EXHIBIT 10.2
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
CIBC INC.
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 28, 2006
$1,072,690,815
Fixed Rate Mortgage Loans
Series 2006-CIBC17
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<PAGE>
This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as of November 28, 2006, is between J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as purchaser (the "Purchaser"), and CIBC Inc., as
seller
("CIBC" or the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement dated
as of November 28, 2006 (the "Pooling and Servicing Agreement")
among the
Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, N.A.,
as master
servicer ("Master Servicer"), LNR Partners, Inc., as special
servicer ("Special
Servicer") and LaSalle Bank National Association, as trustee (in
such capacity,
the "Trustee") and as paying agent (in such capacity, the "Paying
Agent"),
pursuant to which the Purchaser will sell the Mortgage Loans (as
defined herein)
to a trust fund and certificates representing ownership interests
in the
Mortgage Loans will be issued by the trust fund. For purposes of
this Agreement,
the term "Mortgage Loans" refers to the mortgage loans listed on
Exhibit A and
the term "Mortgaged Properties" refers to the properties securing
such Mortgage
Loans.
The Purchaser and the Seller wish to prescribe the manner of sale
of
the Mortgage Loans from the Seller to the Purchaser and in
consideration of the
premises and the mutual agreements hereinafter set forth, agree as
follows:
SECTION 1. Sale and Conveyance of Mortgages; Possession of
Mortgage
File. Effective as of the Closing Date and upon receipt of the
purchase price
set forth in the immediately succeeding paragraph, the Seller does
hereby sell,
transfer, assign, set over and convey to the Purchaser, without
recourse, all of
its right, title, and interest (subject to certain agreements
regarding
servicing as provided in the Pooling and Servicing Agreement,
subservicing
agreements permitted thereunder and that certain Servicing Rights
Purchase
Agreement, dated as of November 16, 2006, 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-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 specified in the underwriting
agreement dated
November 16, 2006 (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 Banc of America Securities LLC
("BofA") and Morgan
Stanley & Co. Incorporated (together with JPMSI, CIBCWMC and
BofA, 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 November 16, 2006 (the "Certificate
Purchase
Agreement"), between the Depositor and JPMSI.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms-length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction $1,113,303,575 (plus accrued interest in the
amount of
$4,901,495.24) 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, B and D 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, B
and D 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, B, and
D 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,
B, and D
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
November 16,
2006 between the Purchaser and the Seller (the "Indemnification
Agreement").
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i) it is a Delaware corporation duly organized, validly
existing,
and in good standing under the laws of the State of Delaware;
(ii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is duly qualified to transact business in the State of
New York.
The Seller is in compliance with the laws of each state in
which
any
Mortgaged Property is located to the extent necessary so that a
subsequent
holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of
such
state
would not be prohibited from enforcing such Mortgage Loan solely
by
reason of
any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement
by the
Seller has been duly authorized by all requisite action by the
Seller's
board of directors and will not violate or breach any provision
of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by
the Seller
and constitutes a legal, valid and binding obligation of the
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending
to which
the Seller is a party or of which any property of the Seller is
the
subject which, if determined adversely to the Seller, would
reasonably
be
expected to adversely affect (A) the transfer of the Mortgage Loans
and
the
Mortgage Loan documents, (B) the execution and delivery by the
Seller
or
enforceability against the Seller of the Mortgage Loans or this
Agreement,
or (C) the performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished
by the Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or both
would be, in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the Mortgage Loans and the performance by the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated will not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which the Seller is bound or to which any of the property or
assets
of the
Seller is subject, nor will any such action result in any
violation
of the
provisions of any applicable law or statute or any order, rule
or
regulation
of any court or governmental agency or body having jurisdiction
over the
Seller, or any of its properties, except for conflicts,
breaches,
defaults
and violations which individually and in the aggregate would
not
have a
material adverse effect on the transactions contemplated
herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body is
required
for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has been
obtained
or made;
(x) it has either (A) not dealt with any Person (other than
the
Purchaser or the Dealers) that may be entitled to any commission
or
compensation in connection with the sale or purchase of the
Mortgage Loans
or
entering into this Agreement or (B) paid in full any such
commission or
compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder
will not cause it to become insolvent; and the sale of the
Mortgage
Loans is not undertaken with the intent to hinder, delay or
defraud
any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the reporting
requirements of the
Exchange Act, the Seller shall provide the Purchaser
(or with
respect to any Companion Loan that is deposited into an Other
Securitization, the depositor in such Other Securitization) and the
Paying
Agent with
any Additional Form 10-D Disclosure and any Additional Form
10-K
Disclosure which the Purchaser is required to provide with respect
to
the Seller
in its capacity as a "sponsor" pursuant to Exhibit Y and
Exhibit Z
of the Pooling and Servicing Agreement within the time periods
set forth
in the Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in good
standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all jurisdictions in which ownership or lease of its
property
or the
conduct of its business requires such qualification, except
where
the
failure to be so qualified would not have a material adverse effect
on
the
Purchaser, and the Purchaser is conducting its business so as
to
comply in
all material respects with the applicable statutes, ordinances,
rules and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and
to carry
on its business as now conducted;
(iv) it
has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions
hereof, will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument to which the Purchaser is a party or by
which
it is
bound, or (B) result in the creation or imposition of any lien,
charge or
encumbrance upon any of the Purchaser's property pursuant to
the
terms of
any such indenture, mortgage, contract or other instrument;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the Purchaser enforceable against it in accordance with its
terms
(except as enforcement thereof may be limited by (a)
bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which the
Purchaser is a party or of which any property of the Purchaser
is the
subject which, if determined adversely to the Purchaser, might
interfere
with or adversely affect the consummation of the transactions
contemplated herein and in the Pooling and Servicing Agreement; to
the
best of
the Purchaser's knowledge, no such proceedings are threatened
or
contemplated by governmental authorities or threatened by
others;
(vii) it is not in default with respect to any order or decree
of any
court or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker,
agent or
other person, other than the Seller, the Dealers and their
respective
affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or
the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of
or with any court or governmental agency or body, if any,
required
for the execution, delivery and performance of this Agreement
by
the
Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States Secrecy Act, the United States Money Laundering Control
Act
of 1986 or
the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties
as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
(or as of
such other date specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, Master Servicer,
Special
Servicer, a Certificate Owner or any other Person shall relieve the
Seller of
any liability or obligation with respect to any representation or
warranty or
otherwise under this Agreement or constitute notice to any Person
of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
a Mortgage
Loan, the related Mortgaged Property or the interests of the
Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller
shall,
not later than 90 days from the earlier of the Seller's receipt of
the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan
not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury 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 Master Servicer for deposit into the Certificate
Account, any
Substitution Shortfall Amount (as defined below) in connection
therewith;
provided, however, that, if such Breach or Defect is capable of
being cured but
not within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Trustee setting forth the reason such Breach or Defect is not
capable of
being cured within the Initial Resolution Period and what actions
the Seller is
pursuing in connection with the cure thereof and stating that the
Seller
anticipates that such Breach or Defect will be cured within the
Extended
Resolution Period. Notwithstanding the foregoing, any Defect or
Breach which
causes any Mortgage Loan not to be a "qualified mortgage" (within
the meaning of
Section 860G(a)(3) of the Code, without regard to the rule of
Treasury
Regulations Section 1.860G-2(f)(2) which causes a defective
mortgage loan to be
treated as a qualified mortgage) shall be deemed to materially and
adversely
affect the interests of the holders of the Certificates therein,
and such
Mortgage Loan shall be repurchased or a Qualified Substitute
Mortgage Loan
substituted in lieu thereof without regard to the extended cure
period described
in the preceding sentence. If the affected Mortgage Loan is to be
repurchased,
the Seller shall remit the Repurchase Price (defined below) in
immediately
available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan
document
requires the related Mortgagor to bear the costs and expenses
associated with
any particular action or matter under such Mortgage Loan
document(s), then
Seller shall not be required to repurchase such Mortgage Loan and
the sole
remedy with respect to any Breach of such representation shall be
to cure such
Breach within the applicable cure period (as the same may be
extended) by
reimbursing the Trust Fund (by wire transfer of immediately
available funds) the
reasonable amount of any such costs and expenses incurred by the
Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that
are the basis
of such Breach and have not been reimbursed by the related
Mortgagor; provided,
however, that in the event any such costs and expenses exceed
$10,000, the
Seller shall have the option to either repurchase or substitute for
the related
Mortgage Loan as provided above or pay such costs and expenses.
