EXHIBIT 10.1
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 7, 2007
$2,224,015,731
Fixed Rate Mortgage Loans
Series 2007-CIBC18
<PAGE>
This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of March 7, 2007, is between J.P. Morgan Chase Commercial Mortgage
Securities
Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank,
National
Association, 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 March 7, 2007 (the "Pooling and Servicing Agreement"), among
the
Purchaser, as depositor (the "Depositor"), Capmark Finance Inc., as
master
servicer ("Master Servicer"), ARCap Servicing, Inc. ("ARCap"), as a
special
servicer, LNR Partners, Inc., as a special servicer ("LNR" and,
together with
ARCap, the "Special Servicers"), Midland Loan Services, Inc., as a
primary
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 and
Sale 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. The Depositor will
sell the
Class A-1, Class A-3, Class A-4, Class A-1A, Class X, Class A-M,
Class A-MFL,
Class A-J, Class B, Class C and Class D Certificates (the
"Offered
Certificates") to the underwriters specified in the underwriting
agreement,
dated February 23, 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") and Credit Suisse Securities
(USA) LLC
(together with JPMSI and CIBCWMC, the "Underwriters"), and the
Depositor will
sell the Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M,
Class N, Class P and Class NR Certificates (the "Private
Certificates") to
JPMSI, as the initial purchaser (together with the Underwriters,
the "Dealers")
specified in the certificate purchase agreement, dated February 23,
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 $2,247,916,726.99 (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 February 23, 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:
Dennis Schuh, Vice President, telecopy number (212) 834-6593, (ii)
in the case
of the Seller, JPMorgan Chase Bank, National Association, 270 Park
Avenue, 10th
Floor, New York, New York 10017, Attention: Dennis Schuh, 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/ Kunal K. Singh
------------------------------------
Name: Kunal K. Singh
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: /s/ Kunal K. Singh
------------------------------------
Name: Kunal K. Singh
Title: Vice President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-CIBC18
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Loan # Mortgagor Name
Property Address
City
------- -----------------------------------------------
------------------------------------------------ -------------------
<S> <C>
<C>
<C>
1
131 South Dearborn,
LLC
131 South Dearborn Street
Chicago
Centro Heritage SPE 4 LLC, Centro Heritage Park
Shore SC LLC, Centro Heritage Naples SC LLC,
Centro Heritage UC Greenville LLC, Centro
Heritage Capitol SC LLC, Centro Heritage
Roanoke Plaza LLC, Centro Bradley Manchester I
LLC, Centro Bradley Manchester II LLC, Centro
Bradley Manchester III LLC, Centro Bradley
Slater Street LLC, Centro Bradley Long Meadow
LLC, Centro St. Francis Plaza LLC, Heritage
2
Warminster SPE LLC
Various
Various
2.01
489-493 North Main Street
Leominster
2.02
918 West Street Road
Warminster
2.03
341 South College Road
Wilmington
2.04
8310-8334 Pineville-Matthews Road
Charlotte
2.05
3040 South Evans Street
Greenville
2.06
1900-2075 Tamiami Trail North
Naples
2.07
19-29 and 49 Pavilions Drive
Manchester
2.08
4111 9th Street North
Naples
2.09
4810 Nesconset Highway
Port Jefferson
Station
2.1
1120-1178 West Maple Avenue
Mundelein
2.11
1080-1120 Old Country Road
Riverhead
2.12
50 Storrs Street
Concord
2.13
1100 Brighton Avenue
Portland
2.14
110, 120 and 170 Slater Street
Manchester
2.15
432 Buckland Hills Drive
Manchester
2.16
1090-1096 South Saint Francis Drive
Santa Fe
3
Quantico Buildings,
LLC
Various
Various
3.01
4801 Stonecroft Boulevard
Chantilly
3.02
22815 Glenn Drive
Sterling
3.03
22879 Glenn Drive
Sterling
3.04
22626 Sally Ride Drive
Sterling
3.05
22635 Davis Drive
Sterling
3.06
22750 Glenn Drive
Sterling
3.07
22601 Davis Drive
Sterling
3.08
22880 Glenn Drive
Sterling
3.09
22825 Davis Drive
Sterling
3.1
22645 Sally Ride Drive
Sterling
3.11
22633 Davis Drive
Sterling
3.12
22620 Sally Ride Drive
Sterling
3.13
107 Carpenter Drive
Sterling
3.14
109 Carpenter Drive
Sterling
8
Transwestern
Presidential Tower, L.L.C.
2511 Jefferson Davis Highway
Arlington
ART Mortgage Borrower Propco 2006-2 L.P., Art
10
Mortgage Borrower Opco
2006-2 L.P.
Various
Various
10.01
755 East 1700 South Street
Clearfield
10.02
2641 Stephenson Drive
Murfreesboro
10.03
720 West Juniper Street
Connell
10.04
545 Radio Station Road
Strasburg
10.05
10300 Southeast Third Street
Amarillo
10.06
121 Roseway Drive
Thomasville
10.07
1651 South Airport Road
West Memphis
10.08
203 Industrial Boulevard
Russellville
10.09
264 Farrell Road
Syracuse
10.1
1740 Westgate Parkway
Atlanta
10.11
1524 Necedah Road
Babcock
10.12
660 Fifth Street
Turlock
10.13
231 Second Road North
Nampa
10.14
1440 Silverton Avenue
Woodburn
10.15
2707 North Mead Street
Wichita
10.16
1634 Midland Boulevard
Fort Smith
10.17
1541 US Highway 41
Sebree
10.18
100 Widett Circle
Boston
10.19
6875 State Street
Bettendorf
10.2
1115 West Rose Street
Walla Walla
11.99 Various
Various
Pittsburgh
2600 East Carson Street Associates, L.P., 2700
East Carson Street Associates, L.P., 2800 Block
11
Associates, L.P.
Various
Pittsburgh
11.01
2700 East Carson Street
Pittsburgh
11.02
2600 East Carson Street
Pittsburgh
11.03
2800 East Carson Street
Pittsburgh
12
Soffer South Side
Works, Ltd.
2 Hot Metal Street
Pittsburgh
Cabot II-IL1M07, LLC, Cabot II-IL1M08, LLC,
Cabot II-IL1W01, LLC, Cabot II-IL1M09, LLC,
Cabot II-IL1B01, LLC, Cabot II-TN1M03, LLC,
Cabot II-TN1W07, LLC, Cabot II-TN1M02 & W01,
LLC, Cabot II-TX1W05, LP, Cabot II-TX2W01 &
TX2W04, LP, Cabot II-TX2W10, LP, Cabot
II-KY1B01, LLC, Cabot II-GA1B02, M03 & W06-W07,
LLC, Cabot II-GA1W08, LLC, Cabot II-OH1W02-W05,
LLC, Cabot II-FL1W01-W02 & M02, LLC, Cabot
14
II-NC1W02, LLC
Various
Various
14.01
1452 Brewster
Creek Boulevard
Bartlett
1286 & 1136 Citizens Parkway / 7625 Southlake
14.02
Parkway
Morrow
14.03
6325-6383 North Orange Blossom Trail
Orlando
14.04
1231 Aviation Boulevard
Hebron
14.05
7701 West Little York Road
Houston
14.06
1005 West Republic Drive
Addison
14.07
5465 East Raines Road
Memphis
14.08
400-406 East Wilison Bridge Road
Worthington
14.09
5060 Avalon Ridge Parkway
Norcross
14.1
2500-2540 East Devon Avenue
Elk Grove Village
14.11
1670 Frontenac Road
Naperville
14.12
4515 and 4533 Old Lamar Avenue
Memphis
14.13
4105 South Mendenhall Road
Memphis
5700-5710 Savoy Lane, 440 Town East Boulevard,
14.14
9402-9408 North Loop East
Various
14.15
451 Kingston Court
Mount Prospect
14.16
322 West 32nd Street
Charlotte
15
Leadership Sq. Realty
Investors, LLC
211 North Robinson Avenue
Oklahoma City
17
Behringer Harvard 600
Superior Avenue, LP
600 Superior Avenue
Cleveland
19
Conroe Marketplace
S.C., L.P.
2916 Interstate Highway 45
Conroe
22
CK City Walk Owner,
LLC
227 Sandy Springs Place, Northeast
Sandy Springs
23
PK I Sunset Esplanade
LLC
2525 SE Tualatin Valley Highway
Hillsboro
24
Moreno Valley Plaza,
Ltd., L.P.
23583-23965 Sunnymead Boulevard
Moreno Valley
30
PK II Bixby Hacienda
Plaza LP
17110 Colima Road
Hacienda Heights
32
PK I North County
Plaza LP
1810-1884 Marron Road
Carlsbad
33
Shawgate Lake Forest,
LLC
Western Avenue at Northgate Lane
Lake Forest
34
PK I Granary Square LP
25880 McBean Parkway
Santa Clarita
36
PK II Century Center
LP
2401 East Orangeburg Avenue
Modesto
37
Westgrove Woods LLC
2105 Kensington Drive
Waukesha
40
PK II Country Gables
SC LP
6811 - 6987 Douglas Boulevard
Granite Bay
41
UnaSource Health, LLC
4600 Investment Drive
Troy
43
55 Waugh, LP
55 Waugh Drive
Houston
44
M.O.R. AYLESBURY, INC.
63 West Aylesbury Road
Timonium
45
Leray Housing
Associates
Anabel Avenue
Le Ray
46
BBG Land Company
North, LLC
10235 42nd Avenue
Allendale
47
745 64th Realty
Associates, LLC
745 64th Street
Brooklyn
48
Snyder Brickyard
Hotel, L.L.C.
10 Brickyard Drive
Bloomington
49
PK II Green Valley
Town & Country LLC
4140 East Sunset Road
Henderson
50
KC River Pointe, L.P
1600 River Pointe Drive
Conroe
51
CFO2 Palm Beach, L.P.
2000 PGA Boulevard
Palm Beach Gardens
53
PK II Dublin Retail
Center LP
7876-7898 Dublin Boulevard
Dublin
56
FR Net Lease
Co-Investment Program 13, LLC
16507 Hunters Green Parkway
Hagerstown
57
Continental 2250 Park
Place Corporation
2200/2250 Park Place
El Segundo
58
PK III Tacoma Central
LLC
3130-3408 South 23rd Street
Tacoma
61
Carmel Hotel Venture,
Ltd
3665 Rio Road
Carmel
62
BRC Majestic
Apartments, LLC
3902 Pallas Way
High Point
64
University Village
Raleigh, LLC
3333 Melrose Club Boulevard
Raleigh
65 Cypresswood Associates, LLC
Interstate 45 and Cypresswood Drive
Spring
Louisiana Industriplex LLC, 2040 Toledo Road
LLC, Indiana Circle LLC, Riverside Industrial
66
LLC, 842 Virginia Run,
LLC
Various
Various
66.01
842 Virginia Run Road
Memphis
66.02
11777 Industriplex Boulevard
Baton Rouge
66.03
2040 Toledo Road
Elkhart
66.04
25 Industrial Park Drive
Little Falls
68
PK III Fairmont SC LP
739 Hickey Boulevard
Pacifica
69
Louisville United
Building A, LLC
6001 Global Distribution Way
Louisville
73
Sweetwell Industrial
Associates L.P.
10901 North McKinley Drive
Tampa
Direct Invest - 116 Defense Highway, L.L.C.,
Direct Invest - 116 Defense Highway 1, L.L.C.,
Direct
Invest - 116 Defense Highway 2, L.L.C.,
Direct Invest - 116 Defense Highway 3, L.L.C.,
Direct Invest - 116 Defense Highway 4, L.L.C.,
Direct Invest - 116 Defense Highway 5, L.L.C.,
Direct Invest - 116 Defense Highway 6, L.L.C.,
Direct Invest - 116 Defense Highway 7, L.L.C.,
Direct Invest - 116 Defense Highway 8, L.L.C.,
Direct Invest - 116 Defense Highway 9, L.L.C.,
Direct Invest - 116 Defense Highway 10, L.L.C.,
Direct Invest - 116 Defense Highway 11, L.L.C.,
77
Direct Invest - 116
Defense Highway 13, L.L.C. 116 Defense Highway
Annapolis
78
First Hudson Capital
LLC
208-212 West 30th Street
New York
79
PK I Canyon Ridge
Plaza LLC
26015-26301 104th Avenue Southeast
Kent
83
JAHCO Royal Skillman,
L.L.C.
8602 Skillman Street
Dallas
86
9915 Bryn Mawr, LLC
9915 West Bryn Mawr Avenue
Rosemont
89
Kiowa Village Center,
L.L.C.
