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Hearing Date and Time: To be Determined

HAYNES AND BOONE, LLP


1221 Avenue of the Americas, 26th Floor
New York, New York 10020
Telephone: (212) 659-7300
Facsimile: (212) 884-8211
Lenard M. Parkins (NY Bar # 4579124)
John D. Penn (NY Bar # 4847208)
Mark Elmore (admitted pro hac vice)
Jonathan Hook (NY Bar # 4187449)

Attorneys for Midland Loan Services, a division of PNC Bank, N.A.

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
)
In re: ) Chapter 11
)
INNKEEPERS USA TRUST, et al., ) Case No. 10-13800 (SCC)
)
Debtors. ) Jointly Administered
)

REPLY AND OBJECTION OF MIDLAND LOAN SERVICES TO THE MOTIONS
OF (A) APPALOOSA INVESTMENT L.P. I, PALOMINO FUND LTD.,
THOROUGHBRED FUND L.P., AND THOROUGHBRED MASTER LTD. AND (B)
LNR SECURITIES HOLDINGS, LLC AND WELLS FARGO BANK, N.A., AS
TRUSTEE SEEKING (I) JUDICIAL DETERMINATION OF PARTY IN INTEREST
STATUS UNDER SECTION 1109(b) OF THE BANKRUPTCY CODE, OR IN THE
ALTERNATIVE (II) GRANTING INTERVENTION PURSUANT TO FEDERAL
RULE OF BANKRUPTCY PROCEDURE 2018

Midland Loan Services, a division of PNC Bank, N.A. (Midland),
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by its undersigned
attorneys, files this Reply and Objection (the Objection)
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to the motions (together, the

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Midland is the special servicer for that certain secured loan in the amount of not less than $825,402,542
plus interest, costs and fees (the Fixed Rate Mortgage Loan) owed by certain of the above-referenced
Debtors (collectively, the Debtors) pursuant to a Pooling and Servicing Agreement, dated as of August
13, 2007 (the C6 Pooling & Servicing Agreement) excerpts of which attached hereto as Exhibit 1 and
a Co-Lender Agreement (the Co-Lender Agreement) attached hereto as Exhibit 2 entered into in
connection with the Fixed Rate Mortgage Loan. A complete copy of the C6 Pooling & Servicing
Agreement was attached as Exhibit A to the Declaration of Daniel A. Fliman in Support of the Motion of
CRES Investment No. II, L.P. to Dismiss Complaint [Docket No. 9] in LNR Partners, LLC and LNR
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Standing Motions)
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filed by Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred
Fund L.P. and Thoroughbred Master Ltd. (collectively, Appaloosa)
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and LNR Securities
Holdings, LLC (LNR Securities) and Wells Fargo Bank, N.A., as trustee for standing to object
to the Debtors Motion for Entry of an Order (i) Authorizing the Debtors to Enter into the
Commitment Letter with Five Mile Capital II Pooling REIT LLC, Lehman ALI Inc., and Midland
Loan Services, (ii) Approving the New Party/Midland Commitment Between the Debtors and
Midland Loan Services, (iii) Approving Bidding Procedures, (iv) Approving Bid Protections, (v)
Authorizing an Expense Reimbursement to Bidder D, and (vi) Modifying Cash Collateral
Order to Increase Expense Reserve (the Bid Procedures Motion)
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pursuant to

Securities Holdings, LLC v. CRES Investment No. II, LP, Adv. Pro. 10-04237. The Fixed Rate Mortgage
Loan has a maturity date of July 9, 2017.

2
The Standing Motions assert different rights to standing with respect to the different capacities claimed
to be held by Appaloosa, LNR Securities and LNR Partners, LLC (LNR). As more fully described
below, this Objection is first lodged against the relief sought by LNR Securities and Appaloosa in their
capacity solely as certificateholders in the C6 and/or C7 Trusts as applicable (as defined below). In the
LNR Motion (as defined below), Wells Fargo Bank, N.A. represents that it is acting as trustee for certain
securitized trusts which hold approximately $160 million in secured mortgage loans against certain of the
Debtors. LNR Motion at 7. Upon information and belief, LNR is the special servicer for those loans.
The claim for standing made by LNR, as special servicer for the trusts holding these secured mortgage
loans, is vastly different from LNR Securities flawed claim to standing as a certificateholder in the C7
Trust.
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Memorandum of Law of Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P.,
and Thoroughbred Master Ltd. (the Appaloosa Motion), and Motion of Trusts and LNR Securities
Holdings, LLC Seeking Judicial Determination of Party in Interest Status Under Section 1109(b) of the
Bankruptcy Code, or in the Alternative Granting Intervention in these Bankruptcy Cases Pursuant to
Federal Rule of Bankruptcy 2018 (the LNR Motion), Docket Nos. 858 and 857, respectively.
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To date, counsel for Appaloosa has failed to file the requisite statement under Federal Rule of
Bankruptcy Procedure 2019 to reflect each of the entities it represents. As set forth in Bankruptcy Rule
2019(b), the Court may refuse to permit that entity . . . to be heard further or to intervene in the [Chapter
11 Cases.]; In re Ionosphere Clubs, Inc., 101 B.R. 844, 852-53 (Bankr. S.D.N.Y. 1989). This failure
alone, without even considering the other fatal flaws in Appaloosas position, provides an additional basis
to reject Appaloosas request for standing to appear and be heard in these cases. As a point of reference,
the initial pleadings filed in these cases were filed in the name of Appaloosa Investments, L.P. I. It is
unclear when the other entities acquired the positions they assert in the Appaloosa Motion.
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Docket No. 820.
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11 U.S.C. 1109, or, in the alternative, granting intervention in the above-captioned chapter 11
cases (the Chapter 11 Cases) pursuant to Rule 2018 of the Federal Rules of Bankruptcy
Procedures (the Bankruptcy Rules).
PRELIMINARY STATEMENT
1. LNR Securities and Appaloosa, as mere certificateholders, have no standing to
appear and be heard in these Chapter 11 Cases with respect to the Fixed Rate Mortgage Loan.
They hold interests in the C6 and C7 Trusts that are the creditors of the Debtors. Their position
is akin to being a shareholder of a bank that is a creditor of the Debtors. Shareholders cannot
appear and be heard for the bank and neither can a certificateholder be heard for the C6 and C7
Trusts. That role belongs to Midland as special servicer. LNR Securities and Appaloosa have
ceded all authority to act for the Fixed Rate Mortgage Loan to Midland, as special servicer, and
have not taken any action required of them under the applicable agreements to change that status.
2. The Fixed Rate Mortgage Loan is evidenced by two pari passu notes, the A-1
Note and the A-2 Note.
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The A-1 Note was assigned to the trustee for the C6 Trust, and the A-2
Note was assigned to the trustee for the C7 Trust. Pursuant to the terms of the C6 Pooling &
Servicing Agreement and the Co-Lender Agreement, which, among other things, govern the
servicing and administration of the Fixed Rate Mortgage Loan, the special servicer for the C6
Trust (i.e., Midland) is authorized to act on behalf of and is granted the right (by the C6 and C7
Trusts as lenders) to represent the lenders in a bankruptcy case involving the borrowers.
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See

6
Capitalized terms used but not defined in the Preliminary Statement are defined hereinafter.
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The Prospectus Supplement dated August 24, 2007 regarding the C6 Trust (the C6 Prospectus
Supplement), an excerpt of which is attached as Exhibit 3 provides:
The governing document for purposes of forming the issuing entity and issuing the series 2007-
C6 certificates will be a pooling and servicing agreement to be dated as of August 13, 2007. The
pooling and servicing agreement will also govern the servicing and administration of the
mortgage loans (with the two material exceptions described below [unrelated to the Fixed Rate
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Co-Lender Agreement, Section 3.01 (General Servicing Matters). As such, Midland is the only
party with standing to appear and be heard in these cases, on behalf of the C6 & C7 Trusts in
connection with the Fixed Rate Mortgage Loan, including, with respect to the Bid Procedures
Motion. Appaloosa and LNR Securities, as certificateholders in the C6 and/or C7 Trusts, as
applicable, are bound by the provisions of the C6 Pooling & Servicing Agreement, and have no
standing to appear and be heard in the Chapter 11 Cases.
3. The Standing Motions are improper attempts to circumvent the express
provisions of the C6 Pooling & Servicing Agreement and the Co-Lender Agreement, which grant
to Midland the sole and exclusive responsibility of administering the Fixed Rate Mortgage Loan
for the C6 & C7 Trusts in these Chapter 11 Cases and with standing to do so. Appaloosa and
LNR Securities, as certificateholders in the C6 and/or C7 Trusts, as applicable, have no such
authority or standing and therefore are not proper parties in interest with authority to act for the
C6 and/or C7 Trusts as applicable with respect to the Bid Procedures Motion or otherwise in
these Chapter 11 Cases. To the extent Appaloosa (as a certificateholder in the C6 Trust and/or
the C7 Trust) or LNR Securities (as a certificateholder solely in the C7 Trust) believes it has
grounds to challenge Midlands actions as special servicer with respect to the Bid Procedures
Motion, they must do so in accordance with the express provisions of the pooling and servicing
agreements for either the C6 Trust or the C7 Trust, as applicable; not as part of these Chapter 11
Cases. Their efforts to argue to the contrary must be rejected.

Mortgage Loan]) and other assets that back the series 2007-C6 certificates.
C6 Prospectus Supplement at S-9. Only excerpts of the C6 Prospectus Supplement have been attached
hereto because the full C6 Prospectus Supplement is voluminous; however, copies will be made available
upon request to counsel for Midland. Additionally, the full C6 Prospectus Supplement is publicly
available at http://www.sec.gov/Archives/edgar/data/1408673/000095013607005971/file1.htm.
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4. Instead of accepting their lack of standing, Appaloosa and LNR Securities, as
certificateholders, improperly attempt to assert standing to air their discontent with Midlands
actions in servicing of the Fixed Rate Mortgage Loan and in supporting the Bid Procedures
Motion. If LNR Securities and Appaloosa are not satisfied with Midlands conduct as special
servicer under the agreements, they can assert those claims (without conceding the validity of
those claims or whether the claims are sustainable under the governing documents for the C6 and
C7 Trusts) in another forum. Here, in these Chapter 11 Cases, by contract, each ceded standing
and any individual right to appear and be heard in these cases when they bought their certificates.
Their efforts to directly and indirectly challenge Midlands right to act for, and be the exclusive
voice in these cases for the C6 & C7 Trusts with respect to the Fixed Rate Mortgage Loan and
the Bid Procedures Motion violate the fundamental documents at the core of those CMBS
investments.
5. LNR Securities (as an affiliate of LNR - one of the largest special servicers for
securitized loans - and a sophisticated investor in CMBS certificates) and Appaloosa (as a
sophisticated investor in CMBS certificates) indisputably know and understand that CMBS
investments necessarily require that investors voluntarily cede to the special servicer any
individual right to appear and be heard with respect to the mortgages owned in those investment
vehicles. In fact, within the past year, LNR successfully and correctly filed papers and argued in
other litigation in this district that individual certificateholders lacked standing to intervene in a
foreclosure action brought by a special servicer for a CMBS trust (Appaloosa was also the
certificateholder in that case). LNR, LNR Securities and Appaloosa cannot feign ignorance of
the law, the applicable agreements in these Chapter 11 Cases, or the statements made, pleadings
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filed, and positions taken in these Chapter 11 Cases and in other cases in this district, which are
directly contrary to their standing arguments made to this Court in the Standing Motions.
6. As certificateholders in the C7 Trust, LNR Securities or Appaloosas claim to
standing is even more remote. A certificateholder in the C7 Trust cannot invoke the provisions
of the C6 Pooling & Servicing Agreement to establish standing, but rather must operate within
the bounds of the pooling and servicing agreement for the C7 Trust.
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The trustee, master
servicer and special servicer of the C7 Trust have expressly ceded authority and supervision with
respect to the Fixed Rate Mortgage Loan to the special servicer for the C6 Trust (i.e., Midland).
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Further, like the requirements under the C6 Pooling & Servicing Agreement, a certificateholder
of the C7 Trust must first satisfy the requirements under the pooling and servicing agreement for
the C7 Trust before it can direct the trustee for the C7 Trust to act with respect to the C7 Trust or
act on its own behalf, and neither LNR Securities or Appaloosa have alleged that they have (or

8
A complete copy of the pooling and servicing agreement for the C7 Trust was attached as Exhibit B to
the Declaration of Daniel A. Fliman in Support of the Motion of CRES Investment No. II, L.P. to Dismiss
Complaint [Docket No. 9] in LNR Partners, LLC and LNR Securities Holdings, LLC v. CRES Investment
No. II, LP, Adv. Pro. 10-04237.

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See Co-Lender Agreement, Section 3.01. Additionally, the Prospectus Supplement dated November 20,
2007 regarding the C7 Trust (the C7 Prospectus Supplement), an excerpt of which is attached hereto as
Exhibit 4, put the purchasers of the certificates in the C7 Trust on notice of this arrangement. The C7
Prospectus Supplemented provided, in relevant part:

The series 2007-C6 pooling and servicing agreement initially governs the servicing and
administration of the Innkeepers Portfolio Loan Combination and any related REO
Property. The series 2007-C6 pooling and servicing agreement is the governing document
for the Series 2007-C6 Securitization, which closed prior to the Issue Date. Under the
series 2007-C6 pooling and servicing agreement, the master servicer is Wachovia Bank,
National Association, the trustee is LaSalle Bank National Association and the initial
special servicer is Midland Loan Services, Inc . . . . The master servicer, special servicer
and trustee under the series 2007-C7 pooling and servicing agreement will not have any
obligation or authority to supervise the series 2007-C6 master servicer, the series 2007-
C6 special servicer, the series 2007-C6 trustee . . . .

C7 Prospectus Supplement at S-215. Only excerpts of the C7 Prospectus Supplement have been attached
hereto because the full C7 Prospectus Supplement is voluminous; however, copies will be made available
upon request to counsel for Midland. Additionally, the full C7 Prospectus Supplement is publicly
available at http://www.sec.gov/Archives/edgar/data/1414315/000095013607008065/file1.htm.
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even can) meet this threshold requirement under the C7 Trust. As such, LNR Securities and
Appaloosa (to the extent a certificateholder of the C7 Trust) cannot credibly claim rights to
standing, rights to object and be heard with respect to the Bid Procedures Motion or rights to
challenge Midlands actions with respect thereto.
BACKGROUND
I. THE FIXED RATE MORTGAGE LOAN AND THE C6 & C7 TRUSTS
7. On or about June 29, 2007, certain of the Debtors borrowed $825,402,542 in an
aggregate principal amount pursuant to that certain loan agreement dated as of June 29, 2007 (as
amended, the Fixed Rate Mortgage Loan Agreement). The Fixed Rate Mortgage Loan is
collateralized by 45 of the Debtors hotel properties and is evidenced by: (i) a certain
Replacement Note A-1 (the A-1 Note); and (ii) a certain Replacement Note A-2 (the A-2
Note), each dated as of August 9, 2007, and each in the original principal amount of
$412,701,271.
8. The A-1 Note was assigned to the trustee for a certain CMBS trust (the C6
Trust). The A-2 Note was assigned to the trustee for another CMBS trust (the C7 Trust).
Both the C6 Trust and the C7 Trust (together, the C6 & C7 Trusts) contain many other
mortgage loans, in the approximate original principal amount of $3 billion each. Appaloosa and
LNR Securities each allege that they are among a number of entities that hold certificates
evidencing interests in the C6 and/or C7 Trusts, as applicable.
9. Midland was named as special servicer for the C6 Trust under the C6 Pooling &
Servicing Agreement. In addition, as set forth in the Co-Lender Agreement which governs the
relationship between the trustees for the C6 & C7 Trusts, as the holder of the A-1 Note and the
holder of the A-2 Note, respectively, the special servicer for the C6 Trust (i.e., Midland) is the
special servicer for the Fixed Rate Mortgage Loan. See Co-Lender Agreement, Section 3.01
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(General Servicing Matters). As such, Midland has been exclusively enfranchised to act as the
special servicer for the entire Fixed Rate Mortgage Loan and has the exclusive standing to
appear and be heard in these Chapter 11 Cases regarding such loan. Certificateholders, including
LNR Securities and Appaloosa, have not been granted any such position, rights or standing by
the contracts to which they are bound.
10. The Co-Lender Agreement expressly provides that [t]he [C6 and C7 Trusts] shall
jointly appoint the [Special Servicer] as their agent, and grant to the [Special Servicer] an
irrevocable power of attorney coupled with an interest, and their proxy, for the purpose of
exercising any and all rights and taking any and all actions available to the [Trusts] in
connection with any case by or against the Borrower under the Bankruptcy Code, including
the right to vote to accept or reject a plan, to make any election under Section 1111(b) of the
Bankruptcy Code with respect to the [Mortgage Loans] and to file a motion to modify the
automatic stay with respect to the [Mortgage Loans]. Co-Lender Agreement Section 3.01(d)
(emphasis supplied).
11. As set forth in the C6 Pooling & Servicing Agreement, Midland has the sole and
exclusive right to service and administer the Fixed Rate Mortgage Loan, subject to certain advice
and consent rights of the controlling class representatives under the C6 and C7 Trusts. See C6
Pooling & Servicing Agreement, Sections 3.01 (Administration of the Mortgage Loans) and 6.12
(Certain Matters Regarding the Serviced Loan Combinations). The C6 & C7 Trusts are the
creditors of the Debtors, and the C6 & C7 Trusts act with respect to the Fixed Rate Mortgage
Loan through the special servicer Midland. Certificateholders, like LNR Securities and
Appaloosa, are not creditors of the Debtors. Rather, they are investors in the C6 & C7 Trusts as
applicable, and have no standing to appear for the C6 & C7 Trusts in these Chapter 11 Cases,
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including to appear in these Chapter 11 Cases to challenge Midlands actions taken on behalf of
the C6 & C7 Trusts regarding the Bid Procedures Motion. The C6 Pooling & Servicing
Agreement provides that [n]o Certificateholder (except as expressly provided for herein) shall
have any right to vote or in any manner otherwise control the operation and management of
the Trust Fund, or the obligations of the parties hereto . . . . C6 Pooling & Servicing
Agreement, Section 11.03(b) (Limitation on Rights of Certificateholders) (emphasis supplied).
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12. The Co-Lender Agreement further provides that [i]n any case commenced by or
against the Borrower under the Bankruptcy Code or any similar provision thereof or any similar
federal or state statute (a Reorganization Proceeding), the [C6 and C7 Trusts] hereby agree to
grant the Special Servicer, subject to the Servicing Standard, the right to (i) file a proof of
claim in respect of the [C6 and C7 Trusts] claims against the Borrower; (ii) have the
exclusive right to exercise any voting rights in respect of the claims of the [C6 and C7 Trusts]
against the Borrower and (iii) otherwise represent the [C6 and C7 Trusts] in such
Reorganization Proceeding. Section 6.08 (Bankruptcy Matters) (emphasis supplied). No
provision in the Co-Lender Agreement or any other agreement empowers or grants
certificateholders any present standing, right or privity with the Debtors allowing them to appear
and to be heard separate and apart from the C6 & C7 Trusts in these Chapter 11 Cases.
13. Notwithstanding the defined advisory and consent rights granted to the Directing
Lender (defined therein as the lenders (i.e., C6 & C7 Trusts) acting jointly) in the Co-Lender
Agreement, no advice, direction or objection from or by the Directing Lender . . . may (and
the [Special] Servicer shall ignore and act without regard to any such advice, direction or
objection that the [Special] Servicer has determined, in its reasonable, good faith judgment,

10
A certificateholder in the C7 Trust is bound by a similar provision in the pooling and servicing
agreement for the C7 Trust. See Section 11.03(b) of the pooling and servicing agreement for the C7
Trust.
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will) require, cause or permit the [Special] Servicer to violate any provision of [the Co-Lender]
Agreement or the [Pooling &] Servicing Agreement (including the [Special] Servicers
obligation to act in accordance with the Servicing Standard), the Loan Documents or
applicable law . . . . Co-Lender Agreement, Section 3.02(b) (emphasis supplied). Neither LNR
Securities nor Appaloosa are the Directing Lender or are empowered to exercise the rights of
the Directing Lender for the Fixed Rate Mortgage Loan. Instead, Midland is empowered to act
with respect to the Fixed Rate Mortgage Loan consistent with its duties as special servicer of the
C6 Trust under the C6 Pooling & Servicing Agreement.
14. Nevertheless, under the C6 Pooling & Servicing Agreement, a certificateholder,
such as Appaloosa, with the support of 25% of the holders of Voting Rights (as defined in the C6
Pooling & Servicing Agreement), can obtain standing to appear and be heard in certain limited
circumstances, including where the special servicer is in default under the C6 Pooling &
Servicing Agreement. Likewise, to the extent there was a default by the special servicer under
the pooling and servicing agreement for the C7 Trust, LNR Securities or Appaloosa would have
to first comply with the applicable provisions of the pooling and servicing agreement for the C7
Trust before either could obtain standing. However, neither LNR Securities nor Appaloosa have
acted in accordance with the applicable provisions of the pooling and servicing agreements for
either the C6 Trust or the C7 Trust to obtain standing, and absent such compliance, they have no
authority or standing to be heard individually.
15. Section 11.03(c) of the C6 Pooling & Servicing Agreement, commonly
characterized as a no action clause, provides, in pertinent part:
No Certificateholder shall have any right by virtue of any provision of [the
Pooling & Servicing] Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to [the Pooling & Servicing]
Agreement or any Mortgage Loan, unless, with respect to any suit, action or
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proceeding upon or under or with respect to [the Pooling & Servicing]
Agreement, such Person previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and (except in the case of a
default by the Trustee) the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of [the Pooling & Servicing]
Agreement to affect, disturb or prejudice the rights of the Holders of any other of
such Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under [the Pooling & Servicing] Agreement, except
in the manner herein provided and for the equal, ratable and common benefit of
all Certificateholders . . . .

C6 Pooling & Servicing Agreement, Section 11.03 (Limitations on Rights of Certificateholders)
(emphasis supplied).
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16. Under the terms of the C6 Pooling & Servicing Agreement, a C6 certificateholder
does not have the right to institute any suit, action or proceeding under the C6 Pooling &
Servicing Agreement or relating to any mortgage loan unless (i) it first gives notice to the trustee
for the C6 Trust of the ongoing default and (ii) (except in the case of a default by the trustee for
the C6 Trust), C6 certificateholders entitled to vote 25% or more of the voting rights make
written request on the trustee of C6 Trust to institute such suit, action or proceeding in its own
name as trustee under the C6 Pooling & Servicing Agreement (and offer the trustee such
reasonable indemnity as it may require against costs, expenses and liabilities to be incurred) and

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See Section 11.03 of the pooling and servicing agreement for the C7 Trust for a similar provision.

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(except in the case of a default by the trustee of C6 Trust), for a period of 60 days after receipt of
such notice, the trustee of C6 Trust neglects or refuses to institute any such suit, action or
proceeding. See C6 Pooling & Servicing Agreement, Section 11.03(c).
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17. The reported ownership holdings for LNR Securities and Appaloosa fall well
short of the requisite 25% needed to trigger the applicable no action process under the pooling
and servicing agreements for either the C6 Trust or the C7 Trust, and neither party has made any
attempt to trigger such process. LNR Securities and Appaloosa cannot sidestep the mandatory
requirements of the applicable pooling and servicing agreement for either the C6 or the C7
Trusts and take action in these Chapter 11 Cases in contravention of the express provisions of the
pooling and servicing agreements. Simply stated, under the documents they bound themselves to
in making their investments, LNR Securities and Appaloosa have no standing as mere
certificateholders to appear and be heard in these Chapter 11 Cases with respect to the Fixed
Rate Mortgage Loan or to challenge Midlands actions with respect to the Bid Procedures
Motion.
II. THE CHAPTER 11 CASES
18. On July 19, 2010 (the Petition Date), each of the Debtors filed a petition under
chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code). The Debtors are
operating their businesses and managing their properties as debtors in possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code. On July 28, 2010, the United States Trustee
for the Southern District of New York appointed the official committee of unsecured creditors.

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Likewise, the pooling and servicing agreement for the C7 Trust contains a similar no action provision
that is applicable to the C7 certificateholders, including LNR Securities and Appaloosa. See Section
11.03(c) of the pooling and servicing agreement for the C7 Trust.

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19. On the Petition Date, the Debtors filed their Motion to Assume the Plan Support
Agreement (the PSA Approval Motion).
20. On August 23, 2010, a number of parties including Appaloosa filed objections to
the PSA Approval Motion (the Appaloosa PSA Objection).
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On August 27, 2010, the
Debtors filed an omnibus reply to objections to the PSA Approval Motion and argued, at that
time, that Appaloosa lacked standing to object to the PSA Approval Motion as a
certificateholder of CMBS debt and a de minimis holder of preferred shares.
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21. On September 1, 2010, the Bankruptcy Court denied the PSA Approval Motion
after a lengthy hearing.
22. On December 10, 2010, Midland and Five Mile, with Lehmans support, executed
a commitment letter whereby Five Mile agreed to provide equity capital for the restructuring of
the Debtors debt and equity through a plan of reorganization (the December 10 Commitment).
The December 10 Commitment represented a highly negotiated agreement between Midland and
Five Mile.
23. Thereafter, during December, the Debtors, Midland, Five Mile and Lehman
engaged in ongoing negotiations regarding the December 10 Commitment. See Bid Procedures
Motion at 25-33.
24. On December 23, 2010, the Debtors independent committee of the board of
directors and the board of directors as a whole determined in their business judgment that the
selection of the Stalking Horse Bid (as described in the Bid Procedures Motion) and the

13
Docket No. 279, filed by Appaloosa Investment L.P. I.
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Innkeepers USA Trust issued 8.0% Series C Cumulative Preferred Shares (the Preferred Shares) to
certain shareholders (the Preferred Shareholders). Docket No. 340 (unsealed at Docket No. 362) at 26-
28.
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processes described in the Bid Procedures Motion were in the best interests of the Debtors
estates. Id. at 42.
25. On January 14, 2011, the Debtors, Midland, Five Mile, and Lehman signed the
Commitment. Also on January 14, 2011, the Debtors filed the Bid Procedures Motion.
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ARGUMENT AND AUTHORITIES
I. APPALOOSA AND LNR SECURITIES HAVE NO STANDING AS
CERTIFICATEHOLDERS TO APPEAR AND BE HEARD REGARDING THE
BID PROCEDURES MOTION
26. As established by the express terms of the C6 Pooling & Servicing Agreement,
the Co-Lender Agreement, controlling Second Circuit precedent interpreting such agreements,
and statements made and positions taken by Appaloosa and LNR Securities, the requests of
Appaloosa and LNR Securities to be granted standing to be heard in connection with the Bid
Procedures Motion in their capacity as certificateholders must be denied.
A. Overview of Certificateholder Lack of Standing: LNR Securities and
Appaloosa are not Creditors of the Debtors and Have no Standing to Appear
and be Heard With Respect to the Fixed Rate Mortgage Loan. Midland as
Special Servicer has that Exclusive Right and Authority.
27. First and foremost, LNR Securities and Appaloosa, as certificateholders, are not
creditors of the Debtors estates, have no privity with the Debtors and have no right to standing
to be heard in the Chapter 11 Cases. Rather, the C6 and C7 Trusts are creditors of these estates
and the C6 and C7 Trusts act exclusively through Midland as special servicer of the Fixed Rate
Mortgage Loan.
28. As an essential part of making an investment in a CMBS vehicle, LNR Securities
and Appaloosa have empowered Midland, as special servicer of the C6 Trust, with the rights and
power to speak and act for the C6 & C7 Trusts with respect to the Fixed Rate Mortgage Loan.

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Docket No. 820.
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The C6 & C7 Trusts are creditors of the Debtors. Midland acts on behalf of the C6 & C7 Trusts
with respect to the Fixed Rate Mortgage Loan. LNR Securities and Appaloosa have no right to
seek to be a party in interest outside of the provisions of the agreements at the heart of the
investment vehicle the C6 Pooling & Servicing Agreement and Co-Lender Agreement.
29. Section 1109(b) of the Bankruptcy Code governs whether a party is a party in
interest enabling it to be heard with respect a particular issue in a bankruptcy case. See
generally 11 U.S.C. 1109(b). The real party in interest is the one who under the applicable
substantive law, has the legal right which is sought to be enforced or is the party entitled to bring
suit. In re Saint Vincents Catholic Med. Ctrs. of New York, 429 B.R. 139, 149 (Bankr.
S.D.N.Y. 2010) (quoting In re Comcoach Corp., 698 F.2d 571, 573 (2d Cir. 1983)). As CMBS
investors, LNR Securities and Appaloosa are neither owners of the Fixed Rate Mortgage Loan
nor owners of an interest therein. They own interests in the owners of the Fixed Rate Mortgage
Loan the C6 and C7 Trusts. Neither Appaloosa nor LNR Securities are the real parties in
interest. They cannot re-enfranchise or reinstate standing or other rights they ceded to the special
servicer in any manner that is inconsistent with the C6 Pooling & Servicing Agreement and the
Co-Lender Agreement.
30. Section 1109(b) of the Bankruptcy Code does not obviate the need to satisfy the
constitutional and prudential standing requirements that are essential parts of federal court
jurisdiction. In re Motors Liquidation Co., 430 B.R. 65, 92 (S.D.N.Y. 2010) (citing In re James
Wilson Assocs., 965 F.2d 160, 169 (7th Cir. 1992) for the proposition that section 1109 of the
Bankruptcy Code was never intended to circumvent standing requirements such as the
requirement that the claimant is within the class of intended beneficiaries of the statute that he is
relying on for his claim).
16
31. The Bankruptcy Code does not define party in interest. Courts in the Second
Circuit, when focused on this issue, have said that a party in interest is reserved to the debtor,
or one who is a creditor of the estate or is able to assert an equitable claim against the estate. In
re Martin Paint Stores, 199 B.R. 258, 264 (Bankr. S.D.N.Y. 1996) (internal citations omitted),
affd, S. Blvd., Inc. v. Martin Paint Stores, 207 B.R. 57, 61 (S.D.N.Y. 1997). Certificateholders
like LNR Securities and Appaloosa are none of the above. They have no more privity nor
relationship with the Debtors than a banks shareholder has in any loans made or otherwise held
by the bank.
32. The Second Circuit has noted that if bankruptcy courts are too lenient in granting
standing applications, the reorganization process can be overburdened by allowing numerous
parties to interject themselves into the case on every issue, thereby thwarting the goal of a speedy
and efficient reorganization. Krys v. v. Official Comm. of Unsecured Creditors (In re Refco,
Inc.), 505 F.3d 109, 118 (2d Cir. 2007) (quoting In re Ionosphere Clubs, Inc., 101 B.R. 844, 850
(Bankr. S.D.N.Y. 1989)).
33. Appaloosa and LNR Securities, in their capacity as certificateholders, are not
creditors of the Debtors, do not have privity with the Debtors, and have no standing under
applicable documents and no right to appear and be heard for the C6 & C7 Trusts in these
Chapter 11 Cases or to challenge Midlands actions with respect to the Fixed Rate Mortgage
Loan in connection with the Bid Procedures Motion.
B. The No Action Clause in the Applicable Pooling & Servicing
Agreements Bars Standing for Appaloosa and LNR Securities
and Precludes Them from Acting for the C6 & C7 Trusts, Acting
on Their Own Account or Challenging Midlands Conduct with
Respect to the Bid Procedures Motion

17
34. Neither LNR Securities nor Appaloosa cite any provision of the C6 Pooling &
Servicing Agreement, the Co-Lender Agreement or the pooling and servicing agreement for the
C7 Trust that would empower a certificateholder to act or appear in this Court for the C6 & C7
Trusts or to act on its own behalf based on its certificateholder status. There is simply no such
right to act with respect to ones own certificates. To the contrary, standing is vested (by
agreement) in Midland as the special servicer.
35. The C6 Pooling & Servicing Agreement expressly precludes Appaloosa and LNR
Securities from having standing in their capacity as certificateholders because Appaloosa and
LNR Securities cannot satisfy the strict requirements thereunder. Although both Appaloosa and
LNR Securities admit, as they must, that their respective rights as certificateholders are governed
by the terms of the C6 Pooling & Servicing Agreement, Co-Lender Agreement and the pooling
and servicing agreement for the C7 Trust, the Standing Motions seek to circumvent the constricts
of such agreements required of certificateholders before they can act outside of or for the C6 &
C7 Trusts.
36. Section 11.03(c) of the C6 Pooling & Servicing Agreement is commonly
characterized as a no action clause.
16
Appaloosa and LNR Securities have not and cannot
satisfy the conditions precedent to relief from the C6 Pooling & Servicing Agreements no action
clause. Even the Controlling Class Representative, which has specific, delineated rights
including advising Midland, may not act in contravention of the no action clause.
17


16
No action clauses are to be strictly construed. See, e.g., Continental Casualty Co. v. State of N.Y.
Mortgage Agency, 1998 WL 513054, at * 3 (S.D.N.Y. 1998) (citing Cruden v. Bank of N.Y., 957 F.2d
961, 968 (2d Cir. 1992); see also McMahan & Co. v. Wherehouse Entmt, Inc., 65 F.3d 1044, 1050 (2d
Cir. 1995) (noting that no action clauses are strictly construed . . . and have been enforced in a variety of
contexts in both federal and state courts). A similar provision is found in Section 11.03(c) of the pooling
and servicing agreement for the C7 Trust.
17
CRES Investment No. II is the Controlling Class Representative under the pooling and servicing
18
37. The Second Circuits rulings with respect to no action clauses are consistent with
other situations where a group of lenders vest sole authority to act in a single agent. See, e.g., In
re Chrysler LLC, 405 B.R. 84, 103 (Bankr. S.D.N.Y. 2009), affd, 576 F.3d 108 (2d Cir. 2009),
cert. dismissed 130 S.Ct. 41 (2009) (enforcing credit agreement provisions in which lenders
vested right to act in agent and noting [r]estricting enforcement to a single agent to engage in
unified action for the interests of a group of lenders, based upon a majority vote, avoids chaos
and prevents a single lender from being preferred over others); In re Metaldyne Corp., 409 B.R.
671, 677-78 (Bankr. S.D.N.Y. 2009).
38. Courts in the Second Circuit have repeatedly rejected the attempts of parties (like
certificateholders Appaloosa and LNR Securities) to act in contravention of no action clauses.
See, e.g., Teachers Ins. & Annuity Assn of Am. V. CRIIMI MAE Servs. Ltd. Pship, 681 F. Supp.
2d 501, 505-06 (S.D.N.Y. 2010) (examining the requirements of a no action clause in a pooling
and servicing agreement to determine whether they had been satisfied so that a certificateholder
could institute litigation in connection with such agreement); McMahan & Co. v. Wherehouse
Entmt, Inc., 65 F.3d at 1051 (In this case, plaintiffs failed to comply with the no action clause,
and as a result, the district court ruled that their state-law claims were barred.); see also Bank of
Am. N.A. v. PCV St. Owner LP, No. 10-civ-1178 (S.D.N.Y. April 20, 2010) (Docket No. 89)
18


agreement for the C7 Trust. As this Court is aware, Five Mile purchased a controlling interest in CRES
Investment No. II, LP. While LNR and Appaloosa allege that Five Miles dual roles as the putative
Controlling Class Representative and a party to the Commitment as being a conflict of interest, such
allegation has no bearing whatsoever on the Courts review of the Debtors exercise of business
judgment in connection with the Bid Procedures Motion. In any event, all certificateholders were put
on notice (prior to their investment) of the role of the Controlling Class Representative and that its
interests may be in conflict with the interests of other certificateholders. See C6 Prospectus Supplement
at S-48, attached hereto as Exhibit 5.
18
A copy of the brief filed by the special servicer opposing Appaloosas Intervention and the transcript
delineating the courts denial of Appaloosas intervention motion are attached hereto as Exhibit 6 and
Exhibit 7 respectively.
19
(denying Appaloosas motion to intervene in a foreclosure action pursued by a special servicer,
brought by Appaloosa in its capacity as a certificateholder of the trust at issue).
19

39. The primary purpose of, and the critical need for, enforcing, no action clauses is
obvious. No action clauses protect . . . against the exercise of poor judgment by a single
bondholder or a small group of bondholders, who might otherwise bring a suit against the issuer
that most bondholders would consider not to be in their collective interest. Rossdeutscher v.
Viacom, Inc., 768 A.2d 8, 22 (Del. 2001) (applying New York law); see also Friedman v.
Chesapeake & Ohio Ry. Co., 261 F. Supp. 728, 731 n.7 (S.D.N.Y. 1966), affd 395 F.2d 663 (2d
Cir. 1968) (If in a mortgage securing thousands of bonds every holder of a bond or bonds were
free to sue at will for himself and for others similarly situated, the resulting harassment and
litigation would not only be burdensome but intolerable.) (emphasis supplied).
40. Contrary to the arguments made in the LNR Standing Motion, LNR has clearly
and unequivocally rejected a certificateholders attempts to intervene in an action in which the
servicer is acting on behalf of the relevant trust as fatally flawed and legally unsustainable. See
generally Brief of Amici Curiarum LNR Partners, Inc. and American Capital, Ltd. In Support of
CWCapital Asset Management LLCs Opposition to Motion for Leave to Intervene a as Party-
Defendant Filed by Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbred Fund L.P.,
and Thoroughbred Master Ltd., Case No. 10-cv-01178 (AKH), Doc. No. 71 (S.D.N.Y.), March
3, 2010 (the LNR Amici).
20
A copy of LNR Amici is annexed hereto as Exhibit 8.

19
It should be noted that in these Chapter 11 Cases Appaloosa previously all but conceded in its objection
to the Debtors assumption of the Plan Support Agreement with Lehman (the Appaloosa PSA
Objection) that it does not have standing as a certificateholder. Docket No. 279 at 7 (While this
interest [as a Certificateholder] is not direct and, in and of itself, arguably might not afford Appaloosa
standing . . . .).
20
Appaloosa likewise would be well aware of LNRs position and the applicable law given that the court
denied Appaloosas attempt to intervene in the same way the Court should do so here.
20
41. In the LNR Amici, LNR correctly and convincingly argues (against the same
Appaloosa entities that are certificateholders and movants in this case) intervention would
allow certificateholders to ignore no-action clauses by which they are contractually bound,
to the detriment of other certificateholders. LNR Amici at p. 8. LNR argues further that
Individual certificateholders such as Appaloosa have no contractual right to seek to
challenge or override the actions of a CMBS special servicer or to second guess
through intervention the special servicers exercise of remedies . . . . Nor should an
individual certificateholder such as Appaloosa be permitted to intervene . . . when all
certificateholders, including those with rights of consultation, have delegated the
power to exercise remedies to the special servicer. Allowing Appaloosa to intervene in
this action would spawn satellite litigation that will clog the courts and impair
recoveries to CMBS bondholders.

Id. at p. 10.
42. LNR Securities current position is diametrically opposed to what LNR wrote in
the LNR Amici and voluntarily submitted to the court where no filing was compelled. LNR and
its affiliate, LNR Securities, have charged full bore into their own box canyon trap from which
there is no escape. LNR Securities has no standing as a certificateholder to appear, be heard, and
advance its own agenda with respect to the Bid Procedures Motion in these Chapter 11 Cases.
C. Because They Have Not Satisfied the Conditions Precedent to Action Under
the Applicable No Action Clauses under the Pooling and Servicing
Agreements for Either the C6 or the C7 Trusts as applicable, Appaloosa and
LNR Securities Do Not Have Standing as Certificateholders to act in any
Capacity to Object to the Bid Procedures Motion

43. The Second Circuit has soundly rejected the standing arguments made by
Appaloosa and LNR Securities in the Standing Motions. In In re Refco, the Second Circuit
addressed whether investors in a non-debtor investment vehicle could be considered parties in
interest entitled to standing under section 1109(b) of the Bankruptcy Code. 505 F.3d 109. In
affirming the lower courts denial of standing and holding that the investment vehicle, and not
the investors, was the proper party in interest, the Second Circuit opined:
21
Bankruptcy Courts are primarily courts of equity, but they are not empowered to address
any equitable claim tangentially related to the bankruptcy proceeding. Bankruptcy court
is a forum where creditors and debtors can settle their disputes with each other. Any
internal dispute between a creditor and that creditors investors belongs elsewhere.

Id. at 118 (emphasis supplied).
44. The issue that will be before this Court at the hearing on the Bid Procedures
Motion is whether the Bid Procedures Motion should be granted. What will not be before the
Court when considering the Debtors business judgment with respect to the Bid Procedures
Motion is how Midland is performing its role as special servicer. Empowering certificateholders
to circumvent the special servicer and to use bankruptcy courts to attack how individual loans,
owned by investment vehicles are administered and serviced, would contravene the purpose of
section 1109(b) of the Bankruptcy Code. Opening the doors to a disparate slate of views (each
arguing that it should be heard) would wreak havoc on debtors ability to negotiate with their
creditors and much of the limited court time would be consumed with intramural squabbles.
21

45. Neither LNR Securities nor Appaloosa cite any authority for the proposition that
they should have independent standing to be heard on the Bid Procedures Motion in lieu of
Midland (or independent of other certificateholders). Instead, both Appaloosa and LNR
Securities incorrectly point to a remand opinion in the In re Extended Stay Inc. case. Appaloosa
Motion at p. 16; LNR Motion at 18. In In re Extended Stay Inc., one certificateholder (Five
Mile Capital) had sued other certificateholders (Cerberus, Centerbridge and GEM) for
negotiating restructuring terms in a manner that Five Mile Capital believed violated the

21
In considering Appaloosas and LNR Securities arguments, the Court should consider the impact of
opening the door for other certificateholders to appear in these and other cases. A court could easily hear
from certificateholders with diametrically opposed objectives that would also be at odds with the strategy
pursued by the special servicer. In cases with multiple CMBS financings, that court could devote more
time and resources to resolving the intramural disputes within each CMBS investment vehicle than it
would in resolving disputes between the debtor and its creditors.
22
prohibition against one certificateholder negotiating a better deal for itself vis--vis the other
certificateholders. 418 B.R. 49 (Bankr. S.D.N.Y. 2009), affd, 435 B.R. 139 (S.D.N.Y. 2010).
The Court denied remand of the action because it held that restricting a certificateholders
negotiations with the debtors was an inherently core matter over which it had jurisdiction. 435
B.R. at 146 (Five Miles efforts to prevent the Debtors from pursuing ongoing post-filing
negotiations in their reorganization proceeding clearly implicate the core bankruptcy function of
estate administration, particularly plan formulation.). Therefore, the Courts holding in
Extended Stay that an attempt to restrict the debtors ability to negotiate with a certificateholder
is a core matter has no relevance to the issue at hand.
22

46. The Court in In re Extended Stay never addressed the issue of whether a mere
certificateholder has standing to challenge the actions of the special servicer in the Bankruptcy

22
The excerpts of the transcripts from In re Extended Stay Inc. likewise do not support LNR Securities
point. See, e.g., LNR Motion at 18. First, as correctly pointed out by LNR Securities itself, the Court
was never addressing whether certificateholders had standing in the context of a cash collateral dispute or
otherwise. LNR Motion at p. 9, fn. 6. Second, because the special servicer in In re Extended Stay was
not appointed until the petition date, concerned certificateholders expressed concern over objectionable
relief included in the Debtors first day motion for interim cash collateral. See Objection of Five Mile
Capital II SPE ESH LLC to Debtors Motion for Order (A)(i) Authorizing Use of Cash Collateral, (ii)
Granting Adequate Protection and (iii) Modifying the Automatic Stay, and (B) Scheduling a Final
Hearing Pursuant to Bankruptcy Rule 4001, Case No. 09-13764 (Docket No. 27).
No certificate holder of the Trust, whether FMC or an ad hoc mortgage lender group, has legal
standing in these proceedings, as the trustee of the Trust, acting through its newly appointed
special servicer, is as a matter of law the sole party in interest and the only creditor with standing
and the right to be heard on behalf of the Trust and its certificate holders.
Nevertheless, in view of commencement of these cases just today, and the scheduling of a hearing
on the Motion a mere 24 hours or so later, with minimal notice, if any, to creditors and little time
for the trustee or its special servicer to prepare, and little time for any of the certificate holders to
confer with the trustee or its newly appointed special servicer and to discuss the myriad of issues
raised by the Motion, FMC is reluctantly compelled to seek by this objection a limited right to be
heard at this point in the proceedings, until such time as the special servicer has qualified,
retained counsel and is in a position to fully and adequately represent the interests of the
certificate holders. By submitting this objection, FMC does not any way concede that the
certificate holders themselves have any standing herein.
23
Court. If that Court had instead dealt with a dispute between a certificateholder and special
servicer, the case might have been more instructive. But that was not the issue before the court.
II ANY STANDING THAT APPALOOSA AND LNR MAY HAVE IN ANY
CAPACITY OTHER THAN CERTIFICATEHOLDER SHOULD BE LIMITED
TO ISSUES THAT AFFECT SUCH INTERESTS

47. While Appaloosa and LNR Securities cannot be granted standing to be heard with
respect to the Bid Procedures Motion in their capacity as certificateholders, the Standing Motions
may have merit to the extent Appaloosa and LNR are proper parties in interest within the
meaning of section 1109(b) of the Bankruptcy Code in other capacities. For instance, in its
Standing Motion, Appaloosa asserts standing as a Preferred Shareholder.
23
If the Court finds its
ownership of Preferred Shares provides Appaloosa with standing, such standing should be
restricted to issues that affect Appaloosas interests as a Preferred Shareholder only.
24
The term
party in interest is broadly interpreted but not infinitely expansive. See S. Blvd., Inc. v. Martin
Paint Stores, 207 B.R. 57, 61 (S.D.N.Y. 1997) (citing 7 COLLIER ON BANKRUPTCY 1109.03
(Lawrence P. King, ed., 15
th
ed. rev.)).
48. A number of courts have limited standing under section 1109(b) of the
Bankruptcy Code to a party (i) with a legally protected interest affected by the bankruptcy
proceeding in question, and (ii) that demonstrates that it is a beneficiary of the bankruptcy

23
The Debtors have noted that Appaloosa bought the 25 preferred shares on the Petition Date for
approximately $11.25, presumably to manufacture standing in the Chapter 11 Cases. See Debtors
Omnibus Reply in Support of Debtors Motion for an Order (A) Authorizing the Debtors to Assume the
Plan Support Agreement and (B) Granting Further Relief and Response to Objections Thereto (Docket
No. 362, at p. 26. Appaloosa now represents that it holds 100 Preferred Shares, though it has failed to file
a Rule 2019 statement with the information underlying such ownership. See Appaloosa Motion at p. 2.
24
It should be noted that Appaloosa also is a participant in the DIP Loan provided by Five Mile in the
Chapter 11 Cases (the Five Mile DIP). Under the Stalking Horse Bid, the Five Mile DIP will be paid in
full. In fact, the procedures embodied in the Bid Procedures Motion all but ensure that the Five Mile DIP
will be satisfied in an expeditious fashion. It is unclear to Midland what Appaloosa could possibly
complain about in its capacity as a DIP lender.
24
provision being invoked. In re Martin Paint Stores, 199 B.R. 258, 263 (Bankr. S.D.N.Y. 1996)
(citing, among other cases, In re Caldor, Inc., 193 B.R. 182, 186 (Bankr. S.D.N.Y. 1996)); see
also In re Quigley Co., Inc., 391 B.R. 695, 703-06 (Bankr. S.D.N.Y. 2008) (holding that
insurers standing to object to plan was limited to the plan provisions that directly affected their
interests); In re Saint Vincents Catholic Med. Ctrs. of New York, 429 B.R. 139, 150 (Bankr.
S.D.N.Y. 2010) (The Court construes Metro North State Bank, discussed herein, to mean that,
when Bankruptcy Code 1109(b) and Fed. R. Bankr. P. 2018(a) are read together, the long list
of interested parties set out in 1109 does not guarantee a party on that list the right to object to
every motion; rather the party must be directly interested in the motion at hand. Otherwise, the
party needs the Courts permission to intervene [before it may be heard].).
49. Appaloosa cannot use its limited standing as a Preferred Shareholder or as a DIP
Lender to complain about the actions of Midland and other non-Debtor parties in connection
with the Bid Procedures Motion. Likewise, LNR cannot use standing as a special servicer for
trusts that hold secured mortgage claims in other collateral owned by various Debtors to
complain about Midlands servicing of the Fixed Rate Mortgage Loan in connection with the Bid
Procedures Motion. Appaloosa and LNR should be confined to voicing concerns in the context
of the Bankruptcy Code provisions and bankruptcy issues that directly affect interests where they
have standing. See, e.g., In re Refco, 505 F.3d at 113, 119 (noting, in denying standing to
investors in the debtors creditor to challenge a settlement between the estate and the creditor, the
bankruptcy court found that the only relevant inquiry in bankruptcy court is whether the debtor
acted in good faith to ensure that the [s]ettlement is favorable to the estate, and not to ensure
that the creditors representatives are honoring their fiduciary duties) (emphasis supplied); S.
Blvd., Inc. v. Martin Paint Stores, 207 B.R. 57, 61 (S.D.N.Y. 1997) (holding that while a creditor
25
of a debtors creditor may be concerned about a bankruptcy proceedings effect on that creditors
assets, it is not a party in interest under the Second Circuits view of section 1109 because its
legal rights and interests can only be asserted against the debtors creditor, not against the
debtor).
50. During this case, LNR and Midland have had a consistent voice concerning any
attempt by the Debtors through the cash collateral order or otherwise to effect a substantive
consolidation of these Bankruptcy Cases. LNR, as special servicer for its hotels, filed an
objection to the Debtors motion for the use of cash collateral arguing that certain of the
proposed provisions in the cash collateral order would constitute a substantive consolidation of
the Debtors estates (i.e., consolidation of the estates in which LNR is a special servicer with the
estates for the Debtors under the Fixed Rate Mortgage Loan).
25
As an objecting party, LNR,
along with Midland, was successful in obtaining language in the Final Order that [f]or the
avoidance of doubt, nothing contained in this Order shall constitute a substantive consolidation
of the Debtors estates.
26
Any argument by LNR that it now has a right (in its capacity as the
special servicer on secured mortgage loans for five (5) hotel properties owned by five (5)
different Debtors) to object to Midlands actions with respect to the Fixed Rate Mortgage Loan

25
See Objection of Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1
and U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial
Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 to Debtors
Motion for the Entry of a Final Order (A) Authorizing the Debtors to (I) Use the Adequate Protection
Parties Cash Collateral and (II) Provide Adequate Protection to the Adequate Protection Parties
Pursuant to 11 U.S.C. 361, 362, and 363, and (B) To the Extent Approved in the Final Order,
Granting Senior Secured, Priming Liens on Certain Postpetition Intercompany Claims, and (C) To the
Extent Approved in the Final Order, Granting Administrative Priority Status to Certain Postpetition
Intercompany Claims and Joinder to the Objection of Midland Loan Services, Inc. [Docket No. 255] at p.
11, 16.

26
See Final Order Authorizing the Debtors to (i) Use the Adequate Protection Parties Cash Collateral
and (ii) Provide Adequate Protection to the Adequate Protection Parties Pursuant to 11 U.S.C. 361,
362, and 363 entered on September 2, 2010 [Docket Entry #402] at p. 30, fn. 3.

