Exhibit 10.1
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
JPMORGAN CHASE BANK, N.A.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2006
Fixed Rate Mortgage Loans
Series 2006-LDP8
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of September 1, 2006, is between J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as purchaser (the "Purchaser"), and JPMorgan
Chase Bank, N.A.,
as seller (the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement dated
as of September 1, 2006 (the "Pooling and Servicing Agreement")
among the
Purchaser, as depositor (the "Depositor"), Wells Fargo Bank N.A.
and Midland
Loan Services, Inc., as master servicers (each, a "Master
Servicer"), J.E.
Robert Company, Inc., as special servicer (the "Special Servicer"),
and LaSalle
Bank National Association, as trustee (the "Trustee"), pursuant to
which the
Purchaser will sell the Mortgage Loans (as defined herein) to a
trust fund and
certificates representing ownership interests in the Mortgage Loans
will be
issued by the trust fund. For purposes of this Agreement, the term
"Mortgage
Loans" refers to the mortgage loans listed on Exhibit A and the
term "Mortgaged
Properties" refers to the properties securing such Mortgage
Loans.
The Purchaser and the Seller wish to prescribe the manner of sale
of
the Mortgage Loans from the Seller to the Purchaser and in
consideration of the
premises and the mutual agreements hereinafter set forth, agree as
follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of
Mortgage
File. Effective as of the Closing Date and upon receipt of the
purchase price
set forth in the immediately succeeding paragraph, the Seller does
hereby sell,
transfer, assign, set over and convey to the Purchaser, without
recourse
(subject to certain agreements regarding servicing as provided in
the Pooling
and Servicing Agreement, subservicing agreements permitted
thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the
Closing Date
between the applicable Master Servicer and the Seller) all of its
right, title,
and interest in and to the Mortgage Loans including all interest
and principal
received on or with respect to the Mortgage Loans after the Cut-off
Date (other
than payments of principal and interest first due on the Mortgage
Loans on or
before the Cut-off Date). Upon the sale of the Mortgage Loans, the
ownership of
each related Mortgage Note, the Mortgage and the other contents of
the related
Mortgage File will be vested in the Purchaser and immediately
thereafter the
Trustee and the ownership of records and documents with respect to
the related
Mortgage Loan prepared by or which come into the possession of the
Seller (other
than the records and documents described in the proviso to Section
3(a) hereof)
shall immediately vest in the Purchaser and immediately thereafter
the Trustee.
The Seller's records will accurately reflect the sale of each
Mortgage Loan to
the Purchaser. On the Closing Date, the Seller shall also deliver
to the
Depositor an amount equal to $229,910.41, which amount represents
the aggregate
amount of interest that would have accrued at the related Net
Mortgage Rates on
the applicable Mortgage Loans commencing September 1, 2006 for
those Mortgage
Loans that do not have a Due Date in October 2006 and/or November
2006. The
Depositor will sell the Class A-1, Class A-2, Class A-3A, Class
A-3FL, Class
A-3B, Class A-4, Class A-SB, Class A-1A, Class X, Class A-M, Class
A-J, Class B,
Class C and Class D Certificates (the "Offered Certificates") to
the
underwriters (the "Underwriters") specified in the underwriting
agreement dated
September 22, 2006 (the "Underwriting Agreement") between the
Depositor and J.P.
Morgan Securities Inc. ("JPMSI") for itself and as representative
of the several
underwriters identified therein, and the Depositor will sell the
Class E, Class
F Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P and
Class NR Certificates (the "Private Certificates") to JPMSI, the
initial
purchaser (together with the Underwriters, the "Dealers") specified
in the
certificate purchase agreement dated September 22, 2006 (the
"Certificate
Purchase Agreement"), between the Depositor and JPMSI for itself
and as
representative of the initial purchasers identified therein.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction in immediately available funds the sum of
$1,298,299,844.01
(which amount is inclusive of accrued interest and exclusive of the
Seller's pro
rata share of the costs set forth in Section 9 hereof). The
purchase and sale of
the Mortgage Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by the
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the applicable Master
Servicer. All
scheduled payments of principal and interest due on or before the
Cut-off Date
but collected after the Cut-off Date, and recoveries of principal
and interest
collected on or before the Cut-off Date (only in respect of
principal and
interest on the Mortgage Loans due on or before the Cut-off Date
and principal
prepayments thereon), shall belong to, and shall be promptly
remitted to, the
Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat
the transfer
of each Mortgage Loan to the Purchaser as a sale for tax
purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed
thereby, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections
2.01(b) and
2.01(c) of the Pooling and Servicing Agreement, and meeting all the
requirements
of such Sections 2.01(b) and 2.01(c), and such other documents,
instruments and
agreements as the Purchaser or the Trustee shall reasonably
request. In
addition, the Seller agrees to deliver or cause to be delivered to
the
applicable Master Servicer, the Servicing File for each Mortgage
Loan
transferred pursuant to this Agreement; provided that the Seller
shall not be
required to deliver any draft documents, or any attorney client
communications
which are privileged communications or constitute legal or other
due diligence
analyses, or internal communications of the Seller or its
affiliates, or credit
underwriting or other analyses or data.
(b) With respect to the transfer described in Section 1 hereof,
if
the Mortgage Loan documents do not require the related Mortgagor to
pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the Seller shall pay the Transfer
Modification Costs
required to transfer the letter of credit to the Trustee as
described in such
Section 1; provided that if the Mortgage Loan documents require the
related
Mortgagor to pay any Transfer Modification Costs, such Transfer
Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor
fails to pay
such Transfer Modification Costs after the applicable Master
Servicer has
exercised all remedies available under the applicable Mortgage Loan
documents to
collect such Transfer Modification Costs from such Mortgagor, in
which case the
applicable Master Servicer shall give the Seller notice of such
failure and the
amount of such Transfer Modification costs and the Seller shall pay
such
Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to the Mortgage Loans pursuant to this Agreement
shall
constitute a purchase and sale and not a loan. If such conveyance
is deemed to
be a pledge and not a sale, then the parties also intend and agree
that the
Seller shall be deemed to have granted, and in such event does
hereby grant, to
the Purchaser, a first priority security interest in all of its
right, title and
interest in, to and under the Mortgage Loans, all payments of
principal or
interest on such Mortgage Loans due after the Cut-off Date, all
other payments
made in respect of such Mortgage Loans after the Cut-off Date
(except to the
extent such payments were due on or before the Cut-off Date) and
all proceeds
thereof and that this Agreement shall constitute a security
agreement under
applicable law. If such conveyance is deemed to be a pledge and not
a sale, the
Seller consents to the Purchaser hypothecating and transferring
such security
interest in favor of the Trustee and transferring the obligation
secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with
the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the
intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage
from the
Seller to the Trustee in connection with the Pooling and Servicing
Agreement.
All recording fees relating to the initial recordation of such
intermediate
assignments and Assignments of Mortgage shall be paid by the
Seller;
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the applicable Master Servicer, in order to assist
and facilitate
in the transfer of the servicing of the Mortgage Loans to the
applicable Master
Servicer, including effectuating the transfer of any letters of
credit with
respect to any Mortgage Loan to the Trustee (in care of the
applicable Master
Servicer) for the benefit of Certificateholders. Prior to the date
that a letter
of credit, if any, with respect to any Mortgage Loan is transferred
to the
Trustee (in care of the applicable Master Servicer), the Seller
will cooperate
with the reasonable requests of the applicable Master Servicer or
Special
Servicer, as applicable, in connection with effectuating a draw
under such
letter of credit as required under the terms of the related
Mortgage Loan
documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a Dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith,
with respect to
any information relating to the Mortgage Loans or the Seller, in
order to make
the statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to
any
information relating to the Mortgage Loans or the Seller, to comply
with
applicable law, the Seller shall do all things necessary to assist
the Depositor
to prepare and furnish, at the expense of the Seller (to the extent
that such
amendment or supplement relates to the Seller, the Mortgage Loans
listed on
Exhibit A and/or any information relating to the same, as provided
by the
Seller), to the Underwriters such amendments or supplements to the
Prospectus
Supplement as may be necessary, so that the statements in the
Prospectus
Supplement as so amended or supplemented, including Annexes A-1,
A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will not, in the
light of the
circumstances when the Prospectus is so amended or supplemented, be
misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2,
A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will comply with
applicable law.
