EXHIBIT 10.1
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
JPMORGAN CHASE BANK, N.A.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of March 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP10
<PAGE>
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 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
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. On the Closing Date, the Seller shall also deliver
to the
Depositor an amount equal to $760,668.76, which amount represents
the aggregate
amount of interest that would have accrued at the related Mortgage
Rates on the
applicable Mortgage Loans commencing March 1, 2007 for those
Mortgage Loans that
do not have a Due Date in April 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-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
$1,577,934,741.23 (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 a nationalt 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 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, 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/ Dennis Schuh
------------------------------------
Name: Dennis Schuh
Title: Executive Director
JPMORGAN CHASE BANK, N.A., as Seller
By: /s/ Dennis Schuh
------------------------------------
Name: Dennis Schuh
Title: Executive Director
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<PAGE>
JPMCC 2007-LDP10
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Loan # Loan Seller Mortgagor Name
------------------------------------------------------------------------------------------------------------
<S> <C>
<C>
2 JPMCB
BP 599 Lexington Avenue LLC
4 JPMCB
Lafayette Buildings, LLC
4.01 JPMCB
Lafayette Buildings, LLC
4.02 JPMCB
Lafayette Buildings, LLC
4.03 JPMCB
Lafayette Buildings, LLC
4.04 JPMCB
Lafayette Buildings, LLC
4.05 JPMCB
Lafayette Buildings, LLC
4.06 JPMCB
Lafayette Buildings, LLC
4.07 JPMCB
Lafayette Buildings, LLC
4.08 JPMCB
Lafayette Buildings, LLC
4.09 JPMCB
Lafayette Buildings, LLC
8 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
9 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
10 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
11 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
12 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
13 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
14 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
15 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
16 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
17 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
18 JPMCB
CRP-2 Holdings CC, L.P.; CRP-2 Holdings Tall Oaks, LLC
19 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.01 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.02 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.03 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.04 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.05 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.06 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.07 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.08 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.09 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.10 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.11 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.12 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
19.13 JPMCB
Centro Heritage SPE 5 LLC, Centro Bradley SPE 5 LLC, Centro Bradley
Fairview Corners
20 JPMCB
Southland Mall Properties LLC
25 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
25.01 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
25.02 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
25.03 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
25.04 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
25.05 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
25.06 JPMCB
Osprey Lakeview LLC; Osprey Palm Court LLC; Osprey Tampa Oaks, LLC;
Osprey-Lakewood
44 JPMCB
Hamptons Germantown I, LLC and Hamptons Germantown II, LLC
46 JPMCB
CRP Holdings C, L.P., CRP Holdings Kingsley, L.P.
47 JPMCB
CRP Holdings C,
L.P., CRP Holdings Kingsley, L.P.
48 JPMCB
CRP Holdings C, L.P., CRP Holdings Kingsley, L.P.
49 JPMCB
CRP Holdings C, L.P., CRP Holdings Kingsley, L.P.
55 JPMCB
Macerich SanTan Phase 2 SPE LLC
58 JPMCB
Silverado Ranch Plaza LLC
59 JPMCB
RPI Bryant Irvin Ltd.
60 JPMCB
RREEF AMERICA REIT III CORP. GG2
61 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.01 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.02 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.03 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.04 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.05 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.06 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.07 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.08 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.09 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.10 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.11 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.12 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
<CAPTION>
Loan # Loan Seller Mortgagor Name
------------------------------------------------------------------------------------------------------------
<S> <C>
<C>
2
4
4.01
4.02
4.03
4.04
4.05
4.06
4.07
4.08
4.09
8
9
10
11
12
13
14
15
16
17
18
19
19.01
19.02
19.03
19.04
19.05
19.06
19.07
19.08
19.09
19.10
19.11
19.12
19.13
20
25
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
25.01
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
25.02
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
25.03
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
25.04
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
25.05
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
25.06
Ranch Properties LLC; Osprey Westlake, LLC; Osprey Orion Center
LLC
44
46
47
48
49
55
58
59
60
61
61.01
61.02
61.03
61.04
61.05
61.06
61.07
61.08
61.09
61.10
61.11
61.12
<CAPTION>
Loan # Loan Seller Mortgagor Name
------------------------------------------------------------------------------------------------------------
<S> <C>
<C>
61.13 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.14 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.15 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.16 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.17 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.18 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.19 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
61.20 JPMCB
Art Mortgage Borrower Propco 2006-2 L.P., Art Mortgage Borrower
Opco 2006-2 L.P.
62 JPMCB
Continental 1700 Rosecrans Corporation
66 JPMCB
San Jose Office Investments, L.P.
