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RBC Mortgage Loan Purchase Agreement

Mortgage Agreement

RBC Mortgage Loan Purchase Agreement | Document Parties: MORGAN STANLEY CAPITAL I TRUST 2007-IQ16 | Capmark Finance Inc | MORGAN STANLEY CAPITAL I INC | ROYAL BANK OF CANADA You are currently viewing:
This Mortgage Agreement involves

MORGAN STANLEY CAPITAL I TRUST 2007-IQ16 | Capmark Finance Inc | MORGAN STANLEY CAPITAL I INC | ROYAL BANK OF CANADA

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Title: RBC Mortgage Loan Purchase Agreement
Governing Law: Delaware     Date: 12/13/2007
Law Firm: Cadwalader Wickersham    

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                                  Exhibit 99.3

                      RBC Mortgage Loan Purchase Agreement

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT
                                   (RBC LOANS)

               Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
November 1, 2007, between Royal Bank of Canada, acting through its branch
located at One Liberty Plaza, New York, NY 10006-1404 (the "Seller") and Morgan
Stanley Capital I Inc. (the "Purchaser").

                The Seller agrees to sell, and the Purchaser agrees to purchase,
certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans") as
described herein. The Purchaser will convey the Mortgage Loans to a trust (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 1, 2007, between the Purchaser, as
depositor, Capmark Finance Inc., as Capmark Master Servicer, Wells Fargo Bank,
National Association, as Wells Fargo Master Servicer (together with its
successors and assigns, the "Master Servicer"), NCB, FSB, as NCB Master
Servicer, Centerline Servicing Inc., as General Special Servicer (the "Special
Servicer"), National Consumer Cooperative Bank, as Co-op Special Servicer,
LaSalle Bank National Association, as Trustee and Custodian, and Wells Fargo
Bank, National Association, as Paying Agent, Certificate Registrar and
Authenticating Agent. In exchange for the Mortgage Loans and certain other
mortgage loans (the "Other Mortgage Loans") to be purchased by the Purchaser,
the Trust will issue to the Depositor pass-through certificates to be known as
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-IQ16 (the "Certificates"). The Certificates will be issued pursuant
to the Pooling and Servicing Agreement.

               Capitalized terms used herein but not defined herein shall have
the meanings assigned to them in the Pooling and Servicing Agreement.

               The Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class
A-M, Class A-MFL, Class A-MA, Class A-J, Class A-JFL and Class A-JA Certificates
(the "Public Certificates") will be sold by the Purchaser to Morgan Stanley &
Co. Incorporated, Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner
& Smith (except with respect to the Class A-4 Certificates) and RBC Capital
Markets Corporation (collectively, the "Underwriters"), pursuant to an
Underwriting Agreement, between the Purchaser and the Underwriters, dated
November 15, 2007 (the "Underwriting Agreement"), and the Class X-1, Class X-2,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class S, Class EI, Class
R-I, Class R-II and Class R-III Certificates (collectively, the "Private
Certificates") will be sold by the Purchaser to Morgan Stanley & Co.
Incorporated (in such capacity, the "Initial Purchaser") pursuant to a
Certificate Purchase Agreement, between the Purchaser and the Initial Purchaser,
dated November 15, 2007 (the "Certificate Purchase Agreement"). The Underwriters
will offer the Public Certificates for sale publicly pursuant to a Prospectus
dated June 22, 2007, as supplemented by a Prospectus Supplement dated November
15, 2007 (together, the "Prospectus Supplement"), and the Initial Purchaser will
offer the Private Certificates (other than the Class EI, Class R-I, Class R-II
and Class R-III Certificates) for sale in transactions exempt from the
registration requirements of the Securities Act of 1933 pursuant to a Private
Placement Memorandum, dated as of November 15, 2007 (the "Memorandum").

               In consideration of the mutual agreements contained herein, the
Seller and the Purchaser hereby agree as follows:

                Section 1. Agreement to Purchase. The Seller agrees to sell, and
the Purchaser agrees to purchase, on a servicing released basis, the Mortgage
Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto
as Exhibit 1, as such schedule may be amended from time to time prior to the
Closing Date to reflect the actual Mortgage Loans accepted by the Purchaser
pursuant to the terms hereof. The Mortgage Loans and the Other Mortgage Loans
will have an aggregate principal balance as of the close of business on the
Cut-Off Date, after giving effect to any payments due on or before such date,
whether or not received, of approximately $165,728,100. The sale of the Mortgage
Loans shall take place on November 29, 2007 or such other date as shall be
mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by the Purchaser for the Mortgage Loans shall equal the amount
set forth as such purchase price in the Bill of Sale (as defined below). The
purchase price shall be paid to the Seller by wire transfer in immediately
available funds on the Closing Date.

               Notwithstanding anything to the contrary in this Agreement, with
respect to the Mortgage Loans originated or acquired by the Seller and subject
to defeasance, the Seller shall retain the right to designate and establish the
successor borrower and to purchase or cause the purchase on behalf of the
related borrower of the related defeasance collateral ("Seller Defeasance Rights
and Obligations"). In the event the Master Servicer receives notice of a
defeasance request with respect to a Mortgage Loan originated or acquired by the
Seller and subject to defeasance, the Master Servicer shall provide upon receipt
of such notice, written notice of such defeasance request to the Seller or its
assignee. Until such time as the Seller provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with Seller Defeasance Rights and
Obligations shall be delivered to the Seller pursuant to the notice provisions
of the Pooling and Servicing Agreement.

               On the Closing Date, the Purchaser will assign to the Trustee
pursuant to the Pooling and Servicing Agreement all of its right, title and
interest in and to the Mortgage Loans and its rights under this Agreement (to
the extent set forth in Section 15), and the Trustee shall succeed to such
right, title and interest in and to the Mortgage Loans and the Purchaser's
rights under this Agreement (to the extent set forth in Section 15).

