
5,091.00
0.00
127
0.00
0.00 0.00
0.00
10,222.50
4,317.00
1,781.25
129
0.00
12,500.00 0.00
0.00
4,606.75
7,023.75
0.00
130
0.00
0.00 0.00
0.00
0.00
0.00
0.00
140
0.00
0.00 0.00
0.00
10,367.60
10,389.50
0.00
154
0.00
14,000.00 0.00
0.00
13,261.22
1,736.60
2,718.25
<CAPTION>
MONTHLY ESCROW
--------------------------------------------------------------------------------------------------------------------
Monthly Monthly
Monthly
Monthly
Monthly
Monthly
Capex Envir.
TI/LC
RE Tax
Ins.
Other
Loan #
Reserve Reserve
Reserve
Reserve
Reserve
Reserve
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
1
0.00
0.00
0.00
198087.42
5438.42
0.00
15
0.00
0.00
0.00
46750.00
17612.58
0.00
19
22427.00
0.00
0.00
8691.67
0.00
0.00
23
0.00
0.00
0.00
0.00
0.00
0.00
27
2378.25
0.00
0.00
3666.67
7000.00
0.00
33
4400.00
0.00
0.00
14823.83
2909.25
0.00
41
0.00
0.00
0.00
0.00
0.00
0.00
54
0.00
0.00
0.00
17800.00
3427.08
0.00
73
5333.33
0.00
0.00
14597.30
5062.37
0.00
91
0.00
0.00
0.00
0.00
0.00
0.00
98
7788.00
0.00
0.00
3004.06
2353.08
0.00
108
1467.00
0.00
0.00
4658.42
908.33
0.00
123
334.40
0.00
1672.00
4638.73
400.05
0.00
125
173.92
0.00
1159.33
3447.19
848.50
0.00
127
0.00
0.00
0.00
1703.75
479.67
0.00
129
0.00
0.00
0.00
1535.58
780.42
0.00
130
0.00
0.00
0.00
0.00
0.00
0.00
140
151.33
0.00
756.50
1295.95
944.50
0.00
154
0.00
0.00
0.00
1894.46
868.30
0.00
<CAPTION>
Remaining
Interest
Final
Amortization
Grace
Lockbox
Property
Permitted
Accrual Loan
Maturity
Term for
Loan #
Period
In-place
Type
Defeasance
Period Group
Date
Balloon Loans
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
5
Yes
Retail
No
Actual/360 1
15 0
Yes
Hotel
No
Actual/360 1
19 0
No
Hotel
Yes
Actual/360 1
360
23 0
Yes
Office
No
30/360
1
08/11/37
27 0
Yes
Multifamily
No
Actual/360 2
33 15
No
Multifamily
Yes
Actual/360 2
41 0
No
Multifamily
No
30/360
2
54 0
No
Multifamily
Yes
Actual/360 2
73 15
No
Multifamily
Yes
Actual/360 2
360
91 0
No
Retail
No
30/360
1
98 0
No
Hotel
Yes
Actual/360 1
300
108
0
No
Multifamily
Yes
Actual/360 2
360
123
0
No
Office
No
Actual/360 1
360
125
0
No
Retail
Yes
Actual/360 1
360
127
0
No
Manufactured Housing
Yes
Actual/360 2
360
129
0
No
Manufactured Housing
Yes
Actual/360 2
360
130
0
No
Land
Yes
Actual/360 1
140
0
Yes
Mixed Use
Yes
Actual/360 1
360
154
0
No
Manufactured Housing
Yes
Actual/360 2
240
</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 eac
