EXHIBIT 10.4
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
EUROHYPO AG, NEW YORK BRANCH,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP10
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This
Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of
March 1, 2007, is between J.P. Morgan Chase Commercial Mortgage
Securities
Corp., as purchaser (the "Purchaser"), and Eurohypo AG, New York
Branch, 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
March 1, 2007 (the "Pooling and Servicing Agreement") among the
Purchaser, as
depositor (the "Depositor"), Midland Loan Services, Inc. and
Wachovia Bank,
National Association, as master servicers (each, a "Master
Servicer"), J.E.
Robert Company, Inc., as special servicer (the "Special Servicer"),
Wells Fargo
Bank, N.A., as trustee (the "Trustee") and LaSalle Bank National
Association, as
co-trustee (the "Co-Trustee"), pursuant to which the Purchaser will
sell the
Mortgage Loans (as defined herein) to a trust fund and certificates
representing
ownership interests in the Mortgage Loans will be issued by the
trust fund. For
purposes of this Agreement, the term "Mortgage Loans" refers to the
mortgage
loans listed on Exhibit A and the term "Mortgaged Properties"
refers to the
properties securing such Mortgage Loans.
The
Purchaser and the Seller wish to prescribe the manner of sale of
the
Mortgage Loans from the Seller to the Purchaser and in
consideration of the
premises and the mutual agreements hereinafter set forth, agree as
follows:
SECTION 1.
Sale and Conveyance of Mortgages; Possession of Mortgage File.
Effective as of the Closing Date and upon receipt of the purchase
price set
forth in the immediately succeeding paragraph, the Seller does
hereby sell,
transfer, assign, set over and convey to the Purchaser, without
recourse
(subject to certain agreements regarding servicing as provided in
the Pooling
and Servicing Agreement, subservicing agreements permitted
thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the
Closing Date
between the applicable Master Servicer and the Seller) all of its
right, title,
and interest in and to the Mortgage Loans including all interest
and principal
received on or with respect to the Mortgage Loans after the Cut-off
Date (other
than payments of principal and interest first due on the Mortgage
Loans on or
before the Cut-off Date). Upon the sale of the Mortgage Loans, the
ownership of
each related Mortgage Note, the Mortgage and the other contents of
the related
Mortgage File will be vested in the Purchaser and immediately
thereafter the
Trustee and the ownership of records and documents with respect to
the related
Mortgage Loan prepared by or which come into the possession of the
Seller (other
than the records and documents described in the proviso to Section
3(a) hereof)
shall immediately vest in the Purchaser and immediately thereafter
the Trustee.
The Seller's records will accurately reflect the sale of each
Mortgage Loan to
the Purchaser. 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-3S, Class A-1A, Class
X, Class A-M,
Class A-MS, Class A-J, Class A-JFL, Class A-JS, Class B-S, Class
C-S and Class
D-S Certificates (the "Offered Certificates") to the underwriters
(the
"Underwriters") specified in the underwriting agreement dated March
26, 2007
(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 B, Class
C, Class D,
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 and UBS Securities LLC, the
initial
purchasers (together with the Underwriters, the "Dealers")
specified in the
certificate purchase agreement dated March 26, 2007 (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 $939,221,720.61
(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
March 26,
2007 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 duly licensed and authorized to transact business in
the
State of
New York as a branch of a foreign bank under Article V of the
Banking
Law of the United States;
(ii) it has the power and authority to own its property and to
carry
on its
business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State
of
New York.
The Seller is in compliance with the laws of each state in
which
any
Mortgaged Property is located to the extent necessary so that a
subsequent
holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of
such
state
would not be prohibited from enforcing such Mortgage Loan solely
by
reason of
any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement by
the
Seller
have been duly authorized by all requisite action by the
Seller's
board of
directors and will not violate or breach any provision of its
organizational
documents;
(vi) this Agreement has been duly executed and delivered by the
Seller and
constitutes a legal, valid and binding obligation of the
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which the
Seller is a party or of which any property of the Seller is the
subject
which, if determined adversely to the Seller, would reasonably
be
expected
to adversely affect (A) the transfer of the Mortgage Loans and
the
Mortgage Loan documents as contemplated herein, (B) the execution
and
delivery
by the Seller or enforceability against the Seller of the
Mortgage
Loans or this Agreement, or (C) the performance of the Seller's
obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished
by the Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would
be, in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the Mortgage Loans and the performance by the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated do not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which the Seller is bound or to which any of the property or
assets
of the
Seller is subject, nor will any such action result in any
violation
of the
provisions of any applicable law or statute or any order, rule
or
regulation
of any court or governmental agency or body having jurisdiction
over the
Seller, or any of its properties, except for conflicts,
breaches,
defaults
and violations which individually and in the aggregate would
not
have a
material adverse effect on the transactions contemplated
herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body is
required
for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has been
obtained
or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser
or the Dealers or their respective affiliates or any servicer
of
a Mortgage
Loan) that may be entitled to any commission or compensation in
connection
with the sale or purchase of the Mortgage Loans or entering
into this
Agreement or (B) paid in full any such commission or
compensation (except with respect to any servicer of a Mortgage
Loan, any
commission
or compensation that may be due and payable to such servicer if
such
servicer is terminated and does not continue to act as a
servicer);
and
(xi) it is solvent and the sale of the Mortgage Loans hereunder
will
not cause
it to become insolvent; and the sale of the Mortgage Loans is
not
undertaken with the intent to hinder, delay or defraud any of
the
Seller's
creditors.
(b) The
Purchaser represents and warrants to the Seller as of the
Closing
Date that:
(i) it is a corporation duly organized, validly existing, and
in
good
standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all
jurisdictions in which ownership or lease of its property or
the
conduct of
its business requires such qualification, except where the
failure to
be so qualified would not have a material adverse effect on the
Purchaser,
and the Purchaser is conducting its business so as to comply in
all
material respects with the applicable statutes, ordinances, rules
and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions
hereof, will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument or agreement to which the Purchaser is a
party or
by which it is bound, or (B) result in the creation or
imposition
of any
lien, charge or encumbrance upon any of the Purchaser's
property
pursuant
to the terms of any such indenture, mortgage, contract or other
instrument
or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the
Purchaser enforceable against it in accordance with its terms
(except as
enforcement thereof may be limited by (a) bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which
the
Purchaser is a party or of which any property of the Purchaser is
the
subject
which, if determined adversely to the Purchaser, might
interfere
with or
adversely affect the consummation of the transactions
contemplated
herein and
in the Pooling and Servicing Agreement; to the best of the
Purchaser's knowledge, no such proceedings are threatened or
contemplated
by any
governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of
any court
or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker, agent
or
other
person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation
in
connection
with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of
or with
any court or governmental agency or body, if any, required for
the
execution,
delivery and performance of this Agreement by the Purchaser
have been
obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States
Secrecy Act, the United States Money Laundering Control Act of
1986
or the
United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The
Seller further makes the representations and warranties as to
the
Mortgage Loans set forth in Exhibit B as of the Closing Date (or as
of such
other date if specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, any Master
Servicer, the
Special Servicer, a Certificate Owner or any other Person shall
relieve the
Seller of any liability or obligation with respect to any
representation or
warranty or otherwise under this Agreement or constitute notice to
any Person of
a Breach or Defect.
(d)
Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
any Mortgage
Loan, the value of the related Mortgaged Property or the interests
of the
Trustee or any Certificateholder therein.
(e) Upon
notice pursuant to Section 6(d) above, the Seller shall, not
later than 90 days from the earlier of the Seller's receipt of the
notice or, in
the case of a Defect or Breach relating to a Mortgage Loan not
being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulation Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the applicable Master Servicer for deposit into the
Certificate
Account, any Substitution Shortfall Amount (as defined below) in
connection
therewith; provided, however, that except with respect to a Defect
resulting
solely from the failure by the Seller to deliver to the Trustee or
Custodian the
actual policy of lender's title insurance required pursuant to
clause (ix) of
the definition of Mortgage File by a date not later than 18 months
following the
Closing Date, if such Breach or Defect is capable of being cured
but is not
cured within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Rating Agencies, the applicable Master Servicer, the Special
Servicer, the
Trustee and the Directing Certificateholder setting forth the
reason such Breach
or Defect is not capable of being cured within the Initial
Resolution Period and
what actions the Seller is pursuing in connection with the cure
thereof and
stating that the Seller anticipates that such Breach or Defect will
be cured
within the Extended Resolution Period. Notwithstanding the
foregoing, any Defect
or Breach which causes any Mortgage Loan not to be a "qualified
mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without
regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a
defective
mortgage loan to be treated as a qualified mortgage) shall be
deemed to
materially and adversely affect the interests of the holders of the
Certificates
therein, and such Mortgage Loan shall be repurchased or a Qualified
Substitute
Mortgage Loan substituted in lieu thereof without regard to the
extended cure
period described in the preceding sentence. If the affected
Mortgage Loan is to
be repurchased, the Seller shall remit the Repurchase Price
(defined below) in
immediately available funds to the Trustee.
If any
Breach pertains to a representation or warranty that the
related
Mortgage Loan documents or any particular Mortgage Loan document
requires the
related Mortgagor to bear the costs and expenses associated with
any particular
action or matter under such Mortgage Loan document(s), then Seller
shall cure
such Breach within the applicable cure period (as the same may be
extended) by
reimbursing the Trust Fund (by wire transfer of immediately
available funds) the
reasonable amount of any such costs and expenses incurred by the
applicable
Master Servicer, the Special Servicer, the Trustee or the Trust
Fund that are
the basis of such Breach and have not been reimbursed by the
related Mortgagor;
provided, however, that in the event any such costs and expenses
exceed $10,000,
the Seller shall have the option to either repurchase or substitute
for the
related Mortgage Loan as provided above or pay such costs and
expenses. Except
as provided in the proviso to the immediately preceding sentence,
the Seller
shall remit the amount of such costs and expenses and upon its
making such
remittance, the Seller shall be deemed to have cured such Breach in
all
respects. To the extent any fees or expenses that are the subject
of a cure by
the Seller are subsequently obtained from the related Mortgagor,
the portion of
the cure payment equal to such fees or expenses obtained from the
Mortgagor
shall be returned to the Seller pursuant to Section 2.03(f) of the
Pooling and
Servicing Agreement. Notwithstanding the foregoing, the sole remedy
with respect
to any breach of the representation set forth in the second to last
sentence of
clause (32) of Exhibit B hereto shall be payment by the Seller of
such costs and
expenses without respect to the materiality of such breach.
