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 September 1, 2006
Fixed Rate Mortgage Loans
Series 2006-LDP8
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of
September 1, 2006, 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 September 1, 2006 (the "Pooling and Servicing Agreement")
among the
Purchaser, as depositor (the "Depositor"), Wells Fargo Bank N.A.
and Midland
Loan Services, Inc., as master servicers (each, a "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 applicable 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. The Depositor will sell the Class A-1, Class A-2,
Class A-3A,
Class A-3FL, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class
X, Class A-M,
Class A-J, Class B, Class C and Class D Certificates (the
"Offered
Certificates") to the underwriters (the "Underwriters") specified
in the
underwriting agreement dated September 22, 2006 (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 E, Class F Class G, Class H, Class J,
Class K,
Class L, Class M, Class N, Class P and Class NR Certificates (the
"Private
Certificates") to JPMSI, the initial purchaser (together with the
Underwriters,
the "Dealers") specified in the certificate purchase agreement
dated September
22, 2006 (the "Certificate Purchase Agreement"), between the
Depositor and JPMSI
for itself and as representative of the initial purchasers
identified therein.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction in immediately available funds the sum of
$378,490,058.59
(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). The
purchase and sale of
the Mortgage Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by the
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the applicable Master
Servicer. All
scheduled payments of principal and interest due on or before the
Cut-off Date
but collected after the Cut-off Date, and recoveries of principal
and interest
collected on or before the Cut-off Date (only in respect of
principal and
interest on the Mortgage Loans due on or before the Cut-off Date
and principal
prepayments thereon), shall belong to, and shall be promptly
remitted to, the
Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's
balance sheets and other financial statements as a sale of 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
applicable Master Servicer, the Servicing File for each Mortgage
Loan
transferred pursuant to this Agreement; provided that the Seller
shall not be
required to deliver any draft documents, or any attorney client
communications
which are privileged communications or constitute legal or other
due diligence
analyses, or internal communications of the Seller or its
affiliates, or credit
underwriting or other analyses or data.
(b) With respect to the transfer described in Section 1 hereof,
if
the Mortgage Loan documents do not require the related Mortgagor to
pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the Seller shall pay the Transfer
Modification Costs
required to transfer the letter of credit to the Trustee as
described in such
Section 1; provided that if the Mortgage Loan documents require the
related
Mortgagor to pay any Transfer Modification Costs, such Transfer
Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor
fails to pay
such Transfer Modification Costs after the applicable Master
Servicer has
exercised all remedies available under the applicable Mortgage Loan
documents to
collect such Transfer Modification Costs from such Mortgagor, in
which case the
applicable Master Servicer shall give the Seller notice of such
failure and the
amount of such Transfer Modification costs and the Seller shall pay
such
Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to 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 applicable Master Servicer, in order to assist
and facilitate
in the transfer of the servicing of the Mortgage Loans to the
applicable Master
Servicer, including effectuating the transfer of any letters of
credit with
respect to any Mortgage Loan to the Trustee (in care of the
applicable 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 applicable Master Servicer), the Seller
will cooperate
with the reasonable requests of the applicable Master Servicer or
Special
Servicer, as applicable, in connection with effectuating a draw
under such
letter of credit as required under the terms of the related
Mortgage Loan
documents;
(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
September
22, 2006 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 Exhibit X
and Exhibit
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 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 applicable 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 applicable 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 applicable Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund that are the basis of such Breach and have not been
reimbursed by the
related Mortgagor; provided, however, that in the event any such
costs and
expenses exceed $10,000, the Seller shall have the option to either
repurchase
or substitute for the related Mortgage Loan as provided above or
pay such costs
and expenses. Except as provided in the proviso to the immediately
preceding
sentence, the Seller shall remit the amount of such costs and
expenses and upon
its making such remittance, the Seller shall be deemed to have
cured such Breach
in all respects. To the extent any fees or expenses that are the
subject of a
cure by the Seller are subsequently obtained from the related
Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained
from the
Mortgagor shall be returned to the Seller pursuant to Section
2.03(f) of the
Pooling and Servicing Agreement. 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 or the interests of the Trustee or
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 applicable 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 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 any related 8-K Information (as defined in the
Underwriting
Agreement), or items similar to the 8-K Information, including the
cost of
obtaining any "comfort letters" with respect to such items; (v) the
costs and
expenses in connection with the qualification or exemption of the
Certificates
under state securities or blue sky laws, including filing fees and
reasonable
fees and disbursements of counsel in connection therewith; (vi) the
costs and
expenses in connection with any determination of the eligibility of
the
Certificates for investment by institutional investors in any
jurisdiction and
the preparation of any legal investment survey, including
reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs
and expenses
in connection with printing (or otherwise reproducing) and
delivering the
Registration Statement, 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/ Charles Y.