26
would turn LNRs consistent position with respect to substantive consolidation on its head. The
Court has not ordered substantive consolidation of the Debtors estates, and as such, LNRs
concerns with respect to the Bid Procedures Motion must be limited to Debtors with loans upon
the hotel properties in which it is a special servicer and has an economic interest.
III APPALOOSA AND LNR SECURITIES REQUESTS FOR INTERVENTION IN
THE BANKRUPTCY CASES IS INAPPROPRIATE AND SHOULD BE DENIED

51. Implicitly acknowledging that the C6 Pooling & Servicing Agreements no action
clause, the Co-Lender Agreement, the controlling authority in the Second Circuit and
Appaloosas and LNR Securities own conduct dictate that they do not have standing to object to
the Bid Procedures Motion in their capacity as certificateholders, Appaloosa,
27
and LNR
Securities argue nonetheless that they should be permitted to intervene in the Chapter 11 Cases
pursuant to Bankruptcy Rule 2018. See LNR Motion at 20-22.
52. To intervene, a party must have a direct and non-contingent claim. As set forth
in the district courts decision in Bank of Am. N.A. v. PCV St. Owner LP, No. 10-civ-1178
(S.D.N.Y. April 20, 2010), a certificateholder does not have direct, substantial and legally
protectable interests with respect to the Bid Procedures Motion. See Ex. 7 at p. 36, 19:23.
Instead, a certificateholders interest is indirect and is contingent upon the occurrence of a
sequence of events, namely the negligence or failure of the trustee acting for all of the groups,
and it is not the business of this lawsuit. Id. at p. 36, 24:25-37, 1:2.
53. As stated in the LNR Motion, a party seeking to intervene under Bankruptcy Rule
2018 must show cause. In re Ionosphere Clubs, Inc., 101 B.R. 844, 849-53 (Bankr. S.D.N.Y.
1989). While cause can be characterized as an economic or similar interest, permissive

27
While Appaloosa has yet to argue that they should be permitted to intervene in the Chapter 11 Cases
pursuant to Bankruptcy Rule 2018, they have expressly reserved their rights to do so. Appaloosa Motion
at p. 3, fn. 2.
27
intervention is limited and should not be given if (1) the intervenors interests are already
adequately represented and (2) intervention would result in undue delay or prejudice to the
original parties. Id. at 853 (internal citations omitted); see also In re Pub. Serv. Co. of New
Hampshire, 88 B.R. 546, 554 (Bankr. D.N.H. 1988) (. . . it is equally important that the court
take care not to be so liberal in granting such applications as to over-burden the reorganization
process by allowing numerous parties to interject themselves into the case on every issue, to the
extent that the goal of a speedy and efficient reorganization is hampered.). Before permissive
intervention is considered, the Court should consider the likelihood that other certificateholders
would seek to intervene as well to assert their individual interests. This Courts resources should
not be devoted to resolving disputes within a non-debtor CMBS investment vehicle.
54. Appaloosa, LNR Securities and LNR have failed to satisfy the cause criteria for
intervening. Appaloosa and LNR have expressly agreed that Midland shall have the exclusive
right to act on behalf of the C6 & C7 Trusts with respect to the Fixed Rate Mortgage Loan. In
that context, Midland acts on behalf of all certificateholders. See supra at 7-10. The fact that
Appaloosa and LNR Securities may not like Midlands actions does not mean that they are not
adequately represented. Moreover, allowing Appaloosa and LNR to conduct discovery, file
pleadings, etc., as well as opening the door for every minority certificateholder to come forward,
asserting a myriad of disparate positions, would wreak havoc and prejudice the Debtors and
creditors to the point that the reorganizations would be near impossible.
55. Appaloosa and LNR Securities should not be able to use intervention under
Bankruptcy Rule 2018(a) to circumvent the strictures of section 1109(b) of the Bankruptcy Code.
In the case of In re Refco Inc., Judge Drain held that the investors in a non-debtor entity are not
parties in interest and may not intervene to object to a deal that they believe is entered into
28
improvidently or improperly by the entity in which they hold interests. See generally Masonic
Hall & Asylum Fund v. Official Committee of Unsecured Creditors (In re Refco Inc.), 2006 U.S.
Dist. LEXIS 85691 (S.D.N.Y. 2006) (describing Judge Drains decision on appeal). In that case,
an entitys investors objected to that entity settling a preference action against it. Id. at *3. The
investors complained that the entity simply threw the fight in order to protect its own insiders,
and others, from scrutiny and legal exposure and that the entitys investment advisor had an
incestuous relationship with the debtor leading to a worse-than-losing settlement. Id. at *4.
The investors argued that they had standing to object to the settlement as parties in interest, or in
alternative, that they should be allowed to intervene. Id. at *5. In rejecting both of these
arguments, Judge Drain explained:
[T]he objections . . . all object on the basis that they believe that the entities in which they
hold interests . . . have improvidently or improperly entered into it . . . I believe that those
objectors do not have standing to be heard on those objections . . . because . . . they were
not directly affected by this settlement, but are affected only through their ownership or
debtor/creditor interests in the nondebtor settling parties. Consequently, I should not in
fact, I may not review the fairness of the settlement as to them.
Id. at *8 (quoting from the bankruptcy court transcript). On appeal, the district court held that
the bankruptcy court properly determined that the investors did not have standing to object and
that the bankruptcy court properly rejected the request to intervene. Id. at *17-19. This ruling
was affirmed again on further appeal to the Second Circuit Court of Appeals. See Krys. v.
Official Comm. of Unsecured Creditors (In re Refco, Inc.), 505 F.3d 109, 119 n.13 (2d Cir. 2007)
(rejecting the non party in interests attempt to intervene under Bankruptcy Rule 2018 and
stressing that [i]ntervenor status, no less than party-in-interest status, would permit investors to
take a stand . . . requiring the debtor to negotiate with two faces of the same entity).
56. In the same vein, the attempts of Appaloosa and LNR Securities as
certificateholders to intervene with respect to the Bid Procedures Motion must be rejected.
29
LOCAL RULE 9013-1(a)

57. This pleading includes citations to the applicable rules and statutory authorities
upon which the objections contained herein are predicated and a discussion of their application to
this pleading. Accordingly, Midland submits that this pleading satisfies Local Bankruptcy Rule
9013-1(a).
CONCLUSION
WHEREFORE, Midland respectfully requests that this Court enter an Order: (i) denying
the Standing Motions as they relate to Appaloosa and LNR Securities as certificateholders in the
C6 and/or C7 Trusts as applicable; (ii) limiting and restricting any standing conferred upon
Appaloosa and/or LNR in other capacities as described herein; (iii) denying any motion to
intervene filed by LNR Securities or Appaloosa; and (iv) granting such other relief as is
necessary or appropriate.



Dated: February 1, 2011
New York, New York

HAYNES AND BOONE, LLP


/s/ John D. Penn
Lenard M. Parkins (NY Bar #4579124)
John D. Penn, Esq. (NY Bar # 4847208)
Mark Elmore (admitted pro hac vice)
Jonathan Hook (NY Bar # 4187449)
1221 Avenue of the Americas, 26th Floor
New York, NY 10020-1007
Telephone No.: (212) 659-7300
Facsimile No.: (212) 884-8211

ATTORNEYS FOR MIDLAND
LOAN SERVICES, a division of PNC Bank, N.A.
[TPW: NYLEGAL:707059.11] 20995-00020 10/02/2007 05:00 PM


STRUCTURED ASSET SECURITIES CORPORATION II,
Depositor
and
WACHOVIA BANK, NATIONAL ASSOCIATION
as Master Servicer
and
MIDLAND LOAN SERVICES, INC.,
as Special Servicer
and
LASALLE BANK NATIONAL ASSOCIATION,
as Trustee

POOLING AND SERVICING AGREEMENT
Dated as of August 13, 2007
______________________________
$2,978,936,714
LB-UBS Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass-Through Certificates,
Series 2007-C6






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TABLE OF CONTENTS
Page
ARTICLE I

DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES; CERTAIN ADJUSTMENTS TO THE
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
SECTION 1.01. Defined Terms. ........................................................................................................7
SECTION 1.02. General Interpretive Principles. ...........................................................................117
SECTION 1.03. Certain Adjustments to the Principal Distributions on the Certificates. ..............117
SECTION 1.04. Calculation of LIBOR..........................................................................................120
ARTICLE II

CONVEYANCE OF TRUST MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Creation of Trust; Conveyance of Trust Mortgage Loans. ..................................121
SECTION 2.02. Acceptance of Trust Fund by Trustee. .................................................................125
SECTION 2.03. Repurchase of Trust Mortgage Loans for Document Defects and Breaches
of Representations and Warranties. ..................................................................127
SECTION 2.04. Representations, Warranties and Covenants of the Depositor.............................139
SECTION 2.05. Acceptance of Grantor Trust Assets by Trustee; Issuance of the Class V
Certificates and the Floating Rate Certificates. ................................................141
SECTION 2.06. Acceptance of Loan REMICs by Trustee; Execution, Authentication and
Delivery of Class R-LR Certificates; Creation of Loan REMIC Regular
Interests. ............................................................................................................142
SECTION 2.07. Conveyance of Loan REMIC Regular Interests. .................................................142
SECTION 2.08. Execution, Authentication and Delivery of Class R-I Certificates; Creation
of REMIC I Regular Interests. ..........................................................................142
SECTION 2.09. Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
Trustee...............................................................................................................143
SECTION 2.10. Execution, Authentication and Delivery of Class R-II Certificates;
Creation of REMIC II Regular Interests. ..........................................................143
SECTION 2.11. Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
Trustee...............................................................................................................143
SECTION 2.12. Execution, Authentication and Delivery of REMIC III Certificates. ..................144
SECTION 2.13. Acceptance of Loss of Value Reserve Fund by Trustee. .....................................144
ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Administration of the Mortgage Loans................................................................145
SECTION 3.02. Collection of Mortgage Loan Payments. .............................................................148



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SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing Accounts;
Reserve Accounts..............................................................................................151
SECTION 3.04. Pool Custodial Account, Defeasance Deposit Account, Collection
Account, Interest Reserve Account, Excess Liquidation Proceeds
Account, Loss of Value Reserve Fund, Floating Rate Accounts and
Swap Collateral Accounts.................................................................................153
SECTION 3.05. Permitted Withdrawals From the Pool Custodial Account, the Collection
Account, the Interest Reserve Account and the Excess Liquidation
Proceeds Account..............................................................................................163
SECTION 3.06. Investment of Funds in the Collection Account, the Servicing Accounts,
the Reserve Accounts, the Defeasance Deposit Account, the Custodial
Accounts, the REO Accounts, the Interest Reserve Account, the Excess
Liquidation Proceeds Account and the Floating Rate Accounts. .....................181
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and Fidelity
Coverage; Environmental Insurance.................................................................183
SECTION 3.08. Enforcement of Alienation Clauses. ....................................................................188
SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required Appraisals;
Appraisal Reduction Calculation. .....................................................................194
SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage Files........................199
SECTION 3.11. Servicing Compensation; Payment of Expenses; Certain Matters
Regarding Servicing Advances.........................................................................201
SECTION 3.12. Property Inspections; Collection of Financial Statements; Delivery of
Certain Reports. ................................................................................................208
SECTION 3.13. Annual Statement as to Compliance. ...................................................................213
SECTION 3.14. Reports on Assessment of Compliance with Servicing Criteria; Registered
Public Accounting Firm Attestation Reports. ...................................................215
SECTION 3.15. Access to Certain Information. ............................................................................218
SECTION 3.16. Title to REO Property; REO Accounts. ...............................................................220
SECTION 3.17. Management of REO Property.............................................................................222
SECTION 3.18. Sale of Trust Mortgage Loans and Administered REO Properties......................225
SECTION 3.19. Additional Obligations of the Master Servicer and Special Servicer;
Obligations to Notify Ground Lessors and Hospitality Franchisors; the
Special Servicers Right to Request the Master Servicer to Make
Servicing Advance. ...........................................................................................230
SECTION 3.20. Modifications, Waivers, Amendments and Consents; Defeasance. ....................234
SECTION 3.21. Transfer of Servicing Between Master Servicer and Special Servicer;
Record Keeping. ...............................................................................................246
SECTION 3.22. Sub-Servicing Agreements. .................................................................................247
SECTION 3.23. Representations and Warranties of the Master Servicer. .....................................251
SECTION 3.24. Representations and Warranties of the Special Servicer. ....................................252
SECTION 3.25. Certain Matters Regarding the Purchase of the Trust Mortgage Loan in a
Loan Combination. ...........................................................................................254
SECTION 3.26. Application of Default Charges. ..........................................................................254
SECTION 3.27. Certain Matters Regarding Serviced Loan Combinations. ..................................258
SECTION 3.28. Deliveries in Connection with Securitization of a Serviced Non-Trust
Mortgage Loan..................................................................................................260
SECTION 3.29. The Swap Agreements. ........................................................................................260



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ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; REPORTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.........................................................................................................264
SECTION 4.02. Statements to Certificateholders and Others........................................................275
SECTION 4.03. P&I Advances With Respect to the Mortgage Pool.............................................284
SECTION 4.04. Allocations of Realized Losses and Additional Trust Fund Expenses ................290
SECTION 4.05. Various Reinstatement Amounts. ........................................................................292
SECTION 4.06. Calculations..........................................................................................................294
ARTICLE V

THE CERTIFICATES
SECTION 5.01. The Certificates. ...................................................................................................295
SECTION 5.02. Registration of Transfer and Exchange of Certificates........................................295
SECTION 5.03. Book-Entry Certificates. ......................................................................................303
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates. ..............................................305
SECTION 5.05. Persons Deemed Owners. ....................................................................................305
ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01. Liability of Depositor, Master Servicer and Special Servicer. ............................306
SECTION 6.02. Continued Qualification and Compliance of Master Servicer; Merger,
Consolidation or Conversion of Depositor, Master Servicer or Special
Servicer. ............................................................................................................306
SECTION 6.03. Limitation on Liability of Depositor, Master Servicer and Special
Servicer. ............................................................................................................307
SECTION 6.04. Resignation of Master Servicer and the Special Servicer. ...................................308
SECTION 6.05. Rights of Depositor, Trustee and Serviced Non-Trust Mortgage Loan
Noteholders in Respect of the Master Servicer and the Special Servicer.........309
SECTION 6.06. Depositor, Master Servicer and Special Servicer to Cooperate with
Trustee...............................................................................................................309
SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate with Master
Servicer. ............................................................................................................309
SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with Special
Servicer. ............................................................................................................310
SECTION 6.09. Designation of Special Servicer and Controlling Class Representative;
Replacement of Special Servicer by the Controlling Class and Others............310
SECTION 6.10. Master Servicer or Special Servicer as Owner of a Certificate. ..........................314
SECTION 6.11. Certain Powers of the Controlling Class Representative. ....................................315
SECTION 6.12. Certain Matters Regarding the Serviced Loan Combinations. ............................318



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ARTICLE VII

DEFAULT
SECTION 7.01. Events of Default and Outside Servicer Defaults. ...............................................323
SECTION 7.02. Trustee to Act; Appointment of Successor. .........................................................331
SECTION 7.03. Notification to Certificateholders and Others. .....................................................332
SECTION 7.04. Waiver of Events of Default and Outside Servicer Defaults. ..............................333
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default or Outside
Servicer Default. ...............................................................................................333
ARTICLE VIII

CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee..................................................................................................335
SECTION 8.02. Certain Matters Affecting Trustee. ......................................................................336
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or Sufficiency of
Certificates or Mortgage Loans. .......................................................................337
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates. ................................................337
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of and by Trustee. ....................338
SECTION 8.06. Eligibility Requirements for Trustee. ..................................................................339
SECTION 8.07. Resignation and Removal of Trustee. ..................................................................339
SECTION 8.08. Successor Trustee.................................................................................................341
SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.........................................342
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee. ................................................342
SECTION 8.11. Appointment of Custodians. ................................................................................343
SECTION 8.12. Appointment of Authenticating Agents. ..............................................................344
SECTION 8.13. Appointment of Tax Administrators. ...................................................................344
SECTION 8.14. Access to Certain Information. ............................................................................345
SECTION 8.15. Reports to the Securities and Exchange Commission and Related Reports. .......347
SECTION 8.16. Representations and Warranties of Trustee. ........................................................357
SECTION 8.17. Appointment of a Fiscal Agent. ...........................................................................359
SECTION 8.18. Representations and Warranties of Fiscal Agent. ................................................360
ARTICLE IX

TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Trust Mortgage
Loans.................................................................................................................362
SECTION 9.02. Additional Termination Requirements. ...............................................................365
SECTION 9.03. Outside Administered REO Properties. ...............................................................366



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ARTICLE X

ADDITIONAL TAX PROVISIONS
SECTION 10.01. REMIC Administration........................................................................................367
SECTION 10.02. Grantor Trust Administration. .............................................................................370
ARTICLE XI

MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment..........................................................................................................373
SECTION 11.02. Recordation of Agreement; Counterparts. ...........................................................375
SECTION 11.03. Limitation on Rights of Certificateholders. .........................................................375
SECTION 11.04. Governing Law; Consent to Jurisdiction. ............................................................376
SECTION 11.05. Notices. ................................................................................................................377
SECTION 11.06. Severability of Provisions. ...................................................................................377
SECTION 11.07. Grant of a Security Interest. .................................................................................378
SECTION 11.08. Streit Act. .............................................................................................................378
SECTION 11.09. Successors and Assigns; Beneficiaries. ...............................................................379
SECTION 11.10. Article and Section Headings...............................................................................379
SECTION 11.11. Notices to Rating Agencies..................................................................................379
SECTION 11.12. Complete Agreement. ..........................................................................................381




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SCHEDULES AND EXHIBITS
Schedule No. Schedule Description
I Trust Mortgage Loan Schedule
II Representations and Warranties of the Depositor
III Exceptions to the Representations and Warranties of the Depositor
IV Schedule of Environmentally Insured Mortgage Loans
V Schedule of Initial Deposit Mortgage Loans
VI Schedule of Mortgage Loans Secured by a Hospitality Property or Nursing Facility
VII Schedule of Early Defeasance Mortgage Loans
VIII Schedule of Additional Mortgage Loan Origination Documents
IX Schedule of Additional Section 2.03 Documents
X [RESERVED]
XI Schedule of Class A-AB Planned Principal Balances
XII Schedule of Significant Obligor Financial Statement Recipients

Exhibit No. Exhibit Description
A-1 Form of Class [A-1] [A-2] [A-3] [A-AB] [A-4] [A-1A] Certificate
A-2 Form of Class X Certificate
A-3 Form of Class [A-M] [A-J] [B] [C] [D] [E] [F] Certificate
A-4 Form of Class [A-2FL] [A-MFL] [G] [H] [J] [K] [L] [M] [N] [P] [Q] [S] [T] Certificate
A-5 Form of Class [R-I] [R-II] [R-III] [R-LR] Certificate
A-6 Form of Class V Certificate
B Form of Distribution Date Statement
C Form of Custodial Certification
D-1 Form of Master Servicer Request for Release
D-2 Form of Special Servicer Request for Release
E Form of Loan Payoff Notification Report
F-1 Form of Transferor Certificate for Transfers of Definitive Non-Registered Certificates
F-2A Form I of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
F-2B Form II of Transferee Certificate for Transfers of Definitive Non-Registered Certificates
F-2C Form of Transferee Certificate for Transfers of Interests in Rule 144A Global Certificates
F-2D Form of Transferee Certificate for Transfers of Interests in Regulation S Global
Certificates
G-1 Form I of Transferee Certificate in Connection with ERISA (Definitive Non-Registered
Certificates)
G-2 Form II of Transferee Certificate in Connection with ERISA (Book-Entry Non-Registered
Certificates)
H-1 Form of Transfer Affidavit and Agreement regarding Residual Interest Certificates
H-2 Form of Transferor Certificate regarding Residual Interest Certificates
I-1 Form of Notice and Acknowledgment
I-2 Form of Acknowledgment of Proposed Special Servicer
J Form of UCC-1 Financing Statement Schedule
K Sub-Servicers in respect of which Sub-Servicing Agreements are in effect or being
negotiated as of the Closing Date
L-1 Form of Information Request/Investor Certification for Website Access from Certificate
[Holder] [Owner]



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Exhibit No. Exhibit Description
L-2 Form of Information Request/Investor Certification for Website Access from Prospective
Investor
M Form of Defeasance Certification
N Form of Seller/Depositor Notification
O Form of Controlling Class Representative Confidentiality Agreement
P Form of Trustee Backup Certification
Q Form of Master Servicer Backup Certification
R Form of Special Servicer Backup Certification
S Form of Outside Master Servicer/Outside Trustee Notice
T Relevant Servicing Criteria Matrix
U Form of Exchange Act Reportable Event Notification
V Form of Master Servicer Certification





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ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Administration of the Mortgage Loans.
(a) All of the Serviced Mortgage Loans and Administered REO Properties are to be
serviced and administered by the Master Servicer and/or the Special Servicer hereunder. Each of the
Master Servicer and the Special Servicer shall service and administer the Serviced Mortgage Loans and
Administered REO Properties that it is obligated to service and administer pursuant to this Agreement
on behalf of the Trustee, for the benefit of the Certificateholders (or, in the case of a Serviced Loan
Combination, for the benefit of the Certificateholders and the related Serviced Non-Trust Mortgage
Loan Noteholder(s)), as determined in the good faith and reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, in accordance with: (i) any and all applicable laws; (ii) the
express terms of this Agreement; (iii) the express terms of the respective Serviced Mortgage Loans and
any and all related intercreditor, co-lender or similar agreements (including with respect to performing
the duties of the holders of the respective Serviced Mortgage Loans thereunder (to the extent not
inconsistent with this Agreement and to the extent consistent with the Servicing Standard)); and (iv) to
the extent consistent with the foregoing, the Servicing Standard. The Master Servicer or the Special
Servicer, as applicable in accordance with this Agreement, shall service and administer each Cross-
Collateralized Group as a single Serviced Mortgage Loan as and when necessary and appropriate
consistent with the Servicing Standard. Without limiting the foregoing and subject to Section 3.21,
(i) the Master Servicer shall service and administer all of the Performing Serviced Mortgage Loans and
shall render such services with respect to the Specially Serviced Mortgage Loans as are specifically
provided for herein, and (ii) the Special Servicer shall service and administer each Specially Serviced
Mortgage Loan and Administered REO Property and shall render such services with respect to
Performing Serviced Mortgage Loans as are specifically provided for herein. All references herein to
the respective duties of the Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.21.
(b) Subject to Sections 3.01(a), 3.20, 6.11 and 6.12, the Master Servicer and the
Special Servicer shall each have full power and authority, acting alone (or, to the extent contemplated by
Section 3.22 of this Agreement, through subservicers), to do or cause to be done any and all things in
connection with the servicing and administration contemplated by Section 3.01(a) that it may deem
necessary or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and
the Special Servicer, in its own name, with respect to each of the Serviced Mortgage Loans it is
obligated to service hereunder, is authorized and empowered by the Trustee and, to the extent provided
in the related Co-Lender Agreement, each related Serviced Non-Trust Mortgage Loan Noteholder (if
any) to execute and deliver, on behalf of the Certificateholders, the Trustee and such Serviced Non-Trust
Mortgage Loan Noteholder or any of them, (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by any Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property and related collateral;
(ii) in accordance with the Servicing Standard and subject to Sections 3.01(a), 3.20, 6.11 and 6.12, any
and all modifications, extensions, waivers, amendments or consents to or with respect to any documents
contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge or of assignment, and all other comparable instruments; and (iv) any



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and all instruments that such party may be required to execute on behalf of the Trustee in connection
with the defeasance of a Serviced Mortgage Loan as contemplated in this Agreement. Subject to
Section 3.10, the Trustee shall, at the written request of the Master Servicer or the Special Servicer,
promptly execute any limited powers of attorney and other documents furnished by the Master Servicer
or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and
administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any
misuse of any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding
anything contained herein to the contrary, neither the Master Servicer nor the Special Servicer shall,
without the Trustees written consent: (i) initiate any action, suit or proceeding solely under the
Trustees name without indicating the Master Servicers or Special Servicers, as applicable,
representative capacity; or (ii) take any action with the intent to cause, and that actually causes, the
Trustee to be registered to do business in any state.
(c) The parties hereto acknowledge that each Loan Combination is subject to the
terms and conditions of the related Co-Lender Agreement; and, with respect to each Loan Combination,
the parties hereto further recognize the respective rights and obligations of the Trust, as holder of the
related Combination Trust Mortgage Loan, and of the related Non-Trust Mortgage Loan Noteholder(s)
under the related Co-Lender Agreement.
(d) With respect to any Serviced Loan Combination, in the event that neither the
related Trust Mortgage Loan nor the related REO Property (or any interest therein) is an asset of the
Trust Fund and, except as contemplated in the second paragraph of this Section 3.01(d), in accordance
with the related Co-Lender Agreement, the servicing and administration of such Serviced Loan
Combination and any related REO Property are to be governed by a separate servicing agreement and
not by this Agreement, then (either (i) with the consent or at the request of the holders of each Mortgage
Loan comprising such Serviced Loan Combination or (ii) if expressly provided for in the related Co-
Lender Agreement) the Master Servicer and, if such Serviced Loan Combination is then being specially
serviced hereunder or the related Mortgaged Property has become an REO Property, the Special
Servicer, shall continue to act in such capacities under such separate servicing agreement; provided that
such separate servicing agreement shall be reasonably acceptable to the Master Servicer and/or the
Special Servicer, as the case may be, and shall contain servicing and administration, limitation of
liability, indemnification and servicing compensation provisions substantially similar to the
corresponding provisions of this Agreement, except for the fact that such Serviced Loan Combination
and the related Mortgaged Property shall be the sole assets serviced and administered thereunder and the
sole source of funds thereunder.
Further, with respect to any Serviced Loan Combination, if at any time neither the related
Trust Mortgage Loan nor any related REO Property (or any interest therein) is an asset of the Trust
Fund, and if a separate servicing agreement with respect to such Serviced Loan Combination or any
related REO Property, as applicable, has not been entered into as contemplated by the related Co-Lender
Agreement and the prior paragraph (for whatever reason, including the failure to obtain any rating
agency confirmation required in connection therewith pursuant to the related Co-Lender Agreement),
and notwithstanding that neither the related Trust Mortgage Loan nor any related REO Property (or any
interest therein) is an asset of the Trust Fund, then, unless directed otherwise by the then current holders
of the Mortgage Notes comprising such Serviced Loan Combination, the Master Servicer and, if
applicable, the Special Servicer shall continue to service and administer such Serviced Loan
Combination and/or any related REO Property, for the benefit of the respective holders of such Serviced



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Loan Combination, under this Agreement as if such Serviced Loan Combination or any related REO
Property were the sole assets subject hereto, with certain references in this Agreement applicable to the
Trust, the Trustee, the Certificates, the Certificateholders (or any subgroup thereof) or any representative
of any such Certificateholders, all being construed to refer to such similar terms as are applicable to the
then current holder of the Mortgage Note for the related Serviced Combination Trust Mortgage Loan.
(e) The Master Servicer shall use efforts consistent with the Servicing Standard to
have prepared, executed (with the cooperation of the Depositor, in the case of a Lehman Trust Mortgage
Loan, and the related Unaffiliated Mortgage Loan Seller, in the case of a Non-Lehman Trust Mortgage
Loan, in obtaining requisite signatures, if applicable) and delivered by the applicable party (and included
in the Servicing File), not later than the later of (i) 30 days following the Master Servicers receipt of the
subject franchisor comfort letter, guaranty of payment or letter of credit and (ii) the expiration of the
period that may be required for such transfer or assignment pursuant to the terms of the applicable
franchisor comfort letter, guaranty of payment or letter of credit, if any, (A) with respect to any Serviced
Mortgage Loan secured by a hospitality property (as identified on Schedule VI hereto) (and with respect
to which a franchise agreement constitutes part of the related Mortgage File on the Closing Date), any
original transfer or assignment documents necessary to transfer or assign to the Trustee any rights under
the related franchisor comfort letter; and (B) with respect to any Serviced Mortgage Loan that has a
related guaranty or letter of credit that constitutes part of the related Mortgage File on the Closing Date,
any original transfer or assignment documents necessary to transfer or assign to the Trustee any rights
under the related guaranty of payment or letter of credit. In the event, with respect to a Serviced Trust
Mortgage Loan with a related letter of credit, it is determined by the Master Servicer that a draw under
such letter of credit has become necessary under the terms thereof prior to the assignment under clause
(B) of the preceding sentence having been effected, the Master Servicer shall direct (in writing) the
Depositor (in the case of a Lehman Trust Mortgage Loan) or the related Unaffiliated Mortgage Loan
Seller (in the case of a Non-Lehman Trust Mortgage Loan) to make such draw or to cause such draw to
be made on behalf of the Trustee, and, the Depositor will, and each Unaffiliated Mortgage Loan Seller
will be obligated under the related Mortgage Loan Purchase Agreement to, use its best efforts to cause
such draw to be made; provided that neither the Depositor nor any Unaffiliated Mortgage Loan Seller
shall have any liability in connection with the determination to make, or the making of, such draw (other
than to remit the proceeds of such draw to the Master Servicer).
(f) The relationship of each of the Master Servicer and the Special Servicer to the
Trustee, to the Serviced Non-Trust Mortgage Loan Noteholders and to each other under this Agreement
is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner
or, except as set forth in this Agreement, agent.
(g) The parties hereto acknowledge that each Outside Serviced Trust Mortgage Loan
and the related Outside Serviced Non-Trust Mortgage Loan(s) will primarily be serviced and
administered in accordance with the related Outside Servicing Agreement, and the servicing and
administrative duties of the parties hereto with respect to each Outside Serviced Trust Mortgage Loan,
any successor REO Trust Mortgage Loan with respect thereto and any related Outside Administered
REO Property shall be limited to those expressly set forth herein.




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required by the Potomac Mills Co-Lender Agreement; and (ii) pursuant to Section 2(k) of the Och-Ziff
Retail Portfolio Co-Lender Agreement, any decision to be made with respect to the Och-Ziff Retail
Portfolio Loan Combination which requires the approval of the controlling class of the securitization
relating to the Och-Ziff Retail Portfolio Non-Trust Mortgage Loan must be made by the Controlling
Class Representative, on behalf of Majority Controlling Class Certificateholder(s), after consultation
with such Person(s) as may be required by the Och-Ziff Retail Portfolio Co-Lender Agreement.
(d) The Controlling Class Representative will have no liability to the
Certificateholders for any action taken, or for refraining from the taking of any action, pursuant to this
Agreement (whether pursuant to this Section 6.11 or otherwise), or for errors in judgment; provided,
however, that the Controlling Class Representative will not be protected against any liability to any
Controlling Class Certificateholder that would otherwise be imposed by reason of willful misfeasance or
bad faith in the performance of duties or by reason of reckless disregard of obligations or duties. Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling
Class Representative may, and is permitted hereunder to, have special relationships and interests that
conflict with those of Holders of one or more Classes of Certificates; (ii) the Controlling Class
Representative may, and is permitted hereunder to, act solely in the interests of the Holders of the
Controlling Class of Certificates; (iii) the Controlling Class Representative does not have any duties or
liability to the Holders of any Class of Certificates other than the Controlling Class of Certificates; (iv)
the Controlling Class Representative may, and is permitted hereunder to, take actions that favor interests
of the Holders of the Controlling Class of Certificates over the interests of the Holders of one or more
other Classes of Certificates; (v) the Controlling Class Representative shall not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its
having acted solely in the interests of the Holders of the Controlling Class of Certificates; and (vi) the
Controlling Class Representative shall have no liability whatsoever for having acted solely in the
interests of the Holders of the Controlling Class of Certificates, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative, any Holder of the Controlling Class of
Certificates or any director, officer, employee, agent or principal thereof for having so acted.
SECTION 6.12. Certain Matters Regarding the Serviced Loan Combinations.
(a) Each of the Master Servicer and the Special Servicer, as applicable, shall notify
(in writing and, if applicable, in accordance with the related Co-Lender Agreement) the Controlling
Class Representative, the related Non-Trust Mortgage Loan Noteholder(s) and, if different, the related
Serviced Loan Combination Controlling Party of its intention to take any Specially Designated
Servicing Action with respect to any Serviced Loan Combination or related REO Property and shall
provide each such party with all reasonably requested information with respect thereto. Subject to
Section 6.12(b), and further subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b) of the related
Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party will be entitled to
advise the Special Servicer (in the event the Special Servicer is authorized under this Agreement to take
the subject action) or the Master Servicer (in the event the Master Servicer is authorized under this
Agreement to take the subject action), as applicable, with respect to any and all Specially Designated
Servicing Actions with respect to a Serviced Loan Combination or any related REO Property; and,
further subject to Section 6.12(b) of this Agreement and Section 3.02(b) of the related Co-Lender
Agreement, neither the Master Servicer nor the Special Servicer shall be permitted to take (or, in the
case of the Special Servicer, if and when appropriate hereunder, to consent to the Master Servicers
taking) any of the related Specially Designated Servicing Actions with respect to a Serviced Loan



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Combination or any related REO Property if the applicable Serviced Loan Combination Controlling
Party has objected in writing within the applicable time period specified in Section 3.02(a) of the related
Co-Lender Agreement following the applicable Serviced Loan Combination Controlling Party having
been notified in writing thereof in compliance with the related Co-Lender Agreement and having been
provided with all reasonably requested information with respect thereto (it being understood and agreed
that if such written objection to the subject action on the part of the applicable Serviced Loan
Combination Controlling Party has not been received by the Master Servicer or the Special Servicer, as
applicable, within such time period, then the applicable Serviced Loan Combination Controlling Party
will be deemed to have approved of the subject action); provided that, if the Special Servicer or the
Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of
the Certificateholders and the related Serviced Non-Trust Mortgage Loan Noteholder(s) (as a collective
whole), then the Special Servicer or the Master Servicer, as the case may be, may take (or, in the case of
the Special Servicer, if and when appropriate hereunder, may consent to the Master Servicers taking)
any such action without waiting for the applicable Serviced Loan Combination Controlling Partys
response; and provided, further, that, under circumstances where the Controlling Class Representative is
not, and is not part of, the applicable Serviced Loan Combination Controlling Party, nothing herein shall
be intended to limit the right of the Controlling Class Representative to consult with the Master Servicer
or the Special Servicer, as applicable, regarding any Serviced Loan Combination or related REO
Property, and during the time period referred to above (or such shorter period as is contemplated by the
immediately preceding proviso), the Master Servicer or the Special Servicer, as applicable, shall consult
with the Controlling Class Representative regarding its views as to the proposed action (but may, in its
sole discretion, reject any advice, objection or direction from the Controlling Class Representative) and,
upon reasonable request, the Master Servicer or the Special Servicer, as applicable, shall provide the
Controlling Class Representative with any information in such servicers possession with respect to such
matters, including its reasons for determining to take a proposed action.
In addition, subject to Section 6.12(b), and further subject to Section 3.01(b), Section
3.01(c) and Section 3.02(b) of the related Co-Lender Agreement, if and to the extent provided for under
the subject Co-Lender Agreement, the applicable Serviced Loan Combination Controlling Party may
direct the Special Servicer or the Master Servicer, as appropriate based on their respective duties
hereunder, to take, or to refrain from taking, such actions with respect to each Serviced Loan
Combination or any related REO Property as the applicable Serviced Loan Combination Controlling
Party may deem consistent with the related Co-Lender Agreement or as to which provision is otherwise
made in the related Co-Lender Agreement. Upon reasonable request, the Special Servicer or the Master
Servicer, as appropriate based on their respective duties hereunder, shall, with respect to each Serviced
Loan Combination or any related REO Property, provide the applicable Serviced Loan Combination
Controlling Party with any information in such servicers possession with respect to such matters,
including its reasons for determining to take a proposed action; provided that such information shall also
be provided, in a written format, to the Trustee who shall make it available for review pursuant to
Section 8.14(b). Promptly following the Special Servicer or the Master Servicer receiving any direction
with respect to a Serviced Loan Combination or any related REO Property from the applicable Serviced
Loan Combination Controlling Party as contemplated by this paragraph, and in any event prior to acting
on such direction, such servicer shall notify the Trustee, the Controlling Class Representative (if it is
not, and is not part of, the applicable Serviced Loan Combination Controlling Party) and each related
Serviced Non-Trust Mortgage Loan Noteholder (if neither it nor its designee is, or is part of, the
applicable Serviced Loan Combination Controlling Party).



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Each of the Master Servicer (with respect to Performing Serviced Mortgage Loans) and
the Special Servicer (with respect to Specially Serviced Mortgage Loans), as applicable, shall notify the
related Serviced Non-Trust Mortgage Loan Noteholder, the Controlling Class Representative and any
other Person that may be the applicable Serviced Loan Combination Controlling Party of any release or
substitution of collateral for a Serviced Loan Combination even if such release or substitution is required
by the terms of such Serviced Loan Combination.
(b) Notwithstanding anything herein to the contrary, no advice, direction or objection
with respect to any Serviced Loan Combination or related REO Property from or by the applicable
Serviced Loan Combination Controlling Party, as contemplated by Section 6.12(a), may (and the Special
Servicer and the Master Servicer shall each ignore and act without regard to any such advice, direction
or objection that the Special Servicer or the Master Servicer, as applicable, has determined, in its
reasonable, good faith judgment, will) require, cause or permit such servicer to violate any provision of
the related Co-Lender Agreement or this Agreement (exclusive of Section 6.12(a)) (including such
servicers obligation to act in accordance with the Servicing Standard), the related loan documents or
applicable law or result in an Adverse REMIC Event or an Adverse Grantor Trust Event, subject it to
liability or materially expand the scope of its obligations under this Agreement. Furthermore, neither
the Special Servicer nor the Master Servicer shall be obligated to seek approval from the applicable
Serviced Loan Combination Controlling Party for any actions to be taken by such servicer with respect
to the workout or liquidation of any Serviced Loan Combination if: (i) such servicer has, as provided in
Section 6.12(a), notified the applicable Serviced Loan Combination Controlling Party, in writing of
various actions that such servicer proposes to take with respect to the workout or liquidation of such
Serviced Loan Combination; and (ii) for 60 days following the first such notice, the applicable Serviced
Loan Combination Controlling Party has objected to all of those proposed actions and has failed to
suggest any alternative actions that such servicer considers to be consistent with the Servicing Standard.
Also notwithstanding the foregoing, in the case of any Serviced Pari Passu Loan
Combination, if the holder(s) of the promissory notes evidencing the related Pari Passu Non-Trust
Mortgage Loan(s) (or their respective representatives) and the Trust, as holder of the Mortgage Note for
the related Pari Passu Trust Mortgage Loan, are together acting as the related Serviced Loan
Combination Controlling Party, and if those noteholders or their respective representatives have not,
within the requisite time period provided for in the related Co-Lender Agreement, executed a mutual
consent with respect to any advice, consent or direction regarding a specified servicing action, the
Special Servicer or Master Servicer, as applicable, will implement the servicing action that it deems to
be in accordance with the Servicing Standard, and the decision of the Special Servicer or the Master
Servicer, as applicable, will be binding on all such parties.
(c) The Serviced Loan Combination Controlling Party for a Serviced Loan
Combination will not have any liability to the Trust or the Certificateholders, in the case of a related
Serviced Non-Trust Mortgage Loan Noteholder or its designee acting in such capacity, or to the related
Serviced Non-Trust Mortgage Loan Noteholder(s), in the case of the Controlling Class Representative
acting in such capacity, for any action taken, or for refraining from the taking of any action, in good
faith pursuant to this Agreement or the related Co-Lender Agreement, or for errors in judgment;
provided, however, that such Serviced Loan Combination Controlling Party will not be protected against
any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of obligations or duties.



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(d) Upon the occurrence and continuance of a Serviced Loan Combination Change of
Control Event (if applicable) with respect to a Serviced Loan Combination or related REO Property,
and/or if and for so long as the Trust, as holder of the Serviced Combination Trust Mortgage Loan in
such Serviced Loan Combination (or any successor REO Trust Mortgage Loan with respect thereto), is
or may be part of, as applicable, the applicable Serviced Loan Combination Directing Lender, then the
Controlling Class Representative (i) is hereby designated as the representative of the Trust for purposes
of or in connection with exercising the rights and powers of the applicable Serviced Loan Combination
Directing Lender or Serviced Loan Combination Controlling Party, as applicable, under Section 3.02 of
the related Co-Lender Agreement and (ii) shall be or may be part of, as applicable, the applicable
Serviced Loan Combination Controlling Party hereunder. The Trustee shall take such actions as are
necessary or appropriate to make such designation effective in accordance with the related Co-Lender
Agreement, including providing notices to the related Serviced Non-Trust Mortgage Loan
Noteholder(s). The Master Servicer, or, if it becomes aware of such event with respect to a Loan
Combination that consists of one or more Specially Serviced Mortgage Loans, the Special Servicer, shall
provide the parties to this Agreement with notice of the occurrence of a Serviced Loan Combination
Change of Control Event (if applicable) with respect to any Serviced Loan Combination or related REO
Property, promptly upon becoming aware thereof.
(e) Each related Serviced Non-Trust Mortgage Loan Noteholder shall be entitled to
receive, upon request, a copy of any notice or report required to be delivered (upon request or otherwise)
to the Trustee with respect to a Serviced Loan Combination or any related REO Property by any other
party hereto. Subject to the related Co-Lender Agreement, any such other party shall be permitted to
require payment of a sum sufficient to cover the reasonable costs and expenses of providing such copies
in accordance with this Section 6.12(e).
(f) Notwithstanding anything herein to the contrary, any appointment of a successor
Special Servicer hereunder, insofar as it affects any Serviced Loan Combination or any related REO
Property, will be subject to any consultation or consent rights of the related Serviced Non-Trust
Mortgage Loan Noteholder(s) expressly provided for under the related Co-Lender Agreement.
(g) If and to the extent that the Co-Lender Agreement with respect to any Serviced
Senior/Subordinate Loan Combination provides that a related Serviced Subordinate Non-Trust Mortgage
Loan Noteholder may avoid a related Serviced Loan Combination Change of Control Event by
delivering Reserve Collateral, then: (i) the Special Servicer shall hold all such Reserve Collateral (in an
Eligible Account, in the case of cash) in accordance with the terms of this Agreement and such Co-
Lender Agreement and in a manner that clearly identifies that such Reserve Collateral is being held for
the benefit of the Certificateholders but, for federal income tax purposes, is beneficially owned by the
subject Serviced Subordinate Non-Trust Mortgage Loan Noteholder; and (ii) the Special Servicer shall
take all actions reasonably necessary to maintain any perfected security interest on the part of the Trust
in and to such Reserve Collateral. If any letters of credit are furnished as Reserve Collateral with
respect to a Serviced Senior/Subordinate Loan Combination, and (i) if the subject Serviced Subordinate
Non-Trust Mortgage Loan Noteholder has not provided a replacement letter of credit at least 30 days
before the expiration of the delivered letter of credit or (ii) the long-term or short-term unsecured debt
ratings of the issuer of such letter of credit fall below any applicable minimum rating requirements
specified in such Co-Lender Agreement, then the Special Servicer shall provide written notice of such
event to the Serviced Subordinate Non-Trust Mortgage Loan Noteholder, and unless the Serviced
Subordinate Non-Trust Mortgage Loan Noteholder shall have replaced such letter of credit with a letter



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of credit in form and substance satisfactory to the Special Servicer and the Rating Agencies within the
period of time specified in such Co-Lender Agreement, the Special Servicer shall draw upon such letter
of credit and hold the proceeds thereof as related Reserve Collateral. Upon a Final Recovery
Determination with respect to a Serviced Senior/Subordinate Loan Combination, any related Reserve
Collateral held by the Special Servicer shall be available to reimburse the Trust for any realized loss of
principal and/or interest incurred with respect to the related Serviced Senior Trust Mortgage Loan (or
any successor REO Trust Mortgage Loan with respect thereto), up to the maximum amount permitted
under the related Co-Lender Agreement, together with all other amounts (including, without limitation,
Additional Trust Fund Expenses related to the subject Serviced Senior/Subordinate Loan Combination
or any related REO Property) reimbursable under such Co-Lender Agreement and this Agreement. To
the extent necessary to effect such reimbursement, the Special Servicer shall draw down upon or
otherwise liquidate all applicable Reserve Collateral (if any) and shall forward the reimbursement
payment to the Master Servicer for deposit in the Pool Custodial Account. Such reimbursement of
payment shall, except for purposes of Section 3.11(c) hereof, constitute Liquidation Proceeds. The
Special Servicer may not release any Reserve Collateral to the Serviced Subordinate Non-Trust
Mortgage Loan Noteholder that delivered such Reserve Collateral, except as expressly required under
the related Co-Lender Agreement (including, in connection with a Final Recovery Determination with
respect to the related Serviced Senior/Subordinate Loan Combination, following the reimbursement of
the Trust as contemplated above in this Section 6.12(g). Any arrangement by which any Reserve
Collateral may be held shall constitute an outside reserve fund within the meaning of Treasury
regulations section 1.860G-2(h) and such property (and the right to reimbursement of any amounts with
respect thereto) shall be beneficially owned by the Serviced Subordinate Non-Trust Mortgage Loan
Noteholder that delivered such Reserve Collateral, who shall be taxed on all income with respect
thereto. As compensation for maintaining any Reserve Collateral, the Special Servicer will be entitled
to any interest or other income earned, and will be responsible for any losses on investments, with
respect to such Reserve Collateral in the same manner as it is entitled to investment income, and is
responsible for losses incurred, with respect to investments of funds in an REO Account.





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(g) The cost of any Opinion of Counsel to be delivered pursuant to Section 11.01(a)
or (c) shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the
Special Servicer or the Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of the Pool Custodial
Account, in the case of the Master Servicer and the Special Servicer, pursuant to Section 3.05(a), or out
of the Collection Account, in the case of the Trustee, pursuant to Section 3.05(b).
(h) Notwithstanding anything to the contrary contained in this Section 11.01, the
parties hereto agree that (i) this Agreement may not be amended except upon 10 days prior written
notice to the Swap Counterparties and (ii) this Agreement may not be amended in any manner that has a
material adverse effect on any Swap Counterparty without first obtaining the written consent of such
Swap Counterparty, such consent not to be unreasonably withheld, conditioned or delayed, where such
consent is required herein. The Trustee may obtain and rely upon an Opinion of Counsel provided to it
at the expense of the party seeking the amendment to the effect that such action will not adversely affect
in any material respect the interests of any Swap Counterparty (or at the expense of the Trust if the
Trustee is the party seeking such amendment and such amendment benefits the Certificateholders).
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund or, to the extent that it benefits them, the Serviced
Non-Trust Mortgage Loan Noteholders, but only upon direction accompanied by an Opinion of Counsel
(the cost of which may be paid out of the Pool Custodial Account pursuant to Section 3.05(a) or, to the
extent that it benefits the Serviced Non-Trust Mortgage Loan Noteholders, out of the Loan Combination
Custodial Accounts pursuant to Section 3.05A), to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders and/or the Serviced Non-Trust Mortgage Loan
Noteholders; provided, however, that neither the Master Servicer nor the Trustee shall have any
obligation or responsibility to determine whether any such recordation of this Agreement is required.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholders legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust
Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
(b) No Certificateholder (except as expressly provided for herein) shall have any right
to vote or in any manner otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the



