EX-10.7



 





EXHIBIT
10.7




Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06803




May 31, 2007




NY Credit Funding I, LLC

230 Park Avenue

Suite 1150

New York, New York 10169




	 	 	 
	Re:

	 	Master Repurchase Agreement dated as of February 9, 2006
between NY Credit Funding I, LLC, a Delaware limited
liability company (“Seller”) and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC. (together with its successors and assigns, the
“Buyer”) (as amended, supplemented or modified from time to
time, collectively, the “Repurchase Agreement”).






Ladies and Gentlemen:




          This letter agreement is entered into by and between the aforementioned Buyer and Seller in
connection with the aforementioned Repurchase Agreement. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Repurchase Agreement.




          In exchange for Ten Dollars and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree to the following
modifications of the Repurchase Agreement:




          1. The following definitions set forth in Section 2 of the Repurchase Agreement are
hereby amended and restated to read as follows:





“Average LTV” shall mean, with respect to any Junior Participation Interest,
any Preferred Equity Interest or any Mezzanine Loan, the ratio (expressed as a
percentage) obtained by dividing (A) the sum of (x) the Senior LTV of all debt that
is senior to or pari passu with such Junior Participation Interest, Preferred Equity
Interest or Mezzanine Loan and (y) the Combined LTV of such Junior Participation
Interest, Preferred Equity Interest or Mezzanine Loan by (B) two (2).



 









 






“Combined DSCR” for any Purchased Loan or proposed Purchased Loan shall
be the ratio (expressed as a decimal, followed by an “x”) of (A) the underwritten
annualized net cash flow generated by the real property or properties that directly
or indirectly secure such Purchased Loan, as determined by Buyer in its sole
discretion, exercised in good faith (which shall include consideration of interest
reserves as a source of debt service payments to the extent such reserves are fully
funded as of the date of purchase of such Purchased Loan hereunder), to (B) the
annualized debt service or preferred return (as determined below) for the Purchased
Loan plus the annualized debt service or preferred return (as determined below) for
any and all senior and pari passu debt directly or indirectly secured by the real
property or properties that collateralize such Purchased Loan. The “debt service”
for the Purchased Loan or senior or pari passu debt, as applicable, or, in the case
of a Preferred Equity Interest, the “preferred return,” for purposes of the
calculation in clause (B) shall be, with respect to each such debt or preferred
return, as applicable, the greater of (1) the annualized debt service for such debt
or annualized preferred return, as applicable, based upon the actual interest rate
and amortization for such debt or preferred return (provided that if the interest
rate is determined by reference to a variable rate, the Buyer shall in its sole
discretion, exercised in good faith, select an appropriate rate as the assumed rate
to be used to calculate the Combined DSCR, which shall not be less than the rate
which would apply assuming that the LIBOR or other base variable rate used under the
related loan documents or organizational documents, as applicable, to determine the
interest rate of the debt or preferred return equals the “strike price” of any
interest rate cap required and in place under the terms of the related loan
documents or organizational documents, as applicable), and (2) the debt service or
preferred return, as applicable, due at a stabilized debt service or preferred
return constant, in each case as determined by Buyer in its sole discretion,
exercised in good faith.




“Combined LTV” for any Whole Loan, Junior Participation Interest, Preferred
Equity Interest or Mezzanine Loan shall be the ratio (expressed as a percentage) of
(A) the unpaid principal amount of such Whole Loan, Junior Participation Interest or
Mezzanine Loan or unreturned equity interest amount of such Preferred Equity
Interest plus the unpaid principal amount of any debt senior to or pari passu with
such Whole Loan, Junior Participation Interest, Preferred Equity Interest or
Mezzanine Loan divided by (B) the fair market value of the real property, properties
or other collateral directly securing: (i) such Whole Loan, Junior Participation
Interest or Mezzanine Loan or, in the case of a Preferred Equity Interest, directly
or indirectly owned by the entity in which Seller has such Preferred Equity
Interest, as determined by Buyer in its sole discretion; and (ii) any such debt
senior to or pari passu with such Whole Loan, Junior Participation Interest,
Preferred Equity Interest or Mezzanine Loan.




