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$99	Preview Full Doc	2007	Pooling and Servicing Agreement Pooling and Servicing Agreement (2,795K) Doc #2883954: Click preview link for longer preview. MORGAN STANLEY CAPITAL I INC., as Depositor, WELLS FARGO BANK, N.A., as General Master Servicer, LNR PARTNERS, INC., as General Special Servicer, NCB, FSB, as NCB Master Servicer, NATIONAL CONSUMER COOPERATIVE BANK, as Co-op Special Servicer and . . . 2883954	Sife Sife /Ta ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Pooling and Servicing Agreement: Banc of America Securities LLC – 4(a) hereof. "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York. "Underwriter" means each of Morgan Stanley & Co. Incorporated, Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc., or their respective successors-in-interest. "United _____________ Banc of America Securities LLC – A-3, Class A-AB, Class A-4, Class A-M and Class A-J] Certificates (the "Public Certificates") will be sold by the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc.] (collectively, the "Underwriters"), pursuant to an Underwriting _____________ Banc of America Securities LLC – A-3, Class A-AB, Class A-4, Class A-M and Class A-J] Certificates (the "Public Certificates") will be sold by the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc.] (collectively, the "Underwriters"), pursuant to an Underwriting _____________ Banc of America Securities LLC – A-3, Class A-AB, Class A-4, Class A-M and Class A-J] Certificates (the "Public Certificates") will be sold by the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc.] (collectively, the "Underwriters"), pursuant to an Underwriting _____________ Banc of America Securities LLC – A-3, Class A-AB, Class A-4, Class A-M and Class A-J] Certificates (the "Public Certificates") will be sold by the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc.] (collectively, the "Underwriters"), pursuant to an Underwriting _____________ dt 1706700 ;	Suntrust Capital Suntrust Capital Markets, Inc. ( Financial ) As referenced in this Pooling and Servicing Agreement: SunTrust Capital Markets, Inc – means each of Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc ., or their respective successors-in-interest. "United States Person" means (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the _____________ SunTrust Capital Markets, Inc – the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc .] (collectively, the "Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser and the Underwriters, dated [______] (the "Underwriting Agreement"), and the [Class X, Class X-Y, Class B, Class _____________ SunTrust Capital Markets, Inc – the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc .] (collectively, the "Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser and the Underwriters, dated [______] (the "Underwriting Agreement"), and the [Class X, Class X-Y, Class B, Class _____________ SunTrust Capital Markets, Inc – the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc .] (collectively, the "Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser and the Underwriters, dated [______] (the "Underwriting Agreement"), and the [Class X, Class X-Y, Class B, Class _____________ SunTrust Capital Markets, Inc – the Purchaser to [Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc .] (collectively, the "Underwriters"), pursuant to an Underwriting Agreement, between the Purchaser and the Underwriters, dated [______] (the "Underwriting Agreement"), and the [Class X, Class X-Y, Class B, Class _____________ dt 1715971
$99	Preview Full Doc	2008	Pooling and Servicing Agreement Pooling and Servicing Agreement (2,797K) Doc #3274045: Click preview link for longer preview. MORGAN STANLEY CAPITAL I INC., as Depositor, WELLS FARGO BANK, N.A., as General Master Servicer, LNR PARTNERS, INC., as General Special Servicer, NCB, FSB, as NCB Master Servicer, NATIONAL CONSUMER COOPERATIVE BANK, as Co-op Special Servicer and . . . 3274045	Sife Sife /Ta
$43	Preview Full Doc	2007	Stock Purchase Agreement Stock Purchase Agreement (17K) Doc #2791483: Click preview link for longer preview. STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 12, 2007 by and between Steel Partners II, L.P., a Delaware limited partnership (the "Seller"), and WHX Corporation, a Delaware corporation (the "Purchaser"). WITNESSETH: WHEREAS, the Seller owns 100 shares of common stock, $0.01 par value (individually, a "Share," and collectively, the "Shares"), of BZ Acquisition Corp., a Delaware corporation (the "Company"), constituting all of the . . . 