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Certificates, be construed so as to constitute the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Agreement or any Mortgage Loan, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Person previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also
(except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the
Voting Rights shall have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby,
and (except in the case of a default by the Trustee) the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any
right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or preference is not otherwise
provided for herein, or to enforce any right under this Agreement, except in the manner herein provided
and for the equal, ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 11.04. Governing Law; Consent to Jurisdiction.
This Agreement will be governed by and construed in accordance with the laws of the
State of New York, applicable to agreements negotiated, made and to be performed entirely in said state.
To the fullest extent permitted under applicable law, the Depositor, the Master Servicer, the Special
Servicer, the Trustee and any Fiscal Agent each hereby irrevocably (i) submits to the jurisdiction of any
New York State and federal courts sitting in New York City, to the exclusion of all other courts, with
respect to matters arising out of or relating to this Agreement, other than matters to be settled by
mediation or arbitration in accordance with Section 2.03(i); (ii) agrees that all claims with respect to
such action or proceeding shall be heard and determined in such New York State or federal courts, to the
exclusion of all other courts; (iii) waives the defense of an inconvenient forum in connection with such
action or proceeding commenced in such New York State or federal courts; and (iv) agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law; provided that, if Section
2.03(i) is inapplicable, and if both a New York State and a federal court sitting in New York in which an
action or proceeding has been duly and properly commenced by any party to this Agreement regarding a
matter arising out of or relating to this Agreement have refused to accept jurisdiction over or otherwise
have not accepted such action or proceeding within, in the case of each such court, 60 days of the
commencement or filing thereof, then the words to the exclusion of all other courts in clause (i) and
clause (ii) of this sentence shall not apply with regard to such action or proceeding and the reference to
shall in clause (ii) of this paragraph shall be deemed to be may.
CO-LENDER AGREEMENT
Dated as of August 13,2006
by and between
LEHMAN BROTHERS HOLDINGS INC.
(Initial Note A-1 Lender)
and
LEHMAN BROTHERS HOLDINGS INC.
(Initial Note A-2 Lender)
$825,402,542 Original Principal Amount of
Commercial Mortgage Loans
secured by the Innkeepers Portfolio consisting of
liens on the fee simple interests in
a portfolio of 45 hotels
located in sixteen states across the United States
EXECUTION COPY
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01. Defined Terms ......................................................................................................... 4
Section 1.02. General Interpretive Principles .............................................................................. 15
Section 1.03. Interpreting this Agreement and the Loan Agreement. ......................................... 15
ARTICLE II
RETENTION OF LOAN DOCUMENTS; REPRESENTATIONS AND WARRANTIES
Section2.01. Relative Rights ofthe Lenders ............................................................................... 17
Section 2.02. Delivery and Retention ofNote A-2; Delivery and Retention of Mortgage
File (Exclusive ofNote A-2); Record Title ........................................................... 17
Section 2.03. Delivery of Servicing File, Escrow Payments and Reserve Funds to the
Master Servicer ...................................................................................................... 18
Section 2.04. Representations, Warranties and Covenants of the Lenders .................................. 18
Section 2.05. Independent Analysis of Each Lender. .................................................................. 20
Section 2.06. Notes Not Securities .............................................................................................. 20
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 3.01. General Seryicing Matters .................................................................................... .21
Section 3.02. Certain Powers of the Directing Lender ............................................................... .25
ARTICLE IV
PAYMENTS TO LENDERS
Section 4.01. Application of Payments; Allocation of Collections; Remittances ...................... .29
Section 4.02. [RESERVED] ........................................................................................................ 31
Section4.03 .. Advances ................................................................................................................ 31
Section 4.04. Sharing of Certain Expenses .................................................................................. 32
ARTICLEV
TERMINATION
Section 5.01. Termination ............................................................................................................ 33
TABLE OF CONTENTS
(Continued)
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Modification, Extension, Amendment or Waiver in Writing ................................ 34
Section 6.02. Recordation of Agreement; Counterparts ............................................................. .34
Section 6.03. Governing Law ...................................................................................................... 34
Section 6.04. Notices ................................................................................................................... 34
Section 6.05. Severability of Provisions ...................................................................................... 35
Section 6.06. Successors and Assigns; Beneficiaries .................................................................. 35
Section 6.07. Specific Performance ............................................................................................. 35
Section 6.08. Bankruptcy Matters ................................................................................................ 35
Section 6.09. Assignments and Securitizations ........................................................................... 36
Section 6.1 0. Article and Section Headings .......................... , ...................................................... 36
Section 6.11. Notices to Rating Agencies .................................................................................... 36
Section 6.12. No Joint Venture, Not a Security .......................................................................... .36
Section 6.13. Cooperation ............................................................................................................ 37
Section 6.14. Entire Agreement. .................................................................................................. 38
Section 6.15. Bifurcation ofNote A-1 or Note A-2 ..................................................................... 38
704230-3
EXHIBITS
Exhibit No.
I
TABLE OF CONTENTS
(Continued)
Exhibit Description
Mortgage Loan Schedule
111
This Co-Lender Agreement (this "Agreement") is dated and effective as of
August 13,2006, between LEHMAN BROTHERS HOLDINGS INC. as Initial Note A-1 Lender
and LEHMAN BROTHERS HOLDINGS INC. as Initial Note A-2 Lender.
PRELIMINARY STATEMENT:
A mortgage loan (the "Original Mortgage Loan") was made by LEHMAN ALI
INC. ("Lehman ALI") or an affiliate thereof, as lender (in such capacity, the "Original Lender")
to Grand Prix Belmont LLC, Grand Prix Campbell/San Jose LLC, Grand Prix El Segundo LLC,
Grand Prix Fremont LLC, Grand Prix Mountain View, LLC, Grand Prix San Jose, LLC, Grand
Prix San Mateo, LLC, Grand Prix Sili I LLC, Grand Prix Sili II LLC, Grand Prix Denver LLC,
Grand Prix Englewood/Denver South LLC, Grand Prix Shelton LLC, Grand Prix Windsor LLC,
Grand Prix Altamonte LLC, Grand Prix Ft. Lauderdale LLC, Grand Prix Naples LLC, Grand .
Prix Atlanta LLC, Grand Prix Atlanta (Peachtree Comers) LLC, Grand Prix Lombard LLC,
Grand Prix Chicago LLC, Grand Prix Schaumburg LLC, Grand Prix Westchester LLC, Grand
Prix Lexington LLC, Grand Prix Louisville (RI) LLC, Grand Prix Columbia LLC, Grand Prix
Gaithersburg LLC, Grand Prix Germantown LLC, Grand Prix Portland LLC, Grand Prix Livonia
LLC, Grand Prix Cherry Hill LLC, Grand Prix Mt. Laurel LLC, Grand Prix Saddle River LLC,
Grand Prix Islandia LLC, Grand Prix Binghamton LLC, Grand Prix Horsham LLC, Grand Prix
Willow Grove LLC, Grand Prix Addison (RI) LLC, Grand Prix Arlington LLC, Grand Prix Los
Colinas LLC, Grand Prix Richmond LLC, Grand Prix Richmond (Northwest) LLC, Grand Prix
Bellevue LLC, Grand Prix Bothell LLC, Grand Prix Lynnwood LLC, Grand Prix Tukwila LLC
Gointly and severally, together with their successors and permitted assigns as borrower under the
Loan Documents (as defined herein), the "Borrower
1
'), on June 29, 2007, and was represented by
one (1) promissory note (the "Original Note") in the aggregate principal amount of
$825,402,542. On or about the execution and delivery of this Agreement, Lehman ALI
restructured the original Mortgage Loan and the Borrower executed and delivered Replacement
Promissory Note A-1 and Replacement Promissory Note A-2 (each as defined below), which
Replacement Promissory Note A-1 and Replacement Promissory Note A-2 have an aggregate
principal balance and possess the aggregate rights (other than as set forth in this Agreement) of
the Original Notes.
Replacement Promissory Note A-1 and Replacement Promissory Note A-2 will
represent, respectively, two mortgage loans having an aggregate principal balance and
possessing the aggregate rights (other than as set forth in this Agreement) of the Original
Mortgage Loan. Those two mortgage loans made by Lehman as lender to the Borrower are as
follows:
1. the mortgage loan (the "Note A-1 Mortgage Loan") evidenced by that
certain Replacement Promissory Note A-1 dated August 9, 2007 (as such may be extended,
renewed, replaced, restated or modified from time to time, "Note A-1 "), with a principal amount
as of the date hereof of$412,701,271; and
2. the mortgage loan (the "Note A-2 Mortgage Loan") evidenced by that
certain Replacement Promissory Note A-2 dated August 9, 2007 (as such may be extended,
renewed, replaced, restated or modified from time to time, "Note A-2"), with a principal amount
as of the date hereof of$412,701,271.
The Note A-1 Mortgage Loan and the Note A-2 Mortgage Loan, with an
aggregate principal amount as of the date hereof of $825,402,542, are referred to herein,
collectively, as the "Mortgage Loans" and each, as a "Mortgage Loan". Each of Note A-1 and
Note A-2 are referred to individually herein as a "Note" and together as the "Notes".
The terms and conditions of the Notes are further specified in a loan agreement
dated as of June 29, 2007 (as amended by the first amendment to the loan agreement dated
August 9, 2007 and as such may have been further amended or restated to the date hereof and
may hereafter be further amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement"), between Lehman ALI as lender and the Borrower. Payment of the
Notes is secured by, among other things, that certain collateral assignment of security agreement
dated as of June 29, 2007 (as such may have been amended or restated to the date hereof and
may hereafter be further amended, restated, supplemented or otherwise modified from time to
time, the "Mortgage"), encumbering the Borrower's fee simple interest and leasehold interest in
the properties identified in the Series 2007-C6 Pooling and Servicing Agreement as the
Innkeepers Portfolio (the "Innkeepers Portfolio"), whereby the Borrower grants a security
interest in its interest under the leases at the Mortgaged Property as further collateral.
If the Original Lender is not Lehman Brothers Holdings Inc. ("LBHI"), then prior
to the execution and delivery of this Agreement, the Original Lender transferred the Mortgage
Loans to LBHI pursuant to one or more agreements and/or instruments between the Original
Lender and LBHI. As of the time at which this Agreement is being executed and delivered,
LBHI is the sole owner ofNote A-1 and Note A-2.
It is anticipated with respect to the Mortgage Loans that, simultaneously with or
shortly after the execution and delivery of this Agreement, the Note A-1 Mortgage Loan will be
transferred to LaSalle Bank National Association ("LaSalle"), as trustee (in such capacity, the
"Series 2007-C6 Trustee") for a securitization involving the issuance of the LB-UBS
Commercial Mortgage Trust 2007 -C6, . Commercial Mortgage Pass-Through Certificates,
Series 2007-C6 (such securitization, the "Note A-1 Securitization") and the Series 2007-C6
Trustee, in its capacity as holder of Note A-1, together with its successors and assigns, is referred
to in this Agreement as the ''Note A-1 Lender". The Note A-2 Mortgage Loan will initially be
retained by LBHI.
It is anticipated that, subject to Section 6.15, each Note may be further subdivided
and, in such event, will be split and reissued as one or more replacement notes that, in the case of
such subdivided Note, have an aggregate principal balance and possess the aggregate rights
(other than as set forth in this Agreement) of such subdivided Note on the date of the reissuance.
It is further contemplated that Note A-2, whether in its current form or as multiple
replacement promissory notes, will, subsequent to the date hereof, be securitized in one or more
transactions (each such securitization transaction, a "Note A-2 Securitization").
Each holder of a Note from time to time (or, whenever there are multiple holders
thereof, all such holders collectively) will constitute a "Lender"; and the holders of the Notes
from time to time will collectively constitute the "Lenders".
704230-3
Among other things, the parties hereto desire to define the relative rights and
powers of the Lenders with respect to the Mortgage Loans and to provide for servicing and
administration of the Mortgage Loans and/or the Mortgaged Property under specific
circumstances identified herein.
In consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
704230-3
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
Section 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Capitalized terms used but not defined in this Agreement have the
respective meanings assigned thereto in the Applicable Servicing Agreement.
"Advance" shall mean, from and after the Securitization Date, any P &I Advance
or Servicing Advance.
"Advance Interest" shall mean, with respect to any Advance, all interest paid or
payable, as the context may require, to any Servicer or any other party under any Servicing
Agreement or Securitization Agreement with respect to Advances made by such Servicer or
other party.
"Adverse Grantor Trust Event" shall mean, with respect to any Related Grantor
Trust, any impairment of the status of such Related Grantor Trust as a Grantor Trust or any
imposition of a tax on such Related Grantor Trust or any of its assets or transactions.
"Adverse Rating Event" shall mean the qualification, downgrade or withdrawal of
any rating then assigned by any Rating Agency to any class of Related MBS.
"Adverse REMIC Event" shall mean, with respect to any Related REMIC Pool,
any endangerment of the status of such Related REMIC Pool as a REMIC under the REMIC
Provisions or, except as may be expressly permitted by the Applicable Servicing Agreement, any
imposition of a tax on such Related REMIC Pool or any of its assets or transactions (including
the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on
prohibited contributions set forth in Section 860G(d) ofthe Code). ~ ~
"Mfiliate" shall mean, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person. For the
purposes of this definition, "control," when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
"Agreement" shall mean this Co-Lender Agreement, together with all
amendments hereof and supplements hereto.
"Allocable Share" shall mean, with respect to either Mortgage Loan or either
Lender, the applicable following percentage: (i) in the case of each of the Note A-1 Mortgage
Loan and the Note A-1 Lender, 50%; and (ii) in the case of each of the Note A-2 Mortgage Loan
and the Note A-2 Lender, 50%.
704230-3
"Applicable Interest Rate" shall mean, with respect to either Mortgage Loan or
any Note A Portion, the per annum rate at which interest is scheduled (in the absence of default)
to accrue on such Mortgage Loan or Note A Portion, as the case may be, :from time to time in
accordance with (i) the terms of the related Note and the Loan Agreement (as such terms may be
modified at any time following the Closing Date) and (ii) applicable law.
"Applicable Servicer" shall mean, with respect to any particular servicing or other
relevant action to be taken in respect of either Mortgage Loan or any successor REO Property,
the particular Servicer responsible for performing such servicing or other relevant action,
pursuant to the Applicable Servicing Agreement.
"Applicable Servicing Agreement" shall mean, with respect to any particular
servicing or other relevant action to be taken in respect of either Mortgage Loan or any REO
Property, the particular Servicing Agreement governing the performance of such servicing or
other relevant action for the benefit of the Lenders, which initially shall be the Series 2007-C6
Pooling and Servicing Agreement.
"Appraisal Reduction Amount" shall have the meaning assigned thereto in the
Applicable Servicing Agreement.
"Approved Servicer" shall have the meaning assigned thereto in the definition of
"Institutional Lender/Owner."
"Balloon Payment" shall mean, with respect to either Mortgage Loan, as of any
date of determination, the payment, other than any regularly scheduled monthly payment, due
with respect to such Mortgage Loan at maturity.
"Bankruptcy Code" shall mean the federal Bankruptcy Code, as amended :from
time to time (Title 11 of the United States Code).
"Borrower" shall have the meaning assigned thereto in the Preliminary Statement.
"Business Day" shall mean any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or in each of the cities in which the
corporate trust office of the trustee, if any, under the Applicable Servicing Agreement and the
Primary Servicing Offices of the Servicer(s) are located, are authorized or obligated by law or
executive order to remain closed.
"CDO" shall have the meaning assigned thereto in the definition of "Institutional
Lender/Owner."
"CDO Asset Manager" shall mean, with respect to any Securitization Vehicle that
is a CDO, the entity that is responsible for managing or administering the subject Mortgage Loan
as an underlying asset of such Securitization Vehicle or, if applicable, as an asset of any
Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and
control rights available to the Directing Lender).
"Closing Date" shall mean August 30, 2007.
704230-3
"CMSA" shall mean the Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such association nor any
successor remains in existence, "CMSA" shall be deemed to refer to such other association or
organization as may exist whose principal membership consists of servicers, trustees, issuers,
placement agents and underwriters generally involved in the commercial mortgage loan
securitization industry, which is the principal such association or organization in the commercial
mortgage loan securitization industry and one of whose principal purposes is the establishment
of industry standards for reporting transaction-specific information relating to commercial
mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial
mortgage loans and foreclosed properties underlying or backing them to investors holding or
owning such certificates or bonds, and any successor to such other association or organization.
If an organization or association described in one of the preceding sentences of this definition
does not exist, "CMSA" shall be deemed to refer to such other association or organization as
shall be selected by the Master Servicer and reasonably acceptable to the Series 2007 -C6 Trustee
and the Special Servicer or, if Note A-1 is no longer included in the Note A-1 Securitization,
reasonably acceptable to the Lenders.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder, including temporary regulations and proposed regulations to
the extent that, by reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed action or
transaction, be applied to any Related MBS.
"Default Interest" shall mean with respect to either Mortgage Loan, any amounts
collected thereon, other than late payment charges and Prepayment Premiums, that represent
penalty interest (arising out of a default) in excess of interest accrued on the principal balance of
such Mortgage Loan at the related Applicable Interest Rate.
"Depositor" shall mean Structured Asset Securities Corporation II and its
successors.
"Determination Date" shall mean the Due Date or, if the Due Date is not a
Business Day, the Business Day immediately succeeding the Due Date.
"Directing Lender" shall mean the Lenders (or their designees appointed m
accordance with Section 3.02) acting jointly.
"Due Date" shall mean the 9th day of each calendar month or, if such 9th day is
not a business day (within the meaning of the Loan Documents), the immediately succeeding
business day.
"Enforcement Action" shall mean the commencement of the exercise of any
remedies against the Borrower or the Mortgaged Property by reason of a default under the Loan
Documents, including the commencement of any litigation or proceeding, including the
commencement of any foreclosure proceeding, the exercise of any power of sale, the sale by
advertisement, the taking of a deed or assignment in lieu of foreclosure, the obtaining of a
704230-3
receiver or the taking of any other enforcement action against, or the taking possession or control
of, any of the Mortgaged Property.
"Escrow Payment" shall mean any payment received by the Applicable Servicer
for the account of the Borrower for application toward the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and other items for which an
escrow has been created in respect of the Mortgaged Property.
"Excess Interest" means, as of any date of determination: (i) with respect to the
Replacement A-1 Notes, any interest accrued on the aggregate unpaid principal balance of the
Replacement A-1 Notes at the Excess Interest Rate; and (ii) with respect to the Replacement A-2
Notes, any interest accrued on the aggregate unpaid principal balance of the Replacement A-2
Notes at the Excess Interest Rate.
"Excess Interest Rate" means, as of any date of determination: (i) with respect to
the Replacement A-1 Notes, the excess (if any) of (x) the then weighted average interest rate on
the Replacement A-1 Notes over (y) the Applicable Interest Rate ofNote A-1 immediately prior
to the reissuance of any Replacement A-1 Notes; and (ii) with respect to the Replacement A-2
Notes, the excess (if any) of (x) the then weighted average interest rate on the Replacement A-2
Notes over (y) the Applicable Interest Rate of Note A-2 immediately prior to the reissuance of
any Replacement A-2 Notes. Any determination in this definition of a weighted average interest
rate shall be calculated based on the relative principal balances of the subject Replacement
Notes.
"Exchange Act" shall have the meaning assigned to such term in Section 6.12.
"Grantor Trust" shall mean any "grantor trust" within the meaning of Subpart E
of Subchapter J of the Code, including Treasury regulations section 301.770 1-4( c )(2).
"Hazardous Materials" shall mean petroleum and petroleum products and
compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable
materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead
and lead-based paint; asbestos or asbestos-containing materials in any form that is or could
become friable; toxic mold and fungi; underground or above-ground storage tanks, whether
empty or containing any substance; any substance the presence of which on the Mortgaged
Property is prohibited by any environmental law; and any other material or substance now or in
the future defined as a "hazardous substance," "hazardous material," "hazardous waste," "toxic
substance," "toxic pollutant," "contaminant," "pollutant" or other words of similar import within
the meaning of any environmental law.
"Insolvency Proceeding" shall mean any proceeding under the Bankruptcy Code
or any other insolvency, liquidation, reorganization or other similar proceeding concerning the
Borrower, any action for the dissolution of the Borrower, any proceeding Gudicial or otherwise)
concerning the application of the assets of the Borrower, for the benefit of its creditors, the
appointment of or any proceeding seeking the appointment of a trustee, receiver or other similar
custodian for all or any substantial part of the assets of the Borrower or any other action
concerning the adjustment of the debts of the Borrower, the cessation of business by the
704230-3
Borrower, except following a sale, transfer or other disposition of all or substantially all of the
assets of the Borrower in a transaction permitted under the Loan Documents.
"Institutional Lender/Owner" shall mean any of the following: (a) (i) a bank,
banking association, savings and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension plan, pension
fund or pension advisory firm, mutual fund, government entity or plan that (A) has total assets
(in name or under management) in excess of $600,000,000 and (except with respect to a pension
advisory firm or similar fiduciary) capital surplus, statutory surplus or shareholder's equity of at
least $200,000,000, and (B) is regularly engaged in the business of making or owning
commercial loans, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as
amended, that (A) has total assets in excess of $600,000,000 and capital surplus, statutory
surplus or shareholders' equity of at least $200,000,000 and (B) is regularly engaged in the
business of making or owning loans of similar types to the Mortgage Loans, (iii) a Qualified
Trustee (or in the case of a CDO (as defined below), a single purpose bankruptcy-remote entity
which contemporaneously pledges its interest in the subject Mortgage Loan to a Qualified
Trustee) in connection with (A) a securitization of, (B) the creation of collateralized debt
obligations ("CDO") secured by, or (C) a financing through an "owner trust" of, any Mortgage
Loan (any of the foregoing, a "Securitization Vehicle"), provided that (1) one or more classes of
securities issued by such Securitization Vehicle is initially rated at least investment grade by
either Moody's and Fitch or by S&P and one other nationally-recognized statistical rating agency
(which may include Moody's or Fitch), (2) in the case of a Securitization Vehicle that is not a
CDO, the special servicer for the Securitization Vehicle has the Required Special Servicer Rating
(such entity, an "Approved Servicer") and such Approved Servicer is required to service and
administer such Mortgage Loan in accordance with servicing arrangements for the assets held by
the Securitization Vehicle which require that such Approved Servicer act in accordance with a
servicing standard notwithstanding any contrary direction or instruction from any other Person,
or (3) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if
applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset
Manager which is an Institutional Lender/Owner, are each an Institutional Lender/Owner under
clauses (a)(i), .@)ill) or liD of this definition; or (iv) an institution substantially similar to any of
the foregoing described in clauses (a)Ci) or .@)ill) of this definition which has total assets (in
name or under management) in excess of $600,000,000 and (except with respect to a pension
advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of
$200,000,000; or (b) any entity controlled by any ofthe entities described in clause Ca)(i) above;
clause (c) below; or (c) LBHI or Structured Asset Securities Corporation II. For purposes of this
definition only, "control" means the ownership, directly or indirectly, in the aggregate of more
than 50% of the beneficial ownership interests of an entity and the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such
entity, whether through the ability to exercise voting power, by contract or otherwise.
"Controlled" has the meaning correlative thereto.
"Intervening Trust Vehicle" shall mean, with respect to any Securitization
Vehicle that is a CDO, a trust vehicle or entity that holds a Mortgage Loan or any Note A Portion
as collateral securing (in whole or in part) any obligation or security held by such Securitization
Vehicle as collateral for the CDO.
704230-3
"LaSalle" shall have the meaning assigned thereto in the Preliminary Statement.
"LBHI" shall have the meaning assigned thereto in the Preliminary Statement.
"Lehman ALI" shall have the meaning assigned thereto in the Preliminary
Statement.
"Lender" and "Lenders" shall have the respective meanings assigned thereto in
the Preliminary Statement.
"Loan Agreement" shall have the meaning assigned thereto in the Preliminary
Statement.
"Loan Documents" shall mean, collectively, the Notes, the Loan Agreement, the
Mortgage and all other documents evidencing or securing any or all ofthe Mortgage Loans.
"Master Servicer"shall mean: (a) for so long as the Mortgage Loans or any REO
Property are serviced and administered in accordance with the Series 2007 -C6 Pooling and
Servicing Agreement, the Series 2007-C6 Master Servicer; and (b) if and for so long as the
Mortgage Loans or any REO Property are serviced and administered in accordance with any
successor Servicing Agreement, the master servicer under such successor Servicing Agreement.
"Master Servicing Fee" shall mean, with respect to each Mortgage Loan, the
monthly fee payable to (a) the Master Servicer pursuant to the Servicing Agreement(s) then in
effect and (b) if so provided under the Securitization Agreement for the Related Securitization
Trust, the master servicer for such trust.
"Maturity Date" shall have the meaning assigned thereto in the Loan Agreement.
"Monthly Payment" shall mean, as of any Due Date, the scheduled payment of
principal and/or interest due on the Mortgage Loans or a particular Mortgage Loan, as the
context may require, in accordance with the Loan Documents (as such amount may be changed
or modified in connection with a bankruptcy or similar proceeding involving the Borrower or by
reason of a modification, extension, waiver or amendment granted or agreed to by the Applicable
Servicer pursuant to the Servicing Agreement then in effect and in accordance with the terms and
provisions this Agreement), including the Balloon Payment' payable on such Due Date; provided
that the Monthly Payment shall not include Default Interest.
"Mortgage" shall have the meaning assigned thereto in the Preliminary Statement.
"Mortgage File" shall have the meaning assigned thereto in the Series 2007 -C6
Pooling and Servicing Agreement (as in effect on the Closing Date).
"Mortgage Loan" and "Mortgage Loans" shall have the respective meanings
assigned thereto in the Preliminary Statement and are further identified on the Mortgage Loan
Schedule. As used herein, the term "Mortgage Loan" includes the Loan Documents.
704230-3
"Mortgage Loan Schedule" shall mean the list attached hereto as Exhibit I, which
sets forth the following information with respect to the Mortgage Loans as of the date hereof
(unless another date is referenced):
(i) the Borrower's name;
(ii) the principal balance of each Mortgage Loan as of the date hereof;
(iv) the Applicable Interest Rate for each Mortgage Loan; and
(v) the Maturity Date.
"Mortgaged Property" shall mean the real property (together with all
improvements and fixtures thereon) subject to the lien of the Mortgage.
''Note" and "Notes" shall have the meaning assigned thereto in the Preliminary
Statement.
"Note A Portion" shall mean a Note A-1 Portion or a Note A-2 Portion.
"Note A-1" shall have the meaning assigned thereto in the Preliminary Statement.
"Note A -1 Interest Rate" shall mean the interest rate set forth in the Mortgage
Loan Schedule for the Note A-1 Mortgage Loan.
"Note A-1 Lender" shall mean the holder ofNote A-1.
"Note A-1 Mortgage Loan" shall have the meaning assigned thereto m the
Preliminary Statement.
"Note A-1 Portion" shall have the meaning assigned thereto in Section 6.15.
"Note A-1 Principal Balance" shall mean, at any time of determination, the initial
Note A-1 Principal Balance as set forth in the Mortgage Loan Schedule, less (i) any payments of
principal thereon received by the Note A-1 Lender and (ii) any reductions in such amount
subsequent to the Closing Date in accordance with Section 3.01Cc).
"Note A-1 Securitization" shall have the meaning assigned to such term in the
Preliminary Statement.
"Note A-2" shall have the meaning assigned thereto in the Preliminary Statement.
"Note A-2 Lender" shall mean the holder ofNote A-2.
\
"Note A-2 Mortgage Loan" shall have the meaning assigned thereto m the
Preliminary Statement.
"Note A-2 Portion" shall have the meaning assigned thereto in Section 6.15.
704230-3
"Note A-2 Securitization" shall have the meaning assigned thereto ill the
Preliminary Statement.
"Original Lender" shall have the meaning assigned thereto in the Preliminary
Statement.
"Original Mortgage Loan" shall have the meaning assigned thereto ill the
Preliminary Statement.
"Original Note" shall have the meaning assigned thereto ill the Preliminary
Statement.
"P&I Advance" shall mean any advance of delinquent payments of principal
and/or interest made with respect to either Mortgage Loan or any REO Property by, and
reimbursable to, any Servicer or any other party under a Servicing Agreement or a Securitization
Agreement.
"Person" shall mean any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
"Prepayment Premium" shall mean any premium, fee or charge paid or payable,
as the context requires, by the Borrower under the Loan Documents in connection with a
voluntary or involuntary principal prepayment.
"Pro Rata and Pari Passu Basis" shall mean, with respect to the Mortgage Loans
and the Lenders, the allocation of any particular payment, collection, cost, expense, liability or
other amount among such Mortgage Loans or such Lenders, as the case may be, without any
priority of either such Mortgage Loan or either such Lender over the other Mortgage Loan or the
other Lender, as the case may be, and in any event such that each of the Mortgage Loans or the
Lenders, as the case may be, is allocated its Allocable Share of such particular payment,
collection, cost, expense, liability or other amount.
"Primary Servicing Office" shall mean the offices of any Servicer that are
primarily responsible for such party's servicing obligations under the Servicing Agreement then
in effect.
"Qualified Trustee" shall mean either (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state
or the United States of America, authorized under such laws to exercise corporate trust powers
and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000
and subject to supervision or examination by federal or state authority, (ii) an institution insured
by the Federal Deposit Insurance Corporation or (iii) an institution whose long-term senior
unsecured debt is rated in either of the then in effect top two rating categories of each of the
Rating Agencies.
"Rating Agency" shall mean S&P or any other nationally recognized statistical
rating organization that has assigned a rating to any Related MBS.
704230-3
"Regulation AB" shall mean Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. 229.1100-229.1123, as such may be amended from time to time,
and subject to such clarification and interpretation as have been provided by the Securities and
Exchange Commission in the adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Securities and
Exchange Commission, or as may be provided by the Securities and Exchange Commission or
its staff from time to time.
"Reinstatement Distribution" shall have the meaning assigned thereto m
Section 6.08.
"Related Grantor Trust" shall mean any Grantor Trust that holds either Mortgage
Loan (or any portion thereof or any specified collections thereon) or, after it has become REO
Property, the Mortgaged Property or any interest therein.
"Related MBS" shall mean any mortgage-backed securities that are backed or
secured, in whole or in part, by either Mortgage Loan or any Note A Portion or by the Mortgaged
Property or any interest therein after the Mortgaged Property has become REO Property.
"Related REMIC Pool" shall mean any REMIC that holds either Mortgage Loan
(or any portion thereof or any specific collections thereon) or, after it has become REO Property,
the Mortgaged Property or any interest therein, as an asset.
"Related Securitization Trust" shall mean any trust (including a common law trust
or a statutory trust) that holds either Mortgage Loan (or any portion thereof or any specified
collections thereon) or, after it has become REO Property, the Mortgaged Property or any
interest therein, as an asset in connection with the issuance of a series of Related MBS.
"REMIC" shall mean a "real estate mortgage investment conduit" as defined in
Section 860D of the Code.
"REMIC Provisions" shall mean the provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
temporary and fmal Treasury regulations and any published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.
"Remittance Date" shall mean, with respect to each Mortgage Loan, the date
during each calendar month, commencing in September 2007, on which, among other things, the
Master Servicer is required to make remittances to or at the direction of the related Lender,
pursuant to Section 4.01, which date shall be the first Business Day following the Determination
Date in such calendar month.
"REO Property" shall mean a status attributed to the Mortgaged Property if it is
acquired on behalf and in the name of the Lenders or their designee through foreclosure,
acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of the Mortgage Loans.
704230-3
"Reorganization Proceeding" shall have the meaning assigned thereto m
Section 6.08.
"Re12lacement A-1 Notes" shall have the meaning assigned thereto in
Section 6.15.
"Re12lacement A-2 Notes" shall have the meaning assigned thereto m
Section 6.15.
"Re12lacement Note" shall mean any Replacement A-1 Note or Replacement A-2
Note.
"Required S12ecial Servicer Rating"/shall mean (i) in the case of Fitch, Inc., a
rating of "CSS3", (ii) in the case of S&P, such special servicer is on S&P's Select Servicer List
as a U.S. commercial mortgage special servicer, and (iii) in the case of Moody's, such special
servicer is acting as special servicer in a commercial mortgage loan securitization that was rated
by Moody's within the twelve (12) month period prior to the date of determination, and Moody's
has not downgraded or withdrawn the then-current rating on any class of commercial mortgage
securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage securities.
"Reserve Funds" shall mean any amounts delivered by the Borrower to be held by
or on behalf of the Lenders representing reserves for repairs, capital improvements and/or
environmental remediation in respect of the Mortgaged Property.
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and its successors.
"Securitization" shall mean a Note A-1 Securitization or a Note A-2
Securitization, as applicable.
"Securitization Agreement" shall mean the agreement or, collectively, the
agreements pursuant to which either or both of the Mortgage Loans are included as part of a
Securitization.
"Securitization Date" shall mean the date on which a Securitization IS
consummated.
"Securities Act" shall have the meaning assigned to such term in Section 6.13.
"Series 2007 -C6 Master Servicer" shall mean Wachovia Bank, National
Association or any successor master servicer appointed as provided in the Series 2007 -C6
Pooling and Servicing Agreement.
"Series 2007-C6 Pooling and Servicing Agreement" shall mean that certain
Pooling and Servicing Agreement dated as of August 13, 2007, between the Depositor, the
Series 2007-C6 Trustee, the Series 2007-C6 Master Servicer and the Series 2007-C6 Special
704230-3
Servicer, relating to the LB-UBS Commercial Mortgage Trust 2007-C6, Commercial Mortgage
Pass-Through Certificates, Series 2007 -C6.
"Series 2007 -C6 Special Servicer" shall mean Midland Loan Services Inc., or any
successor special servicer appointed with respect to the Mortgage Loans or the Mortgaged
Property if it becomes an REO Property as provided in the Series 2007-C6 Pooling and Servicing
Agreement.
"Series 2007 -C6 Trustee" shall have the meaning assigned thereto in the
Preliminary Statement, and shall included any successor trustee appointed as provided in the
Series 2007-C6 Pooling and Servicing Agreement.
"Servicer" shall mean, as of any date of determination, any Master Servicer or
Special Servicer then responsible for the servicing and administration of the Mortgage Loans or
any REO Property, for the benefit of the Lenders, pursuant to the Applicable Servicing
Agreement.
"Servicing Advances" shall mean any servicing advance or property protection
advance with respect to either Mortgage Loan or any successor REO Property by, and
reimbursable to, any Servicer or any other party under the Applicable Servicing Agreement or
hereunder, including; without limitation, any "Servicing Advance", as such term is defined under
any Applicable Servicing Agreement.
"Servicing shall mean, as of any date of determination, any
agreement then governing the servicing and administration of the Mortgage Loans and any REO
Property for the benefit of the Lenders.
"Servicing File" shall mean, collectively, any and all documents (other than
documents required to be part of the Mortgage File, except as provided in this definition) in the
possession of the Servicer(s) and relating to the origination and servicing of the Mortgage Loans,
including, without limitation, any original letter of credit (together with any transfer or
assignment documents related thereto), appraisals, surveys, engineering reports, environmental
reports, opinions of counsel to the Borrower, escrow agreements, property management
agreements and copies of either Note that does not constitute part of the Mortgage File.
"Servicing Standard" shall mean the standard of care that is to be applied by any
Applicable Servicer in servicing and administering the Mortgage Loans, the Mortgaged Property
and any REO Property, as set forth in the Applicable Servicing Agreement.
"Special Servicer" shall mean: (a) for so long as the Mortgage Loans or any REO
Property are serviced and administered in accordance with the Series 2007-C6 Pooling and
Servicing Agreement, the Series 2007-C6 Special Servicer; and (b) if and for so long as the
Mortgage Loans or any REO Property are serviced and administered in accordance with any
successor Servicing Agreement, the special servicer under such successor Servicing Agreement,
which servicer shall be the party responsible under the Applicable Servicing Agreement for
servicing and administering the Mortgage Loans following, among other things, the occurrence
of a material default and for ad;ministering the Mortgaged Property if it becomes an REO
Property.
704230-3
"Specially Serviced Mortgage Loan" shall mean a status attributed to each
Mortgage Loan when, in accordance with the Applicable Servicing Agreement, it is to be
serviced and administered by the Special Servicer instead of the Master Servicer.
"Trustee" shall mean: (a) for so long as the Mortgage Loans or any REO
Property are serviced and administered in accordance with the Series 2007 -C6 Pooling and
Servicing Agreement, the Series 2007-C6 Trustee; and (b) if and for so long as the Mortgage
Loans or any REO Property are serviced and administered in accordance with any successor
Servicing Agreement, the trustee, if any, under such successor Servicing Agreement.
"Workout Action" shall mean any amendment, waiver, modification or
forbearance granted or agreed to, or other action taken, by or on behalf of a Lender with a view
towards recovering delinquent amounts due in respect of, or otherwise resolving a default under,
either Mortgage Loan, exclusive of an Enforcement Action.
Section 1.02. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
(i) the terms defined in this Agreement include the plural as well as
the singular, and the use of any gender herein shall be deemed to include the other
gender;
(ii) accounting terms not otherwise defmed herein have the meanings
assigned to them in accordance with generally accepted accounting principles;
(iii) references herein to "Articles", "Sections", "Subsections",
"Paragraphs" and other subdivisions without reference to a document are to designated
Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a Section is
a reference to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other subdivisions;
(v) the words "herein" "hereof' "hereunder" "hereto" "hereby" and
' ' ' '
other words of similar import refer to this Agreement as a whole and not to any particular
provision; and
(vi) the terms "include" or "including" shall mean without limitation
by reason of enumeration.
Section 1.03. Interpreting this Agreement and the Loan Agreement.
(a)
Loan Agreement.
The Mortgage Loans shall collectively constitute the "Loan" under the
704230-3
(b) Note A-1 and Note A-2 shall collectively constitute the ''Note" under
Section 2.1.3 of the Loan Agreement.
704230-3
ARTICLE II
RETENTION OF LOAN DOCUMENTS; REPRESENTATIONS AND WARRANTIES
Section 2.01. Relative Rights of the Lenders
This Agreement shall govern the relative rights of the Lenders to receive
payments and otherwise take action with respect to their respective Mortgage Loans. Neither
Lender shall in any way be responsible or liable to the other Lender with respect to any amounts
received by such Lender in respect of its Mortgage Loan in accordance with this Agreement.
Section 2.02. Delivery and Retention of Note A-2; Delivery and Retention of
Mortgage File (Exclusive ofNote A-2); Record T i t l ~ .
(a) The Note A-2 Lender hereby acknowledges possession of an original of its
related Note A-2. The Note A-2 Lender shall retain its Note, but such Lender shall make its
Note available to the Applicable Servicer, upon request, for purposes of servicing the related
Mortgage Loan.
(b) The Note A-1 Lender hereby acknowledges possession of the Mortgage
File (exclusive of the original of Note A-2). The Note A-1 Lender shall, subject to the terms of
this Agreement and the Applicable Servicing Agreement, segregate and maintain continuous
custody of all documents with respect to the Mortgage Loans constituting the Mortgage File
(exclusive of the original of Note A-2); provided that the Note A-1 Lender may make any or all
such documents with respect to the Mortgage Loans available to the Applicable Servicer, upon
request, for purposes of servicing the Mortgage Loans; and provided, further, that the Note A-1
Lender may otherwise release custody of the Mortgage File and any such documents with respect
to the Mortgage Loan to the extent that it deems it necessary or appropriate to do so in order to
protect the rights or interests of either Lender; and provided, further, that the Note A-1 Lender
may, at its expense, appoint a third-party custodian to retain, on behalf of and in trust for the
Lenders, the Mortgage File and any such documents with respect to the Mortgage Loans. Any
such custodian so appointed by the Note A -1 Lender shall be a depository institution supervised
and regulated by a federal or state banking authority and shall have combined capital and surplus
of at least $10,000,000. The Note A-1 Lender shall ensure that the related custodial agreement
prohibits the release of any documents held by a custodian appointed by it with respect to the
Mortgage Loans, except: (i) in accordance with, or consistent with, the Applicable Servicing
Agreement; (ii) with the consent of each Lender; (iii) under the same circumstances that the
Note A-1 Lender would be permitted to release custody of such documents; (iv) to the Note A-1
Lender following the resignation or termination of such custodian; and (v) in connection with the
Note A-1 Securitization.
(c) The Note A-1 Lender will not, except as and to the extent contemplated by
the agreements governing the Note A-1 Securitization, be under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the represented purpose or
that they are other than what they purport to be on their face. Furthermore, the Note A-1 Lender
704230-3
will not, except as and to the extent contemplated by the agreements governing the Note A-1
Securitization, have any responsibility for determining whether the text of any assignment or
endorsement is in proper or recordable form, whether the requisite recording of any document is
in accordance with the requirements of any applicable jurisdiction, or whether a blanket
assignment is permitted in any applicable jurisdiction.
(d) Upon the transfer of the Note A-1 Mortgage Loan (or the applicable
Note A-1 Portion) in connection with the Note A-1 Securitization, the Series 2007-C6 Trustee
shall be vested with all of the specific rights and obligations of "Note A-1 Lender" hereunder.
Lehman, as original lender, shall execute and deliver any and all assignments and other transfer
documents (in recordable form, if applicable) that are necessary to transfer the Loan Documents
(exclusive of the original of Note A-2) to the Series 2007-C6 Trustee or that are otherwise
required under the related mortgage loan purchase agreement, the Servicing Agreement(s) and/or
the SecUritization Agreement for the Note A-1 Securitization. Thereafter, the Note A-1 Lender
shall be the mortgagee of record on behalf of the Lenders and shall not, in its capacity as
mortgagee of record, take any action not expressly permitted hereunder that would impair the
rights of the other Lender. Each successor Note A-1 Lender may, at its option: (i) complete any
and all assignments and other transfer documents delivered to it by the predecessor Note A-1
Lender in such manner as to reflect that it is the mortgagee/beneficiary under the Loan
Documents (exclusive of the Notes) on behalf of the Lenders; and (ii) record or file, as
applicable, any such assignments and/or transfer documents that are appropriate to be recorded
or filed, as the case may be, in the appropriate public office for such purposes.
Section 2.03. Delivery of Servicing File, Escrow Payments and Reserve Funds to
the Master Servicer.
Each Lender shall deliver to the Master Servicer or such other Person as may be
directed by the Master Servicer (at each Lender's own expense) on or before the date hereof, to
be held by the Master Servicer in trust for the benefit of the Lenders, such other relevant
documents and records that: (A) relate to the administration or servicing of such Mortgage Loan,
(B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage
Loans by the Master Servicer in connection with its duties under the Applicable Servicing
Agreement, and (C) are in the possession or under the control of such Lender, together with all
unapplied Escrow Payments and Reserve Funds in the possession of such Lender that relate to
the Mortgage Loans; provided that neither Lender shall be required to deliver any draft
documents, privileged or other communications, credit underwriting or due diligence analyses,
credit committee briefs or memoranda or other internal approval documents or data or internal
worksheets, memoranda, communications or evaluations.
Section 2.04. Representations, Warranties and Covenants of the Lenders.
(a) Each Lender hereby represents, warrants and covenants to the other party
hereto, as of the date hereof, that:
(i) Such Lender is duly organized, validly existing and m good
standing under the laws of the jurisdiction of its organization.
704230-3
(ii) The execution and delivery of this Agreement by such Lender, and
the performance and compliance with the terms of this Agreement by such Lender, will
not violate such Lender's organizational documents or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which such Lender is a party
or which is applicable to it or any of its assets.
(iii) Such Lender has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and binding obligation of
such Lender, enforceable against such Lender in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity
or at law.
(v) Such Lender is not in violation of, and its 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, any order or decree of any court or arbiter, or,
to such Lender's knowledge, any order, regulation or demand of any federal, state or
local governmental or regulatory authority, which violation, in such Lender's good faith
and reasonable judgment, is likely to affect materially and adversely either the ability of
such Lender to perform its obligations under this Agreement or the financial condition of
such Lender.
(vi) No litigation is pending or, to the best of such Lender's
knowledge, threatened against such Lender that, if determined adversely to such Lender,
would prohibit such Lender from entering into this Agreement or that, in such Lender's
good faith and reasonable judgment, is likely to materially and adversely affect either the
ability of such Lender to perform its obligations under this Agreement or the financial
condition of such Lender.
(vii) . Any consent, approval, authorization or order of any court or
governmental agency or body required under federal or state law for the execution,
delivery and performance by such Lender of or compliance by such Lender with this
Agreement or the consummation of the transactions contemplated by this Agreement has
been obtained and is effective except where the lack of consent, approval, authorization
or order would not have a material adverse effect on the performance by such Lender
under this Agreement.
(viii) Such Lender is not an Affiliate ofthe Borrower.
704230-3
(ix) Such Lender has not dealt with any broker, investment banker,
agent or other Person that may be entitled to any commission or compensation in
connection with the purchase of its Note from Lehman.
(b) The representations, warranties and covenants of each Lender set forth in
Section 2.04(a) shall survive the execution and delivery of this Agreement and shall inure to the
benefit of the other Lender for so long as this Agreement remains in effect. Each successor
Lender, upon becoming a Lender, shall be deemed to have made the representations, warranties
and covenants set forth in Section 2.04Ca). Upon discovery by either Lender of any breach of
any of such representations, warranties and covenants, the Lender discovering such breach shall
give prompt written notice thereof to the other Lender.
Section 2.05. Independent Analysis of Each Lender.
Each Lender acknowledges that it has, independently and without reliance upon
representations made or information furnished by the other Lender, and based on such
documents and information as such Lender has deemed appropriate, made its own credit analysis
and decision to make or purchase its Mortgage Loan. Each Lender acknowledges that the other
Lender has not made any representations or warranties with respect to the Mortgage Loans, the
Mortgaged Property or the Borrower, and that neither of the Lenders shall have any
responsibility for (i) the collectability of the Mortgage Loans, (ii) the validity, enforceability or
legal effect of any of the Loan Documents or the title insurance policy or policies or any survey
furnished or to be furnished to the originators in connection with the origination of the Mortgage
Loans, (iii) the validity, sufficiency or effectiveness of the lien created or to be created by the
Loan Documents, or (iv) the financial condition of the Borrower. Subject to the provisions of
Article IV, each Lender assumes all risk of loss in connection with its Mortgage Loan from the
failure or refusal of the Borrower to pay interest, principal or other amounts due under the
Mortgage Loans, defaults by the Borrower under the Loan Documents or the unenforceability of
any of the Loan Documents, for reasons other than negligence, willful misconduct or breach of
this Agreement by the other Lender.
Section 2.06. Notes Not Securities.
Each Lender acknowledges and agrees that the Notes are not securities for
purposes of federal and state securities laws.
704230-3
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 3.01. General Servicing Matters.
(a) The Note A-1 Lender, on behalf of both Lenders, is authorized to, and
shall, engage one or more Servicers, pursuant to one or more Servicing Agreements, for purposes
of servicing and administering the Mortgage Loans and any REO Property from time to time;
provided, that (1) the Series 2007-C6 Pooling and Servicing Agreement shall be the initial
Applicable Servicing Agreement and (2) the Series 2007 -C6 Master Servicer and the
Series 2007 -C6 Special Servicer shall be the initial Servicers with respect to the Mortgage
Loans; and provided, further, that, if the Series 2007 -C6 Pooling and Servicing Agreement is
terminated and no longer constitutes the Applicable Servicing Agreement (including because
neither any portion of the Note A-1 Mortgage Loan nor any REO Property is an asset of a
Related Securitization Trust in respect of a Note A-1 Securitization), then, unless the Note A-2
Lender otherwise consents in writing, which consent shall not be unreasonably withheld, any
new Servicing Agreement(s) negotiated by the Note A-1 Lender shall: (i) not be materially
inconsistent with this Agreement, (ii) require the Servicer(s) thereunder to service and administer
the Mortgage Loans and any REO Property in accordance with (A) any and all applicable laws,
(B) the express terms of this Agreement (and any other related intercreditor agreement), the
Applicable Servicing Agreement and the respective Mortgage Loans, and (C) to the extent
consistent with the foregoing, a Servicing Standard that (x) is substantially the same as the
"Servicing Standard" under the Series 2007-C6 Pooling and Servicing Agreement and
(y) provides that, following default, such servicing and administration of the Mortgage Loans
shall be with a view to the maximization of recovery on the Mortgage Loans to the Lenders (as a
collective whole) of principal and interest, including the Balloon Payment, on a present value
basis, (iii) provide for the establishment of accounts in respect of the Mortgage Loans and the
Mortgaged Property substantially the same as those provided for in the Series 2007-C6 Pooling
and Servicing Agreement and for the making of deposits to and withdrawals from such accounts
consistent with the provisions of the Series 2007 -C6 Pooling and Servicing Agreement,
(iv) provide for standard CMSA reporting, (v) provide for "events of default" on the part of the
subject Servicer(s), and for rights on the part of the Lenders in .respect thereof, substantially
similar to those provided for in the Series 2007-C6 Pooling and Servicing Agreement,
(vi) contain requirements regarding when and what type of appraisals are to be obtained with
respect to the Mortgaged Property and provisions regarding the calculation of Appraisal
Reduction Amounts that are substantially similar to the corresponding requirements and
provisions in the Series 2007-C6 Pooling and Servicing Agreement, (vii) provide for the making
and reimbursement (with interest) of Advances with respect to the Mortgage Loans and/or any
REO Property in a manner substantially similar to the making and reimbursement (with interest)
of Advances with respect thereto in the Series 2007-C6 Pooling and Servicing Agreement so
long as either Mortgage Loan is included in a securitization, (viii) provide for the Mortgage
Loans to be Specially Serviced Mortgage Loans under circumstances substantially similar to
those set forth in the Series 2007-C6 Pooling and Servicing Agreement, (ix) otherwise recognize
the respective rights and obligations of the Lenders hereunder, including with respect to the
making of payments to the Lenders in accordance with Article IV, the rights of the Directing
Lender pursuant to Section 3.02(a), (x) if any of the Mortgage Loans or any REO Property is
704230-3
held by a REMIC, provide for the servicing and administration of the Mortgage Loans and any
REO Property in a manner, and contain such prohibitions on the Master Servicer's and Special
Servicer's respective actions, as would avoid an Adverse REMIC Event, and (xi) designate the
Note A-2 Lender as a third-party beneficiary thereunder; and provided, further, that, prior to
entering into any Servicing Agreement(s) (other than the Series 2007-C6 Pooling and Servicing
Agreement) with respect to the Mortgage Loans and/or any REO Property, the Note A-1 Lender
shall obtain and provide to the Note A-2 Lender written confirmation from each applicable
Rating Agency that the servicing and administration of the Mortgage Loans and/or any REO
Property under such new Servicing Agreement(s) will not result in an Adverse Rating Event with
respect to any Related MBS, except that such confirmation shall not be required from any
particular Rating Agency with respect to a new Servicing Agreement entered into with respect to
the Note A-1 Securitization if one or more classes of the securities issued in connection with
such Note A-1 Securitization is (are) rated by such Rating Agency.
The servicing agreement(s) for the Note A-1 Securitization shall provide that, if at
any time neither any portion of the Note A-1 Mortgage Loan nor any REO Property or interest
therein is an asset of a Related Securitization Trust in respect of such Note A-1 Securitization,
and if a separate Servicing Agreement with respect to the Mortgage Loans or any REO Property,
as applicable, has not been entered into in accordance with the preceding paragraph (including
by reason of the Note A-1 Lender's failure to obtain any rating confirmation required pursuant to
the third proviso of the second preceding paragraph), then, until such time as a separate
Servicing Agreement is entered into in accordance with the second preceding paragraph, and
notwithstanding that neither the Note A-1 Mortgage Loan (in whole or in part) nor any REO
Property or interest therein is an asset of such Related Securitization Trust, the Lenders hereby
acknowledge and agree that the master servicer and, if applicable, the special servicer for such
Note A-1 Securitization shall continue to service and administer the Mortgage Loans and/or any
REO Property, for the benefit of the Lenders, under the servicing agreement(s) for such
Note A-1 Securitization as if the Mortgage Loans or any REO Property were the sole assets
subject thereto, with any references in such servicing agreement(s) to (i) the Related
Securitization Trust in respect of such Note A-1 Securitization, (ii) the trustee for such Related
Securitization Trust, (iii) the Related MBS in respect of such Note A-1 Securitization, (iv) the
holders of such Related MBS (or any sub-group thereof), or (v) any representative of such
holders (or any sub-group thereof), all being construed to refer to the Note A-1 Lender.
Notwithstanding anything herein to the contrary, if at any time neither the Note A-1 Mortgage
Loan (in whole or in part) nor any REO Property or interest therein is an asset of the Related
Securitization Trust for the Note A-1 Securitization, the Note A-1 Lender will not be obligated to
make backup Servicing Advances if any Servicer fails to make such Servicing Advances under
the Applicable Servicing Agreement.
(b) The Lenders hereby acknowledge that all serv1crng rights and
responsibilities with respect to the Mortgage Loans and any REO Property shall be governed by
the Servicing Agreement(s) in effect from time to time. Neither Lender may directly service and
administer the Mortgage Loans or any REO Property, including the taking of any Enforcement
Action or Workout Action or exercising rights in any Insolvency Proceeding, unless (consistent
with this Agreement) it is acting as the Applicable Servicer under the Applicable Servicing
Agreement then in effect, or unless such Lender has obtained the written consent of the other
Lender. Neither Lender shall take or institute any action that would, directly or indirectly,
704230-3
interfere with or delay the performance of any Servicer of its duties and obligations with respect
to the Mortgage Loans and/or any REO Property under a Servicing Agreement. Without limiting
the generality of the foregoing, in the event of a bankruptcy or insolvency of the Borrower,
neither Lender shall object to or oppose any efforts by the Applicable Servicer to obtain relief
from the automatic stay under Section 362 of the Bankruptcy Code or to seek to cause the
Borrower's bankruptcy estate to abandon the Mortgaged Property (or any portion thereof) that is
subject to the Mortgage.
(c) The Lenders hereby agree that neither Lender shall cause or permit, except
as provided in the Applicable Servicing Agreement, any Servicer to modify or amend any of the
Loan Documents if the effect of such modification or amendment would:
(i)
Mortgage Loan;
(ii)
increase the interest rate payable on amounts due pursuant to either
increase the original principal amount of either Mortgage Loan; or
(iii) change the maturity of either Mortgage Loan, without a
corresponding change in maturity of the other Mortgage Loans;
provided that, (x) where there is more than one Note A-1 Portion representing in the aggregate
Note A-1, the reference to "interest rate" in clause (i) of this sentence shall mean, with respect to
the Note A-1 Mortgage Loan, a weighted average interest rate equal to the weighted average of
the interest rates on all of the Note A-1 Portions, and the reference to "maturity" in clause (iii) of
this sentence means the latest maturity on the Note A-1 Portions, and (y) where there is more
than one Note A-2 Portion representing in the aggregate Note A-2, the reference to "interest rate"
in clause (i) of this sentence shall mean, with respect to the Note A-2 Mortgage Loan, a weighted
average interest rate equal to the weighted average of the interest rates on all of the Note A-2
Portions, and the reference to "maturity" in clause (iii) of this sentence means the latest maturity
on the Note A-2 Portions.
Furthermore, the Lenders agree that neither Lender shall cause or permit, and no
Servicing Agreement shall allow, any Servicer to modify, amend or waive any of the payment
terms of the Mortgage Loans unless such modification, waiver or amendment is structured so as
to be consistent with the allocation and payment priorities set forth in the Loan Documents and
this Agreement, such that neither Lender shall gain a priority over the other Lender with respect
to any payment which priority is not, as of the date of this Agreement, reflected in the Loan
Documents and this Agreement. In connection with the foregoing, the Lenders agree that, to the
extent consistent with the Servicing Standard, any waiver, reduction, deferral or other change of
any particular amounts due under the Mortgage Loans, any reduction or other change of the
Applicable Interest Rate, shall be effected as between the Lenders on a Pro Rata and Pari Passu
Basis as regards the economic effects thereto. Notwithstanding anything to the contrary
contained herein, in the event that, consistent with the foregoing, there is a modification,
extension, waiver or amendment of the payment terms of either Mortgage Loan (in accordance
with the Applicable Servicing Agreement and this Agreement and in connection with a default or
a reasonably foreseeable default) such that: (i) the principal balance of such Mortgage Loan is
reduced, (ii) the Applicable Interest Rate of the Notes is reduced, (iii) payments of interest or
704230-3
principal on the Notes are waived, reduced or deferred, or (iv) any other adjustment is made to
any of the payment terms of either such Mortgage Loan, all payments (reflecting the terms of
any such reduction, waiver, deferral or other adjustment referred to in clauses (i) through (iv)
above) to the Lenders, constituting principal of, interest at the Applicable Interest Rate on, or
Prepayment Premiums on, the Mortgage Loans shall continue to be made in accordance with the
allocation and payment priorities set forth in the Loan Documents and this Agreement as in
effect on the date hereof. Notwithstanding anything contained herein to the contrary, any of the
actions referred to in the immediately preceding clauses (i) through (iv) shall be effected as
between the Lenders on a Pro Rata and Pari Passu Basis as regards the economic effects thereto.
(d) The Lenders further acknowledge that, in any Insolvency Proceeding, the
Applicable Servicer shall (i) file a proof of claim in respect of the Lenders' claims against the
Borrower, (ii) have the exclusive right to exercise any voting rights in respect of the claims of the
Lenders against the Borrower and (iii) otherwise represent the Lenders in such Insolvency
Proceeding. Neither Lender shall (except through the Applicable Servicer and pursuant to the
Applicable Servicing Agreement) acquiesce, petition or otherwise invoke or cause any other
Person to invoke an Insolvency Proceeding with respect to the Borrower or seek to appoint a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect
to the Borrower or all or any part of its property or assets or ordering the winding-up or
liquidation of the affairs of the Borrower. In addition, neither Lender shall (except through the
Applicable Servicer and pursuant to the Applicable Servicing Agreement) make any election,
give any consent, commence any action or file any motion or take any other action in any case
by or against the Borrower under the Bankruptcy Code. The Lenders shall jointly appoint the
Special Servicer as their agent, and grant to the Special Servicer an irrevocable power of attorney
coupled with an interest, and their proxy, for the purpose of exercising any and all rights and
taking any and all actions available to the Lenders in connection with any case by or against the
Borrower under the Bankruptcy Code, including the right to vote to accept or reject a plan, to
make any election under Section 1111 (b) of the Bankruptcy Code with respect to the Mortgage
Loans and to file a motion to modify the automatic stay with respect to the Mortgage Loans.
(e) Notwithstanding anything contained herein to the contrary, neither Lender
shall cause the Applicable Servicer to, without the other applicable Lender's written consent:
(i) initiate . any action, suit or proceeding solely under such other Lender's name without
indicating the Applicable Servicer's representative capacity; or (ii) take any action with the
intent to cause, and that actually causes, such other Lender to be registered to do business in any
state. The Lenders shall execute, acknowledge and deliver to the Applicable Servicer all such
further deeds, conveyances and instruments as may be reasonably necessary for the better
assuring and evidencing of the foregoing appointment and grant.
(f) If either Mortgage Loan or any portion thereof or any particular payments
thereon are included in a REMIC or a Grantor Trust, then neither Lender shall knowingly cause
or permit any Servicer to take any action that would result in an Adverse REMIC Event or an
Adverse Grantor Trust Event, as the case may be.
(g) The Lenders hereby agree to furnish to each Applicable Servicer such
reports, certifications and information as are reasonably requested by such Applicable Servicer to
enable it to perform its duties under the Applicable Servicing Agreement.
704230-3
(h) Each Lender agrees that any Securitization Agreement related to a
Securitization involving a Mortgage Loan and/or a Note A Portion shall provide that the Master
Servicer and Special Servicer shall have the right to be reimbursed from general collections of
the Related Securitization Trust for any Servicing Advance and related Advance Interest made
with respect to the Mortgage Loans or the Mortgaged Property that is determined to be
nomecoverable out of collections on the Mortgage Loans and/or any REO Property.
Furthermore, each such Securitization Agreement shall provide that the Master Servicer and the
Special Servicer are each a third-party beneficiary.
Section 3.02. Certain Powers of the Directing Lender.
(a) Subject to Section 3.01(b), Section 3.01(c) and Section 3.02(b), the
Directing Lender will be entitled to advise the Applicable Servicer with respect to the following
actions of the Applicable Servicer; and, further subject to Section 3.02Cb), the Applicable
Servicing Agreement shall not permit the Applicable Servicer to take (or, in the case of the
Special Servicer, if and when appropriate under the Applicable Servicing Agreement, to consent
to the Master Servicer's taking) any of the following actions unless and until it has notified each
Lender in writing and the Directing Lender has not objected in writing within 30 days of the
Lenders having been notified thereof and having been provided with all reasonably requested
information with respect thereto (it being understood and agreed that if such written objection
has not been received by the Applicable Servicer within such 30 day period, then the Directing
Lender's approval will be deemed to have been given):
(i) any foreclosure upon or comparable conversion (which may
include acquisition as REO Property) of the ownership of the Mortgaged Property
securing a Specially Serviced Mortgage Loan;
(ii) any modification, extension, amendment or waiver of a monetary
term (including the timing of payments, but excluding the waiver of default charges) or
any material non-monetary term (including any material term relating to insurance) of a
Specially Serviced Mortgage Loan;
(iii) any proposed sale of a Mortgaged Property after it becomes an
REO Property for less than the then unpaid principal balance of the Mortgage Loans,
together with all accrued and unpaid interest thereon, plus any other amounts then due
and owing under the Mortgage Loan and the Applicable Servicing Agreement;
(iv) any acceptance of a discounted payoff with respect to a Specially
Serviced Mortgage Loan;
(v) any determination to bring the Mortgaged Property if it secures a
Specially Serviced Mortgage Loan or the Mortgaged Property after it becomes an REO
Property into compliance with applicable environmental laws or to otherwise address
Hazardous Materials located at such Mortgaged Property;
(vi) any release of collateral for a Specially Serviced Mortgage Loan
other than in accordance with the terms of, or upon satisfaction of, such Mortgage Loan;
704230-3
(vii) any acceptance of substitute or additional collateral for a Specially
Serviced Mortgage Loan (other than in accordance with the terms of such Specially
Serviced Mortgage Loan);
(viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause
with respect to a Mortgage Loan;
(ix) any acceptance of an assumption agreement releasing a Borrower
from liability under a Mortgage Loan, and
(x) acceptance of a change in the property management company with
respect to a Mortgage Loan;
provided that, in the event that the Applicable Servicer determines that immediate action is
necessary to protect the interests of the Lenders (as a collective whole), the Applicable Servicer
may take (or, in the case of the Special Servicer, if and when appropriate under the Applicable
Servicing Agreement, may consent to the Master Servicer's taking) any such action without
waiting for the Directing Lender's response.
The Lenders hereby acknowledge that, if the Directing Lenders (or their
designees) have not executed a mutual written consent to a course of action that satisfies
Section 3.01(b), Section 3.01(c) and Section 3.02(b) of this Agreement with respect to one of the
foregoing servicing actions within 30 days (or such shorter period as may be required by the
Loan Documents to the extent the lender's approval is required) of the Lenders having been
notified of the proposed action or inaction and having been provided with all reasonably
requested information with respect thereto, then the Master Servicer or the Special Servicer, as
applicable, shall implement such servicing action or inaction (subject to Section 3.01(c) and
Section 3.02(b) of this Agreement) that it deems to be in accordance with the Servicing Standard
and, in such event, the decision of the Master Servicer or the Special Servicer, as applicable,
shall be binding on all of the Lenders. Each Lender further agrees that each other Lender may
consult separately with the Master Servicer or the Special Servicer, as applicable, with regard to
one of the foregoing servicing actions in this Section 3.02(a). The Lenders further acknowledge
that any agreement, consent or advice by or from the Directing Lenders pursuant to this
Section 3.02 shall be evidenced solely by a written instrument executed by a responsible officer
of each Lender that constitutes one of the Directing Lenders, and the Master Servicer or Special
Servicer, as applicable, shall be entitled to rely on such written instrument and, in the absence of
such written consent or agreement (regarding a course of action that satisfies Section 3.01(b),
Section 3.01(c) and Section 3.02(b)) within the time period specified therefor, shall be permitted
to implement such servicing action or inaction (subject to Section 3.01(c) and Section 3.02(b) of
this Agreement) that it deems to be in accordance with the Servicing Standard.
The Lenders further acknowledge that pursuant to the Applicable Servicing
Agreement, the Note A-1 Lender or its designee shall have the right to appoint and replace the
Special Servicer; provided, that the Applicable Servicing Agreement shall provide that, prior to
the replacement of the Special Servicer by the Note A-1 Lender or its designee pursuant to the
Applicable Servicing Agreement, the Note A-1 Lender or its designee desiring to effect such
replacement shall obtain written confirmation from each applicable Rating Agency that the
704230-3
replacement of the Special Servicer with the applicable proposed special servicer will not result
in an Adverse Rating Event with respect to any Related MBS backed or secured by a Mortgage
Loan.
The Lenders further acknowledge that, in addition to the Note A-1 Lender's rights
set forth in the preceding paragraph of this Section 3.02(a): (1) the Note A-2 Lender may
terminate the existing Special Servicer, with respect to and solely with respect to the Mortgage
Loans, with or without cause, and appoint a successor to any Special Servicer, with respect to
and solely with respect to, the Mortgage Loans, that has resigned or been terminated, and (2) the
Note A-1 Lender or its designee cannot terminate a Special Servicer appointed by the Note A-2
Lender with respect to the Mortgage Loans, without cause; provided that any such replacement
of the Special Servicer by the Note A-2 Lender or its designee shall be subject to the terms and
conditions of the Applicable Servicing Agreement, including, without limitation, the requirement
that the Note A-2 Lender or its designee desiring to effect such replacement deliver to the
Trustee (i) written confirmation from each applicable Rating Agency that the replacement of the
Special Servicer with the applicable proposed Special Servicer will not result in an Adverse
Rating Event with respect to any Related MBS backed or secured by a Mortgage Loan, (ii) the
written agreement of the proposed Special Servicer to be bound by the terms and conditions of
the Applicable Servicing Agreement, and (iii) an opinion of counsel regarding, among other
things, the enforceability of the Applicable Servicing Agreement against the proposed Special
Servicer.
In addition, subject to Section 3.01(b), Section 3.01Cc) and Section 3.02(b), upon
notice to the other Lender, the Directing Lender may direct the Applicable Servicer to take, or to
refrain from taking, such actions as the Directing Lender may deem consistent with this
Agreement or as to which provision is otherwise made herein. The Applicable Servicer shall be
required to provide the Directing Lender, upon reasonable request, with any information in the
Applicable Servicer's possession with respect to such matters, including, without limitation, its
reasons for determining to take a proposed action.
(b) Notwithstanding anything herein to the contrary, no advice, direction or
objection from or by the Directing Lender, as contemplated by Section 3.02(a), may (and the
Applicable Servicer shall ignore and act without regard to any such advice, direction or objection
that the Applicable Servicer has determined, in its reasonable, good faith judgment, will)
cause or permit the Applicable Servicer to violate any provision of this Agreement or the
Applicable Servicing Agreement (including the Applicable Servicer's. obligation to act in
accordance with the Servicing Standard), the Loan Documents or applicable law or result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. Furthermore, the Applicable
Servicer shall not be obligated to seek approval from the Directing Lender for any actions to be
taken by the Applicable Servicer with respect to the workout or liquidation of the Mortgage
Loans if:
(i) the Applicable Servicer has, as provided in Section 3.02(a),
notified the Directing Lender in writing of various actions that the Applicable Servicer
proposes to take with respect to the workout or liquidation of the Directing Lender's
Mortgage Loan; and
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(ii) for 60 days following the first such notice, the Directing Lender
has objected to all of those proposed actions and has failed to suggest any alternative
actions that the Applicable Servicer considers to be consistent with the Servicing
Standard.
(c) The Directing Lender will have no liability to the other Lender(s) for any
action taken, or for refraining from the taking of any action, in good faith pursuant to this
Agreement and the Applicable Servicing Agreement, or for errors in judgment; provided,
however, that the Directing Lender will not be protected against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of negligent disregard of obligations or duties.
(d) Each Lender may designate, in writing, a representative, including itself,
to exercise its rights and powers under this Section 3.02.or otherwise under this Agreement and
the Applicable Servicing Agreement (copies of such writing to be delivered to the other party
hereto and each of the parties to the Applicable Servicing Agreement). Such designation shall
remain in effect until it is revoked by the applicable Lender by a writing delivered to the other
Lender and each of the parties to the Applicable Servicing Agreement.
(e) The Note A -1 Lender shall be deemed to have satisfied its obligations
under Section 3.02(a) if: (i) the Special Servicer and the Master Servicer are each obligated to
take the actions on the part of such Servicer contemplated by such sections under the Applicable
Servicing Agreement (regardless of whether such Servicer complies with such obligations); and
(ii) the other Lender is a third-party beneficiary of the Applicable Servicing Agreement.
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ARTICLE IV
PAYMENTS TO LENDERS
Section 4.01. Application of Payments; Allocation of Collections; Remittances.
(a) The Lenders hereby acknowledge and agree that each Lender's Note and
related Mortgage Loan shall be of equal priority with each other Lender's Note and related
Mortgage Loan, and no portion of either Mortgage Loan shall have priority or preference over
any portion of any other Mortgage Loan or security therefor.
Any payment (whether principal or interest) or prepayment under the Notes
(including reimbursement of expenses from the Borrower and proceeds from sales of collateral)
shall be applied to the Mortgage Loans on a Pro Rata and Pari Passu Basis. In addition, the net
proceeds of the collateral securing the Mortgage Loans, the net proceeds of casualty and title
insurance policies and awards from condemnation shall be applied to the Mortgage Loans on a
Pro Rata and Pari Passu Basis. If a Lender, the Master Servicer, the Special Servicer, the Trustee
or any nominee thereof acquires title to the Mortgaged Property, then all amounts derived from
the operation and disposition of the Mortgaged Property shall be allocable between the Lenders
on a Pro Rata and Pari Passu Basis. Notwithstanding the foregoing, the rights of each Lender to
distributions of any nature with respect to its Mortgage Loan under the Applicable Servicing
Agreement shall be subject to the rights of the Master Servicer, the Special Servicer, the
Depositor, the Trustee and any related sub-servicer to payments and reimbursements pursuant to
and in accordance with the terms of the Applicable Servicing Agreement and this Agreement,
and shall be further subject to Section 4.01Ci). Amounts applied to any particular Mortgage Loan
or allocated to any particular Lender in accordance with this Section 4.01Ca) will be applied to
interest, principal and other amounts due in respect of the subject Mortgage Loan in accordance
with the Applicable Servicing Agreement.
(b) All Servicing Advances made, and all liquidation expenses and other
servicing-type expenses incurred, by the Master Servicer, the Special Servicer, the Trustee
and/or the Depositor under the Applicable Servicing Agreement with respect to the Mortgage
Loans and/or any related REO Property shall be deemed made or incurred, as applicable, on
behalf of both Lenders and shall be deemed allocated between the Lenders on a Pro Rata and
Pari Passu Basis. To the extent so allocable to any particular Lender, at the time any such
Servicing Advances or Advance Interest thereon is to be reimbursed pursuant to the Applicable
Servicing Agreement such Servicing Advances shall first be reimbursed (together with interest
thereon pursuant to the Applicable Servicing Agreement), and such liquidation expenses and
other servicing-type expenses shall first be paid, out of amounts allocable to such Lender or its
Mortgage Loan in accordance with Section 4.01Ca) hereof prior to any distribution being made to
such Lender.
(c) If the Master Servicer, the Special Servicer, the Trustee, the Depositor or
any related person or entity is entitled to indemnification under the Applicable Servicing
Agreement for any loss, liability, damages, cost or expense that is attributable to the Mortgage
Loans and/or any related REO Property, then the obligation to make any such indemnity
payment shall be allocated between the Lenders on a Pro Rata and Pari Passu Basis. To the
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extent so allocable to any particular Lender, such indemnity payment shall first be made out of
amounts allocable to such Lender on its Mortgage Loan in accordance with Section 4.01Ca)
hereof prior to any distribution being made to such Lender.
(d) Any extraordinary expense incurred by the Master Servicer, the Special
Servicer, the Trustee, the Depositor or any related person or entity under the Applicable
Servicing Agreement in relation to the Mortgage Loans and/or any related REO Property, which
is nototherwise covered by this Article IV, shall be deemed made or incurred, as applicable, on
behalf of both Lenders and shall be deemed allocated between the Lenders on a Pro Rata and
Pari Passu Basis. To the extent so allocable to any particular Lender, such extraordinary expense
shall first be reimbursed (together with interest thereon if so provided pursuant to the Applicable
Servicing Agreement) out of amounts allocable to such Lender or its Mortgage Loan m
accordance with Section 4.01Ca) hereof prior to any distribution being made to such Lender.
(e) Any compensation payable to the Master Servicer with respect to each
Mortgage Loan under the Pooling and Servicing Agreement shall be c(;llculated and payable on a
loan-by-loan basis, with the master servicing compensation in respect of either Mortgage Loan to
be paid solely out of amounts allocable to that Mortgage Loan or the related Lender. No Lender
shall be responsible for the payment of master servicing compensation in respect of the other
Lender's Mortgage Loan. Any compensation payable to the Special Servicer under the
Applicable Servicing Agreement (including, without limitation, special servicing fees,
liquidation fees and workout fees) with respect to the Mortgage Loans and/or any related REO
Property shall be deemed made or incurred, as applicable, on behalf both Lenders and shall be
deemed allocated between the Lenders on a Pro Rata and Pari Passu Basis. To the extent so
allocable to any particular Lender, at the time any such compensation described in the foregoing
two sentences (including, without limitation, special servicing fees, liquidation fees and workout
fees) is to be paid to the Master Servicer or the Special Servicer pursuant to the Applicable
Servicing Agreement, such compensation shall first be paid, out of amounts allocable to such
Lender or its Mortgage Loan in accordance with Section 4.01Ca) hereof prior to any distribution
being made to such Lender.
(f) Notwithstanding anything to the contrary in this Section 4.01, Default
Interest and late payment charges shall be allocated between the Mortgage Loans and between
the Lenders in accordance with the Applicable Servicing Agreement.
(g) P&I Advances and Advance Interest with respect to P&I Advances
payable with respect to either Mortgage Loan shall not be reimbursed or paid, as the case may
be, out of the amounts payable in respect of the other Mortgage Loan pursuant to
Section 4.01Ca). P&I Advances made by the Master Servicer or the Trustee with respect to the
Note A-1 Mortgage Loan under the Applicable Servicing Agreement shall be reimbursed, and
Advance Interest shall be paid thereon, solely out of amounts allocable to the Note A-1 Mortgage
Loan or the Note A-1 Lender and/or, to the extent permitted by the Applicable Servicing
Agreement, out of other amounts in the securitization trust for the Series 2007-C6 Securitization,
and the Note A-2 Lender shall not be responsible for the payment or reimbursement thereof.
P&I Advances made by a master servicer, trustee or other party under a Securitization
Agreement related to the Note A-2 Mortgage Loan shall be reimbursed, and interest shall be paid
thereon, solely out of amounts allocable to the Note A-2 Mortgage Loan or the Note A-2 Lender
704230-3
and/or, to the extent permitted by such Securitization Agreement, out of other amounts in the
securitization trust for the related Note A-2 Securitization, and the Note A-1 Lender shall not be
responsible for the payment or reimbursement thereof.
(h) The rights of the Lenders to receive payments in respect of their respective
Mortgage Loans, and all rights and interests of the Lenders in and to such payments, shall be as
set forth in this Agreement, and neither Lender shall challenge, by legal action or otherwise, such
rights and interests of the other Lender. Neither Lender nor any other party shall in any way be
responsible or liable to the other Lender in respect of amounts properly previously paid to the
Lenders in accordance with this Section 4.01.
(i) Notwithstanding anything herein to the contrary, if any Replacement
Notes are reissued with respect to either Mortgage Loan, and if any Excess Interest accrues on
such Replacement Notes, then: (i) the related Lender shall be entitled to receive payment of such
Excess Interest only after the Lenders have received all principal, interest (other than Default
Interest and Excess Interest) and prepayment premiums payable thereto under their respective
Notes, but before the Lenders receive any other amounts due under their respective Notes;
(ii) where Excess Interest has accrued with respect to both Mortgage Loans, it shall be payable to
the respective Lenders on a pro rata basis, in accordance with the respective amounts of such
Excess Interest; and (iii) except as otherwise contemplated by clauses (i) and .(ill above,
collections on the Mortgage Loans or any related REO Property shall be allocated between the
Lenders as provided in Section 4.01(a).
G) On each Remittance Date, the Applicable Servicer shall remit to each
Lender (by such method of payment as such Lender reasonably requests, including, without
limitation, wire transfer of immediately available funds) all payments, prepayments and other
collections received by the Applicable Servicer as of the close of business on the related
Determination Date and allocable to such Lender and/or its Mortgage Loan in accordance with
this Section 4.01, net of any amounts payable therefrom pursuant to this Section 4.01; provided
that each such Lender provide the Master Servicer with written instructions detailing the
information necessary to make such remittances (other than the amounts thereof).
Section 4.02. [RESERVED]
Section 4.03. Advances.
(a) From and after the Securitization Date, the Applicable Servicer and/or the
Trustee under the Applicable Servicing Agreement may be obligated to make a Servicing
Advance to the extent that such Applicable Servicer or Trustee, as applicable, has determined
that such Servicing Advance, together with Advance Interest thereon, would not constitute a
Nonrecoverable Advance (as defmed in the Applicable Servicing Agreement) if made. The right
of such Applicable Servicer and Trustee to reimbursement for either Lender's allocable share of
such Servicing Advances and Advance Interest thereon (such Servicing Advances and Advance
Interest thereon to be allocated between the Lenders on a Pro Rata and Pari Passu Basis) is prior
to the right of each such Lender to receive any distributions or amounts recovered with respect to
such Lender's Mortgage Loan or the Mortgaged Property to the extent provided in this
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Agreement and the Applicable Servicing Agreement. Servicing Advances shall be made in
accordance with the Applicable Servicing Agreement.
(b) Each Lender shall arrange for the making of P &I Advances with respect to
its respective Mortgage Loan (and, if applicable, with respect to any portion thereof), pursuant to
any applicable Securitization Agreement relating to the subject Mortgage Loan.
Notwithstanding any other provisions contained herein or in the Applicable Servicing
Agreement, neither Lender shall have any obligation to make P&I Advances with respect to the
other Lender's Mortgage Loan.
(c) The Master Servicer and any comparable party with respect to the
securitization of a Mortgage Loan shall each independently make its own decision as to whether
P&I Advances made by it with respect to such Mortgage Loan will ultimately be recoverable out
of amounts allocable as interest (at the Applicable Interest Rate) and/or principal on the subject
Mortgage Loan. Each Lender shall cause any Securitization Agreement relating to a Related
Securitization Trust that holds its Mortgage Loan to provide that the primary party responsible
for making P&I Advances with respect to such Mortgage Loari shall promptly notify the other
Lender in writing of any determination that a P&I Advance made or to be made with respect to
such Mortgage Loan will not ultimately be recoverable out of amounts allocable as interest (at
the Applicable Interest Rate) and/or principal on the subject Mortgage Loan, which writing shall
be accompanied by the supporting evidence for such determination, and shall further provide for
the primary party responsible for making P &I Advances with respect to such Mortgage Loan to
promptly notify the other Lender in writing of any change in such determination.
Section 4.04. Sharing of Certain Expenses.
If and to the extent that any sel"Vicer, trustee, fiscal agent or any other third party
to a Securitization is, pursuant to the Applicable Servicing Agreement, reimbursed for any
Servicing Advance, or paid Advance Interest with respect to any Servicing Advance, relating to
the Mortgage Loans and/or the Mortgaged Property out of amounts otherwise payable to the
Lenders or out of any other funds of the Lenders (including, if either Lender is a Related
Securitization Trust, out of amounts received on other loans in that trust), the Lenders shall be
required to bear their respective Allocable Shares of such reimbursement or payment. In
connection with the foregoing, if either Lender bears more than its Allocable Share of any such
reimbursement or payment, then such Lender shall be entitled to contribution from the other
Lender (promptly upon demand), until the contributing Lender has borne its Allocable Share of
such reimbursement or payment. If either Mortgage Loan or portion thereof is subject to a
Securitization, then the related Securitization Agreement shall provide for payments to be made
out ofthe assets of the Related Securitization Trust.
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ARTICLEV
TERMINATION
Section 5.01. Termination.
This Agreement and the respective obligations and responsibilities under this
Agreement of the parties hereto shall terminate upon: (a) mutual agreement by the parties
hereto, evidenced in writing; (b) 90 days after the Mortgage Loans are paid in full; or (c) 90 days
after payment (or provision for payment) to the Lenders of all amounts held by or on behalf of
the Applicable Servicer and required under the Servicing Agreement then in effect, to be so paid
on the last Remittance Date following the final payment or other liquidation (or any advance
with respect thereto) of the Mortgage Loans or the Mortgaged Property; provided, however, that
in no event shall the arrangement created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the Court of St. James, living on the date hereof.
704230-3
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Modification, Extension, Amendment or Waiver in Writing.
This Agreement may be amended by the mutual consent of the parties hereto;
provided that the parties hereto have obtained written confirmation from each Rating Agency
then rating any class of Related MBS that such amendment will not result in an Adverse Rating
Event with respect to any class of Related MBS. The costs incurred in connection with obtaining
the written confirmation in the preceding sentence shall be borne by the party requesting such
amendment. Notwithstanding the foregoing, no modification, amendment, extension, discharge,
termination or waiver of any provision of this Agreement shall in any event be effective unless
the same shall be in writing signed by the party against whop:1 enforcement is sought.
Section 6.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in the county or other
jurisdiction in which the Mortgaged Property is situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected only at the direction of the
Note A-1 Lender. The cost of any such recordation shall be borne by the Lenders on a pro rata
basis in accordance with the relative outstanding principal balances of their respective Mortgage
Loans; provided, however, that the Note A-1 Lender shall have no obligation or responsibility to
determine whether any such recordation of this Agreement is required.
(b) For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 6.03. Governing Law.
This Agreement shall be construed in accordance with the laws of the State of
New York applicable to agreements negotiated, made and to be performed entirely in said state,
and the obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
Section 6.04. Notices.
Any communications provided for or permitted hereunder shall be in writing and,
unless otherwise expressly provided herein, shall be deemed to have been duly given when
delivered to, in the case of each Lender, Lehman Brothers Holdings Inc., 399 Park Avenue, New
York, New York 10022 Attention: Charles Manna, Facsimile No.: (646) 758-5366, with a copy
to Lehman Brothers Holdings Inc., 399 Park Avenue, New York, New York 10022 Attention:
Scott Lechner, Facsimile No.: (646) 758-4203; after the Note A-1 Securitization, in the case of
the Series 2007-C6 Trustee, LaSalle Bank National Association, 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603 Attention: Global Securities and Trust Services-LB-UBS
704230-3
Commercial Mortgage Trust 2007-C6, facsimile number: (312) 904-2084; or, as to each Lender,
such other address as may hereafter be furnished by such Person to the parties hereto in writing.
Section 6.05. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Agreement or the rights of the parties hereto.
Section 6.06. Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto, their respective successors and permitted assigns. No other person, including,
without limitation, the Borrower, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement.
Section 6.07. Specific Performance.
Each Lender is hereby authorized to demand specific performance of this
Agreement on the part of the other Lender, and each Lender hereby irrevocably waives any
defense based on the adequacy of a remedy at law, which might be asserted as a bar to such
remedy or specific performance.
Section 6.08. Bankruptcy Matters.
(a) In any case commenced by or against the Borrower under the Bankruptcy
Code or any similar provision thereof or any similar federal or state statute (a "Reorganization
Proceeding"), the Lenders hereby agree to grant the Special Servicer, subject to the Servicing
Standard, the right to (i) file a proof of claim in respect of the Lenders' claims against the
Borrower, (ii) have the exclusive right to exercise any voting rights in respect of the claims of the
Lenders against the Borrower and (iii) otherwise represent the Lenders in such Reorganization
Proceeding.
(b) In the event that either Lender is required under any bankruptcy or other
law to return to the Borrower, the estate in bankruptcy thereof, any third party or any trustee,
receiver or other similar representative of the Borrower, any payment or distribution of assets,
whether in cash, property or securities, including the Mortgaged Property or any proceeds of the
Mortgaged Property previously received by such Lender on account of such Lender's Mortgage
Loan (a "Reinstatement Distribution"), then to the maximum extent permitted by law, this
Agreement and the payment priorities established hereby shall be reinstated with respect to any
such Reinstatement Distribution. The affected Lender shall not be required to contest its
obligation to return such Reinstatement Distribution.
704230-3
Section 6.09. Assignments and Securitizations.
Upon notice to the other Lender, each Lender may at any time or :from time to
time assign its interests in its Mortgage Loan and shall, in connection with any such assignment,
also assign all of its right, title and interest in, to and under this Agreement to the new holder of
the transferred Mortgage Loan; provided that neither Lender may assign its Mortgage Loan to
the Borrower or any Affiliate of the Borrower; and provided, further, that, if any assignee of a
Mortgage Loan (other than with respect to the Note A-1 Securitization) is not an Institutional
Lender/Owner, then the Lender desiring to effect such transfer shall obtain (i) the consent of the
other Lender (which consent may be given or withheld by such other Lender in its sole
discretion) and (ii) written confirmation :from any Rating Agency that has assigned a rating to
any Related MBS backed or secured by the other Mortgage Loan to the effect that such
assignment will not result irian Adverse Rating Event with respect to such Related MBS (the
costs incurred in connection with obtaining such written confirmation :from any Rating Agency
to be borne by the party desiring to effect such transfer). Subject to the prior sentence, each
Lender shall be entitled to cause its Mortgage Loan to be securitized, and nothing contained
herein shall limit its ability to do so, provided that any Person to whom it endorses its Note in
connection with the subject securitization shall succeed to its right, title and interest hereunder;
provided, further, that the costs incurred by either Lender in connection with the securitization of
its Mortgage Loan shall be borne solely by such Lender (except that this proviso shall not apply
to any costs and expenses to be borne by the Lenders pursuant to this Agreement and/or the
Applicable Servicing Agreement (without taking into account this proviso) that relate to the
servicing and administration of the Mortgage Loans and any REO Property from time to time).
Each Lender shall require any assignee of its Mortgage Loan to execute a written instrument
whereby such assignee, for the benefit of the other Lender, assumes all of such Lender's
obligations hereunder and agrees to be bound by the terms hereof, and such Lender shall deliver
a copy of such executed instrument to the other Lender. Any transfer of a Mortgage Loan by a
Lender, including in connection with a securitization thereof, must be made subject to the terms
hereof.
Section 6.1 0. Article and Section Headings.
The article and section headings herein are for c.onvenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
Section 6.11. Notices to Rating Agencies.
The Note A-1 Lender shall promptly provide notice to each Rating Agency with
respect to each of the following of which it has actual knowledge:
(i) any material change or amendment to this Agreement; and
(ii) any sale or disposition of either Mortgage Loan by a Lender.
Section 6.12. No Joint Venture, Not a Security.
Neither the execution of this Agreement or (in the case of the Note A -1 Lender)
the Applicable Servicing Agreement, nor any of the arrangements provided for herein including
704230-3
any agreement to engage a joint master servicer and special servicer or to share in payments or
losses as provided herein, is intended to be, nor shall it be construed to be, the formation of a
partnership or joint venture between the parties to this Agreement.
The Notes shall not be deemed to be securities within the meaning of the
Securities Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each
Note represents a separate debt obligation of the Borrower.
Section 6.13. Cooperation.
Each of the Lenders agrees to take such other reasonable actions, and furnish (or
cause to be furnished) such certificates and other documents, as may be reasonably requested by
any other Lender in order to effectuate the purposes of this Agreement and to facilitate
compliance with applicable laws and regulations and the terms of this Agreement. Further, each
Lender agrees that it shall use reasonable efforts to cooperate with tP.e other in effectuating any
changes required by the Rating Agencies to this Agreement or to the Applicable Servicing
Agreement; provided that such Lender shall not be required to consent to any such changes if
such change would have a material adverse effect on (x) any of the rights, remedies or
protections granted to it hereunder or thereunder or (y) the obligations to be incurred by such
Lender as holder of its respective Note.
In connection with any Securitization, each party agrees to provide for inclusion
in any disclosure document relating to the related Securitization such information concerning
itself as the Note A-1 Lender or Note A-2 Lender, as applicable, reasonably determines to be
necessary or appropriate; provided that no such Person shall be responsible for providing
information as to any such other Person. Each party covenants and agrees that in the event either
Note or any Note A Portion is to be included as an asset of a Securitization, each party hereto
shall, at the requesting party's sole expense, (a) gather any information reasonably required by
the Rating Agencies in connection with such Securitization and (b) cooperate with the reasonable
requests of each Rating Agency and such requesting party in connection with all of the
foregoing, as well as in connection with all other matters and the preparation of any offering
documents thereof. Notwithstanding the foregoing, after the Securitization of either Note, the
related Lender shall not be obligated to provide any information pursuant to this Section 6.13.
Each party acknowledges that the information provided by such party to the Note A -1 Lender or
the Note A-2 Lender, as applicable, may be incorporated into the offering documents for a
Securitization. The Note A-1 Lender or the Note A-2 Lender, as applicable, and each Rating
Agency shall be entitled to rely on the information supplied by, or on behalf of, such party.
In addition, in the event that Note A-2 becomes subject to a Securitization, on or
before March 15th of each year during which a Form 10-K is required to be filed by the trustee
of the Securitization related to Note A-2, the Series 2007-C6 Pooling and Servicing Agreement
shall require each of the Master Servicer, Special Servicer and Trustee to, upon 30 days' written
request, provide (and to cause any applicable sub-servicers, sub-contractors, agents and vendors
to timely provide) to the Person who executes the Sarbanes-Oxley certification with respect to
the Securitization of Note A-2, in each case upon which such Person can rely, (i) any
Sarbanes-Oxley backup certification as is reasonably required in the market and pursuant to the
Series 2007-C6 Pooling and Servicing Agreement, (ii) all disclosure information required to be
704230-3
included in any offering document under Items 1108, 1109, 1117, 1119 of Regulation AB and
any other applicable Items of Regulation AB under the Securities Act, and required to be
included in any report required under the Exchange Act related to the Note A-2 Securitization
and (iii) the assessment and attestation of servicing compliance as required under Item 1122 and
the servicer compliance statement as required under Item 1123 of Regulation AB.
Notwithstanding the foregoing each of the Master Servicer, Special Servicer and Trustee (and
any applicable primary servicer) shall be required to provide (a) all necessary information,
certificates, attestations, letters and other materials and/or (b) all reasonable cooperation
necessary to enable the Lender with respect to Note A-2 to comply with the reporting
requirements relating to servicing disclosure under the Exchange Act and/or the Securities Act
(including without limitation, if applicable Regulation AB), as the case may be, at such times as
the Related Securitization Trust is subject to such requirements.
Section 6.14. Entire Agreement.
This Agreement constitutes the entire agreement among the parties hereto with
respect to the subject matter contained in this Agreement and supersedes all prior
understandings and negotiations between the parties.
Section 6.15. Bifurcation ofNote A-1 or Note A-2.
(a) The Note A-1 Lender may at any time cause Note A-1 to be split and
reissued as no more than five replacement notes (each, a "Replacement A-1 Note" and,
collectively, the "Replacement A-1 Notes") that have an aggregate principal balance equal to that
of Note A-1 on the date of reissuance and entitle the respective holders thereof to the same
aggregate rights as the Note A-1 Lender. Any Replacement A-1 Notes may have different
amortization terms, different principal balances and different interest rates; provided that, unless
the Note A-2 otherwise consents in writing, (x) the Replacement A-1 Notes must in the
aggregate provide for no more than the same total payments over time as Note A-1 (except for
any Excess Interest resulting from or arising out of the application of payments in accordance
with any senior/subordinate payment priority in connection with a default or reasonably
foreseeable default under the Note A-1 Mortgage Loan, including any such Excess Interest
accruing after any remediation of the default), (y) the weighted average interest rate for the
Replacement A-1 Notes (without regard to the default rate of interest) may not exceed the
Applicable Interest Rate with respect to Note A-1 immediately prior to the creation of such
Replacement A-1 Notes, and (z) the terms and provisions of the Replacement A-1 Notes shall
otherwise comply with the terms and conditions of the Loan Agreement; and provided, further,
that, if and to the extent that the Note A-2 Mortgage Loan has been included in a Securitization,
the Note A-2 Lender's consent shall be deemed given for purposes of the foregoing proviso if
each applicable Rating Agency provides written confirmation that the failure to comply with the
requirements of clauses (x), (y) and (z) of the preceding proviso would not result in an Adverse
Rating Event with respect to the Related MBS. If any Replacement A-1 Notes are issued, then
(unless the context otherwise clearly requires) the term "Note A-1" shall be deemed to refer to
the Replacement A-1 Notes in the aggregate, the term "Note A-1 Mortgage Loan" shall be
deemed to refer to the respective debt obligations (each, a "Note A-1 Portion" and, collectively,
the "Note A-1 Portions") evidenced by the various Replacement A-1 Notes in the aggregate, and
the term ''Note A-1 Lender" shall be deemed to refer to the respective holders of the
704230-3
Replacement A-1 Notes in the aggregate; provided that any and all rights of the Note A-1 Lender
acting (together with the Note A-2 Lender) as Directing Lender shall be exercisedby the holders
of Replacement A-1 Notes representing more than 50% of the aggregate unpaid principal
balance of all the Replacement A -1 Notes or a designee thereof.
The Note A-2 Lender may at any time cause Note A-2 to be split and reissued as
no more than five replacement notes (each, a "Replacement A-2 Note" and, collectively, the
"Replacement A-2 Notes") that have an aggregate principal balance equal to that of Note A-2 on
the date of reissuance and entitle the respective holders thereof to the same aggregate rights as
the Note A-2 Lender. Any Replacement A-2 Notes may have different amortization terms,
different principal balances and different interest rates; provided that, unless the Note A -1
Lender otherwise consents in writing, (x) the Replacement A-2 Notes must in the aggregate
provide for no more than the same total payments over time as Note A-2 (except for any Excess
Interest resulting from or arising out of the application of payments in accordance with any
senior/subordinate payment priority in connection with a default or reasonably foreseeable
default under the Note A-2 Mortgage Loan, including any such Excess Interest accruing after
any remediation of the default), (y) the weighted average interest rate for the Replacement A-2
Notes (without regard to the default rate of interest) may not exceed the Applicable Interest Rate
with respect to Note A-2 immediately prior to the creation of such Replacement A-2 Notes, and
(z) the terms and provisions of the Replacement A-2 Notes shall otherwise comply with the
terms and conditions of the Loan Agreement; and provided, further, that, if and to the extent that
the Note A-1 Mortgage Loan has been included in a Securitization, the Note A-1 Lender's
consent shall be deemed given for purposes of the foregoing proviso if each applicable Rating
Agency provides written confirmation that the failure to comply with the requirements of clauses
(x), (y) and (z) of the preceding proviso would not result in an Adverse Rating Event with
respect to the Related MBS. If any Replacement A-2 Notes are issued, then (unless the context
otherwise clearly requires) the term "Note A-2" shall be deemed to refer to the Replacement A-2
Notes in the aggregate, the term "Note A-2 Mortgage Loan" shall be deemed to refer to the
respective debt obligations (each, a "Note A-2 Portion" and, collectively, the "Note A-2
Portions") evidenced by the various Replacement A-2 Notes in the aggregate, and the term
''Note A-2 Lender" shall be deemed to refer to the respective holders of the Replacement A-2
Notes in the aggregate; provided that any and all rights of the Note A-2 Lender acting (together
with the Note A-1 Lender) as Directing Lender shall be exercised by the holders of Replacement
A-2 Notes representing more than 50% of the aggregate unpaid principal balance of all the
Replacement A-2 Notes or a designee thereof.
(b) If any Replacement A-1 Notes are issued, then (unless 100% of the
holders thereof provide contrary written instructions to the Note A-2 Lender and the Master
Servicer) any and all payments, collections, costs, expenses, losses, liabilities or other amounts
allocated to Note A-1 or the Note A.:.1 Lender pursuant to any other provisions of this Agreement
shall, in turn, be allocated to the related Replacement A-1 Notes, the holders thereof or the
_ related Note A-1 Portions, as the case may be, on a pro rata basis (in accordance with the
respective unpaid principal balances thereof or of the Note A-1 Portions held thereby, as the case
may be). Furthermore, if any Replacement A-1 Notes are issued, then (unless 100% of the
holders thereof provide contrary written instructions to the Note A-2 Lender and the Master
Servicer) any matters having a negative economic effect with respect to the holders of such
Replacement A -1 Notes shall be addressed such that each such holder shall bear a pro rata share
704230-3
of such negative economic effect based upon the unpaid principal balance of its Note A-1
Portion relative to the aggregate unpaid principal balance of all the Note A-1 Portions. However,
100% of the holders of the Replacement A-1 Notes may, pursuant to a separate written
agreement among themselves and written instructions to the Note A-2 Lender and the Master
Servicer, provide for alternative allocations to those set forth in the preceding two sentences
provided that, except as provided in Section 4.01Ci) with respect to Excess Interest, no such
alternative allocation may materially and adversely affect payments with respect to Note A-2
without the consent of the Note A-2 Lender (or, if Note A-2 or any Replacement A-2 Note is
included in a commercial mortgage securitization, without written confirmation from each
applicable Rating Agency that such alternative allocation will not result in an Adverse Rating
Event with respect to the Related MBS backed by Note A-2 or such Replacement A-2 Note, as
the case may be).
If any Replacement A-2 Notes are issued,_ ~ h e n (unless 100% of the holders
thereof provide contrary written instructions to the Note A-1 Lender and the Master Servicer)
any and all payments, collections, costs, expenses, losses, liabilities or other amounts allocated to
Note A-2 or the Note A-2 Lender pursuant to any other provisions of this Agreement shall, in
turn, be allocated to the Replacement A-2 Notes, the holders thereof or the Note A-2 Portions, as
the case may be, on a pro rata basis (in accordance with the respective unpaid principal balances
thereof or of the Note A-2 Portions held thereby, as the case may be). Furthermore, if any
Replacement A-2 Notes are issued, then (unless 100% of the holders thereof provide contrary
written instructions to the Note A-1 Lender and the Master Servicer) any matters having a
negative economic effect with respect to the holders of such Replacement A-2 Notes shall be
addressed such that each such holder shall bear a pro rata share of such negative economic effect
based upon the unpaid principal balance of its Note A-2 Portion relative to the aggregate unpaid
principal balance of all the Note A-2 Portions. However, 100% of the holders of the
Replacement A-2 Notes may, pursuant to a separate written agreement among themselves and
written instructions to the Note A-1 Lender and the Master Servicer, provide for alternative
allocations to those set forth in the preceding two sentences provided that, except as provided in
Section 4.01Ci) with respect to Excess Interest, no such alternative allocation may materially and
adversely affect payments with respect to Note A-1 without the consent of the Note A-1 Lender
(or, if Note A-1 or any Replacement A-1 Note is included in a commercial mortgage
securitization, without written confirmation from each applicable Rating Agency that such
alternative ailocation will not result in an Adverse Rating Event with respect to the Related MBS
backed by Note A-1 or such Replacement A-1 Note, as the case may be).
(c) Notwithstanding anything to the contrary in the immediately preceding
subsections (a) and (b), a Replacement A-1 Note and/or Replacement A-2 Note may be
designated as and executed by the Borrower in the form of a B note or, if and to the extent
permitted under the Loan Documents, a mezzanine debt note and, notwithstanding any such
designation, the provisions under this Agreement relating to a Replacement A-1 Note or a
Replacement A-2 Note, as the case may be, shall also refer to and apply with equal force and
effect to any such B note; provided that no mezzanine lender shall have any rights hereunder;
and provided, further, that, if any mezzanine debt is created and if and to the extent that any
Mortgage Loan is included in a Securitization, then the Lenders and the related mezzanine lender
must enter into an intercreditor agreement that would not, as evidenced by written confirmation
from each applicable Rating Agency, result in an Adverse Rating Event with respect to any
704230-3
Related MBS. Further notwithstanding anything to the contrary in the immediately preceding
subsections (a) and .(hl, then (except as provided in Section 4.01(i)) the issuance of Replacement
A-1 Notes and/or Replacement A-2 Notes shall in no event change the relative rights, liabilities
and other obligations of the holders ofNote A-1 or any Replacement A-1 Notes in the aggregate,
on the one hand, and the holders ofNote A-2 or any Replacement A-2 Notes in the aggregate, on
the other hand. If the Note A-1 Lender has any affirmative obligations hereunder (other than the
payment of money, which will be allocated among the respective holders of any Replacement
A-1 Notes in accordance with the immediately preceding subsection (b)), then such obligations
shall apply to each and every holder of a Replacement A-1 Note. If the Note A-2 Lender has any
affirmative obligations hereunder (other than the payment of money, which will be allocated
among the respective holders of any Replacement A-2 Notes in accordance with the immediately
preceding subsection (b)), then such obligations shall apply to each and every holder of a
Replacement A-2 Note. Likewise, any prohibitions herein with respect to the Note A-1 Lender
shall apply to each and every holder of a Replacement A-1 Note and any prohibitions herein with
respect to the Note A-2 Lender shall apply to each and every holder of a Replacement A-2 Note.
704230-3
IN WITNESS WHEREOF, Initial A-1 Lender and Initial A-2 Lender have caused this
Agreement to be duly executed as of the day and year :frrst above written.
LEHMAN BROTHERS HOLDINGS INC.,
doing business as LEHMAN CAPITAL, a
division of LEHMAN BROTHERS HOLDINGS
INC., as Initial A-1 Lender
By: Ch (l
Charlene Thomas
Title: Authorized Signatory
LEHMAN BROTHERS HOLDINGS INC.,
doing business as LEHMAN CAPITAL, a
division of LEHMAN BROTHERS HOLDINGS
INC., as Initial A-2 Lender
By: _
Name:
Title:
LB-UBS 2007-C6 Innkeepers Co-Lender Agreement
EXHIBIT I
MORTGAGE LOAN SCHEDULE
Closing Date Closing Date
Principal Principal
Balance Balance
(NoteA-1 (NoteA-2
Mortgage Mortgage Maturity
Borrower Name Loan) Loan) Date
Grand Prix Belmont LLC, Grand $412,701,271 $412,701,271 July9,
Prix Campbell/San Jose LLC, Grand 2017
Prix El Segundo LLC, Grand Prix
Fremont LLC, Grand Prix Mountain
View, LLC, Grand Prix San Jose,
LLC, Grand Prix San Mateo, LLC,
Grand Prix Sili I LLC, Grand Prix
Sili II LLC, Grand Prix Denver LLC,
Grand Prix Englewood/Denver
South LLC, Grand Prix Shelton
LLC, Grand Prix Windsor LLC,
Grand Prix Altamonte LLC, Grand
Prix Ft. Lauderdale LLC, Grand Prix
Naples LLC, Grand Prix Atlanta
LLC, Grand Prix Atlanta (Peachtree
Comers) LLC, Grand Prix Lombard
LLC, Grand Prix Chicago LLC,
Grand Prix Schaumburg LLC, Grand
Prix Westchester LLC, Grand Prix
Lexington LLC, Grand Prix
Louisville (RI) LLC, Grand Prix
Columbia LLC, Grand Prix
Gaithersburg LLC, Grand Prix
Germantown LLC, Grand Prix
Portland LLC, Grand Prix Livonia
LLC, Grand Prix Cherry Hill LLC,
Grand Prix Mt. Laurel LLC, Grand
Prix Saddle River LLC, Grand Prix
Islandia LLC, Grand Prix
Binghamton LLC, Grand Prix
Horsham LLC, Grand Prix Willow
Grove LLC, Grand Prix Addison
(RI) LLC, Grand Prix Arlington
LLC, Grand Prix Los Colinas LLC,
Grand Prix Richmond LLC, Grand
Prix Richmond (Northwest) LLC,
Grand Prix Bellevue LLC, Grand
Prix Bothell LLC, Grand Prix
Lynnwood LLC, Grand Prix Tukwila
LLC
Exh. I-1
Original Original
Applicable Applicable
Interest Interest Rate
Rate for for
NoteA-1 NoteA-2
Mortgage Mortgage
Loan Loan
6.7125% 6.7125%

