EXHIBIT 99.6
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This Mortgage Loan Purchase and Sale Agreement (this "Agreement")
is
dated and effective as of October 1, 2006, between Citigroup Global
Markets
Realty Corp., as seller (the "Seller" or "Citigroup"), and Banc of
America
Commercial Mortgage Inc., as purchaser (the "Purchaser" or
"BACM").
The Seller desires to sell, assign, transfer and otherwise convey
to
the Purchaser, and the Purchaser desires to purchase, subject to
the terms and
conditions set forth below, the Seller's 50% pari passu interest in
that certain
Mortgage Loan co-originated by Barclays Capital Real Estate Inc.
("BCRE") and
Citigroup Global Markets Realty Corp. (the "Pamida Portfolio
Mortgage Loan" or
the "Mortgage Loan") identified on the schedule annexed hereto as
Schedule I
(the "Mortgage Loan Schedule").
The Purchaser intends to transfer or cause the transfer of: (i)
the
Mortgage Loan; (ii) certain mortgage loans transferred by Bank of
America,
National Association to the Purchaser pursuant to a mortgage loan
purchase and
sale agreement, dated as of the date hereof between Bank of
America, National
Association and the Purchaser; (iii) certain mortgage loans
(including a 50%
pari passu interest in the Pamida Portfolio Mortgage Loan)
transferred by BCRE
to the Purchaser pursuant to a mortgage loan purchase and sale
agreement, dated
as of the date hereof between BCRE and the Purchaser; (iv) certain
mortgage
loans transferred by Bear Stearns Commercial Mortgage, Inc. to the
Purchaser
pursuant to a mortgage loan purchase and sale agreement, dated as
of the date
hereof between Bear Stearns Commercial Mortgage, Inc. and the
Purchaser; and (v)
certain mortgage loans transferred by SunTrust Bank to the
Purchaser pursuant to
a mortgage loan purchase and sale agreement, dated as of the date
hereof between
SunTrust Bank and the Purchaser, to a trust (the "Trust") created
pursuant to
the Pooling and Servicing Agreement (as defined below). Beneficial
ownership of
the assets of the Trust (such assets collectively, the "Trust
Fund") will be
evidenced by a series of commercial mortgage pass-through
certificates (the
"Certificates"). Certain classes of the Certificates will be rated
by Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. and/or
Moody's Investors Service, Inc. (together, the "Rating Agencies").
Certain
classes of the Certificates (the "Offered Certificates") will be
registered
under the Securities Act of 1933, as amended (the "Securities
Act"). The Trust
will be created and the Certificates will be issued pursuant to a
pooling and
servicing agreement to be dated as of October 1, 2006 (the "Pooling
and
Servicing Agreement"), among BACM, as depositor, Bank of America,
National
Association, as master servicer (the "Master Servicer"), Midland
Loan Services,
Inc., as special servicer (the "Special Servicer"), and LaSalle
Bank National
Association, as trustee (in such capacity, the "Trustee") and as
REMIC
administrator. Capitalized terms used but not otherwise defined
herein have the
respective meanings assigned to them in the Pooling and Servicing
Agreement.
BACM intends to sell the Offered Certificates to Banc of
America
Securities LLC ("BAS"), Bear, Stearns & Co. Inc. ("Bear
Stearns"), Barclays
Capital Inc. ("Barclays Capital"), SunTrust Capital Markets, Inc.
("SunTrust
Robinson Humphrey"), Morgan Stanley & Co. Incorporated ("Morgan
Stanley") and
Greenwich Capital Markets, Inc. ("RBS Greenwich Capital" and,
collectively with
BAS, Bear Stearns, Barclays Capital, SunTrust Robinson Humphrey and
Morgan
Stanley, the "Underwriters") pursuant to an underwriting agreement,
dated as of
September 28, 2006 (the "Underwriting Agreement"). BACM intends to
sell the
remaining Classes of Certificates (the "Non-Offered Certificates")
to BAS, Bear
Stearns and Barclays Capital, as initial purchasers (collectively,
the "Initial
Purchasers"), pursuant to a certificate purchase agreement, dated
as of
September 28, 2006 (the "Certificate Purchase Agreement"), among
BACM, BAS, Bear
Stearns and Barclays Capital. The Offered Certificates are more
fully described
in the prospectus dated September 28, 2006 (the "Basic
Prospectus"), and the
supplement to the Basic Prospectus dated September 28, 2006 (the
"Prospectus
Supplement"; and, together with the Basic Prospectus, the
"Prospectus"), as each
may be amended or supplemented at any time hereafter. The privately
offered
Non-Offered Certificates are more fully described in a private
placement
memorandum, dated September 28, 2006 (the "Memorandum"), as it may
be amended or
supplemented at any time hereafter.