                Section 2. Conveyance of Mortgage Loans. Effective as of the
Closing Date, subject only to receipt of the consideration referred to in
Section 1 hereof and the satisfaction of the conditions specified in Sections 6
and 7 hereof, the Seller does hereby transfer, assign, set over and otherwise
convey to the Purchaser, without recourse, all the right, title and interest of
the Seller, with the understanding that a Servicing Rights Purchase Agreement,
dated November 29, 2007, will be executed by the Seller and the Master Servicer,
in and to the Mortgage Loans identified on the Mortgage Loan Schedule as of the
Closing Date. The Mortgage Loan Schedule, as it may be amended from time to time
on or prior to the Closing Date, shall conform to the requirements of this
Agreement and the Pooling and Servicing Agreement. In connection with such
transfer and assignment, the Seller shall deliver to the Custodian on behalf of
the Trustee, on behalf of the Purchaser, on or prior to the Closing Date, the
Mortgage Note (as described in clause (a) below) for each Mortgage Loan and on
or prior to the fifth Business Day after the Closing Date, five limited powers
of attorney substantially in the form attached hereto as Exhibit 4 in favor of
the Trustee, the Master Servicer and the Special Servicer to empower the
Trustee, the Master Servicer and, in the event of the failure or incapacity of
the Trustee and the Master Servicer, the Special Servicer, to submit for
recording, at the expense of the Seller, any mortgage loan documents required to
be recorded as described in the Pooling and Servicing Agreement and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files (so long as original counterparts have
previously been delivered to the Trustee). The Seller agrees to reasonably
cooperate with the Trustee, the Master Servicer and the Special Servicer in
connection with any additional powers of attorney or revisions thereto that are
requested by such parties for purposes of such recordation. The parties hereto
agree that no such power of attorney shall be used with respect to any Mortgage
Loan by or under authorization by any party hereto except to the extent that the
absence of a document described in the second preceding sentence with respect to
such Mortgage Loan remains unremedied as of the earlier of (i) the date that is
180 days following the delivery of notice of such absence to the Seller, but in
no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Custodian shall submit such documents for recording, at the Seller's expense,
after the periods set forth above; provided, however, the Custodian shall not
submit such assignments for recording if the Seller produces evidence that it
has sent any such assignment for recording and certifies that the Seller is
awaiting its return from the applicable recording office. In addition, not later
than the 30th day following the Closing Date, the Seller shall deliver to the
Custodian on behalf of the Trustee each of the remaining documents or
instruments specified below (with such exceptions and additional time periods as
are permitted by this Section) with respect to each Mortgage Loan (each, a
"Mortgage File"). (The Seller acknowledges that the term "without recourse" does
not modify the duties of the Seller under Section 5 hereof.)

               All Mortgage Files, or portions thereof, delivered prior to the
Closing Date are to be held by the Custodian on behalf of the Trustee in escrow
on behalf of the Seller at all times prior to the Closing Date. The Mortgage
Files shall be released from escrow upon closing of the sale of the Mortgage
Loans and payments of the purchase price therefor as contemplated hereby. The
Mortgage File for each Mortgage Loan shall contain the following documents:

               (a) The original Mortgage Note bearing all intervening
endorsements, endorsed by an allonge attached thereto or endorsed in blank or
endorsed "Pay to the order of LaSalle Bank National Association, as Trustee for
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-IQ16, without recourse, representation or warranty" or if the
original Mortgage Note is not included therein, then a lost note affidavit and
indemnity, with a copy of the Mortgage Note attached thereto;

               (b) The original Mortgage, with evidence of recording thereon,
and, if the Mortgage was executed pursuant to a power of attorney, a certified
true copy of the power of attorney certified by the public recorder's office,
with evidence of recording thereon (if recording is customary in the
jurisdiction in which such power of attorney was executed), or certified by a
title insurance company or escrow company to be a true copy thereof; provided
that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 90th day following the Closing Date because of a
delay caused by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage has been lost,
the Seller shall deliver or cause to be delivered to the Trustee a true and
correct copy of such Mortgage, together with (i) in the case of a delay caused
by the public recording office, an Authorized Person's Certificate (as defined
below) of the Seller stating that such original Mortgage has been sent to the
appropriate public recording official for recordation or (ii) in the case of an
original Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such Mortgage is recorded that such
copy is a true and complete copy of the original recorded Mortgage;

               (c) The originals of all agreements modifying a Money Term or
other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon (if applicable) or if any such original
modification, consolidation or extension agreement has been delivered to the
appropriate recording office for recordation and either has not yet been
returned on or prior to the 90th day following the Closing Date with evidence of
recordation thereon or has been lost after recordation, a true copy of such
modification, consolidation or extension certified by the Seller together with
(i) in the case of a delay caused by the public recording office, an Authorized
Person's Certificate of the Seller stating that such original modification,
consolidation or extension agreement has been dispatched or sent to the
appropriate public recording official for recordation or (ii) in the case of an
original modification, consolidation or extension agreement that has been lost
after recordation, a certification by the appropriate county recording office
where such document is recorded that such copy is a true and complete copy of
the original recorded modification, consolidation or extension agreement, and
the originals of all assumption agreements, if any;

               (d) An original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording (except for recording information
not yet available if the instrument being recorded has not been returned from
the applicable recording office), signed by the holder of record in blank or in
favor of "LaSalle Bank National Association, as Trustee for Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2007-IQ16";