.:
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42485 1 file1.htm FORM 42485 Table of Contents
AS FILED PURSUANT TO RULE 4248(5)
REGISTRATION STATEMENT NO.: 333-141638
PROSPECTUS SUPPLEMENT
(to Prospectus dated August 16, 2007)
LEHMAN BROTHERS
*UBS
STRUCTURED ASSET SECURITIES CORPORATION II
Depositor
COMMERCIAL MORTGAGE TRUST 2007-CS
Issuing Entity
Investment
Bank
Commercial Mortgage Pass-Through Certificates, Series 2007-CS
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M,
Class A-J, Class 8, Class C, Class D, Class E, Class F and Class X
Approximate Total Principal Balance at Initial Issuance: $2,593,385,000
We are Structured Asset Securities Corporation II, the.depositorwith respect to the securitization transaction that is the subject
of this prospectus supplement This prospectus supplement relates to, and is accompanied by, our base prospectus dated August
16,2007. This prospectus supplement and the accompanying base prospectus are intended to offer and relate only to the classes
of commercial mortgage pass-through certificates identified above, and not to the other classes of certificates that will be issued by
the issuing entity, which is above. The offered certificates are not listed on any national securities exchange or any
automated quotation system of any registered securities associations, such as NASDAQ.
The. sponsors of the subject securitization transaction are Lehman Brothers Holdings Inc. and UBS Real Estate Securities Inc.
The offered certificates will represent interests only in the issuing entity and do not represent obligations of or interests in the
sponsor, the depositor or any of their respective affiliates. The assets of the issuing entity will hold will include a pool of multifamily
and commercial mortgage loans having the characteristics described in this prospectus supplement No governmental agency or
instrumentality or private insurer has insured or guaranteed payment on the offered certificates or any of the rnor:tgage lqans that
back them. The securitization will also iiwolve multiple interest rate swap agreements that relate to certain classes of series 2007-
C6 certificates that are not offered by this prospectus supplement
The holders of each class of offered certificates will be entitled to receive, to the extent of available funds, monthly distributions
principal or both, commencing on the distribution date in September 2007. The table on page S-7 oithis prospectus
supplement contains a list of the respective classeS of offered certificates and states,the oriQin_al principal balance or notional
initicll interest rate, interest rate description, and other select characteristics of each of those classes. Credit enhancement
is being provided to the offered certificates through the subordination of various otherclasses,-including multiple non-offered
classes, series 2007-CB That same table on page S-7 of this prospectus supplement also contains a list of the
non-offered classes of the series 2007-C6 certificates.
You should fully consider the risk factors beginning on page S-46 in this prospectus supplement and on page 18
in the accompanying base prospectus prior to inveSting in the offered certificates.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus supplement or the base prospectus. Any
representation to the contrary is a crimi'1al ?ffense.
Lehman Brothers Inc., UBS Securities LLC and Bane of America Securities LLC are the underwriters with respect to the offered
certificates. They will purchase their respective allocations, in each case if any, of the offered certificates from us, subject to the
satisfaction of specified, conditions. Our proceeds from the sale of. the offered certificates will equal $2,674,650,000, plus accrued
interest on all the offered certificates from August 11' 2007, before deducting payable by us. The underwriters currently
intend to sell the offered certificates at prices to be detennined at the time of sale. Not every underwriter will have an
obligation to purchase offered from us. See "Method of Distribution" in this prospectus supplement ,
\Mth respect to this offering, Lehman Brothers Inc. is acting as co-lead manager and co-bookrunner, UBS Securities LLC is
acting as co-lead manager and co-bookrunner and Bane of America Securities LLC is acting as co-manager.
LEHMAN BROTHERS UBS SECURITIES LLC
Co-Lead Manager Co-Lead Manager
BANC OF AMERICA SECURITIES LLC
Co-Manager
The date of this prospectus suppement is August 24, 2007
sec.gov/ Archives/edgar/data/ .. Jfile 1.htm 1/404
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L B - U B ~ Commercial Mortgage Trust 2007-C6
Commercial Mortgage Pass-Through Certificates, Series 2007-CG
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2/404


TABLE OF CONTENTS
IMRJRTANT NOTICE ABoUT
IN lHIS ffiOSFCT\JS S
ACCOM>ANYNG BASEPR 8-5
NOTICE TO RESIDENTS OF KOREA
NOTICE TO RESIDENTS OF GERM'\ NY 8-5
NOTICE TO NON-U.S. NVESTORS 8-6
EUROFI'AN ECONOMK: AREA 8-6
SUMW.RY OF PROSFCTUS SUPFU3\IENT :I
RISK FACTORS 8-46
The Class 'A-M A-J. B. C. D Eand F Certificates Are
Subordinate to, and Are Therefore Riskier than. the
Class A-1. A-2, A-3. A-AS. A-4 and A-1A Certificates S-46
The Offered Certificate-s Have uncertain Yiek:ls to
Maturny :
The Performance of Your Offered Certificates
May Vary rvtaterialtv and Adversely from Your
Expectations Because the Rate of A"epavrrents and
Other Unscheduled Collections of Principal on the
Underlying Mortgage loans Is Faster or Slower than
You Anticipated S-47
The IntereSts of the Series 20072ca ControUing Class
Certificateholders M3y Be in Con fUel with the Interests
of the Offered Certificateholders S-48
The Absence or Inadequacy of Insurance Coverage on
the M>rtgaged Properties rv1ay Adversely Affect
Payrrents on Your Certificates
Repayrrent of the Underlying 1\fortgage Loans Depends
on the Operationof the 1\fortgaged Real Properties
Risks Associated w Hh Condoninium Ownership
The trortgaged Real Property Will Be the Sole Asset
A val able to Satisfy,the Armunts Owing Under an
Underlying M:lrtgage Loan in the Event of DefauH
In Serre Cases. Payrrents on an Ltldertying tutirtgage
Loan Are Dependent on a Single Tenant or on One or a
Few Major Tenants at the Related Mlrtgaged Real
A-operty
Properties Are Subject to Rollover Risk
tn Certain cases Ten'ant Estoppels. Subordination Non.
Disturbance and Attornrrent Agreerrent5, and Related
Oocurrentation Have Not Been Obtained
Five Percent or 1\fore Of the Initial Mortgage Pool
Balance \NiU Be Secured by M:lrtgage Liens on the
rrow er's Interests in Each of the
s-so
8-51
sec.gov/ Archives/edgar/data/ .. Jfile 1.htm
r/dat...
3/404
5/3/2010
Ten Percent or f./ore of the .,itial Mlrtgage Pool Balance
Wll Be Secured by M:lrtgage Liens on Real Properties
Located in Each of California. Virginia, York and
Texas and FIVe Percent or lvbre of the Initial M:lrtgaqe
Fbol Balance VVilt Be Secured by M:>rtgage Liens on
Real Properties Located in Rorida
The Wortgage FOol Will Include Material Concentrations of
BaUoon Loans .
The Wortqage Pool Will Include Serre Disproportionately
Large f.lortgage Loans
The M:lrtgage Fbol Will Include Leasehold lvbrtgage Loans
and Lending on a Leasehold Interest in Real Property is
Riskier Than Lending on the Fee hterest in That

Many of the Mlrtgaged Real Properties Are Legal
Nonconforning Uses or Legal Nonconforning
structures
Serre of the Mortgaged Real Properties May Not
Corrply with All Applicable Zoning Laws andtor
Local Buik:iing Codes or w ith the A rrericans w ith
Disabilities Act of 1990
M.IHiple Mortgaged Real Properties Are ON ned by the
Sarre Borrower. Affiliated Borrowers or Borrowers
with Related Principals or Are OCcupie<t in Wlole or in
Part, by the Sarre Tenant or Affitiated Tenants. VVhich
Presents a Greater Risk to the Trust Fund in the Event
of the Bankruptcy or Insolvency of Any Such
:g
:g

S-53
S-53
S-54
Borrow er or Tenant S-55
Sorre of the MJrtgaged Real Properties Are or May Be
Blcurrbered by Additional Debt and the ON nership
Interests in Sorre Borrowers Have Been or fJay Be
Aedged to Secure Debt and Sorre Borrowers Have
Incurred, or are Pernitted to hcur, Other Additional
Debt. VVhich in Either Case. Way Reduce the Cash
Flow Available to the Subject M>rtgaged Real Property S-55
certain Borrower Covenants May Affect That Borrower's
Available Cash Flow S-57
Sorre Borrowers Ulder the Underlying Wortgage Loans
VVill Not Be Special A.Jrpose Entities S-57
Teriancies in Corrrron Way Hinder Recovery S-58
Operating or flJiaster Leases rvtly l-linder Recovery :2.
Changes in M:lrtgage Pool Corrposition Can Change the
Nature of Y:our Investment
Lending on lncorre-Producing Real Properties Bltails
81vironrrental Risks
Lending on hcorre-Producing Properties Bltans Risks
Related to Property Condition 5-68
There May be Restrictions on the Ablity of a Borrower, a
Lender or Any Transferee Thereof to Terrrinate or
Renegotiate Property Managerrent Agreerrents That
are in Existence Wth Respect to Sorre of the
M::lrtgaged Real Properties :!!
VVith Respect to 5 r.A:lrtgage Loans (lncludilg.3 of the Ten
(10) Largest rvbrtgage Loans) That We htend to
hclude in the Trust, the M::lrtgaged Real Property or
Properties that Secure the Subject f.Jortgage Loan in
the Trust Also Secure One or More Related M:>rtgage
Loans That Are Not in the Trust; The Interests of the
Hok1ers of Those Non-Trust rvbrtgaqe Loans May
Conflict with Your Interests The Series 2007-C6
Gertificateholders M3y Have a United Ability to Control
the Servicing of the Subject Loan Contlinations
Conflicts of (lterest May Exist in Connection w ilh Certain
Previous or Existing Relationships of a Mortgage Loan
SeDer or an Affiliate Thereof to certain of the
Underlying r.A:lrtgage Loans. Related Borrowers or
Related Mortgaged Real Properties
Lirritations on Enforceabffity of Cross-Collateralization
f\fay Reduce Is Benefls
Investors May Want to Consider Prior Bankruptcies
Litigation May Adversely Affect Property Perforrmnce
CA.PITALIZEDTffiMS USED INlHIS FROSFClUS
SUFH.EIIf2NT
STA19.NTS
DESCRPilON OF 11-iE MJRTGAGE R:lOl
Cross-CoDateraUzed M:>rtgage Loans. M.Jiti-A"opertv
M>rtgage Loans and Loans Wth Affiliated
Borrowers
Partial Releases
Terrrs and Conditions of the LJndertvilg rvbrtgage Loans
A"epayrrent Provisions
Mortgage Pool Characteristics
Significant Underlying M:>rtgage Loans
Loan Corrbinations
Additional Loan and Property Information
Assessrrents of Property Condition
AssiQnrrent of the undertving trortgage Loans
Representations and Warranties
CUres and Repurchases
Changes in rvklrtgage Pool Characteristics
'TRANSACTION PARTlCIPANTS
The Ssuing Entity
The Deposit or
The Sponsors
M:>rtgage Loan Sellers
The servicers
The Trustees
CERTAIN REI.A TONSHPS At-.0
RElA 1E) 'TRANSACTIONS
11-iE SERES 2007-CS FOOLING AND SERVICING
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Overview of Servicing
Sub-SefviCers
Servicing.Corroensation and Payrrent of Expenses
Trustee Cortpensatioil
lhe series.2007-C6 Controlling Class Representative and
the Serviced Non-Trust Loan Noteholders
Replilcerrent of ttie'Special serVicei-
Erlforcerrent Of and Due-on-Blcurrbrance
Provisions
WaiVers. Ariendrrents andConsents
certain Matters Relating to Clairrs and Litigation
ReguirEid App'i'aiSals
Maintenance of hsurance
Fair Value Option
Realizcition Uponoerautted fvbrtgage Loans
REO A"opeYties
lnspections;'Collection ofOperating lnforrn3tion
EvidenCe aS tO cOITpnanCe
Accounts