75 JPMCB
UCV Media Tech Center, LLC
77 JPMCB
PK I Palomar Village SC LP
78 JPMCB
Denver Hotel Teatro, LLC
100 JPMCB
Park Place Apartments, LLP
102 JPMCB
PK III Canyon Square Plaza LP
106 JPMCB
785 Market Street LLC
112 JPMCB
Brownstown Shopping Plaza LLC
117 JPMCB
Chula Vista MOB, LLC
123 JPMCB
Regency Seymour LLC
129 JPMCB
Howell Avenue Enterprises Limited Partnership
144 JPMCB
Mequon Joint Venture, LLC
146 JPMCB
Durango & Elkhorn Bldg A, LLC
149 JPMCB
MANARGO LLC
159 JPMCB
Cole DK Amherst NY, LLC
164 JPMCB
Greenhaven
Investors, A California Limited Partnership
165 JPMCB
Cooper's Landing #2-JP, LLC
166 JPMCB
BC/TIBEX Plaza, L.P.
170 JPMCB
ParkBrooke Office Partners, L.P.
172 JPMCB
Dallas Fitness Investors #1, L.P.
177 JPMCB
Courtyard Apartments, LLC
180 JPMCB
Waukesha Investors, LLC
186 JPMCB
Tates Creek South Partnership, Ltd.
192 JPMCB
Del Rey Properties LLC
197 JPMCB
Brown's Point Center Associates, LLC
199 JPMCB
South 31st Street, LLC
208 JPMCB
Tab 250, Ltd.
213 JPMCB
Foxwood Village Apartments, L.L.C.
214 JPMCB
Esshaki Properties, Inc.
218 JPMCB
Mequon Joint Venture, LLC
223 JPMCB
Meadow Ridge Partners, L.L.C.
224 JPMCB
2020 Howell Avenue Enterprises Limited Partnership
225 JPMCB
Lara Springs, Ltd.
227 JPMCB
Somerset Partners, LLC
228 JPMCB
Amera Realty, Ltd.
229 JPMCB
Conklin, L.L.C.
<CAPTION>
Loan
# Property
Address
City
State Zip Code
County
--------------------------------------------------------------------------------------------------------------------
<S> <C>
<C>
<C> <C>
<C>
2 599 Lexington
Avenue
New York
NY
10022 New York
4 Various
Alexandria
VA 22311
Alexandria
City
4.01 4825 Mark Center Drive
Alexandria
VA 22311
Alexandria
City
4.02 4900 Seminary Road
Alexandria
VA 22311
Alexandria
City
4.03 1701 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
4.04 2000 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
4.05 1900 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
4.06 1600 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
4.07 1800 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
4.08 1500 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
4.09 1700 North Beauregard Street
Alexandria
VA 22311
Alexandria
City
8 700, 730, 760,
790 Northwest 107th Avenue
Miami
FL 33172
Miami-Dade
9 1440 Bridge Gate
Drive
Diamond Bar
CA 91765
Los Angeles
10 7701 Southern Drive
Springfield
VA 22150
Fairfax
11 4343 Rosemeade Parkway
Dallas
TX 75287
Collin
12 8055, 8075, 8125, 8145
Troon Circle
Austell
GA 30168
Cobb
13 11411-11601 Southeast
Foster Road
Portland
OR 97266
Multnomah
14 16600 Table Mountain
Parkway
Golden
CO 80403
Jefferson
15 12040 North Shore
Drive
Reston
VA 20190
Fairfax
16 65 Sunnyslope Avenue
Tewksbury
MA 01876
Middlesex
17 82 South Street
Hopkinton
MA 01748
Middlesex
18 19 Technology Drive
Auburn
MA 01501
Worcester
19 Various
Various
Various Various
Various
19.01 5620-6602
Crawfordsville Road
Speedway
IN 46224
Marion
19.02 401-581
East Roosevelt Road
Lombard
IL
60148
DuPage
19.03 400 &
404 Harrison Bridge Road
Simpsonville SC
29680
Greenville
19.04 5115
Burning Tree Road
Duluth
MN 55811
St. Louis
19.05 9930 Linn
Station Road
Louisville
KY 40222
Jefferson
19.06 13610
North Meridian Street
Carmel
IN 46032
Hamilton
19.07 1016
Sagamore Parkway West
West Lafayette IN 47906
Tippecanoe
19.08 3501 West
Broadway Avenue
Robbinsdale
MN 55422
Hennepin
19.09 1135
Larpenteur Avenue West
Roseville
MN 55113
Ramsey
19.10 840-916
South 291 Highway
Liberty
MO 64068
Clay
19.11 4300
Central Avenue NE
Columbia Heights
MN 55421
Anoka
19.12 2001 5th
Street
Silvis
IL 61282
Rock Island
19.13 1058
Milwaukee Avenue
Burlington
WI 53105
Racine
20 20505 South Dixie
Highway
Miami
FL 33189
Miami-Dade
25 Various
Various
FL
Various Various
25.01 9009-9119
Corporate Lake Drive
Tampa
FL 33634
Hillsborough
25.02 12802
Tampa Oaks Boulevard
Tampa
FL 33637
Hillsborough
25.03 9000 Town
Center Parkway
Bradenton
FL 34202
Manatee
25.04 8875
Hidden River Parkway
Tampa
FL 33637
Hillsborough
25.05 3001 North
Rocky Point Drive East
Tampa
FL 33607
Hillsborough
25.06 8600
Hidden River Parkway
Tampa
FL 33637
Hillsborough
44 19757 Crystal Rock
Drive
Germantown
MD 20874
Montgomery
46 8200 Lehigh Avenue
Morton Grove IL
60053
Cook
47 5601 West Howard
Street
Niles
