EXHIBIT 10.2
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
CIBC INC.
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 28, 2007
$785,223,776
Fixed Rate Mortgage Loans
Series 2007-CIBC20
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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 CIBC Inc., as
seller
("CIBC" or the "Seller").
Capitalized terms used in this Agreement not defined herein shall
have the
meanings ascribed to them in the pooling and servicing agreement,
dated as of
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
Purchase
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 $489,951.44,
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 $804,886,955.45 (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 Delaware corporation duly organized, validly
existing,
and in good
standing under the laws of the State of Delaware;
(ii) it has the power and authority to own its property and to
carry
on its
business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is duly qualified to transact business in the State of
New
York. The
Seller is in compliance with the laws of each state in which
any
Mortgaged
Property is located to the extent necessary so that a
subsequent
holder of
the related Mortgage Loan (including, without limitation, the
Purchaser)
that is in compliance with the laws of such state would not be
prohibited
from enforcing such Mortgage Loan solely by reason of any
non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement by
the
Seller has
been duly authorized by all requisite action by the Seller's
board of
directors and will not violate or breach any provision of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by the
Seller and
constitutes a legal, valid and binding obligation of the
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which the
Seller is a party or of which any property of the Seller is the
subject which, if
determined adversely to the Seller, would reasonably be
expected
to adversely affect (A) the transfer of the Mortgage Loans and
the
Mortgage Loan documents, (B) the execution and delivery by the
Seller
or
enforceability against the Seller of the Mortgage Loans or this
Agreement,
or (C) the performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished
by the Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would
be, in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the Mortgage Loans and the performance by the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated will not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which the Seller is bound or to which any of the property or
assets
of the
Seller is subject, nor will any such action result in any
violation
of the
provisions of any applicable law or statute or any order, rule
or
regulation
of any court or governmental agency or body having jurisdiction
over the
Seller, or any of its properties, except for conflicts,
breaches,
defaults
and violations which individually and in the aggregate would
not
have a
material adverse effect on the transactions contemplated
herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body is
required
for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has been
obtained
or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser
or the Dealers) that may be entitled to any commission or
compensation in connection with the sale or purchase of the
Mortgage Loans
or
entering into this Agreement or (B) paid in full any such
commission or
compensation;
(xi) it is solvent and the sale of the Mortgage Loans hereunder
will
not cause
it to become insolvent; and the sale of the Mortgage Loans is
not
undertaken with the intent to hinder, delay or defraud any of
the
Seller's
creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser
(or with
respect to any Companion Loan that is deposited into an Other
Securitization, the depositor in such Other Securitization) and the
Paying
Agent with
any Additional Form 10-D Disclosure and any Additional Form
10-K
Disclosure which the Purchaser is required to provide with respect
to
the Seller
in its capacity as a "sponsor" pursuant to Exhibit Y and
Exhibit Z
of the Pooling and Servicing Agreement within the time periods
set forth
in the Pooling and Servicing Agreement.
(b) The
Purchaser represents and warrants to the Seller as of the
Closing
Date that:
(i) it is a corporation duly organized, validly existing, and
in
good standing in
the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all
jurisdictions in which ownership or lease of its property or
the
conduct of
its business requires such qualification, except where the
failure to
be so qualified would not have a material adverse effect on the
Purchaser,
and the Purchaser is conducting its business so as to comply in
all
material respects with the applicable statutes, ordinances, rules
and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions hereof,
will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument to which the Purchaser is a party or by
which
it is
bound, or (B) result in the creation or imposition of any lien,
charge or
encumbrance upon any of the Purchaser's property pursuant to
the
terms of
any such indenture, mortgage, contract or other instrument;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the
Purchaser enforceable against it in accordance with its terms
(except as
enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which
the
Purchaser is a party or of which any property of the Purchaser is
the
subject
which, if determined adversely to the Purchaser, might
interfere
with or
adversely affect the consummation of the transactions
contemplated
herein and in the
Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or
contemplated
by
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of
any court
or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent
or
other
person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation
in
connection
with the sale of the Mortgage Loans or the consummation of any
of the
transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of
or with
any court or governmental agency or body, if any, required for
the
execution,
delivery and performance of this Agreement by the Purchaser
have been
obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States
Secrecy Act, the United States Money Laundering Control Act of
1986
or the
United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The
Seller further makes the representations and warranties as to
the
Mortgage Loans set forth in Exhibit B as of the Closing Date (or as
of such
other date specifically provided in the particular representation
or warranty),
which representations and warranties are subject to the exceptions
thereto set
forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files,
Servicing Files, or any other documents required to be delivered
under Section
2.01 of the Pooling and Servicing Agreement, nor the review thereof
or any other
due diligence by the Trustee, Master Servicer, Special Servicer, a
Certificate
Owner or any other Person shall relieve the Seller of any liability
or
obligation with respect to any representation or warranty or
otherwise under
this Agreement or constitute notice to any Person of a Breach or
Defect.
(d)
Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
a Mortgage
Loan, the related Mortgaged Property or the interests of the
Trustee or any
Certificateholder therein.
(e) Upon
notice pursuant to Section 6(d) above, the Seller shall, not
later than 90 days from the earlier of the Seller's receipt of the
notice or, in
the case of a Defect or Breach relating to a Mortgage Loan not
being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the Master Servicer for deposit into the Certificate
Account, any
Substitution Shortfall Amount (as defined below) in connection
therewith;
provided, however, that, if such Breach or Defect is capable of
being cured but
not within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Trustee setting forth the reason such Breach or Defect is not
capable of
being cured within the Initial Resolution Period and what actions
the Seller is
pursuing in connection with the cure thereof and stating that the
Seller
anticipates that such Breach or Defect will be cured within the
Extended
Resolution Period. Notwithstanding the foregoing, any Defect or
Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within
the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of
Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective
mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and
adversely
affect the interests of the holders of the Certificates therein,
and such
Mortgage Loan shall be repurchased or a Qualified Substitute
Mortgage Loan
substituted in lieu thereof without regard to the extended cure
period described
in the preceding sentence. If the affected Mortgage Loan is to be
repurchased,
the Seller shall remit the Repurchase Price (defined below) in
immediately
available funds to the Trustee.
If any
Breach pertains to a representation or warranty that the
related
Mortgage Loan documents or any particular Mortgage Loan document
requires the
related Mortgagor to bear the costs and expenses associated with
any particular
action or matter under such Mortgage Loan document(s), then Seller
shall not be
required to repurchase such Mortgage Loan and the sole remedy with
respect to
any Breach of such representation shall be to cure such Breach
within the
applicable cure period (as the same may be extended) by reimbursing
the Trust
Fund (by wire transfer of immediately available funds) the
reasonable amount of
any such costs and expenses incurred by the Master Servicer, the
Special
Servicer, the Trustee or the Trust Fund that are the basis of such
Breach and
have not been reimbursed by the related Mortgagor; provided,
however, that in
the event any such costs and expenses exceed $10,000, the Seller
shall have the
option to either repurchase or substitute for the related Mortgage
Loan as
provided above or pay such costs and expenses. Except as provided
in the proviso
to the immediately preceding sentence, the Seller shall remit the
amount of such
costs and expenses and upon its making such remittance, the Seller
shall be
deemed to have cured such Breach in all respects. To the extent any
fees or
expenses that are the subject of a cure by the Seller are
subsequently obtained
from the related Mortgagor, the portion of the cure payment equal
to such fees
or expenses obtained from the Mortgagor shall be returned to the
Seller pursuant
to Section 2.03(f) of the Pooling and Servicing Agreement.
