Filed On 3/29/07 1:39pm ET · SEC Files 333-140804, -01 · Accession Number 950136-7-2043
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
3/29/07 JP Morgan Chase Commercial...Corp 424B5 1:960 Capital Printing...01/FA
J/P/Morgan Chase Commercial Mortgage Securities Tru..2007-LDP10
Document/Exhibit Description Pages Size
1: 424B5 Prospectus HTML 5,964K
| Page | (sequential) | | | | (alphabetic) | Top |
|---|
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- Alternative Formats (RTF, XML, et al.)
- A-2SFL Swap Contract, The
- Ability to Incur Other Borrowings Entails Risk
- AB Mortgage Loan Groups
- Additional Debt
- Additional Information Regarding Reset Rate Certificates
- Additional Mortgage Loan Information
- Administrative Exemptions
- Administrative Matters
- Advances
- Advances in Respect of Delinquencies
- A-JFL Swap Contract, The
- Allocation of Losses and Shortfalls
- Allocation of Yield Maintenance Charges and Prepayment Premiums
- Amendment
- Americans with Disabilities Act
- Americold Pool 2 Whole Loan, The
- Applicability of Usury Laws
- Appraisal Reductions
- ARD Loans
- Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates, The
- Assignment of Leases and Rents May Be Limited by State Law
- Assignment of Mortgage Loans; Repurchases
- Assumed Final Distribution Date; Rated Final Distribution Date
- Backup Withholding
- Bankruptcy Laws
- Bankruptcy Proceedings Could Adversely Affect Payments on Your Certificates
- Bankruptcy Proceedings Entail Certain Risks
- Basis and Losses
- Book-Entry Registration and Definitive Certificates
- Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment
- Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date
- Borrower s Form of Entity May Cause Special Risks, The
- Borrowers May Be Unable to Make Balloon Payments
- Borrower, The
- Cash Flow Agreements
- Certain Additional Risks Relating to Tenants
- Certain Erisa Considerations
- Certain Federal Income Tax Consequences
- Certain Federal Tax Considerations Regarding Original Issue Discount
- Certain Federal Tax Considerations Regarding Residual Certificates
- Certain Legal Aspects of Mortgage Loans
- Certain Legal Aspects of the Mortgage Loans
- Certain Matters Regarding the Master Servicer and the Depositor
- Certain Matters Regarding the Master Servicers, the Special Servicer and the Depositor
- Certain Matters Regarding the Trustee
- Certain of the Mortgage Loans Lack Customary Provisions
- Certain Shortfalls in Collections of Interest
- Certain Terms and Conditions of the Mortgage Loans
- Certificate Account
- Certificate Accounts
- Certificate Insurance and Surety Bonds
- Characterization of Investments in REMIC Certificates
- CMT Rate
- Collection and Other Servicing Procedures
- Commercial and Multifamily Lending Is Dependent Upon Net Operating Income
- Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates
- Commercial Paper Rate
- Compliance with Americans with Disabilities Act May Result in Additional Losses
- Condominium Ownership May Limit Use and Improvements
- Controlled Amortization Classes and Companion Classes
- Co-Trustee, The
- Credit Support
- Credit Support May Not Cover Losses
- Credit Support with Respect to MBS
- Cross-Support Provisions
- Day Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates
- Default and Loss Considerations with Respect to the Mortgage Loans
- Default Interest and Limitations on Prepayments
- Deferred Interest
- Delinquent and Non-Performing Mortgage Loans Could Adversely Affect Payments on Your Certificates
- Depositor
- Depositor, The
- Description of Credit Support
- Description of the Certificates
- Description of the Mortgage
- Description of the Pooling Agreements
- Description of the Swap Contracts
- Description of the Trust Funds
- Determination of Interest Rates
- Different Timing of Mortgage Loan Amortization Poses Certain Risks
- Directing Certificateholder, The
- Disqualified Organizations
- Distribution Date Statement
- Distributions
- Distributions of Interest on the Certificates
- Distributions of Principal on the Certificates
- Distributions on the Certificates in Respect of Prepayment Premiums
- Due-on-Sale and Due-on-Encumbrance
- Due-on-Sale and Due-on-Encumbrance Provisions
- Duties of the Trustee
- Effect of Loan Groups
- Election to Treat All Interest Under the Constant Yield Method
- Environmental Risks
- Environmental Risks Relating to the Mortgaged Properties
- Even if You Do Not Receive Timely Notices, You Will Be Deemed To Have Tendered Your Reset Rate Certificates
- Events of Default
- Evidence as to Compliance
- Failed Remarketing
- Federal Funds Rate
- Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made
- Federal Income Tax Consequences for REMIC Certificates
- Financial Information
- Fixed Rate Mode
- Floating Rate Mode
- Foreclosure
- Foreign Investors
- Forfeiture for Drug, RICO and Money Laundering Violations
- General
- Geographic Concentration Entails Risks
- Ground Lease Guaranty
- Hazard Insurance May Be Insufficient to Cover All Losses on Mortgaged Properties
- Hazard Insurance Policies
- Hotel Properties Have Special Risks
- If a Failed Remarketing Is Declared, You Will Be Required To Rely On a Sale Through the Secondary Market If You Wish To Sell Your Reset Rate Certificates
- If Mortgaged Properties Are Not in Compliance With Current Zoning Laws Restoration Following a Casualty Loss May Be Limited
- Incorporation of Certain Information by Reference
- Index of Defined Terms
- Industrial Properties Have Special Risks
- Inspections; Collection of Operating Information
- Inspections of the Mortgaged Properties Will Be Limited
- Insurance Company General Accounts
- Insurance or Guarantees with Respect to Mortgage Loans
- Interest
- In The Event of an Early Termination of a Swap Agreement Due to Certain Swap Termination Events, a Trust May Be Required to Make a Large Termination Payment to any Related Swap Counterparty
- Issuing Entity, The
- Lack of Skillful Property Management Entails Risks
- Leases and Rents
- Legal Investment
- Legal Matters
- Letter of Credit
- Libor
- Limitation on Liability of Directing Certificateholder
- Limitations of Appraisals
- Limitations on Deduction of Certain Expenses
- Limitations on Offset or Exemption of REMIC Income
- Limited Information Causes Uncertainty
- Liquidation of the REMIC Pool
- List of Certificateholders
- Litigation Concerns
- Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans
- Lockbox Accounts
- Maintenance of Insurance
- Market Discount
- Mark to Market Regulations
- Master Lease
- Master Servicers, The
- Mbs
- Method of Distribution
- Mezz Cap AB Mortgage Loans
- Modifications, Waiver and Amendments
