Exhibit 10.2
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J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
PURCHASER
EUROHYPO AG, NEW YORK BRANCH,
SELLER
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of September 1, 2006
Fixed Rate Mortgage Loans
Series 2006-LDP8
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This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as
of September 1, 2006, is between J.P. Morgan Chase Commercial
Mortgage
Securities Corp., as purchaser (the "Purchaser"), and Eurohypo AG,
New York
Branch, as seller (the "Seller").
Capitalized terms used in this Agreement not defined herein
shall
have the meanings ascribed to them in the Pooling and Servicing
Agreement dated
as of September 1, 2006 (the "Pooling and Servicing Agreement")
among the
Purchaser, as depositor (the "Depositor"), Wells Fargo Bank N.A.
and Midland
Loan Services, Inc., as master servicers (each, a "Master
Servicer"), J.E.
Robert Company, Inc., 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 applicable Master Servicer and the Seller) all of its
right, title,
and interest in and to the Mortgage Loans including all interest
and principal
received on or with respect to the Mortgage Loans after the Cut-off
Date (other
than payments of principal and interest first due on the Mortgage
Loans on or
before the Cut-off Date). Upon the sale of the Mortgage Loans, the
ownership of
each related Mortgage Note, the Mortgage and the other contents of
the related
Mortgage File will be vested in the Purchaser and immediately
thereafter the
Trustee and the ownership of records and documents with respect to
the related
Mortgage Loan prepared by or which come into the possession of the
Seller (other
than the records and documents described in the proviso to Section
3(a) hereof)
shall immediately vest in the Purchaser and immediately thereafter
the Trustee.
The Seller's records will accurately reflect the sale of each
Mortgage Loan to
the Purchaser. The Depositor will sell the Class A-1, Class A-2,
Class A-3A,
Class A-3FL, Class A-3B, 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 (the "Underwriters") specified
in the
underwriting agreement dated September 22, 2006 (the "Underwriting
Agreement")
between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for
itself and
as representative of the several underwriters identified therein,
and the
Depositor will sell the Class E, Class 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, the initial purchaser (together with the
Underwriters,
the "Dealers") specified in the certificate purchase agreement
dated September
22, 2006 (the "Certificate Purchase Agreement"), between the
Depositor and JPMSI
for itself and as representative of the initial purchasers
identified therein.
The sale and conveyance of the Mortgage Loans is being conducted
on
an arms length basis and upon commercially reasonable terms. As the
purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller
or at the
Seller's direction in immediately available funds the sum of
$614,345,257.10
(which amount is inclusive of accrued interest and exclusive of the
Seller's pro
rata share of the costs set forth in Section 9 hereof). The
purchase and sale of
the Mortgage Loans shall take place on the Closing Date.
SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the
Purchaser,
record title to each Mortgage and the related Mortgage Note shall
be transferred
to the Trustee in accordance with this Agreement. Any funds due
after the
Cut-off Date in connection with a Mortgage Loan received by the
Seller shall be
held in trust for the benefit of the Trustee as the owner of such
Mortgage Loan
and shall be transferred promptly to the applicable Master
Servicer. All
scheduled payments of principal and interest due on or before the
Cut-off Date
but collected after the Cut-off Date, and recoveries of principal
and interest
collected on or before the Cut-off Date (only in respect of
principal and
interest on the Mortgage Loans due on or before the Cut-off Date
and principal
prepayments thereon), shall belong to, and shall be promptly
remitted to, the
Seller.
The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of
the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat
the transfer
of each Mortgage Loan to the Purchaser as a sale for tax
purposes.
The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as a
purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser
intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase
for tax
purposes.
SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs
and
Expenses. (a) The Purchaser hereby directs the Seller, and the
Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated
herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed
thereby, all
documents, instruments and agreements required to be delivered by
the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections
2.01(b) and
2.01(c) of the Pooling and Servicing Agreement, and meeting all the
requirements
of such Sections 2.01(b) and 2.01(c), and such other documents,
instruments and
agreements as the Purchaser or the Trustee shall reasonably
request. In
addition, the Seller agrees to deliver or cause to be delivered to
the
applicable Master Servicer, the Servicing File for each Mortgage
Loan
transferred pursuant to this Agreement; provided that the Seller
shall not be
required to deliver any draft documents, or any attorney client
communications
which are privileged communications or constitute legal or other
due diligence
analyses, or internal communications of the Seller or its
affiliates, or credit
underwriting or other analyses or data.
(b) With respect to the transfer described in Section 1 hereof,
if
the Mortgage Loan documents do not require the related Mortgagor to
pay any
costs and expenses relating to any modifications to a related
letter of credit
which modifications are required to effectuate such transfer (the
"Transfer
Modification Costs"), then the Seller shall pay the Transfer
Modification Costs
required to transfer the letter of credit to the Trustee as
described in such
Section 1; provided that if the Mortgage Loan documents require the
related
Mortgagor to pay any Transfer Modification Costs, such Transfer
Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor
fails to pay
such Transfer Modification Costs after the applicable Master
Servicer has
exercised all remedies available under the applicable Mortgage Loan
documents to
collect such Transfer Modification Costs from such Mortgagor, in
which case the
applicable Master Servicer shall give the Seller notice of such
failure and the
amount of such Transfer Modification costs and the Seller shall pay
such
Transfer Modification Costs.
SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed
to the
Purchaser, all of its right, title and interest in and to the
Mortgage Loans.
The parties intend that such conveyance of the Seller's right,
title and
interest in and to the Mortgage Loans pursuant to this Agreement
shall
constitute a purchase and sale and not a loan. If such conveyance
is deemed to
be a pledge and not a sale, then the parties also intend and agree
that the
Seller shall be deemed to have granted, and in such event does
hereby grant, to
the Purchaser, a first priority security interest in all of its
right, title and
interest in, to and under the Mortgage Loans, all payments of
principal or
interest on such Mortgage Loans due after the Cut-off Date, all
other payments
made in respect of such Mortgage Loans after the Cut-off Date
(except to the
extent such payments were due on or before the Cut-off Date) and
all proceeds
thereof and that this Agreement shall constitute a security
agreement under
applicable law. If such conveyance is deemed to be a pledge and not
a sale, the
Seller consents to the Purchaser hypothecating and transferring
such security
interest in favor of the Trustee and transferring the obligation
secured thereby
to the Trustee.
SECTION 5. Covenants of the Seller. The Seller covenants with
the
Purchaser as follows:
(a) it shall record or cause a third party to record in the
appropriate public recording office for real property the
intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage
from the
Seller to the Trustee in connection with the Pooling and Servicing
Agreement.
