EX-99.4 7 ms8155506-ex99_4.txt MLPA Exhibit 99.4 MORTGAGE LOAN PURCHASE AGREEMENT (NCB, FSB LOANS) Mortgage Loan Purchase Agreement (this "Agreement"), dated as of March 1, 2007, between NCB, FSB (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 March 1, 2007, between the Purchaser, as depositor, Wells Fargo Bank, N.A. as General Master Servicer, LNR Partners, Inc., as General Special Servicer, NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer and U.S. Bank National Association, as Trustee, Paying Agent and Certificate Registrar. In exchange for the Mortgage Loans and certain other mortgage loans (the "Other Mortgage Loans") to be purchased by the Purchaser, the Trust will issue to the Depositor pass-through certificates to be known as Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 (the "Certificates"). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class A-M and Class A-J Certificates (the "Public Certificates") will be sold by the Purchaser to Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America 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 March 22, 2007 (the "Underwriting Agreement"), and the Class X, Class X-Y, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class 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 March 22, 2007 (the "Certificate Purchase Agreement"). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated February 6, 2007, as supplemented by a Prospectus Supplement dated March 22, 2007 (together, the "Prospectus Supplement"), and the Initial Purchaser will offer the Private Certificates (other than the Class EI, Class R-I, Class R-II and Class R-III Certificates) for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum, dated as of March 22, 2007 (the "Memorandum"). In consideration of the mutual agreements contained herein, the Seller and the Purchaser hereby agree as follows: Section 1. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Cut-Off Date with respect to each Mortgage Loan is such Mortgage Loan's Due Date in the month of March 2007. The Mortgage Loans and the Other Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $196,684,571. The sale of the Mortgage Loans shall take place on March 29, 2007 or such other date as shall be mutually acceptable to the parties hereto (the "Closing Date"). The purchase price to be paid by the Purchaser for the Mortgage Loans shall equal the amount set forth as such purchase price 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, 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 and on or prior to the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached hereto as Exhibit 5 in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, the applicable Master Servicer and, in the event of the failure or incapacity of the Trustee and the applicable Master Servicer, the Special Servicer, to submit for recording, at the expense of the Seller, any mortgage loan documents required to be recorded as described in the Pooling and Servicing Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Trustee). The Seller agrees to reasonably cooperate with the Trustee, the applicable Master Servicer and the applicable Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the Seller produces evidence that it has sent any such assignment for recording and certifies that the Seller is awaiting its return from the applicable recording office. In addition, not later than the 30th day following the Closing Date, the Seller shall deliver to 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 in blank or endorsed "Pay to the order of U.S. Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13, 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, Seller, 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) 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 "U.S. Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13"; (e) Originals of all intervening assignments of Mortgage, if any, with evidence of recording thereon or, if such original assignments of Mortgage have been delivered to the appropriate recorder's office for recordation, certified true copies of such assignments of Mortgage certified by the Seller, or in the case of an original blanket intervening assignment of Mortgage retained by the Seller, a copy thereof certified by the Seller or, if any original intervening assignment of Mortgage has not yet been returned on or prior to the 90th day following the Closing Date from the applicable recording office or has been lost, a true and correct copy thereof, together with (i) in the case of a delay caused by the public recording office, an 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; (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, Seller, 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 (as defined below) of the Seller stating that such Assignment of Leases has been sent to the appropriate public recording official for recordation or (ii) in the case of an original Assignment of Leases that has been lost after recordation, a certification by the appropriate county recording office where such Assignment of Leases is recorded that such copy is a true and complete copy of the original recorded Assignment of Leases, in each case together with an original assignment of such Assignment of Leases, in recordable form (except for recording information not yet available if the instrument being recorded has not been returned from the applicable recording office), signed by the holder of record in favor of "U.S. Bank National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13," which assignment may be effected in the related Assignment of Mortgage; (g) The original or a copy of each guaranty, if any, constituting additional security for the repayment of such Mortgage Loan; (h) The original Title Insurance Policy, or in the event such original Title Insurance Policy has not been issued, a binder, actual "marked-up" title commitment, pro forma policy, or an agreement to provide any of the foregoing pursuant to binding escrow instructions executed by the title company or its authorized agent with the original Title Insurance Policy to follow within 180 days of the Closing Date, or a copy of any of the foregoing certified by the title company with the original Title Insurance Policy to follow within 180 days of the Closing Date, or a preliminary title report with the original Title Insurance Policy to follow within 180 days of the Closing Date; (i) (A) Copies of UCC financing statements (together with all assignments thereof) filed in connection with a Mortgage Loan and (B) UCC-2 or UCC-3 financing statements assigning such UCC financing statements to the Trustee delivered in connection with the Mortgage Loan; (j) Copies of the related ground lease(s), if any, to any Mortgage Loan where the Mortgagor is the lessee under such ground lease and there is a lien in favor of the mortgagee in such lease. (k) Copies of any loan agreements, lock-box agreements and intercreditor agreements, if any, related to any Mortgage Loan; (l) Either (A) the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan (other than letters of credit representing tenant security deposits which have been collaterally assigned to the lender), which shall be assigned and delivered to the Trustee 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 30 days (but in any event to obtain within 90 days) following the Closing Date, an acknowledgement thereof by the bank (with a copy of such acknowledgement to be sent to the Trustee) 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; (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 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 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), (e) or (f), with evidence of recording thereon, because of a delay caused by the public recording office where such document or instrument has been delivered for recordation within such 90-day period, but the Seller delivers a photocopy thereof (to the extent available, certified by the appropriate county recorder's office to be a true and complete copy of the original thereof submitted for recording or, if such certification is not available, together with an 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 90-day period, the Seller shall then deliver within 180 days after the Closing Date the recorded document (or within such longer period after the Closing Date as the 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 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 (d) and (f)(ii) above (with recording information in blank if such information is not yet available). Within 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. 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 franchise comfort letter 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, attorney-client privileged communications, internal correspondence or credit analysis. 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 shall be delivered by the Seller in electronic form, to the extent such document is available in such form and such form is reasonably acceptable to the Master Servicer. Upon the sale of the Mortgage Loans by the Seller to the Purchaser pursuant to this Agreement, the ownership of each Mortgage Note, Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and its assigns, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller shall immediately vest in the Purchaser and its assigns, and shall be delivered promptly by the Seller to or on behalf of either the 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 9-115 thereof) as in force in the relevant jurisdiction. Notwithstanding the foregoing, the Seller makes no representation or warranty as to the perfection of any such security interest. Notifications to Persons holding such property, and acknowledgments, receipts, or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or Persons holding for, the Purchaser or its designee, as applicable, for the purpose of perfecting such security interest under applicable law. The Seller shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Agreement. In such case, the Seller shall file all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect such security interest in such property. In connection herewith, the Purchaser shall have all of the rights and remedies of a secured party and creditor under the Uniform Commercial Code as in force in the relevant jurisdiction. Notwithstanding anything to the contrary contained herein, and subject to Section 2(a), the Purchaser shall not be required to purchase any Mortgage Loan as to which any Mortgage Note (endorsed as described in clause (a) above) or lost note affidavit and indemnity required to be delivered to or on behalf of the Trustee or the Master Servicer pursuant to this Section 2 on or before the Closing Date is not so delivered, or is not properly executed or is defective on its face, and the Purchaser's acceptance of the related Mortgage Loan on the Closing Date shall in no way constitute a waiver of such omission or defect or of the Purchaser's or its successors' and assigns' rights in respect thereof pursuant to Section 5. Section 3. Examination of Mortgage Files and Due Diligence Review. The Seller shall (i) deliver to the Purchaser on or before the Closing Date a diskette acceptable to the Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by the Purchaser, (ii) deliver to the Purchaser investor files (collectively the "Collateral Information") with respect to the assets proposed to be included in the Mortgage Pool and made available at the Purchaser's headquarters in New York, and (iii) otherwise 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 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 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 federal savings bank in good standing under the laws of the United States of America. 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, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. (iii) No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Seller with this Agreement, or the consummation by the Seller of any transaction contemplated hereby, other than (1) such qualifications as may be required under state securities or blue sky laws, (2) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the Seller's sale of the Mortgage Loans to the Purchaser, (3) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained and (4) where the lack of such consent, approval, authorization, qualification, registration, filing or notice would not have a material adverse effect on the performance by the Seller under this Agreement. (iv) Neither the transfer of the Mortgage Loans to the Purchaser, nor the execution, delivery or performance of this Agreement by the Seller, conflicts or will conflict with, results or will result in a breach of, or constitutes or will constitute a default under (A) any term or provision of the Seller's articles of organization or by-laws, (B) any term or provision of any material agreement, contract, instrument or indenture to which the Seller is a party or by which it or any of its assets is bound or results in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) after giving effect to the consents or taking of the actions contemplated in subsection (iii), any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Seller or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by the Seller or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets of the Seller, or in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted. (v) There are no actions or proceedings against, or investigations of, the Seller pending or, to the Seller's knowledge, threatened in writing against the Seller before any court, administrative agency or other tribunal, the outcome of which could reasonably be expected to materially and adversely affect the transfer of the Mortgage Loans to the Purchaser or the execution or delivery by, or enforceability against, the Seller of this Agreement or have an effect on the financial condition of the Seller that would materially and adversely affect the ability of the Seller to perform its obligations under this Agreement. (vi) On the Closing Date, the sale of the Mortgage Loans pursuant to this Agreement will effect a transfer by the Seller of all of its right, title and interest in and to the Mortgage Loans to the Purchaser. (vii) To the Seller's knowledge, the Loan Seller Information (as defined in that certain indemnification agreement, dated as of March 22, 2007, between the Seller, the Purchaser, the Underwriters and the Initial Purchaser (the "Indemnification Agreement")) contained in the Disclosure Information (as defined in the Indemnification Agreement), the Memorandum and the Prospectus Supplement (i) does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) (other than the Memorandum) complies with the requirements of and contains all of the applicable information required by Regulation AB (as defined in the Indemnification Agreement). To induce the Purchaser to enter into this Agreement, the Seller hereby covenants that the foregoing representations and warranties and those set forth on Exhibit 2 hereto will be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct in all material respects as of such specified date. Each of the representations, warranties and covenants made by the Seller pursuant to this Section 4(a) shall survive the sale of the Mortgage Loans and shall continue in full force and effect notwithstanding any restrictive or qualified endorsement on the Mortgage Notes. (b) To induce the Seller to enter into this Agreement, the Purchaser hereby represents and warrants to the Seller as of the date hereof: (i) The Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware with full power and authority to carry on its business as presently conducted by it. (ii) The Purchaser has full power and authority to acquire the Mortgage Loans, to execute and deliver this Agreement and to enter into and consummate all transactions contemplated by this Agreement. The Purchaser has duly and validly authorized the execution, delivery and performance of this Agreement and has duly and validly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the