- Modifications, Waivers and Amendments of Mortgage Loans
- Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks
- Mortgaged Properties Leased to Multiple Tenants Also Have Risks
- Mortgage Electronic Registration Systems (MERS)
- Mortgage Loan Information in Prospectus Supplements
- Mortgage Loans
- Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed
- Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan
- Mortgage Loan Sellers, The
- Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss
- Multifamily Properties Have Special Risks
- Net Income From Foreclosure Property
- No Reunderwriting of the Mortgage Loans
- Office Properties Have Special Risks
- One Action Jurisdiction May Limit the Ability of the Servicer to Foreclose on a Mortgaged Property
- Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss
- Original Issue Discount
- Other Accounts
- Other Factors Affecting Yield, Weighted Average Life and Maturity
- Other Risks
- Overland Park Trade Center AB Loan, The
- Partial Release
- Pass-Through Rate
- Payment Delays
- Personalty
- Plan Asset Regulations
- Planned Improvements Guaranty
- Pool
- Poor Property Management May Adversely Affect the Performance of the Related Mortgaged Property
- Possible Alternative Characterizations
- Potential Absence of Attornment Provisions Entails Risks
- Potential Conflicts of Interest
- Premium
- Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield
- Prime Rate
- Property Insurance May Not Be Sufficient
- Property Value May Be Adversely Affected Even When Current Operating Income Is Not
- Qualification as a REMIC
- Rating
- Ratings
- Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks
- Realization Upon Defaulted Mortgage Loans
- Recharacterization of Servicing Fees
- Regular Certificates
- Remarketing Terms Determination Date
- Replacement of the Special Servicer
- Reporting Requirements
- Reporting Requirements and Backup Withholding
- Reports to Certificateholders
- Reports to Certificateholders; Certain Available Information
- Representations and Warranties; Repurchases
- Representations and Warranties; Repurchases and Substitutions
- Repurchase or Substitution of Cross-Collateralized Mortgage Loans
- Reserve Funds
- Reset Rate Certificates
- Residual Certificates
- Resignation and Removal of the Trustee
- Retail Properties Have Special Risks
- Rights Against Tenants May Be Limited if Leases Are Not Subordinate to Mortgage or Do Not Contain Attornment Provisions
- Rights Upon Event of Default
- Risk Factors
- Risks Associated with One Action Rules
- Risks of Limited Liquidity and Market Value
- Risks Related to Redevelopment and Renovation at the Mortgaged Properties
- Risks Relating to Affiliation with a Franchise or Hotel Management Company
- Risks Relating to Book-Entry Registration
- Risks Relating to Borrower Default
- Risks Relating to Certain Assistance Programs
- Risks Relating to Certain Payments
- Risks Relating to Costs of Compliance with Applicable Laws and Regulations
- Risks Relating to Enforceability
- Risks Relating to Enforceability of Cross-Collateralization
- Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions
- Risks Relating to Inspections of Properties
- Risks Relating to Interest on Advances and Special Servicing Compensation
- Risks Relating to Mortgage Loan Concentrations
- Risks Relating to Prepayments and Repurchases
- Risks Relating to the Swap Contracts
- Risks Relating to Underwritten Net Cash Flow
- Risks to the Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts
- S-100
- S-106
- S-108
- S-111
- S-113
- S-117
- S-12
- S-122
- S-124
- S-125
- S-126
- S-141
- S-144
- S-146
- S-150
- S-151
- S-152
- S-170
- S-173
- S-175
- S-176
- S-180
- S-182
- S-183
- S-189
- S-191
- S-193
- S-217
- S-218
- S-220
- S-225
- S-229
- S-232
- S-236
- S-237
- S-239
- S-240
- S-242
- S-243
- S-246
- S-249
- S-250
- S-253
- S-254
- S-257
- S-259
- S-261
- S-262
- S-264
- S-268
- S-271
- S-272
- S-273
- S-275
- S-277
- S-280
- S-281
- S-283
- S-284
- S-285
- S-51
- S-52
- S-54
- S-56
- S-60
- S-61
- S-62
- S-63
- S-65
- S-66
- S-67
- S-68
- S-69
- S-70
- S-72
- S-73
- S-74
- S-75
- S-76
- S-77
- S-78
- S-80
- S-81
- S-82
- S-85
- S-86
- S-87
- S-88
- S-89
- S-9
- S-90
- S-92
- S-94
- S-95
- S-96
- S-98
- Sale of Mortgage Loans; Mortgage File Delivery
- Sale or Exchange of a Residual Certificate
- Sale or Exchange of Regular Certificates
- Sensitivity to LIBOR and Yield Considerations
- Servicemembers Civil Relief Act
- Servicing and Other Compensation and Payment of Expenses
- Servicing Compensation and Payment of Expenses
- Servicing of the Mortgage Loans
- Shari ah Compliant Loans
- Skyline Portfolio Whole Loan, The
- Solana Whole Loan, The
- Some Certificates May Not Be Appropriate for Benefit Plans
- Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses
- Special Servicer May Be Directed to Take Actions
- Special Servicers
- Special Servicer, The
- Sponsors, The
- Sponsor, The
- Spread Determination Date
- Standard Certificates
- State and Other Tax Considerations
- Stripped Certificates
- Subordinate Certificates
- Subordinate Financing
- Subordination; Allocation of Collateral Support Deficit
- Subordination of Subordinate Offered Certificates
- Sub-Servicers
- Substitution of Mortgaged Properties May Lead to Increased Risks
- Summary of Certificates
- Summary of Prospectus
- Summary of Terms
- Swap Counterparty, The
- Table of Contents
- Taxation of Certain Foreign Investors
- Taxation of Regular Certificates
- Taxation of REMIC Income
- Taxation of Residual Certificates
- Taxation of Stripped Certificates
- Taxation of the Swap Contracts
- Tax Considerations Relating to Foreclosure
- Tax Considerations Relating to Property in Guam
- Taxes That May Be Imposed on the REMIC Pool
- Tax-Related Restrictions on Transfer of Residual Certificates
- Tenant Bankruptcy Entails Risks
- Tenant Concentration Entails Risk
- Tender of Reset Rate Certificates; Remarketing Procedures
- Termination
- Termination Fees
- Termination; Retirement of Certificates
- Terrorism Insurance
- The 599 Lexington Avenue Whole Loan
- The A-2SFL Swap Contract
- The A-JFL Swap Contract
- The Americold Pool 2 Whole Loan
- The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates
- The Borrower
- The Borrower s Form of Entity May Cause Special Risks
- The Co-Trustee
- The Depositor
- The Directing Certificateholder
- The Issuing Entity
- The Master Servicers
- The Mortgage Loan Sellers
- The Overland Park Trade Center AB Loan
- The Skyline Portfolio Whole Loan
- The Solana Whole Loan
- The Special Servicer
- The Sponsor
- The Sponsors
- The Swap Counterparty
- The Trustee
- The Trustee, Certificate Registrar, Authenticating Agent and Custodian
