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MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Agreement

MORTGAGE LOAN PURCHASE AGREEMENT | Document Parties: CREDIT SUISSE COMMERCIAL MORTGAGE TRUST SERIES 2007-C5 | CAPMARK FINANCE INC You are currently viewing:
This Mortgage Agreement involves

CREDIT SUISSE COMMERCIAL MORTGAGE TRUST SERIES 2007-C5 | CAPMARK FINANCE INC

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Title: MORTGAGE LOAN PURCHASE AGREEMENT
Governing Law: New York     Date: 11/27/2007
Law Firm: Cadwalader Wickersham    

MORTGAGE LOAN PURCHASE AGREEMENT, Parties: credit suisse commercial mortgage trust series 2007-c5 , capmark finance inc
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Exhibit 10.3

Capmark Mortgage Loan Purchase Agreement

See attached

<PAGE>

MORTGAGE LOAN PURCHASE AGREEMENT

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated

and effective as of November 1, 2007, between Capmark Finance Inc., a California

corporation ("Capmark"), as seller (in such capacity, together with its

successors and permitted assigns hereunder, the "Seller"), and Credit Suisse

First Boston Mortgage Securities Corp., a Delaware corporation (the

"Depositor"), as purchaser (in such capacity, together with its successors and

permitted assigns hereunder, the "Purchaser").

RECITALS

Capmark desires to sell, assign, transfer, set over and otherwise

convey to the Depositor, without recourse, and the Depositor desires to

purchase, subject to the terms and conditions set forth herein, the multifamily

and commercial mortgage loans (or, with respect to the Albers Mill Loan and the

Hilton-Ontario Loan, the related Loan REMIC Regular Interests) (collectively,

the "Mortgage Loans") identified on the schedule annexed hereto as Exhibit A

(the "Mortgage Loan Schedule"), as such schedule may be amended from time to

time pursuant to the terms hereof.

The Depositor intends to create a trust (the "Trust"), the primary

assets of which will be a segregated pool of multifamily and commercial mortgage

loans that includes the Mortgage Loans. Beneficial ownership of the assets of

the Trust (such assets collectively, the "Trust Fund") will be evidenced by the

Certificates (as defined below). Certain classes of the Certificates will be

rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill

Companies, Inc. and Fitch Ratings, Inc. (together, the "Rating Agencies"). The

Trust will be created and the Certificates will be issued pursuant to a pooling

and servicing agreement to be dated as of November 1, 2007 (the "Pooling and

Servicing Agreement"), among the Depositor, as depositor, Capmark Finance Inc.

and KeyCorp Real Estate Capital Markets Inc., as master servicers (each a

"Master Servicer" and collectively the "Master Servicers" ), Centerline

Servicing Inc., as special servicer (in such capacity, the "Special Servicer"),

and Wells Fargo Bank, N.A., as trustee (in such capacity, together with any

successor as trustee, the "Trustee"), relating to the issuance of Credit Suisse

First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through

Certificates, Series 2007-C5 (the "Certificates"). Capitalized terms used but

not otherwise defined herein shall have the respective meanings assigned to them

in the Pooling and Servicing Agreement as in full force and effect on the

Closing Date (as defined in Section 1 hereof). It is anticipated that the

Depositor will transfer the Mortgage Loans to the Trust contemporaneously with

its purchase of the Mortgage Loans hereunder.

The Depositor intends to sell certain classes of the Certificates

(collectively, the "Publicly Offered Certificates") to Credit Suisse Securities

(USA) LLC ("Credit Suisse Securities") and the other underwriters that are

parties to the Underwriting Agreement (as defined below) (collectively in such

capacity, the "Underwriters"), pursuant to an underwriting agreement dated as of

November 1, 2007 (the "Underwriting Agreement"), between the Depositor, Credit

Suisse Securities (USA) LLC, KeyBanc Capital Markets Inc. (other than with

respect to the Class A-4 Certificates), Capmark Securities Inc. and J.P. Morgan

Securities Inc.. The Depositor intends to sell certain classes of the remaining

Certificates (the "Privately Offered Certificates") to Credit Suisse Securities,

pursuant to a certificate purchase agreement dated as of November 1, 2007 (the

"Certificate Purchase Agreement"), between the Depositor and Credit Suisse

Securities (in such capacity, the "Initial Purchaser"). The Publicly Offered

Certificates are more fully described in a prospectus dated November 1, 2007

(the "Base Prospectus"), and the supplement to the Base Prospectus dated

November 1, 2007 (the "Prospectus Supplement"; and, together with the Base

Prospectus, the "Prospectus"), as each may be amended or supplemented at any

time hereafter. The Privately Offered Certificates are more fully described in a

confidential offering circular dated November 1, 2007 (the "Confidential

Offering Circular"), as it may be amended or supplemented at any time hereafter.

Capmark will indemnify the Depositor, Credit Suisse Securities (both

in its capacity as an Underwriter and in its capacity as the Initial Purchaser),

the other Underwriters and certain related parties with respect to the

disclosure regarding the Mortgage Loans contained in the Prospectus, the

Confidential Offering Circular and certain other disclosure documents and

offering materials relating to the Certificates, pursuant to an indemnification

agreement dated November 1, 2007 (the "Indemnification Agreement"), among

Capmark, the Depositor, Credit Suisse Securities (both in its capacity as an

Underwriter and in its capacity as the Initial Purchaser) and the other

Underwriters.

NOW, THEREFORE, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

SECTION 1 Agreement to Purchase. The Seller agrees to sell, assign,

transfer, set over and otherwise convey to the Purchaser, without recourse, and

the Purchaser agrees to purchase from the Seller, subject to the Seller's

transfer of the related servicing rights as provided in the Servicing Rights

Purchase Agreement dated as of November 1, 2007 (the "Servicing Rights Purchase

Agreement") between the Seller and Capmark Finance Inc. and subject to the terms

and conditions set forth herein, the Mortgage Loans, other than any rights of

the lender under the related Mortgage Loan Documents to establish and/or own a

successor borrower in connection with a defeasance of a Mortgage Loan. The

purchase and sale of the Mortgage Loans shall take place on November 14, 2007 or

such other date as shall be mutually acceptable to the parties hereto (the

"Closing Date"). As of the close of business on the respective Due Dates for the

Mortgage Loans in November 2007 (individually and collectively, the "Cut-off

Date"), the Mortgage Loans will have an aggregate principal balance, after

application of all payments of principal due on the Mortgage Loans on or before

the Cut-off Date, whether or not received, as set forth in the Mortgage Loan

Schedule attached hereto as Exhibit A. Seller shall sell to Depositor, and

Depositor shall purchase from Seller, the Mortgage Loans pursuant to this

Agreement for the Mortgage Loan Purchase Price (as defined herein), which

includes accrued interest on the Mortgage Loans at their respective Net Mortgage

Rates from and including the Cut-off Date to but not including the Closing Date,

and the Purchaser shall pay such purchase price to the Seller on the Closing

Date by wire transfer in immediately available funds to an account designated by

the Seller or by such other method as shall be mutually acceptable to the

parties hereto. The "Mortgage Loan Purchase Price" paid by Depositor shall be

equal to the amount that the Depositor and the Seller have mutually agreed upon.

