RCC Master Repurchase Agmt 0407


        

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    $150,000,000

     

    MASTER
      REPURCHASE AGREEMENT

     

    Dated
      as
      of April 12, 2007

     

    between

     

    RCC
      REAL
      ESTATE SPE 3, LLC

     

    as
      Seller,

     

    and

     

    NATIXIS
      REAL ESTATE CAPITAL INC.,

     

    as
      Buyer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	 	
              Page

            
	
              1.

            	
              APPLICABILITY

            	 
	
              2.

            	
              DEFINITIONS

            	
              1

            
	
              3.

            	
              INITIATION;
                CONFIRMATION; TERMINATION; FEES

            	
              22

            
	
              4.

            	
              MARGIN
                MAINTENANCE

            	
              28

            
	
              5.

            	
              INCOME
                PAYMENTS AND PRINCIPAL PAYMENTS

            	
              28

            
	
              6.

            	
              SECURITY
                INTEREST

            	
              31

            
	
              7.

            	
              PAYMENT,
                TRANSFER AND CUSTODY

            	
              32

            
	
              8.

            	
              SALE,
                TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS AND PURCHASED
                SECURITIES

            	
              39

            
	
              9.

            	
              [INTENTIONALLY
                OMITTED]

            	
              39

            
	
              10.

            	
              REPRESENTATIONS

            	
              39

            
	
              11.

            	
              NEGATIVE
                COVENANTS OF SELLER

            	
              44

            
	
              12.

            	
              AFFIRMATIVE
                COVENANTS OF SELLER

            	
              45

            
	
              13.

            	
              SINGLE-PURPOSE
                ENTITY

            	
              48

            
	
              14.

            	
              EVENTS
                OF DEFAULT; REMEDIES

            	
              50

            
	
              15.

            	
              SINGLE
                AGREEMENT

            	
              55

            
	
              16.

            	
              INTENTIONALLY
                OMITTED

            	
              56

            
	
              17.

            	
              NOTICES
                AND OTHER COMMUNICATIONS

            	
              56

            
	
              18.

            	
              ENTIRE
                AGREEMENT; SEVERABILITY

            	
              56

            
	
              19.

            	
              NON-ASSIGNABILITY

            	
              56

            
	
              20.

            	
              GOVERNING
                LAW

            	
              57

            
	
              21.

            	
              NO
                WAIVERS, ETC.

            	
              57

            
	
              22.

            	
              USE
                OF EMPLOYEE PLAN ASSETS

            	
              57

            
	
              23.

            	
              INTENT

            	
              58

            
	
              24.

            	
              DISCLOSURE
                RELATING TO CERTAIN FEDERAL PROTECTIONS

            	
              58

            
	
              25.

            	
              CONSENT
                TO JURISDICTIONP; WAIVER OF JURY TRAIL

            	
              59

            
	
              26.

            	
              NO
                RELIANCE

            	
              59

            
	
              27.

            	
              INDEMNITY

            	
              60

            
	
              28.

            	
              DUE
                DILIGENCE

            	
              61

            
	
              29.

            	
              SERVICING

            	
              61

            
	
              30.

            	
              MISCELLANEOUS

            	
              62

            
	
              31.

            	
              EXCULPATION

            	
              64

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEXES,
      EXHIBITS AND SCHEDULES

     

    
      	
              ANNEX
                I

               

            	
              Names
                and Addresses for Communications between Parties

               

            
	
              SCHEDULE
                I

               

            	
              Additional
                Eligibility Criteria; Concentration Limits

               

            
	
              SCHEDULE
                II

               

            	
              List
                of Approved Sub-Servicers

               

            
	
              EXHIBIT
                I

               

            	
              Form
                of Confirmation

               

            
	
              EXHIBIT
                II

               

            	
              Authorized
                Representatives of Seller

               

            
	
              EXHIBIT
                III

               

            	
              Monthly
                Reporting Package

               

            
	
              EXHIBIT
                IV

               

            	
              Form
                of Custodial Agreement

               

            
	
              EXHIBIT
                V

               

            	
              Form
                of Power of Attorney

               

            
	
              EXHIBIT
                VI

               

            	
              Representations
                and Warranties Regarding Individual Purchased Assets

               

            
	
              EXHIBIT
                VII

               

            	
              Collateral
                Information

               

            
	
              EXHIBIT
                VIII

               

            	
              Advance
                Procedure

               

            
	
              EXHIBIT
                IX

               

            	
              Form
                of Redirection Letter

               

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MASTER
      REPURCHASE AGREEMENT, dated as of April 12, 2007, by and among RCC REAL ESTATE
      SPE 3, LLC, a Delaware limited liability company (the “Seller”)
      and
      NATIXIS REAL ESTATE CAPITAL INC., a New York corporation (formerly known as
      IXIS
      Real Estate Capital Inc.) (together with its successors and assigns, the
“Buyer”).

     

    1. APPLICABILITY

     

    From
      time
      to time the parties hereto may enter into transactions in which the Seller
      agrees to transfer to the Buyer loans, participations, securities or other
      assets (together, “Assets”)
      against the transfer of funds by Buyer, with a simultaneous agreement by Buyer
      to transfer to Seller such Assets at a date certain, against the transfer of
      funds by Seller. 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.

     

    2. DEFINITIONS

     

    “Acceptable
      Attorney”
means
      Paul Hastings Janofsky & Walker or any other attorney-at-law to which the
      Seller or the Custodian, as applicable, has sent an Attorney’s Bailee Letter,
      except for an attorney whom the Buyer has notified the Custodian and the Seller
      is not reasonably satisfactory to the Buyer.

     

    “Accepted
      Servicing Practices”
shall
      mean with respect to any Purchased Loan, those servicing practices of prudent
      lending institutions which service mortgage or mezzanine loans of the same
      type
      as such Purchased Loan in the jurisdiction where the related Mortgaged Property
      or Underlying Mortgaged Property is located.

     

    “Accelerated
      Repurchase Date”
shall
      have the meaning specified in Section 14(a)(i) of this Agreement.

     

    “Act
      of
      Insolvency”
shall
      mean with respect to any party, (i) the commencement by such party as debtor
      of
      any case or proceeding under any bankruptcy, insolvency, reorganization,
      liquidation, moratorium, dissolution, delinquency or similar law, or such party
      seeking the appointment or election of a receiver, conservator, trustee,
      custodian or similar official for such party or any substantial part of its
      property, or the convening of any meeting of creditors for purposes of
      commencing any such case or proceeding or seeking such an appointment or
      election, (ii) the commencement of any such case or proceeding against such
      party, or another seeking such an appointment or election, or the filing against
      a party of an application for a protective decree under the provisions of the
      Securities Investor Protection Act of 1970, which (A) is consented to or not
      timely contested by such party, (B) results in the entry of an order for relief,
      such an appointment or election, the issuance of such a protective decree or
      the
      entry of an order having a similar effect, or (C) is not dismissed within 60
      days, (iii) the making by such party of a general assignment for the benefit
      of
      creditors, or (iv) the admission in writing by such party of such party’s
      inability to pay such party’s debts as they become due.

     

    “Affiliate”
shall
      mean, when used with respect to any specified Person, 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.

     

    “Agreement”
shall
      mean this Master Repurchase Agreement, dated as of April 12, 2007, by and
      between RCC Real Estate SPE 3, LLC and Natixis Real Estate Capital Inc., as
      such
      agreement may be modified or supplemented from time to time.

     

    “Alternative
      Rate”
shall
      have the meaning specified in Section 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.

     

    “Applicable
      Spread”
shall
      mean, with respect to a Transaction involving any Class of Asset, the
      corresponding percentage set forth below unless otherwise agreed by Buyer (in
      its sole discretion) and Seller and set forth in a Confirmation:

     

    (i) for
      each
      Class of Transaction involving a Mortgage Loan, the corresponding percentage
      set
      forth below:

     

    
      	
              Class
                of Transaction/ Designated Purchase Percentage

               

            	
              Rate

               

            
	
              Class
                M-1 (75%) 

               

            	
              .75%

               

            
	
              Class
                M-1 (80%)

               

            	
              .85%

               

            
	
              Class
                M-2 (75%)

               

            	
              .90%

               

            
	
              Class
                M-2 (80%)

               

            	
              1.00%

               

            
	
              Class
                M-3 (75%)

               

            	
              1.05%

               

            
	
              Class
                M-3 (80%)

               

            	
              1.20%

               

            
	
              Class
                M-4 (75%)

               

            	
              1.25%

               

            
	
              Class
                M-4 (80%)

               

            	
              1.35%

               

            
	
              Class
                M-5 (75%)

               

            	
              1.40%

               

            
	
              Class
                M-5 (80%)

               

            	
              1.55%

               

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (ii) for
      each
      Class of Transaction involving a Mezzanine Loan or B Note Asset, the
      corresponding percentage set forth below:

     

    
      	
              Class
                of Transaction

               

            	
              Percentage

               

            
	
              Class
                MZ/B-1

               

            	
              1.25%

               

            
	
              Class
                MZ/B -2

               

            	
              1.50%

               

            
	
              Class
                MZ/B -3

               

            	
              1.75%

               

            


    

     

    (iii) for
      each
      Class of Transaction involving a Preferred Equity Asset, the corresponding
      percentage set forth below:

     

    
      	
              Class
                of Transaction

               

            	
              Percentage

               

            
	
              Class
                PE-1

               

            	
              2.00%

               

            
	
              Class
                PE-2

               

            	
              2.25%

               

            
	
              Class
                PE-3

               

            	
              2.50%

               

            


    

     

    (iv) for
      each
      Class of Transaction involving a CMBS Asset, the corresponding percentage set
      forth below (it being acknowledged that the Class of Transaction for any CMBS
      Asset may be changed by Buyer solely upon a downgrade, withdrawal or
      qualification by any Rating Agency of the rating assigned to such CMBS
      Asset):

     

    
      	 	
              Percentage

            
	
              Class
                of Transaction

               

            	
              Fixed
                Rate CMBS

               

            	
              Floating
                Rate CMBS

               

            
	
              Class
                CMBS-1

               

            	
              .40%

               

            	
              .25%

               

            
	
              Class
                CMBS-2

               

            	
              .50%

               

            	
              .30%

               

            
	
              Class
                CMBS-3

               

            	
              .75%

               

            	
              .40%

               

            
	
              Class
                CMBS-4

               

            	
              .85%

               

            	
              .50%

               

            
	
              Class
                CMBS-5

               

            	
              1.10%

               

            	
              1.00%

               

            
	
              Class
                CMBS-6

               

            	
              1.50%

               

            	
              1.50%

               

            
	
              Class
                CMBS-7

               

            	
              1.50%

               

            	
              1.50%

               

            
	
              Class
                CMBS-8

               

            	
              1.60%

               

            	
              1.60%

            
	
              Class
                CMBS-9

               

            	
              1.70%

               

            	
              1.70%

               

            
	
              Class
                CMBS-10

               

            	
              1.75%

               

            	
              1.75%

               

            
	
              Class
                CMBS-11

               

            	
              2.00%

               

            	
              2.00%

               

            
	
              Class
                CMBS-12

               

            	
              2.25%

               

            	
              2.25%

               

            


    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (v) after
      the
      occurrence and during the continuance of an Event of Default (other than with
      respect to Buyer), the applicable incremental per annum rate described in clause
      (i) - (iv) of this definition, as applicable, plus 400 basis points
      (4.0%).

     

    “Approved
      Sub-Servicer”
shall
      mean those sub-servicers listed on Schedule II attached hereto or such others
      as
      are approved by Buyer in its reasonable discretion.

     

    “Assets”
shall
      have the meaning specified in Section 1 hereof.

     

    “Assignment
      of Leases”
shall
      mean, with respect to any Mortgage, an assignment of leases thereunder, notice
      of transfer or equivalent instrument in recordable form, sufficient under the
      laws of the jurisdiction wherein the Mortgaged Property is located to reflect
      the assignment of leases.

     

    “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 of the Mortgage, subject to the terms, covenants and provisions
      of
      this Agreement.

     

    “Assignment
      of Preferred Equity Asset”
shall
      mean, with respect to any Preferred Equity Asset, an assignment of the Preferred
      Equity Asset and Preferred Equity Asset Documents, subject to the terms,
      covenants and provisions of this Agreement.

     

    “Attorney’s
      Bailee Letter”
means
      a
      letter from an Acceptable Attorney, in form and substance acceptable to the
      Buyer, wherein such Acceptable Attorney in possession of a Purchased Loan File
      (i) acknowledges receipt of such Purchased Loan File, (ii) confirms that such
      Acceptable Attorney is holding the same as bailee of the Buyer under such letter
      and (iii) agrees that such Acceptable Attorney shall deliver such Purchased
      Loan File to the Custodian by not later than the third (3rd)
      Business Day following the Purchase Date for the related Purchased
      Loan.

     

    “B
      Note
      Asset”
has
      the
      meaning given to such term in clause (ii) of the definition of Eligible
      Loans.

     

    “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, the State of Illinois,
      or
      the Cayman Islands are authorized or obligated by law or executive order to
      be
      closed. When used with respect to a Pricing Rate Determination Date, “Business
      Day” shall mean any day

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    other
      than a Saturday, a Sunday or a day on which banks in London, England are closed
      for interbank or foreign exchange transactions.

     

    “Buyer”
shall
      mean Natixis Real Estate Capital Inc., or any successor or assignee
      thereof.

     

    “Capital
      Stock”
shall
      mean any and all shares, interests, participations or other equivalents (however
      designated) of capital stock of a corporation, any and all equivalent equity
      ownership interests in a Person which is not a corporation, including, without
      limitation, any and all member interests or other equivalent interests in any
      limited liability company, general or limited partnership interests in any
      general or limited partnership, and any and all warrants or options to purchase
      any of the foregoing.

     

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

     

    “CDO”
means
      a
      collateralized debt obligation securitization transaction.

     

    “CF
      Sweep Event”
shall
      exist hereunder at any time when (i) an Event of Default shall have occurred
      and
      be continuing hereunder, (ii) a monetary default or other material default
      beyond applicable grace periods shall exist under the Purchased Asset Documents
      for any Purchased Asset or (iii) Seller shall fail to cure any Margin Deficit
      within the time period required under Section 4(c). A CF Sweep Event with
      respect to any Purchased Asset shall cease to be in effect (a) under the
      foregoing clause (ii) when Seller has paid Buyer the entire Repurchase Price
      for
      the applicable Purchased Asset or (b) under the foregoing clause (iii), when
      the
      Repurchase Price (excluding accrued Price Differential) of such Purchased Asset
      has been reduced to the applicable Target Price for such Purchased
      Asset.

     

    “Change
      of Control”
shall
      mean any of the following events shall have occurred without the prior approval
      of the Buyer:

     

    (i) Sponsor
      shall no longer own, whether directly or indirectly, 100% of the ownership
      interest in Seller; or

    


    (ii) any
      merger, reorganization or consolidation of the Sponsor where the successor
      entity is not the Sponsor as of the date of this Agreement; or

    


    (iii) at
      least
      three of Messrs. John Boyt, David Bloom, Jeff Blomstrom, Alan Feldman and
      Jonathan Cohen cease
      to
      be senior executives and devote at least a majority of their respective business
      time to matters relating to the management and operation of the Sponsor and
      the
      Seller.

    


    “Class”
shall
      mean the class of Transaction for any Asset.

     

    “Class
      CMBS-1”
shall
      mean a Transaction involving Eligible CMBS having a rating of A (or the
      equivalent) or higher by each of the applicable Rating Agencies.

     

    “Class
      CMBS-2”
shall
      mean a Transaction involving Eligible CMBS having a rating of A- (or the
      equivalent) by each of the applicable Rating Agencies.

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    “Class
      CMBS-3”
shall
      mean a Transaction involving Eligible CMBS having a rating of BBB+ (or the
      equivalent) by each of the applicable Rating Agencies.

     

    “Class
      CMBS-4”
shall
      mean a Transaction involving Eligible CMBS having a rating of BBB (or the
      equivalent) by each of the applicable Rating Agencies.

     

    “Class
      CMBS-5”
shall
      mean a Transaction involving Eligible CMBS having a rating of BBB- (or the
      equivalent) by each
      of the
      applicable Rating Agencies.

     

    “Class
      CMBS-6”
shall
      mean a Transaction involving Eligible CMBS having a rating of BB+ (or the
      equivalent) by each of the applicable Rating Agencies.

     

    “Class
      CMBS-7”
shall
      mean a Transaction involving Eligible CMBS having a rating of BB (or the
      equivalent) by each
      of the
      applicable Rating Agencies.

     

    “Class
      CMBS-8”
      shall
      mean a
      Transaction involving Eligible CMBS having a rating of BB- (or the equivalent)
      by each of the applicable Rating Agencies.

     

    “Class
      CMBS-9”
      shall
      mean a
      Transaction involving Eligible CMBS having a rating of B+ (or the equivalent)
      by
      each of the applicable Rating Agencies.

     

    “Class
      CMBS-10”
shall
      mean a Transaction involving Eligible CMBS having a rating of B (or the
      equivalent) by each
      of the
      applicable Rating Agencies.

     

    “Class
      CMBS-11”
      shall
      mean a
      Transaction involving Eligible CMBS having a rating of B- (or equivalent) by
      each of the applicable Rating Agencies.

     

    “Class
      CMBS-12”
shall
      mean a Transaction involving Eligible CMBS that is unrated by any Rating
      Agency.

     

    “Class
      M-1”
shall
      mean a Transaction involving an Eligible Mortgage Loan which Asset has an LTV
      of
      65% or less.

     

    “Class
      M-2”
shall
      mean a Transaction involving an Eligible Mortgage Loan which Asset has an LTV
      less than or equal to 70% but greater than 65%.

     

    “Class
      M-3”
shall
      mean a Transaction involving an Eligible Mortgage Loan which Asset has an LTV
      less than or equal
      to 75%
      but greater than 70%.

     

    “Class
      M-4”
shall
      mean a Transaction involving an Eligible Mortgage Loan which Asset has an LTV
      less than or equal to 80% but greater than 75%.

     

    “Class
      M-5”
shall
      mean a Transaction involving an Eligible Mortgage Loan which Asset has an LTV
      less than or equal to 85% but greater than 80%.

     

    “Class
      MZ/B-1”
shall
      mean a Transaction involving an Eligible Mezzanine Loan which Asset has an
      LTV
      less than or equal to 75%.

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Class
      MZ/B-2”
shall
      mean a Transaction involving an Eligible Mezzanine Loan which Asset has an
      LTV
      less than or equal to 80% but greater than 75%.

     

    “Class
      MZ/B-3”
shall
      mean a Transaction involving an Eligible Mezzanine Loan which
      Asset
      has an LTV less than or equal to 85% but greater than 80%.

     

    “Class
      PE-1”
shall
      mean a Transaction involving an Eligible Preferred Equity Asset which Asset
      has
      an LTV less than
      or
      equal to 75%.

     

    “Class
      PE-2”
shall
      mean a Transaction involving an Eligible Preferred Equity Asset which Asset
      has
      an LTV less than
      or equal
      to 80% but greater than 75%.

     

    “Class
      PE-3”
shall
      mean a Transaction involving an Eligible Preferred Equity Asset which Asset
      has
      an LTV less than or equal to 85% but greater than 80%.

     

    “Closing
      Date”
shall
      mean the date hereof as set forth on the first page of this
      Agreement.

     

    “CMBS
      Asset”
shall
      mean securities issued pursuant to a securitization of commercial mortgage
      loans, mezzanine loans and/or other assets.

     

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

     

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

     

    “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 Section 3(b) of this Agreement.

     

    “Custodial
      Agreement”
shall
      mean the Custodial Agreement, dated as of April 12, 2007, by and among the
      Custodian, the Seller and the Buyer.

     

    “Custodial
      Delivery”
shall
      mean the form executed by each Seller in order to deliver the Purchased Loan
      Schedule and the Purchased Loan File to Buyer or its designee (including the
      Custodian) pursuant to Section 7 hereof, 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 prior written consent of Seller (which consent shall not be
      unreasonably withheld or delayed).

     

    “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.

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

     

    “Designated
      Purchase Percentage”
shall
      mean, with respect to any Mortgage Loan, the purchase percentage designated
      by
      Seller in the notice of the applicable Transaction delivered to Buyer under
      Section 3(a) which shall be no greater than 75% or 80%,
      respectively.

     

    “Diligence
      Materials”
shall
      mean the Preliminary Due Diligence Package together with the Supplemental Due
      Diligence List.

     

    “Draft
      Appraisal”
shall
      mean a short form appraisal, “letter opinion of value,” or any other form of
      draft appraisal reasonably acceptable to Buyer.

     

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

     

    “Eligible
      Assets”
shall
      mean, collectively, Eligible Loans, Eligible Preferred Equity Assets and
      Eligible Securities.

     

    “Eligible
      Loans”
shall
      mean any of the following types of loans and interests therein, which loans
      or
      interests therein, and documents evidencing and/or securing such loans or
      interests therein, are acceptable to Buyer in the good faith exercise of its
      sole discretion and are secured directly or indirectly by a property that is
      a
      multifamily, retail, office, warehouse or hospitality property (or any other
      property type acceptable to Buyer, but excluding in all cases undeveloped land)
      and is located in the United States of America, its territories or
      possessions:

     

    (i) performing
      whole mortgage loans secured by first liens on multifamily or commercial
      properties (“Mortgage
      Loans”);

     

    (ii) senior
      or
      junior participation interests in or subordinate notes evidencing interests
      in
      performing whole mortgage loans secured by first liens, or performing whole
      mortgage loans secured by second liens, in each case on multifamily or
      commercial properties (“B
      Note
      Assets”);

     

    (iii) performing
      mezzanine loans, or senior or junior participation interests in performing
      mezzanine loans, secured by pledges of the entire (or such lesser percentage
      as
      Buyer may agree to) equity ownership interests in entities that directly or
      indirectly through one or more intervening subsidiaries own multifamily or
      commercial properties (“Mezzanine
      Loans”);
      and

     

    (iv) any
      other
      loan which does not conform to the criteria set forth in clauses (i)-(iii)
      above
      and which Buyer elects in its sole discretion to purchase; provided,
      however,
      that
      non-performing loans and loans that are collateralized by undeveloped land shall
      not be Eligible Loans for purposes of this Agreement.

     

    “Eligible
      Preferred Equity Assets”
shall
      mean a Preferred Equity Asset which is acceptable to Buyer in the good faith
      exercise of its sole discretion.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    “Eligible
      Securities”
shall
      mean commercial mortgage backed securities that (a) have a rating of B- or
      higher from Standard & Poor’s Ratings Services, a Division of The
      McGraw-Hill Companies, Inc. or Fitch, Inc. and/or B3 or higher from Moody’s
      Investors Services, Inc. and (b) are otherwise acceptable to Buyer in its
      sole discretion. Any securities with split ratings shall be deemed to have
      the
      lower rating.

     

    “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 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.

     

    “ERISA”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and the regulations promulgated thereunder. Section 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 Section 414(b) or (c) of the Code of which Seller
      is a member and (ii) solely for purposes of potential liability under Section
      302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created
      under Section 302(f) of ERISA and Section 412(n) of the Code, described in
      Section 414(m) or (o) of the Code of which Seller is a member.

     

    “Event
      of Default”
shall
      have the meaning specified in Section 14 of this Agreement.

     

    “Extension
      Conditions”
shall
      have the meaning specified in Section 3(e) of this Agreement.

     

    “Extension
      Fee”
shall
      have the meaning specified in Section 3(e) of this Agreement.

     

    “Facility
      Amount”
shall
      mean $150,000,000, as same may be reduced pursuant to Section 3(e) of this
      Agreement; and provided that on the Outside Purchase Date, the Facility Amount
      shall be reduced to the aggregate Repurchase Price (excluding accrued Price
      Differential) for all Purchased Assets then subject to Transactions
      hereunder.

     

    “Facility
      Fee”
shall
      mean the fee equal to .75% of the Facility Amount which shall be due and payable
      on the Closing Date, pursuant to Section 3(f) of this Agreement.

     

    “Filings”
shall
      have the meaning specified in Section 6 of this Agreement.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “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.

     

    “Ground
      Lease”
shall
      mean a ground lease containing the following terms and conditions: (a) a
      remaining term (exclusive of any unexercised extension options) of thirty (30)
      years or more from the Purchase Date of the Purchased Loan; (b) the right of
      the
      lessee to mortgage and encumber its interest in the leased property without
      the
      consent of the lessor or with such consent given; (c) the obligation of the
      lessor to give the holder of any mortgage lien on such leased property written
      notice of any defaults on the part of the lessee and agreement of such lessor
      that such lease will not be terminated until such holder has had a reasonable
      opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable
      transferability of the lessee’s interest under such lease, including ability to
      sublease; and (e) such other rights customarily required by mortgagees making
      a
      loan secured by the interest of the holder of the leasehold estate demised
      pursuant to a ground lease.

     

    “Guaranty”
shall
      mean the Guaranty of Nonrecourse Exceptions, dated as of the date hereof, from
      the Sponsor to the Buyer.

     

    “Hedging
      Transactions”
shall
      mean, with respect to any or all of the Purchased Securities and/or Purchased
      Loans, 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, either generally or under specific
      contingencies, entered into by Seller with Buyer or an Affiliate of Buyer or
      one
      or more other counterparties reasonably acceptable to the Buyer.

     

    “Income”
shall
      mean, with respect to any Purchased Security or Purchased Loan at any time,
      the
      sum of (x) any principal thereof and all interest, dividends or other
      distributions thereon and (y) all net sale proceeds received by Seller or any
      Affiliate of Seller in connection with a sale of such Purchased Security or
      Purchased Loan.

     

    “Indemnified
      Amounts”
and
      “Indemnified
      Parties”
shall
      have the meaning specified in Section 27 of this Agreement.

     

    “ISDA
      Master Agreement”
shall
      mean any ISDA Master Agreement (including respective schedules, annexes and
      confirmations) executed by the Seller and Buyer or an Affiliate of the Buyer
      in
      connection with a Hedging Transaction.

     

    “LIBOR”
shall
      mean, with respect to any Pricing Rate Period, the rate per annum which is
      equal
      to the rate for deposits in U.S. Dollars, for a period equal to one month,
      which
      appears on Telerate page 3750 as of 11:00 a.m., London time, on the related
      Pricing Rate Determination Date. If such interest rate shall cease to be
      available from Telerate News Service, LIBOR shall be determined from such
      financial reporting service as Buyer shall reasonably determine and
      use

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    with
      respect to its other loan or repurchase facilities on which interest is
      determined based on LIBOR. If two or more such rates appear on Telerate page
      3750 or associated pages, the rate in respect of such Pricing Rate Period will
      be the arithmetic mean of such offered rates, absent manifest error.


     

    “LIBOR
      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 LIBOR.

     

    “LTV”
shall
      mean with respect to (a) any Mortgage Loan, the ratio of the principal amount
      of
      the Mortgage Loan (or in the case of a B Note Asset the related Whole Loan)
      to
      the Market Value of the Mortgaged Property or (b) any Mezzanine Loan or
      Preferred Equity Asset, the ratio of the sum of (i) the principal balance of
      such Mezzanine Loan (or in the case of a participation interest in a Mezzanine
      Loan, the related Whole Loan) or the aggregate amount of Seller’s initial and
      scheduled addition capital contributions or other equity investments with
      respect to any Preferred Equity Asset plus (ii) the principal balance(s) of
      all
      mortgage loans and/or mezzanine loans senior to such Mezzanine Loan or Preferred
      Equity Asset to the Market Value of the Underlying Mortgaged
      Property.

     

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

     

    “Margin
      Excess”
shall
      have the meaning specified in Section 4(b) hereof.

     

    “Margin
      Notice Deadline”
shall
      mean 11:00 a.m, EST.

     

    “Market
      Value”
shall
      mean (A) with respect to any Purchased Security, Mortgaged Property or
      Underlying Mortgaged Property as of any relevant date, the market value for
      such
      Purchased Security, Mortgaged Property or Underlying Mortgaged Property on
      such
      date, as determined by Buyer in its sole but commercially reasonable business
      judgment or (B) with respect to any Purchased Loan or Purchased Preferred Equity
      Asset as of any relevant date, the lesser of (x) the market value for such
      Purchased Loan or Purchased Preferred Equity Asset on such date, as determined
      by Buyer in its sole but commercially reasonable business judgment and (y)
      the
      par amount of such Purchased Loan or Purchased Preferred Equity Asset; provided,
      that the value of any Hedging Transactions pledged with such Purchased Asset
      where the Buyer or an Affiliate of the Buyer is the counterparty shall be
      included in the determination of Market Value. It is acknowledged and agreed
      that the Market Value for any Asset may be determined by Buyer to be
      zero.

     

    “Material
      Adverse Change”
shall
      mean a material adverse change in (a) the business, assets, property or
      financial condition of Seller or Sponsor, taken as a whole, (b) the ability
      of
      Seller or Sponsor to perform its obligations under any of the Transaction
      Documents to which it is a party, (c) the validity or enforceability of any
      of
      the Transaction Documents or (d) the rights and remedies of Buyer under any
      of
      the Transaction Documents.