All recording fees relating to the initial recordation of such
intermediate
assignments and Assignments of Mortgage shall be paid by the
Seller;
(b) it shall take any action reasonably required by the
Purchaser,
the Trustee or the applicable Master Servicer, in order to assist
and facilitate
in the transfer of the servicing of the Mortgage Loans to the
applicable Master
Servicer, including effectuating the transfer of any letters of
credit with
respect to any Mortgage Loan to the Trustee (in care of the
applicable Master
Servicer) for the benefit of Certificateholders. Prior to the date
that a letter
of credit, if any, with respect to any Mortgage Loan is transferred
to the
Trustee (in care of the applicable Master Servicer), the Seller
will cooperate
with the reasonable requests of the applicable Master Servicer or
Special
Servicer, as applicable, in connection with effectuating a draw
under such
letter of credit as required under the terms of the related
Mortgage Loan
documents;
(c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of
counsel for the
Underwriters, a prospectus relating to the Offered Certificates is
required by
applicable law to be delivered in connection with sales thereof by
an
Underwriter or a Dealer, any event shall occur as a result of which
it is
necessary to amend or supplement the Prospectus Supplement,
including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith,
with respect to
any information relating to the Mortgage Loans or the Seller, in
order to make
the statements therein, in the light of the circumstances when the
Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is
necessary to
amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to
any
information relating to the Mortgage Loans or the Seller, to comply
with
applicable law, the Seller shall do all things necessary to assist
the Depositor
to prepare and furnish, at the expense of the Seller (to the extent
that such
amendment or supplement relates to the Seller, the Mortgage Loans
listed on
Exhibit A and/or any information relating to the same, as provided
by the
Seller), to the Underwriters such amendments or supplements to the
Prospectus
Supplement as may be necessary, so that the statements in the
Prospectus
Supplement as so amended or supplemented, including Annexes A-1,
A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will not, in the
light of the
circumstances when the Prospectus is so amended or supplemented, be
misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2,
A-3 and B
thereto and the Diskette included therewith, with respect to any
information
relating to the Mortgage Loans or the Seller, will comply with
applicable law.
All terms used in this clause (c) and not otherwise defined herein
shall have
the meaning set forth in the Indemnification Agreement, dated as of
September
22, 2006 between the Purchaser and the Seller (the "Indemnification
Agreement");
and
(d) for so long as the Trust is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the
Purchaser (or
with respect to any Companion Loan related to a Serviced Whole Loan
or any
Serviced Securitized Companion Loan that is deposited into an
Other
Securitization or a Regulation AB Companion Loan Securitization,
the depositor
in such Other Securitization or Regulation AB Companion Loan
Securitization) and
the Trustee with any Additional Form 10-D Disclosure and any
Additional Form
10-K Disclosure set forth next to the Purchaser's name on Exhibit X
and Exhibit
Y of the Pooling and Servicing Agreement within the time periods
set forth in
the Pooling and Servicing Agreement.
SECTION 6.
Representations and Warranties.
(a) The Seller represents and warrants to the Purchaser as of
the
Closing Date that:
(i) it is duly licensed and authorized to transact business in
the State
of New York as a branch of a foreign bank under Article V of
the
Banking
Law of the United States;
(ii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iii) it has the power to execute, deliver and perform this
Agreement;
(iv) it is legally authorized to transact business in the State
of New York. The
Seller is in compliance with the laws of each state in
which any
Mortgaged Property is located to the extent necessary so that a
subsequent
holder of the related Mortgage Loan (including, without
limitation, the Purchaser) that is in compliance with the laws of
such
state
would not be prohibited from enforcing such Mortgage Loan solely
by
reason of
any non-compliance by the Seller;
(v) the execution, delivery and performance of this Agreement
by
the Seller
have been duly authorized by all requisite action by the
Seller's
board of directors and will not violate or breach any provision
of its
organizational documents;
(vi) this Agreement has been duly executed and delivered by the
Seller and
constitutes a legal, valid and binding obligation of the
Seller,
enforceable against it in accordance with its terms (except as
enforcement thereof may be limited by bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other
laws
affecting
the enforcement of creditors' rights generally and by general
equitable
principles regardless of whether enforcement is considered in a
proceeding
in equity or at law);
(vii) there are no legal or governmental proceedings pending to
which the
Seller is a party or of which any property of the Seller is the
subject
which, if determined adversely to the Seller, would reasonably
be
expected
to adversely affect (A) the transfer of the Mortgage Loans and
the
Mortgage Loan documents as contemplated herein, (B) the execution
and
delivery
by the Seller or enforceability against the Seller of the
Mortgage
Loans or this Agreement, or (C) the performance of the Seller's
obligations hereunder;
(viii) it has no actual knowledge that any statement, report,
officer's
certificate or other document prepared and furnished or to be
furnished
by the Seller in connection with the transactions contemplated
hereby
(including, without limitation, any financial cash flow models
and
underwriting file abstracts furnished by the Seller) contains any
untrue
statement
of a material fact or omits to state a material fact necessary
in order
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading;
(ix) it is not, nor with the giving of notice or lapse of time
or
both would be,
in violation of or in default under any indenture,
mortgage,
deed of trust, loan agreement or other agreement or instrument
to which
it is a party or by which it or any of its properties is bound,
except for
violations and defaults which individually and in the aggregate
would not
have a material adverse effect on the transactions contemplated
herein;
the sale of the Mortgage Loans and the performance by the
Seller
of all of
its obligations under this Agreement and the consummation by
the
Seller of
the transactions herein contemplated do not conflict with or
result in
a breach of any of the terms or provisions of, or constitute a
default
under, any material indenture, mortgage, deed of trust, loan
agreement
or other agreement or instrument to which the Seller is a party
or by
which the Seller is bound or to which any of the property or
assets
of the
Seller is subject, nor will any such action result in any
violation
of the provisions of
any applicable law or statute or any order, rule or
regulation
of any court or governmental agency or body having jurisdiction
over the
Seller, or any of its properties, except for conflicts,
breaches,
defaults
and violations which individually and in the aggregate would
not
have a
material adverse effect on the transactions contemplated
herein;
and no
consent, approval, authorization, order, license, registration
or
qualification of or with any such court or governmental agency or
body is
required
for the consummation by the Seller of the transactions
contemplated by this Agreement, other than any consent,
approval,
authorization, order, license, registration or qualification that
has been
obtained
or made;
(x) it has either (A) not dealt with any Person (other than the
Purchaser
or the Dealers or their respective affiliates or any servicer
of
a Mortgage
Loan) that may be entitled to any commission or compensation in
connection
with the sale or purchase of the Mortgage Loans or entering
into this
Agreement or (B) paid in full any such commission or
compensation (except with respect to any servicer of a Mortgage
Loan, any
commission
or compensation that may be due and payable to such servicer if
such
servicer is terminated and does not continue to act as a
servicer);
and
(xi) it is solvent and the sale of the Mortgage Loans hereunder
will not
cause it to become insolvent; and the sale of the Mortgage
Loans
is not
undertaken with the intent to hinder, delay or defraud any of
the
Seller's
creditors.