Rights Upon Event of. Default
Non-TruSt loan SecUritieS
AdrrinistratiOn of the Outside Serviced Trust fvbrtgage
Loans
Thtrd-'Party Beneficiaies
Sffii/K:ING OF lHE FOTOMAC MLLS LOAN COMlNA "nON
SERVK:ING OF lHE OCH-ZIFF RETAIL'FORTFOLIO lOAN
COMEINAIDN
DESCRPTlON OF lHE OFFERED CERWICA TES
General
Re'CjiStratiml and Denolrinati6ns
Payments.
Tfei'B.trrent of REO A"operties:
Reductions.of Ceftificate.A"inCiPal Balances irl.Connection
with Realized Losses:arld'AdditionBI TrUst Fund
Expenses
Fees,and Expenses
Reports to GertifiCB.teholderS Avciilable lrlrorrrBtion
Voting Rights
Terrrinatioil

YitH:t Consk:ferati6ns
Yiek:i
we9hted A \..-eraae Lives
USE OF FROCEIDS
FSJERAL INCOME TAX'CONSEQUENCES
Discount andPrerriurn Preipayment Consideration
CharacteriZation OUwestrTents in'Offer.ed certificates
ConstrUCtive Sales of Class X certificates
Prohibited Transactions Tax and Other Taxes
ERISA CONSIDERA IDNS
LEGA LINVESTMENT ,
MElHOD OF DISTRIBUTlON
LEGAL MA TIERS
RATINGS
GLOSSARY
A'NNEX'M-CERTAN CHARACTERISllCS OF INDrviDUAL
UNDERLYING IJIORfGAGELOANS
ANNEXA-2-CERTAN CHARACTERISTK:S OF lHE
IJIORfGAGE FOOL
ANNEXA-3-CERTAN CHARACTERISTK:S OF LOAN
GROUP1
ANNEX A-4-CERTAN CHARACTERISllCS OF LOAN
GROLP2
ANNEi<A-5-CERTAIN MONETARY TERMS OFlHE
UNOERL YING IJIORfGAGE LOANS
ANNEXA-6-CERTAN tJFORMAIDN REGARDNG
RESERVES'
INFORMi.. "nON REGARDING
WL TFAMitY FROFRTIES
ANNEX C-1,--PRK:E/YIEiDTABLES
ANNEX C-2 DECRBICNTTABLES
ANNEX D-FORM OF DISlRJBUTlON 0.<\ TESTA T8VIENT
ANNEX E-CLASS A-AB TARGETED FRINCIPAL BALANCE
ANNEX F--GLOBAL CLEARANCE SETlLEMENT A/10 TAX
DOCUJIENTA IDN PROC8JURES
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s-183
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S'187
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S-196
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s-200
s-201
S-202
s-204
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s-219
s-219
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A-1-1
A-2-1
A-3-1
&1::1
61
A-6-1
.:!
C-1-1
C-2-1
D-1
:1
!'.:.1
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IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE
Information about the offered certificates is contained in two separate documents:
this prospectus supplement, which describes specific terms of the offered,certificates; and
the accompanying base prospectus, which general information, some of which may not apply to the
offered certificates,
You should read both this prospectus supplement and the accompanying base prospectus in full to obtain material
information concerning the offered certificates.
The annexes attached to this prospectus supplement are hereby incorporated into and made,a part of this prospectus
supplement.
This prospectus supplement and the accompanying base prospectus do not constitute an offer to, sell or a solicitation of
an offer to buy any' security other than the offered certificates, nor do they constitute an offer to sell or a solicitation ol an
offer to buy any of the offered certificates to any person in any jurisdiction in which it is unlawful to make such an offer or
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In this prospectus supplement, the tenms "depositor," "we," "us" and "our" refer to Structured Asset Securities
Corporation II.
NOTICE TO RESIDENTS OF KOREA
The securities to which these materials relate (the "Subject Securities") ha>e not been and will not be registered under
the Securities and Exchange Act of Korea and none of the Subject Securities may be offered or sold, directly or indirectly, in
Korea or to any resident of Korea or to any persons for the reoffering or resale, directly or indirectly, in Korea or to any
resident of Korea, except pursuant to applicable laws and regulations of Korea. None of Lehman Brothers Inc., UBS
Securities LLC, Bane of America Secunties LLC or any of their respecti>e affliates makes any representation with respect to
the eligibility of any recipients of these materials or of. the Subject Securities to acquire the Subject Securities under the laws
of Korea, including, without limitation, the Foreign Exchange Transaction Regulations of Korea. In addition, any recipient or
purchaser of the Subject Securities represents that it is purchasing or acquiring,the Subject Securities as principal for its
own account. For a period of one year from the issue date of the Subject Securities, neither the holder of the Subject
Securities nor any resident of Korea may transfer the Subject Securities in Korea or to any resident of Korea unless such
transfer imol>es all of the Subject Securities held by it. Also, 'for a period of one year from the issue date of the Subject
Securities, the face amount of each certificate representing the Subject Securities held by a resident of Korea shall not be
subdi;;ded into more than one such certificate representing the Subject Securities. Furthenmore, the purchaser of the Subject
Securities shall comply with all applicable regulatory requirements (including but not limited to requirements under the
Foreign Exchange Transaction laws) in connection with the purchase of the Subject Securities. For the avoidance of doubt, it
is the sole responsibility of the recipient or purchaser of. the' Subject Securities' to detenmine whether such recipient or
purchaser is. eligible for the acquisition of the Subject Securities under applicable laws and regulations of Korea, and whether
such recipient or purchaser will ha>e complied with all applicable Korean legal and regulatory requirements in connection with
the purchase of the Subject Securities.
NOTICE TO RESIDENTS OF GERMANY
Each of the underwriters has confinmed that it is aware that no Genman' sales prospectus (Verl<aufsprospekt) has been
or will be published in respect of the offering of the series 2007 ..C6 certificates, and each of the underwriters has represented
and agreed that it will comply with the Genman Securities Sales Prospactus Act (Wertpapier-Verl<aufsprospektgesetz) and
any other laws applicable in Genmany go>eming the issue, offering and sale of the series 2007 ..CS certificates. In particular,
each of the underwriters has undertaken not to engage in a public offering (Qffentliches Angebot) in Genmany with respect to
any of the series 2007-CS certificates otherwise than:in accordance with the Genman Securities Sales Prospectus Act and
any other act replacing or supplementing it and all other applicable laws and regulations.
Any series 2007-CS certificates purchased by any person which it wishes to offer for sale or resale may not be offered in
any jurisdiction in circumstances which would result in the depositor being obliged to register any further prospectus or
corresponding document relating to the series 2007 ..C6 certificates in such jurisdiction.
S-5
Table of Contents
NOTICE TO NON-U.S.INVESTORS
The distribution of this prospectus supplement and the accompanying base prospectus and the offer or sale of the
offered certificates may be restricted by law in certain jurisdictions outside the United States. Persons into whose
possession this prospectus supplement and the accompanying base prospectus or any of the offered certificates come must
infonm themsel>es about, and obsen.e, any such restrictions. Each prospecti>e purchaser of the offered certificates must
comply with all applicable laws and regulations in force in any jurisdiction :in which it purchases, offers or sells the offered
certificates.or possesses or distributes this prospectus supplement and the accompanying base prospectusand must obtain
any consent, approval or permission required by it for the purchase, offer oi sale by it of the offered certificates 'under the
laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales,
and neither we nor any of the underwriters ha>e any responsibility therefor.
EUROPEAN ECOI-:IOMIC AREA
Each underwriter has agreed with us that it will abide by certain selling restrictions with respect to offers of series 2007-
CS ceriificates to the public in the European Economic Area. See "Method of Distribution" in this prospectus supplement.
S-6
Table of Contents
SUMMARY OF PROSPECTUS SUPPLEMENT
This summary contains selected infonmation regarding the offering being made by this prospectus supplement. It does
not contain all of the infonmation you need to consider in making your in>estment decision. To understand all of the tenms of
the offering of the offered certificates, you should read carefully this prospectus supplement and the accompanying base
prospectus in full.
Introduction to the Transaction
The offered certificates will be part of a series of commercial mortgage pass-through certificates designated as the
Series 2007-CS Commercial Mortgage Pass-Through Certificates and consisting of multiple classes. The table below
identifies the respecti>e classes of'that series, specifies of each of those classes and indicates which
of those classes are offered by this prospectus supplement and which arenot offered by this prospectus supplement. "TBD"
means "to be detenmined;" "N/A" means "not applicable;, and "NR;,, means "not rated."
Approx. Total
Approx.%
Balance or Approx.% Total
Notional of Initial Credit Weighted Ratings
Amount at Mortgage Support Pass-Through Initial Average S&P/
Initial Pool at Initial Rate Pass-Through Life Principal Rtch/
Class
-
Issuance .Balance(4). lssuance(S) _ Description_ __ Rate(11) __ _(Years I _Window
-
_Moody's
Offered Certificates
A-1 $ 2(6iio,ooo- 0.7% 30.000/o(6) 3.47 09/0l: -AAA/AAA/Aaa
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A-3 169,000,000 5.7% 30.000%(6) FIXed 5.93300% 6.95 07/14-
08/14
AAA/AAA/Aaa
A-AB 67,000,000 2.2% 30.000%(6) FIXed 5.85500% 6.93 07/12- AAA/AAA/Aaa
08116
A-4 ___ 30:0oo%{6f FIXed(s) - 5.858oo%-- - 9il0--o8/1e---AAA,AAA/Aaa
07/17
A-1A $ 422,847,000 14.2% 30.000%(6) Foced(8) 5.81400% 8.17 09/07- AAA/AAA/Aaa
07/17
,ii;:M . -$-ii7:89f.OOD"'' 7.7% . .. 2il.000%(7) - Foced(8) ------s:i14iiii%-------::9-:.8-::8--07/17---AAATAAAfAaa
07/17
A-J $ 156,395,000 5.3% 14.750% WAC-0.026%(9) 6.42450% 9.88 07111- AAA/AAA/Aaa
07/17
s
-
---r 33,513,ooii .. - 1-:1%
... 1.3.625% ---
llliAC{9)
-
- '"6:45050% 9:88'' - 07111---AA.+iP.A+iii:a:\
07/17
c 37,237,000 1.3% 12.375% WAC(9) 6.45050% 9.88 07/17- AA/AA/Aa2
07/17
D 33,513,000 1.1% 11.250%

6.45050% 9.88 07/17-- AA/ AA.:/Aa3
07/17
E 29,789,000 1.0% 10.250% WAC(9) 6.45050% 9.88 07/17- A+/A+/A1
07/17
F $ 29:79o.oiio
-
1.0% 9.250%. WAC(ii) 6.45056% 07/17- AiAIA2
08/17
X $2,978,936,714(3) Variable 10(10) ____ 0.51616% ___ N/A__ AAA/AAA/Aaa_
Non-Offered (1) .. -
A-2FL(2) $ . 40,000,000 1.3% . Aoating LIBOR+0.57%(12) .
.. Aoatilg-.-- ---- LIBOR + 0.71%(12) ___ FW\ _______ ---
G $ 33,513,000 1.1% WAC(9) 6.45050%
H $
$ 40,961,000 1.4% N'A WAC(9) 6.45050% N'A
K $ 29,789,000 1.0%
L . $ 44,684,000 1.5% Foced _ 5.11400% N'A
_____ _______
N $ 11,171,000 0.4% N'A FIXed 5.11400% . N/A
P-------$ 3,723,000 0.1% ............ "'f#: ....... _ .. FIXed-------5.11400%---- ____ N/A--
Q $ 7,448,000 0.3% N'A FIXed 5.11400% N/A N/A
s --s- 7:7:ooo---- r:ii. ... Foced. 5.11400% ---wp; ...... NIA -------NIA
T ..... ., ..... ....... .. --.....li'L---Foced ______ 5.11400o/o ..................... NIA
(1)
(2)
Not offered by this offering circular. The non-offered classes of the series 2007 -C6 certificates will also include
multiple of REMIC residual certificates, each of which classes e-<dences the sole class of residual interests
in a real estate mortgage in\estment conduit or REMIC. The series 2007-CS REMIC residual certificates do not ha\e
principal balances, notional amounts or pass-through rates.
The series 2007 -C6 securitization will im.ol\e multiple interest rate swap agreements that relate to the A-2FL and A-
MFL classE!s, resPE>cti\ely, and are held in grantor tnusts for the benefit of the applicable series 2007 ,.C6
certificateholders. Each of those classes will represent undi-<ded interests in, among other things: (1) a REMIC
regular interest that has the same alphabetic or alphanumeric class designation as the subject class; and (2) the
rights and obligations under the swap agreement. For so long as it is in effect, the swap_ agreement related to
each of those classes will pro-< de, among other things, that the amounts payable by the issuing entity as interest at
the applicable
S-7
Table of Contents
rate per annum (as described below in this footnote) with respect to the REMIC regular interest corresponding to. the
subject class will be exchanged for floating amounts payable as if interest by the swap pro-<der under the related
swap agreement, with regularly scheduled payments for each of those classes to be made between the issuing
entity and the swap counterparty on a net basis. Amounts payable as if interest by.the swap pro-<der under each
swap agreement will accrue at a LIBOR-based rate on a notional amount equal to the total-principal balance of the
applicable.class of series -2007-C6 certificates outstimding from time to time. Accordingly, the class A-2FL and A-
MFL certificates constitute the floating rate classes of the series 2007-C6 certificates: The total principal' balance of
each floating rate class of series 2007 -C6 certificates at any time will equal the total principal balance of the
correspondil)Q REMIC regulai interest of such floating rate class. The REMIC regular interest corresponding to each
floating rate class of series 2007-C6 certificates will accrue interest at: (a) in the caseof the class A-2FL REMIC
regular interest, 5.845% per annum; and (b) in the case of the class A-MFL REMIC regular interest, the lesser of (i)
6.114% per annum and (ii) the weighted a\erage from time to time of certain net interest rates on the
mortgage loans, which net interest rates will be con\erted, in some months, to a 30i360 equivalent annual rate for
those underlying mortgage loans that accnue interest on an actuaU360 basis. ff the funds allocated to payments of
interest distributions with respect to the REMIC regular interest corresponding to any floating rate class of series
2007 -C6 certificates are insufficient to make all required payments of interest thereon (prior to allocation of net
aggregate prepayment interest shortfalls), then there will be a corresponding dollar-for-dollar reduction in the interest
payments made.by the swap counterparty to the issuing entity under the related swap agreement and, accordingly,
in the amount of interest payable on the applicable floating rate class of series 2007 -C6 certificates, thereby resulting
in an interest shortfall for such class.
(3) Notional amount.
(4) The initial mortgage pool balance will be approximately $2,978,936,714. References in this prospectus supplement
to the initial mortgage pool balance are to the aggregate principal balance of the underlying mortgage loans as of the
cut-off date referred to under "---Relevant Dates and Periods" below, after application of all scheduled payments of
principal due with respect to the underlying mortgage loans on or before that date, whether or not recei\ed.
(5) Structural credit enhancement is pro-<ded for the more senior classes of offered certificates through the subordination
of more junior classes---or of REM IC regular interests corresponding to more junior classes---of offered and non-
offered certificates, as described under "-Introduction to the Transaction-Total Credit Support at Initial Issuance"
below in this prospectus supplement. The REMIC regular interests corresponding to the floating rate classes of the
series 2007-C6 certificate are of equal payment priority with, or senior to, various classes of the offered certificates.
The class A-2FL REMIC regular interest has the same credit support and payment priority as the class A-2
certificates; and the class A-MFL REMIC regular interest has the same credit support and payment priority as the
class A-M certificates .
(6)
Presented on an aggregate basis for the class A-1, A-2, A-3, A-AB, A-4 and A-1A certificates and the class A-2FL
REMIC regular interest.
(7) Presented on an aggregate basis for the class A-M certificates and the class A-MFL REMIC regular interest.
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class. with respect to any applicable interest accrual period, if the weighted a;erage of certain net interest
rates on the underlying mortgage loans is below the identified initial pass-through rate for the class A-4, A-1A or A-M
certificates, as the case may be, then the pass-through rate for the subject class of series 2007-C3 certificates
during that interest accrual period will be that weighted a;erage net interest rate. The net interest rates referred to in
this footnote will be con;erted, in some months, to a 30/360 equivalent annual rate for those underlying mortgage
loans that accrue interest on an actual/360 basis. See "Description of the Offered Certificates-Payments-
Calculation of Pass-Through Rates" in this prospectus supplement.
(9) The pass-through rates of the class B, C, D, E, F, G, H, J and K certificates will, in the case of each of those
classes, for any applicable interest accrual period, be a rate per annum equal to the weighted a;erage finom time to
time of certain net interest rates on the underlying mortgage loans, which net interest rates will be con;erted, in
some months,
S-8
Table of Contents
.(10)
(11).
(12)
to a 30/360 equivalent annual rate for those underlying mortgage loans that accrue interest on an actual/360 basis.
The pass-through rate of the class A-J certificates will, for any applicable interest accrual period, be a rate per
annum equal to the weighted a;erage net interest rate described in the prior sentence of this footnote, minus
0.026%. See "Description of the Offered Certificates-Payments-Calculation of Pass-Through Rates" in this
prospectus supplement.
The pass-through rate of the class X certificates will, for any interest accrual period, equal the weighted a;erage of
the respecti;e strip rates at which interest then accrues on the respecti;e of the total notional amount of
Jhe class X certificates outstanding immediately prior to the related distribution date. See "Description of the Offered
of Pass-Through Rates" in this prospectus supplement.
The initial pass-through rate shown in the foregoing table for any interest-bearing class of series 2007-C6 certificates
with.one of the following pass-through rate descriptions is approximate: WAC, WAC-Jf'/o and Variable 10 .
. nie initial value of UBOR will be calculated on the second LIB OR business day prior to the date of initial issuance of
the series 2007 -C6 certificates.
The go;eming document for purposes of forming the issuing entity and issuing the series 2007-C6 certificates will be a
pooling imd sen.<cing agreement to be dated as of August 13, 2007. The pooling and sen.<cing agreement will also go;em the
sen.<cinganci administration of the mortgage loans (with the two material exceptions described below) and oiher assets that
back ttie siiries 2oo7-C6 certificates. The underiying mortgage loan secured by the mortgaged real property identified on
Annex A-1 to this prospectus supplement as Potomac Mills, which mortgage loan represents 8.3% of the initial mortgage
pooi'balance, and the u'nderlying mortgage loan secured by the mortgaged real properties the identified on Annex A-1 to this
prospectus supplement as Och-Ziff Retail Portfolio, which mortgage loan represents 4.8% of the initial mortgage pool
balance, are riot being seryiced under the series 2007 -C6 pooling and sen.<cing agreement. Each of the Potomac Mills
underlying mortgage loan 'and the Och-Ziff Retail Portfolio underlying mortgage loan (a) is part of a separate loan combination
that also includes one or more additional mortgage loans that will not be transferred to the issuing entity and (b) will be
sen.<ced pursuantto the sen.<cing arrangements for the securitization of one of those related non-trust mortgage loans that
are part of the.subjectloan combination. The Potomac Mills underlying mortgage loan and the Och-Ziff Retail Portfolio
under1yin.g mortgage loan are sometimes referred to in this prospectus suppleffient as the outside serviced underlying
mortgage loans:
The parties to the series 2007 -C6 pooling and sen.<cing agreement will include us, a trustee, a master sen.<cer and a
special ser:;icer. A copy of the series 2007-CS pooling and sen.<cingag'reement, including the exhibits thereto, will be filed
with the SEC as :an.exhibit to a current report on Form 8-K under the Securities Exchange Act of 1934, as amended,
'following the initial issuance of the offered certificates. In addition, if and to the extent that any material terms of the series
2007'C6 pooling and 'sen.<cing agreement or the exhibits thereto ha;e not' been disclosed in this prospectus supplement,
then the series 2007-CS pooling and sen.1cing agreement, together with such exhibits, will ba filed with the SEC as an exhibit
to a current report on ,Form 8-K on the date of initial issuance of the offered certificates. The SEC will make those current
reports.on Form.8-K and its exhibits available to the public for inspection. See "Available Information" in the accompanying
base prospectus
'A. Totat'Prlncipal Balance
or Notl(niaiAmount at Initial
Issuance
Table of Contents
The class A-1, A-2, A-2FL, A-3, A-AB, A-4, A-1A, A-M, A-MFL, A-J, B, C, D;
E, F, G, H, J, K, L, M, N, P, 0, SandT certificates will be the series 2007-
CB certificates with principal balances and are sometimes referred to as the
series 2007 -C6 principal balance certificates.
The table on page S-7 of this prospectus supplement identifies for each class.
of series 2007-CS principal balance certificates the approximate total principal
balance of that class at initial issuance. The actual total principal balance of
any class of series 2007 -C6 principal balance certificates at initial issuance
may be)arger or smaller than the amount shown in the table on page S-7 of
this prospectus supplement, depending on, among other things, the actual
size of the initial mortgage pool balance. The actual size of the initial
mortgage pool
S-9
balance may be as much as 5% larger or smaller than the amount presented
in this prospectus supplement.
The total principal balance of each floating rate class of series 2007 -C6
certificates will equal the total principal balance of the corresponding REMIC
regular interest.
The class X certificates will not ha;e principal balances and are sometimes
referred to as the series 2007-CB interest only certificates. For purposes of
calculating the amount of accrued interest, the class X certificates will ha;e a
total notional amount.
The total notional amount of the class X certificates will equal the total
principal balance of the series 2007 -C6 principal balance certificates
outstanding from time to time. The approximate total notional amount of the
class X certificates at initial issuance is shown in the table on page S-7 of
supplement, although it may be as much as 5% larger or
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-141638
PROSPECTUS SUPPLEMENT
(to prospectus dated November 12, 2007)
STRUCTURED ASSET SECURITIES CORPORATION II
Depositor
LB-UBS COMMERCIAL MORTGAGE TRUST 2007-C7
Issuing Entity
Commercial Mortgage Pass-Through Certificates, Series 2007-C7
Class A-1, Class A-2, Class A-AB, Class A-3, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class X-CP and Class X-W
Approximate Total Principal Balance at Initial Issuance: $2,956,253,000
We are Structured Asset Securities Corporation II, the depositor with respect to the securitization transaction that is the subject of this
prospectus supplement. This prospectus supplement relates to, and is accompanied by, our base prospectus dated November 12, 2007. This
prospectus supplement and the accompanying base prospectus are intended to offer and relate only to the classes of commercial mortgage pass-
through certificates identified above, and not to the other classes of certificates that will be issued by the issuing entity, which is also identified
above. The offered certificates are not listed on any national securities exchange or any automated quotation system of any registered securities
associations, such as NASDAQ.
The sponsors of the subject securitization transaction are Lehman Brothers Holdings Inc., UBS Real Estate Securities Inc. and KeyBank
National Association.
The offered certificates will represent interests only in the issuing entity and do not represent obligations of or interests in the sponsor, the
depositor or any of their respective affiliates. The assets of the issuing entity will include a pool of multifamily and commercial mortgage loans
having the characteristics described in this prospectus supplement. No governmental agency or instrumentality or private insurer has insured or
guaranteed payment on the offered certificates or any of the mortgage loans that back them.
The holders of each class of offered certificates will be entitled to receive, to the extent of available funds, monthly distributions of interest,
principal or both, commencing on the distribution date in December 2007. The table on page S-7 of this prospectus supplement contains a list of the
respective classes of offered certificates and states the original principal balance or notional amount, initial interest rate, interest rate description, and
other select characteristics of each of those classes. Credit enhancement is being provided to the offered certificates through the subordination of
various other classes, including multiple non-offered classes, of the series 2007-C7 certificates. That same table on page S-7 of this prospectus
supplement also contains a list of the non-offered classes of the series 2007-C7 certificates.
You should fully consider the risk factors beginning on page S-45 in this prospectus supplement and on page 18 in the
accompanying base prospectus prior to investing in the offered certificates.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal
offense.
Lehman Brothers Inc., UBS Securities LLC and Wachovia Capital Markets, LLC are the underwriters with respect to the offered certificates.
They will purchase their respective allocations, in each case if any, of the offered certificates from us, subject to the satisfaction of specified
conditions. Our proceeds from the sale of the offered certificates will equal approximately $3,023,000,000, plus accrued interest on all the offered
certificates from November 11, 2007, before deducting expenses payable by us. The underwriters currently intend to sell the offered certificates at
varying prices to be determined at the time of sale. Not every underwriter will have an obligation to purchase offered certificates from us. See
Method of Distribution in this prospectus supplement.
Lehman Brothers Inc. and UBS Securities LLC are acting as co-lead managers and co-bookrunners in the following manner: Lehman Brothers
Inc. is acting as sole bookrunning manager with respect to 60.4% of each class of offered certificates and UBS Securities LLC is acting as sole
bookrunning manager with respect to the remaining portion of each class of offered certificates. Wachovia Capital Markets, LLC is acting as co-
manager.
UBS SECURITIES LLC LEHMAN BROTHERS
Co-Lead Manager Co-Lead Manager
WACHOVIA SECURITIES
Co-Manager
The date of this prospectus supplement is November 20, 2007.
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series 2007-C7 controlling class representative or the holders of series 2007-C7 certificates entitled to 25% of the series 2007-C7
voting rights, will be required to) pursue such rights, if any, as the holder of the subject Outside Serviced Trust Mortgage Loan may
have pursuant to the applicable servicing agreement.
No series 2007-C7 certificateholder will have the right under the series 2007-C7 pooling and servicing agreement to institute any
suit, action or proceeding with respect to that agreement or any underlying mortgage loan unless
that holder previously has given to the trustee written notice of default,
except in the case of a default by the trustee, series 2007-C7 certificateholders entitled to not less than 25% of the series
2007-C7 voting rights have made written request to the trustee to institute that suit, action or proceeding in its own name as
trustee under the series 2007-C7 pooling and servicing agreement and have offered to the trustee such reasonable indemnity
as it may require, and
except in the case of a default by the trustee, the trustee for 60 days has neglected or refused to institute that suit, action or
proceeding.
See Description of the Governing DocumentsRights, Protection, Indemnities and Immunities of the Trustee for a
description of certain limitations regarding the trustees duties with respect to the foregoing matters.
Administration of the Outside Serviced Trust Mortgage Loans
The Outside Serviced Trust Mortgage Loans and any related REO Property will be serviced and administered in accordance with
the governing servicing agreement for the related Loan Combination. If the trustee is requested to take any action in its capacity as
holder of an Outside Serviced Trust Mortgage Loan, pursuant to that governing servicing agreement, or if a responsible officer of the
trustee becomes aware of a default or event of default on the part of any party under that governing servicing agreement, then (subject
to any more specific discussion within this prospectus supplement, including under Rights Upon Event of Default above, with
respect to the matter in question) the trustee will notify, and act in accordance with the instructions of, the series 2007-C7 controlling
class representative.
Third-Party Beneficiaries
The mortgage loan sellers will be third-party beneficiaries of the series 2007-C7 pooling and servicing agreement to the extent set
forth therein. Accordingly, the series 2007-C7 pooling and servicing agreement cannot be modified in any manner that is material and
adverse to any of those parties without its consent.
SERVICING OF THE LOAN COMBINATIONS
The series 2007-C6 pooling and servicing agreement initially governs the servicing and administration of the Innkeepers
Portfolio Loan Combination and any related REO Property. The series 2007-C6 pooling and servicing agreement is the governing
document for the Series 2007-C6 Securitization, which closed prior to the Issue Date. Under the series 2007-C6 pooling and servicing
agreement, the master servicer is Wachovia Bank, National Association, the trustee is LaSalle Bank National Association and the
initial special servicer is Midland Loan Services, Inc. The series 2007-C2 pooling and servicing agreement initially governs the
servicing and administration of the Sears Tower Loan Combination and any related REO Property. The series 2007-C2 pooling and
servicing agreement is the governing document for the Series 2007-C2 Securitization, which closed prior to the Issue Date. Under the
series 2007-C2 pooling and servicing agreement, the master servicer is Wachovia Bank, National Association, the trustee is LaSalle
Bank National Association and the initial special servicer is LNR Partners, Inc. The master servicer, special servicer and trustee under
the series 2007-C7 pooling and servicing agreement will not have any obligation or authority to supervise the series 2007-C6 master
servicer, the series 2007-C6 special servicer, the series 2007-C6 trustee, the series 2007-C2 master servicer, the series 2007-C2 special
servicer or the series 2007-C2 trustee or to make servicing advances with respect to either the Innkeepers Portfolio Loan Combination
or the Sears Tower Loan Combination. Each of the series 2007-C6 pooling and servicing agreement and the series 2007-C2 pooling
and servicing agreement provides for servicing in a manner acceptable for rated transactions similar in nature to the series 2007-C7
securitization and the servicing arrangements under each of the series 2007-C6 pooling and servicing agreement and the series 2007-
C2 pooling and servicing agreement are generally similar, but not identical, to the servicing arrangements under the series 2007-C7
pooling and servicing agreement. In that regard:
One or more parties to each of the series 2007-C6 pooling and servicing agreement and the series 2007-C2 pooling and
servicing agreement will be responsible for making servicing advances with respect to the subject Loan
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Combination, which servicing advances will be reimbursable (with interest at a published prime rate) to the maker thereof
out of collections on the subject Loan Combination, and none of the parties to that agreement (in their capacities under such
agreement) will have any right or duty to make advances of delinquent debt service payments on the related underlying
mortgage loan included in the series 2007-C7 securitization transaction.
The mortgage loans that form the subject Loan Combination are to be serviced and administered under a general servicing
standard that is substantially similar (but not identical) to the Servicing Standard under the series 2007-C7 pooling and
servicing agreement and as if they were a single mortgage loan indebtedness under that agreement (subject to any rights of
the related Loan Combination Controlling Party or a representative on its behalf to consult or advise with respect to, or to
approve or disapprove, various servicing-related actions involving the subject Loan Combination).
The mortgage loans that form the subject Loan Combination will become specially serviced mortgage loans if specified
events occur, which events are substantially similar (but not identical) to the Servicing Transfer Events under the Series
2007-C7 pooling and servicing agreement, in which case the party serving as the special servicer under the series 2007-C6
pooling and servicing agreement or the series 2007-C2 pooling and servicing agreement, as applicable, will be entitled to
(among other things) special servicing fees, workout fees and/or liquidation fees with respect to the related underlying
mortgage loan included in the series 2007-C7 securitization transaction that arise and are payable in a manner and to an
extent that is substantially similar to the special servicing fees, workout fees and/or liquidation fees that are payable to the
special servicer under the series 2007-C7 pooling and servicing agreement with respect to other underlying mortgage loans;
provided that (a) the special servicing fee rate for the Innkeepers Portfolio Mortgage Loan will equal (i) 0.25% per annum
when the loan balance is less than $25,000,000 and (ii) 0.15% per annum when the loan balance is greater than or equal to
$25,000,000, and (b) the workout fee rate and the liquidation fee rate for the Innkeepers Portfolio Mortgage Loan will each
equal (i) 1.0% when the loan balance is less than $25,000,000 and (ii) 0.75% when the loan balance is greater than or equal
to $25,000,000.
In general, under each of the series 2007-C6 pooling and servicing agreement and the series 2007-C2 pooling and servicing
agreement, the occurrence of a Servicing Transfer Event with respect to any mortgage loan in a Loan Combination will
automatically result in the occurrence of a Servicing Transfer Event with respect to the other mortgage loan(s) in that Loan
Combination. However, if, subject to the terms, conditions and limitations of the related Co-Lender Agreement, any Sears
Tower Note B Non-Trust Loan Noteholder prevents the occurrence of a Servicing Transfer Event with respect to the Sears
Tower Note A-1 Non-Trust Loan, the Sears Tower Note A-2 Loan Combination and the Sears Tower Note A-3 Non-Trust
Loan through the exercise of cure rights as set forth in the related Co-Lender Agreement, then the existence of such
Servicing Transfer Event with respect to the related Sears Tower Note B Non-Trust Loan will not, in and of itself, result in
the existence of a Servicing Transfer Event with respect to the Sears Tower Note A-1 Non-Trust Loan, the Sears Tower
Note A-2 Loan Combination and the Sears Tower Note A-3 Non-Trust Loan, or the transfer to special servicing of the
applicable Loan Combination, unless a separate Servicing Transfer Event may occur with respect thereto.
The master servicer and special servicer for the Series 2007-C2 Securitization, in the case of the Sears Tower Loan
Combination, or for the Series 2007-C6 Securitization, in the case of the Innkeepers Portfolio Loan Combination, will be
responsible for entering into any modifications or amendments and for granting any waivers or consents with respect to that
Loan Combination under terms and conditions similar to those described under The Series 2007-C7 Pooling and Servicing
AgreementModifications, Waivers, Amendments and Consents and Description of the Mortgage PoolLoan
Combinations in this prospectus supplement, except that, as specified in each of the series 2007-C2 pooling and servicing
agreement and the series 2007-C6 pooling and servicing agreement, the master servicer thereunder will be primarily
responsible for approving certain modifications, consents, waivers or amendments, including without limitation
(a) consenting to subordination of the lien of the subject Loan Combination to an easement, right-of-way or similar
agreement for utilities, access, parking, public improvements or another purpose, provided that such master servicer
has determined in accordance with the applicable servicing standard that such easement, right-of-way or similar
agreement will not materially interfere with the then-current use of the related mortgaged real property, the security
intended to be provided by the related mortgage instrument or the related borrowers ability to repay the subject Loan
Combination, or materially or adversely affect the value of the related mortgaged real property;
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(b) granting waivers of minor covenant defaults (other than financial covenants), including delivery of late financial
statements;
(c) granting releases of non-material parcels of the related mortgaged real property, releases of the related mortgaged real
property in connection with a defeasance or a pending or threatened condemnation and, if the related loan documents
expressly require the mortgagee thereunder to grant a release upon the satisfaction of certain conditions, releases of the
related mortgaged real property as required by the related loan documents;
(d) approving routine leasing activity (including any subordination, standstill and attornment agreement) with respect to
leases for less than the lesser of (a) 20,000 square feet and (b) 20% of the related mortgaged real property;
(e) subject to certain related conditions, approving annual budgets for the related mortgaged property;
(f) disbursements of any earnout or holdback amounts in accordance with the related loan documents;
(g) waiving provisions of the subject Loan Combination requiring the receipt of a rating confirmation if the balance such
mortgage loan does not exceed certain levels and the related provision of the mortgage loan does not relate to a due-
on-sale or due-on-encumbrance clause;
(h) subject to certain other restrictions regarding principal prepayments, waiving any provision of the subject Loan
Combination requiring a specified number of days notice prior to a principal prepayment;
(i) consenting to changing the property manager with respect to the related mortgaged real property; and
(j) granting other similar non-material waivers, consents, modifications or amendments;
provided that (1) any such modification, waiver or amendment would not in any way affect a payment term of the related
mortgage loan (other than, in the case of a non-specially serviced mortgage loan, a waiver of payment of Default Interest or a
late payment charge) and (2) agreeing to such modification, waiver or amendment would be consistent with the applicable
servicing standard.
In addition, the management, prosecution, defense and/or settlement of claims and litigation relating to any mortgage loan
brought against the series 2007-C2 or series 2007-C6 trust fund or any party to the series 2007-C2 or series 2007-C6
pooling and servicing agreement will generally be handled by the related master servicer and/or special servicer, as more
specifically provided for in the series 2007-C2 or series 2007-C6, as applicable, pooling and servicing agreement. In
connection with handling such matters, the related master servicer and/or special servicer may be required to seek the
consent of the series 2007-C2 or series 2007-C6, as applicable, controlling class representative with respect to material
decisions and settlement proposals. In addition, the related master servicer or special servicer, as applicable, may be entitled
to reasonable compensation for directing, managing, prosecuting and/or defending any such claims, as set forth in the series
2007-C2 or series 2007-C6, as applicable, pooling and servicing agreement.
Any modification, extension, waiver or amendment of the payment terms of the subject Loan Combination is required to be
structured so as to be consistent with the allocation and payment priorities in the related mortgage loan documents and the
related Co-Lender Agreement, such that neither the trust as holder of the related underlying mortgage loan nor any holder
of a related Non-Trust Loan gains a priority over the other such holder that is not reflected in the related mortgage loan
documents and the related Co-Lender Agreement.
Subject to the discussion in the following bullets, neither the special servicer nor the master servicer under the series 2007-
C6 pooling and servicing agreement or series 2007-C2 pooling and servicing agreement, as applicable, will be permitted to
take (or, in case of that special servicer, if and when appropriate, to consent to that master servicers taking) any of the
following actions (or, subject to the related Co-Lender Agreement, some subset of the following actions) under the
applicable pooling and servicing agreement with respect to the applicable Loan Combination, as to which action the related
Loan Combination Controlling Party has objected within such time period provided for in the related Co-Lender Agreement
(which is not more than 30 days) of having been notified thereof in writing and having been provided with all reasonably
requested information with respect thereto:
(a) any proposed foreclosure upon or comparable conversion, which may include acquisitions of an REO Property, of the
related mortgaged real property and the other collateral securing the subject Loan Combination if it comes into and
continues in default;
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(b) any modification, extension, amendment or waiver of a monetary term (including the timing of payments or the
maturity date and any acceleration of the loan unless such acceleration is by its terms automatic under the related loan
documents) or any material non-monetary term (including a material term relating to insurance) of a mortgage loan that
is part of the subject Loan Combination;
(c) any proposed sale of a related REO Property or any proposed sale of the loan other than in connection with the exercise
of a fair value purchase option pursuant to the applicable pooling and servicing agreement;
(d) any acceptance of a discounted payoff or the forgiveness of any interest or principal payments of a mortgage loan that
is part of the subject Loan Combination;
(e) any determination to bring the related mortgaged real property (including if it is an REO Property) into compliance
with applicable environmental laws or to otherwise address hazardous materials located at the related mortgaged real
property;
(f) any renewal or replacement of the then existing insurance policies to the extent that the renewal or replacement policy
does not comply with the terms of the related loan documents or any waiver, modification or amendment of any
insurance requirements under the related loan documents, in each case if lenders approval is required by the related
loan documents;
(g) any adoption or approval of a plan in bankruptcy of the related borrower or similar event in a bankruptcy or similar
proceeding;
(h) any release of collateral for the subject Loan Combination (including, but not limited to, the termination or release of
any reserves, escrows or letters of credit), other than in accordance with the terms of, or upon satisfaction of, the
subject Loan Combination;
(i) any acceptance of substitute or additional collateral for the subject Loan Combination or any release of the borrower or
any guarantor, other than in accordance with the terms thereof;
(j) any waiver of or determination to enforce or not to enforce a due-on-sale or due-on-encumbrance clause with
respect to the subject Loan Combination;
(k) any acceptance of an assumption agreement releasing the related borrower from liability under the subject Loan
Combination;
(l) any approval of annual budgets, business plans, major leases, modifications to or terminations of major leases or a
material capital expenditure, if lenders approval is required by the related loan documents;
(m) any release of the related borrower or any guarantor from liability with respect to the subject Loan Combination or any
material modification to, waiver of any material provision of, or material release of, any guaranty or indemnity
agreement unless required under the loan agreement;
(n) any replacement of the property manager or any proposed termination or material modification of the property
management agreement, if lenders approval is required by the related loan documents;
(o) any approval of the transfer of the related mortgaged real property or interests in the related borrower or the incurrence
of additional indebtedness secured by the related mortgaged real property or any mezzanine financing by any beneficial
owner of the borrower, if lenders approval is required by the related loan documents;
(p) any modification to a ground lease or certain designated space leases;
(q) any determination to apply casualty proceeds or condemnation awards toward repayment of a mortgage loan that is part
of the subject Loan Combination rather than toward restoration of the related mortgaged real property;
(r) any release, waiver or reduction of the amounts of escrows or reserves not expressly required by the terms of the
related loan documents or under applicable law;
(s) the subordination of any lien created pursuant to the terms of the related loan documents;
(t) any material alteration to the related mortgaged real property, to the extent the lender has approval rights with respect
to such item in the related loan documents;
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(u) any proposed amendment to any single purpose entity provision of the related loan documents;
(v) any determination by the master servicer that a Servicing Transfer Event that is based on imminent default has
occurred with respect to a mortgage loan that is part of the subject Loan Combination; and
(w) any proposed sale of the related mortgaged real property for less than the unpaid principal amount of the underlying
mortgage loan that is part of the subject Loan Combination, accrued and unpaid interest thereon, all amounts required
to be paid or reimbursed to the master servicer, special servicer and trustee under the the series 2007-C6 pooling and
servicing agreement or series 2007-C2 pooling and servicing agreement, as applicable, and any unreimbursed realized
losses allocated to the underlying mortgage loan that is part of the subject Loan Combination;
provided that, if the special servicer or the master servicer, as applicable, determines that immediate action is necessary to
protect the interests of the holders of the mortgage loans in the subject Loan Combination, as a collective whole, then the
applicable special servicer or master servicer (to the extent the master servicer is otherwise permitted to take such action
under the controlling pooling and servicing agreement), as applicable, may take (or, in the case of the applicable special
servicer, if and to the extent applicable, consent to the applicable master servicers taking) any such action without waiting
for the related Loan Combination Controlling Partys response.
In addition, subject to the discussion in the following bullets, the related Loan Combination Controlling Party may
generally direct the special servicer and/or master servicer under the series 2007-C6 pooling and servicing agreement or
series 2007-C2 pooling and servicing agreement, as applicable, to take, or refrain from taking, any actions with respect to a
Loan Combination that the related Loan Combination Controlling Party may consider consistent with the related Co-Lender
Agreement or as to which provision is otherwise made in the related Co-Lender Agreement.
Notwithstanding the foregoing, in the case of the Innkeepers Portfolio Loan Combination, if the holders of the Innkeepers
Portfolio Mortgage Loan and the Innkeepers Portfolio Pari Passu Non-Trust Loan (or their respective representatives) as the
related Loan Combination Controlling Party have not, within the requisite time period provided for in the related Co-Lender
Agreement, executed a mutual consent with respect to any advice, consent or direction regarding a specified servicing
action, the special servicer or master servicer, as applicable, under the series 2007-C6 pooling and servicing agreement will
implement the servicing action that it deems to be in accordance with the applicable servicing standard, and the decision of
the such special servicer or such master servicer, as applicable, will be binding on all such parties. Likewise, if the holders
of the Sears Tower Note A-1 Non-Trust Loan, the Sears Tower Note A-2 Loan Combination and the Sears Tower Note A-3
Non-Trust Loan or their respective representatives constitute the related Loan Combination Controlling Party, and if they
have not, within the requisite time period provided for in the Sears Tower Co-Lender Agreement, executed a mutual
consent with respect to any advice, consent or direction regarding a specified servicing action, the series 2007-C2 special
servicer or master servicer, as applicable, will implement the servicing action that it deems to be in accordance with the
servicing standards, and the decision of the series 2007-C2 special servicer or master servicer, as applicable, will be binding
on all such parties, subject to certain conditions set forth in the series 2007-C2 pooling and servicing agreement.
Further notwithstanding the foregoing, no advice, direction or objection given or made by the Loan Combination
Controlling Party for any Loan Combination, as contemplated by any of the foregoing bullets in this Servicing of the Loan
Combinations section, may (1) require or cause the applicable special servicer or master servicer, as applicable, to violate
(a) any other provision of the series 2007-C6 pooling and servicing agreement or series 2007-C2 pooling and servicing
agreement, as applicable, including the obligation of that servicer to act in accordance with the Servicing Standard, (b) the
related mortgage loan documents, including any applicable co-lender and/or intercreditor agreements, or (c) applicable law,
including the REMIC provisions of the Internal Revenue Code or (2) subject that servicer to liability or materially expand
the scope of its obligations under the respective pooling and servicing agreement; and that servicer is to ignore any such
advice, direction or objection that would have such effect. Furthermore, neither the series 2007-C6 special servicer nor the
series 2007-C2 special servicer will be obligated to seek approval from the related Loan Combination Controlling Party
under the related pooling and servicing agreement for any actions to be taken by such special servicer with respect to the
workout or liquidation of the subject Loan Combination if
(a) the applicable special servicer has, as described above, notified the applicable Loan Combination Controlling Party in
writing of various actions that such special servicer proposes to take with respect to the workout or liquidation of that
Loan Combination and
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(b) for 60 days following the first of those notices, the applicable Loan Combination Controlling Party has objected to all
of those proposed actions and has failed to suggest any alternative actions that the special servicer considers to be
consistent with the Servicing Standard.
The holders or beneficial owners of a majority interest in each of the series 2007-C6 controlling class and the series 2007-
C2 controlling class will have the right to replace the special servicer under the series 2007-C6 pooling and servicing
agreement and series 2007-C2 pooling and servicing agreement, respectively, and the series 2007-C7 controlling class
representative will have the right to replace the special servicer under the series 2007-C6 pooling and servicing agreement
solely with respect to the Innkeepers Portfolio Mortgage Loan, and the related Loan Combination Controlling Party will
have the right to replace the special servicer under the series 2007-C2 pooling and servicing agreement solely with respect
to the Sears Tower Loan Combination, in each case on terms and conditions that are similar to those applicable to the
replacement of the special servicer under the series 2007-C7 pooling and servicing agreement by the holders or beneficial
owners of a majority interest in the series 2007-C7 controlling class, as described under The Series 2007-C7 Pooling and
Servicing AgreementReplacement of the Special Servicer in this prospectus supplement.
In general, the respective parties to each of the series 2007-C6 pooling and servicing agreement and the series 2007-C2
pooling and servicing agreement will have substantially the same limitations on liability and rights to reimbursement and/or
indemnification as do the respective parties to the series 2007-C7 pooling and servicing agreement.
If the related Non-Trust Loan is ever no longer part of the trust fund created pursuant to the series 2007-C6 pooling and
servicing agreement or the series 2007-C2 pooling and servicing agreement, as applicable, then the subject Loan
Combination will be serviced and administered under one or more successor servicing agreements entered into with the
master servicer and, if applicable, the special servicer under the related pooling and servicing agreement, on terms
substantially similar to those in the related pooling and servicing agreement, unless that master servicer, that special
servicer and the holders of the mortgage loans that form the subject Loan Combination otherwise agree. No such other
servicing agreement may be entered into on behalf of the trust as the holder of the related underlying mortgage loan unless
the holders of all mortgage loans comprising the subject Loan Combination collectively agree to grant consent to such other
servicing agreement, and entry into any successor servicing agreement will be conditioned upon receipt from S&P and
Fitch of a written confirmation that entering into that agreement would not result in the withdrawal, downgrade, or
qualification, as applicable, of the then current ratings assigned by those rating agencies to any class of series 2007-C7
certificates.
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the rate and timing of any principal prepayni'enls and/or other early
liquidations of the underlying mortgage loans;
a faster than anticipated rate of payments and other collections of
principal on the underlying mortgage loans could result in a lower than
anticipated yield with respect to the class X certificates, and
an extremely rapid rate of prepayments and/or other liquidations of the
underlying mortgage loans could result in a complete or partial loss of
your initial in.,.,stment with respect to the class X certificates.
The yield on the offered certificates with variable or capped pass-through rates
could also be ad.,.,rsely affected if the underlying mortgage loans with
relati.,.,ly higher net mortgage interest rates pay principal faster than the
underlying mortgage loans with relati.,.,ly lower net mortgage interest rates.
S-44
In addition, the pass-through rate for, and yield on, the class X certificates will
vary with changes in the relati"' sizes of the respecti"' components. that
make up the total notional amount of that class, with each of those
components consisting of the total principal balance of a specified class of
series 2007 -CS principal balance certificates.
Holders of the class A-1, A-2, A-3, A-AB and A-4 certificates will be affected
by the rate and timing of payments and other collections of principal on the
underlying mortgage loans in loan group 1 and, in the absence of significant
losses on the mortgage pool, should be largely .unaffected by the rate and
timing of payments and other collections of principal on the underlying
mortgage loans in loan group 2. Con.,.,rsely, holders of the class A-1A
certificates will be affected by the rate and timing of payments and other
collections of principal on the underlying mortgage loans in loan group 2 and,
only after the retirement of the class A-1, A-2, A-2FL, A-3, A-AB and A-4
certificates or in connection with significant losses on the mortgage pool, will
be affected by the rate and timing of payments and other collections of
principal on the underlying mortgage loans in loan group 1.
See "Yield and Maturity Considerations" in th.is prospectus supplement and
in the accompanying base prospectus.
S-45
RISK FACTORS
The offered certificates are not suitable in.,.,stments for all in.,.,stors. You should not purchase any offered certificates
unless you understand and are able to bear the risks associated with those certificates.
The offered certificates are complex securities and it is important that you possess, either alone or together with an
in.,.,stment adi.isor, the expertise necessary to evaluate the information contained in this prospectus supplement and the
accompanying base prospectus in the context of your financial situation.
You should consider the following factors, as well as those set forth under "Risk Factors" in the accompanying base
prospectus, in deciding whether to purchase any offered certificates. The "Risk Factors" section in the accompanying base
prospectus includes a number of general risks associated with making an in.,.,stment in the offered certificates.
The Class A-M, A.J, B, C, D, E and F Certificates Are Subordinate to, and Are Therefore Riskier than, the ClassA-1,
A-2, A..J, A-AB, A-4 and A-1A Certificates
~ y o u purchase class A-M, A-J, B, C, D, E and F certificates, then your offered certificates will pro;;de credit support to
other classes of. series 2007-GS certificates, including the A-1, A-2, A-3, A-AB, A-4, A1A and X classes, and to some or all
of the REMIC regular interests corresponding to the floating rate classes of the series 2007 -CS certificates. As a result, you
will recei"' payments after, and must bear the effects of losses on the underlying mortgage loans before, the holders of those
other classes of series 2007-GS certificates.
When making an in.,.,stment decision, you should consider, among other things-
the payment priorities of the respecti"' classes of the series 2007-CS certificates (or, in the case of the floating
rate classes of the series 2007-GS certificates, of the respecti"' corresponding REMIC regular interests),
the order in which the principal balances of the respecti"' classes of the series 2007 -cs principal balance
certificates (or, in the case of the floating rate classes of the series 2007 -cs certificates, of the respecti"'
corresponding REMIC regular interests) will be reduced in connection with losses and default-related shortfalls, and
the characteristics and quality of the mortgage loans in the trust.
See "Description of the Mortgage Pool" and "Description of the Offered Certificates-Payments" and "-Reductions of
Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus
supplement. See also "Risk Factors-The ln.,.,stment Performance of Your Offered Certificates Will Depend Upon
Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be
Highly Unpredictable," "-Payments on the Offered Certificates Will Be Made Solely from the Limited Assets of the Related
Trust, and Those Assets May Be Insufficient to Make All Required Payments on Those Certificates" and "-Any Credit
Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses" in the accompanying
base prospectus.
The Offered Certificates Have Uncertain Yields to Maturity
The yields on your offered certificates will depend on-
the price you paid for your offered certificates, and
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The rate, timing and amount of payments on your offered certificates will depend on:
(a) the pass-through rate for, and other payment terms of, your offered certificates;
(b) the rate and timing of payments and other collections of principal on the underlying mortgage loans or, in
some cases, a particular group of underlying mortgage loans;
(c) the rate and timing of defaults, and the severity of losses, if any, on the underlying mortgage loans or, in some
cases, a particular group of underlying mortgage loans;
(d) the rate, timing, se..erity and allocation of other shortfalls and expenses that reduce amounts a"'ilable for
payment on your offered certificates;
(e) the collection and payment of prepayment premiums and yield maintenance charges with respect to the
underlying mortgage loans or, in some cases, a particular group of underlying mortgage loans; and
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Table of Contents
(f) sef\icing decisions with respect to the underlying mortgage loans or, in some cases, a particular group of
underlying mortgage loans.
In general, the factors described in clauses (a) through (f) of the preceding paragraph cannot be predicted with any
certainty. Accordingly, you may find it difficult to determine the effect that these factors might ha\8 on the yield to maturity of
your offered certificates. In the absence of significant losses on the mortgage pool, holders of the class A-1, A-2, A-3, A-AB
and A-4 certificates should be concerned with the factors described in clauses (b) through (f) of the preceding paragraph
primarily insofar as they relate to the underlying mortgage loans in loan group 1. Until the class A-1, A-2, A-2FL, A-3, A-AB
and A-4 certificates are retired, holders of the class A-1A certificates should, in the absence of significant losses on the
mortgage pool, be concerned with the factors described in clauses (b) through (f) of the preceding paragraph primarily insofar
are they relate to the underlying mortgage loans in loan group 2.
See "Description of the Mortgage Pool," "The Series 2007 -C6 Pooling and Sef\icing Agreement," "Sef\icing of the
Potomac Mills Loan Combination" and "Sef\icing of the Och-Ziff Retail Portfolio Loan Combination", "Description of the
Offered Certificates-Payments" and "-Reductions of Certificate Principal Balances in Connection with Realized Losses
and Additional Trust Fund Expenses" and "Yield and Maturity Considerations" in this prospectus supplement. See also
"Risk Factors-The Investment Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses
on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable" and "Yield
and Maturity Considerations" in the accompanying base prospectus.
The Investment Perfonmance of Your Offered Certificates May Vary Materially and Adversely from Your
Expectations Because-the Rate of Prepayments and Other Unscheduled Collections of Principal on the Underlying
Mortgage Loans Is Faster or Slower than You Anticipated
~ y o u purchase any offered certificate at a premium from its principal balance, and if payments and other collections of
principal on the mortgage loans in the trust occur at a rate faster than you anticipated at the time of your purchase, then your
actual yield to maturity may be lower than you had assumed at the time of your purchase. Con\ersely, if you purchase any
offered certificate at a discount from its principal balance, and if payments and other collections of principal on the mortgage
loans in the trust occur at a rate slower than you anticipated al the time of your purchase, then your actual yield to maturity
may be lower than you had assumed at the time of your purchase.
Holders of the class A-1, A-2, A-3, A-AB and A-4 certificates will be affected by the rate of payments and other
collections of principal on the underlying mortgage loans in loan group 1 and, in the absence of significant losses on the
mortgage pool, should be largely unaffected by the rate and timing of payments and other collections of principal on the
underlying mortgage loans in loan group 2. Conversely, holders of the class A-1A certificates will be affected by the rate and
timing of payments and other collections of principal on the underlying mortgage loans in loan group 2 and, only after the
retirement of the class A-1, A-2, A-2FL, A-3, A-AB and A-4 certificates or in connection with significant losses on the
mortgage pool, will be affected by the rate and timing of payments and other collections of principal on the underlying
mortgage loans in loan group 1.
~ y o u purchase a class X certificate, your yield to maturity will be particularly sensiti..e to the rate and timing of principal
payments on the underlying mortgage loans. A payment of principal in reduction of the total principal balance of any class of
series 2007 -C6 principal balance certificates will result in a reduction of the total notional amount of the class X certificates.
Accordingly, if principal payments on the underlying mortgage loans occur at a rate faster than that assumed at the lime of
purchase, then your actual yield to maturity with respect to the class X certificates may be lower than that assumed at the
time of purchase. Your yield to maturity could also be ad\ersely affected by-
the repurchase of any underlying mortgage loan in connection with a material breach of representation and
wanranty or a material document omission, all as described under "Description of the Mortgage Pool-Cures and
Repurchases" in this prospectus supplement,
the sale of defaulted underlying mortgage loans out of the trust in accordance with a fair "'lue or other purchase
option, and
the termination of the trust, as described under "Description of the Offered Certificates-Termination" in this
prospectus supplement.
Prior to in..esting in the class X certificates, you should fully consider the associated risks, including the risk that an
extremely rapid rate of amortization, prepayment or other early liquidation of the underlying mortgage loans could result in
your failure to fully recover your initial investment. The ratings on the class X certificates do not address whether a purchaser
of those certificates would be able to reco..er its initial investment in them.
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You should consider that prepayment premiums and yield maintenance charges may not be collected in all
circumstances. For example, a federal district court in Illinois in September 2006 held that, under Illinois law, the subject
"yield maintenance" premium due in connection with a \Oiuntary prepayment of a commercial mortgage loan was an
unenforceable penalty. The decision is currently on appeal to the US Court of Appeals for the Se\enth Ci':'uit. Furthermore,
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The yield on offered certificates with a variable or capped pass-through rate could also be adversely affected if the
underlying mortgage loans with relatively higher net mortgage interest rates pay principal faster than the mortgage loans with
relatively tower net mortgage interest rates. In addttion, the pass-through rate for, and yie_ld on, the class X certificates will
vary with changes in the relative sizes of the respective components that make up the total notional amount of that class,
with each of those components consisting of the total principal balance of a specified class of series 2007 -C6 principal
balance certificates.
The Interests of the Series 2007-CS Controlling Class Certificate holders May Be in Conflict with the Interests of the
Offered Certilicateholders
The holders or beneficial owners of series 2007-C6 certificates representing a majority interest in the controlling class of
series 2007 -C6 certificates will be entitled to: (a) appoint a representative the rights and powers described and/or
referred to under "The Series 2007 -C6 Pooling and SeNcing Agreement-The Series 2007 -C6 Controlling Class
Representative and the SeNced Non-Trust Loan Noteholders" in this prospectus supplement; and (b) replace the special
seNcer under the series 2007 -CS pooling and seNcing agreement, as and to the extent and subject to satisfaction of the
conditions described under "The Series 2007-CS Pooling and SeNcing Agreement-Replacement of the Special SeNcer" in
this prospectus supplement. Among other things, the series 2007-CS controlling class representative may direct the special
seNcer'under the series 2007 -CS pooling and seNcing agreement or other applicable seNcing agreement to take, or to
refrain from taking,. certain actions with respect to the and/or administration of any specially seNced mortgage
loans and foreclosure properties in the trust that the series 2007 -CS controlling class representative may consider sable,
subject to any rights in that regard that the related non-trust mortgage loan notehotder(s) may have with respect to an
underlying mortgage loan that is part of a loan combination.
In the absence of significant losses on the underlying mortgage loans, the series 2007-CS controlling class will be a non-
offered class of series 2007-Cs certificates. The series 2007-CS controlling class certificateholders are therefore likely to have
interests that conflict with those of the holders of the offered certificates. You should expect that the series 2007-C6
controlling class representative will exercise its rights and powers on behalf of the series 2007-C6 controlling class
certificateholders, and it will not be liable to any other class of series 2007,C6 certificateholders for so doing.
The Absence or Inadequacy of Insurance Coverage on the Mortgaged Properties May Adversely Affect Payments
on Your Certificates
After the terrorist attacks of September 11, 2001, the cost of insurance coverage for acts of terrorism increased and the.
availability. of such insurance decreased. In response. to this situation, Congress enacted the Terrorism Risk Insurance Act of
2002, which was amended and extended by the Terrorism Risk Insurance Extension Act of 2005, signed into law by
President Bush on December 22, 2005. The Terrorism Risk Insurance Extension Act of 2005 requires that qualifying insurerS
offer terrorism insurance cpverage in all property and casualty insurance policies on terms not materially different than terms
applicable to other losses. The federai government currently covers 85% 'of the losses from covered certified acts of terrorism
on commercial risks in the United States only, in excess of a specified deductible amount calcu,tated as a percentage of an
affiliated insurance group's prior year premiums on commercial lines policies covering risks in the United States. This
specified deductible amount is 20% of such premiums for losses occurring in 2007. Further, to trigger coverage under the
Terrorism Risk Insurance Extension Act of 2005, the aggregate industry property and casualty insurance losses resulting
from an act of terrorism must exceed $100 million for acts of terrorism occurring in 2007. The Terrorism Risk Insurance
Extension Act of 2005 now excludes coverage for commercial auto, burglary and theft, surety, professional liability and farm
owners' multiperil. The Terrorism Risk Insurance Extension Act of 2005 will expire on December 31, 2007.
The .Terrorism Risk Insurance Extension Act of 2005 applies only to losses resulting from attacks that have been
committed by on of a foreign person or foreign interest, and does not cover acts of purely domestic
terrorism. Further, any such attack must be certified as an "act of terrorism" by the federal government, wihich decision is
not subfect to judicial As a result, insurers may continue to try to exclude from coverage under their policies losses
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resulting from terrorist acts not covered by the Terrorism Risk Insurance Extension Act of 2005. Moreover,. the Terrorism Risk
Insurance Extension Act of 2005's deductible and copayment still leave insurers with high potential exposure for
terrorism-related claims. Because nothing in the act prevents an insurer from raising premium rates on policyholders to cover
potentiai tosses, or from obtaining reinsurance coverage to offSet its increased liability, the cost of premiums for such
terrorism insurance coverage is still expected to be high.
With respect to most of the mortgage loans that we intend to include in the trust, the related loan documents generally
pro\.1de that either" (a) the borrowers are required to maintain fuli or partial insurance co\erage for property to the
related mortgaged real property against certain acts of terrorism (except that, in many instances, including in the case of six
(6) of the ten (10) largest mortgage loons described under "Description of the Mortgage Pool-Significant Underlying
Mortgage Loans" .in this prospectus supplement, the requirement to obtain such insurance coverage may be subject to.the
commercial availability of that coverage, certain limitations with respect to the cost thereof and/or wihether such hazards are
at the time commonly insured against for property similar to such mortgaged real properties and located in or around the
region in wihich such mortgaged real property is located), (b) the borroWers are required to such additional insurance
coverage as lender may reasonably require to protect its interests or to cover such hazards as are commonly insured against
for similarly situated properties, (c) a credit-fBted tenant is obligated to restore the mortgaged real property in the event of a
casualty, or (d) a principal of the borrower has agreed to be responsible for losses resulting from terrorist acts wihich are not
otherwise covered by insurance. If the related mortgage loan documents do not expressly require insurance against acts of
terrorism, but permit the lender to require such other insurance as is reasonable, the related borrower may challenge wihether
maintaining insurance against acts of terrorism is reasonable in light of all the circumstan'ces, including the cost.
In the case of some of the mortgaged real properties securing mortgage loans that we intend to include in the trust, the
insurance covering any of such mortgaged real properties for acts of terrorism may be through a blanket policy that
also covers properties unrelated to the trust fund. Acts of terrorism at those other properties could exhaust coverage under
the blanket policy. No representation is made as to the adequacy of any such insurance coverage prolided under a blanket
policy, in light of the fact that multiple properties are covered by that policy.
borrower is required to maintain insurance for terrorist or similar acts that was not maintained, the
borrower may incur higher costs for insurance premiums in obtaining such coverage wihich would have an adverse effect on
the net cash flow of the related mortgaged real property. Further, if the federal insurance back-stop program referred to above
is not extended or renewed, premiums for terrorism insurance coverage will likely increase and/or the terms of such
insurance may be materially amended to enlarge stated exclusions or to otherwise effectively decrease the scope of
coverage available. In addition, in the event that any mortgaged real property securing an underlying mortgage loan sustains
damage as a result of an uninsured terrorist or similar act, such damaged mortgaged real property may not generate
adequate cash flow to pey, and/or adequate collateral to satisfy, all amounts owing under such mortgage loan, wihich
could result in a default on that mortgage loan and, potentially, losses on some classes of the series 2007-C6 certificates.
sec.gov/Archives/edgar/data/ . .Jfile1.htm 33/404
Edward A. Smith
VENABLE LLP
Rockefeller Center
1270 Avenue of the Americas, 25
th
Floor
New York, New York 10020
Telephone no. (212) 307-5500

