EXHIBIT 10.1
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of November 28, 2006
$1,464,205,411
Fixed Rate Mortgage Loans
Series 2006-CIBC17
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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 JPMorgan
Chase Bank,
National Association, as seller ("JPMorgan" or the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement dated
as of 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. On the Closing
Date, the Seller
shall also deliver to the Depositor, an amount equal to $33,312.50,
which
represents the aggregate amount of interest that would have accrued
at the
related Net Mortgage Rates during the Due Period ending in December
2006, for
those Mortgage Loans that do not have their first Monthly Payment
due until
January 2007. 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 $1,505,041,069 (which amount is inclusive of
accrued
interest) in immediately available funds minus the costs set forth
in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take
place on the
Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by the
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled
payments of
principal and interest due on or before the Cut-off Date but
collected after the
Cut-off Date, and recoveries of principal and interest collected on
or before
the Cut-off Date (only in respect of principal and interest on the
Mortgage
Loans due on or before the Cut-off Date and principal prepayments
thereon),
shall belong to, and shall be promptly remitted to, the Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat
the transfer
of each Mortgage Loan to the Purchaser as a sale for tax
purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed
thereby, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections
2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the
requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and
agreements
as the Purchaser or the Trustee shall reasonably request and which
are in the
Seller's possession or under the Seller's control. In addition, the
Seller
agrees to deliver or cause to be delivered to the Master Servicer,
the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement;
provided
that the Seller shall not be required to deliver any draft
documents, privileged
or internal communications or credit underwriting or due diligence
analyses or
data.
(b) With respect to the transfer described in Section 1 hereof,
if
the Mortgage Loan documents do not require the related Mortgagor to
pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the Seller shall pay the Transfer
Modification Costs
required to transfer the letter of credit to the Purchaser as
described in such
Section 1; provided that if the Mortgage Loan documents require the
related
Mortgagor to pay any Transfer Modification Costs, such Transfer
Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor
fails to pay
such Transfer Modification Costs after the Master Servicer,
consistent with its
obligations under the Pooling and Servicing Agreement, has
exercised reasonable
efforts to collect such Transfer Modification Costs from such
Mortgagor, in
which case the Master Servicer shall give the Seller notice of such
failure and
the Seller shall pay such Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to the Mortgage Loans pursuant to this Agreement
shall
constitute a purchase and sale and not a loan. If such conveyance
is deemed to
be a pledge and not a sale, then the parties also intend and agree
that the
Seller shall be deemed to have granted, and in such event does
hereby grant, to
the Purchaser, a first priority security interest in all of its
right, title and
interest in, to and under the Mortgage Loans, all payments of
principal or
interest on such Mortgage Loans due after the Cut-off Date, all
other payments
made in respect of such Mortgage Loans after the Cut-off Date
(except to the
extent such payments were due on or before the Cut-off Date) and
all proceeds
thereof and that this Agreement shall constitute a security
agreement under
applicable law. If such conveyance is deemed to be a pledge and not
a sale, the
Seller consents to the Purchaser hypothecating and transferring
such security
interest in favor of the Trustee and transferring the obligation
secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with
the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the
intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage
from the
Seller to the Trustee in connection with the Pooling and Servicing
Agreement.
All recording fees relating to the initial recordation of such
intermediate
assignments and Assignments of Mortgage shall be paid by the
Seller;
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the Master Servicer, in order to assist and
facilitate in the
transfer of the servicing of the Mortgage Loans to the Master
Servicer,
including effectuating the transfer of any letters of credit with
respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for
the benefit of
Certificateholders. Prior to the date that a letter of credit with
respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller
will
cooperate with the reasonable requests of the Master Servicer or
Special
Servicer, as applicable, in connection with effectuating a draw
under such
letter of credit as required under the terms of the related
Mortgage Loan
documents; and
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annex A-1,
A-2, A-3 and B thereto and the Diskette included therewith, with
respect to any
information relating to the Mortgage Loans or the Seller, in order
to make the
statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annex A-1,
A-2, A-3 and
B thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, to comply with
applicable law, the
Seller shall do all things necessary to assist the Depositor to
prepare and
furnish, at the expense of the Seller (to the extent that such
amendment or
supplement relates to the Seller, the Mortgage Loans listed on
Exhibit A and/or
any information relating to the same, as provided by the Seller),
to the
Underwriters such amendments or supplements to the Prospectus
Supplement as may
be necessary, so that the statements in the Prospectus Supplement
as so amended
or supplemented, including Annex A-1, A-2, A-3 and B thereto and
the Diskette
included therewith, with respect to any information relating to the
Mortgage
Loans or the Seller, will not, in the light of the circumstances
when the
Prospectus is delivered to a purchaser, be misleading or so that
the Prospectus
Supplement, including Annex A-1, A-2, A-3 and B thereto and the
Diskette
included therewith, with respect to any information relating to the
Mortgage
Loans or the Seller, will comply with applicable law. All terms
used in this
clause (c) and not otherwise defined herein shall have the meaning
set forth in
the Indemnification Agreement, dated as of 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 national banking association duly organized,
validly
existing, and in good standing under the laws of the United
States of
America;
(ii) it has the power and authority to own its property
and to
carry on its business as now conducted;
(iii) it has the power to execute, deliver and perform
this
Agreement;
(iv) it is legally authorized to transact business in
the United
States of America. The Seller is in compliance with the
laws of
each state in which any Mortgaged Property is located to the
extent
necessary so that a subsequent holder of the related Mortgage
Loan
(including, without limitation, the Purchaser) that is in
compliance
with the laws of such state would not be prohibited from
enforcing
such Mortgage Loan solely by reason of any non-compliance
by the
Seller;
(v) the execution, delivery and performance of this
Agreement
by the Seller has been duly authorized by all requisite
action by
the Seller's board of directors and will not violate or
breach any
provision of its organizational documents;
(vi) this Agreement has been duly executed and delivered
by the
Seller and constitutes a legal, valid and binding obligation
of the
Seller, enforceable against it in accordance with its terms
(except as
enforcement thereof may be limited by bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws affecting the enforcement of creditors'
rights
generally and by general equitable principles regardless of
whether
enforcement is considered in a proceeding in equity or at
law);
(vii) there are no legal or governmental proceedings
pending to
which the Seller is a party or of which any property of
the Seller
is the subject which, if determined adversely to the
Seller,
would reasonably be expected to adversely affect (A) the
transfer
of the Mortgage Loans and the Mortgage Loan documents, (B)
the
execution and delivery by the Seller or enforceability against
the Seller
of the Mortgage Loans or this Agreement, or (C) the
performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement,
report,
officer's certificate or other document prepared and
furnished
or to be furnished by the Seller in connection with the
transactions contemplated hereby (including, without limitation,