Except as
provided in the proviso to the immediately preceding sentence, the
Seller shall
remit the amount of such costs and expenses and upon its making
such remittance,
the Seller shall be deemed to have cured such Breach in all
respects. To the
extent any fees or expenses that are the subject of a cure by the
Seller are
subsequently obtained from the related Mortgagor, the portion of
the cure
payment equal to such fees or expenses obtained from the Mortgagor
shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling
and Servicing
Agreement.
Any of the
following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro forma or specimen
title insurance
policy) called for by clause (ix) of the definition of "Mortgage
File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage
File of any
required letter of credit; (e) with respect to any leasehold
mortgage loan, the
absence from the related Mortgage File of a copy (or an original,
if available)
of the related Ground Lease; or (f) the absence from the Mortgage
File of any
intervening assignments required to create a complete chain of
assignments to
the Trustee on behalf of the Trust, unless there is included in the
Mortgage
File a certified copy of the intervening assignment and a
certificate stating
that the original intervening assignments were sent for
recordation; provided,
however, that no Defect (except a Defect previously described in
clauses (a)
through (f) above) shall be considered to materially and adversely
affect the
value of the related Mortgage Loan, the related Mortgaged Property
or the
interests of the Trustee or Certificateholders unless the document
with respect
to which the Defect exists is required in connection with an
imminent
enforcement of the Mortgagee's rights or remedies under the related
Mortgage
Loan, defending any claim asserted by any borrower or third party
with respect
to the Mortgage Loan, establishing the validity or priority of any
lien on any
collateral securing the Mortgage Loan or for any immediate
significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed
escrow
instructions or a commitment to issue a lender's title insurance
policy, as
provided in clause (ix) of the definition of "Mortgage File" in the
Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy
of lender's
title insurance, shall not be considered a Defect or Breach with
respect to any
Mortgage File if such actual policy is delivered to the Trustee or
a Custodian
on its behalf within 18 months from the Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria and satisfy all other criteria for
substitution and
repurchase of Mortgage Loans set forth herein. In the event that
the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may
elect either
to repurchase or substitute for only the affected Crossed Loan as
to which the
related Breach or Defect exists or to repurchase or substitute for
all of the
Crossed Loans in the related Crossed Group. The Seller shall be
responsible for
the cost of any Appraisal required to be obtained to determine if
the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope
and cost of
such Appraisal has been approved by the Seller (such approval not
to be
unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
the Seller nor the Purchaser shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially impair
the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Purchaser shall forbear from exercising such remedies until the
Mortgage
Loan documents evidencing and securing the relevant Crossed Loans
can be
modified in a manner that complies with this Agreement to remove
the threat of
material impairment as a result of the exercise of remedies or some
other
accommodation can be reached. Any reserve or other cash collateral
or letters of
credit securing the Crossed Loans shall be allocated between such
Crossed Loans
in accordance with the Mortgage Loan documents, or otherwise on a
pro rata basis
based upon their outstanding Stated Principal Balances.
Notwithstanding the
foregoing, if a Crossed Loan included in the Trust Fund is modified
to terminate
the related cross-collateralization and/or cross-default
provisions, as a
condition to such modification, the Seller shall furnish to the
Trustee an
Opinion of Counsel that any modification shall not cause an Adverse
REMIC Event.
Any expenses incurred by the Purchaser in connection with such
modification or
accommodation (including but not limited to recoverable attorney
fees) shall be
paid by the Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan
to be repurchased pursuant to this Agreement and Section 2.03 of
the Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning
given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute
and deliver,
or cause the execution and delivery of, such endorsements and
assignments,
without recourse to the Trust, as shall be necessary to vest in the
Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or
replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or
cause the
delivery, to the Seller of all portions of the Mortgage File and
other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on
the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be
released, to the
Seller any escrow payments and reserve funds held by the Trustee,
or on the
Trustee's behalf, in respect of such repurchased or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto
shall
survive the execution and delivery and any termination of this
Agreement and
shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or
Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party
of
any breach of a representation or warranty contained in this
Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or
substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute
the sole remedy
available to the Purchaser in connection with a Breach or Defect.