               (e) Originals of all intervening assignments of Mortgage, if any,
with evidence of recording thereon or, if such original assignments of Mortgage
have been delivered to the appropriate recorder's office for recordation,
certified true copies of such assignments of Mortgage certified by the Seller,
or in the case of an original blanket intervening assignment of Mortgage
retained by the Seller, a copy thereof certified by the Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 90th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Authorized
Person's Certificate of the Seller stating that such original intervening
assignment of Mortgage has been sent to the appropriate public recording
official for recordation or (ii) in the case of an original intervening
assignment of Mortgage that has been lost after recordation, a certification by
the appropriate county recording office where such assignment is recorded that
such copy is a true and complete copy of the original recorded intervening
assignment of Mortgage;

               (f) If the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or certified by a title insurance company or escrow company to be a true
copy thereof; provided that if such Assignment of Leases has not been returned
on or prior to the 90th day following the Closing Date because of a delay caused
by the applicable public recording office where such Assignment of Leases has
been delivered for recordation or because such original Assignment of Leases has
been lost, the Seller shall deliver or cause to be delivered to the Trustee a
true and correct copy of such Assignment of Leases submitted for recording,
together with, (i) in the case of a delay caused by the public recording office,
an Authorized Person's Certificate of the Seller stating that such Assignment of
Leases has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original Assignment of Leases that has
been lost after recordation, a certification by the appropriate county recording
office where such Assignment of Leases is recorded that such copy is a true and
complete copy of the original recorded Assignment of Leases, in each case
together with an original assignment of such Assignment of Leases, in recordable
form (except for recording information not yet available if the instrument being
recorded has not been returned from the applicable recording office), signed by
the holder of record in blank or in favor of "LaSalle Bank National Association,
as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-IQ16," which assignment may be effected in the related
Assignment of Mortgage;

               (g) The original or a copy of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

               (h) The original Title Insurance Policy, or in the event such
original Title Insurance Policy has not been issued, a binder, actual
"marked-up" title commitment, pro forma policy, or an agreement to provide any
of the foregoing pursuant to binding escrow instructions executed by the title
company or its authorized agent with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a copy of any of the foregoing
certified by the title company with the original Title Insurance Policy to
follow within 180 days of the Closing Date, or a preliminary title report with
the original Title Insurance Policy to follow within 180 days of the Closing
Date;

               (i) (A) Copies of UCC financing statements (together with all
assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or
UCC-3 financing statements assigning such UCC financing statements to the
Trustee delivered in connection with the Mortgage Loan;

               (j) Copies of the related ground lease(s), if any, to any
Mortgage Loan where the Mortgagor is the lessee under such ground lease and
there is a lien in favor of the mortgagee in such lease.

               (k) Copies of any loan agreements, lock-box agreements and
intercreditor agreements, if any, related to any Mortgage Loan;

               (l) Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan (other than letters of
credit representing tenant security deposits which have been collaterally
assigned to the lender), which shall be assigned and delivered to the Trustee
(or delivered to the Custodian on the Trustee's behalf) on behalf of the Trust
with a copy to be held by the Master Servicer, and applied, drawn, reduced or
released in accordance with documents evidencing or securing the applicable
Mortgage Loan and the Pooling and Servicing Agreement or (B) the original of
each letter of credit, if any, constituting additional collateral for such
Mortgage Loan (other than letters of credit representing tenant security
deposits which have been collaterally assigned to the lender), which shall be
held by the Master Servicer on behalf of the Trustee, with a copy to be held by
the Custodian on behalf of the Trustee, and applied, drawn, reduced or released
in accordance with documents evidencing or securing the applicable Mortgage Loan
and the Pooling and Servicing Agreement (it being understood that the Seller has
agreed (a) that the proceeds of such letter of credit belong to the Trust, (b)
to notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Custodian on behalf
of the Trustee) or a reissued letter of credit and (c) to indemnify the Trust
for any liabilities, charges, costs, fees or other expenses accruing from the
failure of the Seller to assign the letter of credit hereunder). In the case of
clause (B) above, any letter of credit held by the Master Servicer shall be held
in its capacity as agent of the Trust, and if the Master Servicer sells its
rights to service the applicable Mortgage Loan, the Master Servicer has agreed
to assign the applicable letter of credit to the Trust or at the direction of
the Special Servicer to such party as the Special Servicer may instruct, in each
case, at the expense of the Master Servicer. The Master Servicer has agreed to
indemnify the Trust for any loss caused by the ineffectiveness of such
assignment;

               (m) The original or a copy of the environmental indemnity
agreement, if any, related to any Mortgage Loan;

               (n) Copies of third-party management agreements, if any, for all
hotels and for such other Mortgaged Properties securing Mortgage Loans with a
Cut-Off Date principal balance equal to or greater than $20,000,000;

               (o) The original of any Environmental Insurance Policy or, if the
original is held by the related Mortgagor, a copy thereof;

               (p) A copy of any affidavit and indemnification agreement in
favor of the lender;

               (q) With respect to hospitality properties, a copy of any
franchise agreement, franchise comfort letter and applicable assignment or
transfer documents;

               "Authorized Person's Certificate" shall mean a certificate signed
by one or more of the Chairman of the Board, any Vice Chairman, any Managing
Director or Director, the President, or any Executive Vice President, Senior
Vice President, Second Vice President, Vice President or Assistant Vice
President, any Treasurer, any Assistant Treasurer or any Secretary or Assistant
Secretary or any other person duly authorized to certify matters relating to the
Seller's U.S. commercial mortgage-backed securities business.