All terms used in this clause (c) and not otherwise defined herein
shall have
the meaning set forth in the Indemnification Agreement, dated as of
September
22, 2006 between the Purchaser and the Seller (the "Indemnification
Agreement");
and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any Companion Loan related to a Serviced Whole Loan
or any
Serviced Securitized Companion Loan that is deposited into an
Other
Securitization or a Regulation AB Companion Loan Securitization,
the depositor
in such Other Securitization or Regulation AB Companion Loan
Securitization) and
the Trustee with any Additional Form 10-D Disclosure and any
Additional Form
10-K Disclosure set forth next to the Purchaser's name on Exhibit X
and Exhibit
Y of the Pooling and Servicing Agreement within the time periods
set forth in
the Pooling and Servicing Agreement.
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i) it is a national banking association, duly organized,
validly
existing,
and in good standing under the laws of the United States;
(ii) it has the power and authority to own its property and to
carry
on its
business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State
of
New York.
The Seller is in compliance with the laws of each state in
which
any
Mortgaged Property is located to the extent necessary so that a
subsequent
holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of
such
state
would not be prohibited from enforcing such Mortgage Loan solely
by
reason of
any non-compliance by the Seller;
(v) the execution,
delivery and performance of this Agreement by the
Seller
have been duly authorized by all requisite action by the
Seller's
board of
directors and will not violate or breach any provision of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by the
Seller and
constitutes a legal, valid and binding obligation of the
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which the
Seller is a party or of which any property of the Seller is the
subject
which, if determined adversely to the Seller, would reasonably
be
expected
to adversely affect (A) the transfer of the Mortgage Loans and
the
Mortgage Loan documents as contemplated herein, (B) the execution
and
delivery
by the Seller or enforceability against the Seller of the
Mortgage
Loans or this Agreement, or (C) the performance of the Seller's
obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished
by the Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would
be, in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the Mortgage Loans and the performance by the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated do not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which the Seller is bound or to which any of the property or
assets
of the
Seller is subject, nor will any such action result in any
violation
of the
provisions of any applicable law or statute or any order, rule
or
regulation
of any court or governmental agency or body having jurisdiction
over the
Seller, or any of its properties, except for conflicts,
breaches,
defaults
and violations which individually and in the aggregate would
not
have a
material adverse effect on the transactions contemplated
herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body is
required
for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has been
obtained
or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser
or the Dealers or their respective affiliates or any servicer
of
a Mortgage
Loan) that may be entitled to any commission or compensation in
connection
with the sale or purchase of the Mortgage Loans or entering
into this
Agreement or (B) paid in full any such commission or
compensation (except with respect to any servicer of a Mortgage
Loan, any
commission
or compensation that may be due and payable to such servicer if
such
servicer is terminated and does not continue to act as a
servicer);
and
(xi) it is solvent and the sale of the Mortgage Loans hereunder
will
not cause
it to become insolvent; and the sale of the Mortgage Loans is
not
undertaken with the intent to hinder, delay or defraud any of
the
Seller's
creditors.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in
good
standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all
jurisdictions in which ownership or lease of its property or
the
conduct of
its business requires such qualification, except where the
failure to
be so qualified would not have a material adverse effect on the
Purchaser,
and the Purchaser is conducting its business so as to comply in
all
material respects with the applicable statutes, ordinances, rules
and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions
hereof, will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument or agreement to which the Purchaser is a
party or
by which it is bound, or (B) result in the creation or
imposition
of any
lien, charge or encumbrance upon any of the Purchaser's
property
pursuant
to the terms of any such indenture, mortgage, contract or other
instrument
or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the
Purchaser enforceable against it in accordance with its terms
(except as enforcement
thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which
the
Purchaser is a party or of which any property of the Purchaser is
the
subject
which, if determined adversely to the Purchaser, might
interfere
with or
adversely affect the consummation of the transactions
contemplated
herein and
in the Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or
contemplated
by any
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of
any court
or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that
would materially and adversely affect its performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent
or
other
person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation
in
connection
with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of
or with
any court or governmental agency or body, if any, required for
the
execution,
delivery and performance of this Agreement by the Purchaser
have been
obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States
Secrecy Act, the United States Money Laundering Control Act of
1986
or the
United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties
as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
(or as of
such other date if specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, any Master
Servicer, the
Special Servicer, a Certificate Owner or any other Person shall
relieve the
Seller of any liability or obligation with respect to any
representation or
warranty or otherwise under this Agreement or constitute notice to
any Person of
a Breach or Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
any Mortgage
Loan, the value of the related Mortgaged Property or the interests
of the
Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller
shall,
not later than 90 days from the earlier of the Seller's receipt of
the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan
not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulation Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the applicable Master Servicer for deposit into the
Certificate
Account, any Substitution Shortfall Amount (as defined below) in
connection
therewith; provided, however, that except with respect to a Defect
resulting
solely from the failure by the Seller to deliver to the Trustee or
Custodian the
actual policy of lender's title insurance required pursuant to
clause (ix) of
the definition of Mortgage File by a date not later than 18 months
following the
Closing Date, if such Breach or Defect is capable of being cured
but is not
cured within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Rating Agencies, the applicable Master Servicer, the Special
Servicer, the
Trustee and the Directing Certificateholder setting forth the
reason such Breach
or Defect is not capable of being cured within the Initial
Resolution Period and
what actions the Seller is pursuing in connection with the cure
thereof and
stating that the Seller anticipates that such Breach or Defect will
be cured
within the Extended Resolution Period. Notwithstanding the
foregoing, any Defect
or Breach which causes any Mortgage Loan not to be a "qualified
mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without
regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a
defective
mortgage loan to be treated as a qualified mortgage) shall be
deemed to
materially and adversely affect the interests of the holders of the
Certificates
therein, and such Mortgage Loan shall be repurchased or a Qualified
Substitute
Mortgage Loan substituted in lieu thereof without regard to the
extended cure
period described in the preceding sentence. If the affected
Mortgage Loan is to
be repurchased, the Seller shall remit the Repurchase Price
(defined below) in
immediately available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan
document
requires the related Mortgagor to bear the costs and expenses
associated with
any particular action or matter under such Mortgage Loan
document(s), then
Seller shall cure such Breach within the applicable cure period (as
the same may
be extended) by reimbursing the Trust Fund (by wire transfer of
immediately
available funds) the reasonable amount of any such costs and
expenses incurred
by the applicable Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund that are the basis of such Breach and have not been
reimbursed by the
related Mortgagor; provided, however, that in the event any such
costs and
expenses exceed $10,000, the Seller shall have the option to either
repurchase
or substitute for the related Mortgage Loan as provided above or
pay such costs
and expenses. Except as provided in the proviso to the immediately
preceding
sentence, the Seller shall remit the amount of such costs and
expenses and upon
its making such remittance, the Seller shall be deemed to have
cured such Breach
in all respects. To the extent any fees or expenses that are the
subject of a
cure by the Seller are subsequently obtained from the related
Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained
from the
Mortgagor shall be returned to the Seller pursuant to Section
2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the
sole remedy
with respect to any breach of the representation set forth in the
second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the
Seller of
such costs and expenses without respect to the materiality of such
breach.
Any of the following will cause a document in the Mortgage File
to
be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro-forma or specimen
title insurance
policy or a commitment to issue the same pursuant to written escrow
instructions
signed by the title insurance company) called for by clause (ix) of
the
definition of "Mortgage File" in the Pooling and Servicing
Agreement; (d) the
absence from the Mortgage File of any required letter of credit;
(e) with
respect to any leasehold mortgage loan, the absence from the
related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; or
(f) the absence from the Mortgage File of any intervening
assignments required
to create a complete chain of assignments to the Trustee on behalf
of the Trust,
unless there is included in the Mortgage File a certified copy of
the
intervening assignment and a certificate stating that the original
intervening
assignments were sent for recordation; provided, however, that no
Defect (except
the Defects previously described in clauses (a) through (f)) shall
be considered
to materially and adversely affect the value of any Mortgage Loan,
the value of
the related Mortgaged Property or the interests of the Trustee or
any
Certificateholder therein unless the document with respect to which
the Defect
exists is required in connection with an imminent enforcement of
the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any
claim asserted
by any borrower or third party with respect to the Mortgage Loan,
establishing
the validity or priority of any lien on any collateral securing the
Mortgage
Loan or for any immediate significant servicing obligation.