It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes; provided, however, that no limitation
of remedy is
implied with respect to the Seller's breach of its obligation to
cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the
Purchaser
to purchase the Mortgage Loans shall be subject to the
satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each
of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this
Agreement
shall have been duly performed and complied with and all of the
representations
and warranties of the Seller under this Agreement shall be true and
correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's certificate of incorporation and
by-laws,
certified as of a recent date by the Assistant Secretary of the
Seller;
(ii) a certificate as of a recent date of the Secretary of
State of
the State of Delaware to the effect that the Seller is duly
organized,
existing and in good standing in the State of Delaware;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to the Purchaser and its counsel, substantially to
the effect
that:
(A) the Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware;
(B) the Seller has the corporate power to conduct its business
as now conducted and to incur and perform its obligations under
this
Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by
the Seller to authorize the execution, delivery and performance
of
this Agreement and the Indemnification Agreement by the Seller
and
this Agreement is a legal, valid and binding agreement of the
Seller
enforceable against the Seller, whether such enforcement is
sought
in a procedure at law or in equity, except to the extent such
enforcement may be limited by bankruptcy or other similar
creditors'
laws or principles of equity and public policy considerations
underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions
of
the Agreement which purport to provide indemnification with
respect
to securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and
the
Indemnification Agreement do not and will not conflict with the
Seller's certificate of incorporation or by-laws or conflict with
or
result in the breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust,
loan agreement or other material agreement or instrument to
which
the Seller is a party or by which the Seller is bound, or to
which
any of the property or assets of the Seller is subject or
violate
any provisions of law or conflict with or result in the breach
of
any order of any court or any governmental body binding on the
Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or
to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement
or
(ii) would, if decided adversely to the Seller, either
individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification
Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with the State of Delaware
or
federal court or governmental agency or body is required for
the
consummation by the Seller of the transactions contemplated by
this
Agreement and the Indemnification Agreement, except such
consents,
approvals, authorizations, orders, licenses, registrations or
qualifications as have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing
has come to such counsel's attention that would lead such
counsel
to believe
that the Prospectus Supplement as of the date thereof or as of
the
Closing Date contains, with respect to the Seller or the
Mortgage
Loans, any
untrue statement of a material fact or omits to state a
material
fact necessary in order to make the statements therein relating
to the
Seller or the Mortgage Loans, in the light of the circumstances
under
which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share
(the
Seller's pro rata share to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents in proportion to the aggregate principal balance as of
the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of
all costs
and expenses of the Purchaser in connection with the transactions
contemplated
herein, including, but not limited to: (i) the costs and expenses
of the
Purchaser in connection with the purchase of the Mortgage Loans;
(ii) the costs
and expenses of reproducing and delivering the Pooling and
Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and
delivering the
Certificates; (iii) the reasonable and documented fees, costs and
expenses of
the Trustee and its counsel incurred in connection with the Trustee
entering
into the Pooling and Servicing Agreement; (iv) the fees and
disbursements of a
firm of certified public accountants selected by the Purchaser and
the Seller
with respect to numerical information in respect of the Mortgage
Loans and the
Certificates included in the Prospectus, any Free Writing
Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in
the
Indemnification Agreement) and any related 8-K Information (as
defined in the
Underwriting Agreement), or items similar to the 8-K Information,
including the
cost of obtaining any "comfort letters" with respect to such items;
(v) the
costs and expenses in connection with the qualification or
exemption of the
Certificates under state securities or blue sky laws, including
filing fees and
reasonable fees and disbursements of counsel in connection
therewith; (vi) the
costs and expenses in connection with any determination of the
eligibility of
the Certificates for investment by institutional investors in any
jurisdiction
and the preparation of any legal investment survey, including
reasonable fees
and disbursements of counsel in connection therewith; (vii) the
costs and
expenses in connection with printing (or otherwise reproducing) and
delivering
the Registration Statement, the Prospectus, the Memoranda and any
Free Writing
Prospectus, and the reproduction and delivery of this Agreement and
the
furnishing to the Underwriters of such copies of the Registration
Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood, LLP, counsel to the
Underwriters and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement. The Seller hereby acknowledges its obligations,
including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of
the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the
benefit of,
and be enforceable by, the Seller, the Purchaser and their
permitted successors
and permitted assigns. The warranties and representations and the
agreements
made by the Seller herein shall survive delivery of the Mortgage
Loans to the
Trustee until the termination of the Pooling and Servicing
Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Dennis Schuh, Vice President, telecopy number (212) 834-6593, (ii)
in the case
of the Seller, CIBC Inc., 300 Madison Avenue, 8th Floor, New York,
New York
10017, Attention: Real Estate Finance Group, telecopy number: (212)
667-5676 and
(iii) in the case of any of the preceding parties, such other
address as may
hereafter be furnished to the other party in writing by such
parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. No notice to or demand on
any party in
any case shall entitle such party to any other or further notice or
demand in
similar or other circumstances, or constitute a waiver of the right
of either
party to any other or further action in any circumstances without
notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Charles
Y. Lee
-----------------------------------
Name: Charles Y.
Lee
Title: Vice President
CIBC INC.
By: /s/ Todd H.
Roth
-----------------------------------
Name: Todd H. Roth
Title: Authorized Signatory
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2006-CIBC17
Mortgage Loan Schedule (Combined)
<TABLE>
<CAPTION>
Loan # Mortgagor
Name
Property Address
City
State Zip
Code
------
----------------------------------------
------------------------------------- ------------------
--------
--------
<S> <C>
<C>
<C>
<C>
<C>
3
MG Hotel SPE LLC
1033 Avenue of the Americas
New York
NY
10018
7
Cityview
Apartments Associates LP 2,
Various
Houston
TX
77060
LLLP
7.01
16818 Carl Avenue
Houston
TX
77060
7.02
17435 Imperial Valley Drive
Houston
TX
77060
7.03
855 Greens Road
Houston
TX
77060
7.04
770 Greens Road
Houston
TX
77060
7.05
850 Briar Willow Drive
Houston
TX
77060
7.06
17715 Wayforest Drive
Houston
TX
77060
7.07
17206 Imperial Valley Drive
Houston
TX
77060
8
Columbia
Properties Newark, LLC
128 Frontage Road
Newark
NJ
07114
10
Great Neck
Towers LLC, NN Great Neck 111
Great Neck Road
Great Neck
NY
11021
Towers, LLC, HH Great Neck Towers,
LLC, Eljan Great Neck Towers, LLC
11
National East
Waterway LLC, NB 3601
Various
Baltimore
MD
21224
Waterway LLC and Gunther Headquarters
Waterway LLC
11.01
3700 O'Donnell Street
Baltimore
MD
21224
11.02
3600 O'Donnell Street
Baltimore
MD
21224
11.03
3601-3607 O'Donnell Street
Baltimore
MD
21224
14
Hawaii Kai
Dunhill IDG Limited
377 Keahole Street
Honolulu
HI
96825
Partnership, Hawaii Kai Building B
Limited Partnership, Hawaii Kai
Building E Limited Partnership
15
Magic Valley
Mall LLC
1485 Pole Line Road East
Twin Falls
ID
83301
16
Chase Green
Mountain Limited
315 South Main Street
Rutland
VT
05701
Partnership
18
HRI/LS, LLC
170 West Ridgely Road
Lutherville
MD
21093
20
BH Fossil Creek
Apartments, L.P.
3440 Western Center Boulevard
Fort Worth
TX
76137
23
RP Altamonte II,
LLC
NWC State Road 436 & Cranes Roost
Boulevard
Altamonte Springs FL
32714
24
WA Shoppes, LLC
946 Orleans Road
Charleston
SC
29407
25
Tenalok
Partners, Ltd.
Various
Various
Various
Various
25.01
2632 Frayser Boulevard
Memphis
TN
38127
25.02
3001-3009 East Frank Phillips
Boulevard
Bartlesville
OK
74006
25.03
1130 Andalusia Bypass
Andalusia
AL
36420
25.04
2220 Frayser Boulevard
Memphis
TN
38127
25.05
1780 Frayser Boulevard
Memphis
TN
38127
28
Edison Mall
Acquisition, LLC
765 US Route 1
Edison
NJ
08817
30
2213-2303 W.
Alondra & 2214-2302 W.