Lee
------------------------------------
Name: Charles Y. Lee
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
<TABLE>
<CAPTION>
Loan #
Mortgagor Name
-------
-------------------------------------------------------------------------------
<S>
<C>
4
Maguire Properties- 555 W. Fifth, LLC, Maguire Properties- 350 S.
Figueroa, LLC
26*
26
Sun Villa MHC LLC
27
Sun Countryside Lake Lanier, LLC
28
Sun Countryside Atlanta, LLC
38
Inland Western Tampa Walters, L.L.C.
55
RIF I - Walnut, LLC, Rexford Business Center - Fullerton, LLC
65
Inland Western Burleson South Towne Limited Partnership
79
Maple Tower Fashion Mart, LLC
80
JMF Sedona I LLC, JMF Sedona II LLC
83
Madison Sqaure Hotel, L.L.C.
90
Holly Hill Village Resort LLC
93
Park at Summerhill LLC
104 OS
Properties, L.P.
104.01
104.02
104.03
104.04
105
Hillside-Clearwater, Inc.
109
120-124 Enterprise Avenue, L.L.C.
130
Mobile Estates Investment Partners
153
DCL-Ken Caryl, LLC
156
Bholenath, Inc.
158
Haddam Self-Storage, LLC
160 CSH
Davenport Partnership
161
Lancaster Lido MHP LLC
162 CSH
Avon Park Partnership
163 CSH
B&B Partnership
<CAPTION>
Loan #
Property Address
City
State
Zip
Code County
-------
---------------------------------- ----------------
-------
--------
------------
<S>
<C>
<C>
<C>
<C>
<C>
4
555 West Fifth Street
Los Angeles
CA
90013 Los
Angeles
26*
Various
Various
Various
Various
Various
26
91 Cabernet Parkway
Reno
NV
89512 Washoe
27
4802 Friendship Road
Buford
GA
30518 Hall
28
10 Sweetwater Way
Lawrenceville GA
30044
Gwinnett
38
1518-1580 North Dale Mabry Highway Tampa
FL
33607
Hillsborough
55
2300-2386 East Walnut Avenue
Fullerton
CA
92831 Orange
65
140 Northwest John Jones Drive
Burleson
TX
76028
Johnson
79
1216-1224 Maple Avenue
Los Angeles
CA
90015 Los
Angeles
80
5717 Laurel Canyon Boulevard
Valley Village CA
91607 Los
Angeles
83
5903 University Drive North West Huntsville
AL
35806
Madison
90
39610 U.S. Highway 27
Davenport
FL
33837 Polk
93
5201 Summerhill Road
Texarkana
TX
75503 Bowie
104
Various
Apache Junction AZ
Various
Pinal
104.01
1371 East 4th Avenue
Apache Junction AZ
85219 Pinal
104.02
1804 West Tepee Street
Apache Junction AZ
85220 Pinal
104.03
1280 North Ironwood Drive
Apache Junction
AZ
85220 Pinal
104.04
1700 West Shiprock Street
Apache Junction AZ
85220 Pinal
105 3301
58th Avenue North
Saint Petersburg
FL
33714
Pinellas
109
120-124 Enterprise Avenue
Secaucus
NJ
07094 Hudson
130 828
Inverness Drive
Peoria
IL
61615 Peoria
153
12652 West Ken Caryl Avenue
Littleton
CO
80127
Jefferson
156 2351
West Roosevelt Boulevard
Monroe
NC
28110 Union
158 88
Bridge Road
Haddam
CT
06438
Middlesex
160 2323
Holly Hill Tank Road
Davenport
FL
33837 Polk
161
45125 30th Street East
Lancaster
CA
93535 Los
Angeles
162 1866
South Wilburn Drive
Avon Park
FL
33825
Highlands
163 735
Creative Drive
Lakeland
FL
33813 Polk
<CAPTION>
Loan #
Property Name
Size
Measure
Interest Rate (%)
-------