IL 60714
Cook
48 14502 & 14504
Greenview Drive
Laurel
MD 20708
Prince
Georges
49 2601 West Kingsley
Garland
TX 75041
Dallas
55 2697-2817 South Market
Street
Gilbert
AZ 85296
Maricopa
58 9755 South Eastern
Avenue
Las Vegas
NV 89183
Clark
59 4608-4750 Bryant Irvin
Road and 6001-6125 Loop 820 Southwest Fort Worth
TX 76115
Tarrant
60 3100 Lomita Boulevard
Torrance
CA 90505
Los Angeles
61 Various
Various
Various Various
Various
61.01 755 East
1700 South Street
Clearfield
UT 84015
Davis
61.02 2641
Stephenson Drive
Murfreesboro TN
37133
Rutherford
61.03 720 West
Juniper Street
Connell
WA 99326
Franklin
61.04 545 Radio
Station Road
Strasburg
VA 22657
Shenandoah
61.05 10300
Southeast Third Street
Amarillo
TX 79118
Potter
61.06 121
Roseway Drive
Thomasville
GA 31792
Thomas
61.07 1651 South
Airport Road
West Memphis AR
72301
Crittenden
61.08 203
Industrial Boulevard
Russellville AR
72802
Pope
61.09 264
Farrell Road
Syracuse
NY 13209
Onondaga
61.10 1740
Westgate Parkway
Atlanta
GA 30336
Fulton
61.11 1524
Necedah Road
Babcock
WI
54413
Wood
61.12 #N/A
#N/A
#N/A
#N/A
#N/A
<CAPTION>
Loan
# Property Address
City
State
Zip Code County
------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
<C>
<C>
<C>
<C>
61.13 #N/A
#N/A
#N/A
#N/A
#N/A
61.14 #N/A
#N/A
#N/A
#N/A
#N/A
61.15 #N/A
#N/A
#N/A
#N/A
#N/A
61.16 #N/A
#N/A
#N/A
#N/A
#N/A
61.17 #N/A
#N/A
#N/A
#N/A
#N/A
61.18 #N/A
#N/A
#N/A
#N/A
#N/A
61.19 #N/A
#N/A
#N/A
#N/A
#N/A
61.20 #N/A
#N/A
#N/A
#N/A
#N/A
62 1700 Rosecrans Avenue
Manhattan Beach
CA
90266
Los Angeles
66 560 South Winchester
Boulevard
San Jose
CA
95128
Santa Clara
75 2702, 2705, 2709 &
2710 Media Center Drive Los
Angeles
CA
90065
Los Angeles
77 30520-30690 Rancho
California Road
Temecula
CA
92591
Riverside
78 1100 14th Street
Denver
CO
80202
Denver
100 2707-2747 Park Place
Lane
Janesville
WI
53545
Rock
102 18507 - 18597 Soledad
Canyon Road
Santa Clarita
CA
91351
Los Angeles
106 785 Market Street
San Francisco
CA
94103
San Francisco
112 23849 West Road
Brownstown
MI
48134
Wayne
117 480 4th Avenue
Chula Vista
CA
91910
San Diego
123 1224 and 1523 East
Tipton Street
Seymour
IN
47274
Jackson
129 2100 and 2120 East
Howell Avenue
Anaheim
CA
92806
Orange
144 6000-6140 West
Executive Drive
Mequon
WI
53092
Ozaukee
146 7175 North Durango
Drive
Las Vegas
NV
89149
Clark
149 8872 McGaw Road
Columbia
MD
21045
Howard
159 281 Meyer Road
Amherst
NY
14226
Erie
164 7311 Greenhaven Drive
Sacramento
CA
95831
Sacramento
165 5001 Cooper's Landing
Drive
Kalamazoo
MI
49004
Kalamazoo
166 800-900 South Main
Street
Keller
TX
76248
Tarrant
170 300 ParkBrooke Place
Woodstock
GA
30189
Cherokee
172 2807 West Interstate
20
Grand Prairie
TX
75052
Tarrant
177 1988 Davis Drive
Belvidere
IL
61008
Boone
180 1900 & 2000
Pewaukee Road
Waukesha
WI
53188
Waukesha
186 4220-4240 Saron Drive
Lexington
KY
40515
Fayette
192 800 South Main Street
Burbank
CA
91506
Los Angeles
197 1000 Town Centre
Northeast
Tacoma
WA
98422
Pierce
199 4820 31st Street South
Arlington
VA
22206
Arlington
208 250-290 North Federal
Highway
Fort Lauderdale
FL
33301
Broward
213 3803 Sage Drive
Rockford
IL
61114
Winnebago
214 200 West 12 Mile Road
Madison Heights
MI
48071
Oakland
218 7301 West Dean Road,
8331 North Steven Road Milwaukee
WI
53223
Milwaukee
223 1121 North McIntosh
Road
Norfolk
NE
68701
Madison
224 2020 East Howell
Avenue
Anaheim
CA
92806
Orange
225 10193 North West 31st
Street
Coral Springs
FL
33065
Broward
227 1020 North Main Street
Rockford
IL
61103
Winnebago
228 2465-2485 North
University Drive
Coral Springs
FL
33065
Broward
229 2525 Conklin Drive
Rockford
IL
61101
Winnebago
<CAPTION>
Loan
Interest
Net Mortgage
Original
Cutoff
# Property Name
Size
Measure
Rate (%)
Interest Rate Balance
Balance
------------------------------------------------------------------------------------------------------------------------------------
<C> <C>
<C>
<C>
<C>
<C>
<C>
<C>
2 599 Lexington
Ave
1030309 Square
Feet 5.49300
5.47261
225,000,000
225,000,000
4 Lafayette
Property Trust
839469
Square Feet 5.32300
5.30261
203,250,000
203,250,000
4.01 4825 Mark Center Drive
216482
Square Feet 5.32300
5.32300
64,392,204
64,392,204
4.02 4900 Seminary Road
199005
Square Feet 5.32300
5.32300
44,942,814
44,942,814
4.03 1701 N Beauregard St.