Notwithstanding the
foregoing, the delivery of executed escrow instructions or a
commitment to issue
a lender's title insurance policy, as provided in clause (ix) of
the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu
of the
delivery of the actual policy of lender's title insurance, shall
not be
considered a Defect or Breach with respect to any Mortgage File if
such actual
policy is delivered to the Trustee or its Custodian within 18
months after the
Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the
applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if
any, satisfy all
other criteria for repurchase or substitution, as applicable, of
Mortgage Loans
set forth herein. In the event that the remaining Crossed Loans
satisfy the
aforementioned criteria, the Seller may elect either to repurchase
or substitute
for only the affected Crossed Loan as to which the related Breach
or Defect
exists or to repurchase or substitute for all of the Crossed Loans
in the
related Crossed Group. The Seller shall be responsible for the cost
of any
Appraisal required to be obtained by the applicable Master Servicer
to determine
if the Crossed Loan Repurchase Criteria have been satisfied, so
long as the
scope and cost of such Appraisal has been approved by the Seller
(such approval
not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
the Seller nor the Trustee shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of
remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Trustee shall forbear from exercising such remedies until the
Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be
modified in
a manner that removes the threat of material impairment as a result
of the
exercise of remedies or some other accommodation can be reached.
Any reserve or
other cash collateral or letters of credit securing the Crossed
Loans shall be
allocated between such Crossed Loans in accordance with the
Mortgage Loan
documents, or otherwise on a pro rata basis based upon their
outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed
Loan that
remains in the Trust Fund is modified to terminate the related
cross
collateralization and/or cross default provisions, as a condition
to such
modification, the Seller shall furnish to the Trustee an Opinion of
Counsel that
any modification shall not cause an Adverse REMIC Event. Any
expenses incurred
by the Purchaser in connection with such modification or
accommodation
(including but not limited to recoverable attorney fees) shall be
paid by the
Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan
to be repurchased pursuant to this Agreement and Section 2.03 of
the Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning
given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute
and deliver,
or cause the execution and delivery of, such endorsements and
assignments,
without recourse, as shall be necessary to vest in the Seller the
legal and
beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to
the Seller of all portions of the Mortgage File and other documents
(including
the Servicing File) pertaining to such Mortgage Loan possessed by
the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release,
or cause to
be released, to the Seller any escrow payments and reserve funds
held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased
or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto
shall
survive the execution and delivery and any termination of this
Agreement and
shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or
Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party
of
any Breach of a representation or warranty contained in this
Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or
substitute for
the affected Mortgage Loan pursuant to Section 6(e) herein shall
constitute the
sole remedy available to the Purchaser in connection with a Breach
or Defect
(subject to the last sentence of the second paragraph of Section
6(e)). It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes only; provided, however, that no
limitation of
remedy is implied with respect to the Seller's breach of its
obligation to cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the
Purchaser
to purchase the Mortgage Loans shall be subject to the
satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be
performed
by it at or prior to the Closing Date pursuant to the terms of this
Agreement
shall have been duly performed and complied with and all of the
representations
and warranties of the Seller under this Agreement shall be true and
correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and by-laws,
certified
as of a recent date by the Secretary or Assistant Secretary of
the
Seller;
(ii) an original or copy of a certificate of corporate existence
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 corporate or other action has been taken by
the Seller to authorize the execution, delivery and performance
of
this Agreement and the Indemnification Agreement by the Seller
and
this Agreement is a legal, valid and binding agreement of the
Seller
enforceable against the Seller, whether such enforcement is
sought
in a procedure at law or in equity, except to the extent such
enforcement may be limited by bankruptcy or other similar
creditors'
laws or principles of equity and public policy considerations
underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions
of
the Agreement which purport to provide indemnification with
respect
to securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and
the
Indemnification Agreement do not and will not conflict with the
Seller's articles of association or by-laws or conflict with or
result in the breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust,
loan agreement or other material agreement or instrument to
which
the Seller is a party or by which the Seller is bound, or to
which
any of the property or assets of the Seller is subject or
violate
any provisions of law or conflict with or result in the breach
of
any order of any court or any governmental body binding on the
Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or
to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement
or
(ii) would, if decided adversely to the Seller, either
individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification
Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by
the
Seller of the transactions contemplated by this Agreement and
the
Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications
as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing
has come
to such counsel's attention that would lead such counsel to
believe
that the Prospectus Supplement as of the date thereof or as of
the
Closing
Date contains, with respect to the Seller or the Mortgage
Loans,
any untrue
statement of a material fact or omits to state a material fact
necessary
in order to make the statements therein relating to the Seller
or the
Mortgage Loans, in the light of the circumstances under which
they
were made,
not misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share
(the
Seller's pro rata share to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents in proportion to the aggregate principal balance as of
the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of
all costs
and expenses of the Purchaser in connection with the transactions
contemplated
herein, including (without duplication thereof), but not limited
to: (i) the
costs and expenses of the Purchaser in connection with the purchase
of the
Mortgage Loans and other mortgage loans; (ii) the costs and
expenses of
reproducing and delivering the Pooling and Servicing Agreement and
printing (or
otherwise reproducing) and delivering the Certificates; (iii) the
reasonable and
documented fees, costs and expenses of the Trustee and its counsel
incurred in
connection with the Trustee entering into the Pooling and Servicing
Agreement;
(iv) the fees and disbursements of a firm of certified public
accountants
selected by the Purchaser and the Seller with respect to numerical
information
in respect of the Mortgage Loans, other mortgage loans and the
Certificates
included in the Prospectus, the Memoranda (as defined in the
Indemnification
Agreement) and any related 8-K Information (as defined in the
Underwriting
Agreement), or items similar to the 8-K Information, including the
cost of
obtaining any "comfort letters" with respect to such items; (v) the
costs and
expenses in connection with the qualification or exemption of the
Certificates
under state securities or blue sky laws, including filing fees and
reasonable
fees and disbursements of counsel in connection therewith; (vi) the
costs and
expenses in connection with any determination of the eligibility of
the
Certificates for investment by institutional investors in any
jurisdiction and
the preparation of any legal investment survey, including
reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs
and expenses
in connection with printing (or otherwise reproducing) and
delivering the
Registration Statement, Prospectus and Memoranda, and the
reproduction and
delivery of this Agreement and the furnishing to the Underwriters
of such copies
of the Registration Statement, Prospectus, Memoranda and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood LLP, counsel to the
Underwriters, and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement and that the rights so assigned may be further assigned
to, and shall
inure to the benefit of, any successor trustee under the Pooling
and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject
to the
provisions hereof), including that of expense reimbursement,
pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the
Pooling and
Servicing Agreement, the representations and warranties of the
Seller made
hereunder and the remedies provided hereunder with respect to
Breaches or
Defects may not be further assigned by the Purchaser, the Trustee
or any
successor trustee. No owner of a Certificate issued pursuant to the
Pooling and
Servicing Agreement shall be deemed a successor or permitted assign
because of
such ownership. This Agreement shall bind and inure to the benefit
of, and be
enforceable by, the Seller, the Purchaser and their permitted
successors and
permitted assigns. The warranties and representations and the
agreements made by
the Seller herein shall survive delivery of the Mortgage Loans to
the Trustee
until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Dennis Schuh, fax number (212) 834-6593 with a copy to Bianca
Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, JPMorgan Chase
Bank, N.A., 270
Park Avenue, 10th Floor, New York, New York 10017, Attention:
Dennis Schuh, fax
number (212) 834-6593, with a copy to Bianca Russo, fax number:
(212) 834-6593
and (iii) in the case of any of the preceding parties, such other
address or fax
number as may hereafter be furnished to the other party in writing
by such
party.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. Except as set forth in
Section 6
herein, no notice to or demand on any party in any case shall
entitle such party
to any other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF,
the Purchaser and the Seller have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP., as Purchaser
By: /s/ Charles
Y. Lee
----------------------------------
Name: Charles Y.
