EXHIBIT 10.1
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
JPMORGAN CHASE BANK, N.A.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of December 1, 2006
Fixed Rate Mortgage Loans
Series 2006-LDP9
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as of December 1, 2006, is between J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as purchaser (the "Purchaser"), and JPMorgan
Chase Bank, N.A.,
as seller (the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement dated
as of December 1, 2006 (the "Pooling and Servicing Agreement")
among the
Purchaser, as depositor (the "Depositor"), Midland Loan Services,
Inc., Capmark
Finance Inc. and Wachovia Bank, National Association, as master
servicers (each,
a "Master Servicer"), LNR Partners, Inc., as special servicer (the
"Special
Servicer"), LaSalle Bank National Association, as trustee (the
"Trustee") and
Wells Fargo Bank, N.A., as paying agent (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
(subject to certain agreements regarding servicing as provided in
the Pooling
and Servicing Agreement, subservicing agreements permitted
thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the
Closing Date
between the applicable Master Servicer and the Seller) all of its
right, title,
and interest in and to the Mortgage Loans including all interest
and principal
received on or with respect to the Mortgage Loans after the Cut-off
Date (other
than payments of principal and interest first due on the Mortgage
Loans on or
before the Cut-off Date). Upon the sale of the Mortgage Loans, the
ownership of
each related Mortgage Note, the Mortgage and the other contents of
the related
Mortgage File will be vested in the Purchaser and immediately
thereafter the
Trustee and the ownership of records and documents with respect to
the related
Mortgage Loan prepared by or which come into the possession of the
Seller (other
than the records and documents described in the proviso to Section
3(a) hereof)
shall immediately vest in the Purchaser and immediately thereafter
the Trustee.
The Seller's records will accurately reflect the sale of each
Mortgage Loan to
the Purchaser. On the Closing Date, the Seller shall also deliver
to the
Depositor an amount equal to $83,560.00, which amount represents
the aggregate
amount of interest that would have accrued at the related Mortgage
Rates on the
applicable Mortgage Loans commencing December 1, 2006 for those
Mortgage Loans
that do not have a Due Date in January 2007. The Depositor will
sell the Class
A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3,
Class A-3SFL,
Class A-1A, Class X, Class A-M, Class A-MS, Class A-J, Class A-JS,
Class B,
Class B-S, Class C, Class C-S, Class D and Class D-S Certificates
(the "Offered
Certificates") to the underwriters (the "Underwriters") specified
in the
underwriting agreement dated December 15, 2006 (the "Underwriting
Agreement")
between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for
itself and
as representative of the several underwriters identified therein,
and the
Depositor will sell the Class E, Class E-S, Class F, Class F-S,
Class G, Class
G-S, Class H, Class H-S, Class J, Class K, Class L, Class M, Class
N, Class P
and Class NR Certificates (the "Private Certificates") to JPMSI,
the initial
purchaser (together with the Underwriters, the "Dealers") specified
in the
certificate purchase agreement dated December 15, 2006 (the
"Certificate
Purchase Agreement"), between the Depositor and JPMSI for itself
and as
representative of the initial purchasers identified therein.
The sale and conveyance of the Mortgage Loans is being
conducted
on an arms length basis and upon commercially reasonable terms. As
the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction in immediately available funds the sum of
$1,894,268,650
(which amount is inclusive of accrued interest and exclusive of the
Seller's pro
rata share of the costs set forth in Section 9 hereof). The
purchase and sale of
the Mortgage Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by the
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the applicable Master
Servicer. All
scheduled payments of principal and interest due on or before the
Cut-off Date
but collected after the Cut-off Date, and recoveries of principal
and interest
collected on or before the Cut-off Date (only in respect of
principal and
interest on the Mortgage Loans due on or before the Cut-off Date
and principal
prepayments thereon), shall belong to, and shall be promptly
remitted to, the
Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat
the transfer
of each Mortgage Loan to the Purchaser as a sale for tax
purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional
Costs
and Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed
thereby, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections
2.01(b) and
2.01(c) of the Pooling and Servicing Agreement, and meeting all the
requirements
of such Sections 2.01(b) and 2.01(c), and such other documents,
instruments and
agreements as the Purchaser or the Trustee shall reasonably
request. In
addition, the Seller agrees to deliver or cause to be delivered to
the
applicable Master Servicer, the Servicing File for each Mortgage
Loan
transferred pursuant to this Agreement; provided that the Seller
shall not be
required to deliver any draft documents, or any attorney client
communications
which are privileged communications or constitute legal or other
due diligence
analyses, or internal communications of the Seller or its
affiliates, or credit
underwriting or other analyses or data.
(b) With respect to the transfer described in Section 1 hereof,
if the Mortgage Loan documents do not require the related Mortgagor
to pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the Seller shall pay the Transfer
Modification Costs
required to transfer the letter of credit to the Trustee as
described in such
Section 1; provided that if the Mortgage Loan documents require the
related
Mortgagor to pay any Transfer Modification Costs, such Transfer
Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor
fails to pay
such Transfer Modification Costs after the applicable Master
Servicer has
exercised all remedies available under the applicable Mortgage Loan
documents to
collect such Transfer Modification Costs from such Mortgagor, in
which case the
applicable Master Servicer shall give the Seller notice of such
failure and the
amount of such Transfer Modification costs and the Seller shall pay
such
Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to the Mortgage Loans pursuant to this Agreement
shall
constitute a purchase and sale and not a loan. If such conveyance
is deemed to
be a pledge and not a sale, then the parties also intend and agree
that the
Seller shall be deemed to have granted, and in such event does
hereby grant, to
the Purchaser, a first priority security interest in all of its
right, title and
interest in, to and under the Mortgage Loans, all payments of
principal or
interest on such Mortgage Loans due after the Cut-off Date, all
other payments
made in respect of such Mortgage Loans after the Cut-off Date
(except to the
extent such payments were due on or before the Cut-off Date) and
all proceeds
thereof and that this Agreement shall constitute a security
agreement under
applicable law. If such conveyance is deemed to be a pledge and not
a sale, the
Seller consents to the Purchaser hypothecating and transferring
such security
interest in favor of the Trustee and transferring the obligation
secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with
the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the
intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage
from the
Seller to the Trustee in connection with the Pooling and Servicing
Agreement.
All recording fees relating to the initial recordation of such
intermediate
assignments and Assignments of Mortgage shall be paid by the
Seller;
(b) it shall take any action reasonably required by the
Purchaser, the Trustee or the applicable Master Servicer, in order
to assist and
facilitate in the transfer of the servicing of the Mortgage Loans
to the
applicable Master Servicer, including effectuating the transfer of
any letters
of credit with respect to any Mortgage Loan to the Trustee (in care
of the
applicable Master Servicer) for the benefit of Certificateholders.
Prior to the
date that a letter of credit, if any, with respect to any Mortgage
Loan is
transferred to the Trustee (in care of the applicable Master
Servicer), the
Seller will cooperate with the reasonable requests of the
applicable Master
Servicer or Special Servicer, as applicable, in connection with
effectuating a
draw under such letter of credit as required under the terms of the
related
Mortgage Loan documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a Dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith,
with respect to
any information relating to the Mortgage Loans or the Seller, in
order to make
the statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to
any
information relating to the Mortgage Loans or the Seller, to comply
with
applicable law, the Seller shall do all things necessary to assist
the Depositor
to prepare and furnish, at the expense of the Seller (to the extent
that such
amendment or supplement relates to the Seller, the Mortgage Loans
listed on
Exhibit A and/or any information relating to the same, as provided
by the
Seller), to the Underwriters such amendments or supplements to the
Prospectus
Supplement as may be necessary, so that the statements in the
Prospectus
Supplement as so amended or supplemented, including Annexes A-1,
A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will not, in the
light of the
circumstances when the Prospectus is so amended or supplemented, be
misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2,
A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will comply with
applicable law.
All terms used in this clause (c) and not otherwise defined herein
shall have
the meaning set forth in the Indemnification Agreement, dated as of
December 15,
2006 between the Purchaser and the Seller (the "Indemnification
Agreement"); and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any Companion Loan related to a Serviced Whole Loan
or any
Serviced Securitized Companion Loan that is deposited into an
Other
Securitization or a Regulation AB Companion Loan Securitization,
the depositor
in such Other Securitization or Regulation AB Companion Loan
Securitization) and
the Trustee with any Additional Form 10-D Disclosure and any
Additional Form
10-K Disclosure set forth next to the Purchaser's name on Schedule
X and
Schedule Y of the Pooling and Servicing Agreement within the time
periods set
forth in the Pooling and Servicing Agreement.
