EXHIBIT 10.1
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, N.A.
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 28, 2007
$1,757,995,681
Fixed Rate Mortgage Loans
Series 2007-CIBC20
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<PAGE>
This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of September 28, 2007, is between J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as purchaser (the "Purchaser"), and JPMorgan
Chase Bank,
N.A., as seller ("JPMorgan" or the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the pooling and servicing
agreement, dated
as of September 28, 2007 (the "Pooling and Servicing Agreement"),
among the
Purchaser, as depositor (the "Depositor"), Midland Loan Services,
Inc., as
master servicer (the "Master Servicer"), Centerline Servicing Inc.,
as special
servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (in
such capacity, the "Trustee") and as paying agent (in such
capacity, the "Paying
Agent"), pursuant to which the Purchaser will sell the Mortgage
Loans (as
defined herein) to a trust fund and certificates representing
ownership
interests in the Mortgage Loans will be issued by the trust fund.
For purposes
of this Agreement, the term "Mortgage Loans" refers to the mortgage
loans listed
on Exhibit A and the term "Mortgaged Properties" refers to the
properties
securing such Mortgage Loans.
The Purchaser and the Seller wish to prescribe the manner of sale
of
the Mortgage Loans from the Seller to the Purchaser and in
consideration of the
premises and the mutual agreements hereinafter set forth, agree as
follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of
Mortgage
File. Effective as of the Closing Date and upon receipt of the
purchase price
set forth in the immediately succeeding paragraph, the Seller does
hereby sell,
transfer, assign, set over and convey to the Purchaser, without
recourse, all of
its right, title, and interest (subject to certain agreements
regarding
servicing as provided in the Pooling and Servicing Agreement,
subservicing
agreements permitted thereunder and that certain Servicing Rights
Appointment
Agreement, dated as of the date hereof, between the Master Servicer
and the
Seller) in and to the Mortgage Loans described in Exhibit A,
including all
interest and principal received on or with respect to the Mortgage
Loans after
the Cut-off Date (other than payments of principal and interest
first due on the
Mortgage Loans on or before the Cut-off Date). Upon the sale of the
Mortgage
Loans, the ownership of each related Mortgage Note, the Mortgage
and the other
contents of the related Mortgage File will be vested in the
Purchaser and
immediately thereafter the Trustee and the ownership of records and
documents
with respect to the related Mortgage Loan prepared by or which come
into the
possession of the Seller (other than the records and documents
described in the
proviso to Section 3(a) hereof) shall immediately vest in the
Purchaser and
immediately thereafter the Trustee. The Seller's records will
accurately reflect
the sale of each Mortgage Loan to the Purchaser. On the Closing
Date, the Seller
shall also deliver to the Depositor an amount equal to $310,388.14,
which amount
represents the aggregate amount of interest that would have accrued
at the
related Net Mortgage Rates during the Due Period ending in October
2007, for
those Mortgage Loans that do not have their first Monthly Payment
due until
November 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-2, Class A-M, Class
A-MFL and Class
A-J Certificates (the "Offered Certificates") to the underwriters
specified in
the underwriting agreement, dated September 25, 2007 (the
"Underwriting
Agreement"), between the Depositor and J.P. Morgan Securities Inc.
("JPMSI") for
itself and as representative of CIBC World Markets Corp.
("CIBCWMC"), Credit
Suisse Securities (USA) LLC ("Credit Suisse") and Lehman Brothers
Inc. ("Lehman"
and, together with JPMSI, CIBCWMC and Credit Suisse, the
"Underwriters"), and
the Depositor will sell the Class X-1, Class B, Class C, Class D,
Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class
Q, Class T and Class NR Certificates (the "Private Certificates")
to JPMSI, as
the initial purchaser (together with the Underwriters, the
"Dealers") specified
in the certificate purchase agreement, dated September 25, 2007
(the
"Certificate Purchase Agreement"), between the Depositor and
JPMSI.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms-length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction $1,768,019,829.12 (which amount is inclusive of
accrued
interest) in immediately available funds minus the costs set forth
in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take
place on the
Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by the
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled
payments of
principal and interest due on or before the Cut-off Date but
collected after the
Cut-off Date, and recoveries of principal and interest collected on
or before
the Cut-off Date (only in respect of principal and interest on the
Mortgage
Loans due on or before the Cut-off Date and principal prepayments
thereon),
shall belong to, and shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat
the transfer
of each Mortgage Loan to the Purchaser as a sale for tax
purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed
thereby, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections
2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the
requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and
agreements
as the Purchaser or the Trustee shall reasonably request and which
are in the
Seller's possession or under the Seller's control. In addition, the
Seller
agrees to deliver or cause to be delivered to the Master Servicer,
the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement;
provided
that the Seller shall not be required to deliver any draft
documents, privileged
or internal communications or credit underwriting or due diligence
analyses or
data.
(b) With respect to the transfer described in Section 1 hereof,
if
the Mortgage Loan documents do not require the related Mortgagor to
pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the Seller shall pay the Transfer
Modification Costs
required to transfer the letter of credit to the Purchaser as
described in such
Section 1; provided that if the Mortgage Loan documents require the
related
Mortgagor to pay any Transfer Modification Costs, such Transfer
Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor
fails to pay
such Transfer Modification Costs after the Master Servicer,
consistent with its
obligations under the Pooling and Servicing Agreement, has
exercised reasonable
efforts to collect such Transfer Modification Costs from such
Mortgagor, in
which case the Master Servicer shall give the Seller notice of such
failure and
the Seller shall pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to the Mortgage Loans pursuant to this Agreement
shall
constitute a purchase and sale and not a loan. If such conveyance
is deemed to
be a pledge and not a sale, then the parties also intend and agree
that the
Seller shall be deemed to have granted, and in such event does
hereby grant, to
the Purchaser, a first priority security interest in all of its
right, title and
interest in, to and under the Mortgage Loans, all payments of
principal or
interest on such Mortgage Loans due after the Cut-off Date, all
other payments
made in respect of such Mortgage Loans after the Cut-off Date
(except to the
extent such payments were due on or before the Cut-off Date) and
all proceeds
thereof and that this Agreement shall constitute a security
agreement under
applicable law. If such conveyance is deemed to be a pledge and not
a sale, the
Seller consents to the Purchaser hypothecating and transferring
such security
interest in favor of the Trustee and transferring the obligation
secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with
the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the
intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage
from the
Seller to the Trustee in connection with the Pooling and Servicing
Agreement.