Lee
Title: Vice President
JPMORGAN CHASE BANK, N.A., as Seller
By: /s/ Charles
Y. Lee
----------------------------------
Name: Charles Y.
Lee
Title: Vice President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan #
Mortgagor
Name
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
2
Brookfield Properties 53 State Co. L.P.
3
Silicon Valley CA-I, LLC, Silicon Valley CA-II, LLC and Silicon
Valley CA-III, LLC
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.1
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
7*
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
7
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
8
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
9
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
10
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
11
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
12
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
13
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
14
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
15
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
16
CRP Holdings B, L.P.,
CRP Holdings B-TX, L.P.
17
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
18
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
19
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
20
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
21
CRP
Holdings B, L.P., CRP Holdings B-TX, L.P.
22
Welsh ADS
IN, LLC, Welsh ADS NC, LLC, Welsh Core OH, LLC, Welsh Fingerhut MN,
LLC, Welsh GMR WI, LLC, Welsh HK WI, LLC,
Welsh Jenkins AL, LLC, Welsh Leedsworld PA, LLC, Welsh Midland WI,
LLC, Welsh Navarre MN, LLC, Wesh Olsen IA, LLC,
Welsh Riviera MI, LLC, and Welsh Superstock FL, LLC
22.01
22.02
22.03
22.04
22.05
22.06
22.07
22.08
22.09
22.1
22.11
22.12
22.13
23
FMP Kimco
Foothills LLC
25
Smart Park
PH I, LLC and Garlick Investments, LLC
30
543 East
21st Limited Liability Company, 538 East 21st Limited Liability
Company, CN 1820 LLC, CNU1 LLC, HM 1296 LLC,
CNU2 LLC, CN 17 LLC, JFU1 LLC, CNU4 LLC
30.01
30.02
39
Tidan USA
/ Orange Grove LLC
40
Triangle
Industrial Enterprises, LLC
41
ACC
Commerce Center, LLC
48
LT Loma
Verde LLC
49
Briargrove
Place, L.L.C.
52
ACC
Executive Tower, LLC
53
South Dean
Street, L.P.
54
Citiside
Booth, LLC, Citiside Brauburger, LLC, Citiside Canevari, LLC,
Citiside Christenson, LLC, Citiside Comer, LLC,
Citiside Dreier, LLC, Citiside Franzen, LLC, Citiside Garg, LLC,
Citiside Global, LLC, Citiside Hemry, LLC, Citiside
LI, LLC, Citiside Locey, LLC, Citiside Nalbach, LLC, Citiside
Nartker, LLC, Citiside Nguyen LLC, Citiside Patty, LLC,
Citiside Poulton, LLC, Citiside Stielstra, LLC, Citiside
Tsukamoto-Kozen, LLC, Citiside Tsukamoto-Kazue, LLC, Citiside
Vendelin, LLC, Citiside Wasilewski, LLC, Citiside Wright, LLC,
Citiside RS, LLC
57
Madison/PMT La Quinta, LLC
58
Ak-Sar-Ben
Village, L.L.C.
61
501 North
44th Street Trust
66
Glenview
Ravine Way LLC
67
TSN
Country Corner LLC
69
Landerbrook Place, Limited Partnership
74
Knob Hill
Apartments Limited Partnership
76
JCRS II,
Colorado-Hampden Villa, LLC and Four Boys Hampden Villa, LLC
78
Diab-Sharkiah, LLC
84
Circuit
Associates, LLC
85
SJS - 95
Highland Avenue, L.P.
87
Harvey
Oaks, L.L.C.
92
Cioe
Chandler I, LLC
97
Grape Vine
Market Center, L.P.
99
Ross Plaza
One, L.L.C. & Stanford Fiesta Crossings, LLC
100
Wink
United Plaza, L.L.C.
101
TRPF /
1252 Orleans, LLC
103
Donato at
Wall 3, LLC
108
Spectrum I
Woodstock LLC
110
Eastpoint
Properties LLC
111
Redbank
Professional Office Building, LLC
115
SJS- 100
Brodhead Road, L.P
121
R G
Centers, LLC
123
E-Town
Motel Associates-2, LLC
127
TPRF /
1310 Orleans, LLC
128
DJK Round
Rock Management, L.L.C. and PCK Round Rock Management, L.L.C.
134
Starkville
Investment Company, LLC
137
ACC
Century Borrower, LLC
140
Emmorton
Road Development, LLC
141
RVR
Capital, LLC
146
Maruti
Hotels, LLC
147
Dwyer
Family Limited Partnership SS I
152
30 E.
Hoffman, LLC
154
Garfield
Investors, LLC
155
TP
Investors, LLC
<CAPTION>
Loan #
Property Address
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
2 53
State Steet
3
Various
3.01 1140 Technology
Drive, 500 McCarthy Boulevard, 900 Sumac Drive, 1000 Sumac Drive,
1101 Sumac Drive, 601 McCarthy Boulevard
3.02 1101 West Maude
Avenue, 700A, 700B, 700C East Middlefield Road
3.03 1455, 1421,
1371, 1390, 1440 McCarthy Drive, 888, 800, 750, 690 Tasman Drive,
620, 590, 570, 540, 500 Alder Drive
3.04 2518, 2520,
2540, 2560 Mission College Boulevard, 3900, 3910, 3920, 3930, 3940,
3960, 3970, 3990 Freedom Circle
3.05 3233, 3255 Scott
Boulevard, 3333, 3393 Octavius Drive, 2455, 2465, 2475 Augustine
Drive
3.06 3101, 3102, 3103
Scott Boulevard, 3250, 3260, 3270 Jay Street, 3201 Olcott
Street
3.07 191 Baypointe
Parkway, 105, 160, 178 East Tasman Drive
3.08 772, 785 Lucerne
Drive, 285 North Wolfe Road, 140 Kiefer Court, 1293 Anvilwood
Avenue, 484 Oakmead Parkway, 1151 Sonora
Court, 1277 Reamwood Avenue, 324, 328 Martin Avenue, 150 Charcot
Avenue, 2191 Zanker Road
3.09 2820 Orchard
Parkway, 3, 75 West Plumeria Drive, 2825 North First Street
3.1 350, 470,
485 Potrero Avenue, 880 W. Maude Avenue, 415 N. Mathilda Avenue,
435 Indio Way
3.11 333, 345 East
Middlefield Road, 301 North Whisman Road, 640 Clyde Court, 835, 880
Maude Avenue, 1161 San Antonio Road,
2761 Marine Parkway, 636 Ellis Street
3.12 2400, 2424,
2630, 2710 Walsh Avenue, 2855 Bowers Avenue
3.13 535, 555 Del Rey
Avenue, 650 Alamanor Avenue, 646-686 Maude Avenue, 750 Palomar
Avenue