SECTION 6. Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i) it is a national banking association, duly organized,
validly
existing, and in good standing under the laws of the United
States;
(ii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv)
it is legally authorized to transact business in the State
of New York. The Seller is in compliance with the laws of each
state in
which any Mortgaged Property is located to the extent necessary so
that
a subsequent holder of the related Mortgage Loan (including,
without
limitation, the Purchaser) that is in compliance with the laws of
such
state would not be prohibited from enforcing such Mortgage Loan
solely
by reason of any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement
by
the Seller have been duly authorized by all requisite action by
the
Seller's board of directors and will not violate or breach any
provision
of its organizational documents;
(vi) this Agreement has been duly executed and delivered by the
Seller and constitutes a legal, valid and binding obligation of
the
Seller, enforceable against it in accordance with its terms (except
as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting the enforcement of creditors' rights generally and by
general
equitable principles regardless of whether enforcement is
considered in
a proceeding in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which the Seller is a party or of which any property of the Seller
is
the subject which, if determined adversely to the Seller, would
reasonably be expected to adversely affect (A) the transfer of
the
Mortgage Loans and the Mortgage Loan documents as contemplated
herein,
(B) the execution and delivery by the Seller or enforceability
against
the Seller of the Mortgage Loans or this Agreement, or (C) the
performance of the Seller's obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's certificate or other document prepared and furnished or
to be
furnished by the Seller in connection with the transactions
contemplated
hereby (including, without limitation, any financial cash flow
models
and underwriting file abstracts furnished by the Seller) contains
any
untrue statement of a material fact or omits to state a material
fact
necessary in order to make the statements contained therein, in
the
light of the circumstances under which they were made, not
misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would be, in violation of or in default under any
indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument
to which it is a party or by which it or any of its properties is
bound,
except for violations and defaults which individually and in
the
aggregate would not have a material adverse effect on the
transactions
contemplated herein; the sale of the Mortgage Loans and the
performance
by the Seller of all of its obligations under this Agreement and
the
consummation by the Seller of the transactions herein contemplated
do
not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any material
indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument
to which the Seller is a party or by which the Seller is bound or
to
which any of the property or assets of the Seller is subject, nor
will
any such action result in any violation of the provisions of
any
applicable law or statute or any order, rule or regulation of any
court
or governmental agency or body having jurisdiction over the Seller,
or
any of its properties, except for conflicts, breaches, defaults
and
violations which individually and in the aggregate would not have
a
material adverse effect on the transactions contemplated herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body
is required for the consummation by the Seller of the
transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has
been obtained or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser or the Dealers or their respective affiliates or any
servicer
of a Mortgage Loan) that may be entitled to any commission or
compensation in connection with the sale or purchase of the
Mortgage
Loans or entering into this Agreement or (B) paid in full any
such
commission or compensation (except with respect to any servicer of
a
Mortgage Loan, any commission or compensation that may be due
and
payable to such servicer if such servicer is terminated and does
not
continue to act as a servicer); and
(xi) it is solvent and the sale of the Mortgage Loans hereunder
will not cause it to become insolvent; and the sale of the
Mortgage
Loans is not undertaken with the intent to hinder, delay or defraud
any
of the Seller's creditors.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in
good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing in all jurisdictions in which ownership or lease of
its
property or the conduct of its business requires such
qualification,
except where the failure to be so qualified would not have a
material
adverse effect on the Purchaser, and the Purchaser is conducting
its
business so as to comply in all material respects with the
applicable
statutes, ordinances, rules and regulations of each jurisdiction
in
which it is conducting business;
(iii) it has the power and authority to own its property and to
carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the Purchaser
of
this Agreement, nor the consummation by the Purchaser of the
transactions herein contemplated, nor the compliance by the
Purchaser
with the provisions hereof, will (A) conflict with or result in a
breach
of, or constitute a default under, any of the provisions of the
certificate of incorporation or by-laws of the Purchaser or any of
the
provisions of any law, governmental rule, regulation, judgment,
decree
or order binding on the Purchaser or any of its properties, or
any
indenture, mortgage, contract or other instrument or agreement to
which
the Purchaser is a party or by which it is bound, or (B) result in
the
creation or imposition of any lien, charge or encumbrance upon any
of
the Purchaser's property pursuant to the terms of any such
indenture,
mortgage, contract or other instrument or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation of the Purchaser enforceable against it in accordance
with
its terms (except as enforcement thereof may be limited by (a)
bankruptcy, receivership, conservatorship, reorganization,
insolvency,
moratorium or other laws affecting the enforcement of creditors'
rights
generally and (b) general equitable principles (regardless of
whether
enforcement is considered in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which the Purchaser is a party or of which any property of the
Purchaser
is the subject which, if determined adversely to the Purchaser,
might
interfere with or adversely affect the consummation of the
transactions
contemplated herein and in the Pooling and Servicing Agreement; to
the
best of the Purchaser's knowledge, no such proceedings are
threatened or
contemplated by any governmental authorities or threatened by
others;
(vii) it is not in default with respect to any order or decree
of
any court or any order, regulation or demand of any federal,
state
municipal or governmental agency, which default might have
consequences
that would materially and adversely affect the condition (financial
or
other) or operations of the Purchaser or its properties or might
have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker,
agent
or other person, other than the Seller, the Dealers and their
respective
affiliates, that may be entitled to any commission or compensation
in
connection with the purchase and sale of the Mortgage Loans or
the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of or with any court or governmental agency or body, if any,
required
for the execution, delivery and performance of this Agreement by
the
Purchaser have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United States Secrecy Act, the United States Money Laundering
Control
Act of 1986 or the United States International Money Laundering
Abatement and Anti-Terrorism Financing Act of 2001.
(c) The Seller further makes the representations and warranties
as to the Mortgage Loans set forth in Exhibit B as of the Closing
Date (or as of
such other date if specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, any Master
Servicer, the
Special Servicer, a Certificate Owner or any other Person shall
relieve the
Seller of any liability or obligation with respect to any
representation or
warranty or otherwise under this Agreement or constitute notice to
any Person of
a Breach or Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the
Pooling
and Servicing Agreement, the Seller and the Purchaser shall be
given notice of
any Breach or Defect that materially and adversely affects the
value of any
Mortgage Loan, the value of the related Mortgaged Property or the
interests of
the Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller
shall,
not later than 90 days from the earlier of the Seller's receipt of
the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan
not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulation Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the applicable Master Servicer for deposit into the
Certificate
Account, any Substitution Shortfall Amount (as defined below) in
connection
therewith; provided, however, that except with respect to a Defect
resulting
solely from the failure by the Seller to deliver to the Trustee or
Custodian the
actual policy of lender's title insurance required pursuant to
clause (ix) of
the definition of Mortgage File by a date not later than 18 months
following the
Closing Date, if such Breach or Defect is capable of being cured
but is not
cured within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Rating Agencies, the applicable Master Servicer, the Special
Servicer, the
Trustee and the Directing Certificateholder setting forth the
reason such Breach
or Defect is not capable of being cured within the Initial
Resolution Period and
what actions the Seller is pursuing in connection with the cure
thereof and
stating that the Seller anticipates that such Breach or Defect will
be cured
within the Extended Resolution Period. Notwithstanding the
foregoing, any Defect
or Breach which causes any Mortgage Loan not to be a "qualified
mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without
regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a
defective
mortgage loan to be treated as a qualified mortgage) shall be
deemed to
materially and adversely affect the interests of the holders of the
Certificates
therein, and such Mortgage Loan shall be repurchased or a Qualified
Substitute
Mortgage Loan substituted in lieu thereof without regard to the
extended cure
period described in the preceding sentence. If the affected
Mortgage Loan is to
be repurchased, the Seller shall remit the Repurchase Price
(defined below) in
immediately available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan
document
requires the related Mortgagor to bear the costs and expenses
associated with
any particular action or matter under such Mortgage Loan
document(s), then
Seller shall cure such Breach within the applicable cure period (as
the same may
be extended) by reimbursing the Trust Fund (by wire transfer of
immediately
available funds) the reasonable amount of any such costs and
expenses incurred
by the applicable Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund that are the basis of such Breach and have not been
reimbursed by the
related Mortgagor; provided, however, that in the event any such
costs and
expenses exceed $10,000, the Seller shall have the option to either
repurchase
or substitute for the related Mortgage Loan as provided above or
pay such costs
and expenses. Except as provided in the proviso to the immediately
preceding
sentence, the Seller shall remit the amount of such costs and
expenses and upon
its making such remittance, the Seller shall be deemed to have
cured such Breach
in all respects. To the extent any fees or expenses that are the
subject of a
cure by the Seller are subsequently obtained from the related
Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained
from the
Mortgagor shall be returned to the Seller pursuant to Section
2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the
sole remedy
with respect to any breach of the representation set forth in the
second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the
Seller of
such costs and expenses without respect to the materiality of such
breach.
Any of the following will cause a document in the Mortgage File
to be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro-forma or specimen
title insurance
policy or a commitment to issue the same pursuant to written escrow
instructions
signed by the title insurance company) called for by clause (ix) of
the
definition of "Mortgage File" in the Pooling and Servicing
Agreement; (d) the
absence from the Mortgage File of any required letter of credit;
(e) with
respect to any leasehold mortgage loan, the absence from the
related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; or
(f) the absence from the Mortgage File of any intervening
assignments required
to create a complete chain of assignments to the Trustee on behalf
of the Trust,
unless there is included in the Mortgage File a certified copy of
the
intervening assignment and a certificate stating that the original
intervening
assignments were sent for recordation; provided, however, that no
Defect (except
the Defects previously described in clauses (a) through (f)) shall
be considered
to materially and adversely affect the value of any Mortgage Loan,
the value of
the related Mortgaged Property or the interests of the Trustee or
any
Certificateholder therein unless the document with respect to which
the Defect
exists is required in connection with an imminent enforcement of
the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any
claim asserted
by any borrower or third party with respect to the Mortgage Loan,
establishing
the validity or priority of any lien on any collateral securing the
Mortgage
Loan or for any immediate significant servicing obligation.