(b) The Purchaser represents and warrants to the Seller as of
the
Closing Date that:
(i) it is a corporation duly organized, validly existing, and
in
good
standing in the State of Delaware;
(ii) it is duly qualified as a foreign corporation in good
standing
in all jurisdictions in which ownership or lease of its
property
or the
conduct of its business requires such qualification, except
where
the
failure to be so qualified would not have a material adverse effect
on
the
Purchaser, and the Purchaser is conducting its business so as
to
comply in
all material respects with the applicable statutes, ordinances,
rules and
regulations of each jurisdiction in which it is conducting
business;
(iii) it has the power and authority to own its property and to
carry on
its business as now conducted;
(iv) it has the power to execute, deliver and perform this
Agreement,
and neither the execution and delivery by the Purchaser of this
Agreement,
nor the consummation by the Purchaser of the transactions
herein
contemplated, nor the compliance by the Purchaser with the
provisions
hereof, will (A) conflict with or result in a breach of, or
constitute
a default under, any of the provisions of the certificate of
incorporation or by-laws of the Purchaser or any of the provisions
of any
law,
governmental rule, regulation, judgment, decree or order binding
on
the
Purchaser or any of its properties, or any indenture, mortgage,
contract
or other instrument or agreement to which the Purchaser is a
party or
by which it is bound, or (B) result in the creation or
imposition
of any
lien, charge or encumbrance upon any of the Purchaser's
property
pursuant
to the terms of any such indenture, mortgage, contract or other
instrument
or agreement;
(v) this Agreement constitutes a legal, valid and binding
obligation
of the Purchaser enforceable against it in accordance with its
terms
(except as enforcement thereof may be limited by (a)
bankruptcy,
receivership, conservatorship, reorganization, insolvency,
moratorium or
other laws
affecting the enforcement of creditors' rights generally and
(b)
general equitable principles (regardless of whether enforcement
is
considered
in a proceeding in equity or law));
(vi) there are no legal or governmental proceedings pending to
which the
Purchaser is a party or of which any property of the Purchaser
is the
subject which, if determined adversely to the Purchaser, might
interfere
with or adversely affect the consummation of the transactions
contemplated herein and in the Pooling and Servicing Agreement; to
the
best of
the Purchaser's knowledge, no such proceedings are threatened
or
contemplated by any governmental authorities or threatened by
others;
(vii) it is not in default with respect to any order or decree
of
any court
or any order, regulation or demand of any federal, state
municipal
or governmental agency, which default might have consequences
that would
materially and adversely affect the condition (financial or
other) or
operations of the Purchaser or its properties or might have
consequences that would materially and adversely affect its
performance
hereunder;
(viii) it has not dealt with any broker, investment banker,
agent
or other
person, other than the Seller, the Dealers and their respective
affiliates, that may be entitled to any commission or compensation
in
connection
with the purchase and sale of the Mortgage Loans or the
consummation of any of the transactions contemplated hereby;
(ix) all consents, approvals, authorizations, orders or filings
of or with
any court or governmental agency or body, if any, required for
the
execution, delivery and performance of this Agreement by the
Purchaser
have been
obtained or made; and
(x) it has not intentionally violated any provisions of the
United
States Secrecy Act, the United States Money Laundering Control
Act
of 1986 or
the United States International Money Laundering Abatement and
Anti-Terrorism Financing Act of 2001.
(c) The Seller further
makes the representations and warranties as
to the Mortgage Loans set forth in Exhibit B as of the Closing Date
(or as of
such other date if specifically provided in the particular
representation or
warranty), which representations and warranties are subject to the
exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller
of the
Mortgage Files, Servicing Files, or any other documents required to
be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the
review
thereof or any other due diligence by the Trustee, any Master
Servicer, the
Special Servicer, a Certificate Owner or any other Person shall
relieve the
Seller of any liability or obligation with respect to any
representation or
warranty or otherwise under this Agreement or constitute notice to
any Person of
a Breach or Defect.
(d) Pursuant to this Agreement or Section 2.03(b) of the Pooling
and
Servicing Agreement, the Seller and the Purchaser shall be given
notice of any
Breach or Defect that materially and adversely affects the value of
any Mortgage
Loan, the value of the related Mortgaged Property or the interests
of the
Trustee or any Certificateholder therein.
(e) Upon notice pursuant to Section 6(d) above, the Seller
shall,
not later than 90 days from the earlier of the Seller's receipt of
the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan
not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, but
without regard to the rule of Treasury Regulation Section
1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified
mortgage, the
Seller's discovery of such Breach or Defect (the "Initial
Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material
respects,
(ii) repurchase the affected Mortgage Loan at the applicable
Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute
Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no
event shall
any such substitution occur later than the second anniversary of
the Closing
Date) and pay the applicable Master Servicer for deposit into the
Certificate
Account, any Substitution Shortfall Amount (as defined below) in
connection
therewith; provided, however, that except with respect to a Defect
resulting
solely from the failure by the Seller to deliver to the Trustee or
Custodian the
actual policy of lender's title insurance required pursuant to
clause (ix) of
the definition of Mortgage File by a date not later than 18 months
following the
Closing Date, if such Breach or Defect is capable of being cured
but is not
cured within the Initial Resolution Period, and the Seller has
commenced and is
diligently proceeding with the cure of such Breach or Defect within
the Initial
Resolution Period, the Seller shall have an additional 90 days
commencing
immediately upon the expiration of the Initial Resolution Period
(the "Extended
Resolution Period") to complete such cure (or, failing such cure,
to repurchase
the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan as
described above); and provided, further, that with respect to the
Extended
Resolution Period the Seller shall have delivered an officer's
certificate to
the Rating Agencies, the applicable Master Servicer, the Special
Servicer, the
Trustee and the Directing Certificateholder setting forth the
reason such Breach
or Defect is not capable of being cured within the Initial
Resolution Period and
what actions the Seller is pursuing in connection with the cure
thereof and
stating that the Seller anticipates that such Breach or Defect will
be cured
within the Extended Resolution Period. Notwithstanding the
foregoing, any Defect
or Breach which causes any Mortgage Loan not to be a "qualified
mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without
regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a
defective
mortgage loan to be treated as a qualified mortgage) shall be
deemed to
materially and adversely affect the interests of the holders of the
Certificates
therein, and such Mortgage Loan shall be repurchased or a Qualified
Substitute
Mortgage Loan substituted in lieu thereof without regard to the
extended cure
period described in the preceding sentence. If the affected
Mortgage Loan is to
be repurchased, the Seller shall remit the Repurchase Price
(defined below) in
immediately available funds to the Trustee.
If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan
document
requires the related Mortgagor to bear the costs and expenses
associated with
any particular action or matter under such Mortgage Loan
document(s), then
Seller shall cure such Breach within the applicable cure period (as
the same may
be extended) by reimbursing the Trust Fund (by wire transfer of
immediately
available funds) the reasonable amount of any such costs and
expenses incurred
by the applicable Master Servicer, the Special Servicer, the
Trustee or the
Trust Fund that are the basis of such Breach and have not been
reimbursed by the
related Mortgagor; provided, however, that in the event any such
costs and
expenses exceed $10,000, the Seller shall have the option to either
repurchase
or substitute for the related Mortgage Loan as provided above or
pay such costs
and expenses. Except as provided in the proviso to the immediately
preceding
sentence, the Seller shall remit the amount of such costs and
expenses and upon
its making such remittance, the Seller shall be deemed to have
cured such Breach
in all respects. To the extent any fees or expenses that are the
subject of a
cure by the Seller are subsequently obtained from the related
Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained
from the
Mortgagor shall be returned to the Seller pursuant to Section
2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the
sole remedy
with respect to any breach of the representation set forth in the
second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the
Seller of
such costs and expenses without respect to the materiality of such
breach.
