OF TABERNA VIII AND TABERNA IX HOLD A 50% INTEREST), PURSUANT TO SUCH
ASSIGNMENT AND ASSUMPTION DOCUMENTS IN FORM AND SUBSTANCE AS REASONABLY AGREED
BY THE PARTIES, AS TO THE WALGREEN MEZZ LOAN (AS HEREINAFTER DEFINED),
(COLLECTIVELY, THE WALGREEN'S MEZZ LOAN ASSIGNMENT DOCUMENTS"), AND AS TO THE
FORESTVILLE MORTGAGE LOAN (AS HEREINAFTER DEFINED), (COLLECTIVELY, THE
"FORESTVILLE MORTGAGE LOAN ASSIGNMENT DOCUMENTS") THE FOLLOWING (COLLECTIVELY,
THE "REPLACEMENT COLLATERAL"):
(I)
THE COMPANY'S UNDIVIDED 64.609% CO-LENDER INTEREST IN THOSE SIX
(6) CERTAIN MEZZANINE LOANS (EACH, A "MEZZ LOAN" AND COLLECTIVELY, THE
"WALGREEN'S MEZZ LOAN") MADE BY CAPMARK FINANCE, INC. (FORMERLY KNOWN AS GMAC
COMMERCIAL MORTGAGE CORPORATION) TO DCWI ONE MEZZ, LLC, DCWI TWO MEZZ, LLC, DCWI
THREE MEZZ, LLC, DCWI FOUR MEZZ, LLC, DCWI FIVE MEZZ, LLC, AND DCWI SIX MEZZ,
LLC (COLLECTIVELY, THE "WALGREEN'S MEZZ LOAN BORROWERS"), EACH MEZZ LOAN AS
EVIDENCED AND SECURED BY THE APPLICABLE MEZZANINE LOAN DOCUMENTS (EACH AS
DEFINED IN THE APPLICABLE WALGREEN'S MEZZ LOAN ASSIGNMENT DOCUMENTS), WITH A
CURRENT OUTSTANDING AGGREGATE PRINCIPAL MEZZANINE LOAN BALANCE (IN RESPECT OF
SUCH UNDIVIDED 64.609% CO-LENDER INTEREST) OF APPROXIMATELY $11.063 MILLION,
TOGETHER WITH ALL OF THE APPLICABLE MEZZANINE LOAN DOCUMENTS AND ALL OF THE
APPLICABLE OTHER DOCUMENTS SUBJECT TO THE APPLICABLE INTERCREDITOR AGREEMENTS,
CO-LENDING AGREEMENT, SERVICING AGREEMENT AND POOLING AND SERVICING AGREEMENT TO
THE EXTENT APPLICABLE TO EACH MEZZ LOAN (EACH AS DEFINED IN THE APPLICABLE
WALGREEN'S MEZZ LOAN ASSIGNMENT DOCUMENTS);
(II)
THAT CERTAIN FIRST MORTGAGE LOAN EVIDENCED BY A PROMISSORY NOTE
EXECUTED BY BTR KAVERTON LLC, IN FAVOR OF THE COMPANY IN THE ORIGINAL STATED
PRINCIPAL AMOUNT OF $3,400,000.00 (THE "FORESTVILLE NOTE") SECURED BY REAL
PROPERTY KNOWN AS FORESTVILLE PLAZA OFFICE CONDOMINIUMS, PRINCE GEORGE COUNTY,
MD, LESS ANY PARTIAL RELEASE OF PROPERTY AS SET FORTH BY IN THE MOST RECENT
LENDER'S TITLE POLICY (THE "FORESTVILLE PREMISES"), HAVING A CURRENT OUTSTANDING
BALANCE OF $1,658,225.49 (THE "FORESTVILLE MORTGAGE LOAN"), TOGETHER WITH ALL OF
THE LOAN DOCUMENTS (AS DEFINED IN THE FORESTVILLE MORTGAGE LOAN ASSIGNMENT
DOCUMENTS) ALL OTHER DOCUMENTS AND ALSO INCLUDING ALL SALES PROCEEDS ACTUALLY
RECEIVED BY THE COMPANY IN DECEMBER 2009 (IN THE AMOUNT OF $863,262) AS A
PARTIAL PRINCIPAL PAY DOWN OF THE FORESTVILLE NOTE AND ANY OTHER SALE PROCEEDS
ACTUALLY RECEIVED BY THE COMPANY WITH RESPECT TO ANY PARTIAL RELEASE OF
FORESTVILLE PREMISES FROM NOVEMBER 28, 2009 THROUGH THE CLOSING DATE; AND
(III)
THAT CERTAIN CMBS BOND TITLED JPMCC 2006-LDP8H (CUSIP# 46629MAW5)
HAVING AN AGGREGATE PRINCIPAL BALANCE OF $500,000 (THE "CMBS BOND"),
UPON THE TERMS AND CONDITIONS SET FORTH HEREIN (THE "EXCHANGE").
5
(B)
THE CLOSING OF THE EXCHANGE CONTEMPLATED HEREIN SHALL OCCUR AT THE
OFFICES OF DECHERT LLP IN PHILADELPHIA, PENNSYLVANIA (THE "CLOSING ROOM"), OR
SUCH OTHER PLACE AS THE PARTIES HERETO SHALL AGREE, AT 11:00 A.M. NEW YORK TIME,
ON JANUARY 29, 2010, OR SUCH LATER DATE AS THE PARTIES MAY AGREE (SUCH DATE AND
TIME OF DELIVERY THE "CLOSING DATE").
THE COMPANY AND TABERNA HEREBY AGREE THAT
THE EXCHANGE WILL OCCUR IN ACCORDANCE WITH THE FOLLOWING REQUIREMENTS:
(I)
TABERNA CAPITAL (AS COLLATERAL MANAGER FOR TABERNA) SHALL