any
financial
cash flow models and underwriting file abstracts furnished
by the
Seller) contains any untrue statement of a material fact or
omits to
state a material fact necessary in order to make the
statements
contained therein, in the light of the circumstances
under
which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse
of time or
both would be, in violation of or in default under any
indenture,
mortgage, deed of trust, loan agreement or other
agreement
or instrument to which it is a party or by which it or any
of its
properties is bound, except for violations and defaults which
individually and in the aggregate would not have a material
adverse
effect on
the transactions contemplated herein; the sale of the
Mortgage
Loans and the performance by the Seller of all of its
obligations under this Agreement and the consummation by the
Seller
of the
transactions herein contemplated will not conflict with or
result in
a breach of any of the terms or provisions of, or
constitute
a default under, any material indenture, mortgage, deed
of trust,
loan agreement or other agreement or instrument to which
the Seller
is a party or by which the Seller is bound or to which
any of the
property or assets of the Seller is subject, nor will any
such
action result in any violation of the provisions of any
applicable law
or statute or any order, rule or regulation of any
court or
governmental agency or body having jurisdiction over the
Seller, or
any of its properties, except for conflicts, breaches,
defaults
and violations which individually and in the aggregate
would not
have a material adverse effect on the transactions
contemplated herein; and no consent, approval, authorization,
order,
license,
registration or qualification of or with any such court or
governmental agency or body is required for the consummation by
the
Seller of
the transactions contemplated by this Agreement, other
than any
consent, approval, authorization, order, license,
registration or qualification that has been obtained or made;
(x) it has either (A) not dealt with any Person (other
than the
Purchaser or the Dealers) that may be entitled to any
commission
or compensation in connection with the sale or purchase
of the
Mortgage Loans or entering into this Agreement or (B) paid in
full any
such commission or compensation;
(xi) it is solvent and the sale of the Mortgage Loans
hereunder
will not cause it to become insolvent; and the sale of the
Mortgage
Loans is not undertaken with the intent to hinder, delay or
defraud
any of the Seller's creditors; and
(xii) for so long as the Trust is subject to the
reporting
requirements of the Exchange Act, the Seller shall provide
the
Purchaser (or with respect to any Companion Loan that is
deposited
into an Other Securitization, the depositor in such Other
Securitization) and the Paying Agent with any Additional Form
10-D
Disclosure
and any Additional Form 10-K Disclosure which the
Purchaser
is required to provide with respect to the Seller in its
capacity
as a "sponsor" pursuant to Exhibit Y and Exhibit Z of the
Pooling
and Servicing Agreement within the time periods set forth in
the
Pooling and Servicing Agreement.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly
existing,
and in good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in
good
standing in all jurisdictions in which ownership or lease of
its
property or the conduct of its business requires such
qualification, except where the failure to be so qualified would
not
have a
material adverse effect on the Purchaser, and the Purchaser
is
conducting its business so as to comply in all material
respects
with the
applicable statutes, ordinances, rules and regulations of
each
jurisdiction in which it is conducting business;
(iii) it has the power and authority to own its property
and to
carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform
this Agreement, and
neither the execution and delivery by the
Purchaser
of this Agreement, nor the consummation by the Purchaser
of the
transactions herein contemplated, nor the compliance by the
Purchaser
with the provisions hereof, will (A) conflict with or
result in
a breach of, or constitute a default under, any of the
provisions
of the certificate of incorporation or by-laws of the
Purchaser
or any of the provisions of any law, governmental rule,
regulation, judgment, decree or order binding on the Purchaser
or
any of its
properties, or any indenture, mortgage, contract or other
instrument
to which the Purchaser is a party or by which it is
bound, or
(B) result in the creation or imposition of any lien,
charge or
encumbrance upon any of the Purchaser's property pursuant
to the
terms of any such indenture, mortgage, contract or other
instrument;
(v) this Agreement constitutes a legal, valid and
binding
obligation of the Purchaser enforceable against it in
accordance
with its terms (except as enforcement thereof may be
limited by
(a) bankruptcy, receivership, conservatorship,
reorganization, insolvency, moratorium or other laws affecting
the
enforcement of creditors' rights generally and (b) general
equitable
principles
(regardless of whether enforcement is considered in a
proceeding
in equity or law));
(vi) there are no legal or governmental proceedings
pending to
which the Purchaser is a party or of which any property
of the
Purchaser is the subject which, if determined adversely to
the
Purchaser, might interfere with or adversely affect the
consummation of the transactions contemplated herein and in the
Pooling
and Servicing Agreement; to the best of the Purchaser's
knowledge,
no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or
decree of
any court or any order, regulation or demand of any
federal,
state municipal or governmental agency, which default might
have
consequences that would materially and adversely affect the
condition
(financial or other) or operations of the Purchaser or its
properties
or might have consequences that would materially and
adversely
affect its performance hereunder;
(viii) it has not dealt with any broker, investment
banker,
agent or other person, other than the Seller, the Dealers
and their
respective affiliates, that may be entitled to any
commission
or compensation in connection with the sale of the
Mortgage
Loans or the consummation of any of the transactions
contemplated hereby;
(ix) all consents, approvals, authorizations, orders or
filings of
or with any court or governmental agency or body, if any,
required
for the execution, delivery and performance of this
Agreement
by the Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of
the United
States Secrecy Act, the United States Money Laundering
Control
Act of 1986 or the United States International Money
Laundering
Abatement and Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties
as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
(or as of
such other date specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, Master Servicer,
Special
Servicer, a Certificate Owner or any other Person shall relieve the
Seller of
any liability or obligation with respect to any representation or
warranty or
otherwise under this Agreement or constitute notice to any Person
of a Breach or
Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
a Mortgage
Loan, the related Mortgaged Property or the interests of the
Trustee or any
Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller
shall,
not later than 90 days from the earlier of the Seller's receipt of
the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan
not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury 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 articles of association and
by-laws,
certified as of a recent date by the Assistant Secretary of
the
Seller;
(ii) a copy of a certificate of good standing of the
Seller
issued by the Comptroller of the Currency dated not earlier
than sixty
days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to the Purchaser and its counsel,
substantially to the effect that:
(A) the
Seller is a national banking association duly
organized, validly existing and in good standing under the laws
of
the United States;
(B) the Seller has the power to conduct its business as now
conducted and to
incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary action has been taken by the Seller to
authorize the execution, delivery and performance of this
Agreement
and the Indemnification Agreement by the Seller and this
Agreement
is a legal, valid and binding agreement of the Seller
enforceable
against the Seller, whether such enforcement is sought in a
procedure at law or in equity, except to the extent such
enforcement
may be limited by bankruptcy or other similar creditors' laws
or
principles of equity and public policy considerations underlying
the
securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of
the
Agreement which purport to provide indemnification with respect
to
securities law violations;
(D) the Seller's
execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and
the
Indemnification Agreement do not and will not conflict with the
Seller's charter or by-laws or conflict with or result in the