-and-

Gregory A. Cross (pro hac vice pending)
VENABLE LLP
750 E. Pratt Street, Suite 900
Baltimore, Maryland 21202
Telephone no. (410) 244-7400

Counsel for CWCapital Asset Management LLC


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------------------------------------
BANK OF AMERICA, N.A., as Trustee for the
Registered Holders of Wachovia Bank
Commercial Mortgage Trust 2007-C30, acting by
and through its Special Servicer, CWCapital Asset
Management LLC, BANK OF AMERICA, N.A.,
as Trustee for the Registered Holders of COBALT
CMBS Commercial Mortgage Trust 2007-C2,
acting by and through CWCapital Asset
Management LLC pursuant to the authority
granted under that certain Amended and Restated
Co-Lender Agreement dated March 12, 2007 and
U.S. BANK NATIONAL ASSOCIATION, as
Trustee for the Registered Holders of Wachovia
Bank Commercial Mortgage Trust 2007-C31,
ML-CFC Commercial Mortgage Trust 2007-5 and
ML-CFC Commercial Mortgage Trust 2007-6,
acting by and through CWCapital Asset
Management LLC pursuant to the authority
granted under that certain Amended and Restated
Co-Lender Agreement dated March 12, 2007,

Plaintiffs,

-against-

PCV ST OWNER LP, ST OWNER LP, TRI-
LINE CONTRACTING CORP., ATLAS FIRE
PROTECTION, INC., POMALEE ELECTRIC
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10 Civ. 1178 (AKH) (ECF Case)


ORAL ARGUMENT REQUESTED
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 1 of 32
CO. INC., REFUSE SYSTEMS CORP., PRO
TILE DISTRIBUTORS, INC., TRITON STONE
AND MARBLE LLC, S.T.S. TRADING INC.
d/b/a S.T. LUMBER & HOME CENTER,
ELECTRICAL, PLUMBING, S.D. INTL INC.
d/b/a S.D. STONE DEPOT, ELBEX AMERICA
OF NEW YORK INC., NEW YORK CITY
DEPARTMENT OF TRANSPORTATION
PARKING VIOLATIONS BUREAU, NEW
YORK CITY ENVIRONMENTAL CONTROL
BOARD, and FIRE DEPARTMENT OF THE
CITY OF NEW YORK,

Defendants.
-----------------------------------------------------------

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CWCAPITAL ASSET MANAGEMENT LLCS MEMORANDUM IN
OPPOSITION TO MOTION FOR LEAVE TO INTERVENE AS A
PARTY-DEFENDANT FILED BY APPALOOSA INVESTMENT L.P. I, PALOMINO
FUND LTD., THOROUGHBREDFUND L.P., AND THOROUGHBRED MASTER LTD.

Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 2 of 32
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BA2/387030
TABLE OF CONTENTS

PRELIMINARY STATEMENT .....................................................................................................1
BACKGROUND.............................................................................................................................4
A General Overview Of Parties To A Trust ..............................................................................4
The Loan And Trusts At Issue...................................................................................................4
The Property and the Default .....................................................................................................7
The Foreclosure Action..............................................................................................................7
ARGUMENT...................................................................................................................................8
I. Appaloosas Failure To Satisfy The PSAs No-Action Clause Bars Its Intervention .........8
II. Appaloosa Does Not Satisfy The Test To Intervene That Is Imposed By Rule 24 ...........11
A. Appaloosas Interests are Contingent, Collateral and Indirect .............................12
B. Appaloosas Interests will not be Impaired if Intervention is Denied ...................15
C. Appaloosas Interests are Adequately Represented by Parties Already in the
Action.....................................................................................................................19
III. Appaloosa Has Not Complied With Rule 24(c)s Requirement To Plead Claims Or
Defenses.............................................................................................................................23
CONCLUSION..............................................................................................................................24

Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 3 of 32
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BA2/387030
DECLARATION OF EDWARD A. SMITH dated March 12, 2010 (with attached exhibits):
Exhibit 1 Excerpts of the Pooling and Servicing Agreement dated March 1, 2007
by and among Wachovia Commercial Mortgage Securities, Inc., as
Depositor, Wachovia Bank, National Association, as Master Servicer,
CWCAM, as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
(the PSA). ...................................................................................................... passim

Exhibit 2 Excerpts of the Pooling and Servicing Agreement dated May 1, 2007
by and among Wachovia Commercial Mortgage Securities, Inc., as
Depositor, Wachovia Bank, National Association, as Master Servicer,
LNR Partners, Inc., as Special Servicer, and Wells Fargo Bank, N.A.,
as Trustee. ............................................................................................................5, 6

Exhibit 3 Excerpts of the Pooling and Servicing Agreement dated April 1, 2007
by and among CWCapital Commercial Funding Corp., as Depositor,
Wachovia Bank, National Association, as Master Servicer, CWCAM,
as Special Servicer, and Wells Fargo Bank, N.A., as Trustee. ............................5, 6

Exhibit 4 Excerpts of the Pooling and Servicing Agreement dated April 1, 2007
by and among Merrill Lynch Mortgage Investors, Inc., as Depositor,
Wachovia Bank, National Association, as Master Servicer, LNR
Partners, Inc., as Special Servicer, and LaSalle Bank National
Association, as Trustee. .......................................................................................5, 6

Exhibit 5 Excerpts of the Pooling and Servicing Agreement dated March 1, 2007
by and among Merrill Lynch Mortgage Investors, Inc., as Depositor,
KeyCorp Real Estate Capital Markets, Inc., as Master Servicer No. 1,
Wells Fargo Bank, National Association, as Master Servicer No. 2,
WCAM, as Special Servicer, and LaSalle Bank National Association,
as Trustee. ............................................................................................................5, 6

Exhibit 6 Amended and Restated Co-Lender Agreement dated March 12, 2007. ............6, 20

Exhibit 7 February 19, 2010 email exchange between counsel for CWCAM,
Gregory A. Cross, Esq. and counsel for Appaloosa, Bruce Zirinsky,
Esq..........................................................................................................................15

Exhibit 8 Order of the Honorable Lewis A. Kaplan in Teachers Insurance and
Annuity Assoc. of America, et al. v. CRIIMI MAE Services Limited
Pship., et al., 06 Civ. 0392 (LAK) dated September 7, 2007. ..............................22

Exhibit 9 Annex D to Prospectus Supplement for the 2007-C30 Trust dated
March 14, 2007. .....................................................................................................17

Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 4 of 32
-iii-
BA2/387030
Exhibit 10 Letters dated November 6, 2009 from Wachovia Securities to
CWCAM regarding the transfer of the Loan to special servicing. ..........................7

Exhibit 11 Letter dated August 20, 2007 identifying American Capital CRE
Management LLC as a controlling class representative and the
corresponding name of the CDO that owns the bonds. ...........................................6

Exhibit 12 Certifications from Appaloosa dated December 15, 2009 identifying
its holdings in the Trusts (including interest only bonds identified by
92978QBZ9). .........................................................................................................21

Exhibit 13 February 2010 remittance report from the Trustee relating to the 2007-
C30 Trust (Class S tranche has a CUSIP of 92978QBT31). .............................6, 20

Exhibit 14 February 2010 Security Position Report from the Depository Trust
Company relating to CUSIP number 92978QBT31. .........................................6, 20

Exhibit 15 March 2010 screenshot identifying the owner of the Class S tranche in
the 2007-C30 Trust. ...........................................................................................6, 20

Exhibit 16 Excerpts from Amended and Restated Loan and Security Agreement
dated as of February 16, 2007 by and among PCV ST Owner LP and
ST Owner LP and Wachovia Bank, National Association and Merrill
Lynch Mortgage Lending, Inc. ..............................................................................17

Exhibit 17 Excerpts from Prospectus Supplement for 2007-C30 Trust dated
March 14, 2007. ...................................................................................................2, 3

Exhibit 18 February 2010 remittance report from the Trustee relating to the
Wachovia Bank Commercial Mortgage Trust 2007-C31. .......................................6

Exhibit 19 February 2010 Collateral Distribution Summary showing Class U
tranche held by a CDO of LNR Securities Holdings, LLC. ....................................6



Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 5 of 32
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BA2/387030
TABLE OF AUTHORITIES


CASES PAGE

Am. Lung Assn v. Reilly, 141 F.R.D. 19 (E.D.N.Y. 1992) .........................................................13
Angevine v. City of Sesser, 39 F. Supp. 498 (E.D. Ill. 1941)........................................................15
Aristocrat Leisure Ltd. v. Deutsche Bank Trust Co.,
No. 04 Civ. 10014 (PKL), 2005 WL 751914 (S.D.N.Y. Mar. 31, 2005) ..........................21, 22
Bachrach v. Gen. Inv. Corp., 29 F. Supp. 966 (S.D.N.Y. 1939) ...................................................10
Banyai v. Mazur, ---F. Supp. 2d---, 2009 WL 3754198 (S.D.N.Y. Nov. 5, 2009)........................11
Berry Estates, Inc. v. State of N.Y., 812 F.2d 67 (2d Cir. 1987)...................................................18
Block v. Mansfeld Mining & Smelting Co., 23 F. Supp. 700 (E.D.N.Y. 1938)..............................8
Bowling Green Trust Co. v. Virginia Passenger & Power Co.,
132 F. 921 (E.D. Va. 1904)......................................................................................................22
Bridgeport Guardians, Inc. v. Delmonte, 256 F.R.D. 308 (D. Conn. 2009)............................11, 13
City of Bridgeport v. United States Dept of the Army, No. 3:09-CV-0532CSH,
2009 WL 3254475 (D. Conn. Oct. 6, 2009) ............................................................................23
Consol. Edison, Inc. v. Northeast Utils., No. 01 Civ. 1893(JGK),
2004 WL 35445 (S.D.N.Y. Jan. 7, 2004) ................................................................................19
Contl Cas. Co. v. State of N.Y. Mortgage Agency,
No. 94 Civ. 84008(KMW), 1998 WL 513054 (S.D.N.Y. Aug. 18, 1998) ................................9
Cortec Indus., Inc. v. Sum Holding LP, 949 F.2d 42 (2d Cir. 1991)...............................................8
Creative Care, Inc. v. Perales, No. 89 C 1079, 1992 WL 100151,
(E.D.N.Y. Mar. 6, 1992) ..........................................................................................................19
DSI Assocs. LLC v. United States, 496 F.3d 175 (2d Cir. 2007)..................................................13
Fed. Trade Commn v. First Capital Consumer Membership Servs., Inc.,
206 F.R.D. 358 (W.D.N.Y. 2001)............................................................................................20
Friarton Estates Corp. v. City of N.Y., 65 B.R. 586 (S.D.N.Y. 1986) ..........................................18
Friedman v. Chesapeake & Ohio Ry. Co., 261 F. Supp. 728 (S.D.N.Y. 1966)...............................9
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 6 of 32
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BA2/387030
Gaines v. N.Y. State Div. of Hous. & Cmty. Renewal,
90 N.Y.2d 545 (N.Y. 1997) .....................................................................................................18
Gibbs Wire & Steel Co., Inc v. Johnson, 255 F.R.D. 326 (D. Conn. 2009) ..................................12
Guaranty Trust Co. v. Chicago, M & St. P. Ry. Co.,
15 F.2d 434 (N.D. Ill. 1926) ....................................................................................................22
H.L. Hayden of New York, Inc. v. Siemens Med. Sys., Inc.,
797 F.2d 85 (2d Cir. 1986).......................................................................................................13
In re Bank of New York Derivative Litig., 320 F.3d 291 (2d Cir. 2003)......................................11
In re NASDAQ Market-Makers Antitrust Litig., 187 F.R.D. 465 (S.D.N.Y. 1998) .....................11
In re Oceana Intl, 49 F.R.D. 329 (S.D.N.Y. 1969).......................................................................18
iXL Enter., Inc. v. GE Capital Corp., 167 Fed. Appx. 824 (2d Cir. 2006)....................................10
Jones v. Shell Oil Co., No. 3:05-CV-622-MJR, 2006 WL 83467
(S.D. Ill. Jan. 11, 2006)............................................................................................................23
Macatra B.V. v. Destiny Navigation, No. 08 Civ. 0711(LAP),
2010 WL 339774 (S.D.N.Y. Jan. 27, 2010) ............................................................................12
MasterCard Intl., Inc. v. Visa Intl Serv. Assn., Inc.,
471 F. 3d 377 (2d Cir. 2006)..............................................................................................12, 15
McMahan & Co. v. Wherehouse Entmt, Inc., 65 F.3d 1044 (2d Cir. 1995) ..................................9
Metro W. Asset Mgmt., LLC v. Magnus Funding, Ltd.,
No. 03 Civ. 5539(NRB), 2004 WL 1444868 (S.D.N.Y. June 25, 2004)...................................9
Muscat v. Gray, 1 Misc. 3d 905(A), 2003 WL 23023768
(N.Y. Civ. Ct. Dec. 19, 2003) ..................................................................................................18
Palmer v. Bankers Trust Co., 12 F.2d 747 (8th Cir. 1926)...........................................................22
Parcel Serv. of Am., Inc. v. Net, Inc., 225 F.R.D. 416 (E.D.N.Y. 2005) ......................................15
Republic Natl Life Ins. Co. v. Beasley, 73 F.R.D. 658 (S.D.N.Y. 1977).....................................10
Restor-A-Dent Dental Labs., Inc. v. Certified Aloe Prods., Inc.,
725 F. 2d. 871 (2d Cir. 1984)...................................................................................................13
Rossdeutcher v. Viacom, Inc., 768 A.2d 8 (Del. 2001)...................................................................9
Siam Commercial Bank Public Co. Ltd. v. Bel-Aire Knitworks, Inc.,
2006 WL 1816327 (S.D.N.Y. June 28, 2006) ...................................................................14, 19
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 7 of 32
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BA2/387030
St. Charles Tower, Inc. v. County of Franklin, Mo.,
No. 4:09CV987-DJS, 2009 WL 3852462 (E.D. Mo. Nov. 17, 2009) .....................................23
Standard Fire Ins. Co. v. Donnelly, No. 1:08-CV-258, 2009 WL 1349948
(D. Vt. May 12, 2009)..............................................................................................................14
Teachers Ins. & Annuity Assn of Am. v. CRIIMI MAE Servs. Ltd. Pship, et al.,
---F. Supp. 2d---, 2010 WL 395190 (S.D.N.Y. Feb. 3, 2010) ...................................................8
United States v. City of New York, 179 F.R.D. 373 (E.D.N.Y. 1998)..........................................13
United States v. Peoples Benefit Life Ins. Co., 271 F.3d 411 (2d Cir. 2001)..........................13, 14
United States v. Simpson Borough Place Corp., No. 01-CV-693 (DLI)(VVP),
2007 WL 2581888 (E.D.N.Y. Sept. 5, 2007) ..........................................................................13
Victor v. Riklis, No. 91 Civ. 2897 (LJF), 1992 WL 122911
(S.D.N.Y. May 15, 1992)..........................................................................................................9
Wakeen v. Hoffman House, Inc., 724 F.2d 1238 (7th Cir. 1984)....................................................9
Wash. Elec. Co-op., Inc. v. Mass. Mun. Wholesale Elec., 922 F.2d 92 (2nd Cir.1990) ...12, 13, 14
Zane v. Howdy, No. 313887, 1996 WL 289158 (Conn. Super. Ct. May 14, 1996)......................11

RULES

Fed. R. Civ. P. 19(a) ......................................................................................................................12
Fed. R. Civ. P. 24(a) .............................................................................................................. passim
Fed. R. Civ. P. 24(c) ................................................................................................................23, 24


Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 8 of 32


On behalf of the Trustees for the Trusts identified in the case-caption above, CWCapital
Asset Management LLC (CWCAM), solely in its capacity as Special Servicer, submits this
Memorandum in Opposition to the Motion for Leave to Intervene as a Party-Defendant (the
Motion) filed by Appaloosa Investment L.P. I, Palomino Fund Ltd., Thoroughbredfund L.P.,
and Thoroughbred Master Ltd. (collectively, Appaloosa).
1

PRELIMINARY STATEMENT
There is nothing special or extraordinary about Appaloosas position vis--vis the Trusts
and the properties at issue in this foreclosure proceeding. Appaloosa is just another investor.
Appaloosa has not made a $750 million investment in a Trust singularly secured by Stuyvesant
Town and Peter Cooper Village, as it suggests. Rather, it owns approximately 3% of the
certificates (many acquired for cents on the dollar after the Stuyvesant Town loans went into
default) among five trusts with aggregate certificate investments of $22.6 billion that are partially
secured by mortgages on Stuyvesant Town and Peter Cooper Village as well as more than a
thousand other loans. This Motion is Appaloosas attempt to unilaterally circumvent the Trusts
administrative structure and the wishes of the other 97% of investors who, in the governing trust
documents, vested in CWCAM as the Special Servicer sole responsibility for administering
defaulted mortgage loans.
2

Although Appaloosa concedes that its rights as a certificateholder are governed by the
terms of the 2007-C30 Pooling and Servicing Agreement (the PSA), it omits entirely from its
brief and proposed complaint any discussion of the prerequisites that agreement imposes on

1
Appaloosa repeatedly refers to CWCAM as the Plaintiff in the foreclosure action. Appaloosa is mistaken. The
Plaintiffs are the Trustees for the Trusts, and CWCAM, solely in its capacity as Special Servicer, filed the
foreclosure action on their behalf.
2
CWCAM acts subject to the advice and consent of the controlling class representatives of the 2007 C-30 Trust
after consulting with the controlling class representatives for each of the other four trusts. In this case, those
representatives are CWCapital Investments LLC, LNR Securities Holdings, LLC, and American Capital CRE
Management LLC. See Ex. 2 at 3.25(a), Ex. 11. The Exhibit numbers identified in this memorandum refer to the
Exhibits enumerated in and appended to the accompanying Declaration of Edward A. Smith dated March 12, 2010.
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 9 of 32
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investors before they can take action outside of the Trust. The PSA explicitly prohibits
investors, like Appaloosa, from filing any action unless they first have the support of 25% of all
other classes of certificateholders and have given advance written notice that a default has
occurred under the PSA with an opportunity to respond to the Trustee. Appaloosa has not
complied with these requirements which serve as an absolute bar to this Motion. Appaloosa is
not the first self-interested investor who has sought intervention when it had no standing. In
each instance, the courts of the Second Circuit have denied the attempt recognizing that the
investor is not necessary to the foreclosure and that its actions should be pursued, if at all, in a
subsequent, separate proceeding. These courts have cautioned that permitting one off investor
intervention would open the flood gates of litigation.
These limits on one off certificateholder action are not a surprise to Appaloosa. In
addition to the PSA, the Prospectus Supplement for Appaloosas investment made this clear:
You and other certificateholders generally do not have a right to vote and do not
have the right to make decisions with respect to the administration of the trust
fund . Those decisions are generally made by the special servicer .
Any decision made by [the special servicer] in respect of the trust fund, even if
that decision is determined to be in your best interests by that party, may be
contrary to the decision that you or other certificateholders would have made
and may negatively affect your interests.

(Ex. 17 at S - 56). Appaloosa justifies its request to intervene through frivolous and conclusory
assertions of fact that are unsubstantiated and misleading. By way of illustration, Appaloosa
repeatedly asserts that CWCAM is conflicted because it (or an affiliate) allegedly owns
certificates and is therefore incapable of acting on behalf of the Certificateholders in this action.
Whether CWCAM has any legal relationship or affiliation with an entity that owns certificates in
the 2007-C30 Trust is irrelevant in determining which course of action will serve to maximize
recovery to all of the Certificateholders. Nevertheless, the conflict Appaloosa attempts to
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exploit exists throughout securitized real estate finance. The instant PSA, like every securitized
commercial loan mortgage pooling and servicing agreement, vests with the most subordinate
certificateholder (e.g., the first loss piece) the right to appoint the special servicer and consent
rights with respect to actions taken as to the collateral that secures the Trusts cash flows. As a
consequence, it is much more the norm rather than the exception that there is some relationship
between the owner of the first loss piece and the special servicer. This relationship is well
known to every sophisticated investor including Appaloosa. It too is discussed in both the PSA
and the offering materials that were given to Appaloosa.
3
More importantly for purposes of this
Motion, assuming arguendo that CWCAM ignored its broader duties to maximum recovery for
all Certificateholders (something it is not doing) and focused solely on the affect of its decision
on the first loss piece, its interests and Appaloosas interests would be aligned. In order for
Appaloosa to experience a loss resulting from CWCAMs decisions, the most subordinate
certificateholder (e.g., the alleged CWCAM affiliate) would have had to experience a loss first.
There is nothing unique about foreclosing on a defaulted mortgage loan. In fact, the PSA
requires prompt realization against defaulted collateral. Appaloosas Motion, on the other hand,
requests a unique ruling that threatens the underpinnings of commercial real estate finance by
disregarding agreed upon administrative structures and limitations on action while
simultaneously opening the courts to a free for all competition among investors seeking one off

3
The Prospectus Supplement provided:
The special servicer will be involved in determining whether to foreclose a defaulted mortgage
loan. An affiliate of the special servicer may purchase certain other non-offered certificates.
The circumstances described above could cause a conflict between the special servicers duties to the
trust fund under the pooling and servicing agreement and its interest as a holder of a certificate.
However, the pooling and servicing agreement provides that the mortgage loans shall be administered
in accordance with the servicing standard without regard to ownership of any certificate by the
special servicer or any affiliate of the special servicer.
(Ex. 17 at S - 59).

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tactical advantages for their self interested economic gain. Appaloosas Motion should be
denied.
BACKGROUND
4

A General Overview Of Parties To A Trust
The trusts referred to herein are pools of commercial mortgage loans that are classified as
real estate mortgage investment conduits (REMICs) for federal income tax purposes. A trust
houses the commercial mortgage loans and is the record owner of the loans. The trustee deals
primarily with the obligations of the trust vis--vis the certificateholders and serves as the
custodian of the mortgage documents. The trust issues and delivers certificates with varying
risks, which evidence a beneficial ownership interest in the trust. Different investors with
varying risk appetites purchase certificates rated from AAA/Aaa to B/B to unrated certificates.
The master servicer is responsible for servicing all loans owned by the trust. It manages
the flow of payments and information and is responsible for the ongoing interactions with the
borrower. Upon the occurrence of certain specified events, including but not limited to monetary
default and imminent default, the administration of the loan is transferred from the master
servicer to the special servicer. The special servicer is responsible for servicing and
administering the loan in accordance with the Servicing Standard.
The duties, powers, and limitations of the parties to a trust (i.e., the trustee, investors,
master servicer and special servicer) are outlined in a pooling and servicing agreement.
The Loan And Trusts At Issue
On or about February 16, 2007, Defendants PCV ST Owner LP and ST Owner (the
Defendant Borrowers), as joint and several obligors, duly executed and delivered six
promissory notes (collectively, the Notes) made payable to Wachovia Bank, National

4
The purpose of this section is merely to provide some contextual information for the Court.
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 12 of 32
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Association (Wachovia) and Merrill Lynch Mortgage Lending, Inc. (Merrill Lynch).
(Dkt. No. 6, Amend. Compl. at 23). The Notes evidenced an indebtedness in the collective
amount of $3 billion, plus interest at a specified rate (the Loan). Id. On that same day, the
Defendant Borrowers, for the purpose of securing payment for the Loan, duly executed and
delivered to Wachovia and Merrill Lynch a mortgage (the Mortgage) that granted a security
interest in the Property (defined infra). Id. at 24. As further security for the Loan, the
Defendant Borrowers entered into an assignment whereby the leases, rents and security deposits
relating to the Property were assigned to Wachovia and Merrill Lynch (the Assignment). Id. at
27.
Thereafter, Wachovia and Merrill Lynch assigned each of its right, title and interest in the
Notes to five trusts, namely: (1) Wachovia Bank Commercial Mortgage Trust 2007-C30
(the 2007-C30 Trust); (2) COBALT CMBS Commercial Mortgage Trust 2007-C2; (3)
Wachovia Bank Commercial Mortgage Trust 2007-C31; (4) ML-CFC Commercial Mortgage
Trust 2007-5; and (5) ML-CFC Commercial Mortgage Trust 2007-6 (these four other trusts shall
be referred to herein as the Other Trusts, and the Other Trusts with the 2007-C30 Trust
shall be referred to herein as the Trusts). Id. at 29-33. Each of the Trusts issued various
Classes of Certificates representing beneficial ownership interests in them. The aggregate
principal amount of the Certificates issued by the Trusts is $22.6 billion, and the Trusts share
in the proceeds from the Notes and Mortgage on a pari passu basis. (Exs. 1-5).
Appaloosa asserts that it has purchased Certificates with a face amount of $750 million
within the $22.6 billion pool, (App. Mem. at 2),
5
which represents approximately 3.3% of the
principal balance of the Certificates. Appaloosa does not disclose what it paid for those

5
The citations to page numbers in Appaloosas memorandum refer to the pages as they appear in the Supplemental
Memorandum filed by Appaloosa, which can be found at Docket No. 19.
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 13 of 32
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Certificates, many of which, upon information and belief, were purchased at a steep discount
after the Loan was transferred to special servicing. The controlling certificates are owned
variously by Cobalt Vr., a CDO of American Capital CRE Management LLC, and a CDO of
LNR Securities Holdings, LLC. See Exs. 13-15; Ex. 11; Exs. 18-19.
CWCAM is the Special Servicer for the 2007-C30 Trust under that certain Pooling and
Servicing Agreement dated March 1, 2007 by and among Wachovia Commercial Mortgage
Securities, Inc., as Depositor, Wachovia, as Master Servicer, CWCAM, as Special Servicer, and
Wells Fargo Bank, N.A., as Trustee (the PSA). (Ex. 1). Additionally, pursuant to Section 2(f)
of that certain Amended and Restated Co-Lender Agreement dated March 12, 2007 (the Co-
Lender Agreement), CWCAM has the right to administer, service and make all decisions and
determinations regarding the Loan, and to enforce the Mortgage, Notes and all other documents
and/or agreements evidencing the Loan (referred to as the Loan Documents). (Ex. 6).
According to the Co-Lender Agreement, the governing PSA for purposes of CWCAMs
administration and servicing of the Loan is the PSA for the 2007-C30 Trust. Id. at 2(a), (b),
(c) and at page 3.
6

The PSA sets forth the duties, powers and limitations of the parties to the Trusts, and
governs the distributions for payment to the Certificateholders.
7
In addition to the no action
clause embedded in Section 11.03(c), discussed infra, that section also makes clear that a
Certificateholder has no right to seek or obtain priority over any other Certificateholder or to
enforce any right in the PSA except for the equal, ratable and common benefit of all

6
The Co-Lender Agreement explicitly cross-references the PSA. The term Pooling Agreement is defined at the
top of page 3 of the Co-Lender Agreement as the pooling and servicing agreement into which Note A-1 is to be
transferred and assigned. Note A-1 is the note described in paragraph 23 of the Amended Complaint that was
transferred and assigned to the 2007-C30 Trust. Sections 2(a), (b) and (c) of the Co-Lender Agreement indicate that
the Loan should be administered consistent with the terms of the PSA for the 2007-C30 Trust.
7
The PSA for the 2007-C30 Trust is materially consistent with the pooling and servicing agreements for the Other
Trusts. (Exhibits 2-5 are copies of pertinent sections from the pooling and servicing agreements for the Other
Trusts.)
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 14 of 32
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Certificateholders. See Ex. 1 at 11.03(c). Section 11.03(b) further provides that no
Certificateholder has any right to control the operation and management of the Trusts funds, or
the obligations of the parties thereto. Id. at 11.03(b).
The Property and the Default
The Property that secures the Loan consists of Stuyvesant Town and Peter Cooper
Village. It is more particularly described in Exhibit A attached to the Amended Complaint in
this action. See Dkt. No. 6.
On or about November 6, 2009, the Loan was transferred to special servicing because of
an imminent default. (Ex. 10). On January 8, 2010, the Loan went into default when the
Defendant Borrowers were unable to pay the monthly installments required under the Notes.
(Dkt. No. 6 at 39.). The Plaintiffs notified the Defendant Borrowers in writing of the default by
letter dated January 8, 2010, and demanded that the Defendant Borrowers make payment for all
unpaid amounts then due and owing. (Id. 41). Thereafter, on January 29, 2010, Plaintiffs
further notified the Defendant Borrowers that the unpaid debt outstanding under the Notes was
accelerated, immediately due and payable. Id. The Defendant Borrowers have indicated a desire
to surrender the Property to the Trusts. See Dkt. No. 14 at 4.
The Foreclosure Action
Pursuant to the PSA, CWCAM is obligated to foreclose on the Property and realize on
the defaulted Mortgage. See Ex. 1 at 3.09(a). On February 18, 2010, CWCAM filed an
Amended Complaint, seeking foreclosure of the Property. (Dkt. No. 6). The Amended
Complaint contains a single count of foreclosure. On February 23, 2010, the Defendant
Borrowers filed their Answer in which they stated that they do not have any objection to the
relief requested in the Amended Complaint. (Dkt. No. 14 at 4).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 15 of 32
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ARGUMENT
I. Appaloosas Failure To Satisfy The PSAs No-Action Clause Bars Its Intervention

The no-action clause in the PSA that governs Appaloosas right to intervene in this
foreclosure action bars its intervention.
8
Section 11.03 of the PSA entitled, Limitation on
Rights of Certificateholders, provides in pertinent part:
No Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or law upon or
under or with respect to this Agreement or any Mortgage Loan, unless, . . . such
Holder previously shall have given to the Trustee a written notice of default
hereunder, . . . and unless also (except in the case of a default by the Trustee) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or proceeding .
. . and the Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. . . no one or more Holders of Certificates shall have any right in any
manner whatsoever by virtue of any provision of this Agreement to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, . . . .

Ex. 1 at 11.03(c).
9
Appaloosa has not and cannot satisfy these requirements. Appaloosa
does not represent 25 percent of the Voting Rights of the Trusts, does not have the support of 25
percent of the Voting Rights of the Trusts, and has not made written demand on the Trustee
asserting that a default has occurred under the PSA. Appaloosas failure to satisfy these
requirements is an absolute bar to its request to intervene.

8
Appaloosa concedes its rights are governed by the PSA. See Dkt. No. 16, Prop. Compl. 19. And, it incorporates
the PSA in its proposed complaint by repeatedly referring to it. See Cortec Indus., Inc. v. Sum Holding LP, 949
F.2d 42, 47 (2d Cir. 1991) (explaining that an intervenors proposed complaint is deemed to include any statements
or documents incorporated in it by reference). Yet, Appaloosa selectively decides not to attach it.
9
Section 11.03 of the PSA is indisputably a no-action clause. The United District Court for the Southern District of
New York recently held that a nearly identical provision in a pooling and servicing agreement constituted a no-
action clause that needed to be satisfied before a certificateholder could initiate litigation in connection with that
agreement. See Teachers Ins. & Annuity Assn of Am. v. CRIIMI MAE Servs. Ltd. Pship, et al., --- F. Supp. 2d --
--, 2010 WL 395190, at *4 (S.D.N.Y. Feb. 3, 2010) (Kaplan, J.). See also Block v. Mansfeld Mining & Smelting
Co., 23 F. Supp. 700, 704-05 (E.D.N.Y. 1938) (holding that, because bondholder did not show that she represented
15% of bondholders, had not provided notice to trustee of default, had not requested that action be brought by
trustee, and had not offered to indemnify trustee, she was not allowed to proceed with suit because she did not
satisfy the conditions precedent in the indenture agreement and to allow her to proceed with the suit would create
preference over the other bondholders).
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The Courts in this District have repeatedly recognized the importance of enforcing no-
action clauses particularly in a Trust structure like this one: If in a mortgage securing thousands
of bonds every holder of a bond or bonds were free to sue at will for himself and for others
similarly situated, the resulting harassment and litigation would not only be burdensome but
intolerable. Friedman v. Chesapeake & Ohio Ry. Co., 261 F. Supp. 728, 731 n.7 (S.D.N.Y.
1966) affd 395 F.2d 663 (2d Cir. 1968) (emphasis added); Rossdeutcher v. Viacom, Inc., 768
A.2d 8, 22 (Del. 2001) (applying New York law in stating that no-action clauses protect against
the exercise of poor judgment by a single bondholder or a small group of bondholders, who
might otherwise bring a suit against the issuer that most bondholders would consider not to be in
their collective interest.). Therefore, would-be parties like the Appaloosa Entities are barred
unless and until they have shown they have satisfied the no-action clause. See McMahan & Co.
v. Wherehouse Entmt, Inc., 65 F.3d 1044, 1051 (2d Cir. 1995) (In this case, plaintiffs failed to
comply with the no-action clause, and, as a result, the district court ruled that their state-law
claims were barred.) (emphasis added); Victor v. Riklis, No. 91 Civ. 2897 (LJF), 1992 WL
122911, at *6 (S.D.N.Y. May 15, 1992) (dismissing claims because [u]ntil [plaintiff] can
demonstrate compliance with the no-action provision of the . . indentures, he is precluded from
pursuing his . . . claims.).
10

Courts have routinely rejected attempts, like the one by Appaloosa here, to evade
conditions precedent through motions to intervene. In Wakeen v. Hoffman House, Inc., 724 F.2d
1238 (7th Cir. 1984), for example, the Seventh Circuit affirmed the denial of a motion to
intervene by a would-be party for failing to satisfy a condition precedent. There, the would-be

10
Accord Metro W. Asset Mgmt., LLC v. Magnus Funding, Ltd., No. 03 Civ. 5539(NRB), 2004 WL 1444868, at
**5 (S.D.N.Y. June 25, 2004) (It is well established that no action clauses bar claims by individual bondholders
who fail to comply with the conditions precedent recited therein); Contl Cas. Co. v. State of N.Y. Mortgage
Agency, No. 94 Civ. 84008(KMW), 1998 WL 513054, at *2 (S.D.N.Y. Aug. 18, 1998) (stating that no action
clause in indenture constituted conditions to commencement of a suit by a bondholder).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 17 of 32
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party filed a motion to intervene in a class action case pursuant to Rule 24(b). See Wakeen, 724
F.2d at 1245. However, the would-be intervenor had failed to file a written charge which was a
condition precedent to seeking judicial relief. Id. at 1245. In affirming the district courts
denial of the motion to intervene, the Court of Appeals held that a would-be party may not use
the guise of a motion to intervene to enter the case when it does not meet the procedural
requirements to bring suit. Id. at 1246 (emphasis added). As the Court explained, [t]o hold
otherwise would make a mockery of the concept of a right to sue and of the procedures by
which one obtains the right. Id. (emphasis added).
11

In Republic Natl Life Ins. Co. v. Beasley, 73 F.R.D. 658 (S.D.N.Y. 1977), the would-be
plaintiffs sought to intervene in an existing shareholder derivative action and settlement based on
allegedly improper investments by the corporation and resulting settlement. 73 F.R.D. at 671.
However, the would-be plaintiffs had failed to make a prior demand upon the board of directors
of the corporation as a required predicate to bringing a shareholder derivative action on behalf of
the corporation. Id. The district court therefore held that they could not intervene or be added as
party plaintiffs because they failed to satisfy a necessary predicate to filing an action. Id.
In Bachrach v. Gen. Inv. Corp., 29 F. Supp. 966 (S.D.N.Y. 1939), the would-be parties
had applied to intervene pursuant to Rule 24(a) in a shareholder derivative action to seek an
accounting for alleged dissipation of corporate assets. 29 F. Supp. at 967. However, the
applicants had failed to make a prior demand on the directors and officers of the corporation as a
condition precedent. Id. at 867. The district court denied their application to intervene as a
matter of law, in part because it agreed that a demand [is] necessary prior to intervention with

11
See also iXL Enter., Inc. v. GE Capital Corp., 167 Fed. Appx. 824, 827 (2d Cir. 2006) (affirming the denial of a
motion to intervene because the would-be party had failed to first obtain necessary permission from a bankruptcy
court).
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the same force as if the intervention was an independent suit . . . . Id. at 968 (emphasis
added).
12

Here, Appaloosa has not satisfied the necessary conditions precedent that it concedes
govern its ability to even be considered for intervention: namely, that it procure the consent of
25% of each class of certificateholders of the Trusts, make prior demand to the Trustee on behalf
of this group of certificateholders, and allow the Trustee the requisite period to consider their
complaint. Having failed to do so, Appaloosa cannot proceed with its Motion.
II. Appaloosa Does Not Satisfy The Test To Intervene That Is Imposed By Rule 24
Even if Appaloosa had complied with the PSAs no action clause, its Motion should be
denied because it does not satisfy the prerequisites for intervention as of right under Federal Rule
of Civil Procedure 24(a)(2). A putative intervenor bears the burden of proving its right to
intervene. In re NASDAQ Market-Makers Antitrust Litig., 187 F.R.D. 465, 490 (S.D.N.Y.
1998) (emphasis added); see also Bridgeport Guardians, Inc. v. Delmonte, 256 F.R.D. 308, 320
(D. Conn. 2009) (stating the Movants have not met their burden under Rule 24(a)(2)). The
four prong test requires a showing that:
(1) the motion is timely; (2) the applicant asserts an interest relating to the
property or transaction that is the subject of the action; (3) the applicant is so
situated that without intervention, disposition of the action may, as a practical
matter, impair or impede the applicants ability to protect its interest; and
(4) the applicants interest is not adequately represented by other parties.

Banyai v. Mazur, --- F. Supp. 2d ---, 2009 WL 3754198, at *3 (S.D.N.Y. Nov. 5, 2009) (internal
quotation omitted). Appaloosa is wrong when it asserts that satisfying these four prongs is
merely discretionary. (App. Mem. at 7). Failure to satisfy any one of these requirements
defeats its Motion. See In re Bank of New York Derivative Litig., 320 F.3d 291, 300 (2d Cir.

12
See also Zane v. Howdy, No. 313887, 1996 WL 289158, at *2 (Conn. Super. Ct. May 14, 1996) (denying motion
to intervene to governmental entity where the entity had failed to show, as a condition precedent to suit, that it had
received the necessary prior notice under state law).
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2003); accord Macatra B.V. v. Destiny Navigation, No. 08 Civ. 0711(LAP), 2010 WL 339774, at
*2 (S.D.N.Y. Jan. 27, 2010). Appaloosa may not side-step any of the four prongs and has not
satisfied prongs (2), (3) or (4).
A. Appaloosas Interests are Contingent, Collateral and Indirect

Appaloosa is not affected by the foreclosure itself. It has no direct interest in the
Property or the Mortgage; rather, its interests lie in the Certificates that it owns. In an attempt to
distract the Court from these indisputable facts, Appaloosa conjures up future, contingent
interests that simply do not concern the legal claims in this foreclosure action. For example,
Appaloosa speculates about future collateral issues and double contingencies such as: (1) if the
foreclosure takes place then, at a subsequent time, it is possible that: (2) future voting and
fulcrum security rights may be affected (Prop. Compl. 20, 21); (3) double taxes may have to
be paid when the Property is sold in the inevitable necessary workout (id. 20); (4)
uncertain excess rent claims that may later be converted into a damage judgment (id.); (5)
CWCAM may obtain a priming lien based on the speculative double taxes that may have to be
paid (id.); and (6) if the assumed priming lien is obtained it may affect voting rights (id.). These
contingent allegations are insufficient to sustain a motion to intervene.
13

Indeed, even the case law that Appaloosa relies upon establishes this point. In affirming
the denial of the motion to intervene, the Second Circuit in Wash. Elec. Co-op., Inc. v. Mass.
Mun. Wholesale Elec., 922 F.2d 92 (2nd Cir.1990), held that the putative intervenor failed to
show it had a direct, substantial and legally protectable interest in the existing action. Wash.

13
The Defendant Borrowers who own the Property and are subject to the Mortgage have already consented to
foreclosure. Appaloosas alleged interests in the foreclosure are so plainly indirect that it would not be considered
a necessary party under Rule 19(a). Because it is not a necessary party, Appaloosa cannot satisfy the test for
intervention as of right under Rule 24(a)(2). See MasterCard Intl., Inc. v. Visa Intl Serv. Assn., Inc., 471 F. 3d
377, 387 (2d Cir. 2006). See also Gibbs Wire & Steel Co., Inc v. Johnson, 255 F.R.D. 326, 329 (D. Conn. 2009)
(citing MasterCard Intl. and denying motion to intervene because non-party shareholders could not meet the
requirements of necessary parties under Rule 19(a)(1)(B) in existing action for breach of contract for failing to sell
stock pursuant to right of first refusal).
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Elec., 922 F.2d at 97. The Circuit found that an interest that is contingent upon the occurrence
of a sequence of events before it becomes colorable, will not satisfy the rule and that since the
putative intervenors interest was based on a double contingency the interest was not
sufficiently direct or substantial. 922 F.2d at 97 (emphasis added).
14
See also United States v.
Peoples Benefit Life Ins. Co., 271 F.3d 411, 415 (2d Cir. 2001) (affirming denial of motion to
intervene because applicants interest were indirect and contingent, and therefore not
cognizable). Courts in other cases not cited by Appaloosa have also regularly denied
intervention when the claimed interest was premised on the occurrences of a sequence of events.
See, e.g., United States v. Simpson Borough Place Corp., No. 01-CV-693 (DLI)(VVP), 2007 WL
2581888, at *4 (E.D.N.Y. Sept. 5, 2007) (denying motion to intervene to reopen foreclosure
action where interest was dependent on separate court findings regarding its entitlement to
funds); United States v. City of New York, 179 F.R.D. 373 , 379 (E.D.N.Y. 1998) (denying
motion to intervene to municipalities even though they certainly may have interests with
respect to the subject of the dispute because their interests depended on a sequence of future
proceedings in which their interests will be directly engaged); Am. Lung Assn v. Reilly, 141
F.R.D. 19, 21-22 (E.D.N.Y. 1992) (denying motion to intervene to utility companies in suit
against EPA where their interests were based upon a double contingency of events).
15

Intervention must also be denied because Appaloosa is trying to inject a wide range of
collateral issues into an uncomplicated foreclosure action. See Wash. Elec., 922 F.2d at 96
(holding that [i]ntervention cannot be used as a means to inject collateral issues into an existing

14
Citing H.L. Hayden of New York, Inc. v. Siemens Med. Sys., Inc., 797 F.2d 85, 88 (2d Cir. 1986); Restor-A-
Dent Dental Labs., Inc. v. Certified Aloe Prods., Inc., 725 F. 2d. 871, 874 (2d Cir. 1984)).
15
Appaloosas alleged contingent future harms also do not satisfy the injury in fact requirement of Article III
standing. See DSI Assocs. LLC v. United States, 496 F.3d 175, 185 (2d Cir. 2007) (refusing to permit intervention
as of right under Rule 24(a) because petitioner did not establish standing under the law); Bridgeport Guardians, Inc. ,
256 F.R.D. at 320 (holding that movants must have constitutional standing in order to intervene) (citation omitted).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 21 of 32
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action). The action brought by CWCAM is a real estate foreclosure. The Defendant Borrowers
have filed their Answer and have consented to the foreclosure. Appaloosa seeks to inject into
this action vague allegations of purported wrongdoing and future harms that have nothing to do
with the underlying foreclosure or the Defendant Borrowers. Appaloosa has not explained why
it could not later bring a separate action for monetary damages if its allegations actually ripen
into claims. See Siam Commercial Bank Public Co. Ltd. v. Bel-Aire Knitworks, Inc., 2006 WL
1816327, at *2 (S.D.N.Y. June 28, 2006) (Hellerstein, J.) (denying a motion to intervene in an
attachment proceeding over a mortgaged property, because the putative intervenor could bring a
separate action, and intervention would complicate this already unduly complicated set of
lawsuits, and prejudice [plaintiff]).
Even if the Court could resolve these collateral issues in this action, judicial economy
should not come at the expense of rendering the single lawsuit more complex and protracted.
Wash. Elec., 922 F.2d at 97 (citation and quotation omitted) (emphasis added). This is
particularly true here where Appaloosa seeks to introduce collateral claims against CWCAM.
See Standard Fire Ins. Co. v. Donnelly, No. 1:08-CV-258, 2009 WL 1349948, at *4 (D. Vt. May
12, 2009) (Intervention is not appropriate where the intervenor does not raise a defense to the
plaintiffs claim but rather seeks intervention to assert a claim against the plaintiff.).
The Second Circuit has warned against unleashing a flood of collateral litigation into
otherwise straightforward actions like this one, and admonished courts to not allow Rule 24 to be
used by opportunistic investors like Appaloosa to meddle in otherwise straightforward collection
actions. See Peoples Benefit Life Ins. Co., 271 F.3d at 417 (affirming denial of intervention to
creditor seeking to circumvent the state receivership proceedings and potentially gain an
advantage over other creditors because it could open the door for other creditors and thereby
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 22 of 32
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undermine state receivership laws). See also Angevine v. City of Sesser, 39 F. Supp. 498, 502
(E.D. Ill. 1941) (Finally I conclude that the intervening petitioners [individual bondholders] are
without right to intervene to object to the decree of foreclosure or to the order of sale.).
B. Appaloosas Interests will not be Impaired if Intervention is Denied

Appaloosa simply cannot show it is so situated that without intervention, disposition of
the action may, as a practical matter, impair or impede the applicants ability to protect its
interest . . . . MasterCard Intl., 471 F.3d at 389. Although Appaloosa seeks to establish
irreparable injury, none of its allegations show actual irreparable injury resulting from this
foreclosure action. And, in fact, Appaloosas vague allegations of future harms are simply
conclusory and in many cases frivolous statements unsupported by any facts.
16
See United
Parcel Serv. of Am., Inc. v. Net, Inc., 225 F.R.D. 416, 421 (E.D.N.Y. 2005) (noting that that
well-pleaded allegations in support of a motion to intervene are generally accepted as true
applies only to non-conclusory allegations . . . and [a]llegations that are frivolous on their
face need not be considered by the court).
Appaloosa first contends that CWCAM has not obtained an environmental assessment
certifying that the Property is in compliance with applicable environmental laws and regulations.
(App. Mem. at 2). Appaloosa is wrong.
17
CWCAM has obtained such an assessment and
provided a copy to Appaloosa. Curiously, Appaloosa had the right to request a copy of the
environmental site assessment at any time, see Ex. 1 at 3.15, but made no request for this
information until after making the false assertion in its Motion that no Phase I report exists.