Any of the
following will cause a document in the Mortgage File to be
deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro-forma or specimen
title insurance
policy or a commitment to issue the same pursuant to written escrow
instructions
signed by the title insurance company) called for by clause (ix) of
the
definition of "Mortgage File" in the Pooling and Servicing
Agreement; (d) the
absence from the Mortgage File of any required letter of credit;
(e) with
respect to any leasehold mortgage loan, the absence from the
related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; or
(f) the absence from the Mortgage File of any intervening
assignments required
to create a complete chain of assignments to the Trustee on behalf
of the Trust,
unless there is included in the Mortgage File a certified copy of
the
intervening assignment and a certificate stating that the original
intervening
assignments were sent for recordation; provided, however, that no
Defect (except
the Defects previously described in clauses (a) through (f)) shall
be considered
to materially and adversely affect the value of any Mortgage Loan,
the value of
the related Mortgaged Property or the interests of the Trustee or
any
Certificateholder therein unless the document with respect to which
the Defect
exists is required in connection with an imminent enforcement of
the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any
claim asserted
by any borrower or third party with respect to the Mortgage Loan,
establishing
the validity or priority of any lien on any collateral securing the
Mortgage
Loan or for any immediate significant servicing obligation.
Notwithstanding the
foregoing, the delivery of executed escrow instructions or a
commitment to issue
a lender's title insurance policy, as provided in clause (ix) of
the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu
of the
delivery of the actual policy of lender's title insurance, shall
not be
considered a Defect or Breach with respect to any Mortgage File if
such actual
policy is delivered to the Trustee or its Custodian within 18
months after the
Closing Date.
If (i) any
Mortgage Loan is required to be repurchased or substituted for
in the manner described in the first paragraph of this Section
6(e), (ii) such
Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect or
Breach does
not constitute a Defect or Breach, as the case may be, as to any
other Crossed
Loan in such Crossed Group (without regard to this paragraph), then
the
applicable Defect or Breach, as the case may be, will be deemed to
constitute a
Defect or Breach, as the case may be, as to each other Crossed Loan
in the
Crossed Group for purposes of this paragraph, and the Seller will
be required to
repurchase or substitute for all of the remaining Crossed Loans in
the related
Crossed Group as provided in the first paragraph of this Section
6(e) unless
such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan
Repurchase Criteria, and the Mortgage Loan affected by the
applicable Defect or
Breach and the Qualified Substitute Mortgage Loan, if any, satisfy
all other
criteria for repurchase or substitution, as applicable, of Mortgage
Loans set
forth herein. In the event that the remaining Crossed Loans satisfy
the
aforementioned criteria, the Seller may elect either to repurchase
or substitute
for only the affected Crossed Loan as to which the related Breach
or Defect
exists or to repurchase or substitute for all of the Crossed Loans
in the
related Crossed Group. The Seller shall be responsible for the cost
of any
Appraisal required to be obtained by the applicable Master Servicer
to determine
if the Crossed Loan Repurchase Criteria have been satisfied, so
long as the
scope and cost of such Appraisal has been approved by the Seller
(such approval
not to be unreasonably withheld).
To the
extent that the Seller is required to repurchase or substitute
for
a Crossed Loan hereunder in the manner prescribed above while the
Trustee
continues to hold any other Crossed Loans in such Crossed Group,
neither the
Seller nor the Trustee shall enforce any remedies against the
other's Primary
Collateral, but each is permitted to exercise remedies against the
Primary
Collateral securing its respective Crossed Loans, including with
respect to the
Trustee, the Primary Collateral securing Crossed Loans still held
by the
Trustee.
If the
exercise of remedies by one party would materially impair the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Trustee shall forbear from exercising such remedies until the
Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be
modified in
a manner that removes the threat of material impairment as a result
of the
exercise of remedies or some other accommodation can be reached.
Any reserve or
other cash collateral or letters of credit securing the Crossed
Loans shall be
allocated between such Crossed Loans in accordance with the
Mortgage Loan
documents, or otherwise on a pro rata basis based upon their
outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed
Loan that
remains in the Trust Fund is modified to terminate the related
cross
collateralization and/or cross default provisions, as a condition
to such
modification, the Seller shall furnish to the Trustee an Opinion of
Counsel that
any modification shall not cause an Adverse REMIC Event. Any
expenses incurred
by the Purchaser in connection with such modification or
accommodation
(including but not limited to recoverable attorney fees) shall be
paid by the
Seller.
