Exhibit 99.1
MORTGAGE LOAN PURCHASE AGREEMENT
LASALLE LOANS
Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of
December 1, 2006, between LaSalle Bank National Association (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 December 1, 2006, between the
Purchaser, as
depositor, Capmark Finance Inc. as General Master Servicer,
Prudential Asset
Resources, Inc. as Prudential Master Servicer, ARCap Servicing,
Inc., as Special
Servicer, LaSalle Bank National Association as Paying Agent and
Certificate
Registrar and Wells Fargo Bank, N.A. as Trustee. 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 2006-IQ12 (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-NM, Class A-3,
Class
A-AB, Class A-4, Class A-M, Class A-MFL, Class A-J, Class B, Class
C, Class D,
Class E and Class F Certificates (the "Public Certificates") will
be sold by the
Purchaser to Morgan Stanley & Co. Incorporated, LaSalle
Financial Services,
Inc., Greenwich Capital Markets, Inc., Merrill Lynch, Pierce,
Fenner & Smith
Incorporated and SunTrust Capital Markets Inc. (collectively,
the
"Underwriters"), pursuant to an Underwriting Agreement, between the
Purchaser
and the Underwriters, dated December 14, 2006 (the "Underwriting
Agreement"),
and the Class X-1, Class X-2, Class X-W, 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 December 14 2006 (the "Certificate Purchase Agreement"). The
Underwriters
will offer the Public Certificates for sale publicly pursuant to a
Prospectus
dated December 14, 2006, as supplemented by a Prospectus Supplement
dated
December 14, 2006 (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 December 14, 2006 (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
(subject to certain
agreements regarding servicing as provided in the Pooling and
Servicing
Agreement, subservicing agreements in existence as of the Closing
Date and the
Servicing Rights Purchase Agreement), the Mortgage Loans identified
on the
schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit
1. The
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 $1,186,092,370. The
sale of the
Mortgage Loans shall take place on December 21, 2006 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 on Exhibit 3 hereto. The purchase
price shall
be paid to the Seller by wire transfer in immediately available
funds on the
Closing Date.
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, subject to certain agreements regarding servicing as
provided in the
Pooling and Servicing Agreement, subservicing agreements in
existence as of the
Closing Date and that certain Servicing Rights Purchase Agreement,
dated
December 21, 2006, 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 or 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. In
addition, not later than the 30th day following the Closing Date,
the Seller
shall deliver to or 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 or 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 Wells Fargo Bank, N.A., as Trustee for Morgan Stanley
Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-IQ12, 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 Officer'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 Officer'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) 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
Officer'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;
(e) 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 "Wells Fargo Bank, N.A., as Trustee for Morgan Stanley
Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series
2006-IQ12";
(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 Officer's Certificate of the Seller stating that such Assignment
of Leases
has been dispatched or 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 favor of "Wells Fargo Bank, N.A., as
Trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series
2006-IQ12," 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 one hundred eighty (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 one hundred eighty (180) days of
the Closing
Date, or a preliminary title report with the original Title
Insurance Policy to
follow within one hundred eighty (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 on
behalf of the Trust with a copy to be held by the Primary Servicer
(or the
Master Servicer), and applied, drawn, reduced or released in
accordance with
documents evidencing or securing the applicable Mortgage Loan, the
Pooling and
Servicing Agreement and the Primary 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 applicable Primary Servicer (or the Master Servicer) on
behalf of
the Trustee, with a copy to be held by the Trustee, and applied,
drawn, reduced
or released in accordance with documents evidencing or securing the
applicable
Mortgage Loan, the Pooling and Servicing Agreement and the Primary
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 thirty (30) days (but in any event to obtain within
ninety (90)
days) following the Closing Date, an acknowledgement thereof by the
bank (with a
copy of such acknowledgement to be sent to 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 applicable Primary Servicer (or Master Servicer) shall be
held in its
capacity as agent of the Trust, and if the applicable Primary
Servicer (or
Master Servicer) sells its rights to service the applicable
Mortgage Loan, the
applicable Primary Servicer (or 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 applicable Primary Servicer (or Master
Servicer). The
applicable Primary Servicer (or 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
$20,000,000.00;
(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;
"Officer's Certificate" shall mean a certificate signed by one
or
more of the Chairman of the Board, any Vice Chairman, the
President, any Senior
Vice President, any Vice President, any Assistant Vice President,
any Director,
any Treasurer or any Assistant Treasurer.
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
assignments of
leases (to the extent separate from the mortgages) and the
assignments of UCC
financing statements relating to the Mortgage Loans 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 shall 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), (d) 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 ninety (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 an Officer's
Certificate of the
Seller stating that such document has been sent to the appropriate
public
recording official for recordation), to the Trustee within such
ninety (90)-day
period, the Seller shall then deliver within one hundred eighty
(180) days after
the Closing Date the recorded document (or within such longer
period after the
Closing Date as the Trustee may consent to, which consent shall not
be withheld
so long as the Seller is, as certified in writing to 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 forty-five (45) days following the Closing Date, the
Seller
shall deliver and the Purchaser, the Trustee or the agents of
either may 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 (e) and (f)(ii) above (with recording information in
blank if such
information is not yet available). Within fifteen (15) days
following the
Closing Date, the Seller shall deliver and the Purchaser, the
Trustee or the
agents of either may 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)
above. 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. Notwithstanding the foregoing, in lieu of
delivery such
documents to the Purchaser, the Trustee or the agents of either,
the Seller may
submit or may retain an independent third party to submit for
recordation at the
expense of the Seller, in the appropriate public office for real
property
records, each assignment referred to in clauses (e) and (f)(ii)
above and the
Seller may 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) above.
As to each Mortgage Loan secured by a Mortgaged Property with
respect to which the related Mortgagor has entered into a franchise
agreement
and each Mortgage Loan secured by a Mortgaged Property with respect
to which a
letter of credit is in place, the Seller shall provide a notice on
or prior to
the date that is thirty (30) days after the Closing Date to the
franchisor or
the issuing financial institution, as applicable, of the transfer
of such
Mortgage Loan to the Trust pursuant to the Pooling and Servicing
Agreement, and
inform such parties that any notices to the Mortgagor's lender
pursuant to such
franchise agreement or letter of credit should thereafter be
forwarded to the
Master Servicer and, with respect to each franchise agreement,
provide a notice
of the sale of the Mortgage Loan to the franchisor on or prior to
the date that
is thirty (30) days after the Closing Date. 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 or the applicable Primary
Servicer, the
Seller will draw on such letter of credit as directed by the Master
Servicer or
such Primary 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, in accordance with the Primary Servicing
Agreement, if
applicable.
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. Delivery of any of the foregoing
documents to
the Primary Servicer shall be deemed a delivery to the Master
Servicer and
satisfy Seller's obligations under this sub-paragraph. Each of the
foregoing
items may 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 set
forth in the
immediately preceding paragraph 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 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. 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, 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 9-313
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 hereby agrees to provide the Purchaser with prompt
notice
of any information it receives which indicates that the transfer of
each
Mortgage Loan from the Seller to the Purchaser may not be treated
as a sale. The
Seller shall, to the extent consistent with this Agreement and upon
request by
or on behalf of the Purchaser, 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
cooperate fully 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 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 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 forty-five
(45) days after
the Closing Date, the Seller shall provide the Master Servicer or
Primary
Servicer, if applicable, with any additional information identified
by the
Master Servicer or Primary Servicer, if applicable, 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 (2)
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
national
banking association in good standing under the laws of the
United
States.
The Seller 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, fraudulent transfer,
reorganization, receivership, conservatorship 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 association 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.
(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 (subject to certain
agreements
regarding servicing as provided in the Pooling and Servicing
Agreement,
existing sub-servicing agreements as of the Closing Date and
the
Servicing Rights Purchase Agreement) to the Purchaser.