2235 South Power Road
Mesa
93
Henderson 27, LLC
3151 Route 27
Franklin Park
94
Milian REI VIII, LLC
6400 Laurel Canyon Boulevard
North Hollywood
97
New Monmouth/35,
L.L.C.
1040-1090 State Route 35
Middletown
99
Canfield Business Park
Associates, LLC
111 Canfield Road
Randolph
102 PK II Creekside Center LP
20800 Mission Boulevard
Hayward
4325-4333 West Tropicana & 4330-4340 South
103 Southwest Business Centers, LLC
Valley View Boulevard
Las Vegas
104 Quincy Lincoln, LLC
186 Lincoln Street
Boston
20632-20662 108th Avenue Southeast and 10820
105 PK I Panther Lake LLC
Southeast 208th Street
Kent
109 Redondo Riviera Associates LLC
1650 South Pacific Coast Highway
Redondo Beach
110 Airport F.I., LLC
2750 Slater Road
Morrisville
111 Texas Plaza 303 Limited
Partnership
301-433 East Pioneer Parkway
Grand Prairie
112 Spring Knoll, LLC
20 Plantation Drive
Fredericksburg
113 Interstate Vest, LLC
11 Pine Lakes Parkway North
Palm Coast
115 Minnesota River Properties, LLC
11 Civic Center Plaza
Mankato
116 D.C. Carthage Associates LLC
902-932 Emjay Way
Carthage
118 Hi Vermont, Inc.
476 US Route 7 South
Rutland
120 Crabtree F.I., LLC
2201 Summit Park Lane
Raleigh
121 D.C. West Carthage Associates LLC
801 Tamarack Drive
West Carthage
124 100 North Freeway Investments LLC
100 North Freeway
Conroe
129 CLPF-MMIC VERO MOB, L.P.
1155 35th Lane
Vero Beach
131 Grossberg Soto LLC
9300 Santa Fe Springs Road
Santa Fe Springs
500-510, 516, 517, 524 35th Street North,
608-614 37th Street North and 3636 7th Avenue
132 AHP LLC
North
Birmingham
133 ASR - West Gray, L.P.
12000 Westheimer Road and 2470 Gray Falls Drive Houston
135 Mason Woods Village LLC
13414 Clayton Road
St. Louis
136 Old Oaks Estates LLC
850 Villa Street
Elgin
139 North Pointe Apartments #2, LLC
3688 Northpointe Drive
Holland
141 R.C.S.S. Investment, Inc.
3170 Vista Way
Oceanside
4555 & 4565 Wilson and 151, 155, & 185 44th
142 PRD Commercial, LLC
Street
Various
143 PK II Oceanside Town & Country
LP
1715 - 1771 Oceanside Boulevard
Oceanside
145 Im Daas Torah LLC, Shem Tov LLC
8100 North McCormick Boulevard
Skokie
146 Kinsley Equities II Limited
Partnership
3640 Sandhurst Drive
York
149 Sealy Uptown, L.L.C.
4800-5848 Line Avenue
Shreveport
150 Fairfield Park, L.L.C.
912 State Highway 33
Howell Township
153 R & M Properties, LLC
5911 Valley Road
Trussville
158 Peck Road, LLC
10757 East Ute Street
Tulsa
159 D.C. Gouverneur Associates LLC
1100 Larch Circle
Gouverneur
160 Kanter Goshen IND, LLC
1101 & 1201 South Eisenhower Drive
Goshen
162 Grand Blanc Center, L.L.C.
11541 South Saginaw Street
Grand Blanc
164 EB Plover, LLC
1780 Plover Road
Plover
167 Bremerton Pharmacy Associates, LLC
4117 Kitsap Way
Bremerton
168 Concord Road Associates
2201 Industrial Highway
York
171 Mountain Ridge Business Park, LLC
1248 Sussex Turnpike
Randolph
172 Houston 6000 Bissonnet, Ltd.
4631 Airport Boulevard
Austin
175 Orion Partners, LLC
1176-1240 Lapeer Road
Orion Township
176 Central Heights, Ltd.
601 North Ridge Road
Wichita
177 Cole Go Peoria IL, LLC
5201 War Memorial Drive
Peoria
178 9221 Corbin ATM, LLC
9221 Corbin Avenue
Northridge
180 Royce Realty LLC
41 Mountain Boulevard
Warren
182 Buttonwood Gardens III, Limited
Partnership 332
Buttonwood Avenue
Hallam
184 Tarragon Mariner Plaza, Inc.
625 North Highway 231
Panama City
185 Van Ness Capital Group LLC
1801-1819 Van Ness Avenue
San Francisco
186 VH Florence Shops, LLC
1036 Vandercar Way
Florence
190 Enterprise Storage, LLC
910 Enterprise Court
Lexington
191 Winchester Woods LLC
2008 Woodhaven Drive
Fort Wayne
192 Martin P. Mariano, Beverly A.
Mariano
110 Triebel Road
Tunkhannock
193 Reserve of Parklane, LLC
1210 Parklane Road
McComb
196 Fountain Park Plaza, L.L.C.
33328 Plymouth Road
Livonia
Gilbert/Heather Self Storage Investors, LLC,
Braswell GH Holdings, LLC, Caledonia GH
198 Holdings, LLC, Kaplan GH Holdings
LLC
405 North Gilbert Road
Gilbert
200 D.C. Lowville Associates LLC
1000 Hemlock Drive
Lowville
201 Rustburg Marketplace, LLC
1051 Village Highway
Rustburg
206 119th Building Partnership, L.P.