Any of the
following will cause a document in the Mortgage File to be
deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro forma or specimen
title insurance
policy) called for by clause (ix) of the definition of "Mortgage
File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage
File of any
required letter of credit; (e) with respect to any leasehold
mortgage loan, the
absence from the related Mortgage File of a copy (or an original,
if available)
of the related Ground Lease; or (f) the absence from the Mortgage
File of any
intervening assignments required to create a complete chain of
assignments to
the Trustee on behalf of the Trust, unless there is included in the
Mortgage
File a certified copy of the intervening assignment and a
certificate stating
that the original intervening assignments were sent for
recordation; provided,
however, that no Defect (except a Defect previously described in
clauses (a)
through (f) above) shall be considered to materially and adversely
affect the
value of the related Mortgage Loan, the related Mortgaged Property
or the
interests of the Trustee or Certificateholders unless the document
with respect
to which the Defect exists is required in connection with an
imminent
enforcement of the Mortgagee's rights or remedies under the related
Mortgage
Loan, defending any claim asserted by any borrower or third party
with respect
to the Mortgage Loan, establishing the validity or priority of any
lien on any
collateral securing the Mortgage Loan or for any immediate
significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed
escrow
instructions or a commitment to issue a lender's title insurance
policy, as
provided in clause (ix) of the definition of "Mortgage File" in the
Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy
of lender's
title insurance, shall not be considered a Defect or Breach with
respect to any
Mortgage File if such actual policy is delivered to the Trustee or
a Custodian
on its behalf within 18 months from the Closing Date.
If (i) any
Mortgage Loan is required to be repurchased or substituted for
in the manner described in the first paragraph of this Section
6(e), (ii) such
Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect or
Breach does
not constitute a Defect or Breach, as the case may be, as to any
other Crossed
Loan in such Crossed Group (without regard to this paragraph), then
the
applicable Defect or Breach, as the case may be, will be deemed to
constitute a
Defect or Breach, as the case may be, as to each other Crossed Loan
in the
Crossed Group for purposes of this paragraph, and the Seller will
be required to
repurchase or substitute for all of the remaining Crossed Loans in
the related
Crossed Group as provided in the first paragraph of this Section
6(e) unless
such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan
Repurchase Criteria and satisfy all other criteria for substitution
and
repurchase of Mortgage Loans set forth herein. In the event that
the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either
to repurchase or substitute for only the affected Crossed Loan as
to which the
related Breach or Defect exists or to repurchase or substitute for
all of the
Crossed Loans in the related Crossed Group. The Seller shall be
responsible for
the cost of any Appraisal required to be obtained to determine if
the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope
and cost of
such Appraisal has been approved by the Seller (such approval not
to be
unreasonably withheld).
To the
extent that the Seller is required to repurchase or substitute
for
a Crossed Loan hereunder in the manner prescribed above while the
Trustee
continues to hold any other Crossed Loans in such Crossed Group,
neither the
Seller nor the Purchaser shall enforce any remedies against the
other's Primary
Collateral, but each is permitted to exercise remedies against the
Primary
Collateral securing its respective Crossed Loans, including with
respect to the
Trustee, the Primary Collateral securing Crossed Loans still held
by the
Trustee.
If the
exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Purchaser shall forbear from exercising such remedies until the
Mortgage
Loan documents evidencing and securing the relevant Crossed Loans
can be
modified in a manner that complies with this Agreement to remove
the threat of
material impairment as a result of the exercise of remedies or some
other
accommodation can be reached. Any reserve or other cash collateral
or letters of
credit securing the Crossed Loans shall be allocated between such
Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis
based upon their outstanding Stated Principal Balances.
Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified
to terminate
the related cross-collateralization and/or cross-default
provisions, as a
condition to such modification, the Seller shall furnish to the
Trustee an
Opinion of Counsel that any modification shall not cause an Adverse
REMIC Event.
Any expenses incurred by the Purchaser in connection with such
modification or
accommodation (including but not limited to recoverable attorney
fees) shall be
paid by the Seller.
The
"Repurchase Price" with respect to any Mortgage Loan or REO Loan to
be
repurchased pursuant to this Agreement and Section 2.03 of the
Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A
"Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
A
"Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO
Loan to be substituted pursuant to this Agreement and Section 2.03
of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In
connection with any repurchase or substitution of one or more
Mortgage
Loans contemplated hereby, (i) the Purchaser shall execute and
deliver, or cause
the execution and delivery of, such endorsements and assignments,
without
recourse to the Trust, as shall be necessary to vest in the Seller
the legal and
beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to
the Seller of all portions of the Mortgage File and other documents
pertaining
to such Mortgage Loan possessed by the Trustee, or on the Trustee's
behalf, and
(iii) the Purchaser shall release, or cause to be released, to the
Seller any
escrow payments and reserve funds held by the Trustee, or on the
Trustee's
behalf, in respect of such repurchased or replaced Mortgage
Loans.
(f) The
representations and warranties of the parties hereto shall
survive
the execution and delivery and any termination of this Agreement
and shall inure
to the benefit of the respective parties, notwithstanding any
restrictive or
qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the
examination of the Mortgage Files.
(g) Each
party hereby agrees to promptly notify the other party of any
breach of a representation or warranty contained in this Section 6.
The Seller's
obligation to cure any Breach or Defect or repurchase or substitute
any affected
Mortgage Loan pursuant to Section 6(e) shall constitute the sole
remedy
available to the Purchaser in connection with a Breach or Defect.
It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes; provided, however, that no limitation
of remedy is
implied with respect to the Seller's breach of its obligation to
cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7.
Conditions to Closing. The obligations of the Purchaser to
purchase the Mortgage Loans shall be subject to the satisfaction,
on or prior to
the Closing Date, of the following conditions:
(a) Each
of the obligations of the Seller required to be performed by it
at or prior to the Closing Date pursuant to the terms of this
Agreement shall
have been duly performed and complied with and all of the
representations and
warranties of the Seller under this Agreement shall be true and
correct in all
material respects as of the Closing Date, and no event shall have
occurred as of
the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of the
Seller substantially in the form of Exhibit D.
(b) The
Purchaser shall have received the following additional closing
documents:
(i) copies of the Seller's certificate of incorporation and
by-laws,
certified
as of a recent date by the Assistant Secretary of the Seller;
(ii) a certificate as of a recent date of the Secretary of State
of
the State
of Delaware to the effect that the Seller is duly organized,
existing
and in good standing in the State of Delaware;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to the Purchaser and its counsel, substantially to the
effect
that:
(A) the Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
(B) the Seller has the corporate power to conduct its business
as now conducted and to incur and perform its obligations under
this
Agreement and the Indemnification Agreement;
(C)
all necessary corporate or other action has been taken by
the Seller to authorize the execution, delivery and performance
of
this Agreement and the Indemnification Agreement by the Seller
and
this Agreement is a legal, valid and binding agreement of the
Seller
enforceable against the Seller, whether such enforcement is
sought
in a procedure at law or in equity, except to the extent such
enforcement may be limited by bankruptcy or other similar
creditors'
laws or principles of equity and public policy considerations
underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions
of
the Agreement which purport to provide indemnification with
respect
to securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and
the
Indemnification Agreement do not and will not conflict with the
Seller's certificate of incorporation or by-laws or conflict with
or
result in the breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust,
loan agreement or other material agreement or instrument to
which
the Seller is a party or by which the Seller is bound, or to
which
any of the property or assets of the Seller is subject or
violate
any provisions of law or conflict with or result in the breach
of
any order of any court or any governmental body binding on the
Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or
to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement
or
(ii) would, if decided adversely to the Seller, either
individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification
Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with the State of Delaware
or
federal court or governmental agency or body is required for
the
consummation by the Seller of the transactions contemplated by
this
Agreement and the Indemnification Agreement, except such
consents,
approvals, authorizations, orders, licenses, registrations or
qualifications as have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing
has come
to such counsel's attention that would lead such counsel to
believe
that the Prospectus Supplement as of the date thereof or as of
the
Closing
Date contains, with respect to the Seller or the Mortgage
Loans,
any untrue
statement of a material fact or omits to state a material fact
necessary
in order to make the statements therein relating to the Seller
or the
Mortgage Loans, in the light of the circumstances under which
they
were made,
not misleading.