119088
Square Feet 5.32300
5.32300
34,404,499
34,404,499
4.04 2000 N. Beauregard St.
96411
Square Feet 5.32300
5.32300
20,379,241
20,379,241
4.05 1900 N Beauregard St
52761
Square Feet 5.32300
5.32300
9,530,976
9,530,976
4.06 1600 N. Beauregard St
51750
Square Feet 5.32300
5.32300
9,221,025
9,221,025
4.07 1800 N. Beauregard St
52716
Square Feet 5.32300
5.32300
8,368,662
8,368,662
4.08 1500 N. Beauregard St
36276
Square Feet
5.32300 5.32300
7,206,347
7,206,347
4.09 1700 N. Beauregard St
14980
Square Feet 5.32300
5.32300
4,804,232
4,804,232
8 Lennar Corporate
Center
283196
Square Feet 5.46600
5.44561
33,600,000
33,600,000
9 Pacifica Trenton
134858
Square Feet 5.46600
5.44561
22,800,000
22,800,000
10 7701 Southern Drive
251178
Square Feet 5.46600
5.44561
17,400,000
17,400,000
11 AMLI on the Parkway
240
Units
5.46600 5.44561
13,500,000
13,500,000
12 Woodlands at Riverside
528856
Square Feet 5.46600
5.44561
12,360,000
12,360,000
13 Foster Road
267914
Square Feet 5.46600
5.44561
11,250,000
11,250,000
14 Table Mountain
261825
Square Feet 5.46600
5.44561
9,240,000
9,240,000
15 Tall Oaks
71953
Square Feet 5.46600
5.44561
6,660,000
6,660,000
16 Boston Industrial -
Tewksbury
153641
Square Feet 5.46600
5.44561
6,060,000
6,060,000
17 Boston Industrial -
Hopkinton
70600
Square Feet 5.46600
5.44561
3,120,000
3,120,000
18 Boston Industrial -
Auburn
51200
Square Feet 5.46600
5.44561
2,280,000
2,280,000
19 Centro Heritage
Portfolio V
2263247 Square
Feet 5.38700
5.36661
129,235,662
129,235,662
19.01 Speedway
Superstore
564279
Square Feet 5.38700
5.38700
29,150,000
29,150,000
19.02 High Point
Centre
239892
Square Feet 5.38700
5.38700
16,870,000
16,870,000
19.03 Fairview
Corners
131002
Square Feet 5.38700
5.38700
12,400,000
12,400,000
19.04 Burning
Tree Plaza
182969
Square Feet 5.38700
5.38700
11,480,000
11,480,000
19.05 Plainview
Village Center
164367
Square Feet 5.38700
5.38700
10,080,000
10,080,000
19.06 Meridian
Village
130774
Square Feet 5.38700
5.38700
8,380,000
8,380,000
19.07 Sagamore
Park Centre
118436
Square Feet 5.38700
5.38700
6,850,000
6,850,000
19.08 Terrace
Mall
135031
Square Feet 5.38700
5.38700
6,815,662
6,815,662
19.09 Roseville
Center
76894
Square Feet 5.38700
5.38700
6,090,000
6,090,000
19.10 Liberty
Corners
124858
Square Feet 5.38700
5.38700
5,740,000
5,740,000
19.11 Central
Value Center
126665
Square Feet 5.38700
5.38700
5,200,000
5,200,000
19.12 Twin Oaks
Centre
98197
Square Feet 5.38700 5.38700
5,180,000
5,180,000
19.13 Fox River
Plaza
169883
Square Feet 5.38700
5.38700
5,000,000
5,000,000
20 Southland Mall
663948
Square Feet 6.10450
6.08411
120,500,000
120,500,000
25 Osprey Portfolio
691024
Square Feet 5.61600
5.59561
96,240,000
96,240,000
25.01 West Lake
Corporate Center I & II 171448
Square Feet
5.61600
5.61600
25,600,000
25,600,000
25.02 Tampa Oaks
One
164752
Square Feet 5.61600
5.61600
23,760,000
23,760,000
25.03 Lakewood
Ranch
101312
Square Feet 5.61600
5.61600
16,400,000
16,400,000
25.04 Lake View
at Hidden River
125390
Square Feet 5.61600
5.61600
16,000,000
16,000,000
25.05 Orion
Center
68447
Square Feet 5.61600
5.61600
8,320,000
8,320,000
25.06 Palm Court
at Hidden River
59675
Square Feet 5.61600
5.61600
6,160,000
6,160,000
44 Hampton at Town Center
768
Units
5.48100 5.46061
65,500,000
65,500,000
46 Morton Rose
516266
Square Feet 5.71710
5.69671
29,824,000