SECTION 2 Conveyance of the Mortgage Loans.

(a) Effective as of the Closing Date, subject only to receipt of the

purchase price referred to in Section 1 hereof and the other conditions to the

Seller's obligations set forth herein, the Seller does hereby sell, assign,

transfer, set over and otherwise convey to the Purchaser, subject to the

Seller's transfer of the related servicing rights as provided in the Servicing

Rights Purchase Agreement, without recourse, all of the right, title and

interest of the Seller in and to the Mortgage Loans other than any rights of the

lender under the related Mortgage Loan Documents to establish and/or own a

successor borrower in connection with a defeasance of a Mortgage Loan.

(b) The Purchaser shall be entitled to receive all scheduled

payments of principal and interest due on the Mortgage Loans after the Cut-off

Date, and all other recoveries of principal and interest collected thereon after

the Cut-off Date (other than scheduled payments of principal and interest due on

the Mortgage Loans on or before the Cut-off Date and collected after the Cut-off

Date, which shall belong to the Seller).

(c) On or before the Closing Date, the Seller shall, at its expense,

subject to Section 19, deliver to and deposit with, or cause to be delivered to

and deposited with, the Purchaser or its designee the Mortgage File and any

Additional Collateral (other than reserve funds and escrow payments) with

respect to each Mortgage Loan; provided, however, that in connection with the

delivery of the Mortgage File, the original of each Letter of Credit (and any

related amendment or assignment), if any, shall be delivered to the applicable

Master Servicer and a copy thereof shall be delivered to the Trustee or its

designated Custodian. In addition, with respect to each Mortgage Loan as to

which any Additional Collateral is in the form of a Letter of Credit as of the

Closing Date, the Seller shall cause to be prepared, executed and delivered to

the issuer of each such Letter of Credit such notices, assignments and

acknowledgments as are required under such Letter of Credit to assign, without

recourse, to the Trustee (whether by actual assignment or by amendment of the

Letter of Credit) the Seller's rights as the beneficiary thereof and drawing

party thereunder. Unless the Purchaser notifies the Seller in writing to the

contrary, the designated recipient of the items described in the second

preceding sentence (subject to the proviso to that sentence), and the designated

beneficiary under each Letter of Credit referred to in the preceding sentence,

shall be the Trustee.

If the Seller cannot deliver on the Closing Date any original or

certified recorded or filed document or original policy of title insurance which

is to be delivered as part of the related Mortgage File for any Mortgage Loan

solely because the Seller is delayed in making such delivery by reason of the

fact that such original or certified recorded or filed document has not been

returned by the appropriate recording or filing office or such original policy

of title insurance has not yet been issued, then the Seller shall deliver such

documents to the Purchaser or its designee, promptly upon the Seller's receipt

thereof.

In addition, the Seller shall, at its expense, deliver to and

deposit with, or cause to be delivered to and deposited with, the Purchaser or

its designee, within three (3) Business Days after the Closing Date, the

following items (except to the extent that any of the following items are to be

retained by a subservicer that will continue to act on behalf of the Purchaser

or its designee): (i) originals or copies of all financial statements,

appraisals, environmental/ engineering reports, leases, rent rolls, third-party

underwriting reports, insurance policies, legal opinions, tenant estoppels and

any other documents that the Purchaser or its servicing agent reasonably deems

necessary to service the subject Mortgage Loan in the possession or under the

control of the Seller that relate to the Mortgage Loans, copies of all documents

required to be delivered by the Seller to the Purchaser or its designee as a

part of a Mortgage File and, to the extent they are not required to be a part of

a Mortgage File for any Mortgage Loan, originals or copies of all documents,

certificates and opinions in the possession or under the control of the Seller

that were delivered by or on behalf of the related Borrowers in connection with

the origination of the Mortgage Loans (provided that the Seller shall not be

required to deliver any attorney-client privileged communication or any other

documents or materials prepared by the Seller or its Affiliates solely for

internal credit analysis and/or other internal uses); and (ii) all unapplied

reserve funds and escrow payments in the possession or under the control of the

Seller that relate to the Mortgage Loans. Unless the Purchaser notifies the

Seller in writing to the contrary, the designated recipient of the items

described in clauses (i) and (ii) of the preceding sentence shall be the

applicable Master Servicer.

Notwithstanding the foregoing, if the Seller is unable to deliver

any Letter of Credit constituting Additional Collateral for any Mortgage Loan,

then the Seller may, in lieu thereof, deliver on behalf of the related Borrower,

to be used for the same purposes as such missing Letter of Credit either: (i) a

substitute letter of credit substantially comparable to, but in all cases in the

same amount and with the same draw conditions and renewal rights as, that Letter

of Credit and issued by an obligor that meets any criteria in the related

Mortgage Loan Documents applicable to the issuer of that Letter of Credit; or

(ii) a cash reserve in an amount equal to the amount of that Letter of Credit.

For purposes of the delivery requirements of this Section 2(c), any such

substitute letter of credit shall be deemed to be Additional Collateral of the

type covered by the first paragraph of this Section 2(c) and any such cash

reserve shall be deemed to be reserve funds of the type covered by the third

paragraph of this Section 2(c).

In connection with the foregoing paragraphs of this Section 2(c),

the Seller shall receive copies, or otherwise be the beneficiary, of all

certifications relating to the Mortgage Loans made and/or delivered by the

Trustee pursuant to Section 2.02(a) and Section 2.02(b) of the Pooling and

Servicing Agreement.