     

    “Mezzanine
      Note”
shall
      mean a note or other evidence of indebtedness of the direct or indirect owner
      or
      owners of all (or such lesser percentage as Buyer may approve) equity or
      ownership interests in an underlying real property owner secured by a pledge
      of
      such ownership interests.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    “Mezzanine
      Borrower”
shall
      have the meaning specified in Exhibit
      VI.

     

    “Mezzanine
      Collateral”
shall
      have the meaning specified in Exhibit
      VI.

     

    “Mezzanine
      Loan”
has
      the
      meaning given to such term in clause (iii) of the definition of Eligible
      Loans.

     

    “Mezzanine
      Loan Documents”
shall
      have the meaning specified in Exhibit
      VI.

     

    “Moody’s”
shall
      mean Moody’s Investor 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
      Loan”
has
      the
      meaning given to such term in clause (i) of the definition of Eligible
      Loan.

     

    “Mortgage
      Note”
shall
      mean a note or other evidence of indebtedness of a Mortgagor secured by a
      Mortgage.

     

    “Mortgaged
      Property”
shall
      mean the real property securing repayment of the debt evidenced by a Mortgage
      Note.

     

    “Mortgagee”
shall
      mean the record holder of a Mortgage Note secured by a Mortgage.

     

    “Mortgagor”
shall
      mean the obligor on a Mortgage Note and the grantor of the related
      Mortgage.

     

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

     

    “New
      Collateral”
shall
      mean an Eligible Asset that Seller proposes to be included as
      Collateral.

     

    “Non-Usage
      Fee”
shall
      have the meaning specified in Section 3(f) of this Agreement.

     

    “Original
      Purchase Percentage”
shall
      mean, with respect to any Transaction the corresponding percentage set forth
      below unless otherwise agreed to between Buyer (in its sole discretion) and
      Seller and set forth in a Confirmation:

     

    
      	 	
              (i)

            	
              for
                each Mortgage Loan, the Designated Purchase Percentage for each such
                Asset;

            


    

     

    
      	 	
              (ii)

            	
              for
                each Class of Transaction involving a Mezzanine Loan or B Note Asset,
                the
                corresponding percentage set forth
                below:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Class
                of Transaction

               

            	
              Percentage

               

            
	
              Class
                MZ/B-1 

               

            	
              75%

               

            
	
              Class
                MZ/B-2 

               

            	
              70%

               

            
	
              Class
                MZ/B-3 

               

            	
              60%

               

            


    

    


    
      	 	
              (iii)

            	
              for
                each Class of Transaction involving a Preferred Equity Asset, the
                corresponding percentage set forth
                below:

            


    

     

    
      	
              Class
                of Transaction

               

            	
              Percentage

               

            
	
              Class
                PE-1 

               

            	
              70%

               

            
	
              Class
                PE-2 

               

            	
              60%

               

            
	
              Class
                PE-3 

               

            	
              50%

               

            


    

    


    
      	 	
              (iv)

            	
              for
                each Class of Transaction involving a CMBS Asset, the corresponding
                percentage set forth below (it being acknowledged that the Class
                for any
                CMBS Asset may be changed by Buyer solely upon a downgrade, withdrawal
                or
                qualification by any Rating Agency of the rating assigned to such
                CMBS
                Asset):

            


    

     

    
      	
              Class
                of Transaction

               

            	
              Percentage

               

            
	
              Class
                CMBS-1

               

            	
              85%

               

            
	
              Class
                CMBS-2

               

            	
              85%

               

            
	
              Class
                CMBS-3

               

            	
              80%

               

            
	
              Class
                CMBS-4

               

            	
              80%

               

            
	
              Class
                CMBS-5 

               

            	
              80%

               

            
	
              Class
                CMBS-6 

               

            	
              75%

               

            
	
              Class
                CMBS-7 

               

            	
              70%

               

            
	
              Class
                CMBS-8 

               

            	
              65%

               

            
	
              Class
                CMBS-9 

               

            	
              60%

               

            
	
              Class
                CMBS-10

               

            	
              60%

               

            
	
              Class
                CMBS-11

               

            	
              50%

               

            
	
              Class
                CMBS-12

               

            	
              50%

               

            


    

     

    provided,
      however, if at any time the aggregate Repurchase Price (excluding Price
      Differential) of all Assets subject to Transactions hereunder is less than
      $50,000,000 or the Assets subject to Transactions hereunder consist of five
      or
      fewer Eligible Assets, then the applicable Purchase Percentages relating to
      each
      Asset set forth above shall be reduced by 20% (e.g., if an Eligible

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Asset
      previously had an Original Purchase Percentage of 75%, for so long as the
      circumstances in this proviso shall exist, the Original Purchase Percentage
      for
      such Eligible Asset would be reduced to 55%). 

     

    “Originated
      Collateral”
shall
      mean any Collateral that is an Eligible Loan and whose Purchased Loan Documents
      were prepared by Seller.

     

    “Outside
      Purchase Date”
shall
      have the meaning set forth in Section 3(a).

     

    “Permitted
      Purchased Asset Modification”
shall
      mean any modification or amendment of a Purchased Asset which is not a
      Significant Purchased Asset Modification.

     

    “Person”
shall
      mean an individual, corporation, limited liability company, business trust,
      partnership, joint tenant or tenant-in-common, trust, unincorporated
      organization, or other entity, or a federal, state or local government or any
      agency or political subdivision thereof.

     

    “Plan”
shall
      mean an employee benefit or other plan established or maintained by Seller
      or
      any ERISA Affiliate during the five year period ended prior to the date of
      this
      Agreement or to which 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
      Section 302 of ERISA or Section 412 of the Code, other than a Multiemployer
      Plan.

     

    “PML”
shall
      have the meaning specified in Exhibit
      VI.

     

    “Portfolio
      Collateral”
shall
      mean, as of any date, all Purchased Securities, Purchased Loans and Purchased
      Preferred Equity Assets subject to Transactions hereunder.

     

    “Pre-Existing
      Collateral”
shall
      mean any Collateral that is an Eligible Loan and is not Originated
      Collateral.

     

    “Preferred
      Equity Asset”
shall
      mean an ownership interest of Seller in a Preferred Equity Investment
      Entity.

     

    “Preferred
      Equity Asset Documents”
shall
      mean for any Preferred Equity Asset, the articles of incorporation, by-laws
      and
      shareholders’ agreement (if any), certificate of limited partnership and
      partnership agreement or certificate of formation and operating agreement,
      as
      applicable, and any and all other organizational documents of the related
      Preferred Equity Investment Entity.

     

    “Preferred
      Equity Investment Entity”
shall
      mean a corporation, partnership or limited liability company that owns a fee
      or
      ground lessee’s interest in one or more multi-family or commercial real estate
      properties.

     

    “Preliminary
      Due Diligence Package”
shall
      mean with respect to any New Collateral, a summary memorandum outlining the
      proposed transaction, including, to the best of Seller’s knowledge, potential
      transaction benefits and all material underwriting risks, all Underwriting
      Issues and all other characteristics of the proposed transaction that a
      reasonable buyer would

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    consider
      material (collectively, “Material
      Information”),
      together with the following due diligence information relating to the New
      Collateral to be provided by Seller to Buyer pursuant to this Agreement (to
      the
      extent applicable):

     

    With
      respect to each Eligible Loan or Preferred Equity Asset:

     

    (i) the
      Collateral Information;

     

    (ii) current
      rent roll, if applicable;

     

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

     

    (iv) description
      of the Mortgaged Property or Underlying Mortgaged Property and the ownership
      structure of the borrower and the sponsor (including, without limitation, the
      board of directors, if applicable);

     

    (v) indicative
      debt service coverage ratios;

     

    (vi) indicative
      loan-to-value ratio;

     

    (vii) term
      sheet outlining the transaction generally;

     

    (viii) Seller's
      relationship with the Mortgagor, if any; and

     

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

     

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

     

    (xi) all
      property condition reports, environmental assessments, appraisals and other
      third party reports available with respect to the Mortgaged Property or
      Underlying Mortgaged Property; 

     

    (xii) the
      proposed Purchased Asset Documents; and

     

    (xiii) Seller’s
      market transaction summary and internal credit memorandum(s) approved by its
      credit committee; provided,
      however, that if, as of the relevant date, Seller’s internal credit
      memorandum(s) has not yet been approved by Seller’s credit committee, Seller may
      initially provide its preliminary credit memorandum(s), provided that Seller
      delivers to Buyer a copy of the final credit memorandum(s) as approved by its
      credit committee promptly after receipt; and provided,
      further,
      that
      Seller may redact from any such credit memorandum confidential or proprietary
      information (including, for example, information relating to Seller’s plans for
      disposition of such Asset pursuant to a securitization, CDO or other
      transaction), but in no event shall Seller redact any Material Information
      therefrom.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    With
      respect to each Eligible Security:

     

    (i) collateral
      summary books which include, to the extent provided to the Seller, the
      following:

     

    (A) loan
      detail and asset description

     

    (B) map,
      photo

     

    (C) rent
      roll

     

    (D) operating
      information

     

    (E) appraisal,
      environmental, engineering summary;

     

    (ii) loan
      data
      disk;

     

    (iii) materials
      furnished to the Rating Agencies in connection with the issuance of the Eligible
      Securities, to the extent provided to Seller;

     

    (iv) Securitization
      Documents;

     

    (v) remittance
      report for most recent period in Seller’s possession;

     

    (vi) quarterly
      remittance reports in Seller’s possession;

     

    (vii) accounting
      reports delivered with respect to the Eligible Security in Seller’s possession;
      and

     

    (viii) legal
      opinions delivered with respect to the Eligible Security in Seller’s
      possession.

     

    “Price
      Differential”
shall
      mean, with respect to any Transaction as of any date, the aggregate amount
      obtained by daily application of the Pricing Rate for such Transaction to the
      Repurchase Price for such Transaction (as adjusted from time to time by
      reductions in the Repurchase Price pursuant to Sections 4(a), 4(c), 5(d)(i),
      5(d)(ii), 5(e)(ii), 5(e)(iii), 5(e)(iv), 5(e)(v) and 5(f)(ii)) on a
      360-day-per-year basis for the actual number of days during the period
      commencing on (and including) the Purchase Date for such Transaction and ending
      on (but excluding) the date of determination (reduced by any amount of such
      Price Differential previously paid by Seller to Buyer with respect to such
      Transaction).

     

    “Pricing
      Rate”
shall
      mean, for any Pricing Rate Period, an annual rate equal to LIBOR for such
      Pricing Rate Period plus the relevant Applicable Spread for such Transaction
      and
      shall be subject to adjustment and/or conversion as provided in Sections 3(g)
      and 3(h) of this Agreement.

     

    “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 fifteenth (15th)
      day of
      the calendar month in which the first day of such Pricing Rate Period
      occurs.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “Pricing
      Rate Period”
shall
      mean, (a) in the case of the first Pricing Rate Period with respect to any
      Transaction, 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 such Remittance Date and ending on and excluding the following
      Remittance Date; provided,
      however,
      that in
      no event shall any Pricing Rate Period end subsequent to the Repurchase
      Date.

     

    “Prime
      Rate”
shall
      mean the prime rate of U.S. commercial banks as published in The Wall Street
      Journal (or, if more than one such rate is published, the average of such
      rates).

     

    “Principal
      Payment”
shall
      mean, (i) with respect to any Purchased Loan or Purchased Security, any payment
      or prepayment of principal received by Seller or the Depository in respect
      thereof and (ii) with respect to any Purchased Preferred Equity Asset, any
      distribution or payment constituting a return of all or any portion of Seller’s
      capital with respect to such Preferred Equity Asset received by Seller or the
      Depository in respect thereof.

     

    “Purchase
      Date”
shall
      mean the date on which Purchased Loans or Purchased Securities are to be
      transferred by Seller to Buyer.

     

    “Purchase
      Price”
shall
      mean, with respect to any Purchased Asset, the price at which such Purchased
      Asset is transferred by Seller to Buyer on the applicable Purchase Date. The
      Purchase Price as of any 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 Security (or, if the Security proposed to
      be
      included in a Transaction is being or was acquired by the Seller from the
      Sponsor, the acquisition cost of the Sponsor in such Security, if lower than
      the
      Market Value), such Purchased Asset or such Purchased Loan (or the par amount
      of
      such Purchased Preferred Equity Asset or Purchased Loan, if lower than Market
      Value) by (ii) the “Original Purchase Percentage” for such Purchased Asset;
provided,
      that
      notwithstanding the foregoing, the Seller may request that the Purchase Price
      set forth in a Confirmation be determined by applying a percentage lower than
      the then current Original Purchase Percentage and, in such event, (1) such
      lower
      percentage shall be deemed the “Original Purchase Percentage” for purposes of
      the calculation of the Target Price but not for any other purpose under the
      Agreement and (2) from time to time after such Purchased Asset is made the
      subject of a Transaction, the Seller may request increases in the related
      Purchase Price up to the maximum then current Original Purchase Percentage
      therefor.

     

    “Purchased
      Asset Documents”
shall
      mean the Purchased Loan Documents, the Purchased Preferred Equity Asset
      Documents or Purchased Securities Documents, as applicable, for any Purchased
      Asset.

     

    “Purchased
      Assets”
shall
      mean, collectively, Purchased Loans, Purchased Preferred Equity Assets and
      Purchased Securities hereunder.

     

    “Purchased
      Loan File”
shall
      mean the documents specified as the “Purchased Loan File” in Section 7(e),
      together with any additional documents and information required to be delivered
      to Buyer or its designee (including the Custodian) pursuant to this
      Agreement.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


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

     

    “Purchased
      Loans”
shall
      mean (i) with respect to any Transaction, the Eligible Loans sold by Seller
      to
      Buyer in such Transaction and (ii) with respect to the Transactions in general,
      all Eligible Loans sold by Seller to Buyer and any additional collateral
      delivered by Seller to Buyer pursuant to Section 4(a) of this
      Agreement.

     

    “Purchased
      Loan Schedule”
shall
      mean a schedule of Purchased Loans attached to each Trust Receipt and Custodial
      Delivery, which may but is not required to, contain information substantially
      similar to the Collateral Information.

     

    “Purchased
      Securities”
shall
      mean, (i) with respect to any Transaction, the Eligible Securities sold by
      Seller to Buyer in such Transaction, and (ii) with respect to the Transactions
      in general, all Eligible Securities sold by Seller to Buyer and any additional
      collateral delivered by Seller to Buyer pursuant to Section 4(a) of this
      Agreement.

     

    “Purchased
      Securities Documents”
shall
      mean, with respect to any Purchased Securities, any certificates evidencing
      such
      Purchased Securities, and any prospectus, offering memorandum, pooling and
      servicing agreement (or similar agreement) and other agreements, documents
      and
      instruments evidencing, securing or otherwise relating to such Purchased
      Securities. 

     

    “Purchased
      Preferred Equity Assets”
shall
      mean, (i) with respect to any Transaction, the Eligible Preferred Equity Assets
      sold by Seller to Buyer in such Transaction, and (ii) with respect to the
      Transactions in general, all Eligible Preferred Equity Assets sold by Seller
      to
      Buyer and any additional collateral delivered by Seller to Buyer pursuant to
      Section 4(a) of this Agreement.

     

    “Purchased
      Preferred Equity Asset Documents”
shall
      mean, with respect to any Purchased Preferred Equity Asset, the certificate
      of
      formation and limited liability company agreement or operating agreement,
      certificate of limited partnership and partnership agreement or articles of
      incorporation and by-laws, as applicable, and any and all other organizational
      documents of the related Preferred Equity Investment Entity, and any certificate
      evidencing such Preferred Equity Asset.

     

    “Rating
      Agency”
shall
      mean any of Fitch Inc., Moody’s Investor Services, Inc. and Standard &
Poor’s Ratings Group, a division of The McGraw-Hill Companies.

     

    “Rating
      Category”
shall
      mean any of the rating categories listed in Schedule I-A attached to this
      Agreement.

     

    “Relevant
      System”
shall
      mean (a) The Depository Trust Company in New York, New York, or (b) such other
      clearing organization or book-entry system as is designated in writing by the
      Buyer.

     

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

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    “Remittance
      Date”
shall
      mean the eighteenth (18th)
      calendar day of each month, or the next succeeding Business Day, if such
      calendar day shall not be a Business Day, or such other day as is mutually
      agreed to by Seller and Buyer.

     

    “Replacement
      Collateral”
shall
      have the meaning specified in Section 14(b)(ii) of this Agreement.

     

    “Repurchase
      Date”
shall
      mean April 18, 2010 as same may be extended by Seller subject to the terms
      and
      conditions of Section 3(e), or such earlier date on which Seller may be
      obligated to repurchase all of the Assets subject to Transactions
      hereunder.

     

    “Repurchase
      Price”
shall
      mean, with respect to any Purchased Asset as of any date, the price at which
      such Purchased Asset is to be transferred from Buyer to Seller upon termination
      of the related Transaction; such price will be determined in each case as the
      sum of the Purchase Price of such Purchased Asset and the accrued but unpaid
      Price Differential with respect to such Purchased Asset as of the date of such
      determination, minus all Income and cash actually received by Buyer in respect
      of such Transaction pursuant to Sections 4(a), 4(b), 5(b), 5(c), 5(d), 5(e)
      and
      5(f) of this Agreement.

     

    “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.

     

    “Securitization
      Document”
shall
      mean, with respect to any Eligible Securities, any pooling and servicing
      agreement or other agreement governing the issuance and administration of such
      Eligible Securities.

     

    “Seller”
shall
      mean RCC Real Estate SPE 3, LLC, a Delaware limited liability
      company.

     

    “Servicing
      Agreement”
shall
      have the meaning specified in Section 29(b).

     

    “Servicing
      Records”
shall
      have the meaning specified in Section 29(b).

     

    “Significant
      Purchased Asset Modification”
means
      any modification or amendment of a Purchased Loan or Purchased Preferred Equity
      Asset which

     

    (i) reduces
      the principal amount of the Purchased Loan or Purchased Preferred Equity Asset
      in question other than (1) with respect to a dollar-for-dollar principal
      payment or (2) reductions of principal to the extent of deferred, accrued
      or capitalized interest added to principal which additional amount was not
      taken
      into account by Buyer in determining the related Purchase Price,

     

    (ii) increases
      the principal amount of a Purchased Loan or Purchased Preferred Equity Asset
      other than increases which are derived from accrual or capitalization of
      deferred interest which is added to principal or protective
      advances,

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (iii) modifies
      the regularly scheduled payments of principal and non-contingent interest of
      the
      Purchased Loan or Purchased Preferred Equity Asset in question,

     

    (iv) changes
      the frequency of scheduled payments of principal and interest in respect of
      a
      Purchased Loan or Purchased Preferred Equity Asset,

     

    (v) subordinates
      the lien priority of the Purchased Loan in question or the payment priority
      of
      the Purchased Loan in question other than subordinations required under the
      then
      existing terms and conditions of the Purchased Loan in question (provided,
      however, the foregoing shall not preclude the execution and delivery of
      subordination, nondisturbance and attornment agreements with tenants,
      subordination to tenant leases, easements, plats of subdivision and condominium
      declarations and similar instruments which in the commercially reasonable
      judgment of the Seller do not materially adversely affect the rights and
      interest of the holder of the Purchased Loan in question),

     

    (vi) releases
      any collateral for the Purchased Loan in question other than releases required
      under the then existing Purchased Loan documents or releases in connection
      with
      eminent domain or under threat of eminent domain,

     

    (vii) waives,
      amends or modifies any cash management or reserve account requirements of the
      Purchased Loan or Purchased Preferred Equity Asset other than changes required
      under the then existing Purchased Loan or Purchased Preferred Equity Asset
      documentation, or

     

    (viii) waives
      any due-on-sale or due-on-encumbrance provisions of the Purchased Loan or
      Purchased Preferred Equity Asset in question other than waivers required to
      be
      given under the then existing Purchased Loan or Purchased Preferred Equity
      Asset
      documents.

     

    “Single-Purpose
      Entity”
shall
      mean a Person, other than an individual, which is formed or organized solely
      for
      the purpose of holding, directly and subject to this Agreement, the Portfolio
      Collateral, does not engage in any business unrelated to the Portfolio
      Collateral and the financing thereof, does not have any assets other than the
      Portfolio Collateral and the financing thereof, or any indebtedness other than
      as permitted by this Agreement, has its own separate books and records and
      its
      own accounts, in each case which are separate and apart from the books and
      records and accounts of any other Person, and holds itself out as being a
      Person, separate and apart from any other Person.

     

    “Sponsor”
shall
      mean Resource Capital Corp., a Maryland corporation.

     

    “Supplemental
      Due Diligence List”
shall
      mean, with respect to any New Collateral, information or deliveries concerning
      the New Collateral that Buyer shall reasonably request in addition to the
      Preliminary Due Diligence Package.

     

    “Survey”
shall
      mean a certified ALTA/ACSM (or applicable state standards for the state in
      which
      the Collateral is located) survey of a Mortgaged Property or Underlying
      Mortgaged

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Property
      prepared by a registered independent surveyor or engineer and in form and
      content satisfactory to the Buyer and the company issuing the Title Policy
      for
      such Property.

     

    “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 Original Purchase Percentage for such Purchased
      Asset.

     

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

     

    “Transaction
      Conditions Precedent”
shall
      have the meaning specified in Section 3(b) of this Agreement.

     

    “Transaction
      Documents”
shall
      mean, collectively, this Agreement, any applicable Annexes to this Agreement,
      the Guaranty, the Custodial Agreement and all Confirmations executed pursuant
      to
      this Agreement in connection with specific Transactions.

     

    “Trustee”
shall
      mean, with respect to any Eligible Securities, the trustee under the
      Securitization Document applicable to such Eligible Securities.

     

    “Trust
      Receipt”
shall
      mean a trust receipt issued by Custodian to Buyer confirming the Custodian's
      possession of certain Purchased Loan Files which are the property of and held
      by
      Custodian for the benefit of the 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 Section 6 of this Agreement.

     

    “UCC-9
      Policy”
shall
      have the meaning specified in Exhibit
      VI.
      

     

    “Underlying
      Mortgage Loan”
shall
      mean, in the case of any Mezzanine Loan (or participation interest in any
      Mezzanine Loan) or Preferred Equity Asset, any Mortgage Loan secured by a
      Mortgage on the related Underlying Mortgaged Property for such Mezzanine Loan
      (or participation interest therein) or Preferred Equity Asset.

     

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

     

    
      	 	
              (a)

            	
              B
                Note, the Mortgaged Property securing such B Note (if the B Note
                is a debt
                instrument), or the Mortgaged Property securing the Mortgage Loan
                in which
                such B Note represents a junior participation (if the B Note is a
                participation interest); 

            


    

     

    
      	 	
              (b)

            	
              Mezzanine
                Loan (or participation interest therein), the Mortgaged Property
                that is
                owned by the Person the Capital Stock of which is pledged as collateral
                security for such Mezzanine Loan; or


            


    

     

    
      	 	
              (c)

            	
              Preferred
                Equity Asset, the Mortgaged Property that is owned by the Preferred
                Equity
                Investment Entity.

            


    

     

    “Underlying
      Property Owner”
shall
      have the meaning specified in Exhibit
      VI.

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    “Underwriting
      Issues”
shall
      mean, with respect to any Collateral as to which Seller intends to request
      a
      Transaction, all material information that has come to 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 Loan Document(s) or Purchased
      Preferred Equity Asset Documents), to a reasonable institutional mortgage Buyer
      in determining whether to originate or acquire the Collateral in
      question.

     

    “Whole
      Loan”
shall
      mean, in the case of (i) any B Note Asset that is a participation interest,
      the
      Mortgage Loan to which such B Note Asset relates, (ii) any B Note Asset
      evidenced by a subordinate note, the aggregate indebtedness evidenced by such
      note together with each other promissory note secured by the Mortgage(s)
      securing such B Note Asset, (iii) any B Note Asset that is secured by a second
      mortgage, such second mortgage loan and (iv) in the case of any participation
      interest in a Mezzanine Loan, the related whole Mezzanine Loan.

     

    3. INITIATION;
      CONFIRMATION; TERMINATION; FEES

     

    (a) Subject
      to the terms and conditions set forth in this Agreement (including, without
      limitation, the Transaction Conditions Precedent specified in Section 3(b)
      of
      this Agreement), an agreement to enter into a Transaction shall be made in
      writing at the initiation of Seller as provided below; provided,
      however,
      that
      (i) the aggregate Repurchase Price (excluding accrued Price Differential) with
      respect to the Purchased Assets as of the date of determination for all
      Transactions shall not exceed the Facility Amount and (ii) the Buyer shall
      not
      have any obligation to enter into Transactions with the Seller after the date
      (the “Outside
      Purchase Date”)
      which
      is six (6) months prior to the Repurchase Date (as same may be extended). Seller
      shall give Buyer written notice of each proposed Transaction and Buyer shall
      inform Seller of its determination with respect to any assets proposed to be
      sold to Buyer by Seller solely in accordance with Exhibit
      VIII
      attached
      hereto. Buyer shall have the right to review all Eligible Assets proposed to
      be
      sold to Buyer in any Transaction and to conduct its own due diligence
      investigation of such Eligible Assets as Buyer reasonably determines. Buyer
      shall be entitled to make a determination, in the exercise of its good faith
      business judgment, that it shall or shall not purchase any or all of the assets
      proposed to be sold to Buyer by Seller. It shall be an additional condition
      precedent to any Transaction that all Eligible Assets sold to Buyer in
      Transactions will comply with the conditions set forth on Schedule
      I
      attached
      to this Agreement. On the Purchase Date for the Transaction which shall be
      on a
      date mutually agreed upon by Buyer and Seller following the approval of an
      Eligible Asset by Buyer in accordance with Exhibit
      VIII
      hereto,
      each Purchased Asset shall be transferred to Buyer or its agent against the
      transfer of the Purchase Price to an account of Seller. 

     

    (b) Upon
      agreeing to enter into a Transaction hereunder, provided each of the Transaction
      Conditions Precedent (as hereinafter defined) shall have been satisfied (or
      waived by Buyer), Buyer shall promptly deliver to Seller a written confirmation
      in the form of Exhibit
      I
      attached
      hereto of each Transaction (a “Confirmation”).
      Such
      Confirmation shall describe each Purchased Asset (including, for any Purchased
      Securities, the CUSIP number, if any), shall identify Buyer and Seller, and
      shall set forth:

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (i) the
      Purchase Date,

     

    (ii) the
      Purchase Price for such Purchased Asset,

     

    (iii) the
      Repurchase Date,

     

    (iv) the
      Pricing Rate applicable to the Transaction (including the Applicable Spread),
      and

     

    (v) any
      additional terms or conditions not inconsistent with this Agreement. 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 each succeeding Pricing Rate Period 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 and notify Seller of such rate for such period. The “Transaction
      Conditions Precedent”
shall
      be deemed to have been satisfied with respect to any proposed Transaction
      if:

     

    
      	 	
              (A)

            	
              no
                Default or Event of Default (in each case, other than with respect
                to
                Buyer) under this Agreement shall have occurred and be continuing
                as of
                the Purchase Date for such proposed
                Transaction;

            


    

     

    
      	 	
              (B)

            	
              Seller
                shall have certified to Buyer in writing the acquisition cost of
                each
                applicable Purchased Asset (including therein reasonable supporting
                documentation required by the Buyer, if
                any);

            


    

     

    
      	 	
              (C)

            	
              the
                representations and warranties made by Seller in each of the Transaction
                Documents shall be true and correct in all material respects as of
                the
                Purchase Date for such Transaction (except to the extent such
                representations and warranties are made as of a particular date);
                

            


    

     

    
      	 	
              (D)

            	
              Buyer
                shall have (A) determined, in accordance with the applicable provisions
                of
                Section 3(a) of this Agreement, that each applicable Purchased Asset
                proposed to be sold to Buyer by Seller in such Transaction is an
                Eligible
                Asset and (B) obtained internal credit approval for the inclusion
                of such
                Eligible Asset in a Transaction;
                and

            


    

     

    
      	 	
              (E)

            	
              no
                Material Adverse Change shall have occurred with respect to Seller
                or
                Sponsor.

            


    

     

    (c) Each
      Confirmation, together with this Agreement, shall be conclusive evidence of
      the
      terms of the Transaction(s) covered thereby unless specific objection is made
      no
      less than three (3) Business Days after the date thereof. In the event of any
      conflict between the terms of such Confirmation and the terms of this Agreement,
      the Confirmation shall prevail. An

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    objection
      sent by Seller with respect to any Confirmation must state specifically that
      the
      writing is an objection, must specify the provision(s) of such Confirmation
      being objected to by Seller, must set forth such provision(s) in the manner
      that
      Seller believes such provisions should be stated, and must be received by Buyer
      no more than three (3) Business Days after such Confirmation is received by
      Seller.