- Top Fifteen Mortgage Loans
- Transaction Parties
- Treatment of Certain Items of REMIC Income and Expense
- Trustee, Certificate Registrar, Authenticating Agent and Custodian, The
- Trustee, The
- Type of Mortgaged Property
- Types of Mortgage Instruments
- Unrelated Business Taxable Income; Residual Certificates
- Use of Proceeds
- Variable Rate Regular Certificates
- Voting Rights
- Weighted Average Life
- Weighted Average Life and Maturity
- Where You Can Find More Information
- Yield and Maturity Considerations
- Yield and Prepayment Considerations
- Yield Considerations
- Yield Sensitivity of the Class X Certificates
- Your Ability to Resell Certificates May Be Limited Because of Their Characteristics
- Your Lack of Control Over Trust Fund Can Create Risks
- Your Securities Will Have Greater Risk if an Interest Rate Swap Agreement Terminates
- Zoning Compliance and Use Restrictions May Adversely Affect Property Value
- 599 Lexington Avenue Whole Loan, The
- 91-day Treasury Bill Rate
|
| 1 | 1st Page
|
| 6 | Table of Contents
|
| 12 | Summary of Certificates
|
| " | S-9
|
| 15 | Summary of Terms
|
| " | S-12
|
| 54 | Risk Factors
|
| " | S-51
|
| " | Geographic Concentration Entails Risks
|
| 55 | Risks Relating to Mortgage Loan Concentrations
|
| " | S-52
|
| 57 | Risks Relating to Enforceability of Cross-Collateralization
|
| " | S-54
|
| " | The Borrower s Form of Entity May Cause Special Risks
|
| 59 | Ability to Incur Other Borrowings Entails Risk
|
| " | S-56
|
| 63 | Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date
|
| " | S-60
|
| 64 | S-61
|
| " | Commercial and Multifamily Lending Is Dependent Upon Net Operating Income
|
| 65 | Tenant Concentration Entails Risk
|
| " | S-62
|
| 66 | Certain Additional Risks Relating to Tenants
|
| " | S-63
|
| 68 | Substitution of Mortgaged Properties May Lead to Increased Risks
|
| " | S-65
|
| " | Risks Related to Redevelopment and Renovation at the Mortgaged Properties
|
| 69 | Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks
|
| " | S-66
|
| 70 | Tenant Bankruptcy Entails Risks
|
| " | S-67
|
| " | Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed
|
| " | Office Properties Have Special Risks
|
| 71 | Retail Properties Have Special Risks
|
| " | S-68
|
| 72 | Multifamily Properties Have Special Risks
|
| " | S-69
|
| 73 | Industrial Properties Have Special Risks
|
| " | S-70
|
| 75 | Hotel Properties Have Special Risks
|
| " | S-72
|
| " | Risks Relating to Affiliation with a Franchise or Hotel Management Company
|
| 76 | Risks Relating to Certain Assistance Programs
|
| " | S-73
|
| 77 | Lack of Skillful Property Management Entails Risks
|
| " | S-74
|
| " | Tax Considerations Relating to Property in Guam
|
| " | Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses
|
| 78 | Condominium Ownership May Limit Use and Improvements
|
| " | S-75
|
| " | Mortgage Loans Secured by Leasehold Interests May Expose Investors to Greater Risks of Default and Loss
|
| 79 | Shari ah Compliant Loans
|
| " | S-76
|
| 80 | Limitations of Appraisals
|
| " | S-77
|
| " | Risks Relating to Underwritten Net Cash Flow
|
| 81 | Potential Conflicts of Interest
|
| " | S-78
|
| 83 | Special Servicer May Be Directed to Take Actions
|
| " | S-80
|
| 84 | Bankruptcy Proceedings Entail Certain Risks
|
| " | S-81
|
| 85 | Risks Relating to Prepayments and Repurchases
|
| " | S-82
|
| 88 | Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss
|
| " | S-85
|
| " | Sensitivity to LIBOR and Yield Considerations
|
| " | Risks Relating to the Swap Contracts
|
| 89 | Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan
|
| " | S-86
|
| 90 | Risks Relating to Interest on Advances and Special Servicing Compensation
|
| " | S-87
|
| " | Risks of Limited Liquidity and Market Value
|
| " | Different Timing of Mortgage Loan Amortization Poses Certain Risks
|
| 91 | Subordination of Subordinate Offered Certificates
|
| " | S-88
|
| " | Limited Information Causes Uncertainty
|
| " | Environmental Risks Relating to the Mortgaged Properties
|
| 92 | Tax Considerations Relating to Foreclosure
|
| " | S-89
|
| 93 | Risks Associated with One Action Rules
|
| " | S-90
|
| " | Potential Absence of Attornment Provisions Entails Risks
|
| " | Property Insurance May Not Be Sufficient
|
| 95 | Terrorism Insurance
|
| " | S-92
|
| 97 | Zoning Compliance and Use Restrictions May Adversely Affect Property Value
|
| " | S-94
|
| 98 | Risks Relating to Costs of Compliance with Applicable Laws and Regulations
|
| " | S-95
|
| " | No Reunderwriting of the Mortgage Loans
|
| " | Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans
|
| 99 | Risks Relating to Book-Entry Registration
|
| " | S-96
|
| " | Risks Relating to Inspections of Properties
|
| " | Certain of the Mortgage Loans Lack Customary Provisions
|
| " | Mortgage Electronic Registration Systems (MERS)
|
| " | Other Risks
|
| 101 | Description of the Mortgage
|
| " | Pool
|
| " | S-98
|
| " | General
|
| 103 | Additional Debt
|
| " | S-100
|
| 109 | The 599 Lexington Avenue Whole Loan
|
| " | S-106
|
| 111 | The Skyline Portfolio Whole Loan
|
| " | S-108
|
| 114 | The Solana Whole Loan
|
| " | S-111
|
| 116 | The Americold Pool 2 Whole Loan
|
| " | S-113
|
| 120 | AB Mortgage Loan Groups
|
| " | S-117
|
| " | The Overland Park Trade Center AB Loan
|
| 125 | Mezz Cap AB Mortgage Loans
|
| " | S-122
|
| 127 | Top Fifteen Mortgage Loans
|
| " | S-124
|
| 128 | ARD Loans
|
| " | S-125
|
| 129 | Certain Terms and Conditions of the Mortgage Loans
|
| " | S-126
|
| 144 | Additional Mortgage Loan Information
|
| " | S-141
|
| 147 | Sale of Mortgage Loans; Mortgage File Delivery
|
| " | S-144
|
| 149 | Representations and Warranties; Repurchases and Substitutions
|
| " | S-146
|
| 153 | Repurchase or Substitution of Cross-Collateralized Mortgage Loans
|
| " | S-150
|
| 154 | Lockbox Accounts
|
| " | S-151
|
| 155 | Transaction Parties
|
| " | S-152
|
| " | The Sponsors
|
| 173 | The Depositor
|
| " | S-170
|
| " | The Mortgage Loan Sellers
|
| 176 | The Issuing Entity
|
| " | S-173
|
| " | The Trustee, Certificate Registrar, Authenticating Agent and Custodian
|
| 178 | The Co-Trustee
|
| " | S-175
|
| 179 | The Master Servicers
|
| " | S-176
|
| 183 | The Special Servicer
|
| " | S-180
|
| 185 | Replacement of the Special Servicer
|
| " | S-182
|
| 186 | Servicing and Other Compensation and Payment of Expenses
|
| " | S-183
|
| 192 | Description of the Certificates
|
| " | S-189
|
| 194 | Book-Entry Registration and Definitive Certificates
|
| " | S-191
|
| 196 | Distributions
|
| " | S-193
|
| 220 | Allocation of Yield Maintenance Charges and Prepayment Premiums