(d) The Seller shall be responsible for all reasonable fees and

out-of-pocket costs and expenses associated with recording and/or filing any and

all assignments and other instruments of transfer with respect to the Mortgage

Loans that are required to be recorded or filed, as the case may be, under the

Pooling and Servicing Agreement; provided that subject to the next paragraph,

the Seller shall not be responsible for actually recording or filing any such

assignments or other instruments of transfer. If the Seller receives written

notice that any such assignment or other instrument of transfer is lost or

returned unrecorded or unfiled, as the case may be, because of a defect therein,

the Seller shall prepare or cause the preparation of a substitute therefor or

cure such defect, as the case may be; provided that the cost of such preparation

shall be borne by the Purchaser if the loss or return is caused by the

Purchaser's negligence. The Seller shall provide the Purchaser or its designee

with a power of attorney to enable it or them to record any loan documents that

the Purchaser has been unable to record. Unless the Purchaser notifies the

Seller in writing to the contrary, the designated recipients of the power of

attorney referred to in the preceding sentence shall be the Trustee.

Notwithstanding the immediately preceding paragraph, the Seller may,

at its sole cost and expense, engage a third-party contractor to prepare or

complete in proper form for filing and recording any and all of the assignments

and other instruments described in the immediately preceding paragraph,

including assignments of UCC Financing Statements, with respect to the Mortgage

Loans, to submit such assignments and instruments for filing and recording, as

the case may be, in the applicable public filing and recording offices and to

deliver such assignments and instruments to the Trustee or its designee as such

assignments and other instruments (or certified copies thereof) are received

from the applicable filing and recording offices with evidence of such filing

and recording indicated thereon. However, in the event the Seller engages a

third-party contractor as contemplated in the immediately preceding sentence,

the rights, duties and obligation of the Seller pursuant to this Agreement

remain binding on the Seller.

(e) Upon the sale of Certificates representing at least 10% of the

total principal balance of all the Certificates to unaffiliated third parties,

the Seller shall, under GAAP, report its transfer of the Mortgage Loans to the

Purchaser, as provided herein, as a sale of the Mortgage Loans to the Purchaser

in exchange for the consideration specified in Section 1 hereof. In connection

with the foregoing, upon sale of Certificates representing at least 10% of the

total principal balance of all the Certificates to unaffiliated third parties,

the Seller shall cause all of its financial and accounting records to reflect

such transfer as a sale (as opposed to a secured loan).

(f) After the Seller's transfer of the Mortgage Loans to the

Purchaser, as provided herein, the Seller shall not take any action inconsistent

with the Purchaser's ownership of the Mortgage Loans. Except for actions that

are the express responsibility of another party hereunder or under the Pooling

and Servicing Agreement, and further except for actions that the Seller is

expressly permitted to complete subsequent to the Closing Date, the Seller

shall, on or before the Closing Date, take all actions required under applicable

law to effectuate the transfer of the Mortgage Loans by the Seller to the

Purchaser.

SECTION 3 Examination of Mortgage Loan Files and Due Diligence

Review. The Seller shall reasonably cooperate with any examination of the

Mortgage Files for, and any other documents and records relating to, the

Mortgage Loans that may be undertaken by or on behalf of the Purchaser. The fact

that the Purchaser has conducted or has failed to conduct any partial or

complete examination of any of the Mortgage Files for, and/or any of such other

documents and records relating to, the Mortgage Loans, shall not affect the

Purchaser's right to pursue any remedy available in equity or at law for a

breach of the Seller's representations and warranties made pursuant to Section 4

(subject, however, to Section 7).

SECTION 4 Representations, Warranties and Covenants of the Seller

and the Purchaser.

(a) The Seller hereby makes, as of the date hereof, to and for the

benefit of the Purchaser, each of the representations and warranties set forth

in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for

the benefit of the Seller, each of the representations and warranties set forth

in Exhibit B-2.

(b) The Seller hereby makes, as of the date hereof (or as of such

other date specifically provided in the particular representation or warranty),

to and for the benefit of the Purchaser, with respect to each Mortgage Loan,

each of the representations and warranties set forth in Exhibit C, subject,

however, to the exceptions set forth in Schedule C-1 hereto and Section 19.

(c) The Seller hereby represents and warrants, as of the date

hereof, to and for the benefit of the Depositor only, that the Seller has not

dealt with any broker, investment banker, agent or other person (other than the

Depositor, Credit Suisse Securities and the other Underwriters) who may be

entitled to any commission or compensation in connection with the sale to the

Purchaser of the Mortgage Loans.

(d) The Seller hereby agrees that it shall be deemed to make, as of

the date of substitution, to and for the benefit of the Purchaser, with respect

to any replacement mortgage loan (a "Replacement Mortgage Loan") that is

substituted for a defective Mortgage Loan pursuant to Section 7 of this

Agreement, each of the representations and warranties set forth in Exhibit C

(subject to any exceptions disclosed at such time) (with references in such

exhibits to "Closing Date" being deemed to be references to the "date of

substitution," references in such exhibits to "Cut-off Date" being deemed to be

references to the "most recent Due Date for the subject Replacement Mortgage

Loan on or before the date of substitution" and references in such exhibits to

"November 2007" and "April 2007" being deemed to be references to the "month of

substitution" and the "month preceding the month of substitution,"

respectively). From and after the date of substitution, each Replacement

Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder

for all purposes.

(e) It is understood and agreed that the representations and

warranties set forth in or made pursuant to this Section 4 shall survive

delivery of the respective Mortgage Files to the Purchaser or its designee and

shall inure to the benefit of the Purchaser for so long as any of the Mortgage

Loans remain outstanding, notwithstanding any restrictive or qualified

endorsement or assignment.

(f) At the Time of Sale (as defined in the Indemnification

Agreement), the information set forth in any Disclosure Information (as defined

in the Indemnification Agreement), as last forwarded to each prospective

investor at or prior to the date on which a contract for sale was entered into

with such prospective investor, (i) does not contain any untrue statement of a

material fact or omit to state any material fact necessary to make the

statements therein, in light of the circumstances under which they were made,

not misleading and (ii) complies with the requirements of and contains all of

the applicable information required by Regulation AB (as defined in the

Indemnification Agreement); but only to the extent that (i) such information

regards the Mortgage Loans and is contained in the Master Tape (as defined in

the Indemnification Agreement) or, to the extent consistent therewith, the

Diskette (as defined in the Indemnification Agreement) or (ii) such information

regarding the Seller or the Mortgage Loans was contained in the Confidential

Offering Circular or the Prospectus Supplement under the headings "Summary of

Prospectus Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan

Sellers," "--Relevant Parties/Entities--Originators," "--The Underlying Mortgage

Loans" and "--Source of the Underlying Mortgage Loans," "Risk Factors,"

"Description of the Sponsors and Mortgage Loan Sellers" and "Description of the

Underlying Mortgage Loans" and such information does not represent an incorrect

restatement or an incorrect aggregation of correct information regarding the

Mortgage Loans contained in the Master Tape (as defined in the Indemnification

Agreement); provided that, the Seller makes no representation or warranty to the

extent that any such untrue statement or omission or alleged untrue statement or

omission was made as a result of an error in the manipulation of, or an error in

any calculations based upon, or an error in any aggregation (other than an

aggregation made in the Master Tape by the Seller) of, the numerical, financial

and/or statistical information regarding the Mortgage Loan Seller Information

(as defined in the Indemnification Agreement).