Seller, constitutes the valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (iii) No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is required, under federal or state law, for the execution, delivery and performance of or compliance by the Purchaser with this Agreement, or the consummation by the Purchaser of any transaction contemplated hereby that has not been obtained or made by the Purchaser. (iv) Neither the purchase of the Mortgage Loans nor the execution, delivery and performance of this Agreement by the Purchaser will violate the Purchaser's certificate of incorporation or by-laws or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in a breach of, any material agreement, contract, instrument or indenture to which the Purchaser is a party or that may be applicable to the Purchaser or its assets. (v) The Purchaser's execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, rule, writ, injunction, order or decree of any court, or order or regulation of any federal, state or municipal government agency having jurisdiction over the Purchaser or its assets, which violation could materially and adversely affect the condition (financial or otherwise) or the operation of the Purchaser or its assets or could materially and adversely affect its ability to perform its obligations and duties hereunder. (vi) There are no actions or proceedings against, or investigations of, the Purchaser pending or, to the Purchaser's knowledge, threatened against the Purchaser before any court, administrative agency or other tribunal, the outcome of which could reasonably be expected to adversely affect the transfer of the Mortgage Loans, the issuance of the Certificates, the execution, delivery or enforceability of this Agreement or have an effect on the financial condition of the Purchaser that would materially and adversely affect the ability of the Purchaser to perform its obligation under this Agreement. (vii) The Purchaser has not dealt with any broker, investment banker, agent or other person, other than the Seller, the Underwriters, the Initial Purchaser and their respective affiliates, that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans or consummation of any of the transactions contemplated hereby. To induce the Seller to enter into this Agreement, the Purchaser hereby covenants that the foregoing representations and warranties will be true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date. Each of the representations and warranties made by the Purchaser pursuant to this Section 4(b) shall survive the purchase of the Mortgage Loans. Section 5. Remedies Upon Breach of Representations and Warranties Made by the Seller. (a) It is hereby acknowledged that the Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, 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 90 days from the Seller's receipt of the notice of such Material Document Defect or Material Breach, cure such Material Document Defect or Material Breach, as the case may be, in all material respects; provided, however, that if such Material Document Defect or Material Breach, as the case may be, cannot be corrected or cured in all material respects within such 90-day period, and such Material Document Defect or Material Breach would not cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), but the Seller is diligently attempting to effect such correction or cure, as certified by the Seller in an Officer's Certificate delivered to the Trustee, then the cure period will be extended for an additional 90 days unless, solely in the case of a Material Document Defect, (x) the Mortgage Loan is, at the end of the initial 90-day period, a Specially Serviced Mortgage Loan and a Servicing Transfer Event has occurred as a result of a monetary default or as described in clause (ii) or clause (v) of the definition of "Servicing Transfer Event" in the Pooling and Servicing Agreement and (y) the Material Document Defect was identified in a certification delivered to the Seller by the Trustee pursuant to Section 2.2 of the Pooling and Servicing Agreement not less than 90 days prior to the delivery of the notice of such Material Document Defect. The parties acknowledge that neither delivery of a certification or schedule of exceptions to the Seller pursuant to Section 2.2 of the Pooling and Servicing Agreement or otherwise nor possession of such certification or schedule by the Seller shall, in and of itself, constitute delivery of notice of any Material Document Defect or knowledge or awareness by the Seller of any Material Document Defect listed therein. The Seller hereby covenants and agrees that, if any such Material Document Defect or Material Breach cannot be corrected or cured in all material aspects within the above cure periods, the Seller shall, on or before the termination of such cure periods, either (i) repurchase the affected Mortgage Loan or REO Mortgage Loan from the Purchaser or its assignee at the Purchase Price as defined in the Pooling and Servicing Agreement, or (ii) if within the two-year period commencing on the Closing Date, at its option replace, without recourse, any Mortgage Loan or REO Mortgage Loan to which such defect relates with a Qualifying Substitute Mortgage Loan. If such Material Document Defect or Material Breach would cause the Mortgage Loan to be other than a "qualified mortgage" (as defined in the Code), then notwithstanding the previous sentence, such repurchase or substitution must occur within 90 days from the earlier of the date the Seller discovered or was notified of the breach or defect. The Seller agrees that any substitution shall be completed in accordance with the terms and conditions of the Pooling and Servicing Agreement. If (i) a Mortgage Loan is to be repurchased or replaced in connection with a Material Document Defect or Material Breach as contemplated above, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans in the Trust and (iii) the applicable document defect or breach does not constitute a Material Document Defect or Material Breach, as the case may be, as to such other Mortgage Loans (without regard to this paragraph), then the applicable document defect or breach (as the case may be) shall be deemed to constitute a Material Document Defect or Material Breach, as the case may be, as to each such other Mortgage Loan for purposes of the above provisions, and the Seller shall be obligated to repurchase or replace each such other Mortgage Loan in accordance with the provisions above, unless, in the case of such breach or document defect, both of the following conditions would be satisfied if the Seller were to repurchase or replace only those Mortgage Loans as to which a Material 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, upon 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 agreed 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 applicable 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 the Seller fails to correct or cure the Material Document Defect or Material Breach or purchase the REO Property, then the provisions above regarding notice of offers related to such REO Property and the Seller's right to purchase such REO Property shall apply. 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 applicable 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 applicable Special Servicer on its behalf) shall give written notice within three 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, NY 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 as of 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. (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 Loan 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 organization and by-laws. (d) A certificate of existence for the Seller from the Office of Thrift Supervision dated not earlier than 30 days prior to the Closing Date. (e) A certificate of the Secretary, Assistant Secretary or Vice President 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 to the Seller, dated the Closing Date, substantially in the form of Exhibit 6, attached hereto. (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 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 March 1, 2007. 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 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 described under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee and the Purchaser within one Business Day and in any event no later than two Business Days of the Seller becoming 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 Business Days following the Purchaser's request for such disclosure language. The obligation of the Seller to provide the above-referenced disclosure materials will terminate upon notice from the Purchaser or the Trustee that the Trustee has filed 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. The Seller hereby acknowledges that the information to be provided by it pursuant to this Section will be used in the preparation of reports 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: Andrew Berman, with a copy to Michelle Wilke (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 NCB, FSB, 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik. 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. 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. NCB, FSB By: /s/ Mindy Goldstein ----------------------------------- Name: Mindy Goldstein Title: Senior Vice President MORGAN STANLEY CAPITAL I INC. By: /s/ Anthony Sfarra ----------------------------------- Name: Anthony Sfarra Title: Vice President EXHIBIT 1 MORTGAGE LOAN SCHEDULE DISCLAIMER Prospective investors are advised to read carefully, and should rely solely on, the Prospectus Supplement dated March 22, 2007, and accompanying Prospectus dated February 6, 2007 (together, the "Prospectus") relating to the Certificates referred to below in making their investment decision. This diskette accompanies and is a part of the Prospectus relating to the Commercial Mortgage Pass-Through Certificates Series 2007-IQ13 (the "Certificates"). The information set forth on this diskette is an electronic copy of the information set forth in Appendix II labeled "Certain Characteristics of the Mortgage Loans" in the Prospectus. This diskette should be reviewed only in conjunction with the entire Prospectus. This diskette does not contain all relevant information relating to the Certificates. Such information is described elsewhere in the Prospectus. Methodologies used in deriving certain information contained on this diskette are more fully described elsewhere in the Prospectus. The information on this diskette should not be viewed as projections, forecasts, predictions or opinions with respect to value. IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. APPENDIX II CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
Mortgage Mortgage Loan No. CMSA Loan No. CMSA Property No. Loan Seller(1) Property Name(2) Loan Group -------- ------------- ----------------- -------------- ---------------------------------- ---------- 27 27 27-001 NCB,FSB West Garrett Place 1 31 31 31-001 NCB,FSB Penn Nursing Building 1 39 39 39-001 NCB,FSB 175-20 Wexford Terrace Owners 2 41 41 41-001 NCB,FSB Manor Towers Owners 2 47 47 47-001 NCB,FSB Laurelton Gardens Corp. 2 48 48 48-001 NCB,FSB 310/312 East 23rd Apartment Corp. 2 50 50 50-001 NCB,FSB Bywater Mutual Homes, Inc. I & II 2 53 53 53-001 NCB,FSB Inwood Owners, Inc. 2 63 63 63-001 NCB,FSB Lawrenceville Town Center 1 66 66 66-001 NCB,FSB Knollwood Manor, Inc. 2 75 75 75-001 NCB,FSB Morton-Barrow Owners 2 76 76 76-001 NCB,FSB High Meadow Cooperative No. 1 2 81 81 81-001 NCB,FSB Fairburn Towne Houses 2 83 83 83-001 NCB,FSB Westerfield Townhouses Cooperative 2 90 90 90-001 NCB,FSB Bay Terrace Cooperative Section X 2 96 96 96-001 NCB,FSB Gorman's Furniture-Novi 1 102 102 102-001 NCB,FSB Sherbrooke Smithtown Owners 2 109 109 109-001 NCB,FSB The Ponce De Leon Cooperative 2 111 111 111-001 NCB,FSB Thornton Place Owners 2 113 113 113-001 NCB,FSB The Curtis Residence 2 118 118 118-001 NCB,FSB Beechwood Gardens Owners 2 121 121 121-001 NCB,FSB Orchard Village Shopping Center 1 122 122 122-001 NCB,FSB Briar Hill Owners Corp. 2 123 123 123-001 NCB,FSB Mainstay Cooperative Section One 2 124 124 124-001 NCB,FSB Westbrook Tenants Corporation 2 125 125 125-001 NCB,FSB 320 West 87th Street, Inc. 2 128 128 128-001 NCB,FSB Prince Tower Tenants Corp. 2 129 129 129-001 NCB,FSB 2736 Independence Ave. Owners 2 131 131 131-001 NCB,FSB Patricia Gardens Owners 2 133 133 133-001 NCB,FSB 590 West End Owners Corp. 2 135 135 135-001 NCB,FSB Pelican Pointe Apartments 2 136 136 136-001 NCB,FSB Victory Parkway Executive Building 1 138 138 138-001 NCB,FSB 2750 Johnson Owners 2 141 141 141-001 NCB,FSB CVS Ground Lease-Simpsonville 1 142 142 142-001 NCB,FSB Manor House Apartments 2 143 143 143-001 NCB,FSB Columbia Bedford Tractor 1 144 144 144-001 NCB,FSB Greenwich 33 Apartment Corp. 2 145 145 145-001 NCB,FSB 601 West End Tenants Corp. 2 148 148 148-001 NCB,FSB Wachovia Bank 1 150 150 150-001 NCB,FSB Jewelry Building 1 153 153 153-001 NCB,FSB CVS Spartanburg 1 154 154 154-001 NCB,FSB Happy Valley Apartments 2 155 155 155-001 NCB,FSB Parish Property 2 156 156 156-001 NCB,FSB 957 Lexington Avenue Corporation 2 157 157 157-001 NCB,FSB 88-30 182nd Street Realty Corp. 2 159 159 159-001 NCB,FSB Gorman's Furniture-Troy 1 160 160 160-001 NCB,FSB Jopau Realty 1 161 161 161-001 NCB,FSB Allofus Tenants Inc. 2 162 162 162-001 NCB,FSB 900 West Broad Street Apartments 1 164 164 164-001 NCB,FSB Great Falls Village Center 1 165 165 165-001 NCB,FSB Southgate Apartments. 2 166 166 166-001 NCB,FSB 1122 Yonkers Avenue Ltd. 2 167 167 167-001 NCB,FSB Rancho Pines Business Park 1 168 168 168-001 NCB,FSB 824-826 West Broad Street 2 169 169 169-001 NCB,FSB 3231-5-9 Barker Owners 2 170 170 170-001 NCB,FSB Gramatan Court Apartments 2 171 171 171-001 NCB,FSB Cajun Properties 2 172 172 172-001 NCB,FSB 14 East 68th Street Cooperative 2 173 173 173-001 NCB,FSB 41 West 16th Street, Inc. 2 174 174 174-001 NCB,FSB Parkview Manor-Lockland 2 Totals and Weighted Averages: Mortgage Cross-Collater- Cut-Off Date Post IO Period Cut-Off Balloon Loan No. alization(2) Original Balance Balance(3) NOI DSCR(4) NCF DSCR(4) NCF DSCR(4) Date LTV(4) LTV(4) -------- --------------- ---------------- ------------ ----------- ----------- -------------- ----------- ------- 27 No $15,600,000 $15,600,000 1.52 1.46 1.23 76.5% 67.8% 31 No $14,200,000 $14,200,000 1.22 1.21 1.21 79.8% 67.9% 39 No $10,000,000 $9,969,321 3.72 3.72 NAP 16.3% 14.6% 41 No $9,400,000 $9,380,324 3.56 3.56 NAP 15.8% 14.7% 47 No $8,500,000 $8,488,922 4.25 4.25 NAP 15.3% 14.1% 48 No $8,500,000 $8,464,404 4.72 4.72 NAP 10.2% 8.7% 50 No $8,006,424 $8,006,424 3.88 3.88 3.30 13.8% 11.9% 53 No $7,600,000 $7,590,406 6.47 6.47 NAP 7.8% 7.2% 63 No $6,500,000 $6,500,000 1.63 1.54 1.28 79.3% 70.0% 66 No $6,425,000 $6,411,559 2.84 2.84 NAP 28.4% 21.1% 75 No $5,600,000 $5,590,823 8.42 8.42 NAP 7.0% 6.5% 76 No $5,500,000 $5,482,040 4.46 4.46 NAP 15.9% 13.4% 81 No $5,000,000 $4,989,591 2.70 2.70 NAP 25.0% 21.4% 83 No $4,650,000 $4,636,607 4.07 4.07 NAP 13.7% 10.2% 90 No $4,200,000 $4,194,168 9.68 9.68 NAP 6.0% 5.6% 96 No $3,700,000 $3,700,000 2.82 2.73 2.29 57.8% 51.2% 102 No $3,500,000 $3,495,506 3.04 3.04 NAP 27.1% 25.0% 109 No $3,264,000 $3,236,905 4.16 4.16 NAP 9.4% 6.3% 111 No $3,200,000 $3,172,067 3.66 3.66 NAP 13.1% 0.4% 113 No $3,000,000 $3,000,000 3.75 3.75 NAP 20.6% 20.6% 118 No $2,900,000 $2,894,107 3.34 3.34 NAP 19.7% 18.3% 121 No $2,700,000 $2,693,989 1.83 1.71 NAP 59.9% 50.7% 122 No $2,600,000 $2,595,010 4.63 4.63 NAP 12.4% 11.6% 123 No $2,500,000 $2,496,923 6.67 6.67 NAP 11.4% 10.6% 124 No $2,500,000 $2,494,259 5.23 5.23 NAP 12.8% 10.8% 125 No $2,400,000 $2,400,000 8.31 8.31 NAP 9.7% 9.7% 128 No $2,390,000 $2,374,060 8.07 8.07 NAP 6.4% 4.2% 129 No $2,250,000 $2,246,544 4.01 4.01 NAP 12.5% 11.6% 131 No $2,100,000 $2,094,044 3.61 3.61 NAP 15.9% 13.7% 133 No $2,000,000 $1,983,366 9.17 9.17 NAP 3.7% 0.1% 135 No $1,900,000 $1,892,354 2.15 1.96 NAP 55.9% 47.7% 136 No $1,840,000 $1,840,000 2.03 1.69 1.43 76.0% 67.3% 138 No $1,825,000 $1,819,294 5.30 5.30 NAP 13.4% 11.3% 141 No $1,700,000 $1,700,000 1.45 1.45 1.22 68.0% 61.5% 142 No $1,700,000 $1,689,346 2.45 2.31 NAP 47.2% 40.7% 143 No $1,650,000 $1,643,510 1.49 1.43 NAP 65.7% 56.2% 144 No $1,650,000 $1,642,879 11.72 11.72 NAP 3.6% 3.0% 145 No $1,600,000 $1,588,589 8.41 8.41 NAP 3.9% 0.1% 148 No $1,500,000 $1,494,212 1.29 1.29 NAP 71.2% 61.0% 150 No $1,464,000 $1,459,734 1.27 1.22 NAP 79.8% 68.3% 153 No $1,410,000 $1,401,275 1.23 1.19 NAP 75.7% 65.5% 154 No $1,400,000 $1,394,366 1.83 1.64 NAP 58.1% 49.5% 155 No $1,376,000 $1,372,977 1.39 1.33 NAP 79.8% 67.8% 156 No $1,350,000 $1,350,000 15.50 15.50 NAP 3.0% 3.0% 157 No $1,285,000 $1,283,940 4.31 4.31 NAP 16.7% 15.6% 159 No $1,200,000 $1,200,000 4.10 3.98 3.34 36.4% 32.2% 160 No $1,100,000 $1,096,783 1.66 1.56 NAP 67.3% 57.6% 161 No $1,100,000 $1,095,359 4.51 4.51 NAP 7.8% 6.6% 162 No $1,050,000 $1,047,785 1.31 1.25 NAP 79.4% 67.9% 164 No $1,040,000 $1,035,995 1.34 1.31 NAP 60.9% 52.3% 165 No $1,000,000 $998,680 5.47 5.47 NAP 7.0% 6.4% 166 No $1,000,000 $996,808 6.33 6.33 NAP 15.1% 12.8% 167 No $950,000 $945,846 1.34 1.27 NAP 75.7% 65.5% 168 No $824,000 $822,921 1.39 1.32 NAP 79.9% 68.3% 169 No $800,000 $798,913 3.49 3.49 NAP 18.6% 17.5% 170 No $790,000 $785,387 9.52 9.52 NAP 6.1% 4.7% 171 No $616,000 $614,647 1.36 1.32 NAP 79.8% 67.8% 172 No $500,000 $500,000 12.68 12.68 NAP 4.8% 4.8% 173 No $450,000 $450,000 7.88 7.88 NAP 10.3% 10.3% 174 No $345,000 $341,605 5.57 5.57 NAP 5.7% 0.1% Totals and Weighted Averages: $197,100,424 $196,684,571 4.42x 1.64x 1.91x 32.9% 28.2% Mortgage Loan No. Street Address City State Zip Code Property Type -------- ------------------------------------------------- --------------------- ------ -------- ----------- 27 257 & 275 West Street Annapolis MD 21401 Office 31 4508 Chestnut Street Philadelphia PA 19139 Office 39 175-20 Wexford Terrace Jamaica Estates NY 11432 Multifamily 41 3671 Hudson Manor Terrace Riverdale NY 10463 Multifamily 47 131-42 234th Street Laurelton NY 11422 Multifamily 48 310/312 East 23rd Street New York NY 10010 Multifamily 50 911-C Royal Street Annapolis MD 21401 Multifamily 53 181 Long Hill Road Little Falls NJ 07424 Multifamily 63 125, 138, 156, 162, 179, 186, & 197 E. Crogan and 202, 220, & 225 W. Crogan St., 105 & 113 S. & 100 N. Perry St., and 132 & 148 S. Clayton St. Lawrenceville GA 30045 Mixed Use 66 6801 Diana Court Tampa FL 33610 Multifamily 75 442-462 Hudson Street New York NY 10014 Multifamily 76 South Highland Avenue and Charter Circle Ossining NY 10562 Multifamily 81 400 Fairburn Road SW Atlanta GA 30331 Multifamily 83 320 North Church Street Olathe KS 66061 Multifamily 90 18-40/50/70 211th Street and 210-15 23rd Avenue Bayside NY 11360 Multifamily 96 27800 Novi Road Novi MI 48377 Retail 102 355 Route 111 Smithtown NY 11787 Multifamily 109 4514 Connecticut Avenue NW Washington DC 20008 Multifamily 111 67-50 Thornton Place Forest Hills NY 11375 Multifamily 113 123-25 82nd Avenue Kew Gardens NY 11415 Multifamily 118 192-02 THRU 195-42 39th Avenue Flushing NY 11358 Multifamily 121 205-233 Tippin Drive Thurmont MD 21788 Retail 122 207-225 Schrade Road Briarcliff Manor NY 10510 Multifamily 123 144-55 Melbourne Avenue and 144-60 Gravett Road Flushing NY 11367 Multifamily 124 10 Franklin Avenue White Plains NY 10601 Multifamily 125 320 West 87th Street New York NY 10024 Multifamily 128 565 Broadway New York NY 10012 Multifamily 129 2736 Independence Avenue Riverdale NY 10463 Multifamily 131 1825 Palmer Avenue Larchmont NY 10538 Multifamily 133 590 West End Avenue New York NY 10024 Multifamily 135 485 Ruella Avenue Bay St. Louis MS 39520 Multifamily 136 2368 Victory Parkway Cincinnati OH 45206 Office 138 2750 Johnson Avenue Riverdale NY 10463 Multifamily 141 915 South Street Simpsonville SC 29681 Other 142 117 DeMontluzin Avenue Bay St. Louis MS 39520 Multifamily 143 88 Bedford Square Snake Spring Township PA 15537 Retail 144 708 Greenwich Street New York NY 10014 Multifamily 145 601 West End Avenue New York NY 10024 Multifamily 148 100 Shore Road Manorhaven NY 11050 Other 150 119-123 East Broad Street Richmond VA 23219 Mixed Use 153 1400 Union Street Spartanburg SC 29302 Retail 154 1209 Indian Avenue Rossville GA 30741 Multifamily 155 320 West Grace Street Richmond VA 23220 Multifamily 156 955 Lexington Avenue New York NY 10021 Multifamily 157 88-30 182nd Street Jamaica NY 11423 Multifamily 159 1465 West Big Beaver Road Troy MI 48084 Retail 160 100-102 E. Cary Street and 15 S. First Street Richmond VA 23219 Office 161 130 West 24th Street New York NY 10011 Multifamily 162 900 West Broad Street Richmond VA 23220 Mixed Use 164 772 Walker Road Great Falls VA 22066 Office 165 30 Pondfield Road West Bronxville NY 10708 Multifamily 166 1122 Yonkers Avenue Yonkers NY 10704 Multifamily 167 4584 North Rancho Drive Las Vegas NV 89130 Office 168 824-826 West Broad Street Richmond VA 23220 Mixed Use 169 3231-5-9 Barker Avenue Bronx NY 10467 Multifamily 170 23-25 Sagamore Road Bronxville NY 10708 Multifamily 171 402 & 404 West Grace Street Richmond VA 23220 Mixed Use 172 14 East 68th Street New York NY 10021 Multifamily 173 41 West 16th Street New York NY 10011 Multifamily 174 3748-3756 Lockland Avenue Los Angeles CA 90008 Multifamily Totals and Weighted Averages: Mortgage Percent Loan No. Property Sub-Type Units/SF Year Built Year Renovated Leased(5) -------- ------------------ -------- ----------------------------------------- -------------- --------- 27 Suburban 72,052 1979 / 1988 NAP 95.2% 31 Medical 70,229 1977 2006 100.0% 39 Cooperative 342 1970 1972 NAP 41 Cooperative 178 1962 1985 NAP 47 Cooperative 382 1948 1991 NAP 48 Cooperative 134 1900 1995 NAP 50 Cooperative 308 1970-1972 2004 / 2005 NAP 53 Cooperative 299 1971 NAP NAP 63 Retail/Office 51,802 1925 / 1952 / 1930 / 1950 / 1955 / 1908 / 1938 / 1948 / 1939 / 1910 2004 99.5% 66 Cooperative 394 1971 NAP NAP 75 Cooperative 170 1925 NAP NAP 76 Cooperative 183 1961 NAP NAP 81 Cooperative 240 1972 2005 NAP 83 Cooperative 258 1969 NAP NAP 90 Cooperative 240 1957 NAP NAP 96 Unanchored 50,028 1988 NAP 100.0% 102 Cooperative 48 1963 NAP NAP 109 Cooperative 52 1928 NAP NAP 111 Cooperative 111 1962 NAP NAP 113 Cooperative 108 1952 NAP NAP 118 Cooperative 95 1950 NAP NAP 121 Anchored 56,568 1993 NAP 100.0% 122 Cooperative 78 1955 NAP NAP 123 Cooperative 108 1955 2000 NAP 124 Cooperative 87 1952 1991 NAP 125 Cooperative 36 1921 NAP NAP 128 Cooperative 9 1860 1998 NAP 129 Cooperative 65 1970 NAP NAP 131 Cooperative 65 1951 NAP NAP 133 Cooperative 82 1916 NAP NAP 135 Low Rise 67 1963 1995 95.5% 136 Urban 49,161 1930 1996 73.6% 138 Cooperative 74 1961-1966 NAP NAP 141 Leased Fee 14,000 2006 NAP 100.0% 142 Garden 71 1955 2005 93.0% 143 Free Standing 22,680 2004 NAP 100.0% 144 Cooperative 33 1901 NAP NAP 145 Cooperative 26 1916 NAP NAP 148 Leased Fee 2,083 2007 NAP 100.0% 150 Multifamily/Office 13,974 1910 2006 100.0% 153 Free Standing 10,722 1997 NAP 100.0% 154 Garden 68 1980 NAP 97.1% 155 Mid Rise 23 Early 1900s 2006 100.0% 156 Cooperative 29 1924 NAP NAP 157 Cooperative 65 1954 1996 NAP 159 Free Standing 23,000 1977 NAP 100.0% 160 Urban 9,744 1900 NAP 100.0% 161 Cooperative 10 1911 NAP NAP 162 Multifamily/Retail 8,331 1911 2005 85.2% 164 Suburban 5,250 1980 NAP 100.0% 165 Cooperative 19 1920 NAP NAP 166 Cooperative 54 1965 1991 NAP 167 Urban 5,136 2006 NAP 100.0% 168 Multifamily/Retail 8,362 1900 2004 100.0% 169 Cooperative 36 1953 NAP NAP 170 Cooperative 27 1930 NAP NAP 171 Multifamily/Retail 7,684 Early 1900s 2003-2006 100.0% 172 Cooperative 7 1915 2000 NAP 173 Cooperative 10 1925 2001 NAP 174 Cooperative 28 1961 NAP NAP Totals and Weighted Averages: Mortgage Percent Leased Related Cut-Off Date Balance First Payment Loan No. as of Date(5) Security Type(6) Lien Position Borrower List per Unit or SF Note Date Date (P&I)(7) -------- -------------- ---------------- ------------- ------------- -------------------- ---------- ------------- 27 01/25/2007 Fee First $217 02/09/2007 04/01/2009 31 03/01/2007 Fee First $202 10/19/2006 04/01/2007 39 NAP Fee First $29,150 10/27/2006 12/01/2006 41 NAP Fee First $52,698 10/03/2006 12/01/2006 47 NAP Fee First $22,222 12/04/2006 02/01/2007 48 NAP Fee First $63,167 10/03/2006 12/01/2006 50 NAP Fee First $25,995 12/19/2006 10/01/2007 53 NAP Fee First $25,386 12/13/2006 02/01/2007 63 12/01/2006 Fee First $125 12/21/2006 02/01/2009 66 NAP Fee First $16,273 12/22/2006 02/01/2007 75 NAP Fee First $32,887 11/17/2006 01/01/2007 76 NAP Fee First $29,957 11/02/2006 01/01/2007 81 NAP Fee First $20,790 12/20/2006 02/01/2007 83 NAP Fee First $17,971 11/29/2006 01/01/2007 90 NAP Leasehold First $17,476 11/03/2006 01/01/2007 96 11/15/2006 Fee First 96, 159 $74 11/17/2006 01/01/2009 102 NAP Fee First $72,823 12/20/2006 02/01/2007 109 NAP Fee First $62,248 10/02/2006 12/01/2006 111 NAP Fee First $28,577 10/24/2006 12/01/2006 113 NAP Fee First $27,778 10/03/2006 NAP 118 NAP Fee First $30,464 10/02/2006 12/01/2006 121 10/30/2006 Fee First $48 12/29/2006 02/01/2007 122 NAP Fee First $33,269 10/02/2006 12/01/2006 123 NAP Leasehold First $23,120 12/20/2006 02/01/2007 124 NAP Fee First $28,670 12/05/2006 02/01/2007 125 NAP Fee First $66,667 12/06/2006 NAP 128 NAP Fee First $263,784 11/07/2006 01/01/2007 129 NAP Fee First $34,562 11/30/2006 01/01/2007 131 NAP Fee First $32,216 11/30/2006 01/01/2007 133 NAP Fee First $24,187 10/31/2006 12/01/2006 135 10/23/2006 Fee First 135, 142, 154 $28,244 10/31/2006 12/01/2006 136 03/01/2007 Fee First $37 01/09/2007 03/01/2009 138 NAP Fee First $24,585 11/29/2006 01/01/2007 141 03/01/2007 Fee First $121 01/10/2007 03/01/2010 142 01/12/2007 Fee First 135, 142, 154 $23,794 07/20/2006 09/01/2006 143 09/01/2006 Leasehold First $72 10/18/2006 12/01/2006 144 NAP Fee First $49,784 10/25/2006 12/01/2006 145 NAP Fee First $61,100 12/14/2006 02/01/2007 148 09/30/2006 Fee First $717 10/30/2006 12/01/2006 150 01/29/2007 Fee First 150, 162, 168 $104 11/03/2006 01/01/2007 153 06/05/2006 Fee First $131 07/27/2006 09/01/2006 154 10/01/2006 Fee First 135, 142, 154 $20,505 10/31/2006 12/01/2006 155 NAP Fee First 155, 171 $59,695 12/27/2006 02/01/2007 156 NAP Fee First $46,552 10/24/2006 NAP 157 NAP Fee First $19,753 01/30/2007 03/01/2007 159 03/01/2007 Fee First 96, 159 $52 11/17/2006 01/01/2009 160 10/05/2006 Fee First $113 11/30/2006 01/01/2007 161 NAP Fee First $109,536 10/18/2006 12/01/2006 162 01/29/2007 Fee First 150, 162, 168 $126 12/21/2006 02/01/2007 164 09/01/2006 Fee First $197 10/12/2006 12/01/2006 165 NAP Fee First $52,562 12/07/2006 02/01/2007 166 NAP Fee First $18,459 11/08/2006 01/01/2007 167 09/01/2006 Fee First $184 09/06/2006 11/01/2006 168 01/29/2007 Leasehold First 150, 162, 168 $98 01/04/2007 03/01/2007 169 NAP Fee First $22,192 11/30/2006 01/01/2007 170 NAP Fee First $29,088 10/26/2006 12/01/2006 171 NAP Fee First 155, 171 $80 12/27/2006 02/01/2007 172 NAP Fee First $71,429 12/11/2006 NAP 173 NAP Fee First $45,000 12/11/2006 NAP 174 NAP Fee First $12,200 11/20/2006 01/01/2007 Totals and Weighted Averages: Mortgage First Payment Loan No. Date (IO)(7) Maturity Date Due Date Grace Period(8) ARD Loan Lockbox Status Lockbox Type -------- ------------- ------------- -------- --------------- -------- -------------- -------------------- 27 04/01/2007 03/01/2017 1 10 No NAP NAP 31 12/01/2006 04/01/2017 1 10 No NAP NAP 39 NAP 11/01/2016 1 9 No NAP NAP 41 NAP 11/01/2016 1 9 No NAP NAP 47 NAP 01/01/2017 1 9 No NAP NAP 48 NAP 11/01/2016 1 9 No NAP NAP 50 02/01/2007 01/01/2017 1 9 No NAP NAP 53 NAP 01/01/2017 1 9 No NAP NAP 63 02/01/2007 01/01/2017 1 10 No NAP NAP 66 NAP 01/01/2022 1 9 No NAP NAP 75 NAP 12/01/2016 1 9 No NAP NAP 76 NAP 12/01/2016 1 9 No NAP NAP 81 NAP 01/01/2017 1 9 No NAP NAP 83 NAP 12/01/2021 1 9 No NAP NAP 90 NAP 12/01/2016 1 9 No NAP NAP 96 01/01/2007 12/01/2016 1 10 No NAP NAP 102 NAP 01/01/2017 1 9 No NAP NAP 109 NAP 11/01/2016 1 9 No NAP NAP 111 NAP 11/01/2026 1 9 No NAP NAP 113 12/01/2006 11/01/2016 1 9 No NAP NAP 118 NAP 11/01/2016 1 9 No NAP NAP 121 NAP 01/01/2017 1 10 No NAP NAP 122 NAP 11/01/2016 1 9 No NAP NAP 123 NAP 01/01/2017 1 9 No NAP NAP 124 NAP 01/01/2017 1 9 No NAP NAP 125 02/01/2007 01/01/2017 1 9 No NAP NAP 128 NAP 12/01/2016 1 9 No NAP NAP 129 NAP 12/01/2016 1 9 No NAP NAP 131 NAP 12/01/2016 1 9 No NAP NAP 133 NAP 11/01/2026 1 9 No NAP NAP 135 NAP 11/01/2016 1 15 No NAP NAP 136 03/01/2007 02/01/2017 1 10 No NAP NAP 138 NAP 12/01/2016 1 9 No NAP NAP 141 03/01/2007 02/01/2017 1 10 No NAP NAP 142 NAP 08/01/2016 1 15 No NAP NAP 143 NAP 11/01/2016 1 10 No In-Place Hard 144 NAP 11/01/2016 1 9 No NAP NAP 145 NAP 01/01/2022 1 9 No NAP NAP 148 NAP 11/01/2016 1 10 No In-Place Hard 150 NAP 12/01/2016 1 10 No NAP NAP 153 NAP 08/01/2016 1 10 No NAP NAP 154 NAP 11/01/2016 1 10 No NAP NAP 155 NAP 01/01/2017 1 10 No NAP NAP 156 12/01/2006 11/01/2016 1 9 No NAP NAP 157 NAP 02/01/2017 1 9 No NAP NAP 159 01/01/2007 12/01/2016 1 10 No NAP NAP 160 NAP 12/01/2016 1 10 No NAP NAP 161 NAP 11/01/2016 1 9 No NAP NAP 162 NAP 01/01/2017 1 10 No NAP NAP 164 NAP 11/01/2016 1 10 No NAP NAP 165 NAP 01/01/2017 1 9 No NAP NAP 166 NAP 12/01/2016 1 9 No NAP NAP 167 NAP 10/01/2016 1 0 No NAP NAP 168 NAP 02/01/2017 1 10 No NAP NAP 169 NAP 12/01/2016 1 9 No NAP NAP 170 NAP 11/01/2016 1 9 No NAP NAP 171 NAP 01/01/2017 1 10 No NAP NAP 172 02/01/2007 01/01/2017 1 9 No NAP NAP 173 02/01/2007 01/01/2017 1 9 No NAP NAP 174 NAP 12/01/2021 1 9 No NAP NAP Totals and Weighted Averages: Mortgage Original Remaining Term Original Remaining Monthly Loan No. Term to Maturity to Maturity Amort. Term(9) Amort. Term Mortgage Rate Monthly Payment (P&I) Payment (IO) -------- ---------------- -------------- -------------- ----------- ------------- --------------------- ------------- 27 120 120 360 360 5.910% $92,629 $77,897 31 125 121 360 360 6.100% $86,051 $73,186 39 120 116 420 416 5.640% $54,622 NAP 41 120 116 480 476 5.870% $50,871 NAP 47 120 118 480 478 5.500% $43,840 NAP 48 120 116 360 356 5.770% $49,712 NAP 50 120 118 352 352 6.230% $49,578 $42,144 53 120 118 480 478 5.650% $39,977 NAP 63 120 118 360 360 5.790% $38,098 $31,798 66 180 178 360 358 6.200% $39,351 NAP 75 120 117 480 477 5.700% $29,649 NAP 76 120 117 360 357 5.550% $31,401 NAP 81 120 118 360 358 6.230% $30,721 NAP 83 180 177 360 357 6.210% $28,510 NAP 90 120 117 480 477 6.310% $24,023 NAP 96 120 117 360 360 5.860% $21,851 $18,319 102 120 118 480 478 5.570% $18,219 NAP 109 120 116 240 236 6.420% $24,182 NAP 111 240 236 240 236 5.990% $22,907 NAP 113 120 116 IO IO 5.990% NAP $15,183 118 120 116 480 476 5.980% $15,916 NAP 121 120 118 360 358 5.820% $15,877 NAP 122 120 116 480 476 6.190% $14,651 NAP 123 120 118 480 478 5.770% $13,357 NAP 124 120 118 360 358 5.630% $14,399 NAP 125 120 118 IO IO 5.540% NAP $11,234 128 120 117 240 237 5.810% $16,862 NAP 129 120 117 480 477 5.940% $12,286 NAP 131 120 117 360 357 6.290% $12,985 NAP 133 240 236 240 236 6.400% $14,794 NAP 135 120 116 360 356 5.980% $11,367 NAP 136 120 119 360 360 5.910% $10,925 $9,188 138 120 117 360 357 5.780% $10,685 NAP 141 120 119 360 360 5.990% $10,181 $8,604 142 120 113 360 353 6.340% $10,567 NAP 143 120 116 360 356 6.100% $9,999 NAP 144 120 116 360 356 5.610% $9,483 NAP 145 180 178 180 178 5.870% $13,390 NAP 148 120 116 360 356 6.200% $9,187 NAP 150 120 117 360 357 6.150% $8,919 NAP 153 120 113 360 353 6.400% $8,820 NAP 154 120 116 360 356 5.980% $8,376 NAP 155 120 118 360 358 5.900% $8,162 NAP 156 120 116 IO IO 5.550% NAP $6,330 157 120 119 480 479 6.130% $7,187 NAP 159 120 117 360 360 5.860% $7,087 $5,941 160 120 117 360 357 6.130% $6,687 NAP 161 120 116 360 356 5.730% $6,405 NAP 162 120 118 360 358 6.150% $6,397 NAP 164 120 116 360 356 6.210% $6,376 NAP 165 120 118 480 478 5.440% $5,117 NAP 166 120 117 360 357 5.670% $5,785 NAP 167 120 115 360 355 6.510% $6,011 NAP 168 120 119 360 359 6.150% $5,020 NAP 169 120 117 480 477 6.390% $4,621 NAP 170 120 116 300 296 5.970% $5,076 NAP 171 120 118 360 358 5.900% $3,654 NAP 172 120 118 IO IO 5.790% NAP $2,446 173 120 118 IO IO 6.000% NAP $2,281 174 180 177 180 177 6.610% $3,026 NAP Totals and Weighted Averages: 128 125 373 370 5.971% Mortgage Third Most Third Most Recent Second Most Second Most Recent Loan No. Recent NOI(10) NOI End Date Recent NOI NOI End Date Most Recent NOI Most Recent NOI End Date -------- -------------- ----------------- ----------- ------------------ --------------- ------------------------ 27 $702,045 12/31/2004 $983,600 12/31/2005 $1,158,720 12/31/2006 