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EXHIBIT 10.1
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
JPMORGAN CHASE BANK, N.A.,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2007
Fixed Rate Mortgage Loans
Series 2007-LDP11
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This Mortgage Loan Purchase Agreement (this "Agreement"),
dated
as of July 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 July 1, 2007 (the "Pooling and Servicing Agreement") among
the Purchaser,
as depositor (the "Depositor"), Wachovia Bank, National
Association, as master
servicer (the "Master Servicer"), CWCapital Asset Management
LLC, as special
servicer (the "Special Servicer"), and LaSalle Bank National
Association, as
trustee (the "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 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 $869,723.23, which amount
represents the aggregate
amount of interest that would have accrued at the related
Mortgage Rates on the
applicable Mortgage Loans commencing July 1, 2007 for those
Mortgage Loans that
do not have a Due Date in July 2007. The Depositor will sell the
Class A-1,
Class A-2, Class A-2FL, Class A-3, Class A-4, Class A-SB, Class
A-1A, Class X,
Class A-M, Class A-J, Class B, Class C, Class D, Class E and
Class F
Certificates (the "Offered Certificates") to the underwriters
(the
"Underwriters") specified in the underwriting agreement dated
June 28, 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 G,
Class H, Class J,
Class K, Class L, Class M, Class N, Class P, Class Q, Class T
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 June 28, 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
$1,271,345,129.15
(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 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 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 Master Servicer has
exercised all
remedies available under the Mortgage Loan documents 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 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 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 Trustee (in care of the 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
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;
(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 June 28,
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 national banking association, duly organized,
validly
existing, and in good standing under the laws of the United
States;
(ii) it has the power and authority to own its property and to
carry
on its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State
of
New York. The Seller is in compliance with the laws of each
state in which
any Mortgaged Property is located to the extent necessary so
that a
subsequent holder of the related Mortgage Loan (including,
without
limitation, the Purchaser) that is in compliance with the laws
of such
state would not be prohibited from enforcing such Mortgage Loan
solely by
reason of any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement by
the
Seller have been duly authorized by all requisite action by the
Seller's
board of directors and will not violate or breach any provision
of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by
the
Seller and constitutes a legal, valid and binding obligation of
the
Seller, enforceable against it in accordance with its terms
(except as
enforcement thereof may be limited by bankruptcy,
receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting the enforcement of creditors' rights generally and by
general
equitable principles regardless of whether enforcement is
considered in a
proceeding in equity or at law);
(vii) there are no legal or governmental proceedings pending
to
which the Seller is a party or of which any property of the
Seller is the
subject which, if determined adversely to the Seller, would
reasonably be
expected to adversely affect (A) the transfer of the Mortgage
Loans and
the Mortgage Loan documents as contemplated herein, (B) the
execution and
delivery by the Seller or enforceability against the Seller of
the
Mortgage Loans or this Agreement, or (C) the performance of the
Seller's
obligations hereunder;
(viii) it has no actual knowledge that any statement,
report,
officer's certificate or other document prepared and furnished
or to be
furnished by the Seller in connection with the transactions
contemplated
hereby (including, without limitation, any financial cash flow
models and
underwriting file abstracts furnished by the Seller) contains
any untrue
statement of a material fact or omits to state a material fact
necessary
in order to make the statements contained therein, in the light
of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would be, in violation of or in default under any
indenture,
mortgage, deed of trust, loan agreement or other agreement or
instrument
to which it is a party or by which it or any of its properties
is bound,
except for violations and defaults which individually and in the
aggregate
would not have a material adverse effect on the transactions
contemplated
herein; the sale of the Mortgage Loans and the performance by
the Seller
of all of its obligations under this Agreement and the
consummation by the
Seller of the transactions herein contemplated do not conflict
with or
result in a breach of any of the terms or provisions of, or
constitute a
default under, any material indenture, mortgage, deed of trust,
loan
agreement or other agreement or instrument to which the Seller
is a party
or by which the Seller is bound or to which any of the property
or assets
of the Seller is subject, nor will any such action result in any
violation
of the provisions of any applicable law or statute or any order,
rule or
regulation of any court or governmental agency or body having
jurisdiction
over the Seller, or any of its properties, except for conflicts,
breaches,
defaults and violations which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
and no consent, approval, authorization, order, license,
registration or
qualification of or with any such court or governmental agency
or body is
required for the consummation by the Seller of the
transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification
that has been
obtained or made;
(x) it has either (A) not dealt with any Person (other than
the
Purchaser or the Dealers or their respective affiliates or any
servicer of
a Mortgage Loan) that may be entitled to any commission or
compensation in
connection with the sale or purchase of the Mortgage Loans or
entering
into this Agreement or (B) paid in full any such commission
or
compensation (except with respect to any servicer of a Mortgage
Loan, any
commission or compensation that may be due and payable to such
servicer if
such servicer is terminated and does not continue to act as a
servicer);
and
(xi) it is solvent and the sale of the Mortgage Loans hereunder
will
not cause it to become insolvent; and the sale of the Mortgage
Loans is
not undertaken with the intent to hinder, delay or defraud any
of the
Seller's creditors.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in
good standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all jurisdictions in which ownership or lease of its property
or the
conduct of its business requires such qualification, except
where the
failure to be so qualified would not have a material adverse
effect on the
Purchaser, and the Purchaser is conducting its business so as to
comply in
all material respects with the applicable statutes, ordinances,
rules and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and
to
carry on its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement, and neither the execution and delivery by the
Purchaser of this
Agreement, nor the consummation by the Purchaser of the
transactions
herein contemplated, nor the compliance by the Purchaser with
the
provisions hereof, will (A) conflict with or result in a breach
of, or
constitute a default under, any of the provisions of the
certificate of
incorporation or by-laws of the Purchaser or any of the
provisions of any
law, governmental rule, regulation, judgment, decree or order
binding on
the Purchaser or any of its properties, or any indenture,
mortgage,
contract or other instrument or agreement to which the Purchaser
is a
party or by which it is bound, or (B) result in the creation or
imposition
of any lien, charge or encumbrance upon any of the Purchaser's
property
pursuant to the terms of any such indenture, mortgage, contract
or other
instrument or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the Purchaser enforceable against it in accordance with its
terms
(except as enforcement thereof may be limited by (a)
bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws affecting the enforcement of creditors' rights
generally and
(b) general equitable principles (regardless of whether
enforcement is
considered in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which
the Purchaser is a party or of which any property of the
Purchaser is the
subject which, if determined adversely to the Purchaser, might
interfere
with or adversely affect the consummation of the transactions
contemplated
herein and in the Pooling and Servicing Agreement; to the best
of the
Purchaser's knowledge, no such proceedings are threatened or
contemplated
by any governmental authorities or threatened by others;
(vii) it is not in default with respect to any order or decree
of
any court or any order, regulation or demand of any federal,
state
municipal or governmental agency, which default might have
consequences
that would materially and adversely affect the condition
(financial or
other) or operations of the Purchaser or its properties or might
have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker,
agent or
other person, other than the Seller, the Dealers and their
respective
affiliates, that may be entitled to any commission or
compensation in
connection with the purchase and sale of the Mortgage Loans or
the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of
or with any court or governmental agency or body, if any,
required for the
execution, delivery and performance of this Agreement by the
Purchaser
have been obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States Banking 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 Master Servicer for deposit into the
Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection
therewith;
provided, however, 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, with respect to the Extended
Resolution Period
the Seller shall have delivered an officer's certificate to the
Rating Agencies,
the 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 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, 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, 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, the interests of the Trustee therein
or the
interests of 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 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, 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, 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:____________________________________
