SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF NEW YORK---- ------- --- -------------- ---------- --- ------- --- --- ---------- x

BANK OF AMERICA, N.A., as Trustee for theRegistered Holders of Wachovia BanCommercial Mortgage Trust 2007 -C30, acting byand through its Special Servicer, CWCapital AssetManagement LLC, BANK OF AMERICA, N.A.,as Trustee for the Registered Holders of COBALTCMBS Commercial Mortgage Trust 2007 -C2,acting by and through CWCapital AssetManagement LLC pursuant to the authoritygranted under that certain Amended and RestatedCo-Lender Agreement dated March 12,2007 andU.S. BANK NATIONAL ASSOCIATION, asTrustee for the Registered Holders of WachoviaBank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6, actingby and though CWCapital Asset ManagementLLC pursuant to the authority granted under thatcertain Amended and Restated Co-LenderAgreement dated March 12,2007,

Plaintiffs,

-against-

PSWNYCLLC,

Defendant.

---- ---- --- ------------------------------------- --- --- ---- ------ x

STATEOFMARYLAND )) ss.:

CITYOFBALTIMORE )

Index No.: 05/~93/2-0'D

AFFIDAVIT OF ANDREW J.HUNDERTMARK IN SUPPORT OFPRELIMINARY INJUNCTION

ANDREW J. HUNDERTMARK, being duly sworn deposes and says:

1. I am employed at CWCapital Asset Management LLC ("CWCAM") as a

Senior Vice President. CWCAM fied this motion for preliminary injunction (i) in its capacity as

Special Servicer for Bank of America, N.A., as Trustee for the Registered Holders of Wachovia

Bank Commercial Mortgage Trust 2007-C30 (the "2007-C30 Trust"); and (ii) on behalf of Ban

of America, N.A., as Trustee for the Registered Holders of COBALT CMBS Commercial

Mortgage Trust 2007-C2, U.S. Bank National Association, as Trustee for the Registered Holders

of Wachovia Bank Commercial Mortgage Trust 2007-C31, U.S. Bank National Association, as

Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2007-5, and U.S.

Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial

Mortgage Trust 2007-6 (together with the 2007-C30 Trust, collectively, the "Plaintiffs" or the

"Trusts"), pursuant to the authority granted under that certain Amended and Restated Co-Lender

Agreement dated March 12,2007 (the "Co-Lender Agreement", a tre and correct copy of which

is attached hereto as Exhibit A). CWCAM is the Special Servicer of the loan and mortgage that

is the subject of this action.

2. I am over eighteen (18) years of age and am competent to testify as a

witness. This affidavit is based upon personal knowledge and the provisions of the relevant

documents. If called as a witness, I could and would testify to the matters set forth herein.

3. I am in charge of the management and disposition of real-estate secured,

non-performng loans and the Asset Manager assigned to the Senior Loan (defined below).

Based on my responsibilties with CWCAM, I am fully familiar with the facts and circumstances

underlying this action. All of the documents attached to this Affidavit are business records of

CWCAM that were received and are maintained by CWCAM in the ordinary course of its

business under my supervision and control. i

4. This action arses out of a present and actual controversy regarding Peter

Cooper Vilage and Stuyvesant Town ("the Property") in Manhattan and an Intercreditor

Agreement dated as of February 16, 2007 governing the rights of the paries with regard to

i Recent aricles from the press are also included as exhibits to the Affdavit.

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certain loans extended to facilitate the purchase of the Property by the Borrowers (defined

below) in 2006 and 2007.

5. On or about August 7,2010, defendant PSW NYC LLC ("PSW"), a shell

entity formed on July 30, 2010 to hold a junior mezzanine loan position that it recently acquired,

provided notice to the Senior Lenders, the Borrowers, the Junior Lenders, the Junior Borrowers,

CWCAM and others that it intended to sell the Junior 1-3 Borrowers' Equity Collateral at a

public sale to be held on August 25,2010. Since publishing such notices, PSW has made it clear

to CWCAM that it intends to submit a credit bid at the public sale and then force the Borrowers

into bankptcy. PSW has also made clear that it intends to take these steps without first curing

the defaults under the Senior Loan (defined below).