The Seller will indemnify the Underwriters, the Initial
Purchasers
and certain related parties with respect to certain disclosure
regarding the
Mortgage Loan and contained in the Prospectus, the Memorandum and
certain other
disclosure documents and offering materials relating to the
Certificates,
pursuant to an indemnification agreement, dated as of September 28,
2006 (the
"Indemnification Agreement"), among the Seller, the Purchaser, the
Underwriters
and the Initial Purchasers.
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, and the Purchaser agrees to purchase,
the
Mortgage Loan. The closing for the purchase and sale of the
Mortgage Loan shall
take place on the Closing Date. The purchase price for the Mortgage
Loan shall
be an amount agreed upon by the parties in a separate writing,
which amount
includes interest accrued on the Mortgage Loan after the Cut-off
Date and takes
into account credits, sales concessions, any related Interest
Deposit Amount and
such other adjustments as agreed to between the parties in a
separate writing
which amount shall be payable on or about October 12, 2006 in
immediately
available funds. The Purchaser shall be entitled to all interest
accrued on the
Mortgage Loan on and after the Cut-off Date and all principal
payments received
on the Mortgage Loan after the Cut-off Date except for principal
and interest
payments due and payable on the Mortgage Loan on or before the
Cut-off Date,
which shall belong to the Seller.
SECTION 2. Conveyance of the Mortgage Loan.
--------------------------------
(a) Effective as of the Closing Date, subject only to receipt of
the
purchase price referred to in Section 1 hereof and satisfaction of
the other
conditions set forth herein, the Seller will transfer, assign, set
over and
otherwise convey to the Purchaser, without recourse, but subject to
the terms
and conditions of this Agreement, all the right, title and interest
of the
Seller in and to the Mortgage Loan (other than the Servicing
Rights), including
without limitation all principal and interest due on or with
respect to the
Mortgage Loan after the Cut-off Date, together with Citigroup's
right, title and
interest in and to any related insurance policies and all other
documents in the
Mortgage File.
(b) The Purchaser shall be entitled to receive all scheduled
payments of principal and interest due on the Mortgage Loan 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 Loan on or before the Cut-off Date and collected after
the Cut-off
Date, which shall belong and be promptly remitted to the
Seller).
(c) On or before the Closing Date or within the time periods
specified in Section 2.01 of the Pooling and Servicing Agreement,
the Seller
shall deliver or cause to be delivered to the Purchaser or, if so
directed by
the Purchaser, to the Trustee or a custodian designated by the
Trustee (a
"Custodian"), the documents, instruments and agreements required to
be delivered
by the Purchaser to the Trustee under Section 2.01 of the Pooling
and Servicing
Agreement, and meeting all the requirements of such Section 2.01,
and such other
documents, instruments and agreements as the Purchaser or the
Trustee shall
reasonably request; provided, however, that the delivery of the
Mortgage File by
the Seller or BCRE shall satisfy the delivery requirements of the
Seller under
this Section 2 and under Section 2.01 of the Pooling and Servicing
Agreement.
(d) The Seller hereby represents that it has, on behalf of the
Purchaser, delivered or caused to be delivered to the Trustee the
Mortgage File
for the Mortgage Loan. If the Mortgage File is delivered prior to
the Closing
Date, then the Mortgage File will be held by the Trustee in escrow
at all times
prior to the Closing Date. The Mortgage File shall contain the
documents set
forth in the definition of Mortgage File under the Pooling and
Servicing
Agreement.