               The Assignment of Mortgage, intervening assignments of Mortgage
and assignment of Assignment of Leases referred to in clauses (d), (e) and (f)
may be in the form of a single instrument assigning the Mortgage and the
Assignment of Leases to the extent permitted by applicable law. To avoid the
unnecessary expense and administrative inconvenience associated with the
execution and recording or filing of multiple assignments of mortgages,
assignments of leases (to the extent separate from the mortgages) and
assignments of UCC financing statements, the Seller shall execute, in accordance
with the third succeeding paragraph, the assignments of mortgages, the
assignments of leases (to the extent separate from the mortgages) and the
assignments of UCC financing statements relating to the Mortgage Loans in blank
or naming the Trustee on behalf of the Certificateholders as assignee.
Notwithstanding the fact that such assignments of mortgages, assignments of
leases (to the extent separate from the assignments of mortgages) and
assignments of UCC financing statements may name the Trustee on behalf of the
Certificateholders as the assignee, the parties hereto acknowledge and agree
that the Mortgage Loans shall for all purposes be deemed to have been
transferred from the Seller to the Purchaser and from the Purchaser to the
Trustee on behalf of the Certificateholders.

               If the Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(b), (c), (e) or (f), with evidence of recording thereon, because of a delay
caused by the public recording office where such document or instrument has been
delivered for recordation within such 90-day period, but the Seller delivers a
photocopy thereof (to the extent available, certified by the appropriate county
recorder's office to be a true and complete copy of the original thereof
submitted for recording or, if such certification is not available, together
with an Authorized Person's Certificate of the Seller stating that such document
has been sent to the appropriate public recording official for recordation), to
the Custodian on behalf of the Trustee within such 90-day period, the Seller
shall then deliver within 180 days after the Closing Date the recorded document
(or within such longer period after the Closing Date as the Custodian on behalf
of the Trustee may consent to, which consent shall not be withheld so long as
the Seller is, as certified in writing to the Custodian on behalf of the Trustee
no less often than monthly, in good faith attempting to obtain from the
appropriate county recorder's office such original or photocopy).

               The Trustee, as assignee or transferee of the Purchaser, shall be
entitled to all scheduled payments of principal due thereon after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to the
Seller.

               Within 90 days following the Closing Date, the Seller shall
submit or cause to be submitted for recordation at the expense of the Seller, in
the appropriate public office for real property records, each assignment
referred to in clauses (d) and (f) above (with recording information in blank if
such information is not yet available). Within 15 days following the Closing
Date, the Seller shall submit or cause to be submitted for filing, at the
expense of the Seller, in the appropriate public office for Uniform Commercial
Code financing statements, the assignment referred to in clause (i)(B) above.
Each such assignment shall reflect that it should be returned by the public
recording office to the Custodian following recording or filing or such party
responsible for recording such assignment shall be responsible for forwarding
such assignment to the Custodian on behalf of the Trustee; provided that in
those instances where the public recording office retains the original
Assignment of Mortgage, assignment of Assignment of Leases or assignment of UCC
financing statements, the Seller at its own expense shall (1) provide to the
Custodian a certified copy of the recorded original of such document and provide
copies thereof to the Master Servicer and the Special Servicer or (2) pay all
expenses of the Custodian in connection with obtaining such certified copy and
forwarding copies thereof to the Master Servicer and the Special Servicer. If
any such document or instrument is lost or returned unrecorded or unfiled, as
the case may be, because of a defect therein, the Seller shall prepare a
substitute therefor or cure such defect, and the Seller shall, at its own
expense (except in the case of a document or instrument that is lost by the
Trustee), record or file, as the case may be, and deliver such document or
instrument in accordance with this Section 2.

               As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise agreement,
the Seller shall provide a notice on or prior to the date that is thirty (30)
days after the Closing Date to the franchisor of the transfer of such Mortgage
Loan to the Trust pursuant to the Pooling and Servicing Agreement, and inform
the franchisor that any notices to the Mortgagor's lender pursuant to such
franchise agreement should thereafter be forwarded to the Master Servicer and
provide a franchise comfort letter from the franchisor on or prior to the date
that is thirty (30) days after the Closing Date. As to each Mortgage Loan
secured by a Mortgaged Property with respect to which a letter of credit is in
place, the Seller shall notify, on or before the Closing Date, the bank issuing
the letter of credit that such Mortgage Loan will be transferred to the Trust
pursuant to the Pooling and Servicing Agreement and such letter of credit and
the proceeds thereof belong to the Trust after such transfer, and inform such
issuing bank that any notices to the Mortgagor's lender pursuant to such letter
of credit should thereafter be forwarded to the Master Servicer, and use
reasonable efforts to obtain within 30 days (but in any event to obtain within
90 days) following the Closing Date, an acknowledgement of the above notice by
the bank (with a copy of such acknowledgement to be sent to the Custodian on
behalf of the Trustee) or a reissued letter of credit. After the Closing Date,
with respect to any letter of credit that has not yet been assigned to the
Trust, upon the written request of the Master Servicer, the Seller will draw on
such letter of credit as directed by the Master Servicer in such notice to the
extent the Seller has the right to do so.

               Documents that are in the possession of the Seller, its agents or
its subcontractors that relate to the servicing of any Mortgage Loans and that
are not required to be a part of the Mortgage File and are reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan
(the "Servicing File") shall be delivered by the Seller to or at the direction
of the Master Servicer, on behalf of the Purchaser, on or prior to the 75th day
after the Closing Date.

               The Servicing File shall include, to the extent required to be
(and actually) delivered to the Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity
agreement, any loan agreement, the insurance policies or certificates, as
applicable, the property inspection reports, any financial statements on the
property, any escrow analysis, the tax bills, the Appraisal, the environmental
report, the engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreements and any Environmental Insurance Policies; provided, however, the
Seller shall not be required to deliver any draft documents, privileged or other
communications, credit, underwriting, legal or other due diligence, analyses,
credit committee briefs or memoranda or other internal approval documents or
drafts or internal worksheets, memoranda, communications or evaluations, to the
extent created for internal use. Each of the foregoing items shall be delivered
by the Seller in electronic form, to the extent such document is available in
such form and such form is reasonably acceptable to the Master Servicer.