SECTION 5 Closing Documents. The Closing Documents shall consist of

the following:

(i) this Agreement, duly executed by the Purchaser and the Seller;

(ii) each of the Pooling and Servicing Agreement and the

Indemnification Agreement, duly executed by the respective parties

thereto;

(iii) an Officer's Certificate substantially in the form of Exhibit

D-1 hereto, executed by the Secretary or an Assistant Secretary of the

Seller, in his or her individual capacity on behalf of the Seller, and

dated the Closing Date, and upon which the Depositor, Credit Suisse

Securities, the other Underwriters and the Rating Agencies (collectively,

for purposes of this Section 5, the "Interested Parties") may rely,

attaching thereto as exhibits (A) the resolutions of the board of

directors of the Seller authorizing the Seller's entering into the

transactions contemplated by this Agreement and (B) the organizational

documents of the Seller;

(iv) a certificate of good standing with respect to the Seller

issued by the Secretary of State of the State of California not earlier

than 30 days prior to the Closing Date, and upon which the Interested

Parties may rely;

(v) a Certificate of the Seller substantially in the form of Exhibit

D-2 hereto, executed by an executive officer of the Seller on the Seller's

behalf and dated the Closing Date, and upon which the Interested Parties

may rely;

(vi) a written opinion or opinions of counsel for the Seller (which

may include an opinion of in-house counsel), dated the Closing Date and

addressed to the Interested Parties and the respective parties to the

Pooling and Servicing Agreement, which opinion shall be in form reasonably

acceptable to the Purchaser and shall cover such corporate and other

matters as shall be reasonably required by the Purchaser;

(vii) one or more comfort letters from Ernst & Young LLP, certified

public accountants, dated the date of any preliminary Prospectus

Supplement and of the Prospectus Supplement, respectively, and addressed

to, and in form and substance acceptable to, the Depositor, Credit Suisse

Securities, the other Underwriters and their respective counsel, stating

in effect that, using the assumptions and methodology used by the

Depositor, all of which shall be described in such letters, they have

recalculated such numbers and percentages relating to the Mortgage Loans

set forth in any preliminary Prospectus Supplement and the Prospectus

Supplement, compared the results of their calculations to the

corresponding items in any preliminary Prospectus Supplement and the

Prospectus Supplement, respectively, and found each such number and

percentage set forth in any preliminary Prospectus Supplement and the

Prospectus Supplement, respectively, to be in agreement with the results

of such calculations;

(viii) such further certificates, opinions and documents as the

Purchaser may reasonably request or any Rating Agency may require;

(ix) a written certificate or certificates of the Purchaser dated

the Closing Date in form acceptable to the Seller confirming the

Purchaser's representations and warranties in Section 4 of this Agreement

as of the Closing Date, with the resolutions of the Purchaser authorizing

the transactions set forth herein, together with copies of the

organizational documents and certificate of good standing dated not

earlier than 30 days prior to the Closing Date of the Purchaser; and

(x) such other certificates of the Purchaser's officers, such

opinions of the Purchaser's counsel (which may include in-house counsel)

and such other documents required to evidence fulfillment of the

conditions set forth in this Agreement as the Seller or its counsel may

reasonably request.

SECTION 6 Closing. The closing of the sale of the Mortgage Loans

(the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft

LLP, One World Financial Center, New York, New York 10281, or at such other

location as agreed upon between the parties hereto, at 10:00 a.m., New York City

time, on the Closing Date.

The Closing shall be subject to each of the following conditions:

(i) all of the representations and warranties of each of the Seller

and the Purchaser made pursuant to Section 4 of this Agreement (subject,

in the case of the Seller, to the exceptions set forth in Schedule C-1

hereto) shall be true and correct in all material respects as of the

Closing Date;

(ii) all documents specified in Section 5 of this Agreement (the

"Closing Documents"), in such forms as are agreed upon and reasonably

acceptable to the Purchaser and, in the case of the Pooling and Servicing

Agreement (insofar as such Agreement affects the obligations of the Seller

hereunder), to the Seller, shall be duly executed and delivered by all

signatories as required pursuant to the respective terms thereof;

(iii) the Seller shall have delivered and released to the Purchaser

or its designee, all documents, funds and other assets required to be

delivered thereto on or before the Closing Date pursuant to Section 2 of

this Agreement;

(iv) the result of any examination of the Mortgage Files for, and

any other documents and records relating to, the Mortgage Loans performed

by or on behalf of the Purchaser pursuant to Section 3 hereof shall be

satisfactory to the Purchaser in its reasonable determination;

(v) all other terms and conditions of this Agreement required to be

complied with on or before the Closing Date shall have been complied with

in all material respects, and the Seller shall have the ability to comply

with all terms and conditions and perform all duties and obligations

required to be complied with or performed by it after the Closing Date;

(vi) the Seller shall have paid all fees and expenses payable by it

to the Purchaser or otherwise pursuant to this Agreement;

(vii) the Seller shall have received the purchase price for the

Mortgage Loans, as contemplated by Section 1; and

(viii) neither the Underwriting Agreement nor the Certificate

Purchase Agreement shall have been terminated in accordance with its

terms.

Both parties agree to use their commercially reasonable best efforts

to perform their respective obligations hereunder in a manner that will enable

the Purchaser to purchase the Mortgage Loans on the Closing Date.