(e) If the Seller is unable to deliver or cause the delivery of
the
original Mortgage Note, it may deliver a copy of such Mortgage
Note, together
with a lost note affidavit, and indemnity, and shall thereby be
deemed to have
satisfied the document delivery requirement. If the Seller cannot
so deliver, or
cause to be delivered, as to the Mortgage Loan, the original or a
copy of any of
the documents and/or instruments referred to in clauses (ii),
(iii), (vi),
(viii) and (x) of the definition of "Mortgage File" in the Pooling
and Servicing
Agreement, with evidence of recording or filing (if applicable, and
as the case
may be) thereon, solely because of a delay caused by the public
recording or
filing office where such document or instrument has been delivered
for
recordation or filing, as the case may be, so long as a copy of
such document or
instrument, certified by the Seller as being a copy of the document
deposited
for recording or filing, has been delivered, and then subject to
the
requirements of Section 4(d), the delivery requirements of Section
2(c) shall be
deemed to have been satisfied as to such missing item, and such
missing item
shall be deemed to have been included in the Mortgage File. If the
Seller cannot
or does not so deliver, or cause to be delivered, as to the
Mortgage Loan, the
original of any of the documents and/or instruments referred to in
clauses (iv)
and (v) of the definition of "Mortgage File" in the Pooling and
Servicing
Agreement, because such document or instrument has been delivered
for recording
or filing, as the case may be, then subject to Section 4(d), the
delivery
requirements of Section 2(c) shall be deemed to have been satisfied
as to such
missing item, and such missing item shall be deemed to have been
included in the
Mortgage File. If the Seller cannot so deliver, or cause to be
delivered, as to
the Mortgage Loan, the Title Policy solely because such policy has
not yet been
issued, the delivery requirements of Section 2(c) shall be deemed
to be
satisfied as to such missing item, and such missing item shall be
deemed to have
been included in the Mortgage File, provided that the Seller, shall
have
delivered to the Trustee or a Custodian appointed thereby, on or
before the
Closing Date, a binding commitment for title insurance "marked-up"
at the
closing of the Mortgage Loan countersigned by the related title
company or its
authorized agent.
(f) [Reserved].
(g) [Reserved].
(h) If and when the Seller is notified of or discovers any error
in
the Mortgage Loan Schedule attached to this Agreement as to which
the Mortgage
Loan is affected, the Seller shall promptly amend the Mortgage Loan
Schedule and
distribute such amended Mortgage Loan Schedule to the parties to
the Pooling and
Servicing Agreement; provided, however, that the correction or
amendment of the
Mortgage Loan Schedule by itself shall not be deemed to be a cure
of a Material
Breach.
(i) Under generally accepted accounting principles ("GAAP") and
for
federal income tax purposes, the Seller will report the transfer of
the Mortgage
Loan to the Purchaser as a sale of the Mortgage Loan to the
Purchaser in
exchange for the consideration referred to in Section 1 hereof. In
connection
with the foregoing, the Seller shall cause all of its records to
reflect such
transfer as a sale (as opposed to a secured loan).
SECTION 3. Examination of Mortgage File and Due Diligence
Review.
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The Seller shall reasonably cooperate with an examination of
the
Mortgage File and Servicing File for the Mortgage Loan 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 the
Mortgage File
and/or Servicing File shall not affect the Purchaser's (or any
other specified
beneficiary's) right to pursue any remedy available hereunder for a
breach of
the Seller's representations and warranties set forth in Section 4,
subject to
the terms and conditions of Section 4(c).
SECTION 4.
Representations, Warranties and Covenants of the Seller.
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(a) The Seller hereby represents and warrants to and for the
benefit
of the Purchaser as of the Closing Date that:
(i) The Seller is a corporation, duly authorized, validly
existing and in good standing under the laws of the State of
New
York.
(ii) The execution and delivery of this Agreement by the
Seller, and the performance of Seller's obligations under this
Agreement, will not violate the Seller's organizational documents
or
constitute a default (or an event which, with notice or lapse
of
time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it
is
a party or which is applicable to it or any of its assets,
which
default or breach, in the Seller's good faith and commercially
reasonable judgment is likely to affect materially and
adversely
either the ability of the Seller to perform its obligations
under
this Agreement or its financial condition.
(iii) The Seller has the full power and authority to enter
into and perform its obligations under this Agreement, has duly
authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and
binding
obligation of the Seller, enforceable against the Seller in
accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other laws affecting the enforcement of
creditors'
rights
generally and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity
or
at law.
(v) The Seller is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance
with
the terms of this Agreement will not constitute a violation of,
any
law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental
or
regulatory authority, which violation, in the Seller's good
faith
and reasonable judgment, is likely to affect materially and
adversely either the ability of the Seller to perform its
obligations under this Agreement or the financial condition of
the
Seller.