Notwithstanding the
foregoing, the delivery of executed escrow instructions or a
commitment to issue
a lender's title insurance policy, as provided in clause (ix) of
the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu
of the
delivery of the actual policy of lender's title insurance, shall
not be
considered a Defect or Breach with respect to any Mortgage File if
such actual
policy is delivered to the Trustee or its Custodian within 18
months after the
Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the
applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if
any, satisfy all
other criteria for repurchase or substitution, as applicable, of
Mortgage Loans
set forth herein. In the event that the remaining Crossed Loans
satisfy the
aforementioned criteria, the Seller may elect either to repurchase
or substitute
for only the affected Crossed Loan as to which the related Breach
or Defect
exists or to repurchase or substitute for all of the Crossed Loans
in the
related Crossed Group. The Seller shall be responsible for the cost
of any
Appraisal required to be obtained by the applicable Master Servicer
to determine
if the Crossed Loan Repurchase Criteria have been satisfied, so
long as the
scope and cost of such Appraisal have been approved by the Seller
(such approval
not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
the Seller nor the Trustee shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially
impair
the ability of the other party to exercise its remedies with
respect to the
Primary Collateral securing the Crossed Loans held by such party,
then the
Seller and the Trustee shall forbear from exercising such remedies
until the
Mortgage Loan documents evidencing and securing the relevant
Crossed Loans can
be modified in a manner that removes the threat of material
impairment as a
result of the exercise of remedies or some other accommodation can
be reached.
Any reserve or other cash collateral or letters of credit securing
the Crossed
Loans shall be allocated between such Crossed Loans in accordance
with the
Mortgage Loan documents, or otherwise on a pro rata basis based
upon their
outstanding Stated Principal Balances. Notwithstanding the
foregoing, if a
Crossed Loan that remains in the Trust Fund is modified to
terminate the related
cross collateralization and/or cross default provisions, as a
condition to such
modification, the Seller shall furnish to the Trustee an Opinion of
Counsel that
any modification shall not cause an Adverse REMIC Event. Any
expenses incurred
by the Purchaser in connection with such modification or
accommodation
(including but not limited to recoverable attorney fees) shall be
paid by the
Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan to be repurchased pursuant to this Agreement and Section 2.03
of the
Pooling and Servicing Agreement, shall have the meaning given to
the term
"Purchase Price" in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage Loan or REO Loan to be substituted pursuant to this
Agreement and
Section 2.03 of the Pooling and Servicing Agreement, shall have the
meaning
given to such term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning
given to such
term in the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute
and deliver,
or cause the execution and delivery of, such endorsements and
assignments,
without recourse, as shall be necessary to vest in the Seller the
legal and
beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to
the Seller of all portions of the Mortgage File and other documents
(including
the Servicing File) pertaining to such Mortgage Loan possessed by
the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release,
or cause to
be released, to the Seller any escrow payments and reserve funds
held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased
or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto
shall survive the execution and delivery and any termination of
this Agreement
and shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or
Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party
of any Breach of a representation or warranty contained in this
Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or
substitute for
the affected Mortgage Loan pursuant to Section 6(e) herein shall
constitute the
sole remedy available to the Purchaser in connection with a Breach
or Defect
(subject to the last sentence of the second paragraph of Section
6(e)). It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes only; provided, however, that no
limitation of
remedy is implied with respect to the Seller's breach of its
obligation to cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the
Purchaser to purchase the Mortgage Loans shall be subject to the
satisfaction,
on or prior to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be
performed by it at or prior to the Closing Date pursuant to the
terms of this
Agreement shall have been duly performed and complied with and all
of the
representations and warranties of the Seller under this Agreement
shall be true
and correct in all material respects as of the Closing Date, and no
event shall
have occurred as of the Closing Date which, with notice or passage
of time,
would constitute a default under this Agreement, and the Purchaser
shall have
received a certificate to the foregoing effect signed by an
authorized officer
of the Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and by-laws,
certified as of a recent date by the Secretary or Assistant
Secretary of
the Seller;
(ii) an original or copy of a certificate of corporate
existence
of the Seller issued by the Comptroller of the Currency dated
not
earlier than sixty days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to the Purchaser and its counsel, substantially to
the
effect that:
(A) the Seller is a national banking association, duly
organized, validly existing, and in good standing under the
laws
of the United States;
(B) the Seller has the power to conduct its business as
now conducted and to incur and perform its obligations under
this
Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken
by the Seller to authorize the execution, delivery and
performance of this Agreement and the Indemnification Agreement
by the Seller and this Agreement is a legal, valid and binding
agreement of the Seller enforceable against the Seller, whether
such enforcement is sought in a procedure at law or in equity,
except to the extent such enforcement may be limited by
bankruptcy or other similar creditors' laws or principles of
equity and public policy considerations underlying the
securities
laws, to the extent that such public policy considerations
limit
the enforceability of the provisions of the Agreement which
purport to provide indemnification with respect to securities
law
violations;
(D) the Seller's execution and delivery of, and the
Seller's performance of its obligations under, each of this
Agreement and the Indemnification Agreement do not and will not
conflict with the Seller's articles of association or by-laws
or
conflict with or result in the breach of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material
agreement or instrument to which the Seller is a party or by
which the Seller is bound, or to which any of the property or
assets of the Seller is subject or violate any provisions of
law
or conflict with or result in the breach of any order of any
court or any governmental body binding on the Seller;
(E) there is no litigation, arbitration or mediation
pending before any court, arbitrator, mediator or
administrative
body, or to such counsel's actual knowledge, threatened,
against
the Seller which (i) questions, directly or indirectly, the
validity or enforceability of this Agreement or the
Indemnification Agreement or (ii) would, if decided adversely
to
the Seller, either individually or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of
the Seller to perform its obligations under this Agreement or
the
Indemnification Agreement; and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by
the Seller of the transactions contemplated by this Agreement
and
the Indemnification Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or
qualifications
as have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing has come to such counsel's attention that would lead
such
counsel to believe that the Prospectus Supplement as of the date
thereof
or as of the Closing Date contains, with respect to the Seller or
the
Mortgage Loans, any untrue statement of a material fact or omits
to
state a material fact necessary in order to make the statements
therein
relating to the Seller or the Mortgage Loans, in the light of
the
circumstances under which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently
issued
and sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, Charlotte, North Carolina, at 10:00 a.m., on the Closing Date
or such other
place and time as the parties shall agree. The parties hereto agree
that time is
of the essence with respect to this Agreement.
SECTION 9. Expenses. The Seller will pay its pro rata share
(the
Seller's pro rata share to be determined according to the
percentage that the
aggregate principal balance as of the Cut-off Date of all the
Mortgage Loans
represents in proportion to the aggregate principal balance as of
the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of
all costs
and expenses of the Purchaser in connection with the transactions
contemplated
herein, including (without duplication thereof), but not limited
to: (i) the
costs and expenses of the Purchaser in connection with the purchase
of the
Mortgage Loans and other mortgage loans; (ii) the costs and
expenses of
reproducing and delivering the Pooling and Servicing Agreement and
printing (or
otherwise reproducing) and delivering the Certificates; (iii) the
reasonable and
documented fees, costs and expenses of the Trustee and its counsel
incurred in
connection with the Trustee entering into the Pooling and Servicing
Agreement;
(iv) the fees and disbursements of a firm of certified public
accountants
selected by the Purchaser and the Seller with respect to numerical
information
in respect of the Mortgage Loans, other mortgage loans and the
Certificates
included in the Prospectus, the Memoranda (as defined in the
Indemnification
Agreement) and any related 8-K Information (as defined in the
Underwriting
Agreement), or items similar to the 8-K Information, including the
cost of
obtaining any "comfort letters" with respect to such items; (v) the
costs and
expenses in connection with the qualification or exemption of the
Certificates
under state securities or blue sky laws, including filing fees and
reasonable
fees and disbursements of counsel in connection therewith; (vi) the
costs and
expenses in connection with any determination of the eligibility of
the
Certificates for investment by institutional investors in any
jurisdiction and
the preparation of any legal investment survey, including
reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs
and expenses
in connection with printing (or otherwise reproducing) and
delivering the
Registration Statement, Prospectus and Memoranda, and the
reproduction and
delivery of this Agreement and the furnishing to the Underwriters
of such copies
of the Registration Statement, Prospectus, Memoranda and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood LLP, counsel to the
Underwriters, and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not
intend the benefits of this Agreement to inure to any third party
except as
expressly set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement and that the rights so assigned may be further assigned
to, and shall
inure to the benefit of, any successor trustee under the Pooling
and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject
to the
provisions hereof), including that of expense reimbursement,
pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the
Pooling and
Servicing Agreement, the representations and warranties of the
Seller made
hereunder and the remedies provided hereunder with respect to
Breaches or
Defects may not be further assigned by the Purchaser, the Trustee
or any
successor trustee. No owner of a Certificate issued pursuant to the
Pooling and
Servicing Agreement shall be deemed a successor or permitted assign
because of
such ownership. This Agreement shall bind and inure to the benefit
of, and be
enforceable by, the Seller, the Purchaser and their permitted
successors and
permitted assigns. The warranties and representations and the
agreements made by
the Seller herein shall survive delivery of the Mortgage Loans to
the Trustee
until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Dennis Schuh, fax number (212) 834-6593 with a copy to Bianca
Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, JPMorgan Chase
Bank, N.A., 270
Park Avenue, 10th Floor, New York, New York 10017, Attention:
Dennis Schuh, fax
number (212) 834-6593, with a copy to Bianca Russo, fax number:
(212) 834-6593
and (iii) in the case of any of the preceding parties, such other
address or fax
number as may hereafter be furnished to the other party in writing
by such
party.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of any party to exercise any right, power or privilege under this
Agreement and
no course of dealing between the Seller and the Purchaser shall
operate as a
waiver thereof, nor shall any single or partial exercise of any
right, power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. Except as set forth in
Section 6
herein, no notice to or demand on any party in any case shall
entitle such party
to any other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture
between the parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their names to be signed hereto by their respective officers
thereunto duly
authorized as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES CORP., as
Purchaser
By: /s/ Charles Y. Lee
--------------------------------------
Name:
Charles Y. Lee
Title: Vice President
JPMORGAN CHASE BANK, N.A., as Seller
By: /s/ Charles Y. Lee
--------------------------------------
Name: Charles Y.