SECTION 7 Obligations of Seller. Each of the representations and

warranties contained in or required to be made by Seller pursuant to Section 4

of this Agreement shall survive the sale of the Mortgage Loans and shall

continue in full force and effect, notwithstanding any restrictive or qualified

endorsement on the Notes and notwithstanding subsequent termination of this

Agreement or the Pooling and Servicing Agreement. The representations and

warranties contained in or required to be made by Seller pursuant to Section 4

of this Agreement shall not be impaired by any review or examination of the

Mortgage Files or other documents evidencing or relating to the Mortgage Loans

or any failure on the part of Depositor to review or examine such documents and

shall inure to the benefit of the initial transferee of the Mortgage Loans from

Depositor including, without limitation, the Trustee for the benefit of the

Holders of the Certificates, notwithstanding any restrictive or qualified

endorsement on any Note, assignment of Mortgage or reassignment of Assignment of

Leases but shall not inure to the benefit of any subsequent transferee

thereafter.

If the Seller receives notice of a breach of any of the

representations or warranties contained in Exhibit C hereto and made by the

Seller with respect to any Mortgage Loan listed on Exhibit A hereto, as of the

date hereof in Section 4(b) or as of the Closing Date, or with respect to any

Replacement Mortgage Loan, as of the date of substitution pursuant to Section

4(d) (in any such case, a "Breach"), or receives notice that (A) any document

required to be included in the Mortgage File related to any Mortgage Loan is not

in the Trustee's possession within the time period required herein or (B) such

document has not been properly executed or is otherwise defective on its face

(the circumstances in the foregoing clauses (A) and (B), in each case, a

"Defect" (including the "Defects" described below) in the related Mortgage

File), and if such Breach or Defect, as the case may be, materially and

adversely affects the value of the related Mortgage Loan or any successor REO

Loan or the interests of the Certificateholders therein (any Breach or Defect

that materially and adversely affects the value of the related Mortgage Loan or

the interests of the Certificateholders therein, a "Material Breach" and a

"Material Defect", respectively), then the Seller shall, upon request of the

Depositor, the Trustee, the Master Servicer or the Special Servicer, not later

than the earlier of 90 days from the receipt by the Seller of such request

(subject to the second succeeding paragraph, the "Initial Resolution Period"):

(i) cure such Material Breach or Material Defect, as the case may be, in all

material respects; (ii) repurchase the affected Mortgage Loan at the applicable

Purchase Price (as defined in the Pooling and Servicing Agreement); or (iii)

substitute, in accordance with the Pooling and Servicing Agreement, one or more

Qualified Substitute Mortgage Loans (as defined in the Pooling and Servicing

Agreement) for such affected Mortgage Loan (provided that in no event shall any

substitution occur later than the second anniversary of the Closing Date) and

pay the Master Servicer for deposit into the Collection Account any Substitution

Shortfall Amount (as defined in the Pooling and Servicing Agreement) in

connection therewith; provided, however, that if (i) such Material Breach or

Material Defect is capable of being cured but not within the Initial Resolution

Period, (ii) such Material Breach or Material Defect does not cause the related

Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section

860G(a) 3) of the Code), (iii) the Seller has commenced and is diligently

proceeding with the cure of such Material Breach or Material Defect within the

Initial Resolution Period and (iv) the Seller has delivered to the Rating

Agencies, the Master Servicer, the Special Servicer and the Trustee an Officer's

Certificate that describes the reasons that the cure was not effected within the

Initial Resolution Period and the actions that it proposes to take to effect the

cure and that states that it anticipates the cure will be effected within the

additional 90-day period, then the Seller shall have an additional 90 days to

cure such Material Defect or Material Breach. With respect to any substitution

of one or more Qualified Substitute Mortgage Loans for a Mortgage Loan

hereunder, (A) no such substitution may be made in any calendar month after the

Determination Date for such month; (B) scheduled payments of principal and

interest due with respect to the Qualified Substitute Mortgage Loan(s) after the

related date of substitution shall be part of the Trust Fund; and (C) scheduled

payments of principal and interest due with respect to such Qualified Substitute

Mortgage Loan(s) on or prior to the related date of substitution shall not be

part of the Trust Fund, and the Seller shall be entitled to receive such

payments promptly following receipt by the Master Servicer or Special Servicer,

as applicable, under the Pooling and Servicing Agreement.

Any of the following will cause a document in the Mortgage File to

be deemed to have a "Defect" and to be conclusively presumed to materially and

adversely affect the interests of Certificateholders in and the value of a

Mortgage Loan: (a) the absence from the Mortgage File of the original signed

Note, unless the Mortgage File contains a signed lost note affidavit and

indemnity; (b) the absence from the Mortgage File of the original signed

Mortgage, unless there is included in the Mortgage File a certified copy of the

Mortgage as recorded or as sent for recordation, together with a certificate

stating that the original signed Mortgage was sent for recordation, or a copy of

the Mortgage and the related recording information; (c) the absence from the

Mortgage File of the item called for by paragraph (ix) of the definition of

Mortgage File in Section 1.01 of the Pooling and Servicing Agreement; (d) the

absence from the Mortgage File of any intervening assignments required to create

an effective assignment to the Trustee on behalf of the Trust, unless there is

included in the Mortgage File a certified copy of the intervening assignment and

a certificate stating that the original intervening assignments were sent for

recordation; (e) the absence from the Mortgage File of any required original

letter of credit, provided that such Defect may be cured by any substitute

letter of credit or cash reserve on behalf of the related Borrower; or (f) the

absence from the Mortgage File of the original or a copy of any required ground

lease. The absence of a document checklist from a Mortgage File shall in no

event constitute a Material Defect.

Any Defect or Breach which causes any Mortgage Loan not to be a

"qualified mortgage" (within the meaning of Section 860G(a) 3) of the Code)

shall be deemed to materially and adversely affect the interest of

Certificateholders therein and the Initial Resolution Period for the affected

Mortgage Loan shall be 90 days following the earlier of (a) notice to Seller of

the discovery of such Defect or Breach by any party to the Pooling and Servicing

Agreement or (b) Seller's discovery of such Defect or Breach (which period shall

not be subject to extension).