6. Upon information and belief, PSW's actions are contrary to the terms of

the Intercreditor Agreement. As such, I submit this affidavit in support of Plaintiffs' motion

seeking the following relief prior to August 25,2010:

(A) A preliminary injunction enjoining:

(i) PSW, its attorneys, agents and any other person or entity acting on its

behalf or in concert with it, and their respective successors and assigns

from:

(a) acquiring or sellng PCV ST MEZZ 1 LP's limited parnership

interests in PCV ST Owner LP and/or from acquiring or sellng

PCV ST MEZZ 1 LP's limited liabilty company interests in PCV

ST Owner GP LLC on or after August 25, 2010 whether by

foreclosure sale or otherwise, without prior payment of the total

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outstanding indebtedness (in excess of $3,666,000,000.00) in

connection with the Senior Loan (defined below);

(b) acquiring or sellng ST MEZZ 1 LP's limited parnership interests

in ST Owner LP and/or from acquiring or sellng ST MEZZ 1

LP's limited liabilty company interests in ST Owner GP LLC on

or after August 25, 2010 whether by foreclosure sale or

otherwise, without prior payment of the tótal outstanding

indebtedness (in excess of $3,666,000,000.00) in connection with

the Senior Loan (defined below);

(c) acquiring or sellng PCV ST MEZZ 2 LP's limited parnership

interests in PCV ST MEZZ 1 LP and/or from acquiring or sellng

PCV ST MEZZ 2 LP's limited liability company interests in PCV

ST MEZZ 1 GP LLC on or after August 25, 2010 whether by

foreclosure sale or otherwise, without prior payment of the total

outstanding indebtedness (in excess of $3,666,000,000.00) in

connection with the Senior Loan (defined below);

(d) acquiring or sellng ST MEZZ 2 LP's limited partnership interests

in ST MEZZ 1 LP and/or from acquiring or sellng ST MEZZ 2

LP's limited liability company interests in ST MEZZ 1 GP LLC

on or after August 25, 2010 whether by foreclosure sale or

otherwise, without prior payment of the total outstanding

indebtedness (in excess of $3,666,000,000.00) in connection with

the Senior Loan (defined below);

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(e) acquiring or sellng PCV ST MEZZ 3 LP's limited parnership

interests in PCV ST MEZZ 2 LP and/or from acquiring or sellng

PCV ST MEZZ 3 LP's limited liabilty company interests in PCV

ST MEZZ 2 GP LLC on or after August 25, 2010 whether by

foreclosure sale or otherwise, without prior payment of the total

outstanding indebtedness (in excess of $3,666,000,000.00) in

connection with the Senior Loan (defined below);

(f) acquiring or sellng ST MEZZ 3 LP's limited partnership interests

in ST MEZZ 2 LP and/or from acquiring or selling ST MEZZ 3

LP's limited liabilty company interests in ST MEZZ 2 GP LLC

on or after August 25, 2010 whether by foreclosure sale or

otherwise, without prior payment of the total outstanding

indebtedness (in excess of $3,666,000,000.00) in connection with

the Senior Loan (defined below); and

(ii) PSW, its attorneys, agents and any other person or entity acting on its

behalf or in concert with it, and their respective successors and assigns

from soliciting, directing or causing PCV ST Owner LP and/or ST

Owner LP to commence, or consent to or acquiesce in the institution of

a bankptcy proceeding while the Senior Loan (defined below) is

outstanding.

(B) Such other and further relief as this Cour deems just.

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The Senior Loan

7. To finance the purchase by Tishman Speyer Development Corp.

("Tishman") from Metropolitan Tower Life Insurance Company ("MetLife") of Peter Cooper

Vilage and Stuyvesant Town for $5,400,000,000.00 (the "Purchase"), PCV ST Owner LP, a

Delaware limited parnership ("PCV ST Owner") and ST Owner LP. ("ST Owner" and

collectively with PCV ST Owner, the "Borrowers"), both limited parnerships affilated with

Tishman, secured a loan in the amount of $3,000,000,000.00 plus interest at a specified rate (the

"Senior Loan") from Wachovia Bank, N.A. ("Wachovia") and Merrll Lynch Mortgage Lending,

Inc. ("Merrll," and together with Wachovia, the "Senior Lenders").

8. Upon information and belief, in conjunction with the Senior Loan, the

Borrowers executed an Amended and Restated Loan and Security Agreement (the "Loan

Agreement", a tre and correct copy of which is attached hereto as Exhibit B) dated as of

February 16, 2007.