breach
of any of the terms or provisions of, or constitute a default
under,
any indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument to which the Seller is a party
or
by which the Seller is bound, or to which any of the property
or
assets of the Seller is subject or violate any provisions of law
or
conflict with or result in the breach of any order of any court
or
any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or
to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement
or
(ii) would, if decided adversely to the Seller, either
individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification
Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with any federal court or
governmental agency or body is required for the consummation by
the
Seller of the transactions contemplated by this Agreement and
the
Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications
as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect
that
nothing has come to such counsel's attention that would lead
such
counsel to believe that the Prospectus Supplement as of the
date
thereof or as of the Closing Date contains, with respect to the
Seller or
the Mortgage Loans, any untrue statement of a material
fact or
omits to state a material fact necessary in order to make
the
statements therein relating to the Seller or the Mortgage
Loans,
in the
light of the circumstances under which they were made, not
misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such
other place
and time as the parties shall agree. The parties hereto agree that
time is of
the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share
(the
Seller's pro rata share to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents in proportion to the aggregate principal balance as of
the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of
all costs
and expenses of the Purchaser in connection with the transactions
contemplated
herein, including, but not limited to: (i) the costs and expenses
of the
Purchaser in connection with the purchase of the Mortgage Loans;
(ii) the costs
and expenses of reproducing and delivering the Pooling and
Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and
delivering the
Certificates; (iii) the reasonable and documented fees, costs and
expenses of
the Trustee and its counsel incurred in connection with the Trustee
entering
into the Pooling and Servicing Agreement; (iv) the fees and
disbursements of a
firm of certified public accountants selected by the Purchaser and
the Seller
with respect to numerical information in respect of the Mortgage
Loans and the
Certificates included in the Prospectus, any Free Writing
Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in
the
Indemnification Agreement) and any related 8-K Information (as
defined in the
Underwriting Agreement), or items similar to the 8-K Information,
including the
cost of obtaining any "comfort letters" with respect to such items;
(v) the
costs and expenses in connection with the qualification or
exemption of the
Certificates under state securities or blue sky laws, including
filing fees and
reasonable fees and disbursements of counsel in connection
therewith; (vi) the
costs and expenses in connection with any determination of the
eligibility of
the Certificates for investment by institutional investors in any
jurisdiction
and the preparation of any legal investment survey, including
reasonable fees
and disbursements of counsel in connection therewith; (vii) the
costs and
expenses in connection with printing (or otherwise reproducing) and
delivering
the Registration Statement, the Prospectus, the Memoranda and any
Free Writing
Prospectus, and the reproduction and delivery of this Agreement and
the
furnishing to the Underwriters of such copies of the Registration
Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood, LLP, counsel to the
Underwriters and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third-Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement. The Seller hereby acknowledges its obligations,
including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of
the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the
benefit of,
and be enforceable by, the Seller, the Purchaser and their
permitted successors
and permitted assigns. The warranties and representations and the
agreements
made by the Seller herein shall survive delivery of the Mortgage
Loans to the
Trustee until the termination of the Pooling and Servicing
Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Dennis Schuh, Vice President, telecopy number (212) 834-6593, (ii)
in the case
of the Seller, JPMorgan Chase Bank, National Association, 270 Park
Avenue, 10th
Floor, New York, New York 10017, Attention: Dennis Schuh, Vice
President,
telecopy number (212) 834-6593 and (iii) in the case of any of the
preceding
parties, such other address as may hereafter be furnished to the
other party in
writing by such parties.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. No notice to or demand on
any party in
any case shall entitle such party to any other or further notice or
demand in
similar or other circumstances, or constitute a waiver of the right
of either
party to any other or further action in any circumstances without
notice or
demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
By: /s/ Charles
Y. Lee
------------------------------------
Name: Charles Y.
Lee
Title: Vice President
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
By: /s/ Charles
Y. Lee
------------------------------------
Name: Charles Y.
Lee
Title: Vice President
<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>
1
BF ATL, LLC, BF
ATL II, LLC, BF ATL
600 Peachtree Tree
Atlanta
GA
30308
III, LLC, BF ATL IV, LLC, BF ATL V,
LLC
2
Centro Heritage
SPE 1 LLC, Centro
Various
Various
Various Various
Bradley SPE 1 LLC, Centro Heritage
Royal Oaks L.P., Centro Bradley
Heritage Square LLC, Heritage Old
Bridge LLC, Bradley Spring Mall
Limited Partnership, Williamson
Square Associates Limited Partnership
2.01
300 Commons Drive
Chicago Ridge
IL
60415
2.02
1030 US Route 9
Old Bridge
NJ
08857
2.03
10972-11116 North Port Washington
Road
Mequon
WI
53092
2.04
2900 East Franklin Boulevard
Gastonia
NC
28056
2.05
11803-11815 Westheimer
Houston
TX
70777
2.06
1113 Murfreesboro Road
Franklin
TN
37064
2.07
404 South State Route 59
Naperville
IL
60540
2.08
36 and 100-140 West 66th Street
Richfield
MN
55423
2.09
3301 North Federal Highway
Pompano Beach
FL
33064
2.1
1410-1760 Apple Glen Boulevard
Fort Wayne
IN
46804
2.11
4200 South 76th Street
Greenfield
WI
53220
2.12
2671 County Road East
White Bear Lake MN
55110
2.13
7325-7355 Manchester Road
Maplewood
MO
63143
2.14
1205-1405 West Garfield Boulevard
Bartonville
IL
61607
4
CNL Plaza Ltd.
& CNL Plaza II Ltd.
Various
Orlando
FL
32801
4.01
450 South Orange Avenue
Orlando
FL
32801
4.02
420 South Orange Avenue
Orlando
FL
32801
5
Centro
Independence LLC
3500 Oleander Drive
Wilmington
NC
28403
6
Behringer
Harvard Three Parkway, LLC 1601
Cherry Street
Philadelphia
PA
19102
9
Bee Cave
Galleria I, LP and Bee Cave FM
620 & State Highway 71 West
Bee Cave
TX
78736
Galleria II, LP
12
D Design
Holdings, L.P.
1025 North Stemmons Freeway & 1250
Slocum Street
Dallas
TX
75207
13
TS Midtown
Holdings, LLC
11 East 44th Street
New York
NY
10017
17
Leavitt-Wolff
Tempe Holdings, LLC, 1721,
1821, 1921 West Rio Salado
Parkway
Tempe
AZ
85281
Leavitt-Wolff Tempe Holdings II, LLC,
Leavitt-Wolff Tempe Holdings III, LLC
19
Griffin Capital
(Naperville)
535 East Diehl Road
Naperville
IL
60563
Investors, LLC, Griffin Capital
(Naperville) Investors 1, LLC,
Griffin Capital (Naperville)
Investors 2, LLC, Griffin Capital
(Naperville) Investors 3, LLC,
Griffin Capital (Naperville)
Investors 4, LLC, Griffin Capital
(Naper
21
471 Culebra
Market, L.P.
1130 West Loop 1604 North
San Antonio
TX
78251
22
Shady Grove
Center Manager, LLC
15900 Shady Grove Road
Gaithersburg
MD
20877
26
Mission
Brentwood, DST
1000 Enclave Circle
Nashville
TN
37211
27
W 54-7 LLC
162 West 54th Street
New York
NY
10019
29
Points East,
LLC, Prima Casa, LLC,
7289 Mentor Avenue
Mentor
OH
44060
NSF Investments, LLC, SHT Points
East, LLC, Channell Fairport, LLC,
Des-Pointe East, LLC
31
CEP Expo
Investors LLC
1601 Exposition Boulevard
Sacramento
CA
95815
32
Behringer
Harvard Grandview, LLC
3595 Grandview Parkway
Birmingham
AL
35243
34
VF II -
Sunnyside, LLC
5640, 5760 and 5700-5730 Sunnyside
Avenue
Beltsville
MD
20705
39
Lakepoint Office
Park, LLC, SHT
3201 Enterprise Parkway
Beachwood
OH
44122
Lakepoint, LLC
42
Loomis Centre,
LLC
3555 South 27th Street
Milwaukee
WI
53221
43
Arbors of
Traverse West, LLC
2794 Hartman Road
Traverse City
MI
49684
45
FWI 29 LLC
641 Veterans Parkway South
Moultrie
GA
31788
51
Pecan-Waco
Investors, LLC
2736 Lake Shore Drive
Waco
TX
76708
52
21800 Burbank
FBS, LLC
21800 Burbank Boulevard
Woodland Hills CA
91367
56
Woodhollow-Waco,
LLC
4502
Lake Shore Drive
Waco
TX
76710
57
MRI Saddlehorn
Superstition
2055 East Hampton Avenue
Mesa
AZ
85204
Investment Fund, LLC
58
Lincoln Square Partnership
901 West Morton Avenue
Jacksonville
IL
62650
64
Old Pasadena
Plaza II, L.P.