(c) The
Offered Certificates shall have been concurrently issued and
sold
pursuant to the terms of the Underwriting Agreement. The Private
Certificates
shall have been concurrently issued and sold pursuant to the terms
of the
Certificate Purchase Agreement.
(d) The
Seller shall have executed and delivered concurrently herewith
the
Indemnification Agreement.
(e) The
Seller shall furnish the Purchaser with such other certificates
of
its officers or others and such other documents and opinions to
evidence
fulfillment of the conditions set forth in this Agreement as the
Purchaser and
its counsel may reasonably request.
SECTION 8.
Closing. The closing for the purchase and sale of the Mortgage
Loans shall take place at the office of Cadwalader, Wickersham
& Taft LLP, New
York, New York, at 10:00 a.m., on the Closing Date or such other
place and time
as the parties shall agree. The parties hereto agree that time is
of the essence
with respect to this Agreement.
SECTION 9.
Expenses. The Seller will pay its pro rata share (the Seller's
pro rata share to be determined according to the percentage that
the aggregate
principal balance as of the Cut-off Date of all the Mortgage Loans
represents in
proportion to the aggregate principal balance as of the Cut-off
Date of all the
mortgage loans to be included in the Trust Fund) of all costs and
expenses of
the Purchaser in connection with the transactions contemplated
herein,
including, but not limited to: (i) the costs and expenses of the
Purchaser in
connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses
of reproducing and delivering the Pooling and Servicing Agreement
and this
Agreement and printing (or otherwise reproducing,) and delivering
the
Certificates; (iii) the reasonable and documented fees, costs and
expenses of
the Trustee and its counsel incurred in connection with the Trustee
entering
into the Pooling and Servicing Agreement; (iv) the fees and
disbursements of a
firm of certified public accountants selected by the Purchaser and
the Seller
with respect to numerical information in respect of the Mortgage
Loans and the
Certificates included in the Prospectus, any Free Writing
Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in
the
Indemnification Agreement) and any related 8-K Information (as
defined in the
Underwriting Agreement), or items similar to the 8-K Information,
including the
cost of obtaining any "comfort letters" with respect to such items;
(v) the
costs and expenses in connection with the qualification or
exemption of the
Certificates under state securities or blue sky laws, including
filing fees and
reasonable fees and disbursements of counsel in connection
therewith; (vi) the
costs and expenses in connection with any determination of the
eligibility of
the Certificates for investment by institutional investors in any
jurisdiction
and the preparation of any legal investment survey, including
reasonable fees
and disbursements of counsel in connection therewith; (vii) the
costs and
expenses in connection with printing (or otherwise reproducing) and
delivering
the Registration Statement, the Prospectus, the Memoranda and any
Free Writing
Prospectus, and the reproduction and delivery of this Agreement and
the
furnishing to the Underwriters of such copies of the Registration
Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood, LLP, counsel to the
Underwriters and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION
10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION
11. Governing Law. This Agreement shall be construed in
accordance
with the laws of the State of New York without regard to conflicts
of law
principles and the obligations, rights and remedies of the parties
hereunder
shall be determined in accordance with such laws.
SECTION
12. No Third-Party Beneficiaries. The parties do not intend the
benefits of this Agreement to inure to any third party except as
expressly set
forth in Section 13.
SECTION
13. Assignment. The Seller hereby acknowledges that the
Purchaser
has, concurrently with the execution hereof, executed and delivered
the Pooling
and Servicing Agreement and that, in connection therewith, it has
assigned its
rights hereunder to the Trustee for the benefit of the
Certificateholders to the
extent set forth in the Pooling and Servicing Agreement. The Seller
hereby
acknowledges its obligations, including that of expense
reimbursement, pursuant
to Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. This
Agreement shall bind and inure to the benefit of, and be
enforceable by, the
Seller, the Purchaser and their permitted successors and permitted
assigns. The
warranties and representations and the agreements made by the
Seller herein
shall survive delivery of the Mortgage Loans to the Trustee until
the
termination of the Pooling and Servicing Agreement.
SECTION
14. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given
upon receipt by
the intended recipient if personally delivered at or couriered,
sent by
facsimile transmission or mailed by first class or registered mail,
postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Emanuel Chrysoulakis, Vice President, telecopy number (212)
834-6593, (ii) in
the case of the Seller, CIBC Inc., 300 Madison Avenue, 8th Floor,
New York, New
York 10017, Attention: Real Estate Finance Group, telecopy number:
(212)
667-5676 and (iii) in the case of any of the preceding parties,
such other
address as may hereafter be furnished to the other party in writing
by such
parties.
SECTION
15. Amendment. This Agreement may be amended only by a written
instrument which specifically refers to this Agreement and is
executed by the
Purchaser and the Seller; provided, however, that unless such
amendment is to
cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment
shall be permitted unless each Rating Agency has delivered a
written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION
16. Counterparts. This Agreement may be executed in any number
of
counterparts, and by the parties hereto in separate counterparts,
each of which
when executed and delivered shall be deemed to be an original and
all of which
taken together shall constitute one and the same instrument.
SECTION
17. Exercise of Rights. No failure or delay on the part of any
party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. No notice to or demand on
any party in
any case shall entitle such party to any other or further notice or
demand in
similar or other circumstances, or constitute a waiver of the right
of either
party to any other or further action in any circumstances without
notice or
demand.
SECTION
18. No Partnership. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the
parties hereto.
Nothing herein contained shall be deemed or construed as creating
an agency
relationship between the Purchaser and the Seller and neither party
shall take
any action which could reasonably lead a third party to assume that
it has the
authority to bind the other party or make commitments on such
party's behalf.
SECTION
19. Miscellaneous. This Agreement supersedes all prior
agreements
and understandings relating to the subject matter hereof. Neither
this Agreement
nor any term hereof may be changed, waived, discharged or
terminated orally, but
only by an instrument in writing signed by the party against whom
enforcement of
the change, waiver, discharge or termination is sought.
* * * * * *
<PAGE>
IN WITNESS
WHEREOF, the Purchaser and the Seller have caused their names
to be signed hereto by their respective officers thereunto duly
authorized as of
the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Emanuel Chrysoulakis
------------------------------------
Name: Emanuel Chrysoulakis
Title: Vice President
CIBC
INC.