The
"Repurchase Price" with respect to any Mortgage Loan or REO Loan to
be
repurchased pursuant to this Agreement and Section 2.03 of the
Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A
"Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
A
"Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO
Loan to be substituted pursuant to this Agreement and Section 2.03
of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In
connection with any repurchase or substitution of one or more
Mortgage
Loans contemplated hereby, (i) the Purchaser shall execute and
deliver, or cause
the execution and delivery of, such endorsements and assignments,
without
recourse, as shall be necessary to vest in the Seller the legal and
beneficial
ownership of each repurchased Mortgage Loan or replaced Mortgage
Loan, as
applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to the
Seller of all portions of the Mortgage File and other documents
(including the
Servicing File) pertaining to such Mortgage Loan possessed by the
Trustee, or on
the Trustee's behalf, and (iii) the Purchaser shall release, or
cause to be
released, to the Seller any escrow payments and reserve funds held
by the
Trustee, or on the Trustee's behalf, in respect of such repurchased
or replaced
Mortgage Loans.
(f) The
representations and warranties of the parties hereto shall
survive
the execution and delivery and any termination of this Agreement
and shall inure
to the benefit of the respective parties, notwithstanding any
restrictive or
qualified endorsement on the Mortgage Notes or assignment of
Mortgage or the
examination of the Mortgage Files.
(g) Each
party hereby agrees to promptly notify the other party of any
Breach of a representation or warranty contained in this Section 6.
The Seller's
obligation to cure any Breach or Defect or repurchase or substitute
for the
affected Mortgage Loan pursuant to Section 6(e) herein shall
constitute the sole
remedy available to the Purchaser in connection with a Breach or
Defect (subject
to the last sentence of the second paragraph of Section 6(e)). It
is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes only; provided, however, that no
limitation of
remedy is implied with respect to the Seller's breach of its
obligation to cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7.
Conditions to Closing. The obligations of the Purchaser to
purchase the Mortgage Loans shall be subject to the satisfaction,
on or prior to
the Closing Date, of the following conditions:
(a) Each
of the obligations of the Seller required to be performed by it
at or prior to the Closing Date pursuant to the terms of this
Agreement shall
have been duly performed and complied with and all of the
representations and
warranties of the Seller under this Agreement shall be true and
correct in all
material respects as of the Closing Date, and no event shall have
occurred as of
the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of the
Seller substantially in the form of Exhibit D.
(b) The
Purchaser shall have received the following additional closing
documents:
(i) copies of the Seller's articles of association and memorandum
of
association, certified as of a recent date by the General Counsel
of the
Seller;
(ii) an original or copy of a certificate of corporate existence
of
the Seller
issued by the State of New York Banking Department 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 duly licensed and authorized to transact
business in the State of New York as a branch of a foreign bank
under Article V of the Banking Law 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 the
Term Sheet (as defined in the Indemnification Agreement), or items
similar to
the Term Sheet, 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, Eurohypo AG, New
York Branch,
1114 Avenue of the Americas, 29th Floor, New York, New York 10036,
Attention:
Daniel Vinson, fax number: (212) 479-5800 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/ Dennis
Schuh
---------------------------------
Name: Dennis Schuh
Title: Executive Director
EUROHYPO AG, NEW YORK BRANCH,
as Seller
By: /s/ Daniel
Vinson
---------------------------------
Name: Daniel Vinson
Title: Managing Director
By: /s/ Nicholas
Manolas
---------------------------------
Name: Nicholas Manolas
Title: Director
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP10
Mortgage Loan Schedule (EHY)
<TABLE>
<CAPTION>
Loan
Loan #
Seller Mortgagor
Name
----------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
3
EHY CESC
Skyline LLC
3.01 EHY
CESC
Skyline LLC
3.02 EHY
CESC
Skyline LLC
3.03 EHY
CESC
Skyline LLC
3.04 EHY
CESC
Skyline LLC
3.05 EHY
CESC
Skyline LLC
3.06 EHY
CESC
Skyline LLC
3.07 EHY
CESC
Skyline LLC
3.08 EHY
CESC
Skyline LLC
5
EHY
Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT
Owner LLC, Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.01 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.02 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.03 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.04 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.05 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.06 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.07 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.08 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.09 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
5.10 EHY
Industrial
CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC,
Industrial HPM Owner LLC,
Industrial Memphis International Owner LLC, Industrial MS Logistec
Owner LLC, Industrial Rickenbacker III
Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands
Owner LLC
6
EHY
Augusta Mall, LLC, Augusta Mall Anchor Acquisition, LLC
7
EHY
Maguire Partners-Solana Limited Partnership
45 EHY
Arches
Apartment Homes, LLC
54 EHY
Salva
Delaware, LLC
73 EHY
Old Mill
Meier, LLC/Shefflin Old Mill, LLC
73.01 EHY
Old Mill
Meier, LLC/Shefflin Old Mill, LLC
73.02 EHY
Old Mill
Meier, LLC/Shefflin Old Mill, LLC
73.03 EHY
Old Mill
Meier, LLC/Shefflin Old Mill, LLC
74 EHY
Fountains
Title Holder, L.L.C.
