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Cross-collateralization And Cooperation Agreement

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EXHIBIT 10.24.7.1


POOL 6


CROSS-COLLATERALIZATION AND COOPERATION AGREEMENT


THIS CROSS-COLLATERALIZATION AND COOPERATION AGREEMENT (this "Agreement") is made as of the 17th day of June, 2005, by and between the Borrowers listed on the signature page hereof (collectively, the "Pool 6 Borrowers") and MERRILL LYNCH MORTGAGE LENDING, INC., in its capacity as mortgage lender ("Lender").


RECITALS


A. The Borrowers, under that certain Promissory Note of even date herewith given to Lender ("Note 6"), are indebted to Lender in the original principal sum of $31,995,000 ("Loan 6") as governed by that certain Loan Agreement of even date herewith between the Borrowers and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, "Loan Agreement 6").


B. The Borrowers identified on Schedule 1 as the "Pool 1 Borrowers" (collectively, the "Pool 1 Borrowers"), under that certain Promissory Note of even date herewith given to Lender ("Note 1"), are indebted to Lender in the original principal sum of $80,140,000 ("Loan 1") as governed by that certain Loan Agreement of even date herewith between the Pool 1 Borrowers and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, "Loan Agreement 1").


C. The Borrowers identified on Schedule 1 as the "Pool 2 Borrowers" (collectively, the "Pool 2 Borrowers"), under that certain Promissory Note of even date herewith given to Lender ("Note 2"), are indebted to Lender in the original principal sum of $81,560,000 ("Loan 2") as governed by that certain Loan Agreement of even date herewith between the Pool 2 Borrowers and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, "Loan Agreement 2").


D. The Borrowers identified on Schedule 1 as the "Pool 3 Borrowers" (collectively, the "Pool 3 Borrowers") under that certain Promissory Note of even date herewith given to Lender ("Note 3"), are indebted to Lender in the original principal sum of $82,615,000 ("Loan 3") as governed by that certain Loan Agreement of even date herewith between the Pool 3 Borrowers and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, "Loan Agreement 3").


E. The Borrowers identified on Schedule 1 as the "Pool 4 Borrowers" (collectively, the "Pool 4 Borrowers"), under that certain Promissory Note of even date herewith given to Lender ("Note 4"), are indebted to Lender in the original principal sum of $50,200,000 ("Loan 4") as governed by that certain Loan Agreement of even date herewith between the Pool 4 Borrowers and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, "Loan Agreement 4").


F. The Borrowers identified on Schedule 1 as the "Pool 5 Borrowers" (collectively, the "Pool 5 Borrowers", and together with Pool 1 Borrowers, Pool 2 Borrowers, Pool 3 Borrowers, Pool 4 Borrowers and Pool 5 Borrowers, collectively, the "Borrowers"), under that certain Promissory Note of even date herewith given to Lender ("Note 5", and together with Note 1, Note 2, Note 3, Note 4 and Note 6, collectively, the "Notes"), are indebted to Lender in the original principal sum of $50,200,000 ("Loan 5", and together with Loan 1, Loan 2, Loan 3, Loan 4 and Loan 6, collectively, the "Loans") as governed by that certain Loan Agreement of even date herewith between the Pool 5 Borrowers and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, "Loan Agreement 5", and together with Loan Agreement 1, Loan Agreement 2, Loan Agreement 3, Loan Agreement 4 and Loan Agreement 6, collectively, the "Loan Agreements").


G. Loan 1, Loan 2, Loan 3, Loan 4, Loan 5 and Loan 6 are secured, in part, by Mortgages (as defined in the Loan Agreements) on the Properties in the respective pools of Properties identified on Schedule 2 (each, a "Pool", and collectively, the "Pools"). Each of such Properties is referred to herein as a "Property" and, collectively, as the "Properties". The Properties in each Pool are referred to, respectively, as the "Pool 1 Properties", "Pool 2 Properties", "Pool 3 Properties", "Pool 4 Properties", "Pool 5 Properties" and "Pools 6 Properties".