31 NAP NAP NAP NAP NAP NAP 39 NAP NAP NAP NAP NAP NAP 41 NAP NAP NAP NAP NAP NAP 47 NAP NAP NAP NAP NAP NAP 48 NAP NAP NAP NAP NAP NAP 50 NAP NAP NAP NAP NAP NAP 53 NAP NAP NAP NAP NAP NAP 63 NAP NAP NAP NAP NAP NAP 66 NAP NAP NAP NAP NAP NAP 75 NAP NAP NAP NAP NAP NAP 76 NAP NAP NAP NAP NAP NAP 81 NAP NAP NAP NAP NAP NAP 83 NAP NAP NAP NAP NAP NAP 90 NAP NAP NAP NAP NAP NAP 96 $379,457 12/31/2004 $368,606 12/31/2005 $276,087 T-9 (9/30/06) Ann. 102 NAP NAP NAP NAP NAP NAP 109 NAP NAP NAP NAP NAP NAP 111 NAP NAP NAP NAP NAP NAP 113 NAP NAP NAP NAP NAP NAP 118 NAP NAP NAP NAP NAP NAP 121 $390,063 12/31/2004 $368,218 12/31/2005 $320,800 T-10 (10/31/06) Ann. 122 NAP NAP NAP NAP NAP NAP 123 NAP NAP NAP NAP NAP NAP 124 NAP NAP NAP NAP NAP NAP 125 NAP NAP NAP NAP NAP NAP 128 NAP NAP NAP NAP NAP NAP 129 NAP NAP NAP NAP NAP NAP 131 NAP NAP NAP NAP NAP NAP 133 NAP NAP NAP NAP NAP NAP 135 $174,251 12/31/2004 $169,181 12/31/2005 $138,738 T-10 (10/31/06) Ann. 136 $200,556 12/31/2004 $200,810 12/31/2005 $178,205 T-9 (9/30/06) Ann. 138 NAP NAP NAP NAP NAP NAP 141 NAP NAP NAP NAP NAP NAP 142 $237,855 12/31/2004 $120,659 12/31/2005 $18,937 T-10 (10/31/06) Ann. 143 NAP NAP NAP NAP NAP NAP 144 NAP NAP NAP NAP NAP NAP 145 NAP NAP NAP NAP NAP NAP 148 NAP NAP NAP NAP NAP NAP 150 NAP NAP NAP NAP NAP NAP 153 $133,247 12/31/2003 $125,093 12/31/2004 $131,344 12/31/2005 154 $92,187 12/31/2004 $140,756 12/31/2005 $178,191 T-9 (9/30/06) Ann. 155 NAP NAP NAP NAP NAP NAP 156 NAP NAP NAP NAP NAP NAP 157 NAP NAP NAP NAP NAP NAP 159 $138,699 12/31/2003 $192,500 12/31/2004 $187,902 12/31/2005 160 NAP NAP NAP NAP NAP NAP 161 NAP NAP NAP NAP NAP NAP 162 NAP NAP NAP NAP NAP NAP 164 $102,017 12/31/2003 $105,096 12/31/2004 $112,119 12/31/2005 165 NAP NAP NAP NAP NAP NAP 166 NAP NAP NAP NAP NAP NAP 167 NAP NAP NAP NAP NAP NAP 168 NAP NAP NAP NAP NAP NAP 169 NAP NAP NAP NAP NAP NAP 170 NAP NAP NAP NAP NAP NAP 171 NAP NAP NAP NAP NAP NAP 172 NAP NAP NAP NAP NAP NAP 173 NAP NAP NAP NAP NAP NAP 174 NAP NAP NAP NAP NAP NAP Totals and Weighted Averages: Mortgage Loan No. Underwritten EGI Underwritten Expenses Underwritable NOI Underwritten Reserves Underwritable Cash Flow -------- ---------------- --------------------- ----------------- --------------------- ----------------------- 27 $2,151,758 $731,717 $1,420,041 $54,071 $1,365,970 31 $1,560,478 $296,514 $1,263,964 $10,534 $1,253,430 39 $5,608,903 $3,171,143 $2,437,760 $51,300 $2,437,760 41 $4,138,585 $1,967,000 $2,171,585 $54,000 $2,171,585 47 $4,528,253 $2,290,643 $2,237,610 $57,600 $2,237,610 48 $4,199,165 $1,384,540 $2,814,625 $50,800 $2,814,625 50 $3,683,040 $1,719,726 $1,963,314 $44,205 $1,963,314 53 $5,417,580 $2,315,300 $3,102,280 $110,000 $3,102,280 63 $808,415 $187,937 $620,479 $34,707 $585,771 66 $3,166,414 $1,826,767 $1,339,647 $145,806 $1,339,647 75 $4,225,920 $1,231,328 $2,994,593 $30,550 $2,994,593 76 $3,120,009 $1,440,108 $1,679,901 $18,500 $1,679,901 81 $1,993,670 $996,827 $996,843 $50,158 $996,843 83 $2,366,315 $974,349 $1,391,966 $37,757 $1,391,966 90 $5,398,660 $2,608,190 $2,790,470 $90,500 $2,790,470 96 $747,972 $127,734 $620,238 $20,011 $600,227 102 $887,110 $222,023 $665,087 $5,900 $665,087 109 $1,643,714 $436,196 $1,207,517 $29,322 $1,207,517 111 $1,677,652 $671,610 $1,006,042 $48,550 $1,006,042 113 $1,283,417 $599,643 $683,774 $16,400 $683,774 118 $1,201,983 $563,511 $638,473 $21,471 $638,473 121 $495,823 $147,573 $348,251 $22,627 $325,623 122 $1,551,050 $736,330 $814,720 $22,123 $814,720 123 $1,950,426 $880,908 $1,069,518 $16,500 $1,069,518 124 $1,554,336 $649,830 $904,506 $49,000 $904,506 125 $1,571,217 $451,296 $1,119,921 $5,400 $1,119,921 128 $1,995,950 $364,019 $1,631,931 $1,800 $1,631,931 129 $1,117,953 $526,820 $591,133 $38,000 $591,133 131 $1,001,660 $438,886 $562,774 $15,336 $562,774 133 $2,646,854 $1,019,600 $1,627,254 $24,400 $1,627,254 135 $526,599 $233,948 $292,651 $25,192 $267,549 136 $490,807 $26,708 $223,740 $36,870 $186,870 138 $1,181,540 $501,399 $680,141 $11,300 $680,141 141 $150,000 $500 $149,500 $0 $149,500 142 $533,866 $223,343 $310,523 $17,040 $293,483 143 $235,669 $57,427 $178,243 $6,804 $171,439 144 $1,902,451 $568,830 $1,333,621 $25,000 $1,333,621 145 $1,821,150 $469,940 $1,351,210 $23,680 $1,351,210 148 $149,490 $6,985 $142,505 $0 $142,505 150 $172,924 $37,080 $135,844 $5,633 $130,211 153 $168,962 $39,313 $129,649 $3,253 $126,396 154 $434,318 $250,363 $183,955 $19,312 $164,643 155 $185,001 $48,649 $136,352 $5,750 $130,602 156 $2,201,865 $1,024,453 $1,177,412 $16,416 $1,177,412 157 $764,314 $392,640 $371,674 $14,500 $371,674 159 $356,205 $64,225 $291,979 $8,285 $283,694 160 $159,473 $25,937 $133,536 $8,380 $125,156 161 $659,547 $312,870 $346,677 $14,700 $346,677 162 $129,303 $29,087 $100,216 $4,039 $96,177 164 $138,111 $35,766 $102,345 $1,838 $100,508 165 $728,744 $393,131 $335,613 $13,369 $335,613 166 $761,168 $322,000 $439,168 $11,000 $439,168 167 $125,333 $28,376 $96,957 $5,650 $91,307 168 $145,541 $62,088 $83,453 $3,844 $79,609 169 $424,510 $230,784 $193,726 $9,849 $193,726 170 $897,929 $318,319 $579,610 $5,400 $579,610 171 $79,366 $19,705 $59,660 $1,860 $57,800 172 $519,840 $147,761 $372,079 $1,400 $372,079 173 $284,601 $68,775 $215,826 $1,000 $215,826 174 $351,120 $148,961 $202,159 $4,200 $202,159 Totals and Weighted Averages: Cooperative Loans ------------------------------------------ Mortgage Unsold Loan No. Balloon Balance Current Value(11) Source of Value Valuation Date Rental Value(12) LTV as Rental Percent -------- --------------- ----------------- --------------- -------------- ---------------- ------------- ------- 27 $13,827,853 $20,400,000 Appraisal 01/18/2007 NAP NAP NAP 31 $12,082,280 $17,800,000 Appraisal 02/01/2007 NAP NAP NAP 39 $8,891,660 $61,070,000 Appraisal 08/31/2006 $30,500,000 32.7% 11.4% 41 $8,717,205 $59,300,000 Appraisal 08/02/2005 $27,100,000 34.6% 32.0% 47 $7,815,687 $55,390,000 Appraisal 10/12/2006 $28,060,000 30.3% 9.2% 48 $7,173,510 $82,600,000 Appraisal 12/09/2005 $35,200,000 24.0% 5.2% 50 $6,893,985 $58,100,000 Appraisal 04/05/2006 $18,500,000 43.3% NAP 53 $7,012,705 $97,100,000 Appraisal 11/29/2006 $38,800,000 19.6% 21.1% 63 $5,741,687 $8,200,000 Appraisal 11/07/2006 NAP NAP NAP 66 $4,747,286 $22,550,000 Appraisal 07/25/2005 $16,750,000 38.3% NAP 75 $5,174,445 $79,400,000 Appraisal 09/20/2006 $37,400,000 14.9% 42.4% 76 $4,612,002 $34,510,000 Appraisal 09/07/2006 $21,000,000 26.1% NAP 81 $4,276,532 $19,940,000 Appraisal 11/01/2005 $11,100,000 45.0% NAP 83 $3,438,838 $33,850,000 Appraisal 02/16/2006 $15,500,000 29.9% NAP 90 $3,932,998 $69,700,000 Appraisal 07/18/2006 $37,300,000 11.2% NAP 96 $3,274,330 $6,400,000 Appraisal 07/07/2006 NAP NAP NAP 102 $3,223,531 $12,900,000 Appraisal 11/03/2006 $8,300,000 42.1% 10.4% 109 $2,150,008 $34,264,000 Appraisal 06/23/2006 $15,100,000 21.4% NAP 111 $96,897 $24,200,000 Appraisal 10/05/2006 $12,600,000 25.2% 17.1% 113 $3,000,000 $14,570,000 Appraisal 08/02/2006 $8,550,000 35.1% 49.1% 118 $2,695,901 $14,700,000 Appraisal 11/08/2005 $8,000,000 36.2% 21.1% 121 $2,281,987 $4,500,000 Appraisal 11/02/2006 NAP NAP NAP 122 $2,427,976 $20,900,000 Appraisal 09/15/2005 $10,200,000 25.4% 9.0% 123 $2,313,156 $21,870,000 Appraisal 11/01/2006 $13,400,000 18.6% NAP 124 $2,100,951 $19,500,000 Appraisal 10/25/2006 $11,300,000 22.1% 18.4% 125 $2,400,000 $24,640,000 Appraisal 10/26/2006 $14,000,000 17.1% 33.3% 128 $1,564,877 $37,140,000 Appraisal 08/14/2006 $20,400,000 11.6% NAP 129 $2,090,296 $18,000,000 Appraisal 11/02/2005 $7,400,000 30.4% 16.9% 131 $1,799,724 $13,150,000 Appraisal 06/01/2006 $7,000,000 29.9% 29.2% 133 $67,571 $54,000,000 Appraisal 05/10/2006 $22,400,000 8.9% 17.1% 135 $1,613,461 $3,385,000 Appraisal 10/20/2006 NAP NAP NAP 136 $1,629,646 $2,420,000 Appraisal 12/08/2006 NAP NAP NAP 138 $1,541,022 $13,580,000 Appraisal 10/16/2006 $8,500,000 21.4% 40.5% 141 $1,538,005 $2,500,000 Appraisal 11/15/2006 NAP NAP NAP 142 $1,458,797 $3,580,000 Appraisal 07/31/2006 NAP NAP NAP 143 $1,406,050 $2,500,000 Appraisal 09/25/2006 NAP NAP NAP 144 $1,385,815 $45,550,000 Appraisal 09/13/2006 $16,700,000 9.8% NAP 145 $34,225 $41,000,000 Appraisal 10/31/2006 $16,900,000 9.4% NAP 148 $1,281,896 $2,100,000 Appraisal 09/26/2006 NAP NAP NAP 150 $1,249,666 $1,830,000 Appraisal 09/10/2006 NAP NAP NAP 153 $1,211,982 $1,850,000 Appraisal 07/03/2006 NAP NAP NAP 154 $1,188,866 $2,400,000 Appraisal 09/27/2006 NAP NAP NAP 155 $1,165,721 $1,720,000 Appraisal 10/11/2006 NAP NAP NAP 156 $1,350,000 $44,350,000 Appraisal 09/25/2006 $14,700,000 9.2% NAP 157 $1,198,311 $7,685,000 Appraisal 01/23/2006 $4,500,000 28.5% 10.8% 159 $1,061,945 $3,300,000 Appraisal 07/07/2006 NAP NAP NAP 160 $938,417 $1,630,000 Appraisal 10/11/2006 NAP NAP NAP 161 $927,227 $14,000,000 Appraisal 09/26/2006 $4,300,000 25.5% NAP 162 $896,023 $1,320,000 Appraisal 09/10/2006 NAP NAP NAP 164 $889,035 $1,700,000 Appraisal 07/20/2006 NAP NAP NAP 165 $918,181 $14,300,000 Appraisal 09/28/2006 $4,200,000 23.8% NAP 166 $841,610 $6,600,000 Appraisal 10/05/2006 $5,500,000 18.1% 14.8% 167 $819,209 $1,250,000 Appraisal 08/01/2006 NAP NAP NAP 168 $703,085 $1,030,000 Appraisal 09/10/2006 NAP NAP NAP 169 $750,383 $4,300,000 Appraisal 02/14/2006 $2,400,000 33.3% 5.6% 170 $613,066 $12,920,000 Appraisal 08/31/2006 $7,730,000 10.2% NAP 171 $521,864 $770,000 Appraisal 10/11/2006 NAP NAP NAP 172 $500,000 $10,350,000 Appraisal 11/01/2006 $4,800,000 10.4% NAP 173 $450,000 $4,370,000 Appraisal 11/01/2006 $2,700,000 16.7% NAP 174 $8,656 $5,960,000 Appraisal 08/15/2006 $3,370,000 10.1% NAP Totals and Weighted Averages: Cooperative Loans ---------------------------------------------------------------- Mortgage Sponsor/ Lease Loan No. Sponsor Units Investor Units Coop Units Investor Carry Largest Tenant(13) Expiration Date -------- ------------- -------------- ---------- ------------------- --------------------------------- ---------------- 27 NAP NAP NAP NAP Telecommunications Systems, Inc. 03/31/2008 31 NAP NAP NAP NAP The Trustees of The University of Pennsylvania 02/28/2027 39 NAP 39 NAP $101,244 NAP NAP 41 27 30 NAP $197,843 / $197,437 NAP NAP 47 34 NAP 1 -$16,207 NAP NAP 48 7 NAP NAP $11,757 NAP NAP 50 NAP NAP NAP NAP NAP NAP 53 63 NAP NAP NAP NAP NAP 63 NAP NAP NAP NAP Elm Industries 08/31/2016 66 NAP NAP NAP NAP NAP NAP 75 61 11 NAP $90,772 / $219,477 NAP NAP 76 NAP NAP NAP NAP NAP NAP 81 NAP NAP NAP NAP NAP NAP 83 NAP NAP NAP NAP NAP NAP 90 NAP NAP NAP NAP NAP NAP 96 NAP NAP NAP NAP Gorman's Novi, Inc. 08/31/2021 102 5 NAP NAP $9,825 NAP NAP 109 NAP NAP NAP NAP NAP NAP 111 19 NAP NAP $53,921 NAP NAP 113 NAP 53 NAP $217,460 NAP NAP 118 20 NAP NAP $26,627 NAP NAP 121 NAP NAP NAP NAP Food Lion, Inc. 10/27/2017 122 7 NAP NAP $22,646 NAP NAP 123 NAP NAP NAP NAP NAP NAP 124 16 NAP NAP $90,528 NAP NAP 125 12 NAP NAP -$16,629 NAP NAP 128 NAP NAP NAP NAP NAP NAP 129 11 NAP NAP $56,659 NAP NAP 131 19 NAP NAP $59,033 NAP NAP 133 14 NAP NAP -$12,840 NAP NAP 135 NAP NAP NAP NAP NAP NAP 136 NAP NAP NAP NAP Pressley Ridge 11/30/2007 138 30 NAP NAP $54,083 NAP NAP 141 NAP NAP NAP NAP CVS 3805 SC, L.L.C. 01/31/2032 142 NAP NAP NAP NAP NAP NAP 143 NAP NAP NAP NAP Tractor Supply Company 11/30/2019 144 NAP NAP NAP NAP NAP NAP 145 NAP NAP NAP NAP NAP NAP 148 NAP NAP NAP NAP Wachovia Bank 08/31/2026 150 NAP NAP NAP NAP Legal Aid Justice Center 10/31/2012 153 NAP NAP NAP NAP Revco Discount Drug Centers, Inc. 08/31/2017 154 NAP NAP NAP NAP NAP NAP 155 NAP NAP NAP NAP NAP NAP 156 NAP NAP NAP NAP NAP NAP 157 7 NAP NAP $5,737 NAP NAP 159 NAP NAP NAP NAP Gorman's Troy, Inc. 08/31/2021 160 NAP NAP NAP NAP Topline Inc. 10/31/2018 161 NAP NAP NAP NAP NAP NAP 162 NAP NAP NAP NAP 1-Chester, Inc. 10/31/2011 164 NAP NAP NAP NAP Adeler, Inc. 11/01/2018 165 NAP NAP NAP NAP NAP NAP 166 8 NAP NAP $9,770 NAP NAP 167 NAP NAP NAP NAP The United States of America 08/31/2016 168 NAP NAP NAP NAP Richmond Toyz 12/31/2011 169 2 NAP NAP -$7 NAP NAP 170 NAP NAP NAP NAP NAP NAP 171 NAP NAP NAP NAP Bayou Rental Office 10/31/2011 172 NAP NAP NAP NAP NAP NAP 173 NAP NAP NAP NAP NAP NAP 174 NAP NAP NAP NAP NAP NAP Totals and Weighted Averages: Mortgage Lease Loan No. % NSF Second Largest Tenant Expiration Date % NSF Third Largest Tenant -------- ----- ----------------------------------------- --------------- ------ ---------------------------------- 27 30.1% Towne Part, LTD 06/30/2010 13.4% American Home Mortgage 31 100.0% NAP NAP NAP NAP 39 NAP NAP NAP NAP NAP 41 NAP NAP NAP NAP NAP 47 NAP NAP NAP NAP NAP 48 NAP NAP NAP NAP NAP 50 NAP NAP NAP NAP NAP 53 NAP NAP NAP NAP NAP 63 17.8% Lil River Grill 05/14/2010 11.9% Scotland Yard 66 NAP NAP NAP NAP NAP 75 NAP NAP NAP NAP NAP 76 NAP NAP NAP NAP NAP 81 NAP NAP NAP NAP NAP 83 NAP NAP NAP NAP NAP 90 NAP NAP NAP NAP NAP 96 95.0% Dr. Diane Galper and Associates, O.D.P.C. 12/31/2008 5.0% NAP 102 NAP NAP NAP NAP NAP 109 NAP NAP NAP NAP NAP 111 NAP NAP NAP NAP NAP 113 NAP NAP NAP NAP NAP 118 NAP NAP NAP NAP NAP 121 70.3% Family Dollar Store of Maryland, Inc. 12/31/2007 16.0% Tony Testa Corp. 122 NAP NAP NAP NAP NAP 123 NAP NAP NAP NAP NAP 124 NAP NAP NAP NAP NAP 125 NAP NAP NAP NAP NAP 128 NAP NAP NAP NAP NAP 129 NAP NAP NAP NAP NAP 131 NAP NAP NAP NAP NAP 133 NAP NAP NAP NAP NAP 135 NAP NAP NAP NAP NAP 136 14.2% Markesberg & Richardson Co., LPA 07/31/2010 13.2% Neighborhood Reinvestment Corp. 138 NAP NAP NAP NAP NAP 141 100.0% NAP NAP NAP NAP 142 NAP NAP NAP NAP NAP 143 100.0% NAP NAP NAP NAP 144 NAP NAP NAP NAP NAP 145 NAP NAP NAP NAP NAP 148 100.0% NAP NAP NAP NAP 150 40.6% NAP NAP NAP NAP 153 100.0% NAP NAP NAP NAP 154 NAP NAP NAP NAP NAP 155 NAP NAP NAP NAP NAP 156 NAP NAP NAP NAP NAP 157 NAP NAP NAP NAP NAP 159 100.0% NAP NAP NAP NAP 160 39.4% Advertising Promotions and Designs 09/30/2009 18.5% Becky's B & L Inc. 161 NAP NAP NAP NAP NAP 162 18.4% Brett's Comic Pile and Velocity Comics 05/31/2011 14.1% NAP 164 28.6% New Paradigm Capital Management, Inc 08/01/2009 25.7% Capital Realty Services 165 NAP NAP NAP NAP NAP 166 NAP NAP NAP NAP NAP 167 100.0% NAP NAP NAP NAP 168 23.7% NAP NAP NAP NAP 169 NAP NAP NAP NAP NAP 170 NAP NAP NAP NAP NAP 171 18.2% Bayou Properties Office 10/31/2011 11.1% NAP 172 NAP NAP NAP NAP NAP 173 NAP NAP NAP NAP NAP 174 NAP NAP NAP NAP NAP Totals and Weighted Averages: Mortgage Lease Expir- Insurance Tax Escrow Capital Expenditure TI/LC Escrow Other Escrow Loan No. a tion Date % NSF Escrow in Place in Place(14) Escrow in Place(15) in Place(16) Description(17) -------- ------------ ----- --------------- ------------ ------------------- ------------ -------------------------- 27 01/14/2010 4.6% Yes Yes Yes Yes NAP 31 NAP NAP No No No No Collateral Security Agreement 39 NAP NAP No No No No NAP 41 NAP NAP No No No No NAP 47 NAP NAP No Yes No No NAP 48 NAP NAP No No No No NAP 50 NAP NAP Yes Yes No No Collateral Security Agreement; Operating Reserve; Debt Service Reserve 53 NAP NAP No No No No NAP 63 04/30/2007 7.2% Yes Yes Yes Yes Earnout Holdback 66 NAP NAP Yes Yes No No Collateral Security Agreement 75 NAP NAP No No No No NAP 76 NAP NAP No No No No NAP 81 NAP NAP Yes Yes No No Collateral Security Agreement 83 NAP NAP Yes No No No Collateral Security Agreement 90 NAP NAP No No No No NAP 96 NAP NAP Yes Yes Yes No NAP 102 NAP NAP No No No No NAP 109 NAP NAP Yes Yes No No NAP 111 NAP NAP No Yes No No NAP 113 NAP NAP No No No No NAP 118 NAP NAP No Yes No No NAP 121 10/31/2009 4.4% Yes No No No NAP 122 NAP NAP No Yes No No NAP 123 NAP NAP No No No No Collateral Security Agreement 124 NAP NAP No No No No NAP 125 NAP NAP No No No No NAP 128 NAP NAP No No No No NAP 129 NAP NAP No No No No NAP 131 NAP NAP No Yes No No NAP 133 NAP NAP No No No No NAP 135 NAP NAP Yes Yes Yes No NAP 136 05/31/2011 11.7% Yes Yes Yes Yes NAP 138 NAP NAP No No No No NAP 141 NAP NAP No No No No NAP 142 NAP NAP Yes Yes Yes No NAP 143 NAP NAP No No No No NAP 144 NAP NAP No No No No NAP 145 NAP NAP No No No No NAP 148 NAP NAP No No No No One month rent holdback 150 NAP NAP Yes Yes Yes Yes NAP 153 NAP NAP Yes Yes Yes Yes NAP 154 NAP NAP Yes Yes Yes No NAP 155 NAP NAP No No Yes No NAP 156 NAP NAP No No No No NAP 157 NAP NAP No Yes No No NAP 159 NAP NAP Yes Yes Yes No NAP 160 10/31/2009 18.5% Yes Yes Yes Yes NAP 161 NAP NAP No No No No NAP 162 NAP NAP Yes Yes Yes Yes Earnout Reserve 164 10/31/2011 23.8% No Yes No No NAP 165 NAP NAP No No No No NAP 166 NAP NAP No No No No NAP 167 NAP NAP Yes Yes Yes