CIBC INC.,



                                   PURCHASER,



                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION



                                     SELLER



                               LOAN SALE AGREEMENT



                           Dated as of March 16, 2006



                                 $93,000,000.00



                           Houston Galleria Note A-2B





























================================================================================

{PAGE}





            This Loan Sale Agreement (this "Agreement"), dated as of March 16,

2006, is between CIBC Inc., as purchaser (the "Purchaser"), and JPMorgan Chase

Bank, National Association, as seller (the "Seller").



            Capitalized terms used in this Agreement not defined herein shall

have the meanings ascribed to them in the Pooling and Servicing Agreement, dated

as of March 16, 2006 (the "Pooling and Servicing Agreement"), among J.P. Morgan

Chase Commercial Mortgage Securities Corp, as depositor (the "Depositor"), GMAC

Commercial Mortgage Corporation, as master servicer ("Master Servicer"), Midland

Loan Services, Inc., as special servicer ("Special Servicer"), LaSalle Bank

National Association, as trustee (in such capacity, the "Trustee") and as paying

agent (in such capacity, the "Paying Agent"), pursuant to which the Depositor

will sell the Mortgage Loan (as defined herein) to a trust fund and certificates

representing ownership interests in the Mortgage Loan will be issued by the

trust fund. For purposes of this Agreement, the term "Mortgage Loan" refers to

the Houston Galleria A-2b Note of the Houston Galleria Whole Loan secured by the

Houston Galleria Mortgaged Property.



            The Purchaser and the Seller wish to prescribe the manner of sale of

the Mortgage Loan 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 Mortgage; Possession of Mortgage

File. Effective as of the Closing Date and upon receipt of the purchase price

set forth in the immediately succeeding paragraph, the Seller does hereby sell,

transfer, assign, set over and convey to the Purchaser, without recourse, all of

its right, title, and interest (subject to certain agreements regarding

servicing as provided in the Pooling and Servicing Agreement, subservicing

agreements permitted thereunder and that certain Servicing Rights Purchase and

Sale Agreement, dated as of the date hereof between the Master Servicer and the

Seller) in and to the Mortgage Loan, including all interest and principal

received on or with respect to the Mortgage Loan after the Cut-off Date (other

than payments of principal and interest first due on the Mortgage Loan on or

before the Cut-off Date). Upon the sale of the Mortgage Loan, the ownership of

the related Mortgage Note, the Mortgage and the other contents of the related

Mortgage File will be vested in the Purchaser and immediately thereafter the

Depositor and then 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 Depositor and then the Trustee. The Seller's records

will accurately reflect the sale of the Mortgage Loan to the Purchaser.



            The Depositor will sell the Class A-1, Class A-2, Class A-3B, Class

A-4, Class A-SB, Class A-1A, Class A-M, Class A-J, Class X-2, Class B, Class C

and Class D Certificates (the "Offered Certificates") to the underwriters

specified in the underwriting agreement dated March 3, 2006 (the "Underwriting

Agreement") between the Depositor and J.P. Morgan Securities Inc. for itself and

as representative of CIBC World Markets Corp., Deutsche Bank Securities Inc. and

Nomura Securities International, Inc., the Depositor will sell the Class X-1,

Class A-3A, Class E, Class F, Class G and Class H, Class R and Class LR

Certificates (the "Privately Offered Certificates") to JPMSI, as the initial

purchaser specified in the certificate purchase agreement, dated March 3, 2006

(the "Certificate Purchase Agreement"), between the Depositor and JPMSI and the

Depositor will sell (with JPMSI as placement agent) the Class J, Class K, Class

L, Class M, Class N, Class P and Class NR Certificates (the "Privately Placed

Certificates" and together with the Privately Offered Certificates, the "Private

Certificates") to the initial purchasers thereof.



            The sale and conveyance of the Mortgage Loan is being conducted on

an arms-length basis and upon commercially reasonable terms. As the purchase

price for the Mortgage Loan, the Purchaser shall pay to the Seller or at the

Seller's direction $93,000,000.00 in immediately available funds. The purchase

and sale of the Mortgage Loan 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 Loan to the Purchaser,

record title to the related Mortgage and the related Mortgage Note shall be

transferred to the Depositor and then the Trustee in accordance with the

Mortgage Loan Purchase and Sale Agreement (the "CIBC MLPA"), dated as of March

16, 2006, between CIBC Inc., as seller, and the Depositor, as purchaser. Any

funds due after the Cut-off Date in connection with the Mortgage Loan received

by the Seller shall be held in trust for the benefit of the Purchaser as the

owner of such Mortgage Loan and shall be transferred promptly to the Purchaser.

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 Loan 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 the Mortgage Loan shall be reflected on the Seller's

balance sheets and other financial statements as a sale of the Mortgage Loan by

the Seller to the Purchaser. The Seller intends to treat the transfer of the

Mortgage Loan to the Purchaser as a sale for tax purposes.



            The transfer of the Mortgage Loan shall be reflected on the

Purchaser's balance sheets and other financial statements as the purchase of the

Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat

the transfer of the 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 Loan 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 Depositor

to the Trustee with respect to the Mortgage Loan under Sections 2.01(b) and (c)

of the Pooling and Servicing Agreement, and meeting all the requirements of such

Sections 2.01(b) and (c), and such other documents, instruments and agreements

as the Purchaser, the Depositor or the Trustee shall reasonably request and

which are in the Seller's possession or under the Seller's control. In addition,

the Seller agrees to deliver or cause to be delivered to the Master Servicer,

the Servicing File for each Mortgage Loan transferred pursuant to this

Agreement; provided that the Seller shall not be required to deliver any draft

documents, privileged or internal communications or credit underwriting or due

diligence analyses or data.



            (b) With respect to the transfer described in Section 1 hereof, if

the Mortgage Loan documents do not require the related Mortgagor to pay any

costs and expenses relating to any modifications to a related letter of credit

which modifications are required to effectuate such transfer (the "Transfer

Modification Costs"), then the Seller shall pay the Transfer Modification Costs

required to transfer the letter of credit to the Depositor as described in such

Section 1; provided that if the Mortgage Loan documents require the related

Mortgagor to pay any Transfer Modification Costs, such Transfer Modification

Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay

such Transfer Modification Costs after the Master Servicer has exercised all

remedies available under the applicable Mortgage Loan documents to collect such

Transfer Modification Costs from such Mortgagor, in which case the Master

Servicer shall give the Seller notice of such failure and the 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 Loan. The

parties intend that such conveyance of the Seller's right, title and interest in

and to the Mortgage Loan 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 Loan, all payments of principal or interest on such Mortgage

Loan due after the Cut-off Date, all other payments made in respect of such

Mortgage Loan 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 Loan 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;

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC