Unassociated Document


  
    
      Exhibit
10.50a

       

    

    MASTER
REPURCHASE AGREEMENT

     

    Dated as
of November 21, 2008

     

    among

     

    CAPITAL
TRUST, INC.

     

    and

     

    CT BSI
FUNDING CORP.

     

    as
Sellers,

     

    and

     

    JPMORGAN
CHASE FUNDING INC.,

     

    as
Buyer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      TABLE OF
CONTENTS

      


      Page

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      	
                                                                                                                                                              ARTICLE
      1.

                                                                                                                                                            	
                                                                                                                                                              APPLICABILITY

                                                                                                                                                            	
                                                                                                                                                              1

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      2.

                                                                                                                                                            	
                                                                                                                                                              DEFINITIONS

                                                                                                                                                            	
                                                                                                                                                              1

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      3.

                                                                                                                                                            	
                                                                                                                                                              INITIATION;
      CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY
DATE

                                                                                                                                                            	
                                                                                                                                                              21

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      4.

                                                                                                                                                            	
                                                                                                                                                              MARGIN
      MAINTENANCE

                                                                                                                                                            	
                                                                                                                                                              30

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      5.

                                                                                                                                                            	
                                                                                                                                                              INCOME
      PAYMENTS AND PRINCIPAL PAYMENTS

                                                                                                                                                            	
                                                                                                                                                              30

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      6.

                                                                                                                                                            	
                                                                                                                                                              SECURITY
      INTEREST

                                                                                                                                                            	
                                                                                                                                                              32

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      7.

                                                                                                                                                            	
                                                                                                                                                              PAYMENT,
      TRANSFER AND CUSTODY

                                                                                                                                                            	
                                                                                                                                                              34

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      8.

                                                                                                                                                            	
                                                                                                                                                              SALE,
      TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

                                                                                                                                                            	
                                                                                                                                                              41

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      9.

                                                                                                                                                            	
                                                                                                                                                              RESERVED

                                                                                                                                                            	
                                                                                                                                                              42

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      10.

                                                                                                                                                            	
                                                                                                                                                              REPRESENTATIONS
      AND WARRANTIES

                                                                                                                                                            	
                                                                                                                                                              42

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      11.

                                                                                                                                                            	
                                                                                                                                                              NEGATIVE
      COVENANTS OF EACH SELLER

                                                                                                                                                            	
                                                                                                                                                              50

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      12.

                                                                                                                                                            	
                                                                                                                                                              AFFIRMATIVE
      COVENANTS OF EACH SELLER

                                                                                                                                                            	
                                                                                                                                                              52

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      13.

                                                                                                                                                            	
                                                                                                                                                              EVENTS
      OF DEFAULT; REMEDIES

                                                                                                                                                            	
                                                                                                                                                              56

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      14.

                                                                                                                                                            	
                                                                                                                                                              SINGLE
      AGREEMENT

                                                                                                                                                            	
                                                                                                                                                              61

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      15.

                                                                                                                                                            	
                                                                                                                                                              RECORDING
      OF COMMUNICATIONS

                                                                                                                                                            	
                                                                                                                                                              61

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      16.

                                                                                                                                                            	
                                                                                                                                                              NOTICES
      AND OTHER COMMUNICATIONS

                                                                                                                                                            	
                                                                                                                                                              61

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      17.

                                                                                                                                                            	
                                                                                                                                                              ENTIRE
      AGREEMENT; SEVERABILITY

                                                                                                                                                            	
                                                                                                                                                              62

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      18.

                                                                                                                                                            	
                                                                                                                                                              NON-ASSIGNABILITY

                                                                                                                                                            	
                                                                                                                                                              62

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      19.

                                                                                                                                                            	
                                                                                                                                                              GOVERNING
      LAW

                                                                                                                                                            	
                                                                                                                                                              63

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      20.

                                                                                                                                                            	
                                                                                                                                                              NO
      WAIVERS, ETC

                                                                                                                                                            	
                                                                                                                                                              63

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      21.

                                                                                                                                                            	
                                                                                                                                                              USE
      OF EMPLOYEE PLAN ASSETS

                                                                                                                                                            	
                                                                                                                                                              63

                                                                                                                                                            
	 	 	 
	
                                                                                                                                                              ARTICLE
      22.

                                                                                                                                                            	
                                                                                                                                                              INTENT

                                                                                                                                                            	
                                                                                                                                                              64

                                                                                                                                                            


                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

      

      
         

        TABLE OF
CONTENTS

        (continued)

        Page

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        ARTICLE
      23.

                                      	
                                        DISCLOSURE
      RELATING TO CERTAIN FEDERAL PROTECTIONS

                                      	
                                        64

                                      
	 	 	 
	
                                        ARTICLE
      24.

                                      	
                                        CONSENT
      TO JURISDICTION; WAIVER OF JURY TRIAL

                                      	
                                        65

                                      
	 	 	 
	
                                        ARTICLE
      25.

                                      	
                                        NO
      RELIANCE

                                      	
                                        66

                                      
	 	 	 
	
                                        ARTICLE
      26.

                                      	
                                        INDEMNITY

                                      	
                                        66

                                      
	 	 	 
	
                                        ARTICLE
      27.

                                      	
                                        DUE
      DILIGENCE

                                      	
                                        67

                                      
	 	 	 
	
                                        ARTICLE
      28.

                                      	
                                        SERVICING

                                      	
                                        68

                                      
	 	 	 
	
                                        ARTICLE
      29.

                                      	
                                        MISCELLANEOUS

                                      	
                                        69

                                      
	 	 	 
	
                                        ARTICLE
      30.

                                      	
                                        JOINT
      AND SEVERAL LIABILITY

                                      	
                                        71

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      

        ANNEXES,
EXHIBITS AND SCHEDULES

         

        
          
            	
                    ANNEX
      I

                  	
                    Names
      and Addresses for Communications between
Parties

                  


          

        

         

        
          
            	
                    EXHIBIT
      I

                  	
                    Form
      of Confirmation

                  


          

        

         

        
          
            	
                    EXHIBIT
      II

                  	
                    Responsible
      Officers of Sellers

                  


          

        

         

        
          
            	
                    EXHIBIT
      III-A

                  	
                    Monthly
      Reporting Package

                  


          

        

         

        
          
            	
                    EXHIBIT
      III-B

                  	
                    Quarterly
      Reporting Package

                  


          

        

         

        
          
            	
                    EXHIBIT
      III-C

                  	
                    Annual
      Reporting Package

                  


          

        

         

        
          
            	
                    EXHIBIT
      IV

                  	
                    Form
      of Custodial Delivery

                  


          

        

         

        
          
            	
                    EXHIBIT
      V

                  	
                    Form
      of Power of Attorney

                  


          

        

         

        
          
            	
                    EXHIBIT
      VI

                  	
                    Representations
      and Warranties Regarding Individual Purchased
  Assets

                  


          

        

         

        
          
            	
                    EXHIBIT
      VII

                  	
                    Asset
      Information

                  


          

        

         

        
          
            	
                    EXHIBIT
      VIII

                  	
                    Advance
      Procedures

                  


          

        

         

        
          
            	
                    EXHIBIT
      IX

                  	
                    Form
      of Bailee Letter

                  


          

        

         

        
          
            	
                    EXHIBIT
      X

                  	
                    Form
      of Margin Deficit Notice

                  


          

        

         

        
          
            	
                    EXHIBIT
      XI

                  	
                    UCC
      Filing Jurisdictions

                  


          

        

         

        
          
            	
                    EXHIBIT
      XII

                  	
                    Form
      of Servicer Notice

                  


          

        

         

        
          
            	
                    EXHIBIT
      XIII

                  	
                    Form
      of Release Letter

                  


          

        

         

        
          
            	
                    EXHIBIT
      XIV

                  	
                    Covenant
      Compliance Certificate

                  


          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    MASTER REPURCHASE
AGREEMENT

     

    MASTER
REPURCHASE AGREEMENT, dated as of November 21, 2008, by and among CAPITAL TRUST,
INC., a Maryland corporation and CT BSI FUNDING CORP., a Delaware corporation
(each a “Seller” with respect
to the Eligible Assets that it sells to Buyer and together, the “Sellers”) and
JPMORGAN CHASE FUNDING INC., a corporation organized under the laws of Delaware
(the “Buyer”).

     

    ARTICLE
1.

    APPLICABILITY

     

    From time
to time the parties hereto may enter into transactions in which Sellers and
Buyer agree to the transfer from a Seller to Buyer all of its rights, title and
interest to certain Eligible Assets (as defined herein) or other assets and, in
each case, the other related Purchased Items (as defined herein) (collectively,
the “Assets”)
against the transfer of funds by Buyer to such Seller, with a simultaneous
agreement by Buyer to transfer back to such Seller such Assets at a date certain
or on demand, against the transfer of funds by such Seller to
Buyer.  Each such transaction shall be referred to herein as a “Transaction” and,
unless otherwise agreed in writing, shall be governed by this Agreement,
including any supplemental terms or conditions contained in any exhibits
identified herein as applicable hereunder.  Each individual transfer
of an Eligible Asset shall constitute a distinct
Transaction.  Notwithstanding any provision or agreement herein, at no
time shall Buyer be obligated to purchase or effect the transfer of any Eligible
Asset from a Seller to Buyer.

     

    ARTICLE
2.

    DEFINITIONS

     

    “A-Note” shall mean
the original promissory note, if any, that was executed and delivered in
connection with the senior position of a Senior Mortgage Loan.

     

    “Accelerated Repurchase
Date” shall have the meaning specified in Article 13(b)(i) of
this Agreement.

     

    “Acceptable Attorney”
means an attorney-at-law that has delivered at a Seller’s request a Bailee
Letter, with the exception of an attorney whom Buyer has notified such Seller is
not satisfactory to Buyer.

     

    “Accepted Servicing
Practices” shall mean with respect to any applicable Purchased Asset,
those mortgage, B-Note/junior interest or mezzanine loan servicing practices of
prudent mortgage lending institutions that service mortgage, B-Note/junior
interest and/or mezzanine loans of the same type as such Purchased Asset in the
state where the related underlying real estate directly or indirectly securing
or supporting such Purchased Asset is located.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Act of Insolvency”
shall mean, with respect to any Person, (i) the filing of a petition,
commencing, or authorizing the commencement of any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law
relating to the protection of creditors, or suffering any such petition or
proceeding to be commenced by another which is consented to, not timely
contested or results in entry of an order for relief; (ii) the seeking or
consenting to the appointment of a receiver, trustee, custodian or similar
official for such Person or any substantial part of the property of such Person;
(iii) the appointment of a receiver, conservator, or manager for such Person by
any governmental agency or authority having the jurisdiction to do so; (iv) the
making of a general assignment for the benefit of creditors; (v) the admission
by such Person of its inability to pay its debts or discharge its obligations as
they become due or mature; or (vi) that any Governmental Authority or agency or
any person, agency or entity acting or purporting to act under Governmental
Authority shall have taken any action to condemn, seize or appropriate, or to
assume custody or control of, all or any substantial part of the property of
such Person, or shall have taken any action to displace the management of such
Person or to curtail its authority in the conduct of the business of such
Person.

     

    “Advance Rate” shall
mean, with respect to each Transaction and any Pricing Rate Period, the initial
Advance Rate selected by Buyer for such Transaction as shown in the related
Confirmation, unless otherwise agreed to by Buyer and Sellers, which in any case
shall not exceed the Maximum Advance Rate.

     

    “Affiliate” shall
mean, when used with respect to any specified Person, (i) any other Person
directly or indirectly controlling, controlled by, or under common control with,
such Person.  Control shall mean the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative
thereto, or (ii) any “affiliate” of such Person, as such term is defined in the
Bankruptcy Code.

     

    “Affiliated Hedge
Counterparty” shall mean JPMorgan Chase Funding Inc., or any Affiliate
thereof, in its capacity as a party to any Hedging Transaction with any
Seller.

     

    “Agreement” shall mean
this Master Repurchase Agreement, dated as of November 21, 2008 by and among
Capital Trust, Inc., CT BSI Funding Corp. and JPMorgan Chase Funding Inc., as
such agreement may be modified or supplemented from time to time.

     

    “Alternative Rate”
shall have the meaning specified in Article 3(g) of this
Agreement.

     

    “Alternative Rate
Transaction” shall mean, with respect to any Pricing Rate Period, any
Transaction with respect to which the Pricing Rate for such Pricing Rate Period
is determined with reference to the Alternative Rate.

     

    “Annual Reporting
Package” shall mean the reporting package described on Exhibit
III-C.

     

    “Applicable Spread”
shall mean, with respect to a Transaction involving a Purchased
Asset:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (i)        so
long as no Event of Default shall have occurred and be continuing, the
incremental per annum rate (expressed as a number of “basis points”, each basis
point being equivalent to 1/100 of 1%) as set forth in the related Confirmation,
unless otherwise agreed to by Buyer and Sellers, and

     

    (ii)       after
the occurrence and during the continuance of an Event of Default, the applicable
incremental per annum rate described in clause (i) of this definition, plus 400
basis points (4.0%).

     

    “Asset Information”
shall mean, with respect to each Purchased Asset, the information set forth in
Exhibit VII
attached hereto.

     

    “Assets” shall have
the meaning specified in Article
1.

     

    “B-Note” shall mean
the original promissory note, if any, that was executed and delivered in
connection with the subordinate portion of a Senior Mortgage Loan.

     

    “Bailee Letter” shall
mean a letter from an Acceptable Attorney or from a Title Company, in the form
attached to this Agreement as Exhibit IX, wherein
such Acceptable Attorney or Title Company in possession of a Purchased Asset
File (i) acknowledges receipt of such Purchased Asset File, (ii) confirms that
such Acceptable Attorney, Title Company, or other Person acceptable to Buyer is
holding the same as bailee of Buyer under such letter and (iii) agrees that such
Acceptable Attorney or Title Company shall deliver such Purchased Asset File to
the Custodian by not later than the third (3rd) Business Day following the
Purchase Date for the related Purchased Asset.

     

    “Bankruptcy Code”
shall mean The United States Bankruptcy Code of 1978, as amended from time to
time.

     

    “Breakage Costs” shall
have the meaning assigned thereto in Article
3(l).

     

    “Business Day” shall
mean a day other than (i) a Saturday or Sunday, or (ii) a day in which the New
York Stock Exchange or banks in the State of New York are authorized or
obligated by law or executive order to be closed.  Notwithstanding the
foregoing sentence, when used with respect to the determination of LIBOR,
“Business Day” shall only be a day on which commercial banks are open for
international business (including dealings in U.S. Dollar deposits) in London,
England.

     

    “Buyer” shall mean
JPMorgan Chase Funding Inc., or any successor.

     

    “Buyer’s Margin
Amount” shall mean with respect to any Transaction and any Purchased
Asset on any date, the Maximum Advance Rate available for such Purchased Asset,
multiplied by the Market Value of such Purchased Asset as of the date of
determination.

     

    “Capitalized Lease
Obligations” shall mean obligations under a lease that are required to be
capitalized for financial reporting purposes in accordance with
GAAP.  The amount of a Capitalized Lease Obligation is the capitalized
amount of such obligation as would be required to be reflected on the balance
sheet prepared in accordance with GAAP of the applicable Person as of the
applicable date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Closing Date” shall
mean November 21, 2008.

     

    “CMBS” shall mean
pass-through certificates representing beneficial ownership interests in one or
more first lien mortgage loans secured by commercial and/or multifamily
properties, regardless of rating.

     

    “Code” shall mean the
Internal Revenue Code of 1986, as amended.

     

    “Collateral” shall
have the meaning specified in Article 6 of this
Agreement.

     

    “Collection Account”
shall mean the account or accounts maintained by Servicer under the Interim
Servicing Agreement, into which all Income is originally deposited by Servicer
immediately upon the receipt thereof pursuant to the Interim Servicing
Agreement.

     

    “Collection Period”
shall mean with respect to the Remittance Date in any month, the period
beginning on but excluding the Cut-off Date in the month preceding the month in
which such Remittance Date occurs and continuing to and including the Cut-off
Date immediately preceding such Remittance Date.

     

    “Confirmation” shall
have the meaning specified in Article 3(b)(i) of
this Agreement.

     

    “Core Property Types”
shall mean the following types of properties: multi-family, mixed-use, retail,
industrial, office building and hospitality, or such other types of properties
that Buyer may agree to in its sole and absolute discretion.

     

    “Covenant Compliance
Certificate” shall have the meaning specified in Article 3(b)(ix)
hereof.

     

    “CRE CDO” shall mean
commercial real estate collateralized debt obligations.

     

    “Custodial Agreement”
shall mean the Custodial Agreement, dated as of the date hereof, by and among
the Custodian, Sellers and Buyer.

     

    “Custodial Delivery”
shall mean the form executed by Sellers in order to deliver the Purchased Asset
Schedules and the Purchased Asset Files to Buyer or its designee (including the
Custodian) pursuant to Article 7 of this
Agreement, a form of which is attached hereto as Exhibit IV.

     

    “Custodian” shall mean
LaSalle Bank, National Association, or any successor Custodian appointed by
Buyer with the consent of Sellers.

     

    “Cut-off Date” shall
mean the second Business Day preceding each Remittance Date.

     

    “Default” shall mean
any event which, with the giving of notice, the passage of time, or both, would
constitute an Event of Default.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Defaulted Mortgage
Asset” shall mean any loan (a) that is sixty (60) days or more delinquent
in the payment of principal, interest, fees or other amounts payable under the
terms of the related loan documents, (b) as to which an Act of Insolvency shall
have occurred with respect to the Borrower or (c) as to which a material
non-monetary event of default shall have occurred under any document included in
the Purchased Asset File for such Purchased Asset.

     

    “Delinquent Mortgage
Asset” shall mean a loan that is thirty (30) or more days, but less than
sixty (60) days, delinquent in the payment of principal, interest, fees or other
amounts payable under the terms of the related loan documents.

     

    “Depository” shall
mean PNC Bank, National Association, or any successor Depository appointed by
Buyer with the prior written consent of Sellers (such consent to not be
unreasonably withheld or delayed).

     

    “Depository Account”
shall mean a segregated interest bearing account, in the name of Buyer,
established at Depository pursuant to the Depository Agreement.

     

    “Depository Agreement”
shall mean that certain Depository Agreement, dated as of the date hereof, among
Buyer, Sellers and Depository.

     

    “DTC” shall mean the
Depository Trust Company.

     

    “Due Diligence
Package” shall have the meaning specified in Exhibit VIII to this
Agreement.

     

    “Early Repurchase”
shall mean a repurchase of a Purchased Asset as described in Article 3(f) of
this Agreement.

     

    “Early Repurchase
Date” shall have the meaning specified in Article 3(f) of this
Agreement.

     

    “EBITDA” shall mean,
for any period, the sum, without duplication, for such period of (a) Net Income
of Seller for such period, (b) the sum of provisions for such period for income
taxes, interest expense, and depreciation and amortization expense used in
determining such Net Income, (c) amounts deducted in accordance with GAAP in
respect of other such non cash expenses in determining such Net Income and (d)
the amount of any aggregate net loss (or minus the amount of any gain) during
such period arising from the sale, exchange or other disposition of capital
assets (determined in accordance with GAAP) by Seller, excluding (i) any
reporting implications of Financial Interpretations No. 45 and 46 and FASB 150
and (ii) gains and losses from investments.

     

    “EBITDA to Fixed Charge
Ratio” shall mean, determined as of any date of determination, the ratio
of (x) EBITDA during the twelve (12) month period ending on the date of
determination to (y) the Fixed Charges due and owing during the twelve (12)
month period ending on the date of determination.

     

    “Eligible Assets”
shall mean any of the following types of assets or loans (1) that are acceptable
to Buyer in its sole and absolute discretion, (2) with respect to which the
representations and warranties set forth in this Agreement (including the
exhibits hereto) are true and correct in all respects except to the extent
expressly disclosed in a Requested Exceptions Report approved by Buyer, and (3)
that are secured directly or indirectly by properties that are Core Property
Types and are located in the United States of America, its territories or
possessions (or elsewhere, in the sole discretion of Buyer):

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (i)        Senior
Mortgage Loans;

     

    (ii)       B-Notes/Junior
Interests;

     

    (iii)      Mezzanine
Loans;

     

    (iv)      CMBS;

     

    (v)       CRE
CDO rated BB-/Ba3 or higher, or, if issued by a Seller or an Affiliate of a
Seller, rated BBB/Baa3 or higher; and

     

    (vi)      any
other asset types or classifications that are mutually acceptable to Buyer and
Sellers, subject to mutual agreement on all necessary and appropriate
modifications to this Agreement and each of the Transaction Documents, as
determined by Buyer in its sole and absolute discretion.

     

    Notwithstanding
anything to the contrary contained in this Agreement, the following shall not be
Eligible Assets for purposes of this Agreement: (i) non-performing loans; (ii)
loans that are Defaulted Mortgage Assets or Delinquent Mortgage Assets; (iii)
loans for which the applicable appraisal is (a) not dated within three hundred
sixty-four (364) days of the proposed financing date or (b) not ordered by a
financial institution or mortgage broker (and for the avoidance of doubt, such
appraisal may not be ordered from the related borrower or an Affiliate of the
related borrower) or (iv) assets secured directly or indirectly by loans
described in the preceding clauses (i) through (iii), other than CMBS or CRE
CDO.

     

    “Eligible Loans” shall
mean any Senior Mortgage Loans, B-Notes/Junior Interests or Mezzanine Loans that
are also Eligible Assets.

     

    “Environmental Law”
shall mean any federal, state, foreign or local statute, law, rule, regulation,
ordinance, code, guideline, written policy and rule of common law now or
hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to the environment, employee health
and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA;
the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Toxic
Substances Control Act, 15 U.S.C. § 2601 et seq.; the Clean
Air Act, 42 U.S.C. § 7401 et seq.; the Safe
Drinking Water Act, 42 U.S.C. § 3803 et seq.; the Oil
Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C. §
11001 et seq.;
the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq. and the
Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; and any
state and local or foreign counterparts or equivalents, in each case as amended
from time to time.

     

    “Environmental Site
Assessment” shall have the meaning specified in Exhibit
VI.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated thereunder.  Article references to
ERISA are to ERISA, as in effect at the date of this Agreement and, as of the
relevant date, any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

     

    “ERISA Affiliate”
shall mean any corporation or trade or business that is a member of any group of
organizations (i) described in Article 414(b) or (c) of the Code of which a
Seller is a member and (ii) solely for purposes of potential liability under
Article 302(c)(11) of ERISA and Article 412(c)(11) of the Code and the lien
created under Article 302(f) of ERISA and Article 412(n) of the Code, described
in Article 414(m) or (o) of the Code of which any Seller is a
member.

     

    “Event of Default”
shall have the meaning specified in Article 13 of this
Agreement.

     

    “Federal Funds Rate”
shall mean, for any day, the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average of the quotations for the day of such
transactions received by Buyer from three federal funds brokers of recognized
standing selected by it.

     

    “Filings” shall have
the meaning specified in Article 6(d) of this
Agreement.

     

    “Financing Lease”
shall mean any lease of property, real or personal, the obligations of the
lessee in respect of which are required in accordance with GAAP to be
capitalized on a balance sheet of the lessee.

     

    “Fitch” shall mean
Fitch, Inc.

     

    “Fixed Charges” shall
mean, for any period, the sum, without duplication, of (a) Interest Expense, (b)
provisions for cash income taxes made and (c) scheduled payments made on account
of principal on Indebtedness.

     

    “GAAP” shall mean
United States generally accepted accounting principles consistently applied as
in effect from time to time.

     

    “Governmental
Authority” shall mean any national or federal government, any state,
regional, local or other political subdivision thereof with jurisdiction and any
Person with jurisdiction exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

     

    “Hedge-Required Asset”
shall mean any Eligible Asset that is a fixed rate Eligible Asset.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Hedging Transactions”
shall mean, with respect to any or all of the Purchased Assets, any short sale
of U.S. Treasury Securities or mortgage-related securities, futures contract
(including Eurodollar futures) or options contract or any interest rate swap,
cap or collar agreement or similar arrangements providing for protection against
fluctuations in interest rates or the exchange of nominal interest obligations,
entered into by any Affiliated Hedge Counterparty or Qualified Hedge
Counterparty with Sellers, either generally or under specific contingencies that
is required by Buyer, or otherwise pursuant to this Agreement, to hedge a
Hedge-Required Asset, or that Sellers have elected to pledge or transfer to
Buyer pursuant to this Agreement.

     

    “Income” shall mean,
with respect to any Purchased Asset at any time, (x) any collections of
principal, interest, dividends, receipts or other distributions or collections,
(y) all net sale proceeds received by any Seller or any Affiliate of any Seller
in connection with a sale or liquidation of such Purchased Asset and (z) all
payments actually received by Buyer on account of Hedging
Transactions.

     

    “Indebtedness” shall
mean, for any Person, (a) obligations created, issued or incurred by such Person
for borrowed money (whether by loan, the issuance and sale of debt securities or
the sale of property to another Person subject to an understanding or agreement,
contingent or otherwise, to repurchase such property from such Person); (b)
obligations of such Person to pay the deferred purchase or acquisition price of
property or services, other than trade accounts payable (other than for borrowed
money) arising, and accrued expenses incurred, in the ordinary course of
business so long as such trade accounts payable are payable within ninety (90)
days of the date the respective goods are delivered or the respective services
are rendered; (c) Indebtedness of others secured by a lien on the property
of such Person, whether or not the respective Indebtedness so secured has been
assumed by such Person; (d) obligations (contingent or otherwise) of such Person
in respect of letters of credit or similar instruments issued or accepted by
banks and other financial institutions for account of such Person; (e)
obligations of such Person under repurchase agreements, sale/buy-back agreements
or like arrangements; (f) Indebtedness of others guaranteed by such Person;
(g) all obligations of such Person incurred in connection with the acquisition
or carrying of fixed assets by such Person; (h) Indebtedness of general
partnerships of which such Person is secondarily or contingently liable (other
than by endorsement of instruments in the course of collection), whether by
reason of any agreement to acquire such indebtedness to supply or advance sums
or otherwise; (i) Capitalized Lease Obligations of such Person; (j) all net
liabilities or obligations under any interest rate, interest rate swap, interest
rate cap, interest rate floor, interest rate collar, or other hedging instrument
or agreement; and (k) all obligations of such Person under Financing
Leases.

     

    “Indemnified Amounts”
and “Indemnified
Parties” shall have the meaning specified in Article 26 of this
Agreement.

     

    “Interest Expense”
shall mean, for any period, the total of all interest expense with respect to
all outstanding Indebtedness including, without limitation, all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing and net costs under all Hedge Transactions with
respect to interest rates to the extent such net costs are allocable to such
period in accordance with GAAP.

     

    “Interim Servicing
Agreement” shall mean the Interim Servicing Agreement, dated as of the
date hereof, by and among the Servicer, Sellers and Buyer.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Internal Revenue
Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated and rulings issued
thereunder.

     

    “Junior Certificate”
shall mean the original participation certificate, if any, that was executed and
delivered in connection with a Junior Interest that is a junior
participation.

     

    “Junior Interest”
shall mean a performing senior, junior or pari-passu participation interest in a
stabilized or transitional senior commercial, multifamily fixed or floating rate
mortgage loan secured by a first lien on multifamily and commercial properties
or a subordinate portion of a Senior Mortgage Loan, or a performing Mezzanine
Loan, in each case evidenced by a Junior Certificate.

     

    “Leverage” shall mean,
for any Person, the aggregate amount of indebtedness for money borrowed
(included purchase money mortgage loans) outstanding at any time, both secured
and unsecured.

     

    “LIBOR” shall mean the
rate per annum calculated as set forth below:

     

    (i)        On
each Pricing Rate Determination Date, LIBOR for the next Pricing Rate Period
will be the rate for deposits in United States dollars for a one-month period
that appears on BBAM page 1229a of Bloomberg, L.P. as “LIBOR” as of 11:00 a.m.,
London time, on such date; or

     

    (ii)       On
any Pricing Rate Determination Date on which no such rate appears on BBAM page
1229a of Bloomberg, L.P. as described above, LIBOR for the next Pricing Rate
Period will be determined on the basis of the arithmetic mean of the rates at
which deposits in United States dollars are offered by the Reference Banks at
approximately 11:00 a.m., London time, on such date to prime banks in the London
interbank market for a one-month period.

     

    All
percentages resulting from any calculations or determinations referred to in
this definition will be rounded upwards, if necessary, to the nearest multiple
of 1/100 of 1% and all U.S. dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent or more
being rounding upwards).

     

    “LIBO Rate” shall
mean, with respect to any Pricing Rate Period pertaining to a Transaction, a
rate per annum determined for such Pricing Rate Period in accordance with the
following formula (rounded upward to the nearest 1/100th of 1%):

     

                    LIBOR                

    1 −
Reserve Requirement

     

    “Lien” shall mean any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any financing lease having substantially the same
economic effect as any of the foregoing), and the filing of any financing
statement under the UCC or comparable law of any jurisdiction in respect of any
of the foregoing.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Liquidity” shall
mean, at any time and with respect to any Person, the amount equal to the sum of
(i) funds standing to the credit of the Depository Account; plus (ii) Cash and Cash
Equivalents (excluding Cash and Cash Equivalents standing to the credit of a
deposit account or other account that is the subject of a “control agreement”
(or the equivalent, however designated) at a time when such Person does not have
the right unilaterally to direct the withdrawal of funds from such account
(e.g., because a “default” or “event of default” (or the equivalent, however
designated) exists)).

     

    “Margin Deadline”
shall have the meaning specified in Article
4(a).

     

    “Margin Deficit” shall
have the meaning specified in Article
4(a).

     

    “Margin Deficit
Notice” shall have the meaning specified in Article
4(a).

     

    “Market Value” shall
mean, with respect to any Purchased Asset as of any relevant date, the market
value for such Purchased Asset on such date as determined by Buyer in its sole
and absolute discretion, exercised in good faith.  The Market Value
shall, at Buyer’s option, be deemed to be zero with respect to each Purchased
Asset (i) in respect of which there is a breach of a representation and warranty
set forth in Exhibit
VI of this Agreement, (ii) subject to Article 7(b), in
respect of which the complete Purchased Asset File has not been delivered to the
Custodian in accordance with the terms of the Custodial Agreement, (iii) that
has been released from the possession of the Custodian under the Custodial
Agreement to a Seller for a period in excess of twenty (20) calendar days, (iv)
upon the occurrence of any Act of Insolvency with respect to any co-participant
or any other Person having an interest in such Purchased Asset or any related
Underlying Mortgaged Property that is senior to, or pari passu with, in right of
payment or priority the rights of Buyer in such Purchased Asset, (v) any
Purchased Asset has become a specially serviced loan as defined in the
applicable servicing agreement, and (vi) that is determined by Buyer not to be
an Eligible Asset.

     

    The
Market Value of each Purchased Asset may be determined by Buyer, in its sole
discretion, on each Business Day during the term of this Agreement.

     

    “Material Adverse
Effect” shall mean a material adverse effect on (a) the property,
business, operations, financial condition or prospects of any Seller, (b) the
ability of a Seller to perform its obligations under any of the Transaction
Documents, (c) the validity or enforceability of any of the Transaction
Documents, and (d) the rights and remedies of Buyer under any of the Transaction
Documents.

     

    “Materials of Environmental
Concern” shall mean any toxic mold, any petroleum (including, without
limitation, crude oil or any fraction thereof) or petroleum products (including,
without limitation, gasoline) or any hazardous or toxic substances, materials or
wastes, defined as such in or regulated under any Environmental Law, including,
without limitation, asbestos, polychlorinated biphenyls, and urea-formaldehyde
insulation.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Maturity Date” shall
mean October 24, 2009, or such later date as may be in effect pursuant to Article 3(m)
hereof.

     

    “Maximum Advance Rate”
shall mean, with respect to each Purchased Asset, the maximum Advance Rate
available to the applicable Seller as set forth in the related Confirmation, or
as otherwise agreed to by Buyer and Sellers.

     

    “Mezzanine Loan” shall
mean a performing loan (or a participation therein) primarily secured by a
pledge of full or partial equity ownership interests in one or more entities
that own directly or indirectly multifamily or commercial properties that serve
as collateral for Senior Mortgage Loans.

     

    “Mezzanine Note” shall
mean the original promissory note that was executed and delivered in connection
with a particular Mezzanine Loan.

     

    “Minimum Transfer
Amount” shall mean, with respect to each Seller, $250,000; provided, however, that if a
Default or an Event of Default has occurred and is continuing hereunder, the
Minimum Transfer Amount shall be U.S. $0.

     

    “Monthly Reporting
Package” shall mean the reporting package described on Exhibit III-A.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Mortgage” shall mean
a mortgage, deed of trust, deed to secure debt or other instrument, creating a
valid and enforceable first Lien on or a first priority ownership interest in an
estate in fee simple in real property and the improvements thereon, securing a
Mortgage Note or similar evidence of indebtedness.

     

    “Mortgage Note” shall
mean a note or other evidence of indebtedness of a Mortgagor secured by a
Mortgage, including any A-Note, B-Note or Junior Certificate that is a Purchased
Asset.

     

    “Mortgagor” shall mean
the obligor on a Mortgage Note and the grantor of the related Mortgage, or the
obligor on a Mezzanine Note or Junior Interest.

     

    “Multiemployer Plan”
shall mean a multiemployer plan defined as such in Article 3(37) of ERISA to
which contributions have been, or were required to have been, made by a Seller
or any ERISA Affiliate and that is covered by Title IV of ERISA.

     

    “Net Assets” shall
mean, for any Person, total assets (other than intangibles) at cost, before
deducting depreciation, reserves for bad debts or other non-cash reserves, less
total liabilities.

     

    “Net Income” shall
mean, with respect to any Person for any period, the net income of such Person
for such period as determined in accordance with GAAP.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “New Asset” shall mean
an Eligible Asset that any Seller proposes to be included as a Purchased
Item.

     

    “Originated Asset”
shall mean any Eligible Asset originated by any Seller.

     

    “Permitted Liens”
shall have the meaning specified in Article 11(e)
hereof.

     

    “Person” shall mean an
individual, corporation, limited liability company, business trust, partnership,
joint tenant or tenant-in-common, trust, joint stock company, joint venture,
unincorporated organization, or any other entity of whatever nature, or a
Governmental Authority.

     

    “Plan” shall mean an
employee benefit or other plan established or maintained by a Seller or any
ERISA Affiliate during the five year period ended prior to the date of this
Agreement or to which a Seller or any ERISA Affiliate makes, is obligated to
make or has, within the five year period ended prior to the date of this
Agreement, been required to make contributions and that is covered by Title IV
of ERISA or Article 302 of ERISA or Article 412 of the Code, other than a
Multiemployer Plan.

     

    “Plan Party” shall
have the meaning set forth in Article 21(a) of this
Agreement.

     

    “Pre-Existing Asset”
shall mean any Eligible Asset that is not an Originated Asset.

     

    “Preliminary Due Diligence
Package” shall mean with respect to any New Asset, a summary memorandum
outlining the proposed transaction, including potential transaction benefits and
all material underwriting risks, all Underwriting Issues and all other
characteristics of the proposed transaction that a reasonable buyer would
consider material, together with the following due diligence information
relating to the New Asset to be provided by a Seller to Buyer and Buyer’s
counsel pursuant to this Agreement:

     

    (i)        With
respect to each Eligible Asset that consists of an Eligible Loan:

     

    (i)        the
Asset Information and, if available, maps and photos;

     

    (ii)       such
Seller’s internal credit memoranda used for approval and
underwriting;

     

    (iii)      current
rent roll and roll over schedule, if applicable;

     

    (iv)      cash
flow pro-forma, plus historical information, if available;

     

    (v)       copies
of appraisal, environmental, engineering and any other third-party reports provided that, if
same are not available to such Seller at the time of such Seller’s submission of
the Preliminary Due Diligence Package to Buyer, such Seller shall deliver such
items to Buyer promptly upon such Seller’s receipt of such items;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (vi)      description
of the underlying real estate directly or indirectly securing or supporting such
Purchased Asset and the ownership structure of the borrower and the sponsor
(including, without limitation, the board of directors, if applicable) and, to
the extent that real property does not secure such Eligible Loan, the related
collateral securing such Eligible Loan, if any;

     

    (vii)     indicative
debt service coverage ratios;

     

    (viii)    indicative
loan-to-value ratio;

     

    (ix)       term
sheet outlining the transaction generally;

     

    (x)        such
Seller’s relationship with the Mortgagor, if any, and Mortgagor’s financial
statements; and

     

    (xi)       with
respect to any New Asset that is a Pre-Existing Asset, a list that specifically
and expressly identifies any Purchased Asset Documents that relate to such New
Asset but are not in such Seller’s possession;

     

    (xii)      analyses
and/or reports with respect to such other matters concerning the New Asset as
Buyer may approve in its sole discretion;

     

    (xiii)     documents
evidencing such New Asset, or current drafts thereof, including, without
limitation, underlying debt and security documents, guaranties, the underlying
borrower’s organizational documents, warrant agreements, and loan and collateral
pledge agreements, as applicable, provided that, if
same are not available to such Seller at the time of such Seller’s submission of
the Preliminary Due Diligence Package to Buyer, such Seller shall deliver such
items to Buyer promptly upon such Seller’s receipt of such items;

     

    (xiv)     in
the case of Subordinate Eligible Assets, all information described in this
definition that would otherwise be provided for the Underlying Mortgage Loan if
it were an Eligible Asset, and in addition, all documentation evidencing such
Subordinate Eligible Asset; and

     

    (xv)      any
exceptions to the representations and warranties set forth in Exhibit VI to this
Agreement.

     

    (ii)           With
respect to each Eligible Asset that consists of CMBS:

     

    (i)        
the related prospectus or offering circular;

     

    (ii)        all
structural and collateral term sheets and all other computational or other
similar materials provided to such Seller in connection with its acquisition of
such CMBS;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (iii)       all
distribution date statements issued in respect thereof during the immediately
preceding 12 months (or, if less, since the date such CMBS was
issued);

     

    (iv)       all
monthly CMSA reporting packages issued in respect of such CMBS during the
immediately preceding 12 months (or, if less, since the date such CMBS was
issued);

     

    (v)        all
Rating Agency pre-sale reports;

     

    (vi)       all
asset summaries and any other due diligence materials, including, without
limitation, reports prepared by third parties, provided to such Seller in
connection with its acquisition of such CMBS; and

     

    (vii)      the
related pooling and servicing agreement.

     

    With
respect to each Eligible Asset that consists of an CRE CDO:

     

    (i)        
the related prospectus or offering circular;

     

    (ii)        all
remittance statements or other reports issued in respect thereof during the
immediately preceding 12 months (or, if less, since the date such CRE CDO was
issued);

     

    (iii)       any
information or reports provided to such Seller in connection with its
acquisition or ownership of the CRE CDO asset;

     

    (iv)       the
related indenture;

     

    (v)        the
most recent annual and quarterly 1934 Act reports filed with respect to the
related issuer, if applicable;

     

    (vi)       all
structural and collateral term sheets and all other computational or other
similar materials provided to such Seller in connection with its acquisition of
such CRE CDO asset;

     

    (vii)      all
distribution date statements issued in respect thereof during the immediately
preceding 12 months (or, if less, since the date such CRE CDO was
issued);

     

    (viii)     all
monthly CMSA reporting packages issued in respect of such CRE CDO during the
immediately preceding 12 months (or, if less, since the date such CRE CDO was
issued);

     

    (ix)        all
Rating Agency pre-sale reports; and

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (x)        
all asset summaries and any other due diligence materials, including, without
limitation, reports prepared by third parties, provided to such Seller in
connection with its acquisition of such CRE CDO.

     

    “Pre-Purchase Due
Diligence” shall have the meaning set forth in Article 3(b)(ii)
hereof.

     

    “Pre-Purchase Legal
Fees” shall mean all of the reasonable and necessary out of pocket legal
fees, costs and expenses incurred by Buyer in connection with the Pre-Purchase
Due Diligence associated with Buyer’s decision as to whether or not to enter
into a particular Transaction.

     

    “Price Differential”
shall mean, with respect to any Purchased Asset as of any date, the aggregate
amount obtained by daily application of the applicable Pricing Rate for such
Purchased Asset to the Purchase Price of such Purchased Asset on a
360-day-per-year basis for the actual number of days during each Pricing Rate
Period commencing on (and including) the Purchase Date for such Purchased Asset
and ending on (but excluding) the date of determination (reduced by any amount
of such Price Differential previously paid by the applicable Seller to Buyer
with respect to such Purchased Asset).

     

    “Pricing Rate” shall
mean, for any Pricing Rate Period, an annual rate equal to the sum of (i) the
LIBO Rate and (ii) the relevant Applicable Spread, in each case, for the
applicable Pricing Rate Period for the related Purchased Asset.  The
Pricing Rate shall be subject to adjustment and/or conversion as provided in the
Transaction Documents or the related Confirmation.

     

    “Pricing Rate Determination
Date” shall mean with respect to any Pricing Rate Period with respect to
any Transaction, the second (2nd) Business Day preceding the first day of such
Pricing Rate Period.

     

    “Pricing Rate Period”
shall mean, with respect to any Transaction and any Remittance Date (a) in the
case of the first Pricing Rate Period, the period commencing on and including
the Purchase Date for such Transaction and ending on and excluding the following
Remittance Date, and (b) in the case of any subsequent Pricing Rate Period, the
period commencing on and including the immediately preceding Remittance Date and
ending on and excluding such Remittance Date; provided, however, that in no
event shall any Pricing Rate Period for a Purchased Asset end subsequent to the
Repurchase Date for such Purchased Asset.

     

    “Principal Payment”
shall mean, with respect to any Purchased Asset, any payment or prepayment
received by the Depository in respect thereof.

     

    “Prohibited Investor”
shall mean (1) a person or entity whose name appears on the list of Specially
Designated Nationals and Blocked Persons by the Office of Foreign Asset Control
(“OFAC”), (2)
any foreign shell bank, and (3) any person or entity resident in or whose
subscription funds are transferred from or through an account in a jurisdiction
that has been designated as a non-cooperative with international anti-money
laundering principles or procedures by an intergovernmental group or
organization, such as the Financial Action Task Force on Money Laundering
(“FATF”), of
which the U.S. is a member and with which designation the U.S. representative to
the group or organization continues to concur.  (See http://www.fatf-gati.org
for FATF’s list
of Non-Cooperative Countries and Territories.)

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Purchase Date” shall
mean, with respect to any Purchased Asset, the date on which Buyer purchases
such Purchased Asset from a Seller hereunder.

     

    “Purchase Price” shall
mean, with respect to any Purchased Asset, the price at which such Purchased
Asset is transferred by a Seller to Buyer on the applicable Purchase Date,
adjusted after the Purchase Date as set forth below.  The Purchase
Price as of the Purchase Date for any Purchased Asset shall be an amount
(expressed in dollars) equal to the product obtained by multiplying (i) the
Market Value of such Purchased Asset (or the par amount of such Purchased Asset,
if lower than Market Value) by (ii) the Advance Rate for such Purchased Asset,
as determined by Buyer in its sole and absolute discretion.  The
Purchase Price of any Purchased Asset shall be (x) increased by any amounts
disbursed by Buyer to the applicable Seller or the related borrower with respect
to such Purchased Asset and (y) decreased by (i) the portion of any Principal
Payments on such Purchased Asset that are applied pursuant to Article 5 hereof to
reduce such Purchase Price and (ii) any other amounts paid to Buyer by a Seller
to reduce such Purchase Price.

     

    “Purchased Asset”
shall mean (i) with respect to any Transaction, an Eligible Asset sold by a
Seller to Buyer in such Transaction and (ii) with respect to the Transactions in
general, all Eligible Assets sold by a Seller to Buyer (other than Eligible
Assets that have been repurchased by a Seller).

     

    “Purchased Asset
Documents” shall mean, with respect to a Purchased Asset, the documents
comprising the Purchased Asset File for such Purchased Asset.

     

    “Purchased Asset File”
shall mean the documents specified as the “Purchased Asset File” in Article 7(b),
together with any additional documents and information required to be delivered
to Buyer or its designee (including the Custodian) pursuant to this Agreement;
provided that
to the extent that Buyer waives, including pursuant to Article 7(b), receipt
of any document in connection with the purchase of an Eligible Asset (but not if
Buyer merely agrees to accept delivery of such document after the Purchase
Date), such document shall not be a required component of the Purchased Asset
File until such time as the Buyer determines in good faith that such document is
necessary or appropriate for the servicing of the applicable Purchased
Asset.

     

    “Purchased Asset
Schedule” shall mean a schedule of Purchased Assets attached to each
Trust Receipt and Custodial Delivery containing information substantially
similar to the Asset Information.

     

    “Purchased Items”
shall have the meaning specified in Article 6(a) of this
Agreement.

     

    “Qualified Hedge
Counterparty” shall mean, with respect to any Hedging Transaction, any
entity, other than an Affiliated Hedge Counterparty, that (a) qualifies as an
“eligible contract participant” as such term is defined in the Commodity
Exchange Act (as amended by the Commodity Futures Modernization Act of 2000),
(b) the long-term debt of which is rated no less than “A+” by S&P, and “A1”
by Moody’s and (c) is reasonably acceptable to Buyer; provided, that with
respect to clause (c), if Buyer has approved an entity as a counterparty, it may
not thereafter deem such counterparty unacceptable with respect to any
previously outstanding Transaction unless clause (a) or clause (b) no longer
applies with respect to such counterparty.

     

    
      
        
        

      

      
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    “Quarterly Reporting
Package” shall mean the reporting package described on Exhibit III-B.

     

    “Rating Agency” shall
mean any of Fitch, Moody’s and S&P.

     

    “Reference Banks”
shall mean banks each of which shall (i) be a leading bank engaged in
transactions in Eurodollar deposits in the international Eurocurrency market and
(ii) have an established place of business in London.  Initially, the
Reference Banks shall be JPMorgan Chase Bank, N.A, Barclays Bank, Plc and
Deutsche Bank AG.  If any such Reference Bank should be unwilling or
unable to act as such or if Buyer shall terminate the appointment of any such
Reference Bank or if any of the Reference Banks should be removed from the
Reuters Monitor Money Rates Service or in any other way fail to meet the
qualifications of a Reference Bank, Buyer, in its sole discretion exercised in
good faith, may designate alternative banks meeting the criteria specified in
clauses (i) and (ii) above.

     

    “Release Letter” shall
mean a letter substantially in the form of Exhibit XIII hereto
(or such other form as may be acceptable to Buyer).

     

    “REMIC” shall mean a
real estate mortgage investment conduit, within the meaning of Section 860D(a)
of the Internal Revenue Code.

     

    “Remittance Date”
shall mean the twentieth (20th) calendar day of each month, or the immediately
following Business Day, if such calendar day shall not be a Business Day, or
such other day as is mutually agreed to by Sellers and Buyer.

     

    “Repurchase Date”
shall mean, with respect to a Purchased Asset, the earliest to occur of (i) the
Maturity Date, (ii) the date set forth in the applicable Confirmation, (iii) the
Accelerated Repurchase Date, (iv) any Early Repurchase Date for such Purchased
Asset; or (v) the date of the occurrence of an Event of Default.

     

    “Repurchase
Obligations” shall have the meaning assigned thereto in Article
6(a).

     

    “Repurchase Price”
shall mean, with respect to any Purchased Asset as of any Repurchase Date or any
date on which the Repurchase Price is required to be determined hereunder, the
price at which such Purchased Asset is to be transferred from Buyer to a Seller;
such price will be determined in each case as the sum of the (i) Purchase Price
of such Purchased Asset (as increased by any other additional funds advanced in
connection with such Purchased Asset); (ii) the accreted and unpaid Price
Differential with respect to such Purchased Asset as of the date of such
determination (other than, with respect to calculations in connection with the
determination of a Margin Deficit, accreted and unpaid Price Differential for
the current Pricing Rate Period); (iii) any other amounts due and owing by any
Seller to Buyer and its Affiliates pursuant to the terms of this Agreement as of
such date; (iv) if such Repurchase Date is not a Remittance Date, any Breakage
Costs payable in connection with such repurchase other than with respect to the
determination of a Margin Deficit; (v) any amounts that would be payable to (a
positive amount) a Qualified Hedge Counterparty under any related Hedging
Transaction, if such Hedging Transaction were terminated on the date of
determination, if such determination is in connection with any calculation of
Margin Deficit; and (vi) any amounts that would be payable to (a positive
amount) an Affiliated Hedge Counterparty under any related Hedging Transaction,
if such Hedging Transaction were terminated on the date of determination, if
such determination is in connection with any calculation of Margin Deficit (and
not in connection with an actual repurchase of a Purchased Asset).  In
addition to the forgoing, the Repurchase Price shall be increased by any other
additional funds advanced in connection with such Purchased Asset and decreased
by (A) the portion of any Principal Payments on such Purchased Asset that is
applied pursuant to Article 5 to reduce
such Repurchase Price and (B) any other amounts paid to Buyer by a Seller to
reduce such Repurchase Price.

     

    
      
        
        

      

      
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    “Requested Exceptions
Report” shall have the meaning assigned thereto in Article 3(b)(ii)(E).

     

    “Requirement of Law”
shall mean any law, treaty, rule, regulation, code, directive, policy, order or
requirement or determination of an arbitrator or a court or other Governmental
Authority whether now or hereafter enacted or in effect.

     

    “Reserve Requirement”
shall mean, with respect to any Pricing Rate Period, the aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect during such Pricing Rate Period (including, without
limitation, basic, supplemental, marginal and emergency reserves under any
regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as “Eurocurrency Liabilities” in Regulation D of such Board of Governors)
maintained by Buyer.

     

    “Responsible Officer”
shall mean any executive officer of a Seller.

     

    “S&P” shall mean
Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.

     

    “Seller” shall mean
each of the entities identified as “Seller” in the Recitals hereto and such
other sellers as may be approved by Buyer in its sole discretion from time to
time.

     

    “Senior Mortgage
Loans” shall mean performing senior commercial or multifamily fixed or
floating rate mortgage loans, A-Notes or senior or pari passu participation
interests in those mortgage loans, in each case secured by first liens on
multifamily or commercial properties.

     

    “Senior Recourse
Indebtedness” shall mean, for any period, (a) any Indebtedness of a
Seller and its consolidated Subsidiaries during such period that can be subject
to a margin call under any repurchase facility and (b) any Indebtedness of a
Seller and its consolidated Subsidiaries during such period that has a scheduled
maturity date on or before the Maturity Date.

     

    “Servicer” shall mean
Midland Loan Services, Inc.

     

    “Servicer Notice”
shall mean a notice substantially in the form of Exhibit XII hereto,
as amended, supplemented or otherwise modified from time to time.

     

    “Servicing Agreements”
shall have the meaning specified in Article
28(b).

     

    
      
        
        

      

      
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    “Servicing Records”
shall have the meaning specified in Article
28(b).

     

    “Servicing Rights”
shall mean rights of any Person, to administer, service or subservice, the
Purchased Assets or to possess related Servicing Records.

     

    “Servicing Tape” shall
have the meaning specified in Exhibit III-A
hereto.

     

    “Subordinate Eligible
Assets” shall mean Eligible Assets described in items (ii) and (iii) of
the definition of Eligible Assets.

     

    “Subsidiary” shall
mean, as to any Person, a corporation, partnership or other entity of which
shares of stock or other ownership interests having ordinary voting power (other
than stock or such other ownership interests having such power only by reason of
the happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise qualified, all references to a “Subsidiary”
or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of any Seller.

     

    “Survey” shall mean a
certified ALTA/ACSM (or applicable state standards for the state in which the
collateral is located) survey of the underlying real estate directly or
indirectly securing or supporting such Purchased Asset prepared by a registered
independent surveyor or engineer and in form and content satisfactory to Buyer
and the company issuing the Title Policy for such Property.

     

    “Tangible Net Worth”
shall mean, as of a particular date (a) all amounts which would be included
under capital (including any trust-preferred securities issued by a bank holding
company) of a Seller and its consolidated Subsidiaries, if any, on a balance
sheet of such Seller and its consolidated Subsidiaries at such date, determined
in accordance with GAAP, less (b) intangible
assets of such Seller and its consolidated Subsidiaries, if any.

     

    “Target Price” shall
mean, with respect to any Purchased Asset as of any date, the amount (expressed
in dollars) obtained by multiplying (i) the Market Value of such Purchased Asset
as of such date by (ii) the then-applicable Maximum Advance Rate for such
Purchased Asset.

     

    “Title Company” shall
mean a nationally-recognized title insurance company acceptable to
Buyer.

     

    “Title Policy” shall
have the meaning specified in Exhibit
VI.

     

    “Total Indebtedness”
shall mean, for any period, the aggregate Indebtedness of a Seller and its
consolidated Subsidiaries during such period (including, without limitation,
off-balance sheet Indebtedness), less the amount of any nonspecific balance
sheet reserves maintained in accordance with GAAP, provided that the calculation
of Total Indebtedness will exclude (i) amounts of liabilities resulting
from the sale of participation interests classified as participations sold on
the liabilities side of such Seller’s balance sheet, (ii) liabilities resulting
from consolidation of debt associated with securitizations where Seller has no
recourse obligation for the debt and which debt was not issued by such Seller or
its Subsidiaries and (iii) liabilities resulting from the consolidation of
vehicles managed by such Seller or a Subsidiary of such Seller where such Seller
has less than a 50% equity interest.

     

    
      
        
        

      

      
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    “Total Non-Securitized
Indebtedness” shall mean, for any period, the aggregate Indebtedness of a
Seller and its consolidated Subsidiaries during such period (including, without
limitation, off-balance sheet Indebtedness), less the amount of any nonspecific
balance sheet reserves maintained in accordance with GAAP, provided that the
calculation of Total Indebtedness will exclude (i) amounts of liabilities
resulting from the sale of participation interests classified as participations
sold on the liabilities side of such Seller’s balance sheet,
(ii) liabilities resulting from consolidation of debt associated with
securitizations where such Seller has no recourse obligation for the debt and
(iii) liabilities resulting from the consolidation of vehicles managed by such
Seller or a Subsidiary of such Seller where such Seller has less than a 50%
equity interest.

     

    “Transaction” shall
mean a Transaction, as specified in Article 1 of this
Agreement.

     

    “Transaction
Documents” shall mean, collectively, this Agreement, any applicable
Annexes to this Agreement, the Custodial Agreement, the Interim Servicing
Agreement, the Depository Agreement, all Hedging Transactions and all
Confirmations and assignment documentation executed pursuant to this Agreement
in connection with specific Transactions.

     

    “Trust Receipt” shall
mean a trust receipt issued by Custodian to Buyer confirming the Custodian’s
possession of certain Purchased Asset Files that are the property of and held by
Custodian for the benefit of Buyer (or any other holder of such trust receipt)
or a bailment arrangement with counsel or other third party acceptable to Buyer
in its sole discretion.

     

    “UCC” shall have the
meaning specified in Article 6(d) of this
Agreement.

     

    “Underlying Mortgage
Loan” shall mean, with respect to any B-Note, Junior Interest, Mezzanine
Loan, CMBS or CRE CDO, a mortgage loan made in respect of the related Underlying
Mortgaged Property.

     

    “Underlying Mortgaged
Property” shall mean, in the case of:

     

    (a)           a
Senior Mortgage Loan, the Mortgaged Property securing such Senior Mortgage Loan,
as applicable;

     

    (b)           a
Junior Interest, the Mortgaged Property securing such Junior Interest, or the
Mortgaged Property securing the Mortgage Loan in which such Junior Interest
represents a junior participation, as applicable;

     

    (c)           a
B-Note, the Mortgaged Property securing such B-Note;

     

    (d)           a
Mezzanine Loan, the Mortgaged Property that is owned by the Person the equity of
which is pledged as collateral security for such Mezzanine Loan;

     

    
      
        
        

      

      
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    (e)           a
CMBS, the Mortgaged Properties securing the mortgage loans related to such
security;

     

    (f)           
a CRE CDO, the Mortgaged Properties securing the mortgage loans related to such
security.

     

    “Underwriting Issues”
shall mean, with respect to any Purchased Asset as to which any Seller intends
to request a Transaction, all material information that has come to each
Seller’s attention that, based on the making of reasonable inquiries and the
exercise of reasonable care and diligence under the circumstances, would be
considered a materially “negative” factor (either separately or in the aggregate
with other information), or a material defect in loan documentation or closing
deliveries (such as any absence of any material Purchased Asset Document(s)), to
a reasonable institutional mortgage buyer in determining whether to originate or
acquire the Purchased Asset in question.

     

    All
references to articles, schedules and exhibits are to articles, schedules and
exhibits in or to this Agreement unless otherwise specified.  The
words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.  All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles.  References to “good faith” in this
Agreement shall mean “honesty in fact in the conduct or transaction
concerned”.

     

     

    ARTICLE
3.

    INITIATION;
CONFIRMATION; TERMINATION; FEES; EXTENSION OF MATURITY DATE

     

    Buyer’s
agreement to enter into the initial Transaction hereunder is subject to the
satisfaction, immediately prior to or concurrently with the making of such
Transaction, of the condition precedent that Buyer shall have received from each
Seller payment of an amount equal to all fees and expenses payable hereunder,
and all of the following items, each of which shall be satisfactory in form and
substance to Buyer and its counsel:

     

    (a)           The
following Transaction Documents, as well as certain other documents, delivered
to Buyer:

     

    (i)           this
Agreement, duly completed and executed by each of the parties hereto (including
all exhibits hereto);

     

    (ii)          the
Custodial Agreement, duly executed and delivered by each of the parties
thereto;

     

    (iii)         the
Depository Agreement, duly completed and executed by each of the parties
thereto;

     

    
      
        
        

      

      
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    (iv)         the
Interim Servicing Agreement, duly completed and executed by each of the parties
thereto;

     

    (v)          any
and all consents and waivers applicable to each Seller or to the Purchased
Assets;

     

    (vi)         UCC
financing statements for filing in each of the UCC filing jurisdictions
described on Exhibit
XI hereto, each naming the Sellers as “Debtors” and Buyer as “Secured
Party” and describing as “Collateral” all of the items set forth in the
definition of Collateral and Purchased Items in this Agreement, together with
any other documents necessary or requested by Buyer to perfect the security
interests granted by each Seller in favor of Buyer under this Agreement or any
other Transaction Document;

     

    (vii)        any
documents relating to any Hedging Transactions;

     

    (viii)       an
opinion or opinions of outside counsel to each Seller, reasonably acceptable to
Buyer (including, but not limited to, those relating to enforceability,
corporate matters and security interests);

     

    (ix)          good
standing certificates and certified copies of the charters and by-laws (or
equivalent documents) of each Seller and of all corporate or other authority for
each Seller with respect to the execution, delivery and performance of the
Transaction Documents and each other document to be delivered by such Seller
from time to time in connection herewith (and Buyer may conclusively rely on
such certificate until it receives notice in writing from such Seller to the
contrary);

     

    (x)           with
respect to any Eligible Asset to be purchased hereunder on the related Purchase
Date that is not serviced by a Seller, such Seller shall have provided to Buyer
a copy of the related Servicing Agreement, certified as a true, correct and
complete copy of the original, together with a Servicer Notice, fully executed
by such Seller and Servicer;

     

    (xi)          Buyer
shall have received payment from Sellers of an amount equal to the amount of
actual costs and expenses, including, without limitation, the reasonable fees
and expenses of counsel to Buyer, incurred by Buyer in connection with the
development, preparation and execution of this Agreement, the other Transaction
Documents and any other documents prepared in connection herewith or
therewith;

     

    (xii)         all
such other and further documents, documentation and legal opinions as Buyer in
its discretion shall reasonably require.

     

    (b)           Buyer’s
agreement to enter into each Transaction (including the initial Transaction) is
subject to the satisfaction of the following further conditions precedent, both
immediately prior to entering into such Transaction and also after giving effect
to the consummation thereof and the intended use of the proceeds of the
sale:

     

    
      
        
        

      

      
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    (i)           The
applicable Seller shall give Buyer no less than one (1) Business Day’s prior
written notice of each Transaction (including the initial Transaction), together
with a signed, written confirmation in the form of Exhibit I attached
hereto prior to each Transaction (a “Confirmation”).  Each
Confirmation shall describe the Purchased Assets, shall identify Buyer and the
applicable Seller and shall be executed by both Buyer and such Seller (provided, that, in
instances where funds are being wired to an account other than 230-254-632 at
JPMorgan Chase Funding Inc., the Confirmation shall be signed by two Responsible
Officers of the applicable Seller); provided, however, that Buyer
shall not be liable to such Seller if it inadvertently acts on a Confirmation
that has not been signed by a Responsible Officer of such Seller, and shall set
forth:

     

    (A)          
the Purchase Date;

     

    (B)           the
Purchase Price for the Purchased Asset included in the Transaction;

     

    (C)           the
Repurchase Date;

     

    (D)           any
additional terms or conditions not inconsistent with this Agreement;
and

     

    (E)           the
requested Advance Rate and the related Maximum Advance Rate.

     

    No
Confirmation may be amended unless in a writing executed by Buyer and the
applicable Seller.  Neither (i) changes in the Repurchase Price
related to a Purchased Asset (due to the application of Principle Payments) nor
(ii) periodic adjustments to the LIBO Rate related to a Purchased Asset shall
require an amendment to the related Confirmation.

     

    (ii)           Buyer
shall have the right to review the Eligible Assets each Seller proposes to sell
to Buyer in any Transaction and to conduct its own due diligence investigation
of such Eligible Assets as Buyer determines (“Pre-Purchase Due
Diligence”).  Buyer shall be entitled to make a determination,
in the exercise of its sole discretion, that, in the case of a Transaction, it
shall or shall not purchase any or all of the assets proposed to be sold to
Buyer by each Seller.  On the Purchase Date for the Transaction, which
shall be not less than one (1) Business Day following the final approval of an
Eligible Asset by Buyer in accordance with Exhibit VIII hereto,
the Eligible Assets shall be transferred to Buyer or the Custodian against the
transfer of the Purchase Price to an account of Sellers.  Buyer shall
inform the applicable Seller of its determination with respect to any such
proposed Transaction solely in accordance with Exhibit VIII attached
hereto.  Upon the approval by Buyer of a particular proposed
Transaction, Buyer shall deliver to the applicable Seller a signed copy of the
related Confirmation described in clause (i) above, on or before the scheduled
date of the underlying proposed Transaction.  Prior to the approval of
each proposed Transaction by Buyer:

     

    (A)           Buyer
shall have (i) determined, in its sole and absolute discretion, that the asset
proposed to be sold to Buyer by a Seller in such Transaction is an Eligible
Asset and (ii) obtained internal credit approval, to be granted or denied in
Buyer’s sole and absolute discretion, for the inclusion of such Eligible Asset
as a Purchased Asset in a Transaction, without regard for any prior credit
decisions by Buyer or any Affiliate of Buyer, and with the understanding that
Buyer shall have the absolute right to change any or all of its internal
underwriting criteria at any time, without notice of any kind to such
Seller;

     

    
      
        
        

      

      
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    (B)           Buyer
shall have fully completed all external legal due diligence;

     

    (C)           Buyer
shall have determined the Pricing Rate applicable to the Transaction (including
the Applicable Spread);

     

    (D)           no
Default or Event of Default shall have occurred and be continuing under this
Agreement or any other Transaction Document and no event shall have occurred
which has, or would reasonably be expected to have, a Material Adverse
Effect;

     

    (E)           the
applicable Seller shall have delivered to Buyer a list of all exceptions to the
representations and warranties relating to the Purchased Asset and any other
eligibility criteria for such Purchased Asset (the “Requested Exceptions
Report”);

     

    (F)           Buyer
shall have waived all exceptions in the Requested Exceptions
Report;

     

    (G)           both
immediately prior to the requested Transaction and also after giving effect
thereto and to the intended use thereof, the representations and warranties made
by Sellers in Exhibit
VI and Article
10, as applicable, shall be true, correct and complete on and as of such
Purchase Date in all respects with the same force and effect as if made on and
as of such date (or, if any such representation or warranty is expressly stated
to have been made as of a specific date, as of such specific date;

     

    (H)           subject
to Buyer’s right to perform one or more due diligence reviews pursuant to Article 27, Buyer
shall have completed its due diligence review of the Purchased Asset File, and
such other documents, records, agreements, instruments, mortgaged properties or
information relating to such Purchased Asset as Buyer in its sole discretion
deems appropriate to review and such review shall be satisfactory to Buyer in
its sole discretion and Buyer has consented in writing to the Eligible Asset
becoming a Purchased Asset; provided, that if
Buyer’s diligence review of the Purchased Asset File requires the delivery of a
mortgage file or the equivalent, the applicable Seller shall have the benefit of
such delayed delivery provisions as are customary in pooling and servicing
agreements (e.g., while a promissory note (or analogous document directly
evidencing the obligation) must be delivered as a condition of closing, an
ancillary document or estoppels may be delivered within a reasonable time frame
thereafter);

     

    (I)           
with respect to any Eligible Asset to be purchased hereunder on the related
Purchase Date that is not serviced by a Seller or an Affiliate thereof, such
Seller shall have provided to Buyer a copy of the related Servicing Agreement,
certified as a true, correct and complete copy of the original, together with a
Servicer Notice, fully executed by such Seller and the servicer named in the
related Servicing Agreement;

     

    
      
        
        

      

      
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    (J)           Sellers,
regardless of whether this Agreement is executed, shall have paid to Buyer all
legal fees and expenses and the reasonable costs and expenses incurred by Buyer
in connection with the entering into of any Transaction hereunder, including,
without limitation, costs associated with due diligence, recording or other
administrative expenses necessary or incidental to the execution of any
Transaction hereunder, which amounts, at Buyer’s option, may be withheld from
the sale proceeds of any Transaction hereunder;

     

    (K)           Buyer
shall have determined, in its sole and absolute discretion, that no Margin
Deficit shall exist, either immediately prior to or after giving effect to the
requested Transaction;

     

    (L)           
Buyer shall have received from Custodian on each Purchase Date an Asset Schedule
and Exception Report (as defined in the Custodial Agreement) with respect to
each Purchased Asset, dated the Purchase Date, duly completed and with
exceptions acceptable to Buyer in its sole discretion in respect of Eligible
Assets to be purchased hereunder on such Business Day;

     

    (M)          Buyer
shall have received from the applicable Seller a Release Letter covering each
Eligible Asset to be sold to Buyer;

     

    (N)           Buyer
shall have reasonably determined that no introduction of, or a change in, any
Requirement of Law or in the interpretation or administration of any Requirement
of Law applicable to Buyer has made it unlawful, and no Governmental Authority
shall have asserted that it is unlawful, for Buyer to enter into
Transactions;

     

    (O)           the
Repurchase Date for such Transaction is not later than the Maturity
Date;

     

    (P)           each
Seller shall have taken such other action as Buyer shall have reasonably
requested in order to transfer the Purchased Assets pursuant to this Agreement
and to perfect all security interests granted under this Agreement or any other
Transaction Document in favor of Buyer with respect to the Purchased
Assets;

     

    (Q)           with
respect to any Eligible Asset to be purchased hereunder, if such Eligible Asset
was acquired by Seller, Seller shall have disclosed to Buyer the acquisition
cost of such Eligible Asset (including therein reasonable supporting
documentation required by Buyer, if any);

     

    (R)           Buyer
shall have received all such other and further documents, documentation and
legal opinions (including, without limitation, opinions regarding the perfection
of Buyer’s security interests) as Buyer in its reasonable discretion shall
reasonably require;

     

    
      
        
        

      

      
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    (S)           Buyer
shall have received a copy of any documents relating to any Hedging Transaction,
and each Seller shall have pledged and assigned to Buyer, pursuant to Article 6 hereunder,
all of such Seller’s rights under each Hedging Transaction included within a
Purchased Asset, if any;

     

    (T)           no
“Termination Event”, “Event of Default”, “Potential Event of Default” or any
similar event by a Seller, however defined therein, shall have occurred and be
continuing under any Hedging Transaction; and

     

    (U)           the
counterparty to each Seller in any Hedging Transaction shall be an Affiliated
Hedge Counterparty or a Qualified Hedge Counterparty, and, in the case of a
Qualified Hedge Counterparty, in the event that such counterparty no longer
qualifies as a Qualified Hedge Counterparty, then, at the election of Buyer,
such Seller shall ensure that such counterparty posts additional collateral in
an amount satisfactory to Buyer under all its Hedging Transactions with such
Seller, or such Seller shall immediately terminate the Hedging Transactions with
such counterparty and enter into new Hedging Transactions with a Qualified Hedge
Counterparty.

     

    (c)           With
respect to any Transaction, the Pricing Rate shall be determined initially on
the Pricing Rate Determination Date applicable to the first Pricing Rate Period
for such Transaction, and shall be reset on the Pricing Rate Determination Date
for all of the next succeeding Pricing Rate Periods for such
Transaction.  Buyer or its agent shall determine in accordance with
the terms of this Agreement the Pricing Rate on each Pricing Rate Determination
Date for the related Pricing Rate Period in the Buyer’s sole and absolute
discretion, exercised in good faith, and notify the applicable Seller of such
rate for such period each such Pricing Rate Determination Date.

     

    (d)           Each
Confirmation, together with this Agreement, shall be conclusive evidence of the
terms of the Transaction(s) covered thereby.  In the event of any
conflict between the terms of such Confirmation and the terms of this Agreement,
other than with respect to the Advance Rate or the applicable Price Differential
set forth in the related Confirmation, this Agreement shall
prevail.

     

    (e)           On
the Repurchase Date (including any Early Repurchase Date) for any Transaction,
termination of the Transaction will be effected by (A) payment by the applicable
Seller to Buyer of an amount equal to the sum of (1) the Repurchase Price for
the applicable Purchased Asset and (2) any other amounts payable under this
Agreement (including, without limitation, Article 3(i)) and
under any related Hedging Transactions with respect to such Purchased Asset and
(B) transfer to such Seller of the Purchased Asset being repurchased and any
Income in respect thereof received by Buyer (and not previously credited or
transferred to, or applied to the obligations of, such Seller pursuant to Article 5 of this
Agreement).

     

    
      
        
        

      

      
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    (f)           Each
Seller shall be entitled to terminate a Transaction on demand and repurchase the
Purchased Asset subject to a Transaction on any Business Day prior to the
Repurchase Date (an “Early Repurchase
Date”); provided, however,
that:

     

    (i)           
such Seller notifies Buyer in writing of its intent to terminate such
Transaction and repurchase such Purchased Asset, setting forth the Early
Repurchase Date and identifying with particularity the Purchased Asset to be
repurchased on such Early Repurchase Date, no later than five (5) Business Days
prior to such Early Repurchase Date;

     

    (ii)           on
such Early Repurchase Date, such Seller pays to Buyer an amount equal to the sum
of (A) the Repurchase Price for the applicable Purchased Asset and (B) any
other amounts payable under this Agreement (including, without limitation, Article 3(i)) and
under any related Hedging Transactions with respect to such Purchased Asset
against transfer to such Seller or its agent of such Purchased Assets;
and

     

    (iii)           on
such Early Repurchase Date, in addition to the amounts set forth in subclause
(ii) above, such Seller pays to Buyer, on account of a Purchased Asset then
subject to a Transaction, an amount sufficient to reduce the Purchase Price for
such Purchased Asset to an amount equal to the Target Price for such Purchased
Asset.

     

    (g)           If
prior to the first day of any Pricing Rate Period with respect to any
Transaction, (i) Buyer shall have determined in the exercise of its
reasonable business judgment (which determination shall be conclusive and
binding upon Sellers) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the LIBO
Rate for such Pricing Rate Period, or (ii) the LIBO Rate determined or to be
determined for such Pricing Rate Period will not adequately and fairly reflect
the cost to Buyer (as determined and certified by Buyer) of making or
maintaining Transactions during such Pricing Rate Period, Buyer shall give
telecopy or telephonic notice thereof to Sellers as soon as practicable
thereafter.  If such notice is given, the Pricing Rate with respect to
such Transaction for such Pricing Rate Period, and for any subsequent Pricing
Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum
rate equal to the Federal Funds Rate plus the Applicable Spread (the “Alternative
Rate”).

     

    (h)           Notwithstanding
any other provision herein, if the adoption of or any change in any Requirement
of Law or in the interpretation or application thereof shall make it unlawful
for Buyer to enter into or maintain Transactions as contemplated by the
Transaction Documents, (a) the commitment of Buyer hereunder to enter into
new Transactions and to continue Transactions as such shall forthwith be
canceled, and (b) the Transactions then outstanding shall be converted
automatically to Alternative Rate Transactions on the last day of the then
current Pricing Rate Period or within such earlier period as may be required by
law.  If any such conversion of a Transaction occurs on a day that is
not the last day of the then current Pricing Rate Period with respect to such
Transaction, the applicable Seller shall pay to Buyer such amounts, if any, as
may be required pursuant to Article 3(l) of this
Agreement.

     

    
      
        
        

      

      
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    (i)           Upon
demand by Buyer, Sellers shall indemnify Buyer and hold Buyer harmless from any
loss, cost or expense (including, without limitation, attorneys’ fees and
disbursements) that Buyer may sustain or incur as a consequence of (i) default
by a Seller repurchasing any Purchased Asset after Seller has given a notice in
accordance with Article 3(f) of an
Early Repurchase, (ii) any payment of the Repurchase Price on any day other than
a Remittance Date, including Breakage Costs, (iii) a default by a Seller in
selling Eligible Assets after such Seller has notified Buyer of a proposed
Transaction and Buyer has agreed to purchase such Eligible Assets in accordance
with the provisions of this Agreement, (iv) Buyer’s enforcement of the terms of
any of the Transaction Documents, (v) any actions taken to perfect or continue
any lien created under any Transaction Documents, and/or (vi) Buyer entering
into any of the Transaction Documents or owning any Purchased Item.  A
certificate as to such costs, losses, damages and expenses, setting forth the
calculations therefor shall be submitted promptly by Buyer to such Seller and
shall be prima facie evidence of the information set forth therein.

     

    (j)           If
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof by any Governmental Authority or compliance by Buyer with
any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority having jurisdiction over Buyer made
subsequent to the date hereof:

     

    (i)           shall
subject Buyer to any tax of any kind whatsoever with respect to the Transaction
Documents, any Purchased Asset or any Transaction, or change the basis of
taxation of payments to Buyer in respect thereof (except for income taxes and
any changes in the rate of tax on Buyer’s overall net income);

     

    (ii)          shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of Buyer that is not otherwise
included in the determination of the LIBO Rate hereunder; or

     

    (iii)         shall
impose on Buyer any other condition;

     

    and the
result of any of the foregoing is to increase the cost to Buyer, by an amount
that Buyer deems, in the exercise of its reasonable business judgment, to be
material, of entering into, continuing or maintaining Transactions or to reduce
any amount receivable under the Transaction Documents in respect thereof; then,
in any such case, such Seller shall promptly pay Buyer, upon its demand, any
additional amounts necessary to compensate Buyer for such increased cost or
reduced amount receivable.  If Buyer becomes entitled to claim any
additional amounts pursuant to this Article 3(j), it
shall, within ten (10) Business Days of such event, notify such Seller of the
event by reason of which it has become so entitled.  Such notification
as to the calculation of any additional amounts payable pursuant to this
subsection shall be submitted by Buyer to such Seller and shall be prima facie
evidence of such additional amounts.  This covenant shall survive the
termination of this Agreement and the repurchase by such Seller of any or all of
the Purchased Assets.

     

    
      
        
        

      

      
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    (k)           If
Buyer shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by Buyer or any corporation controlling Buyer
with any request or directive regarding capital adequacy (whether or not having
the force of law) from any Governmental Authority made subsequent to the date
hereof does or shall have the effect of reducing the rate of return on Buyer’s
or such corporation’s capital as a consequence of its obligations hereunder to a
level below that which Buyer or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration Buyer’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by
Buyer, in the exercise of its reasonable business judgment, to be material, then
from time to time, after submission by Buyer to a Seller of a written request
therefor, such Seller shall pay to Buyer such additional amount or amounts as
will compensate Buyer for such reduction.  Such notification as to the
calculation of any additional amounts payable pursuant to this subsection shall
be submitted by Buyer to such Seller and shall be prima facie evidence of such
additional amounts.  This covenant shall survive the termination of
this Agreement and the repurchase by such Seller of any or all of the Purchased
Assets.

     

    (l)           If
a Seller repurchases Purchased Assets on a day other than the last day of a
Pricing Rate Period, such Seller shall indemnify Buyer and hold Buyer harmless
from any actual losses, costs and/or expenses which Buyer sustains as a direct
consequence thereof (“Breakage Costs”), in
each case for the remainder of the applicable Pricing Rate
Period.  Buyer shall deliver to such Seller a statement setting forth
the amount and basis of determination of any Breakage Costs in reasonable
detail, it being agreed that such statement and the method of its calculation
shall be conclusive and binding upon Sellers absent manifest
error.  This Article 3(l) shall
survive termination of this Agreement and the repurchase of all Purchased Assets
subject to Transactions hereunder.

     

    (m)           (i)           Notwithstanding
the definition of Maturity Date herein, provided that all of the extension
conditions listed in clause (ii) below (collectively, the “Maturity Date Extension
Conditions”) shall have been satisfied, Buyer shall agree to extend the
Maturity Date, for a period of three hundred sixty-four (364) additional days
(the “Extension
Period”) by giving notice to Seller of such extension and of the new
Maturity Date.  Notwithstanding anything to the contrary in this Article 3(m), in no
event shall Seller be permitted to extend the Maturity Date for more than one
(1) Extension Period.

     

    (ii)           For
purposes of this Article 3(m), the
Maturity Date Extension Conditions shall be deemed to have been satisfied
if:

     

    (A)           Seller
shall have given Buyer written notice, not less than forty-five (45) days prior
but no more than one hundred and eighty (180) days prior to the originally
scheduled Maturity Date, of Seller’ desire to extend the Maturity
Date;

     

    (B)           no
Material Adverse Effect, Margin Deficit, Default or Event of Default under this
Agreement shall have occurred and be continuing as of the date notice is given
under subclause (ii) above or as of the originally scheduled Maturity Date and
no “Termination Event,” “Event of Default” or “Potential Event of Default” or
any similar event by Seller, however denominated, shall have occurred and be
continuing under any Hedging Transaction; and

     

    
      
        
        

      

      
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    (C)           all
representations and warranties shall be true, correct, complete and accurate in
all respects as of the existing Maturity Date.

     

    (iii)           Notwithstanding
any extension to the Maturity Date as described in this Article 3, if the
Repurchase Date for a Transaction is extended by agreement of the Buyer and
Seller, Buyer and Seller shall execute a new Confirmation containing the same
pricing terms as the original Confirmation and the extended Repurchase Date for
the Transaction.

     

    ARTICLE
4.

    MARGIN
MAINTENANCE

     

    (a)           If
at any time the Buyer’s Margin Amount for all Purchased Assets is less than the
Repurchase Price for all Purchased Assets (a “Margin Deficit”),
then Buyer may by notice to Sellers in the form of Exhibit X (a “Margin Deficit
Notice”) require Sellers to, at each Seller’s option, no later than one
(1) Business Day following the receipt of a Margin Deficit Notice (the “Margin Deadline”) to
the extent such Margin Deficit equals or exceeds the Minimum Transfer Amount,
(i) repurchase some or all of the Purchased Assets at their respective
Repurchase Prices or (ii) make a payment in reduction of the Repurchase Price of
some or all of the Purchased Assets, or (iii) choose any combination of the
foregoing, such that, after giving effect to such transfers, repurchases and
payments, Buyer’s Margin Amount for all Purchased Assets shall be equal to or
greater than the aggregate Repurchase Price for all Purchased
Assets.

     

    (b)           The
failure of Buyer, on any one or more occasions, to exercise its rights
hereunder, shall not change or alter the terms and conditions to which this
Agreement is subject or limit the right of Buyer to do so at a later
date.  Sellers and Buyer each agree that a failure or delay by Buyer
to exercise its rights hereunder shall not limit or waive Buyer’s rights under
this Agreement or otherwise existing by law or in any way create additional
rights for Sellers.

     

    ARTICLE
5.

    INCOME
PAYMENTS AND PRINCIPAL PAYMENTS

     

    (a)           The
Depository Account shall be established at the Depository pursuant to the
Depository Agreement concurrently with the execution and delivery of this
Agreement by Sellers and Buyer.  Buyer shall have sole dominion and
control over the Depository Account, which shall be subject to the Depository
Agreement.  All Income in respect of the Purchased Assets and any
payments made to each Seller in respect of associated Hedging Transactions, as
well as any interest received from the reinvestment of such Income, shall be
deposited directly by Servicer into the Collection Account in accordance with
the Interim Servicing Agreement (or the related Servicer Notice) and funds on
deposit in the Collection Account will then be transferred to Depository by
Servicer for deposit into the Depository Account in accordance with the
applicable provisions of the Interim Servicing Agreement or the related Servicer
Notice and shall be remitted by the Depository in accordance with the applicable
provisions of Articles
5(c) through 5(f) of this
Agreement.

     

    
      
        
        

      

      
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    (b)           Immediately
upon the sale to Buyer of any Purchased Asset that is serviced primarily by
Servicer, the applicable Seller shall deliver to each Mortgagor, issuer of a
participation, servicer and trustee with respect to each Purchased Asset or
borrower under a Purchased Asset an irrevocable direction letter, instructing,
as applicable, the Mortgagor, issuer of a participation, servicer or trustee
with respect to such Purchased Asset or borrower to pay all amounts payable
under the related Purchased Asset to Servicer pursuant to the Interim Servicing
Agreement, for immediate deposit by Servicer into the Collection Account
pursuant to the Interim Servicing Agreement.  If a Mortgagor, issuer
of a participation, servicer or trustee with respect to the Purchased Asset or
borrower forwards any Income with respect to a Purchased Asset to such Seller or
any Affiliate of such Seller rather than directly to Servicer for immediate
deposit into the Collection Account, such Seller shall, or shall cause such
Affiliate to, (i) deliver an additional irrevocable direction letter to the
applicable Mortgagor, issuer of a participation, servicer or trustee with
respect to the Purchased Asset or borrower and make other best efforts to cause
such Mortgagor, issuer of a participation, servicer or trustee with respect to
the Purchased Asset or borrower to forward such amounts directly to the
Collection Account and (ii) immediately deposit in the Collection Account
any such amounts.  Funds on deposit in the Collection Account will
then be transferred to Depository by Servicer for deposit into the Depository
Account in accordance with the applicable provisions of the Interim Servicing
Agreement or the related Servicer Notice.

     

    (c)           So
long as no Event of Default or Margin Deficit with respect to the Purchased
Asset shall have occurred and be continuing, all Income received by the
Depository in respect of the Purchased Asset (other than scheduled or
unscheduled Principal Payments and net sale proceeds) during each Collection
Period shall be applied by the Depository on the related Remittance Date in the
following order of priority:

     

    (i)           first, pro rata, (A) to Buyer, an
amount equal to the Price Differential that has accreted and is outstanding as
of such Remittance Date and (B) to any Affiliated Hedge Counterparty, any amount
then due and payable to an Affiliated Hedge Counterparty under any Hedging
Transaction related to a Purchased Asset;

     

    (ii)          second, to Buyer, an amount
equal to any other amounts then due and payable to Buyer or its Affiliates under
any Transaction Document; and

     

    (iii)         third, to the applicable
Seller, the remainder, if any.

     

    (d)           So
long as no Event of Default or Margin Deficit shall have occurred and be
continuing, any Principal Payments shall be applied by the Depository on the
Business Day following the Business Day on which such funds are deposited in the
Depository Account in the following order of priority:

     

    (i)           first, pro rata, (A) to Buyer, until
the Purchase Price for such Purchased Asset has been reduced to the Target Price
for such Purchased Asset as of the date of such payment (as determined by Buyer
after giving effect to such Principal Payment and application of net sales
proceeds, if applicable) and (B) solely with respect to any Hedging Transaction
with an Affiliated Hedge Counterparty related to such Purchased Asset, to such
Affiliated Hedge Counterparty an amount equal to any accrued and unpaid breakage
costs under such Hedging Transaction related to such Purchased
Asset;

     

    
      
        
        

      

      
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    (ii)          second, to Buyer, an amount
equal to any other amounts due and owing to Buyer or its Affiliates under any
Transaction Document; and

     

    (iii)         third, to the applicable
Seller, the remainder of such Principal Payments or net sale proceeds, if
applicable.

     

    (e)           If
Buyer shall have determined that a Margin Deficit shall have occurred, but no
Event of Default shall have occurred and be continuing, all Income (including,
without limitation, any Principal Payments or any other amounts received,
without regard to their source) received by the Depository in respect of the
Purchased Asset shall be applied by the Depository on the related Remittance
Date in the following order of priority:

     

    (i)           first, pro rata, (A) to Buyer, an
amount equal to the Price Differential that has accreted and is outstanding in
respect of all of the Purchased Assets as of such Business Day and (B) to any
Affiliated Hedge Counterparty, any amounts then due and payable to such
Affiliated Hedge Counterparty under any Hedging Transaction related to such
Purchased Asset;

     

    (ii)          second, to Buyer, an amount
to reduce the Repurchase Price of the Purchased Asset until the Repurchase Price
for the Purchased Asset has been reduced to the Buyer’s Margin Amount as of the
date of such payment (as determined by Buyer after giving effect to all
Principal Payments and application of net sale proceeds, if any, on such
day);

     

    (iii)         third, to Buyer, an amount
equal to any other amounts due and owing to Buyer or its Affiliates under any
Transaction Document; and

     

    (iv)         fourth, to the applicable
Seller, any remainder.

     

    (f)           If
an Event of Default shall have occurred and be continuing, all Income
(including, without limitation, any Principal Payments or any other amounts
received, without regard to their source) received by the Depository in respect
of the Purchased Asset shall be applied by the Depository on the Business Day
next following the Business Day on which such funds are deposited in the
Depository Account in the following order of priority:

     

    (i)           first, pro rata, (A) to Buyer, an
amount equal to the Price Differential that has accreted and is outstanding in
respect of all of the Purchased Assets as of such Business Day and (B) to any
Affiliated Hedge Counterparty, any amounts then due and payable to an Affiliated
Hedge Counterparty under any Hedging Transaction related to such Purchased
Asset;

     

    (ii)          second, to Buyer, on account
of the Repurchase Price of the Purchased Asset until the Repurchase Price has
been reduced to zero;

     

    
      
        
        

      

      
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    (iii)         third, to Buyer, an amount
equal to any other amounts due and owing to Buyer or its Affiliates under any
Transaction Document; and

     

    (iv)         fourth, to the applicable
Seller, any remainder.

     

     

    ARTICLE
6.

    SECURITY
INTEREST

     

    (a)           Buyer
and Sellers intend that the Transactions hereunder be sales to Buyer of the
Purchased Assets and not loans from Buyer to Sellers secured by the Purchased
Assets.  However, in order to preserve Buyer’s rights under this
Agreement in the event that a court or other forum re-characterizes the
Transactions hereunder as loans and as security for the performance by Sellers
of all of each Seller’s obligations to Buyer under the Transaction Documents and
the Transactions entered into hereunder, or in the event that a transfer of a
Purchased Asset is otherwise ineffective to effect an outright transfer of such
Purchased Asset to Buyer, each Seller hereby assigns, pledges and grants a
security interest in all of its right, title and interest in, to and under the
Purchased Items (as defined below) to Buyer to secure the payment of the
Repurchase Price on all Transactions to which it is a party and all other
amounts owing by Sellers to Buyer and any of its present or future Affiliates
hereunder, including, without limitation, amounts owing pursuant to Article 25, and under
the other Transaction Documents, including any obligations of Sellers under any
Hedging Transaction entered into with any Affiliated Hedge Counterparty
(including, without limitation, all amounts anticipated to be paid to Buyer by
an Affiliated Hedge Counterparty as provided for in the definition of Repurchase
Price) (collectively, the “Repurchase
Obligations”).  All of Sellers’ right, title and interest in,
to and under each of the following items of property, whether now owned or
hereafter acquired, now existing or hereafter created and wherever located, is
hereinafter referred to as the “Purchased
Items”:

     

    (i)           the
Purchased Assets and all “securities accounts” (as defined in
Article 8-501(a) of the UCC) to which any or all of the Purchased Assets
are credited;

     

    (ii)          the
Purchased Asset Documents, Servicing Agreements, Servicing Records, insurance
relating to the Purchased Assets, and collection and escrow accounts and letters
of credit relating to the Purchased Assets;

     

    (iii)         all
“general intangibles”, “accounts”, “chattel paper”, “investment property”,
“instruments” and “deposit accounts”, each as defined in the UCC, relating to or
constituting any and all of the foregoing; and

     

    (iv)         all
replacements, substitutions or distributions on or proceeds, payments, Income
and profits of, and records (but excluding any financial models or other
proprietary information) and files relating to any and all of any of the
foregoing.