All recording fees relating to the initial recordation of such
intermediate
assignments and Assignments of Mortgage shall be paid by the
Seller;
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the Master Servicer, in order to assist and
facilitate in the
transfer of the servicing of the Mortgage Loans to the Master
Servicer,
including effectuating the transfer of any letters of credit with
respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for
the benefit of
Certificateholders. Prior to the date that a letter of credit with
respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller
will
cooperate with the reasonable requests of the Master Servicer or
Special
Servicer, as applicable, in connection with effectuating a draw
under such
letter of credit as required under the terms of the related
Mortgage Loan
documents; and
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annex A-1,
A-2, A-3 and B thereto and the Diskette included therewith, with
respect to any
information relating to the Mortgage Loans or the Seller, in order
to make the
statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annex A-1,
A-2, A-3 and
B thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, to comply with
applicable law, the
Seller shall do all things necessary to assist the Depositor to
prepare and
furnish, at the expense of the Seller (to the extent that such
amendment or
supplement relates to the Seller, the Mortgage Loans listed on
Exhibit A and/or
any information relating to the same, as provided by the Seller),
to the
Underwriters such amendments or supplements to the Prospectus
Supplement as may
be necessary, so that the statements in the Prospectus Supplement
as so amended
or supplemented, including Annex A-1, A-2, A-3 and B thereto and
the Diskette
included therewith, with respect to any information relating to the
Mortgage
Loans or the Seller, will not, in the light of the circumstances
when the
Prospectus is delivered to a purchaser, be misleading or so that
the Prospectus
Supplement, including Annex A-1, A-2, A-3 and B thereto and the
Diskette
included therewith, with respect to any information relating to the
Mortgage
Loans or the Seller, will comply with applicable law. All terms
used in this
clause (c) and not otherwise defined herein shall have the meaning
set forth in
the Indemnification Agreement, dated as of September 25, 2007
between the
Purchaser and the Seller (the "Indemnification Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i) it is a national banking association duly organized,
validly
existing, and in good standing under the laws of the United
States
of
America;
(ii) it
has the power and authority to own its property and to
carry on
its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the
United
States of America. The Seller is in compliance with the laws of
each state
in which any Mortgaged Property is located to the extent
necessary
so that a subsequent holder of the related Mortgage Loan
(including, without
limitation, the Purchaser) that is in compliance with
the laws
of such state would not be prohibited from enforcing such
Mortgage
Loan solely by reason of any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement
by the
Seller has been duly authorized by all requisite action by the
Seller's
board of directors and will not violate or breach any provision
of its
organizational documents;
(vi)
this Agreement has been duly executed and delivered by
the Seller
and constitutes a legal, valid and binding obligation of the
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending
to which
the Seller is a party or of which any property of the Seller is
the
subject which, if determined adversely to the Seller, would
reasonably
be
expected to adversely affect (A) the transfer of the Mortgage Loans
and
the
Mortgage Loan documents, (B) the execution and delivery by the
Seller
or
enforceability against the Seller of the Mortgage Loans or this
Agreement,
or (C) the performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished by the
Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or both
would be, in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the Mortgage Loans and the performance by the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated will not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which the Seller is bound or to which any of the property or
assets
of the
Seller is subject, nor will any such action result in any
violation
of the
provisions of any applicable law or statute or any order, rule
or
regulation
of any court or governmental agency or body having jurisdiction
over the
Seller, or any of its properties, except for conflicts,
breaches,
defaults
and violations which individually and in the aggregate would
not
have a
material adverse effect on the transactions contemplated
herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body is
required
for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has been
obtained
or made;
(x) it has either (A) not dealt with any Person (other than
the
Purchaser or the Dealers) that may be entitled to any commission
or
compensation in connection with the sale or purchase of the
Mortgage Loans
or
entering into this Agreement or (B) paid in full any such
commission or
compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder
will not cause it to become insolvent; and the sale of the
Mortgage
Loans is not undertaken with the intent to hinder, delay or
defraud
any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser
(or with
respect to any Companion Loan that is deposited into an Other
Securitization, the depositor in such Other Securitization) and the
Paying
Agent with
any Additional Form 10-D Disclosure and any Additional Form
10-K
Disclosure which the Purchaser is required to provide with respect
to
the Seller
in its capacity as a "sponsor" pursuant to Exhibit Y and
Exhibit Z
of the Pooling and Servicing Agreement within the time periods
set forth
in the Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in good
standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all jurisdictions in which ownership or lease of its
property
or the
conduct of its business requires such qualification, except
where
the
failure to be so qualified would not have a material adverse effect
on
the
Purchaser, and the Purchaser is conducting its business so as
to
comply in
all material respects with the applicable statutes, ordinances,
rules and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and
to carry
on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions
hereof, will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument to which the Purchaser is a party or by
which
it is
bound, or (B) result in the creation or imposition of any lien,
charge or
encumbrance upon any of the Purchaser's property pursuant to
the
terms of
any such indenture, mortgage, contract or other instrument;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the Purchaser enforceable against it in accordance with its
terms
(except as enforcement thereof may be limited by (a)
bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which the
Purchaser is a party or of which any property of the Purchaser
is the
subject which, if determined adversely to the Purchaser, might
interfere
with or adversely affect the consummation of the transactions
contemplated herein and in the Pooling and Servicing Agreement; to
the
best of
the Purchaser's knowledge, no such proceedings are threatened
or
contemplated by governmental authorities or threatened by
others;
(vii) it is not in default with respect to any order or decree
of any
court or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker,
agent or
other person, other than the Seller, the Dealers and their
respective
affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or
the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of
or with any court or governmental agency or body, if any,
required
for the execution, delivery and performance of this Agreement
by
the
Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States Secrecy Act, the United States Money Laundering Control
Act
of 1986 or
the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties
as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
(or as of
such other date specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, Master Servicer,
Special
Servicer, a Certificate Owner or any other Person shall relieve the
Seller of
any liability or obligation with respect to any representation or
warranty or
otherwise under this Agreement or constitute notice to any Person
of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
a Mortgage
Loan, the related Mortgaged Property or the interests of the
Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller
shall,
not later than 90 days from the earlier of the Seller's receipt of
the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan
not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the Master Servicer for deposit into the Certificate
Account, any
Substitution Shortfall Amount (as defined below) in connection
therewith;
provided, however, that, if such Breach or Defect is capable of
being cured but
not within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Trustee setting forth the reason such Breach or Defect is not
capable of
being cured within the Initial Resolution Period and what actions
the Seller is
pursuing in connection with the cure thereof and stating that the
Seller
anticipates that such Breach or Defect will be cured within the
Extended
Resolution Period. Notwithstanding the foregoing, any Defect or
Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within
the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of
Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective
mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and
adversely
affect the interests of the holders of the Certificates therein,
and such
Mortgage Loan shall be repurchased or a Qualified Substitute
Mortgage Loan
substituted in lieu thereof without regard to the extended cure
period described
in the preceding sentence. If the affected Mortgage Loan is to be
repurchased,
the Seller shall remit the Repurchase Price (defined below) in
immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan
document
requires the related Mortgagor to bear the costs and expenses
associated with
any particular action or matter under such Mortgage Loan
document(s), then
Seller shall not be required to repurchase such Mortgage Loan and
the sole
remedy with respect to any Breach of such representation shall be
to cure such
Breach within the applicable cure period (as the same may be
extended) by
reimbursing the Trust Fund (by wire transfer of immediately
available funds) the
reasonable amount of any such costs and expenses incurred by the
Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that
are the basis
of such Breach and have not been reimbursed by the related
Mortgagor; provided,
however, that in the event any such costs and expenses exceed
$10,000, the
Seller shall have the option to either repurchase or substitute for
the related
Mortgage Loan as provided above or pay such costs and expenses.
Except as
provided in the proviso to the immediately preceding sentence, the
Seller shall
remit the amount of such costs and expenses and upon its making
such remittance,
the Seller shall be deemed to have cured such Breach in all
respects. To the
extent any fees or expenses that are the subject of a cure by the
Seller are
subsequently obtained from the related Mortgagor, the portion of
the cure
payment equal to such fees or expenses obtained from the Mortgagor
shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling
and Servicing
Agreement.
Any of the following will cause a document in the Mortgage File
to
be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro forma or specimen
title insurance
policy) called for by clause (ix) of the definition of "Mortgage
File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage
File of any
required letter of credit; (e) with respect to any leasehold
mortgage loan, the
absence from the related Mortgage File of a copy (or an original,
if available)
of the related Ground Lease; or (f) the absence from the Mortgage
File of any
intervening assignments required to create a complete chain of
assignments to
the Trustee on behalf of the Trust, unless there is included in the
Mortgage
File a certified copy of the intervening assignment and a
certificate stating
that the original intervening assignments were sent for
recordation; provided,
however, that no Defect (except a Defect previously described in
clauses (a)
through (f) above) shall be considered to materially and adversely
affect the
value of the related Mortgage Loan, the related Mortgaged Property
or the
interests of the Trustee or Certificateholders unless the document
with respect
to which the Defect exists is required in connection with an
imminent
enforcement of the Mortgagee's rights or remedies under the related
Mortgage
Loan, defending any claim asserted by any borrower or third party
with respect
to the Mortgage Loan, establishing the validity or priority of any
lien on any
collateral securing the Mortgage Loan or for any immediate
significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed
escrow
instructions or a commitment to issue a lender's title insurance
policy, as
provided in clause (ix) of the definition of "Mortgage File" in the
Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy
of lender's
title insurance, shall not be considered a Defect or Breach with
respect to any
Mortgage File if such actual policy is delivered to the Trustee or
a Custodian
on its behalf within 18 months from the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria and satisfy all other criteria for
substitution and
repurchase of Mortgage Loans set forth herein. In the event that
the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either
to repurchase or substitute for only the affected Crossed Loan as
to which the
related Breach or Defect exists or to repurchase or substitute for
all of the
Crossed Loans in the related Crossed Group. The Seller shall be
responsible for
the cost of any Appraisal required to be obtained to determine if
the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope
and cost of
such Appraisal has been approved by the Seller (such approval not
to be
unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
the Seller nor the Purchaser shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially impair
the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Purchaser shall forbear from exercising such remedies until the
Mortgage
Loan documents evidencing and securing the relevant Crossed Loans
can be
modified in a manner that complies with this Agreement to remove
the threat of
material impairment as a result of the exercise of remedies or some
other
accommodation can be reached. Any reserve or other cash collateral
or letters of
credit securing the Crossed Loans shall be allocated between such
Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis
based upon their outstanding Stated Principal Balances.
Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified
to terminate
the related cross-collateralization and/or cross-default
provisions, as a
condition to such modification, the Seller shall furnish to the
Trustee an
Opinion of Counsel that any modification shall not cause an Adverse
REMIC Event.