Various
Various
CA
Various
Cypress, LLC, 11629-11655 Valley, LLC
and 4349-4369 Central, LLC
30.01
2213-2303 Alondra Boulevard &
2214-2304 West
Compton
CA
90220
Cypress Boulevard
30.02
11629-11655 Valley Boulevard
El Monte
CA
91732
30.03
4349-4371 Central Avenue
Los Angeles
CA
90011
33
East Hartford
Founders LLC
99 Founders Plaza
East Hartford
CT
06108
35
Kennesaw Gardens
Associates, LLC, NB 3840
Jiles Road NW
Kennesaw
GA
30144
Associates Kennesaw, LLC, Wolfsnar
Kennesaw, LLC, Prospect Kennesaw, LLC,
Simmons Kennesaw, LLC
36
RP Altamonte I,
LLC
293 East Altamonte Drive
Altamonte Springs FL
32701
37
POAL BL NQ, LLC
Various
Various
Various Various
37.01
2200 Northlake Parkway
Tucker
GA
30084
37.02
8200 Old Dexter Road
Cordova
TN
38016
37.03
8176 Old Dexter Road
Cordova
TN
38016
37.04
1679 Bonnie Lane Road
Cordova
TN
38016
37.05
1690 Bonnie Lane Road
Cordova
TN
38016
37.06
1665 Bonnie Lane Road
Cordova
TN
38016
37.07
1650 Bonnie Lane Road
Cordova
TN
38016
37.08
1630 Bonnie Lane Road
Cordova
TN
38016
37.09
1600 Bonnie Lane Road
Cordova
TN
38016
37.1
1660 Bonnie Lane Road
Cordova
TN
38016
37.11
1590 Bonnie Lane Road
Cordova
TN
38016
37.12
1680 Bonnie Lane Road
Cordova
TN
38016
37.13
1695 Bonnie Lane Road
Cordova
TN
38016
37.14
1620 Bonnie Lane Road
Cordova
TN
38016
38
7312 Parkway
Associates LLC
7312 Parkway Drive South
Hanover
MD
21076
40
Torrey Heights
Medical Building LLC
4765 Carmel Mountain Road
San Diego
CA
92130
and Carmel Valley Medical Building, LLC
41
Schirm Farms
Realty, LLC
6354 Saddler Way
Canal Winchester OH
43110
44
Navnish Park
City, LLC
Various
Park City
UT
84098
44.01
1501 Ute Boulevard
Park City
UT
84098
44.02
6609 Landmark Drive
Park City
UT
84098
46
Southland Office
Investors, LLC
24301 Southland Drive
Hayward
CA
94545
47
7437 RR
Associates, LLC
7437 Race Road
Hanover
MD
21076
48
Livingston I
Associates, L.P.
65 Livingston Avenue
Roseland
NJ
07068
49
7301 Parkway
Associates LLC
7301 Parkway Drive South
Hanover
MD
21076
50
Majestic
Texas-Grapevine, L.P.
2400 South IH 35
Round Rock
TX
78681
53
PM Foxfire
Tempe, LLC
1701 East 8th Street
Tempe
AZ
85281
54
Glenbend, LLC
1301 Scotland Crossing Drive
Laurinburg
NC
28352
55
Northland 260
Needham LLC
260 Needham Street
Newton
MA
02464
59
Adams Run
Shopping Center Associates, 6201 North
Front Street
Philadelphia
PA
19120
L.P.
60
Palmer/William
Penn, LLC
3725 Nicholas Street
Easton
PA
18045
61
Oak Hills
Broadway, LLC
1455 Edgewater Street NW
Salem
OR
97304
62
Milan-Camino
Oruga, L.L.C., Milan-East Various
Various
Various Various
Park Row, L.P., Milan-Tacoma, L.P.,
Milan-Tanner, L.P.
62.01
11302 Tanner Road
Houston
TX
77041
62.02
122 Camino Oruga
Napa
CA
94558
62.03
3401 East Park Row Drive
Arlington
TX
76010
62.04
5151 Tacoma Drive
Houston
TX
77041
63
MEG Dicks Durham
LLC
5422 New Hope Commons Drive
Durham
NC
27707
65
Eastside
Dunhill, Ltd.
7440 & 7460 Youree Drive
Shreveport
LA
71105
68
Jai
Sachchidanand Hospitality, Inc.
4015 SW 43rd Street
Gainesville
FL
32608
72
Terrace Shopping
Center Limited
400 North Greenville Avenue
Richardson
TX
75081
74
Schultz-Markel
Associates, LLC
310 State Highway 35
Middletown
NJ
07701
75
9950 Cheyenne
LLC
9950 West Cheyenne Avenue
Las Vegas
NV
89129
76
Sabine Street
Partners-Win, LLC, Alori 15803
Winderemere Drive
Pflugerville
TX
78660
Properties-600 West 51 St Win, LLC,
Alori Properties-2302 Leon Win LLC,
Alori Properties-1904 San Gabriel Win,
LLC, Alori Properties-6811 Great
Northern Win, LLC
77
Glendale
Shopping Center SPE, L.L.C.
500-554 East North Avenue
Glendale Heights IL
60139
83
Tejas Jivan,
Inc.
1308 North Saint Augustine Road
Valdosta
GA
31601
84
Los Gatos
Gateway, LLC
14777 Los Gatos
Boulevard
Los Gatos
CA
95032
85
Rosedale Village
II, LLC
2749 Callaway Drive
Bakersfield
CA
93312
87
The Retreat
(GFI) Apartments, LLLP
22715 Imperial Valley Drive
Houston
TX
77073
89
Galleria West
Associates, LLP
18900 West Bluemound Road
Brookfield
WI
53045
90
2350 North
Forest LLC
2350 North Forest Road
Getzville
NY
14068
91
Corporate
Retail, L.L.C.
7474 Corporate Boulevard
Baton Rouge
LA
70809
93
Stafford Street
Acquisition, LLC
243 Stafford Street
Worcester
MA
01603
94
BSJ Realty,
L.L.C.