     

    (d) No
      Transaction shall be terminable on demand by Buyer (other than upon the
      occurrence and during the continuance of an Event of Default by Seller). Seller
      shall be entitled to terminate a Transaction on demand, in whole or in part,
      and
      repurchase any or all of the Purchased Assets subject to a Transaction on any
      Business Day prior to the Repurchase Date (an “Early
      Repurchase Date”);
      provided,
      however,
      that:

     

    
      	 	
              (i)

            	
              Seller
                notifies Buyer in writing of its intent to terminate such Transaction
                and
                repurchase such Purchased Assets no later than three (3) Business
                Days
                prior to such Early Repurchase
                Date,

            


    

     

    
      	 	
              (ii)

            	
              on
                such Early Repurchase Date Seller pays to Buyer an amount equal to
                the sum
                of the Repurchase Price for such Transaction and any other amounts
                payable
                under this Agreement (including, without limitation, under Section
                3(i) of
                this Agreement) with respect to such Transaction against transfer
                to the
                Seller or its agent of such Purchased Asset(s),
                and

            


    

     

    
      	 	
              (iii)

            	
              on
                such Early Repurchase Date, in addition to the amounts set forth
                in
                subclause (ii) above, Seller pays to Buyer, on account of each Purchased
                Asset not subject to termination, an amount sufficient to reduce
                the
                Repurchase Price (excluding accrued Price Differential) for each
                Purchased
                Asset to the Target Price for such Purchased
                Asset.

            


    

     

    Such
      notice shall set forth the Early Repurchase Date and shall identify with
      particularity the Purchased Asset(s) to be repurchased on such Early Repurchase
      Date.

     

    (e) On
      the
      Repurchase Date, termination of the Transactions will be effected by transfer
      to
      Seller or its agent of the Purchased Assets and any Income in respect thereof
      received by Buyer (and not previously credited or transferred to, or applied
      to
      the obligations of, Seller pursuant to Section 5 of this Agreement) against
      the
      simultaneous transfer of the Repurchase Price to an account of Buyer.
      Notwithstanding the foregoing, Seller shall have the right to extend the
      Repurchase Date with respect to all of the Transactions for one (1) additional
      period of twelve (12) months (the “Extension
      Term),
      upon
      all of the terms and conditions of this Agreement, provided that each of the
      following “Extension
      Conditions”
shall
      have been satisfied:

     

    
      	 	
              (i)

            	
              Seller
                shall have given Buyer written notice (the “Extension
                Notice”),
                not less than sixty (60) days prior to the originally scheduled Repurchase
                Date, of Seller’s desire to extend the Repurchase
                Date,

            


    

     

    
      	 	
              (ii)

            	
              no
                Default or Event of Default under this Agreement shall have occurred
                and
                be continuing as of the originally scheduled Repurchase
                Date,

            


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              Seller
                shall have paid Buyer an extension fee in an amount equal to the
                product
                of (A) twenty-five basis points (0.25%) and (B) the Facility Amount
                (as
                same may have been reduced pursuant to the last sentence of this
                Section
                3(e) below) (the “Extension
                Fee”),
                

            


    

     

    
      	 	
              (iv)

            	
              in
                addition to the amounts set forth in subclause (iii) above, Seller
                pays to
                Buyer, on account of each Purchased Asset, an amount sufficient to
                reduce
                the Repurchase Price (excluding accrued Price Differential) for each
                Purchased Asset to the Target Price for each such Purchased Asset;
                and

            


    

     

    
      	 	
              (v)

            	
              unless
                otherwise agreed to in writing by Buyer in its sole discretion, the
                average Undrawn Balance for the prior twelve (12) calendar months
                shall
                not be greater than $75,000,000 (except if Seller has exercised its
                right
                to reduce the Facility Amount as provided
                below).

            


    

     

    In
      the
      event the Repurchase Date is extended pursuant to this Section 3(e), then Seller
      shall be required to terminate all Transactions by paying the Repurchase Price
      of all Transactions on the Repurchase Date (as so extended). In addition, if
      the
      Repurchase Date is extended pursuant to this Section 3(e), the Outside Purchase
      Date shall also be extended to the date which is six (6) months prior to the
      Repurchase Date (as so extended) unless Seller shall request in writing in
      its
      notice delivered under clause (i) above that the Outside Purchase Date not
      be so
      extended. Seller may elect to reduce the Facility Amount for the Extension
      Term
      (but not before) by up to $75,000,000 (but to an amount not less than the
      aggregate Repurchase Price (excluding Price Differential) for all Purchased
      Assets then subject to Transactions hereunder) by delivering notice of its
      election to so reduce the Facility Amount in the Extension Notice.

     

    (f) a) Seller
      shall be required to pay the Facility Fee to Buyer on the date hereof.


     

    
      	 	
              (ii)

            	
              On
                the eighteenth (18th)
                Remittance Date and on every third (3rd)
                Remittance Date thereafter until the Outside Purchase Date, Seller
                shall
                be required to pay to Buyer a fee (the “Non-Usage
                Fee”)
                equal to the product of (i) 0.15% per annum multiplied by (ii) the
                weighted average Undrawn Balance during the prior 90 day period;
                provided that
                if
                the weighted average Undrawn Balance during such prior 90 day period
                was
                less than $75,000,000, no Non-Usage Fee shall be payable for such
                90 day
                period; and provided,
                further,
                that if the Outside Purchase Date shall occur prior to the end of
                any such
                90 day period, Seller shall be required to pay a Non-Usage Fee equal
                to
                the product of (x) 0.15% per annum, (y) a fraction (1) the numerator
                of
                which is the number of days from the last Remittance Date upon which
                the
                Non-Usage Fee was payable to Buyer to the Outside Purchase Date and
                (2)
                the denominator of which is 90 days and (z) the weighted average
                Undrawn
                Balance over the period described in clause (y)(1) above. The
                “Undrawn
                Balance”
                shall mean, as of any date, the difference between the Facility Amount
                and
                the Repurchase Price (excluding accrued Price Differential) for all
                Purchased Assets subject to Transactions
                hereunder.

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    
      	 	
              (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 Seller) that, by reason of circumstances affecting the
                relevant market, adequate and reasonable means do not exist for
                ascertaining LIBOR for such Pricing Rate Period, or (ii) LIBOR 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 Seller 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 Prime Rate (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 effect 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 which is not the last day of the then current
      Pricing Rate Period with respect to such Transaction, Seller shall pay to Buyer
      such amounts, if any, as may be required pursuant to Section 3(i) of this
      Agreement.

     

    (i) Upon
      demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from
      any
      net actual, out-of-pocket loss or expense (not to include any lost profit or
      opportunity) (including, without limitation, reasonable actual attorneys’ fees
      and disbursements) which Buyer may sustain or incur as a consequence of (i)
      default by the Seller in terminating any Transaction after the Seller has given
      a notice in accordance with Section 3(d) hereof of a termination of a
      Transaction, (ii) any payment of the Repurchase Price on any day other than
      a
      Remittance Date or the Repurchase Date (including, without limitation, any
      such
      actual, out-of-pocket loss or expense arising from the reemployment of funds
      obtained by Buyer to maintain Transactions hereunder or from customary and
      reasonable fees payable to terminate the deposits from which such funds were
      obtained) or (iii) a default by Seller in selling any Eligible Asset after
      Seller has notified Buyer of a proposed Transaction and Buyer has agreed to
      purchase such Eligible Asset in accordance with the provisions of this
      Agreement. A certificate as to such actual costs, losses, damages and expenses,
      setting forth the calculations therefor shall be submitted promptly by Buyer
      to
      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 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);

              


      

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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
                which is not otherwise included in the determination of LIBOR 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
      which Buyer deems, in the exercise of its reasonable business judgment, to
      be
      material, of entering into, continuing or maintaining Transactions or to reduce
      in a material manner any amount receivable under the Transaction Documents
      in
      respect thereof; then, in any such case and provided Buyer imposes such
      additional costs generally on all of its similarly situated customers, 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 Section 3(j),
      it shall, within ten (10) Business Days of such event, notify 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 Seller and shall be prima facie evidence of such
      additional amounts. This covenant shall survive the termination of this
      Agreement and the repurchase by Seller of any or all of the Purchased
      Assets.

     

    (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 Seller of a written request therefor, and
      provided Buyer imposes such additional costs generally on all of its similarly
      situated customers, 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 Seller and shall be prima facie evidence of such
      additional amounts. This covenant shall survive the termination of this
      Agreement and the repurchase by Seller of any or all of the Purchased
      Assets.

     

    (l) Seller
      shall have the right, from time to time, to transfer cash to Buyer for the
      purpose of reducing the Repurchase Price on, but not terminating, a Transaction
      for a Purchased

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Asset
      on
      a date before the Repurchase Date. Seller may thereafter require Buyer to
      transfer cash to Seller in the amount of any Margin Excess with respect to
      such
      Purchased Asset pursuant to Section 4(b).

     

    4. MARGIN
      MAINTENANCE

     

    (a) If
      at any
      time, the aggregate Market Value for all Purchased Assets then subject to
      Transactions hereunder shall be less than the aggregate Market Value of such
      Purchased Assets as of the respective Purchase Dates therefor (a “Margin
      Deficit”),
      then
      Buyer may by notice to Seller require Seller to transfer to Buyer (A) cash
      or
      (B) additional collateral acceptable to Buyer in its sole and absolute
      discretion, in the amount of such Margin Deficit. 

     

    (b) If
      any
      time the Market Value of any Purchased Asset multiplied by the Original Purchase
      Percentage for such Purchased Asset shall be greater than the Repurchase Price
      for the Transaction relating to such Purchased Asset (a “Margin
      Excess”),
      and
      provided no Margin Deficit then exists (or would exist after giving effect
      to
      such transaction), then Seller may by notice to Buyer require Buyer to transfer
      to Seller cash in an amount (expressed in dollars) up to the Margin Excess;
      provided,
      that
      any such transfer of cash (1) shall be subject to the restrictions set forth
      in
      the parenthetical in and the proviso to the definition of “Purchase Price”, (2)
      shall not be in an amount less than $500,000 and (3) shall be evidenced by
      an
      amended and restated Confirmation.

     

    (c) 
      If any
      notice is given by Buyer under Section 4(a) of this Agreement at or prior to
      the
      Margin Notice Deadline on any Business Day, the Seller shall transfer cash
      or
      additional collateral as provided in Section 4(a) by no later than the close
      of
      business on the next Business Day following the Business Day on which such
      notice is given. If any notice is given by Buyer under Section 4(a) of this
      Agreement after the Margin Notice Deadline on any Business Day, the Seller
      shall
      transfer cash or additional collateral as provided in Section 4(a) by no later
      than the close of business on the second Business Day following the Business
      Day
      on which such notice is given. The failure of Buyer or Seller, on any one or
      more occasions, to exercise its rights under Section 4(a) or 4(b) of this
      Agreement, respectively, shall not change or alter the terms and conditions
      to
      which this Agreement is subject or limit the right of Buyer or Seller to do
      so
      at a later date. Buyer and Seller agree that any failure or delay by Buyer
      or
      Seller to exercise its rights under Section 4(a) or 4(b) of this Agreement,
      respectively, shall not limit such party’s rights under this Agreement or
      otherwise existing at law or in equity.

     

    (d) Any
      additional collateral transferred to Buyer pursuant to Section 4(a) of this
      Agreement with respect to any Purchased Asset shall be attributed to increasing
      the aggregate Market Value of such Purchased Asset for which there was a Margin
      Deficit. Any cash transferred to Buyer pursuant to Section 4(a) of this
      Agreement with respect to any Purchased Asset shall be attributed to decreasing
      the Repurchase Price for such Purchased Asset for which there was a Margin
      Deficit.

     

    5. INCOME
      PAYMENTS AND PRINCIPAL PAYMENTS

     

    (a) The
      Cash
      Management Account shall be established at the Depository concurrently with
      the
      execution and delivery of this Agreement by Seller and Buyer. Buyer
      shall

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    have
      sole
      dominion and control over the Cash Management Account. All funds transferred
      to
      the Cash Management Account pursuant to Section 5(b) shall be remitted by the
      Depository in accordance with the applicable provisions of Sections 5(b), 5(c),
      5(d), 5(e), 5(f) and 14(a)(i) of this Agreement.

     

    (b) With
      respect to each Purchased Asset, Seller shall deliver to each Mortgagor,
      Mezzanine Borrower, Preferred Equity Investment Entity, servicer, issuer or
      other Person responsible for payment of amounts due thereunder, as applicable,
      an irrevocable direction letter in the form attached as Exhibit
      IX
      to this
      Agreement instructing such party pay all amounts payable under the related
      Purchased Asset to a segregated account (the “Clearing
      Account”)
      maintained by Seller at a bank selected by Seller (the “Clearing
      Bank”)
      and
      reasonably acceptable to Buyer as more fully described in the Clearing Account
      Agreement in the form of Exhibit
      X hereto
      to
      be entered into by Seller, Buyer and the Clearing Bank (the “Clearing
      Account Agreement”)
      and
      shall provide to Buyer proof of such delivery. If any Income with respect to
      a
      Purchased Asset is forwarded to Seller rather than directly to the Clearing
      Account, Seller shall (i) deliver an additional irrevocable direction letter
      to
      the applicable borrower or other Person and make other commercially reasonable
      efforts to cause such borrower or other Person to forward such amounts directly
      to the Clearing Account and (ii) immediately deposit in the Clearing Account
      any
      such amounts. Promptly after the end of each calendar month, Seller shall cause
      the Clearing Bank to deliver to Buyer copies of the bank statement(s) for the
      Clearing Account for the prior month. Funds deposited into the Clearing Account
      shall be swept by the Clearing Bank on a daily basis into Seller’s operating
      account at Clearing Bank, unless an Event of Default or CF Sweep Event is in
      effect, in which event such funds shall be swept on a daily basis into the
      Cash
      Management Account and applied as provided in Sections 5(e) and 5(f) below.
      

     

    (c) On
      or
      prior to each Remittance Date, Seller shall pay to Buyer an amount equal to
      the
      Price Differential which has accrued and is outstanding as of such Remittance
      Date.

     

    (d) In
      addition, the Original Purchase Percentage of any Principal Payment in respect
      of any Portfolio Collateral received by Seller shall be remitted to Buyer within
      one (1) Business Day after receipt (except for any scheduled monthly principal
      payments which shall be remitted on the Business Day of receipt of such
      principal payments) to be applied in the following order of
      priority:

     

    
      	 	
              (i)

            	
              first,
                to make a payment to Buyer on account of the Repurchase Price of
                the
                Purchased Asset in respect of which such Principal Payment has been
                received, until the Repurchase 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 in its good faith business judgment
                after giving effect to such Principal
                Payment);

            


    

     

    
      	 	
              (ii)

            	
              second,
                to make a payment on account of the Repurchase Price of any other
                Purchased Asset as to which the Repurchase Price exceeds the Target
                Price
                (for this purpose, making such payment in the order of those Purchased
                Assets with the largest to smallest excess of Repurchase Price over
                Target
                Price), until the aggregate Repurchase Price for all of such
                

            


    

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (iii)

            	
              Purchased
                Assets have been reduced to the aggregate Target Price for all of
                the
                Purchased Assets as of the date of such payment (as determined by
                Buyer in
                its good faith business judgment after giving effect to such Principal
                Payment and application of net sale proceeds);
                andthird,
                to remit to Seller the remainder, if
                any.

            


    

     

    (e) If
      a CF
      Sweep Event shall have occurred and be continuing, all Income (including
      Principal Payments and any net sale proceeds in excess of the related Repurchase
      Price) received by the Depository in respect of the Portfolio Collateral and
      the
      associated Hedging Transactions during each Collection Period shall be applied
      by the Depository on the related Remittance Date as follows:

     

    
      	 	
              (i)

            	
              first,
                to remit to Buyer an amount equal to the Price Differential which
                has
                accrued and is outstanding in respect of all of the Purchased Assets
                as of
                such Remittance Date;

            


    

     

    
      	 	
              (ii)

            	
              second,
                if such CF Sweep Event relates to a specific Purchased Asset, to
                make a
                payment to Buyer on account of the Repurchase Price of such Purchased
                Asset in respect of which such CF Sweep Event occurred, until the
                Repurchase 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 in its good faith business judgment after giving
                effect to such payments); 

            


    

     

    
      	 	
              (iii)

            	
              third,
                to make a payment on account of the Repurchase Price of any other
                Purchased Asset as to which the Repurchase Price exceeds the Target
                Price
                (for this purpose, making such payment in the order of those Purchased
                Assets with the largest to smallest excess of Repurchase Price over
                Target
                Price), until the aggregate Repurchase Price for all of such Purchased
                Assets has been reduced to the aggregate Target Price for all of
                the
                Purchased Assets as of the date of such payment (as determined by
                Buyer in
                its good faith business judgment after giving effect to such payments);
                and

            


    

     

    
      	 	
              (iv)

            	
              fourth,
                to remit to Seller the remainder.

            


    

     

    (f) If
      an
      Event of Default (other than with respect to Buyer) shall have occurred and
      be
      continuing, all Income received by the Depository in respect of the Portfolio
      Collateral and the associated Hedging Transactions shall be applied by the
      Depository on the Business Day next following the Business Day on which such
      funds are deposited in the Cash Management Account as follows:

     

    
      	 	
              (i)

            	
              first,
                to remit to Buyer an amount equal to the Price Differential which
                has
                accrued and is outstanding in respect of all of the Purchased Assets
                as of
                such Business Day;

            


    


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              second,
                to make a payment to Buyer on account of the Repurchase Price of
                the
                Purchased Assets until the Repurchase Price for all of the Purchased
                Assets has been reduced to zero;
                and

            


    

     

    
      	 	
              (iii)

            	
              third,
                to remit to Seller the remainder.

            


    

     

    6. SECURITY
      INTEREST

     

    The
      Buyer
      and Seller intend that all Transactions hereunder be sales to the Buyer of
      the
      Purchased Assets and not loans from the Buyer to Seller secured by the Purchased
      Assets. However, in the event any such Transaction is deemed to be a loan,
      Seller hereby pledges all of its right, title, and interest in, to and under
      and
      grants a first priority lien on, and security interest in, all of the following
      property, whether now owned or hereafter acquired, now existing or hereafter
      created and wherever located (collectively, the “Collateral”)
      to the
      Buyer to secure the payment and performance of all other amounts or obligations
      owing to the Buyer pursuant to this Agreement and the related documents
      described herein:

     

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

     

    (b) the
      Purchased Loans and Purchased Preferred Equity Assets and any and all Servicing
      Agreements, Servicing Records, insurance and collection and escrow accounts
      relating thereto;

     

    (c) the
      Hedging Transactions entered into pursuant to this Agreement;

     

    (d) the
      Cash
      Management Account and all monies from time to time on deposit in the Cash
      Management Account;

     

    (e) all
      “general intangibles”, “accounts” and “chattel paper” as defined in the UCC
      relating to or constituting any and all of the foregoing; and

     

    (f) 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.

     

    The
      Buyer’s security interest in the Collateral shall terminate only upon
      termination of the Seller’s obligations under this Agreement and the documents
      delivered in connection herewith and therewith. Upon such termination, Buyer
      shall deliver to Seller such UCC termination statements and other release
      documents as may be commercially reasonable and to return the Portfolio
      Collateral to Seller. For purposes of the grant of the security interest
      pursuant to this Section 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) Seller, at its sole cost and expense, shall
      cause to be filed in such locations as may be reasonably necessary to perfect
      and maintain perfection and priority of the security interest granted hereby,
      UCC financing statements and

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    continuation
      statements (collectively, the “Filings”),
      and
      shall forward copies of such Filings to Buyer upon completion thereof, and
      (b)
      Seller shall from time to time take such further actions as may be reasonably
      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).

     

    7. PAYMENT,
      TRANSFER AND CUSTODY

     

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

     

    (b) On
      or
      prior to the applicable Purchase Date, the Seller shall deliver the related
      Purchased Securities re-registered in the name of the Buyer or other designee
      of
      the Buyer in accordance with the Custodial Agreement (except as otherwise
      permitted under Section 7(c) below) and the Buyer or its other designee shall
      have all rights of conversions, exchange, subscription and any other rights,
      privileges and options pertaining to such Purchased Securities as the owner
      thereof, and in connection therewith, the right to deposit and deliver any
      and
      all of the Purchased Securities with any committee, depositary transfer, agent,
      register or other designated agency upon such terms and conditions as the Buyer
      may reasonably determine. The Purchased Securities shall be held by the Buyer
      or
      its designee, as exclusive bailee and agent for the Buyer, either directly
      or
      through the facilities of a Relevant System, as “securities intermediary” (as
      defined in Section 8-102(a)(14) of the UCC and 31 C.F.R. Section 357.2) and
      credited to the “securities account” (as defined in Section 8-501(a) of the UCC)
      of the Buyer. The Buyer, as “entitlement holder” (as defined in Section
      8-102(a)(7) of the UCC) with respect to the Purchased Securities, shall be
      entitled to receive all cash dividends and distributions paid in respect
      thereof. Any such dividends or distributions with respect to the Purchased
      Securities received by the Seller shall be promptly remitted to the Cash
      Management Account.

     

    (c) With
      respect to Purchased Securities that shall be delivered or held in
      uncertificated form and the ownership of which is registered on books maintained
      by the issuer thereof or its transfer agent, the Seller shall cause the
      registration of such security or other item of investment property in the name
      of Buyer or its designee and at the request of the Buyer, shall take such other
      and further steps, and shall execute and deliver such documents or instruments
      necessary in the reasonable opinion of the Buyer, to effect a legally valid
      transfer to Buyer hereunder. With respect to Purchased Securities that shall
      be
      delivered or held in definitive, certificated form, the Seller shall deliver
      to
      the Buyer or its designee (which shall be the Custodian unless otherwise
      instructed in writing by Buyer) the original of the relevant certificate
      registered in the name of the Buyer or its designee; provided,
      such
      registration shall not be required so long as Seller (1) delivers bond
      powers and/or assignment in blank documentation sufficient in Buyer’s good faith
      business judgment to transfer ownership of such Purchased Securities to Buyer
      upon the occurrence and during the continuance of an Event of Default on the
      part of Seller under this Agreement and (2) irrevocably directs the related
      servicer to make all payments on such Purchased Securities directly to the
      Cash
      Management Account. Unless otherwise instructed by Buyer in writing, any
      delivery of a security or other item of investment property in definitive,
      certificated form shall be made to the Custodian. With respect to

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    Purchased
      Securities that shall be delivered through a Relevant System in book entry
      form
      and credited to or otherwise held in a securities account, the Seller shall
      take
      such actions necessary to provide instruction to the relevant financial
      institution or other entity, which instruction shall be sufficient if complied
      with to register the transfer of Purchased Securities from Seller to Buyer
      or
      its designee. In connection with any account to which the Purchased Securities
      are credited or otherwise held, the Seller shall execute and deliver such other
      and further documents or instruments necessary, in the reasonable opinion of
      the
      Buyer, to effect a legally valid transfer to Buyer hereunder. Any account to
      which the Purchased Securities are credited or otherwise held shall be
      designated in accordance with the Custodial Agreement or such variation thereon
      as the Buyer may direct. Any delivery of a Purchased Security in accordance
      with
      this paragraph, or any other method acceptable to the Buyer, shall be sufficient
      to cause the Buyer to be the “entitlement holder” (as defined in Section
      8-102(a)(7) of the UCC) with respect to the Purchased Securities and, if the
      Transaction is recharacterized as a secured financing, to have a perfected
      first
      priority security interest therein. No Purchased Securities, whether
      certificated or uncertificated, shall remain in the name, or possession, of
      Seller or any of its agents or in any securities account in the name of Seller
      or any of its agents.

     

    (d) Except
      to
      the extent waived by Buyer in its sole discretion, as a condition to Buyer’s
      purchase of any Securities, Seller shall deliver to Buyer on or prior to the
      Purchase Date with respect to each Security:

     

    
      	 	
              (i)

            	
              copies
                of the executed Securitization Document governing such Securities,
                and the
                offering documents related to such Securities, each certified by
                the
                Seller as a true, correct and complete copy of the original document
                delivered to the Seller, and any ancillary documents required to
                be
                delivered to holders of the Securities under such Securitization
                Document;

            


    

     

    
      	 	
              (ii)

            	
              one
                or more officer’s certificates with respect to the completeness of the
                documents delivered as may be reasonably requested by
                Buyer,

            


    

     

    
      	 	
              (iii)

            	
              an
                instruction letter from the Seller to the Trustee under such
                Securitization Document, instructing the Trustee to remit all sums
                required to be remitted to the holder of such Securities under such
                Securitization Document to the Depository or as otherwise directed
                in a
                written notice signed by Seller and
                Buyer,

            


    

     

    
      	 	
              (iv)

            	
              copies
                of all distribution statements, if any, delivered to the Seller pursuant
                to such Securitization Document during the three-month period immediately
                preceding such Purchase Date, and

            


    

     

    
      	 	
              (v)

            	
              any
                other documents or instruments necessary in the reasonable opinion
                of the
                Buyer to consummate the sale of such Securities to the Buyer or,
                if such
                Transaction is recharacterized as a secured financing, to create
                and
                perfect in favor of Buyer a valid perfected first priority security
                interest in such Securities.

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    
      	 	
              (e)

            	
              On
                or before each Purchase Date, 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 the
                Seller,
                the Buyer in its sole discretion may elect to permit the Seller to
                make
                such delivery by not later than the third (3rd)
                Business Day after the related Purchase Date, so long as the Seller
                causes
                an Acceptable Attorney to deliver to the Buyer and the Custodian
                an
                Attorney’s Bailee Letter on or prior to such Purchase Date. In connection
                with each sale, transfer, conveyance and assignment of a Purchased
                Loan or
                Purchased Preferred Equity Asset, on or prior to each Purchase Date
                with
                respect to such Purchased Loan or Purchased Preferred Equity Asset,
                the
                Seller shall deliver or cause to be delivered and released to the
                Custodian the following documents (collectively, the “Purchased
                Loan File”
                or the “Purchased
                Preferred Equity Asset File”,
                as applicable) pertaining to each of the Purchased Loans or Purchased
                Preferred Equity Assets, as the case may be, identified in the Custodial
                Delivery delivered therewith; provided, that Seller shall deliver
                a
                certificate of an Authorized Representative of Seller certifying
                that any
                copies of documents delivered represent true and correct copies of
                the
                originals of such documents:

            


    

     

    With
      respect to each Purchased Loan that is a Whole Loan, to the extent
      applicable:

     

    
      	 	
              (i)

            	
              The
                original Mortgage Note 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 Loan 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 Loan 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 or copy of any guarantee executed in connection with the
                Mortgage
                Note (if any).

            


    

     

    
      	 	
              (iii)

            	
              An
                original or copy of the Mortgage with evidence of recordation, or
                submission for recordation, from the appropriate governmental recording
                office of the jurisdiction where the Mortgaged Property is
                located.

            


    

     

    
      	 	
              (iv)

            	
              Originals
                or copies of all assumption, modification, consolidation or extension
                agreements with evidence of recordation, or submission for recordation,
                from the appropriate governmental recording office of the jurisdiction
                where the Mortgaged Property is
                located.

            


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	 	
              (v)

            	
              An
                original or copy of the Assignment of Mortgage in blank for each
                Purchased
                Loan, in form and substance acceptable to Buyer and signed in the
                name of
                the Last Endorsee (in the event that the Purchased Loan 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 Loan 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)

            	
              Originals
                or copies of all intervening assignments of mortgage with evidence
                of
                recordation, or submission for recordation, from the appropriate
                governmental recording office of the jurisdiction where the Mortgaged
                Property is located.

            


    

     

    
      	 	
              (vii)

            	
              An
                original or copy of the 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)

            	
              An
                original or copy of any security agreement, chattel mortgage or equivalent
                document executed in connection with the Purchased
                Loan.

            


    

     

    
      	 	
              (ix)

            	
              An
                original or copy of the assignment of leases and rents, if any, with
                evidence of recordation, or submission for recordation, from the
                appropriate governmental recording office of the jurisdiction where
                the
                Mortgaged Property is located.

            


    

     

    
      	 	
              (x)

            	
              Originals
                or copies of all intervening assignments of assignment of leases
                and
                rents, if any, or copies thereof, with evidence of recordation, or
                submission for recordation, from the appropriate governmental recording
                office of the jurisdiction where the Mortgaged Property is
                located.

            


    

     

    
      	 	
              (xi)

            	
              A
                copy of the UCC financing statements and all necessary UCC continuation
                statements with evidence of filing or submission for filing thereon,
                and
                UCC assignments prepared by Seller in blank, which UCC assignments
                shall
                be in form and substance acceptable for
                filing.

            


    

     

    
      	 	
              (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).

            


    

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    

      
        	 	
                (xvi)

              	
                A
                  survey of the Mortgaged Property (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 Loan which is a
      Mezzanine Loan:

     

    
      	 	
              (i)

            	
              The
                original Mezzanine Note signed in connection with the Purchased Loan
                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 Loan 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 or copy of the mezzanine loan agreement and the guarantee,
                if
                any, executed in connection with the Purchased
                Loan.