|
| " | S-217
|
| 221 | Assumed Final Distribution Date; Rated Final Distribution Date
|
| " | S-218
|
| 223 | Subordination; Allocation of Collateral Support Deficit
|
| " | S-220
|
| 228 | Advances
|
| " | S-225
|
| 232 | Appraisal Reductions
|
| " | S-229
|
| 235 | Reports to Certificateholders; Certain Available Information
|
| " | S-232
|
| 239 | Voting Rights
|
| " | S-236
|
| 240 | Termination; Retirement of Certificates
|
| " | S-237
|
| 242 | Description of the Swap Contracts
|
| " | S-239
|
| " | The A-2SFL Swap Contract
|
| 243 | Termination Fees
|
| " | S-240
|
| " | The A-JFL Swap Contract
|
| 245 | S-242
|
| " | The Swap Counterparty
|
| 246 | Servicing of the Mortgage Loans
|
| " | S-243
|
| 249 | The Directing Certificateholder
|
| " | S-246
|
| 252 | Limitation on Liability of Directing Certificateholder
|
| " | S-249
|
| 253 | Maintenance of Insurance
|
| " | S-250
|
| 256 | Modifications, Waiver and Amendments
|
| " | S-253
|
| 257 | Realization Upon Defaulted Mortgage Loans
|
| " | S-254
|
| 260 | Inspections; Collection of Operating Information
|
| " | S-257
|
| " | Certain Matters Regarding the Master Servicers, the Special Servicer and the Depositor
|
| 262 | Events of Default
|
| " | S-259
|
| 264 | Rights Upon Event of Default
|
| " | S-261
|
| 265 | Amendment
|
| " | S-262
|
| 267 | Yield and Maturity Considerations
|
| " | S-264
|
| " | Yield Considerations
|
| 271 | Weighted Average Life
|
| " | S-268
|
| 274 | Yield Sensitivity of the Class X Certificates
|
| " | S-271
|
| 275 | Effect of Loan Groups
|
| " | S-272
|
| 276 | Certain Federal Income Tax Consequences
|
| " | S-273
|
| 278 | Taxation of the Swap Contracts
|
| " | S-275
|
| 280 | Certain Erisa Considerations
|
| " | S-277
|
| 283 | Method of Distribution
|
| " | S-280
|
| 284 | Legal Matters
|
| " | S-281
|
| " | Certain Legal Aspects of the Mortgage Loans
|
| 286 | Ratings
|
| " | S-283
|
| 287 | Legal Investment
|
| " | S-284
|
| 288 | Index of Defined Terms
|
| " | S-285
|
| 345 | The Borrower
|
| 352 | The Sponsor
|
| 370 | Partial Release
|
| 379 | Master Lease
|
| " | Planned Improvements Guaranty
|
| " | Ground Lease Guaranty
|
| 393 | Interest
|
| 440 | Distribution Date Statement
|
| 478 | Depositor
|
| 483 | Summary of Prospectus
|
| 491 | Risks to the Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts
|
| " | Your Ability to Resell Certificates May Be Limited Because of Their Characteristics
|
| 492 | The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates
|
| " | Prepayments of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield
|
| 494 | Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks
|
| " | Commercial and Multifamily Mortgage Loans Have Risks That May Affect Payments on Your Certificates
|
| 500 | Borrowers May Be Unable to Make Balloon Payments
|
| " | Credit Support May Not Cover Losses
|
| 502 | Mortgaged Properties Leased to Multiple Tenants Also Have Risks
|
| 503 | Assignment of Leases and Rents May Be Limited by State Law
|
| " | Hazard Insurance May Be Insufficient to Cover All Losses on Mortgaged Properties
|
| 504 | Poor Property Management May Adversely Affect the Performance of the Related Mortgaged Property
|
| " | Property Value May Be Adversely Affected Even When Current Operating Income Is Not
|
| 506 | Your Lack of Control Over Trust Fund Can Create Risks
|
| " | One Action Jurisdiction May Limit the Ability of the Servicer to Foreclose on a Mortgaged Property
|
| " | Rights Against Tenants May Be Limited if Leases Are Not Subordinate to Mortgage or Do Not Contain Attornment Provisions
|
| 507 | If Mortgaged Properties Are Not in Compliance With Current Zoning Laws Restoration Following a Casualty Loss May Be Limited
|
| " | Inspections of the Mortgaged Properties Will Be Limited
|
| " | Compliance with Americans with Disabilities Act May Result in Additional Losses
|
| 508 | Litigation Concerns
|
| " | Some Certificates May Not Be Appropriate for Benefit Plans
|
| " | Certain Federal Tax Considerations Regarding Residual Certificates
|
| 509 | Certain Federal Tax Considerations Regarding Original Issue Discount
|
| " | Bankruptcy Proceedings Could Adversely Affect Payments on Your Certificates
|
| " | Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions
|
| 510 | Risks Relating to Borrower Default
|
| " | Risks Relating to Certain Payments
|
| 511 | Risks Relating to Enforceability
|
| " | Book-Entry System for Certain Classes May Decrease Liquidity and Delay Payment
|
| 512 | Delinquent and Non-Performing Mortgage Loans Could Adversely Affect Payments on Your Certificates
|
| " | In The Event of an Early Termination of a Swap Agreement Due to Certain Swap Termination Events, a Trust May Be Required to Make a Large Termination Payment to any Related Swap Counterparty
|
| " | Your Securities Will Have Greater Risk if an Interest Rate Swap Agreement Terminates
|
| " | Even if You Do Not Receive Timely Notices, You Will Be Deemed To Have Tendered Your Reset Rate Certificates
|
| 513 | If a Failed Remarketing Is Declared, You Will Be Required To Rely On a Sale Through the Secondary Market If You Wish To Sell Your Reset Rate Certificates
|
| " | Description of the Trust Funds
|
| " | Mortgage Loans
|
| 514 | Default and Loss Considerations with Respect to the Mortgage Loans
|
| 516 | Mortgage Loan Information in Prospectus Supplements
|
| 517 | Mbs
|
| 518 | Certificate Accounts
|
| " | Other Accounts
|
| " | Credit Support
|
| 519 | Cash Flow Agreements
|
| " | Pass-Through Rate
|
| " | Payment Delays
|
| " | Certain Shortfalls in Collections of Interest
|
| 520 | Yield and Prepayment Considerations
|
| 522 | Weighted Average Life and Maturity
|
| " | Controlled Amortization Classes and Companion Classes
|
| 523 | Other Factors Affecting Yield, Weighted Average Life and Maturity
|
| 526 | Use of Proceeds
|
| 528 | Distributions of Interest on the Certificates
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| 529 | Determination of Interest Rates
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| " | Day Count Basis; Interest Rate Change Dates; Interest Rate Determination Dates
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| 530 | Libor
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| " | Commercial Paper Rate
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| 531 | CMT Rate
|
| 532 | Federal Funds Rate
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| " | 91-day Treasury Bill Rate
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| 533 | Prime Rate
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| " | Distributions of Principal on the Certificates