(vii) To the Seller's knowledge, the Loan Seller Information
(as
defined in
that certain indemnification agreement, dated as of December
14, 2006,
among the Seller, the Purchaser, the Underwriters and the
Initial
Purchaser (the "Indemnification Agreement")) contained in the
Disclosure
Information (as defined in the Indemnification Agreement), the
Memorandum
and the Prospectus Supplement as of the date thereof and as of
the
Closing Date and as amended or supplemented and forwarded to
investors
in the
certificates when read together and in conjunction with the
non-Loan
Seller Information therein and the "Risk Factors" section of
the
Prospectus, (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 in all material
respects
with the disclosure requirements of Regulation AB (as defined
in
the
Indemnification Agreement), but only to the extent that (1)(x)
such
Loan
Seller Information, other than Loan Seller Information contained
in
the Prospectus
Supplement, Memorandum or FWP (as defined in the
Indemnification Agreement) was (i) contained in the Loan Detail
(as
defined in
the Indemnification Agreement) or, to the extent consistent
therewith,
the Diskette (as defined in the Indemnification Agreement) or
(ii) made
in reliance upon and in conformity with information relating to
the Loan
Seller Information furnished to the Depositor by the Seller in
writing or
electronically specifically for use therein and (y) such
Disclosure
Information was delivered to Seller for Seller's review and
comment a
reasonable time prior to the delivery of such Disclosure
Information to investors in the Certificates; (2) such Loan
Seller
Information is contained in the FWP, the Memorandum or the
Prospectus
Supplement
under the headings "Summary of Prospectus Supplement-Relevant
Parties
and Dates-Sponsors," "Summary of Prospectus Supplement-Relevant
Parties
and Dates-Mortgage Loan Sellers," "Summary of Prospectus
Supplement-Relevant Parties and Dates-Originators," "Summary of
Prospectus
Supplement-Information About the Mortgage Pool," "Risk
Factors,"
"Transaction Parties-The Sponsors, Mortgage Loan Sellers and
Originators-LaSalle
Bank National Association," "Description of the
Mortgage
Pool," Appendix I, Appendix II or Appendix III; or (3) such
untrue
statement or omission is not a result of an error by the
Purchaser
or any
Underwriter or Initial Purchaser in the manipulation of, or
calculation based upon, or any aggregation of (other than an
aggregation
made by
Seller) information contained in the Loan Detail.
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, subject to the exceptions set forth on
Schedule A to
Exhibit 2, 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, deliver and perform 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, legal and
binding
obligation of the Purchaser, enforceable against it in
accordance
with its
terms, except as such enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization,
conservatorship, 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 (a)
violate
(1) the Purchaser's certificate of incorporation or by-laws or
(2)
any law or
regulation or any administrative decree or order to which it is
subject or
(b) 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, judgment,
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, whether
directly or 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 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 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 ninety (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 ninety (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
Officer's Certificate delivered to the Trustee, then the cure
period will be
extended for an additional ninety (90) days unless, solely in the
case of a
Material Document Defect, (x) the Mortgage Loan is, at the end of
the initial
ninety (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
ninety (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 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 result in an Adverse
REMIC Event.
With respect to any Mortgage Loan that is cross-defaulted
and/or
cross-collateralized with any other Mortgage Loan conveyed
hereunder, to the
extent that the Seller is required to repurchase or substitute for
such Mortgage
Loan (each, a "Repurchased Loan") in the manner prescribed above
while the
Trustee (as assignee of the Purchaser) continues to hold any other
Mortgage Loan
that is cross-collateralized and/or cross-defaulted (each, a
"Cross-Collateralized Loan") with such Repurchased Loan, the Seller
and the
Purchaser hereby agree to modify, prior to such repurchase or
substitution, the
related Mortgage Loan documents in a manner such that such affected
Repurchased
Loan, on the one hand, and any related Crossed-Collateralized Loans
held by the
Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that the Seller
shall have
furnished the Trustee, at the expense of the Seller, a
nondisqualification
opinion that such modification shall not cause an Adverse REMIC
Event; provided,
further, that if such nondisqualification opinion cannot be
furnished, the
Seller and the Purchaser agree that such repurchase or substitution
of only the
Repurchased Loan, notwithstanding anything to the contrary herein,
shall not be
permitted and the Seller shall repurchase or substitute for the
Repurchased Loan
and all related Crossed-Collateralized Loans. Any reserve or other
cash
collateral or letters of credit securing the Cross-Collateralized
Loans shall be
allocated between such Mortgage Loans in accordance with the
Mortgage Loan
documents. All other terms of the Mortgage Loans shall remain in
full force and
effect, without any modification thereof. The Mortgagors set forth
on Schedule B
hereto are intended third-party beneficiaries of the provisions set
forth in
this paragraph and the preceding paragraph. The provisions of this
paragraph and
the preceding paragraph may not be modified with respect to any
Mortgage Loan
without the related Mortgagor's consent.
Upon occurrence (and after any applicable cure or grace period),
any
of the following document defects shall be conclusively presumed
materially and
adversely to affect the interests of Certificateholders in a
Mortgage Loan and
be a Material Document Defect: (i) the absence from the Mortgage
File of the
original signed Mortgage Note, unless the Mortgage File contains a
signed lost
note affidavit and indemnity and a copy of the Mortgage Note; (ii)
the absence
from the Mortgage File of the item called for by paragraph (b) of
the definition
of Mortgage File; or (iii) the absence from the Mortgage File of
the item called
for by paragraph (h) of the definition of Mortgage File. If any of
the foregoing
Material Document Defects is discovered by the Custodian (or the
Trustee if
there is no Custodian), the Trustee (or as set forth in Section
2.3(a) of the
Pooling and Servicing Agreement, the Master Servicer) will take the
steps
described elsewhere in this Section, including the giving of
notices to the
Rating Agencies and the parties hereto and making demand upon the
Seller for the
cure of the Material Document Defect or repurchase or replacement
of the related
Mortgage Loan.
If the Seller disputes that a Material Document Defect or
Material
Breach exists with respect to a Mortgage Loan or otherwise refuses
(i) to effect
a correction or cure of such Material Document Defect or Material
Breach, (ii)
to repurchase the Affected Loan from the Trust or (iii) to replace
such Mortgage
Loan with a Qualifying Substitute Mortgage Loan, then provided that
(x) the
period of time provided for the Seller to correct, repurchase or
cure has
expired and (y) the Mortgage Loan is then in default and is then a
Specially
Serviced Mortgage Loan, the Special Servicer may, subject to the
Servicing
Standard, modify, work-out or foreclose, sell or otherwise
liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to Section 9.5,
Section 9.12,
Section 9.15 and Section 9.36, as applicable, of the Pooling and
Servicing
Agreement, while pursuing the repurchase claim. The Seller
acknowledges and
agrees that any modification of the Mortgage Loan pursuant to such
a work-out
shall not constitute a defense to any repurchase claim nor shall
such
modification or work-out change the Purchase Price due from the
Seller for any
repurchase claim. Any sale of the Mortgage Loan, or foreclosure
upon such
Mortgage Loan and sale of the REO Property, to a Person other than
the Seller
shall be without (i) recourse of any kind (either express or
implied) by such
Person against the Seller and (ii) representation or warranty of
any kind
(either express or implied) by the Seller to or for the benefit of
such Person.
The fact that a Material Document Defect or Material Breach is
not
discovered until after foreclosure (but in all instances prior to
the sale of
the related REO Property or Mortgage Loan) shall not prejudice any
claim against
the Seller for repurchase of the REO Mortgage Loan or REO Property.
In such an
event, the Master Servicer or Special Servicer, as applicable,
shall be required
to notify the Seller of the discovery of the Material Document
Defect or
Material Breach and the Seller shall be required to follow the
procedures set
forth in this Agreement to correct or cure such Material Document
Defect or
Material Breach or purchase the REO Property at the Purchase Price.
If a court
of competent jurisdiction issues a final order that the Seller is
or was
obligated to repurchase the related Mortgage Loan or REO Mortgage
Loan or the
Seller otherwise accepts liability, then, after the expiration of
any applicable
appeal period, but in no event later than the termination of the
Trust pursuant
to Section 9.30 of the Pooling and Servicing Agreement, the Seller
will be
obligated to pay to the Trust the difference between any
Liquidation Proceeds
received upon such liquidation (including those arising from any
sale to the
Seller) and the Purchase Price; provided that the prevailing party
in such
action shall be entitled to recover all costs, fees and expenses
(including
reasonable attorneys' fees) related thereto.
In connection with any liquidation or sale of a Mortgage Loan or
REO
Property as described above, the Special Servicer will not receive
a Liquidation
Fee in connection with such liquidation or sale or any portion of
the Work-Out
Fee that accrues after the Seller receives notice of a Material
Document Defect
or Material Breach until a final determination has been made, as
set forth in
the prior paragraph, as to whether the Seller is or was obligated
to repurchase
such related Mortgage Loan or REO Property. Upon such
determination, the Special
Servicer will be entitled: (i) with respect to a determination that
the Seller
is or was obligated to repurchase, to collect a Liquidation Fee, if
due in
accordance with the definition thereof, based upon the full
Purchase Price of
the related Mortgage Loan or REO property, with such Liquidation
Fee payable by
the Seller or (ii) with respect to a determination that Seller is
not or was not
obligated to repurchase (or the Trust decides that it will no
longer pursue a
claim against the Seller for repurchase), (A) to collect a
Liquidation Fee based
upon the Liquidation Proceeds as received upon the actual sale or
liquidation of
such Mortgage Loan or REO Property, and (B) to collect any accrued
and unpaid
Work-Out Fee, based on amounts that were collected for as long as
the related
Mortgage Loan was a Rehabilitated Mortgage Loan, in each case with
such amount
to be paid from amounts in the Certificate Account.