            


    

     

    
      	 	
              (iii)

            	
              An
                original or copy of the intercreditor or loan coordination agreement,
                if
                any, executed in connection with the Purchased
                Loan.

            


    

     

    
      	 	
              (iv)

            	
              An
                original or copy of the security agreement executed in connection
                with the
                Purchased Loan.

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	 	
              (vi)

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

            


    

     

    
      	 	
              (vii)

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

            


    

     

    
      	 	
              (viii)

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

            


    

     

    
      	 	
              (ix)

            	
              A
                copy of the UCC financing statements and all necessary UCC continuation
                statements with evidence of filing or submission for filing thereon,
                and UCC assignments prepared by Seller in blank, which UCC assignments
                shall be in form and substance acceptable for
                filing.

            


    

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (x)

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

            


    

     

    
      	 	
              (xi)

            	
              Stock
                powers relating to each pledged equity interest, executed in blank,
                if an
                original stock certificate is
                provided.

            


    

     

    
      	 	
              (xii)

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

            


    

     

    
      	 	
              (xiii)

            	
              If
                no original stock certificate 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, the
                Seller.

            


    

     

    
      	 	
              (xiv)

            	
              If
                such Asset is a participation interest in a Mezzanine Loan, the
                documentation referred to the immediately following paragraph below
                in
                clauses (ii), (iii) and (iv) that is otherwise applicable to a B
                Note.

            


    

     

    With
      respect to each Purchased Loan which is a B Note:

     

    
      	 	
              (i)

            	
              the
                original or a copy of all of the documents described above with respect
                to
                a Purchased Loan that is a Mortgage Loan (in the case of such Purchased
                Loan which is in a second lien position, then for both the first
                lien
                position and the second lien
                position);

            


    

     

    
      	 	
              (ii)

            	
              if
                such Purchased Loan is a certificated participation interest, an
                original
                participation certificate 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;

            


    

     

    
      	 	
              (iii)

            	
              an
                original or copy of any participation agreement and an original or
                copy of
                any intercreditor agreement, co-lender agreement and/or servicing
                agreement executed in connection with the Purchased Loan;
                and

            


    

     

    
      	 	
              (iv)

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

            


    

     

    With
      respect to each Purchased Preferred Equity Asset:

     

    
      	 	
              (i)

            	
              the
                original operating agreement, partnership agreement or other
                organizational documents of the applicable Preferred Equity Investment
                Entity; and

            


    

     

    
      	 	
              (ii)

            	
              the
                original certificate, if any, evidencing such Preferred Equity Asset
                and
                stock powers or other appropriate instruments of transfer endorsed
                in
                blank.

            


    

     

          

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    In
      addition, with respect to each Purchased Loan, the Seller shall deliver an
      instruction letter from the Seller to the Mortgagor or Mezzanine Borrower,
      as
      applicable, under such Purchased
      Loan, the Preferred Equity Investment Entity with respect to any Purchased
      Preferred Equity Asset and/or the servicer with respect to such Purchased Asset,
      instructing such borrower or other Person, as applicable, to remit all sums
      required to be remitted to the holder of such Purchased Asset under the
      applicable Purchased Asset Documents to the Depository for deposit in the Cash
      Management Account or as otherwise directed in a written notice signed by Seller
      and Buyer.

     

    From
      time
      to time, Seller shall forward to the Custodian additional original documents
      or
      additional documents evidencing any assumption, modification, consolidation
      or
      extension of a Purchased Loan or Purchased Preferred Equity 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 which have been delivered
      or
      are being delivered to recording offices for recording and have not been
      returned to Seller in time to permit their delivery hereunder at the time
      required, in lieu of delivering such original documents, 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. Seller shall deliver such original documents to
      the
      Custodian promptly when they are received. With respect to all of the Purchased
      Assets delivered by Seller to Buyer or its designee (including the Custodian),
      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 the Assignment of Mortgage, (ii) complete the endorsement
      of
      the Mortgage Note or Mezzanine Note, (iii) complete the Assignment of Preferred
      Equity Asset and (iv) take such other steps as may be reasonably necessary
      or
      desirable to enforce Buyer’s rights against such Purchased Assets and the
      related Purchased Loan Files or Purchased Preferred Equity Asset Files, as
      applicable, and the Servicing Records. Buyer shall deposit the Purchased Loan
      Files and Purchased Preferred Equity Asset Files representing the Purchased
      Loans and Purchased Preferred Equity Assets, as applicable, or direct that
      the
      Purchased Loan Files and Purchased Preferred Equity Asset Files be deposited
      directly, with the Custodian. The Purchased Loan Files and Purchased Preferred
      Equity Asset Files shall be maintained in accordance with the Custodial
      Agreement. Any Purchased Loan Files and Purchased Preferred Equity Asset Files
      not delivered to Buyer or its designee (including the Custodian) are and shall
      be held in trust by Seller or its designee for the benefit of Buyer as the
      owner
      thereof. Seller or its designee shall maintain a copy of the Purchased Loan
      File
      and Purchased Preferred Equity Asset File and the originals of the Purchased
      Loan File and Purchased Preferred Equity Asset File not delivered to Buyer
      or
      its designee. The possession of the Purchased Loan File and Purchased Preferred
      Equity Asset File by Seller or its designee is at the will of the Buyer for
      the
      sole purpose of servicing the related Purchased Asset, and such retention and
      possession by the Seller or its designee is in a custodial capacity only. The

      books and records (including, without limitation, any computer records or


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

    

    tapes)
      of Seller or its designee shall be marked
      appropriately to reflect clearly the sale of the related Purchased Asset to
      Buyer. Seller or its designee (including the Custodian) shall release its
      custody of the Purchased Loan File and Purchased Preferred Equity Asset Files
      only in accordance with written instructions from Buyer, unless such release
      is
      required as incidental to the servicing of the Purchased Asset, is in connection
      with a repurchase of any Purchased Asset by Seller or as otherwise required
      by
      law.

     

    (f) Unless
      an
      Event of Default (other than with respect to Buyer) shall have occurred and
      be
      continuing, except as otherwise provided in Section 12(g) of this Agreement,
      Seller shall exercise all voting and corporate rights with respect to the
      Portfolio Collateral. Upon the occurrence and during the continuation of an
      Event of Default (other than with respect to Buyer), Buyer shall be entitled
      to
      exercise all voting and corporate rights with respect to the Portfolio
      Collateral without regard to Seller’s instructions (including, but not limited
      to, if an Act of Insolvency shall occur with respect to Seller or the Sponsor,
      to the extent Seller controls or is entitled to control selection of the special
      servicer, Buyer may transfer such special servicing to an entity satisfactory
      to
      Buyer).

     

    8. SALE,
      TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS AND PURCHASED
      SECURITIES

     

    (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 Seller pursuant to Sections 3 or 11 of this Agreement or
      of
      Buyer’s obligation to credit or pay Income to, or apply Income to the
      obligations of, Seller pursuant to Section 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 Seller.
      Notwithstanding anything to the contrary in this Agreement or any other
      Transaction Document, no Purchased Asset shall remain in the custody of the
      Seller or an Affiliate of the Seller.

     

    9. [INTENTIONALLY
      OMITTED]

     

    10. REPRESENTATIONS

     

    (a) Each
      of
      Buyer and 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


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

        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
      Buyer and 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, Seller
      represents and warrants to Buyer that as of the Purchase Date for the purchase
      of any Purchased Asset by Buyer from Seller and any Transaction thereunder
      and
      as of the date of this Agreement and at all times while this Agreement and
      any
      Transaction thereunder is in full force and effect:

     

    
      	 	
              (i)

            	
              Organization.
                Seller is duly formed, validly existing and in good standing under
                the
                laws and regulations of the state of Seller’s formation 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. 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)

            	
              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, (iii) 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. Seller
                has all necessary licenses, permits and other consents from Governmental
                Authorities necessary to acquire, own and sell the Portfolio Collateral
                and for the performance of its obligations under the Transaction
                Documents.

            


    

     

    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (iv)

            	
              Litigation;
                Requirements of Law.
                There is no action, suit, proceeding, investigation, or arbitration
                pending or, to the best knowledge of Seller, threatened against Seller,
                the Sponsor or any of their respective assets, nor is there any action,
                suit, proceeding, investigation, or arbitration pending or threatened
                against the Sponsor which may result in any material adverse change
                in the
                business, operations, financial condition, properties, or assets
                of Seller
                or the Sponsor, or which may have an adverse effect on the validity
                of the
                Transaction Documents or the Purchased Assets or any action taken
                or to be
                taken in connection with the obligations of Seller under any of the
                Transaction Documents. Seller is in compliance in all material respects
                with all Requirements of Law. Neither Seller nor the Sponsor 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.

            


    

     

    
      	 	
              (v)

            	
              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.

            


    

     

    
      	 	
              (vi)

            	
              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
                Section 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, subject to the rights of Seller
                pursuant
                to the terms of this Agreement. 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 the
                Seller
                in, to and under the Collateral 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
                Securities).

            


    

     

    
      	 	
              (vii)

            	
              No
                Default.
                No Default or Event of Default (in each case, other than with respect
                to
                Buyer) exists under or with respect to the Transaction
                Documents.

            


    

     

    
      	 	
              (viii)

            	
              Representations
                and Warranties Regarding Purchased Securities.
                Seller represents and warrants to Buyer that each Purchased Asset
                sold
                hereunder, as of each Purchase Date for a Transaction conform to
                the
                applicable representations and warranties set forth in Exhibit
                VI
                attached hereto in all material respects, except as disclosed to
                the Buyer
                in writing.

            


    

     

    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              (ix)

            	
              Representations
                and Warranties Regarding Purchased Loans and Purchased Preferred
                Equity
                Assets; Delivery of Purchased Loan File and Purchased Preferred Equity
                Asset File.
                Seller represents and warrants to Buyer that each Purchased Loan
                and
                Purchased Preferred Equity Asset sold hereunder, as of each Purchase
                Date
                for a Transaction conform to the applicable representations and warranties
                set forth in Exhibit
                VI
                attached hereto in all material respects, except as disclosed to
                the Buyer
                in writing. With respect to each Purchased Loan, the Mortgage Note
                or
                Mezzanine Note, the Mortgage (if any), the Assignment of Mortgage
                (if any)
                and with respect to each Purchased Preferred Equity Asset, the original
                certificate evidencing such Asset (if any), Assignment of Preferred
                Equity
                Asset, and any other documents required to be delivered under this
                Agreement and the Custodial Agreement for such Purchased Loan or
                Purchased
                Preferred Equity Asset have been delivered to the Buyer or the Custodian
                on its behalf. 

            


    

     

    
      	 	
              (x)

            	
              Adequate
                Capitalization; No Fraudulent Transfer.
                Seller has adequate capital for the normal obligations reasonably
                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.

            


    

     

    
      	 	
              (xi)

            	
              Consents.
                No consent, approval or other action of, or filing by Seller with,
                any
                Governmental Authority or any other Person is required to authorize,
                or is
                otherwise required in connection with, the execution, delivery and
                performance of any of the Transaction Documents (other than consents,
                approvals and filings that have been obtained or made, as
                applicable).

            


    

     

    
      	 	
              (xii)

            	
              Members.
                Seller does not have any members other than
                Sponsor.

            


    

     

    
      	 	
              (xiii)

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

            


    

     

    
      	 	
              (xiv)

            	
              No
                Encumbrances.
                Subject to the terms of this Agreement and except as previously disclosed
                to Buyer in writing, 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 the Seller to issue, sell or distribute the Purchased
                Assets,
                and (iii) no obligations on the part of the Seller (contingent or
                otherwise) to purchase, redeem or otherwise acquire any securities
                or any interest therein or to pay any dividend or make any distribution
                in
                respect of the Purchased
                Securities.

            


    

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (xv)

              	
                Federal
                  Regulations.
                  Seller is not (A) 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, or (B) 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
                  1935, as
                  amended.

              


      

       

    

    
      	 	
              (xvi)

            	
              Taxes.
                Seller has filed or caused to be filed all tax returns which 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 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;
                no tax
                liens have been filed against any of Seller’s assets and, to Seller’s
                knowledge, no claims are being asserted with respect to any such
                taxes,
                fees or other charges.

            


    

     

    
      	 	
              (xvii)

            	
              ERISA.
                Seller does not have any Plans or any ERISA Affiliates and makes
                no
                contributions to any Plans or any Multiemployer
                Plans.

            


    

     

    
      	 	
              (xviii)

            	
              Judgments/Bankruptcy.
                There are no judgments against Seller or the Sponsor 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 or the
                Sponsor.

            


    

     

    
      	 	
              (xix)

            	
              Full
                and Accurate Disclosure.
                No information contained in the Transaction Documents, or any written
                statement furnished by Seller pursuant to the terms of the Transaction
                Documents, contains any untrue statement of a material fact or to
                Seller’s
                knowledge, 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.

            


    

     

    
      	 	
              (xx)

            	
              Financial
                Information.
                All financial data concerning Seller that has been delivered by or
                on
                behalf of Seller to Buyer is true, complete and correct in all material
                respects and has been prepared in accordance with GAAP. To Seller’s
                knowledge, all financial data concerning the Purchased Assets that
                has
                been delivered by or on behalf of Seller to Buyer is true, complete
                and
                correct in all material respects. 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 in the operations of the Seller
                or, to
                Seller’s knowledge,
                the operations or value of any of the Purchased Assets, which change
                is
                reasonably likely to have a material adverse effect on Seller or
                such
                Purchased Asset.

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxi)

            	
              Notice
                Address; Jurisdiction of Organization.
                On the date of this Agreement, the Seller’s address for notices is located
                at 712 Fifth Avenue, 10th
                Floor, New York, New York 10019, Attention: John Boyt. Seller’s
                jurisdiction of organization is Delaware. The location where the
                Seller
                keeps its books and records, including all computer tapes and records
                relating to the Collateral, is its notice
                address.

            


    

     

    (c) On
      the
      Purchase Date for any Transaction, Seller shall be deemed to have made all
      of
      the representations set forth in Section 10(b) of this Agreement as of such
      Purchase Date.

     

    11. NEGATIVE
      COVENANTS OF 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, Seller shall not without the prior
      written consent of the Buyer:

     

    (a) take
      any
      action which 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) [intentionally
      omitted]

     

    (d) create,
      incur or permit to exist any lien, encumbrance or security interest in or on
      the
      Purchased Assets, except as described in Section 6 of this
      Agreement;

     

    (e) create,
      incur or permit to exist any lien, encumbrance or security interest in or on
      any
      of the other Collateral subject to the security interest granted by Seller
      pursuant to Section 6 of this Agreement;

     

    (f) modify
      in
      any material respect or terminate any of the organizational documents of Seller
      or Sponsor;

     

    (g) consent
      or assent to any amendment or supplement to, or termination of, any Purchased
      Asset Document relating to any of the Purchased Assets other than Permitted
      Purchased Loan Modifications; 

     

    (h) admit
      any
      additional members in Seller, or permit the sole member of Seller to assign
      or
      transfer all or any portion of its membership interest in Seller;

    
      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

    

    

      (i) at
        any
        time after an Event of Default (other than with respect to Buyer) has occurred
        and is continuing, vote or take any action to exercise any rights afforded
        to a
        holder of the Purchased Securities under the related Securitization Documents;
        or

      
         

      

    

    (j) after
      the
      occurrence and during the continuation of an Event of Default (in each case,
      other than with respect to Buyer), make any distribution, payment on account
      of,
      or set apart assets for, a sinking or other analogous fund for the purchase,
      redemption, defeasance, retirement or other acquisition of any equity or
      ownership interest of Seller, whether now or hereafter outstanding, or make
      any
      other distribution in respect thereof, either directly or indirectly, whether
      in
      cash or property or in obligations of Seller.

     

    12. AFFIRMATIVE
      COVENANTS OF 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 Section 12 shall relieve Seller of its obligations under this
      Agreement.

     

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

     

    (c) Seller
      (1) shall defend the right, title and interest of the Buyer in and to the
      Collateral 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) shall, 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 second (2nd) 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 Securities to be no lower than “above
      average” by Standard & Poor’s Ratings Group 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 Securities shall be below “above
      average” by Standard & Poor’s Rating Group, or if an Act of Insolvency
      occurs with respect to Seller or Sponsor, Buyer shall be entitled to transfer
      special servicing with respect to all Purchased Securities to an entity
      satisfactory to Buyer, to the extent Seller controls or is entitled to control
      the selection of the special servicer.

     

    (f) With
      respect to each Purchased Loan and Purchased Preferred Equity Asset, Seller
      shall enter into Hedging Transactions pursuant to a hedging strategy acceptable
      to Buyer in Buyer’s good faith business judgment and pledge such Hedging
      Transactions to Buyer as Collateral. Seller acknowledges Buyer will mark to
      market such Hedging Transactions from time to time.

    
       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

    

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

       

    

    (h) Seller
      will permit Buyer or its designated representative to inspect Seller’s records
      with respect to the Collateral 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, and if no
      such
      confidentiality agreement then exists between Buyer and Seller, Buyer and Seller
      shall act in accordance with customary market standards regarding
      confidentiality. Buyer shall act in a commercially reasonable manner in
      requesting and conducting any inspection relating to the conduct and operation
      of Seller’s business.

     

    (i) If
      the
      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 the Purchased Securities, or otherwise in respect thereof, the Seller shall
      accept the same as the Buyer’s agent, hold the same in trust for the Buyer and
      deliver the same forthwith to the Buyer in the exact form received, duly
      endorsed by the Seller to the Buyer, if required, together with an undated
      bond
      power covering such certificate duly executed in blank to be held by the 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 Securities
      shall be received by the Seller, the Seller shall, until such money or property
      is paid or delivered to the Buyer, hold such money or property in trust for
      the
      Buyer, segregated from other funds of the Seller, as additional collateral
      security for the Transactions.

     

    (j) 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 reasonably
      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 reasonably request). If any amount
      payable under or in connection with any of the Collateral 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 the Buyer, duly
      endorsed in a manner reasonably satisfactory to the Buyer, to be held as
      Collateral pursuant to this Agreement, and the documents delivered in connection
      herewith.

     

    (k) Seller
      shall provide Buyer with the following financial and reporting
      information:

     

    
      	 	
              (i)

            	
              Within
                60 days after the last day of each of the first three fiscal quarters
                in
                any fiscal year, Sponsor’s and Seller’s unaudited consolidated financial
                statements as of the end of such quarter and for the period then
                ended, in
                each case certified as being true and correct by an officer’s
                certificate;

            


    

    

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

    


    
      	 	
              (ii)

            	
              Within
                120 days after the last day of its fiscal year, Sponsor’s and Seller’s
                audited consolidated statements of income and statements of changes
                in
                cash flow for such year and balance sheets as of the end of such
                year, in
                each case presented fairly in accordance with GAAP, and accompanied,
                in
                all cases, by an unqualified report of a nationally recognized independent
                certified public accounting firm, Grant Thornton LLP or any other
                accounting firm consented to by Buyer in its reasonable
                discretion;

            


    

     

    
      	 	
              (iii)

            	
              Within
                60 days after the last day of each calendar quarter in any fiscal
                year,
                any and all property level financial information with respect to
                the
                Purchased Assets that is in the possession of the Seller or an Affiliate,
                including, without limitation, rent rolls and income
                statements;

            


    

     

    
      	 	
              (iv)

            	
              Within
                60 days after the last day of each calendar quarter in any fiscal
                year, an
                officer’s certificate from the Seller addressed to Buyer certifying that
                (x) Seller is in compliance in all material respects with all of
                the
                terms, conditions and requirements of this Agreement and (y) no Event
                of
                Default (other than with respect to Buyer) exists;
                

            


    

     

    
      	 	
              (v)

            	
              Within
                30 days after each month end, a monthly reporting package containing
                the
                information set forth, to the extent applicable and available, in
                the form
                of Exhibit
                III
                attached hereto; 

            


    

     

    
      	 	
              (vi)

            	
              promptly
                and in any event within ten (10) days following Seller’s receipt thereof,
                copies of all financial statements, operating statements, budgets
                and
                material notices to the extent received by Seller from any Mortgagor,
                Mezzanine Borrower or Preferred Equity Investment Entity, its Affiliate,
                any property manager or other party pursuant to the terms of any
                of the
                Purchased Asset Documents for any Purchased Asset relating to such
                Mortgagor, Mezzanine Borrower or Preferred Equity Investment Entity,
                any
                guarantor with respect to such Purchased Asset or any Mortgaged Property
                or Underlying Mortgaged Property (and Seller hereby covenants and
                agrees
                to use commercially reasonable efforts to cause each Mortgagor, Mezzanine
                Borrower and Preferred Equity Investment Entity to comply in all
                material
                respects with the financial reporting requirements of their respective
                Purchased Asset Documents); and

            


    

     

    
      	 	
              (vii)

            	
              promptly
                and in any event within ten (10) days following request therefor
                by Buyer,
                from time to time, such other information regarding the financial
                condition, operations, or business of Seller and Sponsor as Buyer
                may
                reasonably request.

            


    

     

    (l) Seller
      shall at all times comply in all material respects with all laws, ordinances,
      rules and regulations of any federal, state, municipal or other public authority
      having jurisdiction over Seller or any of its assets and Seller shall do or
      cause to be done all things reasonably necessary to preserve and maintain in
      full force and effect its legal existence, and all licenses material to its
      business.


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    

      (m) 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 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.

    

     

    (n) 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, except for any
      such
      taxes as are being appropriately contested in good faith by appropriate
      proceedings diligently conducted and with respect to which adequate reserves
      have been provided, in all material respects, in accordance with
      GAAP.

     

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

     

    (p) Seller
      shall provide Buyer with reasonable access to operating statements, the
      occupancy status and other property level information, with respect to the
      Mortgaged Properties and Underlying Mortgaged Properties, plus any such
      additional reports (to the extent in Seller’s possession) as Buyer may
      reasonably request.

     

    13. SINGLE-PURPOSE
      ENTITY

     

    Seller
      hereby represents and warrants to Buyer, and covenants with Buyer, that as
      of
      the date hereof and so long as any of the Transaction Documents shall remain
      in
      effect:

     

    (a) It
      is and
      intends to remain solvent and it has paid and will pay its debts and liabilities
      (including employment and overhead expenses) from its own assets as the same
      shall become due.

     

    (b) It
      has
      complied and will comply with the provisions of its organizational
      documents.

     

    (c) It
      has
      done or caused to be done and will, to the extent under its control, do all
      things necessary to observe corporate formalities and to preserve its
      existence.

     

    (d) It
      has
      maintained and will maintain all of its books, records, financial statements
      and
      bank accounts separate from those of its Affiliates, its members and any other
      Person, and it will file its own tax returns, if any, which are required by
      law
      (except to the extent consolidation is required under GAAP or as a matter of
      law).

     

    (e) It
      has
      been, is and will be, and at all times will hold itself out to the public as,
      a
      legal entity separate and distinct from any other entity (including any
      Affiliate), shall correct any known misunderstanding regarding its status as
      a
      separate entity, shall conduct business in its own
      

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    name,
      shall not identify itself or any of its
      Affiliates as a division or part of the other, shall maintain and utilize
      separate stationery, invoices and checks, and shall pay to any Affiliate that
      incurs costs for office space and administrative services that it uses, the
      amount of such costs allocable to its use of such office space and
      administrative services.

     

    (f) It
      has
      not owned and will not own any property or any other assets other than Portfolio
      Collateral, cash and its interest under any associated Hedging
      Transactions.

     

    (g) It
      has
      not engaged and will not engage in any business other than the acquisition,
      ownership, financing and disposition of Portfolio Collateral in accordance
      with
      the applicable provisions of the Transaction Documents.

     

    (h) It
      has
      not entered into, and will not enter into, any contract or agreement with any
      of
      its Affiliates, except upon terms and conditions that are substantially similar
      to those that would be available on an arm’s-length basis with Persons other
      than such Affiliate.

     

    (i) It
      has
      not incurred and will not incur any indebtedness or obligation, secured or
      unsecured, direct or indirect, absolute or contingent (including guaranteeing
      any obligation), other than (A) obligations under the Transaction Documents
      and
      (B) unsecured trade payables, in an aggregate amount not to exceed $250,000
      at
      any one time outstanding, incurred in the ordinary course of acquiring, owning,
      financing and disposing of Portfolio Collateral; provided,
      however,
      that
      any such trade payables incurred by Seller shall be paid within 60 days of
      the
      date incurred.

     

    (j) It
      has
      not made and will not make any loans or advances to any other Person, and shall
      not acquire obligations or securities of any member or any Affiliate of any
      member (other than in connection with the acquisition of the Purchased
      Securities) or any other Person.

     

    (k) It
      will
      maintain adequate capital for the normal obligations reasonably foreseeable
      in a
      business of its size and character and in light of its contemplated business
      operations.

     

    (l) It
      shall
      not seek its dissolution, liquidation or winding up, in whole or in part, or
      suffer any Change of Control, consolidation or merger with respect to Seller
      or
      the Sponsor.

     

    (m) It
      will
      not commingle its funds and other assets with those of any of its Affiliates
      or
      any other Person.

     

    (n) It
      has
      maintained and will maintain its assets in such a manner that it will not be
      costly or difficult to segregate, ascertain or identify its individual assets
      from those of any of its Affiliates or any other Person.

     

    (o) It
      has
      not held and will not hold itself out to be responsible for the debts or
      obligations of any other Person.

     

    (p) Seller
      shall not take any of the following actions: (i) permit its members to dissolve
      or liquidate Seller, in whole or in part; (ii) consolidate or merge with or
      into
      any other entity or convey or transfer all or substantially all of its
      properties and assets to any entity; or (iii) institute any proceeding to be
      adjudicated as bankrupt or insolvent, or consent to the
      institution       
      

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    
      of
        bankruptcy or insolvency proceedings against it, or file a petition or answer
        or
        consent seeking reorganization or relief under the Bankruptcy Code, or effect
        any similar procedure under any similar law, or consent to the filing of
        any
        such petition or to the appointment of a receiver, rehabilitator, conservator,
        liquidator, assignee, trustee or sequestrator (or other similar official)
        of
        Seller or of any substantial part of its property, or ordering the winding
        up or
        liquidation of its affairs, or make an assignment for the benefit of creditors,
        or admit in writing its inability to pay its debts generally as they become
        due,
        or take any action in furtherance of any of the foregoing.

       

    

    (q) It
      has no
      liabilities, contingent or otherwise, other than those normal and incidental
      to
      the acquisition, ownership, financing and disposition of Portfolio
      Collateral.

     

    (r) It
      has
      conducted and shall conduct its business consistent with the requirements of
      being a Single-Purpose Entity.

     

    (s) It
      shall
      not maintain any employees.