2791483	Sife Sife /Ta ;	Bairnco Bairnco Corp. ( Plastic & Rubber ) As referenced in this Stock Purchase Agreement: Bairnco – outstanding shares of capital stock of the Company; WHEREAS, on June 22, 2006, the Seller and the Company commenced a tender offer to purchase all of the outstanding shares of Bairnco Corporation, a Delaware corporation ("Bairnco"), at $12.00 net per share in cash (as amended or supplemented from time to time, the "Offer"); WHEREAS, the Seller, the Company and Bairnco _____________ "Bairnco" – of the Company; WHEREAS, on June 22, 2006, the Seller and the Company commenced a tender offer to purchase all of the outstanding shares of Bairnco Corporation, a Delaware corporation ("Bairnco" ), at $12.00 net per share in cash (as amended or supplemented from time to time, the "Offer"); WHEREAS, the Seller, the Company and Bairnco entered into an Agreement _____________ Bairnco – Bairnco Corporation, a Delaware corporation ("Bairnco"), at $12.00 net per share in cash (as amended or supplemented from time to time, the "Offer"); WHEREAS, the Seller, the Company and Bairnco entered into an Agreement and Plan of Merger, dated as of February 23, 2007 (the "Merger Agreement"), providing, among other things, for an amendment to the Offer to increase the _____________ Bairnco – terms, subject to the Enforceability Exceptions (as defined in the Merger Agreement). The Seller is not aware of (i) any material inaccuracy in any of the representations or warranties of Bairnco contained in the Merger Agreement, (ii) any material breach by Bairnco of any covenants or agreements required to be performed by it under the Merger Agreement or (iii) the non- _____________ Bairnco – Agreement). The Seller is not aware of (i) any material inaccuracy in any of the representations or warranties of Bairnco contained in the Merger Agreement, (ii) any material breach by Bairnco of any covenants or agreements required to be performed by it under the Merger Agreement or (iii) the non-fulfillment of any of the conditions to the respective obligations of _____________ dt 1721486
$53	Preview Full Doc	2007	Subordinated Loan and Security Agreement Subordinated Loan and Security Agreement (100K) Doc #2791482: Click preview link for longer preview. SUBORDINATED LOAN AND SECURITY AGREEMENT DATED AS OF APRIL __, 2007 BETWEEN WHX CORPORATION AS BORROWER AND STEEL PARTNERS II, L.P., AS LENDER ******************************* TABLE OF CONTENTS (continued) . . . 2791482	Sife Sife /Ta ;	Bairnco Bairnco Corp. ( Plastic & Rubber ) As referenced in this Subordinated Loan and Security Agreement: Bairnco – Limitation on Agreements..........................22 SECTION 10.11. Severability......................................23 SECTION 10.12. Governing Law.....................................23 SECTION 10.13. SUBMISSION TO JURISDICTION; WAIVERS...............23 SECTION 10.14. Special Provisions Relating to Bairnco and the Bairnco Subsidiaries..............................24 SECTION 10.15. Execution in Counterparts.........................24 EXHIBITS: Exhibit A - Form of Note ii SUBORDINATED LOAN AND SECURITY AGREEMENT This Subordinated Loan and Security Agreement, _____________ Bairnco – 22 SECTION 10.11. Severability......................................23 SECTION 10.12. Governing Law.....................................23 SECTION 10.13. SUBMISSION TO JURISDICTION; WAIVERS...............23 SECTION 10.14. Special Provisions Relating to Bairnco and the Bairnco Subsidiaries..............................24 SECTION 10.15. Execution in Counterparts.........................24 EXHIBITS: Exhibit A - Form of Note ii SUBORDINATED LOAN AND SECURITY AGREEMENT This Subordinated Loan and Security Agreement, dated as of _____________ Bairnco – wholly owned subsidiary, BZ Acquisition Corp., a Delaware corporation ("BZ ACQUISITION"), for the purposes of BZ Acquisition acquiring (the "ACQUISITION") no less than 50% of the outstanding common stock of Bairnco Corporation, a Delaware Corporation ("BAIRNCO") through the shareholders of Bairnco tendering their Equity Interests (as defined herein) in Bairnco to BZ Acquisition for purchase and the subsequent merger of _____________ "BAIRNCO" – Corp., a Delaware corporation ("BZ ACQUISITION"), for the purposes of BZ Acquisition acquiring (the "ACQUISITION") no less than 50% of the outstanding common stock of Bairnco Corporation, a Delaware Corporation ("BAIRNCO" ) through the shareholders of Bairnco tendering their Equity Interests (as defined herein) in Bairnco to BZ Acquisition for purchase and the subsequent merger of BZ Acquisition with and into _____________ Bairnco – ACQUISITION"), for the purposes of BZ Acquisition acquiring (the "ACQUISITION") no less than 50% of the outstanding common stock of Bairnco Corporation, a Delaware Corporation ("BAIRNCO") through the shareholders of Bairnco tendering their Equity Interests (as defined herein) in Bairnco to BZ Acquisition for purchase and the subsequent merger of BZ Acquisition with and into Bairnco with Bairnco being the surviving _____________ dt 1721485