By: /s/ Todd H. Roth
------------------------------------
Name: Todd H. Roth
Title:
Authorized Signatory
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-CIBC20
Mortgage Loan Schedule (CIBC)
<TABLE>
<CAPTION>
Originator/
Loan # Loan
Seller Mortgagor
Name
Property Address
------
-----------
----------------------------------------------------
--------------------------------------------
<S> <C>
<C>
<C>
18
CIBC
RP Baldwin Retail, LLC
4815, 4846, 4851, 4915 and 4926
New Broad Street
23
CIBC
Alum Landlord (DE) QRS 16-105, Inc
Various
23.01 CIBC
30526 San Antonio Street
23.02 CIBC
5625 Firestone Boulevard
23.03 CIBC
3663 Bandini Boulevard
23.04 CIBC
2500 East Chambers Street
23.05 CIBC
6969 West 73rd Street
23.06 CIBC
2000 Silber Road
23.07 CIBC
720 Cel-River Road
24
CIBC
SCP 2004B - Palo Alto GL LLC
2475 Hanover Street
29
CIBC
The Milburn Hotel, LLC
242 West 76th Street
31
CIBC
Sea Turtle Entertainment, LLC
100-110 Buckwalter Parkway Place
32
CIBC
Loma Palisades Warner Center, LLC
21052, 21300-21320 and 21322 Oxnard Street &
21150-21160 and 21300-21320 Califa Street
33
CIBC
PM Autumn Creek Chandler, LLC
1320 North McQueen Road
35
CIBC
RP Chicago Garage, LLC
222 North Columbus Drive
36
CIBC
Sequoia Stronebriar, LP, Sequoia Stronebriar 1, LP, 5200 Town and Country
Boulevard
Sequoia Stronebriar 2, LP, Sequoia Stronebriar 3,
LP, Sequoia Stronebriar 4, LP, Sequoia Stronebriar
5, LP, Sequoia Stronebriar 6, LP, Sequoia
Stronebriar 7, LP, Sequoia Stronebriar 8, LP,
Sequoia Stronebriar 9, LP, Sequoia Stronebriar 10,
LP, Sequoia Stronebriar 11, LP
38
CIBC
PM
Enclave at Foothills Tucson, LLC
7300 North Mona Lisa Road
39
CIBC
Paramount at Chews Landing LLC
1200 Chews Landing Road
40
CIBC
PM Union Hills Estates Glendale, LLC
4101 West Union Hills Drive
42
CIBC
Park Ridge Physicians' Office Building Associates 1561 Long
Pond Road
44
CIBC
Sawmill 42 Partners, LLC
2332 US Highway 42 South
45
CIBC
Monmouth Plaza Enterprises, L.L.C.
133-139 Route 35
46
CIBC
Mechanicsburg GF Investors, LP
5140 Carlisle Pike
48
CIBC
Equity Industrial Southeast LLC
600 North Bedford Street
49
CIBC
Turnersville Partners LLC
5200 Route 42
51
CIBC
Folsom Apartment Development, Ltd.
3980 North Major Drive
53
CIBC
PM 7700 Place Tucson, LLC
7700 East Speedway Boulevard
54
CIBC
Dead River 175 Running Hill, LLC
175 Running Hill Road
55
CIBC
Infinity Corporate Centre LLC
10500 Antenucci Boulevard
56
CIBC
Lincoln Dunhill Holdings, Ltd.
6406 North Interstate Highway 35
58
CIBC
HH 30 Newcrossing Road LLC
30 New Crossing Road
63
CIBC
Canning Boulevard Associates LLC
455-465 William South Canning Boulevard
64
CIBC
Walnut Hill Apartment Development, Ltd.
4704 North University Drive
65
CIBC
TJD Texas Enterprises, LLC
7150, 7211 Foxbrick Lane
67
CIBC
Columbia Properties Lima, LLC
1920 Roschman Avenue
69
CIBC
LR Valet Airpark Wank, LLC, LR Valet Airpark Simons 9600 Sepulveda
Boulevard
Nonexempt, LLC, LR Valet Airpark Simons Exempt, LLC,
LR Valet Airpark Rubin, LLC, LR Valet Airpark Lumer,
LLC, LR Valet Airpark JHJ, LLC
70
CIBC
Piper's Crossing Building 100, LLC
1201-1217 Piper Boulevard
71
CIBC
Embassy Investment VI, LLC
530 A1A Beach Boulevard
72
CIBC
H.C. Makabe & Son, LLC
18663 Ventura Boulevard
74
CIBC
R&S Partnership, LLC
12444 South Apopka Vineland Road
75
CIBC
Philips Bayberry LLC
75 North Station Plaza
76
CIBC
Office Parks of Lynchburg, LLC
3777 Candlers Mountain Road
78
CIBC
WMF 322-326 E 82ND LLC
322-326 East 82nd Street
79
CIBC
Creektree Development, Ltd.
2807 Daniel McCall Drive
80
CIBC
Pacific Shore Hotels, LLC
4610 De Soto Street
81
CIBC
Weiss Fayetteville, LLC
562 Cross Creek Mall
82
CIBC
ENS-1, Utah, LLC
5245 College Drive
84
CIBC
Selma Investments, LLC
16435 IH-35 North
85
CIBC
Shep (KS-OK) QRS 16-113, Inc.
Various
85.01 CIBC
6501 West Kellog Street
85.02 CIBC
4950 South Laura
85.03 CIBC
812 South Meridian Avenue
86
CIBC
Burlington Retail, LLC
2000 South Burlington Boulevard
88
CIBC
Coral Reef Development LLC
4601 Corporate Drive
89
CIBC
Schultz Markel II, LLC
322 Route 35
96
CIBC
Sherman Albuquerque, LLC;Bruel NM, LLC;Salma 1 NM, 6150 Iliff Road
North West
LLC;Salma 2 NM, LLC
97
CIBC
Cambridge Texas 660, LLC
660 North Central Expressway
98
CIBC
Orchard Place Holdings, LLC
450 West Orchard Avenue
100 CIBC
International Institute of Boston Real Property, LLC One Milk Street
104 CIBC
LM Ideal LLC
4200 Northwest 16th Street
106 CIBC
Elite Hospitality III, LLC
201 North 1st Street
107 CIBC
Kaufman Marketplace, L.P.
4555 East University Boulevard
109 CIBC
KCWS, L.C.
1525 and 1575 North 600 East &
570 Research Parkway
112 CIBC
CDA Idaho Retail, LLC
3534 North Government Way
113 CIBC
Northland Plaza Investors, LLC
100 West Northern Avenue
114 CIBC
MSP Hotels, Inc.
2455 Savannah Highway
115 CIBC
108 & 219 LLC
Various
115.01 CIBC
670-680 East 219th Street
115.02 CIBC
34-10 108th Street
116 CIBC
Campus Park Housing, L.L.C.
122 West Falls Avenue
118 CIBC
500 Route 17 South, Hasbrouck Heights, LLC
500-501
State Route 17
120 CIBC
L A Properties, L.L.C.
2400, 2421, 2401, 2420 Highway 287 North
126 CIBC
New Opportunity Limited Liability Company
141 Chestnut Street
129 CIBC
The Tower at Boerne, LP
1595 South Main Street
130 CIBC
Daniel James Realty LLC
1495 Hancock Street
131 CIBC
St. Paul Holdings LLC
521-545 Saint Paul Place
134 CIBC
WMF 202 E 21ST LLC
202 East 21st Street
138 CIBC
Washburn II, LLC, Autumn Three LLC
3255 Washburn Way
139 CIBC
1582 York LLC
1582 York Avenue
140 CIBC
WMF 206 E 81ST LLC
206 East 81st Street
141 CIBC
Briarwood Durant, L.P.
901-1027 West Main Street
143 CIBC
R&D 309 W 43RD LLC
309 West 43rd Street
144 CIBC
Randalls Partners Shopping Center LLC
6800 Berkman Drive
<CAPTION>
Loan # City
State Zip Code
County
Property Name
Size
Measure
------
----------------- ------- -------- --------------
--------------------------------------- ------ -----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
18
Orlando
FL
32814 Orange
Baldwin Park Retail
182463 Square
Feet
23
Various
Various Various
Various
International Aluminum Portfolio
757266 Square
Feet
23.01 Hayward
CA
94544 Alameda
30526 San Antonio Street
148854 Square
Feet
23.02 South Gate
CA
90280 Los
Angeles 5625
Firestone Boulevard
149200 Square
Feet
23.03 Los Angeles
CA
90023 Los
Angeles 3663
Bandini Boulevard
134640 Square
Feet
23.04 Phoenix
AZ
85040 Maricopa
2500 East Chambers Street
99000 Square
Feet
23.05 Bedford Park
IL
60638 Cook
6969 West 73rd Street
99000 Square
Feet
23.06 Houston
TX
77055 Harris
2000 Silber Road
57000 Square
Feet
23.07 Rock Hill
SC
29730 York
720 Cel-River Road
69572 Square
Feet
24
Palo Alto
CA
94304 Santa
Clara Pillsbury
Winthrop
82000 Square
Feet
29
New York
NY
10023 New York
The Milburn Hotel
121 Rooms
31
Bluffton
SC
29910 Beaufort
Berkeley Place
125511 Square
Feet
32
Woodland Hills
CA
91367 Los
Angeles Warner
Center Business Park
113168 Square
Feet
33
Chandler
AZ
85225 Maricopa
Autumn Creek
360 Units
35
Chicago
IL
60601 Cook
Millennium Garage
523 Units
36
Frisco
TX
75034 Denton
Broadstone Stonebriar
306 Units
38
Tucson
AZ
85741 Pima
Enclave at the Foothills
300 Units
39
Laurel Springs
NJ
08021 Camden
Marketplace at Chews Landing
147505 Square
Feet
40
Glendale
AZ
85308 Maricopa
Union Hills Estates
282 Units
42
Greece
NY
14626 Monroe
Park Ridge Medical Office
91587 Square
Feet
44
Delaware
OH
43015 Delaware
Associated Hygienic Products
306500 Square
Feet
45
Eatontown
NJ
07724 Monmouth
Monmouth Plaza
84947 Square
Feet
46
Mechanicsburg
PA
17050 Cumberland
Holiday Inn - Harrisburg West
238 Rooms
48
East Bridgewater
MA
02333 Plymouth
600 North Bedford Street
70000 Square
Feet
49
Turnersville
NJ
08012 Gloucester
Gannttown
107587 Square
Feet
51
Beaumont
TX
77713 Jefferson
Eagles Landing Apartments
196 Units
53
Tucson
AZ
85710 Pima
7700 Place
301 Units
54
South Portland
ME
04106 Cumberland
Aetna Building
59341 Square
Feet
55
Garfield Heights
OH
44125 Cuyahoga
Infinity Corporate Centre
92155 Square
Feet
56
Austin
TX
78752 Travis
Lincoln Village
178800 Square
Feet
58
Reading
MA
01867 Middlesex
Hallmark Health Systems
33420 Square
Feet
63
Fall River
MA
02721 Bristol
Shaw's Plaza
73590 Square
Feet
64
Nacogdoches
TX
75965
Nacogdoches University
Hill Apartments
186 Units
65
Houston
TX
77338 Harris
Villas At Foxbrick
199 Units
67
Lima
OH
45804 Allen
Holiday Inn - Lima
150 Rooms
69
Los Angeles
CA
90045
Los Angles
Valet Airpark
182 Units
70
Naples
FL
34110 Collier
Pipers Crossing
45034 Square
Feet
71
Saint Augustine
FL
32080 Saint
Johns Castillo
Real
60 Rooms
72
Tarzana
CA
91356 Los
Angeles Wall
Street Plaza
46611 Square
Feet
74
Orlando
FL
32836 Orange
Lake Buena Vista Shopping Center
30730 Square
Feet
75
Great Neck
NY
11021 Nassau
The Andrew Hotel
62 Rooms
76
Lynchburg
VA
24502 Lynchburg
Wingate Inn - Lynchburg, VA
131 Rooms
78
New York
NY
10028 New York
322-326 East 82nd Street
60 Units
79
Lufkin
TX
75904 Angelina
Shadow Creek Apartments
138 Units
80
San Diego
CA
92109 San Diego
Mission Bay Holiday Inn Express
88 Rooms
81
Fayetteville
NC
28303
Fayetteville Fairfield Inn -
Fayetteville, NC
133 Rooms
82
Murray
UT
84123 Salt Lake
College Drive Plaza
94615 Square
Feet
84
Selma
TX
78154 Guadalupe
John B.
Sanfilippo & Son Facility
327155 Square
Feet
85
Various
Various Various
Various
Sheplers Portfolio
257038 Square
Feet
85.01 Wichita
KS
67209 Sedgwick
6501 West Kellog
103486 Square
Feet
85.02 Wichita
KS
67216 Sedgwick
4950 South Laura
90000 Square
Feet
85.03 Oklahoma City OK
73108 Oklahoma
812 S. Meridian Ave.
63552 Square
Feet
86
Burlington
WA
98233 Skagit
Sportsman Warehouse, Burlington
60458 Square
Feet
88
Concord
NC
28027 Cabarrus
International Corporate Center
72321 Square
Feet
89
Red Bank
NJ
07701 Monmouth
Independence Plaza III
39998 Square
Feet
96
Albuquerque
NM
87121 Bernalillo
Hampton Inn & Suites - Albuquerque, NM
88 Rooms
97
Plano
TX
75074 Collin
660 North Central Expressway
79776 Square
Feet
98
Nampa
ID
83651 Canyon
Orchard Place Apartments
117 Units
100 Boston
MA
02109 Suffolk
One Milk Street
40694 Square
Feet
104 Lauderhill
FL
33313 Broward
Ideal Building
68833 Square
Feet
106 Palatka
FL
32177 Putnam
Quality Inn
118 Rooms
107 Odessa
TX
79762 Ector
The Marketplace Shopping Center -
66803 Square
Feet
Odessa, TX
109 North Logan
UT
84341 Cache
KCWS Building
51869 Square
Feet
112 Coeur D' Alene ID
83815 Kootenai
Sportsman's Warehouse - Coeur D' Alene 47979
Square Feet
113 Lima
OH
45801 Allen
Northland Plaza
168864 Square
Feet
114 Charleston
SC
29414 Charleston
Hawthorn Suites - Charleston, SC
77 Rooms
115 Various
NY
Various
Various
Agency of Childhood Development
44700 Square
Feet
115.01 Bronx
NY
10467 Bronx
Agency of Childhood Development - Bronx 22700 Square Feet
115.02 Corona
NY
11368 Queens
Agency of Childhood Development - Queens 22000 Square Feet
116 Twin Falls
ID
83301 Twin Falls
Campus Park Housing
48 Units
118 Hasbrouck Heights
NJ
07604 Bergen
500 Route 17 South
42764 Square
Feet
120 Mansfield
TX
76063 Tarrant
Mansfield Portfolio
55184 Square
Feet
126 Needham
MA
02492 Norfolk
Chestnut Hollow Apartments
28 Units
129 Boerne
TX
78006 Kendall
Tower at Boerne
24353 Square
Feet
130 Quincy
MA
02169 Norfolk
The Heritage Building-Hancock Street
30491 Square
Feet
131 Baltimore
MD
21202 Baltimore
City 521-545 St.