The obligations of the Seller set forth in this Section 5(b) to
cure
a Material Document Defect or a Material Breach or repurchase or
replace a
defective Mortgage Loan constitute the sole remedies of the
Purchaser or its
assignees with respect to a Material Document Defect or Material
Breach in
respect of an outstanding Mortgage Loan; provided, that this
limitation shall
not in any way limit the Purchaser's rights or remedies upon breach
of any other
representation or warranty or covenant by the Seller set forth in
this Agreement
(other than those set forth in Exhibit 2).
Notwithstanding the foregoing, in the event that there is a
breach
of the representation and warranty set forth in paragraph 41 of
Exhibit 2
attached hereto because the underlying loan documents do not
provide for the
payment by the Mortgagor of reasonable costs and expenses
associated with the
defeasance or assumption of a Mortgage Loan by the Mortgagor, the
Seller hereby
covenants and agrees to pay such reasonable costs and expenses, to
the extent an
amount is due and not paid by the related Mortgagor. The parties
hereto
acknowledge that the payment of such reasonable costs and expenses
shall be the
Seller's sole obligation with respect to the breaches discussed in
the previous
sentence. The Seller shall have no obligation to pay for any of the
foregoing
costs if the applicable Mortgagor has an obligation to pay for such
costs.
The Seller hereby agrees that it will pay for any expense
incurred
by the applicable Master Servicer or the Special Servicer, as
applicable, in
connection with modifying a Mortgage Loan pursuant to Section 2.3
of the Pooling
and Servicing Agreement in order for such Mortgage Loan to be a
"qualified
substitute mortgage loan" within the meaning of the Treasury
Regulations
promulgated under the Code. Upon a breach of the representation and
warranty set
forth in paragraph 37 of Exhibit 2 attached hereto, if such
Mortgage Loan is
modified so that it becomes a "qualified substitute mortgage loan",
such breach
will be cured and the Seller will not be obligated to repurchase or
otherwise
remedy such breach.
(c) The Pooling and Servicing Agreement shall provide that the
Trustee (or the applicable Master Servicer or the Special Servicer
on its
behalf) shall give written notice within three (3) Business Days to
the Seller
of its discovery of any Material Document Defect or Material Breach
and prompt
written notice to the Seller in the event that any Mortgage Loan
becomes a
Specially Serviced Mortgage Loan (as defined in the Pooling and
Servicing
Agreement).
(d) If the Seller repurchases any Mortgage Loan pursuant to
this
Section 5, the Purchaser or its assignee, following receipt by the
Trustee of
the Purchase Price therefor, promptly shall deliver or cause to be
delivered to
the Seller all Mortgage Loan documents with respect to such
Mortgage Loan, and
each document that constitutes a part of the Mortgage File that was
endorsed or
assigned to the Trustee shall be endorsed and assigned to the
Seller in the same
manner such that the Seller shall be vested with legal and
beneficial title to
such Mortgage Loan, in each case without recourse, including any
property
acquired in respect of such Mortgage Loan or proceeds of any
insurance policies
with respect thereto.
Section 6. Closing. The closing of the sale of the Mortgage
Loans
shall be held at the offices of Cadwalader, Wickersham & Taft
LLP, One World
Financial Center, New York, New York 10281 at 9:00 a.m., New York
time, on the
Closing Date.
The obligation of the Seller and the Purchaser to close shall
be
subject to the satisfaction of each of the following conditions on
or prior to
the Closing Date:
(a) All of the representations and warranties of the Seller and
the
Purchaser specified in Section 4 of this Agreement (including,
without
limitation, the representations and warranties set forth on Exhibit
2 to this
Agreement) shall be true and correct in all material respects as of
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.
(b) All Closing
Documents specified in Section 7 of this Agreement,
in such forms as are agreed upon and reasonably acceptable to the
Seller or the
Purchaser, as applicable, shall be duly executed and delivered by
all
signatories as required pursuant to the respective terms
thereof.
(c) The Seller shall have delivered and released to the Purchaser
or
its designee all documents required to be delivered to the
Purchaser as of the
Closing Date pursuant to Section 2 of this Agreement.
(d) The result of the
examination and audit performed by the
Purchaser and its affiliates pursuant to Section 3 hereof shall be
satisfactory
to the Purchaser and its affiliates in their sole determination and
the parties
shall have agreed to the form and contents of the Seller
Information (as defined
in the Indemnification Agreement) to be disclosed in the Memorandum
and the
Prospectus Supplement.
(e) All other terms and conditions of this Agreement required to
be
complied with on or before the Closing Date shall have been
complied with, and
the Seller and the Purchaser shall have the ability to comply with
all terms and
conditions and perform all duties and obligations required to be
complied with
or performed after the Closing Date.
(f)
The Seller shall have paid all fees and expenses payable by it
to the Purchaser pursuant to Section 8 hereof.
(g) The Certificates to be so rated shall have been assigned
ratings
by each Rating Agency no lower than the ratings specified for each
such Class in
the Memorandum and the Prospectus Supplement.
(h) No Underwriter shall have terminated the Underwriting
Agreement
and the Initial Purchaser shall not have terminated the Certificate
Purchase
Agreement, and neither the Underwriters nor the Initial Purchaser
shall have
suspended, delayed or otherwise cancelled the Closing Date.
(i) The Seller shall have received the purchase price for the
Mortgage Loans pursuant to Section 1 hereof.
Each party agrees to use its best efforts to perform its
respective
obligations hereunder in a manner that will enable the Purchaser to
purchase the
Mortgage Loans on the Closing Date.
Section 7. Closing Documents. The Closing Documents shall consist
of
the following:
(a) This Agreement duly executed by the Purchaser and the
Seller.
(b) A certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which
the Purchaser
and its successors and assigns may rely, to the effect that: (i)
the
representations and warranties of the Seller in this Agreement are
true and
correct in all material respects on and as of the Closing Date with
the same
force and 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 as of such specified date; and (ii) the Seller has complied
with all
agreements and satisfied all conditions on its part to be performed
or satisfied
on or prior to the Closing Date.
(c) True, complete and correct copies of the Seller's articles
of
association and by-laws.
(d) An original or copy of a certificate of existence for the
Seller
from the Comptroller of the Currency dated not earlier than sixty
(60) days
prior to the Closing Date.
(e) A certificate of the Secretary or Assistant Secretary of
the
Seller, dated the Closing Date, and upon which the Purchaser may
rely, to the
effect that each individual who, as an officer or representative of
the Seller,
signed this Agreement or any other document or certificate
delivered on or
before the Closing Date in connection with the transactions
contemplated herein,
was at the respective times of such signing and delivery, and is as
of the
Closing Date, duly elected or appointed, qualified and acting as
such officer or
representative, and the signatures of such persons appearing on
such documents
and certificates are their genuine signatures.
(f) An opinion of counsel (which, other than as to the opinion
described in paragraph (vi) below, may be in-house counsel) to the
Seller, dated
the Closing Date, substantially to the effect of the following
(with such
changes and modifications as the Purchaser may approve and subject
to such
counsel's reasonable qualifications):
(i) The Seller is validly existing under the laws of the United
States and
has full power and authority to enter into and perform its
obligations under this Agreement.
(ii) This Agreement has been duly authorized, executed and
delivered
by the
Seller.
(iii) No consent, approval, authorization or order of any
federal
court or
governmental agency or body is required for the consummation by
the Seller
of the transactions contemplated by the terms of this Agreement
except any
approvals as have been obtained.
(iv) Neither the execution, delivery or performance of this
Agreement
by the Seller, nor the consummation by the Seller of any of the
transactions contemplated by the terms of this Agreement (A)
conflicts
with or
results in a breach or violation of, or constitutes a default
under, the
organizational documents of the Seller, (B) to the knowledge of
such
counsel, constitutes a default under 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)
conflicts
with or results in a breach or violation of 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
financial
condition,
properties or assets of the Seller.
(v) To his or her knowledge, there are no legal or governmental
actions,
investigations or proceedings pending to which the Seller is a
party, or
threatened against the Seller, (a) asserting the invalidity of
this
Agreement or (b) which materially and adversely affect the
performance by the Seller of its obligations under, or the validity
or
enforceability of, this Agreement.
(vi) This Agreement is a valid, legal and binding agreement of
the
Seller,
enforceable against the Seller in accordance with its terms,
except as
such enforcement may be limited by (1) laws relating to
bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership,
conservatorship or moratorium, (2) other laws relating to or
affecting the
rights of
creditors generally, (3) general equity principles (regardless
of whether
such enforcement is considered in a proceeding in equity or at
law) or
(4) 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.