     

    14. EVENTS
      OF DEFAULT; REMEDIES

     

    After
      the
      occurrence and during the continuance of an Event of Default (other than with
      respect to Buyer), Seller hereby appoints Buyer as attorney-in-fact of 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. The occurrence
      of
      one or more of the following shall constitute an “Event
      of Default”
      hereunder:

     

    
      	 	
              (i)

            	
              Seller
                fails to repurchase or Buyer fails to transfer Purchased Assets upon
                the
                applicable Repurchase Date;

            


    

     

    
      	 	
              (ii)

            	
              Seller
                fails to comply in all material respects with Section 4
                hereof;

            


    

     

    
      	 	
              (iii)

            	
              Buyer
                fails, after five (5) Business Days’ notice, to comply with Section 5
                hereof in all material respects;

            


    

     

    
      	 	
              (iv)

            	
              an
                Act of Insolvency occurs with respect to
                Seller;

            


    

     

    
      	 	
              (v)

            	
              Seller
                shall admit in writing to Buyer its inability to, or its intention
                not to,
                perform any of its obligations
                hereunder;

            


    

     

    
      	 	
              (vi)

            	
              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, or (B) if a Transaction is recharacterized
                as a
                secured financing, the Transaction Documents with respect to any
                Transaction shall for any reason cease to create a valid first priority
                security interest in favor of Buyer in any of the Purchased
                Assets;

            


    

     

    
      	 	
              (vii)

            	
              in
                the event that Buyer or any of its Affiliates is a party to an ISDA
                Master
                Agreement with Seller and an event occurs which would constitute
                (a) an
                

            


    

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (vii)

              	
                Event
                  of Default (other than with respect to Buyer) or (b) a Termination
                  Event or an Additional Termination Event (and, in the case of this
                  clause
                  (b), Seller has failed to meet its obligation to pay the Early
                  Termination
                  Amount, if any, pursuant to the terms of Section 6 of such ISDA
                  Master
                  Agreement) under any Transaction between Seller and Buyer or any
                  of its
                  Affiliates, regardless of whether such Transaction is in effect
                  on the
                  date of such occurrence (capitalized terms used in this paragraph
                  (vii)
                  shall have the respective meanings ascribed to them in the ISDA
                  Master
                  Agreement (including respective Schedules and Confirmations) between
                  Seller and the Buyer and/or any of its
                  Affiliates);

              


      

       

    

    
      	 	
              (viii)

            	
              failure
                of Buyer 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 the 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 Seller if sufficient Income, other
                than
                Principal Payments, is on deposit in the Cash Management Account
                and the
                Depository fails to remit such funds to
                Buyer);

            


    

     

    
      	 	
              (ix)

            	
              failure
                of the Seller to make any other payment owing to Buyer which has
                become
                due, whether by acceleration or otherwise under the terms of this
                Agreement which failure is not remedied within the applicable period
                (in
                the case of a failure pursuant to Section 4) or five (5) Business
                Days (in
                the case of any other such
                failure);

            


    

     

    
      	 	
              (x)

            	
              any
                governmental, regulatory, or self-regulatory authority shall have
                removed,
                restricted, suspended or terminated the rights, privileges, or operations
                of Seller which has a material adverse effect on the financial condition
                or business operations of Seller;

            


    

     

    
      	 	
              (xi)

            	
              a
                Change of Control or an Act of Insolvency with respect to Sponsor
                shall
                have occurred;

            


    

     

    
      	 	
              (xii)

            	
              any
                representation made by Seller or 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 set forth
                in
                Section 10(b)(viii), (ix) or (xx) (in the case of (xx), with respect
                to
                the affected Purchased Assets only) made by Seller, which shall not
                be
                considered an Event of Default if incorrect or untrue in any material
                respect (but such breach may be used by Buyer in its sole and absolute
                discretion to reduce the Market Value of the related Purchased Asset(s));
                provided further Seller shall not have made any such representation
                with
                actual knowledge that it was materially incorrect or untrue at the
                time
                made);

            


    

    

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

    

    

      
        	 	
                (xiii)

              	
                Sponsor
                  shall fail to observe any of the financial covenants set forth
                  in Section
                  6 of the Guaranty or shall have defaulted or failed to perform
                  under the
                  Guaranty in any material respect;

              


      

       

      
        	 	
                (xiv)

              	
                a
                  final non-appealable judgment by any competent court in the United
                  States
                  of America having jurisdiction over Seller or Sponsor, as applicable,
                  for
                  the payment of money in an amount greater than $100,000 (in the
                  case of
                  Seller) or $5,000,000 (in the case of Sponsor) shall have been
                  rendered
                  against Seller or Sponsor, 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;

              


      

       

    

    
      	 	
              (xv)

            	
              Sponsor
                shall have defaulted or failed to perform under any note, indenture,
                loan
                agreement, guaranty, swap agreement or any other contract, agreement
                or
                transaction to which it is a party, which default (A) involves the
                failure to pay a monetary obligation in excess of $1 million, or
                (B) permits the acceleration of the maturity of obligations in excess
                of $1 million by any other party to or beneficiary of such note,
                indenture, loan agreement, guaranty, swap agreement or other contract
                agreement or transaction; provided,
                however,
                that any such default, failure to perform or breach shall not constitute
                an Event of Default if Sponsor cures such default, failure to perform
                or
                breach, as the case may be, within the grace period, if any, provided
                under the applicable agreement; or

            


    

     

    
      	 	
              (xvi)

            	
              if
                Seller or Buyer 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
                fifteen (15) Business Days after notice thereof to Seller or Buyer
                from
                the applicable party or its successors or
                assigns.

            


    

     

    (a) If
      an
      Event of Default shall occur and be continuing with respect to Seller, the
      following rights and remedies shall be available to Buyer:

     

    
      	 	
              (i)

            	
              At
                the option of Buyer, exercised by written notice to 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), 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
                Section 14(a)(i) of this Agreement:

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (A)

              	
                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 Seller from time to time pursuant to Sections
                4
                or 5 of this Agreement and applied to such Repurchase Price, and
                (II) any
                amounts applied to the Repurchase Price pursuant to Section 14(a)(iii)
                of
                this Agreement); and (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 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 reasonably
                deem
                satisfactory any or all of the Purchased Assets or (B) in its sole
                discretion elect, in lieu of selling all or a portion of such Purchased
                Assets, to give Seller 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
                Seller under the Transaction Documents. The proceeds of any disposition
                of
                Purchased Assets effected pursuant to this Section 14(a)(iii) shall
                be
                applied, (v) first,
                to the actual, out-of-pocket costs and expenses reasonably incurred
                by
                Buyer in connection with Seller’s default; (w) second,
                to actual, out-of-pocket costs of cover and/or Hedging Transactions,
                if
                any; (x) third,
                to the Repurchase Price; (y) fourth,
                to any other outstanding obligation of Seller to Buyer or its Affiliates
                pursuant to this Agreement; and (z) fifth,
                to return any excess to Seller.

            


    

     

    
      	 	
              (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,
                

            


    

     


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (iv)

              	
                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)

            	
              Seller
                shall be liable to Buyer 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, (B) all actual costs incurred in connection
                with
                covering transactions or Hedging Transactions, and (C) any other
                actual
                loss, damage, cost or expense directly arising or resulting from
                the
                occurrence of an Event of Default with respect to
                Seller.

            


    

     

    
      	 	
              (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, 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
                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 Seller’s obligations to Buyer pursuant to this
                Agreement, whether or not such obligations are then due, without
                prejudice
                to Buyer’s right to recover any
                deficiency.

            


    

     

    
      	 	
              (vii)

            	
              Subject
                to the notice and grace 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 (other than with respect to Buyer) 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 which Buyer may
                have.

            


    

     

    
      	 	
              (viii)

            	
              Buyer
                may enforce its rights and remedies hereunder without prior judicial
                process or hearing, and Seller hereby expressly waives any defenses
                Seller
                might otherwise have to require Buyer to enforce its rights by judicial
                process. Seller also waives any defense 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. 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.

            


    

     

    
      	 	
              (ix)

            	
              Upon
                the designation of any Accelerated Repurchase Date, Buyer may, without
                prior notice to Seller, set off any sum or obligation (whether or
                not
                

            


    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                (ix)

              	
                arising
                  under this Agreement, whether matured or unmatured, whether or
                  not
                  contingent and irrespective of the currency, place of payment or
                  booking
                  office of the sum or obligation) owed by Seller to Buyer or any
                  Affiliate
                  of Buyer against any sum or obligation (whether or not arising
                  under this
                  Agreement, whether matured or unmatured, whether or not contingent
                  and
                  irrespective of the currency, place of payment or booking office
                  of the
                  sum or obligation) owed by Buyer or any Affiliate of Buyer to Seller.
                  Buyer will give notice to the other party of any set off effected
                  under
                  this Section 14(a)(ix). If a sum or obligation is unascertained,
                  Buyer may
                  in good faith estimate that obligation and set-off in respect of
                  the
                  estimate, subject to the relevant party accounting to the other
                  when the
                  obligation is ascertained. Nothing in this Section 14(a)(ix) shall
                  be
                  effective to create a charge or other security interest. This Section
                  14(a)(ix) shall be without prejudice and in addition to any right
                  of
                  set-off, combination of accounts, lien or other rights to which
                  any party
                  is at any time otherwise entitled (whether by operation of law,
                  contract
                  or otherwise).

              


      

    

    (b) If
      an
      Event of Default occurs and is continuing with respect to Buyer, the following
      rights and remedies shall be available to Seller:

     

    
      	 	
              (i)

            	
              Upon
                tender by Seller of payment of the aggregate Repurchase Price for
                all
                Purchased Assets, Buyer’s right, title and interest in such Purchased
                Assets shall be deemed transferred to Seller, and Buyer shall deliver
                such
                Purchased Assets to Seller at Buyer’s
                expense.

            


    

     

    
      	 	
              (ii)

            	
              If
                Seller exercises the option referred to in Section 14(b)(i) hereof
                and
                Buyer fails to deliver any Purchased Assets to Seller, after three
                (3)
                Business Days’ notice to Buyer, Seller may (A) purchase securities or
                loans, as applicable (“Replacement
                Collateral”),
                that are in as similar an amount and interest rate as is reasonably
                practicable and in the same Rating Category as such Purchased Assets
                or
                the same Class as such Purchased Loans or (B) in its sole discretion
                elect, in lieu of purchasing Replacement Collateral, to be deemed
                to have
                purchased Replacement Collateral at a price therefor equal to the
                Market
                Value of such Purchased Assets as of such
                date.

            


    

     

    
      	 	
              (iii)

            	
              Buyer
                shall be liable to Seller for any excess of the price paid (or deemed
                paid) by Seller for Replacement Collateral therefor over the Repurchase
                Price for the Purchased Assets replaced
                thereby.

            


    

     

    15. SINGLE
      AGREEMENT

     

    Buyer
      and
      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,
      each of Buyer and Seller agrees (i) to perform all of its obligations in respect
      of each Transaction hereunder, and that a default in the performance of


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    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.

     

    16. INTENTIONALLY
      OMITTED.

     

    17. 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 attempted 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 attempted 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 Section. A notice shall be deemed
      to
      have been given: (a) in the case of hand delivery, at the time of delivery,
      (b)
      in the case of registered or certified mail, when delivered or the first
      attempted delivery on a Business Day, (c) in the case of expedited prepaid
      delivery upon the first attempted delivery on a Business Day, or (d) in the
      case
      of telecopier, upon receipt of answerback confirmation, provided that such
      telecopied notice was also delivered as required in this Section. A party
      receiving a notice which does not comply with the technical requirements for
      notice under this Section may elect to waive any deficiencies and treat the
      notice as having been properly given.

     

    18. 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.

     

    19. NON-ASSIGNABILITY

     

    (a) The
      rights and obligations of the Seller under the Transaction Documents and under
      any Transaction shall not be assigned by the Seller without the prior written
      consent of the Buyer.

     

    (b) Buyer
      shall be entitled to assign its rights and obligations under the Transaction
      Documents and/or under any Transaction to any other Person or issue one or
      more
      participation interests with respect to any or all of the Transactions and,
      in
      connection therewith, may 
      

        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        
bifurcate
        or allocate (i.e. senior/subordinate) amounts due to Buyer with five (5)
        days
        notice to Seller; provided, however, that (i) Buyer shall act as exclusive
        agent
        for all assignees and participants in any dealings with Seller in connection
        with such Transactions and shall be solely responsible for all determinations
        of
        eligibility of loans and securities for inclusion in a Transaction and the
        Market Value of Purchased Assets and (ii) Seller shall not be obligated to
        deal directly with any party other than Buyer in connection with such
        Transactions, or, with respect to participations, or to pay or reimburse
        Buyer
        for any costs that would not have been incurred by Buyer had no participation
        interests in such Transactions been issued.

    

     

    (c) Subject
      to the foregoing, the Transaction Documents and any Transactions shall be
      binding upon and shall inure to the benefit of the parties and their respective
      successors and assigns. Nothing in the Transaction Documents, express or
      implied, shall give to any Person, other than the parties to the Transaction
      Documents and their respective successors, any benefit or any legal or equitable
      right, power, remedy or claim under the Transaction Documents.

     

    20. GOVERNING
      LAW

     

    This
      Agreement shall be governed by the laws of the State of New York without giving
      effect to the conflict of law principles thereof.

     

    21. 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 Section 4(a) or 4(b) hereof will not constitute a waiver
      of
      any right to do so at a later date.

     

    22. USE
      OF EMPLOYEE PLAN ASSETS

     

    (a) If
      assets
      of an employee benefit plan subject to any provision of the Employee Retirement
      Income Security Act of 1974 (“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 Section, any such Transaction
      shall proceed only if 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 Section, Seller shall be deemed
      (i)
      to represent to Buyer that since the date of Seller’s latest such financial
      statements, there has been no material adverse change in Seller’s financial
      condition which Seller has not disclosed to Buyer, and (ii) to agree to provide
      Buyer with future audited and unaudited statements of its 

      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

    

    financial
      condition as they are issued, so long as it is a Seller in any outstanding
      Transaction involving a Plan Party.

    23. INTENT

     

    (a) The
      parties recognize that each Transaction is a “repurchase agreement” as that term
      is defined in Section 101 of Title 11 of the United States Code, as amended
      (except insofar as the type of Securities 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).

     

    (b) It
      is
      understood that either party’s right to liquidate Purchased Assets delivered to
      it in connection with Transactions hereunder or to exercise any other remedies
      pursuant to Section 11 hereof is a contractual right to liquidate such
      Transaction as described in Sections 555 and 559 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 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).

     

    24. 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

     

    (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 

    
      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

    

    therefore
      are not insured by the Federal Deposit Insurance Corporation or the National
      Credit Union Share Insurance Fund, as applicable.

     

    25. 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 Section 25 shall affect the right of the Buyer
      to serve legal process in any other manner permitted by law or affect the right
      of the Buyer to bring any action or proceeding against the 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.

     

    26. NO
      RELIANCE

     

    Each
      of
      Buyer and 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;


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    
       

      (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, guaranty 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.

     

    27. INDEMNITY

     

    The
      Seller hereby agrees to indemnify the Buyer, the Buyer’s designee and each of
      its officers, directors, employees and agents (“Indemnified
      Parties”)
      from
      and against any and all liabilities, obligations, actual out-of-pocket losses,
      actual out-of-pocket damages, penalties, actions, judgments, suits, taxes
      (including stamp, excise, sales or other taxes which may be payable or
      determined to be payable with respect to any of the Collateral or in connection
      with any of the transactions contemplated by this Agreement and the documents
      delivered in connection herewith, other than income or similar taxes of the
      Buyer), fees, actual out-of-pocket costs, actual out-of-pocket expenses
      (including reasonable attorneys fees and disbursements) or disbursements (all
      of
      the foregoing, collectively “Indemnified
      Amounts”)
      which
      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 thereunder or any action taken or omitted to be taken by
      any
      Indemnified Party under or in connection with any of the foregoing; provided,
      that
      Seller shall not be liable for Indemnified Amounts resulting from the gross
      negligence or willful misconduct of any Indemnified Party. Without limiting
      the
      generality of the foregoing, Seller agrees to hold Buyer harmless from and
      indemnify Buyer against all Indemnified Amounts with respect to all Purchased
      Loans 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, that, in each case, results from anything other
      than
      Buyer’s gross negligence or willful misconduct. 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 Documents,
      Seller will save, indemnify and hold Buyer harmless from and against all actual
      out-of-pocket expense

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    


    (including
      reasonable attorneys’ fees), actual out-of-pocket 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 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 Seller. Seller also agrees
      to
      reimburse Buyer as and when billed by Buyer for all Buyer’s actual costs and
      out-of-pocket expenses incurred in connection with Buyer's due diligence reviews
      with respect to the Purchased Asset (including, without limitation, those
      incurred pursuant to Section 28 hereof) and the enforcement or the preservation
      of Buyer’s rights under this Agreement or any Transaction contemplated hereby,
      including without limitation the reasonable fees and disbursements of its
      counsel. 

     

    28. DUE
      DILIGENCE

     

    Seller
      acknowledges that, at reasonable times and upon reasonable notice to Seller,
      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
      Seller agrees that upon reasonable prior written notice to Seller, Buyer or
      its
      authorized representatives will be permitted during normal business hours to
      examine, inspect, and make copies and extracts of, the Purchased Assets 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 Seller, any other servicer or subservicer and/or the Custodian.
      Seller also shall make available to Buyer a knowledgeable financial or
      accounting officer for the purpose of answering questions respecting the
      Purchased Assets. Without limiting the generality of the foregoing, Seller
      acknowledges that Buyer may enter into Transactions with the Seller based solely
      upon the information provided by 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. Seller
      agrees to reasonably cooperate with Buyer and any third party underwriter
      reasonably acceptable to Seller 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
      Seller. Seller further agrees that Seller shall reimburse Buyer for any and
      all
      actual costs and expenses reasonably incurred by Buyer in connection with
      Buyer’s activities pursuant to this Section 28.

     

    29. SERVICING

     

    (a) Notwithstanding
      the purchase and sale of the Purchased Assets hereby, Seller, Sponsor, an
      Approved Sub-Servicer or any other third party servicer rated at least “above
      average” or otherwise approved by Buyer shall continue to service the Purchased
      Assets for the benefit of Buyer and, if Buyer shall exercise its rights to
      pledge or hypothecate the Purchased Assets prior to the Repurchase Date pursuant
      to Section 8 hereof, Buyer’s assigns; provided,
      however,
      that
      the obligations of Seller or Sponsor to service any of the Purchased Assets
      shall cease, at Seller’s option, upon the payment by Seller to Buyer of the
      Repurchase Price therefor. 

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    Seller
      shall service or cause the servicer to service
      the Purchased Loans in accordance with Accepted
      Servicing Practices approved by Buyer in the exercise of its reasonable business
      judgment and maintained by other prudent lenders with respect to loans similar
      to the Purchased Assets.

     

    (b) Seller
      agrees that Buyer is the owner of all servicing records, including but not
      limited to any and all servicing agreements (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. 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 the Seller or
      its
      designee to service in conformity with this Section and any other obligation
      of
      Seller to Buyer. Seller covenants to safeguard such Servicing Records and to
      deliver them promptly to Buyer or its designee (including the Custodian) at
      Buyer’s request.

     

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

     

    (d) Seller
      shall not employ sub-servicers rated below “above average”, unless otherwise
      approved by Buyer, to service the Purchased Assets without the prior written
      approval of Buyer. If the Purchased Assets are serviced by a sub-servicer,
      Seller shall irrevocably assign all rights, title and interest in the Servicing
      Agreements in the Purchased Assets to Buyer.

     

    (e) Seller
      shall cause any sub-servicers engaged by Seller to execute a letter agreement
      with Buyer acknowledging Buyer’s security interest and agreeing that it shall
      deposit all Income with respect to the Purchased Assets in the Cash Management
      Account.

     

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

     

    30. 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.

     

    (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.

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

    

    (d) Without
      limiting the rights and remedies of Buyer under the Transaction Documents,
      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. 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 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 and for the custody, care or preservation of the Collateral
      (including insurance costs) and defending or asserting rights and claims of
      Buyer in respect thereof, by litigation or otherwise. In addition, 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
      Cash Management Account and registering the Collateral in the name of Buyer
      or
      its nominee. All such expenses shall be recourse obligations of Seller to Buyer
      under this Agreement.

     

    (e) 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.

     

    (f) The
      parties acknowledge and agree that although they intend to treat each
      Transaction as a sale of the Purchased Assets, in the event that such sale
      shall
      be recharacterized as a secured financing, this Agreement shall also serve
      as a
      security agreement with respect to Buyer’s rights in the Collateral. In order to
      secure and to provide for the prompt and unconditional repayment of the
      Repurchase Price and the performance of its obligations under this Agreement,
      Seller hereby pledges to Buyer and hereby grants to Buyer a first priority
      security interest in all of its rights in the Purchased Assets. Seller hereby
      covenants to duly execute any form UCC financing statements as reasonably
      required by Buyer in order to perfect its security interest created hereby
      in
      such rights and obligations granted above, it being agreed that Seller shall
      pay
      any and all customary fees required to file such financing
      statements.

     

    (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 

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    
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) The
      parties recognize that each Transaction is a “securities contract” as that term
      is defined in Section 741 of Title 11 of the United States Code, as
      amended.

     

    31. EXCULPATION. 

     

    (a) Subject
      to the qualifications below, Buyer shall not enforce the liability and
      obligation of Seller to perform and observe the obligations contained in this
      Agreement or the Transaction Documents by any action or proceeding wherein
      a
      money judgment shall be sought against Seller or its Affiliates (other than
      Sponsor, subject, however, to the terms of the Guaranty executed and delivered
      by Sponsor), except that Buyer may bring a foreclosure action, an action for
      specific performance or any other appropriate action or proceeding to enable
      Buyer to enforce and realize upon its interest and rights under the Transaction
      Documents, or in all or any of the Assets or any other Collateral given to
      Buyer
      pursuant to the Transaction Documents; provided, however, that, except as
      specifically provided herein, any judgment in any such action or proceeding
      shall be enforceable against Seller only to the extent of Seller’s interest in
      the Assets, the Income therefrom or any other Collateral given to Buyer, and
      Buyer shall not sue for, seek or demand any deficiency judgment against Seller
      or its Affiliates (other than Sponsor, subject, however, to the terms of the
      Guaranty executed and delivered by Sponsor) in any such action or proceeding
      under or by reason of or under or in connection with any Transaction Document.
      The provisions of this Section shall not, however, (i) constitute a waiver,
      release or impairment of any obligation evidenced or secured by any Transaction
      Document; (ii) impair the right of Buyer to name Seller as a party defendant
      in
      any action or suit for foreclosure and sale under any Transaction Document;
      (iii) affect the validity or enforceability of any of the Transaction Documents
      or any guaranty made in connection with the Transactions or any of the rights
      and remedies of Buyer hereunder or thereunder; (iv) impair the right of Buyer
      to
      obtain the appointment of a receiver; (v) intentionally omitted; (vi) constitute
      a prohibition against Buyer to commence any other appropriate action or
      proceeding in order for Buyer to fully realize the security granted under the
      Transaction Documents or to exercise its remedies against all or any of the
      Assets and other Collateral; or (vii) constitute a waiver of the right of Buyer
      to enforce the liability and obligation of Seller, by money judgment or
      otherwise, to the extent of any loss, damage, cost, expense, liability, claim
      or
      other obligation incurred by Buyer (including attorneys’ fees and costs
      reasonably incurred) arising out of or in connection with the following (all
      such liability and obligation of Sellers for any or all of the foregoing being
      referred to herein as “Sellers’
      Recourse Liabilities”):
      (a) fraud or intentional misrepresentation by Seller or Sponsor in
      connection with the Transactions; (b) the gross negligence or willful
      misconduct of Seller; (c) the breach of any representation, warranty,
      covenant or indemnification in any Transaction Document concerning Environmental
      Laws; (d) the misappropriation or conversion by Seller of any Income during
      the continuance of an Event of Default or CF Sweep Event; and (e) an act or
      omission of Seller or Sponsor which unlawfully hinders, delays or interferes
      with Buyer’s enforcement of its rights hereunder or the realization of the
      Collateral, other than the assertion by Seller or Sponsor of defenses or
      counterclaims raised in good faith.

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

    
       

      (b) Notwithstanding
        anything to the contrary in this Agreement or any of the Transaction Documents,
        (A) Buyer shall not be deemed to have waived any right which Buyer may have
        under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy
        Code to file a claim for the full Repurchase Price of all Assets subject
        to
        Transactions hereunder (collectively, the “Obligations”)
        or to
        require that all collateral shall continue to secure the Obligations in
        accordance with the Transaction Documents, and (B) Buyer’s agreement not
        to pursue personal liability of Seller as set forth above SHALL BECOME NULL
        AND
        VOID and shall be of no further force and effect, and the Obligations shall
        be
        fully recourse to Seller in the event that one or more of the following occurs
        (each, a “Springing
        Recourse Event”):
        (i) an Event of Default described in Section 14(iv) or (v) shall have
        occurred (provided that with respect to any involuntary Insolvency Proceeding
        either Seller, Sponsor or any Person owning an interest (directly or indirectly)
        in Seller or Sponsor causes such event or condition to occur (by way of example,
        but not limitation, such Person seeks the appointment of a receiver or files
        a
        bankruptcy petition), consents to, aids, solicits, supports, or otherwise
        cooperates or colludes to cause such condition or event or fails to contest
        such
        condition or event) or (ii) a breach of the covenants set forth in
        Sections 11(b)(d) or (e).

    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

        
           

        

      

    

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

     

    BUYER:

     

    NATIXIS
      REAL ESTATE CAPITAL INC.

     

    By:

    Name:

    Title:

     

    


     

    SELLER:

     

    RCC
      REAL ESTATE SPE 3, LLC,

    a
      Delaware limited liability company

     

    By:
      RCC
      Real Estate, Inc., its sole member

     

    By:

    Name:
      

    Title:
      

     

     

    
      
        
          Master
            Repurchase Agreement

          April
            12,
            2007

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEXES,
      EXHIBITS AND SCHEDULES

     

    
      	
              ANNEX
                I

            	
              Names
                and Addresses for Communications between Parties

            
	
              SCHEDULE
                I

            	
              Eligible
                Asset Parameters

            
	
              SCHEDULE
                II

            	
              List
                of Approved Sub-Servicers

            
	
              EXHIBIT
                I

            	
              Form
                of Confirmation

            
	
              EXHIBIT
                II

            	
              Authorized
                Representatives of Seller

            
	
              EXHIBIT
                III

            	
              Monthly
                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

            	
              Collateral
                Information

            
	
              EXHIBIT
                VIII

            	
              Advance
                Procedure

            
	
              EXHIBIT
                IX

            	
              Form
                of Re-Direction Letter

            
	
              EXHIBIT
                X

            	
              Form
                of Clearing Account Agreement

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      I

    Names
      and Addresses for Communications Between Parties

     

    Buyer:

     

    Natixis
      Real Estate Capital Inc. 

    9
      West
      57th
      Street

    36th
      Floor

    New
      York,
      New York 10019

    Attention:
      Jonathan Love

    Tel:
      (212) 891-3420

    Fax:
      (212) 891-5708

     

    With
      copies to:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue

    New
      York,
      New York 10019

    Attention:
      Robert L. Boyd, Esq.

    Tel:
      (212) 839-7352

    Fax:
      (212) 839-5599

     

    Seller:

     

    RCC
      Real
      Estate SPE 3, LLC

    c/o
      Resource Capital Corp.

    712
      Fifth
      Avenue, 10th
      Floor

    New
      York,
      NY 10019

    Attention:
      John Boyt

    Tel:
      (212) 506-3808

    Fax:
      (215) 640-6336

     

    With
      copies to:

     

    Paul
      Hastings Janofsky & Walker LLP

    75
      East
      55th
      Street

    New
      York,
      New York 10022

    Attention:
      Robert J. Grados, Esq.

    Tel:
      (212) 318-6923

    Fax:
      (212) 230-7830

    
      
        
          NY1
            6015670v.7

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    SCHEDULE
      I

     

    ELIGIBLE
      ASSET PARAMETERS

     

    (i) the
      principal balance of any individual Asset (or, in the case of a Preferred Equity
      Asset, Seller’s funded initial and scheduled capital investment in such Asset)
      may not exceed $30,000,000;

     

    (ii) as
      of the
      Purchase Date for the Transaction with respect to any Asset (other than a
      Security), such Asset may not have an LTV in excess of 85% or a Debt Service
      Coverage Ratio less than 1.00 to 1; provided that, notwithstanding the
      foregoing, Buyer may elect to approve an Asset with a Debt Service Coverage
      Ratio of less than 1.00 to 1 for purchase if such Asset provides for debt
      service reserves or holdbacks and is otherwise acceptable to Buyer in its sole
      discretion;

     

    (iii) no
      Asset
      shall have a term (including extension options) greater than five (5)
      years;

     

    (iv) the
      aggregate original Purchase Price related to Assets secured by Mortgaged
      Properties and/or Underlying Mortgaged Properties of the property types set
      forth below shall not exceed the respective percentage of the Facility Amount
      set forth opposite such property types:


     

    
      	
              Property
                Type

               

            	
              Maximum
                Percentage of Facility
                Amount

               

            
	
              Office

               

            	
              50%

               

            
	
              Retail

               

            	
              50%

               

            
	
              Hotel

               

            	
              40%

               

            
	
              Other
                (properties other than multi-family, industrial, office, retail or
                hotel)

               

            	
              15%

               

            


    

    


    ;
      provided that the entire limit on the portion of the total Purchase Price of
      Transactions related to Assets secured by “other” property types may not be made
      up of an Asset or Assets secured by one property type at any time (e.g., the
      entire amount may not be comprised of Assets secured by mobile home parks);
      and
      provided further that Securities shall not be included in determining whether
      the above percentages have been exceeded, unless such Securities were issued
      in
      connection with a “single-asset” securitization or the underlying collateral
      relating to such Securities is of a single property type;

     

    (v) no
      Asset
      shall be secured by or relate to any Mortgaged Property or Underlying Mortgaged
      Property that is an assisted living facility or health care property;
      and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (vi) the
      percentage of the Facility Amount comprised of Transactions involving Preferred
      Equity Assets alone shall not exceed 15% and the aggregate percentage of the
      Facility Amount comprised of Transactions involving Preferred Equity Assets.
      Mezzanine Loans and B Note Asset may not exceed 75% in the
      aggregate.


    
      
        
           

        

        2

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    SCHEDULE
      II

     

    LIST
      OF APPROVED SUB-SERVICERS



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      I

     

    CONFIRMATION
      STATEMENT

     

    Ladies
      and Gentlemen:

     

    Natixis
      Real Estate Capital Inc. (“Natixis”)
      is
      pleased to deliver our written CONFIRMATION
      of our
      agreement to enter into the Transaction pursuant to which Natixis shall purchase
      from you the Purchased Assets identified in the Master Repurchase Agreement,
      dated as of April 12, 2007 (the “Agreement”),
      between Natixis (the “Buyer”)
      and
      RCC Real Estate SPE 3, LLC (“Seller”)
      as
      follows below and on the attached Schedule 1. Capitalized terms used herein
      without definition have the meanings given in the Agreement.