Lee
Title: Vice President
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2006-LDP9
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Loan # Mortgagor
Name
Property Address
-------
-----------------------------------------------------------
--------------------------------------------------
<S>
<C>
<C>
2
131 South
Dearborn, LLC
131 South Dearborn Street
3
FPG
Galleria One Owner, LP, FPG Galleria Two Owner, LP
13355, 13455, 13155 Noel Road
and FPG Galleria Three Owner, LP
7.01 CRP-2
Holdings AA, L.P.
Various
7 CRP-2
Holdings AA, L.P.
12902 Federal Systems Park Drive
8
CRP-2
Holdings AA, L.P.
1800 Alexander Bell Drive
9
CRP-2
Holdings AA, L.P.
580 -735 Tollgate Road
10
CRP-2
Holdings AA, L.P.
2200 Cabot Drive
11
CRP-2
Holdings AA, L.P.
144 Turnpike Road
12
CRP-2
Holdings AA, L.P.
1811-1842 Centre Point Circle
13
CRP-2
Holdings AA, L.P.
371 Hoes Lane
14
CRP-2
Holdings AA, L.P.
600
North Cockrell Hill Road
15
CRP-2
Holdings AA, L.P.
3140-3145 Northwoods Parkway
16
CRP-2
Holdings AA, L.P.
1765 & 1775 West Oak Parkway
17
CRP-2 Holdings AA,
L.P.
801 Seaco Court
18
CRP-2
Holdings AA, L.P.
1101 31st Street
19
CRP-2
Holdings AA, L.P.
5555 West 73rd Street
20
CRP-2
Holdings AA, L.P.
901-929 AEC Drive
21
CRP-2
Holdings AA, L.P.
130-150 East St. Charles Road
22
CRP-2
Holdings AA, L.P.
600 North York Road
23
CRP-2
Holdings AA, L.P.
1300 Morse Avenue
24
CRP-2
Holdings AA, L.P.
7500 Natchez Avenue
25
CRP-2
Holdings AA, L.P.
3800 River Road
26
CRP-2
Holdings AA, L.P.
333 Washington Boulevard
27
CRP-2
Holdings AA, L.P.
970 Douglas Road
28
CRP-2
Holdings AA, L.P.
1299 Lunt Avenue
29
CRP-2
Holdings AA, L.P.
1515 Louis Avenue
30
CRP-2
Holdings AA, L.P.
1220 Capitol Drive
31
CRP-2
Holdings AA, L.P.
200 Martin Lane
32
Centro
Bradley SPE 3 LLC and Centro Bradley Crystal Lake
Various
LLC
32.01
13200 Cicero Avenue
32.02
6140-6340 Northwest Highway
32.03
7630 North Barrington Road
32.04
9169-9405 Telegraph Road
32.05
6403-6479 North Prospect Avenue
32.06
10850 Lincoln Trail
32.07
2700 Anderson Avenue
32.08
15909-15957 Manchester Road
32.09
3311 N. Sterling Avenue
32.1
3500 Dodge Street
32.11
645-821 Lincoln Highway West
32.12
2142-2200 West Kimberly Road
32.13
3405-3443 Freedom Drive
32.14
3034-3042 Fish Hatchery Road
34
BF ATL,
LLC, BF ATL II, LLC, BF ATL III, LLC, BF ATL IV,
600 Peachtree Street
LLC,
BF ATL V, LLC
45
525
Junction Road L.L.C.
515-535 Junction Road
46
PK II El
Camino North LP
2217-2741 Vista Way
49
PK I
Cheyenne Commons LLC
3189 North Rainbow Boulevard
53
Griffin
Capital (Westwood) Investors, LLC
2441 and 2443 Warrenville Road
54
CRP-2
Holdings Parc Belmar, LLC
7301 West Ohio Avenue
55
PK I
Fullerton Town Center LP
1100 South Harbor Boulevard
63
499
Thornall Street Owner, L.L.C.
499 Thornall Street
64
PK II
Sunset Square LLC
1001-1275 East Sunset Square
66
PK I
Rainbow Promenade LLC
2001-2351 Rainbow Boulevard
68
DDC II LLC
575-595 South Broadway
71
EQI
Seattle Partnership LP
206 Western Avenue West
72
Lincoln
Village At Twelve Bridges, LLC
805-855 Twelve Bridges Drive and 2295 Fieldstone
Drive
75
PK I
Olympia Square LLC
3430 Pacific Avenue
81
PK I
Silverdale Shopping Center LLC
2850-3036 NW Bucklin Hill Road
86
Village
Square Partners I, LLC
7107 North Lindbergh Boulevard
88
Leed
Warner, LLC
1505 East Warner Avenue
95
EQI
Houston Partnership, L.P.
12401 Katy Freeway
97
DanCross
Associates Limited Partnership
8 Newbury Street
100 Myers
Station Investments (LRT), LLC
7610-7630 Little River Turnpike
101 PK III
Encinitas Marketplace LP
110 - 134 North El Camino Real
102 B & G
Real Estate LLC, Bill Gordon, LP, JCF, II, LLC,
Various
SFIP, L.L.C.
102.01
1800 North 300 West
102.02
7323-7329 Coldwater Canyon Avenue
102.03
7332-7338 Ethel Avenue and 13026 Raymer Street
102.04
609 West 1900 North
104 The
Turning Basin LLC
100 South 14th Street
105 Triple S
2777 LLC
2777 Summer Street
107 400
Market, L.P.
400 Market Street
110 BGD5
Hotel, LLC
150 South Broadway
113
Marketplace Port St. Lucie Limited Partnership
10230-10368 US Highway 1
115 PK III
Blossom Valley Plaza LP
2800 - 2980 Geer Road
128 EQI
Orlando 2 Partnership, LP
8900 Universal Boulevard
130 EQI Urbana
Partnership, L.P
1200 West University Avenue
131 PK I Glen
Cove Center LP
100-170 Robles Way
145 Trojan
Retail, Ltd.
2985 South State Highway 360
148 McKibbon
Hotel Group of Sarasota, Florida #3, L.P.
1020 University Parkway
149 ACC Forbes
Boulevard I LLC
4260 Forbes Boulevard
155 AFM
Highland Village Partners I, L.P.
6929 Airport Boulevard
156 Burndout
RE NM, LLC
1101,1201, & 1205 Madeira Drive SE
163 EQI
Augusta Partnership, LP
1049 Stevens Creek Road
169 EQI
Savannah 2 Partnership, L.P
11309 Abercorn Street
173 190
Self-Storage Associates, Ltd.
459 Cove Terrace
180 117
Chestnut Street, L.P.
117 Chestnut Street
182 Shenandoah
Valley L.L.C.
14041 East 24th Street
190 EQI East
Lansing Partnership, LP
2500 Coolidge Road
192 Long
Meadows Farm of Virginia 3, LLC
901-974 Summerfield Apartments
197 Van Buren
Plaza, L.L.C.
11700 Belleville Road
205 GHP
Knollwood LLC
297 Knollwood Road
206
Pinnacle-Whitebridge Road, LLC
5612 Lenox Avenue
219 Dilusso Investments, LLC
15393 15 Mile Road
225
Peck-Clarksville LLC and Commerce Center Holdings, LLC
1850 Business Park Drive
228 TZG III,
LLC
834 Ohio Pike
232 Long
Meadows Farm of Virginia 2, LLC
400 Treetops Lane
238 Ridge
Hollow Partners, L.L.C.
5831 North 23rd Street
239 Stadium
Apartments, LLC
1106 Slater Street
242 10-24
Palmer Ave, LLC
10 - 24 Palmer Avenue
243 405 East
77th LLC
405 East 77th Street
244 MGA
Douglasville, LLC
2710 Highway 92
248 Donnelly
Development, LLC
1660 Anderson Highway
253 MGA
McDonough, LLC
2125 Highway 155 North
254
Shaker/Chagrin Partners, L.L.C.