3.14 500, 501 Macara
Avenue
3.15
1920,1940,1960,1980 Zanker Road
3.16 2121, 2111, 2101
Tasman Drive
3.17 550 Del Rey
Avenue, 595 North Pastoria Avenue, 639 Pastoria Evenue, 733 Palomar
Avenue, 670 Almanor Avenue
3.18 5150 Great
America Parkway, 2952 Bunker Hill Lane and 5155 Old Ironsides
Drive
7*
Various
7 5855
Copley Drive
8 4001
& 4105 Hickory Hill Road and 5625 Challenge Drive
9
11701, 11725 & 12055 Missouri Bottom Road
10 155
Pfingsten Road
11 2287-2321
South Mount Prospect Road
12 520 East
North Avenue
13 6501
Flotilla Street
14 4550
Spring Valley Road
15 8500-8580
Hedge Lane Terrace
16 10351 Home
Road
17 815 South
Coppell Road
18 13524
Welch Road
19 1130 West
Jackson Road
20 4600
Simonton Road
21 625 Slawin
Court
22
Various
22.01 6210-6270
Ridgewood Road
22.02 400 Hunt Valley
Road
22.03 5000 South Towne
Drive
22.04 2855 South James
Drive
22.05 7660 Centurion
Parkway
22.06 7550 49th Avenue
North
22.07 5460 Executive
Parkway
22.08 3545 Nicholson
Road
22.09 1745 East 165th
Street
22.1 1608 Frank Akers
Road
22.11 1100 East
LeClaire Road
22.12 787 Renaissance
Parkway
22.13 9925 Brookford
Street
23 7325 North
La Cholla Boulevard
25 2400
Stevens Drive, 2425, 2435, 2440 & 2505 Stevens Center Place and
2620 Fermi Drive
30
Various
30.01 28405 Van Dyke
Avenue
30.02 805 Uniek
Drive
39 111 North
Gilbert Road
40 701
Distribution Drive
41 7701
Greenbelt Road
48 3150,
3180, 3200, 3206, 3210, 3216, 3220, 3226 and 3230 Loma Verde Drive
49 17855
North Dallas Parkway
52 2101
Executive Drive
53 24 &
42 South Dean Street
54 5000
Community Circle
57 78370 Hwy
111
58 1220 South
71st Street
61 501 North
44th Street
66 2350
Ravine Way
67 635 North
Broadway
69 5915
Landerbrook Drive
74 2300 Knob
Hill Drive
76
15102-15282 East Hampden Avenue
78 9323 -
9333 Tech Center Drive
84 3000 South
Halsted Street
85 95
Highland Avenue
87
12100-14626 West Center Road
92 3191 North
Washington Street
97 7938 Great
Northern Boulevard
99 4770
Montgomery Blvd NE
100 8641
United Plaza Blvd
101 1252
Orleans Drive
103 1800 Route
34
108 1029 South
Main Street
110 2600
Eastpoint Parkway
111 4850 Red Bank Road
115 100
Brodhead Road
121 14755
Foothill Boulevard
123 1031
Executive Drive
127 1308
Orleans Drive
128 2051
Gattis School Road
134 700
Highway 12 East
137 20111
Century Boulevard
140 2107
Laurel Bush Road
141 4938
Brownsboro Road
146 11714
Morris Bridge Road
147 12310
Perry Road
152 30 East
Hoffman Avenue
154 4519 North
Garfield Street
155 610 Center
Street
<CAPTION>
Loan #
City
State
Zip Code
County
-------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
2
Boston
MA
02109
Suffolk
3
Various
CA
Various
Various
3.01
Milpitas
CA
95035
Santa Clara
3.02
Mountain View
CA
95054
Santa Clara
3.03
Milpitas
CA
95035
Santa Clara
3.04
Santa Clara
CA
95054
Santa Clara
3.05
Santa Clara
CA
95054
Santa Clara
3.06
Santa Clara
CA
95054
Santa Clara
3.07
San
Jose
CA
95134
Santa Clara
3.08
Sunnyvale, Santa Clara, San Jose
CA
94085, 95054,
95112
Santa Clara
3.09
San
Jose
CA
95112
Santa Clara
3.1
Sunnyvale
CA
94085
Santa Clara
3.11
Mountain View
CA
94043
Santa Clara
3.12
Santa Clara
CA
95054
Santa Clara
3.13
Sunnyvale
CA
94085
Santa Clara
3.14
Sunnyvale
CA
94085
Santa Clara
3.15
San
Jose
CA
95112
Santa Clara
3.16
Santa Clara
CA
95054
Santa Clara
3.17
Sunnyvale
CA
94085
Santa Clara
3.18
Santa Clara
CA
95054
Santa Clara
7*
Various
Various
Various
Various
7
San
Diego
CA
92111
San
Diego
8
Memphis
TN
38115
Shelby
9
Hazelwood
MO
63042
Saint Louis
10
Deerfield
IL
60015
Lake
11
Des
Plaines
IL
60018
Cook
12
Carol
Stream
IL
60188
Dupage
13
Commerce
CA
90040
Los Angeles
14
Farmers
Branch
TX
75244
Dallas
15
Shawnee
KS
66227
Johnson
16
Frisco
TX
75034
Collin
17
Coppell
TX
75019
Dallas
18 Farmers
Branch
TX
75244
Dallas
19
Carrollton
TX
75006
Dallas
20
Farmers
Branch
TX
75244
Dallas
21
Mount
Prospect
IL
60056
Cook
22
Various
Various
Various
Various
22.01
St.
Cloud
MN
56303
Stearns
22.02
New
Kensington
PA
15068
Westmoreland
22.03
New
Berlin
WI
53151
Waukesha
22.04
New
Berlin
WI
53151
Waukesha
22.05
Jacksonville
FL
32256
Duval
22.06
New
Hope
MN
55428
Hennepin
22.07
Grand Rapids
MI
49512
Kent
22.08
Franksville
WI
53126
Racine
22.09
Hammond
IN
46320
Lake
22.1
Anniston
AL
36207
Calhoun
22.11
Eldridge
IA
52748
Scott
22.12
Painesville
OH
44077
Lake
22.13
Mecklenburg
NC
28273
Mecklenburg
23
Tucson
AZ
85741
Pima
25
Richland
WA
99352
Benton
30
Various
Various
Various
Various
30.01
Warren
MI
48093
Macomb
30.02
Waunakee
WI
53597
Dane
39
Mesa
AZ
85203
Maricopa
40
Morrisville
NC
27560
Wake
41
Greenbelt
MD
20770
Prince Georges
48
San Jose
CA
95117
Santa Clara
49
Dallas
TX
75287
Collin
52
Hampton
VA
23666
Hampton City
53
Englewood
NJ
07631
Bergen
54
Charlotte
NC
28215
Mecklenburg
57
La Quinta
CA
92253
Riverside
58
Omaha
NE
68106
Douglas
61
Phoenix
AZ
85008
Maricopa
66
Glenview
IL
60025
Cook
67
Escondido
CA
92025
San Diego
69
Mayfield
Heights
OH
44124
Cuyahoga
74
Okemos
MI
48864
Ingham
76 Aurora
CO
80014
Arapahoe
78
Sacramento
CA
95826
Sacramento
84
Chicago
IL
60608
Cook
85
Bethlehem
PA
18017
Northampton
87
Omaha
NE
68144
Douglas
92
Chandler
AZ
85225
Maricopa
97
Austin
TX
78757
Travis
99
Albuquerque
NM
87109
Bernalillo
100
Baton
Rouge
LA
70809
East Baton Rouge
101
Sunnyvale
CA
94089
Santa Clara
103
Wall
Township
NJ
07719
Monmouth
108
Woodstock
VA
22664
Shenandoah
110
Louisville
KY
40223
Jefferson
111
Cincinnati
OH
45227
Hamilton
115
Bethlehem
PA
18017
Northampton
121
Fontana
CA
92335
San Bernardino
123
Elizabethtown
KY
42701
Hardin
127
Sunnyvale