29,824,000
47 Howard Rose
314329
Square Feet 5.71710
5.69671
12,252,000
12,252,000
48 Lakeview at the Greens
143464
Square Feet 5.71710
5.69671
11,612,000
11,612,000
49 2601 West Kingsley
54000
Square Feet 5.71710
5.69671
1,405,000
1,405,000
55 San Tan Village Phase
2
269541
Square Feet 5.32750
5.30711
45,000,000
45,000,000
58 Silverado Ranch
234306
Square Feet 5.49890
5.45851
42,800,000
42,800,000
59 Cityview Centre
374406
Square Feet 5.65600
5.61561
41,500,000
41,500,000
60 Boeing Lomita Campus
572810
Square Feet 5.54600
5.51561
40,000,000
40,000,000
61 AmeriCold Pool 2
5489325 Square
Feet 5.39600
5.37561
35,000,000
35,000,000
61.01 Clearfield
455227
Square Feet 5.39600
5.39600
4,384,000
4,384,000
61.02
Murfreesboro
226423
Square Feet 5.39600
5.39600
3,240,000
3,240,000
61.03 Connell
299776
Square Feet 5.39600
5.39600
2,941,400
2,941,400
61.04 Strasburg
243170
Square Feet 5.39600
5.39600
2,760,000
2,760,000
61.05 Amarillo
163796
Square Feet 5.39600
5.39600
2,494,800
2,494,800
61.06
Thomasville
252419
Square Feet 5.39600
5.39600
2,186,800
2,186,800
61.07 West
Memphis
252075
Square Feet 5.39600
5.39600
1,909,600
1,909,600
61.08
Russellville
270772
Square Feet 5.39600
5.39600
1,886,500
1,886,500
61.09 Syracuse
573183
Square Feet 5.39600
5.39600
1,617,000
1,617,000
61.10 Atlanta
431369
Square Feet
5.39600
5.39600
1,520,000
1,520,000
61.11 Babcock
127260
Square Feet 5.39600
5.39600
1,493,800
1,493,800
61.12 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
<CAPTION>
Loan
Interest
Net Mortgage
Original
Cutoff
# Property Name
Size
Measure
Rate (%)
Interest Rate Balance
Balance
------------------------------------------------------------------------------------------------------------------------------------
<C> <C>
<C>
<C>
<C>
<C>
<C>
<C>
61.13 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.14 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.15 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.16 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.17 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.18 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.19 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.20 #N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
62 Northrop Grumman
394385 Square
Feet
5.54470
5.52431
35,000,000
35,000,000
66 560 S. Winchester Blvd
100841 Square
Feet
5.93600
5.91561
30,500,000
30,445,495
75 Los Angeles Media Tech
Center
187534 Square
Feet
5.67400
5.65361
25,000,000
25,000,000
77 Kimco PNP - Palomar
Village SC
139130 Square
Feet
5.44550
5.42511
24,600,000
24,600,000
78 Hotel Teatro
111
Rooms
5.49950
5.47911
24,225,000
24,225,000
100 Park Place Apartments
208
Units
5.79200
5.72161
14,150,000
14,150,000
102 Kimco PNP - Canyon
Square Plaza
104134 Square
Feet
5.38550
5.36511
13,800,000
13,800,000
106 785 Market Street
92600 Square
Feet
5.65330
5.61291
13,300,000
13,300,000
112 Brownstown Shopping
Center
98335 Square
Feet
5.46820
5.44781
12,200,000
12,200,000
117 Scripps - Chula Vista
63176 Square
Feet
6.09000
6.06961
11,790,000
11,790,000
123 Jackson Park &
Village Center
261575 Square
Feet
5.90400
5.83361
11,100,000
11,100,000
129 North Stadium Business
Park 1
123272 Square
Feet
5.58400
5.54361
10,040,000
10,040,000
144 Mequon Research Center
1138678 Square Feet
6.01850
5.95811
7,700,000 7,700,000
146 7175 N. Durango Dr.
