MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse First Boston LLC, a Delaware limited liability company (CSFB), and Column Financial, Inc., a Delaware corporation (Column and, collectively with Repo Counterparty and CSFB, the CSFB Parties).
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend to originate and/or purchase mortgage loans secured by skilled nursing facilities (the Loans) and subsequently securitize such Loans from time to time;
WHEREAS, CapitalSource Funding II LLC (CapitalSource Funding) and Repo Counterparty intend to enter into that certain Master Repurchase Agreement dated August 1, 2003 (the Repo Agreement) pursuant to which CapitalSource Funding will be able to finance the origination of certain of such Loans;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by CapitalSource eligible to be financed under the Repo Agreement and subsequently securitized;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by Column eligible for CapitalSource to purchase a subordinate participation interest and to be subsequently securitized;
WHEREAS, CapitalSource wishes to purchase certain securities issued in connection with the securitization of such Loans; and
WHEREAS, CapitalSource and the CSFB Parties wish to agree on certain other terms of the intended future securitizations of certain of such Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings:
Accrued Interest Amount shall mean, with respect to a Sub-pool Securitization, the aggregate amount of interest assumed to accrue on each class of securities assumed to be