H. Lender has required as a condition to making the Loans that the Borrowers enter into this Agreement with Lender.


AGREEMENT


For ten ($10) dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:


Section 1. Cross Collateralization Within Pool; Contribution.


(a) Each Pool 6 Borrower acknowledges that Lender is making Loan 1 to the Pool 6 Borrowers upon the security of its collective interest in the Pool 6 Properties and in reliance upon the aggregate of the Pool 6 Properties taken together being of greater value as collateral security than the sum of each Pool 6 Property taken separately. Each Pool 6 Borrower agrees that each Mortgage of a Pool 6 Property is and will be cross-collateralized and cross-defaulted with each other Mortgage of a Pool 6 Property so that (i) an Event of Default which continues beyond the expiration of any applicable notice and cure periods under any of such Mortgages shall constitute an Event of Default under each of the other such Mortgages securing the related Note; (ii) an Event of Default which continues beyond the expiration of any applicable notice and cure periods under the related Loan Agreement or this Agreement shall constitute an Event of Default under each such Mortgage; (iii) each such Mortgage shall constitute security for the related Note as if a single blanket lien were placed on all of the Pool 6 Properties as security


for Note 1; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.


(b) Without limitation to any other right or remedy provided to Lender in this Agreement or any of the other Loan Documents, each Pool 6 Borrower covenants and agrees that (i) Lender shall have the right to pursue all of its rights and remedies in one proceeding, or separately and independently in separate proceedings which it, as Lender, in its sole and absolute discretion, shall determine from time to time, (ii) Lender is not required to either marshall assets, sell any or all of the Collateral in any inverse order or alienation, or be subjected to any "one action" or "election of remedies" law or rule, (iii) the exercise by Lender of any remedies against any of the Collateral will not impede Lender from subsequently or simultaneously exercising remedies against any other Collateral, (iv) all Liens and other rights, remedies and privileges provided to Lender in this Agreement and/or any other Loan Documents otherwise shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and all the Collateral has been foreclosed, sold and/or otherwise realized upon and (v) each Pool 6 Property and all Collateral as defined in Loan Agreement 1 shall be security for the performance of all each Pool 6 Borrower's obligations hereunder and under each of the other Loan Documents.


(c) As a result of the transactions contemplated by this Agreement, each Pool 6 Borrower will benefit, directly and indirectly, from the obligation of each other Pool 6 Borrower to pay the related Indebtedness and perform its obligations hereunder and under the other related Loan Documents and in consideration therefore each Pool 6 Borrower desires to enter into an allocation and contribution agreement among themselves as set forth in this Section 1(c) to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each Pool 6 Borrower in the event any payment is made by any individual Pool 6 Borrower under the Loan Documents to Lender (such payment being referred to herein as a "Contribution", and for purposes of this Section, includes any exercise of recourse by Lender against any Collateral of a Pool 6 Borrower and application of proceeds of such Collateral in satisfaction of such Borrower's obligations, to Lender under the Loan Documents).


(i) Each Pool 6 Borrower shall be liable under the related
Loan Documents with respect to the related Indebtedness only for such
total maximum amount (if any) that would not render its Indebtedness under
the related Loan Agreement or under any of the Loan Documents subject to
avoidance under Section 548 of the Federal Bankruptcy Code or any
comparable provisions of any state law.


(ii) In order to provide for a fair and equitable contribution
among Pool 6 Borrowers in the event that any Contribution is made by an
individual Pool 6 Borrower (a "Funding Borrower"), such Funding Borrower
shall be entitled to a reimbursement Contribution ("Reimbursement
Contribution") from all other Pool 6 Borrowers for all payments, damages
and expenses incurred by that Funding Borrower in discharging any of the
Indebtedness, in the manner and to the extent set forth in this Section.