“Eligible Loans” shall mean any of the following types of loans originated
by Seller, New York Life Insurance Company, Onex Corporation or Cushman & Wakefield,
and Affiliates thereof, or purchased from Buyer or Buyer’s Affiliates or such other
lenders as are reasonably approved by Buyer, which loans are acceptable to Buyer in
its sole business judgment, exercised in good faith, and are



 









 






secured directly or indirectly by a property that is a multifamily, retail, office,
warehouse, healthcare or hospitality property (or any other property type acceptable
to Buyer) and is located in the United States of America, its territories or
possessions, and which would not, if the same became Eligible Loans, cause any
non-compliance or non-conformity with the Facility Limits:




	 	(i)	 	performing Whole Loans which satisfy the following criteria:






(a) the Combined LTV thereof does not exceed, as applicable, (1) for fixed
rate Whole Loans, 80%, or (2) for floating rate Whole Loans, 85%; and




(b) the Combined DSCR thereof is not less than, as applicable, (1) for fixed
rate Whole Loans, l.30x, or (2) for floating rate Whole Loans, 1.40x.




	 	(ii)	 	Junior Participation Interests in performing commercial
mortgage loans secured by first liens in multifamily and commercial real
property which satisfy the following criteria:






(a) the Combined LTV thereof does not exceed 90%;




(b) the Combined DSCR thereof is not less than 1.05x; and




(c) the Relative Thickness calculated with respect to such Junior
Participation Interest is not less than 10%, provided that if such Junior
Participation Interest is purchased by Buyer in combination with (or as part
of) an Eligible Loan purchased by Buyer that is secured by the same real
property or properties securing such Junior Participation Interest (a
“Tied Purchased Loan” with respect to such Junior Participation
Interest), and the Relative Thickness of the Junior Participation Interest
and Tied Purchased Loan determined on an aggregate basis is not less than
10%, the Relative Thickness requirement under this clause (c) shall be
deemed satisfied.




	 	(iii)	 	performing Mezzanine Loans which satisfy the following
criteria:






(a) the Combined LTV thereof does not exceed 90%;




(b) the Combined DSCR thereof is not less than 1.05x; and




(c) the Relative Thickness calculated with respect to such Mezzanine Loan is
not less than 10%, provided that if such Mezzanine Loan is purchased by
Buyer in combination with (or as part of) an Eligible Loan purchased by
Buyer that is secured by the same real property or properties securing such
Mezzanine Loan (a “Tied Purchased Loan” with respect to such
Mezzanine Loan), and the Relative Thickness of the Mezzanine Loan and Tied
Purchased Loan determined on an aggregate basis is not less than



 









 






10%, the Relative Thickness requirement under this clause (c) shall be
deemed satisfied.




	 	(iv)	 	at any time after the Seller and/or its Affiliates have
completed the initial public offering pursuant to the registration statement
filed with the Securities and Exchange Commission on November 13, 2006,
performing Preferred Equity Interests which satisfy the following criteria:






(a) the Combined LTV thereof does not exceed 90%;




(b) the Combined DSCR is not less than the minimum amount for the applicable
Category Type set forth on Schedule I hereto; and




(c) the Relative Thickness calculated with respect to such Preferred Equity
Interest is not less than 10%, provided that if such Preferred Equity
Interest is purchased by Buyer in combination with (or as part of) an
Eligible Loan purchased by Buyer that is secured by the same real property
or properties owned directly or indirectly by the entity in which Seller has
such Preferred Equity Interest (a “Tied Purchased Loan” with respect
to such Preferred Equity Interest), and the Relative Thickness of the
Preferred Equity Interest and Tied Purchased Loan determined on an aggregate
basis is not less than 10%, the Relative Thickness requirement under this
clause (c) shall be deemed satisfied.




	 	(v)	 	any other Whole Loan, Junior Participation Interest, Preferred
Equity Interest or Mezzanine Loan which does not conform to the criteria set
forth in clauses (i)-(iv) above and Buyer elects in its sole discretion to
purchase, in which case the criteria for the ratio of total loan to value and
the underwritten debt service coverage ratio, and any modifications to the
Facility Limits with respect to such loan, shall be set forth in the related
Confirmation for the Transaction under which such loan is purchased by Buyer.