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| 534 | Distributions on the Certificates in Respect of Prepayment Premiums
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| " | Additional Information Regarding Reset Rate Certificates
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| 535 | Remarketing Terms Determination Date
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| 537 | Spread Determination Date
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| 538 | Failed Remarketing
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| 539 | Floating Rate Mode
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| " | Fixed Rate Mode
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| 540 | Tender of Reset Rate Certificates; Remarketing Procedures
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| 542 | Allocation of Losses and Shortfalls
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| " | Advances in Respect of Delinquencies
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| 543 | Reports to Certificateholders
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| 544 | Termination
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| 548 | Description of the Pooling Agreements
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| " | Assignment of Mortgage Loans; Repurchases
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| 549 | Representations and Warranties; Repurchases
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| 550 | Collection and Other Servicing Procedures
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| " | Sub-Servicers
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| 551 | Special Servicers
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| " | Certificate Account
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| 554 | Modifications, Waivers and Amendments of Mortgage Loans
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| 555 | Hazard Insurance Policies
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| " | Due-on-Sale and Due-on-Encumbrance Provisions
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| 556 | Servicing Compensation and Payment of Expenses
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| " | Evidence as to Compliance
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| 557 | Certain Matters Regarding the Master Servicer and the Depositor
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| 558 | List of Certificateholders
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| " | The Trustee
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| " | Duties of the Trustee
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| 559 | Certain Matters Regarding the Trustee
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| " | Resignation and Removal of the Trustee
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| " | Description of Credit Support
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| 560 | Subordinate Certificates
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| " | Cross-Support Provisions
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| " | Insurance or Guarantees with Respect to Mortgage Loans
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| 561 | Letter of Credit
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| " | Certificate Insurance and Surety Bonds
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| " | Reserve Funds
|
| 562 | Credit Support with Respect to MBS
|
| " | Certain Legal Aspects of Mortgage Loans
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| " | Types of Mortgage Instruments
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| " | Leases and Rents
|
| 563 | Personalty
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| " | Foreclosure
|
| 566 | Bankruptcy Laws
|
| 569 | Environmental Risks
|
| 570 | Due-on-Sale and Due-on-Encumbrance
|
| 571 | Subordinate Financing
|
| " | Default Interest and Limitations on Prepayments
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| " | Applicability of Usury Laws
|
| 572 | Servicemembers Civil Relief Act
|
| " | Type of Mortgaged Property
|
| " | Americans with Disabilities Act
|
| 573 | Forfeiture for Drug, RICO and Money Laundering Violations
|
| " | Federal Income Tax Consequences for REMIC Certificates
|
| 574 | Characterization of Investments in REMIC Certificates
|
| " | Qualification as a REMIC
|
| 576 | Taxation of Regular Certificates
|
| 577 | Original Issue Discount
|
| 579 | Variable Rate Regular Certificates
|
| 581 | Deferred Interest
|
| " | Market Discount
|
| 582 | Premium
|
| " | Election to Treat All Interest Under the Constant Yield Method
|
| " | Sale or Exchange of Regular Certificates
|
| 584 | Taxation of Residual Certificates
|
| " | Taxation of REMIC Income
|
| 585 | Basis and Losses
|
| 586 | Treatment of Certain Items of REMIC Income and Expense
|
| 587 | Limitations on Offset or Exemption of REMIC Income
|
| " | Tax-Related Restrictions on Transfer of Residual Certificates
|
| " | Disqualified Organizations
|
| 590 | Foreign Investors
|
| " | Sale or Exchange of a Residual Certificate
|
| 591 | Mark to Market Regulations
|
| " | Taxes That May Be Imposed on the REMIC Pool
|
| 592 | Net Income From Foreclosure Property
|
| " | Liquidation of the REMIC Pool
|
| " | Administrative Matters
|
| 593 | Limitations on Deduction of Certain Expenses
|
| " | Taxation of Certain Foreign Investors
|
| " | Regular Certificates
|
| 594 | Residual Certificates
|
| " | Backup Withholding
|
| 595 | Reporting Requirements
|
| " | Federal Income Tax Consequences for Certificates as to Which No REMIC Election Is Made
|
| " | Standard Certificates
|
| 597 | Recharacterization of Servicing Fees
|
| 598 | Stripped Certificates
|
| 600 | Taxation of Stripped Certificates
|
| 601 | Possible Alternative Characterizations
|
| 602 | Reset Rate Certificates
|
| " | Reporting Requirements and Backup Withholding
|
| 603 | State and Other Tax Considerations
|
| 604 | Plan Asset Regulations
|
| " | Administrative Exemptions
|
| " | Insurance Company General Accounts
|
| 605 | Unrelated Business Taxable Income; Residual Certificates
|
| 609 | Incorporation of Certain Information by Reference
|
| " | Where You Can Find More Information
|
| " | Financial Information
|
| 610 | Rating
|
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Filed Pursuant to Rule 424(B)(5)
Registration Statement No. 333-140804
PROSPECTUS SUPPLEMENT (To Prospectus Dated March 9, 2007)
$4,783,549,000 (Approximate)
J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-LDP10
Issuing Entity
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor
JPMorgan Chase Bank, N.A.