9. Peter Cooper Vilage and Stuyvesant Town are the Borrowers' only assets.

10. Upon information and belief, on or about February 16, 2007, the

Borrowers, as joint and several obligors, duly executed, acknowledged and delivered the

following notes for the purpose of evidencing the indebtedness in the collective amount of

$3,000,000,000.00 in conjunction with the Senior Loan:

a. that certain Amended and Restated Promissory Note A-I, in the

modified principal amount of $ 1 ,500,000,000.00, executed by

Borrowers, and later modified by that certain Agreement of

Modification of Note A-I, A-2, A-3 and A-4 (the "Modification

Agreement") dated March 11, 2007 by and among Borrowers and

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Wachovia, and made payable to Wachovia, as obligee ("Note A-

1 ");

b. that certain Amended and Restated Promissory Note A-2, in the

modified principal amount of $250,000,000.00, executed by

Borrowers, and later modified by the Modification Agreement and

made payable to Wachovia, as obligee ("Note A-2");

c. that certain Amended and Restated Promissory Note A-3, in the

modified principal amount of $50,000,000.00, executed by

Borrowers, and later modified by the Modification Agreement and

made payable to Wachovia, as obligee ("Note A-3");

d. that certain Amended and Restated Promissory Note A-4, in the

modified principal amount of $ 1 97,727,272.72, executed by

Borrowers, and later modified by the Modification Agreement and

made payable to Wachovia, as obligee ("Note A-4");

e. that certain Amended and Restated Promissory Note A-5, in the

principal amount of $800,000,000.00, executed by Borrowers and

made payable to Merrll, as obligee ("Note A-5"); and

f. that certain Amended and Restated Promissory Note A-6, in the

principal amount of $202,272,727.28, executed by Borrowers and

made payable to Merrll, as obligee ("Note A-6" and, collectively

with Note A-I, Note A-2, Note A-3, Note A-4 and Note A-5, the

"Notes").

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1 1. Upon information and belief, on or about February 16, 2007, Borrowers,

as joint and several obligors and mortgagors, for the purpose of securing payment for the Senior

Loan, duly executed, acknowledged and delivered to Wachovia and Merrll, as co-obligees and

co-mortgagees, a First Amendment to Mortgage, Security Agreement, Assignment of Rents and

Fixture Filng (the "Amendment"), which amends certain provisions of that certain Mortgage,

Security Agreement, Assignment of Rents and Fixture Filng, dated as of November 17, 2006

(the "Mortgage", and as amended by the Amendment, the "Amended Mortgage"). Pursuant to

the Amended Mortgage, Borrowers granted a securty interest to Wachovia and Merrll in,

among other things, the real property located in the State of New York, City of New York,

Borough of Manhattan, Block 972, Lot 1 and Block 978, Lot 1 (the "Property"), more

paricularly described in the Amended Mortgage as the "Premises." These parcels are commonly

known as Peter Cooper Vilage and Stuyvesant Town. The Amendment and the Mortgage,

together with the Notes and all other documents and/or agreements evidencing the Senior Loan,

including the Intercreditor Agreement described below, are collectively referred to herein as the

"Senior Loan Documents."

12. The Amended Mortgage, inter alia, formed a single lien on both parcels of

real estate comprising the Property.

Securitization Trusts

13. Each of the Notes is curently held in a mortgage securitization trust

(collectively, the "Trusts" and each, a "Trust"):

a. Pursuant to an Allonge to Note A-I, Wachovia assigned all of its

right, title and interest in Note A-I to the 2007-C30 Trust;

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b. Pursuant to an Allonge to Note A-2, Wachovia assigned all of its

right, title and interest in Note A-2 to COBALT CMBS

Commercial Mortgage Trust 2007 -C2;

c. Pursuant to an Allonge to Note A-3 and Note A-4, Wachovia

assigned all of its right, title and interest in Note A-3 and Note A-4

to Wachovia Bank Commercial Mortgage Trust 2007 -C3 1 ;

d. Pursuant to an Allonge to Note A-5, Merrll assigned all of its

right, title and interest in Note A-5 to ML-CFC Commercial

Mortgage Trust 2007-5; and

e. Pursuant to an Allonge to Note A-6, Merrll assigned all of its

right, title and interest in Note A-6 to ML-CFC Commercial

Mortgage Trust 2007-6.

