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