UBS Real Estate Securities Inc.
Nomura Credit & Capital, Inc.
Eurohypo AG, New York Branch
PNC Bank, National Association
Sponsors and Mortgage Loan Sellers
AIG Mortgage Capital, LLC
Mortgage Loan Seller
Commercial Mortgage Pass-Through Certificates, Series 2007-LDP10
J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain classes of the Series 2007-LDP10 Commercial Mortgage Pass-Through Certificates, which represent the beneficial ownership interests in the issuing entity, which will be a trust named J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-LDP10. The assets of the issuing entity will primarily be 227 fixed rate mortgage loans secured by first liens on 328 commercial, multifamily and manufactured housing community properties and are generally the sole source of payments on the Series 2007-LDP10 certificates. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under ‘‘Description of the Certificates—Subordination; Allocation of Collateral Support Deficit’’ in this prospectus supplement. In addition, JPMorgan Chase Bank, N.A. will provide an interest rate swap agreement for the benefit of the Class A-2SFL certificates and an interest rate swap agreement for the benefit of the Class A-JFL certificates as described under ‘‘Description of the Swap Contracts’’ in this prospectus supplement. The Series 2007-LDP10 certificates are obligations of the issuing entity only and are not obligations of J.P. Morgan Chase Commercial Mortgage Securities Corp., the sponsors, the mortgage loan sellers or any of their respective affiliates, and neither the Series 2007-LDP10 certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or any other person or entity. Each class of certificates will be entitled to receive monthly distributions of interest or principal and interest on the 15th day of each month (or if the 15th day is not a business day, the following business day), commencing on April 16,
2007.

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| |
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Initial Class Certificate Balance or Notional Amount(1) |
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Initial Approx. Pass-Through
Rate |
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Pass-Through
Rate Description |
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Assumed Final Distribution Date(3) |
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Expected
Ratings (Moody’s/Fitch)(5) |
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Rated Final Distribution Date(3) |
| Class A-1(6) |
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 |
 |
$ |
41,831,000 |
|
 |
 |
5.1220% |
 |
 |
 |
 |
Fixed |
|
 |
 |
March 15, 2012 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-2(6) |
 |
 |
 |
$ |
250,000,000 |
|
 |
 |
5.4340% |
 |
 |
 |
 |
Fixed |
|
 |
 |
November 15, 2016 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-3(6) |
 |
 |
 |
$ |
1,714,136,000 |
|
 |
 |
5.4200% |
 |
 |
 |
 |
Fixed |
|
 |
 |
February 15, 2017 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-1A(6) |
 |
 |
 |
$ |
507,300,000 |
|
 |
 |
5.4390% |
 |
 |
 |
 |
Fixed |
|
 |
 |
March 15, 2017 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-M(6) |
 |
 |
 |
$ |
359,038,000 |
|
 |
 |
5.4640% |
 |
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 |
 |
Fixed |
|
 |
 |
March 15, 2017 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-J(6) |
 |
 |
 |
$ |
200,694,000 |
|
 |
 |
5.5030% |
 |
 |
 |
 |
Fixed |
|
 |
 |
March 15, 2017 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-JFL(6) |
 |
 |
 |
$ |
100,000,000 |
|
 |
 |
LIBOR + 0.2600% |
 |
 |
 |
 |
Floating |
|
 |
 |
March 15, 2017 |
 |
 |
Aaa/AAA(10) |
 |
 |
January 15, 2049 |
| Class X |
 |
 |
 |
$ |
5,331,517,186 |
|
 |
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0.5269% |
 |
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 |
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Variable |
|
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April 15, 2022 |
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Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-1S(6) |
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 |
 |
$ |
200,000,000 |
|
 |
 |
4.9300% |
 |
 |
 |
 |
Fixed |
|
 |
 |
November 15, 2011 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-2S(6) |
 |
 |
 |
$ |
688,857,000 |
|
 |
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5.3050% |
 |
 |
 |
 |
Fixed |
|
 |
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March 15, 2012 |
 |
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Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-2SFL(6) |
 |
 |
 |
$ |
150,000,000 |
|
 |
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LIBOR + 0.1300% |
 |
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 |
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Floating |
|
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 |
March 15, 2012 |
 |
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Aaa/AAA(10) |
 |
 |
January 15, 2049 |
| Class A-3S(6) |
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 |
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$ |
179,937,000 |
|
 |
 |
5.3170% |
 |
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 |
 |
Fixed |
|
 |
 |
April 15, 2013 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-MS(6) |
 |
 |
 |
$ |
174,114,000 |
|
 |
 |
5.3420% |
 |
 |
 |
 |
Fixed |
|
 |
 |
December 15, 2013 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class A-JS(6) |
 |
 |
 |
$ |
145,820,000 |
|
 |
 |
5.3950% |
 |
 |
 |
 |
Fixed |
|
 |
 |
January 15, 2014 |
 |
 |
Aaa/AAA |
 |
 |
January 15, 2049 |
| Class B-S(6) |
 |
 |
 |
$ |
34,823,000 |
|
 |
 |
5.4370% |
 |
 |
 |
 |
Fixed |
|
 |
 |
January 15, 2014 |
 |
 |
Aa2/AA |
 |
 |
January 15, 2049 |
| Class C-S(6) |
 |
 |
 |
$ |
13,058,000 |
|
 |
 |
5.4660% |
 |
 |
 |
 |
Fixed |
|
 |
 |
January 15, 2014 |
 |
 |
Aa3/AA- |
 |
 |
January 15, 2049 |
| Class D-S(6) |
 |
 |
 |
$ |
23,941,000 |
|
 |
 |
5.5160% |
 |
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 |
 |
Fixed |
|
 |
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January 15, 2014 |
 |
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A2/A |
 |
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January 15, 2049 |
 |
(Footnotes to table on page S-9)
You should carefully consider the risk factors beginning on page S-51 of this prospectus supplement and page 9 of the prospectus.
Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity.
The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the depositor, any of its affiliates or any other entity.
 |
The Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. J.P. Morgan Chase Commercial Mortgage Securities Corp. will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association. |
 |
The underwriters, J.P. Morgan Securities Inc., UBS Securities LLC, Citigroup Global Markets Inc., Commerzbank Capital Markets Corp. and PNC Capital Markets LLC, will purchase the offered certificates from J.P. Morgan Chase Commercial Mortgage Securities Corp. and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. J.P. Morgan Securities Inc. and UBS Securities LLC are acting as co-lead managers for this offering with respect to each of the offered certificates. Citigroup Global Markets Inc., Commerzbank Capital Markets Corp. and PNC Capital Markets LLC are acting as co-managers for this offering. J.P. Morgan Securities Inc. is acting as sole bookrunner for this offering. |
 |
The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about March 29, 2007. We expect to receive from this offering approximately 103.2% of the initial aggregate principal balance of the offered certificates, plus accrued interest (except with respect to the Class A-2SFL and Class A-JFL Certificates) from March 1, 2007, before deducting expenses payable by us. |
| JPMorgan |
UBS Investment Bank |
| Citigroup Global Markets, Inc. |
Commerzbank Corporates & Markets |
PNC Capital Markets LLC |
March 26, 2007
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TABLE OF CONTENTS

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| ANNEX A-1 |
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CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
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| ANNEX A-2 |
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CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
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| ANNEX A-3 |
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DESCRIPTION OF TOP FIFTEEN MORTGAGE LOANS OR GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION |
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| ANNEX A-4 |
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DECREMENT TABLES |
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| ANNEX B |
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CERTAIN CHARACTERISTICS OF THE MULTIFAMILY & MANUFACTURED HOUSING COMMUNITY LOANS |
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| ANNEX C |
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FORM OF REPORT TO CERTIFICATEHOLDERS |
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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this prospectus supplement, which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement.
You should rely only on the information contained in this prospectus supplement and the prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus supplement and the prospectus. The information contained in this prospectus supplement is accurate only as of the date of this prospectus supplement.
This prospectus supplement begins with several introductory sections describing the Series 2007-LDP10 certificates and the trust in abbreviated form:
Summary of Certificates, commencing on page S-9 of this prospectus supplement, which sets forth important statistical information relating to the Series 2007-LDP10 certificates;
Summary of Terms, commencing on page S-12 of this prospectus supplement, which gives a brief introduction of the key features of the Series 2007-LDP10 certificates and a description of the underlying mortgage loans; and
Risk Factors, commencing on page S-51 of this prospectus supplement, which describe risks that apply to the Series 2007-LDP10 certificates which are in addition to those described in the prospectus with respect to the securities issued by the trust generally.
This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the prospectus identify the pages where these sections are located.
Certain capitalized terms are defined and used in this prospectus supplement and the prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption ‘‘Index of Defined Terms’’ commencing on page S-285 of this prospectus supplement. The capitalized terms used in the prospectus are defined on the pages indicated under the caption ‘‘Index of Defined Terms’’ commencing on page 129 of the prospectus.
All annexes and schedules attached to this prospectus supplement are a part of this prospectus supplement.
In this prospectus supplement, the terms ‘‘Depositor,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.
EUROPEAN ECONOMIC AREA
IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A ‘‘RELEVANT MEMBER STATE’’), EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE (THE ‘‘RELEVANT IMPLEMENTATION DATE’’) IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE PRIOR TO THE PUBLICATION OF A PROSPECTUS IN RELATION TO THE CERTIFICATES WHICH HAS BEEN APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE OR, WHERE APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL IN ACCORDANCE WITH THE
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PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT FROM AND INCLUDING THE RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE AT ANY TIME:
(A) TO LEGAL ENTITIES WHICH ARE AUTHORIZED OR REGULATED TO OPERATE IN THE FINANCIAL MARKETS OR, IF NOT SO AUTHORIZED OR REGULATED, WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES;
(B) TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (1) AN AVERAGE OF AT LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR; (2) A TOTAL BALANCE SHEET OF MORE THAN €43,000,000 AND (3) AN ANNUAL NET TURNOVER OF MORE THAN €50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; OR
(C) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE PUBLICATION BY THE ISSUER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.
FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN ‘‘OFFER OF CERTIFICATES TO THE PUBLIC’’ IN RELATION TO ANY CERTIFICATES IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION ‘‘PROSPECTUS DIRECTIVE’’ MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT MEMBER STATE.
UNITED KINGDOM
EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:
(A)(i) IT IS A PERSON WHOSE ORDINARY ACTIVITIES INVOLVE IT IN ACQUIRING, HOLDING, MANAGING, OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF ITS BUSINESS AND (ii) IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL THE CERTIFICATES OTHER THAN TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES OR WHO IT IS REASONABLE TO EXPECT WILL ACQUIRE, HOLD, MANAGE OR DISPOSE OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES WHERE THE ISSUE OF THE CERTIFICATES WOULD OTHERWISE CONSTITUTE A CONTRAVENTION OF SECTION 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (‘‘FSMA’’);
(B) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE DEPOSITOR; AND
(C) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CERTIFICATES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.
NOTICE TO UNITED KINGDOM INVESTORS
THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, OR (3) ARE PERSONS FALLING WITHIN ARTICLES 49(2)(A) THROUGH (D) (‘‘HIGH NET WORTH COMPANIES, UNINCORPORATED
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Table of Contents
ASSOCIATIONS, ETC.’’) OR 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKET ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS THE ‘‘RELEVANT PERSONS’’). THIS PROSPECTUS SUPPLEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS SUPPLEMENT RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.