14. On or about June 27, 2007, pursuant to an Assignment of Mortgage and

Security Interest recorded in the Register on February 21, 2008 in CRF 2008000071799 (and

re-recorded, for the purpose of including Merrll as assignor, in the Register on June 27, 2008 in

CRF 2008000259160), Wachovia and Merrll transferred a 100% ownership interest in the

Amended Mortgage to Wells Fargo Ban, N.A., as trstee for the registered holders of the 2007-

C30 Trust. On or about July 6,2009, the Amended Mortgage was further assigned to successor

trstee, BofA, as trstee for the registered holders of the 2007 -C30 Trust pursuant to an

Assignment of Mortgage recorded in the Register on November 24, 2009 in CRF

2009000386136.

15. 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

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Mortgage Securities, Inc., as Depositor, Wachovia, as Master Servicer, CWCAM, as Special

Servicer, and Wells Fargo, as Trustee. As the Special Servicer, CWCAM is responsible for

administering the Senior Loan on behalf of the Senior Lenders.

16. On March 12, 2007, the Senior Lenders and other paries thereto entered

into the Co-Lender Agreement. Pursuant to Section 2(t) of the Co-Lender Agreement, CWCAM

has the exclusive right and obligation to administer, service and make all decisions and

determnations regarding the Senior Loan and to enforce the related Senior Loan Documents.

The Senior Loan is to be serviced as a single loan.

The Junior Loans

17. In order to secure additional financing, the direct and indirect parents of

the Borrowers (collectively, the "Junior Borrowers") pledged to the Junior Lenders (defined

below) their direct and indirect equity interests in the Borrowers and their respective general

parners in exchange for eleven junior mezzanine loans (the "Junior Loans"), with priority

running in sequential order from Junior 1 Loan (most senior) to Junior 11 Loan (most junior).

18. The borrowers for the Junior 1 Loan are PCV ST MEZZ 1 LP and ST

MEZZ 1 LP (collectively, the "Junior 1 Borrowers").

19. The borrowers for the Junior 2 Loan are PCV ST MEZZ 2 LP and ST

MEZZ 2 LP (collectively, the "Junior 2 Borrowers").

20. The borrowers for the Junior 3 Loan are PCV ST MEZZ 3 LP, ST MEZZ

3 LP (collectively, the "Junior 3 Borrowers").

21. Wachovia and Merrll were the original lenders on the Junior 1-3 Loans

(the "Junior 1-3 Lenders").

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22. The Junior 1 -3 Loans were owned by AIB Debt Management Limited,

Deutsche Genossenschafts-Hypothekenbank AG, Harford Fire Insurance Company, Harford

Life Insurance Company, Concord Real Estate CDO 2006-1 LTD, and Wachovia, (collectively,

the "Initial Junior 1 -3 Holders").

23. Each of the Junior Loans were evidenced by separate Amended and

Restated Mezzanine Loan Agreements (the "Junior Loan Agreements", a true and correct copy of

the Junior 1 Loan Agreement is attached hereto as Exhibit C. The Junior 2-11 Loan Agreements

are in the substantially same form as the Junior 1 Loan Agreement), each dated as of February

16,2007.

24. The total amount of the Junior Loans was $1,400,000,000.00. The Junior

1-3 Loans were each in the original principal amount of $100,000,000.00.

25. Pursuant to separate amended and Restated Pledge and Security

Agreements (the "Junior Pledge Agreements", a true and correct copy of the Junior 1 Pledge

Agreement is attached hereto as Exhibit D. The Junior 2-11 Pledge Agreements are in the

substantially same form as the Junior 1 Pledge Agreement) dated as of February 16, 2007, each

Junior Lender was granted a first priority security interest in the corresponding Junior

Borrower's ownership interest in the respective subsidiary Borrower or Junior Borrower and the

respective subsidiary Borrower's or Junior Borrower's general parner (the "Equity Collateral").

26. The Junior Lenders were not granted a securty interest of any kind in the

Property and are not creditors of the Borrowers.

The Intercreditor Agreement

27. On February 16, 2007, Wachovia and Merrll, in their capacities as Senior

Lenders and Junior Lenders, entered into an Amended and Restated Intercreditor Agreement (the

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"Intercreditor Agreement", a tre and correct copy of which is attached hereto as Exhibit E)

dated February 16, 2007 as a condition to the Mezzanine financing.

28. Pursuant to Section 9 of the Intercreditor Agreement, the Junior Loans are

subordinate in every relevant respect to the Senior Loan:

(a) Each Junior Lender hereby subordinates and makes junior theJunior Loan held by such Junior Lender, the related JuniorLoan Documents and the liens and security interests createdthereby, and all rights, remedies, terms and covenants

contained therein to (i) the Senior Loan and the applicableSenior Junior Loans, (ii) the liens and security interests createdby the Senior Loan Documents and the applicable SeniorJunior Loan Documents.