     

    (b)           Without
limiting Article
6(a) hereto, to secure payment of the Repurchase Obligations owing to
Buyer, each Seller hereby grants to Buyer a security interest in all of Seller’s
right, title and interest in, to and under each of the following items of
property, whether now owned or hereafter acquired, now existing or hereafter
created and wherever located, hereinafter referred to as the “Collateral”:

     

    
      
        
        

      

      
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    (i)           the
Depository Account and all monies from time to time on deposit in the Depository
Account;

     

    (ii)          the
Purchased Items;

     

    (iii)         any
and all replacements, substitutions, distributions on, income relating to or
proceeds of any and all of the foregoing; and

     

    (iv)         each
Seller’s right under each Hedging Transaction, if any, relating to the Purchased
Assets to secure the Repurchase Obligations.

     

    (c)           Buyer
agrees to act as agent for and on behalf of the Affiliated Hedge Counterparties
with respect to the security interest granted hereby to secure the obligations
owing to the Affiliated Hedge Counterparties under any Hedging Transactions,
including, without limitation, with respect to the Purchased Assets and the
Purchased Asset Files held by the Custodian pursuant to the Custodial
Agreement.

     

    (d)           Buyer’s
security interest in the Collateral shall terminate only upon termination of
each Seller’s obligations under this Agreement, all Hedging Transactions and the
documents delivered in connection herewith and therewith.  Upon such
termination, Buyer shall deliver to each Seller such UCC termination statements
and other release documents as may be commercially reasonable and return the
Purchased Assets to the applicable Seller and reconvey the Purchased Items to
the applicable Seller and release its security interest in the
Collateral.  For purposes of the grant of the security interest
pursuant to this Article 6, this
Agreement shall be deemed to constitute a security agreement under the New York
Uniform Commercial Code (the “UCC”).  Buyer
shall have all of the rights and may exercise all of the remedies of a secured
creditor under the UCC and the other laws of the State of New
York.  In furtherance of the foregoing, (a) Buyer, at Sellers’ sole
cost and expense, shall cause to be filed in such locations as may be necessary
to perfect and maintain perfection and priority of the security interest granted
hereby, UCC financing statements and continuation statements (collectively, the
“Filings”), and
shall forward copies of such Filings to Sellers upon completion thereof, and (b)
each Seller shall from time to time take such further actions as may be
requested by Buyer to maintain and continue the perfection and priority of the
security interest granted hereby (including marking its records and files to
evidence the interests granted to Buyer hereunder).

     

    (e)           Each
Seller acknowledges that it has no right to service the Purchased Assets but
only has rights as a party to the current Interim Servicing Agreement or any
other servicing agreement with respect to the Purchased
Assets.  Without limiting the generality of the foregoing and in the
event that a Seller is deemed to retain any residual Servicing Rights, and for
the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a
security interest in the Servicing Rights and proceeds related thereto and in
all instances, whether now owned or hereafter acquired, now existing or
hereafter created.  The foregoing provision is intended to constitute
a security agreement or other arrangement or other credit enhancement related to
the Agreement and Transactions hereunder as defined under Sections 101(47)(v)
and 741(7)(x) of the Bankruptcy Code.

     

    
      
        
        

      

      
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    ARTICLE
7.

    PAYMENT,
TRANSFER AND CUSTODY

     

    (a)           On
the Purchase Date for each Transaction, ownership of the Purchased Asset shall
be transferred to Buyer or its designee (including the Custodian) against the
simultaneous transfer of the Purchase Price in immediately available funds to an
account of Sellers specified in the Confirmation relating to such
Transaction.

     

    (b)           On
or before each Purchase Date, the applicable Seller shall deliver or cause to be
delivered to Buyer or its designee the Custodial Delivery in the form attached
hereto as Exhibit IV,
provided, that
notwithstanding the foregoing, upon request of such Seller, Buyer in its sole
but good faith discretion may elect to permit such Seller to make such delivery
by not later than the third (3rd) Business Day after the related Purchase Date,
so long as such Seller causes an Acceptable Attorney, Title Company or other
Person acceptable to Buyer to deliver to Buyer and the Custodian a Bailee Letter
on or prior to such Purchase Date.  Subject to Article 7(c), in
connection with each sale, transfer, conveyance and assignment of a Purchased
Asset, on or prior to each Purchase Date with respect to such Purchased Asset,
the applicable Seller shall deliver or cause to be delivered and released to the
Custodian the following original documents (collectively, the “Purchased Asset
File”), pertaining to each of the Purchased Assets identified in the
Custodial Delivery delivered therewith, together with any other documentation in
respect of such Purchased Asset requested by Buyer, in Buyer’s sole but good
faith discretion:

     

    With
respect to each Purchased Asset that is a Senior Mortgage Loan (to the extent
that the applicable Seller is the holder of the senior participation and is the
custodian of the related loan documents):

     

    (i)           The
original Mortgage Note (and if applicable, one or more allonges) bearing all
intervening endorsements, endorsed “Pay to the order of _________ without
recourse” and signed in the name of the last endorsee (the “Last Endorsee”) by an
authorized Person (in the event that the Purchased Asset was acquired by the
Last Endorsee in a merger, the signature must be in the following
form:  “[Last Endorsee], successor by merger to [name of
predecessor]”; in the event that the Purchased Asset was acquired or originated
by the Last Endorsee while doing business under another name, the signature must
be in the following form:  “[Last Endorsee], formerly known as
[previous name]”).

     

    (ii)           An
original of any guarantee executed in connection with the Mortgage Note (if
any).

     

    (iii)          The
original Mortgage with evidence of recording thereon, or a copy thereof together
with an officer’s certificate of such Seller certifying that such represents a
true and correct copy of the original and that such original has been submitted
for recordation in the appropriate governmental recording office of the
jurisdiction where the underlying real estate directly or indirectly securing or
supporting such Purchased Asset is located.

     

    
      
        
        

      

      
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    (iv)          The
originals of all assumption, modification, consolidation or extension agreements
with evidence of recording thereon, or copies thereof together with an officer’s
certificate of such Seller certifying that such represent true and correct
copies of the originals and that such originals have each been submitted for
recordation in the appropriate governmental recording office of the jurisdiction
where the underlying real estate directly or indirectly securing or supporting
such Purchased Asset is located.

     

    (v)           The
original assignment of mortgage in blank for each Purchased Asset, in form and
substance acceptable for recording and otherwise acceptable to Buyer and signed
in the name of the Last Endorsee (in the event that the Purchased Asset was
acquired by the Last Endorsee in a merger, the signature must be in the
following form: “[Last Endorsee], successor by merger to [name of predecessor]”;
in the event that the Purchased Asset was acquired or originated while doing
business under another name, the signature must be in the following form: “[Last
Endorsee], formerly known as [previous name]”).

     

    (vi)          The
originals of all intervening assignments of mortgage with evidence of recording
thereon, or copies thereof together with an officer’s certificate of such Seller
certifying that such represent true and correct copies of the originals and that
such originals have each been submitted for recordation in the appropriate
governmental recording office of the jurisdiction where the underlying real
estate directly or indirectly securing or supporting such Purchased Asset is
located.

     

    (vii)         The
original attorney’s opinion of title and abstract of title or the original
mortgagee title insurance policy, or if the original mortgagee title insurance
policy has not been issued, the irrevocable marked commitment to issue the
same.

     

    (viii)        The
original of any security agreement, chattel mortgage or equivalent document
executed in connection with the Purchased Asset.

     

    (ix)           The
original assignment of leases and rents, if any, with evidence of recording
thereon, or a copy thereof together with an officer’s certificate of Seller,
certifying that such copy represents a true and correct copy of the original and
that such original has been submitted for recordation in the appropriate
governmental recording office of the jurisdiction where the underlying real
estate directly or indirectly securing or supporting such Purchased Asset is
located.

     

    (x)           
The originals of all intervening assignments of assignment of leases and rents,
if any, or copies thereof, with evidence of recording thereon.

     

    (xi)           A
copy of the UCC financing statements, certified as true and correct by such
Seller, and all necessary UCC continuation statements with evidence of filing
thereon or copies thereof certified by such Seller that such financing
statements have been sent for filing, and UCC assignments, which UCC assignments
shall be in form and substance acceptable for filing.

     

    
      
        
        

      

      
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    (xii)          An
environmental indemnity agreement (if any).

     

    (xiii)         An
omnibus assignment in blank (if any).

     

    (xiv)         A
disbursement letter from the Mortgagor to the original mortgagee (if
any).

     

    (xv)          Mortgagor’s
certificate or title affidavit (if any).

     

    (xvi)         A
survey of the underlying real estate directly or indirectly securing or
supporting such Purchased Asset (if any) as accepted by the title company for
issuance of the Title Policy.

     

    (xvii)        A
copy of the Mortgagor’s opinion of counsel (if any).

     

    (xviii)       An
assignment of permits, contracts and agreements (if any).

     

    With
respect to each Purchased Asset that is a Mezzanine Loan:

     

    (i)            
The original Mezzanine Note (and if applicable, one or more allonges) signed in
connection with the Purchased Asset bearing all intervening endorsements,
endorsed “Pay to the order of __________ without recourse” and signed in the
name of the Last Endorsee by an authorized Person (in the event that the
Mezzanine Note was acquired by the Last Endorsee in a merger, the signature must
be in the following form: “[Last Endorsee], successor by merger to [name of
predecessor]”; in the event that the Purchased Asset was acquired or originated
by the Last Endorsee while doing business under another name, the signature must
be in the following form:  “[Last Endorsee], formerly known as
[previous name]”).

     

    (ii)           
The original of the loan agreement and the guarantee, if any, executed in
connection with the Purchased Asset.

     

    (iii)           The
original intercreditor or loan coordination agreement, if any, executed in
connection with the Purchased Asset.

     

    (iv)           The
original security agreement executed in connection with the Purchased
Asset.

     

    (v)          
 Copies of all documents relating to the formation and organization of the
borrower of such Purchased Asset, together with all consents and resolutions
delivered in connection with such borrower’s obtaining the Purchased
Asset.

     

    (vi)           All
other documents and instruments evidencing, guaranteeing, insuring or otherwise
constituting or modifying or otherwise affecting such Purchased Asset, or
otherwise executed or delivered in connection with, or otherwise relating to,
such Purchased Asset, including all documents establishing or implementing any
lockbox pursuant to which such Seller is entitled to receive any payments from
cash flow of the underlying real property.

     

    
      
        
        

      

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

     

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

     

    (ix)           A
copy of the UCC financing statements, certified as true and correct by such
Seller, and all necessary UCC continuation statements with evidence of filing
thereon or copies thereof certified by such Seller that such financing
statements have been sent for filing, and UCC assignments, which UCC assignments
shall be in form and substance acceptable for filing.

     

    (x)           
The original certificates representing the pledged equity interests (if
any).

     

    (xi)           Stock
powers (or their equivalent) relating to each pledged equity interest, executed
in blank, if an original stock certificate (or its equivalent) is
provided.

     

    (xii)          Assignment
of any agreements among equity interest holders or other material
contracts.

     

    (xiii)         If
no original stock certificate (or its equivalent) is provided, evidence (which
may be an officer’s certificate confirming such circumstances) that the pledged
ownership interests have been transferred to, or otherwise made subject to a
first priority security interest in favor of, such Seller.

     

    With
respect to each Purchased Asset that is a B-Note/Junior Interest:

     

    (i)           
with respect to a B-Note, the original Mortgage Note and guarantee, if any,
described in the second paragraph of this Article 7(b), and
with respect to a B-Note or a junior participation interest, to the extent
applicable, a copy of all of the documents described in clauses (iii), (iv),
(vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) and
(xviii) of the second paragraph of this Article 7(b) with
respect to a Purchased Asset.

     

    (ii)           with
respect to a Junior Interest, the original participation certificate, if any,
together with the original of any participation agreement, intercreditor
agreement and/or servicing agreement executed in connection with the Purchased
Asset.

     

    (iii)          the
assignment of Purchased Asset, in blank, sufficient to transfer to Buyer all of
such Seller’s rights, title and interest in and to the Purchased
Asset.

     

    With
respect to each Purchased Asset that is a CMBS:

     

    (i)           With
respect to (A) any CMBS that is in physical form, the original certificate, bond
or other physical form of such CMBS, which shall (1) be endorsed (either on the
face thereof or pursuant to a separate allonge) by the most recent endorsee
prior to such Seller, without recourse, to the order of such Seller and further
reflect a complete, unbroken chain of endorsement from the originator to such
Seller and (2) be accompanied by a separate allonge pursuant to which such
Seller has endorsed such certificate, without recourse, in blank, or, (B) with
respect to any CMBS registered with DTC, evidence of re-registration to the
securities intermediary in Buyer’s name, denoting same with a “repo”
code;

     

    
      
        
        

      

      
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    (ii)           to
the extent in such Seller’s possession or reasonably obtainable by such Seller,
true and correct copies of the pooling and servicing agreement or indenture and
all other material documents (including, without limitation, opinions of
counsel) or agreements related to the creation or issuance of the CMBS or
otherwise affecting the rights (including, without limitation, the security
interests) of any holder thereof;

     

    (iii)          to
the extent in such Seller’s possession or reasonably obtainable by such Seller,
as applicable, true and correct copies of any assignment, assumption,
modification, consolidation or extension made prior to the Purchase Date in
respect of any document or agreement referred to in clause (ii) above, in each
case, if the document or agreement being assigned, assumed, modified,
consolidated or extended is recordable, with evidence of recording thereon
(unless the particular item has not been returned from the applicable recording
office);

     

    (iv)          as
applicable, an original assignment of each agreement referred to in clause (iii)
above, in recordable form if the agreement being assigned is a recordable
document, executed in blank by such Seller;

     

    (v)           with
respect to any CMBS that is in physical form, a blank endorsement which, when
properly completed and delivered, is sufficient to cause Buyer to become the
registered holder of the CMBS; and

     

    (vi)          any
other documents that Buyer may reasonably request such Seller to deliver to
Custodian from time to time with respect to any CMBS.

     

    With
respect to each Purchased Asset that is a CRE CDO:

     

    (i)           With
respect to any (A) CRE CDO that is in physical form, the original certificate,
bond or other physical form of such CRE CDO, which shall (1) be endorsed (either
on the face thereof or pursuant to a separate allonge) by the most recent
endorsee prior to such Seller, without recourse, to the order of such Seller and
further reflect a complete, unbroken chain of endorsement from the originator to
such Seller and (2) be accompanied by a separate allonge pursuant to which such
Seller has endorsed such certificate, without recourse, in blank, or, (B) with
respect to any CRE CDO registered with DTC, evidence of re-registration to the
securities intermediary in Buyer’s name denoting same with a “repo”
code;

     

    (ii)           to
the extent in such Seller’s possession or reasonably obtainable by such Seller,
true and correct copies of the indenture and all other material documents
(including, without limitation, opinions of counsel) or agreements related to
the creation or issuance of the CRE CDO or otherwise affecting the rights
(including, without limitation, the security interests) of any holder
thereof;

     

    
      
        
        

      

      
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    (iii)          to
the extent in such Seller’s possession or reasonably obtainable by such Seller,
as applicable, true and correct copies of any assignment, assumption,
modification, consolidation or extension made prior to the Purchase Date in
respect of any document or agreement referred to in clause (ii) above, in each
case, if the document or agreement being assigned, assumed, modified,
consolidated or extended is recordable, with evidence of recording thereon
(unless the particular item has not been returned from the applicable recording
office);

     

    (iv)          as
applicable, an original assignment of each agreement referred to in clause (iii)
above, in recordable form if the agreement being assigned is a recordable
document, executed in blank by such Seller;

     

    (v)           with
respect to any CRE CDO that is in physical form, a blank endorsement which, when
properly completed and delivered, is sufficient to cause Buyer to become the
registered holder of the CRE CDO; and

     

    (vi)          any
other documents that Buyer may reasonably request such Seller to deliver to
Custodian from time to time with respect to any CRE CDO.

     

    With
respect to each Purchased Asset that is of the type described in clause (viii)
of the definition of Eligible Asset:  any of the documentation
referred to above in this Article 7(b) or other
documentation with respect to such Eligible Asset that is determined by Buyer to
be necessary to effectuate the sale, transfer, conveyance and assignment of such
Eligible Asset.

     

    From time
to time, the applicable Seller shall forward to the Custodian additional
original documents or additional documents evidencing any assumption,
modification, consolidation or extension of a Purchased Asset approved in
accordance with the terms of this Agreement, and upon receipt of any such other
documents, the Custodian shall hold such other documents as Buyer shall request
from time to time.  With respect to any documents that have been
delivered or are being delivered to recording offices for recording and have not
been returned to such Seller in time to permit their delivery hereunder at the
time required, in lieu of delivering such original documents, such Seller shall
deliver to Buyer a true copy thereof with an officer’s certificate certifying
that such copy is a true, correct and complete copy of the original, which has
been transmitted for recordation.  The applicable Seller shall deliver
such original documents to the Custodian promptly when they are
received.  With respect to all of the Purchased Assets delivered by a
Seller to Buyer or its designee (including the Custodian), such Seller shall
execute an omnibus power of attorney substantially in the form of Exhibit V attached
hereto irrevocably appointing Buyer its attorney-in-fact with full power to (i)
complete and record each assignment of mortgage, (ii) complete the endorsement
of each Mortgage Note or Mezzanine Note, (iii) take any action (including
exercising voting and/or consent rights) with respect to CMBS, Junior Interests,
or intercreditor or participation agreements, (iv) the preparation and filing,
in form and substance satisfactory to Buyer, of such financing statements,
continuation statements, and other UCC forms, as Buyer may from time to time,
reasonably consider necessary to create, perfect, and preserve Buyer’s security
interest in the Purchased Assets, and (v) take such other steps as may be
necessary or desirable to enforce Buyer’s rights against, under or with respect
to such Purchased Assets and the related Purchased Asset Files and the Servicing
Records.  Buyer shall deposit the Purchased Asset Files representing
the Purchased Assets, or direct that the Purchased Asset Files be deposited
directly, with the Custodian.  The Purchased Asset Files shall be
maintained in accordance with the Custodial Agreement.  Any Purchased
Asset Files not delivered to Buyer or its designee (including the Custodian) are
and shall be held in trust by the applicable Seller or its designee for the
benefit of Buyer as the owner thereof.  Such Seller or its designee
shall maintain a copy of the Purchased Asset File and the originals of the
Purchased Asset File not delivered to Buyer or its designee.  The
possession of the Purchased Asset File by the applicable Seller or its designee
is at the will of Buyer for the sole purpose of servicing the related Purchased
Asset, and such retention and possession by such Seller or its designee is in a
custodial capacity only.  The books and records (including, without
limitation, any computer records or tapes) of such Seller or its designee shall
be marked appropriately to reflect clearly the sale of the related Purchased
Asset to Buyer.  The applicable Seller or its designee (including the
Custodian) shall release its custody of the Purchased Asset File only in
accordance with written instructions from Buyer, unless such release is required
as incidental to the servicing of the Purchased Assets, is in connection with a
repurchase of any Purchased Asset by such Seller or as otherwise required by
law.

     

    
      
        
        

      

      
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    (c)           Upon
the occurrence and during the continuation of an Event of Default, subject to
the provisions of the Purchased Asset Documents, Buyer shall be entitled to
exercise all voting and corporate rights with respect to the Purchased Assets
without regard to the applicable Seller’s instructions (including, but not
limited to, if an Act of Insolvency shall occur with respect to such Seller, to
the extent such Seller controls or is entitled to control selection of any
servicer, Buyer may transfer any or all of such servicing to an entity
satisfactory to Buyer).  The applicable Seller shall give prior
written notice to Buyer of its intention to exercise any voting or corporate
rights with respect to a Purchased Asset that could materially impair the Market
Value of the Purchased Asset.

     

    (d)           Notwithstanding
the provisions of Article 7(b) above
requiring the execution of the Custodial Delivery and corresponding delivery of
the Purchased Asset File to the Custodian on or prior to the related Purchase
Date, with respect to each Transaction involving a Purchased Asset that is
identified in the related Confirmation as a “Table Funded” Transaction, the
applicable Seller shall, in lieu of effectuating the delivery of all or a
portion of the Purchased Asset File on or prior to the related Purchase Date,
(i) deliver to the Custodian by facsimile on or before the related Purchase Date
for the Transaction (A) the promissory note(s), original stock certificate or
participation certificate in favor of such Seller evidencing the making of the
Purchased Asset, with such Seller’s endorsement of such instrument to Buyer, (B)
the mortgage, security agreement or similar item creating the security interest
in the related collateral and the applicable assignment document evidencing the
transfer to Buyer, (C) such other components of the Purchased Asset File as
Buyer may require on a case by case basis with respect to the particular
Transaction, and (D) evidence satisfactory to Buyer that all documents necessary
to perfect such Seller’s (and, by means of assignment to Buyer on the Purchase
Date, Buyer’s) interest in the Collateral for the Purchased Asset, and (ii) not
later than the third (3rd)
Business Day following the Purchase Date, deliver to Buyer the Custodial
Delivery and to the Custodian the entire Purchased Asset File.

     

    
      
        
        

      

      
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    ARTICLE
8.

    SALE,
TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS

     

    (a)           Title
to all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and
Buyer shall have free and unrestricted use of all Purchased Assets, subject,
however, to the terms of this Agreement.  Nothing in this Agreement or
any other Transaction Document shall preclude Buyer from engaging in repurchase
transactions with the Purchased Assets or otherwise selling, transferring,
pledging, repledging, hypothecating, or rehypothecating the Purchased Assets,
but no such transaction shall relieve Buyer of its obligations to transfer the
Purchased Assets to Sellers pursuant to Article 3 of this
Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income
to the obligations of, Sellers pursuant to Article 5
hereof.

     

    (b)           Nothing
contained in this Agreement or any other Transaction Document shall obligate
Buyer to segregate any Purchased Assets delivered to Buyer by a
Seller.  Notwithstanding anything to the contrary in this Agreement or
any other Transaction Document, no Purchased Asset shall remain in the custody
of a Seller or an Affiliate of a Seller.

     

    ARTICLE
9.

    RESERVED

     

     

    ARTICLE
10.

    REPRESENTATIONS
AND WARRANTIES

     

    (a)           Buyer
and each Seller represents and warrants to the other that (i) it is duly
authorized to execute and deliver this Agreement, to enter into Transactions
contemplated hereunder and to perform its obligations hereunder and has taken
all necessary action to authorize such execution, delivery and performance, (ii)
it will engage in such Transactions as principal (or, if agreed in writing, in
the form of an annex hereto or otherwise, in advance of any Transaction by the
other party hereto, as agent for a disclosed principal), (iii) the person
signing this Agreement on its behalf is duly authorized to do so on its behalf
(or on behalf of any such disclosed principal), (iv) it has obtained all
authorizations of any governmental body required in connection with this
Agreement and the Transactions hereunder and such authorizations are in full
force and effect and (v) the execution, delivery and performance of this
Agreement and the Transactions hereunder will not violate any law, ordinance or
rule applicable to it or its organizational documents or any agreement by which
it is bound or by which any of its assets are affected.  On the
Purchase Date for any Transaction for the purchase of any Purchased Assets by
Buyer from any Seller and any Transaction thereunder and covenants that at all
times while this Agreement and any Transaction thereunder is in effect, Buyer
and each Seller shall each be deemed to repeat all the foregoing representations
made by it.

     

    (b)           In
addition to the representations and warranties in subsection (a) above, each
Seller represents and warrants to Buyer as of the date of this Agreement and
will be deemed to represent and warrant to Buyer as of the Purchase Date for the
purchase of any Purchased Assets by Buyer from each Seller and any Transaction
thereunder and covenants that at all times while this Agreement and any
Transaction thereunder is in effect, unless otherwise stated
herein:

     

    
      
        
        

      

      
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    (i)           Organization.  Seller
is duly organized, validly existing and in good standing under the laws and
regulations of the jurisdiction of Seller’s incorporation or organization, as
the case may be, and is duly licensed, qualified, and in good standing in every
state where such licensing or qualification is necessary for the transaction of
Seller’s business, except where failure to so qualify could not be reasonably
likely to have a Material Adverse Effect.  Seller has the power to own
and hold the assets it purports to own and hold, and to carry on its business as
now being conducted and proposed to be conducted, and has the power to execute,
deliver, and perform its obligations under this Agreement and the other
Transaction Documents.

     

    (ii)          Due Execution;
Enforceability.  The Transaction Documents have been or will be
duly executed and delivered by Seller, for good and valuable
consideration.  The Transaction Documents constitute the legal, valid
and binding obligations of Seller, enforceable against Seller in accordance with
their respective terms subject to bankruptcy, insolvency, and other limitations
on creditors’ rights generally and to equitable principles.

     

    (iii)         Ability to
Perform.  Seller does not believe, nor does it have any reason
or cause to believe, that it cannot perform each and every covenant contained in
the Transaction Documents applicable to it to which it is a party.

     

    (iv)         Non-Contravention.  Neither
the execution and delivery of the Transaction Documents, nor consummation by
Seller of the transactions contemplated by the Transaction Documents (or any of
them), nor compliance by Seller with the terms, conditions and provisions of the
Transaction Documents (or any of them) will conflict with or result in a breach
of any of the terms, conditions or provisions of (i) the organizational
documents of Seller, (ii) any contractual obligation to which Seller is now a
party or the rights under which have been assigned to Seller or the obligations
under which have been assumed by Seller or to which the assets of Seller are
subject or constitute a default thereunder, or result thereunder in the creation
or imposition of any lien upon any of the assets of Seller, other than pursuant
to the Transaction Documents, any judgment or order, writ, injunction, decree or
demand of any court applicable to Seller, or (iv) any applicable Requirement of
Law, in the case of clauses (ii)-(iv) above, to the extent that such conflict or
breach would have a Material Adverse Effect upon Seller’s ability to perform its
obligations hereunder.

     

    (v)          Litigation; Requirements of
Law.  As of the date hereof and as of the Purchase Date for any
Transaction hereunder, there is no action, suit, proceeding, investigation, or
arbitration pending or, to the best knowledge of Seller, threatened against
Seller, any Affiliate of Seller or any of their respective assets, nor is there
any action, suit, proceeding, investigation, or arbitration pending or
threatened against Seller or any Affiliate of Seller that may result in any
Material Adverse Effect.  Seller is in compliance in all material
respects with all Requirements of Law.  Neither Seller nor any of its
Affiliates is in default in any material respect with respect to any judgment,
order, writ, injunction, decree, rule or regulation of any arbitrator or
Governmental Authority.

     

    
      
        
        

      

      
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    (vi)         No
Broker.  Seller has not dealt with any broker, investment
banker, agent, or other Person (other than Buyer or an Affiliate of Buyer) who
may be entitled to any commission or compensation in connection with the sale of
Purchased Assets pursuant to any of the Transaction Documents.

     

    (vii)        Good Title to Purchased
Assets.  Immediately prior to the purchase of any Purchased
Assets by Buyer from Seller, such Purchased Assets are free and clear of any
lien, encumbrance or impediment to transfer (including any “adverse claim” as
defined in Article 8-102(a)(1) of the UCC), and Seller is the record and
beneficial owner of and has good and marketable title to and the right to sell
and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased
Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of any
adverse claim.  In the event the related Transaction is
recharacterized as a secured financing of the Purchased Assets, the provisions
of this Agreement are effective to create in favor of the Buyer a valid security
interest in all rights, title and interest of Seller in, to and under the
Purchased Assets and the Buyer shall have a valid, perfected first priority
security interest in the Purchased Assets (and without limitation on the
foregoing, the Buyer, as entitlement holder, shall have a “security entitlement”
to the Purchased Assets).

     

    (viii)       No Decline in Market Value;
No Margin Deficit; No Defaults.  Seller is not aware of any
post-Transaction facts or circumstances that are reasonably likely to cause or
have caused the Market Value of any Purchased Asset to decline.  No
Margin Deficit exists and no Default or Event of Default has occurred or exists
under or with respect to the Transaction Documents.

     

    (ix)          Responsible
Officers.  The responsible officers of Seller are listed on,
and true signatures of such responsible officers are set forth on, Exhibit II attached
to this Agreement.

     

    (x)           Representations and
Warranties Regarding Purchased Assets; Delivery of Purchased Asset
File.

     

    (A)          As
of the date hereof, Seller has not assigned, pledged, or otherwise conveyed or
encumbered any Purchased Asset to any other Person, and immediately prior to the
sale of such Purchased Asset to Buyer, Seller was the sole owner of such
Purchased Asset and had good and marketable title thereto, free and clear of all
liens, in each case except for (1) liens to be released simultaneously with the
sale to Buyer hereunder and (2) liens granted by Seller in favor of the
counterparty to any Hedging Transaction, solely to the extent such liens are
expressly subordinate to the rights and interests of Buyer
hereunder.

     

    (B)           The
provisions of this Agreement and the related Confirmation are effective to
either constitute a sale of Purchased Items to Buyer or to create in favor of
Buyer a legal, valid and enforceable security interest in all right, title and
interest of Seller in, to and under the Purchased Items.

     

    
      
        
        

      

      
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    (C)           Upon
receipt by the Custodian of each Mortgage Note, Mezzanine Note, B-Note or Junior
Interest certificate, endorsed in blank by a duly authorized officer of Seller,
either a purchase shall have been completed by Buyer of such Mezzanine Note,
B-Note or Junior Interest certificate, as applicable, or Buyer shall have a
valid and fully perfected first priority security interest in all right, title
and interest of Seller in the Purchased Items described therein.

     

    (D)           Each
of the representations and warranties made in respect of the Purchased Assets
pursuant to Exhibit
VI are true, complete and correct, except to the extent disclosed in a
Requested Exceptions Report.

     

    (E)           Upon
the filing of financing statements on Form UCC-1 naming Buyer as “Secured Party”,
Seller as “Debtor” and
describing the Purchased Items, in the jurisdiction and recording office listed
on Exhibit XI
attached hereto, the security interests granted hereunder in that portion of the
Purchased Items which can be perfected by filing under the Uniform Commercial
Code will constitute fully perfected security interests under the Uniform
Commercial Code in all right, title and interest of Seller in, to and under such
Purchased Items.

     

    (F)           Upon
execution and delivery of the Depository Agreement, Buyer shall either be the
owner of, or have a valid and fully perfected first priority security interest
in, the “investment property” and all “deposit accounts” (each as defined in the
Uniform Commercial Code) comprising Purchased Items or any after-acquired
property related to such Purchased Items.  Except to the extent
disclosed in a Requested Exceptions Report, Seller or its designee is in
possession of a complete, true and accurate Purchased Asset File with respect to
each Purchased Asset, except for such documents the originals of which have been
delivered to the Custodian.

     

    (xi)           Adequate Capitalization; No
Fraudulent Transfer.  Seller has, as of such Purchase Date,
adequate capital for the normal obligations foreseeable in a business of its
size and character and in light of its contemplated business
operations.  Seller is generally able to pay, and as of the date
hereof is paying, its debts as they come due.  Seller has not become,
or is presently, financially insolvent nor will Seller be made insolvent by
virtue of Seller’s execution of or performance under any of the Transaction
Documents within the meaning of the bankruptcy laws or the insolvency laws of
any jurisdiction.  Seller has not entered into any Transaction
Document or any Transaction pursuant thereto in contemplation of insolvency or
with intent to hinder, delay or defraud any creditor.

     

    
      
        
        

      

      
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    (xii)          No Conflicts or
Consents.  Neither the execution and delivery of this Agreement
and the other Transaction Documents by Seller, nor the consummation of any of
the transactions by it herein or therein contemplated, nor compliance with the
terms and provisions hereof or with the terms and provisions thereof, will
contravene or conflict with or result in the creation or imposition of (or the
obligation to create or impose) any lien upon any of the property or assets of
Seller pursuant to the terms of any indenture, mortgage, deed of trust, or other
agreement or instrument to which Seller is a party or by which Seller may be
bound, or to which Seller may be subject, other than liens created pursuant to
the Transaction Documents.  No consent, approval, authorization, or
order of any third party is required in connection with the execution and
delivery by Seller of the Transaction Documents to which it is a party or to
consummate the transactions contemplated hereby or thereby which has not already
been obtained.

     

    (xiii)         Governmental
Approvals.  No order, consent, approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by,
any Governmental Authority is required to authorize, or is required in
connection with, the execution, delivery and performance of any Transaction
Document to which Seller is or will be a party, (ii) the legality, validity,
binding effect or enforceability of any such Transaction Document against Seller
or (iii) the consummation of the transactions contemplated by this Agreement
(other than the filing of certain financing statements in respect of certain
security interests).

     

    (xiv)         Organizational
Documents.  Seller has delivered to Buyer certified copies of
its organization documents, together with all amendments thereto, if
any.

     

    (xv)          No
Encumbrances.  There are (i) no outstanding rights, options,
warrants or agreements on the part of Seller for a purchase, sale or issuance,
in connection with the Purchased Assets, (ii) no agreements on the part of
Seller to issue, sell or distribute the Purchased Assets, and (iii) no
obligations on the part of Seller (contingent or otherwise) to purchase, redeem
or otherwise acquire any securities or interest therein, except as contemplated
by the Transaction Documents.

     

    (xvi)         Federal
Regulations.  Seller is not required to register as an
“investment company,” or a company “controlled by an investment company,” within
the meaning of the Investment Company Act of 1940, as amended.  Seller
is not a “holding company,” or a “subsidiary company of a holding company,” or
an “affiliate” of either a “holding company” or a “subsidiary company of a
holding company,” as such terms are defined in the Public Utility Holding
Company Act of 2005, as amended.

     

    (xvii)        Taxes.  Seller
has filed or caused to be filed all tax returns that, to the knowledge of
Seller, would be delinquent if they had not been filed on or before the date
hereof and has paid all taxes shown to be due and payable on or before the date
hereof on such returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it and any of its
assets by any Governmental Authority except for any such taxes as (A) are being
appropriately contested in good faith by appropriate proceedings diligently
conducted and with respect to which adequate reserves have been provided in
accordance with GAAP or (B) are de minimis in amount; no tax
liens have been filed against any of Seller’s assets and, no claims are being
asserted with respect to any such taxes, fees or other charges.

     

    (xviii)       Judgments/Bankruptcy.  Except
as disclosed in writing to Buyer, there are no judgments against Seller
unsatisfied of record or docketed in any court located in the United States of
America and no Act of Insolvency has ever occurred with respect to
Seller.

     

    
      
        
        

      

      
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    (xix)          Solvency.  Neither
the Transaction Documents nor any Transaction thereunder are entered into in
contemplation of insolvency or with intent to hinder, delay or defraud any of
Seller’s creditors.  The transfer of the Purchased Assets subject
hereto and the obligation to repurchase such Purchased Assets is not undertaken
with the intent to hinder, delay or defraud any of Seller’s
creditors.  As of the Purchase Date, Seller is not insolvent within
the meaning of 11 U.S.C. Section 101(32) or any successor provision thereof and
the transfer and sale of the Purchased Assets pursuant hereto and the obligation
to repurchase such Purchased Asset (i) will not cause the liabilities of Seller
to exceed the assets of Seller, (ii) will not result in Seller having
unreasonably small capital, and (iii) will not result in debts that would be
beyond Seller’s ability to pay as the same mature.  No petition in
bankruptcy has been filed against Seller in the last ten (10) years, and Seller
has not in the last ten (10) years made an assignment for the benefit of
creditors or taken advantage of any debtors relief laws.  Seller has
only entered into agreements on terms that would be considered arm’s length and
otherwise on terms consistent with other similar agreements with other similarly
situated entities.  On the Purchase Date for each Transaction, the
Buyer shall be deemed to repeat all of the foregoing representations made by
it.

     

    (xx)           Use of Proceeds; Margin
Regulations.  All proceeds of each Transaction shall be used by
Seller for purposes permitted under Seller’s governing documents, provided that no part
of the proceeds of any Transaction will be used by Seller to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock.  Neither the entering into of any
Transaction nor the use of any proceeds thereof will violate, or be inconsistent
with, any provision of Regulation T, U or X of the Board of Governors of the
Federal Reserve System.

     

    (xxi)          Full and Accurate
Disclosure.  No information contained in the Transaction
Documents, or any written statement furnished by or on behalf of Seller pursuant
to the terms of the Transaction Documents, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made.

     

    (xxii)         Financial
Information.  All financial data concerning Seller and the
Purchased Assets that has been delivered by or on behalf of Seller to Buyer is
true, complete and correct in all material respects.  All financial
data concerning Seller has been prepared fairly in accordance with
GAAP.  All financial data concerning the Purchased Assets has been
prepared in accordance with standard industry practices.  Since the
delivery of such data, except as otherwise disclosed in writing to Buyer, there
has been no change in the financial position of Seller or the Purchased Assets,
or in the results of operations of Seller, which change is reasonably likely to
have a Material Adverse Effect on Seller.

     

    
      
        
        

      

      
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    (xxiii)        Hedging
Transactions.  To the actual knowledge of Seller, as of the
Purchase Date for any Purchased Asset that is subject to a Hedging Transaction,
each such Hedging Transaction is in full force and effect in accordance with its
terms, each counterparty thereto is an Affiliated Hedge Counterparty or a
Qualified Hedge Counterparty, and no “Termination Event”, “Event of Default”,
“Potential Event of Default” or any similar event, however denominated, has
occurred and is continuing with respect thereto.

     

    (xxiv)        Servicing
Agreements.  Seller has delivered to Buyer all Servicing
Agreements pertaining to the Purchased Assets and to the actual knowledge of
Seller, as of the date of this Agreement and as of the Purchase Date for the
purchase of any Purchased Assets subject to a Servicing Agreement, each such
Servicing Agreement is in full force and effect in accordance with its terms and
no default or event of default exists thereunder.

     

    (xxv)         No
Reliance.  Seller has made its own independent decisions to
enter into the Transaction Documents and each Transaction and as to whether such
Transaction is appropriate and proper for it based upon its own judgment and
upon advice from such advisors (including without limitation, legal counsel and
accountants) as it has deemed necessary.  Seller is not relying upon
any advice from Buyer as to any aspect of the Transactions, including without
limitation, the legal, accounting or tax treatment of such
Transactions.

     

    (xxvi)        Patriot
Act.

     

    (a)           Seller
is in compliance, in all material respects, with the (i) the Trading with
the Enemy Act, as amended, and each of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) and any other applicable enabling legislation or executive order
relating thereto, and (ii) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act
of 2001).  No part of the proceeds of any Transaction will be used,
directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as
amended.

     

    (b)           Seller
agrees that, from time to time upon the prior written request of Buyer, it shall
(i) execute and deliver such further documents, provide such additional
information and reports and perform such other acts as Buyer may reasonably
request in order to insure compliance with the provisions hereof (including,
without limitation, compliance with the USA Patriot Act of 2001 and to fully
effectuate the purposes of this Agreement and (ii) provide such opinions of
counsel concerning matters relating to this Agreement as Buyer may reasonably
request; provided, however, that nothing
in this Section
9(b)(xxvi) shall be construed as requiring Buyer to conduct any inquiry
or decreasing Seller’s responsibility for its statements, representations,
warranties or covenants hereunder.  In order to enable Buyer and its
Affiliates to comply with any anti-money laundering program and related
responsibilities including, but not limited to, any obligations under the USA
Patriot Act of 2001 and regulations thereunder, Seller on behalf of itself and
its Affiliates makes the following representations and covenants to Buyer and
its Affiliates (for purposes of this Section 9(b)(xxvi),
the “Seller
Entities”) that neither Seller, nor, to Seller’s actual knowledge, any of
its Affiliates, is a Prohibited Investor, and Seller is not acting on behalf of
or for the benefit of any Prohibited Investor.  Seller agrees to
promptly notify Buyer or a person appointed by Buyer to administer their
anti-money laundering program, if applicable, of any change in information
affecting this representation and covenant.

     

    
      
        
        

      

      
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    (xxvii)       Environmental
Matters.

     

    (a)           No
properties owned or leased by Seller and no properties formerly owned or leased
by Seller, its predecessors, or any former Subsidiaries or predecessors thereof
(the “Properties”),
contain, or have previously contained, any Materials of Environmental Concern in
amounts or concentrations which constitute or constituted a violation of, or
reasonably could be expected to give rise to liability under, Environmental
Laws;

     

    (b)           Seller
is in compliance with all applicable Environmental Laws, and there is no
violation of any Environmental Laws which reasonably would be expected to
interfere with the continued operations of Seller;

     

    (c)           Seller
has not received any notice of violation, alleged violation, non-compliance,
liability or potential liability under any Environmental Law, nor does Seller
have knowledge that any such notice will be received or is being
threatened;

     

    (d)           Materials
of Environmental Concern have not been transported or disposed by Seller in
violation of, or in a manner or to a location which reasonably would be expected
to give rise to liability under, any applicable Environmental Law, nor has
Seller generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that reasonably would be expected to
give rise to liability under, any applicable Environmental Law;

     

    (e)           No
judicial proceedings or governmental or administrative action is pending, or, to
the knowledge of Seller, threatened, under any Environmental Law which Seller is
or will be named as a party, nor are there any consent decrees or other decrees,
consent orders, administrative orders or other orders, or other administrative
or judicial requirements arising out of judicial proceedings or governmental or
administrative actions, outstanding under any Environmental Law to which Seller
is a party;

     

    
      
        
        

      

      
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    (f)           There
has been no release or threat of release of Materials of Environmental Concern
in violation of or in amounts or in a manner that reasonably would be expected
to give rise to liability under any Environmental Law for which Seller may
become liable; and

     

    (g)           Each
of the representations and warranties set forth in the preceding clauses (a)
through (f) is true and correct with respect to each parcel of real property
owned or operated by Seller.

     

    (xxviii)      Insider.  Seller
is not an “executive officer,” “director,” or “person who directly or indirectly
or acting through or in concert with one or more persons owns, controls, or has
the power to vote more than 10% of any class of voting securities” (as those
terms are defined in 12 U.S.C. § 375(b) or in regulations promulgated pursuant
thereto) of Buyer, of a bank holding company of which Buyer is a Subsidiary, or
of any Subsidiary, of a bank holding company of which Buyer is a Subsidiary, of
any bank at which Buyer maintains a correspondent account or of any lender which
maintains a correspondent account with Buyer

     

    (xxix)         Office of Foreign Assets
Control.  Seller is not a person (i) whose property or interest
in property is blocked or subject to blocking pursuant to Section 1 of Executive
Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg.
49079 (2001)), (ii) who engages in any dealings or transactions prohibited by
Section 2 of such executive order, or to the best of Seller’s knowledge, is
otherwise associated with any such person in any manner in violation of Section
2 of such executive order, or (iii) on the current list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other U.S. Department of Treasury’s Office of Foreign Assets Control
regulation or executive order.

     

    (xxx)          Notice Address; Jurisdiction
of Organization.  On the date of this Agreement, Seller’s
address for notices is as specified on Annex I.  Capital Trust Inc.’s
jurisdiction of organization is Maryland and CT BSI Funding Corp.’s jurisdiction
of organization is Delaware.  The location where Seller keeps its
books and records, including all computer tapes and records relating to the
Collateral and Purchased Items, is its notice address.  Seller may
change its address for notices and for the location of its books and records by
giving Buyer written notice of such change.

     

    (xxxi)         Anti-Money Laundering
Laws.  Seller either (1) is entirely exempt from or (2) has
otherwise fully complied with all applicable anti-money laundering laws and
regulations (collectively, the “Anti-Money Laundering
Laws”), by (A) establishing an adequate anti-money laundering compliance
program as required by the Anti-Money Laundering Laws, (B) conducting the
requisite due diligence in connection with the origination of each Purchased
Asset for purposes of the Anti-Money Laundering Laws, including with respect to
the legitimacy of the related obligor (if applicable) and the origin of the
assets used by such obligor to purchase the property in question, and
(C) maintaining sufficient information to identify the related obligor (if
applicable) for purposes of the Anti-Money Laundering Laws.

     

    
      
        
        

      

      
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    (xxxii)        Ownership.  CT
BSI Funding Corp. is and shall remain at all times a wholly owned subsidiary of
Capital Trust, Inc..

     

    ARTICLE
11.