(vi) No litigation is pending with regard to which the Seller
has received service of process or, to the best of the Seller's
knowledge, threatened against the Seller which if determined
adversely to the Seller would prohibit the Seller from entering
into
this Agreement, or in the Seller's good faith and reasonable
judgment, would
be likely to materially and adversely affect either
the ability of the Seller to perform its obligations under this
Agreement or the financial condition of the Seller.
(vii) No consent, approval, authorization or order of, or
filing or registration with, any state or federal court or
governmental agency or body is required for the consummation by
the
Seller of the transactions contemplated herein, except for
those
consents, approvals, authorizations and orders that previously
have
been obtained and those filings and registrations that
previously
have been completed, and except for those filings and recordings
of
Mortgage Loan documents and assignments thereof that are
contemplated by the Pooling and Servicing Agreement to be
completed
after the Closing Date.
(b) The Seller hereby makes the representations and warranties
contained in Schedule II (subject to any exceptions thereto listed
on Schedule
IIA) to and for the benefit of the Purchaser as of the Closing Date
(or as of
such other dates specifically provided in the particular
representation and
warranty), with respect to (and solely with respect to) the
Mortgage Loan.
(c) Upon discovery of any Material Breach or Material Document
Defect, the Purchaser or its designee shall notify the Seller
thereof in writing
and request that the Seller correct or cure such Material Breach or
Material
Document Defect. Within 90 days of the earlier of discovery or
receipt of
written notice by the Seller that there has been a Material Breach
or a Material
Document Defect (such 90-day period, the "Initial Resolution
Period"), the
Seller shall (i) cure such Material Breach or Material Document
Defect, as the
case may be, in all material respects or (ii) repurchase the
Mortgage Loan (the
"Defective Mortgage Loan") at the related Purchase Price in
accordance with the
terms hereof and, if applicable, the terms of the Pooling and
Servicing
Agreement, with payment to be made in accordance with the
reasonable directions
of the Purchaser; provided that if the Seller certifies in writing
to the
Purchaser (i) that, as evidenced by an accompanying Opinion of
Counsel, any such
Material Breach or Material Document Defect, as the case may be,
does not and
will not cause the Defective Mortgage Loan, to fail to be a
"qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code, (ii) that
such Material
Breach or Material Document Defect, as the case may be, is capable
of being
corrected or cured but not within the applicable Initial Resolution
Period,
(iii) that the Seller has commenced and is diligently proceeding
with the cure
of such Material Breach or Material Document Defect, as the case
may be, within
the applicable Initial Resolution Period, and (iv) that the Seller
anticipates
that such Material Breach or Material Document Defect, as the case
may be, will
be corrected or cured within an additional period not to exceed the
Resolution
Extension Period (as defined below), then the Seller shall have an
additional
period equal to the applicable Resolution Extension Period to
complete such
correction or cure or, failing such, to repurchase the Defective
Mortgage Loan;
and provided, further, that, if the Seller's obligation to
repurchase any
Defective Mortgage Loan as a result of a Material Breach or
Material Document
Defect arises within the three-month period commencing on the
Closing Date (or
within the two-year period commencing on the Closing Date if the
Defective
Mortgage Loan is a "defective obligation" within the meaning of
Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section
1.860G-2(f)), and
if the Defective Mortgage Loan is still subject to the Pooling and
Servicing
Agreement, the Seller may, at its option, in lieu of repurchasing
such Defective
Mortgage Loan (but, in any event, no later than such repurchase
would have to
have been completed), (i) replace such Defective Mortgage Loan with
one or more
substitute mortgage loans that individually and collectively
satisfy the
requirements of the definition of "Qualifying Substitute Mortgage
Loan" set
forth in the Pooling and Servicing Agreement, and (ii) pay any
corresponding
Substitution Shortfall Amount, such substitution and payment to be
effected in
accordance with the terms of the Pooling and Servicing Agreement.
Any such
repurchase or replacement of a Defective Mortgage Loan shall be on
a whole loan,
servicing released basis. Notwithstanding the foregoing, with
respect to the
Pamida Portfolio Mortgage Loan, (i) the sole remedy of the Seller
shall be to
cure such Material Document Defect or Material Breach, as
applicable, or to
repurchase its related Mortgage Note and (ii) any cure by either
the Seller or
BCRE with respect to its respective Mortgage Note that also cures
the Material
Document Defect or Material Breach with respect to the Pamida
Portfolio Mortgage
Loan shall satisfy the cure obligations of both the Seller and BCRE
with respect
to such Mortgage Loan. The Seller shall have no obligation to
monitor the
Mortgage Loan regarding the existence of a Material Breach or
Material Document
Defect, but if the Seller discovers a Material Breach or Material
Document
Defect with respect to the Mortgage Loan, it will notify the
Purchaser and BCRE.