121 EHY
Direct
Invest - 80 Lancaster, LLC, Direct Invest - 80 Lancaster 1, LLC,
Direct Invest - 80 Lancaster 2, LLC,
Direct Invest - Lancaster 3, LLC, Direct Invest - 80 Lancaster 4,
LLC
135 EHY
Guardian
Fund II - Riverview LLC
139 EHY
GRI Cedar
Park LLC
145 EHY
VR Legacy
at Wesleyan Limited Partnership
155 EHY
59th
Ferry, LLC, 42nd Ashland, LLC
155.01 EHY 59th Ferry, LLC, 42nd
Ashland, LLC
155.02 EHY 59th Ferry, LLC, 42nd
Ashland, LLC
187 EHY
Brighton
Underground Garage II, LLC
196 EHY
Crosby
Retail Haleku'AI LLC
203 EHY Halsted New City
Financial, L.L.C.
212 EHY
Fog
Properties, LLC
<CAPTION>
Loan # Property Address
City
State Zip Code
County
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
3
Various
Falls Church
VA
22041
Fairfax
3.01 5107
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.02 5275
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.03 5109
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.04 5111
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.05 5205
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.06 5113
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.07 5203
Leesburg Pike
Falls Church
VA
22041
Fairfax
3.08 5201
Leesburg Pike
Falls Church
VA
22041
Fairfax
5
Various
Various
Various Various
Various
5.01 437
Sanford Road
La
Vergne
TN
37086
Rutherford
5.02 2190
Creekside Parkway
Lockbourne
OH
43137
Franklin
5.03 5200
Tradeport Drive
Memphis
TN
38141 Shelby
5.04 3399 East
Raines Road
Memphis
TN
38118 Shelby
5.05 221 Hanson
Way
Woodland
CA
95776 Yolo
5.06 6005
Freeport Avenue
Memphis
TN
38141 Shelby
5.07 2222 East
Beamer Street
Woodland
CA
95776 Yolo
5.08 2250
Spiegel Drive
Groveport
OH
43125
Franklin
5.09 4550
Swinnea Road
Memphis
TN
38118 Shelby
5.10 3400
Southpark Place
Grove City
OH
43123
Franklin
6 3450
Wrightsboro Road
Augusta
GA
30909
Richmond
7 5
Village Circle and State Highway 114 at Kirkwood Boulevard
Westlake
TX
76262
Tarrant
45 1235
Wildwood Avenue
Sunnyvale
CA
94089 Santa
Clara
54 546
Broadway
New York
NY
10012 New
York
73
Various
Salt Lake City UT
84121 Salt
Lake
73.01 6415 South 3000
East
Salt Lake City UT
84121 Salt
Lake
73.02 6550 South 3000
East
Salt Lake City UT
84121 Salt
Lake
73.03 6405 South 3000
East
Salt Lake City UT
84121 Salt
Lake
74 5175
Cinderlane Parkway
Orlando
FL
32808
Orange
121 80 West
Lancaster Avenue
Devon
PA
19333
Chester
135 6196 Oxon
Hill Road
Oxon Hill
MD
20745 Prince
George's
139 264 Cedar
Lane
Vienna
VA
22180
Fairfax
145 1800
Wesleyan Drive
Macon
GA
31210 Bibb
155 Various
Various
IL
Various Various
155.01 4200 South
Ashland Avenue
Chicago
IL
60609 Cook
155.02 4 South 120
Route 59
Naperville
IL
60555 DuPage
187 90 Oceana
Drive East and 90 Oceana Drive West
Brooklyn
NY
11235 Kings
196 14041 FM
2100 Road
Crosby
TX
77532 Harris
203 7900 South
Halsted Street
Chicago
IL
60620 Cook
212 4055 West
Peterson Avenue
Chicago
IL
60646 Cook
<CAPTION>
Interest
Net Mortgage
Loan # Property
Name
Size
Measure
Rate (%)
Interest Rate
------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
3
Skyline
2566783
Square Feet 5.74300
5.72261
3.01 One
Skyline Tower
473350
Square Feet 5.74300
5.74300
3.02 Seven
Skyline Place
402824
Square Feet 5.74300
5.74300
3.03 Six
Skyline Place
308533
Square Feet 5.74300
5.74300
3.04 Five
Skyline Place
298468
Square Feet 5.74300
5.74300
3.05 One
Skyline Place
275492
Square Feet 5.74300
5.74300
3.06 Four
Skyline Place
267651
Square Feet 5.74300
5.74300
3.07 Two
Skyline Place
270679
Square Feet 5.74300
5.74300
3.08
Three Skyline Place
269786
Square Feet 5.74300
5.74300
5
StratReal Industrial Portfolio II
5003066
Square Feet 5.59600
5.57561
5.01
Mid-South Logistec Center VI
770000
Square Feet 5.59600
5.59600
5.02
Continental Tire
766571
Square Feet 5.59600
5.59600
5.03 HP
Memphis (Hewlett-Packard)
625000
Square Feet 5.59600
5.59600
5.04
Centerpoint II
400000
Square Feet 5.59600
5.59600
5.05
Woodland Industrial Hanson Way
400000
Square Feet 5.59600
5.59600
5.06 CIC
Memphis (Chickasaw Ind. Ctr.)
550000
Square Feet 5.59600
5.59600
5.07
Woodland Industrial E. Beamer
400000
Square Feet 5.59600
5.59600
5.08
Rickenbacker III
344220
Square Feet 5.59600
5.59600
5.09
Memphis International
337655
Square Feet 5.59600
5.59600
5.10
South Park 9
409620
Square Feet 5.59600
5.59600
6
Augusta Mall
470717
Square Feet 5.48800
5.46761
7
Solana
1874975
Square Feet 6.10300
6.08261
45
Arches
410
Units
5.47700
5.45661
54
546 Broadway
93600 Square Feet
5.52000
5.49961
73
Old Mill Portfolio
131808
Square Feet 5.62200
5.60161
73.01 Old Mill
Business Center II
60621 Square Feet
5.62200
5.62200
73.02 Old Mill
Village
36501 Square Feet
5.62200
5.62200
73.03 Old Mill
Business Center I
34686 Square Feet
5.62200
5.62200
74
Fountain Apartments
552
Units
5.46000
5.43961
121 80
West Lancaster Avenue
52400 Square Feet
5.84000
5.81961
135
Riverview Office Bulding
69823 Square Feet
5.66500
5.64461
139
Cedar Park Shopping Center
75699 Square Feet
5.53500
5.51461
145
Legacy at Wesleyan
200
Units
5.80000
5.77961
155
LaSalle Bank Branch Portfolio
12000 Square Feet
5.77000
5.74961
155.01 LaSalle
Bank-4200 South Ashland
6000
Square Feet 5.77000
5.77000
155.02 LaSalle
Bank-Route 59
6000
Square Feet 5.77000
5.77000
187
Oceana Garage
524
Spaces
5.69900
5.67861
196
Crosby Center
24090 Square Feet
5.81500
5.79461
203
LaSalle Bank Branch
5000
Square Feet 5.77000
5.74961
212 4055
West Peterson Avenue
31915 Square Feet
6.10500
6.08461
<CAPTION>
Maturity/ARD
Amort.
Rem.
Monthly Debt
Loan # Original
Balance Cutoff
Balance Term
Rem. Term
Date
Term
Amort. Service
-------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C> <C>
<C> <C>
<C>
3
203,400,000
203,400,000 120
119
02/01/17
0
0
986,958
3.01
40,410,000
40,410,000
120
119
02/01/17
0
0
3.02
30,240,000
30,240,000
120
119
02/01/17
0
0
3.03
24,570,000
24,570,000
120
119
02/01/17
0
0
3.04
23,610,000
23,610,000
120
119
02/01/17
0
0
3.05
21,990,000
21,990,000
120
119
02/01/17
0
0
3.06
21,150,000
21,150,000
120
119
02/01/17
0
0
3.07
21,000,000
21,000,000
120
119
02/01/17
0
0
3.08
20,430,000
20,430,000
120
119
02/01/17
0
0
5
186,000,000
186,000,000 120
118
01/11/17
0
0
879,427
5.01
34,926,587
34,926,587
120
118
01/11/17
0
0
5.02
24,401,001
24,401,001
120
118
01/11/17
0
0
5.03
22,953,874
22,953,874
120
118
01/11/17
0
0
5.04
17,394,239
17,394,239
120
118
01/11/17
0
0
5.05
17,188,803
17,188,803
120
118
01/11/17
0
0
5.06
16,943,477
16,943,477
120
118
01/11/17
0
0
5.07
16,628,001
16,628,001
120
118
01/11/17
0
0
5.08
13,949,378
13,949,378
120
118
01/11/17
0
0
5.09
12,951,968
12,951,968
120
118
01/11/17
0
0
5.10
8,662,671
8,662,671
120
118
01/11/17
0
0
6
175,000,000
175,000,000 60
56
11/11/11
0
0
811,449
7
140,000,000
140,000,000 84
81
12/11/13
0
0
721,906
45
65,000,000
65,000,000 60
58
01/11/12
0
0
300,791
54
46,000,000
46,000,000
120
120
03/11/17
360 360
261,760
73
26,650,000
26,650,000
120
120
03/06/17
0
0
126,589
73.01
10,884,084
10,884,084
120
120
03/06/17
0
0
73.02
8,883,333
8,883,333
120 120
03/06/17
0
0
73.03
6,882,583
6,882,583
120
120
03/06/17
0
0
74
26,000,000
26,000,000 60
58
01/11/12
0
0
119,943
121
11,200,000
11,200,000
120
119
02/11/17
360 360
66,002
135
9,025,000
9,025,000
120
119
02/11/17
360 360
52,181
139
8,250,000
8,250,000 120
119
02/11/17
0
0
38,582
145
7,500,000
7,500,000
120
120
03/11/17
0
0
36,753
155
6,560,000
6,560,000
120
119
02/11/17
360 360
38,366
155.01
3,597,419
3,597,419
120
119
02/11/17
360 360
155.02
2,962,581
2,962,581
120
119
02/11/17
360 360
187
4,300,000
4,300,000
120
120
03/06/17
360 360
24,954
196
3,900,000
3,891,311
120
118
01/11/17
360 358
22,921
203
3,515,000
3,515,000
120
119
02/11/17
360 360
20,557
212
2,960,000
2,960,000
120
120
03/11/17
360 360
17,947
<CAPTION>
Loan #
Servicing Fee Rate Accrual Type
ARD (Y/N)
ARD Step Up (%)
Title Type
Crossed Loan Originator/Loan
Seller
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
3
0.02000
Actual/360
No
Fee
EHY
3.01
0.00000
No
Fee
EHY
3.02
0.00000
No
Fee
EHY
3.03
0.00000
No
Fee
EHY
3.04
0.00000
No
Fee
EHY
3.05
0.00000
No
Fee
EHY
3.06
0.00000
No
Fee
EHY
3.07
0.00000
No
Fee
EHY
3.08
0.00000
No
Fee
EHY
5
0.02000
Actual/360
No
Fee
EHY
5.01
0.00000
No
Fee
EHY
5.02
0.00000
No
Fee
EHY
5.03
0.00000
No
Fee
EHY
5.04
0.00000
No
Fee
EHY
5.05
0.00000
No
Fee
EHY
5.06
0.00000
No
Fee
EHY
5.07
0.00000
No
Fee
EHY
5.08
0.00000
No
Fee
EHY
5.09
0.00000
No
Fee
EHY
5.10
0.00000
No
Fee
EHY
6
0.02000
Actual/360
No
Fee/Leasehold
EHY
7
0.02000
Actual/360
No
Fee
EHY
45
0.02000
Actual/360
No
Fee
EHY
54
0.02000
Actual/360
No
Fee
EHY
73
0.02000
Actual/360
No
Fee
EHY
73.01
0.00000
No
Fee
EHY
73.02
0.00000
No
Fee
EHY
73.03
0.00000
No
Fee
EHY
74
0.02000
Actual/360
No
Fee
EHY
121
0.02000
Actual/360
No
Fee
EHY
135
0.02000
Actual/360
No
Fee
EHY
139
0.02000
Actual/360
No
Fee
EHY
145
0.02000
Actual/360
No
Fee
EHY
155
0.02000
Actual/360
No
Fee
EHY
155.01
0.00000
No
Fee
EHY
155.02
0.00000
No
Fee
EHY
187
0.02000
Actual/360
No
Fee
EHY
196
0.02000
Actual/360
No
Fee
EHY
203
0.02000
Actual/360
No
Fee
EHY
212
0.02000
Actual/360
No
Fee
EHY
<CAPTION>
Loan # Guarantor
-------------------------------------------------------------------------------------------------------------
<S>
<C>
3
Vornado Realty L.P.
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
5
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.10
6
General Growth Properties, Inc.
7
Robert F. Maguire III
45
Commingled Pension Trust Fund (Special Situation Property) of
JPMorgan Chase Bank, N.A.
54
Abraham Chetrit
73 Joel
Shefflin, Kenneth Gaynes
73.01
73.02
73.03
74
LaSalle Income and Growth Fund IV
121 Direct
Invest, L.L.C., Richard Previdi, William F. Rand, III, John
Graham
135 Guardian
Realty Fund II Business Trust
139 Global
Retail Investors, LLC
145 Andrew
Stewart, John Foresi
155 Robert S.
Qualkinbush
155.01
155.02
187 Joshua L.
Muss
196 Kenneth
Tanizaki
203 Robert S.
Qualkinbush
212 Barry J.
Bass, Ronald L. Futterman, Michael B. Tarnoff, Louis Kahn, Leon
Lurie, Steve Nasatir
<CAPTION>
Upfront Upfront
Upfront
Upfront
Upfront Upfront
Upfront
Letter of
CapEx
Eng. Envir.
TI/LC
RE Tax
Ins.