CA
94089
Santa Clara
128
Round Rock
TX
78664
Williamson
134
Starkville
MS
39759
Oktibbeha
137
Germantown
MD
20874
Montgomery
140
Bel Air
MD
21015
Harford
141
Louisville
KY
40222
Jefferson
146
Tampa
FL
33637
Hillsborough
147
Houston
TX
77070
Harris
152
Lindenhurst
NY
11757
Suffolk
154
Midland
TX
79705
Midland
155
Burlington
NC
27215
Alamance
<CAPTION>
Loan #
Property Name
Size
Measure
Interest Rate (%)
----------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
2
53 State Street
1120280 Square
Feet
5.95750
3
RREEF Silicon Valley Office Portfolio
5332996 Square
Feet
6.14040
3.01
Quantum Business Park
775249 Square
Feet
6.14040
3.02
Maude 4-7
397510 Square
Feet
6.14040
3.03
Milpitas Business Park
608968 Square
Feet
6.14040
3.04
Marriot
427501 Square
Feet
6.14040
3.05
Park Square Phase I and Phase II
465155 Square
Feet
6.14040
3.06
Jay 1-6/Olcott
371106 Square
Feet
6.14040
3.07
North Pointe Business Park
330670 Square
Feet
6.14040
3.08
Sunnyvale/Santa Clara/San Jose
293297 Square
Feet
6.14040
3.09
Orchard Park
260561 Square
Feet
6.14040
3.1
Peery Park I
252615 Square
Feet
6.14040
3.11
Mountain View Properties
170769 Square
Feet
6.14040
3.12
Walsh 1-8
251061 Square
Feet
6.14040
3.13
Peery Park II
202149 Square
Feet
6.14040
3.14
Macara A&B
96066 Square
Feet
6.14040
3.15
Zanker/Brokaw
120693 Square
Feet
6.14040
3.16
Guadalupe A-C
128000 Square
Feet
6.14040
3.17
Peery Park Biotech
83336 Square
Feet
6.14040
3.18
Great America Parkway A-C
98290 Square
Feet
6.14040
7*
Colony III Portfolio
2990295 Square
Feet
6.01300
7
Copley Corporate Center
120483 Square
Feet
6.01300
8
Memphis Distribution Center
888942 Square
Feet
6.01300
9
St. Louis Industrial Portfolio
492090 Square
Feet
6.01300
10
155 Pfingsten Road
117069 Square
Feet
6.01300
11
Woodland Rose
191146 Square
Feet
6.01300
12
McKesson Facility
314574 Square
Feet
6.01300
13
Flotilla
171388 Square
Feet
6.01300
14
4550 Spring Valley Road
214110 Square
Feet
6.01300
15
Perimeter Park
110511 Square
Feet
6.01300
16
10351 Home Road
86400 Square
Feet
6.01300
17
815 South Coppell Road
78750 Square
Feet
6.01300
18
13524 Welch Road
74000 Square
Feet
6.01300
19
1130 West Jackson Road
54095 Square
Feet
6.01300
20
4600 Simonton Road
40000 Square
Feet
6.01300
21
Slawin Court
36737 Square
Feet
6.01300
22
CNL/Welsh Portfolio
2377440 Square
Feet
6.18430
22.01
Fingerhut Distribution Facility
914315 Square
Feet
6.18430
22.02
Leedsworld
159785 Square
Feet
6.18430
22.03
GMR Marketing
74000 Square
Feet
6.18430
22.04
HK Systems
86204 Square
Feet
6.18430
22.05
SuperStock
72486 Square
Feet
6.18430
22.06
Navarre Corporation
115286 Square
Feet
6.18430
22.07
Riviera Tool Company
176607 Square
Feet
6.18430
22.08
Midland Containers
136000 Square
Feet
6.18430
22.09
ADS Logistics - IN
102475 Square
Feet
6.18430
22.1
Jenkins Manufacturing Company
203496 Square
Feet
6.18430
22.11
Olsen Engineering LLC
131550 Square
Feet
6.18430
22.12
Core Systems
98592 Square
Feet
6.18430
22.13
ADS Logistics - NC
106644 Square
Feet
6.18430
23
Foothills Mall
501514 Square
Feet
6.08050
25
Stevens Center Business Park
469014 Square
Feet
6.24650
30
Neiss Portfolio
449950 Square
Feet
6.24200
30.01
Asset Acceptance
200000 Square
Feet
6.24200
30.02
Uniek
249950 Square
Feet
6.24200
39
Orange Grove Apartments
396
Units
6.09500
40
Keystone Industrial Park
536000 Square
Feet
6.33250
41
Commerce Center I
123248 Square
Feet
5.87200
48
Villa Verde Apartments II
164
Units
6.16000
49
Briargrove Place
127083 Square
Feet
6.28000
52
Executive Tower
134179 Square
Feet
5.84100
53
Shoppes on Dean
40666 Square
Feet
6.22000
54
The Links at Citiside Apartments
276
Units
6.62000
57
The Plaza at Point Happy
38674 Square
Feet
6.09000
58
Shoppes at Aksarben
55121 Square
Feet
6.14000
61
Phoenix Office Building
102185 Square
Feet
6.17300
66
2350 Ravine Way
60354 Square
Feet
6.15300
67
Country Corner Shopping Center
52427 Square
Feet
6.14000
69
Landerbrook Place
77664 Square
Feet
6.19500
74
Knobhill Apartments
228
Units
6.02900
76
Hampden Villa Center
96181 Square
Feet
6.26000
78
Mayhew Tech Center
68639 Square
Feet
6.01000
84
Parkview Plaza
49984 Square
Feet
6.18750
85
Highland Plaza
73000 Square
Feet
6.05600
87
Harvey Oaks
61811 Square
Feet
5.52000
92
EastPoint Business Center
77225 Square
Feet
6.27000
97
Grape Vine Center
35005 Square
Feet
6.30000
99
Fiesta Crossings SC
64602 Square
Feet
6.15000
100
United Plaza
52161 Square
Feet
6.36000
101
Orleans Business Park
50000 Square
Feet
6.20000
103
Donato Corporate Park
41176
Square Feet
5.97500
108
Woodstock Square Shopping Center
83845 Square
Feet
6.06000
110
Eastpoint Business Park
45000 Square
Feet
6.63500
111
Red Bank
Medical
38412 Square
Feet
6.29750
115
Liberty Plaza
47765 Square
Feet
6.05600
121
Foothill Village
24895 Square
Feet
5.93000
123
Fairfield Inn & Suites
75
Rooms
6.31000
127
Orleans Business Park II
50000 Square
Feet
6.20000
128
Round Rock Towne Center
45174 Square
Feet
6.23000
134
Hampton Inn - Starkville, MS
69
Rooms
6.62750
137
Century Boulevard
21108 Square
Feet
5.69330
140
Emmorton Professional Building
29039 Square
Feet
6.23000
141
Rodes Building
24960 Square
Feet
6.44500
146
Ramada Inn - Tampa
122
Rooms
6.59500
147
Storage Solutions
689
Units
6.55000
152
30 East Hoffman Avenue
21500 Square
Feet
6.46500
154
Garfield Place
36064 Square
Feet
6.63000
155
Tucker Street Apartments
100
Units
5.90000
<CAPTION>
Net
Mortgage
Interest
Original
Cutoff
Rem.
Maturity/
Amort.
Rem.
Loan #
Rate
Balance
Balance Term
Term
ARD Date Term
Amort.
--------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
2
5.93690
280,000,000
280,000,000 120
119
08/01/16
0
0
3
6.11980
250,000,000
250,000,000 84
82
07/09/13
0
0
3.01
6.11980
43,396,071
43,396,071
84
82
07/09/13
0
0
3.02
6.11980
35,081,786
35,081,786
84
82
07/09/13
0
0
3.03
6.11980
21,665,357
21,665,357
84
82
07/09/13
0
0
3.04
6.11980
20,536,786
20,536,786
84
82
07/09/13
0
0
3.05
6.11980
20,515,000
20,515,000
84
82
07/09/13
0
0
3.06
6.11980
16,607,500
16,607,500
84
82 07/09/13
0
0
3.07
6.11980
14,566,786
14,566,786
84
82
07/09/13
0
0
3.08
6.11980
11,462,143
11,462,143
84
82
07/09/13
0
0
3.09
6.11980
10,854,286
10,854,286
84
82
07/09/13
0
0
3.1
6.11980
9,139,286
9,139,286
84
82
07/09/13
0
0
3.11
6.11980
8,596,786
8,596,786
84
82
07/09/13
0
0
3.12
6.11980
8,401,429
8,401,429
84
82
07/09/13
0
0
3.13
6.11980
7,381,071
7,381,071
84
82
07/09/13
0
0
3.14
6.11980
5,036,429
5,036,429
84
82
07/09/13
0
0
3.15
6.11980
4,862,857
4,862,857
84
82
07/09/13
0
0
3.16
6.11980
4,515,357
4,515,357
84
82
07/09/13
0
0
3.17
6.11980
4,255,000
4,255,000
84
82
07/09/13
0
0
3.18
6.11980
3,126,070
3,126,070
84
82
07/09/13
0
0
7*
5.99240
116,704,000
116,704,000
0
0
7
5.99240
24,000,000
24,000,000
96
96
09/01/14
0
0
8
5.99240
18,000,000
18,000,000
72
72
09/01/12
0
0
9
5.99240
14,040,000
14,040,000
96
96
09/01/14
0
0
10
5.99240
12,150,000
12,150,000
60
60
09/01/11
0
0
11
5.99240
10,410,000
10,410,000
72
72
09/01/12
0
0
12
5.99240
10,200,000
10,200,000
72
72
09/01/12
0
0
13
5.99240
7,234,000
7,234,000
96
96
09/01/14
0
0
14
5.99240
6,377,774
6,377,774
72
72
09/01/12
0
0
15
5.99240
3,480,000
3,480,000
72
72
09/01/12
0
0
16
5.99240
2,573,629
2,573,629
72
72
09/01/12
0
0
17
5.99240
2,345,755
2,345,755
72
72
09/01/12
0
0
18
5.99240
2,100,000
2,100,000
60
60
09/01/11
0
0
19
5.99240
1,611,348
1,611,348
72
72
09/01/12
0
0
20
5.99240
1,191,495
1,191,495
72
72
09/01/12
0
0
21
5.99240
990,000
990,000 72
72
09/01/12
0
0
22
6.16370
110,200,000
110,200,000 120
118
07/07/16
360
360
22.01
6.16370
16,700,000
16,700,000 120
118
07/07/16
360
360
22.02
6.16370
13,525,000
13,525,000 120
118
07/07/16
360
360
22.03
6.16370
11,650,000
11,650,000 120
118
07/07/16
360
360
22.04
6.16370
11,250,000
11,250,000 120
118
07/07/16
360
360
22.05
6.16370
8,450,000
8,450,000 120
118
07/07/16
360
360
22.06
6.16370
7,425,000
7,425,000 120
118
07/07/16
360
360
22.07
6.16370
6,750,000
6,750,000 120
118
07/07/16
360
360
22.08
6.16370
6,550,000
6,550,000 120
118
07/07/16
360
360
22.09
6.16370
6,350,000
6,350,000 120
118
07/07/16
360
360
22.1
6.16370
6,000,000
6,000,000 120
118
07/07/16
360
360
22.11
6.16370
5,700,000
5,700,000 120
118
07/07/16
360
360
22.12
6.16370
5,150,000
5,150,000 120
118
07/07/16
360
360
22.13
6.16370
4,700,000
4,700,000 120
118
07/07/16
360
360
23
6.05990
81,000,000
81,000,000 120
118
07/01/16
360
360
25
6.20590
55,650,000
55,650,000 120
120
09/01/16
360
360
30
6.22140
36,600,000
36,571,565 120
119
08/01/16
360
359
30.01
6.22140
27,500,000
27,478,635 120
119
08/01/16
360
359
30.02
6.22140
9,100,000
9,092,930 120
119
08/01/16
360
359
39
6.07440
20,000,000
20,000,000 120
118
07/01/16
360
360
40
6.31190
19,675,000
19,660,087 120
119
08/01/16
360
359
41
5.80140
18,300,000
18,300,000 120
120
10/01/16
360
360
48
6.13940
13,900,000
13,900,000 120
119
08/01/16
360
360
49
6.25940
13,700,000
13,665,810 120
117
06/01/16
360
357
52
5.77040
12,800,000
12,800,000 120
120
10/01/16
360
360
53
6.19940
12,380,000
12,380,000 144
144
10/01/18
360
360
54
6.55940
11,980,000
11,980,000
60
58
07/01/11
360
360
57
6.06940
9,900,000
9,900,000 120
115
04/01/16
360
360
58
6.11940
10,400,000
10,400,000 144
144
09/01/18
360
360
61
6.15240
10,000,000
10,000,000 120
120
09/01/16
360
360
66
6.08240
8,700,000
8,700,000 120
120
09/01/16
360
360
67
6.06940
8,660,000
8,660,000 120
119
08/01/16
360
360
69
6.12440
8,450,000
8,450,000 120
119
08/01/16
360
360
74
6.00840
8,000,000
8,000,000 120
120
09/01/16
360
360
76
6.23940
7,600,000
7,600,000 120
119
08/01/16
360
360
78
5.98940
7,400,000
7,400,000 120
120
09/01/16
360
360
84
6.16690
6,400,000
6,400,000
120
119
08/01/16
360
360
85
6.03540
6,375,000
6,375,000 120
120
09/01/16
360
360
87
5.49940
6,250,000
6,250,000 120
118
07/01/16
360
360
92
6.24940
5,900,000
5,900,000 120
120
09/01/16
360
360
97
6.27940
5,525,000
5,525,000 120
119
08/01/16
360
360
99
6.12940
5,500,000
5,493,184 120
119
08/01/16
300
299
100
6.33940
5,400,000
5,391,854 120
118
07/01/16
360
358
101
6.12940
5,300,000
5,300,000 120
118
07/01/16
0
0
103
5.91440
5,200,000
5,200,000 120
120
09/01/16
360
360
108
6.03940
5,050,000
5,050,000 120
120
09/01/16
360
360
110
6.54440
5,000,000
5,000,000 180
180
09/01/21
360
360
111
6.27690
5,000,000
5,000,000 120
120
09/01/16
360
360
115
6.03540
4,825,000
4,825,000 120
120
09/01/16
360
360
121
5.90940
4,625,000
4,625,000 120
120
09/01/16
360
360
123
6.23940
4,450,000
4,450,000 120
120
09/01/16
240
240
127
6.12940
4,200,000
4,200,000 120
118
07/01/16
0
0
128
6.15940
4,175,000
4,166,930 240
239
08/01/26
240
239
134
6.54690
3,600,000
3,595,950 120
119
08/01/16
300
299
137
5.62270
3,400,000
3,400,000 120
120
10/01/16
360
360
140
6.13940
3,200,000
3,197,506 120
119
08/01/16
360
359
141
6.37440
3,200,000
3,197,168 120
119
08/01/16
336
335
146
6.48440
3,000,000
3,000,000 120
120
09/01/16
240
240
147
6.47940
3,000,000
2,997,860 120
119
08/01/16
360
359
152
6.44440
2,500,000
2,495,330 180
179
08/01/21
240
239
154
6.60940
2,320,000
2,314,687
60
57
06/01/11
360
357
155
5.87940
1,980,000
1,980,000
120
114
03/01/16
360
360
<CAPTION>
Monthly
ARD
Debt
Servicing
Accrual
ARD Step
Crossed
Originator/
Loan #
Service
Fee Rate
Type
(Y/N) Up (%)
Title Type
Loan
Loan Seller
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C> <C>
<C>
<C>
2
1,409,390
0.02000
Actual/360
No
Leasehold
JPMCB
3
1,297,017
0.02000
Actual/360
No
Fee
JPMCB
3.01
0.02000
No
Fee
JPMCB
3.02
0.02000
No
Fee
JPMCB
3.03
0.02000
No
Fee
JPMCB
3.04
0.02000
No
Fee
JPMCB
3.05
0.02000
No
Fee
JPMCB
3.06
0.02000
No
Fee
JPMCB
3.07
0.02000
No
Fee
JPMCB
3.08
0.02000
No
Fee
JPMCB
3.09
0.02000
No
Fee
JPMCB
3.1
0.02000
No
Fee
JPMCB
3.11
0.02000
No
Fee
JPMCB
3.12
0.02000
No
Fee
JPMCB
3.13
0.02000
No
Fee
JPMCB
3.14
0.02000
No
Fee
JPMCB
3.15
0.02000
No
Fee
JPMCB
3.16
0.02000
No
Fee