$54	Preview Full Doc	2007	Underwriting Agreement Underwriting Agreement (119K) Doc #2883953: Click preview link for longer preview. MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ13 UNDERWRITING AGREEMENT March 22, 2007 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Banc of America Securities LLC 214 North Tryon Street NC1-027-22-03 Charlotte, North Carolina 28255 Natixis Securities North America Inc. 9 West 57th Street, 36th Floor New York, New York 10019 Merrill Lynch, Pierce, Fenner . . . 2883953	Sife Sife /Ta ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Underwriting Agreement: Banc of America Securities LLC – 1 MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ13 UNDERWRITING AGREEMENT March 22, 2007 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Banc of America Securities LLC 214 North Tryon Street NC1-027-22-03 Charlotte, North Carolina 28255 Natixis Securities North America Inc. 9 West 57th Street, 36th Floor New York, New York 10019 Merrill _____________ Banc of America Securities LLC – Capital Markets, Inc. 303 Peachtree Street Atlanta, Georgia 30308 Ladies and Gentlemen: Morgan Stanley Capital I Inc., a Delaware corporation (the "Depositor"), proposes to sell to Morgan Stanley & Co. Incorporated, Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc. (together, the "Underwriters") the Commercial Mortgage Pass- _____________ Banc of America Securities LLC – directed to Morgan Stanley Capital I Inc., 1585 Broadway, New York, New York 10036, Attention: Cecilia Tarrant, with a copy to A.J. Sfarra, Facsimile No.: (212) 761-0748; to Banc of America Securities LLC , 214 North Tryon Street NC1-027-22-03 Charlotte, North Carolina 28255; to Natixis Securities North America Inc. shall be directed to Natixis Securities North America Inc., 9 West _____________ BANC OF AMERICA SECURITIES LLC – on following page] {PAGE} CONFIRMED AND ACCEPTED, as of the date first above written: MORGAN STANLEY & CO. INCORPORATED By: /s/ Warren H Friend ------------------------------------- Name: Warren H Friend Title: Vice President BANC OF AMERICA SECURITIES LLC By: /s/ John S Palmer ------------------------------------- Name: John S Palmer Title: Vice President MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ David M. Rodgers ------------------------------------- Name: David M. Rodgers Title: Authorized _____________ Banc of America Securities LLC – or complete. Any representation to the contrary is a criminal offense. -------------- Morgan Stanley & Co. Incorporated will act as sole lead manager and sole bookrunner with respect to the offered certificates. Banc of America Securities LLC , Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated (except with respect to the Class A-4 Certificates) and SunTrust Capital _____________ dt 1706699 ;	Suntrust Capital Suntrust Capital Markets, Inc. ( Financial ) As referenced in this Underwriting Agreement: SunTrust Capital Markets, Inc – Inc. 9 West 57th Street, 36th Floor New York, New York 10019 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center, North Tower New York, New York 10281-1315 SunTrust Capital Markets, Inc . 303 Peachtree Street Atlanta, Georgia 30308 Ladies and Gentlemen: Morgan Stanley Capital I Inc., a Delaware corporation (the "Depositor"), proposes to sell to Morgan Stanley & Co. Incorporated, Banc of _____________ SunTrust Capital Markets, Inc – to sell to Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Capital Markets, Inc . (together, the "Underwriters") the Commercial Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Certificates") pursuant to this Underwriting Agreement, dated March 22, 2007 (this "Agreement"), between the _____________ SunTrust Capital Markets, Inc – Robert Denicola, Esq., Office of the General Counsel, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, 4 World Financial Center, 12th Floor, 250 Vesey Street, New York, New York 10080; and to SunTrust Capital Markets, Inc ., 303 Peachtree Street, Atlanta, Georgia 30308, Attention: Robert Lumpris, with a copy to James Bennison; and as to any party, to such other address as may hereafter be furnished _____________ SUNTRUST CAPITAL MARKETS, INC – M. Rodgers Title: Authorized Signatory NATIXIS SECURITIES NORTH AMERICA INC. By: /s/ Barry Funt ------------------------------------- Name: Barry Funt Title: Managing Director By: /s/ Steve Gerstung ------------------------------------- Name: Steve Gerstung Title: Managing Director SUNTRUST CAPITAL MARKETS, INC . By: /s/ John Giegrich ------------------------------------- Name: John Giegrich Title: Managing Director {PAGE} ANNEX A The First Page of the Depositor's Free Writing Prospectus dated March 12, 2007 {PAGE} A. _____________ SunTrust Capital Markets, Inc – America Securities LLC, Natixis Securities North America Inc. (formerly IXIS Securities North America Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated (except with respect to the Class A-4 Certificates) and SunTrust Capital Markets, Inc . will act as co-managers with respect to the offered certificates. Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, Natixis Securities North America Inc., Merrill Lynch, Pierce, Fenner & _____________ dt 1715970
$47	Preview Full Doc	2008	Underwriting Agreement Underwriting Agreement (119K) Doc #3274044: Click preview link for longer preview. MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ13 UNDERWRITING AGREEMENT March 22, 2007 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Banc of America Securities LLC 214 North Tryon Street NC1-027-22-03 Charlotte, North Carolina 28255 Natixis Securities North America Inc. 9 West 57th Street, 36th Floor New York, New York 10019 Merrill Lynch, Pierce, Fenner . . . 3274044	Sife Sife /Ta

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