29. Consistent with their subordination, the Junior Lenders agreed to cure all

defaults under the Senior Loan as a condition to acquiring the Equity Collateral.

30. Specifically, Section 6(d) provides that:

To the extent that any Qualifed Transferee acquires the EquityCollateral pledged to a Junior Lender pursuant to the Junior LoanDocuments in accordance with the provisions and conditions ofthis Agreement. . . provided, however, . . (B) all defaults under(1) the Senior Loan and (2) the applicable Senior Junior Loans,in each case which remain uncured or unwaived as of the date ofsuch acquisition have been cured by such Qualifed Transfereeor in the case of defaults that can only be cured by the JuniorLender following its acquisition of the Equity Collateral, thesame shall be cured by the Junior Lender prior to the expiration ofthe applicable Extended Non-Monetary Cure Period.

Intercreditor Agreement, § 6(d) (emphasis added).

31. Because as is explained further below the Indebtedness under the Senior

Loan is in default, was accelerated on January 29,2010, and is now due in full, in order to satisfy

its obligation to cure all defaults under the Senior Loan under current circumstances, the

Qualified Transferee would have to, among other things, pay Plaintiffs at or before the time it

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acquires the Equity Collateral the total outstanding Indebtedness on the Senior Loan which is in

excess of $3,666,000,000.00.

32. A Junior Lender is a Qualified Transferee under the Intercreditor

Agreement.

33. Section l1(d)(ii) of the Intercreditor Agreement provides that the Junior

Lenders are prohibited from soliciting, directing or causing the Borrowers or any other entity

which Controls Borrowers to consent to, or acquiesce in, the institution of bankptcy or

insolvency proceedings while the Senior Loan is outstanding:

(ii) For as long as the Senior Loan shall remain outstanding,

none of the Junior Lenders shall solicit, direct or cause Borroweror any other entity which Controls Borrower (the "Borrower

Group") or any other Person to: (1) commence any Proceedingagainst Borrower or any SPE Constituent Entity; (2) instituteproceedings to have Borrower or any SPE Constituent Entityadjudicated a bankpt or insolvent; (3) consent to, or acquiescein, the institution of bankruptcy or insolvency proceedings

against Borrower or any SPE Constituent Entity; (4) fie apetition or consent to the fiing of a petition seeking

reorganization, arangement, adjustment, wind-up, dissolution,composition, liquidation or other relief by or on behalf ofBorrower or any SPE Constituent Entity. . . or (9) take any actionin furtherance of any of the foregoing.

Intercreditor Agreement, § 1 1 (d)(ii) (emphasis added).

34. Under Section 12 of the Intercreditor Agreement, Junior Lenders are

afforded the opportunity to cure defaults under the Senior Loan. Specifically, in the event of a

monetary default of the Senior Loan, Junior Lenders are entitled to ten (10) business days after

the giving of notice of such default to cure the monetary default.

35. Section 34 of the Intercreditor Agreement provides that monetary damages

are not an adequate remedy at law and contemplates the issuance of an injunction. It provides as

follows:

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Each pary to this Agreement acknowledges (and waives any

defense based on a claim) that monetary damages are not anadequate remedy to redress a breach by the other hereunder andthat a breach by any pary hereunder would cause irreparable harto any other pary to this Agreement. Accordingly, each pary tothis Agreement agrees that upon a breach of this Agreement by anyother pary, the remedies of injunction, declaratory judgment andspecific performance shall be available to such non-breaching

pary.

Intercreditor Agreement, § 34.

The Borrowen' DefauÚ

36. The Borrowers failed to pay the monthly installments required under the

Notes for the period from Januar 8,2010 through the date of this Complaint (the "Default").

37. Pursuant to Section 3.1 of the Notes, Section 6.01 of the Amended

Mortgage and Section 13.01 of the Senior Loan Agreement, the Default constitutes an Event of

Default under the Senior Loan Documents, which entitles the Plaintiffs to exercise their rights

under the Senior Loan Documents, including but not limited to, the right to foreclose upon the

Amended Mortgage.

38. By letter dated January 8, 2010, CWCAM notified the Borrowers of the

Default and demanded that the Borrowers make payment for all unpaid amounts then due and

owing (the "Default Notice", a tre and correct copy of which is attached hereto as Exhibit F).