16500 Chagrin Boulevard
255 BSLM
Frenchtown, L.L.C.
2203-2239 Telegraph Rd
259 Cavalcade
Plaza Investors, LP
608 West Cavalcade
260 Shafer
Plaza XLIII, Ltd.
4015 Lemmon Avenue
261 Ohio
Investors Limited Partnership
1638 Bancroft Avenue
263 Long
Meadows Farm of Virginia, LLC
528, 530, 532 & 534 York Avenue and 2265 Wilson
Boulevard
264 Blanco
Bear Properties, L.P.
5258 Louetta Road
270 EPT Ashton
Parke Apartments I, LLC & EPT Ashton Parke
5815 Timberwolf Drive
Apartments II, LLC
274 Courtyard
by Pyramid Properties Annex, LLC
2101 6th Avenue
<CAPTION>
Loan # City
State Zip Code
County
Property Name
Size
Measure
------
----------------- ------- -------- ---------------
----------------------------------- ------- ------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
2
Chicago
IL
60603 Cook
131 South Dearborn
1504364 Square
Feet
3
Dallas
TX
75240 Dallas
Galleria Towers
1428314 Square
Feet
7.01 Various
Various Various
Various
Colony IV Portfolio
2381939 Square
Feet
7
Fairfax
VA
22033 Fairfax
12902 Federal Systems Drive
210993 Square
Feet
8
Reston
VA
20191 Fairfax
1800 Alexander Bell Drive
138450 Square
Feet
9
Elgin
IL
60123 Kane
Chicago Workspace - Elgin
245751 Square
Feet
10
Lisle
IL
60532 DuPage
Corporate Lakes III
124327 Square
Feet
11
Southborough
MA
01772 Worcester
Reservoir Corporate Center
99835 Square
Feet
12
Naperville
IL
60563 DuPage
Chicago Workspace - Naperville
162017 Square
Feet
13
Piscataway
NJ
08854 Middlesex
371 Hoes Lane
139184 Square
Feet
14
Dallas
TX
75211 Dallas
Advo Industrial Dallas
135000 Square
Feet
15
Norcross
GA
30071 Gwinnett
North Atlanta Industrial Northwoods 174953 Square Feet
16
Marietta
GA
30062 Cobb
North Atlanta Industrial West Oak 156828
Square Feet
17
Deer Park
TX
77536 Harris
Advo Industrial Houston
135000 Square
Feet
18
Downers Grove
IL
60515 DuPage
Highland Atrium
68251 Square
Feet
19
Bedford Park
IL
60638 Cook
5555 West 73rd Street
159857 Square
Feet
20
Wood Dale
IL
60191 DuPage
901-929 AEC Drive
60275 Square
Feet
21
Carol Stream
IL
60188 Dupage
Chicago Workspace - Carol Stream
62586 Square
Feet
22
Bensenville
IL
60106 DuPage
600 North York Road
33855 Square
Feet
23
Elk Grove
Village IL
60007 Cook
1300 Morse Avenue
49360 Square
Feet
24
Niles
IL
60714 Cook
7500 Natchez Avenue
58846 Square
Feet
25
Schiller Park
IL
60176 Cook
3800 River Road
40089 Square
Feet
26
Mundelein
IL
60060 Lake
333 Washington Boulevard
32783 Square
Feet
27
Batavia
IL
60510 Kane
970 Douglas Road
24844 Square
Feet
28
Elk Grove
Village IL
60007 Cook
1299 Lunt Avenue
22345 Square
Feet
29
Elk Grove
Village IL
60007 Cook
1515 Louis Avenue
16000 Square
Feet
30
Addison
IL
60101 Dupage
1220 Capitol Drive
15500 Square
Feet
31
Elk Grove
Village IL
60007 Cook
200 Martin Lane
15010 Square
Feet
32
Various
Various Various
Various
Centro Heritage Portfolio III
2630728 Square
Feet
32.01 Crestwood
IL
60445 Cook
Rivercrest
488680 Square
Feet
32.02 Crystal Lake
IL
60014 McHenry
The Commons of Crystal Lake
273060 Square
Feet
32.03 Hanover Park
IL
60133 Cook
Westview Center
325507 Square
Feet
32.04 Redford
MI
48239 Wayne
Redford
284448 Square
Feet
32.05 Gladstone
MO
64119 Clay
Prospect Plaza
189996 Square
Feet
32.06 Fairview Heights
IL
62208 Saint
Claire Crossroads
Centre
242470 Square
Feet
32.07 Manhattan
KS
66502 Riley
West Loop Shopping Center
199032 Square
Feet
32.08 Ellisville
MO
63011 Saint
Louis
Ellisville Square
146052 Square
Feet
32.09 Peoria
IL
61604 Peoria
Sterling Bazaar
84438 Square
Feet
32.1 Dubuque
IA
52003 Dubuque
Warren Plaza
90102 Square
Feet
32.11 New Haven
IN
46774 Allen
Lincoln Plaza
103938 Square
Feet
32.12 Davenport
IA
52806 Scott
Kimberly West
113713 Square
Feet
32.13 Springfield
IL
62704 Sangamon
Parkway Pointe
38737 Square
Feet
32.14 Fitchburg
WI
53713 Dane
Fitchburg Ridge Shopping Center
50555 Square
Feet
34
Atlanta
GA
30308 Fulton
Bank of America Plaza
1253499 Square
Feet
45
Madison
WI
53717 Dane
City Center West
376756 Square
Feet
46
Oceanside
CA
92054 San Diego
El Camino North
367031 Square
Feet
49
Las Vegas
NV
89108 Clark
Kimco PNP - Cheyenne Commons
362758 Square
Feet
53
Lisle
IL
60532 Dupage
Westwood of Lisle
296517 Square
Feet
54
Lakewood
CO
80226 Jefferson
Park Belmar
512 Units
55
Fullerton
CA
92832 Orange
Kimco PNP - Fullerton Town Center 270647
Square Feet
63
Edison
NJ
08837 Middlesex
Metropark Corporate Campus II
254263 Square
Feet
64
Bellingham
WA
98226 Whatcom
Kimco PNP - Sunset Square
376023 Square
Feet
66
Las Vegas
NV
89108 Clark
Kimco PNP - Rainbow Promenade
228279 Square
Feet
68
Denver
CO
80209 Denver
Denver Design Center
235758 Square
Feet
71
Seattle
WA
98119 King
Homewood Suites Seattle
161 Rooms
72
Lincoln
CA
95648 Placer
Lincoln Village Shopping Center
86910 Square
Feet
75
Olympia
WA
98501 Thurston
Kimco PNP - Olympia Square
168209 Square
Feet
81
Silverdale
WA
98383 Kitsap
Kimco PNP - Silverdale Plaza
170332 Square
Feet
86
Hazelwood
MO
63042 St. Louis
Village Square Center
219823 Square
Feet
88
Santa Ana
CA
92705 Orange
1505 East Warner Avenue
224792 Square
Feet
95
Houston
TX
77079 Harris
Courtyard Houston
176 Rooms
97
Danvers
MA
01923 Essex
Danvers Crossing
176314 Square
Feet
100 Annandale
VA
22003 Fairfax
Little River Turnpike Buildings
147541 Square
Feet
101 Encinitas
CA
92024 San Diego
Kimco PNP - Encinitas Marketplace 119738
Square Feet
102 Various
Various Various
Various
Klune Industrial
331116 Square
Feet
102.01 Spanish
Fork
UT
84660 Utah
1800 North 300 West
181335 Square
Feet
102.02 North
Hollywood CA
91605 Los
Angeles
Coldwater Canyon Avenue
63620 Square
Feet
102.03 North
Hollywood CA
91605 Los
Angeles
Ethel Avenue
39935 Square
Feet
102.04 Spanish
Fork
UT
84660 Utah
609 West 1900 North
46226 Square
Feet
104 Richmond
VA
23219 Richmond
City
Turning Basin Building
93761 Square
Feet
105 Stamford
CT
06905 Fairfield
2777 Summer Street
110103 Square
Feet
107 Philadelphia
PA
19106
Philadelphia 400 Market
Street
173213 Square
Feet
110 Rochester
MN
55904 Olmsted
Radisson Plaza Hotel - Rochester
212 Rooms
113 Port St. Lucie FL
34952 Saint
Lucie The
Market Place
112385 Square
Feet
115 Turlock
CA
95382 Stanislaus
Kimco PNP - Blossom Valley Plaza
111612 Square Feet
128 Orlando
FL
32819 Orange
Hampton Inn Orlando
170 Rooms
130 Urbana