61 North Raymond Avenue
Pasadena
CA
91103
66
The Chancellor,
LLC
4200 West Northgate Drive
Irving
TX
75062
67
Killeen ATM LLC
901 South Fort Hood Street
Killeen
TX
76541
69
Majestic Realty
Corp.
145 West 71st Street
New York
NY
10023
70
Beaumont Medical
Building-Warren, LLC 8545
Common Road
Warren
MI
48093
71
RGMH Properties
East LLC
2225 East Main Street
Murfreesboro
TN
37130
73
Jerc Partners
VI, L.P., Warminster
1475-1557 West Street Road
Warminster
PA
18974
Square, L.P.
78
All Storage GB,
L.P.
6900 Granbury Road
Fort Worth
TX
76133
79
Uptown Realty
Unlimited LLC
118-128 Fort Washington Avenue
New York
NY
10032
80
The Preserve at
Grande Oaks II, L.L.C. 111 Grande Oaks
Drive
Fayetteville
NC
28314
81
Royal Patriot,
LLC
5104 & 5108 Pegasus Court
Frederick
MD
21704
82
Sebastopol
Industrial Park, LLC
6782 Sebastopol Avenue
Sebastopol
CA
95472
86
Stephenville Oak
Tree Partners, LTD
2251 West Lingleville Road
Stephenville
TX
76401
88
United
Commercial Holdings, LLC
14541 Brookhurst Street
Westminster
CA
92683
92
Sun Group Homes,
LLC
2010 West Broad Avenue
Albany
GA
31707
95
645 Bergen
Avenue Realty LLC
1454-1516 Morse Road and 4659-4675
Karl Road
Columbus
OH
43229
99
Eckville LP
7719 Main Street
Fogelsville
PA
18051
100 815 Realty LLC
815-817 West 181 Street
New York
NY
10033
101 The Shoppes at Dunkirk LLC
and
10068 Southern Maryland Boulevard Dunkirk
MD
20754
Country Plaza Manager LLC
105 Gratiot Retail Center, LLC
29138 Gratiot Avenue
Roseville
MI
48066
106 Sioux Falls Real Estate, LLC
4500 North Lewis Avenue
Sioux Falls
SD
57104
115 Professional Properties of
the Palm
9121 - 9123 North Military Trail Palm
Beach Gardens FL
33410
Beaches, Inc.
116 1781 Riverside LLC
1781-1783 Riverside Drive
New York
NY
10034
118 133 West L.L.C.
133 West 71st Street
New York
NY
10023
121 Delilah Road Limited
Partnership,
6575-6579 Delilah Road
Egg Harbor
NJ
08234
Robert D. Lehman and Mildred N. Lehman
122 11250 North Central, L.P.
11250 North Central Expressway
Dallas
TX
75243
124 River Glen Investors, LLC
201 East Telfair Street
Augusta
GA
30901
125 Sayona Hospitality, LLC
1220 T J Jackson Drive
Falling Waters WV
25419
127 Petite Esplanade, L.L.C.
6820 Veterans Memorial Boulevard
Metairie
LA
70003
128 EPT Southview Apartments I,
LLC & EPT 611 North
Yarbrough Drive
El Paso
TX
79915
Southview Apartments II, LLC
129 Carmen LLC
1375 East Fairview Avenue
Meridian
ID
83642
130 BSPM Hospitality LLC
209 South Viking Way
Martinsburg
WV
25401
133 Lakeline Center Cedar Park
Phase I,
1540 Cypress Creek Road
Cedar Park
TX
78613
Ltd.
134 Devi Ten LLC
2179 East 5th Street
Metropolis
IL
62960
135 1318-1320 W. Broad Street,
LLC
1318 West Broad Street
Richmond
VA
23220
136 Fort Payne Lodgings, L.L.C.
112 Airport Road West
Fort Payne
AL
35968
137 Oakhill Manor Apartments
Limited
3712 East 47th Terrace
Kansas City
MO
64130
Partnership
139 Gardena Business Park, LLC
13200 South Western Avenue
Gardena
CA
90249
140 Andrews Crossing, LLC
3200 Andrews Highway
Midland
TX
79701
142 Cannon Blvd. Equities LLC
439-489 North Cannon Boulevard
Kannapolis
NC
28083
143 The Shoppes of Hebron, LLC
2091 North Bend Road
Hebron
KY
41048
144 East Kauai Professional
Building, LLC 4-1579
Kuhio Highway
Kapaa
HI
96746
145 TP Investors, LLC
2228 Kay Drive
Smithfield
NC
27577
146 TP Investors, LLC
1100 North Jefferson Street
Goldsboro
NC
27534
148 TP Investors, LLC
1234 Cauthen Drive
Rockingham
NC
28379
149 TP Investors, LLC
310
Second Street
Louisburg
NC
27549
150 610 LLC
610 West 173rd Street
New York
NY
10032
151 Nick Corcokios Enterprises,
Inc.
6095 Lake Worth Road
Greenacres
FL
33463
<CAPTION>
Interest Net
Mortgage
Loan # County
Property Name
Size Measure
Rate
(%) Interest
Rate
------
----------------
-------------------------------------------- -------- ----------- --------- -------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
1
Fulton
Bank of America Plaza
1253499 Square
Feet
6.12640
6.10560
2
Various
Centro Heritage Portfolio
2746128 Square
Feet
5.39400
5.37320
2.01 Cook
Commons of Chicago Ridge
324530 Square
Feet
5.39400
2.02 Middlesex
Old Bridge Gateway
235995 Square
Feet
5.39400
2.03 Ozaukee
Mequon Pavilions
213436 Square
Feet
5.39400
2.04 Gaston
Franklin Square
318435 Square
Feet
5.39400
2.05 Harris
Royal Oaks Village
145286 Square
Feet
5.39400
2.06 Williamson
Williamson Square
330226 Square
Feet
5.39400
2.07 Dupage
Heritage Square
210753 Square
Feet
5.39400
2.08 Hennepin
Hub West/ Richfield Hub
214855 Square
Feet
5.39400
2.09 Broward
Shoppers Haven Shopping Center
206942 Square
Feet
5.39400
2.1 Allen
Apple Glen Crossing
150446 Square
Feet
5.39400
2.11 Milwaukee
Spring Mall
188861 Square
Feet
5.39400
2.12 Ramsey
White Bear Hills
73095 Square
Feet
5.39400
2.13 Saint Louis
Maplewood Square
71590 Square
Feet
5.39400
2.14 Peoria
Bartonville Square
61678 Square
Feet
5.39400
4
Orange
CNL Center I & II
620887 Square
Feet
5.89200
5.87120
4.01 Orange
CNL Center I
345941 Square
Feet
5.89200
4.02 Orange
CNL Center II
274946 Square
Feet
5.89200
5
New Hanover
Westfield Shoppingtown Independence
493432 Square
Feet
6.17350
6.15270
6
Philadelphia
Three Parkway
561631 Square
Feet
5.47500
5.45420
9
Travis
The Shops at the Galleria
487067 Square
Feet
5.67150
5.65070
12
Dallas
Dallas Design Center
370577 Square
Feet
5.73300
5.71220
13
New York
11 E 44th St
135150 Square
Feet
6.13750
6.11670
17 Maricopa
Rio West Business Park
293791 Square
Feet
5.88000
5.85920
19
Du Page
Washington Pointe
163623 Square
Feet
6.20750
6.18670
21
Bexar
Culebra Market