Such opinion may express its reliance as to factual matters on,
among other things specified in such opinion, the representations
and warranties
made by, and on certificates or other documents furnished by
officers of, the
parties to this Agreement.
In rendering the opinions expressed above, such counsel may
limit
such opinions to matters governed by the federal laws of the United
States.
(g) Such other opinions of counsel as any Rating Agency may
request
in connection with the sale of the Mortgage Loans by the Seller to
the Purchaser
or the Seller's execution and delivery of, or performance under,
this Agreement.
(h) A letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof, to the effect that they have
performed
certain specified procedures as a result of which they determined
that certain
information of an accounting, financial or statistical nature set
forth in the
Memorandum and the Prospectus Supplement agrees with the records of
the Seller.
(i) Such further certificates, opinions and documents as the
Purchaser may reasonably request.
(j) An officer's certificate of the Purchaser, dated as of the
Closing Date, with the resolutions of the Purchaser authorizing the
transactions
described herein attached thereto, together with certified copies
of the
charter, by-laws and certificate of good standing of the Purchaser
dated not
earlier than thirty (30) days prior to the Closing Date.
(k) Such other certificates of the Purchaser's officers or
others
and such other documents to evidence fulfillment of the conditions
set forth in
this Agreement as the Seller or its counsel may reasonably
request.
(l) An executed Bill of Sale in the form attached hereto as
Exhibit
4.
Section 8.
Costs. The Seller shall pay the Purchaser the costs and
expenses as agreed upon by the Seller and the Purchaser in a
separate Letter of
Understanding dated December 14, 2006.
Section 9. Exchange Act Reporting Information. The Seller
hereby
agrees to deliver to the Purchaser and the Trustee any disclosure
information
relating to any event specifically related to the Seller (in its
role as a
sponsor or mortgage loan seller) reasonably determined in good
faith by the
Purchaser as required to be reported on Form 8-K, Form 10-D or Form
10-K by the
Trust (in formatting reasonably appropriate for inclusion in such
form),
including, without limitation, the disclosure required under Items
1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use
its best
efforts to deliver proposed disclosure language relating to any
event, relating
to the Seller in its role as sponsor or mortgage loan seller,
described under
Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to
the Trustee
and the Purchaser within two (2) Business Days after the Seller
becomes aware of
such event and shall provide disclosure relating to any other event
reasonably
determined by the Purchaser as required to be disclosed on Form
8-K, Form 10-D
or Form 10-K within two (2) Business Days following the Purchaser's
request for
such disclosure language. The obligation of the Seller to provide
the
above-referenced disclosure materials in any fiscal year of the
Trust will
terminate upon the Trustee's filing of a Form 15 with respect to
the Trust as to
that fiscal year in accordance with Section 13.8 of the Pooling and
Servicing
Agreement or the reporting requirements with respect to the Trust
under the
Securities Exchange Act of 1934, as amended, otherwise being
automatically
suspended. The Seller hereby acknowledges that the information to
be provided by
it pursuant to this Section will be used in the preparation of
reports on Form
8-K, Form 10-D or Form 10-K meeting the reporting requirements of
the Trust
under Section 13(a) and/or Section 15(d) of the Securities Exchange
Act of 1934,
as amended.
Section 10. Notices. All communications provided for or
permitted
hereunder shall be in writing and shall be deemed to have been duly
given if (a)
personally delivered, (b) mailed by registered or certified mail,
postage
prepaid and received by the addressee, (c) sent by express courier
delivery
service and received by the addressee, or (d) transmitted by telex
or facsimile
transmission (or any other type of electronic transmission agreed
upon by the
parties) and confirmed by a writing delivered by any of the means
described in
(a), (b) or (c), if (i) to the Purchaser, addressed to Morgan
Stanley Capital I
Inc., 1585 Broadway, New York, New York 10036, Attention: A.J.
Sfarra (or such
other address as may hereafter be furnished in writing by the
Purchaser), or
(ii) if to the Seller, addressed to the Seller at LaSalle Bank
National
Association, Real Estate Capital Markets, 135 South LaSalle Street,
Suite 3410,
Chicago, Illinois 60603, Attention: Brian Fetterolf, Telecopier
No.: (312)
904-0900, Telephone No.: (312) 992-2881, with a copy to LaSalle
Bank
Corporation, Legal Department, 135 South LaSalle Street, Suite 925,
Chicago,
Illinois 60603, Attention: Marlene L. Ellis, Telecopy No.: (312)
904-2340,
Telephone No.: (312) 904-9534.
Section 11. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is
prohibited or
that is held to be void or unenforceable shall be ineffective to
the extent of
such prohibition or unenforceability without invalidating the
remaining
provisions hereof. Any part, provision, representation, warranty or
covenant of
this Agreement that is prohibited or unenforceable or is held to be
void or
unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective
to the extent of such prohibition or unenforceability without
invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any
other jurisdiction. To the extent permitted by applicable law, the
parties
hereto waive any provision of law which prohibits or renders void
or
unenforceable any provision hereof.
Section 12. Further Assurances. The Seller and the Purchaser
each
agree to execute and deliver such instruments and take such actions
as the other
may, from time to time, reasonably request in order to effectuate
the purpose
and to carry out the terms of this Agreement and the Pooling and
Servicing
Agreement.
Section 13. Survival. Each party hereto agrees that the
representations, warranties and agreements made by it herein and in
any
certificate or other instrument delivered pursuant hereto shall be
deemed to be
relied upon by the other party, notwithstanding any investigation
heretofore or
hereafter made by the other party or on its behalf, and that
the
representations, warranties and agreements made by such other party
herein or in
any such certificate or other instrument shall survive the delivery
of and
payment for the Mortgage Loans and shall continue in full force and
effect,
notwithstanding any restrictive or qualified endorsement on the
Mortgage Notes
and notwithstanding subsequent termination of this Agreement.
Section 14. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES,
OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE
GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE
STATE OF NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION
5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
Section 15. Benefits of Mortgage Loan Purchase Agreement. This
Agreement shall inure to the benefit of and shall be binding upon
the Seller,
the Purchaser and their respective successors, legal
representatives, and
permitted assigns, and nothing expressed or mentioned in this
Agreement is
intended or shall be construed to give any other person any legal
or equitable
right, remedy or claim under or in respect of this Agreement, or
any provisions
herein contained, this Agreement and all conditions and provisions
hereof being
intended to be and being for the sole and exclusive benefit of such
persons and
for the benefit of no other person except that (a) each Underwriter
shall be a
third party beneficiary of the Seller's representations and
warranties set forth
in Section 4(a)(vii) and (b) the rights and obligations of the
Purchaser
pursuant to Sections 2, 4(a) (other than clause (vii)), 5, 11 and
12 hereof may
be assigned to the Trustee as may be required to effect the
purposes of the
Pooling and Servicing Agreement and, upon such assignment, the
Trustee shall
succeed to the rights and obligations hereunder of the Purchaser.
No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement
shall be
deemed a successor or permitted assigns because of such
ownership.
Section 16. Miscellaneous. This Agreement may be executed in two
or
more counterparts, each of which when so executed and delivered
shall be an
original, but all of which together shall constitute one and the
same
instrument. Neither this Agreement nor any term hereof may be
changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by
the party against whom enforcement of the change, waiver, discharge
or
termination is sought. The headings in this Agreement are for
purposes of
reference only and shall not limit or otherwise affect the meaning
hereof. The
rights and obligations of the Seller under this Agreement shall not
be assigned
by the Seller without the prior written consent of the Purchaser,
except that
any person into which the Seller may be merged or consolidated, or
any
corporation resulting from any merger, conversion or consolidation
to which the
Seller is a party, or any person succeeding to the entire business
of the Seller
shall be the successor to the Seller hereunder.
Section 17. Entire Agreement. This Agreement contains the
entire
agreement and understanding between the parties hereto with respect
to the
subject matter hereof (other than the Letter of Understanding,
the
Indemnification Agreement and the Pooling and Servicing Agreement),
and
supersedes all prior and contemporaneous agreements,
understandings, inducements
and conditions, express or implied, oral or written, of any nature
whatsoever
with respect to the subject matter hereof. The express terms hereof
control and
supersede any course of performance or usage of the trade
inconsistent with any
of the terms hereof. Seller's obligations hereunder shall in no way
be expanded,
changed or otherwise affected by any amendment of or modification
to the Pooling
and Servicing Agreement including, without limitation, any defined
terms
therein, unless the Seller has consented to such amendment or
modification in
writing.
<PAGE>
IN WITNESS WHEREOF, the Purchaser and the Seller have caused
this
Agreement to be executed by their respective duly authorized
officers as of the
date first above written.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Brian S.
Fetterolf
--------------------------------------------
Name: Brian S.
Fetterolf
Title: V.P., Director of Structured Products
MORGAN STANLEY CAPITAL I INC.
By: /s/ Anthony J.
Sfarra
--------------------------------------------
Name: Anthony J Sfarra
Title: Executive Director
<PAGE>
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
APPENDIX II
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
<TABLE>
<CAPTION>
Mortgage Loan No. CMSA Loan No. CMSA Property No.
Mortgage Loan
Seller(1)
----------------- ------------- -----------------
-----------------------
<S>
<C>
<C>
<C>
1
1
1-001
LaSalle
2
1-002
LaSalle
3
1-003
LaSalle
4
1-004
LaSalle
5
1-005
LaSalle
6
1-006
LaSalle
7
1-007
LaSalle
8
1-008
LaSalle
9
1-009
LaSalle
10
1-010
LaSalle
11
1-011
LaSalle
12
1-012
LaSalle
13
1-013
LaSalle
14
1-014
LaSalle
15
1-015
LaSalle
16
1-016
LaSalle
17
1-017
LaSalle
18
1-018
LaSalle
19
1-019
LaSalle
20
1-020
LaSalle
21
1-021
LaSalle
22
1-022
LaSalle
23
1-023
LaSalle
24
1-024
LaSalle
30
7 7-001
LaSalle
32
9 9-001
LaSalle
35
12 12-001
LaSalle
38
15 15-001
LaSalle
40
17 17-001
LaSalle
41
18 18-001
LaSalle
49
22 22-001
LaSalle
25
52
25-001
LaSalle
53
25-002
LaSalle
54
25-003
LaSalle
55
25-004
LaSalle
56
25-005
LaSalle
57
25-006
LaSalle
61
29 29-001
LaSalle
63
31 31-001
LaSalle
64
32 32-001
LaSalle
65
33 33-001
LaSalle
66
34 34-001
LaSalle
68
36 36-001
LaSalle
69
37 37-001
LaSalle
76
44 44-001
LaSalle
77
45 45-001
LaSalle
78
46 46-001
LaSalle
79
47 47-001
LaSalle
81
49 49-001
LaSalle
52
84
52-001
LaSalle
85
52-002
LaSalle
86
52-003
LaSalle
87
53 53-001
LaSalle
89
55 55-001
LaSalle
59
93
59-001
LaSalle
94
59-002
LaSalle
95
59-003
LaSalle
96
59-004
LaSalle
97
59-005
LaSalle
98
59-006
LaSalle
99
59-007
LaSalle
102
62 62-001
LaSalle
104
64 64-001
LaSalle
105
65 65-001
LaSalle
66
106
66-001
LaSalle
107
66-002
LaSalle
108
67 67-001
LaSalle
110
69 69-001
LaSalle
111
70 70-001
LaSalle
113
72 72-001
LaSalle
114
73 73-001
LaSalle
116
75 75-001
LaSalle
120
79 79-001
LaSalle
121
80 80-001
LaSalle
126
85 85-001
LaSalle
127
86 86-001
LaSalle
129
88 88-001
LaSalle
134
93 93-001
LaSalle
135
94 94-001
LaSalle
137
96 96-001
LaSalle
139
98 98-001
LaSalle
140
99 99-001
LaSalle
143
102 102-001
LaSalle
145
104 104-001
LaSalle
146
105 105-001
LaSalle
148
107 107-001
LaSalle
149
108 108-001
LaSalle
150
109 109-001
LaSalle
151
110 110-001
LaSalle
153
112 112-001
LaSalle
158
117 117-001
LaSalle
160
119 119-001
LaSalle
161
120 120-001
LaSalle
162
121 121-001
LaSalle
165
124 124-001
LaSalle
171
130 130-001
LaSalle
176
135 135-001
LaSalle
138
179
138-001
LaSalle
180
138-002
LaSalle
181
139 139-001
LaSalle
184
142 142-001
LaSalle
188
146 146-001
LaSalle
190
148
148-001
LaSalle
195
153 153-001
LaSalle
196
154 154-001
LaSalle
200
158 158-001
LaSalle
201
159
159-001
LaSalle
204
162 162-001
LaSalle
205
163 163-001
LaSalle
208
166 166-001
LaSalle
168
210
168-001
LaSalle
211
168-002
LaSalle
212
168-003
LaSalle
213
168-004
LaSalle
215
170 170-001
LaSalle
219
174 174-001
LaSalle
177
222
177-001
LaSalle
223
177-002
LaSalle
224
177-003
LaSalle
226
179 179-001
LaSalle
227
180 180-001
LaSalle
229
182 182-001
LaSalle
230
183 183-001
LaSalle
231
184 184-001
LaSalle
232
185 185-001
LaSalle
233
186 186-001
LaSalle
234
187 187-001
LaSalle
235
188 188-001
LaSalle
236
189 189-001
LaSalle
237
190 190-001
LaSalle
238
191 191-001
LaSalle
239
192 192-001
LaSalle
240
193 193-001
LaSalle
242
195 195-001
LaSalle
243
196 196-001
LaSalle
245
198 198-001
LaSalle
246
199 199-001
LaSalle
248
201 201-001
LaSalle
249
202 202-001
LaSalle
251
204 204-001
LaSalle
252
205 205-001
LaSalle
253
206 206-001
LaSalle
254
207 207-001
LaSalle
255
208 208-001
LaSalle
256
209 209-001
LaSalle
257
210 210-001
LaSalle
258
211 211-001
LaSalle
260
213 213-001
LaSalle
261
214 214-001
LaSalle
262
215 215-001
LaSalle
263
216 216-001
LaSalle
264
217 217-001
LaSalle
265
218 218-001
LaSalle
270
223 223-001
LaSalle
271
224 224-001
LaSalle
227
274
227-001
LaSalle
275
227-002
LaSalle
276
228 228-001
LaSalle
277
229 229-001
LaSalle
278
230 230-001
LaSalle
280
232 232-001
LaSalle
281
233 233-001
LaSalle
282
234 234-001
LaSalle
283
235 235-001
LaSalle
284
236 236-001
LaSalle
285
237 237-001
LaSalle
288
240 240-001
LaSalle
289
241 241-001
LaSalle
290
242 242-001
LaSalle
292
244 244-001
LaSalle
294
246 246-001
LaSalle
296
248 248-001
LaSalle
297
249 249-001
LaSalle
298
250 250-001
LaSalle
299
251 251-001
LaSalle
300
252 252-001
LaSalle
302
254 254-001
LaSalle
303
255 255-001
LaSalle
304
256 256-001
LaSalle
305
257 257-001
LaSalle
308
260 260-001
LaSalle
261
309
261-001
LaSalle
310
261-002
LaSalle
311
262 262-001
LaSalle
312
263 263-001
LaSalle
313
264 264-001
LaSalle
314
265 265-001
LaSalle
315
266 266-001
LaSalle
316
267 267-001
LaSalle
317
268 268-001
LaSalle
318
269 269-001
LaSalle
<CAPTION>
Mortgage Loan No. Property Name(2)
Loan Group
Cross-Collateralization(2)
-----------------
-------------------------------------------------------
----------
--------------------------
<S>
<C>
<C>
<C>
RREEF Industrial Portfolio
No
1 1310-1380
Kifer Road (I)
1 No
2 Hayward
Business Park (I)
1 No
3 Walsh at
Lafayette (I)
1 No
4 Wiegman
Distribution Center (I)
1 No
5 Fremont
Commerce Center (I)
1 No
6 Montague
Industrial Center (I)
1 No
7 Dixon Landing
Business Park (I)
1 No
8
Bay Center
Business Park II (I)
1 No
9 Huntwood
Business Center (I)
1 No
10 Port of
Oakland Business Center (I)
1 No
11 Charcot
Business Center (I)
1 No
12 Cabot
Boulevard Warehouse (I)
1 No
13 Bay Center
Business Park III (I)
1 No
14 Bayview
Business Center (I)