     

    
      	
              Purchase
                Date:

               

            	
              __________,
                200_

               

            
	
              Purchased
                Assets:

               

            	
              As
                identified on attached Schedule 1

               

            
	
              Aggregate
                Principal Amount of Purchased
                Assets:

               

            	
              As
                identified on attached Schedule 1

               

            
	
              Repurchase
                Date:

               

            	 
	
              Purchase
                Price:

               

            	
              $

               

            
	
              Pricing
                Rate:

               

            	
              one
                month LIBOR plus ____%/

               

            
	
              Governing
                Agreements:

               

            	
              As
                identified on attached Schedule 1

               

            
	
              Name
                and address for communications:

               

            	
              Buyer: Natixis
                Real Estate Capital Inc. 

              9
                West 57th
                Street

              36th
                Floor

              New
                York, New York 10019

              Attention:
                Jonathan Love

              Tel:
                (212) 891-5708

              Fax:
                (212) 891-3420

               

            
	 	
              Seller: RCC
                Real Estate SPE 3, LLC

              712
                Fifth Avenue, 10th
                Floor

              New
                York, New York 10019

              Attention:
                John Boyt

              Tel:
                (212) 506-3808

              Fax:
                (212) 640-6336 

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NATIXIS
      REAL ESTATE CAPITAL INC.

     

    By:

    Name:

    Title:

     

     

    AGREED
      AND ACKNOWLEDGED:

     

    RCC
      REAL ESTATE SPE 3, LLC,

    a
      Delaware limited liability company

     

    BY:
      RCC
      Real Estate, Inc., its sole member

    By:

    Name:
      

    Title:
      

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Schedule
      1 to Confirmation Statement


     

    
      	
              Purchased
                Securities:

               

            
	
              Aggregate
                Principal Amount:

               

            
	
              CUSIP
                NO.:

               

            
	
              Securitization
                Document (including trustee):

               

            
	
               

               

               

               

              Purchased
                Loans:

               

            
	
              Aggregate
                Principal Amount:

               

            
	
              Loan
                Agreement: 

               

            
	
              Participation,
                Co-Lender or Intercreditor Agreement (for B Note Assets
                only):

               

            
	
               

               

              Purchased
                Preferred Equity Assets:

               

            
	
              Aggregate
                Principal Amount:

               

            


    

    



    
      
        
           

        

        
          3

        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      II

     

    AUTHORIZED
      REPRESENTATIVES OF SELLER

     

    
      	
               

              Name

            	
               

              Specimen
                Signature

            
	 	 
	 	 
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      III

     

    MONTHLY
      REPORTING PACKAGE


     

    [SAMPLE
      TO BE ATTACHED]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      IV

     

    FORM
      OF CUSTODIAL DELIVERY

     

    On
      this
      ______ of ________, 200_, RCC Real Estate SPE 3, LLC, as Seller under that
      certain Master Repurchase Agreement, dated as of April 12, 2007 (the
“Repurchase
      Agreement”)
      between Natixis Real Estate Capital Inc. (“Buyer”)
      and
      RCC Real Estate SPE 3, LLC, does hereby deliver to LaSalle Bank National
      Association (“Custodian”),
      as
      custodian under that certain Custodial Agreement, dated as of April 12, 2007
      (the “Custodial
      Agreement”),
      among
      Buyer, Custodian and RCC Real Estate SPE 3, LLC, the Purchased Asset Files
      with
      respect to the Purchased Asset to be purchased by Buyer pursuant to the
      Repurchase Agreement, which Purchased Asset are listed on the Purchased Loan
      Schedule attached hereto and which Purchased Asset 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 Section 3(g) 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, the Seller has caused its name to be signed hereto by its
      officer thereunto duly authorized as of the day and year first above
      written.

     

    RCC
      Real
      Estate SPE 3, LLC, 

    a
      Delaware limited liability company

     

    BY:
      RCC
      Real Estate, Inc., its sole member

     

    By:

    Name:

    Title:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      V

     

    FORM
      OF POWER OF ATTORNEY

     

    “Know
      All
      Men by These Presents, that RCC Real Estate SPE 3, LLC (“Seller”),
      does
      hereby appoint Natixis Real Estate Capital Inc. (“Buyer”),
      its
      attorney-in-fact to act in Seller’s name, place and stead in any way which
      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, (iii) the completion of the
      Assignments of Preferred Equity Assets, (iv) the completion of any other
      assignment or endorsement executed “in blank” and (v) the enforcement of the
      Seller’s rights under the Purchased Assets purchased by Buyer pursuant to the
      Master Repurchase Agreement dated as of April 12, 2007 (the “Repurchase
      Agreement”),
      between Buyer and RCC Real Estate SPE 3, LLC, 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 OF 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 12th day of April, 2007.

     

    RCC
      Real
      Estate SPE 3, LLC, 

    a
      Delaware limited liability company

     

    BY:
      RCC
      Real Estate, Inc., its sole member

     

    By:

    Name:

    Title:
      

    
      
        
          NY1
            6015670v.7

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      VI

     

    REPRESENTATIONS
      AND WARRANTIES

    RE:
      PURCHASED LOANS CONSISTING OF MORTGAGE LOANS

     

    1. The
      Mortgage Loan is a performing mortgage loan secured by a first priority security
      interest in a commercial or multifamily property.

     

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

     

    3. 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 Mortgage Loan,
      and Seller is transferring such Mortgage Loan free and clear of any and all
      liens, pledges, encumbrances, charges, security interests or any other ownership
      interests of any nature encumbering such Mortgage Loan. Upon consummation of
      the
      purchase contemplated to occur in respect of such Mortgage Loan on the Purchase
      Date therefor, Seller will have validly and effectively conveyed to Buyer all
      legal and beneficial interest in and to such Mortgage Loan free and clear of
      any
      pledge, lien, encumbrance or security interest.

     

    4. No
      fraudulent acts were committed by Seller in connection with its acquisition
      or
      origination of such Mortgage Loan nor were any fraudulent acts committed by
      any
      Person in connection with the origination of such Mortgage Loan.

     

    5. All
      information contained in the related Preliminary Due Diligence Package (or
      as
      otherwise provided to Buyer) in respect of such Mortgage Loan is accurate and
      complete in all material respects.

     

    6. Except
      as
      included in the Preliminary Due Diligence 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 Mortgage
      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.

     

    7. Such
      Mortgage 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.

     

    8. Seller
      has full right, power and authority to sell and assign such Mortgage Loan and
      such Mortgage Loan or any related Mortgage 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.

     

    9. Other
      than consents and approvals obtained as of the related Purchase Date or those
      already granted in the related Mortgage and/or Mortgage Note, no consent
      or

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    approval
      by any Person is required in connection with Seller’s sale and/or Buyer’s
      acquisition of such Mortgage Loan, for Buyer’s exercise of any rights or
      remedies in respect of such Mortgage Loan or for Buyer’s sale, pledge or other
      disposition of such Mortgage 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.

     

    10. 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 Mortgage Loan.

     

    11. 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 Mortgage Loan is or
      may
      become obligated.

     

    12. Seller
      has not advanced funds, or knowingly received any advance of funds from a party
      other than the Mortgagee relating to such Mortgage Loan, directly or indirectly,
      for the payment of any amount required by such Mortgage Loan.

     

    13. Each
      related Mortgage Note, Mortgage, Assignment of Leases (if a document separate
      from the Mortgage) and other agreement executed by the related Mortgagor in
      connection with such Mortgage Loan is legal, valid and binding obligation of
      the
      related Mortgagor (subject to any non-recourse provisions therein and any state
      anti-deficiency or market value limit deficiency legislation), enforceable
      in
      accordance with its terms, except (i) that certain provisions contained in
      such Mortgage Loan documents are or may be unenforceable in whole or in part
      under applicable state or federal laws, but neither the application of any
      such
      laws to any such provision nor the inclusion of any such provisions renders
      any
      of the Mortgage Loan documents invalid as a whole and such Mortgage Loan
      documents taken as a whole are enforceable to the extent necessary and customary
      for the practical realization of the rights and benefits afforded thereby and
      (ii) as such enforcement may be limited by bankruptcy, insolvency, receivership,
      reorganization, moratorium, redemption, liquidation or other laws relating
      to or
      affecting the enforcement of creditors’ rights generally, or by general
      principles of equity (regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law). The related Mortgage Note and Mortgage contain
      no provision limiting the right or ability of Seller to assign, transfer and
      convey the related Mortgage Loan to any other Person, except, however, for
      customary intercreditor restrictions limiting assignees to “Qualified
      Transferees”. With respect to any Mortgaged Property that has tenants, there
      exists as either part of the Mortgage or as a separate document, an assignment
      of leases.

     

    14. As
      of the
      date of its origination, there was no valid offset, defense, counterclaim,
      abatement or right to rescission with respect to any related Mortgage Note,
      Mortgage or other agreements executed in connection therewith, and, as of the
      Purchase Date, there is no valid offset, defense, counterclaim or right to
      rescission with respect to any such Mortgage Note, Mortgage or other agreements,
      except in each case, with respect to the enforceability of any provisions
      requiring the payment of default interest, late fees, additional interest,
      prepayment premiums or yield maintenance charges.

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    15. Seller
      has delivered to Buyer or its designee the original Mortgage Note(s) made in
      respect of such Mortgage Loan, together with an original endorsement thereof
      executed by Seller in blank.

     

    16. Each
      related assignment of Mortgage and assignment of Assignment of Leases from
      Seller in blank constitutes the legal, valid and binding first priority
      assignment from Seller (assuming the insertion of the Buyer’s name), except as
      such enforcement may be limited by bankruptcy, insolvency, receivership,
      reorganization, moratorium, redemption, liquidation or other laws relating
      to or
      affecting the enforcement of creditors’ rights generally, or by general
      principles of equity (regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law). Each Mortgage and Assignment of Leases is
      freely assignable.

     

    17. The
      Mortgage Loan is secured by one or more Mortgages and each such Mortgage is
      a
      valid and enforceable first lien on the related Mortgaged Property subject
      only
      to the exceptions set forth in paragraph (13) above and the following title
      exceptions (each such title exception, a “Title
      Exception”,
      and
      collectively, the “Title
      Exceptions”):
      (a) the
      lien
      of current real property taxes, water charges, sewer rents and assessments
      not
      yet due and payable, (b) covenants, conditions and restrictions, rights of
      way, easements and other matters of public record, none of which, individually
      or in the aggregate, materially and adversely interferes with the current use
      of
      the Mortgaged Property or the security intended to be provided by such Mortgage
      or with the Mortgagor’s ability to pay its obligations under the Mortgage Loan
      when they become due or materially and adversely affects the value of the
      Mortgaged Property, (c) the exceptions (general and specific) and exclusions
      set
      forth in the applicable policy described in paragraph (21) below or appearing
      of
      record, none of which, individually or in the aggregate, materially and
      adversely interferes with the current use of the Mortgaged Property or the
      security intended to be provided by such Mortgage or with the Mortgagor’s
      ability to pay its obligations under the Mortgage Loan when they become due
      or
      materially and adversely affects the value of the Mortgaged Property, (d) other
      matters to which like properties are commonly subject, none of which,
      individually or in the aggregate, materially and adversely interferes with
      the
      current use of the Mortgaged Property or the security intended to be provided
      by
      such Mortgage or with the Mortgagor’s ability to pay its obligations under the
      Mortgage Loan when they become due or materially and adversely affects the
      value
      of the Mortgaged Property, (e) the right of tenants (whether under ground
      leases, space leases or operating leases) at the Mortgaged Property to remain
      following a foreclosure or similar proceeding (provided
      that
      such tenants are performing under such leases) and (f) if such Mortgage Loan
      is
      cross-collateralized with any other Mortgage Loan, the lien of the Mortgage
      for
      such other Mortgage Loan, none of which, individually or in the aggregate,
      materially and adversely interferes with the current use of the Mortgaged
      Property or the security intended to be provided by such Mortgage or with the
      Mortgagor’s ability to pay its obligations under the Mortgage Loan when they
      become due or materially and adversely affects the value of the Mortgaged
      Property. Except with respect to cross-collateralized and cross-defaulted
      Mortgage Loans and as provided below, there are no mortgage loans that are
      senior or pari passu with respect to the related Mortgaged Property or such
      Mortgage Loan.

     

    18. UCC
      Financing Statements have been filed and/or recorded (or, if not filed and/or
      recorded, have been submitted in proper form for filing and recording), in
      all
      public places necessary to perfect a valid security interest in all items of
      personal property located on the Mortgaged Property that are owned by the
      Mortgagor and either (i) are reasonably necessary

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    to
      operate the Mortgaged Property or (ii) are (as indicated in the appraisal
      obtained in connection with the origination of the related Mortgage Loan)
      material to the value of the Mortgaged Property (other than any personal
      property subject to a purchase money security interest or a sale and leaseback
      financing arrangement permitted under the terms of such Mortgage Loan or any
      other personal property leases applicable to such personal property), to the
      extent perfection may be effected pursuant to applicable law by recording or
      filing, and the Mortgages, security agreements, chattel Mortgages or equivalent
      documents related to and delivered in connection with the related Mortgage
      Loan
      establish and create a valid and enforceable lien and priority security interest
      on such items of personalty except as such enforcement may be limited by
      bankruptcy, insolvency, receivership, reorganization, moratorium, redemption,
      liquidation or other laws relating to or affecting the enforcement of creditor’s
      rights generally, or by general principles of equity (regardless of whether
      such
      enforcement is considered in a proceeding in equity or at law). Notwithstanding
      any of the foregoing, no representation is made as to the perfection of any
      security interest in rents or other personal property to the extent that
      possession or control of such items or actions other than the filing of UCC
      Financing Statements are required in order to effect such
      perfection.

     

    19. All
      real
      estate taxes and governmental assessments, or installments thereof, which would
      be a lien on the Mortgaged Property and that prior to the Purchase Date have
      become delinquent in respect of the 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.

     

    20. As
      of the
      Purchase Date, the related 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
      Mortgaged Property as security for the 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 Mortgaged Property.

     

    21. The
      lien
      of each related Mortgage as a first priority lien in the original principal
      amount of such Mortgage Loan after all advances of principal is insured by
      an
      ALTA lender’s title insurance policy (or a binding commitment therefor), or its
      equivalent as adopted in the applicable jurisdiction, insuring Seller, its
      successors and assigns, subject only to the Title Exceptions; the Mortgagee
      or
      its successors or assigns is the sole named insured of such policy; such policy
      is assignable without consent of the insurer and will inure to the benefit
      of
      the Buyer Mortgagee of record; such title policy is in full force and effect
      upon the consummation of the transactions contemplated by this Agreement; all
      premiums thereon have been paid; no claims have been made under such policy
      and
      no circumstance exists which would impair or diminish the coverage of such
      policy. The insurer issuing such policy is either (x) a nationally-recognized
      title insurance company or (y) qualified to do business in the jurisdiction
      in
      which the related Mortgaged Property is located to the extent required; such
      policy contains no material exclusions for, or affirmatively insures (except
      for
      any Mortgaged Property located in a jurisdiction where

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    such
      insurance is not available) (a) access to public road or (b) against any
      loss due to encroachments of any material portion of the improvements
      thereon.

     

    22. As
      of the
      date of its origination, all insurance coverage required under each related
      Mortgage, 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 Mortgaged Property in the
      jurisdiction in which such 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 Mortgaged Property, or (ii) the
      outstanding principal balance of the Mortgage Loan, and in any event, the amount
      necessary to prevent operation of any co-insurance provisions; and, except
      if
      such 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 Mortgaged Property, all of which was
      in
      full force and effect with respect to the related Mortgaged Property; and all
      insurance coverage required under each Mortgage, 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 Mortgaged Property in the jurisdiction in
      which such Mortgaged Property is located, is in full force and effect with
      respect to the related Mortgaged Property; all premiums due and payable through
      the Purchase Date 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 related
      Mortgage, 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 Mortgaged
      Property or (ii) the reduction of the outstanding principal balance of the
      Mortgage Loan, subject in either case to requirements with respect to leases
      at
      the related Mortgaged Property and to other exceptions customarily provided
      for
      by prudent institutional lenders for similar loans. The 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 Mortgaged Property, in an amount customarily required by prudent
      institutional lenders. An architectural or engineering consultant has performed
      an analysis of the any Mortgaged Property 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 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 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 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 Mortgaged Property is insured by windstorm
      insurance in an amount at least equal to the lesser of (i) the outstanding
      principal balance of such Mortgage Loan and (ii) 100% of the full insurable
      value, or 100% of the replacement cost, of the improvements located on the
      related Mortgaged Property. The insurance policies contain a standard Mortgagee
      clause naming Seller, its successors and assigns as loss payee, in the case
      of a
      property insurance policy, and additional insured in the case of a

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    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.

     

    23. (a)
      Other
      than payments due but not yet 30 days or more delinquent, there is no material
      default, breach, violation or event of acceleration existing under the related
      Mortgage or the related Mortgage Note, and no event has occurred (other than
      payments due but not yet delinquent) which, with the passage of time or with
      notice and the expiration of any grace or cure period, would constitute a
      material default, breach, violation or event of acceleration, provided,
      however,
      that
      this representation and warranty does not address or otherwise cover any
      default, breach, violation or event of acceleration that specifically pertains
      to any matter otherwise covered by any other representation and warranty made
      by
      Seller in any paragraph of this Exhibit
      VI
      and (b)
      Seller has not waived any material default, breach, violation or event of
      acceleration under such Mortgage or Mortgage Note and pursuant to the terms
      of
      the related Mortgage or the related Mortgage Note and other documents in the
      related Mortgage Loan documents no Person or party other than the holder of
      such
      Mortgage Note may declare any event of default or accelerate the related
      indebtedness under either of such Mortgage or Mortgage Note.

     

    24. As
      of the
      Purchase Date, such Mortgage Loan is not, since origination, and has not been,
      30 days or more past due in respect of any scheduled payment.

     

    25. Each
      related Mortgage does not provide for or permit, without the prior written
      consent of the holder of the Mortgage Note, the related Mortgaged Property
      to
      secure any other promissory note or obligation except as expressly described
      in
      such Mortgage.

     

    26. Such
      Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code (without regard to Treasury Regulations Sections
      1.860G-2(a)(3) or 1.860G-2(f)(2)), is directly secured by a Mortgage on a
      commercial property or a multifamily residential property, and either (1)
      substantially all of the proceeds of such Mortgage Loan were used to acquire,
      improve or protect the portion of such commercial or multifamily residential
      property that consists of an interest in real property (within the meaning
      of
      Treasury Regulations Sections 1.856-3(c) and 1.856-3(d)) and such interest
      in
      real property was the only security for such Mortgage Loan as of the Testing
      Date (as defined below), or (2) the fair market value of the interest in real
      property which secures such Mortgage Loan was at least equal to 80% of the
      principal amount of the Mortgage Loan (a) as of the Testing Date, or (b) as
      of
      the Purchase Date. For purposes of the previous sentence, (1) the fair market
      value of the referenced interest in real property shall first be reduced by
      (a)
      the amount of any lien on such interest in real property that is senior to
      the
      Mortgage Loan, and (b) a proportionate amount of any lien on such interest
      in
      real property that is on a parity with the Mortgage Loan, and (2) the “Testing
      Date” shall be the date on which the referenced Mortgage Loan was originated
      unless (a) such Mortgage Loan was modified after the date of its origination
      in
      a manner that would cause a “significant modification” of such Mortgage Loan
      within the meaning of Treasury Regulations Section 1.1001-3(b), and (b) such
      “significant modification” did not occur at a time

    
      
        
        

      

      
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    when
      such
      Mortgage Loan was in default or when default with respect to such Mortgage
      Loan
      was reasonably foreseeable. However, if the referenced Mortgage Loan has been
      subjected to a “significant modification” after the date of its origination and
      at a time when such Mortgage Loan was not in default or when default with
      respect to such Mortgage Loan was not reasonably foreseeable, the Testing Date
      shall be the date upon which the latest such “significant modification”
occurred.

     

    27. There
      is
      no material and adverse environmental condition or circumstance affecting the
      Mortgaged Property; there is no material violation of any applicable
      Environmental Law with respect to the Mortgaged Property; neither Seller nor
      the
      Mortgagor has taken any actions which would cause the Mortgaged Property not
      to
      be in compliance with all applicable Environmental Laws; the 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.

     

    28. Each
      related Mortgage and Assignment of Leases, together with applicable state law,
      contains customary and enforceable provisions for comparable mortgaged
      properties similarly situated such as to render the rights and remedies of
      the
      holder thereof adequate for the practical realization against the Mortgaged
      Property of the benefits of the security, including realization by judicial
      or,
      if applicable, non judicial foreclosure, subject to the effects of bankruptcy,
      insolvency, receivership, reorganization, moratorium, redemption, liquidation
      or
      other laws relating to or affecting the enforcement of creditors’ rights
      generally, or by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law).

     

    29. No
      Mortgagor is a debtor in any state or federal bankruptcy or insolvency
      proceeding.

     

    30. Such
      Mortgage Loan is a whole loan and contains no equity participation by the lender
      or shared appreciation feature and does not provide for any contingent or
      additional interest in the form of participation in the cash flow of the related
      Mortgaged Property or provide for negative amortization. Seller holds no
      preferred equity interest.

     

    31. Subject
      to certain exceptions, which are customarily acceptable to prudent commercial
      and multifamily mortgage lending institutions lending on the security of
      property comparable to the related Mortgaged Property, each related Mortgage
      or
      loan agreement contains provisions for the acceleration of the payment of the
      unpaid principal balance of such Mortgage Loan if, without complying with the
      requirements of the Mortgage or loan agreement, (a) the related Mortgaged
      Property, or any controlling interest in the related Mortgagor, is directly
      transferred or sold (other than by reason of family and estate planning
      transfers, transfers by devise, descent or operation of law upon the death
      of a
      member, general partner or shareholder of the related borrower and transfers
      of
      less than a controlling interest (as such term is defined in the related
      Mortgage Loan documents) in a mortgagor, issuance of non-controlling new equity
      interests, transfers among existing members, partners or shareholders in the
      Mortgagor or an affiliate thereof, transfers among affiliated Mortgagors with
      respect to Mortgage Loans which are cross-collateralized or cross-defaulted
      with
      other mortgage loans or multi-property Mortgage

    
      
        
        

      

      
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    Loans
      or
      transfers of a similar nature to the foregoing meeting the requirements of
      the
      Mortgage Loan (such as pledges of ownership interests that do not result in
      a
      change of control) or a substitution or release of collateral within the
      parameters of paragraph (34) below), or (b) the related Mortgaged Property
      or
      controlling interest in the borrower is encumbered in connection with
      subordinate financing by a lien or security interest against the related
      Mortgaged Property, other than any existing permitted additional debt. The
      Mortgage Loan documents require the borrower to pay all reasonable costs
      incurred by the Mortgagor with respect to any transfer, assumption or
      encumbrance requiring lender’s approval.

     

    32. Except
      as
      set forth in the related Mortgage Loan documents delivered to Buyer, the terms
      of the related Mortgage Note(s), Mortgage(s) and other Mortgage Loan 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 Mortgage Loan 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 applicable Mortgage Loan was delivered to Buyer
      or
      its designee.

     

    33. Each
      related 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.

     

    34. Since
      origination, no material portion of the related Mortgaged Property has been
      released from the lien of the related Mortgage in any manner which materially
      and adversely affects the value of the Mortgage Loan or materially interferes
      with the security intended to be provided by such Mortgage, and, except with
      respect to Mortgage Loans (a) which permit defeasance by means of substituting
      for the Mortgaged Property (or, in the case of a Mortgage Loan secured by
      multiple Mortgaged Properties, one or more of such Mortgaged Properties)
“government securities” as defined in the Investment Company Act of 1940, as
      amended, sufficient to pay the Mortgage Loans (or portions thereof) in
      accordance with its terms, (b) where a release of the portion of the Mortgaged
      Property was contemplated at origination and such portion was not considered
      material as indicated in the Preliminary Due Diligence Package for the Mortgage
      Loan, (c) where release is conditional upon the satisfaction of certain
      customary conditions set forth in the Mortgage Loan documents and legal
      requirements and the payment of a release price that represents adequate
      consideration for such Mortgaged Property or the portion thereof that is being
      released, (d) which permit the related Mortgagor to substitute a replacement
      property in compliance with REMIC Provisions or (e) which permit the release(s)
      of unimproved out-parcels or other portions of the Mortgaged Property that
      will
      not have a material adverse effect on the underwritten value of the security
      for
      the Mortgage Loan or that were not allocated any value in the Preliminary Due
      Diligence Package during the origination of the Mortgage Loan, the terms of
      the
      related Mortgage do not provide for release of any portion of the Mortgaged
      Property from the lien of the Mortgage except in consideration of payment in
      full therefor.

     

    35. There
      are
      no material violations of any applicable zoning ordinances, building codes
      or
      land laws applicable to the 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

     


    
      
        
        

      

      
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    net
      operating income of the Mortgaged Property. The Mortgage Loan documents require
      the Mortgaged Property to comply with all applicable laws and
      ordinances.

     

    36. No
      portion of the material improvements which were included for the purposes of
      determining the appraised value of the related Mortgaged Property at the time
      of
      the origination of the Mortgage Loan lies outside of the boundaries and building
      restriction lines of such property (except any Mortgaged Property the use of
      which constitutes a legal non-conforming use), to an extent which would have
      a
      material adverse affect on the value of the Mortgaged Property or related
      Mortgagor’s use and operation of such Mortgaged Property (unless affirmatively
      covered by title insurance) and no improvements on adjoining properties encroach
      upon such Mortgaged Property to any material and adverse extent (unless
      affirmatively covered by title insurance).

     

    37. The
      related Mortgagor has covenanted in its organizational documents and/or the
      Mortgage Loan documents to own no significant asset other than the related
      Mortgaged Property and assets incidental to its ownership and operation of
      such
      Mortgaged Property, and to hold itself out as being a legal entity, separate
      and
      apart from any other Person.

     

    38. No
      advance of funds has been made other than pursuant to the loan documents,
      directly or indirectly, by Seller to the Mortgagor and no funds have been
      received from any Person other than the Mortgagor, for or on account of payments
      due on the Mortgage Note or the Mortgage.

     

    39. As
      of the
      Purchase Date, there was no pending action, suit or proceeding, or governmental
      investigation of which Seller has received notice, against the Mortgagor or
      the
      related Mortgaged Property the adverse outcome of which could reasonably be
      expected to materially and adversely affect such Mortgagor’s ability to pay
      principal, interest or any other amounts due under such Mortgage Loan or the
      security intended to be provided by the Mortgage Loan documents or the current
      use of the Mortgaged Property. 

     

    40. As
      of the
      Purchase Date, if the related Mortgage is a deed of trust, a trustee, duly
      qualified under applicable law to serve as such, has either been properly
      designated and serving under such Mortgage or may be substituted in accordance
      with the Mortgage and applicable law.

     

    41. The
      Mortgage Loan and the interest (exclusive of any default interest, late charges
      or prepayment premiums) contracted for complied as of the date of origination
      with, or is exempt from, applicable state or federal laws, regulations and
      other
      requirements pertaining to usury.

     

    42. Each
      Mortgage Loan that is cross-collateralized is cross-collateralized only with
      other Mortgage Loans sold pursuant to this Agreement.

     

    43. The
      improvements located on the 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 Seller 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 Mortgage
      Loan, (ii) the value of such improvements on the related

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Mortgaged
      Property located in such flood hazard area or (iii) the maximum allowed
      under the related federal flood insurance program.

     

    44. All
      escrow deposits and payments required pursuant to the Mortgage Loan as of the
      Purchase Date required to be deposited with Seller in accordance with the
      Mortgage Loan documents have been so deposited, are in the possession, or under
      the control, of Seller or its agent and there are no deficiencies in connection
      therewith.

     

    45. As
      of the
      Purchase Date, the related Mortgagor, the related lessee, franchisor or operator
      was in possession of all material licenses, permits and authorizations then
      required for use of the related Mortgaged Property by the related Mortgagor.
      The
      Mortgage Loan documents require the borrower to maintain all such licenses,
      permits and authorizations.

     

    46. The
      origination (or acquisition, as the case may be), servicing and collection
      practices used by Seller with respect to the Mortgage Loan have been in all
      respects legal and have met customary industry standards for servicing of
      commercial mortgage loans for conduit loan programs.

     

    47. Except
      for the interest of any Mortgagor in and to any Mortgaged Property which
      includes a Ground Lease, the related Mortgagor (or its affiliate) holds fee
      simple title to each related Mortgaged Property.