Non-performing loans and loans secured by undeveloped land are not
eligible for inclusion as Eligible Loans.




“Facility Amount” shall mean $300,000,000.




“Seller LLC Agreement” shall mean the Amended and Restated Limited Liability
Company Agreement of Seller dated as of November 10, 2006 by Sponsor.




“Senior LTV” shall mean, with respect to any Junior Participation
Interest, Preferred Equity Interest or Mezzanine Loan, the ratio (expressed as a
percentage) of (A) the unpaid principal amount of any debt senior to or pari passu
with such Junior Participation Interest, Preferred Equity Interest or Mezzanine Loan
divided by (B) the fair market value, as determined by Buyer in its sole discretion,
exercised in good faith, of the real property, properties or other collateral: (i)
directly securing such Junior Participation Interest or Mezzanine Loan; (ii) in the



 









 






case of a Preferred Equity Interest, owned directly or indirectly by the entity in
which the Seller has such Preferred Equity Interest; or (iii) any such debt senior
to or pari passu with such Junior Participation Interest, Preferred Equity Interest
or Mezzanine Loan.




“Sponsor” shall mean NY Credit Operating Partnership LP, a Delaware limited
partnership.




“Sponsor GP” shall mean NYCT Business Trust I, a Maryland business trust.




“Sponsor LP Agreement” shall mean the Third Amended and Restated Agreement
of Limited Partnership of Sponsor dated as of November 10, 2006, among, Sponsor GP,
as general partner, NY Credit Real Estate GP LLC, as original general partner and
the limited partners listed on an exhibit thereto, as amended by that certain First
Amendment to Third Amended and Restated Agreement of Limited Partnership of Sponsor
dated as of April 19, 2007.




“Sponsor Manager LLC Agreement” shall mean the Third Amended and Restated
Limited Liability Agreement of Sponsor Manager dated as of November 10, 2006 among
BRK Management LLC, Cushman & Wakefield, Inc., New York Life Investment Management
LLC, HSH Nordbank AG, Cayman Islands Branch, Edward J. Santoro (or an entity
controlled by Edward J. Santoro) and Joseph C. Franzetti (or an entity controlled by
Joseph C. Franzetti), as amended by that certain First Amendment to Third Amended
and Restated Limited Liability Agreement of Sponsor Manager dated as of April 19,
2007 and any amendments thereto approved or consented to in writing by Buyer.



          2. Section 2 of the Repurchase Agreement is hereby amended to add the following
definitions:





“Hedging Reserve” shall mean $10,000,000.




“Preferred Equity Interest” shall mean preferred equity interests in
entities that own, directly or indirectly, multifamily and commercial properties.




“Relative Thickness” shall mean, with respect to any Mezzanine Loan,
Preferred Equity Interest or Junior Participation Interest, the fraction (measured
as a percentage, e.g., 1/10th = 10%): (i) having as its numerator: (a) in
the case of a Junior Participation Interest or a Mezzanine Loan, the unpaid
principal amount of such Junior Participation Interest or Mezzanine Loan; or (b) in
the case of a Preferred Equity Interest, the unpaid equity return of such Preferred
Equity Interest; and (ii) having as its denominator: (a) in the case of a Junior
Participation Interest or a Mezzanine Loan, the sum of the unpaid principal amount
of such Junior Participation Interest or Mezzanine Loan plus the unpaid principal
amount of any debt senior to, junior to or pari passu with such Junior Participation
Interest or Mezzanine Loan; and (b) in the case of a Preferred Equity Interest, the
sum of the unpaid equity return of such Preferred Equity Interest plus the unpaid
principal amount of any debt senior to, junior to or pari passu with such Preferred
Equity Interest.




“Sponsor GP Organizational Documents” shall mean, collectively, the Articles
of Organization of the Sponsor GP filed on April 12, 2007 with the Maryland



 









 






Department of Assessments and Taxation and the Operating Agreement of the Sponsor GP
dated as of April 19, 2007.