               Upon the sale of the Mortgage Loans by the Seller to the
Purchaser pursuant to this Agreement, the ownership of each Mortgage Note,
Mortgage and the other contents of the related Mortgage File shall be vested in
the Purchaser and its assigns, and the ownership of all records and documents
with respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller shall immediately vest in the Purchaser and its
assigns, and shall be delivered promptly by the Seller to or on behalf of either
the Custodian (on behalf of the Trustee) or the Master Servicer as set forth
herein, subject to the requirements of the Primary Servicing Agreement. The
Seller's and Purchaser's records shall reflect the transfer of each Mortgage
Loan from the Seller to the Purchaser and its assigns as a sale.

               It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and related property to the Purchaser by the
Seller as provided in this Section 2 be, and be construed as, an absolute sale
of the Mortgage Loans and related property (other than the servicing rights
thereto). It is, further, not the intention of the parties that such conveyance
be deemed a pledge of the Mortgage Loans and related property by the Seller to
the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans or
any related property are held to be the property of the Seller, or if for any
other reason this Agreement is held or deemed to create a security interest in
the Mortgage Loans or any related property, then:

               (i) this Agreement shall be deemed to be a security agreement;
and

               (ii) the conveyance provided for in this Section 2 shall be
          deemed to be a grant by the Seller to the Purchaser of a security
          interest in all of the Seller's right, title, and interest, whether
          now owned or hereafter acquired, in and to:

                    (A) All accounts, general intangibles, chattel paper,
               instruments, documents, money, deposit accounts, certificates of
               deposit, goods, letters of credit, advices of credit and
               investment property consisting of, arising from or relating to
               any of the following property: the Mortgage Loans identified on
               the Mortgage Loan Schedule (other than the servicing rights
               thereto), including the related Mortgage Notes, Mortgages,
               security agreements, and title, hazard and other insurance
               policies, all distributions with respect thereto payable after
               the Cut-Off Date, all substitute or replacement Mortgage Loans
               and all distributions with respect thereto, and the Mortgage
               Files;

                    (B) All accounts, general intangibles, chattel paper,
               instruments, documents, money, deposit accounts, certificates of
               deposit, goods, letters of credit, advices of credit, investment
               property and other rights arising from or by virtue of the
               disposition of, or collections with respect to, or insurance
               proceeds payable with respect to, or claims against other Persons
               with respect to, all or any part of the collateral described in
               clause (A) above (including any accrued discount realized on
               liquidation of any investment purchased at a discount); and

                    (C) All cash and non-cash proceeds of the collateral
               described in clauses (A) and (B) above.

               The possession by the Purchaser or its designee of the Mortgage
Notes, the Mortgages, and such other goods, letters of credit, advices of
credit, instruments, money, documents, chattel paper or certificated securities
shall be deemed to be possession by the secured party or possession by a
purchaser for purposes of perfecting the security interest pursuant to the
Uniform Commercial Code (including, without limitation, Sections 9-305 and 9-115
thereof) as in force in the relevant jurisdiction. Notwithstanding the
foregoing, the Seller makes no representation or warranty as to the perfection
of any such security interest.

               Notifications to Persons holding such property, and
acknowledgments, receipts, or confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or Persons
holding for, the Purchaser or its designee, as applicable, for the purpose of
perfecting such security interest under applicable law.

               The Seller shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the property described
above, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. In such case, the Seller shall file all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect such security interest in such property. In connection herewith, the
Purchaser shall have all of the rights and remedies of a secured party and
creditor under the Uniform Commercial Code as in force in the relevant
jurisdiction.

               Notwithstanding anything to the contrary contained herein, and
subject to Section 2(a), the Purchaser shall not be required to purchase any
Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a)
above) or lost note affidavit and indemnity required to be delivered to or on
behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or
before the Closing Date is not so delivered, or is not properly executed or is
defective on its face, and the Purchaser's acceptance of the related Mortgage
Loan on the Closing Date shall in no way constitute a waiver of such omission or
defect or of the Purchaser's or its successors' and assigns' rights in respect
thereof pursuant to Section 5.

               Section 3. Examination of Mortgage Files and Due Diligence
Review. The Seller shall (i) deliver to the Purchaser on or before the Closing
Date a diskette acceptable to the Purchaser that contains such information about
the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver
to the Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at the Purchaser's headquarters in New York, and (iii) otherwise
reasonably cooperate with the Purchaser in its examination of the credit files,
underwriting documentation and Mortgage Files for the Mortgage Loans and its due
diligence review of the Mortgage Loans. The fact that the Purchaser has
conducted or has failed to conduct any partial or complete examination of the
credit files, underwriting documentation or Mortgage Files for the Mortgage
Loans shall not affect the right of the Purchaser or the Trustee to cause the
Seller to cure any Material Document Defect or Material Breach (each as defined
below), or to repurchase or replace the defective Mortgage Loans pursuant to
Section 5 of this Agreement.

                On or prior to the Closing Date, the Seller shall allow
representatives of any of the Purchaser, each Underwriter, the Initial
Purchaser, the Trustee, the Custodian, the Special Servicer and each Rating
Agency to examine and audit all books, records and files pertaining to the
Mortgage Loans, the Seller's underwriting procedures and the Seller's ability to
perform or observe all of the terms, covenants and conditions of this Agreement.
Such examinations and audits shall take place at one or more offices of the
Seller during normal business hours and shall not be conducted in a manner that
is disruptive to the Seller's normal business operations upon reasonable prior
advance notice. In the course of such examinations and audits, the Seller will
make available to such representatives of any of the Purchaser, each
Underwriter, the Initial Purchaser, the Trustee, the Custodian, the Special
Servicer and each Rating Agency reasonably adequate facilities, as well as the
assistance of a sufficient number of knowledgeable and responsible individuals
who are familiar with the Mortgage Loans and the terms of this Agreement, and
the Seller shall cooperate fully with any such examination and audit in all
material respects. On or prior to the Closing Date, the Seller shall provide the
Purchaser with all material information regarding the Seller's financial
condition and access to knowledgeable financial or accounting officers for the
purpose of answering questions with respect to the Seller's financial condition,
financial statements as provided to the Purchaser or other developments
affecting the Seller's ability to consummate the transactions contemplated
hereby or otherwise affecting the Seller in any material respect. Within 45 days
after the Closing Date, the Seller shall provide the Master Servicer with any
additional information identified by the Master Servicer, as necessary to
complete the CMSA Property File, to the extent that such information is
available.