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Seller
By:____________________________________
Name:
Title:
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
JPMCC 2007-LDP11
Mortgage Loan Schedule (Combined)
<TABLE>
<CAPTION>
Loan # Originator Mortgagor Name Property Address City State
------ ---------- ----------------------------------------
------------------------------------- -----------------
--------
<S> <C> <C> <C> <C> <C>
5 JPMCB 5 Penn Plaza LLC 5 Penn Plaza New York NY
Franklin Mills Associates Limited
6 JPMCB Partnership 1455 Franklin Mills Circle Philadelphia
PA
23 JPMCB 625 Broadway Owners, LLC 625 Broadway New York NY
26 JPMCB Greenway Station SPE, LLC 1620 Deming Way Middleton
WI
210/9 LLC, Borden Industrial LLC,
Sunset Park Manufacturing and Design
27 JPMCB Center LLC Various Various NY
31 JPMCB The Mill Owners Company, LLC Pemberwick Road and
Glenville Street Greenwich CT
34 JPMCB Crystal Tree I Limited Partnership 10 Kenley Way
Birmingham AL
Swedesford Shopping Center Acquisition,
36 JPMCB LLC 400 West Swedesford Road Berwyn PA
39 JPMCB NHP Ohio, LLC and MLD Kentucky, LLC Various Various
Various
41 JPMCB Richmond Crescent Hotel LLC 2925 Emerywood Parkway
Richmond VA
43 JPMCB Danari Broadway, LLC 100 West Broadway Long Beach
CA
50 JPMCB 7221-7229 Lee Deforest Drive, LLC 7221-7229 Lee
DeForest Drive Columbia MD
55 JPMCB CA II, LLC 6001 Canal Road Valley View OH
56 JPMCB Alamac, Inc. 924 25th Street NW Washington DC
58 JPMCB TRT Alliance Diehl LLC 450 - 900 East Diehl Road
Naperville IL
2400 West International Speedway
62 JPMCB Daytona Marketplace, LLC Boulevard Daytona Beach FL
64 JPMCB London Associates, LTD. 680 North Federal Highway Fort
Lauderdale FL
73 JPMCB Sandcastle Partners, Ltd. 6701 Everhart Road Corpus
Christi TX
The Shops at Boardman Park Properties,
76 JPMCB LLC 377 Boardman Poland Road Boardman OH
79 JPMCB Mission Eagle Pointe, DST 325 South Jupiter Road Allen
TX
80 JPMCB CCP-PC Office, L.P. 8214 Westchester Drive Dallas
TX
86 JPMCB HFP-3, LLC 560 West Mitchell Street Petoskey MI
Rockwell Cermak, LLC & Cermak Plaza,
90 JPMCB L.L.C. 2555 West Cermak Road Chicago IL
91 JPMCB Dedham Street, LLC 780 Dedham Street Canton MA
Worthington Micek, LLC; Worthington
Mediavilla, LLC; Worthington Dease,
LLC; Worthington Neville, LLC;
Worthington Adams, LLC; Worthington
Ahmad, LLC; Worthington Patterson, LLC;
Worthington W.A. Patterson, LLC;
Worthington T.A. Patterson, LLC;
Worthington Wood, LLC; Worthington
Marquart, LLC; Worthington Wainwright,
LLC; Worthington Arredondo, LLC;
94 JPMCB Worthington R.A. Wood, LLC 1350 Greens Parkway Houston
TX
95 JPMCB B B Subsidiary, L.L.C. Various Various LA
97 JPMCB Terravista Partners- Westwood, Ltd. 2600 Westward Drive
San Antonio TX
108 JPMCB R.F. Group, L.P. 5505 West Tulare Avenue Visalia
CA
114 JPMCB 2751 Jefferson Realty LLC 2751-2761 Jefferson Avenue
Detroit MI
115 JPMCB Praas De LLC; Anand LLC 1650 Toronita Street York
PA
125 JPMCB SR Apartments Limited Partnership 7850, 8125 &
8155 North 107th Street Milwaukee WI
129 JPMCB 405 Holdings, LLC 405 South 16th Street Omaha NE
130 JPMCB Bos Club LL (MA) LLC 135 Wells Avenue Newton MA
131 JPMCB 7190-7196 Crestwood, LLC 7190-7196 Crestwood Boulevard
Frederick MD
134 JPMCB S O Partners, Ltd. 12148 Jollyville Road Austin TX
140 JPMCB Longview Crossing, L.P. 2801 Bill Owens Parkway
Longview TX
141 JPMCB Preakness Partners, Ltd. 210 Wells Fargo Drive Houston
TX
7 Maryland Plaza and 4535 Lindell
142 JPMCB Fairmont/Monticello LLC Boulevard St. Louis MO
146 JPMCB Aspen Skees Road, LLC 1426-1486 Skees Road West Palm
Beach FL
147 JPMCB Park/El Segundo Partners LLC 2201 Park Place El
Segundo CA
148 JPMCB 4800 Brookdale, LLC 4800 Brookdale Drive Wichita Falls
TX
149 JPMCB Naches, L.L.C. 929 Keyser Avenue Natchitoches LA
155 JPMCB Terravista Partners-Spanish Spur, Ltd. 6835 Pecan
Valley Drive San Antonio TX
Exeter 804 East Gate, LLC & Exeter 2150 804 East Gate Drive
& 2150 Cabot Mt. Laurel, NJ
156 JPMCB Cabot, LP Boulevard & Langhorne, PA Various
158 JPMCB Sport Store, LLC 1351 South IH 35 Round Rock TX
160 JPMCB Greenville HHP-II, LLC 246 Congaree Road Greenville
SC
167 JPMCB Amarillo HHP-II, LLC 1700 I-40 East Amarillo TX
168 JPMCB VMT-Greenville Title, L.L.C. 1017 Woodruff Road
Greenville SC
169 JPMCB Rayford Oaks Partners, Ltd. 810 Rayford Road Spring
TX
164 JPMCB Broadway Lofts LTD. 419 Finzer Street Louisville
KY
177 JPMCB San Antonio HHP-II, LLC 4803 Manitou Drive San Antonio
TX
178 JPMCB Hidden Park LLC 10613 Lookaway Drive St Louis MO
179 JPMCB Grand Twin Towers, LLC 234-236 Goodwin Crest Drive
Birmingham AL
181 JPMCB Albuquerque HHP-II, LLC 5101 Ellison NE Albuquerque
NM
182 JPMCB 4228 Central, LLC 4228 North Central Expressway Dallas
TX
183 JPMCB PDQ Crossgate, LTD 1789 North Keyser Avenue Scranton
PA
184 JPMCB Eden Prairie HHP-II, LLC 7740 Flying Cloud Drive Eden
Prairie MN
186 JPMCB Falls Parc, LLC 1042 Falls Parc Drive Sheboygan Falls
WI
187 JPMCB Greensboro HHP-II, LLC 2004 Veasley Street Greensboro
NC
191 JPMCB Lakeside Retail Center, LLC 13975 Lakeside Circle
Sterling Heights MI
193 JPMCB DP 12, LLC 35 East Seventh Street Cincinnati OH
195 JPMCB R F Development, LLC 400 Water Street Rochester MI
196 JPMCB East Syracuse HHP-II, LLC 6605 Old Collamer Road South
Syracuse NY
199 JPMCB Harbin Springs Property, LLC 1012 Harbins Road
Norcross GA
Terravista Partners - Winston Square,
201 JPMCB Ltd. 2506 South General McMullen Drive San Antonio
TX
203 JPMCB Thanestate Besttex Investments, Inc. 4100 Kemp
Boulevard Wichita Falls TX
Ashley Storage Investments, LLC; MW
Ashley Storage LLC; DK Ashley Storage
206 JPMCB LLC; Ed Ashley Storage, LLC 2455 & 2457 Ashley
River Road Charleston SC
209 JPMCB Florida City Vest LLC 900 North Krome Avenue Florida
City FL
211 JPMCB Terravista Partners- Pecan Manor, Ltd. 6840 Pecan
Valley Drive San Antonio TX
212 JPMCB Raymond S. Lipson, LLC 2024 North Loop 1604 East San
Antonio TX
214 JPMCB 5455 Ft. Apache LLC 5455 South Fort Apache Road Las
Vegas NV
215 JPMCB HGF Parsippany Boulevard LLC 1140-1160 Parsippany
Boulevard Parsippany NJ
216 JPMCB 1000 Rochelle, L.P. 1000 East Rochelle Boulevard
Irving TX
219 JPMCB Wharton Commerce Center, L.L.C. 11 Middlebury
Boulevard Randolph NJ
224 JPMCB 170 Post Road West Corp. 170 Post Road West Westport
CT
225 JPMCB CMS Beckfield, L.P. 10 -16 Spiral Plaza Florence
KY
226 JPMCB Singh Hotel Group LLC 90 Sale Lane Red Bluff CA
231 JPMCB Ray Lipson, LLC 10414 Gulf Freeway Houston TX
242 JPMCB Aspen North Congress, LLC 1550 North Congress Avenue
West Palm Beach FL
<CAPTION>
Net
Interest Mortgage
Rate Interest
Loan # Zip Code County Property Name Size Measure (%) Rate
----- --------- -------------
----------------------------------------- ------- -----------
-------- -----------
<S> <C> <C> <C> <C> <C>
<C> <C>
5 10001 New York 5 Penn Plaza 656824 Square Feet 5.59450
5.57416
6 19154 Philadelphia Franklin Mills 1579457 Square Feet 5.65000
5.62966
23 10012 New York 625 Broadway 110018 Square Feet 6.14920
6.12886
26 53562 Dane Greenway Station 286705 Square Feet 6.48200
6.45556
27 Various Various Brooklyn/Queens Industrial Portfolio 414249
Square Feet 5.88950 5.86916
31 06381 Fairfield The Mill 111393 Square Feet 6.41650
6.39616
34 35242 Shelby Kenley Apartments 402 Units 5.56000 5.53966
36 19312 Chester Swedesford Plaza 152330 Square Feet 5.78450
5.74416
39 Various Various Carespring Portfolio 1136 Beds 5.80350
5.78316
Embassy Suites Hotel & Executive Meeting
41 23294 Henrico Center 224 Rooms 5.58750 5.54216
43 90802 Los Angeles 100 W. Broadway 193790 Square Feet 5.84800
5.82766
50 21046 Howard Lee DeForest Drive Center 193366 Square Feet
5.58300 5.53766
55 44125 Cuyahoga Cinemark Valley View 120070 Square Feet
5.65880 5.58846
56 20037 The River Inn 125 Rooms 5.73400 5.69366
58 60563 DuPage Washington Commons 196558 Square Feet 5.93850
5.87816
62 32114 Volusia Volusia Marketplace 131361 Square Feet 5.54900
5.53866
64 33304 Broward Shoppes of Victoria Park 63347 Square Feet
5.72800 5.71766
73 78413 Nueces Sandcastle Apartments 432 Units 5.56000
5.53966
76 44512 Mahoning The Shops at Boardman Park - Phase II 107788
Square Feet 5.69500 5.67466
79 75002 Bexar Mission Eagle Point 252 Units 5.91650 5.89616
80 75225 Dallas Colonial Bank Plaza 96543 Square Feet 5.92150
5.85116
86 49770 Emmet Burns Medical Office 117735 Square Feet 5.58000
5.55966
90 60608 Cook Cermak Plaza 108170 Square Feet 6.35750
6.33716
91 02021 Norfolk The Park @ I-95 81906 Square Feet 5.60450
5.58416
94 77067 Harrison Worthington on the Beltway 382 Units 5.92700
5.90666
Saint
95 Various Tammany BB Mini Storage Portfolio 1215 Units 5.95050
5.93016
97 78227 Bexar Westwood Plaza 305 Units 6.12550 6.10516
108 93277 Tulare Rancho Fiesta 284 Pads 5.61500 5.59466
114 48207 Wayne Wayne State University 91087 Square Feet 6.80700
6.78666
115 17402 York Four Points by Sheraton 146 Rooms 6.50250
6.44216
125 53224 Milwaukee Sunset Ridge Apartments 144 Units 5.56850
5.50816
129 68102 Douglas Orpheum Tower Apartments 132 Units 5.71000
5.68966
130 02459 Middlesex Town Sports International - Newton, MA 68000
Square Feet 5.58750 5.56716
131 21703 Frederick Westview Commons I 53146 Square Feet 6.18000
6.15966
134 78759 Travis Shadow Oaks 176 Units 5.56000 5.53966
140 75605 Gregg Hunter's Crossing 192 Units 5.61000 5.53966
141 77090 Harris The Preakness 224 Units 5.56000 5.53966
Saint Louis
142 63108 City Fairmont and Monticello 134 Units 5.60300
5.52266
146 33411 Palm Beach Skee's Industrial 70140 Square Feet 6.19600
6.12566
147 90245 Los Angeles Park Place - El Segundo 40000 Square Feet
5.96300 5.94266
148 76310 Wichita Parkway Villas 200 Units 5.71000 5.68966
149 71457 Natchitoches Wal-Mart Plaza 45910 Square Feet 6.05000
6.02966
155 78223 Bexar Spanish Spur 160 Units 6.12550 6.10516
156 Various Various Exeter Industrial Properties 111000 Square
Feet 5.66150 5.64116
158 78664 Williamson Academy Sports Round Rock 67522 Square Feet
5.83400 5.81366
160 29607 Greenville Tramz Hampton Inn - Greenville 123 Rooms
6.92100 6.90066
167 79103 Potter Tramz Hampton Inn - Amarillo 116 Rooms 6.92100
6.90066
168 29607 Greenville Ashley Furniture 44917 Square Feet 5.94400
5.92366
169 77386 Montgomery The Farrington 104 Units 5.56000
5.53966
164 40203 Jefferson Lofts of Broadway 83 Units 6.61890
6.54856
177 78228 Bexar Tramz Hampton Inn - San Antonio 123 Rooms
6.92100 6.90066
178 63137 St Louis Hidden Park Apartments 168 Units 5.70700
5.59666
179 35209 Jefferson Grand Twin 90528 Square Feet 5.74150
5.72116
181 87109 Bernalillo Tramz Hampton Inn - Albuquerque 124 Rooms
6.92100 6.90066
182 75206 Dallas BRECO Building 49783 Square Feet 6.20700
6.18666
183 18508 Lackawanna Crossgate Center 48938 Square Feet 5.96500
5.94466
184 55344 Hennepin Tramz Hampton Inn - Eden Prairie 121 Rooms
6.92100 6.90066
186 53085 Sheboygan Falls Parc Apartments 84 Units 5.82750
5.80716
187 27407 Guilford Tramz Hampton Inn - Greensboro 120 Rooms
6.92100 6.90066
191 48313 Macomb Lakeside Retail 15066 Square Feet 6.20300
6.18266
193 45202 Hamilton The Executive Building - Cin. Oh 97873 Square
Feet 6.18800 6.14766
195 48307 Oakland Western Knitting Mills 50410 Square Feet
5.93400 5.91366
196 13057 Onondaga Tramz Hampton Inn - Syracuse 115 Rooms
6.92100 6.90066