Any of the following will cause a document in the Mortgage File
to
be deemed to have a Defect and to be conclusively presumed to
materially and
adversely affect the interests of Certificateholders in a Mortgage
Loan and to
be deemed to materially and adversely affect the interests of
the
Certificateholders in and the value of a Mortgage Loan: (a) the
absence from the
Mortgage File of the original signed Mortgage Note, unless the
Mortgage File
contains a signed lost note affidavit and indemnity with a copy of
the Mortgage
Note that appears to be regular on its face; (b) the absence from
the Mortgage
File of the original signed Mortgage that appears to be regular on
its face,
unless there is included in the Mortgage File a certified copy of
the Mortgage
and a certificate stating that the original signed Mortgage was
sent for
recordation; (c) the absence from the Mortgage File of the lender's
title
insurance policy (or if the policy has not yet been issued, an
original or copy
of a "marked up" written commitment or the pro-forma or specimen
title insurance
policy or a commitment to issue the same pursuant to written escrow
instructions
signed by the title insurance company) called for by clause (ix) of
the
definition of "Mortgage File" in the Pooling and Servicing
Agreement; (d) the
absence from the Mortgage File of any required letter of credit;
(e) with
respect to any leasehold mortgage loan, the absence from the
related Mortgage
File of a copy (or an original, if available) of the related Ground
Lease; or
(f) the absence from the Mortgage File of any intervening
assignments required
to create a complete chain of assignments to the Trustee on behalf
of the Trust,
unless there is included in the Mortgage File a certified copy of
the
intervening assignment and a certificate stating that the original
intervening
assignments were sent for recordation; provided, however, that no
Defect (except
the Defects previously described in clauses (a) through (f)) shall
be considered
to materially and adversely affect the value of any Mortgage Loan,
the value of
the related Mortgaged Property or the interests of the Trustee or
any
Certificateholder therein unless the document with respect to which
the Defect
exists is required in connection with an imminent enforcement of
the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any
claim asserted
by any borrower or third party with respect to the Mortgage Loan,
establishing
the validity or priority of any lien on any collateral securing the
Mortgage
Loan or for any immediate significant servicing obligation.
Notwithstanding the
foregoing, the delivery of executed escrow instructions or a
commitment to issue
a lender's title insurance policy, as provided in clause (ix) of
the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu
of the
delivery of the actual policy of lender's title insurance, shall
not be
considered a Defect or Breach with respect to any Mortgage File if
such actual
policy is delivered to the Trustee or its Custodian within 18
months after the
Closing Date.
If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of
this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the
applicable Defect
or Breach does not constitute a Defect or Breach, as the case may
be, as to any
other Crossed Loan in such Crossed Group (without regard to this
paragraph),
then the applicable Defect or Breach, as the case may be, will be
deemed to
constitute a Defect or Breach, as the case may be, as to each other
Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller
will be
required to repurchase or substitute for all of the remaining
Crossed Loans in
the related Crossed Group as provided in the first paragraph of
this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy
the Crossed
Loan Repurchase Criteria, and the Mortgage Loan affected by the
applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if
any, satisfy all
other criteria for repurchase or substitution, as applicable, of
Mortgage Loans
set forth herein. In the event that the remaining Crossed Loans
satisfy the
aforementioned criteria, the Seller may elect either to repurchase
or substitute
for only the affected Crossed Loan as to which the related Breach
or Defect
exists or to repurchase or substitute for all of the Crossed Loans
in the
related Crossed Group. The Seller shall be responsible for the cost
of any
Appraisal required to be obtained by the applicable Master Servicer
to determine
if the Crossed Loan Repurchase Criteria have been satisfied, so
long as the
scope and cost of such Appraisal has been approved by the Seller
(such approval
not to be unreasonably withheld).
To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed
above while the
Trustee continues to hold any other Crossed Loans in such Crossed
Group, neither
the Seller nor the Trustee shall enforce any remedies against the
other's
Primary Collateral, but each is permitted to exercise remedies
against the
Primary Collateral securing its respective Crossed Loans, including
with respect
to the Trustee, the Primary Collateral securing Crossed Loans still
held by the
Trustee.
If the exercise of remedies by one party would materially impair
the
ability of the other party to exercise its remedies with respect to
the Primary
Collateral securing the Crossed Loans held by such party, then the
Seller and
the Trustee shall forbear from exercising such remedies until the
Mortgage Loan
documents evidencing and securing the relevant Crossed Loans can be
modified in
a manner that removes the threat of material impairment as a result
of the
exercise of remedies or some other accommodation can be reached.
Any reserve or
other cash collateral or letters of credit securing the Crossed
Loans shall be
allocated between such Crossed Loans in accordance with the
Mortgage Loan
documents, or otherwise on a pro rata basis based upon their
outstanding Stated
Principal Balances. Notwithstanding the foregoing, if a Crossed
Loan that
remains in the Trust Fund is modified to terminate the related
cross
collateralization and/or cross default provisions, as a condition
to such
modification, the Seller shall furnish to the Trustee an Opinion of
Counsel that
any modification shall not cause an Adverse REMIC Event. Any
expenses incurred
by the Purchaser in connection with such modification or
accommodation
(including but not limited to recoverable attorney fees) shall be
paid by the
Seller.
The "Repurchase Price" with respect to any Mortgage Loan or REO
Loan
to be repurchased pursuant to this Agreement and Section 2.03 of
the Pooling and
Servicing Agreement, shall have the meaning given to the term
"Purchase Price"
in the Pooling and Servicing Agreement.
A "Qualified Substitute Mortgage Loan" with respect to any
Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and
Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning
given to such
term in the Pooling and Servicing Agreement.
A "Substitution Shortfall Amount" with respect to any Mortgage
Loan
or REO Loan to be substituted pursuant to this Agreement and
Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to
such term in
the Pooling and Servicing Agreement.
In connection with any repurchase or substitution of one or
more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute
and deliver,
or cause the execution and delivery of, such endorsements and
assignments,
without recourse, as shall be necessary to vest in the Seller the
legal and
beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage
Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to
the Seller of all portions of the Mortgage File and other documents
(including
the Servicing File) pertaining to such Mortgage Loan possessed by
the Trustee,
or on the Trustee's behalf, and (iii) the Purchaser shall release,
or cause to
be released, to the Seller any escrow payments and reserve funds
held by the
Trustee, or on the Trustee's behalf, in respect of such repurchased
or replaced
Mortgage Loans.
(f) The representations and warranties of the parties hereto
shall
survive the execution and delivery and any termination of this
Agreement and
shall inure to the benefit of the respective parties,
notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or
Assignment of
Mortgage or the examination of the Mortgage Files.