Any expenses incurred by the Purchaser in connection with such
modification or
accommodation (including but not limited to recoverable attorney
fees) shall be
paid by the Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan
to be repurchased pursuant to this Agreement and Section 2.03 of
the Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning
given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute
and deliver,
or cause the execution and delivery of, such endorsements and
assignments,
without recourse to the Trust, as shall be necessary to vest in the
Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or
replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or
cause the
delivery, to the Seller of all portions of the Mortgage File and
other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on
the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be
released, to the
Seller any escrow payments and reserve funds held by the Trustee,
or on the
Trustee's behalf, in respect of such repurchased or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto
shall
survive the execution and delivery and any termination of this
Agreement and
shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or
Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party
of
any breach of a representation or warranty contained in this
Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or
substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute
the sole remedy
available to the Purchaser in connection with a Breach or Defect.
It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes; provided, however, that no limitation
of remedy is
implied with respect to the Seller's breach of its obligation to
cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the
Purchaser
to purchase the Mortgage Loans shall be subject to the
satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be
performed
by it at or prior to the Closing Date pursuant to the terms of this
Agreement
shall have been duly performed and complied with and all of the
representations
and warranties of the Seller under this Agreement shall be true and
correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
by-laws,
certified as of a recent date by the Assistant Secretary of the
Seller;
(ii) a copy of a certificate of good standing of the Seller
issued by
the Comptroller of the Currency dated not earlier than sixty
days prior
to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to the Purchaser and its counsel, substantially to
the effect
that:
(A) the Seller is a national banking association duly
organized, validly existing and in good standing under the laws
of
the United States;
(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary 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 charter 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 any federal court or
governmental agency or body is required for the consummation by
the
Seller of the transactions contemplated by this Agreement and
the
Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications
as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing
has come to such counsel's attention that would lead such
counsel
to believe
that the Prospectus Supplement as of the date thereof or as of
the Closing Date
contains, with respect to the Seller or the Mortgage
Loans, any
untrue statement of a material fact or omits to state a
material
fact necessary in order to make the statements therein relating
to the
Seller or the Mortgage Loans, in the light of the circumstances
under
which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8.
Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share
(the
Seller's pro rata share to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents in proportion to the aggregate principal balance as of
the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of
all costs
and expenses of the Purchaser in connection with the transactions
contemplated
herein, including, but not limited to: (i) the costs and expenses
of the
Purchaser in connection with the purchase of the Mortgage Loans;
(ii) the costs
and expenses of reproducing and delivering the Pooling and
Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and
delivering the
Certificates; (iii) the reasonable and documented fees, costs and
expenses of
the Trustee and its counsel incurred in connection with the Trustee
entering
into the Pooling and Servicing Agreement; (iv) the fees and
disbursements of a
firm of certified public accountants selected by the Purchaser and
the Seller
with respect to numerical information in respect of the Mortgage
Loans and the
Certificates included in the Prospectus, any Free Writing
Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in
the
Indemnification Agreement) and any related 8-K Information (as
defined in the
Underwriting Agreement), or items similar to the 8-K Information,
including the
cost of obtaining any "comfort letters" with respect to such items;
(v) the
costs and expenses in connection with the qualification or
exemption of the
Certificates under state securities or blue sky laws, including
filing fees and
reasonable fees and disbursements of counsel in connection
therewith; (vi) the
costs and expenses in connection with any determination of the
eligibility of
the Certificates for investment by institutional investors in any
jurisdiction
and the preparation of any legal investment survey, including
reasonable fees
and disbursements of counsel in connection therewith; (vii) the
costs and
expenses in connection with printing (or otherwise reproducing) and
delivering
the Registration Statement, the Prospectus, the Memoranda and any
Free Writing
Prospectus, and the reproduction and delivery of this Agreement and
the
furnishing to the Underwriters of such copies of the Registration
Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood, LLP, counsel to the
Underwriters and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement. The Seller hereby acknowledges its obligations,
including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of
the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the
benefit of,
and be enforceable by, the Seller, the Purchaser and their
permitted successors
and permitted assigns. The warranties and representations and the
agreements
made by the Seller herein shall survive delivery of the Mortgage
Loans to the
Trustee until the termination of the Pooling and Servicing
Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Emanuel Chrysoulakis, Vice President, telecopy number (212)
834-6593, (ii) in
the case of the Seller, JPMorgan Chase Bank, N.A., 270 Park Avenue,
10th Floor,
New York, New York 10017, Attention: Emanuel Chrysoulakis, Vice
President,
telecopy number (212) 834-6593 and (iii) in the case of any of the
preceding
parties, such other address as may hereafter be furnished to the
other party in
writing by such parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. No notice to or demand on
any party in
any case shall entitle such party to any other or further notice or
demand in
similar or other circumstances, or constitute a waiver of the right
of either
party to any other or further action in any circumstances without
notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Emanuel Chrysoulakis
--------------------------------------
Name: Emanuel Chrysoulakis
Title: Vice President
JPMORGAN CHASE BANK, N.A.
By: /s/ Emanuel Chrysoulakis
--------------------------------------
Name: Emanuel Chrysoulakis
Title: Vice
President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-CIBC20
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Originator/
Loan # Loan
Seller Mortgagor
Name
Property Address
City
------
-----------
------------------------------------------
---------------------------------------------- ---------------
<S> <C>
<C>
<C>
<C>
1
JPMCB Centro NP
Holdings 1 SPE, LLC, New Plan Various
Various
Creekwood SC, LLC, Centro NP Mableton
Walk, LLC, Centro NP East Lake
Pavillions, LLC, Centro NP Stockbridge
Village, LLC, Centro NP Miami Gardens,
LLC, Centro NP Tarpon Mall, LLC, Centro
NP Renaissance Center East, LLC, Centro
NP Paradise Pavilion, LLC
1.01
JPMCB
4620 South Cooper Street
Arlington
1.02
JPMCB
3542-3618 Highway 138, Southeast
Stockbridge
1.03
JPMCB
5750 Northwest 183rd Street
Miami
1.04
JPMCB
1000 Crossroads Drive
Statesville
1.05
JPMCB
980 Elk Grove Town Center
Elk Grove
Village
1.06
JPMCB
155-396 North Maple Road
Ann Arbor
1.07
JPMCB
311-487 Carmen Drive
Camarillo
1.08
JPMCB
2100 Roswell Road
Marietta
1.09
JPMCB
40840 US Highway 19 North
Tarpon Springs
1.10
JPMCB
2340 East Tropicana Avenue
Las Vegas
1.11
JPMCB
4881 North Stone Avenue
Tucson
1.12
JPMCB
1400 South Main Street
West Bend
1.13
JPMCB
2002-2009 Crown Plaza Drive
Columbus
1.14
JPMCB
3501-3535 Longmire Road
College Station
1.15
JPMCB
5005-5025 Floyd Road
Mableton
1.16
JPMCB
3971 Brambleton Avenue
Roanoke
1.17
JPMCB
6425-6479 East 28th Street
Grand Rapids
1.18
JPMCB
6459 Highway 42
Rex
2
JPMCB Mall at
Gurnee Mills, LLC
6170 West Grand Avenue
Gurnee
3
JPMCB NHM
Owner-1, LLC
4217 Six Forks Road
Raleigh
4
JPMCB Sunrise
Mills (MLP) Limited Partnership, 12801 West
Sunrise Boulevard
Sunrise
Sawgrass Mills Phase II Limited
Partnership, Sawgrass Mills Phase III
Limited Partnership
5.01
JPMCB
CRP-2 Holdings
DD, LLC, CRP-2 Holdings
Various
Various
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
5
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 6900
College Boulevard
Overland Park
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
6
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 6925
& 6965 Lusk Boulevard
San Diego
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
7
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings
10700 and 10800 East Geddes Avenue
Englewood
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
8
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 65
Corporate Woods Drive
Bridgeton
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
9
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 550
North Continental Boulevard
El Segundo
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
10
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 3000
South Corporate Parkway
Forest Park
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
11
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 701
Lunt Avenue
Elk Grove
Scripps, LLC, CRP-2 Southpoint, LLC,
Village
CRP-2 Corporate Woods, LLC
12
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 55
East Howard Avenue
Des Plaines
Scripps, LLC, CRP-2 Southpoint, LLC,
CRP-2 Corporate Woods, LLC
13
JPMCB CRP-2
Holdings DD, LLC, CRP-2 Holdings 1525
Chase Avenue
Elk
Grove
Scripps, LLC, CRP-2 Southpoint, LLC,
Village
CRP-2 Corporate Woods, LLC
14
JPMCB USF PropCo
I, LLC
Various
Various
14.01
JPMCB
15155 Northam Street
La Mirada
14.02
JPMCB
120 Longs Pond Road
Lexington
14.03
JPMCB
7004 East Hanna Avenue
Tampa
14.04
JPMCB
1685 West Cheyenne Avenue
North Las Vegas
14.05
JPMCB
7801 Statesville Road
Charlotte
14.06
JPMCB
300 Lawrence Drive
Livermore
14.07
JPMCB
4650 West Buckeye Road
Phoenix
14.08
JPMCB
8024 Telegraph Road
Severn
14.09
JPMCB
10211 North IH 35
Oklahoma City
14.10
JPMCB
7598 NW 6th Avenue
Boca Raton
14.11
JPMCB
11994 Livingston Road
Manassas
14.12
JPMCB
1500 NC Highway 39
Zebulon
14.13
JPMCB
28001 Napier Road
Wixom
14.14
JPMCB
11955 East Peakview Avenue
Centennial
14.15
JPMCB
12301 Cumberland Road
Fishers
14.16
JPMCB
1899 North US Highway 1
Ormond Beach
14.17
JPMCB
9605 54th Avenue North
Plymouth
14.18
JPMCB
222-260 and 237-251 Otrobando Avenue
Norwich
14.19
JPMCB
West 137 N9245 Highway 145
Menomonee Falls
14.20
JPMCB
950 South Shiloh Road & 1992 Forest Lane
Garland
14.21
JPMCB
111 Alliant Drive
Houston
14.22
JPMCB
755 Pierce Road
Clifton Park
14.23
JPMCB
40 Fort Lewis Boulevard
Salem
14.24
JPMCB
8000 Bavaria Road
Twinsburg
14.25
JPMCB
10410 South 50th Place
Phoenix
14.26
JPMCB
1 Quality Lane
Streator
14.27
JPMCB
2850 Selma Highway
Montgomery
14.28
JPMCB
5445 Spellmire Drive
Cincinnati
14.29
JPMCB
1350/1400 North 10th Street
Paducah
14.30
JPMCB
1044/1045 Garden Street
Greensburg
14.31
JPMCB
4601 32nd Avenue South
Grand Forks
14.32
JPMCB
5353 Nathan Lane North
Plymouth
14.33
JPMCB
125 Gardenville Parkway West
Cheektowaga
14.34
JPMCB
6315 John J Pershing Drive
Omaha
14.35
JPMCB
3500 Saratoga Avenue
Bismarck
14.36
JPMCB
333 North Claremont Avenue and
Chicago
340 North Oakley Boulevard
14.37
JPMCB
2575 Virginia Avenue
Hurricane
14.38
JPMCB
345 South Kino Parkway
Tucson
15
JPMCB Clark
Tower, LLC
5100 Poplar Avenue
Memphis
16
JPMCB Riverside
Lakeshore, LLC, Raintree
8210 Lakeshore Trail East Drive
Indianapolis
Lakeshore, LLC, Lakeshore Gardens
Associates, LLC
17
JPMCB Titan STF
TX Portfolio, LP, Titan STF NM Various
Various
Portfolio, LLC
17.01
JPMCB
101 Lindbergh Drive
Santa Teresa
17.02
JPMCB
1313 Don Haskins Drive
El Paso
17.03
JPMCB
4403 West Military Highway
McAllen
17.04
JPMCB
4200-4328 West Military Highway
McAllen
17.05
JPMCB
9701 Pan American Drive
El Paso
17.06
JPMCB
1328 East Hackberry Avenue
McAllen
17.07
JPMCB
2660 Airport Road
Santa Teresa
17.08
JPMCB
4301 West Military Highway
McAllen
17.09
JPMCB
5800 South 42nd Street
McAllen
17.10
JPMCB
1300 East Hackberry Avenue
McAllen
17.11
JPMCB
9515 Plaza Circle
El Paso
17.12
JPMCB
1200 East Hackberry Avenue
McAllen
17.13
JPMCB
6200 South 35th Street
McAllen
17.14
JPMCB
3600 West Military Highway
McAllen
17.15
JPMCB
3500 West Military Highway
McAllen
17.16
JPMCB
3500 Durango Avenue
McAllen
17.17
JPMCB
7001 South 33rd Street
McAllen
17.18
JPMCB
6412 South
36th Street
McAllen
17.19
JPMCB
6901 South 33rd Street
McAllen
19
JPMCB Custom
House Hotel, L.P.
2 Portola Plaza
Monterey
20.01
JPMCB
Various
Various
20
JPMCB Forest
Hills Village MHC LLC
11707 North 2nd Street &
Machesney Park
7927 Forest Hills Road
and Lovers Park
21
JPMCB Whispering
Sands LLC
810 North Elmwood Park
Valparaiso
22
JPMCB
Weatherstone Lakes LLC
21191 Torrence Avenue
Sauk Village
25
JPMCB Riverside
Avenue Partners, Ltd.
501
Riverside Avenue
Jacksonville
26
JPMCB P&P
Taylorsville Hilliard New Albany, LLC Various
Various
26.01
JPMCB
4620
Taylorsville Road
Louisville
26.02
JPMCB
5689 North Hamilton Road &
Columbus
4951-4977 Dublin Granville Road
26.03
JPMCB
1800 Tanglewood Park Boulevard
Hilliard
27
JPMCB BST
Torrance Landlord (CA) QRS 14-109, Inc. 3675 Pacific Coast Highway
Torrance
28
JPMCB Ellington
Plaza-DG Limited Partnership 1301
U Street, Northwest
Washington
30
JPMCB Columbus
Corporate Office Centre LLC
39450 West Twelve Mile Road
Novi
34
JPMCB Timber
Ridge Auyoung, LLC, Timber Ridge 6700 Wall
Street
Mobile
Batliner, LLC, Timber Ridge Beekwilder,
LLC, Timber Ridge Campbell, LLC, Timber
Ridge Croke, LLC, Timber Ridge Dawson,
LLC, Timber Ridge Dehmer, LLC, Timber
Ridge Dixon, LLC, Timber Ridge Eaton,
LLC, Timber Ridge Fang, LLC, Timber
Ridge Goulston, LLC, Timber Ridge GU,
LLC, Timber Ridge Jacobs, LLC, Timber
Ridge Keller, LLC, Timber Ridge
Kowalchek, LLC, Timber Ridge La'imi Road
Partners, LLC, et.al.
37
JPMCB Broadway
Palace Theatre Company
1564 Broadway
New York
41
JPMCB Lotus One
Properties, LLC
3643 Dolittle Drive
Redondo Beach
43
JPMCB Carlsbad
Commerce Center, LP
2185-2237 Faraday Avenue
Carlsbad
47
JPMCB Southshore
Real Estate Development, L.L.C. 5452 Fort Street
Trenton
52
JPMCB Park
Village, LLC
2060, 2070, 2080, 2090 & 2100 Zink Road
Fairborn
57
JPMCB Property
Holdings, LLC
5505-5805 Manatee Ave West
Bradenton
59
JPMCB Paterson
Plaza, L.L.C.
100 Hamilton Plaza
Paterson
60
JPMCB LaGuardia
Center Realty LLC
43-02 Ditmars Boulevard
Astoria
61
JPMCB G&I V
Mid Memphis Tower LLC
1407 Union Avenue
Memphis
62
JPMCB 7515
Greenville Properties, Ltd.
7515 Greenville Avenue
Dallas
66
JPMCB 7500 West
110th Street Investors LLC
7500 West 110th Street
Overland Park
68
JPMCB UP
Improvements, LLC
8333-8357 and 8401-8501 Indianapolis Boulevard Highland
73
JPMCB Belridge
Investment, L.P., Alphaequity, 701 North
Post Oak Road
Houston
LLC, Primeridge, LLC
77
JPMCB 599
Broadway Management, LLC
599 Broadway
Paterson
83
JPMCB Haggerty
Corridor Office Centre IV, LLC 28175
Cabot Drive
Novi
87
JPMCB Deer Trace
Partners, LLC
10514 Buck Crossing
Walton
90
JPMCB TSCA-202
Limited Partnership
108 West Belt Line Road
Cedar Hill
91
JPMCB Mykawa HSO
Limited Partnership
10101 Southwest Freeway
Houston
92
JPMCB Sharpstown
HSO Limited Partnership
5822-5828 Parkersburg, 6906-6916 Harwin Drive, Houston
5731-5736 Savoy Drive, 5802-5808 Parkersburg,
5650-5660 Savoy Drive, 5701-5711 Savoy Drive,
5721-5729 Savoy Drive
93
JPMCB OCI
Properties III, LLC
5001 Fleur Drive
Des Moines
94
JPMCB Century
Park Partners, Ltd.
20430 Imperial Valley Drive
Houston
95
JPMCB 550
Congressional Blvd., LLC
550 Congressional Boulevard
Carmel
99
JPMCB Gvogel,
LLC, Dvogel, LLC
200 North Edwards Boulevard
Lake Geneva
101
JPMCB J.J. &
W., I, Ltd.