    NEGATIVE
COVENANTS OF EACH SELLER

     

    On and as
of the date hereof and each Purchase Date and until this Agreement is no longer
in force with respect to any Transaction, neither Seller shall, without the
prior written consent of Buyer:

     

    (a)           take
any action that would directly or indirectly impair or adversely affect Buyer’s
title to the Purchased Assets;

     

    (b)           transfer,
assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of,
or pledge or hypothecate, directly or indirectly, any interest in the Purchased
Assets (or any of them) to any Person other than Buyer, or engage in repurchase
transactions or similar transactions with respect to the Purchased Assets (or
any of them) with any Person other than Buyer;

     

    (c)           modify
in any material respect any Servicing Agreements to which it is a party, without
the consent of Buyer in its sole and absolute discretion;

     

    (d)           create,
incur or permit to exist any lien, encumbrance or security interest in or on any
of the Purchased Assets, the other Collateral or Purchased Items, other than the
security interest granted by Sellers pursuant to Article 6 of this
Agreement;

     

    (e)           create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, except for the following,
hereinafter referred to as the “Permitted
Liens”:

     

    (i)           Liens
for taxes not yet due or which are being contested in good faith by appropriate
proceedings, provided, that
adequate reserves with respect thereto are maintained on the books of the
related borrower or its subsidiaries, as the case may be, in conformity with
GAAP; and

     

    (ii)          Liens
created pursuant to the Transaction Documents;

     

    (f)           enter
into any transaction of merger or consolidation or amalgamation, that is likely
to have a material adverse effect on the creditworthiness or financial condition
of Seller, or liquidate, wind up or dissolve itself (or suffer any liquidation,
winding up or dissolution), sell all or substantially all of its assets without
the consent of Buyer in its sole and absolute discretion;

     

    (g)           consent
or assent to any amendment or supplement to, or termination of, any note, loan
agreement, mortgage or guarantee relating to the Purchased Assets or other
agreement or instrument relating to the Purchased Assets other than in
accordance with Article
27;

     

    
      
        
        

      

      
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    (h)           permit
the organizational documents or organizational structure of either Seller to be
amended without the prior written consent of Buyer in its sole and absolute
discretion;

     

    (i)           
acquire or maintain any right or interest in any Purchased Asset or Underlying
Mortgaged Property that is senior to or pari passu with the rights
and interests of Buyer therein under this Agreement and the other Transaction
Documents unless such right or interest becomes a Purchased Asset
hereunder;

     

    (j)           
use any part of the proceeds of any Transaction hereunder for any purpose which
violates, or would be inconsistent with, the provisions of Regulation T, U or X
of the Board of Governors of the Federal Reserve System;

     

    (k)           enter
into any Hedging Transaction with respect to any Purchased Asset with any entity
that is not an Affiliated Hedge Counterparty or a Qualified Hedge
Counterparty;

     

    (l)           
permit Seller to commit to or enter into (i) any Transaction hereunder, (ii) the
purchase of any other asset, or (iii) incur any Senior Recourse Indebtedness
that is senior to or pari
passu with the obligations of Seller under this Agreement or any other
Transaction Document, in the event that the ratio of Seller’s Liquidity to
Senior Recourse Indebtedness is less than five percent (5.00%);

     

    (m)          permit
Seller’s EBITDA to Fixed Charge Ratio as of the last day of any fiscal quarter
to be less than 1.20:1.00;

     

    (n)           permit
Seller’s ratio of Total Indebtedness to Tangible Net Worth at any time to be
greater than 10.00:1.00;

     

    (o)           permit
Seller’s ratio of Total Non-Securitized Indebtedness to Tangible Net Worth at
any time to be greater than 4.00:1.00; and

     

    (p)           permit
Seller’s Tangible Net Worth at any time to be less than
$360,500,000.

     

    Compliance
with covenants (l) through (p) in this Article 11 must be
evidenced by financial statements and by a compliance certificate furnished
together therewith as further provided in Article 12(j)(ii)
below, and compliance with all such covenants are subject to verification by
Buyer.  All of the financial tests and covenants in this Agreement
will be measured based on the consolidated position of Capital Trust, Inc. and
its Subsidiaries; provided, however, that Section 11(e) shall
apply only to CT BSI Funding Corp.

     

    ARTICLE
12.

    AFFIRMATIVE
COVENANTS OF EACH SELLER

     

    (a)           Seller
shall promptly notify Buyer of any material adverse change in its business
operations and/or financial condition; provided, however, that nothing
in this Article
12 shall relieve Seller of its obligations under this
Agreement.

     

    
      
        
        

      

      
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    (b)           Seller
shall provide Buyer with copies of such documents as Buyer may reasonably
request evidencing the truthfulness of the representations set forth in Article
10.

     

    (c)           Seller
shall (1) shall defend the right, title and interest of Buyer in and to the
Collateral and Purchased Items against, and take such other action as is
necessary to remove, the Liens, security interests, claims and demands of all
Persons (other than security interests by or through Buyer) and (2) at Buyer’s
reasonable request, take all action necessary to ensure that Buyer will have a
first priority security interest in the Purchased Assets subject to any of the
Transactions in the event such Transactions are recharacterized as secured
financings.

     

    (d)           Seller
shall notify Buyer and the Depository of the occurrence of any Default or Event
of Default with respect to Seller as soon as possible but in no event later than
the immediately succeeding Business Day after obtaining actual knowledge of such
event.

     

    (e)           Seller
shall cause the special servicer rating of the special servicer with respect to
all mortgage loans underlying Purchased Assets to be no lower than “average” by
S&P to the extent Seller controls or is entitled to control the selection of
the special servicer.  In the event the special servicer rating with
respect to any Person acting as special servicer for any mortgage loans
underlying Purchased Assets shall be below “average” by S&P, or if an Act of
Insolvency occurs with respect to Seller, Buyer shall be entitled to transfer
special servicing with respect to all Purchased Assets to an entity satisfactory
to Buyer, to the extent Seller controls or is entitled to control the selection
of the special servicer.

     

    (f)           Seller
shall promptly (and in any event not later than two (2) Business Days following
receipt) deliver to Buyer (i) any notice of the occurrence of an event of
default under or report received by Seller pursuant to the Purchased Asset
Documents; (ii) any notice of transfer of servicing under the Purchased Asset
Documents and (iii) any other information with respect to the Purchased Assets
that may be requested by Buyer from time to time.

     

    (g)           Seller
will permit Buyer or its designated representative to inspect Seller’s records
with respect to the Collateral and the Purchased Items and the conduct and
operation of its business related thereto upon reasonable prior written notice
from Buyer or its designated representative, at such reasonable times and with
reasonable frequency, and to make copies of extracts of any and all thereof,
subject to the terms of any confidentiality agreement between Buyer and
Seller.  Buyer shall act in a commercially reasonable manner in
requesting and conducting any inspection relating to the conduct and operation
of Seller’s business.

     

    (h)           If
Seller shall at any time become entitled to receive or shall receive any rights,
whether in addition to, in substitution of, as a conversion of, or in exchange
for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the
same as Buyer’s agent, hold the same in trust for Buyer and deliver the same
forthwith to Buyer (or the Custodian, as appropriate) in the exact form
received, duly endorsed by Seller to Buyer, if required, together with an
undated bond power covering such certificate duly executed in blank to be held
by Buyer hereunder as additional collateral security for the
Transactions.  If any sums of money or property so paid or distributed
in respect of the Purchased Assets shall be received by Seller, Seller shall,
until such money or property is paid or delivered to Buyer, hold such money or
property in trust for Buyer, segregated from other funds of Seller, as
additional collateral security for the Transactions.

     

    
      
        
        

      

      
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    (i)           At
any time from time to time upon the reasonable request of Buyer, at the sole
expense of Seller, Seller will promptly and duly execute and deliver such
further instruments and documents and take such further actions as Buyer may
request for the purposes of obtaining or preserving the full benefits of this
Agreement including the first priority security interest granted hereunder and
of the rights and powers herein granted (including, among other things, filing
such UCC financing statements as Buyer may request).  If any amount
payable under or in connection with any of the Collateral or Purchased Items
shall be or become evidenced by any promissory note, other instrument or chattel
paper, such note, instrument or chattel paper shall be immediately delivered to
Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a
Purchased Item and/or Collateral, as applicable, pursuant to this Agreement, and
the documents delivered in connection herewith.

     

    (j)           Seller
shall provide, or to cause to be provided, to Buyer the following financial and
reporting information:

     

    (i)           Within
fifteen (15) calendar days after each month-end, a monthly reporting package
substantially in the form of Exhibit III-A
attached hereto (the “Monthly Reporting
Package”);

     

    (ii)          Within
forty-five (45) calendar days after the last day of each of the first three
fiscal quarters in any fiscal year, a quarterly reporting package substantially
in the form of Exhibit
III-B attached hereto (the “Quarterly Reporting
Package”);

     

    (iii)         Within
ninety (90) calendar days after the last day of its fiscal year, an annual
reporting package substantially in the form of Exhibit III-C
attached hereto (the “Annual Reporting
Package”); and

     

    (iv)         Upon
Buyer’s request:

     

    (A)           a
listing of any changes in Hedging Transactions with Qualified Hedge
Counterparties, the names of the Qualified Hedge Counterparties and the material
terms of such Hedging Transactions, delivered within ten (10) days after Buyer’s
request; and

     

    (B)           copies
of Seller’s Federal Income Tax returns, if any, delivered within thirty (30)
days after the earlier of (A) filing or (B) the last filing extension
period.

     

    (v)           Notwithstanding
anything to the contrary in Article 12, if Seller
fails to deliver the complete Monthly Reporting Package described in clause
(j)(i) above as a result of the failure of the related borrower to deliver any
information as required by the underlying loan documents, then Seller shall
immediately repurchase the related Purchased Asset at the Repurchase Price;
provided, however, that Seller
shall have a period of seven (7) calendar days from the date of delivery of the
incomplete Monthly Reporting Package to provide any missing
information.

     

    
      
        
        

      

      
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    (k)          Seller
shall make a representative available to Buyer every month for attendance at a
telephone conference, the date of which to be mutually agreed upon by Buyer and
Seller, regarding the status of each Purchased Asset, Seller’s compliance with
the requirements of Articles 11 and 12, and any other
matters relating to the Transaction Documents or Transactions that Buyer wishes
to discuss with Seller.

     

    (l)           Seller
shall at all times keep proper books of records and accounts in which full, true
and correct entries shall be made of its transactions fairly in accordance with
GAAP, and set aside on its books from its earnings for each fiscal year all such
proper reserves in accordance with GAAP.

     

    (m)         Seller
shall observe, perform and satisfy all the terms, provisions, covenants and
conditions required to be observed, performed or satisfied by it, and shall pay
when due all costs, fees and expenses required to be paid by it, under the
Transaction Documents.  Seller shall pay and discharge all taxes,
levies, liens and other charges on its assets and on the Collateral that, in
each case, in any manner would create any lien or charge upon the Collateral,
other than any such taxes that are being appropriately contested in good faith
by appropriate proceedings diligently conducted and with respect to which
adequate reserves have been provided in accordance with GAAP.

     

    (n)          Seller
will maintain records with respect to the Collateral and Purchased Items and the
conduct and operation of its business with no less a degree of prudence than if
the Collateral and Purchased Items were held by Seller for its own account and
will furnish Buyer, upon reasonable request by Buyer or its designated
representative, with reasonable information obtainable by Seller with respect to
the Collateral and Purchased Items and the conduct and operation of its
business.

     

    (o)          Seller
shall provide Buyer and its Affiliates with reasonable access plus any such
additional reports as Buyer may request.  Upon two (2) Business Days’
prior notice (unless a Default shall have occurred and is continuing, in which
case, no prior notice shall be required), during normal business hours, Seller
shall allow Buyer to review any operating statements, occupancy status and other
property level information with respect to the underlying real estate directly
or indirectly securing or supporting the Purchased Asset that either is in
Seller’s possession or is available to Seller.

     

    (p)          Seller
shall:

     

    (i)           not
(a) cause or permit any change to be made in its name, organizational
identification number, identity or corporate structure, or the places where the
books and records pertaining to the Purchased Asset are held, (b) cause or
permit the opening of any new chief executive office or the closing of any such
office of Seller, or (c) change its jurisdiction of organization, unless it
shall have provided Buyer thirty (30) days’ prior written notice of such change
and shall have first taken all action required by Buyer for the purpose of
perfecting or protecting the lien and security interest of Buyer established
hereunder;

     

    
      
        
        

      

      
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    (ii)          pay
and discharge all taxes, assessments and governmental charges or levies imposed
on it or on its income or profits or on any of its Property prior to the date on
which penalties attach thereto, except for any such tax, assessment, charge or
levy the payment of which is being contested in good faith and by proper
proceedings and against which adequate reserves are being maintained;
and

     

    (iii)         not
cause or permit any Change of Control without providing Buyer with at least ten
(10) Business Days prior written notice thereof.

     

    (q)           If
the Purchased Asset is not serviced by Buyer, then, subject to the terms of the
related Serving Agreement, Seller shall cause each servicer of the Purchased
Asset to provide to Buyer and to the Custodian via electronic transmission,
promptly upon request by Buyer a Servicing Tape for the month (or any portion
thereof) prior to the date of Buyer’s request; provided that to the
extent any servicer does not provide any such Servicing Tape, Seller shall
prepare and provide to Buyer and the Custodian via electronic transmission a
remittance report containing the servicing information that would otherwise be
set forth in the Servicing Tape; provided, further, that
regardless of whether Seller at any time delivers any such remittance report,
Seller shall at all times use commercially reasonable efforts to cause each
servicer to provide each Servicing Tape in accordance with this Article
12(q).

     

    (r)           With
respect to the Purchased Asset to be purchased hereunder, Seller shall notify
Buyer in writing of the creation of any right or interest in the Purchased Asset
or related Underlying Mortgaged Property that is senior to or pari passu with the rights
and interests that are to be transferred to Buyer under this Agreement and the
other Transaction Documents (other than those created by Buyer or Buyer’s
Affiliates), and whether any such interest will be held or obtained by Seller or
an Affiliate of Seller.

     

    (s)           Seller
shall be solely responsible for the fees and expenses of the Custodian, Servicer
and Depository.

     

    (t)           Seller
shall notify Buyer in writing of any margin call in excess of $7,500,000 that is
delivered to it under any other repurchase agreement, such notice to be provided
to Buyer as soon as possible but in no event later than the immediately
succeeding Business Day after obtaining actual knowledge of such margin
call.

     

    ARTICLE
13.

    EVENTS
OF DEFAULT; REMEDIES

     

    (a)           Each
of the following events shall constitute an “Event of Default”
under this Agreement:

     

    (i)           
any Seller shall fail to repurchase Purchased Assets upon the applicable
Repurchase Date;

     

    
      
        
        

      

      
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    (ii)           Buyer
shall fail to receive on any Remittance Date the accreted value of the Price
Differential (less any amount of such Price Differential previously paid by
Seller to Buyer) (including, without limitation, in the event the Income paid or
distributed on or in respect of the Purchased Assets is insufficient to make
such payment and Seller does not make such payment or cause such payment to be
made) (except that such failure shall not be an Event of Default by any Seller
if sufficient Income, including Principal Payments which would otherwise be
remitted to a Seller pursuant to Article 5 of this
Agreement, is on deposit in the Depository Account and the Depository fails to
remit such funds to Buyer);

     

    (iii)          any
Seller shall fail to cure any Margin Deficit, to the extent such Margin Deficit
equals or exceeds the Minimum Transfer Amount, in accordance with Article 4 of this
Agreement;

     

    (iv)          any
Seller shall fail to make any payment not otherwise addressed under this Article 13(a) owing
to Buyer that has become due, whether by acceleration or otherwise under the
terms of this Agreement, which failure is not remedied within five (5) Business
Days of notice thereof;

     

    (v)           any
Seller shall default in the observance or performance of any agreement contained
in Article 11
of this Agreement and such default shall not be cured within ten (10) Business
Days after notice by Buyer to such Seller;

     

    (vi)          an
Act of Insolvency occurs with respect to a Seller;

     

    (vii)         any
Seller shall admit to any Person its inability to, or its intention not to,
perform any of its obligations hereunder;

     

    (viii)        the
Custodial Agreement, the Depository Agreement or any other Transaction Document
or a replacement therefor acceptable to Buyer shall for whatever reason be
terminated or cease to be in full force and effect, or the enforceability
thereof shall be contested by Seller;

     

    (ix)           any
Seller shall be in default under (i) any Indebtedness of such Seller, which
default (1) involves the failure to pay a matured obligation in excess of
$5,000,000, or (2) permits the acceleration of the maturity of obligations by
any other party to or beneficiary with respect to such Indebtedness, if the
aggregate amount of the Indebtedness in respect of which such default or
defaults shall have occurred is at least $5,000,000; or (ii) any other material
contract to which such Seller is a party which default (1) involves the failure
to pay a matured obligation, or (2) permits the acceleration of the maturity of
obligations by any other party to or beneficiary of such contract if the
aggregate amount of such obligations is $5,000,000;

     

    (x)           any
Seller shall be in default under any Indebtedness of such Seller to Buyer or any
of its present or future Affiliates, which default (1) involves the failure to
pay a matured obligation, or (2) permits the acceleration of the maturity of
obligations by any other party to or beneficiary with respect to such
Indebtedness;

     

    
      
        
        

      

      
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    (xi)           (i)
any Seller or an ERISA Affiliate shall engage in any “prohibited transaction”
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan that is not exempt from such Sections of ERISA and the Code, (ii) any
material “accumulated funding deficiency” (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of such Seller or any ERISA
Affiliate, (iii) a Reportable Event (as referenced in Section 4043(b)(3) of
ERISA) shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of Buyer, likely to
result in the termination of such Plan for purposes of Title IV of ERISA, (iv)
any Plan shall terminate for purposes of Title IV of ERISA, (v) any Seller or
any ERISA Affiliate shall, or in the reasonable opinion of Buyer is likely to,
incur any liability in connection with a withdrawal from, or the insolvency or
reorganization of, a Multiemployer Plan or (vi) any other event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i)
through (vi) above, such event or condition, together with all other such events
or conditions, if any, could reasonably be expected to have a Material Adverse
Effect;

     

    (xii)          either
(A) the Transaction Documents shall for any reason not cause, or shall cease to
cause, Buyer to be the owner free of any adverse claim of any of the Purchased
Assets, and such condition is not cured by a Seller within five (5) Business
Days after notice thereof from Buyer to such Seller, or (B) if a Transaction is
recharacterized as a secured financing, and the Transaction Documents with
respect to any Transaction shall for any reason cease to create and maintain a
valid first priority security interest in favor of Buyer in any of the Purchased
Assets;

     

    (xiii)         an
“Event of Default,” “Termination Event,” “Potential Event of Default” or other
default or breach, however defined therein, occurs under any Hedging Transaction
on the part of a Seller, or the counterparty to such Seller on any such Hedging
Transaction with a Qualified Hedge Counterparty ceases to be a Qualified Hedge
Counterparty, that is otherwise not cured within any applicable cure period
thereunder or, if no cure period exists thereunder, which is not cured by such
Seller within five (5) Business Days after notice thereof from an Affiliated
Hedge Counterparty or Qualified Hedge Counterparty to such Seller;

     

    (xiv)         any
governmental, regulatory, or self-regulatory authority shall have taken any
action to remove, limit, restrict, suspend or terminate the rights, privileges,
or operations of a Seller, which suspension has a Material Adverse Effect in the
determination of Buyer and that is not cured by Seller, within fifteen (15)
Business Days after notice thereof from Buyer to Seller;

     

    (xv)          any
condition shall exist that constitutes a Material Adverse Effect in Buyer’s sole
discretion exercised in good faith and that is not cured by Seller, within three
(3) Business Days after notice thereof from Buyer to Seller;

     

    (xvi)         any
representation made by a Seller to Buyer shall have been incorrect or untrue in
any material respect when made or repeated or deemed to have been made or
repeated (other than the representations and warranties of Seller set forth in
Exhibit VI and
Article
10(b)(x)(D));

     

    
      
        
        

      

      
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    (xvii)        a
final non-appealable judgment by any competent court in the United States of
America for the payment of money in an amount greater than $5,000,000 shall have
been rendered against a Seller, and remained undischarged or unpaid for a period
of sixty (60) days, during which period execution of such judgment is not
effectively stayed by bonding over or other means acceptable to Buyer;
and

     

    (xviii)       if
any Seller shall breach or fail to perform any of the terms, covenants,
obligations or conditions of this Agreement, other than as specifically
otherwise referred to in this definition of “Event of Default”,
and such breach or failure to perform is not remedied within the earlier of
fifteen (15) days after (a) delivery of notice thereof to such Seller by Buyer,
or (b) actual knowledge on the part of such Seller of such breach or failure to
perform; provided, that, if
Buyer determines, in its sole discretion, that any such breach is capable of
being cured and such Seller is diligently and continuously pursuing such a cure
in good faith but is not able to do so on a timely basis, such Seller shall have
an additional period of time, not to exceed thirty (30) additional days, within
which to complete such cure.

     

    (b)           After
the occurrence and during the continuance of an Event of Default, each Seller
hereby appoints Buyer as attorney-in-fact of such Seller for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing or endorsing any instruments that Buyer may deem necessary or
advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest.  If an
Event of Default shall occur and be continuing with respect to such Seller, the
following rights and remedies shall be available to Buyer:

     

    (i)           At
the option of Buyer, exercised by written notice to such Seller (which option
shall be deemed to have been exercised, even if no notice is given, immediately
upon the occurrence of an Act of Insolvency with respect to such Seller), the
Repurchase Date for each Transaction hereunder shall, if it has not already
occurred, be deemed immediately to occur (the date on which such option is
exercised or deemed to have been exercised being referred to hereinafter as the
“Accelerated
Repurchase Date”).

     

    (ii)           If
Buyer exercises or is deemed to have exercised the option referred to in Article 13(b)(i) of
this Agreement:

     

    (A)          each
Seller’s obligations hereunder to repurchase all Purchased Assets shall become
immediately due and payable on and as of the Accelerated Repurchase Date;
and

     

    (B)           to
the extent permitted by applicable law, the Repurchase Price with respect to
each Transaction (determined as of the Accelerated Repurchase Date) shall be
increased by the aggregate amount obtained by daily application of, on a 360 day
per year basis for the actual number of days during the period from and
including the Accelerated Repurchase Date to but excluding the date of payment
of the Repurchase Price (as so increased), (x) the Pricing Rate for such
Transaction multiplied by (y) the Repurchase Price for such Transaction
(decreased by (I) any amounts actually remitted to Buyer by the Depository or
each Seller from time to time pursuant to Article 5 of this
Agreement and applied to such Repurchase Price, and (II) any amounts applied to
the Repurchase Price pursuant to Article 13(b)(iii) of
this Agreement); and

     

    
      
        
        

      

      
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    (C)           the
Custodian shall, upon the request of Buyer, deliver to Buyer all instruments,
certificates and other documents then held by the Custodian relating to the
Purchased Assets.

     

    (iii)           Upon
the occurrence of an Event of Default with respect to a Seller, Buyer may (A)
immediately sell, at a public or private sale in a commercially reasonable
manner and at such price or prices as Buyer may deem satisfactory any or all of
the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of
selling all or a portion of such Purchased Assets, to give Sellers credit for
such Purchased Assets in an amount equal to the Market Value of such Purchased
Assets against the aggregate unpaid Repurchase Price for such Purchased Assets
and any other amounts owing by Sellers under the Transaction
Documents.  The proceeds of any disposition of Purchased Assets
effected pursuant to this Article 13(b)(iii)
shall be applied, (u) first, to the costs and expenses incurred by Buyer in
connection with such Seller’s default; (v) second, to consequential damages,
including, but not limited to, costs of cover and/or Hedging Transactions, if
any; (w) third, to the Repurchase Price; (x) fourth, to any Breakage Costs or
any other outstanding obligation of Sellers to Buyer; and (y) fifth, to return
any excess to Sellers.

     

    (iv)           The
parties recognize that it may not be possible to purchase or sell all of the
Purchased Assets on a particular Business Day, or in a transaction with the same
purchaser, or in the same manner because the market for such Purchased Assets
may not be liquid.  In view of the nature of the Purchased Assets, the
parties agree that liquidation of a Transaction or the Purchased Assets does not
require a public purchase or sale and that a good faith private purchase or sale
shall be deemed to have been made in a commercially reasonable
manner.  Accordingly, Buyer may elect, in its sole discretion, the
time and manner of liquidating any Purchased Assets, and nothing contained
herein shall (A) obligate Buyer to liquidate any Purchased Assets on the
occurrence and during the continuance of an Event of Default or to liquidate all
of the Purchased Assets in the same manner or on the same Business Day or (B)
constitute a waiver of any right or remedy of Buyer.

     

    (v)           Each
Seller shall be liable to Buyer and its Affiliates and shall indemnify Buyer and
its Affiliates for (A) the amount of all actual out-of-pocket expenses,
including reasonable legal fees and expenses, actually incurred by Buyer in
connection with or as a consequence of an Event of Default with respect to
Seller and (B) all costs incurred by Buyer in connection with Hedging
Transactions in the event that such Seller, from and after an Event of Default,
takes any action to impede or otherwise affect Buyer’s remedies under this
Agreement.

     

    
      
        
        

      

      
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    (vi)           Buyer
shall have, in addition to its rights and remedies under the Transaction
Documents, all of the rights and remedies provided by applicable federal, state,
foreign (where relevant), and local laws (including, without limitation, if the
Transactions are recharacterized as secured financings, the rights and remedies
of a secured party under the UCC of the State of New York, to the extent that
the UCC is applicable, and the right to offset any mutual debt and claim), in
equity, and under any other agreement between Buyer and each
Seller.  Without limiting the generality of the foregoing, Buyer shall
be entitled to set off the proceeds of the liquidation of the Purchased Assets
against all of such Seller’s obligations to Buyer under this Agreement, without
prejudice to Buyer’s right to recover any deficiency.

     

    (vii)           Subject
to the notice and cure periods set forth herein, Buyer may exercise any or all
of the remedies available to Buyer immediately upon the occurrence of an Event
of Default with respect to any Seller and at any time during the continuance
thereof.  All rights and remedies arising under the Transaction
Documents, as amended from time to time, are cumulative and not exclusive of any
other rights or remedies that Buyer may have.

     

    (viii)         Buyer
may enforce its rights and remedies hereunder without prior judicial process or
hearing, and each Seller hereby expressly waives any defenses such Seller might
otherwise have to require Buyer to enforce its rights by judicial
process.  Each Seller also waives, to the extent permitted by law, any
defense such Seller might otherwise have arising from the use of nonjudicial
process, disposition of any or all of the Purchased Assets, or from any other
election of remedies.  Each Seller recognizes that nonjudicial
remedies are consistent with the usages of the trade, are responsive to
commercial necessity and are the result of a bargain at arm’s
length.

     

    ARTICLE
14.

    SINGLE
AGREEMENT

     

    Buyer and
each Seller acknowledge that, and have entered hereinto and will enter into each
Transaction hereunder in consideration of and in reliance upon the fact that,
all Transactions hereunder constitute a single business and contractual
relationship and have been made in consideration of each
other.  Accordingly, Buyer and each Seller agrees (i) to perform all
of its obligations in respect of each Transaction hereunder, and that a default
in the performance of any such obligations shall constitute a default by it in
respect of all Transactions hereunder, (ii) that each of them shall be entitled
to set off claims and apply property held by them in respect of any Transaction
against obligations owing to them in respect of any other Transactions hereunder
and (iii) that payments, deliveries and other transfers made by either of them
in respect of any Transaction shall be deemed to have been made in consideration
of payments, deliveries and other transfers in respect of any other Transactions
hereunder, and the obligations to make any such payments, deliveries and other
transfers may be applied against each other and netted.

     

    
      
        
        

      

      
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    ARTICLE
15.

    RECORDING
OF COMMUNICATIONS

     

    BUYER
AND EACH SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME TO TIME
TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF COMMUNICATIONS BETWEEN ITS
EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO TRANSACTIONS;
PROVIDED, HOWEVER, THAT SUCH
RIGHT TO RECORD COMMUNICATIONS SHALL BE LIMITED TO COMMUNICATIONS OF EMPLOYEES
TAKING PLACE ON THE TRADING FLOOR OF THE APPLICABLE PARTY.  BUYER AND
EACH SELLER HEREBY CONSENTS TO THE ADMISSIBILITY OF SUCH TAPE RECORDINGS IN ANY
COURT, ARBITRATION, OR OTHER PROCEEDINGS, AND AGREES THAT A DULY AUTHENTICATED
TRANSCRIPT OF SUCH A TAPE RECORDING SHALL BE DEEMED TO BE A WRITING CONCLUSIVELY
EVIDENCING THE PARTIES’ AGREEMENT.

     

    ARTICLE
16.

    NOTICES
AND OTHER COMMUNICATIONS

     

    Unless
otherwise provided in this Agreement, all notices, consents, approvals and
requests required or permitted hereunder shall be given in writing and shall be
effective for all purposes if hand delivered or sent by (a) hand delivery, with
proof of delivery, (b) certified or registered United States mail, postage
prepaid, (c) expedited prepaid delivery service, either commercial or United
States Postal Service, with proof of delivery or (d) by telecopier (with
answerback acknowledged) provided that such
telecopied notice must also be delivered by one of the means set forth in (a),
(b) or (c) above, to the address specified in Annex I hereto or at such other
address and person as shall be designated from time to time by any party hereto,
as the case may be, in a written notice to the other parties hereto in the
manner provided for in this Article
16.  A notice shall be deemed to have been given: (w) in the
case of hand delivery, at the time of delivery, (x) in the case of registered or
certified mail, when delivered or the first attempted delivery on a Business
Day, (y) in the case of expedited prepaid delivery upon the first attempted
delivery on a Business Day, or (z) in the case of telecopier, upon receipt of
answerback confirmation, provided that such
telecopied notice was also delivered as required in this Article
16.  A party receiving a notice that does not comply with the
technical requirements for notice under this Article may elect to waive any
deficiencies and treat the notice as having been properly given.

     

    ARTICLE
17.

    ENTIRE
AGREEMENT; SEVERABILITY

     

    This
Agreement shall supersede any existing agreements between the parties containing
general terms and conditions for repurchase transactions.  Each
provision and agreement herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement.

     

    
      
        
        

      

      
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    ARTICLE
18.

    NON-ASSIGNABILITY

     

    (a)           Subject
to Article
18(b) below, Sellers may not assign any of their respective rights or
obligations under this Agreement without the prior written consent of Buyer (not
to be unreasonably withheld or delayed) and any attempt by a Seller to assign
any of its rights or obligations under this Agreement without the prior written
consent of Buyer shall be null and void.  Buyer may, without consent
of either Seller, sell to one or more banks, financial institutions or other
entities (“Participants”)
participating interests in any Transaction, its interest in the Purchased
Assets, or any other interest of Buyer under this Agreement.  Buyer
may, at any time and from time to time, assign to any Person (an “Assignee” and
together with Participants, each a “Transferee” and
collectively, the “Transferees”) all or
any part of its rights its interest in the Purchased Assets, or any other
interest of Buyer under this Agreement.  Each Seller agrees to
cooperate with Buyer in connection with any such assignment, transfer or sale of
participating interest and to enter into such restatements of, and amendments,
supplements and other modifications to, this Agreement in order to give effect
to such assignment, transfer or sale.

     

    (b)           Title
to all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall
have free and unrestricted use of all Purchased Assets.  Nothing in
this Agreement shall preclude Buyer from engaging in repurchase transactions
with the Purchased Assets and Purchased Items or otherwise selling, pledging,
repledging, transferring, hypothecating, or rehypothecating the Purchased Assets
and Purchased Items, all on terms that Buyer may determine in its sole
discretion; provided, however, that Buyer
shall (i) transfer the Purchased Assets to the applicable Seller on the
applicable Repurchase Date free and clear of any pledge, lien, security
interest, encumbrance, charge or other adverse claim on any of the Purchased
Assets and (ii) credit Income and Principal Payments to the applicable Seller in
accordance with Article 5
hereof.  Nothing contained in this Agreement shall obligate Buyer to
segregate any Purchased Assets or Purchased Items transferred to Buyer by a
Seller.

     

    ARTICLE
19.

    GOVERNING
LAW

     

    THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.

     

    
      
        
        

      

      
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    ARTICLE
20.

    NO
WAIVERS, ETC.

     

    No
express or implied waiver of any Event of Default by either party shall
constitute a waiver of any other Event of Default and no exercise of any remedy
hereunder by any party shall constitute a waiver of its right to exercise any
other remedy hereunder.  No modification or waiver of any provision of
this Agreement and no consent by any party to a departure herefrom shall be
effective unless and until such shall be in writing and duly executed by both of
the parties hereto.  Without limitation on any of the foregoing, the
failure to give a notice pursuant to Articles 4(a) or
4(b) hereof
will not constitute a waiver of any right to do so at a later date.

     

    ARTICLE
21.

    USE
OF EMPLOYEE PLAN ASSETS

     

    (a)           If
assets of an employee benefit plan subject to any provision of ERISA are intended to
be used by either party hereto (the “Plan Party”) in a
Transaction, the Plan Party shall so notify the other party prior to the
Transaction.  The Plan Party shall represent in writing to the other
party that the Transaction does not constitute a prohibited transaction under
ERISA or is otherwise exempt therefrom, and the other party may proceed in
reliance thereon but shall not be required so to proceed.

     

    (b)           Subject
to the last sentence of subparagraph (a) of this Article 21, any such
Transaction shall proceed only if each Seller furnishes or has furnished to
Buyer its most recent available audited statement of its financial condition and
its most recent subsequent unaudited statement of its financial
condition.

     

    (c)           By
entering into a Transaction, pursuant to this Article 21, each
Seller shall be deemed (i) to represent to Buyer that since the date of such
Seller’s latest such financial statements, there has been no material adverse
change in such Seller’s financial condition that such Seller has not disclosed
to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited
statements of its financial condition as they are issued, so long as it is such
Seller in any outstanding Transaction involving a Plan Party.

     

    ARTICLE
22.

    INTENT

     

    (a)           The
parties recognize that each Transaction is a “repurchase agreement” as that term
is defined in Section 101(47) of Title 11 of the United States Code, as amended
(except insofar as the type of Assets subject to such Transaction or the term of
such Transaction would render such definition inapplicable), and a “securities
contract” as that term is defined in Section 741 of Title 11 of the United
States Code, as amended (except insofar as the type of assets subject to such
Transaction would render such definition inapplicable).

     

    
      
        
        

      

      
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    (b)           It
is understood that either party’s right to liquidate Assets delivered to it in
connection with Transactions hereunder or to exercise any other remedies
pursuant to Article
13 hereof is a contractual right to liquidate such Transaction as
described in Sections 555, 559 and 561 of Title 11 of the United States Code, as
amended.

     

    (c)           The
parties agree and acknowledge that if a party hereto is an “insured depository
institution,” as such term is defined in the Federal Deposit Insurance Act, as
amended (“FDIA”), then each
Transaction hereunder is a “qualified financial contract,” as that term is
defined in the FDIA and any rules, orders or policy statements thereunder
(except insofar as the type of assets subject to such Transaction would render
such definition inapplicable).

     

    (d)           It
is understood that this Agreement constitutes a “netting contract” as defined in
and subject to Title IV of the Federal Deposit Insurance Corporation Improvement
Act of 1991 (“FDICIA”) and each
payment entitlement and payment obligation under any Transaction hereunder shall
constitute a “covered contractual payment entitlement” or “covered contractual
payment obligation”, respectively, as defined in and subject to FDICIA (except
insofar as one or both of the parties is not a “financial
institution” as that term is defined in FDICIA).

     

    (e)           It
is understood that this Agreement constitutes a “master netting agreement” as
defined in Section 101(38A) of Title 11 of the United States Code, as amended,
and as used in Section 561 of Title 11 of the United States Code, as
amended.

     

    (f)           It
is the intention of the parties that, for U.S. Federal, state and local income
and franchise tax purposes and for accounting purposes, each Transaction
constitute a financing, and that Sellers be (except to the extent that Buyer
shall have exercised its remedies following an Event of Default) the owner of
the Purchased Assets for such purposes.  Unless prohibited by
applicable law, Sellers and Buyer agree to treat the Transactions as described
in the preceding sentence on any and all filings with any U.S. Federal, state,
or local taxing authority.

     

    ARTICLE
23.

    DISCLOSURE
RELATING TO CERTAIN FEDERAL PROTECTIONS

     

    The
parties acknowledge that they have been advised that:

     

    (a)           in
the case of Transactions in which one of the parties is a broker or dealer
registered with the Securities and Exchange Commission (“SEC”) under Section
15 of the Securities Exchange Act of 1934 (“1934 Act”), the
Securities Investor Protection Corporation has taken the position that the
provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect
the other party with respect to any Transaction hereunder;

     

    (b)           in
the case of Transactions in which one of the parties is a government securities
broker or a government securities dealer registered with the SEC under Section
15C of the 1934 Act, SIPA will not provide protection to the other party with
respect to any Transaction hereunder; and

     

    
      
        
        

      

      
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    (c)           in
the case of Transactions in which one of the parties is a financial institution,
funds held by the financial institution pursuant to a Transaction hereunder are
not a deposit and therefore are not insured by the Federal Deposit Insurance
Corporation or the National Credit Union Share Insurance Fund, as
applicable.

     

    ARTICLE
24.

    CONSENT
TO JURISDICTION; WAIVER OF JURY TRIAL

     

    (a)           Each
party irrevocably and unconditionally (i) submits to the non-exclusive
jurisdiction of any United States Federal or New York State court sitting in
Manhattan, and any appellate court from any such court, solely for the purpose
of any suit, action or proceeding brought to enforce its obligations under this
Agreement or relating in any way to this Agreement or any Transaction under this
Agreement and (ii) waives, to the fullest extent it may effectively do so, any
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court and any right of jurisdiction on account of its place of
residence or domicile.

     

    (b)           To
the extent that either party has or hereafter may acquire any immunity
(sovereign or otherwise) from any legal action, suit or proceeding, from
jurisdiction of any court or from set off or any legal process (whether service
or notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise) with respect to itself or any of
its property, such party hereby irrevocably waives and agrees not to plead or
claim such immunity in respect of any action brought to enforce its obligations
under this Agreement or relating in any way to this Agreement or any Transaction
under this Agreement.

     

    (c)           The
parties hereby irrevocably waive, to the fullest extent it may effectively do
so, the defense of an inconvenient forum to the maintenance of such action or
proceeding and irrevocably consent to the service of any summons and complaint
and any other process by the mailing of copies of such process to them at their
respective address specified herein.  The parties hereby agree that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Article 24 shall
affect the right of Buyer to serve legal process in any other manner permitted
by law or affect the right of Buyer to bring any action or proceeding against
each Seller or its property in the courts of other jurisdictions.

     

    (d)           EACH
OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER
OR THEREUNDER.

     

    
      
        
        

      

      
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    ARTICLE
25.

    NO
RELIANCE

     

    Buyer and
each Seller hereby acknowledges, represents and warrants to the other that, in
connection with the negotiation of, the entering into, and the performance
under, the Transaction Documents and each Transaction thereunder:

     

    (a)           It
is not relying (for purposes of making any investment decision or otherwise)
upon any advice, counsel or representations (whether written or oral) of the
other party to the Transaction Documents, other than the representations
expressly set forth in the Transaction Documents;

     

    (b)           It
has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisors to the extent that it has deemed necessary,
and it has made its own investment, hedging and trading decisions (including
decisions regarding the suitability of any Transaction) based upon its own
judgment and upon any advice from such advisors as it has deemed necessary and
not upon any view expressed by the other party;

     

    (c)           It
is a sophisticated and informed Person that has a full understanding of all the
terms, conditions and risks (economic and otherwise) of the Transaction
Documents and each Transaction thereunder and is capable of assuming and willing
to assume (financially and otherwise) those risks;

     

    (d)           It
is entering into the Transaction Documents and each Transaction thereunder for
the purposes of managing its borrowings or investments or hedging its underlying
assets or liabilities and not for purposes of speculation; and

     

    (e)           It
is not acting as a fiduciary or financial, investment or commodity trading
advisor for the other party and has not given the other party (directly or
indirectly through any other Person) any assurance, guarantee or representation
whatsoever as to the merits (either legal, regulatory, tax, business,
investment, financial accounting or otherwise) of the Transaction Documents or
any Transaction thereunder.

     

    
      
        
        

      

      
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    ARTICLE
26.

    INDEMNITY

     

    Each
Seller hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates
and each of its officers, directors, employees and agents (“Indemnified Parties”)
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, taxes (including stamp, excise, sales or
other taxes that may be payable or determined to be payable with respect to any
of the Purchased Assets, Purchased Items or Collateral or in connection with any
of the transactions contemplated by this Agreement and the documents delivered
in connection herewith, other than income, withholding or other taxes imposed
upon Buyer), fees, costs, expenses (including attorneys’ fees and disbursements)
or disbursements (all of the foregoing, collectively “Indemnified Amounts”)
that may at any time (including, without limitation, such time as this Agreement
shall no longer be in effect and the Transactions shall have been repaid in
full) be imposed on or asserted against any Indemnified Party in any way
whatsoever arising out of or in connection with, or relating to, this Agreement
or any Transactions hereunder or any action taken or omitted to be taken by any
Indemnified Party under or in connection with any of the foregoing; provided, that
neither Seller shall be liable for losses resulting from the gross negligence or
willful misconduct of Buyer or any other Indemnified Party.  Without
limiting the generality of the foregoing, each Seller agrees to hold Buyer
harmless from and indemnify Buyer against all Indemnified Amounts with respect
to all Purchased Assets relating to or arising out of any violation or alleged
violation of any environmental law, rule or regulation or any consumer credit
laws, including without limitation ERISA, the Truth in Lending Act and/or the
Real Estate Settlement Procedures Act; provided, that
neither Seller shall be liable for losses resulting from the gross negligence or
willful misconduct of Buyer or any other Indemnified Party.  In any
suit, proceeding or action brought by Buyer in connection with any Purchased
Asset for any sum owing thereunder, or to enforce any provisions of any
Purchased Asset, each Seller will save, indemnify and hold Buyer harmless from
and against all expense (including attorneys’ fees), loss or damage suffered by
reason of any defense, set-off, counterclaim, recoupment or reduction or
liability whatsoever of the account debtor or obligor thereunder, arising out of
a breach by any Seller of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such
account debtor or obligor or its successors from such Seller.  Each
Seller also agrees to reimburse Buyer as and when billed by Buyer for all
Buyer’s reasonable costs and out-of-pocket expenses incurred in connection with
Buyer’s due diligence reviews with respect to the Purchased Assets (including,
without limitation, those incurred pursuant to Article 26 and Article 3
(including, without limitation, all Pre-Purchase Legal Fees, even if the
underlying prospective Transaction for which they were incurred does not take
place for any reason) and the enforcement or the preservation of Buyer’s rights
under this Agreement, any Transaction Documents or Transaction contemplated
hereby, including without limitation the fees and disbursements of its
counsel.  Each Seller hereby acknowledges that the obligation of such
Seller hereunder is a recourse obligation of such Seller.

     

    ARTICLE
27.

    DUE
DILIGENCE

     

    Each
Seller acknowledges that Buyer has the right to perform continuing due diligence
reviews with respect to the Purchased Assets, for purposes of verifying
compliance with the representations, warranties and specifications made
hereunder, or otherwise, and each Seller agrees that upon reasonable prior
notice to such Seller, Buyer or its authorized representatives will be permitted
during normal business hours to examine, inspect, and make copies and extracts
of, the Purchased Asset Files, Servicing Records and any and all documents,
records, agreements, instruments or information relating to such Purchased
Assets in the possession or under the control of such Seller, any other servicer
or subservicer and/or the Custodian.  Each Seller agrees to reimburse
Buyer for any and all reasonable out-of-pocket costs and expenses incurred by
Buyer with respect to the Purchased Assets during the term of this Agreement,
which shall be paid by such Seller to Buyer within five (5) days after receipt
of an invoice therefor.  Each Seller also shall make available to
Buyer a knowledgeable financial or accounting officer for the purpose of
answering questions respecting the Purchased Asset Files and the Purchased
Assets.  Without limiting the generality of the foregoing, each Seller
acknowledges that Buyer may enter into Transactions with such Seller based
solely upon the information provided by such Seller to Buyer and the
representations, warranties and covenants contained herein, and that Buyer, at
its option, has the right at any time to conduct a partial or complete due
diligence review on some or all of the Purchased Assets.  Buyer may
underwrite such Purchased Assets itself or engage a third party underwriter to
perform such underwriting.  Each Seller agrees to cooperate with Buyer
and any third party underwriter in connection with such underwriting, including,
but not limited to, providing Buyer and any third party underwriter with access
to any and all documents, records, agreements, instruments or information
relating to such Purchased Assets in the possession, or under the control, of
such Seller.  Each Seller further agrees that such Seller shall
reimburse Buyer for any and all reasonable attorneys’ fees, costs and expenses
incurred by Buyer in connection with continuing due diligence on Eligible Assets
and Purchased Assets.

     

    
      
        
        

      

      
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    ARTICLE
28.

    SERVICING

     

    (a)           Notwithstanding
the purchase and sale of the Purchased Assets hereby, Sellers, Servicer or a
third party servicer approved by Buyer shall service the Purchased Assets that
are Eligible Loans (such Purchased Assets, “Serviced Assets”) for
the benefit of Buyer and, if Buyer shall exercise its rights to pledge or
hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article 8, for the
benefit of Buyer’s assigns.  Sellers shall service or cause Servicer
to service the Serviced Assets at Sellers’ sole cost and for the benefit of
Buyer in accordance with Accepted Servicing Practices approved by Buyer in the
exercise of its reasonable business judgment and maintained by other prudent
mortgage or mezzanine lenders with respect to mortgage and/or mezzanine loans
similar to the Serviced Assets, provided, however, that the
obligations of Sellers to service any of the Serviced Assets shall cease, at
Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the
delivery by Buyer to Sellers of at least five (5) days’ prior written notice of
the decision by Buyer to transfer the servicing rights of any or all of the
Serviced Assets to either Servicer or another third party servicer selected by
Buyer.  In either case, Sellers shall take all actions necessary to
effectuate the underlying servicing transfer as expeditiously as
possible.  Notwithstanding the foregoing, neither Sellers nor Servicer
shall take any action or effect any modification or amendment to any Purchased
Asset without first having given prior notice thereof to Buyer in each such
instance and receiving the prior written consent of Buyer.

     

    (b)           Each
Seller agrees that Buyer is the owner of all servicing records, including but
not limited to any and all servicing agreements and pooling and servicing
agreements (including, without limitation any “Interim Servicing Agreement” with
Servicer) (collectively, the “Servicing
Agreements”), files, documents, records, data bases, computer tapes,
copies of computer tapes, proof of insurance coverage, insurance policies,
appraisals, other closing documentation, payment history records, and any other
records relating to or evidencing the servicing of Purchased Assets (the “Servicing Records”)
so long as the Purchased Assets are subject to this Agreement.  Each
Seller grants Buyer a security interest in all servicing fees and rights
relating to the Purchased Assets and all Servicing Records to secure the
obligation of such Seller or its designee to service in conformity with this
Article 28 and
any other obligation of such Seller to Buyer.  Each Seller covenants
to safeguard such Servicing Records and to deliver them promptly to Buyer or its
designee (including the Custodian) at Buyer’s request.

     

    
      
        
        

      

      
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    (c)           Upon
the occurrence and during the continuance of an Event of Default, Buyer may, in
its sole discretion, (i) sell its right to the Purchased Assets on a servicing
released basis or (ii) terminate any Seller, Servicer or any sub-servicer of the
Purchased Assets with or without cause, in each case without payment of any
termination fee.

     

    (d)           Neither
Seller shall employ sub-servicers to service the Purchased Assets without the
prior written approval of Buyer.  If the Purchased Assets are serviced
by a sub-servicer, the applicable Seller shall, irrevocably assign all rights,
title and interest (if any) in the Servicing Agreements in the Purchased Assets
to Buyer.

     

    (e)           Each
Seller shall cause all servicers (other than Servicer) and sub-servicers engaged
by such Seller to execute a Servicer Notice with Buyer acknowledging Buyer’s
security interest and agreeing that each servicer and/or sub-servicer shall
immediately transfer all Income with respect to the Purchased Assets to Servicer
for deposit into the Collection Account, and so long as a Purchased Asset is
subject to a Transaction, following notice from Buyer to such Seller of an Event
of Default under this Agreement, each such servicer or sub-servicer shall take
no action under this Agreement with regard to such Purchased Asset other than as
specifically directed by Buyer.

     

    (f)           The
payment of servicing fees shall be subordinate to payment of amounts outstanding
under any Transaction and this Agreement.

     

    (g)           For
the avoidance of doubt, no Seller retains economic rights to the servicing,
other than such Seller’s rights under the Servicing Agreement or any other
servicing agreement related to the Purchased Assets.  As such, each
Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a
“servicing released” basis with such servicing retained by the
Servicer.

     

    ARTICLE
29.

    MISCELLANEOUS

     

    (a)           All
rights, remedies and powers of Buyer hereunder and in connection herewith are
irrevocable and cumulative, and not alternative or exclusive, and shall be in
addition to all other rights, remedies and powers of Buyer whether under law,
equity or agreement.  In addition to the rights and remedies granted
to it in this Agreement, to the extent this Agreement is determined to create a
security interest, Buyer shall have all rights and remedies of a secured party
under the UCC.

     

    (b)           The
Transaction Documents may be executed in counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.

     

    
      
        
        

      

      
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    (c)           The
headings in the Transaction Documents are for convenience of reference only and
shall not affect the interpretation or construction of the Transaction
Documents.

     

    (d)           Without
limiting the rights and remedies of Buyer under the Transaction Documents, each
Seller shall pay Buyer’s reasonable actual out-of-pocket costs and expenses,
including reasonable fees and expenses of accountants, attorneys and advisors,
incurred in connection with the preparation, negotiation, execution and
consummation of, and any amendment, supplement or modification to, the
Transaction Documents and the Transactions thereunder, whether or not such
Transaction Document (or amendment thereto) or Transaction is ultimately
consummated.  Each Seller agrees to pay Buyer on demand all costs and
expenses (including reasonable expenses for legal services of every kind) of any
subsequent enforcement of any of the provisions hereof, or of the performance by
Buyer of any obligations of any Seller in respect of the Purchased Assets, or
any actual or attempted sale, or any exchange, enforcement, collection,
compromise or settlement in respect of any of the Collateral or Purchased Items
and for the custody, care or preservation of the Collateral or Purchased Items
(including insurance costs) and defending or asserting rights and claims of
Buyer in respect thereof, by litigation or otherwise.  In addition,
each Seller agrees to pay Buyer on demand all reasonable costs and expenses
(including reasonable expenses for legal services) incurred in connection with
the maintenance of the Depository Account and registering the Collateral and
Purchased Items in the name of Buyer or its nominee.  All such
expenses shall be recourse obligations of each Seller to Buyer under this
Agreement.

     

    (e)           In
addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of such rights, each Seller hereby
grants to Buyer and its Affiliates a right of offset, to secure repayment of all
amounts owing to Buyer or its Affiliates by each Seller under the Transaction
Documents, upon any and all monies, securities, collateral or other property of
each Seller and the proceeds therefrom, now or hereafter held or received by
Buyer or its Affiliates or any entity under the control of Buyer or its
Affiliates and its respective successors and assigns (including, without
limitation, branches and agencies of Buyer, wherever located), for the account
of each Seller, whether for safekeeping, custody, pledge, transmission,
collection, or otherwise, and also upon any and all deposits (general or
specified) and credits of each Seller at any time existing.  Buyer and
its Affiliates are hereby authorized at any time and from time to time upon the
occurrence and during the continuance of an Event of Default, without notice to
any Seller, to offset, appropriate, apply and enforce such right of offset
against any and all items hereinabove referred to against any amounts owing to
Buyer or its Affiliates by any Seller thereof under the Transaction Documents or
any other agreement, irrespective of whether Buyer or its Affiliates shall have
made any demand hereunder and although such amounts, or any of them, shall be
contingent or unmatured and regardless of any other collateral securing such
amounts.  Each Seller shall be deemed directly indebted to Buyer and
its Affiliates in the full amount of all amounts owing to Buyer and its
Affiliates by such Seller under the Transaction Documents or any other
agreement, and Buyer and its Affiliates shall be entitled to exercise the rights
of offset provided for above.  ANY AND ALL RIGHTS TO REQUIRE BUYER OR
ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER
COLLATERAL OR PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS
AFFILIATES BY ANY SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING
THEIR RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL,
DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY SELLER, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED BY EACH SELLER.

     

    
      
        
        

      

      
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    (f)           Each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or be invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     

    (g)           This
Agreement contains a final and complete integration of all prior expressions by
the parties with respect to the subject matter hereof and thereof and shall
constitute the entire agreement among the parties with respect to such subject
matter, superseding all prior oral or written understandings.

     

    (h)           The
parties understand that this Agreement is a legally binding agreement that may
affect such party’s rights.  Each party represents to the other that
it has received legal advice from counsel of its choice regarding the meaning
and legal significance of this Agreement and that it is satisfied with its legal
counsel and the advice received from it.

     

    (i)           Should
any provision of this Agreement require judicial interpretation, it is agreed
that a court interpreting or construing the same shall not apply a presumption
that the terms hereof shall be more strictly construed against any Person by
reason of the rule of construction that a document is to be construed more
strictly against the Person who itself or through its agent prepared the same,
it being agreed that all parties have participated in the preparation of this
Agreement.

     

    (j)           Wherever
pursuant to this Agreement, Buyer exercises any right given to it to consent or
not consent, or to approve or disapprove, or any arrangement or term is to be
satisfactory to, Buyer in its sole discretion, Buyer shall decide to consent or
not consent, or to approve or disapprove or to decide that arrangements or terms
are satisfactory or not satisfactory, in its sole and absolute discretion and
such decision by Buyer shall be final and conclusive.

     

    (k)           Each
Affiliated Hedge Counterparty is an intended third party beneficiary of this
Agreement and the parties hereto agree that this Agreement shall not be amended
or otherwise modified without the written consent of each Affiliated Hedge
Counterparty, such consent not to be unreasonably withheld.

     

    ARTICLE
30.

    JOINT
AND SEVERAL LIABILITY

     

    (a)           Each
Seller hereby acknowledges and agrees that each Seller shall be jointly and
severally liable to Buyer to the maximum extent permitted by applicable law for
all representations, warranties, covenants, obligations and indemnities of all
of Sellers hereunder.

     

    
      
        
        

      

      
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    (b)           Each
Seller hereby agrees that, to the extent another Seller shall have paid more
than its proportionate share of any payment made hereunder, the appropriate
Seller shall be entitled to seek and receive contribution from and against any
other Seller which has not paid its proportionate share of such payment; provided however, that the
provisions of this clause shall in no respect limit the obligations and
liabilities of any Seller to Buyer, and, notwithstanding any payment or payments
made by any Seller (“Paying Seller”)
hereunder or any set-off or application of funds of Paying Seller by Buyer,
Paying Seller shall not be entitled to be subrogated to any of the rights of
Buyer against any other Seller or any collateral security or guarantee or right
of offset held by Buyer, nor shall Paying Seller seek or be entitled to seek any
contribution or reimbursement from the other Sellers in respect of payments made
by Paying Seller hereunder, until all amounts owing to Buyer by Sellers under
the Repurchase Documents are paid in full.  If any amount shall be
paid to Paying Seller on account of such subrogation rights at any time when all
such amounts shall not have been paid in full, such amount shall be held by
Paying Seller in trust for Buyer, segregated from other funds of Paying Seller,
and shall, forthwith upon receipt by Paying Seller, be turned over to Buyer in
the exact form received by Paying Seller (duly indorsed by the paying Seller to
Buyer, if required), to be applied against amounts owing to Buyer by Sellers
under the Repurchase Documents, whether matured or unmatured, in such order as
Buyer may determine.

     

    (c)           Each
Seller shall remain obligated under this Article 30
notwithstanding that, without any reservation of rights against any Seller and
without notice to or further assent by any Seller, any demand by Buyer for
payment of any amounts owing to Buyer by any other Seller under the Repurchase
Documents may be rescinded by Buyer and any the payment of any such amounts may
be continued, and the liability of any other party upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
Buyer, and this Agreement and the other Repurchase Documents and any other
documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as Buyer may deem
advisable from time to time, and any collateral security, guarantee or right of
offset at any time held by Buyer for the payment of amounts owing to Buyer by
Sellers under the Repurchase Documents may be sold, exchanged, waived,
surrendered or released.  Buyer shall not have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for amounts owing to Buyer by Sellers under the Repurchase Documents, or any
property subject thereto.  When making any demand hereunder against
any Seller, Buyer may, but shall be under no obligation to, make a similar
demand on any other Seller, and any failure by Buyer to make any such demand or
to collect any payments from any other Seller, or any release of such other
Seller shall not relieve any Seller in respect of which a demand or collection
is not made or Sellers not so released of their obligations or liabilities
hereunder, and shall not impair or affect the rights and remedies, express or
implied, or as a matter of law, of the Buyer against Sellers.  For the
purposes hereof “demand” shall include the commencement and continuance of any
legal proceedings.

     

    
      
        
        

      

      
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    (d)           Each
Seller waives any and all notice of the creation, renewal, extension or accrual
of any amounts at any time owing to Buyer by any other Seller under the
Repurchase Documents and notice of or proof of reliance by Buyer upon any Seller
or acceptance of the obligations of any Seller under this Article 30, and all
such amounts, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the obligations of Sellers under this Article 30; and all
dealings between Sellers, on the one hand, and Buyer, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon the obligations of Sellers under this Article
30.  Each Seller waives diligence, presentment, protest, demand
for payment and notice of default or nonpayment to or upon any Seller with
respect to any amounts at any time owing to Buyer by any Seller under the
Repurchase Documents, other than such notices as are expressly required to be
given under this Agreement or any of the other Repurchase
Documents.  Each Seller understands and agrees that it shall continue
to be liable under this Article 30 without
regard to (a) the validity, regularity or enforceability of any other provision
of this Agreement or any other Repurchase Document, any amounts at any time
owing to Buyer by Sellers under the Repurchase Documents, or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by Buyer, (b) any defense, set-off
or counterclaim (other than a defense of payment or performance) which may at
any time be available to or be asserted by any Seller against Buyer, or (c) any
other circumstance whatsoever (with or without notice to or knowledge of
Sellers) which constitutes, or might be construed to constitute, an equitable or
legal discharge of Sellers for any amounts owing to Buyer by Sellers under the
Repurchase Documents, or of Sellers under this Agreement, in bankruptcy or in
any other instance.  When pursuing its rights and remedies hereunder
against any Seller, Buyer may, but shall be under no obligation to, pursue such
rights and remedies as it may have against any Seller or any other Person or
against any collateral security or guarantee related thereto or any right of
offset with respect thereto, and any failure by Buyer to pursue such other
rights or remedies or to collect any payments from any Seller or any such other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of any Seller or any such
other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Seller of any liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of Buyer against any Seller.

     

    (e)           Anything
herein or in any other Repurchase Document to the contrary notwithstanding, the
maximum liability of any Seller hereunder in respect of the liabilities of the
other Sellers under this Agreement and the other Repurchase Documents shall in
no event exceed the amount which can be guaranteed by each Seller under
applicable federal and state laws relating to the insolvency of
debtors.

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have executed this Agreement as a deed as of the
day first written above.

     

    
      
        
          
            	 	
                    BUYER: 

                  	 
	 	 	 
	 	
                    JPMORGAN CHASE FUNDING
      INC., a Delaware
      corporation

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Gerald
      McCrink	 
	 	 	Name:
      Gerald McCrink 	 
	 	 	Title:  
      Authorized Signatory	 
	 	 	 	 


          

        

      

    

    
      
      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          
            
              	 	
                      
                        SELLERS:

                      

                    	 
	 	 	 
	 	
                      
                        CAPITAL TRUST, INC.,
      a Maryland
      corporation

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Geoffrey
      G. Jervis	 
	 	 	Name:
      Geoffrey
      G. Jervis	 
	 	 	Title:  
      Chief
      Financial Officer	 
	 	 	 	 


            

          

        

      

      
        
        

      

       

    

    
      
        
          
            
              	 	
                      BUYER: 

                    	 
	 	 	 
	 	
                      
                        CT BSI FUNDING CORP.,
      a Delaware
      corporation

                      

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Geoffrey
      G. Jervis	 
	 	 	Name:
      Geoffrey
      G. Jervis	 
	 	 	Title:  
      Chief
      Financial Officer	 
	 	 	 	 


            

          

        

      

      
        
        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEXES,
EXHIBITS AND SCHEDULES

     

    
      	
              ANNEX
      I

            	
              Names
      and Addresses for Communications between
Parties

            


    

     

    
      	
              EXHIBIT
      I

            	
              Form
      of Confirmation

            


    

     

    
      	
              EXHIBIT
      II

            	
              Responsible
      Officers of Seller

            


    

     

    
      	
              EXHIBIT
      III-A

            	
              Monthly
      Reporting Package

            


    

     

    
      	
              EXHIBIT
      III-B

            	
              Quarterly
      Reporting Package

            


    

     

    
      	
              EXHIBIT
      III-C

            	
              Annual
      Reporting Package

            


    

     

    
      	
              EXHIBIT
      IV

            	
              Form
      of Custodial Delivery

            


    

     

    
      	
              EXHIBIT
      V

            	
              Form
      of Power of Attorney

            


    

     

    
      	
              EXHIBIT
      VI

            	
              Representations
      and Warranties Regarding Individual Purchased
  Assets

            


    

     

    
      	
              EXHIBIT
      VII

            	
              Asset
      Information

            


    

     

    
      	
              EXHIBIT
      VIII

            	
              Advance
      Procedures

            


    

     

    
      	
              EXHIBIT
      IX

            	
              Form
      of Bailee Letter

            


    

     

    
      	
              EXHIBIT
      X

            	
              Form
      of Margin Deficit Notice

            


    

     

    
      	
              EXHIBIT
      XI

            	
              UCC
      Filing Jurisdictions

            


    

     

    
      	
              EXHIBIT
      XII

            	
              Form
      of Servicer Notice

            


    

     

    
      	
              EXHIBIT
      XIII

            	
              Form
      of Release Letter

            


    

     

    
      	
              EXHIBIT
      XIV

            	
              Covenant
      Compliance Certificate

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
I

     

    Names
and Addresses for Communications Between Parties

     

    
      Buyer:

    

     

    
      	
               
      

            	
              JPMORGAN
      CHASE FUNDING INC.

            


    

    
      	
               
      

            	
              c/o
      JPMorgan Chase Bank, N.A.

            


    

    
      	
               
      

            	
              4
      New York Plaza, 20th Floor

            


    

    
      	
               
      

            	
              New
      York, New York 10004-2413

            


    

    
      	
            	
              Attention:

            	
              Ms.
      Nancy S Alto

            


    

    
      	
            	
              Telephone:

            	
              (212)
      623-7109

            


    

    
      	
            	
              Telecopy:

            	
              (212)
      623-0353

            


    

     

    
      With copies
to:

    

     

    
      	
               
      

            	
              JPMORGAN
      CHASE FUNDING INC.

            


    

    
      	
               
      

            	
              c/o
      JPMorgan Chase Bank, N.A.

            


    

    
      	
               
      

            	
              270
      Park Avenue, 10th Floor

            


    

    
      	
               
      

            	
              New
      York, New York 10017-2014

            


    

    
      	
            	
              Attention:

            	
              Gerald
      McCrink/Kunal K. Singh

            


    

    
      	
            	
              Telephone:

            	
              (212)
      834-9003/(212) 834-5467

            


    

    
      	
            	
              Telecopy:

            	
              (212)
      834-6530/(212) 834-6593

            


    

     

    
      	
               
      

            	
              and

            


    

     

    
      	
               
      

            	
              Cadwalader
      Wickersham & Taft LLP

            


    

    
      	
               
      

            	
              227
      West Trade Street

            


    

    
      	
               
      

            	
              Charlotte,
      North Carolina 28202

            


    

    
      	
            	
              Attention:

            	
              Stuart
      N. Goldstein, Esq.

            


    

    
      	
            	
              Telephone:

            	
              (704)
      348-5258

            


    

    
      	
            	
              Telecopy:

            	
              (704)
      348-5200

            


    

     

    
      Sellers:

    

     

    
      	
               
      

            	
              CAPITAL
      TRUST, INC.

            


    

    
      	
               
      

            	
              410
      Park Avenue

            


    

    
      	
               
      

            	
              New
      York, New York 10022

            


    

    
      	
            	
              Attn:

            	
              Geoffrey
      G. Jervis

            


    

    
      	
            	
              Phone:

            	
              (212)
      655-0247

            


    

    
      	
            	
              Fax:

            	
              (212)
      655-0044

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              CT
      BSI FUNDING CORP.

            


    

    
      	
               
      

            	
              c/o
      Capital Trust, Inc.

            


    

    
      	
               
      

            	
              410
      Park Avenue

            


    

    
      	
               
      

            	
              New
      York, New York 10022

            


    

    
      	
               
      

            	
              Attn:
      Geoffrey G. Jervis

            


    

    
      	
               
      

            	
              Phone:
      (212) 655-0247

            


    

    
      	
               
      

            	
              Fax:
      (212) 655-0044

            


    

     

    
      With
copies to:

    

     

    
      	
               
      

            	
              Paul,
      Hastings, Janofsky & Walker LLP

            


    

    
      	
               
      

            	
              75
      E. 55th
      Street

            


    

    
      	
               
      

            	
              New
      York, New York 10022

            


    

    
      	
            	
              Attention:

            	
              Robert
      J. Grados, Esq.

            


    

    
      	
            	
              Telephone:

            	
              (212)
      318-6923

            


    

    
      	
            	
              Telecopy:

            	
              (212)
      230-7830

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
I

     

    CONFIRMATION
STATEMENT

    JPMORGAN
CHASE FUNDING INC.

     

    Ladies
and Gentlemen:

     

    [SELLER],
is pleased to deliver our written CONFIRMATION of our agreement
to enter into the Transaction pursuant to which JPMorgan Chase Funding Inc.
shall purchase from us the Purchased Assets identified on the attached Schedule
1 pursuant to the Master Repurchase Agreement, dated as of November 21, 2008
(the “Agreement”), between
JPMorgan Chase Funding Inc. (the “Buyer”) and Capital
Trust, Inc. and CT BSI Funding Corp. (the “Sellers”) on the
following terms.  Capitalized terms used herein without definition
have the meanings given in the Agreement.

     

    
      	
              Original
      Purchase Date:

            	
              __________,
      200_

            
	
              Purchased
      Assets:

            	
              [____Name]:
      As identified on attached Schedule 1

            
	
              Original
      Principal Balance of Purchased Assets:

            	
              [$   ]

            
	
              Repurchase
      Date:

            	 
      
	
              Purchase
      Price:

            	
              [$   ]

            
	
              Market
      Value:

            	
              [$   ]

            
	
              Pricing
      Rate:

            	
              one
      month LIBOR plus ______%

            
	
              Maximum
      Advance Rate:

            	 
      


    

     

    
      
        	 	
                [SELLER]

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREED
AND ACKNOWLEDGED:

     

    JPMORGAN
CHASE FUNDING INC.

     

    
      
        
          
            
              	 	 
	 	 	 
	
                      By:
      

                    	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


            

          

        

      

    

    
    

    
       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      Schedule
1 to Confirmation Statement

       

      
        

      

    

    Purchased
Assets:

     

    Aggregate
Principal Amount:

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
II

     

    RESPONSIBLE OFFICERS OF
SELLERS

     

    [SEE
ATTACHED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AUTHORIZED
REPRESENTATIVES OF SELLER

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              Name

                                                            	 
      	
                                                              Specimen
      Signature

                                                            
	 	 	 
	
                                                              John
      R. Klopp

                                                            	 
      	
                                                              /s/
      JOHN
      R. KLOPP

                                                            
	 	 	 
	
                                                              Stephen
      D. Plavin

                                                            	 
      	
                                                              /s/
      STEPHEN
      D. PLAVIN

                                                            
	 	 	 
	
                                                              Geoffrey
      G. Jervis

                                                            	 
      	
                                                              /s/
      GEOFFREY
      G. JERVIS

                                                            
	 	 	 
	
                                                              Thomas
      C. Ruffing

                                                            	 
      	
                                                              /s/
      THOMAS
      C. RUFFING

                                                            
	 	 	 
	
                                                              Jeremy
      FitzGerald

                                                            	 
      	
                                                              /s/
      JEREMY
      FITZGERALD

                                                            
	 	 	 
	
                                                              Douglas
      Armer

                                                            	 
      	
                                                              /s/
      DOUGLAS
      ARMER

                                                            
	 	 	 
	
                                                              Jay
      Thailer

                                                            	 
      	
                                                              /s/
      JAY
      THAILER

                                                            
	 	 	 
	
                                                              Ryan
      Totaro

                                                            	 
      	
                                                              /s/
      RYAN
      TOTARO

                                                            
	 	 	 
	
                                                              Robert
      Brennan

                                                            	 
      	
                                                              /s/
      ROBERT
      BRENNAN

                                                            
	 	 	 
	
                                                              Deborah
      Ginsberg

                                                            	 
      	
                                                              /s/
      DEBORAH
      GINSBERG

                                                            
	 	 	 
	
                                                              Peter
      H. Smith

                                                            	 
      	
                                                              /s/
      PETER
      H. SMITH

                                                            


                                                    

                                                     

                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
                                                        -2-

                                                        
                                                          

                                                        

                                                      

                                                      
                                                        
                                                        

                                                      

                                                    

                                                     

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    EXHIBIT
III-A

     

    MONTHLY REPORTING
PACKAGE

     

    The
Monthly Reporting Package shall include, inter alia, the
following:

     

    
      	
               
      

            	
              ·

            	
              Any
      and all financial statements, rent rolls or other material information
      received from the borrowers related to each Purchased Asset.  To
      the extent that Seller fails, after diligent efforts, to obtain on a
      monthly basis such financial statements, rent rolls and other material
      information from the borrowers, Seller shall provide such information to
      Buyer on a quarterly basis.

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      remittance report containing servicing information, including without
      limitation, the amount of each periodic payment due, the amount of each
      periodic payment received, the date of receipt, the date due, and whether
      there has been any material adverse change to the real property, on a loan
      by loan basis and in the aggregate, with respect to the Purchased Assets
      serviced by any servicer (such remittance report, a “Servicing
      Tape”), or to the extent any servicer does not provide any such
      Servicing Tape, a remittance report containing the servicing information
      that would otherwise be set forth in the Servicing
  Tape.

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      listing of all Purchased Assets reflecting the payment status of each
      Purchased Asset and any material changes in the financial or other
      condition of each Purchased Asset.

            


    

     

    
      	
               
      

            	
              ·

            	
              With
      respect to a Purchased Asset that is CMBS, B-Note or Junior Interest, the
      related securitization report.

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      listing of any existing Defaults.

            


    

     

    
      	
               
      

            	
              ·

            	
              Trustee
      remittance reports.

            


    

     

    
      	
               
      

            	
              ·

            	
              All
      other information as Buyer, from time to time, may reasonably request with
      respect to Seller or any Purchased Asset, obligor or Underlying Mortgaged
      Property.

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      certificate substantially in the form attached hereto as Exhibit XV to
      this Agreement (the “Covenant Compliance
      Certificate”), from a Responsible Officer of
  Seller.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
III-B

     

    QUARTERLY REPORTING
PACKAGE

     

    The
Quarterly Reporting Package shall include, inter alia, the
following:

     

    
      	
               
      

            	
              ·

            	
              Consolidated
      unaudited financial statements of Seller presented fairly in accordance
      with GAAP or, if such financial statements being delivered have been filed
      with the SEC pursuant to the requirements of the 1934 Act, or similar
      state securities laws, presented in accordance with applicable statutory
      and/or regulatory requirements and delivered to Buyer within the same time
      frame as are required to be filed in accordance with such applicable
      statutory or regulatory requirements, in either case accompanied by a
      Covenant Compliance Certificate, including a statement of operations and a
      statement of changes in cash flows for such quarter and statement of net
      assets as of the end of such quarter, and certified as being true and
      correct by a Covenant Compliance
Certificate.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
III-C

     

    ANNUAL REPORTING
PACKAGE

     

    The
Annual Reporting Package shall include, inter alia, the
following:

     

    
      	
               
      

            	
              ·

            	
              Seller’s
      consolidated audited financial statements, prepared by a nationally
      recognized independent certified public accounting firm and presented
      fairly in accordance with GAAP or, if such financial statements being
      delivered have been filed with the SEC pursuant to the requirements of the
      1934 Act, or similar state securities laws, presented in accordance with
      applicable statutory and/or regulatory requirements and delivered to Buyer
      within the same time frame as are required to be filed in accordance with
      such applicable statutory and/or regulatory requirements, in either case
      accompanied by a Covenant Compliance Certificate, including a statement of
      operations and a statement of changes in cash flows for such quarter and
      statement of net assets as of the end of such quarter accompanied by an
      unqualified report of the nationally recognized independent certified
      public accounting firm that prepared
them.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
IV

     

    FORM OF CUSTODIAL
DELIVERY

     

    On this
______ of ________, 200__, [SELLER], a [    ]
[    ], as Seller (“Seller”) under that
certain Master Repurchase Agreement, dated as of November 21, 2008 (the “Repurchase
Agreement”) between JPMorgan Chase Funding Inc. (“Buyer”)
[    ] and Seller, does hereby deliver to LaSalle Bank
National Association (“Custodian”), as
custodian under that certain Custodial Agreement, dated as of November 21, 2008
(the “Custodial
Agreement”), among Buyer, Custodian and Seller, the Purchased Asset Files
with respect to the Purchased Assets to be purchased by Buyer pursuant to the
Repurchase Agreement, which Purchased Assets are listed on the Purchased Asset
Schedule attached hereto and which Purchased Assets shall be subject to the
terms of the Custodial Agreement on the date hereof.

     

    With
respect to the Purchased Asset Files delivered hereby, for the purposes of
issuing the Trust Receipt, the Custodian shall review the Purchased Asset Files
to ascertain delivery of the documents listed in Article 3 to the
Custodial Agreement.

     

    Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Custodial Agreement.

     

    IN
WITNESS WHEREOF, Seller has caused its name to be signed hereto by its officer
thereunto duly authorized as of the day and year first above
written.

    
       

      
        
          	 	
                  [SELLER]

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       
Purchased
Asset Schedule to Custodial Delivery

     

    Purchased
Assets

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
V

     

    FORM OF POWER OF
ATTORNEY

     

    “Know All
Men by These Presents, that [SELLER], a [    ]
[    ] (“Seller”), does hereby
appoint JPMorgan Chase Funding Inc. (“Buyer”), its
attorney-in-fact to act in Seller’s name, place and stead in any way that Seller
could do with respect to (i) the completion of the endorsements of the Mortgage
Notes and the Mezzanine Notes and the Assignments of Mortgages, (ii) the
recordation of the Assignments of Mortgages and (iii) the enforcement of
Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the
Master Repurchase Agreement dated as of November 21, 2008 (the “Repurchase
Agreement”), among Buyer, [ ] and Seller, and to take such other steps as
may be necessary or desirable to enforce Buyer’s rights against such Purchased
Assets, the related Purchased Asset Files and the Servicing Records to the
extent that Seller is permitted by law to act through an agent.

     

    TO INDUCE
ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY
RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT
HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO
SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION
OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS
OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND
HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY
ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON
THE PROVISIONS OF THIS INSTRUMENT.

     

    IN
WITNESS WHEREOF Seller has caused this Power of Attorney to be executed as a
deed this [   ] day of November, 2008.

    
      
         

        
          	 	
                  [SELLER]

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       
EXHIBIT
VI

     

    REPRESENTATIONS
AND WARRANTIES

    REGARDING
EACH INDIVIDUAL PURCHASED ASSET

    THAT
IS A WHOLE MORTGAGE LOAN, A-NOTE OR

                     SENIOR
PARTICIPATION
INTEREST                 

     

    (a)           As
applicable, each Purchased Asset is either a whole loan and not a participation
interest in a whole loan, a senior participation interest in a whole loan, or an
A-Note interest in a whole loan.  The sale of the Purchased Assets to
Buyer or its designee does not require Seller to obtain any governmental or
regulatory approval or consent that has not been obtained.

     

    (b)           No
Purchased Asset is 30 days or more delinquent in payment of principal and
interest (without giving effect to any applicable grace period) and no Purchased
Asset has been 30 days or more (without giving effect to any applicable grace
period in the related Mortgage Note) past due.

     

    (c)           Except
with respect to the ARD Loans, which provide that the rate at which interest
accrues thereon increases after the Anticipated Repayment Date, the Purchased
Assets (exclusive of any default interest, late charges or prepayment premiums)
are fixed rate mortgage loans or floating rate mortgage loans with terms to
maturity, at origination or as of the most recent modification, as set forth in
the Purchased Asset Schedule.

     

    (d)           The
information pertaining to each Purchased Asset set forth on the Purchased Asset
Schedule is true and correct in all material respects as of the Purchase
Date.

     

    (e)           At
the time of the assignment of the Purchased Assets to Buyer, Seller had good and
marketable title to and was the sole owner and holder of, each Purchased Asset,
free and clear of any pledge, lien, encumbrance or security interest and such
assignment validly and effectively transfers and conveys all legal and
beneficial ownership of the Purchased Assets to Buyer free and clear of any
pledge, lien, encumbrance or security interest, subject to the rights and
obligations of Seller pursuant to the Agreement.

     

    (f)           In
respect of each Purchased Asset, (A) the related Mortgagor is an entity
organized under the laws of a state of the United States of America, the
District of Columbia or the Commonwealth of Puerto Rico and (B) the Mortgagor is
not a debtor in any bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or similar proceeding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)           Each
Purchased Asset is secured by (or in the case of a Participation, the Underlying
Mortgage Loan is secured by) a Mortgage that establishes and creates a valid and
subsisting first priority lien on the related underlying real estate directly or
indirectly securing or supporting such Purchased Asset, or leasehold interest
therein, comprising real estate (the “Mortgaged Property”),
free and clear of any liens, claims, encumbrances, participation interests,
pledges, charges or security interests subject only to Permitted
Encumbrances.  Such Mortgage, together with any separate security
agreement, UCC financing statement or similar agreement, if any, establishes and
creates a first priority security interest in favor of Seller in all personal
property owned by the Mortgagor that is used in, and is reasonably necessary to,
the operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC financing
statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Purchased Asset, subject only to Permitted
Encumbrances.  There exists with respect to such Mortgaged Property an
assignment of leases and rents provision, either as part of the related Mortgage
or as a separate document or instrument, which establishes and creates a first
priority security interest in and to leases and rents arising in respect of the
related Mortgaged Property subject only to Permitted Encumbrances.  No
person other than the related Mortgagor and the mortgagee owns any interest in
any payments due under the related leases.  The related Mortgage or
such assignment of leases and rents provision provides for the appointment of a
receiver for rents or allows the holder of the related Mortgage to enter into
possession of the related Mortgaged Property to collect rent or provides for
rents to be paid directly to the holder of the related Mortgage in the event of
a default beyond applicable notice and grace periods, if any, under the related
Purchased Asset Documents.  As of the origination date, there are no
mechanics’ or other similar liens or claims that have been filed for work, labor
or materials affecting the related Mortgaged Property that are or may be prior
or equal to the lien of the Mortgage, except those that are insured against
pursuant to the applicable Title Insurance Policy (as defined
below).  As of the Purchase Date, there are no mechanics’ or other
similar liens or claims that have been filed for work, labor or materials
affecting the related Mortgaged Property that are or may be prior or equal in
priority to the lien of the Mortgage, except those that are insured against
pursuant to the applicable Title Policy (as defined below).  No
(a) Mortgaged Property secures any mortgage loan not represented on the
Purchased Asset Schedule, (b) Purchased Asset is cross-defaulted with any other
mortgage loan, other than a Mortgage Loan listed on the Purchased Asset
Schedule, or (c) Purchased Asset is secured by property that is not a Mortgaged
Property.

     

    (h)           The
related Mortgagor under each Purchased Asset has good and indefeasible fee
simple or, with respect to those Purchased Assets described in clause (cc)
hereof, leasehold title to the related Mortgaged Property comprising real estate
subject to any Permitted Encumbrances.

     

    (i)           Seller
has received an American Land Title Association (ALTA) lender’s title insurance
policy or a comparable form of lender’s title insurance policy (or escrow
instructions binding on the Title Insurer (as defined below) and irrevocably
obligating the Title Insurer to issue such title insurance policy, a title
policy commitment or pro-forma “marked up” at the closing of the related
Purchased Asset and countersigned by the Title Insurer or its authorized agent)
as adopted in the applicable jurisdiction (the “Title Policy”), which
was issued by a nationally recognized title insurance company (the “Title Insurer”)
qualified to do business in the jurisdiction where the applicable Mortgaged
Property is located, covering the portion of each Mortgaged Property comprised
of real estate and insuring that the related Mortgage is a valid first lien in
the original principal amount of the related Purchased Asset on the Mortgagor’s
fee simple interest (or, if applicable, leasehold interest) in such Mortgaged
Property comprised of real estate subject only to Permitted
Encumbrances.  Such Title Policy was issued in connection with the
origination of the related Purchased Asset.  No claims have been made
under such Title Policy.  Such Title Policy is in full force and
effect and all premiums thereon have been paid and will provide that the insured
includes the owner of the Purchased Asset and its successors and/or
assigns.  No holder of the related Mortgage has done, by act or
omission, anything that would, and Seller has no actual knowledge of any other
circumstance that would, impair the coverage under such Title
Policy.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (j)           The
related Assignment of Mortgage and the related assignment of the Assignment of
Leases and Rents executed in connection with each Mortgage, if any, have been
recorded in the applicable jurisdiction (or, if not recorded, have been
submitted for recording or are in recordable form) and constitute the legal,
valid and binding assignment of such Mortgage and the related assignment of
leases and rents from Seller to Buyer.  The endorsement of the related
Mortgage Note by Seller constitutes the legal, valid, binding and enforceable
(except as such enforcement may be limited by anti-deficiency laws or
bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally, and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law)) assignment of
such Mortgage Note, and together with such Assignment of Mortgage and the
related assignment of assignment of leases and rents, legally and validly
conveys all right, title and interest in such Purchased Asset and (except in the
case of an A Note or a Participation) the Purchased Asset Documents to
Buyer.

     

    (k)           The
Purchased Asset Documents for each Purchased Asset (or in the case of a
Participation, the Underlying Mortgage Loan) provide that such Purchased Asset
(or Underlying Mortgage Loan) is non-recourse except that the related Mortgagor
and at least one individual or entity shall be fully liable for actual losses,
liabilities, costs and damages arising from at least the following acts of the
related Mortgagor and/or its principals: (i) fraud or material
misrepresentation, (ii) misapplication or misappropriation of rents, insurance
proceeds or condemnation awards, (iii) any act of actual waste, and (iv) any
breach of the environmental covenants contained in the related Purchased Asset
Documents.

     

    (l)           The
Purchased Asset Documents for each Purchased Asset contain enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the practical realization against the Mortgaged Property of the
principal benefits of the security intended to be provided thereby, including
realization by judicial or, if applicable, non judicial foreclosure, and there
is no exemption available to the related Mortgagor that would interfere with
such right of foreclosure except (i) any statutory right of redemption or (ii)
any limitation arising under anti deficiency laws or by bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditors’ rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).

     

    (m)           Each
of the related Mortgage Notes and Mortgages are the legal, valid and binding
obligations of the related Mortgagor named on the Purchased Asset Schedule and
each of the other related Purchased Asset Documents is the legal, valid and
binding obligation of the parties thereto (subject to any non recourse
provisions therein), enforceable in accordance with its terms, except as such
enforcement may be limited by anti deficiency laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law), and except that certain provisions of such
Purchased Asset Documents are or may be unenforceable in whole or in part under
applicable state or federal laws, but the inclusion of such provisions does not
render any of the Purchased Asset Documents invalid as a whole, and such
Purchased Asset Documents taken as a whole are enforceable to the extent
necessary and customary for the practical realization of the principal rights
and benefits afforded thereby.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (n)           The
terms of the Purchased Assets or the related Purchased Asset Documents,
(including, in the case of a Participation, the documents evidencing the
Underlying Mortgage Loan) have not been altered, impaired, modified or waived in
any material respect, except prior to the Purchase Date by written instrument
duly submitted for recordation, to the extent required, and as specifically set
forth by a document in the related Purchased Asset File.

     

    (o)           With
respect to each Mortgage that is a deed of trust, a trustee, duly qualified
under applicable law to serve as such, currently so serves and is named in the
deed of trust or has been substituted in accordance with applicable law, and no
fees or expenses are or will become payable to the trustee under the deed of
trust, except in connection with a trustee’s sale after default by the Mortgagor
other than de minimis
fees paid in connection with the release of the related Mortgaged Property or
related security for such Purchased Asset following payment of such Purchased
Asset in full.

     

    (p)           No
Purchased Asset has been satisfied, canceled, subordinated, released or
rescinded, in whole or in part, and the related Mortgagor has not been released,
in whole or in part, from its obligations under any related Purchased Asset
Document.

     

    (q)           Except
with respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, prepayment premiums or yield
maintenance charges, neither the Purchased Asset nor any of the related
Purchased Asset Documents is subject to any right of rescission, set-off,
abatement, diminution, valid counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of any such Purchased Asset
Documents, or the exercise (in compliance with procedures permitted under
applicable law) of any right thereunder, render any Purchased Asset Documents
subject to any right of rescission, set-off, abatement, diminution, valid
counterclaim or defense, including the defense of usury (subject to
anti-deficiency or one form of action laws and to bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditor’s rights generally and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)), and no such right of rescission, set-off,
abatement, diminution, valid counterclaim or defense has been asserted with
respect thereto.  None of the Purchased Asset Documents provides for a
release of a portion of the Mortgaged Property from the lien of the Mortgage
except upon payment or defeasance in full of all obligations under the Mortgage,
provided that,
notwithstanding the foregoing, certain of the Purchased Assets may allow partial
release (a) upon payment or defeasance of an allocated loan amount which may be
formula based, but in no event less than 125% of the allocated loan amount, or
(b) in the event the portion of the Mortgaged Property being released was not
given any material value in connection with the underwriting or appraisal of the
related Purchased Asset.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (r)           As
of the Purchase Date, there is no payment default, giving effect to any
applicable notice and/or grace period, and there is no other material default
under any of the related Purchased Asset Documents, giving effect to any
applicable notice and/or grace period; no such material default or breach has
been waived by Seller or on its behalf or, by Seller’s predecessors in interest
with respect to the Purchased Assets; and no event has occurred that, with the
passing of time or giving of notice would constitute a material default or
breach under the related Purchased Asset Documents.  No Purchased
Asset has been accelerated and no foreclosure or power of sale proceeding has
been initiated in respect of the related Mortgage.  Seller has not
waived any material claims against the related Mortgagor under any non-recourse
exceptions contained in the Mortgage Note.

     

    (s)           The
principal amount of the Purchased Asset stated on the Purchased Asset Schedule
has been fully disbursed as of the Purchase Date (except for certain amounts
that were fully disbursed by the mortgagee, but escrowed pursuant to the terms
of the related Purchased Asset Documents) and there are no future advances
required to be made by the mortgagee under any of the related Purchased Asset
Documents.  Any requirements under the related Purchased Asset
Documents regarding the completion of any on-site or off-site improvements and
to disbursements of any escrow funds therefor have been or are being complied
with or such escrow funds are still being held.  The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not materially impaired by any improvements that have not been
completed.  Seller has not, nor, have any of its agents or
predecessors in interest with respect to the Purchased Assets, in respect of
such Purchased Asset, directly or indirectly, advanced funds or induced,
solicited or knowingly received any advance of funds by a party other than the
Mortgagor other than (a) interest accruing on such Purchased Asset from the date
of such disbursement of such Purchased Asset to the date which preceded by
thirty (30) days the first payment date under the related Mortgage Note and (b)
application and commitment fees, escrow funds, points and reimbursements for
fees and expenses, incurred in connection with the origination and funding of
the Purchased Asset.

     

    (t)           No
Purchased Asset has capitalized interest included in its principal balance, or
provides for any shared appreciation rights or other equity participation
therein and no contingent or additional interest contingent on cash flow or,
except for ARD Loans, negative amortization accrues or is due
thereon.