(g) Each party hereby agrees to promptly notify the other party
of
any Breach of a representation or warranty contained in this
Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or
substitute for
the affected Mortgage Loan pursuant to Section 6(e) herein shall
constitute the
sole remedy available to the Purchaser in connection with a Breach
or Defect
(subject to the last sentence of the second paragraph of Section
6(e)). It is
acknowledged and agreed that the representations and warranties are
being made
for risk allocation purposes only; provided, however, that no
limitation of
remedy is implied with respect to the Seller's breach of its
obligation to cure,
repurchase or substitute in accordance with the terms and
conditions of this
Agreement.
SECTION 7. Conditions to Closing. The obligations of the
Purchaser
to purchase the Mortgage Loans shall be subject to the
satisfaction, on or prior
to the Closing Date, of the following conditions:
(a) Each of the obligations of the Seller required to be
performed
by it at or prior to the Closing Date pursuant to the terms of this
Agreement
shall have been duly performed and complied with and all of the
representations
and warranties of the Seller under this Agreement shall be true and
correct in
all material respects as of the Closing Date, and no event shall
have occurred
as of the Closing Date which, with notice or passage of time, would
constitute a
default under this Agreement, and the Purchaser shall have received
a
certificate to the foregoing effect signed by an authorized officer
of the
Seller substantially in the form of Exhibit D.
(b) The Purchaser shall have received the following additional
closing documents:
(i) copies of the Seller's articles of association and
memorandum
of
association, certified as of a recent date by the General Counsel
of
the
Seller;
(ii) an original or copy of a certificate of corporate
existence
of the
Seller issued by the State of New York Banking Department dated
not
earlier
than sixty days prior to the Closing Date;
(iii) an opinion of counsel of the Seller, in form and
substance
satisfactory to
the Purchaser and its counsel, substantially to the effect
that:
(A) the Seller is duly licensed and authorized to transact
business in the State of New York as a branch of a foreign bank
under Article V of the Banking Law of the United States;
(B) the Seller has the power to conduct its business as now
conducted and to incur and perform its obligations under this
Agreement and the Indemnification Agreement;
(C) all necessary corporate or other action has been taken by
the Seller to authorize the execution, delivery and performance
of
this Agreement and the Indemnification Agreement by the Seller
and
this
Agreement is a legal, valid and binding agreement of the Seller
enforceable against the Seller, whether such enforcement is
sought
in a procedure at law or in equity, except to the extent such
enforcement may be limited by bankruptcy or other similar
creditors'
laws or principles of equity and public policy considerations
underlying the securities laws, to the extent that such public
policy considerations limit the enforceability of the provisions
of
the Agreement which purport to provide indemnification with
respect
to securities law violations;
(D) the Seller's execution and delivery of, and the Seller's
performance of its obligations under, each of this Agreement and
the
Indemnification Agreement do not and will not conflict with the
Seller's articles of association or by-laws or conflict with or
result in the breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust,
loan agreement or other material agreement or instrument to
which
the Seller is a party or by which the Seller is bound, or to
which
any of the property or assets of the Seller is subject or
violate
any provisions of law or conflict with or result in the breach
of
any order of any court or any governmental body binding on the
Seller;
(E) there is no litigation, arbitration or mediation pending
before any court, arbitrator, mediator or administrative body, or
to
such counsel's actual knowledge, threatened, against the Seller
which (i) questions, directly or indirectly, the validity or
enforceability of this Agreement or the Indemnification Agreement
or
(ii) would, if decided adversely to the Seller, either
individually
or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Seller to perform its
obligations under this Agreement or the Indemnification
Agreement;
and
(F) no consent, approval, authorization, order, license,
registration or qualification of or with federal court or
governmental agency or body is required for the consummation by
the
Seller of the transactions contemplated by this Agreement and
the
Indemnification
Agreement, except such consents, approvals,
authorizations, orders, licenses, registrations or qualifications
as
have been obtained; and
(iv) a letter from counsel of the Seller to the effect that
nothing has come
to such counsel's attention that would lead such counsel
to believe
that the Prospectus Supplement as of the date thereof or as of
the
Closing Date contains, with respect to the Seller or the
Mortgage
Loans, any
untrue statement of a material fact or omits to state a
material
fact necessary in order to make the statements therein relating
to the
Seller or the Mortgage Loans, in the light of the circumstances
under
which they were made, not misleading.
(c) The Offered Certificates shall have been concurrently issued
and
sold pursuant to the terms of the Underwriting Agreement. The
Private
Certificates shall have been concurrently issued and sold pursuant
to the terms
of the Certificate Purchase Agreement.
(d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.
(e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and
opinions to
evidence fulfillment of the conditions set forth in this Agreement
as the
Purchaser and its counsel may reasonably request.
SECTION 8. Closing. The closing for the purchase and sale of
the
Mortgage Loans shall take place at the office of Cadwalader,
Wickersham & Taft
LLP, 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 (without duplication thereof), but not limited
to: (i) the
costs and expenses of the Purchaser in connection with the purchase
of the
Mortgage Loans and other mortgage loans; (ii) the costs and
expenses of
reproducing and delivering the Pooling and Servicing Agreement and
printing (or
otherwise reproducing) and delivering the Certificates; (iii) the
reasonable and
documented fees, costs and expenses of the Trustee and its counsel
incurred in
connection with the Trustee entering into the Pooling and Servicing
Agreement;
(iv) the fees and disbursements of a firm of certified public
accountants
selected by the Purchaser and the Seller with respect to numerical
information
in respect of the Mortgage Loans, other mortgage loans and the
Certificates
included in the Prospectus, the Memoranda (as defined in the
Indemnification
Agreement) and any related 8-K Information (as defined in the
Underwriting
Agreement), or items similar to the 8-K Information, including the
cost of
obtaining any "comfort letters" with respect to such items; (v) the
costs and
expenses in connection with the qualification or exemption of the
Certificates
under state securities or blue sky laws, including filing fees and
reasonable
fees and disbursements of counsel in connection therewith; (vi) the
costs and
expenses in connection with any determination of the eligibility of
the
Certificates for investment by institutional investors in any
jurisdiction and
the preparation of any legal investment survey, including
reasonable fees and
disbursements of counsel in connection therewith; (vii) the costs
and expenses
in connection with printing (or otherwise reproducing) and
delivering the
Registration Statement, Prospectus and Memoranda, and the
reproduction and
delivery of this Agreement and the furnishing to the Underwriters
of such copies
of the Registration Statement, Prospectus, Memoranda and this
Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating
agency or
agencies requested to rate the Certificates and (ix) the reasonable
fees and
expenses of Thacher Proffitt & Wood LLP, counsel to the
Underwriters, and
Cadwalader, Wickersham & Taft LLP, counsel to the
Depositor.
SECTION 10. Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall
be for any
reason whatsoever held invalid, then such covenants, agreements,
provisions or
terms shall be deemed severable from the remaining covenants,
agreements,
provisions or terms of this Agreement and shall in no way affect
the validity or
enforceability of the other provisions of this Agreement.
Furthermore, the
parties shall in good faith endeavor to replace any provision held
to be invalid
or unenforceable with a valid and enforceable provision which most
closely
resembles, and which has the same economic effect as, the provision
held to be
invalid or unenforceable.
SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to
conflicts of
law principles and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
SECTION 12. No Third Party Beneficiaries. The parties do not
intend
the benefits of this Agreement to inure to any third party except
as expressly
set forth in Section 13.
SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and
delivered
the Pooling and Servicing Agreement and that, in connection
therewith, it has
assigned its rights hereunder to the Trustee for the benefit of
the
Certificateholders to the extent set forth in the Pooling and
Servicing
Agreement and that the rights so assigned may be further assigned
to, and shall
inure to the benefit of, any successor trustee under the Pooling
and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject
to the
provisions hereof), including that of expense reimbursement,
pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing
Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the
Pooling and
Servicing Agreement, the representations and warranties of the
Seller made
hereunder and the remedies provided hereunder with respect to
Breaches or
Defects may not be further assigned by the Purchaser, the Trustee
or any
successor trustee. No owner of a Certificate issued pursuant to the
Pooling and
Servicing Agreement shall be deemed a successor or permitted assign
because of
such ownership. This Agreement shall bind and inure to the benefit
of, and be
enforceable by, the Seller, the Purchaser and their permitted
successors and
permitted assigns. The warranties and representations and the
agreements made by
the Seller herein shall survive delivery of the Mortgage Loans to
the Trustee
until the termination of the Pooling and Servicing Agreement.
SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly
given upon
receipt by the intended recipient if personally delivered at or
couriered, sent
by facsimile transmission or mailed by first class or registered
mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase
Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York
10017, Attention:
Dennis Schuh, fax number (212) 834-6593 with a copy to Bianca
Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, Eurohypo AG, New
York Branch,
1114 Avenue of the Americas, 29th Floor, New York, New York 10036,
Attention:
Daniel Vinson, fax number: (212) 479-5800 and (iii) in the case of
any of the
preceding parties, such other address or fax number as may
hereafter be
furnished to the other party in writing by such party.
SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and
is executed
by the Purchaser and the Seller; provided, however, that unless
such amendment
is to cure an ambiguity, mistake or inconsistency in this
Agreement, no
amendment shall be permitted unless each Rating Agency has
delivered a written
confirmation that such amendment will not result in a downgrade,
withdrawal or
qualification of the then current ratings of the Certificates and
the cost of
obtaining any Rating Agency confirmation shall be borne by the
party requesting
such amendment. This Agreement shall not be deemed to be amended
orally or by
virtue of any continuing custom or practice. No amendment to the
Pooling and
Servicing Agreement which relates to defined terms contained
therein or any
obligations of the Seller whatsoever shall be effective against the
Seller
unless the Seller shall have agreed to such amendment in
writing.
SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate
counterparts, each
of which when executed and delivered shall be deemed to be an
original and all
of which taken together shall constitute one and the same
instrument.
SECTION 17. Exercise of Rights. No failure or delay on the part
of
any party to exercise any right, power or privilege under this
Agreement and no
course of dealing between the Seller and the Purchaser shall
operate as a waiver
thereof, nor shall any single or partial exercise of any right,
power or
privilege under this Agreement preclude any other or further
exercise thereof or
the exercise of any other right, power or privilege. Except as set
forth in
Section 6 herein, the rights and remedies herein expressly provided
are
cumulative and not exclusive of any rights or remedies which any
party would
otherwise have pursuant to law or equity. Except as set forth in
Section 6
herein, no notice to or demand on any party in any case shall
entitle such party
to any other or further notice or demand in similar or other
circumstances, or
constitute a waiver of the right of either party to any other or
further action
in any circumstances without notice or demand.
SECTION 18. No Partnership. Nothing herein contained shall be
deemed
or construed to create a partnership or joint venture between the
parties
hereto. Nothing herein contained shall be deemed or construed as
creating an
agency relationship between the Purchaser and the Seller and
neither party shall
take any action which could reasonably lead a third party to assume
that it has
the authority to bind the other party or make commitments on such
party's
behalf.
SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter
hereof. Neither
this Agreement nor any term hereof may be changed, waived,
discharged or
terminated orally, but only by an instrument in writing signed by
the party
against whom enforcement of the change, waiver, discharge or
termination is
sought.
* * * * * *
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their
names to be signed hereto by their respective officers thereunto
duly authorized
as of the day and year first above written.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP., as Purchaser
By: /s/ Charles Y. Lee
--------------------------------------
Name: Charles Y. Lee
Title: Vice President
EUROHYPO AG, NEW YORK BRANCH, as Seller
By: /s/ Daniel Vinson
--------------------------------------
Name: Daniel Vinson
Title: Managing Director
By: /s/ Nicholas Manolas
--------------------------------------
Name:
Nicholas Manolas
Title: Director
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan # Mortgagor Name
Property Address
----------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
5
Burbank
Mall Associates, LLC
201 East Magnolia Boulevard
6
Tysons
Galleria L.L.C.
2001 International Drive
29
JFK
Investment Associates, L.P., I
1800-1880 John F. Kennedy Boulevard
32
University Shoppes, LLC
1601 SW 107th Avenue
36
Central Harlem Plaza Commercial Unit, LLC
130 Malcolm X Boulevard
44
Southland Terrace Shopping Center L.L.C.
3985 South Seventh Street Road
50
VR
Riverstone Limited Partnership
3450 River Park Drive
56
I-85
Hospitality Group Limited Liability Company
707 Route 46 East
62
GDI
Aventura Development, LLC
18665 Biscayne Boulevard
63
Melbourne Associates VII, L.L.C. and Osbourne Associates VII,
L.L.C.
Various
63.01
7 West Landis Avenue
63.02
1315 New Road
68
Northland Mall LLC
900 West Northland Avenue
70
VF
II - WBC, LLC
4311
- 4315 Walney Road
86
Guardian Fund II - Bowie Gateway LLC
4175 North Hanson Court
88
RBRO
LLC
1600 Route 70
89
RTE
6 & 209, LLC
Milford Landing Drive
91
Wilmington on Drexel, LLC
4901 South Drexel Boulevard
94
Bayport One LLC
8025 Black Horse Turnpike
96
Lincoln General, LLC
430 North Generals Boulevard
112 Midland Plaza
LLC
3001 West Loop 250 North
116 Chateau
Vincennes Partners, LP
18541 Vincennes Street
124 Lighthouse
Whitehall Commons, LLC.