               The Purchaser may exercise any of its rights hereunder through
one or more designees or agents; provided the Purchaser has provided the Seller
with prior notice of the identity of such designee or agent.

               The Purchaser shall keep confidential any information regarding
the Seller and the Mortgage Loans that has been delivered into the Purchaser's
possession and that is not otherwise publicly available; provided, however, that
such information shall not be kept confidential (and the right to require
confidentiality under any confidentiality agreement is hereby waived) to the
extent such information is required to be included in the Memorandum or the
Prospectus Supplement or the Purchaser is required by law or court order to
disclose such information. If the Purchaser is required to disclose in the
Memorandum or the Prospectus Supplement confidential information regarding the
Seller as described in the preceding sentence, the Purchaser shall provide to
the Seller a copy of the proposed form of such disclosure prior to making such
disclosure and the Seller shall promptly, and in any event within two Business
Days, notify the Purchaser of any inaccuracies therein, in which case the
Purchaser shall modify such form in a manner that corrects such inaccuracies. If
the Purchaser is required by law or court order to disclose confidential
information regarding the Seller as described in the second preceding sentence,
the Purchaser shall notify the Seller and cooperate in the Seller's efforts to
obtain a protective order or other reasonable assurance that confidential
treatment will be accorded such information and, if in the absence of a
protective order or such assurance, the Purchaser is compelled as a matter of
law to disclose such information, the Purchaser shall, prior to making such
disclosure, advise and consult with the Seller and its counsel as to such
disclosure and the nature and wording of such disclosure and the Purchaser shall
use reasonable efforts to obtain confidential treatment therefor.
Notwithstanding the foregoing, if reasonably advised by counsel that the
Purchaser is required by a regulatory agency or court order to make such
disclosure immediately, then the Purchaser shall be permitted to make such
disclosure without prior review by the Seller.

               Section 4. Representations and Warranties of the Seller and the
Purchaser.

               (a) To induce the Purchaser to enter into this Agreement, the
Seller hereby makes for the benefit of the Purchaser and its assigns with
respect to each Mortgage Loan as of the date hereof (or as of such other date
specifically set forth in the particular representation and warranty) each of
the representations and warranties set forth on Exhibit 2 hereto, except as
otherwise set forth on Schedule A attached hereto, and hereby further represents
and warrants to the Purchaser as of the date hereof that:

               (i) The Seller is duly organized and is validly existing as a
          Canadian chartered bank acting through its branch located at One
          Liberty Plaza, New York, New York 10006-1404 , is in good standing and
          has the requisite power and authority and legal right to own the
          Mortgage Loans and to transfer and convey the Mortgage Loans to the
          Purchaser and has the requisite power and authority to execute and
          deliver, engage in the transactions contemplated by, and perform and
          observe the terms and conditions of, this Agreement.

               (ii) This Agreement has been duly and validly authorized,
          executed and delivered by the Seller, and assuming the due
          authorization, execution and delivery hereof by the Purchaser, this
          Agreement constitutes the valid, legal and binding agreement of the
          Seller, enforceable in accordance with its terms, except as such
          enforcement may be limited by (A) laws relating to bankruptcy,
          insolvency, reorganization, receivership or moratorium, (B) other laws
          relating to or affecting the rights of creditors generally, (C)
          general equity principles (regardless of whether such enforcement is
          considered in a proceeding in equity or at law) or (D) public policy
          considerations underlying the securities laws, to the extent that such
          public policy considerations limit the enforceability of the
          provisions of this Agreement that purport to provide indemnification
          from liabilities under applicable securities laws.

               (iii) No consent, approval, authorization or order of,
          registration or filing with, or notice to, any governmental authority
          or court is required, under federal or state law, for the execution,
          delivery and performance of or compliance by the Seller with this
          Agreement, or the consummation by the Seller of any transaction
          contemplated hereby, other than (1) such qualifications as may be
          required under state securities or blue sky laws, (2) the filing or
          recording of financing statements, instruments of assignment and other
          similar documents necessary in connection with the Seller's sale of
          the Mortgage Loans to the Purchaser, (3) such consents, approvals,
          authorizations, qualifications, registrations, filings or notices as
          have been obtained and (4) where the lack of such consent, approval,
          authorization, qualification, registration, filing or notice would not
          have a material adverse effect on the performance by the Seller under
          this Agreement.

               (iv) Neither the transfer of the Mortgage Loans to the Purchaser,
          nor the execution, delivery or performance of this Agreement by the
          Seller, conflicts or will conflict with, results or will result in a
          breach of, or constitutes or will constitute a default under (A) any
          term or provision of the Seller's articles of organization or by-laws,
          (B) any term or provision of any material agreement, contract,
          instrument or indenture to which the Seller is a party or by which it
          or any of its assets is bound or results in the creation or imposition
          of any lien, charge or encumbrance upon any of its property pursuant
          to the terms of any such indenture, mortgage, contract or other
          instrument, other than pursuant to this Agreement, or (C) after giving
          effect to the consents or taking of the actions contemplated in
          subsection (iii), any law, rule, regulation, order, judgment, writ,
          injunction or decree of any court or governmental authority having
          jurisdiction over the Seller or its assets, except where in any of the
          instances contemplated by clauses (B) or (C) above, any conflict,
          breach or default, or creation or imposition of any lien, charge or
          encumbrance, will not have a material adverse effect on the
          consummation of the transactions contemplated hereby by the Seller or
          materially and adversely affect its ability to perform its obligations
          and duties hereunder or result in any material adverse change in the
          business, operations, financial condition, properties or assets of the
          Seller, or in any material impairment of the right or ability of the
          Seller to carry on its business substantially as now conducted.