460 Bergen Boulevard
Palisades Park NJ
07650
96
Seashore
Equities, LLC
1362 Brass Mill Road
Belcamp
MD
21017
97
Sumerlin, LLC
16101 North El Mirage Road
El Mirage
AZ
85335
98 Rosewood Realty Trust
287 Chauncy Street
Mansfield
MA
02048
102 Walnor, LLC
1030 Norwood Park Boulevard
Austin
TX
78753
103 Posh Properties No. 27,
Forks Family 1805
Sullivan Trail
Forks Township PA
18040
Limited Partnership
104 Park Ten of Houston LLC,
D/B/A In
15835 Park Ten Place
Houston
TX
77084
Texas as Park Ten of Houston Building,
LLC, Houston Point, L.L.C., Swamp
Cabbage Properties, LLC, JD of Naples,
LLC, D/B/A In Texas as JD of Naples
Broadview, LLC, Walbar II, LLC, D/B/A
Houston Walbar II, LLC, T&R
Investments, LLC, D/B/A In Texas as
San Antonio T&R Investments, LLC
107 Sage Creek Partners, LLC
1702-1768 Billings Street
Aurora
CO
80011
108 East Park Associates
3905 Donna Jane Court
Harrisburg
PA
17109
109 Santana Shopping Center, LLC
265 and 285 North Federal Street
Chandler
AZ
85226
110 VP Partners, L.L.C.
1201 Phyllis Drive
Bentonville
AR
72712
111 RP CVS Goldenrod, LLC
7300 Curry Ford Road
Orlando
FL
32822
112 Spagnoli II LLC
130 Spagnoli Road
Melville
NY
11747
113 Reese Merrifalls LLC
7810 Lee Highway
Falls Church
VA
22042
114 Landmark Manor, L.L.C.
459 Landmark Manor Drive
Pevely
MO
63070
117 Great Falls Plaza LP
1201 Julian R Allsbrook Highway
Roanoke Rapids NC
27870
119 Motor II LLC
999 Motor Parkway
Hauppauge
NY
11788
120 9900 Lee Highway, LLC
9900 Fairfax Boulevard
Fairfax
VA
22030
123 Sutton-Walters Limited
Partnership
200 North High Street
West Chester
PA
19380
126 Houston HD Industrial
Building, L.P. 18100 Chisholm Trail
Houston
TX
77060
131 Charla Management, LLC
7000 Wisconsin Avenue
Chevy Chase
MD
20815
132 Hartwell Lexington Limited
Partnership 4 Hartwell Place
Lexington
MA
02421
138 Snowden River Associates,
LLC
9500 Berger Road
Columbia
MD
21046
141 Pennsylvania Properties
Management
400 South 30th Street
Harrisburg
PA
17103
Company
147 RP Alafaya, LLC
7 Alafaya Woods Boulevard
Oviedo
FL
32765
<CAPTION>
Interest Net
Mortgage
Loan # County
Property Name
Size Measure
Rate
(%) Interest
Rate
------
----------------
------------------------------------------- -------- ----------- --------- -------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
3
New York
Residence Inn Times Square
357 Rooms
6.15000
6.12920
7
Harris
CityView Portfolio II
2226 Units
6.18000
6.15920
7.01 Harris
City
View Place
881 Units
6.18000
7.02 Harris
Springfield
440 Units
6.18000
7.03 Harris
Anniston
292 Units
6.18000
7.04 Harris
Bennett
216 Units
6.18000
7.05 Harris
Charleston
154 Units
6.18000
7.06 Harris
Savannah
184 Units
6.18000
7.07 Harris
Cambridge
59 Units
6.18000
8
Essex
Sheraton at Newark International Airport
504 Rooms
6.28000
6.25920
10
Nassau
The Towers
160262 Square
Feet
6.50000
6.47920
11
Baltimore City
Brewer's Hill
384107 Square
Feet
6.38000
6.33920
11.01 Baltimore City Malt Mill
156730 Square
Feet
6.38000
11.02 Baltimore City Natty Boh
186115 Square
Feet
6.38000
11.03 Baltimore City Gunther
Headquarters
41262 Square
Feet
6.38000
14
Honolulu
Hawaii Kai Shopping Center
140210 Square
Feet 6.44000
6.41920
15
Twin Falls
Magic Valley Mall
368535 Square
Feet
5.99000
5.96920
16
Rutland
Green Mountain Plaza
213358 Square
Feet
5.97000
5.94920
18
Baltimore
Lutherville Station
270472 Square
Feet
5.76000
5.73920
20
Tarrant
AMLI on the Green
424 Units
5.78000
5.75920
23
Seminole
Altamonte Town Center II
77592 Square
Feet
5.73000
5.70920
24
Charleston
West Ashley Shoppes
141260 Square
Feet
5.93000
5.90920
25
Various
Com Realty Portfolio
394102 Square
Feet
6.00000
5.97920
25.01 Shelby
Frayser Village
141611 Square
Feet
6.00000
25.02 Washington
Bartlesville Plaza
88866 Square
Feet
6.00000
25.03 Covington
Three Notch Plaza
45899 Square
Feet
6.00000
25.04 Shelby
Frayser Plaza
91549 Square
Feet
6.00000
25.05 Shelby
Frayser Center
26177 Square
Feet
6.00000
28
Middlesex
Edison Mall Shopping Center
103996 Square
Feet
5.95000
5.88920
30
Los Angeles
Westland Portfolio
50992 Various
5.87000
5.84920
30.01 Los Angeles
Alondra Apartments
103 Units
5.87000
30.02 Los Angeles
El Monte
29710 Square
Feet
5.87000
30.03 Los Angeles
Central Avenue Plaza
21282 Square
Feet
5.87000
33
Hartford
99 Founders Plaza
148000 Square
Feet
6.26000
6.23920
35
Cobb
Bridges of Kennesaw Apartments
296 Units
6.08000
6.05920
36
Seminole
Altamonte Town Center I
79514 Square
Feet
5.73000
5.70920
37
Various
Bonnie Lane and Northlake Portfolio
164882 Square
Feet
6.51436
6.49356
37.01 DeKalb
Northlake Quadrangle
77787 Square
Feet
6.51436
37.02 Shelby
8200 Old Dexter Road
7212 Square Feet
6.51436
37.03 Shelby
8176 Old Dexter Road
7016 Square Feet
6.51436
37.04 Shelby
1679 Bonnie Lane Road
7000 Square Feet
6.51436
37.05 Shelby
1690 Bonnie Lane Road
7000 Square Feet