(iii) For purposes hereof, the "Benefit Amount" of any
individual Pool 6 Borrower as of any date of determination shall be the
net value of the benefits to such Borrower from extensions of credit made
by Lender to (A) such Borrower and (B) to the other Pool 6 Borrowers under
the related Loan Documents.


(iv) Each Pool 6 Borrower shall be liable to a Funding
Borrower in an amount equal to the (A) ratio of the Benefit Amount of such
Borrower to the total amount of related Indebtedness, multiplied by (B)
the amount of such Indebtedness paid by such Funding Borrower.


(v) In the event that at any time there exists more than one
Funding Borrower with respect to any Contribution (in any such case, the
"Applicable Contribution"), then Reimbursement Contributions from other
Pool 6 Borrowers pursuant hereto shall be allocated among such Funding
Borrowers in proportion to the total amount of the Contribution made for
or on account of the other Pool 6 Borrowers by each such Funding Borrower
pursuant to the Applicable Contribution. In the event that at any time any
Pool 6 Borrower pays an amount hereunder in excess of the amount
calculated pursuant to this Section 1 above, that Borrower shall be deemed
to be a Funding Borrower to the extent of such excess and shall be
entitled to a Reimbursement Contribution from the other Pool 6 Borrowers
in accordance with the provisions of this Section.


(vi) Each Pool 6 Borrower acknowledges that the right to
Reimbursement Contribution hereunder shall constitute an asset in favor of
such Borrower to which such Reimbursement Contribution is owing.


(vii) No Reimbursement Contribution payments payable by a Pool
6 Borrower pursuant to the terms of this Section 1 shall be paid until all
amounts then due and payable by all Pool 6 Borrowers to Lender, pursuant
to the terms of the related Loan Documents, are paid in full in cash.
Nothing contained in this Section 1 shall limit or affect in any way the
Indebtedness of any Pool 6 Borrower to Lender under the Note or any other
Loan Documents.


(viii) Each Pool 6 Borrower waives:


(A) any right to require Lender to proceed against any other Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender's power before proceeding against Borrower;


(B) any defense based upon any legal disability or other defense of any other Borrower, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Borrower or any guarantor from any cause other than full payment of all sums payable under the Notes, this Agreement and any of the other Loan Documents;


(C) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal of any other Borrower or any defect in the formation of any other Borrower or any principal of any other Borrower;


(D) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;


(E) any defense based upon any failure by Lender to obtain collateral for the Indebtedness or failure by Lender to perfect a lien on any Collateral;


(F) presentment, demand, protest and notice of any kind;


(G) any defense based upon any failure of Lender to give notice of sale or other disposition of any collateral to any other Borrower or to any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any Collateral;


(H) any defense based upon any failure of Lender to comply with applicable laws in connection with the sale or other disposition of any Collateral, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral;


(I) any defense based upon any use of cash collateral under Section 363 of the Federal Bankruptcy Code;


(J) any defense based upon any agreement or stipulation entered into by Lender with respect to the provision of adequate protection in any bankruptcy proceeding;


(K) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code;


(L) any defense based upon the avoidance of any security interest in favor of Lender for any reason;


(M) any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Notes or owing under any of the Loan Documents;


(N) any defense or benefit based upon such Borrower's, or any other party's, resignation of the portion of any obligation secured by the Mortgages to be satisfied by any payment from any other Borrower or any such party;


(O) all rights and defenses arising out of an election of remedies by Lender even though the election of remedies, such as non-judicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed Borrower's rights of subrogation and reimbursement against any other Borrower;


(P) all rights and defenses that such Borrower may have because any Indebtedness is secured by real property. This means, among other things: (1) Lender may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, (2) if Lender forecloses on any real property collateral pledged by any other Borrower, (I) the amount of the Indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (II) Lender may collect from such Borrower even if any other Borrower, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from any other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because any of the Indebtedness is secured by real property; and


(Q) except
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