          3. The proviso at the end of the first sentence of Section 3(a) of the Repurchase
Agreement is hereby amended in its entirety to read as follows:





provided, however, that the aggregate of the Repurchase Prices
(excluding Other Price Components) for all Transactions purchased hereunder and
outstanding at any one time (i.e., which shall not then have not been repurchased by
Seller) shall not exceed the difference between: (i) the Facility Amount; minus (ii)
the Hedging Reserve.



          4. Section 3(b)(8) of the Repurchase Agreement is hereby amended in its entirety to
read as follows:





(8) the purchase by Buyer from Seller of the Purchased Loans shall be completed
prior to the Commitment Expiration Date and shall not result in non-compliance with
the Facility Limits or the aggregate of the Purchase Prices for all Transactions to
exceed the difference between (i) the Facility Amount; minus (ii) the Hedging
Reserve;



          5. The second and third sentences of Section 3(f) of the Repurchase Agreement are
hereby deleted in their entirety and all references to “Draw Fee” and “Availability Fee’ shall be
of no further force or effect.




          6. Section 3(o)(vii) of the Repurchase Agreement is hereby amended in its entirety to
read as follows:





the date the Subsequent Advance is made shall be prior to the Commitment Expiration
Date and shall not, after giving effect to such Subsequent Advance, result in the
aggregate of the Purchase Prices for all Purchased Loans outstanding after such
Subsequent Advance is made exceeding the difference between: (i) the Facility
Amount; minus (ii) the Hedging Reserve;



          7. Section 7 (b) of the Repurchase Agreement is hereby amended by adding immediately
at the end thereof the language set forth on Exhibit A attached hereto.




          8. Section 13 (xiii)(C) of the Repurchase Agreement is hereby amended and restated in
its entirety to read as follows:





(C) a Consolidated Leverage Ratio equal to or less than (1) 5.00:1.00 at any time
prior to the date on which the Seller completes, as determined by Buyer in its
reasonable discretion, Seller’s initial commercial mortgage-backed securitization
transaction, collateralized debt obligation or similar capital markets transaction
in accordance with the terms and conditions of the Transaction Documents; and (2)
4.50:1.00 at all times thereafter.



          9. Paragraph A of Schedule I to the Repurchase Agreement is hereby amended and restated in its
entirety to read as set forth on Exhibit B attached hereto.




          10. Paragraph A of Section II of Schedule I to the Repurchase Agreement is hereby amended and
restated in its entirety to read as follows:




 









 








A. The Purchase Price for any proposed Eligible Loan proposed for a
Transaction shall not be (i) in excess of $60,000,000 or (ii) less than $1,000,000.



          11. Section II of Schedule I to the Repurchase Agreement is hereby amended by adding the
following new Paragraph C immediately at the end thereof to read as follows:





C. The aggregate Purchase Prices with respect to all Preferred Equity Interests
may not exceed ten percent (10%) of the Facility Amount.



          12. Exhibit VI to the Repurchase Agreement is hereby amended by adding the language set forth
on Exhibit C attached hereto.




          13. The repurchase Agreement is hereby amended such that all references in the Repurchase
Agreement to “Sponsor GP LLC Agreement” shall be deemed to be references to “Sponsor GP
Organizational Documents.”




          14. Seller shall pay to Buyer, on the date hereof, an additional commitment fee (the
“Additional Commitment Fee”) in an amount equal to $400,000, which Additional Commitment
Fee shall be deemed fully earned by Buyer and nonrefundable on the date hereof.




          As conditions precedent to the effectiveness of this letter agreement: (i) no Default, Event
of Default, Margin Call or CF Sweep Condition shall exist as of the date hereof; (ii) the
representations and warranties made by Seller and Guarantor in any of the Transaction Documents
shall be true and correct in all material respects as of the date hereof; and (iii) Seller shall
have delivered to Buyer a due authorization, execution and enforceability opinion of Seller’s
counsel, in a form reasonably acceptable to Buyer, with respect to this letter agreement.




          This letter agreement amends and modifies the Repurchase Agreement, and shall constitute a
Transaction Document under the Repurchase Agreement. Seller and Buyer acknowledge and reaffirm
that all terms, conditions and covenants contained in the Repurchase Agreement, as specifically
modified and amended herein, are and shall remain in full force and effect. This letter agreement
may be executed and delivered in separate counterparts, which together shall constitute a single
agreement. This letter agreement may not be amended or any provision hereof waived or modified
except by an agreement in writing signed by each of the parties hereto. This letter agreement
shall be governed by, and construed in accordance with, the laws of the State of New York.