600 Nova Drive
Massillon
102
JPMCB Lafayette
Partners, Ltd.
6925 South Padre Island Drive
Corpus Christi
103
JPMCB McLean CBD
Limited Partnership
6805 Old Dominion Drive
McLean
105
JPMCB CBS (PA)
QRS 14-12, Inc.
615 Epsilon Drive
Pittsburgh
108
JPMCB Cole
GG O'Fallon Mo, LLC
2691 Highway K
O'Fallon
110
JPMCB Citizens
Square Associates, LLC
4075 Georgia Highway 120
Dallas
111
JPMCB Cole GG
St. Peters MO, LLC
5230 South Highway 94
St. Peters
117
JPMCB Cole 24
Olathe KS, LLC
134th Place and Blackfoot Drive
Olathe
119
JPMCB Cole CC
Aurora Co, LLC
1450 South Abilene Street
Aurora
121
JPMCB Liberty
Hospitality Group, Inc.
3191 Highfield Drive
Bethlehem
122
JPMCB Wood Hill,
L.L.C.
7 Patterson Drive
Glenmont
123
JPMCB Aspen
Monceaux, LLC
516 Monceaux Road
West Palm Beach
124
JPMCB FranMar
Presentations, LLC
18625 East Stage Run Road
Parker
125
JPMCB CMS
Chesterbrook, L.P.
711 Hollow Road
Phoenixville
127
JPMCB Fall Lake
Micek, LLC, Fall Lake Ranalli, 1415 Greens
Parkway
Houston
LLC, Fall Lake Meehan, LLC, Fall Lake
McCluskey, LLC, Fall Lake Adams, LLC,
Fall Lake Henry, LLC, Fall Lake Cai,
LLC, Fall Lake Schaap, LLC, Fall Lake
M.R. Schaap, LLC, Fall Lake Kauffman,
LLC, Fall Lake Ebel, LLC, Fall Lake
Wright, LLC
128
JPMCB WH Corners
Ltd.
721 3rd Street South West
Winter Haven
132
JPMCB The Shops
at Port A LP
1007, 1023 & 1115 State Highway 361
Port Aransas
133
JPMCB Saint Paul
2200 Limited Partnership
2200 North Loop West
Houston
135
JPMCB King
Bordeaux Investors, LTD.
2901 South Brahma Boulevard
Kingsville
136
JPMCB Terravista
Partners - Roselawn, Ltd.
3346 Roselawn Road
San Antonio
137
JPMCB Arcadia
Plaza Investors, LLC
40700 California Oaks Road
Murrieta
142
JPMCB
AFG-Buford, LLC
1855 Mall of Georgia Boulevard
Buford
<CAPTION>
Loan # State
Zip
Code
County
Property Name
Size
Measure
------ -------
------------
--------------------
---------------------------------------- ------- -----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
1
Various
Various
Various
Centro - New Plan Pool I
3144729 Square
Feet
1.01 TX
78336 Tarrant
Bardin Place Center
310184 Square
Feet
1.02 GA
30281 Clayton
Stockbridge Village
188203 Square
Feet
1.03 FL
33015 Miami-Dade
Miami Gardens
244719 Square
Feet
1.04 NC
28625 Iredell
Crossroads Shopping Center
340190 Square
Feet
1.05 IL
60007 Cook
Elk Grove Town Center
131849 Square
Feet
1.06 MI
48103 Washtenaw
Maple Village
296385 Square
Feet
1.07 CA
93010 Ventura
Carmen Plaza
129173 Square
Feet
1.08 GA
30062 Cobb
Pavillions at Eastlake
156853 Square
Feet
1.09 FL
34689 Pinellas
Tarpon Mall
147585 Square
Feet
1.10 NV
89119 Clark
Renaissance Center East
144216 Square
Feet
1.11 AZ
85704 Pima
Northmall Centre
168585 Square
Feet
1.12 WI
53095 Washington
Paradise Pavilion
198419 Square
Feet
1.13 OH
43235 Franklin
Crown Point
147275 Square
Feet
1.14 TX
77845 Brazos
Rock Prairie Crossing
119000 Square
Feet
1.15 GA
30126
Cobb
Mableton Walk
105742 Square
Feet
1.16 VA
24018 Roanoke
Cave Spring Corners
147044 Square
Feet
1.17 MI
49546 Kent
Cascade East
99529 Square
Feet
1.18 GA
30273 Clayton
Creekwood Shopping Center
69778 Square
Feet
2
IL
60031 Lake
Gurnee Mills
1558930 Square
Feet
3
NC
27609 Wake
North Hills Mall
585798 Square
Feet
4
FL
33323 Broward
Sawgrass Mills Mall
1991491 Square
Feet
5.01 Various Various
Various
Colony Portfolio VII
1662810 Square
Feet
5
KS
66211 Johnson
Financial Plaza
291967 Square
Feet
6
CA
92121 San Diego
Scripps Waterbridge
124290 Square
Feet
7
CO
80112 Arapahoe
Dry Creek Corporate Center II & III
185957 Square
Feet
8
MO
63044 Saint
Louis
65 Corporate Woods Drive
556287 Square
Feet
9
CA
90245 Los
Angeles
550 North Continental
97257 Square
Feet
10
GA
30297 Clayton
3000 SouthPoint
203280 Square
Feet
11
IL
60007 Cook
O'Hare Industrial 701 Lunt
93655 Square
Feet
12
IL
60018 Cook
O'Hare Industrial 55 East Howard
79617 Square
Feet
13
IL
60007 Cook
O'Hare Industrial 1525 Chase
30500 Square
Feet
14
Various
Various
Various
USFS Industrial Distribution Portfolio 9042097
Square Feet
14.01 CA
90638 Los
Angeles
15155 Northam Street
436739 Square
Feet
14.02 SC
29072 Lexington
120 Longs Pond Road
504627 Square
Feet
14.03 FL
33610
Hillsborough
7004 East Hanna Avenue
336634 Square
Feet
14.04 NV
89032 Clark
1685 West Cheyenne Avenue
307790 Square
Feet
14.05 NC
28269
Mecklenburg
7801 Statesville Road
427894 Square
Feet
14.06 CA
94551 Alameda
300 Lawrence Drive
330250 Square
Feet
14.07 AZ
85043 Maricopa
4650 West Buckeye Road
313900 Square
Feet
14.08 MD
21144 Anne
Arundel
8024 Telegraph Road
346271 Square
Feet
14.09 OK
73131 Oklahoma
10211 North I-35 Service Road
321769 Square
Feet
14.10 FL
33487 Palm Beach
7598 NW 6th
Avenue
172200 Square
Feet
14.11 VA
20109 Prince
William
11994 Livingston Road
287080 Square
Feet
14.12 NC
27597 Wake
1500 NC Hwy 39
394065 Square
Feet
14.13 MI
48393 Oakland
28001 Napier Road
286800 Square
Feet
14.14 CO
80111 Arapahoe
11955 East Peakview Avenue
381032 Square
Feet
14.15 IN
46038 Hamilton
12301 Cumberland Road
229062 Square
Feet
14.16 FL
32174 Volusia
1899 North US Hwy 1
202143 Square
Feet
14.17 MN
55442 Hennepin
9605 54th Avenue North
219530 Square
Feet
14.18 CT
06360 New London
222 Otrobando Avenue P.O. Box 103
240609 Square
Feet
14.19 WI
53051 Waukesha
W137 N9245 Highway 45
172826 Square
Feet
14.20 TX
75042 Dallas
950 South Shiloh Road & 1992 Forest Lane 357370 Square Feet
14.21 TX
77032 Harris
111 Alliant Drive
167939 Square
Feet
14.22 NY
12065 Saratoga
755 Pierce Road
150000 Square
Feet
14.23 VA
24153 Salem
40 Fort Lewis Boulevard
356178 Square
Feet
14.24 OH
44087 Summit
8000 Bavaria Road
167575 Square
Feet
14.25 AZ
85044 Maricopa
10410 South 50th Place
62388 Square
Feet
14.26 IL
61364 Livingston
1 Quality Lane
155100 Square
Feet
14.27 AL
36108 Montgomery
2850 Selma Highway