For purposes of this Section 4(c), "Resolution Extension
Period"
shall mean:
(i) for purposes of remediating a Material Breach with respect
to the Mortgage Loan,
the 90-day period following the end of the
applicable Initial Resolution Period;
(ii) for purposes of remediating a Material Document Defect
with respect to the Mortgage Loan that is not a Specially
Serviced
Loan at the commencement of, and does not become a Specially
Serviced Loan during, the applicable Initial Resolution Period,
the
period commencing at the end of the applicable Initial
Resolution
Period and
ending on, and including, the earlier of (i) the 90th day
following the end of such Initial Resolution Period and (ii)
the
45th day following receipt by the Seller of written notice from
the
Master Servicer or the Special Servicer of the occurrence of
any
Servicing Transfer Event with respect to such Mortgage Loan
subsequent to the end of such Initial Resolution Period;
(iii) for purposes of remediating a Material Document Defect
with respect to the Mortgage Loan that is a not a Specially
Serviced
Loan as of the commencement of the applicable Initial
Resolution
Period, but as to which a Servicing Transfer Event occurs
during
such Initial Resolution Period, the period commencing at the end
of
the applicable Initial Resolution Period and ending on, and
including, the 90th day following receipt by the Seller of
written
notice from the Master Servicer or the Special Servicer of the
occurrence of such Servicing Transfer Event; and
(iv) for purposes of remediating a Material Document Defect
with respect to the Mortgage Loan if it is a Specially Serviced
Loan
as of the commencement of the applicable Initial Resolution
Period,
zero days; provided, however, that if the Seller did not
receive
written notice from the Master Servicer or the Special Servicer
of
the
relevant Servicing Transfer Event as of the commencement of the
applicable Initial Resolution Period, then such Servicing
Transfer
Event shall be deemed to have occurred during such Initial
Resolution Period and the immediately preceding clause (iii) of
this
definition will be deemed to apply.
In addition, the applicable Seller shall have an additional 90
days
to cure such Material Document Defect or Material Breach, provided
that the
Seller has commenced and is diligently proceeding with the cure of
such Material
Document Defect or Material Breach and such failure to cure is
solely the result
of a delay in the return of documents from the local filing or
recording
authorities.
If (x) the Mortgage Loan is required to be repurchased or
substituted as contemplated in this Section 4(c), (y) the
applicable Material
Breach or Material Document Defect does not constitute a Material
Breach or
Material Document Defect, as the case may be, applies to only
specific Mortgaged
Properties included in such portfolio (without regard to this
paragraph), then
the applicable Material Breach or Material Document Defect (as the
case may be)
will be deemed to constitute a Material Breach or Material Document
Defect (as
the case may be) as to each other Mortgaged Property included in
such portfolio
and the Seller shall repurchase or substitute the entire Mortgage
Loan in the
manner described above unless, in the case of a Material Breach or
Material
Document Defect, both of the following conditions would be
satisfied if the
Seller were to repurchase or substitute for only the affected
Mortgaged
Properties as to which a Material Breach or Material Document
Defect had
occurred without regard to this paragraph: (i) the debt service
coverage ratio
for any remaining Mortgaged Properties for the four calendar
quarters
immediately preceding the repurchase or substitution is not less
than the
greater of (a) the debt service coverage ratio immediately prior to
the
repurchase, (b) the debt service coverage ratio on the Closing
Date, and (c)
1.25x and (ii) the loan-to-value ratio for the remaining Mortgaged
Properties is
not greater than the lesser of (a) the loan-to-value ratio
immediately prior to
the repurchase, (b) the loan-to-value ratio on the Closing Date,
and (c) 75%. In
the event that both of the conditions set forth in the preceding
sentence would
be satisfied, the Seller may elect either to repurchase or
substitute for only
the affected Mortgaged Properties as to which the Material Breach
or Material
Document Defect exists or to repurchase or substitute for the
aggregate
Mortgaged Properties.
