1) There are three parties that we identified as being influential in determining the composition of the collateral pool and the structuring of the tranches of a CMBS securitization. Two of them are a) Master Servicer and Special Servicer b) The B Piece Investor and Investment Bank issuing the securities c) The rating agencies and the investment grade investors d) The B-note holder and the Lead Manager

6. Once CMBS bonds are sold, publicly or by private placement, the conduct of the parties to the securitization is thereafter governed by the

   1. a) Mortgage Loan Purchase Agreement (MLPA)

   2. b) Pooling & Servicing Agreement (PSA)

   3. c) Co-lender Agreement

   4. d) Intercreditor Agreement

6. The LTVs of collateral pools, as determined by the issuers and the rating agencies, are always very different. The primary reason for this difference is that

   1. a) Rating agencies apply capitalization rates taking into account the impact of debt leverage on the property.

   2. b) Rating agencies use Stressed cap rates which may be more conservative than market capitalization rates in effect at the time the pooled loans are securitized.

   3. c) To determine value, the Rating agencies apply stressed cap rates to cap re- underwritten net cash flows that may be lower than the banker or appraisers net cash flows.

   4. d) Both B and C.