6.51436
37.06 Shelby
1665 Bonnie Lane Road
7000 Square Feet
6.51436
37.07 Shelby
1650 Bonnie Lane Road
7000 Square Feet
6.51436
37.08 Shelby
1630 Bonnie Lane Road
6950 Square Feet
6.51436
37.09 Shelby
1600 Bonnie Lane Road
6700 Square Feet
6.51436
37.1 Shelby
1660 Bonnie Lane Road
7000 Square Feet
6.51436
37.11 Shelby
1590 Bonnie Lane Road
5925 Square Feet
6.51436
37.12 Shelby
1680 Bonnie Lane Road
6392 Square Feet
6.51436
37.13 Shelby
1695
Bonnie Lane Road
5000 Square Feet
6.51436
37.14 Shelby
1620 Bonnie Lane Road
6900 Square Feet
6.51436
38
Anne Arundel
7312
Parkway Drive South
121064 Square
Feet
5.88000
5.85920
40
San Diego
Torrey Hills Family Medical Center
44101 Square
Feet
6.44000
6.41920
41
Franklin
Schirm Farm Apartments
264 Units
5.72000
5.69920
44
Summit
Park City Hampton and Holiday Inns Portfolio 157
Rooms
6.89000
6.86920
44.01 Summit
Holiday Inn Express
76
Rooms
6.89000
44.02 Summit
Hampton Inn & Suites
81 Rooms
6.89000
46
Almeda
Southland Office Tower
130387 Square
Feet
6.24000
6.21920
47
Anne Arundel
7437
Race Road
105000 Square
Feet
5.88000
5.85920
48
Essex
65 Livingston Avenue
107734 Square
Feet
6.00000
5.97920
49
Anne Arundel
7301
Parkway Drive South
99673 Square
Feet
5.88000
5.85920
50
Williamson
Hester's Crossing Shopping Center
76091 Square
Feet
6.16000
6.13920
53
Maricopa
Foxfire Apartments
188 Units
6.15000
6.12920
54
Scotland
Scotland Crossing Shopping Center
145442 Square
Feet
6.20000
6.17920
55
Middlesex
Linens N' Things
35591 Square
Feet
5.80000
5.77920
59
Philadelphia
Adam's Run Shopping Center
93656 Square
Feet
6.20000
6.17920
60
Northampton
Palmer Super Center
98862 Square
Feet
6.13000
6.10920
61
Polk
Oak Hills Mall
131718 Square
Feet
5.99000
5.96920
62
Various
Clay Portfolio
118638 Square
Feet
6.05000
6.02920
62.01 Harris
Aqua Services
57798 Square
Feet
6.05000
62.02 Napa
United Rental Facility - Napa
20200 Square
Feet
6.05000
62.03 Tarrant
Ingersoll Rand
20640 Square
Feet
6.05000
62.04 Harris
United Rental Facility - Houston
20000 Square
Feet
6.05000
63
Durham
Dick's Sporting Goods - Durham
57925 Square
Feet
6.61000
6.58920
65
Caddo
East Side Plaza
78635 Square
Feet
5.94000
5.91920
68
Alachua
Country Inn & Suites - Gainesville, FL
90 Rooms
6.18000
6.15920
72
Dallas
Terrace Shopping Center
80712 Square
Feet
6.10000
6.07920
74
Monmouth
Independence Plaza II
41948 Square
Feet
6.32000
6.29920
75
Clark
Cheyenne - ROCGD
32850 Square
Feet
6.15000
6.07920
76
Travis
Windermere Center
57998 Square
Feet
6.00000
5.97920
77
Du Page
Glendale Shopping Center
89631 Square
Feet
5.98000
5.95920
83
Lowndes
Country Inn & Suites - Valdosta, GA
71 Rooms
6.18000
6.15920
84
Santa Clara
Los Gatos Gateway
18596 Square
Feet
5.66000
5.63920
85
Kern
Rosedale Village II
90867 Square
Feet
6.20000
6.17920
87
Harris
The Retreat Apartments
274 Units
5.93000
5.90920
89
Waukesha
Galleria West Shopping Center
63926 Square
Feet
5.92000
5.89920
90
Erie
Saint Rita's
63359 Square
Feet
6.01000
5.98920
91
East Baton Rouge
Courtside
Crossing at Bocage
33625 Square
Feet
6.25000
6.22920
93
Worcester
Stafford Commerce Center
204890 Square
Feet
6.02000
5.95920
94
Bergen
460 Bergen Boulevard
43725 Square
Feet
5.95000
5.92920
96
Harford
Business Center at Riverside
45000 Square
Feet
6.07000
6.04920
97
Maricopa
The Palms of El Mirage
153 Pads
5.85000
5.82920
98
Bristol
Copeland Crossing Apartments
42 Units
6.10000
6.07920
102 Travis
Norwood Plaza
35484 Square
Feet
5.85000
5.82920
103 Northampton
Towne Center at Sullivan Trail
31225 Square
Feet
6.13000
6.05920
104 Harris
Atwood Oceanics Building
59546 Square
Feet
5.95000
5.92920
107 Adams
Sage Creek Apartments
125 Units
6.14000
6.11920
108 Dauphin
Chestnut Heights Apartments
92 Units
6.00000
5.97920
109 Maricopa
Santana Shopping Center
33203 Square
Feet
6.18000
6.15920
110 Benton
Value Place
121 Rooms
6.30000
6.27920
111 Orange
CVS Goldenrod
13013 Square
Feet
5.63000
5.60920
112 Suffolk
130 Spagnoli Road
43560 Square
Feet
6.16000
6.13920
113 Fairfax
Merrifalls Plaza
18215 Square
Feet
6.05000
6.02920
114 Jefferson
Landmark Manor MHP
176 Pads
6.15000
6.12920
117 Halifax
Great Falls Plaza
120624 Square
Feet
6.10000
6.07920
119 Suffolk
999 Motor Parkway
48345 Square
Feet
6.16000
6.13920
120 Fairfax City
Regency Furniture
23298 Square
Feet
6.13000
6.10920
123 Chester
200 North High Street
17529 Square
Feet
5.90000
5.87920
126 Harris
Home Depot - Houston
83344 Square
Feet
6.03000
6.00920
131 Montgomery
7000 Wisconsin Avenue
12894 Square
Feet
5.92000
5.89920
132 Middlesex
4 Hartwell Place
40000 Square
Feet
6.16000
6.13920
138 Howard
Cabinet Discounters
35575 Square
Feet
5.93000
5.90920
141 Dauphin
Penn Square Apartments
70 Units
6.00000
5.97920
147 Seminole
Alafaya Pointe
7600 Square Feet
5.82000
5.79920
<CAPTION>
Original
Rem.
Maturity/ARD
Amort. Rem.