Yes NAP 168 NAP NAP Yes Yes Yes Yes NAP 169 NAP NAP No Yes No No NAP 170 NAP NAP No No No No NAP 171 NAP NAP Yes Yes Yes No NAP 172 NAP NAP No No No No NAP 173 NAP NAP No No No No NAP 174 NAP NAP No No No No NAP Totals and Weighted Averages: Initial Capital Monthly Capital Current Capital Mortgage Expenditure Expenditure Expenditure Loan No. Springing Escrow Description(18) Escrow Requirement(19) Escrow Requirement(20) Escrow Balance (21) -------- -------------------------------------- ---------------------- ---------------------- -------------------- 27 NAP $0 $601 $0 31 RE Tax, Insurance, Cap Ex, TI/LC $0 $0 $0 39 RE Tax, Insurance $0 $0 $0 41 RE Tax, Insurance $0 $0 $0 47 Insurance $0 $0 $0 48 RE Tax, Insurance $0 $0 $0 50 NAP $0 $0 $0 53 RE Tax, Insurance $0 $0 $0 63 NAP $0 $734 $0 66 NAP $0 $0 $0 75 RE Tax, Insurance $0 $0 $0 76 RE Tax, Insurance $0 $0 $0 81 NAP $0 $0 $0 83 RE Tax $0 $0 $0 90 RE Tax, Insurance $0 $0 $0 96 TI/LC $0 $833 $833 102 RE Tax $0 $0 $0 109 NAP $0 $0 $0 111 Insurance $0 $0 $0 113 RE Tax, Insurance $0 $0 $0 118 Insurance $0 $0 $0 121 NAP $0 $0 $0 122 Insurance $0 $0 $0 123 RE Tax, Insurance $0 $0 $0 124 RE Tax, Insurance $0 $0 $0 125 RE Tax, Insurance $0 $0 $0 128 RE Tax, Insurance $0 $0 $0 129 RE Tax, Insurance $0 $0 $0 131 Insurance $0 $0 $0 133 RE Tax, Insurance $0 $0 $0 135 NAP $0 $2,099 $6,306 136 NAP $0 $615 $0 138 RE Tax, Insurance $0 $0 $0 141 RE Tax, Insurance $0 $0 $0 142 NAP $0 $1,420 $8,559 143 RE Tax, Insurance, Cap Ex, TI/LC $0 $0 $0 144 RE Tax, Insurance $0 $0 $0 145 RE Tax, Insurance $0 $0 $0 148 RE Tax, Insurance $0 $0 $0 150 NAP $0 $167 $334 153 TI/LC $0 $89 $448 154 NAP $0 $1,609 $4,836 155 NAP $0 $479 $0 156 RE Tax, Insurance $0 $0 $0 157 Insurance $0 $0 $0 159 TI/LC $0 $307 $307 160 NAP $0 $130 $130 161 RE Tax, Insurance $0 $0 $0 162 NAP $0 $100 $0 164 NAP $0 $0 $0 165 RE Tax, Insurance $0 $0 $0 166 RE Tax, Insurance $0 $0 $0 167 NAP $0 $43 $172 168 NAP $0 $183 $0 169 Insurance $0 $0 $0 170 RE Tax, Insurance $0 $0 $0 171 NAP $0 $155 $0 172 RE Tax, Insurance $0 $0 $0 173 RE Tax, Insurance $0 $0 $0 174 RE Tax, Insurance $0 $0 $0 Totals and Weighted Averages: Mortgage Initial TI/LC Escrow Monthly TI/LC Current TI/LC Environmental Interest Loan No. Requirement (22) Escrow Requirement(23) Escrow Balance(24) Insurance Accrual Method Seasoning(25) -------- ------------------- ---------------------- ------------------ ------------- -------------- ------------- 27 $275,000 $3,905 $275,000 No Actual/360 0 31 $0 $0 $0 No Actual/360 4 39 $0 $0 $0 No Actual/360 4 41 $0 $0 $0 No Actual/360 4 47 $0 $0 $0 No Actual/360 2 48 $0 $0 $0 No Actual/360 4 50 $0 $0 $0 No Actual/360 2 53 $0 $0 $0 No Actual/360 2 63 $100,000 $2,158 $100,021 No Actual/360 2 66 $0 $0 $0 No Actual/360 2 75 $0 $0 $0 No Actual/360 3 76 $0 $0 $0 No Actual/360 3 81 $0 $0 $0 No Actual/360 2 83 $0 $0 $0 No Actual/360 3 90 $0 $0 $0 No Actual/360 3 96 $0 $0 $0 No Actual/360 3 102 $0 $0 $0 No Actual/360 2 109 $0 $0 $0 No 30/360 4 111 $0 $0 $0 No Actual/360 4 113 $0 $0 $0 No Actual/360 4 118 $0 $0 $0 No Actual/360 4 121 $0 $0 $0 No Actual/360 2 122 $0 $0 $0 No Actual/360 4 123 $0 $0 $0 No Actual/360 2 124 $0 $0 $0 No Actual/360 2 125 $0 $0 $0 No Actual/360 2 128 $0 $0 $0 No Actual/360 3 129 $0 $0 $0 No Actual/360 3 131 $0 $0 $0 No Actual/360 3 133 $0 $0 $0 No Actual/360 4 135 $0 $0 $0 No Actual/360 4 136 $0 $2,048 $0 No Actual/360 1 138 $0 $0 $0 No Actual/360 3 141 $0 $0 $0 No Actual/360 1 142 $0 $0 $0 No Actual/360 7 143 $0 $0 $0 Yes Actual/360 4 144 $0 $0 $0 No Actual/360 4 145 $0 $0 $0 No Actual/360 2 148 $0 $0 $0 No Actual/360 4 150 $0 $303 $606 No Actual/360 3 153 $0 $182 $912 No Actual/360 7 154 $0 $0 $0 No Actual/360 4 155 $0 $0 $0 No Actual/360 2 156 $0 $0 $0 No Actual/360 4 157 $0 $0 $0 No Actual/360 1 159 $0 $0 $0 No Actual/360 3 160 $28,000 $0 $28,106 No Actual/360 3 161 $0 $0 $0 No Actual/360 4 162 $0 $237 $0 No Actual/360 2 164 $0 $0 $0 No Actual/360 4 165 $0 $0 $0 No Actual/360 2 166 $0 $0 $0 No Actual/360 3 167 $0 $428 $5,166 No Actual/360 5 168 $0 $137 $0 No Actual/360 1 169 $0 $0 $0 No Actual/360 3 170 $0 $0 $0 No Actual/360 4 171 $0 $0 $0 No Actual/360 2 172 $0 $0 $0 No Actual/360 2 173 $0 $0 $0 No Actual/360 2 174 $0 $0 $0 No Actual/360 3 Totals and Weighted Averages: Prepayment Code(25) --------------------------------------------------------------------- Mortgage Administrative Mortgage Loan No. LO DEF DEF/YM1 YM3 YM1 3% 2% 1% Open YM Formula(27) Cost Rate (28) Loan No. -------- -- --- ------- --- --- - - - ---- -------------- ------------- -------- 27 24 92 4 8.085 27 31 28 93 4 8.085 31 39 28 88 4 8.085 39 41 102 14 4 8.085 41 47 84 32 4 H 8.085 47 48 84 32 4 H 8.085 48 50 102 14 4 8.085 50 53 84 32 4 H 8.085 53 63 26 90 4 8.085 63 66 144 12 12 8 4 8.085 66 75 84 32 4 H 8.085 75 76 84 32 4 H 8.085 76 81 102 14 4 8.085 81 83 144 12 12 8 4 8.085 83 90 84 32 4 H 8.085 90 96 48 68 4 H 8.085 96 102 26 90 4 8.085 102 109 28 88 4 8.085 109 111 180 56 4 H 8.085 111 113 84 32 4 H 8.085 113 118 102 14 4 8.085 118 121 48 68 4 H 8.085 121 122 102 14 4 8.085 122 123 84 32 4 H 8.085 123 124 84 32 4 H 8.085 124 125 48 68 4 H 8.085 125 128 84 32 4 H 8.085 128 129 102 14 4 8.085 129 131 102 14 4 8.085 131 133 28 208 4 8.085 133 135 40 76 4 H 8.085 135 136 25 91 4 8.085 136 138 84 32 4 H 8.085 138 141 25 91 4 8.085 141 142 43 73 4 H 8.085 142 143 28 88 4 8.085 143 144 48 68 4 H 8.085 144 145 96 80 4 H 8.085 145 148 28 88 4 8.085 148 150 27 89 4 8.085 150 153 31 85 4 8.085 153 154 40 76 4 H 8.085 154 155 26 90 4 8.085 155 156 84 32 4 H 8.085 156 157 102 14 4 8.085 157 159 48 68 4 H 8.085 159 160 27 89 4 8.085 160 161 48 68 4 H 8.085 161 162 26 90 4 8.085 162 164 28 88 4 8.085 164 165 102 14 4 8.085 165 166 84 32 4 H 8.085 166 167 46 70 4 H 8.085 167 168 25 91 4 8.085 168 169 102 14 4 8.085 169 170 48 68 4 H 8.085 170 171 26 90 4 8.085 171 172 48 68 4 H 8.085 172 173 48 68 4 H 8.085 173 174 120 56 4 H 8.085 174 Totals and Weighted Averages:
EXHIBIT 2 REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan Schedule is true and correct in all material respects as of the date of this Agreement and as of the Cut-Off Date. (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. Immediately prior to the transfer to the Purchaser of the Mortgage Loans, the Seller had good title to, and was the sole owner of, each Mortgage Loan. The Seller has full right, power and authority to transfer and assign each of the Mortgage Loans to or at the direction of the Purchaser and has validly and effectively conveyed (or caused to be conveyed) to the Purchaser or its designee all of the Seller's legal and beneficial interest in and to the Mortgage Loans free and clear of any and all pledges, liens, charges, security interests and/or other encumbrances. Upon the consummation of the transactions contemplated by this Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to each Mortgage Loan free and clear of any pledge, lien, charge, security interest or other encumbrance. The sale of the Mortgage Loans to the Purchaser or its designee does not require the Seller to obtain any governmental or regulatory approval or consent that has not been obtained. None of the Mortgage Loan documents restricts the Seller's right to transfer the Mortgage Loan to the Purchaser or to the Trustee. (3) Payment Record. No scheduled payment of principal and interest under any Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no Mortgage Loan was 30 days or more delinquent in the twelve-month period immediately preceding the Cut-Off Date. (4) Lien; Valid Assignment. The Mortgage related to and delivered in connection with each Mortgage Loan constitutes a valid and, subject to the exceptions set forth in paragraph 13 below, enforceable first priority lien upon the related Mortgaged Property, prior to all other liens and encumbrances, except for (a) the lien for current real estate taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and/or are referred to in the related lender's title insurance policy, (c) exceptions and exclusions specifically referred to in such lender's title insurance policy, (d) other matters to which like properties are commonly subject, none of which matters referred to in clauses (b), (c) or (d), individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage, the marketability or current use or operation of the Mortgaged Property or the current ability of the Mortgaged Property to generate operating income sufficient to service the Mortgage Loan debt and (e) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being herein referred to as the "Permitted Encumbrances"). The related assignment of such Mortgage executed and delivered in favor of the Trustee is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor's right, title and interest in, to and under such Mortgage. Such Mortgage, together with any separate security agreements, chattel mortgages or equivalent instruments, establishes and creates a valid and, subject to the exceptions set forth in paragraph 13 below, enforceable security interest in favor of the holder thereof in all of the related Mortgagor's personal property used in, and reasonably necessary to operate, the related Mortgaged Property. In the case of a Mortgaged Property operated as a hotel or an assisted living facility, the Mortgagor's personal property includes all personal property that a prudent mortgage lender making a similar Mortgage Loan would deem reasonably necessary to operate the related Mortgaged Property as it is currently being operated. A Uniform Commercial Code financing statement has been filed and/or recorded in all places necessary to perfect a valid security interest in such personal property, to the extent a security interest may be so created therein, and such security interest is a first priority security interest, subject to any prior purchase money security interest in such personal property and any personal property leases applicable to such personal property. Notwithstanding the foregoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements are required in order to effect such perfection. (5) Assignment of Leases and Rents. The Assignment of Leases related to and delivered in connection with each Mortgage Loan establishes and creates a valid, subsisting and, subject to the exceptions set forth in paragraph 13 below, enforceable first priority lien and first priority security interest in the related Mortgagor's interest in all leases, sub-leases, licenses or other agreements pursuant to which any person is entitled to occupy, use or possess all or any portion of the real property subject to the related Mortgage, and each assignor thereunder has the full right to assign the same. The related assignment of any Assignment of Leases not included in a Mortgage has been executed and delivered in favor of the Trustee and is in recordable form and constitutes a legal, valid and binding assignment, sufficient to convey to the assignee named therein all of the assignor's right, title and interest in, to and under such Assignment of Leases. If an Assignment of Leases exists with respect to any Mortgage Loan (whether as a part of the related Mortgage or separately), then the related Mortgage or related Assignment of Leases, subject to applicable law, provides for, upon an event of default under the Mortgage Loan, the appointment of a receiver for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee. (6) Mortgage Status; Waivers and Modifications. No Mortgage has been satisfied, cancelled, rescinded or subordinated in whole or in part, and the related Mortgaged Property has not been released from the lien of such Mortgage, in whole or in part (except for partial reconveyances of real property that are set forth on Schedule A to Exhibit 2), nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release, in any manner that, in each case, materially adversely affects the value of the related Mortgaged Property. None of the terms of any Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived, altered or modified in any respect, except by written instruments, all of which are included in the related Mortgage File and none of the Mortgage Loans has been materially modified since March 22, 2007. (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged Properties securing the Mortgage Loans that were the subject of an engineering report issued after the first day of the month that is 18 months prior to the Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged Property is, to the Seller's knowledge, free and clear of any damage (or adequate reserves therefor have been established based on the engineering report) that would materially and adversely affect its value as security for the related Mortgage Loan and (ii) the Mortgaged Properties securing the Mortgage Loans that were not the subject of an engineering report 18 months prior to the Closing Date as set forth on Schedule A to this Exhibit 2, each Mortgaged Property is in good repair and condition and all building systems contained therein are in good working order (or adequate reserves therefor have been established) and each Mortgaged Property is free of structural defects, in each case, that would materially and adversely affect its value as security for the related Mortgage Loan as of the date hereof. The Seller has received no notice of the commencement of any proceeding for the condemnation of all or any material portion of any Mortgaged Property. To the Seller's knowledge (based on surveys and/or title insurance obtained in connection with the origination of the Mortgage Loans), as of the date of the origination of each Mortgage Loan, all of the material improvements on the related Mortgaged Property that were considered in determining the appraised value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of such property, except for encroachments that are insured against by the lender's Title Policy referred to herein or that do not materially and adversely affect the value or marketability of such Mortgaged Property, and no improvements on adjoining properties materially encroached upon such Mortgaged Property so as to materially and adversely affect the value or marketability of such Mortgaged Property, except those encroachments that are insured against by the Title Policy referred to herein. (8) Title Insurance. Each Mortgaged Property is covered by an American Land Title Association (or a comparable form as adopted in the applicable jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up title insurance commitment (on which the required premium has been paid) which evidences such title insurance policy (the "Title Policy") in the original principal amount of the related Mortgage Loan after all advances of principal. Each Title Policy insures that the related Mortgage is a valid first priority lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no material claims have been made thereunder and no claims have been paid thereunder. No holder of the related Mortgage has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Immediately following the transfer and assignment of the related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of the Trustee without the consent of or notice to the insurer. To the Seller's knowledge, the insurer issuing such Title Policy is qualified to do business in the jurisdiction in which the related Mortgaged Property is located. Such Title Policy contains no exclusion for, or it affirmatively insures access to a public road. (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully disbursed and there is no obligation for future advances with respect thereto. With respect to each Mortgage Loan, any and all requirements as to completion of any on-site or off-site improvement that must be satisfied as a condition to disbursements of any funds escrowed for such purpose have been complied with on or before the Closing Date, or any such funds so escrowed have not been released. (10) Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage Loan, together with applicable state law, contains customary and enforceable provisions (subject to the exceptions set forth in paragraph 13) such as to render the rights and remedies of the holder thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby. (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage, and (2) no fees or expenses are payable to such trustee by the Seller, the Purchaser or any transferee thereof except in connection with a trustee's sale after default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged Property or related security for the related Mortgage Loan. (12) Environmental Conditions. (i) With respect to the Mortgaged Properties securing the Mortgage Loans that were the subject of an environmental site assessment after the first day of the month that is 18 months prior to the Closing Date, an environmental site assessment, or an update of a previous such report, was performed with respect to each Mortgaged Property in connection with the origination or the acquisition of the related Mortgage Loan, a report of each such assessment (or the most recent assessment with respect to each Mortgaged Property) (an "Environmental Report") has been delivered to the Purchaser, and the Seller has no knowledge of any material and adverse environmental condition or circumstance affecting any Mortgaged Property that was not disclosed in such report. Each Mortgage requires the related Mortgagor to comply with all applicable federal, state and local environmental laws and regulations. Where such assessment disclosed the existence of a material and adverse environmental condition or circumstance affecting any Mortgaged Property, (i) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance or (ii) environmental insurance covering such condition was obtained or must be maintained until the condition is remediated or (iii) the related Mortgagor was required either to provide additional security that was deemed to be sufficient by the originator in light of the circumstances and/or to establish an operations and maintenance plan. In connection with the origination of each Mortgage Loan, each environmental consultant has represented in such Environmental Report or in a supplement letter that the environmental assessment of the applicable Mortgaged Property was conducted utilizing generally accepted Phase I industry standards using the American Society for Testing and Materials (ASTM) Standard Practice E 1527-00. (ii) With respect to the Mortgaged Properties securing the Mortgage Loans that were not the subject of an environmental site assessment meeting ASTM Standards after the first day of the month that is 18 months prior to the Closing Date as set forth on Schedule A to this Exhibit 2, (i) no Hazardous Material is present on such Mortgaged Property such that (1) the value, use or operation of such Mortgaged Property is materially and adversely affected or (2) under applicable federal, state or local law, (a) such Hazardous Material could be required to be eliminated at a cost materially and adversely affecting the value of the Mortgaged Property before such Mortgaged Property could be altered, renovated, demolished or transferred or (b) the presence of such Hazardous Material could (upon action by the appropriate governmental authorities) subject the owner of such Mortgaged Property, or the holders of a security interest therein, to liability for the cost of eliminating such Hazardous Material or the hazard created thereby at a cost materially and adversely affecting the value of the Mortgaged Property, and (ii) such Mortgaged Property is in material compliance with all applicable federal, state and local laws pertaining to Hazardous Materials or environmental hazards, any noncompliance with such laws does not have a material adverse effect on the value of such Mortgaged Property and neither Seller nor, to Seller's knowledge, the related Mortgagor or any current tenant thereon, has received any notice of violation or potential violation of any such law. "Hazardous Materials" means gasoline, petroleum products, explosives, radioactive materials, polychlorinated biphenyls or related or similar materials, and any other substance, material or waste as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule, regulation or order, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42 U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant thereto. (13) Loan Document Status. Each Mortgage Note, Mortgage, Assignment of Leases and other agreement that evidences or secures such Mortgage Loan and was executed by or on behalf of the related Mortgagor is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and there is no valid defense, counterclaim or right of offset or rescission available to the related Mortgagor with respect to such Mortgage Note, Mortgage or other agreement. (14) Insurance. Each Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by (a) a fire and extended perils insurance policy providing coverage against loss or damage sustained by reason of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles and smoke, and, to the extent required as of the date of origination by the originator of such Mortgage Loan consistent with its normal commercial mortgage lending practices, against other risks insured against with respect to similarly situated properties in the locality of the Mortgaged Property (so-called "All Risk" coverage) in an amount not less than the lesser of the principal balance of the related Mortgage Loan and the replacement cost of the improvements located at the Mortgaged Property, and contains no provisions for a deduction for depreciation, and not less than the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property; (b) a business interruption or rental loss insurance policy, in an amount at least equal to six months of operations of the Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or other structures on the Mortgaged Property are located in an area identified by the Federal Emergency Management Agency as having special flood hazards and the Federal Emergency Management Agency requires flood insurance to be maintained); and (d) a comprehensive general liability insurance policy in amounts as are generally required by commercial mortgage lenders, for properties of similar types and in any event not less than $1 million per occurrence. Such insurance policy contains a standard mortgagee clause that names the mortgagee as an additional insured in the case of liability insurance policies and as a loss payee in the case of property insurance policies and requires prior notice to the holder of the Mortgage of termination or cancellation. No such notice has been received, including any notice of nonpayment of premiums, that has not been cured. Each Mortgage obligates the related Mortgagor to maintain all such insurance and, upon such Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from such Mortgagor. Each Mortgage provides that casualty insurance proceeds will be applied (a) to the restoration or repair of the related Mortgaged Property, (b) to the restoration or repair of the related Mortgaged Property, with any excess insurance proceeds after restoration or repair being paid to the Mortgagor, or (c) to the reduction of the principal amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less than 20% was prepared, based on a 450 or 475-year lookback with a 10% probability of exceedance in a 50-year period, in connection with the origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the improvements for the Mortgaged Property are insured against earthquake damage. (15) Taxes and Assessments. As of the Closing Date, there are no delinquent or unpaid taxes, assessments (including assessments payable in future installments) or other outstanding charges affecting any Mortgaged Property that are or may become a lien of priority equal to or higher than the lien of the related Mortgage. For purposes of this representation and warranty, real property taxes and assessments shall not be considered delinquent or unpaid until the date on which interest or penalties would be first payable thereon. (16) Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding. (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple estate in real estate or, if the related Mortgage Loan is secured in whole or in part by the interest of a Mortgagor as a lessee under a ground lease of a Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in the Ground Lease but not by the related fee interest in such Mortgaged Property (the "Fee Interest"), and as to such Ground Leases: (a) Such Ground Lease or a memorandum thereof has been or will be duly recorded; such Ground Lease (or the related estoppel letter or lender protection agreement between the Seller and related lessor) does not prohibit the current use of the Mortgaged Property and does not prohibit the interest of the lessee thereunder to be encumbered by the related Mortgage; and there has been no material change in the payment terms of such Ground Lease since the origination of the related Mortgage Loan, with the exception of material changes reflected in written instruments that are a part of the related Mortgage File; (b) The lessee's interest in such Ground Lease is not subject to any liens or encumbrances superior to, or of equal priority with, the related Mortgage, other than Permitted Encumbrances; (c) The Mortgagor's interest in such Ground Lease is assignable to the Purchaser and the Trustee as its assignee upon notice to, but without the consent of, the lessor thereunder (or, if such consent is required, it has been obtained prior to the Closing Date) and, in the event that it is so assigned, is further assignable by the Purchaser and its successors and assigns upon notice to, but without the need to obtain the consent of, such lessor or if such lessor's consent is required it cannot be unreasonably withheld; (d) Such Ground Lease is in full force and effect, and the Ground Lease provides that no material amendment to such Ground Lease is binding on a mortgagee unless the mortgagee has consented thereto, and the Seller has received no notice that an event of default has occurred thereunder, and, to the Seller's knowledge, there exists no condition that, but for the passage of time or the giving of notice, or both, would result in an event of default under the terms of such Ground Lease; (e) Such Ground Lease, or an estoppel letter or other agreement, (A) requires the lessor under such Ground Lease to give notice of any default by the lessee to the holder of the Mortgage; and (B) provides that no notice of termination given under such Ground Lease is effective against the holder of the Mortgage unless a copy of such notice has been delivered to such holder and the lessor has offered or is required to enter into a new lease with such holder on terms that do not materially vary from the economic terms of the Ground Lease. (f) A mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under such Ground Lease) to cure any default under such Ground Lease, which is curable after the receipt of notice of any such default, before the lessor thereunder may terminate such Ground Lease; (g) Such Ground Lease has an original term (including any extension options set forth therein) which extends not less than twenty years beyond the Stated Maturity Date of the related Mortgage Loan; (h) Under the terms of such Ground Lease and the related Mortgage, taken together, any related insurance proceeds or condemnation award awarded to the holder of the ground lease interest will be applied either (A) to the repair or restoration of all or part of the related Mortgaged Property, with the mortgagee or a trustee appointed by the related Mortgage having the right to hold and disburse such proceeds as the repair or restoration progresses (except in such cases where a provision entitling a third party to hold and disburse such proceeds would not be viewed as commercially unreasonable by a prudent commercial mortgage lender), or (B) to the payment of the outstanding principal balance of the Mortgage Loan together with any accrued interest thereon; (i) Such Ground Lease does not impose any restrictions on subletting which would be viewed as commercially unreasonable by prudent commercial mortgage lenders lending on a similar Mortgaged Property in the lending area where the Mortgaged Property is located; and such Ground Lease contains a covenant that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of the lessee thereunder for any reason, or in any manner, which would materially adversely affect the security provided by the related Mortgage; (j) Such Ground Lease requires the Lessor to enter into a new lease upon termination of such Ground Lease if the Ground Lease is rejected in a bankruptcy proceeding; and (k) Such Ground Lease may not be amended or modified or any such amendment or modification will not be effective against the mortgagee without the prior written consent of the mortgagee under such Mortgage Loan, and any such action without such consent is not binding on such mortgagee, its successors or assigns; provided, however, that termination or cancellation without such consent may be binding on the mortgagee if (i) an event of default occurs under the Ground Lease, (ii) notice is provided to the mortgagee and (iii) such default is curable by the mortgagee as provided in the Ground Lease but remains uncured beyond the applicable cure period. (18) Escrow Deposits. All escrow deposits and payments relating to each Mortgage Loan that are, as of the Closing Date, required to be deposited or paid have been so deposited or paid. (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest in real property having a fair market value (i) at the date the Mortgage Loan was originated, at least equal to 80 percent of the original principal balance of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent of the principal balance of the Mortgage Loan on such date; provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (x) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (y) a proportionate amount of any lien that is in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan that is cross-collateralized with such Mortgage Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall be made on a pro rata basis in accordance with the fair market values of the Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property that served as the only security for such Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). (20) Mortgage Loan Modifications. Any Mortgage Loan that was "significantly modified" prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code either (a) was modified as a result of the default under such Mortgage Loan or under circumstances that made a default reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i) of paragraph 19 (substituting the date of the last such modification for the date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19, including the proviso thereto. (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has advanced funds or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by such Mortgage Loan. (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any and all mechanics' and materialmen's liens that are prior or equal to the lien of the related Mortgage, except, in each case, for liens insured against by the Title Policy referred to herein, and no rights are outstanding that under law could give rise to any such lien that would be prior or equal to the lien of the related Mortgage except, in each case, for liens insured against by the Title Policy referred to herein. (23) Compliance with Laws. Except as otherwise specifically disclosed in an exception on Schedule A attached hereto to another representation and warranty made by the seller in this Exhibit 2, at origination, each Mortgage Loan complied with all applicable federal, state and local statutes and regulations. Each Mortgage Loan complied with (or is exempt from) all applicable usury laws in effect at its date of origination. (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan. (25) Releases of Mortgaged Property. Except as described in the next sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or any material portion of the related Mortgaged Property that was included in the appraisal for such Mortgaged Property, and/or generates income from the lien of the related Mortgage except upon payment in full of all amounts due under the