IL
61801 Champaign
Hampton Inn Urbana
130 Rooms
131 Vallejo
CA
94591 Solano
Kimco PNP - Glen Cove Center
66000 Square
Feet
145 Grand Prairie TX
75052 Tarrant
Emerald Square Shopping Center
148217 Square
Feet
148 Sarasota
FL
34234 Sarasota
Springhill Suites Sarasota
84 Rooms
149 Lanham
MD
20706 Prince
Georges
4260 Forbes Boulevard
54692 Square
Feet
155 Austin
TX
78752 Travis
Highland Village
113271 Square
Feet
156 Albuquerque
NM
87108 Bernalillo
Sommerset Apartments
224 Units
163 Augusta
GA
30907 Richmond
Homewood Suites Augusta
65 Rooms
169 Savannah
GA
31419 Chatham
Towneplace Suites Savannah
95 Rooms
173 Copperas Cove TX
76522 Coryell
190 All Storage
1175 Units
180 Philadelphia
PA
19106
Philadelphia 117
Chestnut Street
12 Units
182 Tulsa
OK
74134 Tulsa
Shenandoah Valley Apartments
240 Units
190 East Lansing
MI
48823 Ingham
Hampton Inn East Lansing
86 Rooms
192 Winchester
VA
22601 Winchester
City Summerfield
Apartments
64 Units
197 Belleville
MI
48111 Wayne
Van Buren Plaza
43805 Square
Feet
205 White Plains
NY
10607
Westchester 297
Knollwood Road
34946 Square
Feet
206 Nashville
TN
37209 Davidson
Baymont Inn & Suites
105 Rooms
219 Clinton Township
MI
48035 Macomb
Villages of Clinton Pointe
78 Units
225 Clarksville
TN
37040 Montgomery
Commerce Center
81000 Square
Feet
228 Cincinnati
OH
45245 Clermont
Park Plaza
45259 Square
Feet
232 Winchester
VA
22601 Winchester
City Treetops
Apartments
52 Units
238 Lincoln
NE
68521 Lancaster
Ridge Hollow Apartments
100 Units
239 Valdosta
GA
31601 Lowndes
Brookstone Apartments
120 Beds
242 Bronxville
NY
10708
Westchester
10-24 Palmer Avenue
17040 Square
Feet
243 New York
NY
10021 New York
405 East 77th Street
15 Units
244 Douglasville
GA
30135 Douglas
Eckerd's Douglasville
13813 Square
Feet
248 Powhatan
VA
23139 Powhatan
Powhatan Wellness Center
19501 Square
Feet
253 McDonough
GA
30252 Henry
Eckerds McDonough
13813 Square
Feet
254 Shaker Heights OH
44120 Cuyahoga
Chagrin Lee Square
53015 Square
Feet
255 Frenchtown Twp MI
48162 Monroe
Frenchtown Plaza
13541 Square
Feet
259 Houston
TX
77009 Harris
Cavalcade Plaza
40600 Square
Feet
260 Dallas
TX
75219 Dallas
4015 Lemmon Avenue
8333 Square
Feet
261 Dayton
OH
45408 Montgomery
Bancroft Apartments
93 Units
263 Winchester
VA
22601 Winchester
City York &
Wilson Combined Apartments
44 Units
264 Spring
TX
77379 Harris
Klein Church Plaza
23240 Square
Feet
270 El Paso
TX
79903 El Paso
Ashton Parke
67 Units
274 Huntington
WV
25703 Cabell
Courtyard Annex
24 Units
<CAPTION>
Net Mortgage
Maturity/ Amort. Rem.
Loan # Interest
Rate (%)
Interest Rate
Original Balance
Cutoff Balance
Term Rem. Term
ARD Date
Term
Amort.
------
----------------- ------------- ----------------
--------------
----
---------
---------
------
------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
2
5.79000
5.76957
236,000,000
236,000,000 120
120 12/01/16
0
0
3
5.75100
5.73057
232,000,000
232,000,000 120
120 12/01/16
0
0
7.01
5.53850
171,360,000
171,360,000
0
0
7
5.53850
5.51807
37,200,000
37,200,000 60
60 12/01/11
0
0
8
5.53850
5.51807
20,160,000
20,160,000 96
96 12/01/14
0
0
9
5.53850
5.51807
14,640,000
14,640,000 84
84 12/01/13
0
0
10
5.53850
5.51807
14,400,000
14,400,000 60
60 12/01/11
0
0
11
5.53850
5.51807
11,220,000
11,220,000 84
84 12/01/13
0
0
12
5.53850
5.51807
10,860,000
10,860,000 84
84 12/01/13
0
0
13
5.53850
5.51807
10,020,000
10,020,000 60
60 12/01/11
0
0
14
5.53850
5.51807
7,320,000
7,320,000 96
96 12/01/14
0
0
15
5.53850
5.51807
7,320,000
7,320,000 96
96 12/01/14
0
0
16
5.53850
5.51807
6,300,000
6,300,000 96
96 12/01/14
0
0
17
5.53850
5.51807
5,670,000
5,670,000 60
60 12/01/11
0
0
18
5.53850
5.51807
4,800,000
4,800,000 84
84 12/01/13
0
0
19
5.53850
5.51807
3,965,000
3,965,000 96
96 12/01/14
0
0
20
5.53850
5.51807
3,024,000
3,024,000 96
96 12/01/14
0 0
21
5.53850
5.51807
2,820,000
2,820,000 84
84 12/01/13
0
0
22
5.53850
5.51807
2,004,000
2,004,000 96
96 12/01/14
0
0
23
5.53850
5.51807
1,825,000
1,825,000 96
96 12/01/14
0
0
24
5.53850
5.51807
1,614,000
1,614,000 96
96 12/01/14
0
0
25
5.53850
5.51807
1,464,000
1,464,000 96
96 12/01/14
0
0
26
5.53850
5.51807
1,278,000
1,278,000 96
96 12/01/14
0
0
27
5.53850
5.51807
975,000
975,000 96
96 12/01/14
0
0
28
5.53850
5.51807
960,000
960,000 96
96 12/01/14
0
0
29
5.53850
5.51807
780,000
780,000 96
96 12/01/14
0
0
30
5.53850
5.51807
615,000
615,000 96
96 12/01/14
0
0
31
5.53850
5.51807
126,000
126,000 96
96 12/01/14
0
0
32
5.38700
5.36657
142,877,176
142,877,176 84
83 11/01/13
0
0
32.01
5.38700
31,400,000
31,400,000 84
83 11/01/13
0
0
32.02
5.38700
20,600,000
20,600,000 84
83 11/01/13
0
0
32.03
5.38700
17,877,176
17,877,176 84
83 11/01/13
0
0
32.04
5.38700
14,400,000
14,400,000 84
83 11/01/13
0
0
32.05
5.38700
9,900,000
9,900,000 84
83 11/01/13
0
0
32.06
5.38700
9,600,000
9,600,000 84
83 11/01/13
0
0
32.07
5.38700
9,300,000
9,300,000 84
83 11/01/13
0
0
32.08
5.38700
6,500,000
6,500,000 84
83 11/01/13
0
0
32.09
5.38700
5,000,000
5,000,000 84
83 11/01/13
0
0
32.1
5.38700
4,500,000
4,500,000 84
83 11/01/13
0
0
32.11
5.38700
3,700,000
3,700,000 84
83 11/01/13
0
0
32.12
5.38700
3,600,000
3,600,000 84
83 11/01/13
0
0
32.13
5.38700
3,600,000
3,600,000 84
83 11/01/13
0
0
32.14
5.38700
2,900,000
2,900,000 84
83 11/01/13
0
0
34
6.12640
6.10597
100,000,000
100,000,000 120
118 10/01/16
0
0
45
5.90250
5.88207
65,000,000
65,000,000
120
119 11/01/16
0
0
46
5.44550
5.42507
61,400,000
61,400,000
120
119 11/01/16
0
0
49
5.44550
5.42507
55,000,000
55,000,000
120
119 11/01/16
0
0
53
5.84750
5.82707
45,000,000
45,000,000
120
119 11/01/16
360
360
54
5.61300
5.59257
44,010,000
44,010,000 60
60 12/01/11
0
0
55
5.44550
5.42507
44,000,000
44,000,000
120
119 11/01/16
0
0
63
6.16850
6.12807
39,500,000
39,500,000
120
119 11/01/16
360
360
64
5.44550
5.42507
39,000,000
39,000,000
120
119 11/01/16
0
0
66
5.44550
5.42507
37,900,000
37,900,000
120
119 11/01/16
0
0
68
5.77000
5.73957
35,000,000
35,000,000
120
119 11/01/16
360
360
71
5.86500
5.84457
28,000,000
28,000,000
120
120 12/01/16
360
360
72
6.30450 6.28407
27,990,000
27,990,000
120
119 11/01/16
360
360
75
5.44550
5.42507
25,400,000
25,400,000
120
119 11/01/16
0
0
81
5.44550
5.42507
24,000,000
24,000,000
120
119 11/01/16
0
0
86
5.77900
5.70857