[This page intentionally left blank]




 









 





     This letter agreement is made and entered into by the undersigned as of the date first stated
above.



	 	 	 	 	 
	 

	 	GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Lance W. Haberin
 
	 	 
	 

	 	Name: Lance W. Haberin 

Title: Vice President	 	 






	 	 	 	 	 	 	 	 	 
	Acknowledged and Agreed:	 	 
	 
	 	 	 	 	 	 	 	 
	NY CREDIT FUNDING I, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	NY Credit Operating Partnership, LP,

Its sole member	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	NYCC GP LLC,

Its General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William Adamski 
	 	 
	 

	 	 	 	 	 	William Adamski	 	 
	 

	 	 	 	 	 	Manager	 	 






 









 





EXHIBIT A




SECTION 7 (b) AMENDMENT





With respect to each Purchased Loan which is a Preferred Equity Interest (provided
that with respect to any documentation and delivery requirements for any Preferred
Equity Interest, such requirements shall be determined by Buyer in connection with
its due diligence review and may be in addition to, and/or different from, those set
forth below):




(i) The original certificate, if any, or the original partnership agreement, in
either case, evidencing the Preferred Equity Interest with an appropriate stock
power or the equivalent executed in blank.




(ii) The original intercreditor agreement, if any, executed in connection with the
Purchased Loan.




(iii) The original security agreement, if any, executed in connection with the
Purchased Loan.




(iv) Copies of all documents relating to the formation and organization of the
entity in which Seller holds such Preferred Equity Interest and all entities in
which such entity holds any direct or indirect interest, together with all consents
and resolutions, if any, delivered in connection with Seller’s obtaining such
Preferred Equity Interest.




(v) The originals of all lockbox account, deposit account, securities account or
other pledge or control agreements respecting any and all accounts established
and/or required to be maintained under the Purchased Loan Documents, or if copies
thereof, together with an officer’s certificate of Seller certifying that such
represent true and correct copies of the originals, together with a notice letter
executed by the Seller and addressed to the applicable account bank(s) or other
financial institution(s) at which such accounts are maintained (each, a “Bank”)
informing such Bank that the applicable Purchased Loan has been transferred and
assigned to Buyer in accordance with this Agreement and otherwise in form and
substance reasonably acceptable to Buyer. As partial consideration for Buyer’s
agreements herein, Seller represents and warrants to Buyer that the notice letter,
together with the other Transaction documents, are sufficient to establish Buyer as
the secured party in, to and under such accounts under the UCC or otherwise. Buyer
agrees that so long as no Event of Default has occurred and is continuing, Buyer
shall not deliver such notice letter to such Bank. Upon the occurrence and
continuance of an Event of Default, Seller irrevocably and unconditionally consents
to Buyer’s delivery of such notice letter to such Bank and agrees to enter into and
deliver such other documents and agreements as Buyer and/or Bank may reasonably
request to evidence Buyer’s perfected security interest in, to and under such
accounts.




(vi) All other documents and instruments evidencing, guaranteeing, insuring or
otherwise constituting or modifying or otherwise affecting such Purchased Loan,



 









 






or otherwise executed or delivered in connection with, or otherwise relating to,
such Purchased Loan.




(vii) The assignment of Purchased Loan sufficient to transfer to Buyer all of
Seller’s rights, title and interest in and to the Purchased Loan.




(viii) A copy of the UCC-1 financing statements, certified as true and correct by
Seller, and all necessary UCC-3 continuation statements with evidence of filing
thereon or copies thereof certified by Seller to have been sent for filing, and
UCC-3 assignments from Seller to Buyer or its designee, which UCC-3 assignments
shall be in form and substance acceptable for filing.




(ix) A copy of the borrower’s opinion of counsel (if any).




(x) Assignment of any management agreements, agreements among equity interest
holders or other material contracts.