               (v) There are no actions or proceedings against, or
          investigations of, the Seller pending or, to the Seller's knowledge,
          threatened in writing against the Seller before any court,
          administrative agency or other tribunal, the outcome of which could
          reasonably be expected to materially and adversely affect the transfer
          of the Mortgage Loans to the Purchaser or the execution or delivery
          by, or enforceability against, the Seller of this Agreement or have an
          effect on the financial condition of the Seller that would materially
          and adversely affect the ability of the Seller to perform its
          obligations under this Agreement.

               (vi) On the Closing Date, the sale of the Mortgage Loans pursuant
          to this Agreement will effect a transfer by the Seller of all of its
          right, title and interest in and to the Mortgage Loans to the
          Purchaser.

               (vii) To the Seller's knowledge, the Loan Seller Information (as
          defined in that certain indemnification agreement, dated as of
          November 15, 2007, between the Seller, the Purchaser, the Underwriters
          and the Initial Purchaser (the "Indemnification Agreement")) contained
          in the Disclosure Information (as defined in the Indemnification
          Agreement) taken together as a whole, as of the Time of Sale (as
          defined in the Indemnification Agreement), and the Memorandum and the
          Prospectus Supplement, as of their respective dates, (i) does not
          contain any untrue statement of a material fact or omit to state a
          material fact necessary to make the statements therein, in the light
          of the circumstances under which they were made, not misleading and
          (ii) (other than the Memorandum) complies with the requirements of and
          contains all of the applicable information required by Regulation AB
          (as defined in the Indemnification Agreement).

               To induce the Purchaser to enter into this Agreement, the Seller
hereby covenants that the foregoing representations and warranties and those set
forth on Exhibit 2 hereto will be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct in all material respects as of such specified date.

               Each of the representations, warranties and covenants made by the
Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage
Loans and shall continue in full force and effect notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes.

               (b) To induce the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller as of the date hereof:

               (i) The Purchaser is a corporation duly organized, validly
          existing, and in good standing under the laws of the State of Delaware
          with full power and authority to carry on its business as presently
           conducted by it.

               (ii) The Purchaser has full power and authority to acquire the
          Mortgage Loans, to execute and deliver this Agreement and to enter
          into and consummate all transactions contemplated by this Agreement.
           The Purchaser has duly and validly authorized the execution, delivery
          and performance of this Agreement and has duly and validly executed
          and delivered this Agreement. This Agreement, assuming due
          authorization, execution and delivery by the Seller, constitutes the
          valid and binding obligation of the Purchaser, enforceable against it
          in accordance with its terms, except as such enforceability may be
          limited by bankruptcy, insolvency, reorganization, moratorium and
          other similar laws affecting the enforcement of creditors' rights
          generally and by general principles of equity, regardless of whether
          such enforcement is considered in a proceeding in equity or at law.

               (iii) No consent, approval, authorization or order of,
          registration or filing with, or notice to, any governmental authority
          or court is required, under federal or state law, for the execution,
          delivery and performance of or compliance by the Purchaser with this
          Agreement, or the consummation by the Purchaser of any transaction
          contemplated hereby that has not been obtained or made by the
          Purchaser.

               (iv) Neither the purchase of the Mortgage Loans nor the
          execution, delivery and performance of this Agreement by the Purchaser
          will violate the Purchaser's certificate of incorporation or by-laws
          or constitute a default (or an event that, with notice or lapse of
          time or both, would constitute a default) under, or result in a breach
          of, any material agreement, contract, instrument or indenture to which
          the Purchaser is a party or that may be applicable to the Purchaser or
          its assets.

               (v) The Purchaser's execution and delivery of this Agreement and
          its performance and compliance with the terms of this Agreement will
          not constitute a violation of, any law, rule, writ, injunction, order
          or decree of any court, or order or regulation of any federal, state
          or municipal government agency having jurisdiction over the Purchaser
          or its assets, which violation could materially and adversely affect
           the condition (financial or otherwise) or the operation of the
          Purchaser or its assets or could materially and adversely affect its
          ability to perform its obligations and duties hereunder.

               (vi) There are no actions or proceedings against, or
          investigations of, the Purchaser pending or, to the Purchaser's
          knowledge, threatened against the Purchaser before any court,
          administrative agency or other tribunal, the outcome of which could
           reasonably be expected to adversely affect the transfer of the
          Mortgage Loans, the issuance of the Certificates, the execution,
          delivery or enforceability of this Agreement or have an effect on the
          financial condition of the Purchaser that would materially and
          adversely affect the ability of the Purchaser to perform its
          obligation under this Agreement.

               (vii) The Purchaser has not dealt with any broker, investment
          banker, agent or other person, other than the Seller, the
          Underwriters, the Initial Purchaser and their respective affiliates,
          that may be entitled to any commission or compensation in connection
          with the sale of the Mortgage Loans or consummation of any of the
          transactions contemplated hereby.

               To induce the Seller to enter into this Agreement, the Purchaser
hereby covenants that the foregoing representations and warranties will be true
and correct in all material respects on and as of the Closing Date with the same
effect as if made on the Closing Date.

               Each of the representations and warranties made by the Purchaser
pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans.

Section 5. Remedies Upon Breach of Representations and Warranties Made by the
Seller.