Paul Place
55314 Square
Feet
134 New York
NY
10010 New York
202 East 21st Street
28 Units
138 Klamath Falls OR
97603 Klamath
Washburn Retail Center
13577 Square
Feet
139 New York
NY
10028 New York
1582 York Avenue
16 Units
140 New York
NY
10028 New York
206 East 81st Street
24 Units
141 Durant
OK
74701 Bryan
Briarwood Shopping Center
99053 Square
Feet
143 New York
NY
10036 New York
309 West 43rd Street
20 Units
144 Austin
TX
78723 Travis
Randall's Supermarket
30000 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>
18
6.83000
6.80926
41,500,000
41,500,000
120
120 10/01/17
360 360
23
6.50000
6.47926
39,000,000
39,000,000
120
118 07/01/17
360 360
23.01
6.50000
8,400,000
8,400,000
120
118 07/01/17
360 360
23.02
6.50000
8,400,000
8,400,000
120
118 07/01/17
360 360
23.03
6.50000
7,600,000
7,600,000
120
118 07/01/17
360 360
23.04
6.50000
5,900,000
5,900,000
120
118 07/01/17
360 360
23.05
6.50000
4,800,000
4,800,000
120
118 07/01/17
360 360
23.06
6.50000
2,400,000 2,400,000 120
118 07/01/17
360 360
23.07
6.50000
1,500,000
1,500,000
120
118 07/01/17
360 360
24
6.98000
6.95926
39,000,000
39,000,000
120
120 10/01/17
360 360
29
6.22000
6.19926
25,000,000
25,000,000
120
118 07/01/17
0
0
31
6.32000
6.29926
23,500,000
23,500,000
120
118 07/01/17
360 360
32
6.46000
6.43926
22,750,000
22,750,000
120
119 08/01/17
360 360
33
6.58000
6.55926
21,335,000
21,335,000
120
119 08/01/17
360 360
35
6.69000
6.66926
20,000,000
20,000,000
120
119 08/01/17
360 360
36
6.40000
6.37926
20,000,000
20,000,000
120
120 09/01/17
360 360
38
6.58000
6.55926
18,650,000
18,650,000
120
119 08/01/17
360 360
39
5.78000 5.75926
18,400,000
18,400,000
120
117 06/01/17
360 360
40
6.58000
6.55926
17,970,000
17,970,000
120
119 08/01/17
360 360
42
6.30000
6.27926
16,900,000
16,900,000
120
119 08/01/17
360 360
44
5.95000
5.90926
15,613,000
15,613,000
120
117 06/01/17
360 360
45
6.39000
6.36926
15,293,000
15,293,000
120
119 08/01/17
360 360
46
6.30000
6.27926
15,100,000
15,062,498
120
117 06/01/17
360 357
48
5.86000
5.83926
14,500,000
14,500,000
120
118 07/01/17
360 360
49
5.81000
5.78926
14,000,000
14,000,000
120
118 07/01/17
360 360
51
6.56000
6.53926
13,400,000
13,400,000
120
119 08/01/17
360 360
53
6.58000
6.55926
12,795,000
12,795,000
120
119 08/01/17
360 360
54
5.80000
5.77926
12,650,000
12,650,000
120
117 06/01/17
0
0
55
6.20000
6.17926
12,600,000
12,600,000
120
120 09/01/17
360
360
56
6.55000
6.52926
12,500,000
12,500,000
120
119 08/01/17
360 360
58
6.15000
6.12926
12,060,000
12,060,000
120
120 09/01/17
360 360
63
6.61000
6.58926
11,100,000
11,100,000
120
120 09/01/17
360 360
64
6.56000
6.53926
10,900,000
10,900,000
120
119 08/01/17
360
360
65
5.82000
5.79926
10,780,000
10,740,504
113
109 10/01/16
360 356
67
6.46000
6.43926
10,500,000
10,484,593
120
118 07/01/17
360 358
69
6.64000
6.61926
10,000,000
10,000,000
120
119 08/01/17
360 360
70
5.82000
5.79926
10,000,000
10,000,000
120
115 04/01/17
360 360
71
6.19000
6.16926
10,000,000
9,984,200
120
118 07/01/17
360 358
72
6.85000
6.82926 9,700,000
9,700,000
120
120 09/01/17
360 360
74
5.69000
5.66926 9,500,000
9,500,000
120
117 06/01/17
360 360
75
6.46000
6.43926 9,500,000
9,493,050 84
83 08/01/14
360 359
76
6.95000
6.92926 9,000,000
9,000,000
120
119 08/01/17
300 300
78
5.75000
5.72926 8,720,000
8,720,000
120
117
06/01/17
0
0
79
6.56000
6.53926 8,700,000
8,700,000
120
119 08/01/17
360 360
80
6.84000
6.81926 8,700,000
8,700,000
120
120 09/01/17
360 360
81
6.63000
6.60926 8,500,000
8,494,073
120
119 08/01/17
360 359
82
6.02000
5.99926 8,500,000
8,428,339
120
111 12/01/16
360 351
84
6.15000
6.12926 8,100,000
8,017,162
120
115 04/01/17
240 235
85
6.46000
6.43926 8,000,000
7,994,147
120
119 08/01/17
360 359
85.01
6.46000
4,166,305
4,163,257
120
119 08/01/17
360 359
85.02
6.46000
2,275,072
2,273,408
120
119 08/01/17
360 359
85.03
6.46000
1,558,623
1,557,483
120
119 08/01/17
360 359
86
5.94000
5.91926 7,940,000
7,926,595
120
118 07/01/17
360 358
88
6.49000
6.46926 7,805,000
7,805,000
120
119 08/01/17
360 360
89
6.52000
6.49926 7,800,000
7,800,000
120
120 09/01/17
360 360
96
6.24000
6.21926 7,000,000
7,000,000
120
117 06/01/17
360 360
97
6.10000
6.07926 6,800,000
6,800,000
120
118 07/01/17
360 360
98
6.21000
6.18926 6,600,000
6,600,000 60
57 06/01/12
0
0
100
6.23000
6.20926 6,500,000
6,500,000 60
59 08/01/12
0
0
104
6.57000
6.54926 6,100,000
6,095,673
120
119 08/01/17
360 359
106
6.24000
6.21926
6,000,000
5,990,647 60
58 07/01/12
360 358
107
6.69000
6.66926 5,900,000
5,900,000
120
118 07/01/17
360 360
109
5.96000
5.93926 5,325,000
5,316,057
120
118 07/01/17
360 358
112
6.43000
6.40926 5,220,000
5,216,149
120
119 08/01/17
360 359
113
6.53000
6.50926 5,100,000
5,100,000
120
120 09/01/17
360 360
114
6.84000
6.78926 5,000,000
5,000,000
120
120 10/01/17
300 300
115
6.65000
6.62926 4,960,000
4,956,561
120
119 08/01/17
360 359
115.01
6.65000
2,640,000
2,638,170
120
119 08/01/17
360 359
115.02
6.65000
2,320,000
2,318,392
120
119 08/01/17
360 359
116
6.73000
6.70926 4,850,000
4,850,000
120
120 10/01/17
360 360
118
6.50000
6.47926 4,800,000
4,796,527
120
119 08/01/17
360 359
120
6.68000
6.65926 4,750,000
4,750,000 60
59 08/01/12
360
360
126
6.42000
6.39926 4,250,000
4,250,000
120
118 07/01/17
360 360
129
5.92000
5.89926 3,900,000
3,900,000
120
118 07/01/17
360 360
130
6.81000
6.78926 3,800,000
3,800,000
120
120 09/01/17
360 360
131
7.00000
6.97926 3,800,000
3,800,000 60
59 08/01/12
0
0
134
5.75000
5.72926 3,345,000
3,345,000
120
117 06/01/17
0
0
138
6.90000
6.87926 2,690,000
2,690,000
120
120 09/01/17
360 360
139
5.75000
5.72926 2,625,000
2,625,000
120
117 06/01/17
0
0
140
5.75000
5.72926 2,500,000
2,500,000
120
117 06/01/17
0
0
141
6.63000
6.60926 2,450,000
2,450,000
120
119 08/01/17
360 360
143
5.75000
5.72926 1,610,000
1,610,000
120
117 06/01/17
0
0
144
6.52000
6.49926 1,416,000
1,416,000
120
118 07/01/17
360 360
<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>
18
271,379
0.02000
Actual/360 No
Fee
RP Realty Partners Fund II, L.P.