304112 Square
Feet
14.28 OH
45246 Butler
5445 Spellmire Drive
203958 Square
Feet
14.29 KY
42001 McCracken
1350/1400 North 10th Street
155994 Square
Feet
14.30 PA
15601
Westmoreland
1044/1045 Garden Street
323900 Square
Feet
14.31 ND
58201 Grand
Forks
4601
32nd Avenue South
119220 Square
Feet
14.32 MN
55442 Hennepin
5353 Nathan Lane North
79855 Square
Feet
14.33 NY
14224 Erie
125 Gardenville Parkway West
150104 Square
Feet
14.34 NE
68110 Douglas
6315 John J Pershing Drive
107000 Square
Feet
14.35 ND
58503 Burleigh
3500 Saratoga Avenue
65800 Square
Feet
14.36 IL
60612 Cook
333-340 North Claremont Avenue
47700 Square
Feet
14.37 WV
25526 Putnam
2575 Virginia Avenue
137337 Square
Feet
14.38 AZ
85719 Pima
345 Kino Drive
19346 Square
Feet
15
TN
38137 Shelby
Clark Tower
657245 Square
Feet
16
IN
46250 Marion
Lakeshore Apartments
740 Units
17
Various
Various
Various
STF Portfolio
1200274 Square
Feet
17.01 NM
88008 Dona Ana
101 Lindbergh Drive
333800 Square
Feet
17.02 TX
79936 El Paso
1313 Don Haskins Drive
174860 Square
Feet
17.03 TX
78503 Hidalgo
4403 West Military Highway
112104 Square
Feet
17.04 TX
78503 Hidalgo
4200 West Military Highway
80220 Square
Feet
17.05 TX
79927
El Paso
9701 Pan American Drive
80000 Square
Feet
17.06 TX
78501 Hidalgo
1328 East Hackberry Avenue
45734 Square
Feet
17.07 NM
88008 Dona Ana
2660 Airport Road
31906 Square
Feet
17.08 TX
78503 Hidalgo
4301 West Military Highway
52500 Square
Feet
17.09 TX
78503 Hidalgo
5800 South 42nd Street
41400 Square
Feet
17.10 TX
78501 Hidalgo
1300 East Hackberry Avenue
34500 Square
Feet
17.11 TX
79927 El Paso
9515 Plaza Circle
38400 Square
Feet
17.12 TX
78501 Hidalgo
1200 East Hackberry Avenue
27500 Square
Feet
17.13 TX
78503 Hidalgo
6200 South 35th Street
24000 Square
Feet
17.14 TX
78503 Hidalgo
3600 West Military Highway
21000 Square
Feet
17.15 TX
78503 Hidalgo
3500 West Millitary Highway
20000 Square
Feet
17.16 TX
78503 Hidalgo
3500 Durango Avenue
21000 Square
Feet
17.17 TX
78503 Hidalgo
7001 South 33rd Street
20000 Square
Feet
17.18 TX
78503 Hidalgo
6412 South 36th Street
20160 Square
Feet
17.19 TX
78503 Hidalgo
6901 South 33rd Street
21190 Square
Feet
19
CA
93940 Monterey
Portola Plaza Hotel
379 Rooms
20.01 Various Various
Various
Zeman Crossed Portfolio
1356 Pads
20
IL
61111, 61115
Winnebago
Forest View
933 Pads
21
IN
46385 Porter
Whispering Sands
329 Pads
22
IL
60411 Cook
Sauk Trail MHC
94 Pads
25
FL
32202 Duval
Everbank Building
207022 Square
Feet
26
Various
Various
Various
Gold's Gym Portfolio
194312 Square
Feet
26.01 KY
40220 Jefferson
Gold's Gym - Taylorsville
67634 Square
Feet
26.02 OH
43230 Franklin
Gold's Gym - New Albany
72417 Square
Feet
26.03 OH
43026 Franklin
Gold's Gym - Hillard
54261 Square
Feet
27
CA
90505 Los
Angeles
Best Buy - Torrence, CA
106970 Square
Feet
28
DC
20009 District
of Columbia
Ellington Plaza
190 Units
30
MI
48377 Oakland
Columbus Corporate Office
130768 Square
Feet
34
AL
36695 Mobile
Timber Ridge Apartments
320 Units
37
NY
10036 New York
1564 Broadway
52657 Square
Feet
41
CA
90278 Los
Angeles
Northrop Grumman - Redondo Beach
99840 Square
Feet
43
CA
92008 San Diego
Carlsbad Commerce Center
145718 Square
Feet
47 MI
48183 Wayne
Southshore Medical
44750 Square
Feet
52
OH
45234 Greene
Wright State Student Apartments
190 Units
57
FL
34209
Manatee
Palma Sola Shopping Center
115809 Square
Feet
59
NJ
07505 Passaic
Alexander Hamilton Plaza
177101 Square
Feet
60
NY
11105 Queens
43-02 Ditmars
83266 Square
Feet
61
TN
38104 Shelby
Mid Memphis Tower
209438 Square
Feet
62
TX
75231 Dallas
7515 Greenville
121441 Square
Feet
66
KS
66210 Johnson
7500 West 110th Street
107748 Square
Feet
68
IN
46322 Lake
Ultra Plaza
166727 Square
Feet
73
TX
77024 Harris
701 N. Post Oak
120887 Square
Feet
77
NJ
07514 Passaic
599 Broadway
117 Units
83
MI
48377 Oakland
Haggerty IV
52756 Square
Feet
87
KY
41094 Boone
Deer Trace MHC
319 Pads
90
TX
75104 Dallas
Lakeridge Shopping Center
130762 Square
Feet
91
TX
77074 Harris
One Sterling Plaza
101076 Square
Feet
92
TX
77036 Harris
Sharpstown Industrial Portfolio I & II 163798
Square Feet
93
IA
50321 Polk
Hampton Inn - Des Moines Airport
121 Rooms
94 TX
77073 Harris
Century Park Apartments
208 Units
95
IN
46032 Hamilton
North Pointe Center - Carmel, IN
108122 Square
Feet
99
WI
53147 Walworth
200 Edwards
50987 Square
Feet
101 OH
44646 Stark
Alco Building
166910 Square
Feet
102 TX
78412 Nueces
Armon Bay Apartments
148 Units
103 VA
22101 Fairfax
PNC Bank - McLean
18000 Square
Feet
105 PA
15238 Allegheny
L-3 Communications
146103 Square
Feet
108 MO
63368 St.
Charles
Gold's Gym - O'Fallon, MO
40285 Square
Feet
110 GA
30157 Paulding
Citizen Square
75432 Square
Feet
111 MO
63304 Saint
Charles
Gold's Gym - St. Peters, MO
39900 Square
Feet
117 KS
66062 Johnson
24 Hour Fitness Olathe
25000 Square
Feet
119 CO
80012 Arapahoe
Circuit City Aurora Colorado
39440 Square
Feet
121 PA
18020
Northampton
Comfort Inn - Bethlehem
112 Rooms
122 NY
12077 Albany
Woodhill Apartments
60 Units
123 FL
33405 Palm Beach
Monceaux
72000 Square
Feet
124 CO
80134 Douglas
Twenty Mile Stadium Theater
32142 Square
Feet
125 PA
19460 Montgomery
Chesterbrook Academy
14890 Square
Feet
127 TX
77067 Harris
Fall Lake Apartments
124 Units
128 FL
33880 Polk
Winter Haven Corners
23434 Square
Feet
132 TX
78373 Nueces
Shops at Port A - Phase I
32700 Square
Feet
133 TX
77018 Harris
2200 North Loop
63449 Square
Feet
135 TX
78363 Kleberg
Bordeaux Apartments
120 Units
136 TX
78226 Bexar
Roselawn
88 Units
137 CA
92562 Riverside
Murrieta
Professional Plaza
19601 Square
Feet
142 GA
30519 Gwinnett
Lazy Boy - Buford, GA
22040 Square
Feet
<CAPTION>
Net Mortgage Original
Maturity/ARD
Rem.
Loan # Interest
Rate (%)
Interest Rate
Balance
Cutoff Balance
Term Rem. Term
Date
Amort. Term
Amort.