1 No
15 1710 Little
Orchard (I)
1 No
16 COG Warehouse
(I)
1 No
17 Industrial
Drive (I)
1 No
18 Okidata
Distribution Center (I)
1 No
19 Eden Landing
Business Center (I)
1 No
20 Doolittle
Business Center (I)
1 No
21 Bay Center
Distribution Center (I)
1 No
22 Cadillac
Court I (I)
1 No
23 Bay Center
Business Park I (I)
1 No
24 Cadillac
Court II (I)
1 No
30 Gateway
Center IV
1 No
32 Harbour
Centre
1 No
35 Broadway Office
1 No
38 Scott
Foresman Building
1 No
40 Meridian
Plaza
1
No
41 Riverwood
Corporate Center
1 No
49 Devlin's
Pointe Apartments
1 No
Prium Portfolio
No
52 Prium
Portfolio - Puyallup (III)
1 No
53 Prium
Portfolio - Bremerton (III)
1 No
54 Prium
Portfolio - University Place (III)
1 No
55 Prium
Portfolio - Kennewick (III)
1 No
56 Prium
Portfolio - Aberdeen (III)
1 No
57 Prium
Portfolio - Seattle (III)
1 No
61 University
Heights II Student Housing
2 No
63 The Seasons
at Horsetooth Crossing
1 No
64 Pickerington
Square
1 No
65 ELS - Island
Vista MHP
2 No
66 Lansdowne
Medical Office Pavilion
1 No
68 NNN - One
Northlake Park
1 No
69 The Hague
Corporation
1 No
76 Baker Downs
2 No
77 Coffey
Industrial
1 No
78 Shops at Rock
Creek
1 No
79 880
Technology Drive
1 No
81 Shaker Run
Apartments
2 No
Wichita Falls Portfolio
No
84 Wichita Falls
Portfolio - The Woodlands (IV)
2 No
85 Wichita Falls
Portfolio - Lakeview Townhomes (IV)
2 No
86 Wichita Falls
Portfolio - Lake View Villas (IV)
2 No
87 Marketplace
at Darien
1 No
89 Grand
Commerce Center
1 No
Danube Portfolio
No
93 Danube
Portfolio - 4191 Cleveland Ave. (V)
2 No
94 Danube
Portfolio - 3130-3172 1st Ave. (V)
2 No
95 Danube
Portfolio - 1455 Missouri St. (V)
2 No
96 Danube
Portfolio - 951 Agate St. (V)
2 No
97 Danube
Portfolio - 1730-36 Thomas Ave. (V)
2 No
98 Danube
Portfolio - 4971-79 W. Point Loma Blvd. (V)
2 No
99 Danube
Portfolio - 3927 - 33 4th Ave. (V)
2 No
102 Walnut Hills
Plaza
1 No
104 Cedar Park
Apartments
2 No
105 Harbor
Pointe
2 No
The Ridge at Taylor Station & Heatherwood Terrace
No
106 The Ridge at
Taylor Station (VI)
2 No
107 Heatherwood
Terrace (VI)
2 No
108 Creekwood
Landing
2 No
110 Follini
Portfolio - Stroudwater Crossings (C)
1 Yes
111 Follini
Portfolio - Orthopaedic Associates (C)
1 Yes
113 Gateway
Center
1 No
114 Lincoln Park
West
2 No
116 Colony Oaks by the Bay
Apartments
2 No
120 Canton
Landing Shopping
1 No
121 Savannah
Financial Center
1
No
126 The Commons
1 No
127 Holiday Inn
- Wilmington, NC
1 No
129 10-18
Brainerd Road
2 No
134 Bay Valley
Foods
1 No
135 10 Falcon
Crest Drive
1 No
137 Promenade
Shoppes at Pine Gardens
1 No
139 Lakewood
House
2 No
140 The
Boulevard of Shoppes
1 No
143 Rolling
Meadows Strip Center
1 No
145 CapMar
Office
1 No
146 Norfolk
Commerce Park V
1 No
148 Hollander
Industrial Park
1 No
149 Blanco Self
Storage
1 No
150 Willow Trace
Apartments
2 No
151 San Marcos
Self Storage
1 No
153 Strongbox -
1516 N Orleans
1 No
158 Arizona Commons II
2 No
160 The Bluffs
at Northwoods
2 No
161 Lowe's -
Nampa
1 No
162 Stoneybrook
Apartments
2 No
165 Millyard
Plaza
1 No
171 Springtown
Shopping Center
1 No
176 Leisure
Village MHC
2 No
Oklahoma Self Storage Portfolio
No
179 Amazing
Space Self Storage (VII)
1 No
180 Ardmore Self
Storage (VII)
1 No
181 Galloway
Crossing
1 No
184
Glen
Professional Plaza
1 No
188 U-Stor
Blanding
1 No
190 Mass Mutual
Building
1 No
195 Miami Bluffs
Apartments
2 No
196 Orchard Park
Apartments
2 No
200 Canon
Perdido Office
1 No
201 Forest Grove
Shopping
1 No
204 Parkway
Plaza - Sanibel, FL
1 No
205 Doral Centre
1 No
208 VE - Holiday
Inn Express Brownsville, TX
1 No
Tarbell Apartment Portfolio
No
210 Tarbell
Apartments 2 - Perkins Place & Fox Ridge (VIII)
2 No
211 Tarbell
Apartments 1 - Barrington Hill (VIII)
2 No
212 Tarbell
Apartments 4 - McDuffee (VIII)
2 No
213 Tarbell
Apartments 3 - Kearsarge (VIII)
2 No
215 Wedgewood
Commons II Apartments
2 No
219 Strongbox -
1650 W. Irving Park
1 No
Little Rock Retail Portfolio
No
222 Little Rock
Retail - Somers Plaza (IX)
1 No
223 Little Rock
Retail - Apple Valley Shopping Center (IX)
1 No
224 Little Rock
Retail - Lakewood (IX)
1 No
226 Chelsea
Apartments
2
No
227 Old Mill
Shops
1 No
229 Marysville
Retail
1 No
230 Hampton Inn
- Walterboro, SC
1 No
231 Jasmine
Properties
1 No
232 Indoor Self
Storage
1 No
233 Lotus Plaza
& Starbucks
1 No
234 210 West
Capitol Drive
1 No
235 Arlington
Apartments
2 No
236 Windsor
Village Shopping Center
1 No
237 Michaels
Duluth
1 No
238 Forum
Business Park II
1 No
239 The Extra
Closet
1 No
240 Independence
Commons MHC
1 No
242 VE - Waldan
Chase Apartments
2 No
243 3555 West
Van Buren Street
1 No
245 Cornelius
Mini Storage
1 No
246 Meadow Park
Apartments
2 No
248 Stonecrest
Apartments
2 No
249 Durango
Professional Plaza
1 No
251 620 Quintard
Drive
1 No
252 FedEx -
Macon, GA
1 No
253 CVS
Zanesville, OH
1 No
254 Citrus Park
Crossing
1 No
255 Walgreens
Westfield
1 No
256 TGW Ermanco
1 No
257 Glendale
Industrial
1 No
258 Godley
Station
1 No
260
Mountain View
Center
1 No
261 CVS -
Dunkirk, NY
1 No
262 Tallahatchie
Centre
1 No
263 Cambridge
Building
1 No
264 CVS
Meadville, PA
1 No
265 Lancaster
Properties
2 No
270 Gleannlock
Farms
1 No
271 All About
Storage
1 No
Strauss Portfolio
No
274 Strauss
Portfolio - 3670-3680 Park Blvd. (X)
2 No
275 Strauss
Portfolio - 3602-3608 Park Blvd. (X)
2 No
276 All Spanaway
Storage
1 No
277 Houston
Levee Collections Shopping Center
1 No
278 26901 Cannon
Road
1 No
280 Athens Town
Center
1 No
281 All Star
Self Storage
1 No
282 Memorial
Self Storage
1 No
283 Newtown Self
Storage
1 No
284 Ellsworth
Crossing
1 No