19980 Square
Feet
5.68950
5.66911
7,250,000 7,250,000
149 McGaw Plaza
22493 Square
Feet
5.88000
5.79961
7,100,000 7,084,349
159 Dicks Sporting Goods -
Amherst NY 55745
Square
Feet
5.62100
5.60061
6,321,000 6,321,000
164 7311 Greenhaven Drive
58514 Square
Feet
5.66100
5.64061
6,000,000 6,000,000
165 Cooper's Landing IIB
96
Units
5.73260
5.71221
6,000,000 6,000,000
166 Bear Creek Plaza
38037 Square
Feet
5.86650
5.84611
6,000,000 6,000,000
170 300 ParkBrooke Place
54592 Square
Feet
5.69500
5.67461
5,925,000 5,925,000
172 LA Fitness - Grand
Prairie
45000 Square
Feet
6.47250
6.44211
5,700,000 5,700,000
177 Courtyard
104
Units
5.84570
5.82531
5,368,000 5,368,000
180 Waukesha Airport
Business Center
82800 Square
Feet
5.96850
5.90811
5,050,000 5,050,000
186 Tates Creek South
Shopping Center 42919
Square
Feet
5.88500
5.77461
4,300,000 4,300,000
192 Disney Office Building
45696 Square
Feet
5.65000
5.62961
4,200,000 4,180,356
197 Browns Point
39974 Square
Feet
5.70500
5.68461
3,850,000
3,850,000
199 Fairlington Office
Park
20000 Square
Feet
5.52000
5.49961
3,750,000 3,750,000
208 Tab 250 Ltd
8000
Square Feet
5.52700
5.45661
3,100,000 3,100,000
213 Foxwood
60
Units
5.84570
5.82531
2,856,000 2,856,000
214 Madison Plaza
17513 Square
Feet
5.91800
5.89761
2,800,000 2,800,000
218 Granville Woods
Business Center
60600 Square
Feet
6.06850
6.00811
2,260,000 2,260,000
223 Meadow Ridge
84
Units
6.26000
6.23961
2,100,000 2,095,649
224 North Stadium Business
Park 2
28149 Square
Feet
5.60730
5.56691
2,000,000 2,000,000
225 Lara Springs
10700 Square
Feet
5.52700
5.45661
1,900,000 1,900,000
227 Somerset
36
Units
5.84570
5.82531
1,208,000 1,208,000
228 University Centre East
5054
Square Feet
5.52700
5.45661
1,200,000 1,200,000
229 Conklin
28
Units
5.84570
5.82531
1,080,000 1,080,000
<CAPTION>
Monthly
Rem. Maturity/
Amort.
Rem.
Debt
Servicing
Loan #
Term
Term ARD Dat
Term
Amort.
Service
Fee Rate
---------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
2
120
120
03/01/17
0
0
1,044,242
0.02000
4
120
120
03/01/17
0
0
914,105
0.02000
4.01
120
120
03/01/17
0
0
0.00000
4.02
120
120
03/01/17
0
0
0.00000
4.03
120
120
03/01/17
0
0
0.00000
4.04
120
120
03/01/17
0
0
0.00000
4.05
120
120
03/01/17
0
0
0.00000
4.06
120
120
03/01/17
0
0
0.00000
4.07
120
120
03/01/17
0
0
0.00000
4.08
120
120
03/01/17
0
0
0.00000
4.09
120
120
03/01/17 0
0
0.00000
8
72
72
04/01/13
0
0
155,174
0.02000
9
84
84
04/01/14
0
0
105,296
0.02000
10
72
72
04/01/13
0
0
80,358
0.02000
11
72
72
04/01/13
0
0
62,347
0.02000
12
72
72
04/01/13 0
0
57,082
0.02000
13
60
60
04/01/12
0
0
51,955
0.02000
14
60
60
04/01/12
0
0
42,673
0.02000
15
84
84
04/01/14
0
0
30,758
0.02000
16
84
84
04/01/14
0
0
27,987
0.02000
17
60
60
04/01/12
0
0
14,409
0.02000
18
72
72
04/01/13
0
0
10,530
0.02000
19
84
80
11/01/13
0
0
588,218
0.02000
19.01
84
80
11/01/13
0
0
0.00000
19.02
84
80
11/01/13
0
0
0.00000
19.03
84
80
11/01/13
0
0
0.00000
19.04
84
80
11/01/13
0
0
0.00000
19.05
84
80
11/01/13
0
0
0.00000
19.06
84
80
11/01/13
0
0
0.00000
19.07
84
80
11/01/13
0
0
0.00000
19.08
84
80
11/01/13
0
0
0.00000
19.09
84
80
11/01/13
0
0
0.00000
19.10
84
80
11/01/13
0
0
0.00000
19.11
84
80
11/01/13
0
0
0.00000
19.12
84
80
11/01/13
0
0
0.00000
19.13
84
80 11/01/13
0
0
0.00000
20
60
58
01/01/12
0
0
621,507
0.02000
25
120
120
03/01/17
0
0
456,659
0.02000
25.01
120
120
03/01/17
0
0
0.00000
25.02
120
120
03/01/17
0
0
0.00000
25.03
120
120
03/01/17
0
0
0.00000
25.04
120
120
03/01/17
0
0
0.00000
25.05
120
120
03/01/17
0
0
0.00000
25.06
120
120
03/01/17
0
0
0.00000
44
120
119
02/01/17
0
0
303,326
0.02000
46
84
84 03/01/14
0
0
144,062
0.02000
47
72
72
03/01/13
0
0
59,182
0.02000
48
72
72
03/01/13
0
0
56,091
0.02000
49
60
60
03/01/12
0
0
6,787
0.02000
55
60
59
02/01/12
0
0
202,556
0.02000
58
120
120
03/01/17
0
0
198,851
0.04000
59
120
118
01/01/17
0
0
198,320
0.04000
60
60
57
12/01/11
0
0
187,434
0.03000
61
109
107