801-837 West 119th Street
Chicago
207 Sevren 779 Associates LLC
779 East New York Avenue
Brooklyn
208 Triangle Center Pharmacy, LLC
6927 Pendleton Pike
Indianapolis
209 COLE ST CLARKSVILLE IN, LLC
1250 Veterans Parkway
Clarksville
212 Croft Station, L.L.C.
9115 Old Statesville Road
Charlotte
214 Cortland MHC LLC
1512 North Somonauk Road
DeKalb
215 RHMZYU LLC
9402 Country Creek
Houston
217 Devonshire Development Company LLC
3815 Devonshire Avenue
Salem
218 Cole OD Benton AR, LLC
1621
Military Road
Benton
220 Cole MT Topeka KS, LLC
1530 Southwest Wanamaker Road
Topeka
222 Countryside MHC LLC
5192 South Route 45-52
Chebanse
223 Oak Forest LLC
5110 West 159th Street
Oak Forest
<CAPTION>
Loan # State
Zip
Code County
Property Name
Size
Measure
Interest Rate (%)
------ -------
--------
----------------
------------------------------------ ------- ----------- -----------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
1
IL
60603 Cook
131 South Dearborn
1504364 Square
Feet
5.79000
2
Various
Various
Various
Centro Heritage Portfolio IV
2788226 Square
Feet
5.44050
2.01 MA
01453 Worcester
Water Tower Plaza
296320 Square
Feet
5.44050
2.02 PA
18974 Bucks
Warminster Towne Centre
237234
Square Feet
5.44050
2.03 NC
28403 New
Hanover
University Commons
235345 Square
Feet
5.44050
2.04 NC
28226
Mecklenburg
McMullen Creek Shopping Center
283323 Square
Feet
5.44050
2.05 NC
27834 Pitt
University Commons Greenville
232818 Square
Feet
5.44050
2.06 FL
34102 Collier
Naples Shopping Center
198843 Square
Feet
5.44050
2.07 CT
06042 Hartford
Crossroads I & II
105662 Square
Feet
5.44050
2.08 FL
34103 Collier
Park Shore Shopping Center
231830 Square
Feet
5.44050
2.09 NY
11776 Suffolk
Nesconset Shopping Center
122996 Square
Feet
5.44050
2.1 IL
60060 Lake
Long Meadow Commons
118470 Square
Feet
5.44050
2.11 NY
11901 Suffolk
Roanoke Plaza
99131 Square
Feet
5.44050
2.12 NH
03301 Merrimack
Capitol Shopping Center
182821 Square
Feet
5.44050
2.13 ME
04102 Cumberland
Pine Tree Shopping Center
287513 Square
Feet
5.44050
2.14 CT
06040 Hartford
Slater Street
51370 Square
Feet
5.44050
2.15 CT
06042 Hartford
Crossroads III
68750 Square
Feet
5.44050
2.16 NM
87505 Santa Fe
St Francis Plaza
35800 Square
Feet
5.44050
3
VA
Various Various
Quantico Portfolio
938769 Square
Feet
5.32300
3.01 VA
20151 Fairfax
4801 Stonecroft- TASC I/II
241283 Square
Feet
5.32300
3.02 VA
20164 Loudoun
22815 Glenn Drive
126841 Square
Feet
5.32300
3.03 VA
20164 Loudoun
22879 Glenn Drive
94545 Square
Feet
5.32300
3.04 VA
20164 Loudoun
22626 Sally Ride Drive
43120 Square
Feet
5.32300
3.05 VA
20164 Loudoun
22635
Davis Drive
48958 Square
Feet
5.32300
3.06 VA
20164 Loudoun
22750 Glenn Drive
69587 Square
Feet
5.32300
3.07 VA
20164 Loudoun
22601 Davis Drive
61500 Square
Feet
5.32300
3.08 VA
20164 Loudoun
22880 Glenn Drive
64537 Square
Feet
5.32300
3.09 VA
20164 Loudoun
22825 Davis Drive
57600 Square
Feet
5.32300
3.1 VA
20164 Loudoun
22645 Sally Ride Drive
42580 Square
Feet
5.32300
3.11 VA
20164 Loudoun
22633 Davis Drive
24050 Square
Feet
5.32300
3.12 VA
20164 Loudoun
22620 Sally Ride Drive
21600 Square
Feet
5.32300
3.13 VA
20164 Loudoun
107 Carpenter Drive
24196 Square
Feet
5.32300
3.14 VA
20164 Loudoun
109 Carpenter Drive
18372 Square
Feet
5.32300
8
VA
22202 Arlington
Presidential Tower
332928 Square
Feet
5.52800
10
Various
Various
Various
Americold Portfolio
5489325 Square
Feet
5.39600
10.01 UT
84015 Davis
Clearfield
455227 Square
Feet
5.39600
10.02 TN
37133 Rutherford
Murfreesboro
226423 Square
Feet
5.39600
10.03 WA
99326 Franklin
Connell
299776 Square
Feet
5.39600
10.04 VA
22657 Shenandoah
Strasburg
243170 Square
Feet
5.39600
10.05 TX
79118 Potter
Amarillo
163796 Square
Feet
5.39600
10.06 GA
31792 Thomas
Thomasville
252419 Square
Feet
5.39600
10.07 AR
72301 Crittenden
West Memphis
252075 Square
Feet
5.39600
10.08 AR
72802 Pope
Russellville
270772 Square
Feet
5.39600
10.09 NY
13209 Onondaga
Syracuse
573183 Square
Feet
5.39600
10.1 GA
30336 Fulton
Atlanta
431369 Square
Feet
5.39600
10.11 WI
54413 Wood
Babcock
127260 Square
Feet
5.39600
10.12 CA
95380 Stanislaus
Turlock
188734 Square
Feet
5.39600
10.13 ID
83687 Canyon
Nampa
458518 Square
Feet
5.39600
10.14 OR
97071 Marion
Woodburn
327601 Square
Feet
5.39600
10.15 KS
67219 Sedgwick
Wichita
168007 Square
Feet
5.39600
10.16 AR
72901 Sebastian
Fort Smith
118003 Square
Feet
5.39600
10.17 KY
42455 Webster
Sebree
111499 Square
Feet
5.39600
10.18 MA
02118 Suffolk
Boston
260356 Square
Feet
5.39600
10.19 IA
52722 Scott
Bettendorf
398223 Square
Feet
5.39600
10.2 WA
99362 Walla
Walla
Walla Walla