22,200,000
22,200,000
120
120 12/01/16
360
360
88
5.73200
5.71157
21,700,000
21,700,000
120
119 11/01/16
360
360
95
5.86500
5.84457
19,000,000
19,000,000
120
120 12/01/16
360
360
97
6.31500
6.29457
18,875,000
18,875,000
120
114 06/01/16
360
360
100
6.08500
6.01457
17,500,000
17,500,000
120
119 11/01/16
0
0
101
5.38550
5.36507
16,700,000
16,700,000
120
119 11/01/16
0
0
102
5.90150
5.88107
16,500,000
16,500,000
144
144 01/01/19
300
300
102.01
5.90150
6,525,000
6,525,000
144
144 01/01/19
300
300
102.02
5.90150
5,070,000
5,070,000
144
144 01/01/19
300
300
102.03
5.90150
3,367,500
3,367,500
144
144 01/01/19
300
300
102.04
5.90150
1,537,500
1,537,500
144
144 01/01/19
300
300
104
6.12000
6.04957
16,250,000
16,191,855
120
116 08/01/16
360
356
105
5.68500
5.66457
16,000,000
16,000,000
120
119 11/01/16
360
360
107
5.57000
5.52957 15,000,000
15,000,000
120
120 12/01/16
360
360
110
6.06100
6.04057
15,000,000
15,000,000
120
120 12/01/16
360
360
113
5.71000
5.66957
14,000,000
13,985,272
120
119 11/01/16
360
359
115
5.38550
5.36507
13,600,000
13,600,000
120
119 11/01/16
0
0
128
5.86500
5.84457
11,240,000
11,240,000
120
120 12/01/16
360
360
130
5.86500
5.84457
10,800,000
10,800,000
120
120 12/01/16
360
360
131
5.44550
5.42507
10,500,000
10,500,000
120
119 11/01/16
0
0
145
5.85500
5.80457
7,900,000
7,900,000
120
119 11/01/16
360
360
148
5.86500
5.84457
7,610,000
7,610,000
120
120 12/01/16
360
360
149
5.71630
5.64587
7,520,000
7,520,000
120
118 10/01/16
360
360
155
6.01000
5.98957
7,000,000
7,000,000 60
60 12/01/11
360
360
156
5.80000
5.77957
7,000,000
7,000,000
120
119 11/01/16
360
360
163
5.86500
5.84457
6,600,000
6,600,000
120
120 12/01/16
360
360
169
5.86500
5.84457
6,300,000
6,300,000
120
120 12/01/16
360
360
173
5.86000
5.83957
6,100,000
6,093,763
120
119 11/01/16
360
359
180
6.05200
6.00157
5,675,000
5,675,000
120
120 12/01/16
360
360
182
5.94000
5.84957
5,600,000
5,600,000
120
119 11/01/16
360
360
190
5.86500
5.84457
5,450,000
5,450,000
120
120 12/01/16
360
360
192
5.87650
5.82607
5,250,000
5,250,000
120
120 12/01/16
360
360
197
5.83000
5.75957
5,000,000
4,994,858
120
119 11/01/16
360
359
205
5.87000
5.84957
4,500,000
4,500,000
120
119 11/01/16
360
360
206
5.84700
5.82657
4,500,000
4,500,000
120
120 12/01/16
240
240
219
5.97400
5.90357
4,000,000
3,995,998
120
119 11/01/16
360
359
225
5.77100
5.71057
3,880,000
3,880,000
120
120 12/01/16
360
360
228
5.82200
5.71157
3,750,000
3,750,000
120
119 11/01/16
360
360
232
5.87650
5.82607
3,680,000
3,680,000
120
120 12/01/16
360
360
238
6.21000
6.18957
3,300,000
3,294,245
120
118 10/01/16
360
358
239
6.11500
6.00457
3,200,000
3,200,000
120
119 11/01/16
360
360
242
5.74000
5.71957
3,000,000
3,000,000
120
119 11/01/16
360
360
243
5.89000
5.86957
3,000,000
3,000,000
120
120 12/01/16
360
360
244
5.84500
5.82457
3,000,000
3,000,000
120
120 12/01/16
240
240
248
6.10000
6.02957
2,820,000
2,820,000
120
119 11/01/16
360
360
253
5.84500
5.82457
2,675,000
2,675,000
120
120 12/01/16
240
240
254
6.00000
5.92957
2,650,000
2,650,000
120
119 11/01/16
360
360
255
6.02250
5.96207
2,500,000
2,500,000
120
120 12/01/16
360
360
259
6.26900
6.15857
2,350,000
2,346,747
180
179 11/01/21
300
299
260
5.92000
5.89957
2,325,000
2,300,046
120
109 01/01/16
360
349
261
6.03000
6.00957
2,200,000
2,200,000
120
120 12/01/16
360
360
263
5.87650
5.82607
2,070,000
2,070,000
120
120 12/01/16
360
360
264
6.33500
6.31457
2,050,000
2,046,526
120
118 10/01/16
360
358
270
5.91000
5.88957
1,800,000
1,800,000
120
117 09/01/16
360
360
274
6.63000
6.60957
1,425,000
1,422,745
120
118 10/01/16
360
358
<CAPTION>
ARD ARD Step Up
Crossed
Originator/
Loan # Monthly
Debt Service
Servicing Fee Rate Accrual Type (Y/N) (%)
Title Type Loan
Loan
Seller
------
-------------------- ------------------
------------
-----
-----------
-------------
-------
-----------
<S> <C>
<C>
<C>
<C> <C>
<C>
<C>
<C>
2
1,154,515
0.02000
Actual/360 No
Fee
JPMCB
3
1,127,303
0.02000
Actual/360 No
Fee
JPMCB
7.01
801,882
Actual/360 No
Fee
A
JPMCB
7
174,078
0.02000
Actual/360 No
Fee
A
JPMCB
8
94,339
0.02000
Actual/360 No
Fee
A
JPMCB
9
68,508
0.02000
Actual/360 No
Fee
A
JPMCB
10
67,385
0.02000
Actual/360 No
Fee
A
JPMCB
11
52,504
0.02000
Actual/360 No
Fee
A
JPMCB
12
50,820
0.02000
Actual/360 No
Fee
A
JPMCB
13
46,889
0.02000
Actual/360 No
Fee
A
JPMCB
14
34,254
0.02000
Actual/360 No
Fee
A
JPMCB
15
34,254
0.02000
Actual/360 No
Fee
A
JPMCB
16
29,481
0.02000
Actual/360 No
Fee
A
JPMCB
17
26,533
0.02000
Actual/360 No
Fee
A
JPMCB
18
22,462
0.02000
Actual/360 No
Fee
A
JPMCB
19
18,554
0.02000 Actual/360 No
Fee
A
JPMCB
20
14,151
0.02000
Actual/360 No
Fee
A
JPMCB
21
13,196
0.02000
Actual/360 No
Fee
A
JPMCB
22
9,378
0.02000
Actual/360 No
Fee
A
JPMCB
23
8,540
0.02000
Actual/360
No
Fee
A
JPMCB
24
7,553
0.02000
Actual/360 No
Fee
A
JPMCB
25
6,851
0.02000
Actual/360 No
Fee
A
JPMCB
26
5,980
0.02000
Actual/360 No
Fee
A
JPMCB
27
4,563
0.02000
Actual/360 No
Fee
A
JPMCB
28
4,492
0.02000
Actual/360 No
Fee
A
JPMCB
29
3,650
0.02000
Actual/360 No
Fee
A
JPMCB
30
2,878
0.02000
Actual/360 No
Fee
A
JPMCB
31
590
0.02000
Actual/360 No
Fee
A
JPMCB
32
650,308
0.02000
Actual/360 No
Fee
JPMCB
32.01
No
Fee
JPMCB
32.02
No
Fee
JPMCB
32.03
No
Fee
JPMCB
32.04
No
Fee
JPMCB
32.05
No
Fee
JPMCB
32.06
No
Fee
JPMCB
32.07
No
Fee
JPMCB
32.08
No
Fee
JPMCB
32.09
No
Fee
JPMCB
32.1
No
Fee
JPMCB
32.11
No
Fee
JPMCB
32.12
No
Fee
JPMCB
32.13
No
Fee
JPMCB
32.14
No
Fee
JPMCB
34
517,624
0.02000
Actual/360 No
Fee
JPMCB
45
324,159
0.02000
Actual/360 No
Fee
JPMCB
46
282,498
0.02000
Actual/360 No
Fee
JPMCB
49
253,052
0.02000
Actual/360 No
Fee
JPMCB
53
265,402
0.02000
Actual/360 No
Fee
JPMCB
54
208,716
0.02000
Actual/360 No
Fee
JPMCB
55
202,442
0.02000
Actual/360 No
Fee
JPMCB
63
241,118
0.04000
Actual/360 No
Fee
JPMCB
64
179,437
0.02000
Actual/360 No
Fee
JPMCB
66
174,376
0.02000
Actual/360 No
Fee
JPMCB
68
204,695
0.03000
Actual/360 No
Fee
JPMCB
71
165,452
0.02000
Actual/360 No
Fee
JPMCB
72
173,333
0.02000
Actual/360 No
Fee
JPMCB
75
116,864
0.02000
Actual/360 No
Fee
JPMCB
81
110,423
0.02000
Actual/360
No
Fee
JPMCB
86
129,962
0.07000
Actual/360 No
Fee
JPMCB
88
126,387
0.02000
Actual/360 No
Fee
JPMCB
95
112,271
0.02000
Actual/360 No
Fee
JPMCB
97
117,016
0.02000
Actual/360 No
Fee
JPMCB
100