194166 Square
Feet
5.65000
5.62920
22
Montgomery
Shady Grove Center
107313 Square
Feet
5.90700
5.88620
26
Davidson
Archstone Brentwood Apartments
380 Units
5.88750
5.86670
27
New York
162 West 54th Street
71 Units
5.83100
5.81020
29
Lake
Points East
Shopping Center
198803 Square
Feet
6.06000
6.03920
31
Sacramento
Allied Insurance Building
132418 Square
Feet
6.12800
6.10720
32
Jefferson
Grandview II
149463 Square
Feet
5.55970
5.52890
34
Prince Georges
Sunnyside Industrial Center
248981 Square
Feet
6.08300
6.01220
39
Cuyahoga
Lakepoint Office Park
112241 Square
Feet
6.25750
6.18670
42
Milwaukee
Loomis Centre
194800 Square
Feet
6.22750
6.20670
43
Grand Traverse
Phase I: Arbors of Traverse
216 Units
6.30900
6.25820
45
Colquitt
South Central Shopping Center
196589 Square
Feet
5.80000
5.77920
51
Mclennan
Pecan Ridge Apartments
252 Units
5.90000
5.87920
52
Los Angeles
21800 Burbank
58886 Square
Feet
6.17950
6.15870
56
McLennan
Woodhollow Apartments
220 Units
5.90000
5.87920
57
Maricopa
Superstition Villas
249 Units
5.99500
5.97420
58
Morgan
Lincoln Square Shopping Center
206233
Square Feet
5.87750
5.83170
64
Los Angeles
Old Pasadena Plaza II
39711 Square
Feet
6.12300
6.10220
66
Dallas
Burn Brae Apartments
282 Units
6.11000
6.08920
67
Bell
Wendland Plaza
149334 Square
Feet
5.89000
5.86920
69
New York
145 West 71st Street
64 Units
5.83100
5.81020
70
Macomb
Beaumont Medical Building
35219 Square
Feet
5.85650
5.77070
71
Rutherford
Campus Crossing Phase II
240 Beds
6.14500
6.05420
73
Bucks
Warminster Square
59971 Square
Feet
5.97000
5.87920
78
Tarrant
Granbury Road All Storage
1281 Units
5.92500
5.90420
79
New York
128 Fort Washington Ave
115 Units
5.83100
5.81020
80
Cumberland
The Preserve at Grande Oaks II
75 Units
5.80000
5.77920
81
Frederick
Center at Monocacy
74240 Square
Feet
6.10400
6.02320
82
Sonoma
Sebastopol Industrial Park
118470 Square
Feet
6.46000
6.37920
86
Erath
Oak Tree Apartments
201 Units
5.98830
5.87750
88
Orange
14541 Brookhurst Street
41366 Square
Feet
6.15000
6.12920
92
Dougherty
Westwood Apartments
194 Units
6.55000
6.52920
95
Franklin
The Patio Shops
51400 Square
Feet
6.08000
6.05920
99
Lehigh
Eckerd's - Fogelsville, PA
13813 Square
Feet
5.97000
5.94920
100 New York
815 West 181 Street
69 Units
5.83100
5.81020
101 Calvert
Country Plaza
31883 Square
Feet
5.95900
5.93820
105 Macomb
Gratiot Retail
17929 Square
Feet
6.25000
6.19920
106 Minnehaha
Sioux Falls Corporate Centre III
41243 Square
Feet
6.29250
6.27170
115 Palm Beach
Gardens Professional Center
56650 Square
Feet
6.14500
6.07420
116 New York
1781 Riverside Drive
69 Units
5.83100
5.81020
118 New York
133 West 71st Street
36 Units
5.83100
5.81020
121 Atlantic County Delilah Road Warehouse
137892 Square
Feet
5.67000
5.64920
122 Dallas
11250 N. Central Expressway
49701 Square
Feet
6.10000
6.07920
124 Richmond
River Glen Apartments
192 Units
6.28000
6.25920
125 Berkeley
Holiday Inn Express - Falling Waters
71 Rooms
6.51700
6.42620
127 Jefferson
Petite Esplanade Shopping Center
24484 Square
Feet
6.07100
6.05020
128 El Paso
Southview Apartments
121 Units
5.91000
5.83920
129 Ada
Stonehenge Plaza
51000 Square
Feet
6.23000
6.20920
130 Berkeley
Days Inn - Martinsburgh
62 Rooms
6.46700
6.37620
133 Williamson
Lakeline Center
13500 Square
Feet
6.43000
6.40920
134 Massac
Holiday Inn Express - Metropolis
75 Rooms
6.36250
6.27170
135 Richmond City 1318 West
Broad Street
25 Units
6.19700
6.08620
136 De Kalb
Holiday Inn Express - Fort Payne
60 Rooms
6.05000
5.95920
137 Jackson
Oakhill Manor Apartments
160 Units
6.18000
6.06920
139 Los Angeles
Gardena Business Park
42385 Square
Feet
6.11500
6.04420
140 Midland
Andrews Crossing
19436 Square
Feet
6.40000
6.37920
142 Cabarrus
Cannon Plaza
65800 Square
Feet
6.38000
6.35920
143 Boone
Shoppes of Hebron
17341 Square
Feet
6.00000
5.88920
144 Kauai
East Kauai Professional Building
16341 Square
Feet
6.37500
6.35420
145 Johnston
Johnson Court Apartments
69 Units
5.90000
5.87920
146 Wayne
Jefferson Court Apartments
59 Units
5.90000
5.87920
148 Richmond
Long Drive I Apartments
49 Units
5.90000
5.87920
149 Franklin
North Franklin Court Apartments
50 Units
5.90000
5.87920
150 New York
610 West 173rd Street
34 Units
5.83100
5.81020
151 Palm Beach
Concord Plaza
13792 Square
Feet
6.18000
6.10920
<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>
1
263,000,000
263,000,000 120 119 10/01/16
0
0 1,361,351
0.02000 Actual/360
2
220,936,419
220,936,419 120 120 11/01/16
0
0 1,006,902
0.02000 Actual/360
2.01 25,720,000
25,720,000
120 120
11/01/16
0
0
0.02000
2.02 24,490,000
24,490,000
120 120
11/01/16
0
0
0.02000
2.03 23,860,000
23,860,000
120 120
11/01/16
0
0
0.02000
2.04 23,430,000
23,430,000
120 120
11/01/16
0
0
0.02000
2.05 22,630,000
22,630,000
120 120
11/01/16
0
0
0.02000
2.06 17,440,000
17,440,000
120 120
11/01/16
0
0
0.02000
2.07 16,770,000
16,770,000
120 120
11/01/16
0
0
0.02000
2.08 16,320,000
16,320,000
120 120
11/01/16
0
0
0.02000
2.09 14,960,000
14,960,000
120 120
11/01/16
0
0
0.02000
2.1 13,100,000
13,100,000
120 120
11/01/16
0
0
0.02000
2.11 11,880,000
11,880,000
120 120
11/01/16
0
0
0.02000
2.12 4,576,419
4,576,419
120 120
11/01/16
0
0
0.02000
2.13 3,730,000
3,730,000
120 120
11/01/16
0
0
0.02000
2.14 2,030,000
2,030,000
120 120
11/01/16
0
0
0.02000
4
138,000,000
138,000,000 120 120 11/01/16
0
0
686,991 0.02000
Actual/360
4.01 83,000,000
83,000,000
120 120
11/01/16
0
0
0.02000
4.02 55,000,000
55,000,000
120 120
11/01/16
0
0
0.02000
5
110,000,000
110,000,000 120 120 11/01/16
0
0
573,764 0.02000