     

    (u)           Each
Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan
substantially fully amortizes over its stated term, which term is at least 60
months after the related Anticipated Repayment Date.  Each ARD Loan
has an Anticipated Repayment Date not less than seven years following the
origination of such Purchased Asset.  If the related Mortgagor elects
not to prepay its ARD Loan in full on or prior to the Anticipated Repayment Date
pursuant to the existing terms of the Purchased Asset or a unilateral option (as
defined in Treasury Regulations under Article 1001 of the Code) in the Purchased
Asset exercisable during the term of the Mortgage Loan, (i) the Purchased
Asset’s interest rate will step up to an interest rate per annum as specified in
the related Purchased Asset Documents; provided, however, that payment
of such Excess Interest shall be deferred until the principal of such ARD Loan
has been paid in full; (ii) all or a substantial portion of the Excess Cash Flow
collected after the Anticipated Repayment Date shall be applied towards the
prepayment of such ARD Loan and once the principal balance of an ARD Loan has
been reduced to zero all Excess Cash Flow will be applied to the payment of
accrued Excess Interest; and (iii) if the property manager for the related
Mortgaged Property can be removed by or at the direction of the mortgagee on the
basis of a debt service coverage test, the subject debt service coverage ratio
shall be calculated without taking account of any increase in the related
Mortgage Interest Rate on such Purchased Asset’s Anticipated Repayment
Date.  No ARD Loan provides that the property manager for the related
Mortgaged Property can be removed by or at the direction of the mortgagee solely
because of the passage of the related Anticipated Repayment Date.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (v)           Each
Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan with a
hard lockbox requires that tenants at the related Mortgaged Property shall (and
each Purchased Asset identified in the Purchased Asset Schedule as an ARD Loan
with a springing lockbox requires that tenants at the related Mortgaged Property
shall, upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date) make rent
payments into a lockbox controlled by the holder of the Purchased Asset and to
which the holder of the Purchased Asset has a first perfected security interest;
provided however, with respect
to each ARD Loan that is secured by a multi-family property with a hard lockbox,
or with respect to each ARD Loan that is secured by a multi-family property with
a springing lockbox, upon the occurrence of a specified trigger event,
including, but not limited to, the occurrence of the related Anticipated
Repayment Date, tenants either pay rents to a lockbox controlled by the holder
of the Mortgage Loan or deposit rents with the property manager who will then
deposit the rents into a lockbox controlled by the holder of the Purchased
Asset.

     

    (w)           The
terms of the Purchased Asset Documents evidencing such Purchased Asset comply in
all material respects with all applicable local, state and federal laws, and
regulations and Seller has complied with all material requirements pertaining to
the origination, funding and servicing of the Purchased Assets, including but
not limited to, usury and any and all other material requirements of any
federal, state or local law to the extent non-compliance would have a Material
Adverse Effect on the Purchased Asset.

     

    (x)           The
related Mortgaged Property is, in all material respects, in compliance with, and
is used and occupied in accordance with, all restrictive covenants of record
applicable to such Mortgaged Property and applicable zoning laws and all
inspections, licenses, permits and certificates of occupancy required by law,
ordinance or regulation to be made or issued with regard to the Mortgaged
Property have been obtained and are in full force and effect, except to the
extent (a) any material non-compliance with applicable zoning laws is insured by
an ALTA lender’s title insurance policy (or binding commitment therefor), or the
equivalent as adopted in the applicable jurisdiction, or a law and ordinance
insurance policy, or (b) the failure to obtain or maintain such inspections,
licenses, permits or certificates of occupancy does not materially impair or
materially and adversely affect the use and/or operation of the Mortgaged
Property as it was used and operated as of the date of origination of the
Purchased Asset or the rights of a holder of the related Purchased
Asset.

     

    (y)           All
(a) taxes, water charges, sewer rents, assessments or other similar outstanding
governmental charges and governmental assessments that became due and owing
prior to the Purchase Date in respect of the related Mortgaged Property
(excluding any related personal property), and that if left unpaid, would be, or
might become, a lien on such Mortgaged Property having priority over the related
Mortgage and (b) insurance premiums or ground rents that became due and owing
prior to the Purchase Date in respect of the related Mortgaged Property
(excluding any related personal property), have been paid, or if any such items
are disputed, an escrow of funds in an amount sufficient (together with escrow
payments required to be made prior to delinquency) to cover such taxes and
assessments and any late charges due in connection therewith has been
established.  As of the date of origination, the related Mortgaged
Property consisted of one or more separate and complete tax
parcels.  For purposes of this representation and warranty, the items
identified herein shall not be considered due and owing until the date on which
interest or penalties would be first payable thereon.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (z)           None
of the improvements that were included for the purpose of determining the
appraised value of the related Mortgaged Property at the time of the origination
of such Purchased Asset lies outside the boundaries and building restriction
lines of such Mortgaged Property, except to the extent that they are legally
nonconforming as contemplated by the representation in clause (48) below, and no
improvements on adjoining properties encroach upon such Mortgaged Property, with
the exception in each case of (a) immaterial encroachments that do not
materially adversely affect the security intended to be provided by the related
Mortgage or the use, enjoyment, value or marketability of such Mortgaged
Property or (b) encroachments affirmatively covered by the related Title
Policy.  With respect to each Purchased Asset, the property legally
described in the survey, if any, obtained for the related Mortgaged Property for
purposes of the origination thereof is the same as the property legally
described in the Mortgage.

     

    (aa)           As
of the date of the applicable engineering report (which was performed within 12
months prior to the Purchase Date) related to the Mortgaged Property and, as of
the Purchase Date, the related Mortgaged Property is either (i) in good repair,
free and clear of any damage that would materially adversely affect the value of
such Mortgaged Property as security for such Purchased Asset or the use and
operation of the Mortgaged Property as it was being used or operated as of the
origination date or (ii) escrows in an amount consistent with the standard
utilized by Seller with respect to similar loans it holds for its own account
have been established, which escrows will in all events be not less than 100% of
the estimated cost of the required repairs.  The Mortgaged Property
has not been damaged by fire, wind or other casualty or physical condition
(including, without limitation, any soil erosion or subsidence or geological
condition), which damage has not either been fully repaired or fully insured, or
for which escrows in an amount consistent with the standard utilized by Seller
with respect to loans it holds for its own account have not been
established.

     

    (bb)           There
are no proceedings pending or threatened, for the partial or total condemnation
of the relevant Mortgaged Property.

     

    (cc)           The
Purchased Assets that are identified as being secured in whole or in part by a
leasehold estate (a “Ground Lease”)
(except with respect to any Purchased Asset also secured by the related fee
interest in the Mortgaged Property), satisfy the following
conditions:

     

    
      	
              I.

            	
              such
      Ground Lease or a memorandum thereof has been or will be duly recorded;
      such Ground Lease, or other agreement received by the originator of the
      Purchased Asset from the ground lessor, provides that the interest of the
      lessee thereunder may be encumbered by the related Mortgage and does not
      restrict the use of the related Mortgaged Property by such lessee, its
      successors or assigns, in a manner that would materially and adversely
      affect the security provided by the Mortgage; as of the date of
      origination of the Purchased Asset (or in the case of a Participation, the
      Underlying Mortgage Loan), there was no material change of record in the
      terms of such Ground Lease with the exception of written instruments that
      are part of the related Purchased Asset File and there has been no
      material change in the terms of such Ground Lease since the recordation of
      the related Purchased Asset, with the exception of written instruments
      that are part of the related Purchased Asset
  File;

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	
              II.

            	
              such
      Ground Lease is not subject to any liens or encumbrances superior to, or
      of equal priority with, the related Mortgage, other than the related fee
      interest and Permitted Encumbrances and such Ground Lease is, and shall
      remain, prior to any mortgage or other lien upon the related fee interest
      unless a nondisturbance agreement is obtained from the holder of any
      mortgage on the fee interest that is assignable to or for the benefit of
      the related lessee and the related
mortgagee;

            


    

     

    
      	
              III.

            	
              such
      Ground Lease provides that upon foreclosure of the related Mortgage or
      assignment of the Mortgagor’s interest in such Ground Lease in lieu
      thereof, the mortgagee under such Mortgage is entitled to become the owner
      of such interest upon notice to, but without the consent of, the lessor
      thereunder and, in the event that such mortgagee becomes the owner of such
      interest, such interest is further assignable by such mortgagee and its
      successors and assigns upon notice to such lessor, but without a need to
      obtain the consent of such lessor;

            


    

     

    
      	
              IV.

            	
              such
      Ground Lease is in full force and effect and no default of tenant or
      ground lessor was in existence at origination, or is currently in
      existence under such Ground Lease, nor at origination was, or is there any
      condition that, but for the passage of time or the giving of notice, would
      result in a default under the terms of such Ground Lease; either such
      Ground Lease or a separate agreement contains the ground lessor’s covenant
      that it shall not amend, modify, cancel or terminate such Ground Lease
      without the prior written consent of the mortgagee under such Mortgage and
      any amendment, modification, cancellation or termination of the Ground
      Lease without the prior written consent of the related mortgagee, or its
      successors or assigns is not binding on such mortgagee, or its successor
      or assigns;

            


    

     

    
      	
              V.

            	
              such
      Ground Lease or other agreement requires the lessor thereunder to give
      written notice of any material default by the lessee to the mortgagee
      under the related Mortgage, provided that such mortgagee has provided the
      lessor with notice of its lien in accordance with the provisions of such
      Ground Lease; and such Ground Lease or other agreement provides that no
      such notice of default and no termination of the Ground Lease in
      connection with such notice of default shall be effective against such
      mortgagee unless such notice of default has been given to such mortgagee
      and any related Ground Lease contains the ground lessor’s covenant that it
      will give to the related mortgagee, or its successors or assigns, any
      notices it sends to the Mortgagor;

            


    

     

    
      	
              VI.

            	
              either
      (i) the related ground lessor has subordinated its interest in the related
      Mortgaged Property to the interest of the holder of the Purchased Asset
      (or in the case of a Participation, the Underlying Mortgage Loan) or (ii)
      such Ground Lease or other agreement provides that (A) the mortgagee under
      the related Mortgage is permitted a reasonable opportunity to cure any
      default under such Ground Lease that is curable, including reasonable time
      to gain possession of the interest of the lessee under the Ground Lease,
      after the receipt of notice of any such default before the lessor
      thereunder may terminate such Ground Lease; (B) in the case of any such
      default that is not curable by such mortgagee, or in the event of the
      bankruptcy or insolvency of the lessee under such Ground Lease, such
      mortgagee has the right, following termination of the existing Ground
      Lease or rejection thereof by a bankruptcy trustee or similar party, to
      enter into a new ground lease with the lessor on substantially the same
      terms as the existing Ground Lease; and (C) all rights of the Mortgagor
      under such Ground Lease may be exercised by or on behalf of such mortgagee
      under the related Mortgage upon foreclosure or assignment in lieu of
      foreclosure;

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	
              VII.

            	
              such
      Ground Lease has an original term (or an original term plus one or more
      optional renewal terms that under all circumstances may be exercised, and
      will be enforceable, by the mortgagee or its assignee) that extends not
      less than 20 years beyond the stated maturity date of the related
      Purchased Asset (or in the case of a Participation, of the Underlying
      Mortgage Loan);

            


    

     

    
      	
              VIII.

            	
              under
      the terms of such Ground Lease and the related Mortgage, taken together,
      any related insurance proceeds will be applied either to the repair or
      restoration of all or part of the related Mortgaged Property, with the
      mortgagee under such Mortgage or a financially responsible institution
      acting as trustee appointed by it, or consented to by it, or by the lessor
      having the right to hold and disburse such proceeds as the repair or
      restoration progresses (except in such cases where a provision entitling
      another party to hold and disburse such proceeds would not be viewed as
      commercially unreasonable by a prudent institutional lender), or to the
      payment in whole or in part of the outstanding principal balance of such
      Purchased Asset together with any accrued and unpaid interest thereon;
      and

            


    

     

    
      	
              IX.

            	
              such
      Ground Lease does not impose any restrictions on subletting that would be
      viewed as commercially unreasonable by Seller; such Ground Lease contains
      a covenant (or applicable laws provide) that the lessor thereunder is not
      permitted, in the absence of an uncured default, to disturb the
      possession, interest or quiet enjoyment of any lessee in the relevant
      portion of such Mortgaged Property subject to such Ground Lease for any
      reason, or in any manner, which would materially adversely affect the
      security provided by the related
Mortgage.

            


    

     

    (dd)           An
Environmental Site Assessment relating to each Mortgaged Property and prepared
no earlier than 12 months prior to the Purchase Date was obtained and reviewed
by Seller in connection with the origination of such Purchased Asset and a copy
is included in the Purchased Asset File.

     

    (ee)           There
are no adverse circumstances or conditions with respect to or affecting the
Mortgaged Property that would constitute or result in a material violation of
any applicable federal, state or local environmental laws, rules and regulations
(collectively, “Environmental Laws”),
other than with respect to a Mortgaged Property (i) for which environmental
insurance is maintained, or (ii) that would require (x) any expenditure less
than or equal to 5% of the outstanding principal balance of the Mortgage Loan to
achieve or maintain compliance in all material respects with any Environmental
Laws or (y) any expenditure greater than 5% of the outstanding principal balance
of such Purchased Asset to achieve or maintain compliance in all material
respects with any Environmental Laws for which, in connection with this clause
(y), adequate sums, but in no event less than 125% of the estimated cost as set
forth in the Environmental Site Assessment, were reserved in connection with the
origination of the Purchased Asset and for which the related Mortgagor has
covenanted to perform, or (iii) as to which the related Mortgagor or one of its
affiliates is currently taking or required to take such actions, if any, with
respect to such conditions or circumstances as have been recommended by the
Environmental Site Assessment or required by the applicable Governmental
Authority, or (iv) as to which another responsible party not related to the
Mortgagor with assets reasonably estimated by Seller at the time of origination
to be sufficient to effect all necessary or required remediation identified in a
notice or other action from the applicable Governmental Authority is currently
taking or required to take such actions, if any, with respect to such regulatory
authority’s order or directive, or (v) as to which the conditions or
circumstances identified in the Environmental Site Assessment were investigated
further and based upon such additional investigation, an environmental
consultant recommended no further investigation or remediation, or (vi) as to
which a party with financial resources reasonably estimated to be adequate to
cure the condition or circumstance that would give rise to such material
violation provided a guarantee or indemnity to the related Mortgagor or to the
mortgagee to cover the costs of any required investigation, testing, monitoring
or remediation, or (vii) as to which the related Mortgagor or other responsible
party obtained a “No Further Action” letter or other evidence reasonably
acceptable to a prudent commercial mortgage lender that applicable federal,
state, or local Governmental Authorities had no current intention of taking any
action, and are not requiring any action, in respect of such condition or
circumstance, or (viii) that would not require substantial cleanup, remedial
action or other extraordinary response under any Environmental Laws reasonably
estimated to cost in excess of 5% of the outstanding principal balance of such
Purchased Asset;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (ff)           Except
for any hazardous materials being handled in accordance with applicable
Environmental Laws, (A) there exists either (i) environmental insurance with
respect to such Mortgaged Property or (ii) an amount in an escrow account
pledged as security for such Purchased Asset under the relevant Purchased Asset
Documents equal to no less than 125% of the amount estimated in such
Environmental Site Assessment as sufficient to pay the cost of such remediation
or other action in accordance with such Environmental Site Assessment or (B) one
of the statements set forth in clause (A)(ii) above is true, (i) such Mortgaged
Property is not being used for the treatment or disposal of hazardous materials;
(ii) no hazardous materials are being used or stored or generated for off-site
disposal or otherwise present at such Mortgaged Property other than hazardous
materials of such types and in such quantities as are customarily used or stored
or generated for off-site disposal or otherwise present in or at properties of
the relevant property type; and (iii) such Mortgaged Property is not subject to
any environmental hazard (including, without limitation, any situation involving
hazardous materials) that under the Environmental Laws would have to be
eliminated before the sale of, or that could otherwise reasonably be expected to
adversely affect in more than a de minimis manner the value
or marketability of, such Mortgaged Property.

     

    (gg)          The
related Mortgage or other Purchased Asset Documents contain covenants on the
part of the related Mortgagor requiring its compliance with any present or
future federal, state and local Environmental Laws and regulations in connection
with the Mortgaged Property.  The related Mortgagor (or an affiliate
thereof) has agreed to indemnify, defend and hold Seller, and its successors and
assigns (or in the case of a Participation, the lender of record), harmless from
and against any and all losses, liabilities, damages, penalties, fines, expenses
and claims of whatever kind or nature (including attorneys’ fees and costs)
imposed upon or incurred by or asserted against any such party resulting from a
breach of the environmental representations, warranties or covenants given by
the related Mortgagor in connection with such Purchased Asset.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (hh)          For
each of the Purchased Assets that is covered by environmental insurance, each
environmental insurance policy is in an amount equal to 125% of the outstanding
principal balance of the related Purchased Asset and has a term ending no sooner
than the date that is five years after the maturity date (or, in the case of an
ARD Loan, the final maturity date) of the related Purchased
Asset.  All environmental assessments or updates that were in the
possession of Seller and that relate to a Mortgaged Property as being insured by
an environmental insurance policy have been delivered to or disclosed to the
environmental insurance carrier issuing such policy prior to the issuance of
such policy.

     

    (ii)           As
of the date of origination of the related Purchased Asset, and, as of the
Purchase Date, the Mortgaged Property is covered by insurance policies providing
the coverage described below and the Purchased Asset Documents permit the
mortgagee to require the coverage described below.  All premiums with
respect to the insurance policies insuring each Mortgaged Property have been
paid in a timely manner or escrowed to the extent required by the Purchased
Asset Documents, and Seller has not received any notice of cancellation or
termination.  The relevant Purchased Asset File contains the insurance
policy required for such Purchased Asset or a certificate of insurance for such
insurance policy.  Each Mortgage requires that the related Mortgaged
Property and all improvements thereon be covered by insurance policies providing
(a) coverage in the amount of the lesser of full replacement cost of such
Mortgaged Property and the outstanding principal balance of the related
Purchased Asset (subject to customary deductibles) for fire and extended perils
included within the classification “All Risk of Physical Loss” in an amount
sufficient to prevent the Mortgagor from being deemed a co-insurer and to
provide coverage on a full replacement cost basis of such Mortgaged Property (in
some cases exclusive of foundations and footings) with an agreed amount
endorsement to avoid application of any coinsurance provision; such policies
contain a standard mortgagee clause naming mortgagee and its successor in
interest as additional insureds or loss payee, as applicable; (b) business
interruption or rental loss insurance in an amount at least equal to (i) 12
months of operations or (ii) in some cases all rents and other amounts
customarily insured under this type of insurance of the Mortgaged Property; (c)
flood insurance (if any portion of the improvements on the Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency (“FEMA”), with respect
to certain Purchased Assets and the Secretary of Housing and Urban Development
with respect to other Mortgage Loans, as having special flood hazards) in an
amount not less than amounts prescribed by FEMA; (d) workers’ compensation, if
required by law; (e) comprehensive general liability insurance in an amount
equal to not less than $1,000,000; all such insurance policies contain clauses
providing they are not terminable and may not be terminated without thirty (30)
days prior written notice to the mortgagee (except where applicable law requires
a shorter period or except for nonpayment of premiums, in which case not less
than ten (10) days prior written notice to the mortgagee is
required).  In addition, each Mortgage permits the related mortgagee
to make premium payments to prevent the cancellation thereof and shall entitle
such mortgagee to reimbursement therefor.  Any insurance proceeds in
respect of a casualty, loss or taking will be applied either to the repair or
restoration of all or part of the related Mortgaged Property or the payment of
the outstanding principal balance of the related Purchased Asset together with
any accrued interest thereon.  The related Mortgaged Property is
insured by an insurance policy, issued by an insurer meeting the requirements of
such Purchased Asset (or in the case of a Participation, of the Underlying
Mortgage Loan) and having a claims-paying or financial strength rating of at
least A:X from A.M. Best Company or “A” (or the equivalent) from S&P, Fitch
or Moody’s.  An architectural or engineering consultant has performed
an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4
in order to evaluate the structural and seismic condition of such property, for
the sole purpose of assessing the probable maximum loss (“PML”) for the
Mortgaged Property in the event of an earthquake.  In such instance,
the PML was based on a return period of not less than 100 years, an exposure
period of 50 years and a 10% probability of exceedence.  If the
resulting report concluded that the PML would exceed 20% of the amount of the
replacement costs of the improvements, earthquake insurance on such Mortgaged
Property was obtained by an insurer rated at least A:X by A.M. Best Company or
“A” (or the equivalent) from S&P, Fitch or Moody’s.  The insurer
issuing each of the foregoing insurance policies is qualified to write insurance
in the jurisdiction where the related Mortgaged Property is
located.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (jj)           All
amounts required to be deposited by each Mortgagor at origination under the
related Purchased Asset Documents have been deposited at origination and there
are no deficiencies with regard thereto.

     

    (kk)         Whether
or not a Purchased Asset was originated by Seller, with respect to each
Purchased Asset originated by Seller and each Purchased Asset originated by any
Person other than Seller, as of the date of origination of the related Purchased
Asset, and, with respect to each Purchased Asset originated by Seller and any
subsequent holder of the Purchased Asset, as of the Purchase Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other Governmental Authority or agency now pending against
or affecting the Mortgagor under any Purchased Asset or any of the Mortgaged
Properties that, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Purchased Asset, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Purchased Asset; and there are no such
actions, suits or proceedings threatened against such Mortgagor.

     

    (ll)           Each
Purchased Asset complied at origination, in all material respects, with all of
the terms, conditions and requirements of Seller’s underwriting standards
applicable to such Purchased Asset and since origination, the Purchased Asset
has been serviced in all material respects in a legal manner in conformance with
Seller’s servicing standards.

     

    (mm)       The
originator of the Purchased Asset or Seller has inspected or caused to be
inspected each related Mortgaged Property within the 12 months prior to the
Purchase Date.

     

    (nn)         The
Purchased Asset Documents require the Mortgagor to provide the holder of the
Purchased Asset with at least annual operating statements, financial statements
and except for Purchased Assets for which the related Mortgaged Property is
leased to a single tenant, rent rolls.

     

    (oo)         All
escrow deposits and payments required by the terms of each Purchased Asset are
in the possession, or under the control of Seller (or in the case of a
Participation, the servicer of the related Mortgage Loan), and all amounts
required to be deposited by the applicable Mortgagor under the related Purchased
Asset Documents have been deposited, and there are no deficiencies with regard
thereto (subject to any applicable notice and cure period).  All of
Seller’s interest in such escrows and deposits will be conveyed by Seller to
Buyer hereunder.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (pp)         Each
Mortgagor with respect to a Purchased Asset (and, for each Accommodation Loan,
each Mortgagee thereunder) is an entity whose organizational documents or
related Purchased Asset Documents provide that it is, and at least so long as
the Purchased Asset is outstanding will continue to be, a Single Purpose
Entity.  For this purpose, “Single Purpose Entity” shall mean a
Person, other than an individual, whose organizational documents provide that it
shall engage solely in the business of owning and operating the Mortgaged
Property and that does not engage in any business unrelated to such property and
the financing thereof, does not have any assets other than those related to its
interest in the Mortgaged Property or the financing thereof or any indebtedness
other than as permitted by the related Mortgage or other Purchased Asset
Documents, and the organizational documents of which require that it have its
own separate books and records and its own accounts, in each case that are
separate and apart from the books and records and accounts of any other Person,
except as permitted by the related Mortgage or other Purchased Asset
Documents.

     

    (qq)         Each
of the Purchased Assets contain a “due on sale” clause, which provides for the
acceleration of the payment of the unpaid principal balance of the Purchased
Asset (or in the case of an A Note or a Participation, of the related Mortgage
Loan) if, without the prior written consent of the holder of the Purchased Asset
(or in the case of an A Note or a Participation, of the holder of title to the
Underlying Mortgage Loan), the property subject to the Mortgage, or any
controlling interest therein, is directly or indirectly transferred or sold
(except that it may provide for transfers by devise, descent or operation of law
upon the death of a member, manager, general partner or shareholder of a
Mortgagor and that it may provide for assignments subject to the Purchased Asset
holder’s approval of transferee, transfers to affiliates, transfers to family
members for estate planning purposes, transfers among existing members, partners
or shareholders in Mortgagors or transfers of passive interests so long as the
key principals or general partner retains control).  The Purchased
Asset Documents contain a “due on encumbrance” clause, which provides for the
acceleration of the payment of the unpaid principal balance of the Purchased
Asset if the property subject to the Mortgage or any controlling interest in the
Mortgagor is further pledged or encumbered, unless the prior written consent of
the holder of the Purchased Asset is obtained (except that it may provide for
assignments subject to the Purchased Asset holder’s approval of transferee,
transfers to affiliates or transfers of passive interests so long as the key
principals or general partner retains control).  The Mortgage requires
the Mortgagor to pay all reasonable fees and expenses associated with securing
the consent or approval of the holder of the Mortgage for a waiver of a “due on
sale” or “due on encumbrance” clause or a defeasance provision.  As of
the Purchase Date, Seller holds no preferred equity interest in any Mortgagor
and Seller holds no mezzanine debt related to such Mortgaged
Property.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (rr)           Each
Purchased Asset containing provisions for defeasance of mortgage collateral
requires either (a) the prior written consent of, and compliance with the
conditions set by, the holder of the Purchased Asset to any defeasance, or
(b)(i) the replacement collateral consist of U.S. “government securities,”
within the meaning of Treasury Regulations Article 1.860 G-2(a)(8)(i), in an
amount sufficient to make all scheduled payments under the Mortgage Note when
due (up to the maturity date for the related Purchased Asset, the Anticipated
Repayment Date for ARD Loans or the date on which the Mortgagor may prepay the
related Purchased Asset without payment of any prepayment penalty); (ii) the
loan may be assumed by a Single Purpose Entity approved by the holder of the
Purchased Asset; (iii) counsel provide an opinion that the trustee has a
perfected security interest in such collateral prior to any other claim or
interest; and (iv) such other documents and certifications as the mortgagee may
reasonably require, which may include, without limitation, (A) a certification
that the purpose of the defeasance is to facilitate the disposition of the
mortgaged real property or any other customary commercial transaction and not to
be part of an arrangement to collateralize a REMIC offering with obligations
that are not real estate mortgages and (B) a certification from an independent
certified public accountant that the collateral is sufficient to make all
scheduled payments under the Mortgage Note when due.  Each Purchased
Asset containing provisions for defeasance provides that, in addition to any
cost associated with defeasance, the related Mortgagor shall pay, as of the date
the mortgage collateral is defeased, all scheduled and accrued interest and
principal due as well as an amount sufficient to defease in full the Purchased
Asset.  In addition, if the related Purchased Asset permits
defeasance, then the Mortgage Loan documents provide that the related Mortgagor
shall (x) pay all reasonable fees associated with the defeasance of the
Purchased Asset and all other reasonable expenses associated with the
defeasance, or (y) provide all opinions required under the related Purchased
Asset Documents, including a REMIC opinion, and any applicable rating agency
letters confirming that no downgrade or qualification shall occur as a result of
the defeasance.

     

    (ss)          In
the event that a Purchased Asset is secured by more than one Mortgaged Property,
then, in connection with a release of less than all of such Mortgaged
Properties, a Mortgaged Property may not be released as collateral for the
related Purchased Asset unless, in connection with such release, an amount equal
to not less than 125% of the Allocated Loan Amount for such Mortgaged Property
is prepaid or, in the case of a defeasance, an amount equal to 125% of the
Allocated Loan Amount is defeased through the deposit of replacement collateral
(as contemplated in clause (34) hereof) sufficient to make all scheduled
payments with respect to such defeased amount, or such release is otherwise in
accordance with the terms of the Purchased Asset Documents.

     

    (tt)           Each
Mortgaged Property is owned in fee by the related Mortgagor, with the exception
of (i) Mortgaged Properties that are secured in whole or in a part by a Ground
Lease and (ii) out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.

     

    (uu)         Any
material non-conformity with applicable zoning laws constitutes a legal
non-conforming use or structure that, in the event of casualty or destruction,
may be restored or repaired to the full extent of the use or structure at the
time of such casualty, or for which law and ordinance insurance coverage has
been obtained in amounts consistent with the standards utilized by
Seller.

     

    (vv)         Neither
Seller nor any affiliate thereof has any obligation to make any capital
contributions to the related Mortgagor under the Purchased Asset.  The
Purchased Asset was not originated for the sole purpose of financing the
construction of incomplete improvements on the related Mortgaged
Property.

     

    (ww)        The
following statements are true with respect to the related Mortgaged
Property:  (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) and otherwise appropriate for the use in
which the Mortgaged Property is currently being utilized.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (xx)           None
of the Purchased Asset Documents contain any provision that expressly excuses
the related borrower from obtaining and maintaining insurance coverage for acts
of terrorism and, in circumstances where terrorism insurance is not expressly
required, the mortgagee is not prohibited from requesting that the related
borrower maintain such insurance, in each case, to the extent such insurance
coverage is generally available for like properties in such jurisdictions at
commercially reasonable rates.  Each Mortgaged Property is insured by
an “all-risk” casualty insurance policy that does not contain an express
exclusion for (or, alternatively, is covered by a separate policy that insures
against property damage resulting from) acts of terrorism.

     

    (yy)          An
appraisal of the related Mortgaged Property was conducted in connection with the
origination of such Purchased Asset (or in the case of a Participation, the date
of origination of the Underlying Mortgage Loan), and such appraisal satisfied
the guidelines in Title XI of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, in either case as in effect on the date such Purchased
Asset (or in the case of a Participation, the Underlying Mortgage Loan) was
originated.

     

    Defined
Terms

     

    As used
in this Exhibit:

     

    The term
“Allocated Loan
Amount” shall mean, for each Mortgaged Property, the portion of principal
of the related Purchased Asset allocated to such Mortgaged Property for certain
purposes (including determining the release prices of properties, if permitted)
under such Purchased Asset as set forth in the related loan
documents.  There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.

     

    The term
“Anticipated Repayment
Date” shall mean, with respect to any Purchased Asset that is indicated
on the Purchased Asset Schedule as having a Revised Rate, the date upon which
such Purchased Asset commences accruing interest at such Revised
Rate.

     

    The term
“Assignment of
Leases” shall have the meaning specified in paragraph 10 of this Exhibit
VI.

     

    The term
“Assignment of
Mortgage” shall mean, with respect to any Mortgage, an assignment of the
mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related property is
located to reflect the assignment and pledge of the Mortgage, subject to the
terms, covenants and provisions of this Agreement.

     

    The term
“ARD Loan”
shall mean any Purchased Asset that provides that if the unamortized principal
balance thereof is not repaid on its Anticipated Repayment Date, such Purchased
Asset will accrue Excess Interest at the rate specified in the related Mortgage
Note and the Mortgagor is required to apply excess monthly cash flow generated
by the related Mortgaged Property to the repayment of the outstanding principal
balance on such Purchased Asset.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    The term
“Due Date”
shall mean the day of the month set forth in the related Mortgage Note on which
each monthly payment of interest and/or principal thereon is scheduled to be
first due.

     

    The term
“Environmental Site
Assessment” shall mean a Phase I environmental report meeting the
requirements of the American Society for Testing and Materials, and, if in
accordance with customary industry standards a reasonable lender would require
it, a Phase II environmental report, each prepared by a licensed third party
professional experienced in environmental matters.

     

    The term
“Excess Cash
Flow” shall mean the cash flow from the Mortgaged Property securing an
ARD Loan after payments of interest (at the Mortgage Interest Rate) and
principal (based on the amortization schedule), and (a) required payments for
the tax and insurance fund and ground lease escrows fund, (b) required payments
for the monthly debt service escrows, if any, (c) payments to any other required
escrow funds and (d) payment of operating expenses pursuant to the terms of an
annual budget approved by the servicer and discretionary (lender approved)
capital expenditures.

     

    The term
“Excess
Interest” shall mean any accrued and deferred interest on an ARD Loan in
accordance with the following terms.  Commencing on the respective
Anticipated Repayment Date each ARD Loan (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Article 1001 of the
Code, in the Purchased Assets exercisable during the term of the Purchased
Asset) generally will bear interest at a fixed rate (the “Revised Rate”) per
annum equal to the Mortgage Interest Rate plus a percentage specified in the
related Mortgage Loan Documents.  Until the principal balance of each
such Purchased Asset has been reduced to zero (pursuant to its existing terms or
a unilateral option, as defined in Treasury Regulations under Article 1001 of
the Code, in the Purchased Assets exercisable during the term of the Mortgage
Loan), such Purchased Asset will only be required to pay interest at the
Mortgage Interest Rate and the interest accrued at the excess of the related
Revised Rate over the related Mortgage Interest Rate will be deferred (such
accrued and deferred interest and interest thereon, if any, is “Excess
Interest”).

     

    The term
“Mortgage Interest
Rate” shall mean the fixed rate, or the formula applicable to determine
the floating rate, of interest per annum that each Purchased Asset bears as of
the Purchase Date.

     

    The term
“Permitted
Encumbrances” shall mean:

     

    
      	
               
      

            	
              I.

            	
              the
      lien of current real property taxes, water charges, sewer rents and
      assessments not yet delinquent or accruing interest or
      penalties;

            


    

     

    
      	
               
      

            	
              II.

            	
              covenants,
      conditions and restrictions, rights of way, easements and other matters of
      public record acceptable to mortgage lending institutions generally and
      referred to in the related mortgagee’s title insurance
    policy;

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              III.

            	
              other
      matters to which like properties are commonly subject and which are
      acceptable to mortgage lending institutions generally,
  and

            


    

     

    
      	
               
      

            	
              IV.

            	
              the
      rights of tenants, as tenants only, whether under ground leases or space
      leases at the Mortgaged Property

            


    

     

    that
together do not materially and adversely affect the related Mortgagor’s ability
to timely make payments on the related Purchased Asset, which do not materially
interfere with the benefits of the security intended to be provided by the
related Mortgage or the use, for the use currently being made, the operation as
currently being operated, enjoyment, value or marketability of such Mortgaged
Property, provided, however, that, for
the avoidance of doubt, Permitted Encumbrances shall exclude all pari passu, second, junior
and subordinated mortgages but shall not exclude mortgages that secure Purchased
Assets that are cross-collateralized with other Purchased Assets.

     

    The term
“Revised Rate”
shall mean, with respect to those Purchased Assets on the Purchased Asset
Schedule indicated as having a revised rate, the increased interest rate after
the Anticipated Repayment Date (in the absence of a default) for each applicable
Purchased Asset, as calculated and as set forth in the related Purchased
Asset.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    REPRESENTATIONS
AND WARRANTIES

    REGARDING
EACH INDIVIDUAL PURCHASED ASSET

    THAT
IS A JUNIOR INTEREST

    IN
A PERFORMING COMMERCIAL

    MORTGAGE
LOAN SECURED BY A FIRST LIEN ON

    A MULTIFAMILY OR COMMERCIAL
PROPERTY

     

    (a)           The
representations and warranties set forth in this Exhibit VI regarding
the senior mortgage loan from which the Purchased Asset is derived shall be
deemed incorporated herein in respect of such senior mortgage loan, provided, however, that, in the
event that such senior mortgage loan was not originated by Seller or an
Affiliate of Seller, Seller shall be deemed to be making the representations set
forth in this Exhibit
VI with respect to such senior mortgage loan to the best of Seller’s
knowledge.

     

    (b)           The
information set forth in the Purchased Asset Schedule is complete, true and
correct in all material respects.

     

    (c)           There
exists no material default, breach, violation or event of acceleration (and no
event that, 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 Asset, in any such case to the extent the same materially and
adversely affects the value of the Purchased Asset and the related underlying
real property.

     

    (d)           Except
with respect to the enforceability of any provisions requiring the payment of
default interest, late fees, additional interest, prepayment premiums or yield
maintenance charges, neither the Purchased Asset nor any of the related
Purchased Asset Documents is subject to any right of rescission, set-off,
abatement, diminution, valid counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of any such Purchased Asset
Documents, or the exercise (in compliance with procedures permitted under
applicable law) of any right thereunder, render any Purchased Asset Documents
subject to any right of rescission, set-off, abatement, diminution, valid
counterclaim or defense, including the defense of usury (subject to
anti-deficiency or one form of action laws and to bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditor’s rights generally and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)), and no such right of rescission, set-off,
abatement, diminution, valid counterclaim or defense has been asserted with
respect thereto.

     

    (e)           The
Purchased Asset Documents have been duly and properly executed by the originator
of the Purchased Asset, 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 Asset is not usurious.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)           The
terms of the related Purchased Asset Documents have not been impaired, waived,
altered or modified in any material respect (other than by a written instrument
that is included in the related Purchased Asset File).

     

    (g)           The
assignment of the Purchased Asset constitutes the legal, valid and binding
assignment of such Purchased Asset from Seller to or for the benefit of Buyer
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).

     

    (h)           All
representations and warranties in the Purchased Asset Documents and in the
underlying documents for the performing commercial mortgage loan secured by a
first lien on a multifamily or commercial property to which such Purchased Asset
relates are true and correct in all material respects.

     

    (i)           The
servicing and collection practices used by Seller for the Purchased Asset have
complied with applicable law in all material respects and are consistent with
those employed by prudent servicers of comparable Purchased Assets.

     

    (j)           Seller
is not a debtor in any state or federal bankruptcy or insolvency
proceeding.

     

    (k)           As
of the Purchase Date, there is no payment default, giving effect to any
applicable notice and/or grace period, and there is no other material default
under any of the related Purchased Asset Documents, giving effect to any
applicable notice and/or grace period; no such material default or breach has
been waived by Seller or on its behalf or by Seller’s predecessors in interest
with respect to the Purchased Assets; and no event has occurred that, with the
passing of time or giving of notice would constitute a material default or
breach; provided, however, that the representations and warranties set forth in
this sentence do not cover any default, breach, violation or event of
acceleration that specifically pertains to or arises out of any subject matter
otherwise covered by any other representation or warranty made by Seller in this
Exhibit
VI.  No Purchased Asset has been accelerated and no foreclosure
or power of sale proceeding has been initiated in respect of the related
Mortgage.  Seller has not waived any material claims against the
related Mortgagor under any non-recourse exceptions contained in the Mortgage
Note.

     

    (l)           No
Purchased Asset has been satisfied, canceled, subordinated (except to the senior
mortgage loan from which the Purchased Asset is derived), released or rescinded,
in whole or in part, and the related Mortgagor has not been released, in whole
or in part, from its obligations under any related Purchased Asset
Document.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    REPRESENTATIONS
AND WARRANTIES

    REGARDING
EACH INDIVIDUAL PURCHASED ASSET

    THAT IS A
CMBS

     

    (a)           The
CMBS consists of pass-through certificates representing beneficial ownership
interests in one or more REMICs consisting of one or more first lien mortgage
loans secured by commercial and/or multifamily properties.

     

    (b)           Immediately
prior to the sale, transfer and assignment to Buyer thereof, Seller had good and
marketable title to, and was the sole owner and holder of, such CMBS, and Seller
is transferring such CMBS free and clear of any and all liens, pledges,
encumbrances, charges, security interests or any other ownership interests of
any nature encumbering such CMBS.

     

    (c)           Seller
has full right, power and authority to sell and assign such CMBS and such CMBS
has not been cancelled, satisfied or rescinded in whole or part nor has any
instrument been executed that would effect a cancellation, satisfaction or
rescission thereof.

     

    (d)           Other
than consents and approvals obtained as of the related Purchase Date or those
already granted in the related documents governing such CMBS, no consent or
approval by any Person is required in connection with Buyer’s acquisition of
such CMBS, for Buyer’s exercise of any rights or remedies in respect of such
CMBS or for Buyer’s sale or other disposition of such CMBS.  No third
party holds any “right of first refusal”, “right of first negotiation”, “right
of first offer”, purchase option, or other similar rights of any kind, and no
other impediment exists to any such transfer or exercise of rights or
remedies.

     

    (e)           Upon
consummation of the purchase contemplated to occur in respect of such CMBS on
the Purchase Date therefor, Seller will have validly and effectively conveyed to
Buyer all legal and beneficial interest in and to such CMBS free and clear of
any and all liens, pledges, encumbrances, charges, security interests or any
other ownership interests of any nature.

     

    (f)           The
CMBS is a physical security in registered form, or is in book-entry form and
held through the facilities of (a) The Depository Trust Corporation in New York,
New York, or

     

    (b)
another clearing organization or book-entry system reasonably acceptable to
Buyer.

     

    (g)          With
respect to any CMBS that is a physical security, Seller has delivered to Buyer
or its designee such physical security, along with any and all certificates and
assignments necessary to transfer such security under the issuing documents of
such CMBS.

     

    (h)          With
respect to any CMBS registered with DTC or another clearing organization, Seller
has delivered to Buyer or its designee evidence of re-registration to the
securities intermediary in Buyer’s name on behalf of Buyer.

     

    (i)           All
information contained in the related Purchased Asset File (or as otherwise
provided to Buyer) in respect of such CMBS is accurate and complete in all
material respects.

     

    (j)           As
of the date of its issuance, such CMBS complied in all material respects with,
or was exempt from, all requirements of federal, state or local law relating to
the issuance thereof including, without limitation, any registration
requirements of the Securities Act of 1933, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (k)           Except
as included in the Purchased Asset File, there is no document that by its terms
modifies or affects the rights and obligations of the holder of such CMBS, the
terms of the related pooling and servicing agreement or any other agreement
relating to the CMBS, and, since issuance, there has been no material change or
waiver to any term or provision of any such document, instrument or
agreement.

     

    (l)           There
is no (i) monetary default, breach or violation of any pooling and servicing
agreement or other document governing or pertaining to such CMBS, (ii) material
non-monetary default, breach or violation of any such agreement or other
document or other document governing or pertaining to such CMBS, or (iii) event
that, with the passage of time or with notice and the expiration of any grace or
cure period, would constitute a default, breach, violation or event of
acceleration under such documents and agreements.

     

    (m)          No
consent, approval, authorization or order of, or registration or filing with, or
notice to, any court or governmental agency or body having jurisdiction or
regulatory authority over Seller is required for any transfer or assignment of
such CMBS.

     

    (n)          Except
as included in the Purchased Asset File, (i) no interest shortfalls have
occurred and no realized losses have been applied to any CMBS or otherwise
incurred with respect to any mortgage loan related to such CMBS nor any class of
CMBS issued under the same governing documents as any CMBS, and (ii) Seller has
no knowledge of any circumstances that could have a Material Adverse Effect on
the CMBS.

     

    (o)          With
respect to CMBS backed by a single mortgaged asset, there are no circumstances
or conditions with respect to the CMBS, the Underlying Mortgaged Property or the
related Mortgagor’s credit standing that can reasonably be expected to have a
Material Adverse Effect on the CMBS.

     

    (p)          Seller
has not received written notice of any outstanding liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind for which the holder of such CMBS is or may become
obligated.

     

    (q)          There
is no material inaccuracy in any servicer report or trustee report delivered to
it (and, in turn, delivered pursuant to the terms of this Agreement) in
connection with such CMBS.

     

    (r)           No
servicer of the CMBS has made any advances, directly or indirectly, with respect
to the CMBS or to any mortgage loan relating to such CMBS.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    REPRESENTATIONS
AND WARRANTIES

    REGARDING
EACH INDIVIDUAL PURCHASED ASSET

    THAT IS A CRE
CDO

     

    (a)           Immediately
prior to the sale, transfer and assignment to Buyer thereof, Seller had good and
marketable title to, and was the sole owner and holder of, such CRE CDO, and
Seller is transferring such CRE CDO free and clear of any and all liens,
pledges, encumbrances, charges, security interests or any other ownership
interests of any nature encumbering such CRE CDO.

     

    (b)           Seller
has full right, power and authority to sell and assign such CRE CDO and such CRE
CDO has not been cancelled, satisfied or rescinded in whole or part nor has any
instrument been executed that would effect a cancellation, satisfaction or
rescission thereof.

     

    (c)           Other
than consents and approvals obtained as of the related Purchase Date or those
already granted in the related documents governing such CRE CDO, no consent or
approval by any Person is required in connection with Buyer’s acquisition of
such CRE CDO, for Buyer’s exercise of any rights or remedies in respect of such
CRE CDO or for Buyer’s sale or other disposition of such CRE CDO.  No
third party holds any “right of first refusal”, “right of first negotiation”,
“right of first offer”, purchase option, or other similar rights of any kind,
and no other impediment exists to any such transfer or exercise of rights or
remedies.

     

    (d)           Upon
consummation of the purchase contemplated to occur in respect of such CRE CDO on
the Purchase Date therefor, Seller will have validly and effectively conveyed to
Buyer all legal and beneficial interest in and to such CRE CDO free and clear of
any and all liens, pledges, encumbrances, charges, security interests or any
other ownership interests of any nature.

     

    (e)           The
CRE CDO is a physical security in registered form, or is in book-entry form and
held through the facilities of (a) The Depository Trust Corporation in New York,
New York, or (b) another clearing organization or book-entry system reasonably
acceptable to Buyer.

     

    (f)           With
respect to any CRE CDO that is a physical security, Seller has delivered to
Buyer or its designee such physical security, along with any and all
certificates and assignments necessary to transfer such security under the
issuing documents of such CRE CDO.