Other
Loan #
Credit
Reserve Reserve
Reserve
Reserve
Reserve Reserve
Reserve
--------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
3
No
0.00
0.00 0.00
0.00
0.00
0.00
0.00
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
5
6,000,000.0
0.00
0.00 0.00
85,976.00
143,459.00
606,607.46
21,135.99
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.10
6
No
0.00
0.00 0.00
0.00
0.00
0.00
0.00
7
No
400,000.00
0.00 0.00
39,638,796.00
592,000.00
79,000.00
21,000,000.00
45
No
0.00
0.00 0.00
0.00
0.00
0.00
2,600,000.00
54
No
1,073.25
0.00 0.00
0.00 129,010.85
41,318.00
1,000,000.00
73
No
1,672.00
0.00 0.00
400,000.00
109,402.00
6,391.00
300,000.00
73.01
73.02
73.03
74
No
0.00
0.00 0.00
0.00
0.00
0.00
0.00
121
No
436.67
0.00 0.00
300,000.00
0.00
10,482.96
0.00
135
No
1,685.55
12,467.00 0.00
0.00
58,333.31 5,725.44
0.00
139
No
0.00
0.00
0.00
0.00
30,313.74
0.00
0.00
145
No
900,000.00
0.00 0.00
0.00
52,458.48
10,620.75
0.00
155
No
0.00
0.00 0.00
0.00
0.00
0.00
0.00
155.01
No
155.02
No
187
No
1,091.66
0.00 0.00
0.00
44,364.00 2,468.00
0.00
196
No
200.75
0.00 0.00
1,204.50 9,551.78
2,935.68
0.00
203
No
0.00
0.00 0.00
0.00
0.00
0.00
0.00
212
No
521.00 10,000.00
0.00
3,255.00
24,020.50 1,132.00
0.00
<CAPTION>
Loan #
Monthly Capex Reserve Monthly Envir. Reserve
Monthly
TI/LC Reserve Monthly RE Tax Reserve
Monthly
Ins. Reserve
-----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
3
0.00
0.00
0.00
0.00
0.00
3.01
3.02
3.03
3.04
3.05
3.06
3.07
3.08
5
0.00
0.00
59135.00
142453.00
75825.93
5.01
5.02
5.03
5.04
5.05
5.06
5.07
5.08
5.09
5.10
6
0.00
0.00
0.00
0.00
0.00
7
31250.00
0.00
132809.00
250000.00
36533.00
45
0.00
0.00
0.00
0.00
0.00
54
1073.25
0.00
0.00
25802.17
4131.75
73
1672.00
0.00
0.00
21880.42
2130.00
73.01
73.02
73.03
74
0.00
0.00
0.00
0.00
0.00
121
436.67
0.00
0.00
0.00
873.58
135
1685.55
0.00
0.00
8333.33
817.92
139
0.00
0.00
0.00
10104.58
0.00
145
4167.00
0.00
0.00
8743.08
3540.25
155
0.00
0.00
0.00
0.00
0.00
155.01
155.02
187
1091.66
0.00
0.00
14788.00
2468.00
196
200.75
0.00
1204.50
4775.89
733.92
203
0.00
0.00
0.00
0.00
0.00
212
521.00
0.00
3255.00
3431.50
566.00
<CAPTION>
Loan # Monthly Other
Reserve
Grace Period Lockbox In-place
Property
Type
Defeasance Permitted
--------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
3
0.00
3 Yes
Office
Yes
3.01
3
Office
3.02
3
Office
3.03
3
Office
3.04
3
Office
3.05
3
Office
3.06
3
Office
3.07
3
Office
3.08
3
Office
5
9567.99
0 Yes
Industrial
Yes
5.01
0
Industrial
5.02
0
Industrial
5.03
0
Industrial
5.04
0
Industrial
5.05
0
Industrial
5.06
0
Industrial
5.07
0
Industrial
5.08
0
Industrial
5.09
0
Industrial
5.10
0
Industrial
6
0.00
0 Yes
Retail
Yes
7
0.00
0 Yes
Mixed Use
Yes
45
0.00
0 Yes
Multifamily
Yes
54
0.00
0 No
Mixed Use
Yes
73
0.00
0 No
Various
Yes
73.01
0
Office
73.02
0
Retail
73.03
0
Office
74
0.00
0 No
Multifamily
Yes
121
0.00
0
Yes
Office
Yes
135
0.00
0 No
Office
Yes
139
0.00
0 No
Retail
No
145
0.00
0 No
Multifamily
Yes
155
0.00
0 Yes
Retail
Yes
155.01
0
Retail
155.02
0
Retail
187
0.00
0 No
Parking Garage Yes
196
0.00
0 Yes
Retail
Yes
203
0.00
0 Yes
Retail
Yes
212
0.00
0 No
Industrial
Yes
<CAPTION>
Loan # Interest Accrual
Period
Loan Group
Final Maturity Date Remaining Amortization Term
for Balloon Loans
-----------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
3
Actual/360
1
3.01
1
3.02
1
3.03
1
3.04
1
3.05
1
3.06
1
3.07
1
3.08
1
5
Actual/360
1
5.01
1
5.02
1
5.03
1
5.04
1
5.05
1
5.06
1
5.07
1
5.08
1
5.09
1
5.10
1
6
Actual/360
3
7
Actual/360
3
45
Actual/360
3
54
Actual/360
1
360
73
Actual/360
1
73.01
1
73.02
1
73.03
1
74
Actual/360
3
121 Actual/360
1
360
135 Actual/360
1
360
139 Actual/360
1
145 Actual/360
2
155 Actual/360
1
360
155.01
1
360
155.02
1
360
187 Actual/360
1
360
196 Actual/360
1
360
203 Actual/360
1
360
212 Actual/360
1
360
</TABLE>
<PAGE>
EXHIBIT B
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
(1) No Mortgage Loan is 30 days or more delinquent in payment
of
principal and interest (without giving effect to any applicable
grace period in
the related Mortgage Note) and no Mortgage Loan has been 30 days or
more
(without giving effect to any applicable grace period in the
related Mortgage
Note) past due.
(2) Except with respect to the ARD Loans, which provide that the
rate
at which interest accrues thereon increases after the Anticipated
Repayment
Date, the Mortgage Loans (exclusive of any default interest, late
charges or
prepayment premiums) are fixed rate mortgage loans with terms to
maturity, at
origination or as of the most recent modification, as set forth in
the Mortgage
Loan Schedule.
(3