Actual/360
6
67,125,000
67,125,000
120 120
11/01/16
360 360
380,076 0.02000
Actual/360
9
56,000,000
56,000,000
120 116
07/01/16
360 360
324,014 0.02000
Actual/360
12
39,000,000
39,000,000
120 119
10/01/16
360 360
227,172 0.02000
Actual/360
13
38,500,000
38,500,000
120 119
10/01/16
360 360
234,241 0.02000
Actual/360
17
30,800,000
30,800,000
120 120
11/01/16
360 360
182,292 0.02000
Actual/360
19
23,175,000
23,175,000
120 118 09/01/16
360 360
142,052 0.02000
Actual/360
21
22,600,000
22,600,000
120 120
11/01/16
0
0
107,886 0.02000
Actual/360
22
22,000,000
22,000,000
120 120
11/01/16
360 360
130,589 0.02000
Actual/360
26
20,000,000
20,000,000
120 120
11/01/16
360 360
118,467 0.02000
Actual/360
27
18,800,000
18,800,000
120 120
11/01/16
0
0
92,621 0.02000
Actual/360
29
18,250,000
18,250,000
120 119
10/01/16
360 360
110,123 0.02000
Actual/360
31
17,000,000
17,000,000 84 82 09/01/13
0
0
88,019 0.02000
Actual/360
32
17,000,000
17,000,000
120 120
11/01/16
360 360
97,162 0.03000
Actual/360
34
16,100,000
16,100,000
120 120 11/01/16
0
0
82,747 0.07000
Actual/360
39
14,800,000
14,800,000
120 118
09/01/16
360 360
91,198 0.07000
Actual/360
42
13,625,000
13,625,000
120 119
10/01/16
360 360
83,692 0.02000
Actual/360
43
13,200,000
13,200,000
120 119
10/01/16
360 360
81,782 0.05000
Actual/360
45
13,060,000
13,060,000
120 120
11/01/16
360 360
76,630 0.02000
Actual/360
51
11,425,000
11,425,000
120 120
11/01/16
360 360
67,766 0.02000
Actual/360
52
11,350,000
11,350,000
120 118
09/01/16
360 360
69,364 0.02000
Actual/360
56
10,025,000
10,025,000
120 120
11/01/16
360 360
59,462 0.02000
Actual/360
57
10,000,000
10,000,000
120 119
10/01/16
360 360
59,923 0.02000
Actual/360
58
9,800,000
9,800,000
120 115
06/01/16
360 360
57,986 0.04500
Actual/360
64
9,000,000
9,000,000
120 120
11/01/16
360 360
54,673 0.02000
30/360
66
8,700,000
8,700,000
120 120
11/01/16
360 360
52,778 0.02000
Actual/360
67
8,500,000
8,500,000
120 113
04/01/16
360 360
50,362 0.02000
Actual/360
69
8,200,000
8,200,000
120 120
11/01/16
0
0
40,399 0.02000
Actual/360
70
8,000,000
8,000,000
120 120
11/01/16
360 360
47,228 0.08500
Actual/360
71
8,000,000
8,000,000
120 120
11/01/16
360 360
48,712 0.09000
Actual/360
73
7,428,000
7,428,000
120 119
10/01/16
360 360
44,391 0.09000
Actual/360
78
7,100,000
7,093,998
120 119
10/01/16
360 359
42,226 0.02000
Actual/360
79
6,700,000
6,700,000
120 120
11/01/16
0
0
33,009 0.02000
Actual/360
80
6,700,000
6,700,000
120 119
10/01/16
360 360
39,312 0.02000
Actual/360
81
6,700,000
6,691,622
180 179
10/01/21
300
299
43,595 0.08000
Actual/360
82
6,500,000
6,500,000 60 60 11/01/11
0
0
35,478 0.08000
Actual/360
86
6,352,000
6,352,000
120 120
11/01/16
360
360
38,036 0.11000
Actual/360
88
6,500,000
6,500,000 60 60 12/01/11
360 360
39,600 0.02000
Actual/360
92
5,700,000
5,700,000
120 115
06/01/16
360 360
36,216 0.02000
Actual/360
95
5,520,000
5,520,000
120 118
09/01/16
360 360
33,380 0.02000
Actual/360
99
5,100,000
5,095,739
120 119
10/01/16
360 359
30,479 0.02000
Actual/360
100 5,000,000
5,000,000
120 120
11/01/16
0
0
24,633 0.02000
Actual/360
101 5,000,000
5,000,000
120 119
10/01/16
360 360
29,846 0.02000
Actual/360
105 4,700,000
4,700,000
120 120
11/01/16
360 360
28,939 0.05000
Actual/360
106 4,650,000
4,650,000
120 118
09/01/16
360 360
28,760 0.02000
Actual/360
115 4,313,000
4,309,560
120 119
10/01/16
360 359
26,262 0.07000
Actual/360
116 4,300,000
4,300,000
120 120
11/01/16
0
0
21,185 0.02000
Actual/360
118 4,000,000
4,000,000
120 120
11/01/16
0
0
19,707 0.02000
Actual/360
121 4,000,000
3,938,768
120 105
08/01/15
360 345
23,140 0.02000
Actual/360
122 3,880,000
3,880,000
120 119
10/01/16
360 360
23,513 0.02000
Actual/360
124 3,775,000
3,775,000
120 115
06/01/16
360 360
23,317 0.02000
Actual/360
125 3,750,000
3,745,684
120 119
10/01/16
300 299
25,360 0.09000
Actual/360
127 3,520,000
3,513,662
120 118
09/01/16
360 358
21,265 0.02000
Actual/360
128 3,475,000
3,475,000
120 118
09/01/16
360 360
20,634 0.07000
Actual/360
129 3,475,000
3,460,094
120 115
06/01/16
360 355
21,351 0.02000
Actual/360
130 3,350,000
3,346,105
120 119
10/01/16
300 299
22,550 0.09000
Actual/360
133 3,100,000
3,100,000
120 120
11/01/16
360 360
19,452 0.02000
Actual/360
134 3,125,000
3,093,929
120 115
06/01/16
240 235
23,047 0.09000
Actual/360
135 3,000,000
3,000,000
120 119
10/01/16
360 360
18,368
0.11000 Actual/360
136 3,000,000
3,000,000
120 120
11/01/16
300 300
19,421 0.09000
Actual/360
137 3,000,000
3,000,000
120 119
10/01/16
360 360
18,335 0.11000
Actual/360
139 2,900,000
2,894,830
120 118
09/01/16
360 358
17,602 0.07000
Actual/360
140 2,860,000
2,855,222
120 118
09/01/16
360 358
17,889 0.02000
Actual/360
142 2,640,000
2,635,569
120 118
09/01/16
360 358
16,479 0.02000
Actual/360
143 2,600,000
2,600,000
120 119
10/01/16
360 360
15,588 0.11000
Actual/360
144 2,300,000
2,300,000
120 119
10/01/16
360 360
14,349 0.02000
Actual/360
145 2,020,000
2,020,000
120 112
03/01/16
360 360
11,981 0.02000
Actual/360
146 1,900,000
1,900,000
120 112
03/01/16
360 360
11,270 0.02000
Actual/360
148 1,300,000
1,300,000
120 112
03/01/16
360 360
7,711 0.02000 Actual/360
149 1,160,000
1,160,000
120 112
03/01/16
360 360
6,880 0.02000
Actual/360
150 1,000,000
1,000,000
120 120
11/01/16
0
0
4,927
0.02000 Actual/360
151 1,000,000
999,210
120 119
10/01/16
360 359
6,112 0.07000
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>
1
No
Fee
JPMCB
The GFW Trust, The GFW II Trust
No
013f
1
No
Fee
JPMCB
The GFW Trust, The GFW II Trust
No
2
No
Fee
JPMCB
Centro Watt America REIT 16A, Inc.