     

    (g)           With
respect to any CRE CDO registered with DTC or another clearing organization,
Seller has delivered to Buyer or its designee evidence of re-registration to the
securities intermediary in Buyer’s name on behalf of Buyer.

     

    (h)           All
information contained in the related Purchased Asset File (or as otherwise
provided to Buyer) in respect of such CRE CDO is accurate and complete in all
material respects.

     

    (i)           
To the knowledge of Seller, as of the date of its issuance, such CRE CDO
complied in all material respects with, or was exempt from, all requirements of
federal, state or local law relating to the issuance thereof including, without
limitation, any registration requirements of the Securities Act of 1933, as
amended.

     

    (j)           
Except as included in the Purchased Asset File, there is no document that by its
terms modifies or affects the rights and obligations of the holder of such CRE
CDO, the terms of the related pooling and servicing agreement or any other
agreement relating to the CRE CDO, and, since issuance, there has been no
material change or waiver to any term or provision of any such document,
instrument or agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (k)           There
is no (i) monetary default, breach or violation exists with respect to any
pooling and servicing agreement, indenture, or other document governing or
pertaining to such CRE CDO, (ii) material non-monetary default, breach or
violation exists with respect to any such agreement, indenture, or other
document governing or pertaining to such CRE CDO, or (iii) event that, with
the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of acceleration
under such documents and agreements.

     

    (l)          
 No consent, approval, authorization or order of, or registration or filing
with, or notice to, any court or governmental agency or body having jurisdiction
or regulatory authority over Seller is required for any transfer or assignment
of such CRE CDO.

     

    (m)         
Except as included in the Purchased Asset File, (i) no interest shortfalls have
occurred and no realized losses have been applied to any CRE CDO or otherwise
incurred with respect to any mortgage loan related to such CRE CDO nor any class
of CRE CDO issued under the same governing documents as any CRE CDO, and (ii)
Seller has no knowledge of any circumstances that could have a Material Adverse
Effect on the CRE CDO.

     

    (n)           Seller
has not received written notice of any outstanding liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind for which the holder of such CRE CDO is or may become
obligated.

     

    (o)           There
is no material inaccuracy in any servicer report or trustee report delivered to
it (and, in turn, delivered pursuant to the terms of this Agreement) in
connection with such CRE CDO.

     

    (p)           No
fraudulent acts were committed by Seller in connection with its acquisition of
such CRE CDO.

     

    (q)           No
servicer of the CRE CDO has made any advances, directly or indirectly, with
respect to the CRE CDO or to any mortgage loan relating to such CRE
CDO.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    REPRESENTATIONS
AND WARRANTIES

    RE: PURCHASED ASSETS
CONSISTING OF MEZZANINE LOANS

     

    (a)           The
Mezzanine Loan is a performing mezzanine loan secured by a pledge of all of the
Capital Stock of a Mortgagor that owns income producing commercial real
estate.

     

    (b)           As
of the Purchase Date, such Mezzanine Loan complies in all material respects
with, or is exempt from, all requirements of federal, state or local law
relating to such Mezzanine Loan.

     

    (c)           Immediately
prior to the sale, transfer and assignment to Buyer thereof, Seller had good and
marketable title to, and was the sole owner and holder of, such Mezzanine Loan,
and Seller is transferring such Mezzanine Loan free and clear of any and all
liens, pledges, encumbrances, charges, security interests or any other ownership
interests of any nature encumbering such Mezzanine Loan.  Upon
consummation of the purchase contemplated to occur in respect of such Mezzanine
Loan on the Purchase Date therefor, Seller will have validly and effectively
conveyed to Buyer all legal and beneficial interest in and to such Mezzanine
Loan free and clear of any pledge, lien, encumbrance or security
interest.

     

    (d)           No
fraudulent acts were committed by Seller in connection with its acquisition or
origination of such Mezzanine Loan nor were any fraudulent acts committed by any
Person in connection with the origination of such Mezzanine Loan.

     

    (e)           All
information contained in the related Underwriting Package (or as otherwise
provided to Buyer) in respect of such Mezzanine Loan is accurate and complete in
all material respects.

     

    (f)           Except
as included in the Underwriting Package, Seller is not a party to any document,
instrument or agreement, and there is no document, that by its terms modifies or
affects the rights and obligations of any holder of such Mezzanine Loan and
Seller has not consented to any material change or waiver to any term or
provision of any such document, instrument or agreement and no such change or
waiver exists.

     

    (g)           Such
Mezzanine Loan is presently outstanding, the proceeds thereof have been fully
and properly disbursed and, except for amounts held in escrow by Seller, there
is no requirement for any future advances thereunder.

     

    (h)           Seller
has full right, power and authority to sell and assign such Mezzanine Loan and
such Mezzanine Loan or any related Mezzanine Note has not been cancelled,
satisfied or rescinded in whole or part nor has any instrument been executed
that would effect a cancellation, satisfaction or rescission
thereof.

     

    (i)           Other
than consents and approvals obtained as of the related Purchase Date or those
already granted in the documentation governing such Mezzanine Loan (the “Mezzanine Loan
Documents”), no consent or approval by any Person is required in
connection with Seller’s sale and/or Buyer’s acquisition of such Mezzanine Loan,
for Buyer’s exercise of any rights or remedies in respect of such Mezzanine Loan
or for Buyer’s sale, pledge or other disposition of such
Mezzanine Loan.  No third party holds any “right of first refusal”,
“right of first negotiation”, “right of first offer”, purchase option, or other
similar rights of any kind, and no other impediment exists to any such transfer
or exercise of rights or remedies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j)           The
Mezzanine Collateral is secured by a pledge of equity ownership interests in the
related borrower under the Underlying Mortgage Loan or a direct or indirect
owner of the related borrower and the security interest created thereby has been
fully perfected in favor of Seller as Mezzanine Lender.

     

    (k)          The
Underlying Property Owner has been duly organized and is validly existing and in
good standing under the laws of its jurisdiction of organization, with requisite
power and authority to own its assets and to transact the business in which it
is now engaged, the sole purpose of the Underlying Property Owner under its
organizational documents is to own, finance, sell or otherwise manage the
Properties and to engage in any and all activities related or incidental
thereto, and the Mortgaged Properties constitute the sole assets of the
Underlying Property Owner.

     

    (l)           The
Underlying Property Owner has good and marketable title to the Underlying
Mortgaged Property, no claims under the title policies insuring the Underlying
Property Owner’s title to the Properties have been made, and the Underlying
Property Owner has not received any written notice regarding any material
violation of any easement, restrictive covenant or similar instrument affecting
the Underlying Mortgaged Property.

     

    (m)         The
representations and warranties made by the borrower (the “Mezzanine Borrower”)
in the Mezzanine Loan Documents were true and correct in all material respects
as of the date such representations and warranties were stated to be true
therein, and there has been no adverse change with respect to the Mezzanine
Loan, the Mezzanine Borrower, the Underlying Mortgaged Property or the
Underlying Property Owner that would render any such representation or warranty
not true or correct in any material respect as of the Purchase
Date.

     

    (n)          The
Mezzanine Loan Documents provide for the acceleration of the payment of the
unpaid principal balance of the Mezzanine Loan if (i) the related borrower
voluntarily transfers or encumbers all or any portion of any related Mezzanine
Collateral, or (ii) any direct or indirect interest in the related borrower is
voluntarily transferred or assigned, other than, in each case, as permitted
under the terms and conditions of the related loan documents.

     

    (o)          Pursuant
to the terms of the Mezzanine Loan Documents: (a) no material terms of any
related Mortgage may be waived, canceled, subordinated or modified in any
material respect and no material portion of such Mortgage or the Underlying
Mortgaged Property may be released without the consent of the holder of the
Mezzanine Loan; (b) no material action may be taken by the Underlying Property
Owner with respect to the Underlying Mortgaged Property without the consent of
the holder of the Mezzanine Loan; (c) the holder of the Mezzanine Loan is
entitled to approve the budget of the Underlying Property Owner as it relates to
the Underlying Mortgaged Property; and (d) the holder of the Mezzanine Loan's
consent is required prior to the Underlying Property Owner incurring any
additional indebtedness.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (p)          There
is no (i) monetary default, breach or violation with respect to such Mezzanine
Loan, the Underlying Mortgage Loan or any other obligation of the owner of the
Underlying Mortgaged Property (the “Underlying Property
Owner”), (ii) material non-monetary default, breach or violation with
respect to such Mezzanine Loan, the Underlying Mortgage Loan or any other
obligation of the Underlying Property Owner or (iii) event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of
acceleration.

     

    (q)          No
default or event of default has occurred under any agreement pertaining to any
lien or other interest that ranks pari passu with or senior to
the interests of the holder of such Mezzanine Loan or with respect to any
Underlying Mortgage Loan or other indebtedness in respect of the related
Underlying Mortgaged Property and there is no provision in any agreement related
to any such lien, interest or loan which would provide for any increase in the
principal amount of any such lien, other interest or loan.

     

    (r)           Seller’s
security interest in the Mezzanine Loan is covered by a UCC-9 insurance policy
(the “UCC-9
Policy”) in the maximum principal amount of the Mezzanine Loan insuring
that the related pledge is a valid first priority lien on the collateral pledged
in respect of such Mezzanine Loan (the “Mezzanine
Collateral”), subject only to the exceptions stated therein (or a pro
forma title policy or marked up title insurance commitment on which the required
premium has been paid exists which evidences that such UCC-9 Policy will be
issued), such UCC-9 Policy (or, if it has yet to be issued, the coverage to be
provided thereby) is in full force and effect, no material claims have been made
thereunder and no claims have been paid thereunder, Seller has not done, by act
or omission, anything that would materially impair the coverage under the UCC9
Policy and as of the Purchase Date, the UCC-9 Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the benefit of Buyer
without the consent of or notice to the insurer.

     

    (s)          The
Mezzanine Loan, and each party involved in the origination of the Mezzanine
Loan, complied as of the date of origination with, or was exempt from,
applicable state or federal laws, regulations and other requirements pertaining
to usury.

     

    (t)           Seller
has delivered to Buyer or its designee the original promissory note made in
respect of such Mezzanine Loan, together with an original assignment thereof
executed by Seller in blank.

     

    (u)          Seller
has not received any written notice that the Mezzanine Loan may be subject to
reduction or disallowance for any reason, including without limitation, any
setoff, right of recoupment, defense, counterclaim or impairment of any
kind.

     

    (v)          Seller
has no obligation to make loans to, make guarantees on behalf of, or otherwise
extend credit to, or make any of the foregoing for the benefit of, the Mezzanine
Borrower or any other person under or in connection with the Mezzanine
Loan.

     

    (w)          The
servicing and collection practices used by the servicer of the Mezzanine Loan,
and the origination practices of the related originator, have been in all
respects legal, proper and prudent and have met customary industry standards by
prudent institutional commercial mezzanine lenders and mezzanine loan servicers
except to the extent that, in connection with its origination, such standards
were modified as reflected in the documentation delivered to Buyer.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (x)           If
applicable, the ground lessor consented to and acknowledged that (i) the
Mezzanine Loan is permitted / approved, (ii) any foreclosure of the Mezzanine
Loan and related change in ownership of the ground lessee will not require the
consent of the ground lessor or constitute a default under the ground lease,
(iii) copies of default notices would be sent to Mezzanine Lender and (iv) it
would accept cure from Mezzanine Lender on behalf of the ground
lessee.

     

    (y)           To
the extent the Buyer was granted a security interest with respect to the
Mezzanine Loan, such interest (i) was given for due consideration, (ii) has
attached, (iii) is perfected, (iv) is a first priority Lien, and (v) has been
appropriately assigned to the Buyer by the Underlying Property
Owner.

     

    (z)           No
consent, approval, authorization or order of, or registration or filing with, or
notice to, any court or governmental agency or body having jurisdiction or
regulatory authority is required for any transfer or assignment by the holder of
such Mezzanine Loan.

     

    (aa)         Seller
has not received written notice of any outstanding liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind for which the holder of such Mezzanine Loan is or may
become obligated.

     

    (bb)         Seller
has not advanced funds, or knowingly received any advance of funds from a party
other than the borrower relating to such Mezzanine Loan, directly or indirectly,
for the payment of any amount required by such Mezzanine Loan.

     

    (cc)         All
real estate taxes and governmental assessments, or installments thereof, which
would be a lien on any related Underlying Mortgaged Property and that prior to
the Purchase Date for the related Purchased Asset have become delinquent in
respect of such Underlying Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been
established.  For purposes of this representation and warranty, real
estate taxes and governmental assessments and installments thereof shall not be
considered delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which enforcement
action is entitled to be taken by the related taxing authority.

     

    (dd)         As
of the Purchase Date for the related Purchased Asset, each related Underlying
Mortgaged Property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at origination) that
would affect materially and adversely the value of such Underlying Mortgaged
Property as security for the related Underlying Mortgage Loan and there was no
proceeding pending or, based solely upon the delivery of written notice thereof
from the appropriate condemning authority, threatened for the total or partial
condemnation of such Underlying Mortgaged Property.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (ee)          As
of the Purchase Date of the Mezzanine Loan, all insurance coverage required
under the Mezzanine Loan Documents and/or any Mortgage Loan related to the
Underlying Mortgaged Property, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Underlying Mortgaged Property in the jurisdiction in which such Underlying
Mortgaged Property is located, and with respect to a fire and extended perils
insurance policy, is in an amount (subject to a customary deductible) at least
equal to the lesser of (i) the replacement cost of improvements located on such
Underlying Mortgaged Property, or (ii) the outstanding principal balance of the
Underlying Mortgage Loan, and in any event, the amount necessary to prevent
operation of any co-insurance provisions; and, except if such Underlying
Mortgaged Property is operated as a mobile home park, is also covered by
business interruption or rental loss insurance, in an amount at least equal to
12 months of operations of the related Underlying Mortgaged Property, all of
which was in full force and effect with respect to each related Underlying
Mortgaged Property; and, as of the Purchase Date for the related Purchased
Asset, all insurance coverage required under the Mezzanine Loan Documents and/or
any Underlying Mortgage Loan related to the Underlying Mortgaged Property, which
insurance covers such risks and is in such amounts as are customarily acceptable
to prudent commercial and multifamily mortgage lending institutions lending on
the security of property comparable to the related Underlying Mortgaged Property
in the jurisdiction in which such Underlying Mortgaged Property is located, is
in full force and effect with respect to each related Underlying Mortgaged
Property; all premiums due and payable through the Purchase Date for the related
Purchased Asset have been paid; and no notice of termination or cancellation
with respect to any such insurance policy has been received by Seller; and
except for certain amounts not greater than amounts which would be considered
prudent by an institutional commercial and/or multifamily mortgage lender with
respect to a similar mortgage loan and which are set forth in the Mezzanine Loan
Documents and/or any Underlying Mortgage Loan related to the Underlying
Mortgaged Property, any insurance proceeds in respect of a casualty loss, will
be applied either (i) to the repair or restoration of all or part of the related
Underlying Mortgaged Property or (ii) the reduction of the outstanding
principal balance of the Underlying Mortgage Loan, subject in either case to
requirements with respect to leases at the related Underlying Mortgaged Property
and to other exceptions customarily provided for by prudent institutional
lenders for similar loans.  The Underlying Mortgaged Property is also
covered by comprehensive general liability insurance against claims for personal
and bodily injury, death or property damage occurring on, in or about the
related Underlying Mortgaged Property, in an amount customarily required by
prudent institutional lenders.  An architectural or engineering
consultant has performed an analysis of the Underlying Mortgaged Properties
located in seismic zone 3 or 4 in order to evaluate the structural and seismic
condition of such property, for the sole purpose of assessing the probable
maximum loss (“PML”) for the
Underlying Mortgaged Property in the event of an earthquake.  In such
instance, the PML was based on a 475 year lookback with a 10% probability of
exceedance in a 50 year period.  If the resulting report concluded
that the PML would exceed 20% of the amount of the replacement costs of the
improvements, earthquake insurance on such Underlying Mortgaged Property was
obtained by an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or
the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from
Moody’s.  If the Underlying Mortgaged Property is located in Florida
or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama,
Georgia, North Carolina or South Carolina such Underlying Mortgaged Property is
insured by windstorm insurance in an amount at least equal to the lesser of (i)
the outstanding principal balance of such Underlying Mortgage Loan and (ii) 100%
of the full insurable value, or 100% of the replacement cost, of the
improvements located on the related Underlying Mortgaged Property.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (ff)           The
insurance policies contain a standard Mortgagee clause naming the Mortgagee, its
successors and assigns as loss payee, in the case of a property insurance
policy, and additional insured in the case of a liability insurance policy and
provide that they are not terminable without 30 days prior written notice to the
Mortgagee (or, with respect to nonpayment, 10 days prior written notice to the
Mortgagee) or such lesser period as prescribed by applicable
law.  Each Mortgage requires that the Mortgagor maintain insurance as
described above or permits the Mortgagee to require insurance as described
above, and permits the Mortgagee to purchase such insurance at the Mortgagor’s
expense if Mortgagor fails to do so.

     

    (gg)         There
is no material and adverse environmental condition or circumstance affecting the
Underlying Mortgaged Property; there is no material violation of any applicable
Environmental Law with respect to the Underlying Mortgaged Property; neither
Seller nor the Underlying Property Owner has taken any actions which would cause
the Underlying Mortgaged Property not to be in compliance with all applicable
Environmental Laws; the Underlying Mortgage Loan documents require the borrower
to comply with all Environmental Laws; and each Mortgagor has agreed to
indemnify the Mortgagee for any losses resulting from any material, adverse
environmental condition or failure of the Mortgagor to abide by such
Environmental Laws or has provided environmental insurance.

     

    (hh)         No
borrower under the Mezzanine Loan nor any Mortgagor under any Underlying
Mortgage Loan is a debtor in any state or federal bankruptcy or insolvency
proceeding.

     

    (ii)           
Each related Underlying Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12 month period prior to the
related origination date.

     

    (jj)           There
are no material violations of any applicable zoning ordinances, building codes
and land laws applicable to the Underlying Mortgaged Property or the use and
occupancy thereof which (i) are not insured by an ALTA lender’s title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, or a law and ordinance insurance policy or (ii) would
have a material adverse effect on the value, operation or net operating income
of the Underlying Mortgaged Property.  The Mezzanine Loan Documents
and the Underlying Mortgage Loan documents require the Underlying Mortgaged
Property to comply with all applicable laws and ordinances.

     

    (kk)          None
of the material improvements which were included for the purposes of determining
the appraised value of any related Underlying Mortgaged Property at the time of
the origination of the Mezzanine Loan or any related Underlying Mortgage Loan
lies outside of the boundaries and building restriction lines of such property
(except Underlying Mortgaged Properties which are legal non-conforming uses), to
an extent which would have a material adverse affect on the value of the
Underlying Mortgaged Property or the related Mortgagor’s use and operation of
such Underlying Mortgaged Property (unless affirmatively covered by title
insurance) and no improvements on adjoining properties encroached upon such
Underlying Mortgaged Property to any material and adverse extent (unless
affirmatively covered by title insurance).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (ll)           As
of the Purchase Date for the related Purchased Asset, there was no pending
action, suit or proceeding, or governmental investigation of which Seller, the
Mezzanine Borrower or the Underlying Property Owner has received notice, against
the Mortgagor or the related Underlying Mortgaged Property the adverse outcome
of which could reasonably be expected to materially and adversely affect the
Mezzanine Loan or the Underlying Mortgage Loan.

     

    (mm)       The
improvements located on the Underlying Mortgaged Property are either not located
in a federally designated special flood hazard area or, if so located, the
Mortgagor is required to maintain or the Mortgagee maintains, flood insurance
with respect to such improvements and such policy is in full force and effect in
an amount no less than the lesser of (i) the original principal balance of the
Underlying Mortgage Loan, (ii) the value of such improvements on the related
Underlying Mortgaged Property located in such flood hazard area or (iii) the
maximum allowed under the related federal flood insurance program.

     

    (nn)         Except
for Mortgagors under Underlying Mortgage Loans the Underlying Mortgaged Property
with respect to which includes a Ground Lease, the related Mortgagor (or its
affiliate) has title in the fee simple interest in each related Underlying
Mortgaged Property.

     

    (oo)         The
related Underlying Mortgaged Property is not encumbered, and none of the
Mezzanine Loan Documents or any Underlying Mortgage Loan documents permits the
related Underlying Mortgaged Property to be encumbered subsequent to the
Purchase Date of the related Purchased Asset without the prior written consent
of the holder thereof, by any lien securing the payment of money junior to or of
equal priority with, or superior to, the lien of the related Mortgage (other
than Title Exceptions, taxes, assessments and contested mechanics and
materialmens liens that become payable after such Purchase Date).

     

    (pp)         Each
related Underlying Mortgaged Property constitutes one or more complete separate
tax lots (or the related Mortgagor has covenanted to obtain separate tax lots
and a Person has indemnified the Mortgagee for any loss suffered in connection
therewith or an escrow of funds in an amount sufficient to pay taxes resulting
from a breach thereof has been established) or is subject to an endorsement
under the related title insurance policy.

     

    (qq)         An
appraisal of the related Underlying Mortgaged Property was conducted in
connection with the origination of the Underlying Mortgage Loan; and such
appraisal satisfied either (A) the requirements of the “Uniform Standards of
Professional Appraisal Practice” as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in
effect on the date such Underlying Mortgage Loan was originated.

     

    (rr)           The
related Underlying Mortgaged Property is served by public utilities, water and
sewer (or septic facilities) and otherwise appropriate for the use in which the
Underlying Mortgaged Property is currently being utilized.

     

    (ss)          With
respect to each related Underlying Mortgaged Property consisting of a Ground
Lease, Seller represents and warrants the following with respect to the related
Ground Lease:

     

    I.           Such
Ground Lease or a memorandum thereof has been or will be duly recorded no later
than 30 days after the Purchase Date of the related Purchased Asset and such
Ground Lease permits the interest of the lessee thereunder to be encumbered by
the related Mortgage or, if consent of the lessor thereunder is required, it has
been obtained prior to the Purchase Date.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    II.          Upon
the foreclosure of the Underlying Mortgage Loan (or acceptance of a deed in lieu
thereof), the Mortgagor’s interest in such Ground Lease is assignable to the
Mortgagee under the leasehold estate and its assigns without the consent of the
lessor thereunder (or, if any such consent is required, it has been obtained
prior to the Purchase Date).

     

    III.         Such
Ground Lease may not be amended, modified, canceled or terminated without the
prior written consent of the Mortgagee and any such action without such consent
is not binding on the Mortgagee, its successors or assigns, except termination
or cancellation if (i) an event of default occurs under the Ground Lease,
(ii) notice thereof is provided to the Mortgagee and (iii) such default is
curable by the Mortgagee as provided in the Ground Lease but remains uncured
beyond the applicable cure period.

     

    IV.         Such
Ground Lease is in full force and effect, there is no material default under
such Ground Lease, and there is no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
material default under such Ground Lease.

     

    V.          The
Ground Lease or ancillary agreement between the lessor and the lessee requires
the lessor to give notice of any default by the lessee to the
Mortgagee.  The Ground Lease or ancillary agreement further provides
that no notice given is effective against the Mortgagee unless a copy has been
given to the Mortgagee in a manner described in the Ground Lease or ancillary
agreement.

     

    VI.         The
Ground Lease (i) is not subject to any liens or encumbrances superior to, or of
equal priority with, the Mortgage, subject, however, to only the Title
Exceptions or (ii) is subject to a subordination, non-disturbance and attornment
agreement to which the Mortgagee on the lessor’s fee interest in the Underlying
Mortgaged Property is subject.

     

    VII.        A
Mortgagee is permitted a reasonable opportunity (including, where necessary,
sufficient time to gain possession of the interest of the lessee under the
Ground Lease) to cure any curable default under such Ground Lease before the
lessor thereunder may terminate such Ground Lease.

     

    VIII.       Such
Ground Lease has an original term (together with any extension options, whether
or not currently exercised, set forth therein all of which can be exercised by
the Mortgagee if the Mortgagee acquires the lessee’s rights under the Ground
Lease) that extends not less than 20 years beyond the stated maturity
date.

     

    IX.          Under
the terms of such Ground Lease, any estoppel or consent letter received by the
Mortgagee from the lessor, and the related Mortgage, taken together, any related
insurance proceeds or condemnation award (other than in respect of a total or
substantially total loss or taking) will be applied either to the repair or
restoration of all or part of the related Underlying Mortgaged Property, with
the Mortgagee or a trustee appointed by it having the right to hold and disburse
such proceeds as repair or restoration progresses, or to the payment or
defeasance of the outstanding principal balance of the Underlying Mortgage Loan,
together with any accrued interest (except in cases where a different allocation
would not be viewed as commercially unreasonable by any commercial mortgage
lender, taking into account the relative duration of the Ground Lease and the
related Mortgage and the ratio of the market value of the related Underlying
Mortgaged Property to the outstanding principal balance of such Underlying
Mortgage Loan).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    X.           The
Ground Lease does not impose any restrictions on subletting that would be viewed
as commercially unreasonable by a prudent commercial lender.

     

    XI.          The
ground lessor under such Ground Lease is required to enter into a new lease upon
termination of the Ground Lease for any reason, including the rejection of the
Ground Lease in bankruptcy.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    REPRESENTATIONS
AND WARRANTIES

    RE:  PURCHASED
ASSETS CONSISTING

    OF MEZZANINE
PARTICIPATIONS

     

    (a)           The
Mezzanine Participation is a senior participation interest in a Mezzanine
Loan.

     

    (b)           As
of the Purchase Date, the Mezzanine Participation complies in all material
respects with, or is exempt from, all requirements of federal, state or local
law relating to the Mezzanine Participation.

     

    (c)           Immediately
prior to the sale, transfer and assignment to Buyer thereof, Seller had good and
marketable title to, and was the sole owner and holder of, the Mezzanine
Participation, and Seller is transferring the Mezzanine Participation free and
clear of any and all liens, pledges, encumbrances, charges, security interests
or any other ownership interests of any nature encumbering the Mezzanine
Participation.  Upon consummation of the purchase contemplated to
occur in respect of the Mezzanine Participation on the Purchase Date therefor,
Seller will have validly and effectively conveyed to Buyer all legal and
beneficial interest in and to the Mezzanine Participation free and clear of any
pledge, lien, encumbrance or security interest.

     

    (d)           No
fraudulent acts were committed by Seller in connection with its acquisition or
origination of the Mezzanine Participation nor were any fraudulent acts
committed by any Person in connection with the origination of the Mezzanine
Participation.

     

    (e)           All
information contained in the related Underwriting Package (or as otherwise
provided to Buyer) in respect of the Mezzanine Participation is accurate and
complete in all material respects.

     

    (f)          
 Seller has full right, power and authority to sell and assign the
Mezzanine Participation and the Mezzanine Participation has not been cancelled,
satisfied or rescinded in whole or part nor has any instrument been executed
that would effect a cancellation, satisfaction or rescission
thereof.

     

    (g)           Other
than consents and approvals obtained as of the related Purchase Date, no consent
or approval by any Person is required in connection with Seller’s sale and/or
Buyer’s acquisition of the Mezzanine Participation, for Buyer’s exercise of any
rights or remedies in respect of the Mezzanine Participation or for Buyer’s
sale, pledge or other disposition of the Mezzanine Participation.  No
third party holds any “right of first refusal”, “right of first negotiation”,
“right of first offer”, purchase option, or other similar rights of any kind,
and no other impediment exists to any such transfer or exercise of rights or
remedies.

     

    (h)           No
consent, approval, authorization or order of, or registration or filing with, or
notice to, any court or governmental agency or body having jurisdiction or
regulatory authority is required for any transfer or assignment by the holder of
the Mezzanine Participation.

     

    (i)          
 Seller has delivered to Buyer or its designee the original promissory
note, certificate or other similar indicia of ownership of the Mezzanine
Participation, however denominated, together with an original assignment
thereof, executed by Seller in blank, or, with respect to a participation
interest, reissued in Buyer’s name (or such other name as designated by the
Buyer).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (j)          
 No (i) monetary default, breach or violation exists with respect to any
agreement or other document governing or pertaining to the Mezzanine
Participation, (ii) material non-monetary default, breach or violation exists
with respect to the Mezzanine Participation, or (iii) event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of
acceleration.

     

    (k)           The
Mezzanine Participation has not been and shall not be deemed to be a Security
within the meaning of the Securities Act of 1933, as amended or the Securities
Exchange Act of 1934, as amended.

     

    (l)          
 Seller has not received written notice of any outstanding liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind for which the holder of the Mezzanine
Participation is or may become obligated.

     

    (m)          No
issuer of the Mezzanine Participation is a debtor in any state or federal
bankruptcy or insolvency proceeding.

     

    (n)           With
respect to the Mezzanine Participation, except as set forth in the related
documents delivered to Buyer, the terms of the related documents have not been
waived, modified, altered, satisfied, impaired, canceled, subordinated or
rescinded in any manner which materially interferes with the security intended
to be provided by such documents and no such waiver, modification, alteration,
satisfaction, impairment, cancellation, subordination or recission has occurred
since the date upon which the due diligence file related to the Mezzanine
Participation was delivered to Buyer or its designee.

     

    (o)           With
respect to the related Mezzanine Loan, the related Mezzanine Loan documents
require the Mezzanine Borrower to provide the Mezzanine Lender with certain
financial information at the times required under the related Mezzanine Loan
documents.

     

    (p)           The
Mezzanine Loan is secured by a pledge of equity ownership interests in the
related borrower under the Underlying Mortgage Loan or a direct or indirect
owner of the related borrower.

     

    (q)           As
of the Purchase Date, the related Mezzanine Loan complies in all material
respects with, or is exempt from, all requirements of federal, state or local
law relating to the related Mezzanine Loan.

     

    (r)           All
information contained in the related Underwriting Package (or as otherwise
provided to Buyer) in respect of the related Mezzanine Loan is accurate and
complete in all material respects.

     

    (s)           Except
as included in the Underwriting Package, Seller is not a party to any document,
instrument or agreement, and there is no document, that by its terms modifies or
affects the rights and obligations of any holder of the Mezzanine Participation
or the related Mezzanine Loan and Seller has not consented to any material
change or waiver to any term or provision of any such document, instrument or
agreement and no such change or waiver exists.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (t)           The
related Mezzanine Loan is presently outstanding, the proceeds thereof have been
fully and properly disbursed and, except for amounts held in escrow, there is no
requirement for any future advances thereunder.

     

    (u)           The
Underlying Property Owner has been duly organized and is validly existing and in
good standing under the laws of its jurisdiction of organization, with requisite
power and authority to own its assets and to transact the business in which it
is now engaged, the sole purpose of the Underlying Property Owner under its
organizational documents is to own, finance, sell or otherwise manage the
Properties and to engage in any and all activities related or incidental
thereto, and the Mortgaged Properties constitute the sole assets of the
Underlying Property Owner.

     

    (v)           The
Underlying Property Owner has good and marketable title to the Underlying
Mortgaged Property, no claims under the title policies insuring the Underlying
Property Owner’s title to the Properties have been made, and the Underlying
Property Owner has not received any written notice regarding any material
violation of any easement, restrictive covenant or similar instrument affecting
the Underlying Mortgaged Property.

     

    (w)          The
representations and warranties made by the borrower (the “Mezzanine Borrower”)
in the Mezzanine Loan Documents were true and correct in all material respects
as of the date such representations and warranties were stated to be true
therein, and there has been no adverse change with respect to the Mezzanine
Loan, the Mezzanine Borrower, the Underlying Mortgaged Property or the
Underlying Property Owner that would render any such representation or warranty
not true or correct in any material respect as of the Purchase
Date.

     

    (x)           The
Mezzanine Loan Documents provide for the acceleration of the payment of the
unpaid principal balance of the Mezzanine Loan if (i) the related borrower
voluntarily transfers or encumbers all or any portion of any related Mezzanine
Collateral, or (ii) any direct or indirect interest in the related borrower is
voluntarily transferred or assigned, other than, in each case, as permitted
under the terms and conditions of the related loan documents.

     

    (y)           Pursuant
to the terms of the Mezzanine Loan Documents: (a) no material terms of any
related Mortgage may be waived, canceled, subordinated or modified in any
material respect and no material portion of such Mortgage or the Underlying
Mortgaged Property may be released without the consent of the holder of the
Mezzanine Loan; (b) no material action may be taken by the Underlying Property
Owner with respect to the Underlying Mortgaged Property without the consent of
the holder of the Mezzanine Loan; (c) the holder of the Mezzanine Loan is
entitled to approve the budget of the Underlying Property Owner as it relates to
the Underlying Mortgaged Property; and (d) the holder of the Mezzanine Loan's
consent is required prior to the Underlying Property Owner incurring any
additional indebtedness.

     

    (z)           There
is no (i) monetary default, breach or violation with respect to such Mezzanine
Loan, the Underlying Mortgage Loan or any other obligation of the owner of the
Underlying Mortgaged Property (the “Underlying Property
Owner”), (ii) material non-monetary default, breach or violation with
respect to such Mezzanine Loan, the Underlying Mortgage Loan or any other
obligation of the Underlying Property Owner or (iii) event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of
acceleration.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (aa)         No
default or event of default has occurred under any agreement pertaining to any
lien or other interest that ranks pari passu with or senior to
the interests of the Mezzanine Participation or the holder of the related
Mezzanine Loan or with respect to any Underlying Mortgage Loan or other
indebtedness in respect of the related Underlying Mortgaged Property and there
is no provision in any agreement related to any such lien, interest or loan
which would provide for any increase in the principal amount of any such lien,
other interest or loan.

     

    (bb)         Seller’s
security interest in the Mezzanine Loan is covered by a UCC-9 insurance policy
(the “UCC-9
Policy”) in the maximum principal amount of the Mezzanine Loan insuring
that the related pledge is a valid first priority lien on the collateral pledged
in respect of such Mezzanine Loan (the “Mezzanine
Collateral”), subject only to the exceptions stated therein (or a pro
forma title policy or marked up title insurance commitment on which the required
premium has been paid exists which evidences that such UCC-9 Policy will be
issued), such UCC-9 Policy (or, if it has yet to be issued, the coverage to be
provided thereby) is in full force and effect, no material claims have been made
thereunder and no claims have been paid thereunder, Seller has not done, by act
or omission, anything that would materially impair the coverage under the UCC-9
Policy and as of the Purchase Date, the UCC-9 Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the benefit of Buyer
without the consent of or notice to the insurer.

     

    (cc)          The
Mezzanine Loan, and each party involved in the origination of the Mezzanine
Loan, complied as of the date of origination with, or was exempt from,
applicable state or federal laws, regulations and other requirements pertaining
to usury.

     

    (dd)          Seller
has not received any written notice that the Mezzanine Loan may be subject to
reduction or disallowance for any reason, including without limitation, any
setoff, right of recoupment, defense, counterclaim or impairment of any
kind.

     

    (ee)           Seller
has no obligation to make loans to, make guarantees on behalf of, or otherwise
extend credit to, or make any of the foregoing for the benefit of, the Mezzanine
Borrower or any other person under or in connection with the Mezzanine
Loan.

     

    (ff)           
The servicing and collection practices used by the servicer of the Mezzanine
Loan, and the origination practices of the related originator, have been in all
respects legal, proper and prudent and have met customary industry standards by
prudent institutional commercial mezzanine lenders and mezzanine loan servicers
except to the extent that, in connection with its origination, such standards
were modified as reflected in the documentation delivered to Buyer.

     

    (gg)           If
applicable, the ground lessor consented to and acknowledged that (i) the
Mezzanine Loan is permitted / approved, (ii) any foreclosure of the Mezzanine
Loan and related change in ownership of the ground lessee will not require the
consent of the ground lessor or constitute a default under the ground lease,
(iii) copies of default notices would be sent to Mezzanine Lender and (iv) it
would accept cure from Mezzanine Lender on behalf of the ground
lessee.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (hh)           To
the extent the Buyer was granted a security interest with respect to the
Mezzanine Loan, such interest (i) was given for due consideration, (ii) has
attached, (iii) is perfected, (iv) is a first priority Lien, and (v) has been
appropriately assigned to the Buyer by the Underlying Property
Owner.

     

    (ii)            
Seller has not received written notice of any outstanding liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind for which the holder of such Mezzanine
Loan is or may become obligated.

     

    (jj)            
Seller has not advanced funds, or knowingly received any advance of funds from a
party other than the borrower relating to such Mezzanine Loan, directly or
indirectly, for the payment of any amount required by such Mezzanine
Loan.

     

    (kk)           All
real estate taxes and governmental assessments, or installments thereof, which
would be a lien on any related Underlying Mortgaged Property and that prior to
the Purchase Date for the related Purchased Asset have become delinquent in
respect of such Underlying Mortgaged Property have been paid, or an escrow of
funds in an amount sufficient to cover such payments has been
established.  For purposes of this representation and warranty, real
estate taxes and governmental assessments and installments thereof shall not be
considered delinquent until the earlier of (a) the date on which interest and/or
penalties would first be payable thereon and (b) the date on which enforcement
action is entitled to be taken by the related taxing authority.

     

    (ll)            As
of the Purchase Date for the related Purchased Asset, each related Underlying
Mortgaged Property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at origination) that
would affect materially and adversely the value of such Underlying Mortgaged
Property as security for the related Underlying Mortgage Loan and there was no
proceeding pending or, based solely upon the delivery of written notice thereof
from the appropriate condemning authority, threatened for the total or partial
condemnation of such Underlying Mortgaged Property.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (mm)        As
of the date of origination of the Mezzanine Loan, all insurance coverage
required under the Mezzanine Loan Documents and/or any Mortgage Loan related to
the Underlying Mortgaged Property, which insurance covered such risks as were
customarily acceptable to prudent commercial and multifamily mortgage lending
institutions lending on the security of property comparable to the related
Underlying Mortgaged Property in the jurisdiction in which such Underlying
Mortgaged Property is located, and with respect to a fire and extended perils
insurance policy, is in an amount (subject to a customary deductible) at least
equal to the lesser of (i) the replacement cost of improvements located on such
Underlying Mortgaged Property, or (ii) the outstanding principal balance of the
Underlying Mortgage Loan, and in any event, the amount necessary to prevent
operation of any co-insurance provisions; and, except if such Underlying
Mortgaged Property is operated as a mobile home park, is also covered by
business interruption or rental loss insurance, in an amount at least equal to
12 months of operations of the related Underlying Mortgaged Property, all of
which was in full force and effect with respect to each related Underlying
Mortgaged Property; and, as of the Purchase Date for the related Purchased
Asset, all insurance coverage required under the Mezzanine Loan Documents and/or
any Underlying Mortgage Loan related to the Underlying Mortgaged Property, which
insurance covers such risks and is in such amounts as are customarily acceptable
to prudent commercial and multifamily mortgage lending institutions lending on
the security of property comparable to the related Underlying Mortgaged Property
in the jurisdiction in which such Underlying Mortgaged Property is located, is
in full force and effect with respect to each related Underlying Mortgaged
Property; all premiums due and payable through the Purchase Date for the related
Purchased Asset have been paid; and no notice of termination or cancellation
with respect to any such insurance policy has been received by Seller; and
except for certain amounts not greater than amounts which would be considered
prudent by an institutional commercial and/or multifamily mortgage lender with
respect to a similar mortgage loan and which are set forth in the Mezzanine Loan
Documents and/or any Underlying Mortgage Loan related to the Underlying
Mortgaged Property, any insurance proceeds in respect of a casualty loss, will
be applied either (i) to the repair or restoration of all or part of the related
Underlying Mortgaged Property or (ii) the reduction of the outstanding principal
balance of the Underlying Mortgage Loan, subject in either case to requirements
with respect to leases at the related Underlying Mortgaged Property and to other
exceptions customarily provided for by prudent institutional lenders for similar
loans.  The Underlying Mortgaged Property is also covered by
comprehensive general liability insurance against claims for personal and bodily
injury, death or property damage occurring on, in or about the related
Underlying Mortgaged Property, in an amount customarily required by prudent
institutional lenders.  An architectural or engineering consultant has
performed an analysis of the Underlying Mortgaged Properties located in seismic
zone 3 or 4 in order to evaluate the structural and seismic condition of such
property, for the sole purpose of assessing the probable maximum loss (“PML”) for the
Underlying Mortgaged Property in the event of an earthquake.  In such
instance, the PML was based on a 475 year lookback with a 10% probability of
exceedance in a 50 year period.  If the resulting report concluded
that the PML would exceed 20% of the amount of the replacement costs of the
improvements, earthquake insurance on such Underlying Mortgaged Property was
obtained by an insurer rated at least A-:V by A.M. Best Company or “BBB-” (or
the equivalent) from S&P and Fitch or “Baa3” (or the equivalent) from
Moody’s.  If the Underlying Mortgaged Property is located in Florida
or within 25 miles of the coast of Texas, Louisiana, Mississippi, Alabama,
Georgia, North Carolina or South Carolina such Underlying Mortgaged Property is
insured by windstorm insurance in an amount at least equal to the lesser of (i)
the outstanding principal balance of such Underlying Mortgage Loan and (ii) 100%
of the full insurable value, or 100% of the replacement cost, of the
improvements located on the related Underlying Mortgaged Property.

     

    (nn)           The
insurance policies contain a standard Mortgagee clause naming the Mortgagee, its
successors and assigns as loss payee, in the case of a property insurance
policy, and additional insured in the case of a liability insurance policy and
provide that they are not terminable without 30 days prior written notice to the
Mortgagee (or, with respect to non-payment, 10 days prior written notice to the
Mortgagee) or such lesser period as prescribed by applicable
law.  Each Mortgage requires that the Mortgagor maintain insurance as
described above or permits the Mortgagee to require insurance as described
above, and permits the Mortgagee to purchase such insurance at the Mortgagor’s
expense if Mortgagor fails to do so.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    (oo)           There
is no material and adverse environmental condition or circumstance affecting the
Underlying Mortgaged Property; there is no material violation of any applicable
Environmental Law with respect to the Underlying Mortgaged Property; neither
Seller nor the Underlying Property Owner has taken any actions which would cause
the Underlying Mortgaged Property not to be in compliance with all applicable
Environmental Laws; the Underlying Mortgage Loan documents require the borrower
to comply with all Environmental Laws; and each Mortgagor has agreed to
indemnify the Mortgagee for any losses resulting from any material, adverse
environmental condition or failure of the Mortgagor to abide by such
Environmental Laws or has provided environmental insurance.

     

    (pp)           No
borrower under the Mezzanine Loan nor any Mortgagor under any Underlying
Mortgage Loan is a debtor in any state or federal bankruptcy or insolvency
proceeding.

     

    (qq)           Each
related Underlying Mortgaged Property was inspected by or on behalf of the
related originator or an affiliate during the 12 month period prior to the
related origination date.

     

    (rr)          
 There are no material violations of any applicable zoning ordinances,
building codes and land laws applicable to the Underlying Mortgaged Property or
the use and occupancy thereof which (i) are not insured by an ALTA lender’s
title insurance policy (or a binding commitment therefor), or its equivalent as
adopted in the applicable jurisdiction, or a law and ordinance insurance policy
or (ii) would have a material adverse effect on the value, operation or net
operating income of the Underlying Mortgaged Property.  The Mezzanine
Loan Documents and the Underlying Mortgage Loan documents require the Underlying
Mortgaged Property to comply with all applicable laws and
ordinances.

     

    (ss)           None
of the material improvements which were included for the purposes of determining
the appraised value of any related Underlying Mortgaged Property at the time of
the origination of the Mezzanine Loan or any related Underlying Mortgage Loan
lies outside of the boundaries and building restriction lines of such property
(except Underlying Mortgaged Properties which are legal non-conforming uses), to
an extent which would have a material adverse affect on the value of the
Underlying Mortgaged Property or the related Mortgagor’s use and operation of
such Underlying Mortgaged Property (unless affirmatively covered by title
insurance) and no improvements on adjoining properties encroached upon such
Underlying Mortgaged Property to any material and adverse extent (unless
affirmatively covered by title insurance).

     

    (tt)           As
of the Purchase Date for the related Purchased Asset, there was no pending
action, suit or proceeding, or governmental investigation of which Seller, the
Mezzanine Borrower or the Underlying Property Owner has received notice, against
the Mortgagor or the related Underlying Mortgaged Property the adverse outcome
of which could reasonably be expected to materially and adversely affect the
Mezzanine Loan or the Underlying Mortgage Loan.