3 Maryland Circle
133 Heritage Court
Apartments, LLC
905-928 Heritage Court
143 Augusta
Shopping, LLC
3234 Augusta Road
144 Genesis 2006
Properties II, LLC
400-430 Gold Rock Road
149 Am Tenn
Properties LLC
Various
149.01
7546 Highway 70
149.02
4970 Raleigh Lagrange Road
<CAPTION>
Loan # City
State Zip Code
County
Property Name
Size
Measure
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C> <C>
<C>
<C>
<C>
<C>
5
Burbank
CA
91502 Los
Angeles
Burbank Town Center
826686
Square Feet
6
McLean
VA
22102
Fairfax
Tysons Galleria
309112
Square Feet
29
Philadelphia
PA
19103
Philadelphia 1800-1880
John F. Kennedy Boulevard
475258
Square Feet
32
Miami
FL
33165
Miami-Dade
University Center
109151 Square Feet
36
New
York
NY
10026 New
York
Malcolm X Boulevard
116224
Square Feet
44
Louisville
KY
40216
Jefferson
Southland Terrace Shopping Center
220234
Square Feet
50
Fort
Worth
TX
76116
Tarrant
Riverstone Apartments
248
Units
56
Parsippany
NJ
07054
Morris
Holiday Inn - Parsippany
184
Rooms
62
Aventura
FL
33180
Miami-Dade
Walgreens & Pier 1 Imports
24495
Square Feet
63
Various
NJ Various
Various
Eckerd Portfolio
28739
Square Feet
63.01 Vineland
NJ
08360
Cumberland
Vineland
16000
Square Feet
63.02 Northfield
NJ
08225
Atlantic
Northfield
12739
Square Feet
68
Appleton
WI
54914
Outagamie
Northland Mall
187912
Square Feet
70
Chantilly
VA
20151
Fairfax
Walney Business Center
114231
Square Feet
86
Bowie
MD
20716
Prince George's
Bowie Gateway Medical Center
36548
Square Feet
88
Lakewood
NJ
08701
Ocean
Best Western Leisure
Inn
104
Rooms
89
Westfall Township PA
18337 Pike
Milford Landing Shopping Center
43955
Square Feet
91
Chicago
IL
60615 Cook
Wilmington on Drexel
122
Units
94
Pleasantville
NJ
08232
Atlantic
Bayport One
73416
Square Feet
96
Lincolnton
NC
28092
Lincoln
Lincoln Town Center
82943
Square Feet
112 Midland
TX
79705
Midland
Midland Plaza
68955
Square Feet
116 Northridge
CA
91324
Los Angeles
Vincennes Apartments
50
Units
124 Whitehall
PA
18052
Lehigh
3 Maryland Circle
78
Units
133 Crown Point
IN
46307 Lake
Heritage Court Apartments
72
Units
143 West Columbia
SC
29170
Lexington
Woodberry Plaza
84110
Square Feet
144 Rocky Mount
NC
27804 Nash
Beaver Pond Center
43450
Square Feet
149 Various
TN Various
Shelby
Memphis Retail Portfolio
46470
Square Feet
149.01 Bartlett
TN
38133
Shelby
Appling Ridge
15420
Square Feet
149.02 Memphis
TN
38128
Shelby
Spa Plaza
31050
Square Feet
</TABLE>
<TABLE>
<CAPTION>
Net
Mortgage
Maturity/
Monthly
Interest
Interest Original
Cutoff
Rem. ARD
Amort.
Rem.
Debt
Servicing
Loan # Rate (%) Rate
Balance
Balance Term
Term
Date
Term
Amort.
Service
Fee Rate
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
<C> <C>
<C>
<C>
<C> <C>
<C>
5
6.16000 6.13940
182,300,000 182,300,000
120
117
06/11/16
0
0
948,804
0.02000
6
5.68567 5.66507
173,500,000 173,500,000
60
60
09/11/11
0
0
833,471
0.02000
29
6.43000
6.40940 44,000,000
44,000,000
120
119 08/11/16
0
0
239,041
0.02000
32
6.56000
6.53940 25,500,000
25,500,000
120
116 05/11/16
0
0
141,336
0.02000
36
6.14800
6.12740 23,000,000
23,000,000
120
120 09/11/16
360
360
140,093
0.02000
44
6.08500
6.06440 16,000,000
15,987,034
120
119 08/11/16
360
359
96,804
0.02000
50
6.07500
6.05440 13,250,000
13,250,000
120
120 09/11/16
0
0
68,010
0.02000
56
6.09000
6.06940 10,500,000
10,500,000
120
117 06/11/16
360
360
63,562
0.02000
62
6.35000
6.32940
9,500,000 9,500,000
120
120
09/11/16
0
0
50,969
0.02000
63
6.20000
6.17940
9,450,000 9,431,655
120
119
08/11/16
240
239
68,798
0.02000
63.01 6.20000
6.17940
5,694,683 5,683,628
120
119
08/11/16
240
239
0.02000
63.02 6.20000
6.17940
3,755,317 3,748,027
120
119
08/11/16
240
239
0.02000
68
6.05700
6.03640
8,550,000 8,550,000
120
120
09/11/16
360
360
51,575
0.02000
70
6.16000
6.13940
8,410,000 8,410,000
120
119
08/11/16
0
0
43,771
0.02000
86
6.10000
6.07940
6,300,000 6,300,000
120
120
09/11/16
360
360
38,178
0.02000
88
6.32000
6.29940
6,200,000 6,200,000
120
117
06/11/16
324
324
39,935
0.02000
89
6.09500
6.07440
6,100,000 6,100,000
120
118
07/11/16
360
360
36,946
0.02000
91
6.24500
6.22440
6,000,000 6,000,000
120
118
07/11/16
360
360
36,924
0.02000
94
6.16100
6.14040
5,700,000 5,700,000
120
120
09/11/16
360
360
34,767
0.02000
96
6.31500
6.29440
5,600,000 5,600,000
120
118
07/11/16
360
360
34,717
0.02000
112 6.14900
6.12840
4,950,000 4,950,000
120
120
09/11/16
360
360
30,154
0.02000
116 6.50000
6.47940
4,800,000 4,800,000
60
59
08/11/11
0
0 26,361
0.02000
124 6.00000
5.97940
4,440,000 4,440,000
120
120
09/11/16
360
360
26,620
0.02000
133 6.17000
6.14940
3,680,000 3,680,000
84
82
07/11/13
360
360
22,467
0.02000
143 6.30700
6.28640
3,150,000 3,150,000
120
118
07/11/16
360
360
19,512
0.02000
144 6.18000
6.15940
3,040,000 3,040,000
120
120
09/11/16
360
360
18,580
0.02000
149 6.49500
6.47440
2,820,000 2,817,957
120
119
08/11/16
360
359
17,815
0.02000
149.01 6.49500 6.47440
1,500,000 1,498,913
120
119
08/11/16
360
359
0.02000
149.02 6.49500 6.47440
1,320,000 1,319,044
120
119
08/11/16
360
359
0.02000
<CAPTION>
Originator/
Accrual ARD
ARD Step
Title
Crossed Loan
Loan #
Type (Y/N)
Up (%)
Type
Loan
Seller
Guarantor
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C> <C>
<C>
<C>
<C>
<C>
5
Actual/360
No
Fee and Leasehold
EHY
Jaime Sohacheski
6
Actual/360
No
Fee and Leasehold
EHY
GGP/Homart, Inc.