related Mortgage Loan or in connection with the defeasance provisions of the related Note and Mortgage. The Mortgages relating to those Mortgage Loans identified on Schedule A hereto require the mortgagee to grant releases of portions of the related Mortgaged Properties upon (a) the satisfaction of certain legal and underwriting requirements and/or (b) the payment of a release price and prepayment consideration in connection therewith. Except as described in the first sentence hereof and for those Mortgage Loans identified on Schedule A, no Mortgage Loan permits the full or partial release or substitution of collateral unless the mortgagee or servicer can require the Mortgagor to provide an opinion of tax counsel to the effect that such release or substitution of collateral (a) would not constitute a "significant modification" of such Mortgage Loan within the meaning of Treas. Reg. ss.1.860G-2(b)(2) and (b) would not cause such Mortgage Loan to fail to be a "qualified mortgage" within the meaning of Section 860G(a)(3)(A) of the Code. The loan documents require the related Mortgagor to bear the cost of such opinion. (26) No Equity Participation or Contingent Interest. No Mortgage Loan contains any equity participation by the lender or provides for negative amortization (except that the ARD Loan may provide for the accrual of interest at an increased rate after the Anticipated Repayment Date) or for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property. (27) No Material Default. To the Seller's knowledge, there exists no material default, breach, violation or event of acceleration (and no event which, with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the Mortgage Loan, in any such case to the extent the same materially and adversely affects the value of the Mortgage Loan and the related Mortgaged Property; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A attached hereto. (28) Inspections. The Seller (or if the Seller is not the originator, the originator of the Mortgage Loan) has inspected or caused to be inspected each Mortgaged Property in connection with the origination of the related Mortgage Loan. (29) Local Law Compliance. Based on due diligence considered reasonable by prudent commercial mortgage lenders in the lending area where the Mortgaged Property is located, the improvements located on or forming part of each Mortgaged Property comply with applicable zoning laws and ordinances, or constitute a legal non-conforming use or structure or, if any such improvement does not so comply, such non-compliance does not materially and adversely affect the value of the related Mortgaged Property, such value as determined by the appraisal performed at origination or in connection with the sale of the related Mortgage Loan by the Seller hereunder. (30) Junior Liens. None of the Mortgage Loans permits the related Mortgaged Property to be encumbered by any lien (other than a Permitted Encumbrance) junior to or of equal priority with the lien of the related Mortgage without the prior written consent of the holder thereof or the satisfaction of debt service coverage or similar criteria specified therein. The Seller has no knowledge that any of the Mortgaged Properties is encumbered by any lien (other than a Permitted Encumbrance) junior to the lien of the related Mortgage. (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller, there are no actions, suits or proceedings before any court, administrative agency or arbitrator concerning any Mortgage Loan, Mortgagor or related Mortgaged Property that might adversely affect title to the Mortgaged Property or the validity or enforceability of the related Mortgage or that might materially and adversely affect the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended. (32) Servicing. The servicing and collection practices used by the Seller or any prior holder or servicer of each Mortgage Loan have been in all material respects legal, proper and prudent and have met customary industry standards. (33) Licenses and Permits. To the Seller's knowledge, based on due diligence that it customarily performs in the origination of comparable mortgage loans, as of the date of origination of each Mortgage Loan or as of the date of the sale of the related Mortgage Loan by the Seller hereunder, the related Mortgagor was in possession of all material licenses, permits and franchises required by applicable law for the ownership and operation of the related Mortgaged Property as it was then operated. (34) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not secured by a pledge of any collateral that has not been assigned to the Purchaser. (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause, which provides for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan if, without prior written consent of the holder of the Mortgage, the property subject to the Mortgage or any material portion thereof, or a controlling interest in the related Mortgagor, is transferred, sold or encumbered by a junior mortgage or deed of trust; provided, however, that certain Mortgage Loans provide a mechanism for the assumption of the loan by a third party upon the Mortgagor's satisfaction of certain conditions precedent, and upon payment of a transfer fee, if any, or transfer of interests in the Mortgagor or constituent entities of the Mortgagor to a third party or parties related to the Mortgagor upon the Mortgagor's satisfaction of certain conditions precedent. (36) Non-Recourse Exceptions. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan constitutes either (a) the recourse obligations of at least one natural person or (b) the non-recourse obligations of the related Mortgagor, provided that at least one natural person (and the Mortgagor if the Mortgagor is not a natural person) is liable to the holder of the Mortgage Loan for damages arising in the case of fraud or willful misrepresentation by the Mortgagor, misappropriation of rents, insurance proceeds or condemnation awards and breaches of the environmental covenants in the Mortgage Loan documents. (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as such term is defined in Section 860G(a)(3) of the Code (without regard to Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective mortgage loans as qualified mortgages). (38) Prepayment Premiums. As of the applicable date of origination of each such Mortgage Loan, any prepayment premiums and yield maintenance charges payable under the terms of the Mortgage Loans, in respect of voluntary prepayments, constituted customary prepayment premiums and yield maintenance charges for commercial mortgage loans of the Seller. (39) [Reserved] (40) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-Off Date Principal Balance in excess of $10 million, was, as of the origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an entity, other than an individual, whose organizational documents provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in, and operation of, such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person. (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the Lender incurred in connection with (i) the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and (ii) the approval of an assumption of such Mortgage Loan. (42) Defeasance. No Mortgage Loan provides that it can be defeased until a date that is more than two years after the Closing Date or provides that it can be defeased with any property other than government securities (as defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any direct non-callable security issued or guaranteed as to principal or interest by the United States. (43) Authorized to do Business. To the extent required under applicable law as of the date of origination, and necessary for the enforceability or collectability of the Mortgage Loan, the originator of such Mortgage Loan was authorized to do business in the jurisdiction in which the related Mortgaged Property is located at all times when it originated and held the Mortgage Loan. (44) Terrorism Insurance. With respect to each Mortgage Loan that has a Stated Principal Balance as of the Cut-Off Date that is greater than or equal to $20,000,000, the related all risk insurance policy and business interruption policy do not specifically exclude acts of terrorism from coverage. With respect to each other Mortgage Loan, the related all risk insurance policy and business interruption policy did not, as of the date of origination of the Mortgage Loan, and, to the Mortgage Loan Seller's knowledge, does not as of the date hereof, specifically exclude acts of terrorism from coverage. With respect to each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism or damages related thereto, except to the extent that any right to require such coverage may be limited by commercially reasonable availability, or as otherwise indicated on Schedule A. (45) Operating Statements and Rent Rolls. In the case of each Mortgage Loan other than Mortgage Loans secured by residential cooperative properties, the related Mortgage Loan Documents require the related Mortgagor, in some cases at the request of the lender, to provide to the holder of such Mortgage Loan operating statements and rent rolls not less frequently than annually (except if the Mortgage Loan has an outstanding principal balance of less than or equal to $3,500,000 as of the Cut-Off Date or the related Mortgaged Property has only one tenant, in either of which cases, the Mortgage Loan Documents require the Mortgagor, in some cases at the request of the lender, to provide to the holder of such Mortgage Loan operating statements and (if there is more than one tenant) rent rolls and/or financial statements of the Mortgagor annually), and such other information as may be required therein. With respect to Mortgage Loans secured by residential cooperative properties, the related Mortgage Loan Documents require the related Mortgagor to deliver annual financial statements to the holder of such Mortgage Loan. (46) An appraisal of the related Mortgaged Property was conducted in connection with the origination of such Mortgage Loan, and such appraisal satisfied the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. SCHEDULE A EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS (2007-IQ13) (NCB, FSB) Representation 14 - Parkview Manor-Lockland, Inc. The Parkview Manor-Lockland, Inc. Mortgage Loan has a seismic report which indicates a PML of 25%. Representation 17(d) - Bay Terrace Cooperative Section X, Inc.; 824-826 West Broad Street. The Ground Lease with respect to the Bay Terrace Cooperative Section X, Inc. and 824-826 West Broad Street Mortgage Loans do not specifically provide that amendments to such Ground Leases will not be binding on a leasehold mortgagee unless the leasehold mortgagee has consented thereto. However, those Ground Leases do require the consent of the leasehold mortgagee as a condition to any ground lease modification or amendment. The Ground Leases require the lessor to enter into a new ground lease with the holder of the Mortgage on terms that do not materially vary from the economic terms of the Ground Leases in the event such Ground Leases are terminated by reason of a default thereunder, but do not specifically require the lessor to enter into a new lease upon termination of such Ground Lease if the Ground Lease is rejected in a bankruptcy proceeding. Representation 17(j) - Bay Terrace Cooperative Section X, Inc.; 824-826 West Broad Street. The Ground Leases with respect to the Bay Terrace Cooperative Section X, Inc. and 824-826 West Broad Street Mortgage Loans require the lessor to enter into a new ground lease with the holder of the Mortgage on terms that do not materially vary from the economic terms of the Ground Lease in the event such Ground Lease is terminated by reason of a default thereunder, but do not specifically require the lessor to enter into a new lease upon termination of such Ground Lease if the Ground Lease is rejected in a bankruptcy proceeding. Representation 30. The borrowers under the Mortgage Loans listed on Schedule B hereto are permitted to incur and/or have incurred additional subordinate financing secured by the related property. The amount of current existing subordinate indebtedness is more particularly set forth in the mortgage loan schedule under the heading "Current Additional Financing In Place." The amount of permitted future subordinate indebtedness is more particularly set forth in the mortgage loan schedule under the heading "Financing Permitted In Future." In connection with any such future subordinate financing, the lender shall enter into a subordination agreement. Representation 35. All of the Mortgage Loans secured by residential cooperatives permit, without the prior written consent of the holder of the related Mortgage, transfers of stock of the related Mortgagor in connection with the assignment of a proprietary lease for an apartment unit by a tenant shareholder of the related Mortgagor to other persons who by virtue of such transfers become tenant-shareholders in the related Mortgagor. Representation 36. All of the Mortgage Loans secured by residential cooperatives are fully recourse to the related Mortgagors, which Mortgagors are not natural persons. Representation 36 - Columbia Bedford Tractor Supply. The loan is not recourse to a natural person. However, the borrower, which is not a natural person, is obligated on the recourse carveout obligations pursuant to the terms of the promissory note. There is a separate recourse guaranty executed by PENDLETON II L.L.C., an affiliate of borrower and not a natural person. Schedule A ---------- Representation 7 - Knollwood Manor, Inc.; Manor Towers Owners Corp.; 320 West 87th Street. The engineering report for the Knollwood Manor, Inc. Mortgage Loan is dated August 11, 2005. The engineering report for the Manor Towers Owners Corp. Mortgage Loan is dated August 18, 2005. 320 West 87th Street is dated March 11, 2005. Representation 12 - Knollwood Manor, Inc.; Manor Towers Owners Corp. The environmental site assessment for the Knollwood Manor, Inc. Mortgage Loan is dated August 11, 2005. The environmental site assessment for the Manor Towers Owners Corp. Mortgage Loan is dated August 18, 2005. Representation 25 - Post Office Partners. The Post Office Partners Mortgage Loan permits the release of one or more parcels from the lien of the related Mortgage upon a partial defeasance in an amount equal to 125% of an allocated partial defeasance release amount as more particularly set forth in the Mortgage Loan documents. Loans as to which the borrower is permitted to incur and/or has incurred additional subordinate financing secured by the related property. 1122 Yonkers Avenue Ltd. 14 East 68th Street Cooperative 175-20 Wexford Terrace Owners 2736 Independence Ave. Owners 2750 Johnson Owners 310/312 East 23rd Apartment Corp. 320 West 87th Street, Inc. 3231-5-9 Barker Owners 41 West 16th Street, Inc. 590 West End Owners Corp. 601 West End Tenants Corp. 88-30 182nd Street Realty Corp. 957 Lexington Avenue Corporation Allofus Tenants Inc. Bay Terrace Cooperative Section X Briar Hill Owners Corp. Bywater Mutual Homes, Inc. I & II Gramatan Court Apartments Greenwich 33 Apartment Corp. High Meadow Cooperative No. 1 Inwood Owners, Inc. Knollwood Manor, Inc. Laurelton Gardens Corp. Mainstay Cooperative Section One Manor Towers Owners Morton-Barrow Owners Patricia Gardens Owners Prince Tower Tenants Corp. Southgate Apartments. The Curtis Residence Thornton Place Owners Westbrook Tenants Corporation Cajun Properties Great Falls Village Center Lawrenceville Town Center Parish Property SCHEDULE B LIST OF MORTGAGORS THAT ARE THIRD-PARTY BENEFICIARIES UNDER SECTION 5(b) NONE ANNEX A Loans as to which the borrower is permitted to incur and/or has incurred additional subordinate financing secured by the related property. EXHIBIT 3 PURCHASE PRICE Purchase Price $203,374,022 Accrued Interest $912,284 ---------------- Total $204,286,306 EXHIBIT 4 BILL OF SALE 1. Parties. The parties to this Bill of Sale are the following: Seller: NCB, FSB Purchaser: Morgan Stanley Capital I Inc. 2. Sale. For value received, the Seller hereby conveys to the Purchaser, without recourse, all right, title and interest in and to the Mortgage Loans identified on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan Purchase Agreement, dated as of March 1, 2007 (the "Mortgage Loan Purchase Agreement"), between the Seller and the Purchaser and all of the following property: (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. 