No
2.01 No
Fee
JPMCB
No
2.02 No
Fee
JPMCB
No
2.03 No
Fee
JPMCB
No
2.04 No
Fee
JPMCB
No
2.05 No
Fee
JPMCB
No
2.06 No
Fee
JPMCB
No
2.07 No
Fee
JPMCB
No
2.08 No
Fee
JPMCB
No
2.09 No
Fee
JPMCB
No
2.1 No
Fee
JPMCB
No
2.11 No
Fee
JPMCB
No
2.12 No
Fee
JPMCB
No
2.13 No
Fee
JPMCB
No
2.14 No
Fee
JPMCB
No
4
No
Fee
JPMCB
CNL Financial Group, Inc.
No
4.01 No
Fee
JPMCB
No
4.02 No
Fee
JPMCB
No
5
No
Fee
JPMCB
Centro Watt America REIT 10, Inc.
No
6
No
Fee
JPMCB
Behringer Harvard REIT I, Inc.
No
9
No
Fee
JPMCB
Gregory Christopher
7,650,000.0
12
No
Fee
JPMCB
W. Eric Brauss
No
13
No
Fee
JPMCB
DCD America, Inc.
No
17
No
Leasehold
JPMCB
Fritz H. Wolff
No
19
No
Fee
JPMCB
Kevin A. Shields, Michael & Olga
No
Krambs, Stanley & Betty Isbell, John
Hitzler, Peter & Ruth Levison, David
Moore & Beverly Monchun, Harriet
Skarie & Harriet Smith, Janice
Herrera, Mario Herrera, Thomas Ford,
John & Maria Faturos, Scott Francis,
Richard Sa
21
No
Fee
JPMCB
471 Culebra Investors, LP
No
22
No
Fee
JPMCB
Shady Grove Center, Robert Begelman,
No
Adam Schwartz
26
No
Fee
JPMCB
Finlay Partners, LLC
No
27
No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
29
No
Fee
JPMCB
Richard Ferris, Daniel E. Schweid, Jim
No
S. Channell, Nancy S.
Friedman, George
R. M. Ramsay, Jr., Joan Dvorak-Davey
31
No
Fee
JPMCB
Ellis Partners LLC
No
32
No
Fee
JPMCB
Behringer Harvard REIT I, Inc.
No
34
No
Fee
JPMCB
VF II - Sunnyside, LLC
No
39
No
Fee
JPMCB
Jonathan Berns, Edward Schwartz
No
42
No
Fee and Leasehold
JPMCB
David Israel
250,000.0
43
No
Fee
JPMCB
William J. Fettis, Dennis L. Cherette
No
45
No
Fee
JPMCB
Flagship Investment I LLC, Thomas J.
No
Cannon III
51
No
Fee
JPMCB
Tim L. Cantrell, Richard M. Burch
No
52
No
Fee
JPMCB
Brian Forster, Andrew J. Sobel
No
56
No
Fee
JPMCB
Tim L. Cantrell, Richard M. Burch
No
57
No
Fee
JPMCB
John F. Walsh, D. Timothy Byrne
No
58
No
Fee
JPMCB
Lawrence Goodman
No
64
No
Fee
JPMCB
Andrew J. Sobel, Douglas Huberman
No
66
No
Fee
JPMCB
Jean M. Kochevar
No
67
No
Fee
JPMCB
Michael Schlesinger
No
69
No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
70
No
Fee
JPMCB
Jeffery E. Sobel
No
71
No
Fee
JPMCB
Spencer Graves, Jon Moffett, John R.
No
Rucker, II, John C. Hayes, Jr.
73
No
Fee
JPMCB
James G. Petrucci, Gregory T.
No
Rogerson, David Haut
78
No
Fee
JPMCB
Mike Schuminsky
No
79
No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
80
No
Fee
JPMCB
Charles F. Weber
No
81
No
Fee
JPMCB
Monocacy Business Center, LLC
No
82
No
Fee
JPMCB
N. Bernard Aldridge
No
86
No
Fee
JPMCB
David R. Gencarella
No
88
No
Fee
JPMCB
John Viet Quoc Vo
No
92
No
Fee
JPMCB
Mary LoBianco Fetch, Dennis I. Fetch
No
95
No
Fee
JPMCB
Samuel Friedler
100,000.0
99
No
Fee
JPMCB
Robert Eissenberg, Baruch Harrar
No
100 No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
101 No
Fee
JPMCB
Michael B. Gimbert, The Shoppes at
No
Dunkirk LLC, Country Plaza LLC
105 No
Fee
JPMCB
Matthew Jonna, Edward Jonna and Maury 200,000.0
Feuerman
106 No
Fee
JPMCB
Roland Fleck, Ernest Schabauer
No
115 No
Fee
JPMCB
Frank S. DeFilippo, Nicholas Corcokios
No
116 No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
118 No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
121 No
Fee
JPMCB
Robert D. Lehman, Mildred Lehman
No
122 No
Fee
JPMCB
Debbie Tessler
No
124 No
Fee
JPMCB
Gregory F. Perlman, GH Capital, LLC
No
125 No
Fee
JPMCB
Dhumesh Patel, Sandip R. Patel and
No
Madhu M. Patel
127 No
Fee
JPMCB
William F. Kingsmill, III
No
128 No
Fee
JPMCB
Richard Aguilar
No
129 No
Fee
JPMCB
David A. Buich, Karen Louise Buich,
No
Gerald Gregory Hall, Sandra Lois Hall
130 No
Fee
JPMCB
Dhumesh Patel, Madhu M. Patel
No
133 No
Fee
JPMCB
David M. Currey, David and Sue Currey
No
Irrevocable Children's Trust Under
Trust Agreement Dated December 1, 1997
134 No
Fee
JPMCB
Rajesh Aggarwal, Reita N. Aggarwal
No
135 No
Fee
JPMCB
Herbert R. Coleman, III
No
136 No
Fee
JPMCB
Ghanshyam Patel, M.D.
No
137 No
Fee
JPMCB
Debra J. Pyzyk
No
139 No
Fee
JPMCB
Paul Bergman, Issac Michael Bergman
No
140 No
Fee
JPMCB
Dharampal S. Dhillon, Balbir K. Dhillon
No
142 No
Fee
JPMCB
Abraham Retek
No
143 No
Fee
JPMCB
Michael P. Ziegler
No
144 No
Fee
JPMCB
James E. McKellar
130,000.0
145 No
Fee
JPMCB
Gregory F. Perlman, GH Capital, LLC
No
146 No
Fee
JPMCB
Gregory F. Perlman, GH Capital, LLC
No
148 No
Fee
JPMCB
Gregory F. Perlman, GH Capital LLC
No
149 No
Fee
JPMCB
Gregory F. Perlman, GH Capital LLC
No
150 No
Fee
JPMCB
Michael Edelstein, Florence Edelstein
No
151 No
Fee
JPMCB
Nicholas Corcokios
No
<CAPTION>
UPFRONT ESCROW
-------------------------------------------------------------------------------------------------------------
Upfront CapEx
Upfront Eng.
Upfront Envir.
Upfront TI/LC
Upfront RE Tax
Upfront Ins.