162914 Square
Feet
5.39600
11.99 PA
15203 Allegheny
Southside Works/Quantum Roll-up
402787 Square
Feet
5.72990
11
PA
15203 Allegheny
Southside Works
251346 Square
Feet
5.72990
11.01 PA
15203 Allegheny
2700 East Carson Street
171244 Square
Feet
5.72990
11.02 PA
15203 Allegheny
2600 East Carson
42809 Square
Feet
5.72990
11.03 PA
15203 Allegheny
2800 Block Associates
37293 Square
Feet
5.72990
12
PA
15203 Allegheny
Quantum One
151441 Square
Feet
5.72990
14
VA
Various Various
Cabot Industrial Portfolio
2108357 Square
Feet
5.44800
14.01 IL
60103 Dupage
Brewster Creek Boulevard
259200 Square
Feet
5.44800
14.02 GA
30260 Clayton
Citizens and Southlake Parkway
445204 Square
Feet
5.44800
14.03 FL
32810 Orange
Northpark Commerce Center
148822 Square
Feet
5.44800
14.04 KY
41048 Boone
Aviation Boulevard
146000 Square
Feet
5.44800
14.05 TX
77040 Harris
West Little York Road
61800
Square Feet
5.44800
14.06 IL
60101 Dupage
West Republic Drive
103000 Square
Feet
5.44800
14.07 TN
38115 Shelby
East Raines Road
180000
Square Feet
5.44800
14.08 OH
43085 Franklin
East Wilson Bridge Road
99810 Square
Feet
5.44800
14.09 GA
30071 Gwinnett
Avalon Ridge Parkway
93133 Square
Feet
5.44800
14.1 IL
60007 Cook
East Devon Avenue
68742 Square
Feet
5.44800
14.11 IL
60563 Dupage
1670 Frontenac Road
93405 Square
Feet
5.44800
14.12 TN
38118 Shelby
Old Lamar Avenue
124812 Square
Feet
5.44800
14.13 TN
38115 Shelby
South Mendenhall Road
102500 Square
Feet
5.44800
14.14 TX
Various Various
Dallas and Houston Properties
67334 Square
Feet
5.44800
14.15 IL
60056 Cook
451 Kingston Court
34475 Square
Feet
5.44800
14.16 NC
28206
Mecklenburg
West 32nd Street
80120 Square
Feet
5.44800
15
OK
73102 Oklahoma
Leadership Square
732122 Square
Feet
5.83400
17
OH
44114 Cuyahoga
Fifth Third Center
508397 Square
Feet
5.60760
19
TX
77304 Montgomery
Conroe Marketplace Shopping Center 375656
Square Feet
5.81800
22
GA
30328 Fulton
City Walk - 227
170723 Square
Feet
5.86800
23
OR
97123 Washington
Kimco PNP - Sunset Esplanade
260954 Square
Feet
5.44550
24
CA
92553 Riverside
Moreno Valley Plaza
341011 Square
Feet
5.66990
30
CA
91745 Los
Angeles
Kimco PNP - Bixby Hacienda Plaza
135012 Square
Feet
5.44550
32
CA
92008 San Diego
Kimco PNP - North County Plaza
160928 Square
Feet
5.44550
33
IL
60045 Lake
Market Square
100591 Square
Feet
5.60900
34
CA
91355 Los
Angeles
Kimco PNP - Granary Square
143333 Square
Feet
5.44550
36
CA
95355 Stanislaus
Kimco PNP
- Century Center
214772 Square
Feet
5.44550
37
WI
53188 Waukesha
West Grove on The Lake Apartments
476 Units
6.30230
40
CA
95746 Placer
Kimco PNP - Country Gables Shopping
Center
140184 Square
Feet
5.44550
41
MI
48098 Oakland
UnaSource Health LLC
72743 Square
Feet
5.72200
43
TX
77007 Harris
55 Waugh Office Building
244076 Square
Feet
5.65800
44
MD
21093 Baltimore
Timonium Fairgrounds Shopping Center 106594 Square Feet
5.54250
45
NY
13637 Jefferson
Leray Heights Apartments
300 Units
6.16000
46
MI
49401 Ottawa
Campus View Apartments
1002 Beds
5.44000
47
NY
11220 Kings
745 64th Street
86638 Square
Feet
5.38900
48
IL
61701 McLean
Doubletree Hotel
197 Rooms
5.67000
49
NV
89014 Clark
Kimco PNP - Green Valley Town and
Country
130773 Square
Feet
5.44550
50
TX
77304 Montgomery
River Pointe Apartments
311 Units
5.81400
51
FL
33408 Palm Beach
City Centre
93563 Square
Feet
5.74500
53
CA
94568 Alameda
Kimco PNP - Dublin Retail Center
154728 Square
Feet
5.44550
56
MD
21740 Washington
Lenox
506003 Square
Feet
5.73000
57
CA
90245 Los
Angeles
2200/2250 Park Place
100836 Square
Feet
5.56550
58
WA
98405 Pierce
Kimco PNP - Tacoma Central
134868 Square
Feet
5.38550
61
CA
93923 Monterey
Carmel Mission Inn
165 Rooms
5.92000
62
NC
27265 Guilford
Palladium Park
216 Units
5.50600
64
NC
27603 Wake
University Village
600 Beds
5.56000
65
TX
77388 Harris
Cypresswoods Commons
80371 Square
Feet
6.16250
66
Various
Various
Various
Safrin Portfolio
368034 Square
Feet
5.71720
66.01 TN
38122 Shelby
842 Virginia Run Road
30266
Square Feet
5.71720
66.02 LA
70809 East Baton
Rouge 11777
Industriplex Boulevard
30800 Square
Feet
5.71720
66.03 IN
46516 Elkhart
2040 Toledo Road
144800
Square Feet
5.71720
66.04 NY
13365 Herkimer
25 Industrial Park Drive Bldgs 2 & 3 162168 Square Feet
5.71720
68
CA
94044 San Mateo
Kimco PNP - Fairmont Shopping Center 104281 Square Feet
5.38550
69
KY
40228 Jefferson
Schmier/Louisville United
360000 Square
Feet
5.66550
73
FL
33612
Hillsborough
Sypris
308320 Square
Feet
5.49000
77
MD
21401 Anne
Arundel 116
Defense Highway
81931 Square
Feet
6.00000
78
NY
10001 New York
208-212 West 30th St.