39. By letter dated January 29,2010, CWCAM notified the Borrowers and the

Junior Lenders that the unpaid debt outstanding under the Notes was accelerated, immediately

due and payable because the Borrowers had failed to cure the January 8, 2010 default (the

"Senior Loan Acceleration Letter", a tre and correct copy of which is attached hereto as Exhibit

G).

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40. As a result of the Default and the Acceleration, the full outstanding

principal balance of the Senior Loan, all accrued and unpaid interest thereon and all other sums

owing under the Senior Loan Documents are currently due and payable.

The Foreclosure Action

41. On February 16, 2010, CWCAM, on behalf of the Trustees for the Trusts,

filed a mortgage foreclosure action against the Borrowers and certain lienholders in the United

Stated Distrct Court for the Southern Distrct of New York (the "Foreclosure Action").

CWCAM filed an Amended Complaint on February 18, 2010. On June 21, 2010, the Distrct

Court entered a Judgment of Foreclosure and Sale of the Property, and an order directing the

foreclosure of the Property in favor of the Senior Lenders. A true and correct copy of the

Judgment of Foreclosure and Sale is attached hereto as Exhibit H.

42. The amount due and owing to the Plaintiffs under the Notes, the Amended

Mortgage and the Senior Loan Documents is in excess of $3,666,000,000.00 (the

"Indebtedness").

43. On Januar 8, 2010, CWCAM provided notice to the JuniorLenders that it

had declared a Default, and pursuant to Section 12(a) of the paries' Intercreditor Agreement,

afforded the Junior Lenders the opportunity to cure the default (the "January 8, 2010 Notice", a

true and correct copy of which is attached hereto as Exhibit I).

44. None of the Junior Lenders exercised their rights to cure the default.

45. By letters dated January 11, 2010, Wachovia, in its capacity as

Administrative Agent for the Junior 1-3 Lenders, notified the Senior Lender and the Junior

Lenders that Junior 1-3 Borrowers' failure to make the required payment of interest due on

January 8, 2010 constituted an Event of Default pursuant to its Junior note and loan agreement

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and that, if the default was not cured within the required cure period, the Junior 1-3 Lenders

intended to pursue their rights and remedies under their loan agreement, including the

commencement of "an Equity Collateral Enforcement Action ((as defined in the Intercreditor

Agreement)) through a non-judicial foreclosure sale of the Equity Collateral securing the

Mezzanine (1-3) Loans under the Uniform Commercial Code" (the "Junior 1-3 Loan Default

Notice", a true and correct copy of which is attached hereto as Exhibit J).

Property Transition

46. For the past nine (9) months, the Senior Lenders have worked with the

Borrowers to transition management of the Property that impacts roughly 25,000 tenants, 11,000

aparments and 550 employees. Such work has entailed going through, on a weekly basis, a

twenty-three single spaced checklist regarding the migration of the Property to ensure that such

transition is smooth and efficient.

PSW's Attempts to Seize Control

47. Upon information and belief, on or around July 30,2010, Winthrop Realty

Trust and Pershing Square Capital Management, L.P. (together the "Hedge Fund Parners")

formed the joint venture, PSW.

48. By notice dated August 6, 2010, Wells Fargo, as successor by merger to

Wachovia, notified, among others, the Senior Lenders, that it "transferred its respective rights,

title and interest in the Mezzanine 1 Loan, Mezzanine 2 Loan, and Mezzanine 3 Loan to PSW . .

.." In that notice, Wells Fargo certified that PSW is a Qualified Transferee as that term is

defined in the Intercreditor Agreement. A tre and correct copy of the Wells Fargo Notice dated

August 6, 2010, is attached hereto as Exhibit K.

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49. Also, on August 6, 2010, each of the six (6) Initial Junior 1-3 Holders

notified, among others, the Senior Lenders, through six (6) separate "Notice(s) Under Section

5(a) of the Intercreditor Agreement" that they had assigned their respective Paricipation Interest,

as that term is defined in the Initial Junior 1-3 Holders' "Notice(s) Under Section 5(a) of the

Intercreditor Agreement", to PSW. True and correct copies of the Initial Junior 1-3 Holders

Notices dated August 6,2010, are attached hereto as Exhibit L.