(xi) If the Seller has purchased the applicable Preferred Equity Interest, evidence
satisfactory to Buyer that the Preferred Equity Interest has been transferred to
Seller.




(xii) Copies of all loan documents and related closing documents pertaining to the
closing of the senior indebtedness incurred or owed by the owner of the real
property with respect to which the holder of the Preferred Equity Interest has an
ownership interest, whether directly or indirectly through intermediate entities,
including without limitation the organizational documents of such owner.




(xiii) An assignment of any interest rate cap agreement or other interest rate
protection agreement entered into by the issuer of the Preferred Equity Interest or
its affiliates with respect to the Purchased Loan, with the counterparty’s written
consent to such assignment and agreement not to amend or modify the underlying cap
or other interest rate protection agreement and to make all payments thereunder to
Buyer as assignee.



 









 





EXHIBIT B




PARAGRAPH A TO SCHEDULE I AMENDMENT




     A. A. ELIGIBLE LOANS:



          The following table sets forth the Purchase Percentages, CF Sweep Percentages, Buyer’s Margin
Percentages, Capital Call Percentages and Applicable Spread for each Eligible Loan that is a Whole
Loan, Junior Participation Interest, Preferred Equity Interest or Mezzanine Loan and its
underwriting characteristics at the time of the purchase of such Eligible Loan pursuant to this
Agreement, separated into various categories A through K below (each, a “Category”). To qualify
for the Purchase Percentage, Applicable Spread, CF Sweep Percentage, Capital Call Percentage and
Buyer’s Margin Percentage for any Category, the Eligible Loan must be of the applicable type for
such Category (floating rate Whole Loans qualify for Category G only, fixed rate Whole Loans
qualify for Category H only, Junior Participation Interests qualify for Categories A through C
only, Mezzanine Loans qualify for Categories D through E only and Preferred Equity Interest qualify
for Categories I through K only), and must satisfy each of the Combined LTV, Average LTV and
Combined DSCR for such Category.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Applicable	 	 	 	 	 	 	 	 	 	Buyer’s
	 	 	Combined	 	Average	 	Combined	 	Purchase	 	Spread (in	 	CF Sweep	 	Capital Call	 	Margin
	Category	 	LTV	 	LTV	 	DSCR	 	Percentage	 	Basis Points)	 	Percentage	 	Percentage	 	Percentage
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Junior Participation
Interests (Categories
A-C only)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	A
	 	 	70	%	 	 	65	%	 	 	1.25x	 	 	 	85	%	 	 	125	 	 	 	90	%	 	 	92	%	 	 	95	%
	 
	B
	 	 	80	%	 	 	75	%	 	 	1.20x	 	 	 	75	%	 	 	145	 	 	 	80	%	 	 	82	%	 	 	85	%
	C
	 	 	90	%	 	 	85	%	 	 	1.05x	 	 	 	65	%	 	 	165	 	 	 	70	%	 	 	72	%	 	 	75	%
	 
	Mezzanine Loans
(Categories D-F only)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	D
	 	 	80	%	 	 	75	%	 	 	1.15x	 	 	 	75	%	 	 	160	 	 	 	70	%	 	 	72	%	 	 	75	%
	 
	E
	 	 	85	%	 	 	80	%	 	 	1.10x	 	 	 	65	%	 	 	175	 	 	 	65	%	 	 	67	%	 	 	70	%
	 
	F
	 	 	90	%	 	 	85	%	 	 	1.05x	 	 	 	60	%	 	 	190	 	 	 	60	%	 	 	62	%	 	 	65	%
	 
	Floating rate
Whole Loans (Category
G only)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	G
	 	 	85	%	 	 	N/A	 	 	 	1.40x	 	 	 	90	%	 	 	75	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 
	Fixed rate Whole
Loans (Category H
only)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	H
	 	 	80	%	 	 	N/A	 	 	 	1.30x	 	 	 	95	%	 	 	65	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 
	Preferred Equity
Interest
(Categories I-K only)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	I (Multi/MHP)
	 	 	90	%	 	 	85	%	 	 	1.10x	 	 	 	60	%	 	 	175	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 
	J (Retail/Office/
Industrial)
	 	 	90	%	 	 	85	%	 	 	1.15x	 	 	 	60	%	 	 	175	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 
	K (Hotel)
	 	 	90	%	 	 	85	%	 	 	1.35x	 	 	 	60	%	 	 	200	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 







 









 







EXHIBIT C




EXHIBIT VI AMENDMENT




REPRESENTATIONS AND WARRANTIES

REGARDING EACH INDIVIDUAL PURCHASED LOAN

WHICH IS A PREFERRED EQUITY INTEREST





	1.	 	Purchased Loan Information. The information set forth in the Purchased Loan Schedule
is complete, true and correct in all material respects.
	 