02/01/16
0
0
159,569
0.02000
61.01
109
107
02/01/16
0
0
0.00000
61.02
109
107
02/01/16
0
0
0.00000
61.03
109
107
02/01/16
0
0
0.00000
61.04
109
107
02/01/16
0
0
0.00000
61.05
109
107
02/01/16
0
0
0.00000
61.06
109
107
02/01/16
0
0
0.00000
61.07
109
107
02/01/16
0
0
0.00000
61.08
109
107
02/01/16
0
0
0.00000
61.09
109
107
02/01/16
0
0
0.00000
61.10
109
107
02/01/16
0
0
0.00000
61.11
109
107
02/01/16
0
0
0.00000
61.12
#N/A
#N/A
#N/A
#N/A #N/A
#N/A
#N/A
<CAPTION>
Monthly
Loan
Maturity
Debt
Servicing
#
Term
Rem. Term ARD
Date
Amor. Term Rem. Amort
Service
Fee Rate
------------------------------------------------------------------------------------------------------------------------
<C>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
61.13
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.14
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.15
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.16
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.17
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.18
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.19
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
61.20
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
#N/A
62
120
120
03/01/17
360
360
199,709
0.02000
66
84
83
02/01/14
300
299
195,320
0.02000
75
60
58
01/01/12
0
0
119,850
0.02000
77
120
116
11/01/16
0
0
113,183
0.02000
78
60
58
01/01/12
0
0
112,563
0.02000
100
120
119
02/01/17
0
0
69,246
0.07000
102
120
116
11/01/16
0
0
62,793
0.02000
106
60
59
02/01/12
0
0
63,528
0.04000
112
120
120
03/01/17
360
360
69,027
0.02000
117
84
83
02/01/14
360
360
71,371
0.02000
123
84
81
12/01/13
360
360
65,867
0.07000
129
60
60
03/01/12
0
0
47,368
0.04000
144
180
180
04/01/22
360
360
46,257
0.06000
146
120
120
04/01/17
360
360
42,031
0.02000
149
120
118
01/01/17
360
358
42,022
0.08000
159
120
119
02/01/17
0
0
30,020
0.02000
164
60
60
03/01/12
0
0
28,698
0.02000
165
120
120
03/01/17
360
360
34,948
0.02000
166
180
180
03/01/22
180
180
50,200
0.02000
170
60
58
01/01/12
360
360
34,370
0.02000
172
120
120
03/01/17
360
360
35,925
0.03000
177
120
119
02/01/17
360
360
31,653
0.02000
180
180
180
04/01/22
360
360
30,175
0.06000
186
120
118
01/01/17
360
360
25,464
0.11000
192
120
118
01/01/17
240
238
29,248
0.02000
197
120
119
02/01/17
360
360
22,358
0.02000
199
120
119
02/01/17
360
360
21,339
0.02000
208
120
119
02/01/17
360
360
17,654
0.07000
213
120
119
02/01/17
360
360
16,841
0.02000
214
120
120
03/01/17
360
360
16,640
0.02000
218
180
180
04/01/22
360
360
13,650
0.06000
223
120
118
01/01/17
360
358
12,944
0.02000
224
60
60
03/01/12
0
0
9,475
0.04000
225
120
119
02/01/17
360
360
10,820
0.07000
227
120
119
02/01/17
360
360
7,123
0.02000
228
120
119
02/01/17
360
360
6,834
0.07000
229
120
119
02/01/17
360
360
6,368
0.02000
<CAPTION>
Accrual ARD
ARD Step
Title T
Crossed
Originator/
Loan #
Type
(Y/N) Up (%)
Type
Loan
Loan
Seller Guarantor
----------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
2
Actual/360 No
Fee
JPMCB
Boston Properties Limited Partnership
4
Actual/360 No
Fee
JPMCB
Lafayette Real Estate, LLC
4.01
No
Fee
JPMCB
4.02
No
Fee
JPMCB
4.03
No
Fee
JPMCB
4.04
No
Fee
JPMCB
4.05
No
Fee
JPMCB
4.06
No
Fee
JPMCB
4.07
No
Fee
JPMCB
4.08
No
Fee
JPMCB
4.09
No
Fee
JPMCB
8
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
9
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
10
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
11
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
12
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
13
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
14
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
15
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
16
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
17
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
18
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners II, L.P.