Monthly
Servicing
Loan # Balance
Cutoff
Balance
Term Term
Date
Term
Amort. Debt
Service Fee Rate
Accrual
Type
------
-----------
---------------
---- ----
------------
------
------
------------
---------
------------
<S> <C>
<C>
<C>
<C>
<C>
<C> <C>
<C>
<C>
<C>
3
151,000,000
150,598,843 120 118
09/01/16 300
298
986,787 0.02000
Actual/360
7
60,260,000
60,158,439
120 117
08/01/16 420
417
350,911 0.02000
Actual/360
7.01 22,677,867
22,639,646
120 117
08/01/16 420
417
0.02000
7.02 11,307,660
11,288,602
120 117
08/01/16 420
417
0.02000
7.03 7,960,373
7,946,957
120 117
08/01/16 420 417
0.02000
7.04 5,482,260
5,473,020
120 117
08/01/16 420
417
0.02000
7.05 5,083,260
5,074,693
120 117
08/01/16 420
417
0.02000
7.06 5,067,300
5,058,760
120 117
08/01/16 420
417
0.02000
7.07 2,681,280
2,676,761
120 117
08/01/16 420
417
0.02000
8
60,000,000
59,803,450
120 116
07/01/16 360
356
370,602 0.02000
Actual/360
10
46,500,000
46,500,000
120 120
11/01/16
0
0
255,373 0.02000
Actual/360
11
40,300,000
40,300,000
120
116
07/01/16 360
360
251,551 0.04000
Actual/360
11.01 18,000,000
18,000,000
120 116
07/01/16 360
360
0.01000
11.02 16,350,000
16,350,000
120 116
07/01/16 360
360
0.01000
11.03 5,950,000
5,950,000
120 116
07/01/16 360
360
0.01000
14
33,000,000
33,000,000
300 298
09/01/31 360 360
207,282 0.02000
Actual/360
15
33,000,000
33,000,000
120 120
11/01/16 360
360
197,640 0.02000
Actual/360
16
33,000,000
33,000,000
120 119
10/01/16
0
0
166,455 0.02000
Actual/360
18
26,000,000
26,000,000
120 119
10/01/16 360
360
151,894 0.02000
Actual/360
20
22,750,000
22,750,000
120 120
11/01/16
0
0
111,101 0.02000
Actual/360
23
21,510,000
21,510,000 60 60
11/01/11 360
360
125,253 0.02000
Actual/360
24
20,500,000
20,500,000
120 120
11/01/16 360
360
121,987 0.02000
Actual/360
25
20,400,000
20,400,000
120 120
11/01/16 360
360
122,308 0.02000
Actual/360
25.01 11,200,000
11,200,000
120 120
11/01/16 360
360
0.02000
25.02 2,600,000
2,600,000
120 120
11/01/16 360
360
0.02000
25.03 2,600,000
2,600,000
120 120
11/01/16 360
360
0.02000
25.04 2,300,000
2,300,000
120 120
11/01/16 360
360
0.02000
25.05 1,700,000
1,700,000
120 120
11/01/16 360
360
0.02000
28
18,400,000
18,400,000
120 119
10/01/16 360
360
109,727 0.06000
Actual/360
30
18,190,000
18,174,403
120 119
10/01/16 360
359
107,543 0.02000
Actual/360
30.01 8,000,000
7,993,140
120 119
10/01/16 360
359
0.02000
30.02 5,750,000
5,745,070
120 119
10/01/16 360
359
0.02000
30.03 4,440,000
4,436,193
120 119
10/01/16 360
359
0.02000
33
17,000,000
17,000,000
120 119
10/01/16 360
360
104,783 0.02000
Actual/360
35
16,000,000
16,000,000
120 118
09/01/16
0
0
82,193 0.02000
Actual/360
36
15,400,000
15,400,000 60 60
11/01/11 360
360
89,675 0.02000
Actual/360
37
15,100,000
15,100,000
120 117
08/01/16 360
360
94,729 0.02000
Actual/360
37.01 5,583,000
5,583,000
120 117
08/01/16 360
360
0.02000
37.02
911,000
911,000
120 117
08/01/16 360
360
0.02000
37.03
853,000
853,000
120 117
08/01/16 360
360
0.02000
37.04
834,000
834,000
120 117
08/01/16 360
360
0.02000
37.05
834,000
834,000
120 117
08/01/16 360
360
0.02000
37.06
775,000
775,000
120 117
08/01/16 360
360
0.02000
37.07
756,000
756,000
120 117
08/01/16
360
360
0.02000
37.08
716,000
716,000
120 117
08/01/16 360
360
0.02000
37.09
659,000
659,000
120 117
08/01/16 360
360
0.02000
37.1
659,000
659,000
120 117
08/01/16 360
360
0.02000
37.11
640,000
640,000
120 117
08/01/16 360
360
0.02000
37.12
640,000
640,000
120 117
08/01/16 360
360
0.02000
37.13
620,000
620,000
120 117
08/01/16 360
360
0.02000
37.14
620,000
620,000
120 117
08/01/16 360
360
0.02000
38
15,000,000
15,000,000
120 120
11/01/16 360
360
88,779 0.02000
Actual/360
40
14,350,000
14,326,245 84 82 09/01/13
360
358
90,136 0.02000
Actual/360
41
13,760,000
13,760,000
120 120
11/01/16 360
360
80,038 0.02000
Actual/360
44
13,100,000
13,080,496 60 58 09/01/11 360
358
86,189 0.02000
Actual/360
44.01 6,620,700
6,610,843 60 58
09/01/11 360
358
0.02000
44.02 6,479,300
6,469,653 60 58
09/01/11 360
358
0.02000
46
13,000,000
13,000,000
120 116
07/01/16 360
360
79,959 0.02000
Actual/360
47
13,000,000
13,000,000
120 120
11/01/16 360
360
76,941
0.02000 Actual/360
48
12,000,000
12,000,000
120 119
10/01/16 360
360
71,946 0.02000
Actual/360
49
12,000,000
12,000,000
120 120
11/01/16 360
360
71,023 0.02000
Actual/360
50
11,500,000
11,500,000
120 120
11/01/16 360
360
70,136 0.02000
Actual/360
53
11,000,000
11,000,000
120 120
11/01/16 360
360
67,015 0.02000
Actual/360
54
10,300,000
10,300,000
120 118
09/01/16 360
360
63,084 0.02000
Actual/360
55
10,300,000
10,300,000 84 83
10/01/13
0
0
50,475 0.02000
Actual/360
59
9,800,000
9,792,299
120 119
10/01/16 360
359
60,022 0.02000
Actual/360
60
9,600,000
9,600,000
120 119
10/01/16 360
360
58,362 0.02000
Actual/360
61
9,500,000
9,500,000
120 118
09/01/16 360
360
56,896 0.02000
Actual/360
62
9,500,000
9,500,000
120 120
11/01/16 360
360
57,263 0.02000
Actual/360
62.01 4,825,000
4,825,000
120 120
11/01/16 360
360
0.02000
62.02 1,810,000
1,810,000
120 120
11/01/16 360
360
0.02000
62.03 1,525,000
1,525,000
120 120
11/01/16 360
360
0.02000
62.04 1,340,000
1,340,000
120 120
11/01/16 360
360
0.02000
63
9,200,000
9,172,276 60 56
07/01/11 360
356
58,817 0.02000
Actual/360
65
8,915,000
8,915,000
120 118
09/01/16 360
360
53,107 0.02000
Actual/360
68
8,500,000
8,500,000 120 120
11/01/16 300
300
55,705 0.02000
Actual/360
72
7,755,000
7,755,000
120 120