	2.	 	No Default or Dispute Under Purchased Loan Documents. There exists no material
default, breach, violation or event of acceleration (and no event which, with the passage of
time or the giving of notice, or both, would constitute any of the foregoing) under the
documents evidencing or securing the Purchased Loan, in any such case to the extent the same
materially and adversely affects the value of the Purchased Loan and the related underlying
real property.
	 
	3.	 	No Offsets, Defenses or Counterclaims. There is no valid offset, defense or
counterclaim to such Purchased Loan.
	 
	4.	 	Equity. The ownership interests comprising such Purchased Loan relates to all
preferred equity interests owned by Seller in the underlying real property owner.
	 
	5.	 	Enforceability. The Purchased Loan Documents have been duly and properly executed by
the parties thereto, and each is the legal, valid and binding obligation of the parties
thereto, enforceable in accordance with its terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless
of whether such enforcement is considered in a proceeding in equity or at law). The Purchased
Loan is not usurious. Seller has fully and validly perfected all security interests or
ownership interest created or intended to be created pursuant to the Purchased Loan Documents.
	 
	6.	 	Waivers and Modifications. The terms of the related Purchased Loan Documents have not
been impaired, waived, altered or modified in any material respect (other than by a written
instrument which is included in the related Purchased Loan File).
	 
	7.	 	Valid Assignment. The assignment of Purchased Loan constitutes the legal valid and
binding assignment of such Purchased Loan from Seller to or for the benefit of Buyer. No
consent or approval by any third party is required for any such assignment of such Purchased
Loan other than consents and approvals which have been obtained. Except as described to Buyer
in writing in a Transaction Notice and a Confirmation, no consent or approval by any third
party is required for Buyer’s exercise of any rights or remedies under the assignment of
Purchased Loan, or for Buyer’s sale or other disposition of such Purchased Loan if Buyer
acquires title thereto, other than consents and approvals which have been obtained. Except as
may be set forth in any intercreditor agreement included in the related Purchased Loan File,
no third party (including underlying real property owner and underlying real property
mortgagee) holds any “right of first refusal,” “right of first negotiation,” “right of first
offer,”





 









 






	 	 	purchase option, or other similar rights of any kind on account of the occurrence of any of the
foregoing. No other impediment exists to any such transfer.
	 
	8.	 	Certain Representations and Warranties. All representations and warranties in the
Purchased Loan Documents and in the underlying real property mortgage documents are true and
correct in all material respects.
	 
	9.	 	Parties Authorized. To the extent required under applicable law as of the Purchase
Date, each party to the Purchased Loan Documents was authorized to do business in the
jurisdiction in which the related underlying real property is located at all times when it
held the Purchased Loan to the extent necessary to ensure the validity and enforceability of
such Purchased Loan.
	 
	10.	 	No Advances of Funds. No party to the Purchased Loan Documents has advanced funds on
account of any default under the Purchased Loan or under the underlying real property mortgage
documents.
	 
	11.	 	Servicing. The servicing and collection practices used by Seller for the Purchased
Loan have complied with applicable law in all material respects and are consistent with those
employed by prudent servicers of comparable Purchased Loans.
	 
	12.	 	No Assignment. Seller has not effectuated any transfer, sale, assignment,
hypothecation, or other conveyance of any of its rights and obligations under any Purchased
Loan Document, except in connection with the Agreement.
	 
	13.	 	No Bankruptcy. To Seller’s actual knowledge, none of the following parties is a
debtor in any state or federal bankruptcy or insolvency proceeding: Seller; underlying real
property owner; or underlying real property mortgagee.