If the Seller does not, as required by this Section 7, correct or

cure a Material Breach or a Material Defect in all material respects within the

applicable Initial Resolution Period (as extended pursuant to this Section 7),

or if such Breach or Defect is not capable of being so corrected or cured within

such period, then the Seller shall purchase or substitute for the affected

Mortgage Loan as provided in this Section 7. If (i) any Mortgage Loan is

required to be repurchased or substituted for as provided above, (ii) such

Mortgage Loan is a Crossed Mortgage Loan that is a part of a Mortgage Group (as

defined below) and (iii) the applicable Breach or Defect does not constitute a

Breach or Defect, as the case may be, as to any other Crossed Mortgage Loan in

such Mortgage Group (without regard to this paragraph), then the applicable

Breach or Defect, as the case may be, will be deemed to constitute a Breach or

Defect, as the case may be, as to any other Crossed Mortgage Loan in the

Mortgage Group for purposes of the above provisions, and the Seller will be

required to repurchase or substitute for such other Crossed Mortgage Loan(s) in

the related Mortgage Group in accordance with the provisions of this Section 7

unless the Crossed Mortgage Loan Repurchase Criteria would be satisfied if

Seller were to repurchase or substitute for only the affected Crossed Mortgage

Loans as to which a Material Breach or Material Defect had occurred without

regard to this paragraph, and in the case of either such repurchase or

substitution, all of the other requirements set forth in the Pooling and

Servicing Agreement applicable to a repurchase or substitution, as the case may

be, would be so satisfied. In the event that the Crossed Mortgage Loan

Repurchase Criteria would be so satisfied, the Mortgage Loan Seller may elect

either to repurchase or substitute for only the affected Crossed Mortgage Loan

as to which the Material Defect or Material Breach exists or to repurchase or

substitute for the aggregated Crossed Mortgage Loans. The determination of the

Special Servicer as to whether the Crossed Mortgage Loan Repurchase Criteria

have been satisfied shall be conclusive and binding in the absence of manifest

error. In the event that one or more of such other Crossed Mortgage Loans

satisfy the Crossed Mortgage Loan Repurchase Criteria, the Seller may elect

either to repurchase or substitute for only the affected Crossed Mortgage Loan

as to which the related Breach or Defect exists or to repurchase or substitute

for all of the Crossed Mortgage Loans in the related Mortgage Group. The Seller

shall be responsible for the cost of (and, if so directed by the Special

Servicer, obtaining) any Appraisal required for the Special Servicer to

determine if the Crossed Mortgage Loan Repurchase Criteria have been satisfied,

so long as the scope and cost of such Appraisal has been approved by the Seller

(such approval not to be unreasonably withheld). For purposes of this paragraph,

a "Mortgage Group" is any group of Mortgage Loans identified as a Mortgage Group

on Schedule III to this Agreement.

Notwithstanding the foregoing, if there is a Material Breach or

Material Defect with respect to one or more Mortgaged Properties (but not all of

the Mortgaged Properties) with respect to a Mortgage Loan, the Seller will not

be obligated to repurchase or substitute for the entire Mortgage Loan if the

Mortgaged Loan may, pursuant to the terms of the related Mortgage Loan

Documents, be severed to allow for the repurchase of a portion of the Mortgage

Loan representing the affected Mortgaged Property and the Mortgage Loan

remaining after such severance satisfies the requirements, if any, set forth in

the Mortgage Loan Documents and (i) the Seller provides an opinion of counsel to

the effect that such partial release would not cause an Adverse REMIC Event (as

defined in the Pooling and Servicing Agreement) to occur, (ii) such Seller pays

(or causes to be paid) the applicable release price required under the Mortgage

Loan Documents and, to the extent not reimbursable out of the release price

pursuant to the related Mortgage Loan Documents, any additional amounts

necessary to cover all reasonable out-of-pocket expenses reasonably incurred by

the Master Servicer, the Special Servicer, the Trustee or the Trust Fund in

connection therewith, including any unreimbursed advances and interest thereon

made with respect to the Mortgaged Property that is being released, and (iii)

such cure by release of such Mortgaged Property is effected within the time

periods specified for cure of a Material Breach or Material Defect in this

Section 7.

The Purchase Price or Substitution Shortfall Amount for any

repurchased or substituted Mortgage Loan shall be payable to the Depositor or,

subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee

as its assignee, by wire transfer of immediately available funds to the account

designated by the Depositor or the Trustee, as the case may be, and the

Depositor or the Trustee, as the case may be, upon receipt of such funds (and,

in the case of a substitution, the Mortgage File(s) for the related Qualified

Substitute Mortgage Loans), shall promptly release the related Mortgage File and

Servicer File (and all other documents pertaining to such Mortgage Loan

possessed by the Depositor or the Trustee, as applicable, or on its behalf, but

excluding any draft documents, attorney/client privileged communications and

documents prepared by the Depositor or the Trustee, as applicable, or any of its

Affiliates solely for internal communication) or cause them to be released, to

Seller and shall execute and deliver such instruments of transfer, endorsement

or assignment as shall be necessary to vest in the Seller the legal and

beneficial ownership of such Mortgage Loan (including any property acquired in

respect thereof or proceeds of any insurance policy with respect thereto) and

the related Mortgage Loan Documents and shall deliver to Seller any escrow

payments and reserve funds held by it, or on its behalf, with respect to such

repurchased or replaced Mortgage Loan.

It is understood and agreed that the obligations of the Seller set

forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan

listed on Exhibit A hereto constitute the sole remedies available to the

Depositor and its successors and assigns against Seller respecting any Breach or

Defect affecting such Mortgage Loan.

SECTION 8 Costs. Whether or not this Agreement is terminated, except

to the extent otherwise specifically provided in this Agreement, the costs and

expenses incurred in connection with the transactions herein contemplated shall

be allocated between the parties hereto as provided in any terms letter

agreement or other agreement between them which pertains to such transactions.

SECTION 9 Notices. All demands, notices and communications hereunder

shall be in writing, shall be effective only upon receipt by the Purchaser or

the Seller, as applicable, and shall be personally delivered, mailed, by

registered mail, postage prepaid, delivered by overnight mail or courier

service, or transmitted by facsimile and confirmed to the sender and (a) if to

the Purchaser, addressed to the Purchaser at 11 Madison Avenue, 5th Floor, New

York, New York 10010, Attention: Edmond Taylor, with a copy to Casey McCutcheon,

Esq., Legal & Compliance Department, Telecopy No.: (917) 326-8433, or such other

address or telecopy number as may be designated by the Purchaser to the Seller

in writing, or (b) if to the Seller, addressed to the Seller at 116 Welsh Road,

Horsham, Pennsylvania 19044, Attention: David M. Lazarus, Telecopy No.: (215)

328-1775, or such other address as may be designated by the Seller to the

Purchaser in writing.]