----------------------------------------- -------- ----------- -----------------
<S>
<C>
<C>
<C>
<C>
4
Gas Company Tower
1313409 Square
Feet
5.10200
26* Sun
Community Portfolio
1143 Pads
6.15900
26
Sun Villa Estates
324 Pads
6.15900
27
Countryside of Lake Lanier
548 Pads
6.15900
28
Countryside Atlanta
271 Pads
6.15900
38
Walter's Crossing
119412 Square
Feet
4.91600
55
Rexford Business Center
161167 Square
Feet
6.23000
65
South Towne Crossing
49896 Square
Feet
5.52100
79
Maple Tower Fashion Mart
149505 Square
Feet
5.91000
80
Sedona on Laurel Apartments
54 Units
6.18000
83
Holiday Inn - Research Park
200 Rooms
6.01000
90
Village of La Casa del Sol
309 Pads
6.45000
93
Park at Summerhill Apartments
184 Units
6.01000
104
Apache Junction Pool
507 Pads
6.30000
104.01
Superstition Lookout
188 Pads
6.30000
104.02
Sierra Leone MHC
94 Pads
6.30000
104.03
Ironwood MH & RV
105 Pads
6.30000
104.04
Shiprock RV Resort
120 Pads
6.30000
105 Palm
Haven
271 Pads
6.15000
109
120-124 Enterprise Avenue
89019 Square
Feet
6.13000
130
Royal Highlander MHC
280 Pads
6.29000
153 Ken
Caryl Retail Center
10000 Square
Feet
6.21000
156
Quality Inn and Suites
65 Rooms
6.61000
158
Haddam Self Storage
345 Units
6.65000
160 CSH
1st Security Storage Davenport
592 Units
6.58000
161 Lido
MHP
55 Pads
6.30000
162 CSH
- 1st Security Self storage Avon Park
486 Units
6.58000
163 CSH
B & B Stor With Us
208 Units
6.58000
<CAPTION>
Loan # Net
Mortgage Interest Rate Original Balance
Cutoff Balance
Term
Rem. Term
-------
-------------------------- ----------------
--------------
----
---------
<S>
<C>
<C>
<C>
<C>
<C>
4
5.08140
229,000,000
229,000,000 120
119
26*
6.13840
48,100,000
48,100,000
120
119
26
6.13840
18,300,000
18,300,000
120
119
27
6.13840
16,850,000
16,850,000
120
119
28
6.13840
12,950,000
12,950,000
120
119
38
4.89540
20,626,400
20,626,400 84
83
55
6.20940
11,350,000
11,350,000 84
84
65
5.50040
8,818,047
8,818,047 60
60
79
5.88940
7,000,000
7,000,000
120
120
80
6.11940
6,972,000
6,972,000
120
120
83
5.98940
6,500,000
6,487,034
120
119
90
6.42940
6,000,000
6,000,000
120
120
93
5.98940
5,780,000
5,780,000 84
84
104
6.27940
5,200,000 5,196,023 84
83
104.01
6.27940
1,560,000
1,558,807 84
83
104.02
6.27940
1,508,000
1,506,847 84
83
104.03
6.27940
1,196,000
1,195,085 84
83
104.04
6.27940
936,000
935,284 84
83
105
6.12940
5,155,000
5,155,000 60
60
109
6.10940
5,000,000
5,000,000
120
119
130
6.26940
4,000,000
4,000,000 60
60
153
6.18940
2,427,000
2,427,000
120
120
156
6.51940
1,950,000
1,950,000
120
120
158
6.62940
1,600,000
1,598,891
120
119
160
6.55940
1,200,000
1,200,000
120
120
161
6.27940
1,000,000
1,000,000
120
120
162
6.55940
995,000
995,000
120
120
163
6.55940
890,000
890,000
120
120
<CAPTION>
Loan #
Maturity/ARD Date Amort. Term Rem. Amort. Monthly Debt Service
Servicing Fee Rate
-------
----------------- ----------- ----------- -------------------
------------------
<S>
<C>
<C>
<C>
<C>
<C>
4
08/11/16
0
0
987,154
0.02000
26*
08/06/16