     

    48. The
      Mortgage Loan documents for such Mortgage Loan provide that such Mortgage Loan
      is non-recourse to the related Mortgagor except that the related Mortgagor
      and
      an additional guarantor accepts responsibility for any loss incured due to
      fraud
      on the part of the Mortgagor and/or other intentional material
      misrepresentation. Furthermore, the Mortgage Loan documents for each Mortgage
      Loan provide that the related Mortgagor and an additional guarantor shall be
      liable to the lender for losses incurred due to the misapplication or
      misappropriation of rents collected in advance or received by the related
      Mortgagor after the occurrence of an event of default and not paid to the
      Mortgagee or applied to the Mortgaged Property in the ordinary course of
      business, misapplication or conversion by the Mortgagor of insurance proceeds
      or
      condemnation awards or breach of the environmental covenants in the related
      Mortgage Loan documents.

     

    49. Subject
      to the exceptions set forth in paragraph (13) and upon possession of the
      Mortgaged Property as required under applicable state law, any Assignment of
      Leases set forth in the Mortgage or separate from the related Mortgage and
      related to and delivered in connection with such Mortgage Loan establishes
      and
      creates a valid, subsisting and enforceable lien and security interest in the
      related Mortgagor’s interest in all leases, subleases, licenses or other
      agreements pursuant to which any Person is entitled to occupy, use or possess
      all or any portion of the real property.

     

    50. With
      respect to such Mortgage Loan, any prepayment premium and yield maintenance
      charge constitutes a “customary prepayment penalty” within the meaning of
      Treasury Regulations Section 1.860G-1 (b)(2).

     

    51. If
      such
      Mortgage Loan contains a provision for any defeasance of mortgage collateral,
      such Mortgage Loan permits defeasance (1) no earlier than two years
      after

    
      
        
        

      

      
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    any
      securitization of such Mortgage Loan and (2) only with substitute collateral
      constituting “government securities” within the meaning of Treasury Regulations
      Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
      under the Mortgage Note. Such Mortgage Loan was not originated with the intent
      to collateralize a REMIC offering with obligations that are not real estate
      mortgages. In addition, if such Mortgage contains such a defeasance provision,
      it provides (or otherwise contains provisions pursuant to which the holder
      can
      require) that an opinion be provided to the effect that such holder has a first
      priority perfected security interest in the defeasance collateral. The related
      Mortgage Loan documents permit the lender to charge all of its expenses
      associated with a defeasance to the Mortgagor (including rating agencies’ fees,
      accounting fees and attorneys’ fees), and provide that the related Mortgagor
      must deliver (or otherwise, the Mortgage Loan documents contain certain
      provisions pursuant to which the lender can require) (a) an accountant’s
      certification as to the adequacy of the defeasance collateral to make payments
      under the related Mortgage Loan for the remainder of its term, (b) an opinion
      of
      counsel that the defeasance complies with all applicable REMIC Provisions,
      and
      (c) assurances from each applicable Rating Agency that the defeasance will
      not
      result in the withdrawal, downgrade or qualification of the ratings assigned
      to
      any certificates backed by the related Mortgage Loan. Notwithstanding the
      foregoing, some of the Mortgage Loan documents may not affirmatively contain
      all
      such requirements, but such requirements are effectively present in such
      documents due to the general obligation to comply with the REMIC Provisions
      and/or deliver a REMIC opinion of counsel.

     

    52. To
      the
      extent required under applicable law as of the date of origination, and
      necessary for the enforceability or collectability of the Mortgage Loan, the
      originator of such Mortgage Loan was authorized to do business in the
      jurisdiction in which the related Mortgaged Property is located at all times
      when it originated and held the Mortgage Loan.

     

    53. Neither
      Seller nor any affiliate thereof has any obligation to make any capital
      contributions to the Mortgagor under the Mortgage Loan.

     

    54. The
      related Mortgaged Property is not encumbered, and none of the Mortgage Loan
      documents permits the related Mortgaged Property to be encumbered subsequent
      to
      the Purchase Date without the prior written consent of the holder of such
      Mortgage Loan, 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 the Purchase Date of the related Mortgage
      Loan).

     

    55. Each
      related 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.

     

    56. An
      appraisal of the related Mortgaged Property was conducted in connection with
      the
      origination of such 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

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    the
      Financial Institutions Reform, Recovery and Enforcement Act or 1989, in either
      case as in effect on the date such Mortgage Loan was originated.

     

    57. The
      related Mortgage Loan documents require the Mortgagor to provide the Mortgagee
      with certain financial information at the times required under the related
      Mortgage Loan documents.

     

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

     

    59. With
      respect to each related 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 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 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

    
      
        
        

      

      
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    agreement
      to which the Mortgagee on the lessor’s fee interest in the 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 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 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 Mortgaged Property to the outstanding
      principal balance of such Mortgage Loan).

     

    (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.

    
      
        
           

        

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    REPRESENTATIONS
      AND WARRANTIES

    RE:
      PURCHASED LOANS CONSISTING OF B NOTES

     

    1. The
      applicable B Note Asset is (a) a senior or junior participation interest in
      a
      Whole Loan or (b) a “B-note” in an “A/B structure” in a Whole Loan. Seller
      has delivered to Buyer true and complete copies of any and all participation
      agreements, co-lender agreements, pooling and servicing agreements and/or other
      intercreditor agreements evidencing and/or governing the applicable B Note
      Asset
      (collectively, the “B
      Note
      Documents”),
      such
      B Note Documents have not been modified or amended except pursuant to any
      documents delivered to Buyer and no default by Seller or, to Seller’s knowledge,
      any other party thereto exists as of the Purchase Date.

     

    2. As
      of the
      Purchase Date, such B Note Asset complies in all material respects with, or
      is
      exempt from, all requirements of federal, state or local law relating to such
      B
      Note Asset.

     

    3. 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 B Note Asset,
      and Seller is transferring such B Note Asset free and clear of any and all
      liens, pledges, encumbrances, charges, security interests or any other ownership
      interests of any nature encumbering such B Note Asset. Upon consummation of
      the
      purchase contemplated to occur in respect of such B Note Asset on the Purchase
      Date therefor, Seller will have validly and effectively conveyed to Buyer all
      legal and beneficial interest in and to such B Note Asset free and clear of
      any
      pledge, lien, encumbrance or security interest.

     

    4. No
      fraudulent acts were committed by Seller in connection with its acquisition
      or
      origination of such B Note Asset nor were any fraudulent acts committed by
      any
      Person in connection with the origination of such B Note Asset.

     

    5. All
      information contained in the related Preliminary Due Diligence Package (or
      as
      otherwise provided to Buyer) in respect of such B Note Asset is accurate and
      complete in all material respects.

     

    6. Except
      as
      included in the Preliminary Due Diligence 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 B Note
      Asset 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.

     

    7. Seller
      has full right, power and authority to sell and assign such B Note Asset and
      such B Note Asset or any related Mortgage 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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8. Other
      than consents and approvals obtained as of the related Purchase Date (including,
      without limitation, any and all consents and approvals (or “no downgrade” or
      similar ratings confirmations) required under the related B Note Documents
      from
      any other participant, co-lender, servicer, special servicer or Rating Agency),
      no consent or approval by any Person is required in connection with Seller’s
      sale and/or Buyer’s acquisition of such B Note Asset, for Buyer’s exercise of
      any rights or remedies in respect of such B Note Asset or for Buyer’s sale,
      pledge or other disposition of such B Note Asset. 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.

     

    9. 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 B Note Asset.

     

    10. Seller
      has delivered to Buyer or its designee the original promissory note, certificate
      or other similar indicia of ownership of such B Note Asset, 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).

     

    11. 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 B Note Asset in respect of the
      related Mortgaged Property and there is no provision in any such agreement
      which
      would provide for any increase in the principal amount of any such lien or
      other
      interest.

     

    12. No
      (i)
      monetary default, breach or violation exists with respect to any agreement
      or
      other document governing or pertaining to such B Note Asset, the related Whole
      Loan or any other obligation of the Mortgagor, (ii) material non-monetary
      default, breach or violation exists with respect to such B Note Asset, the
      related Whole Loan or any other obligation of the Mortgagor, 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.

     

    13. Such
      B
      Note Asset 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.

     

    14. Each
      related Whole Loan complies in all material respects with, or is exempt from,
      all requirements of federal, state or local law relating to the origination
      of
      such Whole Loan.

     

    15. 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 B Note Asset is or may
      become obligated.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    16. Seller
      has not advanced funds, or knowingly received any advance of funds from a party
      other than the Mortgagee relating to such B Note Asset, directly or indirectly,
      for the payment of any amount required by such B Note Asset.

     

    17. With
      respect to each related Whole Loan, each related Mortgage Note, Mortgage,
      Assignment of Leases (if a document separate from the Mortgage) and other
      agreement executed by the related Mortgagor in connection with such Whole Loan
      is legal, valid and binding obligation of the related Mortgagor (subject to
      any
      non-recourse provisions therein and any state anti-deficiency or market value
      limit deficiency legislation), enforceable in accordance with its terms, except
      (i) that certain provisions contained in such Whole Loan documents are or may
      be
      unenforceable in whole or in part under applicable state or federal laws, but
      neither the application of any such laws to any such provision nor the inclusion
      of any such provisions renders any of the Whole Loan documents invalid as a
      whole and such Whole Loan documents taken as a whole are enforceable to the
      extent necessary and customary for the practical realization of the rights
      and
      benefits afforded thereby and (ii) as such enforcement may be limited by
      bankruptcy, insolvency, receivership, reorganization, moratorium, redemption,
      liquidation or other laws affecting the enforcement of creditors’ rights
      generally, or by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law). The related
      Mortgage Note and Mortgage contain no provision limiting the right or ability
      of
      any holder thereof to assign, transfer and convey all or any portion of the
      related Whole Loan or the related B Note Asset to any other Person, except,
      however, for customary intercreditor restrictions limiting assignees to
“Qualified Transferees”. With respect to any Mortgaged Property that has
      tenants, there exists as either part of the Mortgage or as a separate document,
      an assignment of leases.

     

    18. With
      respect to the B Note Asset and each related Whole Loan, as of the date of
      its
      origination, there was no valid offset, defense, counterclaim, abatement or
      right to rescission with respect to any related Mortgage Note, Mortgage or
      other
      agreements executed in connection therewith, and, as of the Purchase Date for
      the related Purchased Loan, there is no valid offset, defense, counterclaim
      or
      right to rescission with respect to any such Mortgage Note, Mortgage or other
      agreements, except in each case, with respect to the enforceability of any
      provisions requiring the payment of default interest, late fees, additional
      interest, prepayment premiums or yield maintenance charges.

     

    19. With
      respect to the Whole Loan, each related Assignment of Mortgage and assignment
      of
      Assignment of Leases from Seller in blank constitutes the legal, valid and
      binding first priority assignment from Seller (assuming the insertion of the
      Buyer’s name), except as such enforcement may be limited by bankruptcy,
      insolvency, receivership, reorganization, moratorium, redemption, liquidation
      or
      other laws relating to or affecting the enforcement of creditors’ rights
      generally, or by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law). Each Mortgage
      and Assignment of Leases is freely assignable.

     

    20. The
      Whole
      Loan is secured by one or more Mortgages and each such Mortgage is a valid
      and
      enforceable first lien on the related Mortgaged Property subject only to the
      exceptions set forth in paragraph (17) above and the following title exceptions
      (each such title exception, a “Title
      Exception”,
      and
      collectively, the “Title
      Exceptions”):
      (a)
      the lien of

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    current
      real property taxes, water charges, sewer rents and assessments not yet due
      and
      payable, (b) covenants, conditions and restrictions, rights of way, easements
      and other matters of public record, none of which, individually or in the
      aggregate, materially and adversely interferes with the current use of the
      Mortgaged Property or the security intended to be provided by such Mortgage
      or
      with the Mortgagor’s ability to pay its obligations under the Whole Loan when
      they become due or materially and adversely affects the value of the Underlying
      Mortgaged Property, (c) the exceptions (general and specific) and exclusions
      set
      forth in the applicable policy described in paragraph (24) below or appearing
      of
      record, none of which, individually or in the aggregate, materially and
      adversely interferes with the current use of the Mortgaged Property or the
      security intended to be provided by such Mortgage or with the Mortgagor’s
      ability to pay its obligations under the Whole Loan when they become due or
      materially and adversely affects the value of the Mortgaged Property, (d) other
      matters to which like properties are commonly subject, none of which,
      individually or in the aggregate, materially and adversely interferes with
      the
      current use of the Mortgaged Property or the security intended to be provided
      by
      such Mortgage or with the Mortgagor’s ability to pay its obligations under the
      Whole Loan when they become due or materially and adversely affects the value
      of
      the Mortgaged Property, (e) the right of tenants (whether under ground leases,
      space leases or operating leases) at the Mortgaged Property to remain following
      a foreclosure or similar proceeding (provided
      that
      such tenants are performing under such leases) and (f) if such Whole Loan is
      cross-collateralized with any other Whole Loan, the lien of the Mortgage for
      such other Whole Loan, none of which, individually or in the aggregate,
      materially and adversely interferes with the current use of the Mortgaged
      Property or the security intended to be provided by such Mortgage or with the
      Mortgagor’s ability to pay its obligations under the Whole Loan when they become
      due or materially and adversely affects the value of the Mortgaged Property.
      Except with respect to cross-collateralized and cross-defaulted Whole Loans
      and
      as provided below, there are no mortgage loans that are senior or pari
      passu
      with
      respect to the related Mortgaged Property or such Whole Loan.

     

    21. UCC
      Financing Statements have been filed and/or recorded (or, if not filed and/or
      recorded, have been submitted in proper form for filing and recording), in
      all
      public places necessary to perfect a valid security interest in all items of
      personal property located on each related Mortgaged Property that are owned
      by
      the Mortgagor and either (i) are reasonably necessary to operate such Mortgaged
      Property or (ii) are (as indicated in the appraisal obtained in connection
      with
      the origination of the related Whole Loan) material to the value of such
      Mortgaged Property (other than any personal property subject to a purchase
      money
      security interest or a sale and leaseback financing arrangement permitted under
      the terms of such Whole Loan or any other personal property leases applicable
      to
      such personal property), to the extent perfection may be effected pursuant
      to
      applicable law by recording or filing, and the Mortgages, security agreements,
      chattel Mortgages or equivalent documents related to and delivered in connection
      with the related Whole Loan establish and create a valid and enforceable lien
      and priority security interest on such items of personalty except as such
      enforcement may be limited by bankruptcy, insolvency, receivership,
      reorganization, moratorium, redemption, liquidation or other laws affecting
      the
      enforcement of creditor’s rights generally, or by general principles of equity
      (regardless of whether such enforcement is considered in a proceeding in equity
      or at law). Notwithstanding any of the foregoing, no representation is made
      as
      to the perfection of any security interest in rents or other personal property
      to the extent that possession or control of 

      
        
          
          

        

        
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              such
      items or actions other than
      the filing of UCC Financing Statements are required in order to effect such
      perfection.

     

    22. All
      real
      estate taxes and governmental assessments, or installments thereof, which would
      be a lien on any related Mortgaged Property and that prior to the Purchase
      Date
      for the related Purchased Loan have become delinquent in respect of such
      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.

     

    23. As
      of the
      Purchase Date for the related Purchased Loan, each related 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 Mortgaged Property as security for the related
      Whole
      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 Mortgaged Property.

     

    24. With
      respect to each related Whole Loan, the lien of each related Mortgage as a
      first
      priority lien in the original principal amount of such Whole Loan after all
      advances of principal is insured by an ALTA lender’s title insurance policy (or
      a binding commitment therefor), or its equivalent as adopted in the applicable
      jurisdiction, insuring the Mortgagee, its successors and assigns, subject only
      to the Title Exceptions; the Mortgagee or its successors or assigns is the
      sole
      named insured of such policy; such policy is assignable without consent of
      the
      insurer and will inure to the benefit of the trustee as Mortgagee of record;
      such title policy is in full force and effect upon the consummation of the
      transactions contemplated by this Agreement; all premiums thereon have been
      paid; no claims have been made under such policy and no circumstance exists
      which would impair or diminish the coverage of such policy. The insurer issuing
      such policy is either (x) a nationally-recognized title insurance company or
      (y)
      qualified to do business in the jurisdiction in which the related Mortgaged
      Property is located to the extent required; such policy contains no material
      exclusions for, or affirmatively insures (except for any Mortgaged Property
      located in a jurisdiction where such insurance is not available) (a) access
      to
      public road or (b) against any loss due to encroachments of any material
      portion of the improvements thereon.

     

    25. With
      respect to each related Whole Loan, as of the date of its origination, all
      insurance coverage required under each related Mortgage, 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 Mortgaged Property in the jurisdiction in which such 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 Mortgaged
      Property, or (ii) the outstanding principal balance of the Whole Loan, and
      in
      any event, the amount necessary to prevent operation of any co-insurance
      provisions; and, except if such Mortgaged Property is operated as a mobile
      home
      park, is also covered by business interruption

    
      
        
        

      

      
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    or
      rental
      loss insurance, in an amount at least equal to 12 months of operations of the
      related Mortgaged Property, all of which was in full force and effect with
      respect to each related Mortgaged Property; and, as of the Purchase Date for
      the
      related Purchased Loan, all insurance coverage required under each Mortgage,
      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 Mortgaged Property
      in the jurisdiction in which such Mortgaged Property is located, is in full
      force and effect with respect to each related Mortgaged Property; all premiums
      due and payable through the Purchase Date for the related Purchased Loan 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 related Mortgage, 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 Mortgaged Property or (ii) the
      reduction of the outstanding principal balance of the Whole Loan, subject in
      either case to requirements with respect to leases at the related Mortgaged
      Property and to other exceptions customarily provided for by prudent
      institutional lenders for similar loans. The 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
      Mortgaged Property, in an amount customarily required by prudent institutional
      lenders. An architectural or engineering consultant has performed an analysis
      of
      any Mortgaged Property 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 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 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 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 Mortgaged Property is insured by windstorm
      insurance in an amount at least equal to the lesser of (i) the outstanding
      principal balance of such Whole Loan and (ii) 100% of the full insurable value,
      or 100% of the replacement cost, of the improvements located on the related
      Mortgaged Property.

     

    26. 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.

     

    27. With
      respect to any Whole Loan (a) other than payments due but not yet 30 days or
      more delinquent, there is no material default, breach, violation or event of
      acceleration existing under the related Mortgage or the related Mortgage Note,
      and no event 

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    has
      occurred (other than payments due but not yet delinquent) which, with the
      passage of time or with notice and the expiration of any grace or cure period,
      would constitute a material default, breach, violation or event of acceleration,
      provided,
      however,
      that
      this representation and warranty does not address or otherwise cover any
      default, breach, violation or event of acceleration that specifically pertains
      to any matter otherwise covered by any other representation and warranty made
      by
      Seller in any paragraph of this Schedule (a)
      and (b)
      Seller has not waived any material default, breach, violation or event of
      acceleration under the related Mortgage or Mortgage Note and, pursuant to the
      terms of such Mortgage or Mortgage Note and other Whole Loan documents, no
      Person or party other than the holder of the related Mortgage Note may declare
      any event of default or accelerate the related indebtedness under either of
      such
      Mortgage or Mortgage Note.

     

    28. As
      of the
      Purchase Date, the Whole Loan is not, since origination, and has not been,
      30
      days or more past due in respect of any scheduled payment.

     

    29. Each
      Mortgage related to the Whole Loan does not provide for or permit, without
      the
      prior written consent of the holder of the Mortgage Note, the related Mortgaged
      Property to secure any other promissory note or obligation except as expressly
      described in such Mortgage.

     

    30. Each
      related Whole Loan secured by commercial or multifamily residential property
      constitutes a “qualified mortgage” within the meaning of Section 860G(a)(3) of
      the Code (without regard to Treasury Regulations Sections 1.860G-2(a)(3) or
      1.860G-2(f)(2)), is directly secured by a Mortgage on such commercial property
      or a multifamily residential property, and either (1) substantially all of
      the
      proceeds of such Whole Loan were used to acquire, improve or protect the portion
      of such commercial or multifamily residential property that consists of an
      interest in real property (within the meaning of Treasury Regulations Sections
      1.856-3(c) and 1.856-3(d)) and such interest in real property was the only
      security for such Whole Loan as of the Testing Date (as defined below), or
      (2)
      the fair market value of the interest in real property which secures such Whole
      Loan was at least equal to 80% of the principal amount of the Whole Loan (a)
      as
      of the Testing Date, or (b) as of the Purchase Date for the related Purchased
      Loan. For purposes of the previous sentence, (1) the fair market value of the
      referenced interest in real property shall first be reduced by (a) the amount
      of
      any lien on such interest in real property that is senior to the Whole Loan,
      and
      (b) a proportionate amount of any lien on such interest in real property that
      is
      on a parity with the Whole Loan, and (2) the “Testing
      Date”
shall
      be the date on which the referenced Whole Loan was originated unless (a) such
      Whole Loan was modified after the date of its origination in a manner that
      would
      cause a “significant modification” of such Whole Loan within the meaning of
      Treasury Regulations Section 1.1001-3(b), and (b) such “significant
      modification” did not occur at a time when such Whole Loan was in default or
      when default with respect to such Whole Loan was reasonably foreseeable.
      However, if the referenced Whole Loan has been subjected to a “significant
      modification”, after the date of its origination and at a time when such Whole
      Loan was not in default or when default with respect to such Whole Loan was
      not
      reasonably foreseeable, the Testing Date shall be the date upon which the latest
      such “significant modification” occurred.

     

    31. There
      is
      no material and adverse environmental condition or circumstance affecting the
      Mortgaged Property; there is no material violation of any applicable
      Environmental 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    has
      occurred (other than payments due but not yet delinquent) which, with the
      passage of time or with notice and the expiration of any grace or cure period,
      would constitute a material default, breach, violation or event of acceleration,
      provided,
      however,
      that
      this representation and 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.

     

    32. With
      respect to each related Whole Loan, each related Mortgage and Assignment of
      Leases, together with applicable state law, contains customary and enforceable
      provisions for comparable mortgaged properties similarly situated such as to
      render the rights and remedies of the holder thereof adequate for the practical
      realization against the Mortgaged Property of the benefits of the security,
      including realization by judicial or, if applicable, non judicial foreclosure,
      subject to the effects of bankruptcy, insolvency, receivership, reorganization,
      moratorium, redemption, liquidation or other laws relating to or affecting
      the
      enforcement of creditors’ rights generally, or by general principles of equity
      (regardless of whether such enforcement is considered in a proceeding in equity
      or at law).

     

    33. No
      issuer
      of the applicable B Note Asset, no other participant or co-lender and no
      Mortgagor related to the applicable Whole Loan, is a debtor in any state or
      federal bankruptcy or insolvency proceeding.

     

    34. The
      related Whole Loan contains no equity participation by the lender or shared
      appreciation feature and does not provide for any contingent or additional
      interest in the form of participation in the cash flow of the related Mortgaged
      Property or provide for negative amortization.

     

    35. With
      respect to each related Whole Loan, subject to certain exceptions, which are
      customarily acceptable to prudent commercial and multifamily mortgage lending
      institutions lending on the security of property comparable to the related
      Mortgaged Property, each related Mortgage or loan agreement contains provisions
      for the acceleration of the payment of the unpaid principal balance of such
      Whole Loan if, without complying with the requirements of the Mortgage or loan
      agreement, (a) the related Mortgaged Property, or any controlling interest
      in
      the related Mortgagor, is directly transferred or sold (other than by reason
      of
      family and estate planning transfers, transfers by devise, descent or operation
      of law upon the death of a member, general partner or shareholder of the related
      borrower and transfers of less than a controlling interest (as such term is
      defined in the related Whole Loan documents) in a mortgagor, issuance of
      non-controlling new equity interests, transfers among existing members, partners
      or shareholders in the Mortgagor or an affiliate thereof, transfers among
      affiliated Mortgagors with respect to Whole Loans which are cross-collateralized
      or cross-defaulted with other mortgage loans or transfers of a similar nature
      to
      the foregoing meeting the requirements of the Whole Loan (such as pledges of
      ownership interests that do not result in a change of control) or a substitution
      or release of collateral within the parameters of paragraph (38) below), or
      (b)
      the related Mortgaged Property or controlling interest in the borrower is
      encumbered in connection with subordinate financing by a lien or security
      interest against the related Mortgaged Property, other than any existing
      permitted additional debt. The Whole Loan documents require 

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

    

    the
      borrower to pay all reasonable costs incurred by the Mortgagor with respect
      to
      any transfer, assumption or encumbrance requiring lender’s
      approval.

     

              
36. With
      respect to each Purchased Loan and the related Whole Loan, except as set forth
      in the related Mortgage Asset 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 applicable Purchased Loan was delivered to Buyer or its
      designee.

     

    37. Each
      related 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.

     

    38. Since
      origination, no material portion of any related Mortgaged Property has been
      released from the lien of the related Mortgage in any manner which materially
      and adversely affects the value of the Whole Loan or the Purchased Loan or
      materially interferes with the security intended to be provided by such
      Mortgage, and, except with respect to Whole Loans (a) which permit defeasance
      by
      means of substituting for the Mortgaged Property (or, in the case of an Whole
      Loan secured by multiple Underlying Mortgaged Properties, one or more of such
      Underlying Mortgaged Properties) “government securities” as defined in the
      Investment Company Act of 1940, as amended, sufficient to pay the Whole Loan
      (or
      portions thereof) in accordance with its terms, (b) where a release of the
      portion of the Mortgaged Property was contemplated at origination and such
      portion was not considered material as indicated in the Preliminary Due
      Diligence Package for the Whole Loan, (c) where release is conditional upon
      the
      satisfaction of certain customary conditions set forth in the Mortgage Loan
      documents and legal requirements and the payment of a release price that
      represents adequate consideration for such Mortgaged Property or the portion
      thereof that is being released, (d) which permit the related Mortgagor to
      substitute a replacement property in compliance with REMIC Provisions or (e)
      which permit the release(s) of unimproved out-parcels or other portions of
      the
      Mortgaged Property that will not have a material adverse effect on the
      underwritten value of the security for the Whole Loan or that were not allocated
      to any value in the Preliminary Due Diligence Package during the origination
      of
      the Whole Loan, the terms of the related Mortgage do not provide for release
      of
      any portion of the Mortgaged Property from the lien of the Mortgage except
      in
      consideration of payment in full therefor.

     

    39. With
      respect to each related Whole Loan, there are no material violations of any
      applicable zoning ordinances, building codes and land laws applicable to the
      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 Mortgaged Property. The Whole Loan
      documents require the Mortgaged Property to comply with all applicable laws
      and
      ordinances.

     

    40. No
      portion of the material improvements which were included for the purposes of
      determining the appraised value of any related Mortgaged Property at the time
      of
      the 


    
      
        
        

      

      
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              origination
      of the respective
      Whole Loan lies outside of the boundaries and building restriction lines of
      such
      property (except any Mortgaged Property the use of which constitutes a legal
      non-conforming use), to an extent which would have a material adverse effect
      on
      the value of the Mortgaged Property or related Mortgagor’s use and operation of
      such Mortgaged Property (unless affirmatively covered by title insurance) and
      no
      improvements on adjoining properties encroach upon such Mortgaged Property
      to
      any material and adverse extent (unless affirmatively covered by title
      insurance).

     

    41. The
      related Mortgagor has covenanted in its respective organizational documents
      and/or the Whole Loan documents to own no significant asset other than the
      related Underlying Mortgaged Properties, as applicable, and assets incidental
      to
      its respective ownership and operation of such Underlying Mortgaged Properties,
      and to hold itself out as being a legal entity, separate and apart from any
      other Person.

     

    42. With
      respect to each related Whole Loan, no advance of funds has been made other
      than
      pursuant to the loan documents, directly or indirectly, by Seller to the
      Mortgagor and no funds have been received from any Person other than the
      Mortgagor, for or on account of payments due on the Mortgage Note or the
      Mortgage related thereto.

     

    43. With
      respect to each related Whole Loan, as of the Purchase Date for the related
      Purchased Loan, there was no pending action, suit or proceeding, or governmental
      investigation of which it has received notice, against the Mortgagor or the
      related Mortgaged Property the adverse outcome of which could reasonably be
      expected to materially and adversely affect such Mortgagor’s ability to pay
      principal, interest or any other amounts due under such Whole Loan or the
      security intended to be provided by the Whole Loan documents or the current
      use
      of the Mortgaged Property.

     

    44. With
      respect to each related Whole Loan, if the related Mortgage is a deed of trust,
      a trustee, duly qualified under applicable law to serve as such, has either
      been
      properly designated and serving under such Mortgage or may be substituted in
      accordance with the Mortgage and applicable law.

     

    45. With
      respect to the Purchased Loan and each related Whole Loan, such Whole Loan
      and
      the Purchased Loan and all interest thereon (exclusive of any default interest,
      late charges or prepayment premiums) contracted for complied as of the date
      of
      origination with, or is exempt from, applicable state or federal laws,
      regulations and other requirements pertaining to usury.

     

    46. Each
      Whole Loan that is cross-collateralized is cross-collateralized only with other
      Mortgage Loans sold pursuant to this Agreement.

     

    47. The
      improvements located on the 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 Whole Loan,
      (ii) the value of such improvements on the 
       

      
        
          
          

        

        
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                related
        Mortgaged Property
        located in such flood hazard area or (iii) the maximum allowed under the
        related
        federal flood insurance program.