SECTION 10 Notice of Exchange Act Reportable Events. The Seller

hereby agrees to deliver to the Depositor and the Trustee the disclosure

required as to the Seller itself under Items 1117 and 1119 of Regulation AB and

Item 1.03 to Form 8-K. The Seller shall use commercially reasonable efforts to

deliver proposed disclosure language relating to any such event described under

Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee

and the Depositor within one (1) Business Day of become aware of such event

giving rise to such disclosure and in any event no later than two (2) Business

Days of the Seller becoming aware of such event. The obligation of the Seller to

provide the above-referenced disclosure materials will terminate upon the filing

of the Form 15 with respect to the Trust Fund as to that fiscal year in

accordance with Section 12.10(a) of the Pooling and Servicing Agreement. The

Seller hereby acknowledges that the information to be provided by it pursuant to

this Section will be used in the preparation of reports meeting the reporting

requirements of the Trust under Section 13(a) and/or Section 15(d) of the

Exchange Act.

SECTION 11 Miscellaneous. Neither this Agreement nor any term or

provision hereof may be changed, waived, discharged or terminated except by a

writing signed by a duly authorized officer of the party against whom

enforcement of such change, waiver, discharge or termination is sought to be

enforced. This Agreement may be executed in any number of counterparts (and by

each of the parties hereto on different counterparts), each of which shall for

all purposes be deemed to be an original and all of which shall together

constitute but one and the same instrument. This Agreement will inure to the

benefit of and be binding upon the parties hereto and their respective

successors and permitted assigns, and no other person will have any right or

obligation hereunder. Notwithstanding any contrary provision of this Agreement

or the Pooling and Servicing Agreement, the Purchaser shall not consent to any

amendment of the Pooling and Servicing Agreement which will increase the

obligations of, or otherwise adversely affect, the Seller, without the consent

of the Seller.

SECTION 12 Characterization. The parties hereto agree that it is

their express intent that the conveyance contemplated by this Agreement be, and

be treated for all purposes as, a sale by the Seller of all the Seller's right,

title and interest in and to the Mortgage Loans. The parties hereto further

agree that it is not their intention that such conveyance be a pledge of the

Mortgage Loans by the Seller to secure a debt or other obligation of the Seller.

However, in the event that, notwithstanding the intent of the parties, the

Mortgage Loans are held to continue to be property of the Seller, then: (a) this

Agreement shall be deemed to be a security agreement under applicable law; (b)

the transfer of the Mortgage Loans provided for herein shall be deemed to be a

grant by the Seller to the Purchaser of a first priority security interest in

all of the Seller's right, title and interest in and to the Mortgage Loans and

all amounts payable to the holder(s) of the Mortgage Loans in accordance with

the terms thereof (other than scheduled payments of interest and principal due

on or before the Cut-off Date) and all proceeds of the conversion, voluntary or

involuntary, of the foregoing into cash, instruments, securities or other

property; (c) the assignment by the Depositor to the Trustee of its interests in

the Mortgage Loans as contemplated by Section 17 hereof shall be deemed to be an

assignment of any security interest created hereunder; (d) the possession by the

Purchaser of the related Mortgage Notes and such other items of property as

constitute instruments, money, negotiable documents or chattel paper shall be

deemed to be "possession by the secured party" for purposes of perfecting the

Purchaser's security interest under applicable law; and (e) notifications to,

and acknowledgments, receipts or confirmations from, persons or entities holding

such property, shall be deemed notifications to, or acknowledgments, receipts or

confirmations from, bailees or agents (as applicable) of the Purchaser for the

purpose of perfecting such security interest under applicable law. The Seller

and the Purchaser shall, to the extent consistent with this Agreement, take such

actions as may be necessary to ensure that, if this Agreement were deemed to

create a security interest in the Mortgage Loans, such security interest would

be a perfected security interest of first priority under applicable law and will

be maintained as such throughout the term of this Agreement and the Pooling and

Servicing Agreement. In connection with the foregoing, the Seller authorizes the

Purchaser to execute and file such UCC financing statements as the Purchaser may

deem necessary or appropriate to accomplish the foregoing.

SECTION 13 Representations, Warranties and Agreements to Survive

Delivery. All representations, warranties and agreements contained in this

Agreement, incorporated herein by reference or contained in the certificates of

officers of the Seller delivered pursuant hereto, shall remain operative and in

full force and effect and shall survive delivery of the Mortgage Loans by the

Seller to the Purchaser, notwithstanding (1) any restrictive or qualified

endorsement or assignment in respect of any Mortgage Loan or (2) any termination

of this Agreement prior to Closing.

SECTION 14 Severability of Provisions. Any part, provision,

representation, warranty or covenant of this Agreement that is prohibited or is

held to be void or unenforceable shall be ineffective to the extent of such

prohibition or unenforceability without invalidating the remaining provisions

hereof. Any part, provision, representation, warranty or covenant of this

Agreement that is prohibited or is held to be void or unenforceable in any

particular jurisdiction shall, as to such jurisdiction, be ineffective to the

extent of such prohibition or unenforceability without invalidating the

remaining provisions hereof, and any such prohibition or unenforceability in any

particular jurisdiction shall not invalidate or render unenforceable such

provision in any other jurisdiction. To the extent permitted by applicable law,

the parties hereto waive any provision of law which prohibits or renders void or

unenforceable any provision hereof.

SECTION 15 GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT

WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF

NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY

IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE

PURCHASER AND THE SELLER HEREBY IRREVOCABLY (I) SUBMIT TO THE JURISDICTION OF

ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO

MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREE THAT ALL CLAIMS

WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH

NEW YORK STATE OR FEDERAL COURTS; (III) WAIVE, TO THE FULLEST POSSIBLE EXTENT,

THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREE THAT A FINAL JUDGMENT IN

ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER

JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

SECTION 16 Further Assurances. The Seller and the Purchaser agree to

execute and deliver such instruments and take such further actions as the other

party may, from time to time, reasonably request in order to effectuate the

purposes and to carry out the terms of this Agreement.

SECTION 17 Successors and Assigns. The rights and obligations of the

Seller under this Agreement shall not be assigned by the Seller without the

prior written consent of the Purchaser, except that any person into which the

Seller may be merged or consolidated, or any corporation resulting from any

merger, conversion or consolidation to which the Seller is a party, or any

person succeeding to all or substantially all of the business of the Seller,

shall be the successor to the Seller hereunder. In connection with its transfer

of the Mortgage Loans to the Trust as contemplated by the recitals hereto, the

Depositor is expressly authorized to assign its rights and obligations under

this Agreement, in whole or in part, to the Trustee for the benefit of the

registered holders and beneficial owners of the Certificates. To the extent of

any such assignment, the Trustee, for the benefit of the registered holders and

beneficial owners of the Certificates, shall be the Purchaser hereunder.