199 30093 Gwinnett Harbin Springs Apartments 100 Units 5.65800
5.63766
201 78226 Bexar Winston Square 120 Units 6.12550 6.10516
203 76308 Wichita Best Buy-Witchita Falls 30038 Square Feet
5.82650 5.80616
206 29414 Charleston Ashley Self Storage 488 Units 5.76900
5.74866
209 33034 Miami-Dade Florida City - Extra Space Storage 570
Units 5.63250 5.61216
211 78223 Bexar Pecan Manor 96 Units 6.12550 6.10516
212 78232 Bexar Academy Sports San Antonio 67000 Square Feet
5.80900 5.78866
214 89148 Clark Sun West Promenade Building I 11932 Square Feet
5.77700 5.75666
215 07054 Morris 1140-1160 Parsippany Boulevard 45606 Square
Feet 5.54850 5.52816
216 75062 Dallas Las Colinas Office 23000 Square Feet 6.24750
6.22716
219 07869 Morris Wharton Commerce Center 40202 Square Feet
5.76300 5.67266
224 06880 Fairfield 170 Post Road 11000 Square Feet 6.21150
6.19116
225 41042 Boone Spiral Plaza 55400 Square Feet 5.62100
5.56066
226 96080 Tehama Comfort Inn - Red Bluff 67 Rooms 6.35400
6.33366
231 77034 Harris Academy Sports Houston 52500 Square Feet
5.80900 5.78866
242 33409 Palm Beach 1550 North Congress 30144 Square Feet
6.23750 6.16716
<CAPTION>
Original Cutoff Rem. Maturity/ Amort. Rem. Monthly Debt
Servicing Accrual ARD
Loan # Balance Balance Term Term ARD Date Term Amort. Service
Fee Rate Type (Y/N)
------ ----------- ----------- ------ ----- --------- ------
------ ------------- --------- ---------- -----
<S> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
5 203,000,000 203,000,000 120 118 05/01/17 0 0 959,547 0.02000
Actual/360 No
6 174,000,000 174,000,000 120 119 06/01/17 0 0 830,628 0.02000
Actual/360 No
23 53,000,000 53,000,000 120 119 06/01/17 0 0 275,362 0.02000
Actual/360 No
26 49,675,000 49,675,000 120 120 07/01/17 360 360 313,392
0.02610 Actual/360 No
27 47,500,000 47,500,000 60 58 05/01/12 360 360 281,421 0.02000
Actual/360 No
31 38,950,000 38,950,000 120 120 07/01/17 0 0 211,162 0.02000
Actual/360 No
34 36,000,000 36,000,000 120 120 07/01/17 360 360 205,761
0.02000 Actual/360 No
36 35,100,000 35,100,000 120 119 06/01/17 0 0 171,547 0.04000
Actual/360 No
39 34,155,000 34,155,000 84 82 05/01/14 0 0 167,476 0.02000
Actual/360 No
41 33,600,000 33,600,000 120 119 06/01/17 360 360 192,626
0.04500 Actual/360 No
43 30,500,000 30,500,000 60 56 03/01/12 0 0 150,701 0.02000
Actual/360 No
50 28,000,000 28,000,000 120 120 07/01/17 300 300 173,335
0.04500 Actual/360 No
55 22,800,000 22,775,781 120 119 06/01/17 360 359 131,737
0.07000 Actual/360 No
56 22,000,000 22,000,000 120 119 06/01/17 0 0 106,583 0.04000
Actual/360 No
58 21,300,000 21,300,000 60 55 02/01/12 0 0 106,872 0.06000
Actual/360 No
62 20,400,000 20,400,000 120 119 06/01/17 0 0 95,643 0.01000
Actual/360 No
64 20,000,000 20,000,000 120 119 06/01/17 360 360 116,435
0.01000 Actual/360 No
73 16,925,000 16,925,000 120 120 07/01/17 360 360 96,736 0.02000
Actual/360 No
76 16,240,000 16,240,000 120 119 06/01/17 360 360 94,206 0.02000
Actual/360 No
79 15,060,000 15,060,000 120 118 05/01/17 360 360 89,485 0.02000
Actual/360 No
80 15,000,000 15,000,000 120 119 06/01/17 360 360 89,177 0.07000
Actual/360 No
86 13,500,000 13,500,000 120 120 07/01/17 300 300 83,548 0.02000
Actual/360 No
90 12,750,000 12,750,000 120 116 03/01/17 360 360 79,398 0.02000
Actual/360 No
91 12,600,000 12,600,000 60 56 03/01/12 360 360 72,370 0.02000
Actual/360 No
94 12,200,000 12,200,000 60 59 06/01/12 0 0 61,095 0.02000
Actual/360 No
95 12,200,000 12,187,739 120 119 06/01/17 360 359 72,757 0.02000
Actual/360 No
97 11,400,000 11,400,000 120 119 06/01/17 0 0 59,000 0.02000
Actual/360 No
108 9,450,000 9,450,000 120 118 05/01/17 0 0 44,832 0.02000
Actual/360 No
114 9,200,000 9,200,000 120 120 07/01/17 300 300 63,895 0.02000
Actual/360 No
115 9,150,000 9,150,000 120 120 07/01/17 360 360 57,849 0.06000
Actual/360 No
125 8,200,000 8,200,000 120 118 05/01/17 0 0 38,580 0.06000
Actual/360 No
129 8,000,000 8,000,000 60 57 04/01/12 0 0 38,595 0.02000
Actual/360 No
130 8,000,000 7,983,981 120 118 05/01/17 360 358 45,863 0.02000
Actual/360 No
131 8,000,000 7,957,015 120 114 01/01/17 360 354 48,868 0.02000
Actual/360 No
134 7,800,000 7,800,000 120 120 07/01/17 360 360 44,582 0.02000
Actual/360 No
140 7,120,000 7,120,000 60 57 04/01/12 0 0 33,748 0.07000
Actual/360 No
141 7,050,000 7,050,000 120 120 07/01/17 360 360 40,295 0.02000
Actual/360 No
142 7,000,000 7,000,000 120 119 06/01/17 360 360 40,199 0.08000
Actual/360 No
146 6,880,000 6,880,000 120 120 07/01/17 360 360 42,120 0.07000
Actual/360 No
147 6,800,000 6,800,000 120 120 07/01/17 360 360 40,608 0.02000
Actual/360 No
148 6,638,500 6,638,500 120 118 05/01/17 360 360 38,572 0.02000
Actual/360 No
149 6,610,000 6,610,000 120 119 06/01/17 360 360 39,843 0.02000
Actual/360 No
155 6,363,000 6,363,000 120 119 06/01/17 0 0 32,932 0.02000
Actual/360 No
156 6,360,000 6,360,000 60 58 05/01/12 0 0 30,423 0.02000
Actual/360 No
158 6,265,000 6,265,000 120 118 05/01/17 360 360 36,896 0.02000
Actual/360 No
160 6,160,000 6,160,000 84 84 07/01/14 300 300 43,228 0.02000
Actual/360 No
167 5,950,000 5,950,000 84 84 07/01/14 300 300 41,754 0.02000
Actual/360 No
168 5,925,000 5,914,030 120 118 05/01/17 360 358 35,310 0.02000
Actual/360 No
169 5,888,000 5,888,000 120 120 07/01/17 360 360 33,653 0.02000
Actual/360 No
164 5,600,000 5,600,000 84 84 07/01/14 360 360 35,835 0.07000
Actual/360 No
177 5,600,000 5,600,000 84 84 07/01/14 300 300 39,298 0.02000
Actual/360 No
178 5,350,000 5,350,000 60 54 01/01/12 360 360 31,075 0.11000
Actual/360 No
179 5,320,000 5,320,000 120 119 06/01/17 360 360 31,017 0.02000
Actual/360 No
181 5,210,000 5,210,000 84 84 07/01/14 240 240 40,146 0.02000
Actual/360 No