50. By Representation Certificate dated August 6,2010, PSW notified, among

others, the Senior Lenders, that it "agree(d) to bound by the terms of Intercreditor Agreement,"

and it "rema(d)e for the benefit of the Senior Lender and the Junior Lenders, each of the

representations in the Intercreditor Agreement which are applicable to the Mezzanine 1 Loan,

Mezzanine 2 Loan and Mezzanine 3 Loan . . ." A tre and correct copy of PSW's

Representation Certificate dated August 6,2010, is attached hereto as Exhibit M.

51. Upon information and belief, PSW purported to acquire the

$300,000,000.00 Junior 1-3 Loans for 15 cents on the dollar.

PSW Schedules Sale ofEquity Collateralfor August 25,2010

52. By facsimile dated Saturday, August 7, 2010, PSW provided notice to,

among others, the Senior Lenders, that PSW intended to sell the Junior 1 Borrowers' Equity

Collateral at a public sale to be held August 25, 2010 at 1:00 P.M. (the "Junior 1 Equity

Collateral Sale Notice", a tre and correct copy is attached hereto as Exhibit N).

53. Specifically, the Junior 1 Equity Collateral Sale Notice states that PSW

intends to sell all of its right, title and interest in the following:

All of PCV ST MEZZ 1 LP's right, title and interest in 100% ofthe limited parnership interests in PCV ST OWNR LP, aDelaware limited parnership;

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All of ST MEZZ 1 LP's right, title and interest in 100% of thelimited parnership interest in ST OWNER LP, a Delaware limitedparnership;

All of PCV ST MEZZ 1 LP's right, title and interest in 100% ofthe limited liabilti company membership interests in PCV STOWNER GP LLC, a Delaware limited liabilty company;

All of ST MEZZ 1 LP's right, title and interest in 100% of thelimited liability company membership interests in ST OWNER GPLLC,3 a Delaware limited liabilty company; and

Certain rights and property relating and appurtenant thereto . . . .

54. Similarly, by facsimile dated Sunday, August 8, 2010, PSW provided

notice to, among others, the Senior Lenders, that PSW intended to sell the Junior 2 Borrowers'

Equity Collateral at a public sale to be held August 25,2010 at 12:00 P.M. (the "Junior 2 Equity

Collateral Sale Notice", a tre and correct copy of which is attached hereto as Exhibit 0).

55. Specifically, the Junior 2 Equity Collateral Sale Notice states that PSW

intends to sell all of its right, title and interest in the following:

All of PCV ST MEZZ 2 LP's right, title and interest in 100% ofthe limited parnership interests in PCV ST MEZZ 1 LP, aDelaware limited parnership;

All of ST MEZZ 2 LP's right, title and interest in 100% of thelimited parnership interest in ST MEZZ 1 LP, a Delaware limitedparnership;

All of PCV ST MEZZ 2 LP's right, title and interest in 100% ofthe limited liability company membership interests in PCV STMEZZ 1 GP LLC, a Delaware limited liabilty company;

All of ST MEZZ 2 LP's right, title and interest in 100% of thelimited liability company membership interests in ST MEZZ 1 GPLLC, a Delaware limited liability company; and

2 Upon information and belief, PCV ST Owner OP LLC is the general parner of the Borrower PCV ST Owner LP,

which is the owner of Peter Cooper Vilage.3 Upon information and belief, ST Owner OP LLC is the general parner of the Borrower ST Owner LP, which is

the owner of Stuyvesant Town.

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Certain rights and property relating and appurtenant thereto . . . .

56. By facsimile dated Saturday, August 7, 2010, PSW provided notice to,

among others, the Senior Lenders, that PSW intended to sell the Junior 3 Borrowers' Equity

Collateral at a public sale to be held on August 25, 2010 at 11:00 AM. (the "Junior 3 Equity

Collateral Sale Notice", a tre and correct copy of which is attached hereto as Exhibit P).

57. Specifically, the Junior 3 Equity Collateral Sale Notice states that PSW

intends to sell all of its right, title and interest in the following:

All of PCV ST 3 MEZZ LP's right, title and interest in 100% ofthe limited parnership interests in PCV ST MEZZ 2 LP, aDelaware limited parnership;

All of ST MEZZ 3 LP's right, title and interest in 100% of thelimited parnership interest in ST MEZZ 2 LP, a Delaware limitedparnership;

All of PCV ST MEZZ. 3 LP's right, title and interest in 100% ofthe limited liabilty company membership interests in PCV STMEZZ 2 GP LLC, a Delaware limited liability company;

All of ST MEZZ 3 LP's right, title and interest in 100% of thelimited liabilty company membership interests in ST MEZZ 2 GPLLC, a Delaware limited liability company; and

Certain rights and property relating and appurtenant thereto . . . .