------
----------------- ------------- ----------- -------------- ---- --------- ------------ ----------- ------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
6.38350
6.36276
300,000,000
300,000,000 120
120 09/01/17
360 360
1.01
6.38350
30,000,000
30,000,000
120
120 09/01/17
360 360
1.02
6.38350
25,000,000
25,000,000
120
120 09/01/17
360 360
1.03
6.38350
23,500,000
23,500,000
120
120 09/01/17
360 360
1.04
6.38350
22,000,000
22,000,000
120
120 09/01/17
360 360
1.05
6.38350
21,000,000
21,000,000
120
120 09/01/17
360 360
1.06
6.38350
19,000,000
19,000,000
120
120 09/01/17
360 360
1.07
6.38350
18,700,000
18,700,000
120
120 09/01/17
360 360
1.08
6.38350
18,500,000
18,500,000
120
120 09/01/17
360 360
1.09
6.38350
18,100,000
18,100,000
120
120 09/01/17
360 360
1.10
6.38350
17,000,000
17,000,000
120
120 09/01/17
360 360
1.11
6.38350
17,000,000
17,000,000
120
120 09/01/17
360 360
1.12
6.38350
13,000,000
13,000,000
120
120 09/01/17
360 360
1.13
6.38350
12,900,000
12,900,000
120
120 09/01/17
360 360
1.14
6.38350
10,900,000
10,900,000
120
120 09/01/17
360 360
1.15
6.38350
10,000,000
10,000,000
120
120 09/01/17
360 360
1.16
6.38350
10,000,000
10,000,000
120
120 09/01/17
360 360
1.17
6.38350
7,800,000
7,800,000
120
120 09/01/17
360 360
1.18
6.38350
5,600,000
5,600,000
120
120 09/01/17
360 360
2
5.76700
5.74626
246,000,000
246,000,000 120
118 07/01/17
0
0
3
6.01300
5.99226
141,150,000
141,150,000 120
118 07/01/17
0
0
4
5.82000
5.79926
139,411,765
139,411,765 84
82 07/01/14
0
0
5.01
6.06700
107,323,000
107,323,000
5
6.06700
6.04626
27,330,000
27,330,000 72
72 10/01/13
0
0
6
6.06700 6.04626
22,800,000
22,800,000 84
84 10/01/14
0
0
7
6.06700
6.04626
17,166,000
17,166,000 60
60 10/01/12
0
0
8
6.06700
6.04626
14,050,000
14,050,000 60
60 10/01/12
0
0
9
6.06700
6.04626
12,741,000
12,741,000 60
60 10/01/12
0
0
10
6.06700
6.04626 6,960,000
6,960,000 60
60 10/01/12
0
0
11
6.06700
6.04626 2,820,000
2,820,000 84
84 10/01/14
0
0
12
6.06700
6.04626 2,340,000
2,340,000 84
84 10/01/14
0
0
13
6.06700
6.04626 1,116,000
1,116,000 84
84 10/01/14
0
0
14
6.38300
6.35226
67,709,413
67,709,413
120
119 08/01/17
0
0
14.01
6.38300
6,503,750
6,503,750
120
119 08/01/17
0
0
14.02
6.38300
3,977,500
3,977,500
120
119 08/01/17
0
0
14.03
6.38300
3,397,000
3,397,000
120
119 08/01/17
0
0
14.04
6.38300
3,332,500
3,332,500
120
119 08/01/17
0
0
14.05
6.38300
3,249,725
3,249,725
120
119 08/01/17
0
0
14.06
6.38300
3,085,250
3,085,250
120
119 08/01/17
0
0
14.07
6.38300
2,990,650
2,990,650
120
119 08/01/17
0
0
14.08
6.38300
2,838,000
2,838,000
120
119 08/01/17
0
0
14.09
6.38300
2,805,750
2,805,750
120
119 08/01/17
0
0
14.10
6.38300
2,687,500
2,687,500
120
119 08/01/17
0
0
14.11
6.38300
2,569,250
2,569,250
120
119 08/01/17
0
0
14.12
6.38300
2,402,625
2,402,625
120
119 08/01/17
0
0
14.13
6.38300
1,935,000
1,935,000
120
119 08/01/17
0
0
14.14
6.38300
1,838,250
1,838,250
120
119 08/01/17
0
0
14.15
6.38300
1,773,750
1,773,750
120
119 08/01/17
0
0
14.16
6.38300
1,666,250
1,666,250
120
119 08/01/17
0
0
14.17
6.38300
1,612,500
1,612,500
120
119
08/01/17
0
0
14.18
6.38300
1,612,500
1,612,500
120
119 08/01/17
0
0
14.19
6.38300
1,526,500
1,526,500
120
119 08/01/17
0
0
14.20
6.38300
1,451,250
1,451,250
120
119 08/01/17
0
0
14.21
6.38300
1,419,000
1,419,000
120
119 08/01/17
0
0
14.22
6.38300
1,268,500
1,268,500
120
119 08/01/17
0
0
14.23
6.38300
1,268,500
1,268,500
120
119 08/01/17
0
0
14.24
6.38300
1,187,875
1,187,875
120
119 08/01/17
0
0
14.25
6.38300
1,092,200
1,092,200
120
119 08/01/17
0
0
14.26
6.38300
1,042,750
1,042,750
120
119 08/01/17
0
0
14.27
6.38300
987,925
987,925
120
119 08/01/17
0
0
14.28
6.38300
852,475
852,475
120
119 08/01/17
0
0
14.29
6.38300
798,188
798,188
120
119 08/01/17
0
0
14.30
6.38300
780,450
780,450
120
119 08/01/17
0
0
14.31
6.38300
760,563
760,563
120
119 08/01/17
0
0
14.32
6.38300
599,313
599,313
120
119 08/01/17
0
0
14.33
6.38300
569,750
569,750
120
119 08/01/17
0
0
14.34
6.38300
462,250
462,250
120
119 08/01/17
0
0
14.35
6.38300
413,875
413,875
120
119 08/01/17
0
0
14.36
6.38300
387,000
387,000
120
119 08/01/17
0
0
14.37
6.38300
387,000
387,000
120
119 08/01/17
0
0
14.38
6.38300
176,300
176,300
120
119 08/01/17
0
0
15
6.21700
6.19626
60,750,000
60,750,000
120
120 09/01/17
360 360
16
5.79100
5.77026
52,200,000
52,200,000
120
118 07/01/17
360 360
17
6.45450
6.42746
49,000,000
49,000,000
120
119 08/01/17
360 360
17.01
6.45450
12,854,215
12,854,215
120
119 08/01/17
360 360
17.02
6.45450
6,694,823
6,694,823
120
119 08/01/17
360 360
17.03
6.45450
5,671,505
5,671,505
120
119 08/01/17
360 360
17.04
6.45450
3,253,886
3,253,886
120
119 08/01/17
360 360
17.05
6.45450
2,603,889
2,603,889
120
119 08/01/17
360
360
17.06
6.45450
2,174,453
2,174,453
120
119 08/01/17
360 360
17.07
6.45450
2,171,336
2,171,336
120
119 08/01/17
360 360
17.08
6.45450
1,766,061
1,766,061
120
119 08/01/17
360 360
17.09
6.45450
1,726,313
1,726,313
120
119 08/01/17
360
360
17.10
6.45450
1,589,144
1,589,144
120
119 08/01/17
360 360
17.11
6.45450
1,477,693
1,477,693
120
119 08/01/17
360 360
17.12
6.45450
1,440,283
1,440,283
120
119 08/01/17
360 360
17.13
6.45450
1,071,639
1,071,639
120
119 08/01/17
360 360
17.14
6.45450
918,103
918,103
120
119 08/01/17
360 360
17.15
6.45450
803,535
803,535
120
119 08/01/17
360 360
17.16
6.45450
736,508
736,508
120
119 08/01/17
360 360
17.17
6.45450
695,981
695,981
120
119 08/01/17
360 360
17.18
6.45450
688,187
688,187
120
119 08/01/17
360 360
17.19
6.45450
662,446
662,446
120 119
08/01/17
360 360
19
5.44650
5.42576
40,000,000
40,000,000
120
119 08/01/17
0
0
20.01
6.51700
39,005,000
39,005,000
60
59 08/01/12
360 360
20
6.51700
6.49626
30,874,000
30,874,000 60
59 08/01/12
360 360
21
6.51700
6.49626 6,241,000
6,241,000 60
59 08/01/12
360 360
22
6.51700
6.49626 1,890,000
1,890,000 60
59 08/01/12
360 360
25
6.21950
6.18876
38,800,000
38,800,000
120
119 08/01/17
360 360
26
6.71350
6.66076
29,425,000
29,425,000
120
120 10/01/17
300 300
26.01
6.71350
10,825,000
10,825,000
120
120 10/01/17
300 300
26.02
6.71350
10,250,000
10,250,000
120
120 10/01/17
300 300
26.03
6.71350
8,350,000
8,350,000
120
120 10/01/17
300 300
27
6.30430
6.28356
28,700,000
28,700,000
120
120 09/01/17
360 360
28
5.82100
5.76026
27,300,000
27,300,000
120
108 09/01/16
360 360
30
6.46550
6.44476
24,000,000
24,000,000
144
144 09/01/19