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Table of Contents
SUMMARY OF CERTIFICATES

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| Class |
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Initial Class Certificate Balance or Notional Amount(1) |
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Approximate Credit Support(2) |
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Pass- Through Rate Description |
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Assumed Final Distribution Date(3) |
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Initial Approx. Pass-Through Rate |
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Weighted Average Life (Yrs.)(4) |
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Expected Ratings (Moody’s/ Fitch)(5) |
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Principal Window(4) |
| Offered Certificates |
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| A-1(6) |
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$ |
41,831,000 |
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30.000 |
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Fixed |
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March 15, 2012 |
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5.1220 |
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2.78 |
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Aaa/AAA |
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04/07 — 03/12 |
| A-2(6) |
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$ |
250,000,000 |
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30.000 |
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Fixed |
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November 15, 2016 |
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5.4340 |
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8.38 |
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Aaa/AAA |
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03/12 — 11/16 |
| A-3(6) |
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$ |
1,714,136,000 |
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30.000 |
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Fixed |
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February 15, 2017 |
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5.4200 |
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9.80 |
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Aaa/AAA |
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11/16 — 02/17 |
| A-1A(6) |
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$ |
507,300,000 |
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30.000 |
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Fixed |
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March 15, 2017 |
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5.4390 |
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9.71 |
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Aaa/AAA |
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04/07 — 03/17 |
| A-M(6) |
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$ |
359,038,000 |
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20.000 |
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Fixed |
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March 15, 2017 |
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5.4640 |
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9.96 |
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Aaa/AAA |
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03/17 — 03/17 |
| A-J(6) |
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$ |
200,694,000 |
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11.625 |
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Fixed |
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March 15, 2017 |
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5.5030 |
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9.96 |
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Aaa/AAA |
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03/17 — 03/17 |
| A-JFL(6) |
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$ |
100,000,000 |
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11.625 |
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Floating |
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March 15, 2017 |
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LIBOR |
+ 0.2600 |
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9.96 |
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Aaa/AAA(10) |
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03/17 — 03/17 |
| X |
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$ |
5,331,517,186 |
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N/A |
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Variable |
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April 15, 2022 |
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0.5269 |
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N/A |
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Aaa/AAA |
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N/A |
| A-1S(6) |
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$ |
200,000,000 |
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30.000 |
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Fixed |
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November 15, 2011 |
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4.9300 |
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4.51 |
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Aaa/AAA |
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04/07 — 11/11 |
| A-2S(6) |
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$ |
688,857,000 |
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30.000 |
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Fixed |
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March 15, 2012 |
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5.3050 |
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4.82 |
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Aaa/AAA |
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11/11 — 03/12 |
| A-2SFL(6) |
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$ |
150,000,000 |
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30.000 |
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Floating |
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March 15, 2012 |
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LIBOR |
+ 0.1300 |
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4.82 |
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Aaa/AAA(10) |
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11/11 — 03/12 |
| A-3S (6) |
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$ |
179,937,000 |
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30.000 |
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Fixed |
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April 15, 2013 |
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5.3170 |
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5.42 |
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Aaa/AAA |
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03/12 — 04/13 |
| A-MS(6) |
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$ |
174,114,000 |
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20.000 |
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Fixed |
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December 15, 2013 |
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5.3420 |
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6.51 |
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Aaa/AAA |
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04/13 — 12/13 |
| A-JS(6) |
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$ |
145,820,000 |
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11.625 |
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Fixed |
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January 15, 2014 |
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5.3950 |
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6.71 |
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Aaa/AAA |
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12/13 — 01/14 |
| B-S(6) |
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$ |
34,823,000 |
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9.625 |
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Fixed |
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January 15, 2014 |
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5.4370 |
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6.79 |
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Aa2/AA |
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01/14 — 01/14 |
| C-S(6) |
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$ |
13,058,000 |
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8.875 |
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Fixed |
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January 15, 2014 |
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5.4660 |
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6.79 |
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Aa3/AA− |
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01/14 — 01/14 |
| D-S(6) |
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$ |
23,941,000 |
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7.500 |
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Fixed |
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January 15, 2014 |
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5.5160 |
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6.79 |
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A2/A |
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01/14 — 01/14 |
Non-Offered Certificates |
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| B(6) |
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$ |
71,808,000 |
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9.625 |
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Fixed |
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N/A |
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5.5820 |
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N/A |
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Aa2/AA |
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N/A |
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| C(6) |
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$ |
26,928,000 |
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8.875 |
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Fixed |
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N/A |
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5.6120 |
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N/A |
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Aa3/AA− |
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N/A |
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| D(6) |
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$ |
49,367,000 |
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7.500 |
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WAC |
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N/A |
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5.7676 |
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N/A |
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A2/A |
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N/A |
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| E(6) |
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$ |
40,392,000 |
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6.375 |
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WAC |
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N/A |
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5.8656 |
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N/A |
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A3/A− |
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N/A |
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| F(6) |
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$ |
44,880,000 |
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5.125 |
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WAC |
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N/A |
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5.9266 |
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N/A |
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Baa1/BBB+ |
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N/A |
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| G(6) |
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$ |
44,880,000 |
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3.875 |
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WAC |
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N/A |
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5.9266 |
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N/A |
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Baa2/BBB |
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N/A |
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| H(6) |
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$ |
40,392,000 |
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2.750 |
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WAC |
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N/A |
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5.9266 |
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N/A |
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Baa3/BBB− |
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N/A |
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| E-S(6) |
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$ |
19,588,000 |
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6.375 |
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WAC |
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N/A |
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5.7356 |
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N/A |
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A3/A− |
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N/A |
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| F-S(6) |
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$ |
21,764,000 |
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5.125 |
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WAC |
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N/A |
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5.9296 |
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N/A |
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Baa1/BBB+ |
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N/A |
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| G-S(6) |
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$ |
21,764,000 |
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3.875 |
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WAC |
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N/A |
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5.9296 |
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N/A |
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Baa2/BBB |
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N/A |
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| H-S(6) |
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$ |
19,588,000 |
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2.750 |
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WAC |
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N/A |
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5.9296 |
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N/A |
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Baa3/BBB− |
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N/A |
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| J |
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$ |
19,993,000 |
|
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2.375 |
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Fixed |
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N/A |
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5.0810 |
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N/A |
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Ba1/BB+ |
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N/A |
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| K |
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 |
$ |