58. On Sunday, August 8, 2010, the New York Times published a Notice for

the Public Sale of Collateral related to the Junior 1 Loan, a Notice for the Public Sale of

Collateral related to the Junior 2 Loan, and a Notice for the Public Sale of Collateral related to

the Junior 3 Loan (collectively, the "New York Times Notices", tre and correct copies of which

are attached hereto as Exhibit Q).

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Defendants' Imminent Breach of the Intercreditor Agreement

59. Myrad press reports, including reports based upon interviews with the

principals of PSW's joint venture parners, have consistently indicted that PSW intends to

acquire the Equity Collateral that wil be auctioned on August 25, 2010 through a credit bid,

without paying off the Senior Loan, and place the Borrowers into bankptcy to discharge the

obligation. True and correct copies of relevant press reports are attached hereto as Exhibit R.

60. By letter dated, August 10, 2010, CWCAM asked PSW, among other

things, to confirm that the requirements of Section 6(d) of the Intercreditor Agreement wil be

satisfied. CWCAM wrote:

Section 6(d) of the Intercreditor Agreement requires that to theextent the Equity Collateral is acquired by a transferee, all defaultsunder (i) the Senior Loan and (2) the applicable Senior Junior

Loans must be cured by such transferee as of the date ofacquisition. This requirement applies equally to a credit bid byPSW. As a result of the acceleration of the unpaid debtoutstanding under the Senior Loan, Section 6(d) of the

Intercreditor Agreement requires the full payment of the unpaiddebt as a condition to any transferee acquiring the Equity

Collateral that PSW is proposing to sell.

A true and correct copy of CWCAM's August 10, 2010 letter is attached hereto as Exhibit S.

61. In response, by letter dated August 11, 2010, PSW characterized

CWCAM's interpretation of Section 6(d) as "ludicrous." Providing no explanation for its

position, and despite the unambiguous requirements of Section 6( d), PSW stated:

You are entitled to no such assurances in any event. Your citedprovision of the Intercreditor Agreement does not require thepayment of the Senior Loan as a condition to a transferee acquiringthe Equity CollateraL. Your contrary interpretation is totallywithout merit or foundation and a poor and ultimately unsuccessfuleffort to intimidate my client.

A true and accurate copy of PSW's August 11,2010 letter is attached hereto as Exhibit T.

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62. As evidenced by the Junior 1 Equity Collateral Sale Notice, the Junior 2

Equity Collateral Sale Notice, the Junior 3 Equity Collateral Sale Notice and the New York

Times Notices, PSW wil, or wil attempt to, immnently acquire or sell the Junior 1-3

Borrowers' Equity CollateraL.

63. The currently outstanding principal amount of the Senior Loan which is in

excess of $3,666,000,000.00. Upon information and belief, the current value of Stuyvesant

Town and Peter Cooper Vilage is substantially less than the currently outstanding amount of the

Senior Loan alone. Under these circumstances, upon information and belief, PSW wil be unable

or otherwise unwiling to pay the total outstanding Indebtedness with respect to the Senior Loan

on or before the date it acquires or sells the Equity CollateraL.

64. Accordingly, upon information and belief, PSW wil, or wil attempt to,

acquire or sell the Junior 1-3 Borrowers' Equity Collateral without first paying all the total

outstanding Indebtedness under the Senior Loan in violation of Section 6( d) of the Intercreditor

Agreement.

65. Upon information and belief, PSW has retained bankptcy counsel for a

bankrptcy proceeding of the Borrowers.

66. PSW's actions and statements to the media and counsel for the Senior

Lenders indicate that it is not prohibited by the Intercreditor Agreement from placing the

Borrowers into bankptcy while the Senior Loan is outstanding.

67. PSW wil, or wil attempt to, solicit, direct or cause Borrowers to

commence, consent to or acquiesce in the institution of a bankptcy proceeding while the Senior

Loan is outstanding in violation of Section 1 1 (d)(ii) of the Intercreditor Agreement.

68. Plaintiffs have no adequate remedy at law.

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Dated: August 17, 2010

Sworn to before me this(2 th day of August, 2010

~(1zil~otar Public

Lauren CochranNotary PublicHoward CountyMaryland~y Comm. Exp. 12-2-2013