23
246,507
0.02000
Actual/360 No
Fee
Corporate Property Associates 16-Global
Incorporated
23.01
Actual/360
No
Fee
23.02
Actual/360 No
Fee
23.03
Actual/360 No
Fee
23.04
Actual/360 No
Fee
23.05
Actual/360 No
Fee
23.06
Actual/360 No
Fee
23.07
Actual/360 No
Fee
24
258,944
0.02000
Actual/360 No
Leasehold
Murray H. Goodman
29
131,383
0.02000
Actual/360 No
Fee
Melvin Newman , Robert J. Rosan , Gerard
Rubin, Marcel Lindenbaum, William Newman
31
145,765
0.02000
Actual/360 No
Fee
Lori A. Kaylor, Carolyn Imbesi, Peter L.
Stephens , Robert M. Agans
32
143,198
0.02000
Actual/360 No
Fee
Patricia A. Shenker
33
135,976
0.02000
Actual/360 No
Fee
Paul E. Mashni
35
128,923
0.02000
Actual/360 No
Fee
Rubin Pachulski Properties 36, LLC
36
125,101
0.02000
Actual/360 No
Fee
Sequoia Real Estate Holdings, L.P., The
Alvin S. Anderson & Mavis L. Anderson
Revocable Trust,
Noel Novarro and Jill
E. Novarro Family Trust, Lavaughn and
Mary Boston, Gary W. & Jean L. Jamison,
Raymond K. Polidoro Living Trust, C.F.
Tompkins Company, Stephen B. Novarro &
Kathleen M. Novarro, Thomas A. Hanan
Revocable Trust, Linda FAye Vogt Trust,
Jue Family Trust, Becker Family
Revocable Trust
38
118,864
0.02000
Actual/360 No
Fee
Paul E. Mashni
39
107,728
0.02000
Actual/360 No
Fee
David M. Levy
40
114,530
0.02000
Actual/360 No
Fee
Paul E. Mashni
42
104,606
0.02000
Actual/360 No
Leasehold
Amy L. Tait, Robert C. Tait
44
93,107
0.04000
Actual/360 No
Fee
Robert Biondi, G. Bradford Johnson
45
95,559
0.02000
Actual/360 No
Fee
Eli Dweck, Murray Dweck, Albert Bijou,
Joseph Bijou
46
93,465
0.02000
Actual/360 No
Fee
Kenneth K. Kochenour
48
85,634
0.02000
Actual/360 No
Fee
Donald A. Levine, Neal Shalom,
Lewis Heafitz
49
82,235
0.02000
Actual/360 No
Fee
Morris Hanan, Abraham Cohen
51
85,227
0.02000
Actual/360 No
Fee
Charles S. Leyendecker
53
81,547
0.02000
Actual/360 No
Fee
Paul E. Mashni
54
61,991
0.02000
Actual/360 No
Fee
Dead River Company
55
77,171
0.02000
Actual/360 No
Fee
David B. Snider
56
79,420
0.02000
Actual/360 No
Leasehold
William L. Hutchinson
58
73,473
0.02000
Actual/360 No
Fee
Robert S. Burr
63
70,964
0.02000
Actual/360 No
Fee
James J.
Karam
64
69,326
0.02000
Actual/360 No
Fee
Charles S. Leyendecker
65
63,389
0.02000
Actual/360 No
Fee
Vasiliki Apostolopoulos
67
66,091
0.02000
Actual/360 No
Fee
Columbia Sussex Corporation
69
64,130
0.02000
Actual/360 No
Fee
L&R Investment Company
70
58,803
0.02000
Actual/360 No
Fee
Jack K. Crifasi, Jr. as Trustee of the
Jack Crifasi, Jr., Living Trust, Jon
Strohmeyer, Cynthia Strothmeyer, JF
Investments, LLC, Brian Howell,
Charlotte Howell, LEP Investments, Inc.,
Sid Kalmans, Amy Kalmans, Randy Johns,
Lorrie Johns, John A. Dixon as Trustee
of the John A. Dixon Revocable Trust,
Kevin McVicker, Debra McVicker
71
61,182
0.02000
Actual/360 No
Fee
D
Manoj Bhoola, Mohan Bhoola
72
63,560
0.02000
Actual/360 No
Fee
Habibollah Makabe
74
55,078
0.02000
Actual/360 No
Fee
Ranjana Bhana
75
59,797
0.02000
Actual/360 No
Fee
Philip Pilevsky
76
63,323
0.02000
Actual/360 No
Fee
Sam H. McMahon, Jr., Byron McMahon
78
42,364
0.02000
Actual/360 No
Fee
Gregory Maidman, Mitchel Maidman
79
55,334
0.02000
Actual/360 No
Fee
Charles S. Leyendecker
80
56,949
0.02000
Actual/360 No
Fee
Vasant Gantra , Dilen Ganatra
81
54,455
0.02000
Actual/360 No
Fee
Anthony Jon Sherman
82
51,071
0.02000
Actual/360 No
Fee
David A. Levenson, Cheri K. Levenson
84
58,734
0.02000
Actual/360 No
Fee
Jasper B. Sanfilippo
85
50,355
0.02000
Actual/360 No
Fee
Corporate Property Associates 16-Global
Incorporated
85.01
Actual/360 No
Fee
85.02
Actual/360 No
Fee
85.03
Actual/360 No
Fee
86
47,298
0.02000
Actual/360 No
Fee
C. Scott Shanks, Mack H. DuBose,
Michael J. Hess
88
49,282
0.02000
Actual/360 No
Fee
Adrian Socolsky
89
49,404
0.02000
Actual/360 No
Fee
Harvey A. Schultz, Jonathan B. Schultz,
Steven M. Schultz
96
43,055
0.02000
Actual/360 No
Fee
Anthony Jon Sherman
97
41,208
0.02000
Actual/360 No
Fee
Ben Weil, Jr., Julian Blum
98
34,629
0.02000
Actual/360 No
Fee
James B. Vaughn, Justin M. Vaughn,
Thomas C. McKee
100 34,215 0.02000
Actual/360
No
Fee
International Institute of Boston, Inc.