Notwithstanding any provision of this Agreement to the contrary, the Trustee

shall have no authority or right to assign or transfer its rights and

obligations under this Agreement, in whole or in part, to any other Person

(other than a successor Trustee), regardless of whether such assignment or

transfer is made in connection with the transfer of any Mortgage Loan by the

Trust as contemplated by the terms of the Pooling and Servicing Agreement, or

otherwise; provided, however, that the Trustee, for the benefit of the

registered holders and beneficial owners of the Certificates, is expressly

authorized to assign its rights and obligations under this Agreement with

respect to any Defaulted Mortgage Loan (as defined in Pooling and Servicing

Agreement) to the Majority Controlling Class Certificateholder (as defined in

the Pooling and Servicing Agreement) or its assignee in connection with its or

such assignee's purchase of such Mortgage Loan pursuant to Section 3.18(b) of

the Pooling and Servicing Agreement. Subject to the foregoing, this Agreement

shall bind and inure to the benefit of and be enforceable by the Seller and the

Purchaser, and their respective successors and permitted assigns.

SECTION 18 Information. The Seller shall, for the purpose of

facilitating the issuance and sale of the Certificates by the Depositor, provide

the Purchaser with such information about the Seller, the Mortgage Loans and the

Seller's underwriting and servicing procedures as is (i) customary in commercial

mortgage loan securitization transactions, (ii) required by a Rating Agency or a

governmental agency or body or (iii) reasonably requested by the Purchaser for

use in a public or private disclosure document.

SECTION 19 Cross-Collateralized Mortgage Loans. Notwithstanding

anything herein to the contrary, it is hereby acknowledged that certain groups

of Mortgage Loans are, in the case of each such particular group of Mortgage

Loans (each, a "Cross-Collateralized Group"), by their terms, cross-defaulted

and cross-collateralized. Each Cross-Collateralized Group is identified on the

Mortgage Loan Schedule. For purposes of reference, the Mortgaged Property that

relates or corresponds to any of the Mortgage Loans referred to in this Section

19 shall be the property identified in the Mortgage Loan Schedule as

corresponding thereto. The provisions of this Agreement, including, without

limitation, each of the representations and warranties set forth in Exhibit C

hereto and each of the capitalized terms used herein but defined in the Pooling

and Servicing Agreement, shall be interpreted in a manner consistent with this

Section 19. In addition, if there exists with respect to any

Cross-Collateralized Group only one original or certified copy of any document

referred to in the definition of "Mortgage File" in the Pooling and Servicing

Agreement and covering all the Mortgage Loans in such Cross-Collateralized

Group, the inclusion of the original or certified copy of such document in the

Mortgage File for any of the Mortgage Loans constituting a part of such

Cross-Collateralized Group shall be deemed an inclusion of such original or

certified copy in the Mortgage File for each Mortgage Loan included within such

Cross-Collateralized Group.

SECTION 20 Entire Agreement. Except as otherwise expressly

contemplated hereby, this Agreement constitutes the entire agreement and

understanding of the parties with respect to the matters addressed herein, and

this Agreement supersedes any prior agreements and/or understandings, written or

oral, with respect to such matters.

[SIGNATURE PAGE FOLLOWS]

<PAGE>

 

 

IN WITNESS WHEREOF, the Seller and the Purchaser have caused this

Agreement to be duly executed by their respective officers as of the day and

year first above written.

CAPMARK FINANCE INC.

By: /s/ Victor Diaso

-----------------

Name: Victor Diaso

Title: Senior Vice President

CREDIT SUISSE FIRST BOSTON MORTGAGE

SECURITIES CORP.

By: /s/ Jeffrey A. Altabef

-----------------------

Name: Jeffrey A. Altabef

Title: Vice President

<PAGE>

 

Exhibit A - Mortgage Loan Schedule

Credit Suisse First Boston Mortgage Securities Corp.

Commercial Mortgage Pass-Through Certificates, Series 2007-C5

Combined Collateral

 

Credit Suisse First Boston Mortgage Securities Corp.

Commercial Mortgage Pass-Through Certificates Series 2007-C5

 

<TABLE>

<CAPTION>

# Crossed Property Name

------- ------- -------------

<S> <C> <C>

5 60 Wall Street

7 Commerce Corporate Plaza

13 Mystic Marriott

15 Cornerstone Commerce Center

16 Hilton - Ontario

24 Best Western Beach Resort - Monterey

29 Medford Plaza Shopping Center

32 Charlotte Portfolio

32.1 Chateau Village Apartments

32.2 Emerald Bay Apartments

32.3 Highlands Apartments

35 Cowan Industrial Park

36 677 Larch Avenue

37 Residence Inn by Marriott - East Rutherford

46 Albers Mill

47 9990 Empire Street (Hoist Fitness)

48 St. Louis Hilton and Mike Shannon's Restaurant

50 Fremont Village Square

55 Fairfield Inn & Suites - Orlando

63 Regency Evansville Portfolio

63.1 Town Center North

63.2 Fairlawn Shopping Center

63.3 Ross Center

63.4 Westgate Shopping Center

69 Walgreens Portfolio VI

69.1 Walgreens (Paragould)

69.2 Walgreens (Heath)

74 Plaza 85 Business Park

80 Westgate Center

83 UC Self Storage

88 Summer Tree Apartment Homes

90 Rosemont Marketplace

93 Courtyard by Marriott - Gulf Shores

94 Meadows Plaza

96 Cochran - Simi Valley

97 Canyon Ridge MHP

100 Chandler Office Building

104 Fly Away Parking

116 Kawaihae Shopping Center

117 730 Louis Drive

122 Essex Medical Office

125 Linens' N Things

147 353 West Lancaster Avenue

169 Walgreens (Orlando)

<CAPTION>

Zip

# Address City State Code

----- ---------------------------------------------------------- ------------------- ----- -----

<S> <C> <C> <C> <C>

5 60 Wall Street New York NY 10005

7 99 Washington Avenue Albany NY 12210

13 625 North Road Groton CT 06340

15 1201 New Road Linwood NJ 08221

16 700 North Haven Avenue Ontario CA 91764

24 2600 San


 
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