264 264
34
6.46000
6.43926
20,425,000
20,425,000 60
60 09/01/12
360 360
37
5.58100
5.56026
20,000,000
20,000,000
120
120 09/01/17
360 360
41
6.36950
6.34876
17,300,000
17,287,021
120
119 08/01/17
360 359
43
6.36400
6.34326
16,300,000
16,300,000
120
120 09/01/17
360 360
47
6.57450
6.51376
14,800,000
14,800,000
120
119 08/01/17
360 360
52
6.18000
6.15926
13,000,000
12,989,729
120
119 08/01/17
360 359
57
6.51400
6.49326
12,250,000
12,250,000
120
120 09/01/17
360 360
59
6.33550
6.31476
12,000,000
12,000,000
120
119 08/01/17
360 360
60
6.41400
6.39326
12,000,000
12,000,000
120
120 09/01/17
360 360
61
5.86400
5.84326
11,700,000
11,700,000 60
54 03/01/12
0
0
62
6.53270
6.51196
11,700,000
11,700,000
120
119 08/01/17
360 360
66
6.56250
6.54176
10,540,000
10,540,000
120
120 09/01/17
360 360
68
6.36250
6.34176
10,250,000
10,250,000
120
119 08/01/17
360 360
73
6.55000
6.52926 9,600,000
9,600,000
120
120 09/01/17
360 360
77
6.30450
6.28376 9,000,000
9,000,000
120
119 08/01/17
360 360
83
6.38950
6.36876 8,125,000
8,125,000
120
120 09/01/17
300 300
87
6.35350
6.33276 7,900,000
7,900,000
120
120 09/01/17
360 360
90
6.25000
6.22926 7,550,000
7,550,000
180
180 09/01/22
180 180
91
6.65050
6.62976 7,425,000
7,425,000
120
120 10/01/17
360 360
92
6.63600
6.61526 7,250,000
7,250,000
120
120 10/01/17
360
360
93
6.43000
6.40926 7,200,000
7,200,000 60
60 10/01/12
360 360
94
5.56000
5.53926 7,200,000
7,200,000
120
118 07/01/17
360 360
95
5.98900
5.96826 7,050,000
7,050,000
120
117 06/01/17
360 360
99
6.56850
6.54776 6,600,000
6,600,000
120
120 09/01/17
360 360
101
6.65000
6.62926 6,500,000
6,500,000
120
120 09/01/17
240 240
102
5.56000
5.53926 6,440,000
6,440,000
120
118 07/01/17
360 360
103
6.54200
6.52126 6,300,000
6,300,000
120
120 09/01/17
360 360
105
6.31150
6.29076 6,000,000
6,000,000 60
60 09/01/12
360 360
108
6.08800
6.06726 5,425,000
5,425,000
120
120 09/01/17
0
0
110
6.27350
6.25276 5,300,000
5,300,000 60
60 10/01/12
360 360
111
5.90800
5.88726 5,250,000
5,250,000
122
121 10/01/17
360 360
117
6.15000
6.12926 4,816,500
4,816,500
120
120 09/01/17
0
0
119
6.62200
6.60126 4,777,000
4,777,000
120
120 09/01/17
0
0
121
6.50150
6.48076 4,700,000
4,693,183 60
58 07/01/12
360 358
122
6.49500
6.47426 4,600,000
4,600,000
120
120 09/01/17
360 360
123
6.36700
6.29626 4,600,000
4,600,000
120
119 08/01/17
360 360
124
6.76650
6.74576 4,400,000
4,400,000
120
120 09/01/17
300 300
125
6.45700
6.39626 4,300,000
4,300,000 84
83 08/01/14
360 360
127
5.87700
5.85626 4,200,000
4,200,000 60
57 06/01/12
0
0
128
6.54550
6.53476 4,000,000
4,000,000
120
119 08/01/17
360 360
132
6.15000
6.03926 3,800,000
3,792,570
240
239 08/01/27
240 239
133
6.23450
6.21376
3,565,000
3,565,000
120
120 09/01/17
360 360
135
6.41850
6.39776 3,000,000
3,000,000
120
118 07/01/17
360 360
136
6.12550
6.10476 2,983,000
2,983,000
120
117 06/01/17
0
0
137
6.35350
6.33276 2,700,000
2,700,000
120
120 09/01/17
0
0
142
6.70000
6.67926 2,437,500
2,437,500
120
120 09/01/17
228 228
<CAPTION>
Monthly
Debt
Servicing
ARD Step
Crossed
Loan # Service
Fee
Rate
Accrual Type ARD
(Y/N) Up (%)
Title Type Loan
Guarantor
------ ---------
---------
------------
---------
--------
-------------
-------
-----------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
1,873,278
0.02000
Actual/360 No
Fee
CPT Manager Limited, Centro
Properties Limited
1.01
Actual/360 No
Fee
1.02
Actual/360 No
Fee
1.03
Actual/360 No
Fee
1.04
Actual/360 No
Fee
1.05
Actual/360 No
Fee
1.06
Actual/360 No
Fee
1.07
Actual/360
No
Fee
1.08
Actual/360 No
Fee
1.09
Actual/360 No
Fee
1.10
Actual/360 No
Fee
1.11
Actual/360 No
Fee
1.12
Actual/360 No
Fee
1.13
Actual/360 No
Fee
1.14
Actual/360 No
Fee
1.15
Actual/360 No
Fee
1.16
Actual/360 No
Fee
1.17
Actual/360
No
Fee
1.18
Actual/360 No
Fee
2
1,198,655
0.02000
Actual/360 No
Fee
SPG ML Holdings, LLC, SPG-FMC
Holdings I, LLC, The Mills
Limited Partnership
3
717,102 0.02000
Actual/360
No
Fee
John M. Kane
4
685,538 0.02000
Actual/360
No
Fee
Sunrise Mills (MLP) Limited
Partnership, Sawgrass Mills Phase
II Limited Partnership, Sawgrass
Mills Phase III Limited
Partnership, Sawgrass Mills IV,
LLC and The Mills Limited
Partnership
5.01 550,143
Actual/360 No
Fee
Colony Realty Partners II REIT
5
140,095 0.02000
Actual/360
No
Fee
A
Colony Realty Partners II REIT
6
116,874 0.02000
Actual/360
No
Fee
A
Colony Realty Partners II REIT
7
87,994
0.02000
Actual/360 No
Fee
A
Colony Realty Partners II REIT
8
72,021
0.02000
Actual/360 No
Fee
A
Colony Realty Partners II REIT
9
65,311
0.02000
Actual/360 No
Fee
A
Colony Realty Partners II REIT
10
35,677
0.02000
Actual/360 No
Fee
A
Colony Realty Partners II REIT
11
14,455
0.02000
Actual/360 No
Fee
A
Colony Realty Partners II REIT
12
11,995
0.02000
Actual/360 No
Fee
A
Colony Realty Partners II REIT
13
5,721 0.02000
Actual/360
No
Fee
A
Colony Realty Partners II REIT
14
365,160 0.03000
Actual/360
No
Fee
Clayton Dubilier & Rice, Inc.,
Kohlberg Kravis Roberts & Co. L.P.
14.01
Actual/360 No
Fee
14.02
Actual/360 No
Fee
14.03
Actual/360 No
Fee
14.04
Actual/360 No
Fee
14.05
Actual/360 No
Fee
14.06
Actual/360 No
Fee
14.07
Actual/360 No
Fee
14.08
Actual/360 No
Fee
14.09
Actual/360 No
Fee
14.10
Actual/360 No
Fee
14.11
Actual/360 No
Fee
14.12
Actual/360 No
Fee
14.13
Actual/360 No
Fee
14.14
Actual/360 No
Fee
14.15
Actual/360 No
Fee
14.16
Actual/360 No
Fee
14.17
Actual/360 No
Fee
14.18
Actual/360 No
Fee
14.19
Actual/360 No
Fee
14.20
Actual/360 No
Fee
14.21
Actual/360 No
Fee
14.22
Actual/360 No
Fee
14.23
Actual/360 No
Fee
14.24
Actual/360 No
Fee
14.25
Actual/360 No
Fee
14.26
Actual/360 No
Fee
14.27
Actual/360 No
Fee
14.28
Actual/360 No
Fee
14.29
Actual/360
No
Fee
14.30
Actual/360 No
Fee
14.31
Actual/360 No
Fee
14.32
Actual/360 No
Fee
14.33
Actual/360 No
Fee
14.34
Actual/360 No
Fee
14.35
Actual/360 No
Fee
14.36
Actual/360 No
Fee
14.37
Actual/360 No
Fee
14.38
Actual/360 No
Fee
15
372,745 0.02000
Actual/360
No
Fee
Charles Stein, Dennis Udwin
16
305,986 0.02000
Actual/360
No
Fee
HGGP Capital II, LLC
17
308,249 0.02630
Actual/360
No
Fee/Leasehold
STF Titan, Inc., Ben F. Spencer,
Ron W. Mills, Kevin L. Reid
17.01
Actual/360 No
Fee/Leasehold
17.02
Actual/360 No
Fee/Leasehold
17.03
Actual/360 No
Fee/Leasehold
17.04
Actual/360 No
Fee/Leasehold
17.05
Actual/360 No
Fee/Leasehold
17.06
Actual/360 No
Fee/Leasehold
17.07
Actual/360 &nb