89,972
0.07000
Actual/360 No
Fee
JPMCB
101
75,989
0.02000
Actual/360 No
Fee
JPMCB
102
105,318
0.02000
Actual/360 No
Fee
JPMCB
102.01
No
Fee
JPMCB
102.02
No
Fee
JPMCB
102.03
No
Fee
JPMCB
102.04
No
Fee
JPMCB
104
98,684
0.07000
Actual/360 No
Fee
JPMCB
105
92,712
0.02000
Actual/360 No
Fee
JPMCB
107
85,828
0.04000
Actual/360 No
Fee
JPMCB
110
90,522
0.02000
Actual/360 No
Fee
JPMCB
113
81,345
0.04000
Actual/360 No
Fee
JPMCB
115
61,883
0.02000
Actual/360 No
Fee
JPMCB
128
66,417
0.02000
Actual/360 No
Fee
JPMCB
130
63,817
0.02000
Actual/360 No
Fee
JPMCB
131
48,310
0.02000
Actual/360 No
Fee
JPMCB
145
46,631
0.05000
Actual/360 No
Fee
JPMCB
148
44,967
0.02000
Actual/360 No
Fee/Leasehold
JPMCB
149
43,724
0.07000
Actual/360 No
Fee
JPMCB
155
42,014
0.02000
Actual/360 No
Fee/Leasehold
JPMCB
156
41,073
0.02000
Actual/360 No
Fee
JPMCB
163
38,999
0.02000
Actual/360 No
Fee
JPMCB
169
37,227
0.02000
Actual/360 No
Fee/Leasehold
JPMCB
173
36,025
0.02000
Actual/360 No
Fee
JPMCB
180
34,214
0.05000
Actual/360 No
Fee
JPMCB
182
33,359
0.09000
Actual/360 No
Fee
JPMCB
190
32,204
0.02000
Actual/360 No
Fee
JPMCB
192
31,061
0.05000
Actual/360 No
Fee
JPMCB
197
29,433
0.07000
Actual/360 No
Fee
JPMCB
205
26,605
0.02000
Actual/360 No
Fee
JPMCB
206
31,843
0.02000
Actual/360 No
Fee
JPMCB
219
23,915
0.07000
Actual/360 No
Fee
JPMCB
225
22,694
0.06000
Actual/360 No
Fee
JPMCB
228
22,056
0.11000
Actual/360 No
Fee
JPMCB
232
21,772
0.05000
Actual/360 No
Fee
JPMCB
238
20,233
0.02000
Actual/360 No
Fee
JPMCB
239
19,423
0.11000
Actual/360 No
Fee
JPMCB
242
17,488
0.02000
Actual/360 No
Fee
JPMCB
243
17,775
0.02000
Actual/360 No
Fee
JPMCB
244
21,226
0.02000
Actual/360 No
Fee
JPMCB
248
17,089
0.07000
Actual/360 No
Fee
JPMCB
253
18,926
0.02000
Actual/360 No
Fee
JPMCB
254
15,888
0.07000
Actual/360 No
Fee
JPMCB
255
15,025
0.06000
Actual/360 No
Fee
JPMCB
259
15,530
0.11000
Actual/360 No
Fee
JPMCB
260
13,820
0.02000
Actual/360 No
Fee
JPMCB
261
13,233
0.02000
Actual/360 No
Fee
JPMCB
263
12,247
0.05000
Actual/360 No
Fee
JPMCB
264
12,736
0.02000
Actual/360 No
Fee
JPMCB
270
10,688
0.02000
Actual/360 No
Fee
JPMCB
274
9,129
0.02000
Actual/360 No
Fee
JPMCB
<CAPTION>
Loan #
Guarantor
Letter of Credit
-------
--------------------------------------------------------------------------
----------------
<S>
<C>
<C>
2
Robert M.
Gans
No
3
Joel
Kestenbaum and Margaret Kestenbaum
No
7.01 Colony Capital
No
7
Colony
Capital
No
8
Colony
Capital
No
9
Colony
Capital
No
10
Colony
Capital
No
11
Colony
Capital
No
12
Colony
Capital
No
13
Colony
Capital
No
14
Colony
Capital
No
15
Colony
Capital
No
16
Colony
Capital
No
17
Colony
Capital
No
18
Colony
Capital
No
19
Colony
Capital
No
20
Colony
Capital
No
21
Colony
Capital
No
22
Colony
Capital
No
23
Colony
Capital
No
24
Colony
Capital
No
25
Colony
Capital
No
26
Colony
Capital
No
27
Colony
Capital
No
28
Colony
Capital
No
29
Colony
Capital
No
30
Colony
Capital
No
31
Colony Capital
No
32
No
32.01
32.02
32.03
32.04
32.05
32.06
32.07
32.08
32.09
32.1
32.11
32.12
32.13
32.14
34
The GFW
Trust, The GFW II Trust
No
45
Terrence
R. Wall
No
46
Kimco
Prudential JV
No
49
Kimco
Prudential JV
No
53
Kevin A.
Shields
No
54
Colony
Capital
No
55
Kimco
Prudential JV
No
63
Michael
Alfieri
No
64
Kimco
Prudential JV
No
66
Kimco
Prudential JV
No
68
James S.
Frank, Warren P. Cohen
No
71
Equity
Inns, Inc.
No
72
John W.
Davis, Jr., Candace V. Brown, Christine C. Davis, Steven K. Brown
No
75
Kimco
Prudential JV
No
81
Kimco
Prudential JV
No
86
Mark
Nelson, Robert C. McBride
No
88
Nathan
Leanse
No
95
Equity
Inns, Inc.
No
97
Bryan S.
Weingarten and Randall C. Stein
No
100 William B. Wrench
No
101 Kimco Prudential JV
No
102 Gordon W. Clune, Bill
Clune
No
102.01
102.02
102.03
102.04
104 Martin J. Rust and R.
Lowndes Burke
No
105 1881 Limited Liability
Company
No
107 Kenneth S. Kaiserman
No
110 Gus A. Chafoulias
No
113 Scott Labonte, Richard
Polidori
No
115 Kimco Prudential JV
No
128 Equity Inns, Inc.
No
130 Equity Inns, Inc.
No
131 Kimco Prudential JV
No
145 William K. Wells
No
148 Equity Inns, Inc.
No
149 Asset Capital
Partners, L.P.
No
155 Dennis McDaniel
No
156 David Burns, Debra
Dout
No
163 Equity Inns, Inc.
No
169 Equity Inns, Inc.
No
173 Mike Schuminsky
No
180 Michael Samschick
No
182 Debra J. Pyzyk
No
190 Equity Inns, Inc.
No
192 Christopher A. Molden
No
197 Majid Koza, Wijdi
Kouza, Lyon Koza, Eddie Koza, Zouhair Koza
No
205 James J. Houlihan,
Andrew M. Greenspan
200,000.0
206 Raman Dayal, Rakesh
Govindji
No
219 Damiano Dimercurio,
Gaetano Dimercurio
No
225 Michael L. Gorney and
B. David Peck
No
228 Michael P. Ziegler
67,500.0
232 Christopher A. Molden
No
238 Philip L. Perry and
Brester Construction, Inc.
No
239 Michael H. Godwin, R.
Ryan Holmes
350,000.0
242 James J. Houlihan,
James K. Coleman
No
243 Erez Eliahu and
Ioannis Danalis
No
244 J Ron Stephens
No
248 Robert P. Donnelly,
Kelly J. Donnelly
No
253 J Ron Stephens
No
254 Mark R. Munsell
No
255 Richard B. Broder
No
259 Ameen Kesaria
No
260 Steven G. Shafer
No
261 Gregory F. Perlman,
Jonathan D. Frank
No
263 Christopher A. Molden
No
264 Kathleen B. Ciliske
and Terrence E. Ciliske
No
270 Richard Aguilar
No
274 David Lee Tarter
No
<CAPTION>
UPFRONT ESCROW
----------------------------------------------------------------------------------------------
Upfront
Upfront Upfront
Upfront
Upfront
Upfront
CapEx
Eng.
Envir.
TI/LC
Upfront RE
Ins.
Other
Loan # Reserve
Reserve Reserve
Reserve
Tax Reserve Reserve
Reserve
------
------------
----------
-------
------------
------------
----------
-------------
<S> <C>
<C>
<C>
<C>
<C>
<C>
<C>
2
0.00
0.00 0.00
4,100,000.00
4,718,404.41
72,938.00
3,702,491.23
3
0.00
0.00 0.00
0.00
5,085,802.35 43,884.69 3,497,872.47
7.01
0.00
0.00 0.00
0.00
0.00
0.00
0.00
7
0.00
0.00 0.00
0.00
0.00
0.00
0.00
8
0.00
0.00 0.00
0.00
0.00
0.00
0.00
9
0.00
0.00 0.00
0.00
0.00
0.00
0.00
10
0.00
0.00 0.00
0.00
0.00
0.00
0.00
11
0.00
0.00 0.00
0.00
0.00
0.00
0.00
12
0.00
0.00 0.00
0.00
0.00
0.00
0.00
13
0.00
0.00
0.00
0.00
0.00
0.00
0.00
14
0.00
0.00 0.00
0.00
0.00
0.00
0.00
15
0.00
0.00 0.00
0.00
0.00
0.00
0.00
16
0.00
0.00 0.00
0.00
0.00
0.00
0.00
17
0.00
0.00 0.00
0.00
0.00
0.00
0.00
18
0.00
0.00 0.00
0.00
0.00
0.00
0.00
19
0.00
0.00 0.00
0.00
0.00
0.00
0.00
20
0.00
0.00