JPMCB
3.17
0.02000
No
Fee
JPMCB
3.18
0.02000
No
Fee
JPMCB
7*
592,906
0.02000
Actual/360
No
Fee
JPMCB
7
121,930
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
8
91,448
0.02000
Actual/360 No
Fee
01/01/00
JPMCB
9
71,329
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
10
61,727
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
11
52,887
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
12
51,820
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
13
36,752
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
14
32,402
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
15
17,680
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
16
13,075
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
17
11,917
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
18
10,669
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
19
8,186
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
20
6,053
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
21
5,030
0.02000
Actual/360
No
Fee
01/01/00
JPMCB
22
673,819
0.02000
Actual/360
No
Fee
JPMCB
22.01
0.02000
No
Fee
JPMCB
22.02
0.02000
No
Fee
JPMCB
22.03
0.02000
No
Fee
JPMCB
22.04
0.02000
No
Fee
JPMCB
22.05
0.02000
No
Fee
JPMCB
22.06
0.02000
No
Fee
JPMCB
22.07
0.02000
No
Fee
JPMCB
22.08
0.02000
No
Fee
JPMCB
22.09
0.02000
No
Fee
JPMCB
22.1
0.02000
No
Fee
JPMCB
22.11
0.02000
No
Fee
JPMCB
22.12
0.02000
No
Fee
JPMCB
22.13
0.02000
No
Fee
JPMCB
23
489,836
0.02000
Actual/360
No
Fee
JPMCB
25
342,520
0.02000
Actual/360
No
Fee and Leasehold
JPMCB
30
225,162
0.02000
Actual/360
No
Fee
JPMCB
30.01
0.02000
No
Fee
JPMCB
30.02
0.02000
No
Fee
JPMCB
39
121,134
0.02000
Actual/360
No
Fee
JPMCB
40
122,200 0.02000
Actual/360
No
Fee
JPMCB
41
108,216
0.02000
Actual/360
No
Fee
JPMCB
48
84,773
0.02000
Actual/360
No
Fee
JPMCB
49
84,621
0.02000
Actual/360
No
Fee
JPMCB
52
75,439
0.02000
Actual/360
No
Fee
JPMCB
53
75,984
0.02000
Actual/360
No
Fee
JPMCB
54
76,670
0.01000
Actual/360
No
Fee
JPMCB
57
59,930
0.02000
Actual/360
No
Fee
JPMCB
58
63,292
0.02000
Actual/360
No
Fee
JPMCB
61
61,072
0.02000
Actual/360
No
Fee
JPMCB
66
53,020
0.02000
Actual/360
No
Fee
JPMCB
67
52,703
0.02000
Actual/360
No
Fee
JPMCB
69
51,726
0.02000
Actual/360
No
Fee
JPMCB
74
48,113
0.02000
Actual/360
No
Fee
JPMCB
76
46,844
0.02000
Actual/360
No
Fee
JPMCB
78
44,414
0.02000
Actual/360
No
Fee
JPMCB
84
39,146
0.02000
Actual/360
No
Fee
JPMCB
85
38,451
0.02000
Actual/360
No
Fee
JPMCB
87
35,565
0.02000
Actual/360
No
Fee
JPMCB
92
36,404
0.02000
Actual/360
No
Fee
JPMCB
97
34,198
0.02000
Actual/360
No
Fee
JPMCB
99
35,943
0.02000
Actual/360
No
Fee
JPMCB
100
33,636
0.02000
Actual/360
No
Fee
JPMCB
101
27,764
0.02000
Actual/360
No
Fee
JPMCB
103
31,093
0.01000
Actual/360
No
Fee
JPMCB
108
30,472
0.02000
Actual/360
No
Fee
JPMCB
110
32,049
0.01000
Actual/360
No
Fee
JPMCB
111
30,940
0.02000
Actual/360
No
Fee
JPMCB
115
29,102
0.02000
Actual/360
No
Fee
JPMCB
121
27,521
0.02000
Actual/360
No
Fee
JPMCB
123
32,682
0.01000
Actual/360
No
Fee
JPMCB
127
22,001
0.02000
Actual/360
No
Fee
JPMCB
128
30,468
0.02000
Actual/360
No
Fee
JPMCB
134
24,595
0.01000
Actual/360
No
Fee
JPMCB
137
19,719
0.02000
Actual/360
No
Fee
JPMCB
140
19,661
0.01000
Actual/360
No
Fee
JPMCB
141
20,591
0.01000
Actual/360
No
Fee
JPMCB
146
22,535
0.01000
Actual/360
No
Fee
JPMCB
147
19,061
0.02000
Actual/360
No
Fee
JPMCB
152
18,588
0.02000
Actual/360
No
Fee
JPMCB
154
14,863
0.02000
Actual/360
No
Fee
JPMCB
155
11,744
0.02000
Actual/360
No
Fee
JPMCB
<CAPTION>
Loan #
Guarantor
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
2
Brookfield Financial Properties, L.P.
3
RREEF America REIT III, Inc.
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
3.09
3.1
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
7*
Colony Capital
7
Colony Capital
8
Colony Capital
9
Colony Capital
10
Colony Capital
11
Colony Capital
12
Colony Capital
13
Colony Capital
14
Colony Capital
15
Colony Capital
16
Colony Capital
17
Colony Capital
18
Colony Capital
19
Colony Capital
20
Colony Capital
21
Colony Capital
22
Doyle Security Fund LLC and CNL Financial Group, Inc.
22.01
22.02
22.03
22.04
22.05
22.06
22.07
22.08
22.09
22.1
22.11
22.12
22.13
23
Feldman Equities Operating Partnership, LP
25
Robert E. Price and Jon M. Harder
30
Charles B. Neiss
30.01
30.02
39
Meir Yuval and Jacob Sofer
40
Joseph Sandner, III, Marc A. Eason, Mark D. Byers, R. William
Pradat, Jr., Steven N. Tandet, Andrew L. Sink and E.
Thornton Hydinger, Jr.
41
Asset Capital Partners, L.P.
48
Loanie T. Lam and Hung Cam Lam
49
Robert Woolley and Mauricio Garza
52
Asset Capital Partners, L.P.
53
Jay B. Noddle and Joseph Kirschenbaum
54
Robert J. Booth, Pamela M. Powell, Norbert T. Brauburger, Frederick
Rusty Canevari, Lori D. Canevari, Dona L.
Christenson, Barry R. Wallen, Christopher L. Comer, Michael W.
Dreier, Debra E. Dreier, Alvin L. Franzen, Kathleen R.
Franzen, Ashok Garg, Ian R. Hicks, Anne hicks, Raymond F. Hemry,
Diane L. Hemry, Richard Hong Li, Lauren L. Locey,
Cheryl A. Locey, Lawrence H. Nalbach, Steven L. Nartker, Heather A.
Nartker, Andrew K. Nguyen, Evelyn L. Nguyen,
Richard D. Patty, Cliff Poulton, Marijane Beighley Poulton, Steven
S. Stielstra, michelle R. Hills, Kozen E.
Tsukamoto, Janet Kiang Tsukamoto, Kazue Carol Tsukamoto, David
Vendelin, Michelle K. Vendelin, Bruce Wasilewski,
Janet G. Wright and Nathan W. Hanks
57
L. Richard Wilkerson
58
Joseph Kirshenbaum
61
Noffsinger Manufacturing Co., Inc.
66
Lawrence A. Debb, John Kosich and Gary Lundgren
67
Newton Tran
69
Mark R. Munsell
74
Thomas F.
Kuschinski and Iqbal Singh Uppal
76
Wolfe Miller
78
Hassan A. Diab and Najah A. Sharkia
84
John E. Gross
85
Stephen Lazovitz
87
Joseph Kirshenbaum
92
John M. Cioe, Robert R. Cioe and Robert A. Cioe
97
David Scott Watson
99
John M. Schottenstein and Reginald Winssinger
100
Larry D. Wink, Kenneth J. WInk, Michael H. Wink, Michele W. Vignes
and Joseph C. Wink, III
101
TRPF
/ 1252 Orleans, LLC
103
Corbett J. Donato
108
Alan
R. Hammerschlag
110
Clinton L. Glasscock, S. Brooks May, Jr., Daniel W. McMahan, Jimmy
Dan Conner, William J. Roby, SR. and William J.
Roby, Jr.
111
Roger B. Wade
115
Stephen Lazovitz
121
Robert Gibbs and Matthew Sanchez
123
Chester W. Musselman, Thomas A. Musselman, Jr.