19
Actual/360 No
Fee
JPMCB
Centro Saturn LLC
19.01
No
Fee
JPMCB
19.02
No
Fee
JPMCB
19.03
No
Fee
JPMCB
19.04
No
Fee
JPMCB
19.05
No
Fee
JPMCB
19.06
No
Fee
JPMCB
19.07
No
Fee
JPMCB
19.08
No
Fee
JPMCB
19.09
No
Fee
JPMCB
19.10
No
Fee
JPMCB
19.11
No
Fee
JPMCB
19.12
No
Fee
JPMCB
19.13
No
Fee
JPMCB
20 Actual/360
No
Fee
JPMCB
Investcorp Properties Limited
25
Actual/360 No
Fee
JPMCB
Osprey East, A Webber/Osprey Joint Venture, L.L.C.
25.01
No
Fee
JPMCB
25.02
No
Fee
JPMCB
25.03
No
Fee
JPMCB
25.04
No
Fee
JPMCB
25.05
No
Fee
JPMCB
25.06
No
Fee
JPMCB
44
Actual/360 No
Fee
JPMCB
Fairfield Colony L.P.
46
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners, L.P.
47
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners, L.P.
48
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners, L.P.
49
Actual/360 No
Fee
A
JPMCB
Colony Realty Partners, L.P.
55
Actual/360 No
Fee
JPMCB
Macerich SanTan Phase 2 SPE LLC
58
Actual/360 No
Fee
JPMCB
Seligman & Associates, Inc.
59
Actual/360 No
Fee
JPMCB
Jeffrey L. Olyan
60
Actual/360 No
Fee
JPMCB
RREEF AMERICA REIT III CORP. GG2
61
Actual/360 No
Fee
JPMCB
Americold Realty Trust
61.01
No
Fee
JPMCB
61.02
No
Fee
JPMCB
61.03
No
Fee
JPMCB
61.04
No
Fee
JPMCB
61.05
No
Fee
JPMCB
61.06
No
Fee
JPMCB
61.07
No
Fee
JPMCB
61.08
No
Fee
JPMCB
61.09
No
Fee
JPMCB
61.10
No
Fee
JPMCB
61.11
No
Fee
JPMCB
61.12 #N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
</TABLE>
9
<PAGE>
JPMCC 2007-LDP10
Mortgage Loan Schedule (JPMCB)
<TABLE>
<CAPTION>
Accrual ARD
ARD Step
Title
Crossed
Originator/
Loan # Type
(Y/N) Up (%)
Type
Loan
Loan
Seller Guarantor
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C> <C>
<C>
<C>
61.13
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.14
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.15
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.16
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.17
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.18
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.19
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
61.20
#N/A
#N/A #N/A
#N/A
#N/A
#N/A
#N/A
62 Actual/360
No
Fee
JPMCB
Continental Development Corporation
66 Actual/360
No
Fee
JPMCB San
Jose Office Investments, L.P.
75 Actual/360
No
Fee
JPMCB
Patricia A. Shenker
77 Actual/360
No
Fee
JPMCB
Kimco Realty Corporation
78 Actual/360
No
Fee
JPMCB F.
Matthew DiNapoli
100 Actual/360
No
Fee
JPMCB
Steven M. Shaw, Kenneth A. Nonn
102 Actual/360
No
Fee
JPMCB
Kimco Realty Corporation
106 Actual/360
No
Fee
JPMCB
Seligman & Associates, Inc.
112 Actual/360
No
Fee
JPMCB
Albert Nigri
117 Actual/360
No
Fee
JPMCB
George I. Okita, John McLinden, Roger Brown, Arthur Slaven
123 Actual/360 No
Fee
JPMCB
Regency Commercial Associates, LLC; James R. McKinney
129 Actual/360
No
Fee D
JPMCB
Seligman & Associates, Inc.
144 Actual/360
No
Fee F
JPMCB
Edward St. John, LLC
146 Actual/360
No
Fee
JPMCB
Charley and Susan Johnson Trust
149 Actual/360
No
Fee
JPMCB MOR
MCGAW Acquisition LLC
159 Actual/360
No
Fee
JPMCB Cole
Operating Partnership II, LP
164 Actual/360
No
Fee
JPMCB
Daniel Fivey, Alan Klein
165 Actual/360
No
Fee
JPMCB
Daniel Hibma, Paul A. Land, Roger Lucas
166 Actual/360
No
Fee
JPMCB Mike
Schuminsky
170 Actual/360
No
Fee
JPMCB
ParkBrooke Office, L.P.
172 Actual/360
No
Fee
JPMCB Carl
J. Greenwood
177 Actual/360
No
Fee G
JPMCB John
E. Sanfilippo