77100 Square
Feet
5.75700
79
WA
98030 King
Kimco PNP - Canyon Ridge Plaza
86909 Square
Feet
5.44550
83
TX
75243 Dallas
Plaza Rios Shopping Center
125195 Square
Feet
5.71000
86
IL
60018 Cook
9915 Bryn Mawr Avenue
71132 Square
Feet
5.98500
89
AZ
85209 Maricopa
Kiowa Village Retail Center
46871 Square
Feet
5.95800
93
NJ
08823 Somerset
Somerset Plaza Shopping Center
67546 Square
Feet
5.59400
94
CA
91606 Los
Angeles
6400 Laurel Canyon Blvd
88148 Square
Feet
5.61000
97
NJ
07748 Monmouth
Middletown Village Mall
72870 Square
Feet
5.88400
99
NJ
07869 Morris
111 Canfield Road
139442 Square
Feet
5.66400
102 CA
94541 Alameda
Kimco PNP - Creekside Center
80911 Square
Feet
5.44550
103 NV
89103 Clark
Valley View Pointe
92897 Square
Feet
5.49000
104 MA
02111 Suffolk
186 Lincoln Street
67932 Square
Feet
5.66500
105 WA
98031 King
Kimco PNP - Panther
Lake
69090 Square
Feet
5.44550
109 CA
90277 Los
Angeles
Riviera Building
31539 Square
Feet
5.74500
110 NC
27560 Wake
Fairfield
Inn & Suites RDU Airport
112 Rooms
5.73600
111 TX
75051 Dallas
Plaza 303 Shopping Center
124476 Square
Feet
5.59200
112 VA
22406 Stafford
Spring Knoll Shopping Center
55098 Square
Feet
5.91900
113 FL
32137 Flagler
Champion Self Storage
779 Units
5.78300
115 MN
56001 Blue Earth
Brett's Building - Mankato Place
142292 Square
Feet
5.80000
116 NY
13619 Jefferson
Warwick Place Apartments
126 Units
6.27500
118 VT
05701 Rutland
Holiday Inn Rutland
151 Rooms
6.05000
120 NC
27612 Wake
Fairfield Inn & Suites - Raleigh
125 Rooms
5.75600
121 NY
13619 Jefferson
Sedgewick Pines
122 Units
6.27500
124 TX
77301 Montgomery
100 Interstate 45 North
81036 Square
Feet
5.57100
129 FL
32960 Indian
River 1155
35th Lane
39966 Square
Feet
5.58500
131 CA
90670 Los
Angeles
9300 Santa Fe Springs Road
63837 Square
Feet
5.70000
132 AL
35222
Jefferson
Airport Highway Park
312398 Square
Feet
5.69100
133 TX
77077 Harris
Gray Falls Center
99206 Square
Feet
5.70000
135 MO
63131 St. Louis
Mason Woods Village
55614 Square
Feet
5.70000
136 IL
60120 Kane
Old Oaks
263 Pads
5.68610
139 MI
49424 Ottawa
North Pointe Apartments
120 Units
5.86900
141 CA
92056 San Diego
Holiday Inn Express - Oceanside
62 Rooms
5.90000
142 MI
49418 Various
PRD Development
67128 Square
Feet
5.79000
143 CA
92054 San Diego
Kimco PNP - Oceanside Town & Country 88414
Square Feet
5.44550
145 IL
60076 Cook
8100 North McCormick Boulevard
93159 Square
Feet
5.71530
146 PA
17406 York
Berkshire Business Park
246500 Square
Feet
5.65000
149 LA
71106 Caddo
Sealy Uptown Retail Center
120156 Square
Feet
6.00000
150 NJ
07728 Monmouth
Fairfield Park
176943 Square
Feet
5.65000
153 AL
35173 Jefferson
Holiday Inn Express - Birmingham
64 Rooms
5.79970
158 OK
74116 Tulsa
Nautilus
134600 Square
Feet
5.73700
159 NY
13642 St.
Lawrence
Northwood Grove Apartments
96 Units
6.27500
160 IN
46526 Elkhart
Masonite US Corp Industrial Facility 196320 Square Feet
5.62800
162 MI
48439 Genesee
Grand Blanc
60589 Square
Feet
5.76900
164 WI
54467 Portage
Elder Beerman Center
65964 Square
Feet
5.65600
167 WA
98312 Kitsap
Rite Aid
111997 Square
Feet
5.80500
168 PA
17402 York
Concord Road Associates
251372 Square
Feet
5.60000
171 NJ
07869 Morris
Mountain Ridge Business Park
69950 Square
Feet
5.66400
172 TX
78751 Travis
Concorde Center
48245 Square
Feet
5.71400
175 MI
48360 Oakland
Orion Marketplace
59572 Square
Feet
5.87200
176 KS
67212 Sedgwick
Central Heights Shopping Center
99800 Square
Feet
5.59200
177 IL
61615 Peoria
Gordman's
60947 Square
Feet
5.71200
178 CA
91324 Los
Angeles
9221 Corbin Avenue
48203 Square
Feet
5.84100
180 NJ
07059 Somerset
41 Mountain Boulevard
25125 Square
Feet
6.10000
182 PA
17406 York
Buttonwood Gardens
76 Units
5.50000
184 FL
32405 Bay
Mariner Plaza
54027 Square
Feet
5.70100
185 CA
94109 San
Francisco 1801 Van
Ness Ave.
11992 Square
Feet
5.73500
186 KY
41042 Boone
Florence Marketplace
24913 Square
Feet
5.77000
190 KY
40510 Fayette
Safe Storage Lexington
830
Units
6.05000
191 IN
46819 Allen
Winchester Woods Apartments
168 Units
5.69100
192 PA
18657 Wyoming
Tunkhannock Geisinger Building
25800 Square
Feet
5.85800
193 MS
39648 Pike
Parklane
88 Units
6.00600
196 MI
48150 Wayne
Fountain Park Plaza
17828 Square
Feet
5.53800
198 AZ
85234 Maricopa
Gilbert Road Self Storage
626 Units
5.79100
200 NY
13367 Lewis
Thornhill Terrace Apartments
56 Units
6.27500
201 VA
24588 Campbell
Fairview Shopping Center
46700 Square
Feet
5.70400
206 IL
60643 Cook
119th Street Plaza
59875 Square
Feet
6.15000
207 NY
11203 KIngs
779 East New York Ave
30000 Square
Feet
5.80000
208 IN
46226 Marion
Triangle Retail
12900 Square
Feet
5.79000
209 IN
47129 Clark
Staples - Clarksville IN
20388 Square
Feet
5.77500
212 NC
28269
Mecklenburg
Croft Station
40250 Square
Feet
5.80400
214 IL
60115 DeKalb
Cortland MHC
102 Pads
5.73500
215 TX
77036 Harris
Westwood Square
49274 Square
Feet
6.09500
217 OR
97305 Marion
The Devonshire Shops
12130 Square
Feet
5.77100
218 AR
72015 Saline
Office Depot Benton, Arkansas
20515 Square
Feet
5.76500
220 KS
66604 Shawnee
Davids Bridal - Radio Shack - Topeka 10150
Square Feet
5.76500
222 IL
60922 Kankakee
Countryside MHC
92 Pads
5.73500
223 IL
60452 Cook
Oak Forest
65 Pads
5.74400
<CAPTION>
Net Mortgage
Loan # Interest
Rate Original
Balance Cutoff
Balance Term
Rem.Term
Maturity/ARD
Date Amort. Term
Rem. Amort.