104 38,837 0.02000
Actual/360
No
Fee
Robert Geiserman
106 36,904 0.02000
Actual/360
No
Fee
D
Manoj Bhoola, Mohan Bhoola
107 38,032 0.02000
Actual/360
No
Fee
Mark Kaufman
109 31,789 0.02000
Actual/360
No
Leasehold
Jeffrey K. Woodbury, Steven H. Stokes,
Gary
Knighton
112 32,754 0.02000
Actual/360
No
Fee
C. Scott Shanks, Mack H. DuBose,
Michael J. Hess
113 32,336 0.02000
Actual/360
No
Fee
Edward Ross
114 34,830 0.05000
Actual/360
No
Fee
Jaswant S. Multani
115 31,841 0.02000
Actual/360
No
Fee
Yehuda Cohen
115.01
Actual/360 No
Fee
115.02
Actual/360 No
Fee
116 31,393 0.02000
Actual/360
No
Fee
Jaren Nielson, Fred Cooper, Mark Wilson
118 30,339 0.02000
Actual/360
No
Fee
Erez Lapsker
120 30,588 0.02000
Actual/360
No
Fee
Jim Tally, John McAndrew
126 26,640 0.02000
Actual/360
No
Fee
Jeffrey Roche
129 23,182 0.02000
Actual/360
No
Fee
John P. Hooten, Thomas Nathan Clark
130 24,798 0.02000
Actual/360
No
Fee
Daniel J. Flynn, III
131 22,475 0.02000
Actual/360
No
Fee
Bryan Becker, David Becker, John E.
Day III, Mount Vernon Centre Associates
LLC
134 16,251 0.02000
Actual/360
No
Fee
Gregory Maidman, Mitchel Maidman
138 17,716 0.02000
Actual/360
No
Fee
Randy Simonson, John Batzer
139 12,753 0.02000
Actual/360
No
Fee
Mitchel Maidman, Gregory Maidman
140 12,146 0.02000
Actual/360
No
Fee
Gregory Maidman, Mitchel Maidman
141 15,696 0.02000
Actual/360
No
Fee
Alan S. Mann, William Hutchinson
143 7,822
0.02000
Actual/360 No
Fee
Gregory Maidman, Mitchel Maidman
144 8,969
0.02000
Actual/360 No
Fee
Edward Ross
<CAPTION>
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Letter of
Upfront CapEx
Upfront Eng.
Upfront Envir.
Upfront TI/LC
Upfront RE Tax
Upfront Ins.
Upfront Other
Loan # Credit
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
------ ---------
-------------
------------
--------------
-------------
--------------
------------
-------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
18
No
15,205.00
0.00
0.00
0.00
1,080,000.00
0.00
1,889,700.00
23
No
0.00
0.00
1,283,250.00
0.00
0.00
0.00
0.00
23.01
23.02
23.03
23.04
23.05
23.06
23.07
24
No
0.00
0.00
0.00
0.00
314,419.97 15,677.08
0.00
29
No
0.00
0.00
0.00
0.00
85,790.00 83,161.42
0.00
31
No
1,568.89
0.00
0.00
2,500.00
136,732.00 31,965.67
4,100,000.00
32
No
1,414.60
0.00
0.00 100,000.00
102,945.53 24,460.67
0.00
33
No
0.00 48,125.00
0.00
0.00
73,500.00 16,715.50
0.00
35
No
2,179.17 28,125.00
0.00
0.00
476,752.67
0.00
0.00
36
No
5,431.50
0.00
0.00
0.00
369,624.17 15,362.50
500,000.00
38
No
0.00
0.00
0.00
0.00
75,000.00 15,616.50
0.00
39
550,000.0
0.00
0.00
0.00
0.00
85,333.33 19,596.75
0.00
40
No
5,875.00
0.00
0.00
0.00
34,333.33 13,023.00
0.00
42
No
0.00
0.00
0.00 494,854.80
341,197.77 11,234.25
14,473.00
44
No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
45
No
1,131.28
0.00
151,719.00
3,334.00
86,564.88
6,584.17
0.00
46
No
32,094.75 86,421.00
0.00
0.00
130,512.59 139,916.33
0.00
48
No
1,166.67
0.00
0.00
0.00
0.00
0.00
301,209.18
49
No
0.00
0.00
0.00
0.00
27,193.75 26,781.38
0.00
51
No
3,267.00
0.00
0.00
0.00
144,333.75 78,793.08
0.00
53
No
0.00
0.00
0.00
0.00
56,437.50 14,140.00
0.00
54
No
989.02
0.00
0.00
3,412,983.60
25,686.81
8,363.92
0.00
55
No
1,535.92
0.00
0.00
7,500.00
11,641.07
9,864.67
0.00
56
No
85,776.00
0.00
0.00 250,000.00
218,868.00 20,345.00
197,889.00
58
No
0.00
0.00
0.00
70,200.00
10,488.84
1,234.91
3,333.33
63
No
919.81
0.00
0.00
1,250.00
6,562.77
5,676.07
0.00
64
No
3,100.00
0.00
0.00
0.00
130,715.43 44,829.25
0.00
65
No
3,316.00
0.00
0.00
0.00
29,218.35 10,095.27
0.00
67
No
13,163.42
0.00
0.00
0.00
26,512.69 11,022.00
0.00
69
No
758.33
0.00
0.00
0.00
91,618.50
0.00
0.00
70
No
563.00
0.00
0.00
2,083.00
67,110.75 48,250.00
0.00
71
No
6,933.92
0.00
0.00
0.00
108,513.33
26,897.38
0.00
72
No
815.80
0.00
0.00 100,000.00
72,916.67 22,141.00
0.00
74
No
384.13 10,813.00
0.00
1,280.40
85,233.88 11,653.99
0.00
75
No
6,419.50 33,462.00
0.00
0.00
112,825.87 56,228.08
0.00
76
No
10,670.42
0.00
0.00
0.00
71,500.00 13,806.67
0.00
78
No
1,250.00
0.00
0.00
0.00
185,684.91 22,541.66
2,000,000.00
79
No
2,300.00
0.00
0.00
0.00
67,332.97 31,182.83
0.00
80
No
8,303.17 24,750.00
0.00
0.00
52,784.54 28,791.39
0.00
81
500,000.0
100,000.00
0.00
0.00
0.00
56,966.87 23,443.00
0.00
82
No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
84
No
2,726.29
0.00
6,250.00
0.00
0.00
0.00
0.00
85
No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
85.01
85.02
85.03
86
No
0.00
0.00
0.00 264,604.50
0.00
6,957.59
0.00
88
No
868.83
0.00
0.00
0.00
36,398.08
3,968.33
0.00
89
No
666.63
0.00
0.00
0.00
20,699.20 10,819.64
0.00
96
No
100,000.00
0.00
0.00
0.00
13,907.50
5,152.25
0.00
97
No
1,076.00
0.00
0.00 200,000.00
84,241.64
3,760.75
148,664.09
98
No
2,330.25 35,855.00
0.00
0.00
18,461.83
8,114.67
200,000.00
100 No
0.00 31,763.75
2,250.00
0.00
0.00
0.00
0.00
104 No
44,000
0.00
0.00 100,000.00
116,250.00 33,907.75
0.00
106 No
7,316.75
0.00
0.00
0.00
87,561.59 16,110.20
0.00
107 No
1,057.77
0.00
0.00 120,000.00
46,154.67
4,608.25
1,500,000.00
109 No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
112 No
0.00
0.00
0.00
0.00
4,085.31
4,185.00
0.00
113 No
97,111
0.00
0.00 150,000.00
26,966.55
7,236.33
300,000.00
114 No
0.00
0.00
0.00
0.00
59,583.00 14,808.00
139,012.00
115 No
745 38,343.75
0.00
4,166.67
0.00
6,897.86
0.00
115.01
115.02
116 No
1,532.00
0.00
0.00
0.00
36,087.00 17,550.83
100,000.00
118 No
1,247.25 15,725.00
0.00
3,500.00