16
An example of Appaloosas penchant for stretching the truth is its assertion that, when it attempted to open
substantive discussions regarding the problems associated with pursuing foreclosure with CWCAM, CWCAMs
counsel responded by offering to write a letter for the Hall of Fame. (App. Mem. at 3). In fact, the email was not
intended for Appaloosa a fact which was explained in an email exchange with Appaloosas counsel within minutes
of the misdirected email being sent. A complete copy of the email exchange is attached. See Ex. 7.
17
The PSA, in fact, requires that a Phase I site assessment be completed, and if it reveals a problem a
determination could be made that proceeding with foreclosure despite the revealed problem maximizes the recovery
to the Certificateholders. See Ex. 1 at 3.09(c).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 23 of 32
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Appaloosa next suggests that it be allowed to intervene because a foreclosure judgment
could result in the Trusts paying transfer taxes both at foreclosure and subsequent resale to a
third party purchaser. (App. Mem. at 2, 12-13). In the course of its duties, CWCAM always
looks to minimize tax liability, but if this Court were to accept Appaloosas justification as a
sufficient ground to permit intervention, it would have to do so in any foreclosure action
where there is a possibility that a Trustee could credit bid on behalf of the lender. Foreclosure
and subsequent resale is the norm rather than the exception when dealing with defaulted
mortgage loans. Appaloosas supposition is, nevertheless, speculative. There is simply no way
of knowing in advance of a foreclosure sale if a third party purchaser will buy the Property
through the auction process, thereby alleviating the Trusts of any potential obligation to pay
transfer taxes twice. In the event there is no such purchaser, transfer taxes are a fact of life and
required by each jurisdiction where a property is located. This Property is no different, just more
valuable than others.
18

Of greater importance to the 97% of Certificateholders who have not joined Appaloosa in
this action is that Appaloosas request to delay and avoid foreclosure is contrary to the express
mandate of the PSA which explicitly requires CWCAM to promptly realize on collateral when a
default occurs. See Ex. 1 at 3.09. This requirement is not conditioned on avoiding the transfer
taxes that are inevitably incidental to any sale.
Appaloosas third justification for intervention is premised upon an assertion that
CWCAM may obtain a priming lien due to the possible payment of double transfer taxes. (App.
Mem. at 2, 13). The Master Servicer, Wachovia, not CWCAM, is charged with advancing all
costs and expenses incurred by the lender relative to the Loan. See Ex. 1 at 3.03(c). The Trust,

18
Appaloosa asserts that transfer taxes might be avoided in a bankruptcy. First, the debtor needs to file bankruptcy,
and a representative of the Defendant Borrowers has publicly stated that voluntary bankruptcy is not an option.
Second, one may not file bankruptcy for the singular purpose of avoiding a transfer tax.
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 24 of 32
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however, is obligated to make advances for customary and reasonable property expenses at any
time the Special Servicer determines that additional funds are necessary to protect the ongoing
operations of the Property, regardless of whether a foreclosure has occurred. Id.
A foreclosure sale has no effect on the obligations to make advances. In this case, the
Defendant Borrowers have no assets other than the Property and its respective cash flows.
(Ex. 16 at 2.02(g)). The Property has never had sufficient cash flow to both service the debt
and pay property related expenses. The Loan was originated with a $400 million interest reserve
that ran out in December 2009. (Ex. 9 at D-4, D-8). The Trust has been drawing on reserve
balances and escrow accounts to meet certain of the debt service payments, and has been
advancing funds for other Property related expenses since January 2010.
Appaloosa next misrepresents the effect of foreclosure on its future voting rights.
(App. Mem. at 2). The amount of voting rights allocated to a class of certificates changes as the
aggregate principal balance of the certificates included in that class changes. See Ex. 1 at 1.01,
definition of Voting Rights. While the aggregate principal balance can change for several
reasons such as when principal distributions are made to a particular class or when a realized loss
from the final disposition of a mortgage loan is allocated to a particular class, the act of
foreclosing on property securing a mortgage loan does not change the principal balance of
any of the certificate classes and does not change any of the voting rights allocated to those
classes. See Ex. 1 at 1.01, definition of Class Principal Balance. Instead, only after the
ultimate disposition of the foreclosed upon property occurs and the special servicer finally
determines that all recoverable amounts have been recouped with respect to the property can the
calculation of any Realized Loss be made by the trust, (Ex. 1 at 1.01, definition of Realized
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 25 of 32
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Loss), and only this determination will confirm whether any of the class principal balances will
be changed and the associated voting rights effected.
Finally, Appaloosa justifies its intervention on the erroneous legal assertion that a
bankruptcy filed by an entity other than the Trusts could decrease excess rent claims owing to
some property tenants. (App. Mem. at 2, 14-15). Obviously, the Trusts have no control over
whether the Defendant Borrowers file a bankruptcy petition and therefore any consideration of
Appaloosas argument is a red-herring. Appaloosa is also mistaken in any event. Under New
York law, a tenant may recover an overcharge award through offsetting future rents against the
current owner of the property or successor owners. See Gaines v. N.Y. State Div. of Hous. &
Cmty. Renewal, 90 N.Y.2d 545, 547 & 551 (N.Y. 1997); Muscat v. Gray, 1 Misc. 3d 905(A),
2003 WL 23023768, at **1 & 3 (N.Y. Civ. Ct. Dec. 19, 2003). Additionally, a right of set off is
not a dischargeable obligation in bankruptcy. See Friarton Estates Corp. v. City of N.Y., 65 B.R.
586, 591-92 (S.D.N.Y. 1986); Berry Estates, Inc. v. State of N.Y., 812 F.2d 67, 70 (2d Cir.
1987).
The two cases cited by Appaloosa in support of its assertion that its interests will be
impaired if intervention is denied are readily distinguishable. (App. Mem. at 12-13). In In re
Oceana Intl, 49 F.R.D. 329 (S.D.N.Y. 1969), the putative intervenor sought to intervene in an
action to void the sale of property on which the intervenor was operating its business. See In re
Oceana, 49 F.R.D. at 331. Contrary to Appaloosas characterization that the intervenor in In re
Oceana had tenuous interests, (App. Mem. at 12), the intervenors interest was manifest: it
had possession of the property and [was] using it in its production process. 49 F.R.D. at 332
(emphasis added). By contrast, the Certificates owned by Appaloosa represent beneficial
ownership interests in the Trusts. Appaloosa is not in possession of the Property (nor does it
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 26 of 32
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have any right or title to the Property), it does not operate its business on the Property, and does
not own a direct interest in the Mortgage.
Unlike this simple foreclosure action, Consol. Edison, Inc. v. Northeast Utils., No. 01
Civ. 1893(JGK), 2004 WL 35445 (S.D.N.Y. Jan. 7, 2004) involved a complicated dispute over a
failed merger between two utility companies. In that case, the shareholders had direct interests
to a lost premium from the failed merger, and intervention did not significantly complicate the
litigation. See Consol. Edison, 2004 WL 35445, at **4-5. Here, by contrast, Appaloosas
indirect interests raise legal issues that are wholly collateral to a foreclosure action. Nothing in
this foreclosure action will impair Appaloosa from bringing ripened claims to vindicate its
purported interests.
In sum, Appaloosa has failed to provide the most basic showing required for establishing
intervention how absent intervention, this foreclosure action will impair its interests in the
Certificates that it owns. See also Siam Commercial Bank, 2006 WL 1816327, at *2 (denying
motion to intervene where the intervenor can assert any interest that has in relation to [the
defendant] in a separate action); see also Creative Care, Inc. v. Perales, No. 89 C 1079, 1992
WL 100151, at *2 (E.D.N.Y. Mar. 6, 1992) (Because [applicant] can protect its interests in the
pending state court action [to turnover funds], it may not intervene as of right in this action under
Rule 24(a)).
C. Appaloosas Interests are Adequately Represented by Parties Already in
the Action __________

As a Special Servicer, CWCAM represents the interests of all the Certificateholders.
Section 3.01 of the PSA requires CWCAM to administer the Loan pursuant to the Servicing
Standard, which requires CWCAM to maximize the recovery on the Loan on a net present value
basis and in the best interests of the Certificateholders. See Ex. 1 at 3.01. Additionally, the
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 27 of 32
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PSA requires CWCAM to (i) pursue foreclosure in the event of a Default, (Ex. 1 at 3.09(c)),
which the Appaloosa Entities admit has occurred, (Prop. Compl. 17), and (ii) consult solely
with the controlling class representatives of the Other Trusts in regard to the proper course of
action for the Loan, which CWCAM did and is doing (Ex. 1 at 3.25(a), Ex. 6 at 2(j)). The
rights to information and consultation with other Certificateholders are spelled out in the PSA
and are strictly limited because the Certificates that Appaloosa allegedly owns are freely traded.
See Ex. 1 at 3.15 and 6.10.
Appaloosa focuses on CWCAMs purported motives in seeking foreclosure, but a
putative intervenors interest is not inadequately represented merely because its motive to litigate
is different from that of a party. Fed. Trade Commn v. First Capital Consumer Membership
Servs., Inc., 206 F.R.D. 358, 365 (W.D.N.Y. 2001) (quoting Wash. Elec., 922 F.2d at 98). While
it is true that CWCAM is not acting solely in the best interests of Appaloosa, it is acting in the
best interests of all Certificateholders of which Appaloosa is part. Appaloosa does not allege that
foreclosure will fail to maximize recovery on the Loan on a net present value basis to the
Certificateholders, and it makes no allegation of bad faith or fraud on the part of CWCAM.
19

Appaloosas conclusory assertion of an irreconcilable conflict is based on a misleading
portrayal of a conflict it claims to exist because of CWCAMs alleged ownership position in the
Trusts and Appaloosas ownership position. (App. Mem. at 11). Appaloosa asserts that
CWCAM owns the S tranche in the 2007-C30 Trust. (Id.). Appaloosa is wrong. That tranche is
owned by Cobalt Vr. See Exs. 13-15. Because the S tranche is more subordinate to the tranches
owned by Appaloosa, any decision that adversely affects Appaloosa will adversely affect Cobalt
Vr. Even if CWCAM or its affiliate did invest in the Trusts, it is commonplace in the CMBS
market for affiliates of special servicers to own certificates in the pools that the special servicer

19
See Ex. 1 at 6.03 (noting that special servicer has no liability for actions taken in good faith).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 28 of 32
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administers. The PSA expressly allows for this to occur. See Ex. 1 at 6.10. Indeed, whether
CWCAM has any legal relationship or affiliation with the entity that actually owns Certificates
in the Trusts is irrelevant in determining which course of action will serve to maximize recovery
to all of the Certificateholders. Appaloosa does not plead any facts showing how the mere
alleged ownership of Certificates by CWCAM creates an irreconcilable conflict with
Appaloosa.
It is instead Appaloosa who has a conflict with the other 97% of Certificateholders who
have not joined it. Appaloosa owns Interest Only Certificates which are paid interest on notional
principal amounts only so long as they remain outstanding. (Ex. 12). Payments attributable to a
foreclosed upon loan cease once the Trust sells the foreclosed property to a third party purchaser
even though such sale could result in large principal distributions to the other certificateholders.
As a consequence, Appaloosa has an incentive to delay this foreclosure action by CWCAM and
maintain its stream of interest payments regardless of its affect on other Certificateholders. It is
precisely because of this type of irreconcilable conflict that all Certificateholders agreed in the
PSA to the no-action clause that Appaloosa ignores. The Certificateholders collectively
reconcile the conflict by vesting exclusive control and decision making authority with the
Special Servicer and the controlling class representatives charging them to maximize the net
present value recovery for all Certificateholders.
The lone case Appaloosa cites in support of its claim to inadequate representation,
Aristocrat Leisure Ltd. v. Deutsche Bank Trust Co., No. 04 Civ. 10014 (PKL), 2005 WL 751914
(S.D.N.Y. Mar. 31, 2005), in fact supports the agreement of the Certificateholders contained in
the PSA. In reaching its decision, Aristocrat found it noteworthy that the trustee consented to
the bondholders intervention in the case. Id. at *2, n.2. The district court refused to allow
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 29 of 32
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bondholders to intervene based on the argument that their views would not be advocated: The
representation is therefore adequate even where the [trustee] refuses to advance the [intervenor
bondholders] arguments that the [trustee] believes unavailing. Id. at *3. Intervention was
instead permitted in Aristocrat, because of (i) the trustees consent and (ii) a finding of
collusion and adversity of interest between the bondholders and the trustee. The subject
matter at issue in Aristocrat was the indenture agreement itself and whether it should be modified
in light of an alleged scriveners error. Id. at *1. Here, neither the Trustee nor the Trusts has
consented to Appaloosas intervention, and there is no allegation by Appaloosa of collusion
and adversity of interest on the part of the Trustee. Appaloosa should not be permitted to
intervene in this foreclosure action when it has no direct interest in the Property or the Mortgage.
See Palmer v. Bankers Trust Co., 12 F.2d 747, 752 & 754 (8th Cir. 1926) (stating general rule
that trustee represents all of the bondholders and affirming lower courts refusal to allow
bondholder to intervene in a foreclosure suit brought by a trustee under applicable mortgage);
(cited in Angevine, 39 F. Supp. at 500-502 (same)).
20

Finally, Appaloosas conclusory legal opinion that CWCAM owes it a fiduciary duty by
virtue of the PSA is mistaken. Nowhere in the PSA is there any indication that CWCAM was
intended to be considered a fiduciary of Appaloosa or the Trusts in which it invested. See Ex. 1
at 3.01 (noting that the special servicer is an independent contractor). And, in fact, the
Southern District of New York Court has ruled that a special servicer does not act in the capacity
as a fiduciary to certificateholders. (Ex. 8).

20
Accord Bowling Green Trust Co. v. Virginia Passenger & Power Co., 132 F. 921, 926 (E.D. Va. 1904) (refusing
to allow bondholders to intervene in foreclosure suit and stating that: Courts in any case should be slow to interfere
with trustees, in the apparently lawful discharge of their duties, at the instance of a comparatively small number of
minority bondholders or stockholders, and least of all should it do so when it appears that such bondholders and
stockholders are not themselves seeking actual relief, but are attempting to obstruct the trustee in the discharge of
what it deems to be its duty.); Guaranty Trust Co. v. Chicago, M & St. P. Ry. Co., 15 F.2d 434, 440 (N.D. Ill.
1926) (denying intervention and noting that courts will be equally vigilant to see that dissenting bondholders be not
permitted to create a maneuvering value in their bonds).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 30 of 32
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III. Appaloosa Has Not Complied With Rule 24(c)s Requirement To Plead Claims Or
Defenses
Appaloosa proposes to intervene as a party defendant, but it has not attached an answer
that sets forth defenses to the Complaint. See Fed. R. Civ. P. 24(c) (The motion must state the
grounds for intervention and be accompanied by a pleading that sets out the claim or defense
for which intervention is sought.).
21
Appaloosa has instead attached a proposed complaint that
is little more than a barebones collection of vague attacks. In violation of Federal Rule of Civil
Procedure 8(a), Appaloosas proposed complaint does not state any legal counts or claims. This
failure to answer is more than a technical oversight as Appaloosa has no defenses to the
foreclosure action itself, no standing under the PSA to pursue claims against CWCAM, and no
irreparable injury.
Courts routinely deny motions to intervene, when, as with Appaloosas Proposed
Complaint, the proposed intervenors pleadings did not adequately set out the claim or defense
for which intervention is sought. Jones v. Shell Oil Co., No. 3:05-CV-622-MJR, 2006 WL
83467, at *1 n.2 (S.D. Ill. Jan. 11, 2006) (denying motion to intervene in part under Rule 24(c)
because the pleading submitted by the intervener does not comply with Rule 8(a)); see also
City of Bridgeport v. United States Dept of the Army, No. 3:09-CV-0532CSH, 2009 WL
3254475, at *1 n.1 (D. Conn. Oct. 6, 2009) (stating that the intervenors barebones motion
papers cannot be characterized as a pleading within the meaning of the Rule). Appaloosas
inability to plead a claim or defense is an absolute bar to its requested intervention.

21
Accord St. Charles Tower, Inc. v. County of Franklin, Mo., No. 4:09CV987-DJS, 2009 WL 3852462, at *1 (E.D.
Mo. Nov. 17, 2009) (explaining that the Rule 24(c) requirement is not merely a procedural formality, but is integral
to the Courts necessary analysis of the legal rights asserted by the intervenor, and concomitant issues such as
standing and jurisdiction.).
Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 31 of 32
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CONCLUSION
Appaloosa has failed to satisfy necessary conditions precedent under the PSA, has not
complied with Federal Rule of Civil Procedure 24(c), and cannot satisfy the four-prong test for
intervention as of right under Federal Rule of Civil Procedure 24(a). Accordingly, CWCAM
respectfully asks the Court to deny Appaloosas Motion for Leave to Intervene as a Party-
Defendant.
Dated: Baltimore, Maryland
March 12, 2010
Respectfully submitted,

VENABLE LLP


By: /s/ Edward A. Smith
Gregory A. Cross (pro hac vice pending)
750 East Pratt Street, Suite 900
Baltimore, Maryland 21202
Telephone: (410) 244-7400

-and-

Edward A. Smith
Rockefeller Center
1270 Avenue of the Americas, 25
th
Floor
New York, New York 10020
Telephone: (212) 307-5500

Counsel for CWCapital Asset Management LLC,
solely in its capacity as Special Servicer for the
Trusts

Case 1:10-cv-01178-AKH Document 54 Filed 03/12/10 Page 32 of 32
. ~ .
lit The Matter .Qf:
BANK OF AMERICA N.A., v.
PCV ST. OWNER LP,
April 29,2010
CONFERENCE
SOUTHERN DISTRICT REPORTERS
500PEARLSTREET
NEW YORK.; NY10007
212-805-0300
Original File 04T7BOAC.txt; Pages 1-40
Word Index included with this Min-D-Script
BANK OF AMERICA N.A., v.
PCV ST. OWN:ER LP, .
[1)
[2)
[3)
[4]
[5]
[6)
[7)
[-8)
[9)

tlll
[12)
[13)
[14)
[15)
[16)
[17)
[18)
[19)
[20)
[21)
[22]
[23)
[24)
[25)
11.1
[2)
[3)
[4)
[51
[6)
(7)
[8)
1?1
[10)
[11]
[12)
[13)
[14)
[15)
[16)
[17}
{18)
[191.
{201
[21}
[221
(231
[241
[251
04t7boac
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------x
BANK OF AMERICA N,A.,
Plaintiff,
Page 1
v. i.O Civ. 1178
PCV ST. OWNER LP,
Defendant.
------------------------------x
Before:
HON. ALVIN K. HELLERSTEIN
District Judge
APPEARANCES
VENABLE LLP .
Attorneys for Plaintiff
BY: GREGORY CROSS
COLLEEN MALLON
EDWARD SMITH
GIBBS & BRUNS LLP
BY: Appaloosa Management LP, Intervene'
WARNER PARTNERS PC
BY: Appaloosa Management. LP, Intervenor
(Case called)
(In open court)
Page2
MR. CROSS: Good morning, your Honor. Greg Cross,
Venable, on .behalf of CW Capital Asset Management. With me at
counsel table is Colleen Mallon and Ed Smith of my firm.
THE COURT: Thank you. Be seated.
MR. WARNER: For Appaloosa, the proposeD inte.rvenors .
Ken Warner of Warner Partners.
THE COURT: How are you, Mr. Warner?
MR. WARNER: Good morning, .your
THE COURT: Nice to see you.
MR. WARNER: Thank you very much. And with me is
Cathy Patrick from Gibbs & Bruns in Texas, and Ms. Patrick will
be handling the oral argument this morning.
MS. PATRICK: Good morning, your Honor.
THE COURT: Mr, Warner, I have never known you to step
aside before.
MR. WARNER: Thank you, your Honor, but it-'s .a
privilege for me to step aside for Ms. Patrick.
THE COURT: Very nice.
All right, Patrick, you are making a motion to
intervene, so I will hear you first.
MS. PATRICK: Good morning, your Honor. Thank you
very much fo.r the privilege of appearing here on behalf of the
Appaloosa
[1)
[2)
[3)
[4)
[5)
[6)
(7)
[8)
[9)
[10]
[ll]
[12)
[13)
[14)
(15]
(16)
[17)
[Hi)
(19)
[20)
[21]
[22]
[23}
April 29, 2010
.Page 3
We a.re here today because quite simply in the absence
of an permitting Appaloosa to intervene, the certificate
holders that have billions of dollars at Stake, ..A(,paloosa which
itself has $800 million at stake, will suffer h\'ndreds of
millions of dollars of unnecessary and avoidable losSes, and a
community, StuyveSant Towri, will be dismembered and
sold in pieces by a c.onflid:ed serv:icer, behaving recklessly on
behalf of trustees. that have done nothing to _prevent it.
THE COURT: Prevent what?
MS. PATRICK: Pi:-event cw Capital '.s breach of its
servicing obligations and acting pursuant to the conflict of
intereSt that we have in the papers, your Honor.
Those facts are not actually disputed by CW Capital.
THE COURT: What is the conflict?
MS. PATRICK: The conflict, your Honor, is quite
simply that_ they stand in tWo capacities 'in this case. First,
spec.ial ser-vicer, they a:ce obliged to act on behalf of all
certificate holders in their best interest; and, 'second, as the
holder of the controlling class of certificates they are
required to act solely in the interest of thoSe certificate
holders are an affiliate of theirs.
Your Honor, if I may approach --
THE COURT: But you are all in the same category,
[241 aren't you?
[25}
[1}
121
[3]
[41
lSI
[6}
[71
[8]
[9)
[10}
[11)
[12)
[13}
[141
[15)
[16)
[17)
[18)
[19}
(20)
(21)
[22)
(23)
[24)
[25}
MS. PATRICK: No, your Honor, we are not all in the
Page4
same category. The category of bonds that they owri are deep! y
subordinated and under water, and it is ou_r belief that cw
Capital is pursuing foreclosure in order to permit those bonds
not to be wiped out.
THE COURT: Well, 'if they are subordinate to they
cant gain anything unless you gain something. So, where is
the conflict?
MS. PATRICK: Your Honor, may I hand up these
materials?
THE COURT: No, no.
MS. PATRICK: The answer quite simJ?lY is they do not
have to act with regard to the certificate holders when they
act on behalf of that deeply subordinated tranche.
THE COURT: They have to act on behalf of their :rec?rd
ownership. You dont have a record ownership. They have a
record ownership. They have the obligation to service
everybody for whoni they hol<;I, and you are included, and others
are included, inciu<;ing themselves .. aut they have an
9bl.igation to act, and I don t see how you have any kind of
standing.
MS. PATRICK: Well, your Honor, we believe we do have
standing.
THE COURT: I know. That's why you brought the
motion, but you have to persuade .me.
MS. PATRICK: Yes, your Honor, I understand.
CONFERENCE Min-U-Script (1) Page 1 - Page 4
April 29, 2010
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r11 THE COURT: What does the document say?
r21 MS. PATRICK: The document says that the trust is
!31 operated for our benefit.
!41 THE COURT: Yes, but who has the right to sue and the
rs1 obligation to sue?
(61 MS. PATRICK: Your Honor, the servicer and the trustee
. !71 have the obllgation to sue.
raJ THE COURT: And do you have an obligation to sue?
!9f MS. PATRICK: Your Honor, we do not have an obligation
tlOl to sue; but we are permitted to intervene to protect our right
m1 to faithful performance of the servicing standard, as is
r121 required by the pooling and servicing agreement.
[131 THE COURT: What document gives you that right?
[141 MS. PATRICK: The pooling and servicing agreement
151 giver us that right.
161 THE COURT: What provision?
!171 MS. PATRICK: The pooling and servicing agreement at
r1aJ Section 3.01 arid at Section 6.03.
U9l 3.01 requires that the servicer act for the benefit of
r2oJ all certificate holders, and 6.03 states that when they breach
r211 their servicing obligation they are not immune from liability
1221 to holders like Appaloosa that.are --
1231 THE COURT: Yes, you can sue them for breach of their
241 fiduciary obligation.
!251 Don't shake your head. You will h,ave a chance to talk
Page6
[1] if you need to.
[2] MS. PATRICK: Yes, your Honor, we can. The issue is
{3] it i.s inefficient to contemplate the filing of a second and
[4] separate lawsuit for damages when Rule 24 permits us to --
[51 excuse me, your Honor, go ahead.
[61 . THE COURT: It was my fault. I interrupted you. We
[7] don't do interrupt anybody else in New York.
[81 MS. PATRICK: May I proceed?
( ~ ] THE COURT: Yes.
(10) MS. PATRICK: It's inefficient to require us to file a
[111 separate damages lawsuit when the damages that we will suffer
[121 could be prevented and avoided if we were permitted here to
[131 intervene. And we have met the elements of Rule 24.
[141 THE COURT: Ifl were to permit you to intervene, I
[15) would have to permit every other certificate holder to
[16) intervene, and that would be total inefficiency and chaos.
[17.]
MS. PATRICK: Your Honor, we don'tbelieve that's
[181 true. Obviously the issue here is that nobody is representing
[19] the interests of the certificate holders.
' [201 THE COURT: Well, that's not true. They're bringing a
[211 lawsuit to foreclose. You don't want to be foreclosed. You
[221 want some kind of a deal. You would like to be bought out, but
[2.31 you can't. You can't get a special deal. The suit to
[241 foreclose is the remedy. You say that there is a bankruptcy
[25] remedy, and maybe there is, but that's for the record holder to
:SANK OF AMERlCA N.A., v.
PCVST.OWNERLP,
Page7
r11 decide.
!21 MS. PATRICK: Your Honor, the difference is here, when
31 you look at the underlying facts, pursuit of foreclosure
41 inflicts hundreds of millions of dollars of avoidable damages.
rs1 THE COURT: You're claiming that it was an unwise
!61 choice. That doesn't mean that it's a conflicting choice; it
r11 just means it's an unwise choice. And if it's unwise, everyone
!81 for whom they act is equally hurt.
91 MS. PATRICK: Yes.
r1o1 THE COURT: And you're not hurt any more than anybody
r111 else. Their affiliated interests are hurt as well as you, and
r121 yo:u are ahead of them, so you don't care if they're hurt.
!13! MS. PATRICK: Well, we actually do care, your Honor.
!14! And we don't have to demonstrate that we're hurt differently,
t15J but we can demonstrate that here. The assertion--
!16! THE COURT: Well, you all might be hurt. Maybe they
t171 have made an unwise choice, but they have to make the choice.
!181 And if they make a bad choice, you may have remedies, though
!191 acting on a bad choice does not necessarily give you cause of.
r2o1 action for breach of fiduciary obligation.
r211 MS. PATRICK:. Well, it d.oes, your Honor. Under 6.03
r221 of the PSA, nothing in the pooling and servicing agreement
[231 absolves them from liability to the certificate holders for,
t24J among other things, negligence in the performance of their
[251 obligations as servicer.
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THE COURT: So, after all is said and done, if it
doesn't work out the way you like and you think they have been
negligent, you can sue them.
MS. PATRICK: Yes, your Honor, we can. I'm not
denying that.
THE COURT: I won't consider it a related action.
Some other judge may draw it, but you can sue.
MS. PATRICK: Your Honor, I don't dispute that we can
sue them for breach of fiduciary duty. We're here because it
seems to me and to Appaloosa sensible to trY to avoid a lawsuit
for hundreds of millions of dollars in damages if this court
had somebody before it which would hold the servicer
accountable for the performance of its prudent servicing
obligations. And there is --
THE COURT: Well, do you have a section that gives you
that right? So far you haven't cited anything to me that does.
MS. PATRICK: Oh, your Honor, the limitation of action
provision that they rely on so heavily actually cuts the other
way. There are three cases that have--
THE COURT: What section number is that?
MS. PATRICK: It's 11.09, I believe. Hold on, just a
minute.
THE COURT: Is it 11.03?
MS. PATRICK: It is 11.03. I apologize.
THE COURT: "No certificate holder shall have any
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PCV ST. OWNER LP,
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right by virtue of any provision of this agreement" -- that's
you, correct?
MS. PATRICK: That's me.
THE COUR:r: -- "to institute any suit, action or
proceeding in equity or law, upon or under, or with respect to
this agreement, or any mortgage loan, unless such certificate
holder previously shall have .given to the trustee a written
notice of default hereunder" --.have you done that?
MS. PATRICK: No; your Honor, we don't have to for a
breach of :fiduciary duty.
THE COURT: It says so. "And unless also the holders
of certificates to at least 25 percent of the voting rights
shall have made written request upon the trustee to institute
such action, suit or proceeding." Has that happened?
MS. PATRICK: No, your Honor; but it doesn't--
THE COURT: So, the two preconditions of 11.03 haven't
occurred.
MS. PATRICK: Your Honor, under Cruden, the Second
Circuit case, we do not have to make such demand and we do not
have to have 25 percent, beeause the Second Circuit has
that it would be absurd to ask the trustee to sue
itself.
And here, where the trustee is the plaintiff in a .
lawsuit that is a breach of its obligations, and the servicer
is proceeding with the trustee's authority to breach its
Page 10
111 obligations, Cruden is four square on point.
r21 THE COURT: So, you're saying that the trustee by
!31 bringing this lawsuit to foreclose is breaching its obligation?
t41 MS. PATRICK: Yes,yourHonor.
!51 THE COURT: How so?
!6J MS. PATRICK: Because they are operating a trust for
171 benefit of the certificate holders. They are required to
re1 insist on prudent servicing. And here the pursuit of
91 foreclosure, which subjects the. certificate holders to hundreds
1DJ of millions of dollars wholly avoidable, wasteful and
rn1 unnecessary taxes, is. a breach of the servicing standard, and
r121 the trustee's failure to prevent it is a breach of the
!131 trustee's obligations.
141 THE COURT: What provision is breached?
151 MS. PATRICK: Sectio:ti 3.01, which requires that the
161 servicer act for the benefit of the holders; and fundamental
r 11 I nature of the pooling and servicing agreement, which at the
181 outset obligates the trustee to operate the pool for the
benefit ofthe holders.
1201 THE COURT: I'm sorry, but the action to foreclose
121 J which you contend is unwise was brought on behalf of everyone
r22i in the pool, so it's not abreach. It may be an unwise act,
!231 but it's not a breach.
241 MS. PATRICK: Well, I guess we're somewhat talking
251 past each other. Let me give it one more try.
April 29, .
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IJ:l THE COURT: Sure .
. (2] MS. PATRICK: Here is the way I--
(3] THE COURT: We're known in New York City for our
141 . patience.
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MS. PATRICK: You have been very patient with me, your
Honor, and I appreciate it. Here is the way in which I think
aboutthat.
. 81 The pooling and servicing agreement requires as
[91 . faithful performance of that agreement prudent servicing for
t1o1 the benefit of the holders. That is a breach of the
!111 contractual duty under the pooling and servicing agreement when
r121 they fail to insist on that, and that's why in Cruden, in
[131 Greenwich Capital and in MBiA, each of those cases, and in the
!141 Teachers case, which Judge Kaplan had before him, in Teachers
!151 Judge Kaplan noted that virtually identical section of a
161 pooling and servicing agreement, Section 6.03, gave the
171 certificate holder there the right to avoid sul!ll11acy judgment
r1a1 because of the allegation that the actions taken by the
!191 servicer were injurious to the certificate holders.
r2o1 So, the point is we are entitled to faithful
r21 1 performance under that contract. That's clear. What is
1221 faithful performance under that contract? It is prudent
!231 servicing. That is clear and undisputed.
!24J When we are victimized by that c:Jirectly, by a trustee
!251 that fails to insist on prudent servicing, and instead pursues
Page 12
111 a reckless foreclosure that inflicts hundreds of millions of
[2) dollars oflosses on the holders, we .are entitled to sue under
31 Cruden, and we are not barred by the no action clause ..
41 THE COURT: Let me ask you this question. What would
5J you do that the trustee has done?
!6J MS. PATRICK: Well, what we would do is urge the court
[7 I as a party to the case to require cw Capital to demonstrate
re1 that foreclosure and the assumption of these taxes and unknown
rs1 liabilities is indeed in the best interest of the certificate
t1o1 holders.
m1 THE COURT: What alternatives are there?
r121 MS. PATRICK: There is bankruptcy, your Honor, where
!13J these matters can be dealt with appropriately.
!141 THE COURT: How would you go about doing the
151 bankruptcy?
!16J MS. PATRICK: Your Honor, when you put this in
!171 bankruptcy it gives not just the certificat() hOlders but the
r1eJ tenants an opportunity to work through an ordinarily
!191 reorganization.
1201 THE COURT: Well, why wasn't bankruptcy declared?
!211 MS. PATRICK: Your Honor, wedon'tknowthe answer to
r221 that.
.!23! THE COURT: Maybe there weren1 enough creditors?
!241 MS. PATRICK: CW Capital has enough creditors. CW
!25J . Capital can insist on that in itself. It is here acting on
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behalf of several trustees, not just
THE COURT: He makes an open argument that actions to
foreclose on real estate are just as effective and often more
effective than a bankruptcy proceeding.
MS. PATRICK: Yom Honor, we don't believe that is
true in a complex mortgage like this one, where there are .
issues of tenant claims for excess rent. the J 51 judgment.
where the tenants are trying to put together the ability to buy
[9] . the property and wiping out the mezzanine debt adversely
affects their options. We don't believe it makes sense to
foreclose when doing so creates priming lie11s that push hplders
like Appaloosa that would otherwise have a recovery on their
notes into a position where they have no recovery at all.
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right, I get your point. Anything eise you want to tell me?
MS. PATRICK: Your Honor, we think that the key reason
that we are here is that allowing Appaloosa to intervene
ensures that the court will have before it all of the options
that are available to reorganize this historic property. Here
is the real issue --
1211 THE COURT: Well, look, ifl am the judge on a lawsuit
1221 that seeks foreclosure where is my discretion to say yoU: can't
!231 foreclose, you have to go to bankruptcy?
[241 MS. PATRICK: Your Honor, here is the discretion. The
!251 discretion would be to say if' you allow us to intervene, to
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require CW Capital -- which has a conflict and which has a
fiduciary obligation of prudent servicing-- to demonstrate
utmost fairness, to demonstrate that pursuing foreclosure and
these priming liens that create losses for the people on whose
behave they are supposed to ad is the only prudent option.
It's not--
THE COURT: That's not an intervention in this
lawsuit; that's a different lawsuit. rm sorry. Why don't you
just try to organize -- you still need three creditors for
involuntary bankruptcy?
MS. PATRICK: Your Honor, CW Capital and others would
take the position I think that we arenot entitled to pursue
bankruptcy.
THE COURT: I understand, but does the law still
require three creditors?
MS. PATRICK: It does. It does.
THE COURT: So, why don't you try to get three
creditors to start involuntary bankruptcy? That would take the
jurisdiction away from me. I would welcome that.
MS. PATRICK: But we like it here, your Honor.
Y oirr Honor, I appreciate very much your time. The key
point from our perspective is that without us here nobody in
the_ case is going to insist on a demonstration of prudent
servicing. That's evident from the. motion for summary judgment
which doesn't even mention the issues that we-have raised. And
BANK OF N.A., v.
. PCV ST. OWNERLP,
Page 15
111 . we thank you for your consideration.
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THE COURT: Thank you, Ms. Patrick.
Mr. Cross.
MR CROSS: Good morning.
THE COURT: Good morning.
MR. CROSS: I agree with much of what you had to say.
THE COURT: I am going to ask you to take the podium,
Mr. Cross, because otherwise you block Mr .. Warner.
MR. CROSS: That's easier for me anyway. Thank you.
Your Honor, we are here on a foreclosure action.
Appaloosa doesn't assert any interest in the borrower, any
interest in the propertY, any interest in the mortgage that
permits foreclosure, and Appaloosa concedes the right of CW
Capital, a special servicer, to foreclose on behalf of the
trust.
!161 What Appaloosa is seeking, and was evident from the
1111 argument, is a series of advisory opinions from the court with
!181 respect to the effect of potential bankruptcy and With respect
191 to a breach of contract claim. that they may bring some day as
1201 to CW Capital's actions under the pooling and servicing
1211 agreement.
1221 Those type of unrelated, not direct
231 causes of action, are exactly what has been rejected by the
!241 Second Circuit as a basis for intervention. They do not assert
2SJ a direct interest in the subject matter of this proceeding.
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And the assertion that bankruptcy is some easy flip-the-coin
option highlights just how speculative their claims are.
First, as you recognized, CW Capital is not the
borrower. CW Capital cannot file a bankruptcy action as a
borrower. Appaloosa would.ask the court to conclude that CW
Capital can initiate an involuntary proceeding. Itwotild ask
the court to speculate that once our borrower was in a .
pankruptcy proceeding our borrower would decide to sell to a
party which was acceptable .to the trust. If would ask you to
speculate that that borrower would agree to buy a purchase
was acceptable to the trust. It would ask you to
speculate that the borrower would not seek a
proceeding. It would a!)k you to further speculate that the
borrower would sell pursuant to a plan, which is the only means
that you could avoid transfer taxes.
THE COURT: Describe your lawsuit; the lawsuit that is
before me, the lawsuit in which they seek to intervene.
. MR. CROSS: This is a straightforward lawsuit where CW
Capital, a special servicer, is foreclosing against real
property on behalf of five trusts that it represents .. That's
all it is.
THE COURT: What is its tranche? To what is it senior
and to what is it junior?
MR. CROSS: CW Capital doesn't own a tranche. In
every one of these securitized real estate offerings the owner
Page 13 16 (4) Min-D-Script CONFERENCE
BANK OF AMERiCA N.A., v.
PCV ST. OWNER LP,
Page17
1
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of a certain class of certificates origirially gets to appoint
[2] the special servicer. That's true in every single
!31 securitization of coriunercial real estate, and this one was no
14 1 different.
!SJ An affiliate of CW Capital originally owned a
!6T certificate and appointed CW Capital special servicer. That
111 certificate has s4J,ce been sold into another securitization and
181 is owned by that securitization .. An affiliate of CW Capital
191 manages that securitization and Capital as a
[10J special servicer.
1111 . But your Honor was exactly right, in order for that
1121 CDO to experience any gain or loss it is below in the capital
I13J stack Appaloosa. You know, it stands it on its head to say
1141 that CyY Capital is acting precipitously so that that
1151 certificate can gain, because that certificate can only gain if
1161 Appaloosa is paid in full. Appaloosa is here acting in its own
!17 1 interests. Appaloosa is seeking delay. Appaloosa is acting
11SJ out--
!191 THE COURT: Why do you think?
1201 MR. CROSS: I think they are seeking delay because
[21.] they Iiave concluded they could exercise control over the
122
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property if they sought delay, or be paid off. I can't say
!231 that to be the fact, but that would seem to be consistent. Or,
!24! if they are acting just in their certificate interest, they
I25J have concluded that delay may be their only hope of being paid.
Page 18
[1.] Because delay isn't without cost here. You know, we have a
[2] borrower who wants to leave this property.
[3] THE COURT: They would just like to be at the table, I
[4] think, making decisions. .
[5] . CROSS: And the certificate holders address that.
i6J The certificate holders agreed contractually that one party and
Pl
one party only would make the decisions, and that that party
[8] would be the special servicer, and that party is CW Capital.
[9] THE coURT: How many interests are there for whom you.
[10] act? How many interests?
Ill] MR. CROSS: Yes, it's five trusts. I don't know the
[12] number of certificates. I would guess more than a hundred
[13] different tranches of certificates. It's $24 billion across
[14] five trusts. There is an obligation for CW Capital to consult
[15] with two other controlling class representatives in these
[16] pools, both of those filed --
[1.7] THE COURT: So, the logic of allowing Appaloosa to
[18] intervene would be to allow a number of others to intervene.
[19] MR. CROSS: Correct, they could all intervene. And
[20] they could intervene in any --
[21.] THE COURT: -- at every level of priority.
(22] MR. CROSS: That's exactly right. And they could
[23] intervene in any commercial real estate foreclosure action
[24] brought in front of any court.
[25] THE COURT: That would create chaos.
April 29, 2010
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[11 MR. CROSS: Complete chaos. You would be sorting out
121 the special servicer's decision making in a courtroom in every
!3J single deal where any aggrieved certificate holder wanted to
141 come forward.
!51 THE COURT: Mr. Cross, 1 would like you to take me
161 through the provisions of the agreements that bind you and bind
111 all certificate holders.
181 MR. CROSS: Sure, your Honor. Let me get a copy.
!91 THE. COURT: If you would like one of your colleagues
1101 to do that, that's quite all right.
1111 MR. CROSS: No, rm happy to do it; I just wanted to
1121 get the text actually in front of me.
(131 .J THE COURT: If you would like to do that sitting down
[14] so you could have the help of your colleague, that's fine.
!lSI MR. CROSS: No, I will be fine. fm too familiar with
1161 these provisions unfortunately.
ll7J Section 3.01 of the pooling and servicing agreement
1181 obligates a certificate holder to act in the interests of all
1191 certific;:ate holders i.n accordance with the servicing standard.
1201 THE COURT: And ifyou failed to do that, you are
1211 exposed in an independent lawsuit.
r221 MR. CROSS: Right. And just so you understand, the
[231 common parlance for what the servicing standard requires is to
124 1 maximize a net present value recovery for all certificate
125J holders in the trust. So, that's the analysis, what's going to
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achieve the most money for the trust. That's the special
servicer' s responsibility.
THE COURT: And you have to make that judgment.
MR. CROSS: Thafs correct.
THE COURT: And you are a compa11y that has extensive
experience and capacityto make those judgments.
MR. CROSS: That's correct.
THE COURT: I have looked you up, but tell me for the
record who you are.-- not you personally, your client.
MR. CWCapital is the second largest special
servicer of commercial mortgages in the United States. They
are also the most highly ranked special servicer in the United
States by the rating agencies. They have loans.in all 50
states. They have 200 different trusts for which
they are named as special servicer. They and forerunners have
been in the business of special servicing for more than 20
years.
THE COURT: Thank you.
MR. CROSS: CW Capital; it is correct; is responsible
if it is negligent in the exercise of its duties, and it is
responsible to both the tiustee, and it is responsible to a
certificate holder who satisfies the no action clause that your
Honor reviewed previously.
THE COURT: The style of the caption therefore is the
Bank of America National Association, the trustee.
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MR. CROSS: New York law requires that. You put the
trustee's name in because they are the beneficial holder for
the trust.
THE COURT: They are the holder.
MR. CROSS: right.
THE COURT: Not the beneficial holder.
MR. CROSS: I misspoke, you're correct.
[8] THE COURT: And they act through the special servicer,
9J through you, but you're really superfluous in the. title.
[10] MR. CROSS: That's right, your Honor. And when you
1111 are measuring -- for example, if you are measuring diversity,
1121 you look past the special servicer.
!131 THE COURT: And what you have done is list as
14J ancillary to the plaintiff the various institutions for whom
151 the plaintiff acts.
1161 MR. CROSS: Correct.
1
111 THE COURT: So, bank of America is the plaintiff.
!1Bl It's an action of foreclosure against various defendants who
!191 have record ownership in Stuyvesant Town and Peter Cooper
1201 Village.
1211 MR. CROSS: And I believe, Bank of America was
1221 succeeded by Wachovia, so I think it now should be Wachovia
!231 We filed an amended pleading to that effect.
. !241 THE COURT: You'll clear that up, but it's the same
[251 point.
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MR. CROSS: Right.
THE COURT: And what you do in an action of
foreclosure is foreclose against every record owner and every
record lien holder.
MR. CROSS: That's correct.
THE COURT: The object of a foreclosure is to either
obtain payment of the defaulted debt, or to take possession, or
to sell the property, and thereby realize the maximum possible
for the debt that is represented by the .plaintiff.
MR. CROSS: That's correct. That's exactly right.
. THE COURT: And the title fulcrum debt or fulcrum
holder is loosely thrown around here. What that means, it's a
dynamic concept, as I understand it. It's that tranche of the
debt, that level of seniority. which comes after everybody
senior to that is paid off in full.
MR. CROSS: And it moves up and down.
THE COURT: It can move up and down. If, for example,
a million dollar debt is paid except for a hundred dollars
that's owed, the debtlevel below that can pay off that hundred
dollars, thus causing everybody senior to disappear and take
control of the property.
MR. CROSS: And it's particularly volatile in a deal
like this where 'you have five trusts and $23 billion.
THE COURT: It can move up and down. It's really a
dynamic concept.
BANK OF AMERICA N.A., v.
PCV OWNER LP,
Page23
111 MR. CROSS: That's right.
121 THE COURT: And it's particularly in need of a single
31 party that can make decisions and be responsible for those
41 decisions rather than to have the chaos of numbers of people
51 all intervening in that particular tranche.
61 MR. CROSS: That's right: And it's worth noting that
!71 the holders of those certificates like Appaloosa trade in and
!81 out of them as the market moves up and down and as time passes
91 by, so Appaloosa, for example --
!101 THE COURT: They could pick up for a song and hold on
1111 and make a )cilling, or they could lose their entire investment.
1121 MR. CROSS: Which we believe they have.
!131 THE COURT: Well, but that's a story for a different
141 lawsuit.
151 All right. So, we have covered 3.01. What's the next
161 section that's relevant?
1111 MR. CROSS: 3.01 is the key provision. The default
!181 provision-- actually I do need help here.
!191 I believe the default provision is 6.02.
1201 THE COURT: What does it provide?
1211 MR. CROSS: 6.03.
1221 THE COURT: What do those sections provide?
231 MR. CROSS: 6.03 says the specialer servicer is
!241 responsible for negligence. That's the section we talked about
251 previously.
[1]
[2] .
[3]
[4]
[5]
[6]
[7)
[8]
[9]
[10]
(11)
(12]
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THE COURT: Yes.
MR. CROSS: 11.03 is the no action.
THE COURT: So 6.03, if they are negligent in the
course of time of choosing poorly, and not reasonably, they
could be subjected to a surcharge in a separate lawsuit but not
in an intervention lawsuit.
MR. CROSS: Correct. If the no action clause is
satisfied -- which is the 9lause you reviewed previously -- I
think those are the three controlling provisions for today.
THE COURT: The anomaly of the intervention is that
they want to take part in 'a foreclosure lawsuit which they say
is completely unwise and they'd like to undo. So, it's not
really an intervention at all.
MR; CROSS: No. And we cite them in our brief, but
the courts in this' Circuit who have looked at intervention
where you are seeking to circumvent a no action clause, they've
applied it equally. Because ifthey have a claim later that CW
Capital acted negligently, bring it. If they can be joined by
any certificate holders --
THE COURT: No, I think we have covered that. So,
that's 6.03 and now the other one is 11.03.
MR. CROSS: Correct, those the three key provisions.
THE COURT: Wl).ich I read out before. And 8.03(c) also
is relevant: No provision of this agreement shall be construed
to relieve the trustee from liability for its own negligent
Page 21 - Page 24 (6) Min-D-Script CONFERENCE
BANK OF AMERiCA N.A., v.
PCV ST. OWNER LP,
111 action, its own negligent failure to act, or its own
121 misconduct.
Page25
131 MR. CROSS: And I want to make a point on that, your
141 Honor. Because If you read their complaint, there is no
rs1 allegation against the trustee here; all of the allegationS run
161 to CW Capital in its capacity as special servicer and its
[71 actions as special officer. And Cruden is not on point. What
raJ Cruden says is a claim against the trustee --
191 THE COURT: Cruden is the case you cited which is
1101 Stanley C. Cruden, C-r-u-d-e-n, and others.
1111 MR. CROSS: And what that case says is that if it's an
112, action against the trustee, and you have to deliver notice to
1131 the trustee,. then the Second Circuit would allow the
1141 forgiveness of notice. They do not address the 25 percent
1151 element of25 percent of the certificate holders joining.
!16J THE COURT: It's not really on point.
1111 MR. CROSS: That's. right, it's not this action. And
1181 there was a misstatement. I actually am in the case in front
1191 of Judge Kaplap..
1201 THE COURT: Let's let that go. I think we have
1211 covered all the portions of the agreement that we areto cover.
1221 Anything else you want to tell me?
1231 MR. CROSS: Just that Judge Kaplan's decision
1241 reaffmned the no action clause in the context of an action
1251 brought against a special servicer. The only thing that
Page 26
111 remains in that case is a factual determination with respect to
121 the term "effected" which is unique to that pooling and
!3J servicing agreement. It said a no action clause must be
141 satisfied in a case just like this.
!51 And a case we did not cite, Peak Partners, which is a
[61 Third Circuit decision, the court was presented with exactly
r11 this scenario, and it's at 191 Fed. 118, and in that case the
181 Third Circuit said in an action against the specialet servicer
1 9J you must file a no action provision, and it distinguished
r1o1 Cruden on that point, saying that Cruden does not apply in a
1111 case like this.
1121 And I cannot underscore enough, your Honor, the
[13J importance of a decision here. If you were to. find that 'Cruden
1141 accepted any action against a special servicer or master
1151 servicer under a pooling and servicing agreement out. of the no
[16] action provisions, chaos would ensue because it allow
1111 people to jump over their contractually-agreed provisions.
[181 If-- and you recognize this point-- but if you were
1191 to allow a certificate holder to intervene iii a foreclosure
1201 action largely because they claim transfer taxes may have to be
1211 any certificate holder could intervene in any foreclosure
1221 action anywhere, and it would be complete chaos.
[231 We have potentially thousands of certificate holders
1241 just in these trusts, just concerning this. I thank you for
1251 your time. Do you have any additional questions?
April 29, 2010
Page 27
111 THE COURT: No.
121 Any brief closing remarks, Ms. Patrick?
131 MS.PATRICK: Yes,yourHonor. Onthefloodof
141 litigation point, here is the limitation on it. There are two
!51 important limitations on that.
!61 First, we are dealing here with whatis largely
111 undisputed and obvious, which is the unnecessary incurrence of.
181 hundreds of millions of dollars of tax, liability in a
191 foreclosure. It's difficult to imagine that a prudent servicer
[1o1 would do that on a regular basis, that there would be a cause
1111 of action, that there would be such an extraordinary course of
1121 conduct by a servicer burdened by those servicing
1131 So, it is not the case that eveey foreclosure will
1141 permit eveey certificate holder to intervene. It is only in a
U5l case like this where there is clear evidence of undisputed
!161 breach of the fiduciary standard of prudent servicing;where
1111 there is even going to be an argument. And even then, your
1181 Honor, it is a matter of discretion whether to grant an
1191 intervention.
1201 And we respectfully submit that saying to peciple that
1211 have hundreds of millions of dollars at stake you cannot be
[22) heard to prevent an injury to yourself, instead 'you must sue
1231 for damages, is in reality the course that unleashes the flood
1241 oflitigation, because it will leave people with no option
[25J other than to suffer the damages an4 sue, when in the rare case
Page28
. 111 where a servicer breaches -- as they have .done here --
121 intervention could avoid those damages entirely.
131 Thank you, your Honor.
141 . THE COURT: All right. !hank you. The inotion to
151 intervene is denied. Let me state my reasons and my findings
161 and my conclusions.
111 First, to identify the parties: The proposed
181 intervener-defendant, Appaloosa Investment LP, is a Delaware
191 limited partnership with its principal place of business in New
1101 Jersey. There are three other proposed intervenors, all of
1111 . which are related to Appaloosa Investment LP and have their
1121 principle places of business in New Jersey. Two are Delaware
!131 limited partrrerships, one is a British Virgin Islands company.
1141 Plaintiff, CW Capital, the special servicer, is a
1151 Massachusetts limited liability company with its principal
1161 placeofbusiness in Massachusetts. CW Capital filed a
1111 complaint in its capacity as special servicer for Bank of
1181 America N.A., a North Carolina incorporation, and on behalf of
1191 the U.S. Bank National Association, a Minnesota incorporation.
1201 There are various other defendantS, all of which are
1211 New York entities, with their principal place of business in
1221 New York.
1231 The complaint alleges this court's jurisdiction on the
1241 basis of complete diversity between each and all the plaintiffs
1251 and each and all of the defendants pursuant to 28 U.S. C.
CONFERENCE Min-D-Script {7) Page 25 - Page 28 .
April 29, 2010
Page29
111 Section 1332.
1
2
1
I'm going to pass on any findings on the issue of
!31 subject matter jurisdiction. Limited liability companies are
!41 treated as partnerships, and were this to go forward, and ifl
151 haven't already done it, I would require proof that there is
[61 diversity between every constituent member of each of the
1'11 limited liability companies on either side, plaintiffs and
181 defendants.
[9)
(10)
[UJ
[12]
(13]
[14!
The underlying lawsuit is a foreClosure action.
Plaintiffs acting as lenders seek to foreclose on the
Stuyvesant Town and Peter Cooper Village properties,
substantial residential apartment houses on the Lower East Side
ofManhattan. .
Defendants, t h ~ borrowers, do not object to
1151 foreclosure. The moving party, Appaloosa Investment LP, holds
1161 certificates issued by the trusts that hold mortgages s.ecured
tnl by the properties. Appaloosa seeks to intervene as a matter of
118! right as a party defendant under Rule 24(a) of the Federal
1191 Rules of Civil Procedure.
t2o1 These actions have been removed from the New York
1211 Supreme Court. They were originally assigned to Judge Stein,
1221 and they were transferred in the ordinary procedures of this
!23! court to me.
l24J Rule 24(a) provides as an intervention of right on a
125 1 timely motion -- and this is a timely motion -- the court must
Page30
[1] permit.anyone to intervene who is given an unconditional right
(2! to intervene by a federal statute -- that's not applicable
(3] here -- or claims an interest relating to the property or
(4) transaction that is the subject of the action, and is so
[5] situated that disposing ofthe action may as a practical matter
[6] impair or impede the movant's ability to protect its interests
[7] unless existing parties adequately represent that interest.
[8] As evident from my questioning and my comments during
(9] argument, there is no sufficient proof that the parties
[101 bringing the lawsuit do not adequately represent all the
(ll] constituents, certificate holders ,or the trusts, including the
(12] proposed intervener.
(13] I pass on whether or not ownership of a certificate is
(14] sufficiently related to the property or transaction that is the
(15] subject of this foreclosure action. It appears to me that even
(16] were that to be so, disposing of the action would not as a
[17] practical matter impair or impede the rnoving party's ability to
[18] protect its interests, since it is superior, as has been
[19] brought out, in its relationship to all other certificate
(20] holders to any who are alleged to be affiliated with the.
(21] servicer.
.(22] These are the facts which are substantially
(23] undisputed:
[24] Defendant borrowed $3 billion from Wachovia and
(25] Merrill Lynch Lending, two different entities, to purchase the
BANK OF AMERICA N.A., v.
PCV ST. OWNER LP,
Page31
111 Stuyvesant Town and Peter Cooper Village properties.
121 Defendants executed and delivered to the lenders a mortgage
131 that granted a security interest in the properties and
t4J assigned, pursuant to that security interest, the leases, rents
rsJ and security deposits relating to Stuyvesant Town and Peter
t6J Cooper Village.
111 Thereafter, Wachovia and Merrill Lynch assigned their
t8J rights, titles and interests to the mortgages to five trusts.
!91 The Wachovia Bank commercial mortgage trust 2007-C30 is the
1101 controlling trust
l11J Each trust issued various classes of certificates
1121 representing beneficial ownership interests in the trusts and
t13J the property owned by the trusts. The aggregate principal
!14 1 amount pf the certificates issued by the trusts was $22.6
r>sJ billion. The trust contained commercial mortgage loans, and
t16l the trusts are the record owner of the loans on the properties,
1111 along with many other unrelated properties. The certificates
!181 evidence a beneficial ownership in the lease held by the
t19J trusts.
t2oJ Appaloosa, the proposed intervenor, alleges that it
[21] holds certificates valued at approximately $750 million.
.1221 Appaloosa holds interest-only certificates, I guess stripped
[23] from the overall investment, that are paid on notional
t24J principal amounts as long as the principal amounts remain
t2s1 outstanding. Thus, it is argued Appaloosa has an incentive to
P.age 32
[1! delay the foreclosure action as long as possible to maintain
[2! i ~ interest stream running to it. A large percentage of the
[3) certificates are secured by senior debt. Appaloosa, however,
[4] owns a substantial percentage of tranches that it contends are
[5] fulcrum tranches. And I defined fulcrum before and noted that
[6) it is a dynamic concept that is very much dependent on the
[7] amounts raised in the foreclosure and the amounts available to
(8] pay off senior debt.
[9] Appaloosa alleges that it has a large position in the
[10] senior certificates, holding 12 percent of a class called the
[11] AM class, 22 percent of a second most senior tranche called the
(12] AJ class, both in the C-30 trust.
[13] Appaloosa holds also 46 percent of aD tranche, 49
[14 J percent of an F tranche, and 11 percent, 15 percent and 32
[15] percent ownership respectively in three other subordinate
(16] tranches for the C-30 trust, and contends that the various
.(17]
tranches are fulcrum tranches.
[18] A master sen:icer is responsible for servicing all the
[19] loans owned by the trust. However, on the occurrence of
(20] certain specified events, including default, the loan
[21] administration is transferred from the master servicer to the
[22] special servicer, and here the special servicer is CW Capital.
[23] The duties, powers and limitations of the special
(24 1 servicer, as well as the trustee and the investors, are defined
[25! in a pooling and servicing agreement. Under this agreement the
Page 29 - Page 32 (8) Min-U-Script CONFERENCE
AMERICA N.A., v.
PCV ST:OWNERLP,
Page 33
special servicer has the right and the obligation to
121 administer, service, and make all decisions and determinations
!31 regarding the loans, and to enforce the mortgage notes and all
141 other documents or agreements evidencing the loans:
rs1 Under Section 3.09(a) of the agreement, the special
[6] servicer is to exercise reasonable efforts to foreclose upon or
rn otherwise comparably convert the ownership of properties,
raJ securing such of the mortgage loans as come into and continue
!91 in default. Exactly what it did.
1101 Appaloosa alleges that CW Capital, the special
1
n1 servicer, is conflicted as a fiduciary. It is conflicted, it
1121 alleges, because it is both a controlling class representative
and the special servicer. As the special servicer, CW Capital
must act in the best interests of all certificate holders and
risJ without regard to its own holdings. However, as the
1161 class representative, CW Capital is permitted to
[17] instruct the special servicer, itself, to take action solely in
r1e1 CW Capital's individual interests.
!191 . CW Capital owns, through a corporate affiliate lmown
1201 as CW Capital COBALTVr,.Ltd., certificates In theC-30 trusts.
[211 That affiliate owns certificates m the s tranche, junior to
1221 . Appaloosa's certificates. Appaloosa contends that since the C
1231 tranche is far out of the money, CW (:apital has an incentive to
!241 use its S tranche rights to extract value at the expense of
!251 other certificate holders.
[1]
[2)
[31
[41
[5]
"[6]
[7]
[BJ
[9]
[101
[111
[121
[131
[141
[lSi
[16]
[171
{181
[191
[201
[211
[22]
[231
Page34
It's a statement, ifl might digress, without meaning,
because in deck servicing you can't get down to a junior
tranche unless you completely pay off every senior tranche.
And the very nature of the relationship is that Appaloosa must
be made whole, at least in principle, before you can come down
to reach that which is more subordinate.
Appaloosa contends that it will suffer irreparable
harm if the foreclosure is successful. It contends that the
foreclosure inay adversely affect its future voting and fulcrum
security rights, subject the trust to double transfer taxation,
subject the trust to uncertain excess rent claims, and lead CW
Capital to obtain a priming lien.
What is a priming lien?
. MS. PATRICK: Your Honor, when they pay those transfer
taxes, they get a first lien on top of everybody else, and so
it pushes everybody else down.
THE COURT: You mean it becomes subrogated. To the
extent it pays out money to a somewhat senior position, it
becomes subrogated to that position.
MS. PATRICK: Well, it subordinates the other debt
holders, yes.
THE COURT: Of course, they are subordinated anyhow.
All right. And if that lien is obtained, it could
[241 affect Appaloosa's voting rights since a priming lien is senior
1251 to or equal to the preexisting liens on the property; By
April Z9, 2010
Page35
111 defmition, you can't get a priming lien unless you pay off
121 that which is senior .. So; there is seniority anyhow. It
!31 doesn't change anything.
41 On November 6, 2009, loan was transferred from the
rs1 master servicer to the special servicer because of imminent
161 default. Defendant did default in January 2010. This
!71 complaint was filed m February 2010, and it seeks foreclosure
raJ of the properties. Defendants answered and did not object to
!91 the foreclosure.
1101 I have read out Section 3.09 which requires the
r111 special servicer to exercise reasonable efforts.consistent with
r121 the servicing standard, to foreclose upon or otherwise
!131 comparably convert the ownership of properties, securing su.ch
ru1 mortgage loans that are in default and.in the arguments section
!151 11.03 of the pooling and servicing_ agreement which provides
161 certificate holders are not to have any right to institute any
t17J suit, action or proceeding in equity or law, with two
181 exceptions which are not satiSfied here.
!191 Appaloosa argues that it could get around
1201 11.03 because it is seeking to intervene as a defendant in the
r211 lawsuit, but there is no indication tl)at it truly is a
1221 defendant. If anything, it belongs to the plaintiff's
l23J interest, and it would create an inconsistency in the
!241 pleadings. Ifl were to allow the intervention, I would have
r2s1 to realign it to the plaintiffs side and, as i say, that would
Page36
r11 play havoc with the foreclosure.
121 It contends that under Section 8.03C, the special
31 servicer is exposed to iiability for negligent actions and its
4 f own negligent failure to actor its own misconduct.. But that
51 niay be the basis for a separate action; it's not the basis .for
61 an intervention.
71 Third, it argues that Section 11.03 is intended to bar
[81 SUitS by Certificate holders against the issuer, DOt SUits by
91 certificate holders against the tnistee.
[1o1 Again, it completely confounds and conflicts with what
r111 is involved here. The trustee is suing on behalf of all
[12] interests subsumed within it, and that includes the certificate
1131 holders and that includes Appaloosa.
r 141 And they argue that there are no cases that prevent a
!151 certificate holder from bringing a lawsuit, notwithstanding the
1161 clause. But the courts are to enfqrce the language of
!171 agreements, and the are plain and simple and needs
!181 no analysis ofcase law.
ti9J So, Appaloosa does not show that it has a direct,
t20I substantial and legally protectable interest in the action,
r2.11 which is one of the requirements in United States v. People
[221 Benefit Life Insurance Company, 271 F.3d 411,415 (2d Cir.
[231 2001).
241 Appaloosa's interest is contingent upon the
l25 1 concurrence of a sequence of events, namely the negligence or
CONFERENCE Min-U-Script (9) Page 33 - Page 36
t;
; April 29, 2010
[11
[2]
[31
[41
[51
[61
[71
[91
[91
[101
[111
[121
[13]
[141
[151
[161
[171
[181
[191
[201
[211
[221
. [23]
[24]
[251
[ll
[2]
[3]
[41
[51
[6]
. [7]
[8]
9i
[101
[111
[12]
[13)
[14]
[15]
[i6J
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(181
[191
[20]
[21]
i221
[23]
[24]
[25]
Page37
failure of the trustee acting for all of the groups, and it is
not the businessofthis lawsuit.
Its interests are contingent and speculative. Whether
its future voting or fulcrum voting rights may be effected is
something that's speculative and in the future. Whether double
taxes may have to be paid and whether there are other more
prudent actions that can be taken are matters that will have to
be spelled out in a different lawsuit. But the case before me
is an action of foreclosure, and that's the case of controversy
upon which I act and nothing else. There may be damage claims
that follow from the foreclosure. That's a function of what
can or may not happen after a foreclosure, and again it's
speculative. And. the same thing with a pruning lien.
Appaloosa's interests are not likely to be impaired or
impeded. If intervention is denied, it's one of many
certificate holders within a group that's shown no conflict
that is relevant in this situation, and there is no basis to
argue that it will be impaired or impeded in its position as
certificate holder.
An intervener also is required to show that it can
adequately represent the parties for him whom it wishes to
intervene. It can't act on behalf of all of the certificate
holders, and it can't act on behalfof all of the defenlllts
and clearly has no place in this lawsuit.
are my findings and conclusions. The motion is
Page38
denied. Thank you .very much.
THE COURT: Sit down for a minutes. Let me address
this to Mr. Cross. Where are we going to go with this lawsuit
now?
MR. CROSS: We filed a motion for summary judgment on
the foreclosure papers last Thursday.
COURT: You filed a motion for summary judgment,
but the defendants have already admitted their liability.
MR. CROSS: Right. There are a few mechanics liens
that.are attached to the property that need to be cleaned up
through summary judgment. It's pretty straightforward, I
think ..
THE COURT: And then what happens after that?
MR. CROSS: We get an order for foreclosure, assuming
your Honor finds in our favor.
THE. COURT: Do I appoint a receiver for the property?
MR. CROSS: We're not seeking a receiver at this time.
THE COURT: Who is going to administer the property?
MR. CROSS: The property right now is being
administered by Tishman Speyer's affiliate; and we have a
consultant who is helping with the transition.
THE COURT: They are the partY that caused the
default.
MR. CROSS: They are economically the party that
caused default. They are acting responsibly with respect to
[1]
[2]
[3]
[41
[51
[61
[71
[81
[91
[10]
[11]
[12]
[131
[14]
[15]
[16]
[17]
[18]
. [19.]
[20.]
[211
[22]'
[23]
[24]
[25]
[1)
[21
[31
[41
[51
[61
[7]
[8]
[9]
[10]
[11]
[12]
[13]
[14]
[15]
[16]
[171
(18]
[19]
[20]
[21]
(22.]
[23]
[24]
[25]
BANK OF AMERICAN.A., v.
PCV ST. OWNER LP,
Page39
the party, and putting a third-party in charge of 11,000
apartments didn't seem wise at this time.
THE COURT: Except Tislunan hasn't done a veiy good
job, has he?
MR. CROSS: I don't to comment. They are doing a
fine job in the transition. They have been very cooperative
with us, and so --
THE COURT: OK.
MR. CROSS: If that changes, we will come back for a
receiver.
THE COURT: What about jurisdiction?
MR. CROSS: We tested that pretty thoroughly. The
jurisdiction runs between the trusttles of the trusts -- that's
the case law -- and the LLCs.
THE COU.RT: Bank of America.
MR. CROSS: Yes. Well, Wachovia. And the LLCs that
are the OW!lers, And I have worked through all the LLC
ownership structure. with Tishman, so we are comfortable there
is complete diversity, and we can supplement on that.
THE COURT: I would like a submission on that--
MR. CROSS: We will.
THE COURT: -- that shows that.
And ifs clear that s4!te law governs the issue of
diversity, that because Bank of America is a national
does that matter?
Page40
MR. CROSS: No. We have a couple of reported
decisions on that in just this kind of context where you are
dealing with a special setvicer on behalf of a trustee and what
tb.e court looks to, and we can cite those to you.
THE COURT: All right. Would:you do that so I am
satisfied on the issue of diversity?
MR. CROSS: Sure.
THE COURT: OK. Th.anks very much.
***
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BANK OF AMERICA N.A., v.
PCV ST. OWNER LP,
$ 8
$22.6 31:14 8.03c24:23
$23 22:23 8.03C 36:2
$24 18:13
$3 30:24 A
$750 31:21
ability 13:8;30:6,17
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200 20:14 10:20;12:3;15:10,23;16:4;
2001 36:23 18:23;20:22;21: 18;22:2;
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2009 35:4 24;26:3,8,9, 14, 16,20,22;
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3.09a 33:5 administration 32:21
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46 32:13 38:20
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CONFERENCE
7:22;9:1,6;10:17; 11:8,9,11,
16;15:21;19:17;24:24;
25:21;26:3,15;32:25,25;
33:5;35:15
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.
allegation 11:18;25:5
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America 20:25;21: 17,21;
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among7:24
amount31:14
amounts 31:24,24;32:7,7
analysis 19:25 ;36: 18
ancillary 21:14
anomaly 24:10
answered 35:8
apartment 29: 12
apartments 39:2
apologize 8:24
Appaloosa 5:22;8:10;
13:12,17; 15: 11,13,16; 16:5;
17:13,16, 16,17,17;18:17;
23:7,9;28:8,11;29:15, 17;
31 :20,22,25;32:3,9,13;
33: I 0,22;34:4,7;35: 19;
36:13,19
Appaloosa's 33:22;
34:24;36:24;37:14
appears 30:15
applicable 30:2
applied 24: 17
apply26:10
appoint 17:1;38:16
appointed 17:6
appoints 17:9
appreciate 11:6;14:21
appropriately 12:13
approximately 20: 14;
31:21
argue 36:14;37:18
argued 31 :25
argues 35:19;36:7
argument 13:2;15;17;
27:17;30:9
arguments 35:14
around 22:12;35:19
assert 15:11,24
assertion 7:15;16:1
assigned 29:21;31 :4,7
association 39:25
Association 20:25;28:19
Min-D-Script
April 29, 2010
assuming 38:14. business 13: 14;20: 16;
assumption 12:8 28:9,12,16,21;37:2
attached 38:10 buy 13:8;16:10
authority 9:25
available 13: 19;32:7 c
avoid 8:10;11:17;16:15;
28:2 C-30 32:12,16;33:20
avoidable 7:4;10:10 called 32:10,11
avoided 6:12 can 5:23;6:2;7:15;8:3,4,7,
away 14:19 . 8;12:13,25;16:.6;17:15,15;
22:17,19,24;23:3;24:18;
B 34:5;37:7,12,20;39:19;40:4
capacity 20:6;25:6;28: 17
back39:9 capitai17:I2
bad 7:18,19 Capitalll:13;12:7,24,25;
bank 21:17 14: 1,11; 15:14;16:3,4,6,19,
Bank 20:25;21:21;28:17, 24;17:5,6,8,9,14;18:8, 14;
19;31 :9;39: 15,24 20:10,19;24:18;25:6;28:14,
bankruptcy6:24;12:12, 16;32:22;33: 10, 13, 16,19,
15,17,20; 13:4,23; 14:10,13,. 20,23;34:12
18;15: 18;16:1,4,8 Capital's 15:20;33:18
bar36:7 caption 20:24
barred 12:3 care 7:12,13
basis 15:24;27:10;28:24;. Carolina 28:18
36:5,5;37:17 case 9:19;11:14;12:7;
becomes 34:17,19 14:23;25:9, 1,1, 18;26:1 ,4,5,
behalf 10:21;13:1;15:14; 7,11;27:13,15,25;36:18;
16:20;28: 18;36: 11 ;37:22, 37:8,9;39: 14
23;40:3 cases 8:19;11:13;36:14
behave 14:5 cause 7:19;27:10
belongs 35:22 caused 38:22,25
below 17:12;22:19 causes 15:2J
beneficial21:2,6;31:12, causing 22:20
18 coo 17:12
benefit 5:3,19;10:7,16,19; certain 17:1 ;32:20
11:10 certificate 5:20;6:15,19;
Benefit 36:22 7:23;8:25;9:6;1 0:7 ,9;
best 12:9;33:14 II :17,19;12:9,17; 17:6,7,
billion, 18:13;22:23;30:24; 15, 15,24;18:5,6;19:3,7, 18,
-31:15 ( ..
19,24;20:22;24: 19;25: 15;
bind 19:6,6 26:19,21,23;27:14;30:11,
block 15:8 13,19;33:14,25;35:16;36:8,
borrowed 30:24 9,12,15;37:16,19,22
borrower 15:11;16:4,5,7, certificates 9:12;17:1;
8,10,12,14;18:2 18:12,13;23:7;29: 16;31:11,
borrowers 29:14 14,17,21,22;32:3,10;33:20,
both 18:16;20:21;32:12; 21,22
33:12 chance5:25
bought6:22 change 35:3
breach 5:20,23;7:20;8:9; changes 39:9
9:10,24,25;10:11,12,22,23; chaos 6:16;18:25;19:1;
11:10;15:19;27:16 23:4;26: 16,22
breached 10:14 charge 39:1
breaches 28:1 choice 7:6,6,7,17,17,18,
breaching 10:3 19
brief 24:14;27:2 choosing 24:4
bring 15:19;24:18 Cir36:22
bringing 6:20; 1 0:3;30: 1 0; Circuit 9: 19,20; 1 5:24;
36:15 24: 15;25: 13;26:6,8
British 28:13 circumvent 24:16
brought 10:21;18:24; cite 24:14;26:5;40:4
25:25;30: 19 cited 8:16;25:9
burdened 27:12 City 11:3
(1) $22.6- City
BANK OF AMERICAN A v