182 5,200,000 5,200,000 60 56 03/01/12 0 0 27,271 0.02000
Actual/360 No
183 5,200,000 5,200,000 120 119 06/01/17 360 360 31,060 0.02000
Actual/360 No
184 5,180,000 5,180,000 84 84 07/01/14 300 300 36,351 0.02000
Actual/360 No
186 5,100,000 5,094,753 120 119 06/01/17 360 359 30,014 0.02000
Actual/360 No
187 5,025,000 5,025,000 84 84 07/01/14 240 240 38,721 0.02000
Actual/360 No
191 5,000,000 5,000,000 120 120 07/01/17 360 360 30,633 0.02000
Actual/360 No
193 5,000,000 4,995,199 120 119 06/01/17 360 359 30,585 0.04000
Actual/360 No
195 4,900,000 4,892,857 120 119 06/01/17 300 299 31,373 0.02000
Actual/360 No
196 4,875,000 4,875,000 84 84 07/01/14 240 240 37,565 0.02000
Actual/360 No
199 4,760,000 4,760,000 120 118 05/01/17 360 360 27,501 0.02000
Actual/360 No
201 4,709,000 4,709,000 120 119 06/01/17 0 0 24,371 0.02000
Actual/360 No
203 4,560,000 4,560,000 120 119 06/01/17 360 360 26,833 0.02000
Actual/360 No
206 4,400,000 4,400,000 120 119 06/01/17 0 0 21,447 0.02000
Actual/360 No
209 4,200,000 4,200,000 120 118 05/01/17 360 360 24,197 0.02000
Actual/360 No
211 4,128,000 4,128,000 120 119 06/01/17 0 0 21,364 0.02000
Actual/360 No
212 4,125,000 4,113,380 120 118 05/01/17 300 298 26,098 0.02000
Actual/360 No
214 4,000,000 4,000,000 120 119 06/01/17 360 360 23,412 0.02000
Actual/360 No
215 3,800,000 3,800,000 120 119 06/01/17 360 360 21,692 0.02000
Actual/360 No
216 3,800,000 3,800,000 180 178 05/01/22 360 360 23,391 0.02000
Actual/360 No
219 3,750,000 3,750,000 120 118 05/01/17 360 360 21,915 0.09000
Actual/360 No
224 3,500,000 3,500,000 120 120 07/01/17 300 300 23,005 0.02000
Actual/360 No
225 3,500,000 3,500,000 60 59 06/01/12 0 0 16,622 0.06000
Actual/360 No
226 3,500,000 3,496,745 120 119 06/01/17 360 359 21,787 0.02000
Actual/360 No
231 3,000,000 2,991,549 120 118 05/01/17 300 298 18,980 0.02000
Actual/360 No
242 2,500,000 2,500,000 120 120 07/01/17 360 360 15,373 0.07000
Actual/360 No
<CAPTION>
Crossed Originator/ Letter of
Loan # ARD Step Up (%) Title Type Loan Loan Seller Guarantor
Credit
------ --------------------------- ----------- --------
----------- -------------------------------------- -----------
<S> <C> <C> <C> <C> <C>
<C>
5 Fee JPMCB 461 Eighth Avenue Associates No
Simon Property Group, Inc., Farallon
6 Fee JPMCB Capital Management No
23 Fee JPMCB Mark J. Moskowitz 2,500,000.0
26 Fee JPMCB Greenway Center, LLC No
27 Fee JPMCB J. David Sweeny No
31 Fee JPMCB Ghent Limited Liability Company No
34 Fee JPMCB Alan E. Ferris; Madeleine S. Ferris No
36 Fee JPMCB Daniel Massry No
39 Fee JPMCB MS NHP Fund, LLC No
41 Fee JPMCB The LCP Group, L.P. No
43 Fee JPMCB Michael S. Adler No
James Michael Abrams; Richard Azrael;
50 Fee JPMCB Robert A. Kinsley No
55 Fee JPMCB Robert L. Stark No
56 Fee JPMCB Conrad Cafritz No
Alliance Real Estate Value Fund III,
58 Fee JPMCB LLC No
62 Fee JPMCB Daniel Halberstein; Alex Halberstein No
64 Fee JPMCB George Rahael No
73 Fee JPMCB Alan E. Ferris; Madeleine S. Ferris No
76 Fee JPMCB David L. Handel No
Greater of (i) IR + 2% or
79 (ii) TR + 3% Fee JPMCB Finlay Partners, LLC No
80 Fee JPMCB CCP-PC Office, L.P. No
86 Fee JPMCB HFP-3, LLC No
90 Fee JPMCB Gary Solomon No
91 Fee JPMCB Richard R. Vazza No
John Paul Micek; Luis Mediavilla;
Robert D. Dease; Barbara Lee Neville;
Pamela Adams; Maher Ahmad; Wayne
Arnold Patterson; William Wainwright;
94 Fee JPMCB Robert A. Wood III No
95 Fee JPMCB Matthew P. Bennett No
97 Fee JPMCB Philip W. Stewart No
108 Fee JPMCB Jeffrey A. Kaplan; Thomas T. Tatum No
114 Fee JPMCB Alexander Ashkenazi No
Rajeshvari Shah; Chaitanya Mahida;
115 Fee JPMCB Chandramohini Rathod; Shaktisinh Rathod No
125 Fee JPMCB Barry R. Mandel No
129 Fee/Leasehold JPMCB America First Real Estate Group, LLC
No
Corporate Property Associates 14
Incorporated and Corporate Property
130 Fee JPMCB Associates 15 Incorporated No
James Michael Abrams; Richard Azrael;
131 Fee JPMCB Robert A. Kinsley No
134 Fee JPMCB Alan E. Ferris; Madeleine S. Ferris No
140 Fee JPMCB Lacy Howe; Robert Peek No
141 Fee JPMCB Alan E. Ferris; Madeleine S. Ferris No
142 Fee JPMCB Debra J. Pyzyk No
146 Fee JPMCB Spencer M. Partrich No
147 Fee JPMCB Lawrence N. Field 457,235.0
148 Fee JPMCB Jeff Grinspoon No
E. Michael Loboda; Steve Darrison;
149 Fee JPMCB Gershon Bassman No
155 Fee JPMCB Philip W. Stewart No
Timothy J. Weber; Edward J.
Fitzgerald, III; SFW Partners, LLC;
156 Fee JPMCB Exeter Industrial Value Fund, LP No
158 Fee JPMCB Salvatore and Maria Tumino No
160 Fee A JPMCB Tarrunumn Murad No
167 Fee A JPMCB Tarrunumn Murad No
Darren Sides; Stanton L. Johnson;
168 Fee JPMCB VMT-Greenville Holdings, L.L.C. 500,000.0
169 Fee JPMCB Alan E. Ferris; Madeleine S. Ferris No
Joseph Ferguson; Cassius Merrill
164 Fee JPMCB Moter, III; James A. Stefater, Jr. No
177 Fee A JPMCB Tarrunumn Murad No
178 Fee JPMCB John L. Bailey No
179 Fee JPMCB Charles Stein; Dennis Udwin No
181 Fee A JPMCB Tarrunumn Murad No
182 Fee JPMCB 4228 Central, LLC No
183 Fee JPMCB Paul Cleeman; Daniel Abramson No
184 Fee A JPMCB Tarrunumn Murad No
186 Fee JPMCB William Bodner; Gregory Devorkin No
187 Fee A JPMCB Tarrunumn Murad No
191 Fee JPMCB Ernie D'Ascenzo; Irving Laker 900,000.0
193 Fee JPMCB James A. Diamond; William E. Diamond No
Roy E. Rewold; Beverly J. Rewold;
Frank H. Rewold; Roy E. Rewold Trust
U/A dated January 21, 1994; Beverly J.
Rewold Trust U/A dated January 21,
1994; Frank H. Rewold Trust U/A dated
195 Fee JPMCB May 16, 2000 No
196 Fee A JPMCB Tarrunumn Murad No
199 Fee JPMCB Ari Kowalsky; Israel Arenson No
201 Fee JPMCB Philip W. Stewart No
203 Fee JPMCB Thanestate Investment, Inc. No
Stephen R. Kaplan; Michael Wheelden;
Dino M. Katsoulas; Melissa A.
206 Fee JPMCB Katsoulas; Eddie Drosis No
209 Fee JPMCB William R. Collins, Jr. No
211 Fee JPMCB Philip W. Stewart No
212 Fee JPMCB Raymond S. Lipson No
214 Fee JPMCB Daniel Coletti; Frank Toth No
215 Fee JPMCB The Hampshire Generational Fund LLC 500,000.0
216 Fee JPMCB Stream Realty Partners, L.P. No
Daniel Cohen; Louis Antonucci; R.
219 Fee JPMCB Christopher Prant No
224 Fee JPMCB David M. Ross No
225 Fee JPMCB CMS Educational Assets Fund, L.P. No
226 Fee JPMCB Gurdev Singh No
231 Fee JPMCB Raymond S. Lipson No
242 Fee JPMCB Spencer M. Partrich No
<CAPTION>
UPFRONT ESCROW
----------------------------------------------------------------------------------------------------------------------
Upfront CapEx Upfront Eng. Upfront Envir. Upfront TI/LC Upfront
RE Upfront Upfront
Loan # Reserve Reserve Reserve Reserve Tax Reserve Ins. Reserve
Other Reserve
-------- -------------- --------------- ----------------
---------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
<C> <C>
5 0.00 0.00 0.00 4,079,719.00 2,495,403.79 309,917.50 0.00
6 0.00 0.00 0.00 0.00 0.00 0.00 0.00
23 0.00 0.00 0.00 0.00 30,437.05 0.00 0.00
26 0.00 0.00 0.00 1,380,000.00 99,222.94 15,204.58 0.00
27 0.00 25,875.00 0.00 150,000.00 59,732.17 149,534.92
1,108,670.00
31 0.00 25,000.00 50,000.00 0.00 143,830.45 27,334.67 0.00
34 0.00 32,631.00 0.00 0.00 211,137.38 73,323.15 0.00
36 0.00 0.00 0.00 0.00 70,921.95 0.00 0.00
39 0.00 0.00 0.00 0.00 0.00 0.00 0.00
41 0.00 95,625.00 0.00 0.00 124,952.10 120,612.00
2,561,000.00
43 0.00 7,331.25 0.00 650,000.00 172,945.56 0.00 0.00
50 0.00 0.00 0.00 0.00 198,258.51 17,193.00 0.00
55 0.00 0.00 0.00 0.00 222,538.47 3,375.00 3,390.00
56 0.00 0.00 0.00 0.00 150,785.48 0.00 0.00
58 0.00 0.00 0.00 1,000,000.00 0.00 0.00 0.00
62 0.00 0.00 0.00 0.00 201,403.33 0.00 0.00
64 0.00 0.00 0.00 0.00 176,935.51 0.00 0.00
73 0.00 57,588.00 0.00 0.00 166,663.00 112,353.53 0.00
76 0.00 24,375.00 0.00 300,000.00 74,372.55 20,940.50 0.00
79 200,000.00 4,687.50 0.00 0.00 175,647.41 9,004.33 0.00
80 0.00 0.00 0.00 0.00 165,594.62 0.00 0.00
86 0.00 0.00 0.00 0.00 237,856.85 0.00 0.00
90 0.00 168,503.00 0.00 0.00 59,553.31 9,299.25 0.00
91 0.00 0.00 0.00 0.00 21,587.59 4,886.83 500,000.00
94 0.00 0.00 0.00 0.00 93,330.76 53,240.83 0.00
95 0.00 0.00 0.00 0.00 30,045.28 36,666.67 0.00
97 0.00 4,125.00 0.00 0.00 42,778.94 14,606.52 0.00
108 0.00 0.00 0.00 0.00 13,709.11 0.00 0.00
114 0.00 0.00 0.00 275,819.00 32,115.82 2,848.00 0.00
115 0.00 15,312.50 0.00 0.00 27,773.64 8,351.50 1,504,700.00
125 0.00 0.00 0.00 0.00 16,000.00 18,702.83 0.00
129 0.00 0.00 0.00 0.00 38,299.80 23,234.17 596,576.06
130 0.00 0.00 0.00 0.00 0.00 0.00 0.00
131 0.00 0.00 0.00 0.00 27,767.54 2,878.67 0.00
134 0.00 0.00 0.00 0.00 111,458.32 24,950.27 0.00
140 0.00 625.00 0.00 0.00 41,139.12 27,674.37 0.00
141 0.00 0.00 0.00 0.00 102,083.33 29,353.28 1,000,000.00
142 0.00 172,187.50 0.00 0.00 52,589.81 19,469.00 0.00
146 0.00 0.00 0.00 0.00 47,013.23 0.00 0.00
147 0.00 0.00 0.00 0.00 15,061.41 1,608.00 0.00
148 0.00 0.00 0.00 0.00 32,981.70 6,014.18 0.00
149 0.00 0.00 0.00 0.00 19,781.72 4,146.00 16,800.00
155 0.00 0.00 0.00 0.00 23,777.08 7,935.31 0.00
156 0.00 124,500.00 0.00 0.00 26,688.88 6,663.50 350,000.00
158 0.00 0.00 0.00 0.00 0.00 1,745.50 0.00
160 0.00 0.00 0.00 0.00 23,714.60 11,840.00 0.00
167 0.00 0.00 0.00 0.00 45,045.03 11,666.67 0.00
168 0.00 0.00 0.00 0.00 0.00 0.00 4,500.00
169 0.00 0.00 0.00 0.00 59,710.00 17,593.46 0.00
164 0.00 0.00 0.00 0.00 20,235.88 3,522.00 0.00
177 0.00 0.00 0.00 0.00 51,933.97 12,124.00 0.00
178 84,000.00 5,122.50 0.00 0.00 10,259.11 51,138.75 0.00
179 0.00 40,511.00 0.00 0.00 24,557.13 14,488.25 0.00
181 0.00 0.00 0.00 0.00 9,563.58 11,173.33 0.00
182 0.00 0.00 0.00 0.00 0.00 0.00 0.00
183 0.00 0.00 0.00 0.00 40,974.22 1,262.50 0.00
184 0.00 0.00 0.00 0.00 45,064.00 12,683.00 0.00
186 0.00 0.00 0.00 0.00 0.00 1,322.00 0.00
187 0.00 0.00 0.00 0.00 36,212.04 11,444.67 0.00
191 0.00 0.00 0.00 0.00 30,196.90 3,295.25 150,000.00
193 0.00 47,895.00 0.00 75,000.00 15,089.44 12,956.35
33,333.00
195 0.00 0.00 0.00 200,000.00 80,132.05 14,766.92 0.00