285 Tice Mobile
Home Community
2 No
288 West Side
Mini Storage
1 No
289 Springhouse
Office Park
1 No
290 Estacada
Mini Storage
1 No
292 Grand Island
Apartments
2 No
294 Middleton
Commons
2 No
296 Bryan
Freedom Center
1 No
297 Huntingdon
Plaza Shopping Center
1 No
298 Century
Professional Buildings
1 No
299 Sunbelt
Rentals
1 No
300 7th &
Greentree Retail
1 No
302 Van Buren
Self Storage
1 No
303 Swainsboro
Shopping Center
1 No
304 Country
Estates MHP
1 No
305 Forest Hill
Center
1 No
308 Mesa Sunrise
Shopping Center
1 No
Tennessee Self Storage Portfolio
No
309 North Gate
Self Storage (XI)
1 No
310 A-1 Self
Storage (XI)
1 No
311 Whitehall
Apartments
2 No
312 2750 West
Main
1 No
313 11930 and
11950 Starcrest Retail/Office
1 No
314 Q's Quick
Mini Storage
1 No
315 Mexia Plaza
Retail Center
1 No
316 Greentree
Village
2 No
317 Suncom
Center
1 No
318 Prineville
Storage
1 No
<CAPTION>
Mortgage Loan No. Original Balance
Cut-Off Date
Balance(3) NOI
DSCR(4) NCF
DSCR(4) Post IO
Period NCF DSCR(4)
----------------- ----------------
----------------------- ----------- -----------
--------------------------
<S>
<C>
<C>
<C>
<C>
<C>
$250,000,000
$250,000,000
2.28
2.10 NAP
1
$28,600,000
$28,600,000
2.28
2.10 NAP
2
$27,300,000
$27,300,000
2.28
2.10 NAP
3
$19,300,000
$19,300,000
2.28
2.10 NAP
4
$19,100,000
$19,100,000
2.28
2.10 NAP
5
$14,200,000
$14,200,000
2.28
2.10 NAP
6
$14,200,000
$14,200,000
2.28
2.10 NAP
7
$13,400,000
$13,400,000
2.28
2.10 NAP
8
$12,300,000
$12,300,000
2.28
2.10 NAP
9
$11,600,000
$11,600,000
2.28
2.10 NAP
10
$10,800,000
$10,800,000
2.28
2.10 NAP
11
$10,300,000
$10,300,000
2.28
2.10 NAP
12
$9,300,000
$9,300,000
2.28
2.10 NAP
13
$8,700,000
$8,700,000
2.28
2.10 NAP
14
$7,300,000
$7,300,000
2.28
2.10 NAP
15
$5,900,000
$5,900,000
2.28
2.10 NAP
16
$5,700,000
$5,700,000
2.28
2.10 NAP
17
$5,300,000
$5,300,000
2.28
2.10 NAP
18
$5,200,000
$5,200,000
2.28
2.10 NAP
19
$4,800,000
$4,800,000
2.28
2.10 NAP
20
$4,500,000
$4,500,000
2.28
2.10 NAP
21
$3,400,000
$3,400,000
2.28
2.10 NAP
22
$3,200,000
$3,200,000
2.28
2.10 NAP
23
$3,100,000
$3,100,000
2.28
2.10 NAP
24
$2,500,000
$2,500,000
2.28
2.10 NAP
30
$61,000,000
$61,000,000
1.50
1.41
1.19
32
$51,180,000
$51,180,000
1.61
1.53
1.26
35
$37,500,000
$37,500,000
2.33
2.10 NAP
38
$33,675,000
$33,675,000
1.78
1.74 NAP
40
$27,600,000
$27,600,000
1.53
1.46
1.25
41
$25,200,000
$25,200,000
1.58
1.46
1.21
49
$22,300,000
$22,300,000
1.38
1.32
1.09
$19,280,000
$19,178,640
1.28
1.24 NAP
52
$5,392,178
$5,363,830
1.28
1.24 NAP
53
$4,444,103
$4,420,739
1.28
1.24 NAP
54
$3,370,111
$3,352,394
1.28
1.24 NAP
55
$2,444,257
$2,431,407
1.28
1.24 NAP
56
$2,073,915
$2,063,012
1.28
1.24 NAP
57
$1,555,436
$1,547,259
1.28
1.24 NAP
61
$17,000,000
$17,000,000
1.49
1.43
1.22
63
$16,100,000
$16,100,000
1.56
1.51
1.27
64
$15,200,000
$15,200,000
1.53
1.49 NAP
65
$14,800,000
$14,800,000
1.38
1.35
1.15
66
$14,000,000
$14,000,000
1.61
1.51
1.26
68
$13,350,000
$13,350,000
1.59
1.41
1.20
69
$13,000,000
$12,987,854
1.95
1.74 NAP
76
$11,960,000
$11,940,123
1.43
1.32 NAP
77
$11,700,000
$11,700,000
1.68
1.58
1.32
78
$11,700,000
$11,700,000
1.47
1.41
1.18
79
$11,560,000
$11,560,000
1.45
1.38
1.15
81
$11,000,000
$11,000,000
1.34
1.28 NAP
$10,600,000
$10,600,000
1.81
1.69
1.34
84
$4,799,998
$4,799,998
1.81
1.69
1.34
85
$4,320,030
$4,320,030
1.81
1.69
1.34
86
$1,479,972
$1,479,972
1.81
1.69
1.34
87
$10,350,000
$10,330,129
1.27
1.22 NAP
89
$10,000,000
$9,993,314
1.27
1.21 NAP
$9,500,000
$9,500,000
1.41
1.37
1.14
93
$1,974,848
$1,974,848
1.41
1.37
1.14
94
$1,871,212
$1,871,212
1.41
1.37
1.14
95
$1,445,152
$1,445,152
1.41
1.37
1.14
96
$1,364,545
$1,364,545
1.41
1.37
1.14
97
$1,105,455
$1,105,455
1.41
1.37
1.14
98
$996,061
$996,061
1.41
1.37
1.14
99
$742,727
$742,727
1.41
1.37
1.14
102
$9,000,000
$9,000,000
1.48
1.43
1.20
104
$9,000,000
$8,991,721
1.43
1.34 NAP
105
$9,000,000
$8,985,146
1.39
1.31 NAP
$9,000,000
$8,976,024
1.34
1.20 NAP
106
$5,230,769
$5,216,835
1.34
1.20 NAP
107
$3,769,231
$3,759,190
1.34
1.20 NAP
108
$8,940,000
$8,925,279
1.37
1.27 NAP
110
$4,680,000
$4,680,000
1.60
1.48
1.24
111
$3,870,000
$3,870,000
1.60
1.48
1.24
113
$8,300,000
$8,300,000
1.43
1.33
1.13
114
$8,200,000
$8,200,000
1.50
1.45 NAP
116
$7,720,000
$7,707,259
1.35
1.27 NAP
120
$7,600,000
$7,592,214
1.30
1.20 NAP
121
$7,500,000
$7,500,000
1.52
1.38
1.16
126
$7,200,000
$7,189,022
2.78
2.54 NAP
127
$7,023,000
$6,995,290
1.52
1.34 NAP
129
$6,900,000
$6,894,266
1.28
1.26 NAP
134
$6,675,000
$6,657,313
1.42
1.29 NAP
135
$6,650,000
$6,650,000
1.70
1.54
1.29
137
$6,525,000
$6,525,000
1.48
1.40
1.20
139
$6,500,000
$6,500,000
1.28
1.23 NAP
140
$6,500,000
$6,500,000
1.56
1.47
NAP
143
$6,400,000
$6,400,000
1.89
1.76 NAP
145
$6,250,000
$6,250,000
1.30
1.22
1.05
146
$6,200,000
$6,200,000
1.80
1.58
1.31
148
$6,040,000
$6,033,976
1.30
1.20 NAP
149
$6,000,000
$6,000,000
1.51
1.47
1.25
150
$5,880,000
$5,880,000
1.65
1.54 NAP
151
$5,850,000
$5,850,000
1.48
1.44
1.22
153
$5,800,000
$5,793,910
1.46
1.43 NAP
158
$5,600,000
$5,600,000
1.30
1.23 NAP
160
$5,575,000
$5,575,000
1.90
1.75 NAP
161
$5,575,000
$5,575,000
1.27
1.27 NAP
162
$5,500,000
$5,500,000
1.42
1.35
1.15
165
$5,300,000
$5,300,000
1.52
1.42
1.20
171
$5,040,000
$5,040,000
1.56
1.44
1.22
176
$4,800,000
$4,795,533
1.42
1.39 NAP
$4,625,000
$4,620,396
1.30
1.25 NAP
179
$3,225,000
$3,221,790
1.30
1.25 NAP
180
$1,400,000
$1,398,606
1.30
1.25 NAP
181
$4,500,000
$4,500,000
1.37
1.28
1.07
184
$4,490,000
$4,490,000
1.35
1.25 NAP
188
$4,375,000
$4,375,000
1.38
1.34 NAP
190
$4,300,000
$4,300,000
1.70
1.51
1.25
195