------
-------------
----------------
--------------
---- --------
----------------- ----------- -----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1
5.77946
236,000,000
236,000,000 120
117 12/01/16
0
0
2
5.41996
226,109,468
226,109,468 120
117 12/01/16
0
0
2.01
29,309,468
29,309,468
120
117 12/01/16
0
0
2.02
21,800,000
21,800,000
120
117 12/01/16
0
0
2.03
20,200,000
20,200,000
120
117 12/01/16
0
0
2.04
18,500,000
18,500,000
120
117 12/01/16
0
0
2.05
18,000,000
18,000,000
120
117 12/01/16
0
0
2.06
17,400,000
17,400,000
120
117 12/01/16
0
0
2.07
15,200,000
15,200,000
120
117 12/01/16
0
0
2.08
14,600,000
14,600,000
120 117
12/01/16
0
0
2.09
13,300,000
13,300,000
120
117 12/01/16
0
0
2.1
11,900,000
11,900,000
120
117 12/01/16
0
0
2.11
9,900,000
9,900,000
120
117 12/01/16
0
0
2.12
9,600,000
9,600,000
120
117 12/01/16
0
0
2.13
9,600,000
9,600,000
120
117 12/01/16
0
0
2.14
7,600,000
7,600,000
120
117 12/01/16
0
0
2.15
5,300,000
5,300,000
120
117 12/01/16
0
0
2.16
3,900,000
3,900,000
120
117 12/01/16
0
0
3
5.30246
131,250,000
131,250,000 120
120 03/01/17
0
0
3.01
55,817,132
55,817,132
120
120 03/01/17
0
0
3.02
12,598,724
12,598,724
120
120 03/01/17
0
0
3.03
9,728,129
9,728,129
120
120 03/01/17
0
0
3.04
6,698,056
6,698,056
120
120 03/01/17
0
0
3.05
6,299,362
6,299,362
120
120 03/01/17
0
0
3.06
6,139,886
6,139,886
120
120 03/01/17
0
0
3.07
6,060,146
6,060,146
120
120 03/01/17
0
0
3.08
5,980,407
5,980,407
120
120 03/01/17
0
0
3.09
5,900,668
5,900,668
120
120 03/01/17
0
0
3.1
4,465,371
4,465,371
120
120 03/01/17
0
0
3.11
3,588,244
3,588,244
120
120 03/01/17
0
0
3.12
3,508,505
3,508,505
120
120 03/01/17
0
0
3.13
2,631,379
2,631,379
120
120 03/01/17
0
0
3.14
1,833,991
1,833,991
120
120 03/01/17
0
0
8
5.50746
80,000,000
80,000,000
120
118 01/01/17
0
0
10
5.37546
70,000,000
70,000,000
109
107 02/01/16
0
0
10.01
8,768,000
8,768,000
109
107 02/01/16
0
0
10.02
6,480,000
6,480,000
109
107 02/01/16
0
0
10.03
5,882,800
5,882,800
109
107 02/01/16
0
0
10.04
5,520,000
5,520,000
109
107 02/01/16
0
0
10.05
4,989,600
4,989,600
109
107 02/01/16
0
0
10.06
4,373,600
4,373,600
109
107 02/01/16
0
0
10.07
3,819,200
3,819,200
109
107 02/01/16
0
0
10.08
3,773,000
3,773,000
109
107 02/01/16
0
0
10.09
3,234,000
3,234,000
109
107 02/01/16
0
0
10.1
3,040,000
3,040,000
109
107 02/01/16
0
0
10.11
2,987,600
2,987,600
109
107 02/01/16
0
0
10.12
2,950,200
2,950,200
109
107 02/01/16
0
0
10.13
2,556,400
2,556,400
109
107 02/01/16
0
0
10.14
2,356,200
2,356,200
109
107 02/01/16
0
0
10.15
2,125,200
2,125,200
109
107 02/01/16
0
0
10.16
1,752,000
1,752,000
109
107 02/01/16
0
0
10.17
1,740,200
1,740,200
109
107 02/01/16
0
0
10.18
1,370,000
1,370,000
109
107 02/01/16
0
0
10.19
1,320,000
1,320,000
109
107 02/01/16
0
0
10.2
962,000
962,000
109
107 02/01/16
0
0
11.99
69,500,000
69,500,000
120
119 02/01/17
0
0
11
5.68936
49,610,000
49,610,000
120
119 02/01/17
0
0
11.01
25,610,000
25,610,000
120
119 02/01/17
0
0
11.02
18,600,000
18,600,000
120
119 02/01/17
0
0
11.03
5,400,000
5,400,000
120
119 02/01/17
0
0
12
5.68936
19,890,000
19,890,000
120
119 02/01/17
0
0
14
5.42746
61,365,000
61,365,000
120
118 01/01/17
0
0
14.01
10,042,824
10,042,824
120
118 01/01/17
0
0
14.02
7,699,498
7,699,498
120
118 01/01/17
0
0
14.03
5,824,838
5,824,838
120
118 01/01/17
0
0
14.04
4,351,890
4,351,890
120
118 01/01/17
0
0
14.05
3,916,701
3,916,701
120
118 01/01/17
0
0
14.06
3,635,502
3,635,502
120
118 01/01/17
0
0
14.07
3,615,417
3,615,417
120
118 01/01/17
0
0
14.08
3,531,726
3,531,726
120
118 01/01/17
0
0
14.09
3,414,560
3,414,560
120
118 01/01/17
0
0
14.1
3,207,008
3,207,008
120
118 01/01/17
0
0
14.11
2,798,600
2,798,600
120
118 01/01/17
0
0
14.12
2,410,278
2,410,278
120 118
01/01/17
0
0
14.13
2,125,731
2,125,731
120
118 01/01/17
0
0
14.14
1,844,532
1,844,532
120
118 01/01/17
0
0
14.15
1,606,852
1,606,852
120
118 01/01/17
0
0
14.16
1,339,043
1,339,043
120
118 01/01/17
0
0
15
5.81346
61,000,000
61,000,000
120
119 02/01/17
360
360
17
5.58706
49,250,000
49,250,000
120
117 12/01/16
360
360
19
5.79746
42,350,000
42,350,000
120
118 01/01/17
0