       

      48. All
        escrow deposits and payments required pursuant to the Whole Loan as of the
        Purchase Date required to be deposited with Seller in accordance with the
        Whole
        Loan documents have been so deposited, are in the possession, or under the
        control, of Seller or its agent and there are no deficiencies in connection
        therewith.

    

     

    49. With
      respect to each related Whole Loan, as of the Purchase Date, the related
      Mortgagor, the related lessee, franchisor or operator was in possession of
      all
      material licenses, permits and authorizations then required for use of the
      related Mortgaged Property by the related Mortgagor. The Whole Loan documents
      require the borrower to maintain all such licenses, permits and
      authorizations.

     

    50. With
      respect to the applicable B Note Asset and each related Whole Loan, the
      origination (or acquisition, as the case may be), servicing and collection
      practices used by Seller with respect to such Whole Loan have been in all
      respects legal and have met customary industry standards for servicing of
      commercial mortgage loans for conduit loan programs.

     

    51. With
      respect to each related Whole Loan, except for the interest of any Mortgagor
      in
      and to any Underlying Mortgaged Property which includes a Ground Lease, the
      related Mortgagor (or its affiliate) holds fee simple title to each related
      Mortgaged Property.

     

    52. The
      documents for each related Whole Loan provide that each such Whole Loan is
      non-recourse to the related Mortgagor except that the related Mortgagor and
      an
      additional guarantor accepts responsibility for any loss uncured due to fraud
      on
      the part of the Mortgagor and/or other intentional material misrepresentation.
      Furthermore, the documents for each related Whole Loan provide that the related
      Mortgagor and an additional guarantor shall be liable to the lender for losses
      incurred due to the misapplication or misappropriation of rents collected in
      advance or received by the related Mortgagor after the occurrence of an event
      of
      default and not paid to the Mortgagee or applied to the Mortgaged Property
      in
      the ordinary course of business, misapplication or conversion by the Mortgagor
      of insurance proceeds or condemnation awards or breach of the environmental
      covenants in the related Whole Loan documents.

     

    53. Subject
      to the exceptions set forth in paragraph (17) and upon possession of the
      Mortgaged Property as required under applicable state law, any Assignment of
      Leases set forth in the Mortgage or separate from the related Mortgage and
      related to and delivered in connection with each Whole Loan establishes and
      creates a valid, subsisting and enforceable lien and security interest in the
      related Mortgagor’s interest in all leases, subleases, licenses or other
      agreements pursuant to which any Person is entitled to occupy, use or possess
      all or any portion of the real property.

     

    54. With
      respect to each related Whole Loan, any prepayment premium and yield maintenance
      charge constitutes a “customary prepayment penalty” within the meaning of
      Treasury Regulations Section 1.860G-1(b)(2). 

    
      
        
          
          

        

        
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      55. If
      any
      related Whole Loan contains a provision for any defeasance of mortgage
      collateral, such Whole Loan permits defeasance (1) no earlier than two years
      after any securitization of the Whole Loan or the B Note Asset and (2) only
      with
      substitute collateral constituting “government securities” within the meaning of
      Treasury Regulations Section 1.860G-2(a)(8)(i) in an amount sufficient to make
      all scheduled payments under the Mortgage Note. No related Whole Loan was
      originated with the intent to collateralize a REMIC offering with obligations
      that are not real estate mortgages. In addition, if the Mortgage related to
      any
      such Whole Loan contains such a defeasance provision, it provides (or otherwise
      contains
      provisions pursuant to which the holder can require) that an opinion be provided
      to the effect that such holder has a first priority perfected security interest
      in the defeasance collateral. The related Whole Loan documents permit the lender
      to charge all of its expenses associated with a defeasance to the Mortgagor
      (including rating agencies’ fees, accounting fees and attorneys’ fees), and
      provide that the related Mortgagor must deliver (or otherwise, the Whole Loan
      documents contain certain provisions pursuant to which the lender can require)
      (a) an accountant’s certification as to the adequacy of the defeasance
      collateral to make payments under the related Whole Loan for the remainder
      of
      its term, (b) an opinion of counsel that the defeasance complies with all
      applicable REMIC Provisions, and (c) assurances from each applicable Rating
      Agency that the defeasance will not result in the withdrawal, downgrade or
      qualification of the ratings assigned to any certificates backed by the related
      Whole Loan or the B Note Asset. Notwithstanding the foregoing, some of the
      Whole
      Loan documents may not affirmatively contain all such requirements, but such
      requirements are effectively present in such documents due to the general
      obligation to comply with the REMIC Provisions and/or deliver a REMIC opinion
      of
      counsel.

     

    56. With
      respect to each related Whole Loan, to the extent required under applicable
      law
      as of the date of origination, and necessary for the enforceability or
      collectability of such Whole Loan, the originator of such Whole Loan was
      authorized to do business in the jurisdiction in which the related Mortgaged
      Property is located at all times when it originated and held the Whole
      Loan.

     

    57. Neither
      Seller nor any affiliate thereof has any obligation to make any capital
      contributions to the Mortgagor under any related Whole Loan.

     

    58. With
      respect to each related Whole Loan, the related Mortgaged Property is not
      encumbered, and none of the Whole Loan documents permits the related Mortgaged
      Property to be encumbered subsequent to the Purchase Date of the related
      Purchased Loan 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).

     

    59. With
      respect to each related Whole Loan, each related 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.

    

      
        
          
          

        

        
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      60. With
        respect to each related Whole Loan, an appraisal of the related Mortgaged
        Property was conducted in connection with the origination of such Whole 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 Whole Loan was
        originated.

    

     

    61. With
      respect to each related Whole Loan, the related Whole Loan documents require
      the
      Mortgagor to provide the Mortgagee with certain financial information at the
      times required under such Whole Loan documents.

     

    62. With
      respect to each related Whole Loan, the related Mortgaged Property is served
      by
      public utilities, water and sewer (or septic facilities) and otherwise
      appropriate for the use in which the Mortgaged Property is currently being
      utilized.

     

    63. With
      respect to each related 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 Loan 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 Whole 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.


    
      
        
        

      

      
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      (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 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 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 Whole 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 Mortgaged Property to the outstanding
      principal balance of such Whole Loan).

     

    (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.

    
      
        
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    REPRESENTATIONS
      AND WARRANTIES

    RE:
      PURCHASED LOANS CONSISTING OF MEZZANINE LOANS

     

    1. The
      Mezzanine Loan is a performing mezzanine loan secured by a pledge of all (or
      such lesser percentage as Buyer may agree to) of the Capital Stock of the owner
      of the Underlying Mortgaged Property (the “Underlying
      Property Owner”).

     

    2. 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.

     

    3. 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.

     

    4. 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.

     

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

     

    6. Except
      as
      included in the Preliminary Due Diligence 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.

     

    7. 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.

     

    8. 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.

     

    9. Other
      than consents and approvals obtained as of the related Purchase Date (including,
      without limitation under any intercreditor agreement with the holder of
      an

    
      
        
        

      

      
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    Underlying
      Mortgage Loan) 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.

     

    10. The
      Mezzanine Collateral is secured by a pledge of equity ownership interests in
      the
      related borrower under the Whole 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.

     

    11. 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.

     

    12. 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.

     

    13. 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.

     

    14. 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.

     

    15. 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 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

    
      
        
        

      

      
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    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.

     

    16. There
      is
      no (i) monetary default, breach or violation with respect to such Mezzanine
      Loan, the Whole Loan or any other obligation of the Underlying Property Owner,
      (ii) material non-monetary default, breach or violation with respect to such
      Mezzanine Loan, the Whole 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.

     

    17. 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 Whole Loan or other indebtedness in respect of the related 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.

     

    18. 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.

     

    19. 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.

     

    20. 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.

     

    21. The
      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.

     

    22. The
      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.

    
      
        
        

      

      
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    23. 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.

     

    24. 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.

     

    25. 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.

     

    26. 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.

     

    27. 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.

     

    28. 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.

     

    29. 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 Loan 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.

     

    30. As
      of the
      Purchase Date for the related Purchased Loan, 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 Whole Loan and there was no proceeding pending or,
      based solely upon the delivery of written notice

    
      
        
        

      

      
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    thereof
      from the appropriate condemning authority, threatened for the total or partial
      condemnation of such Underlying Mortgaged Property.

     

    31. 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
      Whole 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 Loan, all insurance coverage
      required under the Mezzanine Loan Documents and/or any Whole 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 Mortgaged Property; all premiums due and payable through
      the Purchase Date for the related Purchased Loan 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 Whole 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 Mortgaged Property or (ii) the reduction of the outstanding
      principal balance of the Whole 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 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 Mortgaged Property
      is located in Florida or within 25 miles of the coast of Texas, Louisiana,
      Mississippi, Alabama, Georgia, North Carolina

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    or
      South
      Carolina such Mortgaged Property is insured by windstorm insurance in an amount
      at least equal to the lesser of (i) the outstanding principal balance of such
      Whole 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.

     

    32. 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.

     

    33. 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 Whole 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.

     

    34. No
      borrower under the Mezzanine Loan nor any Mortgagor under any Whole Loan is
      a
      debtor in any state or federal bankruptcy or insolvency proceeding.

     

    35. 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.

     

    36. 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
      Whole
      Loan documents require the Mortgaged Property to comply with all applicable
      laws
      and ordinances.

     

    37. 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 Whole 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 effect 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

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    improvements
      on adjoining properties encroached upon such Underlying Mortgaged Property
      to
      any material and adverse extent (unless affirmatively covered by title
      insurance).

     

    38. As
      of the
      Purchase Date for the related Purchased Loan, there was no pending action,
      suit
      or proceeding, or governmental investigation of which the 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 Whole Loan.

     

    39. 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
      Whole 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.

     

    40. Except
      for any interest in an Underlying Mortgaged Property which is a Ground Lease,
      the related Underlying Property Owner (or its affiliate) holds fee simple title
      in each related Underlying Mortgaged Property.

     

    41. The
      related Underlying Mortgaged Property is not encumbered, and none of the
      Mezzanine Loan Documents or any Whole Loan documents permits the related
      Underlying Mortgaged Property to be encumbered subsequent to the Purchase Date
      of the related Purchased Loan 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).

     

    42. 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.

     

    43. An
      appraisal of the related Underlying Mortgaged Property was conducted in
      connection with the origination of the Whole 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 Whole Loan was originated.

     

    44. 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.

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    45. 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 Loan 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 Whole 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 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

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    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 Whole 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 Whole Loan).

     

    (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.


    
      
        
        

      

      
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    REPRESENTATIONS
      AND WARRANTIES

    RE:
      PURCHASED LOANS CONSISTING OF 

    PARTICIPATION
      INTERESTS IN MEZZANINE LOANS


     

    1. Such
      Asset is a senior or junior participation interest in a Mezzanine Loan (a
“Mezzanine
      Participation”).
      Seller has delivered to Buyer true and complete copies of any and all
      participation agreements, co-lender agreements, pooling and servicing agreements
      and/or other intercreditor agreements evidencing and/or governing the applicable
      Mezzanine Participation (collectively, the “Mezzanine
      Participation Documents”),
      such
      Mezzanine Participation Documents have not been modified or amended except
      pursuant to any documents delivered to Buyer and no default by Seller or, to
      Seller’s knowledge, any other party thereto exists as of the Purchase Date.


     

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

     

    3. 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
      Participation, and Seller is transferring such Mezzanine Participation free
      and
      clear of any and all liens, pledges, encumbrances, charges, security interests
      or any other ownership interests of any nature encumbering such Mezzanine
      Participation. Upon consummation of the purchase contemplated to occur in
      respect of such Mezzanine Participation on the Purchase Date therefor, Seller
      will have validly and effectively conveyed to Buyer all legal and beneficial
      interest in and to such Mezzanine Participation free and clear of any pledge,
      lien, encumbrance or security interest.

     

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

     

    5. All
      information contained in the related Preliminary Due Diligence Package (or
      as
      otherwise provided to Buyer) in respect of such Mezzanine Participation is
      accurate and complete in all material respects.

     

    6. Except
      as
      included in the Preliminary Due Diligence 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
      Participation 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.

     

    7. Seller
      has full right, power and authority to sell and assign such Mezzanine
      Participation and such 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.

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    8. Other
      than consents and approvals obtained as of the related Purchase Date (including,
      without limitation, any and all consents and approvals (or “no downgrade” or
      similar ratings confirmations) required under the related Mezzanine
      Participation Documents from any other participant, co-lender, servicer, special
      servicer, the holder of any Underlying Mortgage Loan or Rating Agency), no
      consent or approval by any Person is required in connection with Seller’s sale
      and/or Buyer’s acquisition of such Mezzanine Participation, for Buyer’s exercise
      of any rights or remedies in respect of such Mezzanine Participation or for
      Buyer’s sale, pledge or other disposition of such 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.

     

    9. 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 Participation.

     

    10. Seller
      has delivered to Buyer or its designee the original participation certificate
      or
      other similar indicia of ownership of such 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).

     

    11. 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 Participation or the
      related Whole Loan in respect of the related Underlying Mortgaged Property
      and
      there is no provision in any such agreement which would provide for any increase
      in the principal amount of any such lien or other interest.

     

    12. No
      (i)
      monetary default, breach or violation exists with respect to any agreement
      or
      other document governing or pertaining to such Mezzanine Participation, the
      related Whole Loan or any other obligation of the Mezzanine Borrower, (ii)
      material non-monetary default, breach or violation exists with respect to such
      Mezzanine Participation, the related Whole Loan or any other obligation of
      the
      Mezzanine Borrower, 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.

     

    13. All
      of
      the representations and warranties applicable to Mezzanine Loans above are
      true
      and correct with respect to the related Whole Loan in all material
      respects.



    
      
        
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    REPRESENTATIONS
      AND WARRANTIES

    RE:
      PURCHASED SECURITIES


     

    1. The
      Purchased Security 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.

     

    2. 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 Purchased
      Security, and Seller is transferring such Purchased Security free and clear
      of
      any and all liens, pledges, encumbrances, charges, security interests or any
      other ownership interests of any nature encumbering such Purchased
      Security.

     

    3. Seller
      has full right, power and authority to sell and assign such Purchased Security
      and such Purchased Security 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.

     

    4. Other
      than consents and approvals obtained as of the related Purchase Date or those
      already granted in the related documents governing such Purchased Security,
      no
      consent or approval by any Person is required in connection with Buyer’s
      acquisition of such Purchased Security, for Buyer’s exercise of any rights or
      remedies in respect of such Purchased Security or for Buyer’s sale or other
      disposition of such Purchased Security. 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.

     

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

     

    6. The
      Purchased Security is a certificated security in registered form, or is in
      uncertificated form and held through the facilities of (a) The Depository Trust
      Corporation in New York, New York, or (b) such other clearing organization
      or
      book-entry system as is designated in writing by the Buyer.

     

    7. With
      respect to any Purchased Security that is a certificated security, Seller has
      delivered to Buyer or its designee such certificated security, along with any
      and all certificates, assignments, bond powers executed in blank, necessary
      to
      transfer such certificated security under the issuing documents of such
      Purchased Security.

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    8. All
      information contained in the related Preliminary Due Diligence Package (or
      as
      otherwise provided to Buyer) in respect of such Purchased Security is accurate
      and complete in all material respects.

     

    9. As
      of the
      date of its issuance, such Purchased Security 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.

     

    10. Except
      as
      included in the Preliminary Due Diligence Package, there is no document that
      by
      its terms modifies or affects the rights and obligations of the holder of such
      Purchased Security, the terms of the related pooling and servicing agreement
      or
      any other agreement relating to the Purchased Security, and, since issuance,
      there has been no material change or waiver to any term or provision of any
      such
      document, instrument or agreement.

     

    11. There
      is
      no (i) monetary default, breach or violation exists with respect to any pooling
      and servicing agreement or other document governing or pertaining to such
      Purchased Security, (ii) material non-monetary default, breach or violation
      exists with respect to any such agreement or other document or other document
      governing or pertaining to such Purchased Security, 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
      under such documents and agreements.

     

    12. 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 Purchased Security.

     

    13. Except
      as
      including in the Preliminary Due Diligence Package, (i) no interest shortfalls
      have occurred and no realized losses have been applied to any Purchased Security
      or otherwise incurred with respect to any mortgage loan related to such
      Purchased Security nor any class of Purchased Security issued under the same
      governing documents as any Purchased Security, and (ii) the Seller is not aware
      of any circumstances that could have a Material Adverse Effect on the Purchased
      Security.

     

    14. There
      are
      no circumstances or conditions with respect to the Purchased Security, the
      Mortgaged Property or the related Mortgagor’s credit standing that can
      reasonably be expected to cause private institutional investors to regard the
      Purchased Security as an unacceptable investment or adversely affect the value
      or marketability of the Purchased Security.

     

    15. 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 Purchased Security is
      or
      may become obligated.

     

    16. 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 Purchased Security.

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    17. No
      servicer of the Purchased Security has made any advances, directly or
      indirectly, with respect to the Purchased Security or to any mortgage loan
      relating to such Purchased Security.

    
      
        41

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    REPRESENTATIONS
      AND WARRANTIES 

    RE:
      PURCHASED PREFERRED EQUITY ASSETS


    


    1. Seller
      has delivered to Buyer true and complete copies of each of the Preferred Equity
      Asset Documents (as defined below) for the applicable Preferred Equity
      Investment Entity and same have not been modified, amended or waived except
      pursuant to any document delivered to Buyer and no default exists thereunder
      by
      Seller or, to Seller’s knowledge, any other party thereto.

     

    2. Seller
      has obtained and delivered to Buyer any and all consents and approvals of the
      other shareholders, partners or members of the Preferred Equity Investment
      Entity, and any other Persons holding any direct or indirect ownership interests
      in the Preferred Equity Investment Entity, to the sale of such Preferred Equity
      Asset to Buyer hereunder.

     

    3. Neither
      the Preferred Equity Investment Entity nor any Person holding any direct or
      indirect ownership interest therein is a debtor in any state or federal
      bankruptcy or insolvency proceeding.

     

    4. The
      Preferred Equity Asset Documents have been duly and properly executed, are
      legal, valid and binding obligations of each party to the applicable Preferred
      Equity Investment Entity and their terms are enforceable against such parties,
      subject only to bankruptcy, insolvency, moratorium, fraudulent transfer,
      fraudulent conveyance and similar laws affecting rights of creditors generally
      and to the application of general principles of equity.

     

    5. The
      Underlying Mortgaged Property is insured by an ALTA owner’s title insurance
      policy or its equivalent as adopted in the applicable jurisdiction issued by
      one
      or more nationally recognized title insurance companies, insuring the Preferred
      Equity Investment Entity (or Underlying Property Owner), its successors and
      assigns, as to the fee or leasehold title of such entity in and to the
      Underlying Mortgaged Property, subject only to Title Exceptions and any Mortgage
      securing any Underlying Mortgage Loan. To the actual knowledge of Seller, no
      material claims have been made under such title policy.

     

    6. All
      of
      the following representations and warranties applicable to Mezzanine Loans
      above
      are true and correct with respect to the applicable Preferred Equity Asset
      in
      all material respects: 3, 4, 5, 6, 7, 8, 9, 12, 13, 15, 16, 17, 24, 26, 27,
      29,
      30, 31, 33, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44 and 45 (except that for
      purposes hereof, the following terms wherever they appear in the Mezzanine
      Loan
      representations shall have the following meanings: (i) the term “Mezzanine Loan”
shall mean the applicable Preferred Equity Asset; (ii) the term “Mezzanine Loan
      Documents” shall mean the applicable Preferred Equity Asset Documents; and (iii)
      the term “Mezzanine Lender” shall mean the holder of the Preferred Equity Asset.



    
      
        
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    EXHIBIT
      VII

     

    
      	
              COLLATERAL
                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:

            
	
              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:

            
	
              Underwritten
                Replacement Reserves:

            
	
              Underwritten
                Management Fees:

            


    

    
      

        

      

      
        
          *
            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

           

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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. 125%):

            
	
              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:

            


    


    
      
        
          


          NY1
            6015670v.7

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      VIII

     

    ADVANCE
      PROCEDURE

     

    [THIS
      EXHIBIT IS SUBJECT TO REVIEW BY NATIXIS]

     

    Final
      Approval of New Collateral Which is an Eligible Security/Preliminary Approval
      of
      New Collateral Which is an Eligible Loan or Eligible Preferred Equity
      Asset.

     

    (a) Seller
      may, from time to time, submit to Buyer a Preliminary Due Diligence Package
      for
      Buyer's review and approval in order to enter into a Transaction with respect
      to
      any New Collateral that Seller proposes to be included as Collateral under
      the
      Agreement.

     

    (b) Upon
      Buyer's receipt of a complete Preliminary Due Diligence Package, Buyer, within
      five (5) Business Days, shall have the right to request, in Buyer's good faith
      business judgment, additional diligence materials and deliveries that Buyer
      shall specify on a Supplemental Due Diligence List. Upon Buyer's receipt of
      all
      of the Diligence Materials or Buyer's waiver thereof, Buyer within ten (10)
      Business Days and following receipt of internal credit approval, shall either
      (i) notify Seller of the Purchase Price and the Market Value for the New
      Collateral or (ii) deny, in Buyer's sole and absolute discretion, Seller's
      request for a Transaction. Buyer's failure to respond to Seller within ten
      (10)
      Business Days, as applicable, shall be deemed to be a denial of Seller's request
      for an Advance, unless Buyer and Seller have agreed otherwise in
      writing.

     

    Final
      Approval of New Collateral which is an Eligible Loan or Eligible Preferred
      Equity Asset.
      Upon
      Buyer's notification to Seller of the Purchase Price and the Market Value for
      any New Collateral which is an Eligible Loan or Eligible Preferred Equity Asset,
      Seller shall, if Seller desires to enter into a Transaction with respect to
      such
      New Collateral, satisfy the conditions set forth below (in addition to
      satisfying the conditions precedent to obtaining each advance, as set forth
      in
      Section 3(b) of this Agreement) as a condition precedent to Buyer's approval
      of
      such New Collateral as Collateral, all in a manner reasonably satisfactory
      to
      Buyer and pursuant to documentation reasonably satisfactory to
      Buyer:

     

    (c) Delivery
      of Purchased Asset Documents.
      Seller
      shall deliver to Buyer: (i) with respect to New Collateral that is Pre-Existing
      Collateral, each of the Purchased Loan Documents or Purchased Preferred Equity
      Asset Documents, except Purchased Loan Documents or Purchased Preferred Equity
      Asset Documents that Seller expressly and specifically disclosed in Seller's
      Preliminary Due Diligence Package were not in Seller's possession; and (ii)
      with
      respect to New Collateral that is Originated Collateral, each of the Purchased
      Loan Documents or Purchased Preferred Equity Asset Documents. 

     

    (d) Environmental
      and Engineering.
      Buyer
      shall have received a “Phase 1” (and, if necessary, “Phase 2”) environmental
      report, an asbestos survey, if applicable, and

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    an
      engineering report, with respect to each Mortgaged Property or Underlying
      Mortgaged Property each in form reasonably satisfactory to Buyer, by an engineer
      or environmental consultant reasonably approved by Buyer.

     

    (e) Appraisal.
      Buyer
      shall have received either an appraisal with respect to each Mortgaged Property
      or Underlying Mortgaged Property approved by Buyer or a Draft Appraisal, each
      by
      an MAI appraiser. If Buyer receives only a Draft Appraisal prior to entering
      into a Transaction, Seller shall deliver an appraisal with respect to each
      Mortgaged Property or Underlying Mortgaged Property approved by Buyer by an
      MAI
      appraiser on or before thirty (30) days after the Purchase Date.

     

    (f) Insurance.
      Buyer
      shall have received certificates or other evidence of insurance demonstrating
      insurance coverage in respect of the Mortgaged Property or Underlying Mortgaged
      Property 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 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.

     

    (g) Survey.
      Buyer
      shall have received all surveys of the Mortgaged Property that are in Seller's
      possession.

     

    (h) Lien
      Search Reports.
      Buyer
      or Buyer's counsel shall have received, 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 acceptable to
      Buyer with respect to the Eligible Loan or Eligible Preferred Equity Asset,
      Mortgaged Property or Underlying Mortgaged Property, Seller and Mortgagor or
      Mezzanine Borrower, such searches to be conducted in each location Buyer shall
      reasonably designate.

     

    (i) Opinions
      of Counsel.
      Buyer
      shall have received copies of all legal opinions in the Seller’s possession with
      respect to the Eligible Loan or Eligible Preferred Equity Asset which shall
      be
      in form and substance reasonably satisfactory to Buyer.

     

    (j) Additional
      Real Estate Matters.
      Seller
      shall have delivered to Buyer to the extent in Seller's possession such other
      real estate related certificates and documentation as may have been requested
      by
      Buyer, such as: (i) certificates of occupancy issued by the appropriate
      Governmental Authority and either letters certifying that the Mortgaged Property
      or Underlying Mortgaged Property is in compliance with all applicable zoning
      laws issued by the appropriate Governmental Authority or evidence that the
      related Title Policy includes a zoning endorsement and (ii) abstracts of all
      leases in effect at the Mortgaged Property or Underlying Mortgaged Property
      and
      estoppel certificates, in form and substance acceptable to Buyer, from any
      ground lessor and from any tenant that occupies 7.5% or more of the rentable
      space at the Mortgaged Property or Underlying Mortgaged Property, and in any
      event from tenants whose occupancies aggregate not less

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    than
      70%
      of the occupied rentable square footage at the Mortgaged Property or Underlying
      Mortgaged Property.

     

    (k) Other
      Documents.
      Buyer
      shall have received such other documents as Buyer or its counsel shall
      reasonably deem necessary.

     

    Within
      five (5) Business Days of Seller's satisfaction of all of the conditions
      enumerated in clauses (a) through (i) above, Buyer shall either (i) if the
      Purchased Asset Documents with respect to the New Collateral are not reasonably
      satisfactory in form and substance to Buyer, notify Seller that Buyer has not
      approved the New Collateral as Collateral or (ii) notify Seller that Buyer
      has
      approved the New Collateral as Collateral. Buyer's failure to respond to Seller
      within two (2) Business Days shall be deemed to be a denial of Seller's request
      that Buyer approve the New Collateral, unless Buyer and Seller have agreed
      otherwise in writing.]



    
      
        
          NY1
            6015670v.7

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      IX

     

    FORM
      OF RE-DIRECTION LETTER

     

    [SELLER]

     

    [LETTERHEAD]

     

    REDIRECTION
      LETTER

     

    AS
      OF
      [ ],
      200[
      ]

     

    Ladies
      and Gentlemen:

     

    Please
      refer to: (a) that certain [Loan Agreement], dated [  ],
      200[
      ], by and among [  ]
      (the
“Borrower”), as borrower, and RCC Real Estate SPE 3, LLC (the “Lender”), as
      lender; and (b) all documents securing or relating to that certain
      $[  ]
      loan
      made by the Lender to the Borrower on [  ],
      200[ ]
      (the “Loan”).

     

    You
      are
      advised as follows, effective as of the date of this letter.

     

    Assignment
      of the Loan.
      The
      Lender has entered into a Master Repurchase Agreement, dated as April 12, 2007
      (as the same may be amended and/or restated from time to time, the “Repo
      Agreement”), with Natixis Real Estate Capital Inc. (“Natixis”),
      9
      West 57th
      Street,
      New York, New York 10019, and has assigned its rights and interests in the
      Loan
      (and all of its rights and remedies in respect of the Loan) to Natixis. This
      assignment shall remain in effect unless and until Natixis has notified Borrower
      otherwise in writing.

     

    Direction
      of Funds.
      In
      connection with Lender’s obligations under the Repo Agreement, Lender hereby
      directs Borrower to disburse, by wire transfer, any and all payments to be
      made
      under or in respect of the Loan to the following account at LaSalle Bank for
      the
      benefit of NATIXIS:

     

    LaSalle
      Bank Chicago 

    ABA
      _________

    BNF:
      LaSalle Trust

    Account:
      _______

    Attn:
      Natixis RCC, _______ x ___

     

    This
      direction shall remain in effect unless and until Natixis has notified Borrower
      otherwise in writing.

     

    Modifications,
      Waivers, Etc.
      No
      modification, waiver, deferral, or release (in whole or in part) of any party’s
      obligations in respect of the Loan, or of any collateral for any obligations
      in
      respect of the Loan, shall be effective without the prior written consent of
      Natixis.

     

    Please
      acknowledge your acceptance of the terms and directions contained in this
      correspondence by executing a counterpart of this correspondence and returning
      it to the undersigned.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Signature
      Page Follows]

     

    Very
      truly yours,


     

    [SELLER],

    a
      

     

    By:
      ______________________________

    Name:____________________________

    Title:_____________________________

    Date:
      [  ],
      200[
      ]

     

    Agreed
      and accepted this [ ] 

    day
      of
      [ ],
      200[
      ]

     

    [   ]

     

    By:______________________

    Name:
      ___________________

    Title:
      ____________________