0
0
250,302
0.02000
26
08/06/16
0
0
95,229
0.02000
27
08/06/16
0
0
87,684
0.02000
28
08/06/16
0
0
67,389
0.02000
38
08/11/13
0
0
84,499
0.02000
55
09/01/13
0
0
59,744
0.02000
65
09/11/11
0
0
40,570
0.02000
79
09/01/16
0
0
34,954
0.02000
80
09/06/16
0
0
36,404
0.01000
83
08/11/16
240
239
46,606
0.02000
90
09/11/16
360
360
37,727
0.02000
93
09/11/13
360
360
34,691
0.02000
104
08/11/13
360
359
32,187
0.02000
104.01
08/11/13
360
359
0.02000
104.02
08/11/13
360
359
0.02000
104.03
08/11/13
360
359
0.02000
104.04
08/11/13
360
359
0.02000
105
09/11/11
360
360
31,406
0.02000
109
08/11/16
360
360
30,397
0.02000
130
09/11/11
360
360
24,733
0.02000
153
09/11/16
360
360
14,880
0.02000
156
09/01/16
300
300
13,301
0.01000
158
08/11/16
360
359
10,271
0.02000
160
09/11/16
360
360
7,648
0.02000
161
09/11/16
360
360
6,190
0.02000
162
09/11/16
360
360
6,342
0.02000
163
09/11/16
360
360
5,672
0.02000
<CAPTION>
Loan #
Accrual Type ARD
(Y/N) ARD Step
Up (%) Title
Type Crossed
Loan
Originator/Loan Seller
-------
------------
---------
---------------
----------
------------
----------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
4
Actual/360 No
Fee
NCCI
26*
Actual/360 No
Fee
NCCI
26
Actual/360 No
Fee
01/02/00
NCCI
27
Actual/360 No
Fee
01/02/00
NCCI
28
Actual/360 No
Fee
01/02/00
NCCI
38
30/360
No
Fee
NCCI
55
Actual/360 No
Fee
NCCI
65
30/360
No
Fee
NCCI
79
Actual/360 No
Fee
NCCI
80
Actual/360 No
Fee
NCCI
83
Actual/360 No
Fee
NCCI
90
Actual/360 No
Fee
NCCI
93
Actual/360 No
Fee
NCCI
104
Actual/360 No
Fee
NCCI
104.01
No
Fee
NCCI
104.02
No
Fee
NCCI
104.03
No
Fee
NCCI
104.04
No
Fee
NCCI
105
Actual/360 No
Fee
NCCI
109
Actual/360 No
Fee
NCCI
130
Actual/360 No
Fee
NCCI
153
Actual/360 No
Fee
NCCI
156
Actual/360 No
Fee
NCCI
158
Actual/360 No
Fee
NCCI
160
Actual/360 No
Fee
NCCI
161
Actual/360 No
Fee
NCCI
162
Actual/360 No
Fee
NCCI
163
Actual/360 No
Fee
NCCI
<CAPTION>
Loan #
Guarantor
-------
----------------------------------------------------------------------------------------------
<S>
<C>
4
Maguire Properties, L.P.
26* Sun
Communities Operating Limited Partnership
26
Sun Communities Operating Limited Partnership
27
Sun Communities Operating Limited Partnership
28
Sun Communities Operating Limited Partnership
38
Inland Western Tampa Walters, L.L.C., Inland Western Retail Real
Estate Trust, Inc.
55
Rexford Industrial Fund I, LLC
65
Inland Western Retail Real Estate Trust, Inc.
79
Siavash Showghi, Mehrzad Naim, Behzad Naim
80
Jeffrey M. Fish
83
Douglas L. Owings
90
Lewis B. Jones, Russell C. Schnell
93
David C. Lindahl
104
Scott M. LaRose & Olaf Isachsen
104.01
104.02
104.03
104.04
105 Adam
E. McGavin, Austin W. McGavin, Joseph D. McGavin
109
Hartz Financial Corp.
130
Charles R. Catalano
153
David B. Geist
156
Dinesh A. Patel, Dinesh B. Patel
158 Mark
W. Epright, Matthew W. Epright, Randall W. Epright, Michael W.
Epright, Brenda L. Marinan
160 John
I. Sutmire, Philip Simolari
161
Keith Metter
16