Upfront Other
Loan # Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
Reserve
------
-------------
------------
--------------
-------------
--------------
------------
-------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
1
0.00
0.00
0.00
5,379,550.00 834,729.83
0.00
14,200,000.00
2
0.00
0.00
0.00
0.00
0.00
0.00
0.00
2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.1
2.11
2.12
2.13
2.14
4
0.00
0.00
0.00
5,227,156.00 377,659.00
0.00
447,976.00
4.01
4.02
5
0.00
0.00
0.00
0.00
0.00
0.00
0.00
6
0.00
0.00
0.00
497,912.00
0.00
0.00
0.00
9
0.00
0.00
0.00
0.00
0.00
0.00
0.00
12
0.00
504,062.00
0.00
0.00 672,812.00
92,757.29
0.00
13
0.00
6,250.00
0.00
2,005,459.00 354,202.48
56,659.16
0.00
17
0.00
0.00
0.00
1,000,000.00
14,638.73
3,028.08
884,850.00
19
0.00
0.00
0.00
2,500,000.00
71,182.41
3,929.33
0.00
21
0.00
0.00
0.00
0.00 457,178.37
22,110.88
0.00
22
0.00
0.00
0.00
50,000.00
70,724.17 12,424.17
0.00
26
500,000.00
15,000.00
0.00
0.00 310,048.06
52,571.33
119,000.00
27
0.00
0.00
0.00
0.00
0.00
0.00
0.00
29
0.00 38,500.00
0.00
0.00 152,112.55
2,267.92 132,100.00
31
0.00
0.00
0.00
0.00
0.00
0.00
0.00
32
0.00
405,000.00
0.00
152,802.15
0.00
0.00
0.00
34
0.00
0.00
0.00
0.00
67,868.77
6,221.50
0.00
39
0.00
7,625.00
0.00
500,000.00
91,811.19
0.00
0.00
42
0.00 62,500.00
0.00
0.00
24,044.58 14,500.00
0.00
43
0.00
0.00
0.00
0.00
49,356.23
7,916.67
0.00
45
0.00
0.00
0.00
0.00
1,976.13
8,555.00
0.00
51
0.00
0.00
0.00
0.00 215,491.76
51,580.83
0.00
52
12,495.00
0.00
0.00
150,000.00
74,654.31 17,564.00
0.00
56
0.00
0.00
0.00
0.00 169,868.64
42,346.33
0.00
57
0.00
0.00
0.00
0.00
14,888.41
21,061.25
0.00
58
0.00
0.00
140,000.00
0.00 137,353.69
2,055.08
0.00
64
0.00
0.00
0.00
0.00
41,171.70
2,205.83
0.00
66
0.00 35,125.00
0.00
0.00
0.00 10,575.00
0.00
67
0.00
1,875.00
0.00
0.00
78,903.75
8,110.25
593,890.60
69
0.00
0.00
0.00
0.00
0.00
0.00
0.00
70
0.00
0.00
0.00
149,520.00
24,766.04
0.00
0.00
71
0.00
0.00
0.00
0.00
11,372.17 11,145.00
0.00
73
0.00
0.00
0.00
249,000.00
29,139.25 30,889.17
0.00
78
0.00
0.00
0.00
0.00 163,125.75
5,049.33
0.00
79
0.00
0.00
0.00
0.00
0.00
0.00
0.00
80
0.00
0.00
0.00
0.00
6,508.17 11,666.67
0.00
81
0.00
0.00
0.00
0.00
0.00
0.00
0.00
82
0.00
0.00
6,000.00
200,000.00
0.00
0.00
0.00
86
0.00
0.00
0.00
0.00
0.00
8,306.08
500.00
88
0.00
0.00
10,000.00
0.00
24,645.08 10,055.33
1,050,000.00
92
220,000.00
0.00
0.00
0.00
63,141.33
9,128.52
0.00
95
157.00 52,225.00
0.00
0.00
27,492.84
2,056.00
0.00
99
0.00
0.00
0.00
0.00
13,022.36
2,044.58
0.00
100
0.00
0.00
0.00
0.00
0.00
0.00
0.00
101
0.00
0.00
0.00
0.00
8,113.53
8,907.00
0.00
105
0.00
0.00
0.00
0.00
10,244.16
0.00
0.00
106
0.00
0.00
0.00
3,957.00
3,125.00
359.33
17,168.40
115
0.00
0.00
0.00
50,000.00
0.00
6,453.00
238,000.00
116
0.00
0.00
0.00
0.00
0.00
0.00
0.00
118
0.00 12,000.00
0.00
0.00
0.00
0.00
0.00
121
0.00
0.00
0.00
0.00
9,615.16 17,922.45
0.00
122
0.00
3,750.00
0.00
0.00 104,910.00
2,613.00
0.00
124
0.00
5,250.00
0.00
0.00
27,665.21 36,682.33
0.00
125
0.00 50,000.00
0.00
0.00
6,450.57 21,055.87
0.00
127
0.00
0.00
0.00
48,967.92
21,270.56 7,458.33
0.00
128
0.00 41,244.00
0.00
0.00
65,760.83 15,470.40
0.00
129
0.00
0.00
0.00
0.00
8,039.28
1,350.16
0.00
130
0.00
9,286.00
0.00
0.00
4,700.21
6,267.49
0.00
133
0.00
0.00
0.00
0.00
0.00
3,272.50
177,985.02
134
0.00
0.00
0.00
0.00
37,897.96 20,504.25
0.00
135
0.00
0.00
0.00
0.00
4,760.67
3,600.00
0.00
136
0.00
0.00
0.00
0.00
2,244.22 15,197.23
0.00
137
0.00
0.00
0.00
0.00
34,073.42 16,619.75
0.00
139
0.00
0.00
403,500.00
0.00
13,635.50
9,404.00
0.00
140
0.00
0.00
0.00
16,000.00
36,666.00
1,346.50
25,625.00
142
0.00
0.00
0.00
50,000.00
2,235.78
2,892.75
0.00
143
0.00
0.00
0.00
0.00
0.00
5,733.00
0.00
144
0.00
0.00
0.00
0.00
3,928.98
5,679.44
61,296.00
145
0.00 26,250.00
0.00
0.00
8,704.44 12,585.83
1,750.00
146
0.00 31,875.00
0.00
0.00
4,671.38
8,006.17
1,750.00
148
0.00
1,375.00
0.00
0.00
4,913.51
6,882.33
1,750.00
149
0.00 14,000.00
0.00
0.00
5,692.22
6,874.08
1,750.00
150
0.00
0.00
0.00
0.00
0.00
0.00
0.00
151
0.00
0.00
0.00
0.00
0.00
2,729.75
0.00
<CAPTION>
MONTHLY ESCROW
------------------------------------------------------------------------------------
Monthly
Monthly Monthly
Monthly
Monthly
Capex Envir.
TI/LC
Monthly RE
Ins.
Other Grace
Lockbox
Defeasance
Loan # Reserve
Reserve
Reserve
Tax
Reserve Reserve
Reserve
Period
In-place
Property Type
Permitted
------ --------
-------
--------
----------- -------- ------- ------ -------- -------------- ----------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C> <C>
<C>
<C>
1
9900.00 0.00
0.00 417364.92
0.00
0.00
10
Yes
Office
Yes
2
0.00
0.00 0.00
0.00 0.00
0.00
7
Yes
Retail
Yes
2.01
7
Retail
2.02
7
Retail
2.03
7
Retail
2.04
7
Retail
2.05
7
Retail
2.06
7
Retail
2.07
7
Retail
2.08
7
Retail
2.09
7
Retail
2.1
7
Retail
2.11
7
Retail
2.12
7
Retail
2.13
7
Retail
2.14
7
Retail
4
62