     

    (uu)         The
improvements located on the Underlying Mortgaged Property are either not located
in a federally designated special flood hazard area or, if so located, the
Mortgagor is required to maintain or the Mortgagee maintains, flood insurance
with respect to such improvements and such policy is in full force and effect in
an amount no less than the lesser of (i) the original principal balance of the
Underlying Mortgage Loan, (ii) the value of such improvements on the related
Underlying Mortgaged Property located in such flood hazard area or (iii) the
maximum allowed under the related federal flood insurance program.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (vv)         With
respect to each related Underlying Mortgage Loan, except for Mortgagors under
Underlying Mortgage Loans, the Underlying Mortgaged Property with respect to
which includes a Ground Lease, the related lessor (or its affiliate) has title
in the fee simple interest in each related Underlying Mortgaged
Property.

     

    (ww)        The
related Underlying Mortgaged Property is not encumbered, and none of the
Mezzanine Loan Documents or any Underlying Mortgage Loan documents permits the
related Underlying Mortgaged Property to be encumbered subsequent to the
Purchase Date of the related Purchased Asset without the prior written consent
of the holder thereof, by any lien securing the payment of money junior to or of
equal priority with, or superior to, the lien of the related Mortgage (other
than Title Exceptions, taxes, assessments and contested mechanics and
materialmens liens that become payable after such Purchase Date).

     

    (xx)           Each
related Underlying Mortgaged Property constitutes one or more complete separate
tax lots (or the related Mortgagor has covenanted to obtain separate tax lots
and a Person has indemnified the Mortgagee for any loss suffered in connection
therewith or an escrow of funds in an amount sufficient to pay taxes resulting
from a breach thereof has been established) or is subject to an endorsement
under the related title insurance policy.

     

    (yy)          An
appraisal of the related Underlying Mortgaged Property was conducted in
connection with the origination of the Underlying Mortgage Loan; and such
appraisal satisfied either (A) the requirements of the “Uniform Standards of
Professional Appraisal Practice” as adopted by the Appraisal Standards Board of
the Appraisal Foundation, or (B) the guidelines in Title XI of the Financial
Institutions Reform, Recovery and Enforcement Act or 1989, in either case as in
effect on the date such Underlying Mortgage Loan was originated.

     

    (zz)           The
related Underlying Mortgaged Property is served by public utilities, water and
sewer (or septic facilities) and otherwise appropriate for the use in which the
Underlying Mortgaged Property is currently being utilized.

     

    (aaa)         With
respect to each related Underlying Mortgaged Property consisting of a Ground
Lease, Seller represents and warrants the following with respect to the related
Ground Lease:

     

    I.           Such
Ground Lease or a memorandum thereof has been or will be duly recorded no later
than 30 days after the Purchase Date of the related Purchased Asset and such
Ground Lease permits the interest of the lessee thereunder to be encumbered by
the related Mortgage or, if consent of the lessor thereunder is required, it has
been obtained prior to the Purchase Date.

     

    II.          Upon
the foreclosure of the Underlying Mortgage Loan (or acceptance of a deed in lieu
thereof), the Mortgagor’s interest in such Ground Lease is assignable to the
Mortgagee under the leasehold estate and its assigns without the consent of the
lessor thereunder (or, if any such consent is required, it has been obtained
prior to the Purchase Date).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    III.         Such
Ground Lease may not be amended, modified, canceled or terminated without the
prior written consent of the Mortgagee and any such action without such consent
is not binding on the Mortgagee, its successors or assigns, except termination
or cancellation if (i) an event of default occurs under the Ground Lease,
(ii) notice thereof is provided to the Mortgagee and (iii) such default is
curable by the Mortgagee as provided in the Ground Lease but remains uncured
beyond the applicable cure period.

     

    IV.         Such
Ground Lease is in full force and effect, there is no material default under
such Ground Lease, and there is no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
material default under such Ground Lease.

     

    V.          The
Ground Lease or ancillary agreement between the lessor and the lessee requires
the lessor to give notice of any default by the lessee to the
Mortgagee.  The Ground Lease or ancillary agreement further provides
that no notice given is effective against the Mortgagee unless a copy has been
given to the Mortgagee in a manner described in the Ground Lease or ancillary
agreement.

     

    VI.         The
Ground Lease (i) is not subject to any liens or encumbrances superior to, or of
equal priority with, the Mortgage, subject, however, to only the Title
Exceptions or (ii) is subject to a subordination, non-disturbance and attornment
agreement to which the Mortgagee on the lessor’s fee interest in the Underlying
Mortgaged Property is subject.

     

    VII.        A
Mortgagee is permitted a reasonable opportunity (including, where necessary,
sufficient time to gain possession of the interest of the lessee under the
Ground Lease) to cure any curable default under such Ground Lease before the
lessor thereunder may terminate such Ground Lease.

     

    VIII.       Such
Ground Lease has an original term (together with any extension options, whether
or not currently exercised, set forth therein all of which can be exercised by
the Mortgagee if the Mortgagee acquires the lessee’s rights under the Ground
Lease) that extends not less than 20 years beyond the stated maturity
date.

     

    IX.          Under
the terms of such Ground Lease, any estoppel or consent letter received by the
Mortgagee from the lessor, and the related Mortgage, taken together, any related
insurance proceeds or condemnation award (other than in respect of a total or
substantially total loss or taking) will be applied either to the repair or
restoration of all or part of the related Underlying Mortgaged Property, with
the Mortgagee or a trustee appointed by it having the right to hold and disburse
such proceeds as repair or restoration progresses, or to the payment or
defeasance of the outstanding principal balance of the Underlying Mortgage Loan,
together with any accrued interest (except in cases where a different allocation
would not be viewed as commercially unreasonable by any commercial mortgage
lender, taking into account the relative duration of the Ground Lease and the
related Mortgage and the ratio of the market value of the related Underlying
Mortgaged Property to the outstanding principal balance of such Underlying
Mortgage Loan).

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    X.           The
Ground Lease does not impose any restrictions on subletting that would be viewed
as commercially unreasonable by a prudent commercial lender

     

    XI.         
The ground lessor under such Ground Lease is required to enter into a new lease
upon termination of the Ground Lease for any reason, including the rejection of
the Ground Lease in bankruptcy.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
VII

     

    ASSET
INFORMATION

     

    Loan ID
#:

    Borrower
Name:

    Borrower
Address:

    Borrower
City:

    Borrower
State:

    Borrower
Zip Code:

    Recourse?

    Guaranteed?

    Related
Borrower Name(s):

    Original
Principal Balance:

    Note
Date:

    Loan
Date:

    Loan Type
(e.g. fixed/arm):

    Current
Principal Balance:

    Current
Interest Rate (per annum):

    Paid to
date:

    Annual
P&I:

    Next
Payment due date:

    Index
(complete whether fixed or arm):

    Gross
Spread/Margin (complete whether fixed or arm):

    Life
Cap:

    Life
Floor:

    Periodic
Cap:

    Periodic
Floor:

    Rounding
Factor:

    Lookback
(in days):

    Interest
Calculation Method (e.g., Actual/360):

    Interest
rate adjustment frequency:

    P&I
payment frequency:

    First
P&I payment due:

    First
interest rate adjustment date:

    First
payment adjustment date:

    Next
interest rate adjustment date:

    Next
payment adjustment date:

    Conversion
Date:

    Converted
Interest Rate Index:

    Converted
Interest Rate Spread:

    Maturity
date:

    Loan
term:

    Amortization
term:

    Hyper-Amortization
Flag:

    Hyper-Amortization
Term:

    Hyper-Amortization
Rate Increase:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      ASSET INFORMATION
(continued)

       

    

    Balloon
Amount:

    Balloon
LTV:

    Prepayment
Penalty Flag:

    Prepayment
Penalty Text:

    Lockout
Period:

    Lien
Position:

    Fee/Leasehold:

    Ground
Lease Expiration Date:

    CTL
(Yes/No):

    CTL
Rating (Moody’s):

    CTL
Rating (Duff):

    CTL
Rating (S&P):

    CTL
Rating (Fitch):

    Lease
Guarantor:

    CTL Lease
Type (NNN, NN, Bondable):

    Property
Name:

    Property
Address:

    Property
City:

    Property
Zip Code:

    Property
Type (General):

    Property
Type (Specific):

    Cross-collateralized
(Yes/No)*:

    Property
Size:

    Year
built:

    Year
renovated:

    Actual
Average Occupancy:

    Occupancy
Rent Roll Date:

    Underwritten
Average Occupancy:

    Largest
Tenant:

    Largest
Tenant SF:

    Largest
Tenant Lease Expiration:

    2nd
Largest Tenant:

    2nd
Largest Tenant SF:

    2nd
Largest Tenant Lease Expiration:

    3rd
Largest Tenant:

    3rd
Largest Tenant SF:

    3rd
Largest Tenant Lease Expiration:

    Underwritten
Average Rental Rate/ADR:

    Underwritten
Vacancy/Credit Loss:

    Underwritten
Other Income:

    Underwritten
Total Revenues:

     

    _______________________

    
        
        * If yes,
give property information on each property covered and in aggregate as
appropriate.  Loan ID’s should be denoted with a suffix letter to
signify loans/collateral.

         

      

    

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      ASSET INFORMATION
(continued)

       

    

    Underwritten
Replacement Reserves:

    Underwritten
Management Fees:

    Underwritten
Franchise Fees:

    Underwritten
Total Expenses:

    Underwritten
Leasing Commissions:

    Underwritten
Tenant Improvement Costs:

    Underwritten
NOI:

    Underwritten
NCF:

    Underwritten
Debt Service Constant:

    Underwritten
DSCR at NOI:

    Underwritten
DSCR at NCF:

    Underwritten
NOI Period End Date:

    Hotel
Franchise:

    Hotel
Franchise Expiration Date:

    Appraiser
Name:

    Appraised
Value:

    Appraisal
Date:

    Appraisal
Cap Rate:

    Appraisal
Discount Rate:

    Underwritten
LTV:

    Environmental
Report Preparer:

    Environmental
Report Date:

    Environmental
Report Issues:

    Architectural
and Engineering Report Preparer:

    Architectural
and Engineering Report Date:

    Deferred
Maintenance Amount:

    Ongoing
Replacement Reserve Requirement per A&E Report:

    Immediate
Repairs Escrow % (e.g. [___]%):

    Replacement
Reserve Annual Deposit:

    Replacement
Reserve Balance:

    Tenant
Improvement/Leasing Commission Annual Deposits:

    Tenant
Improvement/Leasing Commission Balance:

    Taxes
paid through date:

    Monthly
Tax Escrow:

    Tax
Escrow Balance:

    Insurance
paid through date:

    Monthly
Insurance Escrow:

    Insurance
Escrow Balance:

    Reserve/Escrow
Balance as of Date:

    Probable
Maximum Loss %:

    Covered
by Earthquake Insurance (Yes/No):

    Number of
times 30 days late in last 12 months:

    Number of
times 60 days late in last 12 months:

    Number of
times 90 days late in last 12 months:

    Servicing
Fee:

    Notes:

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
VIII

     

    ADVANCE
PROCEDURES

     

    (a)           Submission
of Due Diligence Package.  No less than fifteen (15) Business Days
prior to the proposed Purchase Date, Seller shall deliver to Buyer a due
diligence package for Buyer’s review and approval, which shall contain the
following items (the “Due Diligence
Package”):

     

    
      	
               
      

            	
              1.

            	
              Delivery of Purchased
      Asset Documents.  With respect to a New Asset that is a
      Pre-Existing Asset, each of the Purchased Asset
  Documents.

            


    

     

    
      	
               
      

            	
              2.

            	
              Transaction-Specific
      Due Diligence Materials.  With respect to any New Asset,
      a summary memorandum outlining the proposed transaction, including
      potential transaction benefits and all material underwriting risks, all
      Underwriting Issues and all other characteristics of the proposed
      transaction that a reasonable buyer would consider material, together with
      the following due diligence information relating to the New
      Asset:

            


    

     

    A.           With
respect to each Eligible Asset that is an Eligible Loan,

     

    (ii)           the
Asset Information and, if available, maps and photos;

     

    (iii)          a
current rent roll and roll over schedule, if applicable;

     

    (iv)          a
cash flow pro-forma, plus historical information, if available;

     

    (v)           copies
of appraisal, environmental, engineering and any other third-party reports;
provided, that,
if same are not available to Seller at the time of Seller’s submission of the
Due Diligence Package to Buyer, Seller shall deliver such items to Buyer
promptly upon Seller’s receipt of such items;

     

    (vi)

     

    (vii)         a
description of the underlying real estate directly or indirectly securing or
supporting such Purchased Asset and the ownership structure of the borrower and
the sponsor (including, without limitation, the board of directors, if
applicable) and, to the extent that real property does not secure such Eligible
Loan, the related collateral securing such Eligible Loan, if any;

     

    (viii)        indicative
debt service coverage ratios;

     

    (ix)           indicative
loan-to-value ratios;

     

    (x)           
a term sheet outlining the transaction generally;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (xi)           a
description of the Mortgagor, including experience with other projects (real
estate owned), its ownership structure and financial statements;

     

    (xii)          a
description of Seller’s relationship with the Mortgagor, if any;

     

    (xiii)         copies
of documents evidencing such New Asset, or current drafts thereof, including,
without limitation, underlying debt and security documents, guaranties, the
underlying borrower’s and guarantor’s organizational documents, warrant
agreements, and loan and collateral pledge agreements, as applicable, provided that, if
same are not available to Seller at the time of Seller’s submission of the Due
Diligence Package to Buyer, Seller shall deliver such items to Buyer promptly
upon Seller’s receipt of such items;

     

    (xiv)         in
the case of Subordinate Eligible Assets, all information described in this
section 2(A) that would otherwise be provided for the Underlying Mortgage Loan
if it were an Eligible Asset, and in addition, all documentation evidencing such
Subordinate Eligible Asset; and

     

    (xv)          any
exceptions to the representations and warranties set forth in Exhibit VI to this
Agreement.

     

    B.           With
respect to each Eligible Asset that is CMBS,

     

    (xvi)         the
related prospectus or offering circular;

     

    (xvii)        all
structural and collateral term sheets and all other computational or other
similar materials provided to Seller in connection with its acquisition of such
CMBS;

     

    (xviii)       all
distribution date statements issued in respect thereof during the immediately
preceding 12 months (or, if less, since the date such CMBS was
issued);

     

    (xix)          all
monthly CMSA reporting packages issued in respect of such CMBS during the
immediately preceding 12 months (or, if less, since the date such CMBS was
issued);

     

    (xx)           all
Rating Agency pre-sale reports;

     

    (xxi)          all
asset summaries and any other due diligence materials, including, without
limitation, reports prepared by third parties, provided to Seller in connection
with its acquisition of such CMBS; and

     

    (xxii)         the
related pooling and servicing agreement.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Environmental and
      Engineering.  A “Phase 1” (and, if requested by
      Buyer, “Phase 2”) environmental report, an asbestos survey, if
      applicable, and an engineering report, each in form reasonably
      satisfactory to Buyer, by an engineer or environmental consultant
      reasonably approved by Buyer.

            


    

     

    
      	
               
      

            	
              4.

            	
              Credit
      Memorandum.  A credit memorandum, asset summary or other
      similar document that details cash flow underwriting, historical operating
      numbers, underwriting footnotes, rent roll and lease rollover
      schedule.

            


    

     

    
      	
               
      

            	
              5.

            	
              Appraisal.  Either
      an appraisal approved by Buyer or a Draft Appraisal, each by an MAI
      appraiser, if applicable.  If Buyer receives only a Draft
      Appraisal prior to entering into a Transaction, Seller shall deliver an
      appraisal approved by Buyer by an MAI appraiser on or before ten (10)
      calendar days after the Purchase Date.  The related appraisal
      shall (i) be dated less than twelve (12) months prior to the proposed
      financing date and (ii) not be ordered by the related borrower or an
      Affiliate of the related borrower.

            


    

     

    
      	
               
      

            	
              6.

            	
              Opinions of
      Counsel.  An opinion to Seller and its successors and
      assigns from counsel to the underlying obligor on the underlying loan
      transaction, as applicable, as to enforceability of the loan documents
      governing such transaction and such other matters as Buyer shall require
      (including, without limitation, opinions as to due formation, authority,
      choice of law and perfection of security
  interests).

            


    

     

    
      	
               
      

            	
              7.

            	
              Additional Real Estate
      Matters.  To the extent obtained by Seller from the
      Mortgagor or the underlying obligor relating to any Eligible Asset at the
      origination of the Eligible Asset, such other real estate related
      certificates and documentation as may have been requested by Buyer, such
      as abstracts of all leases in effect at the real property relating to such
      Eligible Asset.

            


    

     

    
      	
               
      

            	
              8.

            	
              Other
      Documents.  Any other documents as Buyer or its counsel
      shall reasonably deem necessary.

            


    

     

    (b)           Submission of Legal
Documents.  With respect to a New Asset that is an Originated
Asset, no less than seven (7) calendar days prior to the proposed Purchase Date,
Seller shall deliver, or cause to be delivered, to counsel for Buyer the
following items, where applicable:

     

    
      	
               
      

            	
              1.

            	
              Copies
      of all draft Purchased Asset Documents in substantially final form,
      blacklined against the approved form Purchased Asset
      Documents.

            


    

     

    
      	
               
      

            	
              2.

            	
              Certificates
      or other evidence of insurance demonstrating insurance coverage in respect
      of the underlying real estate directly or indirectly securing or
      supporting such Purchased Asset of types, in amounts, with insurers and
      otherwise in compliance with the terms, provisions and conditions set
      forth in the Purchased Asset Documents.  Such certificates or
      other evidence shall indicate that Seller (or, as to Subordinate Eligible
      Assets, the lead lender on the whole loan in which Seller is a participant
      or holder of a note or has an equity interest in the Mortgagor, as
      applicable), will be named as an additional insured as its interest may
      appear and shall contain a loss payee endorsement in favor of such
      additional insured with respect to the policies required to be maintained
      under the Purchased Asset
Documents.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              All
      surveys of the underlying real estate directly or indirectly securing or
      supporting such Purchased Asset that are in Seller’s
      possession.

            


    

     

    
      	
               
      

            	
              4.

            	
              As
      reasonably requested by Buyer, satisfactory reports of UCC, tax lien,
      judgment and litigation searches and title updates conducted by search
      firms and/or title companies reasonably acceptable to Buyer with respect
      to the Eligible Loan, underlying real estate directly or indirectly
      securing or supporting such Eligible Loan, Seller and Mortgagor, such
      searches to be conducted in each location Buyer shall reasonably
      designate.

            


    

     

    
      	
               
      

            	
              5.

            	
              An
      unconditional commitment to issue a Title Policy in favor of Buyer and
      Buyer’s successors and/or assigns with respect to Buyer’s interest in the
      related real property and insuring the assignment of the Eligible Asset to
      Buyer, with an amount of insurance that shall be not less than the maximum
      principal amount of the Eligible Asset (taking into account the proposed
      Advance), or an endorsement or confirmatory letter from the title
      insurance company that issued the existing title insurance policy, in
      favor of Buyer and Buyer’s successors and/or assigns, that amends the
      existing title insurance policy by stating that the amount of the
      insurance is not less than the maximum principal amount of the Eligible
      Asset (taking into account the proposed
  Advance).

            


    

     

    
      	
               
      

            	
              6.

            	
              Certificates
      of occupancy and letters certifying that the property is in compliance
      with all applicable zoning laws, each issued by the appropriate
      Governmental Authority.

            


    

     

    (c)           Approval of Eligible
Asset.  Conditioned upon the timely and satisfactory completion
of Seller’s requirements in clauses (a) through (c) above, Buyer shall, no less
than five (5) calendar days prior to the proposed Purchase Date (1) notify
Seller in writing (which may take the form of electronic mail format) that Buyer
has not approved the proposed Eligible Asset as a Purchased Asset or (2) notify
Seller in writing (which may take the form of electronic mail format) that Buyer
has approved the proposed Eligible Asset as a Purchased
Asset.  Buyer’s failure to respond to Seller on or prior to five (5)
calendar days prior to the proposed Purchase Date, shall be deemed to be a
denial of Seller’s request that Buyer approve the proposed Eligible Loan, unless
Buyer and Seller has agreed otherwise in writing.

     

    (d)           Assignment
Documents.  No less than two (2) business days prior to the
proposed Purchase Date, Seller shall have executed and delivered to Buyer, in
form and substance reasonably satisfactory to Buyer and its counsel, all
applicable assignment documents assigning to Buyer the proposed Eligible Asset
(and in any Hedging Transactions held by Seller with respect thereto) that shall
be subject to no liens except as expressly permitted by Buyer.  Each
of the assignment documents shall contain such representations and warranties in
writing concerning the proposed Eligible Asset and such other terms as shall be
satisfactory to Buyer in its sole discretion.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
IX

     

    FORM OF BAILEE
LETTER

     

    _______________
__, 20__

     

    __________________________


     

    __________________________

     

    __________________________

     

     

    
      	
               
      

            	
              Re:

            	
              Bailee
      Agreement (the “Bailee
      Agreement”) in connection with the pledge by[ ] (the “Seller”) to
      JPMorgan Chase Funding Inc. (the “Buyer”)

            


    

     

    Ladies
and Gentlemen:

     

    In
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller, Buyer and [ ] (the “Bailee”) hereby agree
as follows:

     

    (a)           Seller
shall deliver to the Bailee in connection with any Purchased Assets delivered to
the Bailee hereunder an Identification Certificate in the form of Attachment 1
attached hereto to which shall be attached a Purchased Asset Schedule
identifying which Purchased Assets are being delivered to the Bailee
hereunder.  Such Purchased Asset Schedule shall contain the following
fields of information:  (a) the loan identifying number; (b) the
Purchased Asset obligor’s name; (c) the street address, city, state and zip code
for the applicable real property; (d) the original balance; and (e) the current
principal balance if different from the original balance.

     

    (b)           On
or prior to the date indicated on the Custodial Identification Certificate
delivered by Seller (the “Funding Date”),
Seller shall have delivered to the Bailee, as bailee for hire, the original
documents set forth on Schedule A attached hereto (collectively, the “Purchased Asset
File”) for each of the Purchased Assets (each a “Purchased Asset” and
collectively, the “Purchased Assets”)
listed in Exhibit
A to Attachment 1 attached hereto (the “Purchased Asset
Schedule”).

     

    (c)           The
Bailee shall issue and deliver to Buyer and LaSalle Bank National Association
(the “Custodian”) on or
prior to the Funding Date by facsimile (a) in the name of Buyer, an initial
trust receipt and certification in the form of Attachment 2 attached hereto (the
“Bailee’s Trust
Receipt and Certification”) which Bailee’s Trust Receipt and
Certification shall state that the Bailee has received the documents comprising
the Purchased Asset File as set forth in the Custodial Identification
Certificate (as defined in that certain Custodial Agreement dated as of November
21, 2008, among [  ], Seller, Buyer and Custodian (as defined in Article 5 below), in
addition to such other documents required to be delivered to Buyer and/or
Custodian pursuant to the Master Repurchase Agreement dated as of November 21,
2008, between [ ], Seller and Buyer (the “Repurchase
Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)           On
the applicable Funding Date, in the event that Buyer fails to purchase from
Seller the Purchased Assets identified in the related Custodial Identification
Certificate, Buyer shall deliver by facsimile to the Bailee at [  ] to
the attention of [  ], an authorization (the “Facsimile
Authorization”) to release the Purchased Asset Files with respect to the
Purchased Assets identified therein to Seller.  Upon receipt of such
Facsimile Authorization, the Bailee shall release the Purchased Asset Files to
Seller in accordance with Seller’s instructions.

     

    (e)           Following
the Funding Date, the Bailee shall forward the Purchased Asset Files to the
Custodian at 135 S. LaSalle Street, Suite 1640, Chicago, Illinois 60603,
Attention: Ann Dolezal, by insured overnight courier for receipt by the
Custodian no later than 1:00 p.m. on the third Business Day following the
applicable Funding Date (the “Delivery
Date”).

     

    (f)           From
and after the applicable Funding Date until the time of receipt of the Facsimile
Authorization or the applicable Delivery Date, as applicable, the Bailee (a)
shall maintain continuous custody and control of the related Purchased Asset
Files as bailee for Buyer and (b) is holding the related Purchased Assets as
sole and exclusive bailee for Buyer unless and until otherwise instructed in
writing by Buyer.

     

    (g)           Seller
agrees to indemnify and hold the Bailee and its partners, directors, officers,
agents and employees harmless against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, including reasonable attorney’s
fees, that may be imposed on, incurred by, or asserted against it or them in any
way relating to or arising out of this Bailee Agreement or any action taken or
not taken by it or them hereunder unless such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
(other than special, indirect, punitive or consequential damages, which shall in
no event be paid by the Bailee) were imposed on, incurred by or asserted against
the Bailee because of the breach by the Bailee of its obligations hereunder,
which breach was caused by negligence, lack of good faith or willful misconduct
on the part of the Bailee or any of its partners, directors, officers, agents or
employees.  The foregoing indemnification shall survive any
resignation or removal of the Bailee or the termination or assignment of this
Bailee Agreement.

     

    (h)           In
the event that the Bailee fails to produce a Mortgage Note, assignment of
collateral or any other document related to a Purchased Asset that was in its
possession within ten (10) business days after required or requested by Seller
or Buyer (a “Delivery
Failure”), the Bailee shall indemnify Seller or Buyer in accordance with
the succeeding paragraph of this Article
8.

     

    (i)           Seller
agrees to indemnify and hold Buyer and its respective affiliates and designees
harmless against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including reasonable attorney’s fees, that may be
imposed on, incurred by, or asserted against it or them in any way relating to
or arising out of a Custodial Delivery Failure or the Bailee’s negligence, lack
of good faith or willful misconduct.  The foregoing indemnification
shall survive any termination or assignment of this Bailee
Agreement.

     

    (j)           Seller
hereby represents, warrants and covenants that the Bailee is not an affiliate of
or otherwise controlled by Seller.  Notwithstanding the foregoing, the
parties hereby acknowledge that the Bailee hereunder may act as Counsel to
Seller in connection with a proposed transaction and [  ], if acting
as Bailee, has represented Seller in connection with negotiation, execution and
delivery of the Repurchase Agreement.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (k)           In
connection with a pledge of the Purchased Assets as collateral for an obligation
of Buyer, Buyer may pledge its interest in the corresponding Purchased Asset
Files held by the Bailee for the benefit of Buyer from time to time by
delivering written notice to the Bailee that Buyer has pledged its interest in
the identified Purchased Assets and Purchased Asset Files, together with the
identity of the party to whom the Purchased Assets have been pledged (such
party, the “Pledgee”).  Upon
receipt of such notice from Buyer, the Bailee shall mark its records to reflect
the pledge of the Purchased Assets by Buyer to the Pledgee.  The
Bailee’s records shall reflect the pledge of the Purchased Assets by Buyer to
the Pledgee until such time as the Bailee receives written instructions from
Buyer that the Purchased Assets are no longer pledged by Buyer to the Pledgee,
at which time the Bailee shall change its records to reflect the release of the
pledge of the Purchased Assets and that the Bailee is holding the Purchased
Assets as custodian for, and for the benefit of, Buyer.

     

    (l)           The
agreement set forth in this Bailee Agreement may not be modified, amended or
altered, except by written instrument, executed by all of the parties
hereto.

     

    (m)         This
Bailee Agreement may not be assigned by Seller or the Bailee without the prior
written consent of Buyer.

     

    (n)          For
the purpose of facilitating the execution of this Bailee Agreement as herein
provided and for other purposes, this Bailee Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute and be one
and the same instrument.

     

    (o)          This
Bailee Agreement shall be construed in accordance with the laws of the State of
New York, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

     

    (p)          Capitalized
terms used herein and defined herein shall have the meanings ascribed to them in
the Repurchase Agreement.

     

    
      
        
          
            
              	 	
                      Very
      truly yours,

                    	 
	 	 	 
	 	
                      [SELLER]

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


            

          

        

      

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

    

    
      
        	 
      
	
                ACCEPTED
      AND AGREED:

              
	 
	
                [BAILEE]

              


        
           

          
            
              
                
                  
                    
                      
                        	
                                By:
      

                              	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


                      

                    

                  

                

              

            

          

          
          

        

         

        
          	 
      
	
                  ACCEPTED
      AND AGREED:

                
	 
	
                  JPMORGAN
      CHASE FUNDING INC., Buyer

                


        

        
           

          
            
              
                
                  
                    
                      
                        	
                                By:
      

                              	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


                      

                    

                  

                

              

            

          

          
          

        

         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

         

        Schedule
A

      

    

     

    [List of
Purchased Asset Documents]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
1

     

    IDENTIFICATION
CERTIFICATE

     

    On this
____ day of ____________, 200_, [SELLER] (the “Seller”), under that
certain Bailee Agreement of even date herewith (the “Bailee Agreement”),
among Seller, [  ] (the “Bailee”), and
JPMORGAN CHASE FUNDING INC., as Buyer, does hereby instruct the Bailee to hold,
in its capacity as Bailee, the Purchased Asset Files with respect to the
Purchased Assets listed on Exhibit A hereto,
which Purchased Assets shall be subject to the terms of the Bailee Agreement as
of the date hereof.

     

    Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Bailee Agreement.

     

    IN
WITNESS WHEREOF, Seller has caused this Identification Certificate to be
executed and delivered by its duly authorized officer as of the day and year
first above written.

    
       

      
        
          
            
              
                
                  
                    	 	
                            [SELLER]

                          	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

    

    Exhibit A
to Attachment 1

     

    PURCHASED
ASSET SCHEDULE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
2

     

    FORM OF
BAILEE’S TRUST RECEIPT AND CERTIFICATION

     

    ____________,
200_

     

    JPMORGAN
CHASE FUNDING INC.

    c/o
JPMorgan Chase Bank, N.A.

    4 New
York Plaza, 20th
Floor

    New York,
New York 10004-2413

    Attention:     Ms.
Nancy S. Alto

    Telephone:    (212)
623-7109

    Telecopy:      (212)
623-0353

     

    
      	
               
      

            	
              Re:

            	
              Bailee
      Agreement, dated as of ___________ __, 200_ (the “Bailee
      Agreement”) among [SELLER] (the “Seller”),
      JPMorgan Chase Funding Inc. (the “Buyer”) and
      [    ] (the “Bailee”)

            


    

     

    Ladies
and Gentlemen:

     

    In
accordance with the provisions of Paragraph 3 of the above-referenced Bailee
Agreement, the undersigned, as the Bailee, hereby certifies that as to each
Purchased Asset described in the Purchased Asset Schedule (Exhibit A to
Attachment 1), a copy of which is attached hereto, it has reviewed the Purchased
Asset File and has determined that (i) all documents listed in Schedule A attached
to the Bailee Agreement are in its possession and (ii) such documents have
been reviewed by it and appear regular on their face and relate to such
Purchased Asset, and (iii) based on its examination, the foregoing documents on
their face satisfy the requirements set forth in Paragraph 2 of the Bailee
Agreement.

     

    The
Bailee hereby confirms that it is holding each such Purchased Asset File as
agent and bailee for the exclusive use and benefit of Buyer pursuant to the
terms of the Bailee Agreement.

     

    All
initially capitalized terms used herein shall have the meanings ascribed to them
in the above-referenced Bailee Agreement.

    
       

      
        
          
            
              
                
                  
                    	 	
                            [      ],
      BAILEE

                          	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
X

      

    

     

    FORM
OF MARGIN DEFICIT NOTICE

     

    [DATE]/[TIME]

     

    VIA ELECTRONIC
TRANSMISSION

     

    [SELLER]

    [     ]

    [     ]

    Attn:
[     ]

     

    
      	
               
      

            	
              Re:

            	
              Master
      Repurchase Agreement, dated as of November 21, 2008 (as amended, restated,
      supplemented, or otherwise modified and in effect from time to time, the
      “Master
      Repurchase Agreement”; capitalized terms used but not otherwise
      defined herein shall have the meanings assigned thereto in the Master
      Repurchase Agreement) by and among JPMorgan Chase Funding Inc. (“Buyer”) and CT
      BSI Funding Corp., a Delaware corporation and Capital Trust, Inc., a
      Maryland corporation (“Sellers”).

            


    

     

    Pursuant
to Article 4(a)
of the Master Repurchase Agreement, Buyer hereby notifies Seller of the
existence of a Margin Deficit as of the date hereof as follows:

     

    
      
        
          	
                  [Repurchase
      Price for specific Purchased Asset: Asset 

                  Value
      of such Purchased Asset:

                	
                  $______________
       

                  
                    $______________
       

                  

                
	 	 
	
                  MARGIN
      DEFICIT:

                  [Aggregate
      Repurchase Price of all Purchased Assets:

                  Maximum
      Amount: $__________

                	
                  
                    $______________ ]

                  

                  
                    $______________
       

                  

                  
                    $______________
       

                  

                
	 	 
	
                  MARGIN
      DEFICIT:

                	
                  
                    $______________ ]

                  

                
	 
      	 
      


        

      

    

    SELLER
IS REQUIRED TO CURE THE MARGIN DEFICIT SPECIFIED ABOVE IN ACCORDANCE WITH THE
MASTER REPURCHASE AGREEMENT AND WITHIN THE TIME PERIOD SPECIFIED ARTICLE 4(a)
THEREOF.

     

    
      
        
          
            
              
                
                  	 	
                          
                            JPMORGAN
      CHASE FUNDING INC.

                          

                        	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

              

            

          

        

      

    

    EXHIBIT
XI

     

    UCC FILING
JURISDICTIONS

     

    Maryland

     

    and

     

    Delaware

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
XII

     

    FORM
OF SERVICER NOTICE

     

    [DATE]

     

    [SERVICER],
as Special Servicer

    [ADDRESS]

    Attention:  ___________

     

    
      	
               
      

            	
              Re:

            	
              Master
      Repurchase Agreement, dated as of November 21, 2008 by and between
      JPMorgan Chase Funding Inc. (“Buyer”) and CT
      BSI Funding Corp. and Capital Trust, Inc. (“Sellers”) (as
      amended, restated, supplemented, or otherwise modified and in effect from
      time to time, the “Master Repurchase
      Agreement”); (capitalized terms used but not otherwise defined
      herein shall have the meanings assigned thereto in the Master Repurchase
      Agreement).

            


    

     

    Ladies
and Gentlemen:

     

    [SERVICER]
(the “Servicer”) is
servicing certain mortgage assets for Sellers pursuant to one or more Servicing
Agreements between Servicer and Sellers (the “Purchased
Assets”).  Pursuant to the Master Repurchase Agreement,
Servicer is hereby notified that Seller has granted a security interest to Buyer
in the Purchased Assets which are serviced by Servicer.

     

    Servicer
shall segregate all amounts collected on account of the Purchased Assets sold to
Buyer under the Master Repurchase Agreement, hold them in trust for the sole and
exclusive benefit of Buyer, and remit such collections to the following account
which has been established at PNC Bank, National Association, ABA# 043-000-096,
Account # [ ], (the “Depository
Account”).  Servicer acknowledges that the Depository Account
is held for the benefit of Buyer pursuant to the Depository Agreement, dated as
of November 21, 2008, by and between Sellers, Buyer, Midland Loan Services, Inc.
and PNC Bank, National Association.  Upon receipt of a notice of Event
of Default from Buyer, Servicer shall follow the instructions of Buyer with
respect to the Purchased Assets, and shall deliver to Buyer any information with
respect to the Purchased Assets reasonably requested by Buyer.

     

    Servicer
hereby agrees that, notwithstanding any provision to the contrary in any
Servicing Agreement which exists between Servicer and Sellers in respect of any
Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint
benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a
third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at
any time, terminate any such Servicing Agreement immediately upon the delivery
of written notice thereof to Servicer and/or in any event transfer servicing to
Buyer’s designee, at no cost or expense to Buyer, it being agreed that Sellers
will pay any and all fees required to terminate any Servicing Agreement and to
effectuate the transfer of servicing to the designee of Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
any contrary information or direction which may be delivered to Servicer by
Sellers, Servicer may conclusively rely on any information, direction or notice
of an Event of Default delivered by Buyer, and Sellers shall indemnify and hold
Servicer harmless for any and all claims asserted against Servicer for any
actions taken in good faith by Servicer in connection with the delivery of such
information or notice of Event of Default.

     

    No
provision of this letter may be amended, countermanded or otherwise modified
without the prior written consent of Buyer.  Buyer is an intended
third party beneficiary of this letter.

     

    Please
acknowledge receipt and your agreement to the terms of this instruction letter
by signing in the signature block below and forwarding an executed copy to Buyer
promptly upon receipt.  Any notices to Buyer should be delivered to
the following address: 4 New York Plaza, 20th Floor,
New York, NY 10004-2413  Attn: Nancy S. Alto, Telephone: (212)
623-7109, Fax:  (212) 623-0353.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    Very
      truly yours, 

                                  	 
	 	 	 
	 	
                                    
                                      
                                        [SERVICER]

                                      

                                    

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                          

                        

                      

                    

                  

                   

                

              

            

          

        

      

    

    
      
        	
                ACKNOWLEDGED
      AND AGREED TO:

              
	 
      
	
                [SELLER]

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                By:
      

                              	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


                      

                    

                  

                

              

            

          

          
          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
XIII

    

     

    FORM OF RELEASE
LETTER

     

    [Date]

     

    JPMorgan
Chase Funding Inc.

    c/o JP
Morgan Chase Bank, N.A.

    4 New
York Plaza, 20th
Floor

    New York,
New York 100004-2413

    
      	
              Attention: 

            	
              Ms.
      Nancy S. Alto

            


    

     

    
      	
               
      

            	
              Re:

            	
              Master
      Repurchase Agreement, dated as of November 21, 2008 by and between
      JPMorgan Chase Funding Inc. (“Buyer”) and CT
      BSI Funding Corp. and Capital Trust, Inc. (“Sellers”) (as
      amended, restated, supplemented, or otherwise modified and in effect from
      time to time, the “Master Repurchase
      Agreement”); (capitalized terms used but not otherwise defined
      herein shall have the meanings assigned thereto in the Master Repurchase
      Agreement).

            


    

     

    Ladies
and Gentlemen:

     

    With
respect to the Purchased Assets described in the attached Schedule A (the
“Purchased
Assets”) (a) we hereby certify to you that the Purchased Assets are not
subject to a lien of any third party, and (b) we hereby release all right,
interest or claim of any kind other than any rights under the Master Repurchase
Agreement with respect to such Purchased Assets, such release to be effective
automatically without further action by any party upon payment by Buyer of the
amount of the Purchase Price contemplated under the Master Repurchase Agreement
(calculated in accordance with the terms thereof) in accordance with the wiring
instructions set forth in the Master Repurchase Agreement.

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Very
      truly yours, 

                                    	 
	 	 	 
	 	
                                      
                                        
                                          [SERVICER]

                                        

                                      

                                    	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                            

                          

                        

                      

                    

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                  

                

              

            

          

        

      
Schedule
A

     

    [List of
Purchased Asset Documents]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
XIV

     

    FORM OF COVENANT COMPLIANCE
CERTIFICATE

     

    [      ]
[  ], 200[ ]

     

    JPMorgan
Chase Funding Inc.

    c/o
JPMorgan Chase Bank, N.A.

    270 Park
Avenue, 7th Floor

    New York,
New York 10017-2014

    Attention:  Kunal
K. Singh

     

     

    This
Compliance Certificate is furnished pursuant to that certain Master Repurchase
Agreement, dated as of November 21, 2008 (as amended, restated, supplemented, or
otherwise modified and in effect from time to time, the “Master Repurchase
Agreement”) by and among JPMorgan Chase Funding Inc. (“Buyer”) and CT BSI
Funding Corp. and Capital Trust, Inc. (“Sellers”).  Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the respective meanings ascribed thereto in the Master Repurchase
Agreement.

     

    THE
UNDERSIGNED HEREBY CERTIFIES THAT:

     

    
      	
               
      

            	
              1.

            	
              I
      am a duly elected Responsible Officer of [ ] (“Seller”).

            


    

     

    
      	
               
      

            	
              2.

            	
              All
      of the financial statements, calculations and other information set forth
      in this Compliance Certificate, including, without limitation, in any
      exhibit or other attachment hereto, are true, complete and correct as of
      the date hereof.

            


    

     

    
      	
               
      

            	
              3.

            	
              I
      have reviewed the terms of the Master Repurchase Agreement and I have
      made, or have caused to be made under my supervision, a detailed review of
      the transactions and financial condition of Seller during the accounting
      period covered by the financial statements attached (or most recently
      delivered to Buyer if none are
attached).

            


    

     

    
      	
               
      

            	
              4.

            	
              I
      am not aware of any facts, or pending developments that have caused, or
      may in the future cause the Market Value of any Purchased Asset to decline
      at any time within the reasonably foreseeable
  future.

            


    

     

    
      	
               
      

            	
              5.

            	
              As
      of the date hereof, and since the date of the certificate most recently
      delivered pursuant to Article 12(j) of the Master Repurchase Agreement,
      Seller has observed or performed all of its covenants and other agreements
      in all material respects, and satisfied in all material respects, every
      condition, contained in the Master Repurchase Agreement and the related
      documents to be observed, performed or satisfied by
  it.

            


    

     

    
      	
               
      

            	
              6.

            	
              The
      examinations described in Paragraph 3 above did not disclose, and I have
      no knowledge of, the existence of any condition or event which constitutes
      an Event of Default or Default during or at the end of the accounting
      period covered by the attached financial statements or as of the date of
      this Compliance Certificate (including after giving effect to any pending
      Transactions requested to be entered into), except as set forth
      below.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.

            	
              As
      of the date hereof, each of the representations and warranties made by
      Seller in the Master Repurchase Agreement are true, correct and complete
      in all material respects with the same force and effect as if made on and
      as of the date hereof, except as to the extent of any approved
      exceptions.

            


    

     

    
      	
               
      

            	
              8.

            	
              No
      condition or event that constitutes a “Termination Event”, “Event of
      Default”, “Potential Event of Default” or any similar event by Seller,
      however denominated, has occurred or is continuing under any Hedging
      Transaction.

            


    

     

    
      	
               
      

            	
              9.

            	
              Attached
      as Exhibit
      2 hereto is a description of all interests of Affiliates of each
      Seller in any Underlying Mortgaged Property (including without limitation,
      any lien, encumbrance or other debt or equity position or other interest
      in the Underlying Mortgaged Property that is senior or junior to, or pari passu with, a
      Mortgage Asset in right of payment or
priority).

            


    

     

    
      	
               
      

            	
              10.
      Attached as Exhibit 3
      hereto are the financial statements required to be delivered pursuant to
      Article 12 of the Master Repurchase Agreement (or, if none are required to
      be delivered as of the date of this Compliance Certificate, the financial
      statements most recently delivered pursuant to Article 12 of the Master
      Repurchase Agreement), which financial statements, to the best of my
      knowledge after due inquiry, fairly and accurately present in all material
      respects, the financial condition and operations of Seller as of the date
      or with respect to the period therein specified, determined in accordance
      with the requirements set forth in
  Article 12.

            


    

     

    
      	
               
      

            	
              11.
      Attached as Exhibit 4
      hereto are the calculations demonstrating compliance with the financial
      covenants set forth in Article 11 of the Master Repurchase
      Agreement.

            


    

     

    To the
best of my knowledge, Seller has, during the period since the delivery of the
immediately preceding Compliance Certificate, observed or performed all of its
covenants and other agreements in all material respects, and satisfied in all
material respects every condition, contained in the Master Repurchase Agreement
and the related documents to be observed, performed or satisfied by it, and I
have no knowledge of the occurrence during such period, or present existence, of
any condition or event which constitutes an Event of Default or Default
(including after giving effect to any pending Transactions requested to be
entered into), except as set forth below.

     

    Described
below are the exceptions, if any, to paragraph 10, listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which the Parent or any Seller has taken, is taking, or proposes to take
with respect to each such condition or event:

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	
                                                       

                                                    	 
	 	 	 
	 	
                                                      
                                                        
                                                           

                                                        

                                                      

                                                    	 
	 	 	 	 
	
                                                       

                                                    	
                                                       

                                                    	 	 
	 	 	 	 
	 	 	
                                                       

                                                    	 
	 	 	 	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                     

                  

                

              

            

          

        

      

      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    The
foregoing certifications, together with the financial statements, updates,
reports, materials, calculations and other information set forth in any exhibit
or other attachment hereto, or otherwise covered by this Compliance Certificate,
are made and delivered this [ ] day of [ ], 200[ ].

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	 
	Name: 	 
	Title: 	 
	 	 


                        

                      

                    

                  

                

              

            

          

          
          

        

         

      

    

    -3-