196 0.00 0.00 0.00 0.00 74,653.83 13,888.33 0.00
199 0.00 0.00 0.00 0.00 38,836.61 5,216.25 0.00
201 0.00 4,375.00 0.00 0.00 16,382.08 5,906.06 0.00
203 0.00 0.00 0.00 0.00 55,808.24 3,198.50 0.00
206 0.00 0.00 0.00 0.00 26,325.83 2,723.25 0.00
209 0.00 0.00 0.00 0.00 70,229.34 0.00 0.00
211 0.00 0.00 0.00 0.00 14,651.88 5,028.63 0.00
212 0.00 0.00 0.00 0.00 0.00 0.00 0.00
214 0.00 0.00 0.00 138,537.00 6,882.00 726.00 450,000.00
215 0.00 0.00 0.00 0.00 0.00 0.00 0.00
216 0.00 0.00 0.00 0.00 0.00 0.00 0.00
219 0.00 0.00 0.00 0.00 12,508.60 1,602.00 0.00
224 0.00 0.00 0.00 0.00 2,886.94 2,167.50 0.00
225 0.00 0.00 0.00 0.00 0.00 0.00 0.00
226 46,230.00 0.00 0.00 0.00 42,637.46 0.00 65,362.20
231 0.00 0.00 0.00 0.00 0.00 0.00 0.00
242 0.00 0.00 0.00 200,000.00 17,256.75 0.00 0.00
<CAPTION>
MONTHLY ESCROW
-----------------------------------------------------------------------------------------------
Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Monthly
Ins. Monthly Other
Loan # Reserve Reserve Reserve Tax Reserve Reserve Reserve
------- ------------- -------------- -------------
-------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
<C>
5 8071.04 0.00 50000.00 415900.63 51652.92 0.00
6 0.00 0.00 0.00 0.00 0.00 0.00
23 0.00 0.00 0.00 30437.05 0.00 0.00
26 0.00 0.00 0.00 99222.94 2172.08 0.00
27 3664.78 0.00 0.00 11946.43 13594.08 0.00
31 1580.69 0.00 28824.17 23971.74 6833.67 0.00
34 5862.50 0.00 0.00 23459.71 10474.74 0.00
36 2724.00 0.00 0.00 23640.65 0.00 0.00
39 0.00 0.00 0.00 0.00 0.00 0.00
41 34366.50 0.00 0.00 17547.00 10488.00 0.00
43 2371.80 0.00 0.00 28824.26 0.00 0.00
50 0.00 0.00 11310.00 19826.85 1563.00 0.00
55 0.00 0.00 0.00 37089.75 1125.00 0.00
56 21431.50 0.00 0.00 30157.10 0.00 0.00
58 2856.96 0.00 0.00 0.00 0.00 0.00
62 0.00 0.00 0.00 25175.42 0.00 0.00
64 0.00 0.00 0.00 22116.94 0.00 0.00
73 7200.00 0.00 0.00 23809.00 16050.50 0.00
76 0.00 0.00 0.00 14874.51 3490.08 0.00
79 4641.00 0.00 0.00 29274.57 4502.17 0.00
80 1206.75 0.00 0.00 27599.10 0.00 0.00
86 0.00 0.00 0.00 23785.69 0.00 0.00
90 1270.15 0.00 4167.00 29776.66 1033.25 0.00
91 682.55 0.00 2388.93 7195.86 2443.42 0.00
94 7208.40 0.00 0.00 23332.69 10648.16 0.00
95 1625.39 0.00 0.00 5007.55 3333.33 0.00
97 5443.15 0.00 0.00 14259.65 7303.26 0.00
108 1179.17 0.00 0.00 6854.55 0.00 0.00
114 1728.13 0.00 18518.52 3568.42 2848.00 0.00
115 0.00 0.00 0.00 6943.41 2783.83 0.00
125 0.00 0.00 0.00 13828.55 2671.83 0.00
129 2200.00 0.00 0.00 9574.95 3319.17 0.00
130 0.00 0.00 0.00 0.00 0.00 0.00
131 0.00 0.00 0.00 3470.94 719.67 0.00
134 2933.00 0.00 0.00 15922.62 3564.32 0.00
140 3791.50 0.00 0.00 8227.82 3459.30 0.00
141 3733.00 0.00 0.00 14583.33 4193.33 0.00
142 2216.67 0.00 0.00 7512.83 1867.16 0.00
146 493.45 0.00 2506.55 9402.65 0.00 0.00
147 0.00 0.00 0.00 5020.47 526.00 0.00
148 4633.33 0.00 0.00 8245.42 6014.18 0.00
149 573.88 0.00 0.00 3296.95 2073.00 0.00
155 3060.56 0.00 0.00 7925.69 3967.66 0.00
156 1384.12 0.00 0.00 13344.44 3331.75 0.00
158 562.67 0.00 0.00 0.00 872.75 0.00
160 8498.92 0.00 0.00 3387.80 2960.00 0.00
167 8533.75 0.00 0.00 7507.50 2916.67 0.00
168 389.64 0.00 0.00 0.00 0.00 0.00
169 1733.00 0.00 0.00 8530.00 2513.35 0.00
164 204.35 0.00 0.00 2890.84 1761.00 0.00
177 9175.00 0.00 0.00 8655.66 3031.00 0.00
178 3500.00 0.00 0.00 5129.55 3933.75 0.00
179 1135.00 0.00 0.00 3578.32 2.069.75 0.00
181 7963.33 0.00 0.00 3187.86 2793.33 0.00
182 0.00 0.00 0.00 0.00 0.00 0.00
183 616.73 0.00 4111.50 5853.46 631.25 0.00
184 8083.92 0.00 0.00 11266.24 3170.75 0.00
186 0.00 0.00 0.00 8086.07 1322.00 0.00
187 8300.17 0.00 0.00 4526.51 2861.17 0.00
191 0.00 0.00 0.00 3774.61 470.75 0.00
193 1450.00 0.00 8167.00 7544.72 1079.70 0.00
195 630.00 0.00 0.00 11447.44 1135.92 0.00
196 8975.75 0.00 0.00 12442.31 3472.08 0.00
199 2031.45 0.00 0.00 4487.79 1738.75 0.00
201 2168.12 0.00 0.00 5460.69 2953.03 0.00
203 250.33 0.00 0.00 9301.37 1066.17 0.00
206 0.00 0.00 0.00 5265.17 907.75 0.00
209 530.00 0.00 0.00 8778.67 0.00 0.00
211 1922.94 0.00 0.00 4
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