11/01/16 300
300
50,441 0.02000
Actual/360
74
7,400,000
7,400,000
120 118
09/01/16 360
360
45,901 0.02000
Actual/360
75
7,400,000
7,400,000
120 120
11/01/16 360
360
45,083 0.07000
Actual/360
76
7,400,000
7,400,000
120 120
11/01/16 360
360
44,367 0.02000
Actual/360
77
7,100,000
7,100,000
120 119
10/01/16 360
360
42,477 0.02000
Actual/360
83
6,500,000
6,500,000
120 120
11/01/16 300
300
42,598 0.02000
Actual/360
84
6,500,000
6,500,000
120 120
11/01/16 360
360
37,561 0.02000
Actual/360
85
6,500,000
6,488,632
120 118
09/01/16 360
358
39,810 0.02000
Actual/360
87
6,200,000
6,200,000
120 120
11/01/16 360
360
36,894 0.02000
Actual/360
89
6,000,000
6,000,000
120 118
09/01/16 0
0
30,011 0.02000
Actual/360
90
5,800,000
5,800,000
120 118
09/01/16 360
360
34,811 0.02000
Actual/360
91
5,775,000
5,765,014
120 118
09/01/16 360
358
35,558 0.02000
Actual/360
93
5,650,000
5,650,000
120 120
11/01/16 360
360
33,947 0.06000
Actual/360
94
5,600,000
5,600,000
120 120
11/01/16
360
360
33,395 0.02000
Actual/360
96
5,400,000
5,400,000
120 118
09/01/16 360
360
32,619 0.02000
Actual/360
97
5,200,000
5,193,270
120 118
09/01/16
420
418
29,128 0.02000
Actual/360
98
5,100,000
5,100,000
126 125
04/01/17 0
0
26,285 0.02000
Actual/360
102 4,925,000
4,925,000
120 120
11/01/16 360
360
29,055 0.02000
Actual/360
103 4,850,000
4,850,000 84 84
11/01/13 360
360
29,485 0.07000
Actual/360
104 4,800,000
4,800,000
120 119
10/01/16 360
360
28,624 0.02000
Actual/360
107 4,650,000
4,650,000
120 114
05/01/16 360
360
28,299 0.02000
Actual/360
108 4,550,000
4,550,000
120 119
10/01/16 360
360
27,280 0.02000
Actual/360
109 4,500,000
4,500,000
120 117
08/01/16 360
360
27,503 0.02000
Actual/360
110 4,400,000
4,400,000
120 120
11/01/16 240
240
32,289 0.02000
Actual/360
111 4,400,000
4,400,000 60 60
11/01/11 360
360
25,343 0.02000
Actual/360
112 4,400,000
4,400,000
120 120
11/01/16 360
360
26,835 0.02000
Actual/360
113 4,365,000
4,365,000
120 120
11/01/16 360
360
26,311 0.02000
Actual/360
114 4,330,000
4,318,856 84 81
08/01/13 360
357
26,380 0.02000
Actual/360
117 4,151,000
4,125,027
120 113
04/01/16 360
353
25,155 0.02000
Actual/360
119 4,000,000
4,000,000
120 120
11/01/16
360
360
24,395 0.02000
Actual/360
120 4,000,000
3,996,797
120 119
10/01/16 360
359
24,317 0.02000
Actual/360
123 3,800,000
3,796,767
120 119
10/01/16 360 359
22,539 0.02000
Actual/360
126 3,700,000
3,700,000
120 120
11/01/16 360
360
22,255 0.02000
Actual/360
131 3,210,000
3,210,000
120 120
11/01/16 360
360
19,081 0.02000
Actual/360
132 3,200,000
3,200,000 60 60
11/01/11 0
0
16,655 0.02000
Actual/360
138 3,000,000
3,000,000
120 120
11/01/16 360
360
17,852 0.02000
Actual/360
141 2,800,000
2,800,000
120 119
10/01/16 360
360
16,787 0.02000
Actual/360
147 1,610,000
1,610,000 60 60
11/01/11 360
360
9,467 0.02000
Actual/360
<CAPTION>
Originator/
ARD
ARD Step
Crossed Loan
Letter of
Loan # (Y/N)
Up (%)
Title Type
Loan
Seller
Guarantor
Credit
------ -----
--------
----------------- ------- -----------
-------------------------------------------- -----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
3
No
Fee
CIBC
Granite Companies LLC
No
7
No
Fee
CIBC
Allen Gross
No
7.01
Fee
CIBC
No
7.02
Fee
CIBC
No
7.03
Fee
CIBC
No
7.04
Fee
CIBC
No
7.05
Fee
CIBC
No
7.06
Fee
CIBC
No
7.07
Fee
CIBC
No
8
No
Fee
CIBC
Columbia Sussex Corporation
No
10
No
Fee
CIBC
Philip Pilevsky
No
11
No
CIBC
OCRE Beer Hill LLC, SBER Development Services
Fee and
LLC, National East LLC, NB 3601 LLC, Gunther
Leasehold
Headquarters LLC
No
11.01
Fee
CIBC
No
11.02
Fee
CIBC
No
11.03
Fee
CIBC
No
14
No
Leasehold
CIBC
William L. Hutchinson
No
15
No
CIBC
W. Richards Woodbury, O. Randall Woodbury,
Ezekiel R. Dumke III, Scott W. Thornton, Lynn
S. Woodbury, Guy R. Woodbury, Jeffrey K.
Fee
Woodbury
No
16
No
Fee
CIBC
David Chase
No
18
No
Fee and
CIBC
Brad M. Hutensky
Leasehold
No
20
No
Fee
CIBC
Harold Bookey
No
23
No
Fee
CIBC
Rubin Pachulski Properties 36, LLC
No
24
No
Fee
CIBC
Lamar Western, L.P.
No
25
No
Fee
CIBC
Hardam Singh Azad
No
25.01
Fee
CIBC
No
25.02
Fee
CIBC
No
25.03
Fee
CIBC
No
25.04
Fee
CIBC
No
25.05
Fee
CIBC
No
28
No
Fee
CIBC
Daniel Massry
No
30
No
Fee
CIBC
Allen Alevy
No
30.01
Fee
CIBC
No
30.02
Fee
CIBC
No
30.03
Fee
CIBC
No
33 No
Fee
CIBC
Joshua Safrin
No
35
No
Fee
CIBC
HGGP Capital II, LLC
No
36
No
Fee
CIBC
Rubin Pachulski Properties 36, LLC
No
37
No
Fee
CIBC
Marc Cukier, Shalom Jacobs
No
37.01
Fee
CIBC
No
37.02
Fee
CIBC
No
37.03
Fee
CIBC
No
37.04
Fee
CIBC
No
37.05
Fee
CIBC
No
37.06
Fee
CIBC
No
37.07
Fee
CIBC
No
37.08
Fee
CIBC
No
37.09
Fee
CIBC
No
37.1
Fee
CIBC
No
37.11
Fee
CIBC
No
37.12
Fee
CIBC
No
37.13
Fee
CIBC
No
37.14
Fee
CIBC
No
38
No
Fee
CIBC
Stephen J. Bisciotti, James C. Davis
No
40
No
Fee
CIBC
David J. Smith
No
41
No
Fee
CIBC
Pincus Rand
No
44
No
CIBC
Vamsikrishna P. Bonthala, Sheenal C. Patel,
Fee
Krishnakant S. Sangani
No
44.01
Fee
CIBC
No
44.02
Fee
CIBC
No
46
No
Fee
CIBC
Derek Graham, Kevin P. Kaseff
No
47
No
Fee
CIBC
Stephen J. Bisciotti, James C. Davis
No
48
No
Fee
CIBC
Lowenstein, Sandler, Brochin, Kohl & Fisher No
49
No
Fee
CIBC
Stephen J. Bisciotti, James C. Davis
No
50
No
Fee
CIBC
John M. Bratton, Kyle T. Fair
No
53
No
Fee
CIBC
Paul E. Mashni
No
54
No
Fee
CIBC
Lamar Western, L.P.
500,000.0
55
No
Fee
CIBC
Northland Fund II, L.P.
No
59
No
Fee
CIBC
Il Yeon Kwon
No
60
No
Fee
CIBC
Lamar Western, L.P.
No
61
No
Fee
CIBC
Rubin Pachulski Properties 36, LLC
No
62
No
F