3. Purchase Price. The amount and other consideration set forth on Exhibit 3 to the Mortgage Loan Purchase Agreement. 4. Definitions. Terms used but not defined herein shall have the meanings assigned to them in the Mortgage Loan Purchase Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of Sale to be duly executed and delivered on this 29th day of March, 2007. SELLER: NCB, FSB By: --------------------------------------- Name: Title: PURCHASER: MORGAN STANLEY CAPITAL I INC. By: --------------------------------------- Name: Title: EXHIBIT 5 FORM OF LIMITED POWER OF ATTORNEY THIS DOCUMENT PREPARED BY, AND AFTER RECORDING RETURN TO: NCB, FSB 1725 Eye Street, N.W. Washington, D.C. 20006 Attention: Kathleen Luzik, Real Estate Master Servicing Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 National Consumer Cooperative Bank 1725 Eye Street, N.W. Washington, D.C. 20006 Attention: Kathleen Luzik, Real Estate Special Servicing Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 LNR Partners, Inc. 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attention: Randy Wolpert and Thomas F. Nealon III, Esq. [ ] ----------- [ ] ----------- [ ] ----------- Attention: [ ] --------- LIMITED POWER OF ATTORNEY Know all persons by these presents; that the undersigned in its capacity as Seller, having an address of 1725 Eye Street. N.W., Washington, D.C. 20006, Attention: Kathleen Luzik (the "Seller"), being duly empowered and authorized to do so, does hereby make, constitute and appoint NCB, FSB, in its capacity as NCB Master Servicer pursuant to the Pooling and Servicing Agreement, having an address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik, Real Estate Master Servicing-Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ13 (the "NCB Master Servicer"), LNR Partners, Inc., having an address of 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139, Attention: Randy Wolpert and Thomas F. Nealon III, Esq. (the "General Special Servicer"), National Consumer Cooperative Bank, having an address of 1725 Eye Street, N.W., Washington, D.C. 20006, Attention: Kathleen Luzik, Real Estate Special Servicing-Morgan Stanley Capital I Inc., Commercial Mortgage Pass Through Certificates, Series 2007-IQ13 (the "Co-op Special Servicer") and [_________], having an address of [__________], Attention: [_________](the "Trustee") as the true and lawful attorneys-in-fact for the undersigned, in its name, place and stead, and for its use and benefit: 1. To empower the Trustee, the NCB Master Servicer and, in the event of the failure or incapacity of the Trustee and the NCB Master Servicer, the applicable Special Servicer, to submit for recording, at the expense of the Seller, any mortgage loan documents required to be recorded as described in the Pooling and Servicing Agreement, dated as of March 1, 2007 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as Depositor, [____________], as General Master Servicer, the General Special Servicer, NCB, FSB, as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, and the Trustee, as Trustee, Paying Agent and Certificate Registrar with respect to the Trust and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage File (so long as original counterparts have previously been delivered to the Trustee). 2. This power of attorney shall be limited to the above-mentioned exercise of power. 3. This instrument is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not intended to be construed as, a general power of attorney. 4. The rights, power of authority of said attorney herein granted shall commence and be in full force and effect on the date hereof and such rights, powers and authority shall remain in full force and effect until the termination of 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. IN WITNESS WHEREOF, I have hereunto set my hand this [__] day of March, 2007. Witnessed by: NCB, FSB By: ---------------------------------------- -------------------------- Print Name: Name: Title: STATE OF ) ----------------------- COUNTY OF ) ---------------------- On __________________________, before me, a Notary Public in and for said county, personally appeared ________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person acted and executed the instrument. Witness my hand and official seal. -------------------------------------- Commission Expires: EXHIBIT 6 FORM OF OPINION OF COUNSEL Tel: 212-541-2000 Fax: 212-541-4630 March [__], 2008 To the Parties Listed on Schedule A Re: NCB, FSB Ladies and Gentlemen: We have acted as special counsel to NCB, FSB ("NCB"), a federal savings bank chartered by the Office of Thrift Supervision, U.S. Department of the Treasury (the "OTS"), in connection with the following documents, which provide for the proposed sale of certain mortgage loans and NCB's agreement to service and administer certain mortgage loans and other assets: (i) Mortgage Loan Purchase Agreement dated as of March 1, 2007, between NCB, as seller, and Morgan Stanley Capital I Inc. ("MSCI"), as purchaser (the "Mortgage Loan Purchase Agreement"); (ii) Pooling and Servicing Agreement dated as of March 1, 2007, among MSCI, as Depositor, [______], as General Master Servicer, NCB, FSB as NCB Master Servicer, National Consumer Cooperative Bank, as Co-op Special Servicer, LNR Partners, Inc., as General Special Servicer and [_______], as Trustee, Paying Agent and Certificate Registrar (the "Pooling and Servicing Agreement"; and together with the Mortgage Loan Purchase Agreement, the "Principal Agreements"); and (iii) Mortgage Loan Seller Indemnification Agreement dated as of March [__], 2007 between NCB, Morgan Stanley & Co. Incorporated, [________________] (the "Indemnification Agreement"; and together with the Principal Agreements, the "Transaction Documents"). Capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Principal Agreements. In rendering the opinions expressed below, we have examined copies of the Transaction Documents, agreements executed in connection therewith or pursuant thereto and originals or conformed copies of such corporate records, agreements and instruments of NCB, certificates of public officials and officers of NCB, and such other documents and records, and such matters of law, as we have deemed appropriate as a basis for the opinions hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied upon statements of governmental officials and upon representations made in or pursuant to the Transaction Documents and certificates and statements of appropriate representatives of NCB including, without limitation, the certificate dated as of the date hereof issued by the Secretary of NCB (the "NCB Certificate"), and with respect to good standing and related matters, we have relied solely upon a certificate of the OTS issued on March 1, 2007 (the "OTS Certificate") and the NCB Certificate. In rendering the opinions expressed below, we have assumed that, other than with respect to NCB, all of the documents referred to in this opinion have been duly authorized by, have been duly executed and delivered by, and constitute the legal, valid, binding and enforceable obligations of, all of the parties to such documents, that all of the signatories to such documents have been duly authorized and that all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. Based upon and subject to the foregoing and subject also to the comments, assumptions and qualifications set forth below, we are of the opinion that: 1. Based solely upon the OTS Certificate, NCB is a federal savings bank duly chartered by the OTS validly existing and in good standing under the laws of the United States of America. 2. NCB has all necessary corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents. The execution, delivery and performance of the Transaction Documents by NCB and the consummation by NCB of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of NCB, and the Transaction Documents have been validly executed and delivered by NCB. The Principal Agreements constitute the valid and binding obligation of NCB, enforceable against it in accordance with their respective terms. 3. No consent, approval, authorization of, or declaration, filing or registration with, any governmental authority in connection with or as a condition to the execution or delivery by NCB of the Transaction Documents or the consummation by NCB of the transactions contemplated thereby is required to be obtained by NCB, except for such consents, approvals, authorizations, declarations, filings or registrations that have been obtained, and except such filings as may be necessary to transfer the Loans to the Purchaser pursuant to the terms of the Mortgage Loan Purchase Agreement or to fulfill its obligations as NCB Master Servicer under the Pooling and Servicing Agreement. 4. To our knowledge, there are no actions, suits, proceedings or investigations pending or threatened against or affecting NCB which, if adversely determined, individually or collectively, would materially adversely affect NCB's ability to perform its obligations under the Transaction Documents or the validity or enforceability of the Transaction Documents. 5. The execution, delivery and performance by NCB of the Transaction Documents, and compliance by it therewith, do not and will not conflict with, constitute a default under or violate (i) any provision of the charter or by-laws of NCB, (ii) any provision of any material law, rule or regulation applicable to NCB, (iii) any judgment, order, writ, injunction or decree known to us of any court or governmental authority or regulatory body that names NCB or is specifically directed to NCB, or (iv) to our knowledge, any indenture, agreement or other instrument known to us to which NCB is a party or by which it is bound. In addition to the limitations set forth above, the opinions set forth herein are further limited by, subject to and based upon the following: (a) Wherever this opinion letter refers to matters "known to us," or "to our knowledge," or words of similar import, such reference means that, in the course of our representation of NCB in the transaction contemplated by the Transaction Documents and inquiry of the lawyers within our firm familiar with the transactions contemplated by the Transaction Documents, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters set forth herein are not accurate. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters. All opinions set forth herein are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. (b) Our opinions herein reflect only the application of applicable New York law and the federal laws of the United States. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. (c) The enforceability of the Principal Agreements may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) the qualification that certain other provisions of the Principal Agreements may be unenforceable in whole or in part under the laws (including judicial decisions) of the State of New York or the United States of America, but the inclusion of such provisions does not, in our opinion, affect the validity as against NCB of the Principal Agreements as a whole, and the limitations on the enforceability of such provisions in the Principal Agreements do not, in our opinion, make the remedies and procedures otherwise provided in the Principal Agreements inadequate for enforcing payment of the obligations governed or secured thereby and for the practical realization of the principal rights and benefits afforded thereby. (d) Our opinions are further subject to the following: (i) The enforceability of the Principal Agreements against NCB in accordance with their respective terms may be limited by the effect of standards of good faith, fair dealing and reasonableness which may be applied by a court to the exercise of certain rights and remedies. (ii) We assume, for purposes of the opinions concerning validity, binding effect and enforceability, that the parties to the Principal Agreements have acted in good faith and without intent to hinder, delay or defraud creditors. (iii) We express no opinion as to the enforceability of any provisions in the Principal Agreements purporting to restrict access to legal or equitable remedies, to establish evidentiary standards, to waive or modify service of process requirements under applicable laws, or to control the determination of venue for any legal or equitable proceedings that may arise in connection therewith. (e) We express no opinion as to: (i) the enforceability of any provision in any of the Principal Agreements purporting or attempting to (A) waive the defenses of forum non conveniens or improper venue or (B) confer subject matter jurisdiction on a court not having independent grounds therefor or (C) modify or waive the requirements for effective service of process for any action that may be brought or (D) waive the right of NCB or any other person to a trial by jury or (E) provide that remedies are cumulative or that decisions by a party are conclusive or (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law, because such provisions are subject to determination by the courts in which litigation may be instituted that such provisions are fair and reasonable and comply with and/or are permitted by applicable constitutional provisions and by applicable laws, regulations and rules of court; (ii) the effect on enforceability of any of the Principal Agreements of any decision of an arbitration tribunal or an arbitrator pursuant to any provision for mandatory or optional arbitration to the extent such decision does not give effect to the terms of such Principal Agreements or to applicable law; (iii) the enforceability of (A) any rights to indemnification provided for in the Principal Agreements which are violative of public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation); (B) any rights of setoff under the Pooling and Service Agreement; or (C) any provisions purporting to provide to any party the right to receive costs and expenses beyond those reasonably incurred by it; or (iv) (A) the existence or sufficiency of any party's (including, without limitation, NCB's) rights in or title to the real or personal property described in and encumbered by the respective Loan Documents relating to the Loans (the "Collateral"); (B) the creation, attachment or perfection of any security interest in any part of the Collateral, or the priority of any security interest in the Collateral against any financing statement, security interest, mortgage, lien or other encumbrance on or covering the Collateral, or the effect of the due recording of, or failure to record, such Loan Documents; (C) compliance or non-compliance by NCB or any other person or entity with federal or state securities laws (including, without limitation, the Securities Act of 1933, the Trust Indenture Act of 1939 and the Investment Company Act of 1940); or (D) the classification and treatment of the Loans and any proceeds therefrom for federal and state income tax purposes. This opinion letter is furnished to you solely for your benefit and for the benefit of your successors and assigns, and may not be relied upon by, nor may copies be delivered to, any other person or entity without our prior written consent. Finally, we do not undertake to advise you of any changes in the opinions expressed herein resulting from matters that might hereafter come or be brought to our attention. Very truly yours, SCHEDULE A Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Morgan Stanley Capital I Inc. 1585 Broadway New York, New York 10036 LNR Partners, Inc. 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attention: Randy Wolpert and Thomas F. Nealon III, Esq. Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. 55 Water Street New York, New York 10041 [ ] ---------- Fitch, Inc. One State Street Plaza New York, NY 10004 [ ] ------------------ [ ] ------------------