               (a) It is hereby acknowledged that the Seller shall make for the
benefit of the Trustee on behalf of the holders of the Certificates, by way of
the Purchaser's assignment of its rights hereunder to the Trustee, the
representations and warranties set forth on Exhibit 2 hereto (each as of the
date hereof unless otherwise specified).

               (b) It is hereby further acknowledged that if any document
required to be delivered to the Custodian on behalf of the Trustee pursuant to
Section 2 is not delivered as and when required (and including the expiration of
any grace or cure period), is not properly executed or is defective on its face,
or if there is a breach of any of the representations and warranties required to
be made by the Seller regarding the characteristics of the Mortgage Loans and/or
the related Mortgaged Properties as set forth in Exhibit 2 hereto, and in either
case such defect or breach, either (i) materially and adversely affects the
interests of the holders of the Certificates in the related Mortgage Loan, or
(ii) both (A) the document defect or breach materially and adversely affects the
value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect" and such a
breach described in the preceding clause (i) or (ii) a "Material Breach"), the
party discovering such Material Document Defect or Material Breach shall
promptly notify, in writing, the other party; provided that any breach of the
representation and warranty contained in paragraph (38) of such Exhibit 2 shall
constitute a Material Breach only if such prepayment premium or yield
maintenance charge is not deemed "customary" for commercial mortgage loans at
the time of origination as evidenced by (i) an opinion of tax counsel to such
effect or (ii) a determination by the Internal Revenue Service that such
provision is not customary. Promptly (but in any event within three Business
Days) upon becoming aware of any such Material Document Defect or Material
Breach, the Master Servicer shall, and the Special Servicer may, request that
the Seller, not later than 90 days from the Seller's receipt of the notice of
such Material Document Defect or Material Breach, cure such Material Document
Defect or Material Breach, as the case may be, in all material respects;
provided, however, that if such Material Document Defect or Material Breach, as
the case may be, cannot be corrected or cured in all material respects within
such 90-day period, and such Material Document Defect or Material Breach would
not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined
in the Code), but the Seller is diligently attempting to effect such correction
or cure, as certified by the Seller in an Authorized Person's Certificate
delivered to the Trustee, then the cure period will be extended for an
additional 90 days unless, solely in the case of a Material Document Defect, (x)
the Mortgage Loan is, at the end of the initial 90-day period, a Specially
Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result
of a monetary default or as described in clause (ii) or clause (v) of the
definition of "Servicing Transfer Event" in the Pooling and Servicing Agreement
and (y) the Material Document Defect was identified in a certification delivered
to the Seller by the Trustee pursuant to Section 2.2 of the Pooling and
Servicing Agreement not less than 90 days prior to the delivery of the notice of
such Material Document Defect. The parties acknowledge that neither delivery of
a certification or schedule of exceptions to the Seller pursuant to Section 2.2
of the Pooling and Servicing Agreement or otherwise nor possession of such
certification or schedule by the Seller shall, in and of itself, constitute
delivery of notice of any Material Document Defect or knowledge or awareness by
the Seller of any Material Document Defect listed therein.

               The Seller hereby covenants and agrees that, if any such Material
Document Defect or Material Breach cannot be corrected or cured in all material
aspects within the above cure periods, the Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase
Price as defined in the Pooling and Servicing Agreement, or (ii) if within the
two-year period commencing on the Closing Date, at its option replace, without
recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates
with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
such repurchase or substitution must occur within 90 days from the earlier of
the date the Seller discovered or was notified of the breach or defect. The
Seller agrees that any substitution shall be completed in accordance with the
terms and conditions of the Pooling and Servicing Agreement.

               If (i) a Mortgage Loan is to be repurchased or replaced in
connection with a Material Document Defect or Material Breach as contemplated
above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with
one or more other Mortgage Loans in the Trust and (iii) the applicable document
defect or breach does not constitute a Material Document Defect or Material
Breach, as the case may be, as to such other Mortgage Loans (without regard to
this paragraph), then the applicable document defect or breach (as the case may
be) shall be deemed to constitute a Material Document Defect or Material Breach,
as the case may be, as to each such other Mortgage Loan for purposes of the
above provisions, and the Seller shall be obligated to repurchase or replace
each such other Mortgage Loan in accordance with the provisions above, unless,
in the case of such breach or document defect, both of the following conditions
would be satisfied if the Seller were to repurchase or replace only those
Mortgage Loans as to which a Material Document Defect or Material Breach had
occurred without regard to this paragraph (the "Affected Loan(s)"): (1) the debt
service coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement (determined as provided in the definition of Debt Service Coverage
Ratio in the Pooling and Servicing Agreement, except that net cash flow for such
four calendar quarters, rather than year-end, shall be used) is equal to the
greater of (x) the debt service coverage ratio for all such Mortgage Loans
(including the Affected Loan(s)) set forth under the heading "NCF DSCR" in
Appendix II to the Final Prospectus Supplement and (y) 1.25x, and (2) the
Loan-to-Value Ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) is not greater than the lesser of (x) the current loan-to-value ratio
for all such Mortgage Loans (including the Affected Loan(s)) set forth under the
heading "Cut-Off Date LTV" in Appendix II to the Final Prospectus Supplement and
(y) 75%. The determination of the Master Servicer as to whether either of the
conditions set forth above has been satisfied shall be conclusive and binding in
the absence of manifest error. The Master Servicer will be entitled to cause, or
direct the Seller to cause, to be delivered to the Master Servicer at the
Seller's expense (i) an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause
(2) above has been satisfied, in each case at the expense of the Seller if the
scope and cost of the Appraisal is approved by the Seller (such approval not to
be unreasonably withheld) and (ii) an Opinion of Counsel that not requiring the
repurchase of each such Cross-Collateralized Loan will not  


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