29
Actual/360
No
Fee
EHY Alex
Schwartz
32
Actual/360
No
Fee
EHY
Jorge Ramos
36
Actual/360
No
Fee
EHY
Jeffrey E. Levine and Stuart Suna
44
Actual/360
No
Fee
EHY
Gabriel Jeidel
50
Actual/360
No
Fee
EHY
Andrew Stewart and John Foresi
56
Actual/360
No
Fee
EHY Paul
B. Reisman and Steven M. Reisman
62
Actual/360
No
Fee
EHY
Simon Galante
63
Actual/360
No
Fee
EHY
Henry Herskowitz and Jacqueline Herskowitz
63.01
No
Fee
EHY
63.02
No
Fee
EHY
68
Actual/360
No
Fee
EHY Ivor
Braka
70
Actual/360
No
Fee
EHY VF
II - WBC, LLC
86
Actual/360
No
Fee
EHY
Guardian Realty Fund II Business Trust
88
Actual/360
No
Fee
EHY Paul
B. Reisman and Steven M. Reisman
89
Actual/360
No
Fee
EHY
Charles B. Miller
91
Actual/360
No
Fee
EHY Don
S. Schein
94
Actual/360
No
Fee
EHY Ivor
Braka
96
Actual/360
No
Fee
EHY
Lamar Western L.P.
112
Actual/360
No
Fee
EHY Ivor
Braka
116
Actual/360
No
Fee
EHY
Henry Manoucheri
124
Actual/360
No
Fee
EHY
Meyer Orbach
133
Actual/360
No
Fee
EHY
Blago Kuzul and Zora Kozul
143
Actual/360
No
Fee
EHY
Lamar Western L.P.
144
Actual/360
No
Fee
EHY
Issac Seruya
149
Actual/360
No
Fee
EHY
Aaron Muschel
149.01
No
Fee
EHY
149.02
No
Fee
EHY
<CAPTION>
Upfront Upfront
Upfront
Upfront
Monthly
Letter of CapEx
Eng. Envir.
Upfront Upfront RE
Ins.
Upfront
Other Capex
Loan #
Credit Reserve
Reserve
Reserve
TI/LC Reserve
Tax Reserve
Reserve
Reserve
Reserve
--------------------------------------------------------------------------------------
-----------------------------------------
<S>
<C> <C>
<C>
<C> <C>
<C>
<C>
<C>
<C>
5
Yes
0.00 84,093.75
0.00
3,878,633.71
488,238.78
0.00
10,000,000.00
0.00
6
No
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
29
No
0.00
8,487.00 0.00
1,000,000.00
452,807.90
24,506.00 235,766.67
7920.97
32
No
1,575.00
18,750.00 0.00
25,000.00 91,545.00
35,942.00
187,185.00
1575.00
36
No
766.00
0.00
0.00
4,087.00
9,918.04
4,473.54
0.00 766.00
44
No
2,752.93
0.00
0.00 131,250.00
121,240.80
57,723.00
96,804.20 2752.93
50
No 265,758.34
13,375.00
0.00
0.00
384,746.22
25,966.20
0.00
4133.34
56
No
0.00
0.00
0.00
0.00
71,202.00
65,889.72
0.00
19670.03
62
No
306.19 9,375.00
0.00
101,530.94
0.00
2,751.68
0.00 306.19
63
No
428.37
0.00
0.00
783.89
0.00 148.00
0.00 428.37
63.01
No
63.02
No
68
No
2,662.00
32,000.00 0.00
129,166.67
120,316.50
21,258.30
0.00
2662.00
70
No
0.00
0.00
0.00
60,000.00 35,298.80
958.83
290,000.00
0.00
86
No
456.85 12,172.00
0.00
0.00
30,781.00
4,698.96
60,000.00 456.85
88
250,000.0 0.00
8,050.00 0.00
0.00
29,822.25
20,866.50
0.00
9465.08
89
No
0.00
0.00
0.00
50,000.00 33,825.33
4,694.16
400,000.00
552.80
91
No
2,542.00
0.00
0.00
0.00
33,231.48
13,771.02 450,000.00
2542.00
94
No
1,346.00
0.00
0.00 314,166.67
15,285.66
18,588.78
0.00
1346.00
96
100,000.0 0.00
13,500.00
0.00
0.00
37,188.06
13,966.00
0.00
1521.00
112
No
1,609.00 1,875.00
0.00
102,917.00
70,109.82
11,054.82
4,416.67 1609.00
116
No
0.00
0.00
0.00
0.00
23,152.00
8,928.00 116,400.00
1042.00
124
No
1,625.00
0.00
0.00
0.00
24,379.80
3,840.00
0.00
1625.00
133
No
0.00 70,000.00
0.00
0.00
41,839.00
17,549.00
18,922.00 1614.00
143
1,190,300.0 0.00
19,063.00 0.00
0.00
25,891.02
9,682.00
0.00
1593.00
144
No 543.14
0.00
0.00
724.18
4,862.34 462.00
0.00 543.14
149
No
0.00
0.00
0.00
50,000.00 24,342.06
2,225.00
0.00 587.00
149.01
No
149.02
No
<CAPTION>
Monthly
Monthly Monthly
Monthly Monthly
Interest
Envir. TI/LC
RE
Tax Ins.
Other
Grace
Lockbox Property
Defeasance
Accrual
Loan # Reserve Reserve Reserve
Reserve Reserve
Period
In-place
Type
Permitted Period
------------------------------------------------------------------------------------------------------------------------------------
<S>
<C> <C>
<C>
<C>
<C>
<C> <C>
<C>
<C>
<C>
5
0.00
0.00
0.00
0.00 0.00
0
Yes
Retail
Yes
Actual/360
6
0.00
0.00
0.00
0.00 0.00
0
Yes
Retail
Yes
Actual/360
29
0.00
50000.00
90561.58
12253.00 0.00
0
Yes
Office
Yes
Actual/360
32
0.00
0.00
30515.00
17971.00
25000.00 0 Yes
Retail
Yes
Actual/360
36
0.00
4087.00 2479.51
4473.54 0.00
0
No
Retail
No
Actual/360
44
0.00
6250.00
12124.08
14430.75 0.00
0
No
Retail
Yes
Actual/360
50
0.00
0.00
42749.58 8182.77
0.00
0
No
Multifamily Yes
Actual/360
56
0.00
0.00
23734.00 7321.08
0.00
0
No
Hotel
Yes
Actual/360
62
0.00
1530.94
0.00
1375.84 0.00
0
No
Retail
Yes
Actual/360
63
0.00 783.89
0.00
74.00 0.00
0
No
Retail
Yes
Actual/360
63.01
0
Retail
63.02
0
Retail
68
0.00
4166.67
13368.50 2125.83
0.00
0
Yes
Retail
Yes
Actual/360
70
0.00
0.00
8824.70 958.83
0.00
0
No
Industrial
Yes
Actual/360
86
0.00
0.00
7695.25 391.58
0.00
0
Yes
Office
Yes
Actual/360
88
0.00
0.00
9940.75 2318.50
0.00
0
No
Hotel