$4,200,000
$4,200,000
1.56
1.46
1.23
196
$4,200,000
$4,195,851
1.46
1.35
NAP
200
$4,000,000
$4,000,000
1.67
1.56
1.33
201
$4,000,000
$4,000,000
1.37
1.26 NAP
204
$4,000,000
$3,996,227
1.42
1.24 NAP
205
$4,000,000
$3,996,003
1.30
1.21 NAP
208
$3,800,000
$3,800,000
1.88
1.66 NAP
$3,800,000
$3,796,246
1.29
1.21 NAP
210
$1,388,309
$1,386,937
1.29
1.21 NAP
211
$1,213,779
$1,212,580
1.29
1.21 NAP
212
$674,322
$673,655
1.29
1.21 NAP
213
$523,591
$523,074
1.29
1.21 NAP
215
$3,760,000
$3,756,235
1.36
1.21 NAP
219
$3,700,000
$3,696,115
2.15
2.11 NAP
$3,600,000
$3,600,000
1.34
1.17 NAP
222
$1,568,317
$1,568,317
1.34
1.17 NAP
223
$1,069,307
$1,069,307
1.34
1.17 NAP
224
$962,376
$962,376
1.34
1.17 NAP
226
$3,525,000
$3,521,826
1.34
1.21 NAP
227
$3,500,000
$3,500,000
1.53
1.45
1.21
229
$3,420,000
$3,416,193
1.27
1.20 NAP
230
$3,433,000
$3,399,116
1.51
1.34 NAP
231
$3,300,000
$3,286,621
2.03
1.80 NAP
232
$3,250,000
$3,246,946
1.23
1.20 NAP
233
$3,200,000
$3,200,000
1.31
1.23 NAP
234
$3,200,000
$3,194,583
1.39
1.24 NAP
235
$3,200,000
$3,194,266
1.30
1.20 NAP
236
$3,150,000
$3,146,906
1.40
1.28 NAP
237
$3,100,000
$3,100,000
1.38
1.30 NAP
238
$3,100,000
$3,096,890
1.35
1.24 NAP
239
$3,040,000
$3,034,650
1.33
1.30 NAP
240
$3,000,000
$3,000,000
1.89
1.81 NAP
242
$3,000,000
$2,992,529
1.33
1.27 NAP
243
$2,900,000
$2,895,045
1.51
1.40 NAP
245
$2,850,000
$2,847,168
1.29
1.26 NAP
246
$2,840,000
$2,840,000
1.59
1.44
1.16
248
$2,800,000
$2,800,000
1.55
1.47
1.24
249
$2,800,000
$2,794,983
1.33
1.24
NAP
251
$2,750,000
$2,750,000
1.50
1.42 NAP
252
$2,678,000
$2,675,329
1.27
1.22 NAP
253
$2,650,000
$2,650,000
1.16
1.16 NAP
254
$2,625,000
$2,621,235
1.30
1.25 NAP
255
$2,607,000
$2,607,000
2.14
2.12 NAP
256
$2,600,000
$2,600,000
1.85
1.60
1.35
257
$2,560,000
$2,560,000
1.85
1.60
1.36
258
$2,570,000
$2,559,683
1.32
1.23 NAP
260
$2,500,000
$2,500,000
1.39
1.37
1.15
261
$2,490,000
$2,490,000 1.16
1.16 NAP
262
$2,490,000
$2,485,488
1.58
1.42 NAP
263
$2,470,000
$2,467,527
1.58
1.39 NAP
264
$2,445,000
$2,445,000
1.16
1.16 NAP
265
$2,445,000
$2,438,765
1.27
1.21 NAP
270
$2,381,000
$2,378,612
1.34
1.26 NAP
271
$2,360,000
$2,360,000
1.53
1.49
1.25
$2,310,000
$2,310,000
1.59
1.49
1.24
274
$1,659,966
$1,659,966
1.59
1.49
1.24
275
$650,034
$650,034
1.59
1.49
1.24
276
$2,300,000
$2,297,715
1.65
1.60 NAP
277
$2,225,000
$2,225,000
1.52
1.42
1.21
278
$2,180,000
$2,180,000
1.41
1.26 NAP
280
$2,100,000
$2,098,038
1.26
1.18 NAP
281
$2,080,000
$2,077,889
1.33
1.29 NAP
282
$2,075,000
$2,067,953
1.30
1.24 NAP
283
$2,035,000
$2,035,000
1.54
1.49
1.26
284
$2,000,000
$2,000,000
1.56
1.48
1.26
285
$2,000,000
$1,998,005
1.13
1.08 NAP
288
$1,900,000
$1,898,180
1.27
1.21 NAP
289
$1,900,000
$1,898,134
1.30
1.19 NAP
290
$1,900,000
$1,898,112
1.32
1.27 NAP
292
$1,820,000
$1,820,000
1.54
1.43 NAP
294
$1,710,000
$1,710,000
1.53
1.43
1.20
296
$1,640,000
$1,638,404
1.32
1.23 NAP
297
$1,560,000
$1,557,407
1.30
1.20 NAP
298
$1,550,000
$1,548,445
1.36
1.21 NAP
299
$1,538,441
$1,533,498
1.41
1.35
NAP
300
$1,500,000
$1,500,000
2.19
2.04
1.74
302
$1,500,000
$1,498,599
1.81
1.73 NAP
303
$1,500,000
$1,498,507
1.43
1.22 NAP
304
$1,500,000
$1,498,495
1.43
1.37 NAP
305
$1,470,000
$1,467,483
1.30
1.22
NAP
308
$1,360,000
$1,358,763
1.35
1.29 NAP
$1,280,000
$1,280,000
1.49
1.42
1.24
309
$643,975
$643,975
1.49
1.42
1.24
310
$636,025
$636,025
1.49
1.42
1.24
311
$1,250,000
$1,248,784
1.30
1.20 NAP
312
$1,240,000
$1,237,930
1.29
1.21 NAP
313
$1,225,000
$1,223,364
1.45
1.25 NAP
314
$1,136,000
$1,134,989
1.27
1.22 NAP
315
$1,125,000
$1,125,000
1.58
1.48 NAP
316
$1,025,000
$1,024,010
1.42
1.37 NAP
317
$1,009,222
$1,009,222
1.34
1.27 NAP
318
$950,000
$950,000
1.51
1.41 NAP
<CAPTION>
Mortgage Loan No. Cut-Off Date LTV(4)
Balloon
LTV(4)
Cut-Off Date LTV Without Tax Credits(4)
----------------- -------------------
--------------
---------------------------------------
<S>
<C>
<C>
<C>
52.5%
52.5% NAP
1
52.5%
52.5% NAP
2
52.5%
52.5% NAP
3
52.5%
52.5% NAP
4
52.5%
52.5% NAP
5
52.5%
52.5% NAP
6
52.5%
52.5% NAP
7
52.5%
52.5% NAP
8
52.5%
52.5% NAP
9
52.5%
52.5% NAP
10
52.5%
52.5% NAP
11
52.5%
52.5% NAP
12
52.5%
52.5% NAP
13
52.5%
52.5% NAP
14
52.5%
52.5% NAP
15
52.5%
52.5% NAP
16
52.5%
52.5% NAP
17
52.5%
52.5% NAP
18
52.5%
52.5% NAP
19
52.5%
52.5% NAP
20
52.5%
52.5% NAP
21
52.5%
52.5% NAP
22
52.5%
52.5% NAP
23
52.5%
52.5%
NAP
24
52.5%
52.5% NAP
30
79.2%
74.2% NAP
32
73.1%
68.1% NAP
35
54.3%
54.3% NAP
38
64.8%
64.8% NAP
40
72.4%
68.1% NAP
41
79.5%
74.2% NAP
49
72.6%
65.3% NAP
73.7%
63.4% NAP
52
73.7%
63.4% NAP
53
73.7%
63.4% NAP
54
73.7%
63.4% NAP
55
73.7%
63.4% NAP
56
73.7%
63.4% NAP
57
73.7%
63.4% NAP
61
67.2%
61.0% NAP
63
64.9%
58.7% NAP
64
76.0%
76.0% NAP
65
76.3%
71.6% NAP
66
79.5%
71.6% NAP
68
75.0%
70.4% NAP
69
65.9%
56.6% NAP
76
79.0%
68.1% NAP
77
71.8%
67.1% NAP
78
79.6%
74.4% NAP
79
80.0%
72.1% NAP
81
59.1%
38.5% NAP
78.9%
71.7% NAP
84
78.9%
71.7% NAP
85
78.9%
71.7% NAP
86
78.9%
71.7% NAP
87
75.5%
63.9% NAP
89
75.7%
71.1% NAP
57.6%
51.9% NAP
93
57.6%
51.9% NAP
94
57.6%
51.9% NAP
95
57.6%
51.9% NAP
96
57.6%
51.9% NAP
97
57.6%
51.9% NAP
98
57.6%
51.9% NAP
99
57.6%
51.9% NAP
102
72.6%
67.9% NAP
104
79.9%
68.8% NAP
105
77.7%
67.0% NAP
76.7%
65.9% NAP
106
76.7%
65.9% NAP
107
76.7%
65.9% NAP
108
78.3%
67.5% NAP
110
78.8%
69.7% NAP
111
78.8%
69.7% NAP
113
75.5%
70.7% NAP
114
52.6%
52.6% NAP
116
77.3%
66.7% NAP
120
80.1%
67.9% NAP
121
77.3%
68.5% NAP
126
33.0%
25.3% NAP
127
72.9%
57.5% NAP
129
78.3%
74.3% NAP
134
74.4%
63.9% NAP
135
80.1%
70.9% NAP
137
69.8%
65.6% NAP
139
76.5%
71.9% NAP
140
79.8%
79.8%