. ., .
Apri1_29,2010
"
PCV ST. OWNER LP,
Civi129:19 contends 32:4,16;33:22; 12:3;25:7,8,9,1 0;26: 10, H), digress 34: I evident 14:24;15:16;30:8
claim 15:19;24:17;25:8; 34:7,8;36:2 13 direct 15:22,25;36:19 exactly 15:23;17:11;
26:20 context 25:24;40:2 C-r-u-d-e-n 25:10 directly 11:24 18:22;22: l 0;26:6
claiming 7:5 contingent36:24;37:3 cuts 8:18 disappear 22:20 Exactly 33:9
claims 13:7;16:2;30:3; continue 33:8 CW l2:7,24,24;14:l,ll; discretion 13:22,24,25; example 21:11;22:17;
34:11;37:10 contract ll:2i,22;15:19 J 5: 13,20; 16:3,4,5,18,24; 27:18 23:9
class 17:1;18:15;32:10, . coritractualll:ll 17:5,6,8,9,14;18:8,14; disposing 30:5,16 except 22:18
ll,l2;33:12,16 contractually 18:6 20:10,19;24: 17;25:6;28:14, dispute 8:8 Except39:3
classes 31: 11 contractually-agreed 16;32:22;33: 10,13,16,]8, distinguished 26:9 exceptions 35:18
clause 12:3;20:22;24:7,8, 26:17 19,20,23;34: 11 diversity21:11;28:24; excess 13:7;34:11
16;25:24;26:3;36: 16 control 17:21;22:21 29:6;39: 19,24;40:6 excuse6:5
cleaned 38:10 controlling 18:15;24:9; D document 5:1,2,13 executed 31 :2.
clear 11:21,23;21:24; 31:10;33: 12,16 documents 33:4 exercise 17:21;20:20;
27:15;39:23 controversy 37:9 damage 37:10 dollar22:18 33:6;35:11
clearly 37:24 convert 33:7;35: 13 6:4,11,11;7:4; dollars 1;10:10; existing 30:7
client 20:9. Cooper 21:19;29:11;31:1, 8:11 ;27:23,25;28:2 12:2;22: 18,20;27:8,21 expense 33:24
closing 27:2. 6 day 15:19 done 8:1 ;9:8;12:5;21:13; experience 17:12;20:6
COBALT 33:20 cooperative 39:6 deal 6:22,23;19:3;22:22 28:1 ;29:5;39:3 exposed 19:21;36:3
colleag1,1e 19:14 copy 19:8 dealing 27:6;40:3 double 34:10;37:5 extensive 20:5
colleagues 19:9 corporate 33:19 dealt 12:13 down 19:13;22:16,17,24; extent 34:18
comfortable 39:18 cost.18:l debt 13:9;22:7,9,11,14,18, 23:8;34:2,5,16;38:2 extract 33:24
comment 39:5 couple40:1 19;32:3,8;34:20 draw 8:7 extraordinary 27:11
comments 30:8 course 24:4;27:11,23; decide 7:1;16:8 during 30:8
. commercial 17:3; 18:23; 34:22 decision 19:2;25:23;26:6, duties 20:20;32:23 F
20:11;31:9,15 court 8:11;12:6;13:18; 13 duty 8:9;9: 1 0; 11: H
common 19:23 15:17;16:5,7; 18:24;26:6; decisions 18:4, 7;23:3,4; dynamic 22: 13,25;32:6 F3d 36:22
companies 29:3,7 29:23,25;40:4 33:2;40:2 fact 17:23
company 20:5;28: 13,15 Court 29:21 deck34:2 E facts 7:3;30:22
Company 36:22 COURT 5:1,4,8,13,16,23; declared 12:20 factual26: 1
comparably 33:7;35:13 6:6,9,14,20;7:5,1 0, 16;8:1, default 9:8;23:17,19; easier 15:9 fail11:12
complaint 25:4;28: 17,23; 6,15,20,23,25;9:4,11,16; 32:20;33:9;35:6,6;14; East.29:12 failed 19:20
35:7 10:2,5,14,20;11:1,3;12:4, . 38:23,25 easy 16:1 fails 11:25
complete 26:22;28:24; 11,14,20,23;13:2,14,21; defaulted 22:7 economically 38:24 failure 10:12;25:1;36:4;
39:19 14:7,14,17;15:2,5,7;16:16, defendant 29: 18;35:20, effect 15:18;21:23 37:1
Complete 19:1 22; 17: 19; 18:3,9,17,21,25; 22 effected 26:2;37:4 fairness 14:3
completely 2.4: 12;34:3; 19:5,9,13,20;20:3,5,8,18, Defendant 30:24;35:6 effective 13:3,4 faithfui5:1I;II :9,2.0,22
36:10 24;21 :4,6,8, 13,17 ,24;22:2, defendants 21:18;28:20, efforts 33:6;35: 11 familiar 19:15
complex 13:6 6,11,17,24;23:2,10,13,20, 25;29:8;37:23;38:8 either 22:6;29:7 far 8:16;33:23
complicated 13:14 22;24: 1 ,3, 1 Defendants 29: 14;31 :2; element 25:15 fault 6:6
concedes 15:13 16,20;27: 1;28:4;34: 17;22; . 35:8 elements 6:13 favor38:15
concept 22:13,25;32:6 38:2,7,13,16,18,22;39:3,8, defined 32:5,24 else 6:7;7:11;13:15;25:22; February 35:7
concerning 26:24 11,15,20,22;40:5,8 definition 35:1 Fed 26:7
conclude 16:5 courtroom 19:2 Delaware 28:8,12 enforce 33:3;36: 16 federal 30:2
concluded 17:21,25 courts 24:15;36:16 delay 17: 17,20,22,25; enough 12:23,24;26:12 Federal29:18
conclusions 28:6;37:25 court's 28:23 18:1;32:1 ensue 26:16 few38:9
concurrence 36:25 cover25:21 deliver 25:12 ensures 13:18 fiduciary 5:24;7:20;8:9;
conduct 27:12 covered 23:15;24:20; delivered 31 :2 entire 23:11 9:10;14:2;27:16;33:11
conflict 14:1;37:16 25:21 demand9:19 entirely 28:2 file 6: 10;16:4;26:9
conflicted 33:11,11 cram-down 16:12 demonstrate 7:14,15; entities 28:21 ;30:25 filed 18:1 6;21 :23;28: 16;
conflicting 7:6 create 14:4;18:25;35:23 12:7;14:2,3 entitled 11:20;12;2;14:12 35:7;38:5,7
conflicts 36: 10 creates 13:11 demonstration 14:23 equal34:25 filing 6:3
confounds 36:10 creditors 12:23,24;14:9, denied 28:5;37:15;38:1 equally 7:8;24: 17 find 26:13
consider 8:6 15,18 denying8:5 equity 9:5;35: 17 findings 28:5;29:2;37:25
consideration 15:1 Cross 15:3,8;19:5;38:3 . dependent 32:6 estate 13:3;16:25;17:3; finds 38:15
consistent 17:23;35: I1 CROSS 15:4,6,9;16:18, deposits 31:5 18:23 fine I9:14,I5;39:6
constituent 29:6 24;17:20;18:5,11,19,22; Describe 16:16 even 14:25;27: 17, 17; first 34:15
constituents 30:11 19:1,8,1I,15,22;20:4,7,10, determination 26: I 30:15 First 16:3;27:6;28:7
construed 24:24 19;21 :1,5,7,10, 16,21;22:1, determinations 33:2 events 32:20;36:25 five 16:20;18:11,14;22:23;
consult I8: 14 5, I 0, 16,22;23: 1 ,6, I 2, 17, difference 7:2 everybody 22: 14,20; 31:8
consultant 38:21 21 ,23;24:2, 7, 14,22;25:3, different 14:8;17:4;18:13; 34:15,16 flip-the-coin 16:1
contained 3l:I5 11,17,23;38:5,9,14,17,19, 20:14;23: 13;30:25;37:8 everyone 7:7;I0:21 flood 27:3,23
contemplate 6:3 24;39:5,9,I2,16,21;40:1,7 differently 7:14 evidence 27:15;31:I8 follow 37:11
contend I0:21 Cruden 9:18;10:1;11:12; difficult 27:9 evidencfng 33:4 foreclose 6:21,24;I0:3,
Civil- foreclose (2) Min-D-Script CONFERENCE
BANK OF AMERICA N.A., v.
PCV ST. OWNER LP,
20;13:3,11,23;15:14;22:3; 11: 17; 19:3, 18;20:22;21 :2,
29:10;33:6;35:12 4,6;22:4,12;26:19,21;
foreclosed 6:21 27:14;36:15;37:19
foreclosing 16:19 holders 5:20,22;6:19;
foreclosure 7:3;10:9; 7:23;9:11;10:7,9,16,19;
I2:1,8;13:22;14:3;I5:10, 1 J:IO;I9;I2:2,IO,l7;13:11;
13; 18:23;21: 18;22:3,6; 18:5,6;19:7,19,25;23:7;
24:11;26:19,21;27:9,13; 24: 19;25: 15;26:23;30: 11,
29:9,15;30:I5;32:1_,7;34:8, 20;33:I4,25;34:2i;35:16;
9;35:7,9;36: 1 ;37:9, 11, 12; 36:8,9,13;37:16,23
38:6,14 holding 32: I 0
forerunners 20:15 holdings 33:15
forgiveness 25:14 holds 29:15;31:21,22;
forward 19:4;29:4 32:13
four 10:1 Honor 5:6,9;6:2,5, 17;7:2,
front 18:24;19:12;25: 18 13,21;8:4,8,I7;9:9,15, 18;
fulcrum 22:11,11;32:5,5, 10:4;11:6;12:12,16,21;
17;34:9;37:4 13:5,1($,24;14:11,20,21;
full17:16;22:15 15:10;17:11;19:8;20:23;
function 37:11 21:1 0;25:4;26: 12;27:3, 18;
fundamental10:16 28:3;34:14;38:15
further 16:13 hope 17:25
future 34:9;37:4,5 houses 29:12
G
hundred 18: 12;22: 18,19
hundreds 7:4;8:11;10:9;
I2:1;27:8,21
gain 17:12,15,I5 hurt
gave 11:16
gets 17:1 I
given 9:7;30:1
giver5:15 identical 11:15
gives 5:13;8:15;12:17 identify 28:7
good39:3 imagine 27:9
Good 15:4,5 imminent 35:5
governs 39;23 immune 5:21
grant27:18 impair 30:6,17
granted 31:3 impaired 37:14,18
Greenwich 1 i:l3 impede 30:6,17
group 37:16 impeded 37:15,18
groups 37:1 importance 26:13
guess 10:24;18:12;31:22 important 27:5
incentive 31:25;33:23
H includes 36:12,13 .
including 30:11;32:20
happen 37:12 inconsistency 35:23
happened 9:14 incorporation 28:18,19
happens 38:13 incurrence 27:7
happy 19:11 indeed 12:9
harm 34:8 independent 19:21
havoc36:1 indication 35:21
head 5:25;17:13 individual 33:18
heard 27:22 inefficiency 6:16
heavily8:18 inefficient 6:3,10
held 31:18 inflicts 7:4;12:1
help 19:14;23:18 initiate 1<$:6
helping 38:21 injurious 11:19
hereunder 9:8 injury 27:22
highlights 16:2 insist 10:8;11:12,25;
highly 20:12 12:25;14:23
historic 13:19 instead 11:25;27:22
hold 8:12;23:10;29:16 institute 9:4,13;35:16
Hold 8:21 institutions 21:14
holder 6: 15,25;8:25;9:7; instruct 33:17
CONFERENCE
Insurance 36:22
intended 36:7
interest 12:9;15:1 1,12,12,
25; 17:24;30:3,7;31 :3,4;
32:2;35:23;36:20,24
interest-only 31:22
interests 6:19;7:11;
17: 17; 18:9,10; 19:18;30:6,
. 18;31:8,12;33:14,18;36:I2;
37:3,14
interrupt 6:7
interrupted 6:6
intervene 5:10;6:13,14,
I6; 13:17,25;16:17; 18:18,
18,19,20,23;26: 19,21;
27: 14;28:5;29: 17;30: 1,2;
35:20;37:22
intervener 30:12;37:20
intervener-defendant
28:8
intervening 23:5
intervenor 31 :20
intervenors 28:10
interVention I4:7;15:24;
24:6,10,I3,15;27:19;28:2;
29:24;35:24;36:6;37: 15
into 13:13;17:7;33:8
investment 23:1 I ;31 :23
Investment 28:8,11;
. 29:15
investors 32:24
involuntary 14:10,18;
16:6
involved 36:11
irreparable 34:7
Islands 28:13
'
issue 6:2; 18;13:20;29:2;
39:23;40:6
issued 29:16;31:11,14
issuer36:8
issues 13:7;14:25
J
J51 13:7
January 35:6
28:10,12
job39:4,6
joined 24:18
joining 25:15
judge 8:7;13:21
Judge 11:14,15;25:19,23;
29:21
judgment II: 17; 13:7;
14:24;20:3;38:5,7, 11
judgments 20:6
jump 26:17
junior 16:23;33:21;34:2
jurisdiction 14:19;28:23;
29:3;39:11,13
K
Min-U-Script
April 29, 2010
Kaplan 11:14,15;25:19 Lower29:12
Kaplan's 25:23 LP 28:8,ll;29:15
key 13:16;I4:21;23:17; Ltd 33:20
24:22 Lynch 30:25;31:7
killing 23:11
kind 6:22;40:2 M
known 11:3;33:19
L
maintain 32:1
makes 13:2,10
making 18:4;19:2
language 36: 16 manages 17:9
large 32:2,9.
Manhattan 29:13
largely 26:20;27:6
many 18:9,10;31:17;
largest 20: 10 37:15
last38:6 . market 23:8
later 24:17 Massachusetts 28:15,16 '
law 9:5;14:14;21:1;35:17;
master 26:14;32:18,21;
36: 18;39: 14,23
35:5
lawsuit 6:4,11,21 ;8: 10;
matter 15:25;27:18;29:3,.
9:24; I 0:3; 13:21; 1.4:8,8;
I7;30:5,17;39:25
16:16,16,17,18; 19:21;
matters 12:13;37:7
23:14;24:5,6,11;29:9;
maximize 19:24
30:10;35:21;36:15;37:2,8, maximum 22:8
24;38:3-
may 7: 18;8:7; 1 0:22; I5: 19;
lead 34:11
17:25;26:20;30:5;34:9;
lease 31:I8
12
leases 31:4 May6:8
least 9:12;34:5 maybe6:25
leave 18:2;27:24
Maybe 7:16;12:23
legally 36:20
MBIA 11:13
lenders 29:10;31:2 mean 7:6;34: 17
Lending 30:25 meaning 34:I
level18:21;22:14,19
means 7:7;16:14;22:i2
liabilities 12:9 measuring 21:11,11
liability 5:21;7:23;24:25;
mechanics 38:9
27:8;28: 15;29:3,7;36:3; member29:6
38:8 mention 14:25
lien 22:4;34:12,13,15,23,
Merrill 30:25;31 :7
24;35:1;37:13
met6:13
liens 13:l1;14:4;34:25; mezzanine 13:9
38:9 might 7:16;34:1
Life 36:22
million 22:18;31:21
likely37:14
millions 7:4;8: 11; 10:1 0;
limitation 8: 17;27:4
12:1;27:8,21
limitations 27:5;32:23 Minnesota 28:19
iimited 28:9,13,15;29:7
minute 8:22
Limited 29:3 minutes 38:2
listZ1:13 misco.nduct 25:2;36:4
litigation 27:4,24
misspoke 21:7
LLC39:17
misstatement 25:18
LLCs 39:14,16
money 20: 1 ;33 :23;34: 18
loan 9:6;32:20;35:4
more 7:10;10:25;13:3;
loans 20:13;31:15,16;
18: 12;20:16;34:6;37:6
32:19;33:3,4,8;35: i4 morning 15:4,5 .
logic 18: 17
mortgage 9:6;13:6;15:12;
long 31:24;32:1
31:2,9,15;33:3,8;35: 14
look 7:3;13:21;21:12
mortgages 20: 11 ;29: 16;
looked 20:8;24:15
31:8
looks 40:4
most 20:1, 12;32: 11
loosely 22: 12
motion 14:24;28:4;29:25,
lose 23:11
25;37:25;38:5, 7 .
loss 17:12 movant's 30:6
losses 12:2;14:4
move 22:17,24
(3) foreclosed - move
April 29, 2010
BANK OF AMERICA N.A., v.
PCV ST. 'OWNER LP,
moves 22: 16;23:8 one 10:25;13:6;16:25; Patrick 15:2;27:2 present 19:24 rather23:4
moving 29:15;30:17 17:3;18:6,7;19:9;24:21; PATRICK 5:2,6,9,I4,I 7; presented 26:6 rating 20:13
much 14:21;15:6;32:6; 28:13;36:21;37:15 6:2,8,10,17;7:2,9,I3,21; pretty 38:11 ;39: 12 reach 34:6
38:1;40:8 only 14:5;16:14;I7:I5,25; 8:4,8,17,2I,24;9:3,9,15,18; prevent 10: 12;27:22; read 24:23;25:4;35: 10
must 26:3,9;27:22;29:25; 18:7;25:25;27: 14 I0:4,6,15,24;Il:2,5;12:6, 36:I4 reaffirmed 25:24
33:14;34:4 open 13:2 12,16,21,24;I3:5,16,24; prevented 6:12 real13:3,20;16:19,25;
operate I0:18 14:11,16,20;27:3;34:14,20 ' previously 9:7;20:23; 17:3;18:23
N operated5:3, pay 22: 19;32: 8;34:3, 14; 23:25;24:8 realign 35:25
operating 1 0:6 35:1 price 16:11 reality 27:23
NA28:18 opinions I5:17 payment 22:7 priming 13:II;14:4; realize22:8
name21:2 opportunity I2:18 pays34:18 34: I2, 13,24;35: I ;37: 13 really 21 :9;22:24;24: 13;
named 20:15 option I4:5; 16:2;27:24 Peak26:5 principal28:9,15,21; 25:16
namely 36:25 options 13:10,18 people 14:4;23:4;26: 17; 31:13,24,24 reason 13:16
national 39:24 order 17:11;38:14 27:20,24 principle 28:12;34:5 reasonable 33:6;35: II
National20:25;28:19 ordinarily 12:18 People 36:2I priority 18:21 reasonably 24:4
nature I0:17;34:4 ordinary 29:22 percent 9:12,20;25:14,I5; Procedure 29:19 reasons 28:5
necessarily 7:19 organize 14:9 32:10,11,13,I4,14,14,15. procedures 29:22 receiver 38:16,17;39:10
need 6:1;14:9;23:2,18; originally 17:1,5;29:21 percentage 32:2,4 proceed 6:8 reckless 12: 1
38:10 others 14:11;18:18;25:10 performance 5:11 ;7:24; proceeding 9:5,14,25; recognize 26:18
needs 36:17 otherwise 13:12;15:8; 8:13;I I:9,21,22 13:4; 15:25; 16:6,8, 13;35: 17 recognized 9:21;16:3
.negligence 7:24;23:24; 33:7;35:12 permit 6:14,15;27:I4;30:1 proof 29:5;30:9
record 6:25;20:9;21:4,19;
36:25 out 6:22;8:2; 13:9; 17: 18; permits 6:4;I5:13 properties 29:11,17;3I:I, 22:3,4;3I:I6
negligent 8:3;20:20;24:3, I 9:1 ;23:8;24:23;26: I 5; permitted 5:10;6:I2; 3;16,17;33:7;35:8,13 re.covery 13;12,13-;19:24
25;25: I ;36:3,4 30: 19;33:23;34: 18;35: 10; 33:I6 property 13:9,19;I5:I2; regard 33:I5
negligently 24:18 37:8 personally 20:9 16:20;I7:22;I8:2;22:8,2I; regarding 33:3
net I9:24 outset I 0: 18 perspective 14:22 30:3, 14;3I: 13;34:25;38: 10,. regular 27:IO
New 6:7;11:3;2I:I;28:9, outstanding 31 :25 Peter 21:19;29:11;3I :I,5 I6,18,19 rejected I5:23
I2,2I,22;29:20 over 17:2I ;26: 17 pick 23:10 proposed 28:7,I0;30:12; related 8:6;28: 11 ;30: 14
next23:15 overall 3I :23 place 28:9,I6,21;37:24 31:20 relating 30:3;31:5
nobody6:18;14:22 owed 22:19 places 28:12 protect 5:1 0;30:6, 18 relationship 30:19;34:4
North 28:18 own 16:24;17:16;24:25; plain 36:17- protectable 36:20 relevant 23: I 6;24:24;-
noted 25:1,1;33: 15;36:4,4 plaintiff 9:23;21:I4, 15, 17; provide 23:20,22 37:17
notes 13: 13;33:3 owned I7:5,8;31: I3; 22:9 provides 29:24;35:15 relieve 24:25
notice 9:8;25:12,14 32:19 Plaintiff 28:I4 provision 5:16;8:18;9:1; rely8:18
noting23:6 owner I6:25;22:3;3I:I6 plaintiffs 28:24;29:7 IO: 14;23:17,I8,I9;24:24; remain 3I:24
notional.31:23 owners 39:17 plaintiff's 35:22,25 26:9 remains 26:1
notwithstanding 36:15 ownership 21:19;30:13; Plaintiffs 29:IO provisions 19:6,16;24:9, remarks 27:2
November 35:4 31:12, 18;32: 15;33:7;35: 13; plan 16:14 22;26:I6,17 remedies 7:18
number 8:20;18:12,18 39:I8 play36:l prudent 8:I3;I0:8;1I:9, remedy 6:24,25
numbers 23:4 owns 32:4;33:I9,21 pleading 21:23 22,25i14:2,5,23;27:9,16; removed 29:20
pleadings 35:24. 37:7 -rent 13:7;34:11
0
p
podium 15:7 PSA7:22 rents 31:4.
point 10:I;11:20;13:I5; purchase I6:I0;30:25 . reorganization 12:19
object 22:6;29: 14;35:8 paid 17:I6,22,25;22:15, 14:22;21 :25;25:3,7,16; pursuant I6:14;28:25; reorganize 13: 19
obligates 10:I8;I9:18 18;i6:2I;31:23;37:6 26:10,18;27:4 -3I:4
reported 40: 1
obligation 5:5,7,8,9,21, papers 38:6 pool 1 0: 18,22 pursue I4:I2 represent 30:7,10;37:21
24;7:20; 1 0:3;14:2;I8: 14; parlance 19:23 pooling 5:12,I4,17;7:22; pursues 11:25 representative 33:I2,I6
33:1 part 24:11 10: I 7;1 i :8,1 I, 16; I5:20; pursuing 14:3 representatives I8:I5
obligations 7:25;8:14; particular 23:5 19: 17;26:2, 15;32:25;35: IS pursuit 7:3;I0:8 represented 22:9
9:24;10:I,l3 particularly 22:22;23:2 pools 18:16 push 13:11 representing 6:18;3I:I2
obtain 22:7;34: I2 parties 28:7;30:7,9;37:2i poorly24:4 pushes 34:16 represents 16:20
obtained 34:23 Partners 26:5 portions 25:2I put 12:I6;13:8;2I:1 request 9: 13
obvious 27:7 partnership 28:9 position 13:13;I4:I2; putting 39:1 require 6:10;12:7;14: I,
Obviously 6: 18 partnerships 28: 13;29:4 32:9;34:I8,19;37:18 .
I5;29:5
occurred 9:17 party I2:7; 16:9; 18:6,7, 7, possession 22:7
Q required 5:12;10:7;37:20
occurrence32: 19 8;23:3;29: 15,I8;38:22,24; p.ossible 22:8;32:I
requirements 36:2I
off I7:22;22:15,19;32:8; 39:1 potentiaii5:18 quite 19:10 requires 5:19;10:15;11 :8;
34:3;35:I party's 30:17 potentially 26:23
19:23;2I:1;35:10
offerings 16:25 pass 29:2;30: 13 powers 32:23 R residential29:12
officer 25:7 passes 23:8 practical30:5,17
respect 9:5;15:18,I8;
often 13:3 past 10:25;:?1:12 precipitously 17:14 raised 14:25;32:7 26:1;38:25
OK 39:8;40:8 patience I1:4 preconditions 9: 16 ranked 20:12 respectfully 27:20
once 16:7 patient 11 :5 preexisting 34:25 rare 27:25 respectively 32: 15
moves - respectively ( 4) Min-D-Script
CONFERENCE
BANK OF AMERICA N.A., v.
PCV ST. OWNER LP,
responsibility 20:2 18:8;20:11,12,15;21:8,12;
responsible 20:I9,2I,21; 23:23;25:6,25;26:8,I4,I5;
23:3,24;32:18 27:9, 12;28: 1,14,17;30:21;
responsibly 38:25 32:18,21 ,22,22,24;33: 1 ,6,
reviewed 20:23;24:8 - 1 I,13,13,I 7;35:5,5,11;
right 5:4,1 0,13,15;8: 16; 36:3;40:3
9: I ;I 1:17;I3: 15;15: 13; servicer's I 9:2;20:2
17:ll;I8:22;19:10;2I:5,IO; servicing 5:11,12,I4,I7,
22:I0;23: 1,6,I5;25:I 7; 21;7:22;8:13;10:8, I 1,I 7;
28:4;29: 18,24;30:1;33: 1;- I I:8,9,I I,I6,23,25;I4:2,
34:23;35: 16;38:19;40:5 24;15:20; 19:17,19,23;
Right I 9:22;22: I ;38:9 20: 16;26:3, I5;27: 1_2,I 6;
rights 9:12;31:8;33:24; 32:18,25;34:2;35: 12,I5
34:1 0,24;37:4 several I3:I
Rule 6:4, 13;29: I 8,24 shake5:25
Rules29:I9 shall8:25;9:7,13;24:24
run 25:5 show 36:19;37:20
running 32:2 shown37:I6
runs 39:13 shows 39:22
s
side 29:7;35:25
Side29:12
simple 36: I 7
same 21:24;37:13 single I 7:2; 19:3;23:2
satisfied 24:8;26:4;35:I8; Sit38:2
40:6 sitting I9:13
satisfies 20:22 situated 30:5
saying 10:2;26:10;27:20 situation 37:17
scenario 26:7 sold 17:7
second 6:3;20:10;32:11 solely 33:17
Second 9:I8,20;15:24; somebody 8: 12
25:13 somewhat 1 0:24;34: I 8
section 8:15,20;ll:I5; song23:)0
23:16,24;35:14 sorry 10:20;I4:8
Section 5:I8,18;10:15; sorting 19: I
I 1:16;I 9:17;29:1 ;33:5; sought 17:22
35:10,19;36:2,7 speciai6:23;I5:14;16:I9;
sections 23:22 17:2,6,10; 18:8;19:2;20:1,
secured 29:16;32:3 10, 12, 15, 16;21 :8, 12;25;6,
securing 33:8;35:13 7,25;26: I4;28: 14,17;32:22,
securitization I 7:3, 7,8,9 22,23;33: 1,5,10,13,13,17;
securitized I 6:25 35:5,1 I;36:2;40:3
security 31 :3,4,5;34: I 0 specialer 23:23;26:8
seek 16:12,I7;29:10 specified 32:20
seeking 15:16;I 7: 17,20; speculate 16:7,10,12,13
24: I 6;35:20;38: 17 speculative I5:22;16:2;
seeks 13:22;29: 17;35:7 37:3,5,13
seem 17:23;39:2 spelled 37:8
seems 8:10 Speyer's 38:20
sell 16:8,14;22:8 square I0:1
senior 16:22;22: I 5,20; stack 17:13
32:3,8, 10, I 1 ;34:3,18,24; stake 27:21
35:2 standard 5:II;10:1l;
seniority22:14;35:2 I9:19,23;27: I6;35:12
sense 13:10 standards 27:12
sensible 8: 10 stands l7:I3
separate 6:4, II ;24:5; Stanley25:10
36:5 start 14:18
sequence 36:25 state 28:5;39:23
series 15:I7 statement 34: l
service 33:2 states 5:20;20:14
servicer 5:6,I9;7:25; States 20:11,13;36:21
8:12;9:24;10:I6;11:19; statute 30:2
15: I4;I 6: 19; I 7:2,6, IO; Stein 29:21
CONFERENCE
still14:9,14
story23:13
straightforward 16: 18;
38:1 I
stream 32:2
stripped 31 :22
structure 39:18
Stuyvesant21:19;29:11;
3I:I,5
style20:24
subject 15:25;29:3;30:4,
15;34:10,11
subjected 24:5
subjects 10:9
submission 39:20
submit 27:20
subordinate 32:15;34;6
subordinated 34:22
subordinates 34:20
subrogated 34:17,I9
substantial29:12;32:4;
36:20
substantially 30:22
subsumed 36:12
succeeded 21:22
successful 34:8
sue 5:4,5,7,8,10,23;8:3,7,
9;9:21; I 2:2;27:22,25
suffer 6: II ;27:25;34:7
-sufficient 30:9
sufficiently 30:I4
suing 36:11
suit 6:23;9:4, 14;35: I 7
suits 36:8,8
_summary 11:17;14:24;
38:5,7,11
superfluous 21:9
superior 30:18
supplement 39: 19
supposed 14:5
Supreme 29:21
surcharge 24:5
Sure 11:1;19:8;40:7
T
table 18:3
talk 5:25
talked 23:24
talking 10:24
tax 27:8
taxation 34:10
taxes 10:11:12:8; I6:15;
26:20;34:15;37:6.
Teachers Il:I4,14
tenant 13:7
tenants 12:18;13:8
term 26:2
tested 39:I2
Thanks40:8
Thereafter 31:7
thereby 22:8
therefore 20:24
Min-U-Script
April 29, 2010
Third 26:6,8;36:7 36:2
third-party39:1 Under 7:2I;32:25;33:5
thoroughly39:12 underlying 7:3;29:9
though 7:I8 underscore 26:12
thousands 26:23 undisputed 11:23;27:7,
three 8:I9;I4:9,I5,17; 15;30:23
24:9,22;28:1 0;32:15 undo 24:12
thrown 22: I2 unfortunately I9:16
Thursday 38:6 _ unique 26:2
thus 22:20 United 20:11, I2;36:2I
Thus 31:25 unknown 12:8
timely 29:25,25 unleashes 27:23
Tishman 38:20;39:3,18 unless 9:6,I I;30:7;34:3;
title 2I :9;22: I I 35:I
titles 31:8 unnecessary IO:l I;27:7
today24:9 unrelated 15:22;3I:I7
together 13:8 unwise 7:5,7,7,17;10:21,
top 34:15 22;24:12
total6:16 up 20:8;21 :24;22:16,17,
Town 2I:I9;29:II;31:1,5 24;23:8,10;38:10
trade 23:7 upon 9:5,13;33:6;35:12;
tranche I6:22,24;22:13; 36:24;37:10
- 23:5;32:Il,I3,I4;33:21,23, urge 12:6
24;34:3,3 usc 28:25
tranches 18-:13;32:4,5, use 33:24
16,17,17 utmost 14:3
transaction 30:4,I4
transfer 16:15;26:20; v
34:10,14
transferred 29:22;32:2I; value 19:24;33:24 -
35:4- valued 31:21
transition 38:2I;39:6 various 21:14,18;28:20;
treated 29:4 3I:ll;32:16
true 6: 18,20; 13:6; I 7:2 victimized II :24_
truly 35:21 Village 2I:20;29:11;3I:1,
trust 5:2;10:6;15:I5;16:9, 6
11;19:25;20:I;2I:3;31 :9, Virgin 28:13
IO,I l,I5;32:I2,16,19; virtually ll:I5
34:10,11 virtue 9:I
trustee 5:6;9:7,I3,21,23; volatile 22:22
I0:2,18;I 1 :24;I2:5;20:21, voting 9:I2;34:9,24;37:4,
25;24:25;25:5,8,12,13; 4
32:24;36:9,11 ;37:1;40:3 Vr33:20
trustees 13:1;39:13
trustee's 9:25;10:12,13; w
21:2
trusts 16:20;18:11,14; Wachovia 21 :22,22;
20: 14;22:23;26:24;29: 16; 30:24;31 :7,9;39: 16
30:I 1;31:8,12,13,14,16,19; wants 18:2
33:20;39:13 Warner 15:8
try 8:10;I0:25;14:9,I7 wastefull0:10
trying I3:8 way 8:2,19;I 1:2,6
two 9:I6;18:15;27:4; welcome I4:19
30:25;35: 17 weren't 12:23
Two28:12 what's 19:25
type I5':22 What's 23:15
whole 34:5
u wholly. 10: I 0
whose I4:4
uncertain 34: 1 I wiping 13:9
unconditional 30: I wise 39:2
under 9:5,I8;11:1 I,2I,22; wishes 37:2I
I2:2;15:20;26: 15;29: I8; within 36:12;37:16
(5) responsibility within
April 29, 2010
BANK OF AMERICA N.A.; v.
PCV ST. OWNER LP,
witbout 14:22;18:1;33:15;
34:1
work 8:2;12:18
worked 39:17
~
worth 23:6
written 9:7,13
y
years 20:17
York 6:7;11:3;21:1;28:21,
22;29:20
.
'
~
without- York (6) Min-U-Script
CONFERENCE
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 1 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 2 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 3 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 4 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 5 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 6 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 7 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 8 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 9 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 10 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 11 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 12 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 13 of 14
Case 1:10-cv-01178-AKH Document 71 Filed 03/19/10 Page 14 of 14