0
22
5.84746
38,280,000
38,280,000
120
119 02/01/17
0
0
23
5.42496
36,000,000
36,000,000
120
116 11/01/16
0
0
24
5.64936
35,250,000
35,250,000
120
118 01/01/17
0
0
30
5.42496
30,800,000
30,800,000
120
116 11/01/16
0
0
32
5.42496
30,000,000
30,000,000
120
116 11/01/16
0
0
33
5.53846
29,000,000
29,000,000
120
118 01/01/17
360
360
34
5.42496
28,900,000
28,900,000
120
116 11/01/16
0
0
36
5.42496
27,800,000
27,800,000
120
116 11/01/16
0
0
37
6.23176
26,000,000
26,000,000
120
118 01/01/17
360
360
40
5.42496
21,500,000
21,500,000
120
116 11/01/16
0
0
41
5.70146
21,000,000
21,000,000
120
117 12/01/16
360
360
43
5.61746
20,700,000
20,700,000
120
119 02/01/17
360
360
44
5.48316
20,500,000
20,500,000
120
118 01/01/17
360
360
45
6.13946
20,400,000
20,283,927
120
114 09/01/16
360
354
46
5.40946
20,000,000
20,000,000
120
118 01/01/17
0
0
47
5.36846
20,000,000
19,971,660
120
119 02/01/17
360
359
48
5.64946
20,000,000
19,954,370
120
118 01/01/17
360
358
49
5.42496
19,600,000
19,600,000
120
116 11/01/16
0
0
50
5.79346
19,280,000
19,280,000
120
117 12/01/16
0
0
51
5.68446
18,750,000
18,750,000
120
118 01/01/17
0
0
53
5.42496
18,400,000
18,400,000
120
116 11/01/16
0
0
56
5.70946
17,550,000
17,550,000
120
118 01/01/17
360
360
57
5.54496
17,000,000
17,000,000
120
119 02/01/17
360
360
58
5.36496
17,000,000
17,000,000
120
116 11/01/16
0
0
61
5.89946
16,000,000
16,000,000 84
82 01/01/14
360
360
62
5.48546
15,500,000
15,500,000
120
118 01/01/17
360
360
64
5.53946
15,000,000
15,000,000
120
118 01/01/17
360
360
65
6.14196
15,000,000
14,980,390
120
119 02/01/17
360
359
66
5.69666
14,880,000
14,880,000
120
117 12/01/16
360
360
66.01
4,800,000
4,800,000
120
117 12/01/16
360
360
66.02
3,760,000
3,760,000
120
117 12/01/16
360
360
66.03
3,520,000
3,520,000
120
117 12/01/16
360
360
66.04
2,800,000
2,800,000
120
117 12/01/16
360
360
68
5.36496
14,700,000
14,700,000
120
116 11/01/16
0
0
69
5.60496
14,700,000
14,700,000
120
119 02/01/17
360
360
73
5.41946
13,461,000
13,461,000
120
118 01/01/17
360
360
77
5.97946
13,074,000
13,074,000
120
117 12/01/16
360
360
78
5.73646
13,000,000
13,000,000
120
116 11/01/16
0
0
79
5.42496
13,000,000
13,000,000
120
116 11/01/16
0
0
83
5.68946
12,020,000
12,003,542
120
119 02/01/17
360
359
86
5.96446
12,000,000
11,984,030
120
119 02/01/17
360
359
89
5.93746
11,200,000
11,200,000
120
117 12/01/16
360
360
93
5.53346
10,975,000
10,975,000
120
118 01/01/17
360
360
94
5.58946
10,900,000
10,900,000
120
118 01/01/17
360
360
97
5.82346
10,600,000
10,600,000
120
119 02/01/17
360
360
99
5.60346
10,200,000
10,200,000
120
118 01/01/17
360
360
102
5.42496 10,200,000
10,200,000
120
116 11/01/16
0
0
103
5.46946
10,000,000
10,000,000
120
119 02/01/17
360
360
104
5.64446
9,800,000
9,800,000
120
119 02/01/17
360
360
105
5.42496
9,800,000
9,800,000
120
116 11/01/16
0
0
109
5.67446
9,000,000
9,000,000
120
120 03/01/17
360
360
110
5.71546
9,000,000
8,971,624
120
117 12/01/16
360
357
111
5.57146
9,000,000
8,970,843
120
117 12/01/16
360
357
112
5.89846
8,700,000
8,700,000
120
119 02/01/17
360
360
113
5.67246
8,400,000
8,400,000
120
117 12/01/16
360
360
115
5.73946
8,300,000
8,300,000
120
117 12/01/16
360
360
116
6.25446
8,100,000
8,062,822
120 115
10/01/16
360
355
118
6.02946
8,000,000
7,982,848
120
118 01/01/17
360
358
120
5.73546
7,925,000
7,900,108
120
117 12/01/16
360
357
121
6.25446
7,900,000
7,863,740
120
115 10/01/16
360
355
124
5.55046
7,500,000
7,500,000
120
119 02/01/17
360
360
129
5.56446
7,400,000
7,400,000
120
118 01/01/17
360
360
131
5.67946
7,375,000
7,375,000
120
117 12/01/16
360
360
132
5.67046
7,360,000
7,360,000
120
118 01/01/17
360
360
133
5.67946
7,350,000
7,350,000
120
118 01/01/17
360
360
135
5.67946
7,200,000
7,200,000
120
118 01/01/17
0
0
136
5.62556
7,200,000
7,200,000
120
118 01/01/17
360
360
139
5.84846
7,050,000
7,050,000
120
118 01/01/17
360
360
141
5.83946
7,000,000
6,984,620
120
118 01/01/17
360
358
142
5.76946
6,900,000
6,900,000
120
117 12/01/16
360
360
143
5.42496
6,800,000
6,800,000
120
116 11/01/16
0
0
145
5.69476
6,700,000
6,700,000
120
117 12/01/16
&nbs