To the extent that the Seller repurchases or substitutes for an
affected Mortgaged Property in the manner prescribed above, the
Seller and the
Depositor shall uncross the affected Mortgaged Property. If the
exercise of
remedies by one party would impair the ability of the other party
to exercise
its remedies with respect to the Mortgaged Properties held by such
party, then
both parties shall forbear from exercising such remedies until the
Mortgage Loan
documents can be modified to remove the threat of impairment as a
result of the
exercise of remedies.
Whenever one or more mortgage loans are substituted for a
Defective
Mortgage Loan as contemplated by this Section 4(c), the Seller
shall (i) deliver
the Mortgage File for each such substitute mortgage loan to the
Purchaser or its
designee, (ii) certify that such substitute mortgage loan satisfies
or such
substitute mortgage loans satisfy, as the case may be, all of the
requirements
of the definition of "Qualifying Substitute Mortgage Loan" set
forth in the
Pooling and Servicing Agreement and (iii) send such certification
to the
Purchaser or its designee. No mortgage loan may be substituted for
a Defective
Mortgage Loan as contemplated by this Section 4(c) if the Defective
Mortgage
Loan to be replaced was itself a Replacement Mortgage Loan, in
which case,
absent correction or cure, in all material respects, of the
relevant Material
Breach or Material Document Defect, the Defective Mortgage Loan
will be required
to be repurchased as contemplated hereby. Monthly Payments due with
respect to
each Replacement Mortgage Loan (if any) after the related date of
substitution,
and Monthly Payments due with respect to each Defective Mortgage
Loan (if any)
after the Cut-off Date (or, in the case of a Replacement Mortgage
Loan, after
the date on which it is added to the Trust Fund) and on or prior to
the related
date of repurchase or replacement, shall belong to the Purchaser
and its
successors and assigns. Monthly Payments due with respect to each
Replacement
Mortgage Loan (if any) on or prior to the related date of
substitution, and
Monthly Payments due with respect to each Defective Mortgage Loan
(if any) after
the related date of repurchase or replacement, shall belong to the
Seller.
If the Defective Mortgage Loan is to be repurchased or replaced
as
contemplated by this Section 4, the Seller shall amend the Mortgage
Loan
Schedule attached to this Agreement to reflect the removal of the
Defective
Mortgage Loan and, if applicable, the substitution of the related
Replacement
Mortgage Loan(s) and shall forward such amended schedule to the
Purchaser.
Except as set forth in Section 4(f), it is understood and
agreed
that the obligations of the Seller set forth in this Section 4(c)
to cure a
Material Breach or a Material Document Defect or repurchase or
replace the
related Defective Mortgage Loan(s), constitute the sole remedies
available to
the Purchaser with respect to any Breach or Document Defect. In
addition, the
failure of BCRE to honor its obligations under the related mortgage
loan
purchase and sale agreement in respect of the Pamida Portfolio
Mortgage Loan
shall not increase the liability or obligations of the Seller
hereunder.
In the event that the Seller's portion of the Pamida Portfolio
Mortgage Loan is repurchased pursuant to this Section 4 and the
other related
50% pari passu interest is not repurchased by BCRE and such
Mortgage Loan
remains in the Trust, the Seller and the Depositor hereby agree
that the
provisions in Section 3.01(f) of the Pooling and Servicing
Agreement shall
govern the servicing and administration of Pamida Portfolio
Mortgage Loan on a
whole loan basis (including the repurchased Mortgage Note and the
other related
Mortgage Note not so repurchased) and the Seller's and the
Depositor's rights
and obligations with respect thereto.
It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to this Section 4(c)
that the
Purchaser shall have executed and delivered such instruments of
transfer or
assignment then presented to it by the Seller, in each case without
recourse, as
shall be necessary to vest in the Seller the legal and beneficial
ownership of
such Defective Mortgage Loan (including any property acquired in
respect thereof
or proceeds of any insurance policy with respect thereto ), to the
extent that
such ownership interest was transferred to the Purchaser
hereunder.
(d) Subject to the specific delivery requirements set forth in
the
Pooling and Servicing Agreement, if the Seller cannot deliver on
the Closing
Date any document that is required to be part of the Mortgage File
for the
Mortgage Loan, then:
(i) the Seller shall use diligent, good faith and commercially
reasonable efforts from and after the Closing Date to obtain,
and
deliver to the Purchaser or its designee, all documents missing
from
the Mortgage File that were required to be delivered by the
Seller;
(ii) the Seller shall provide the Purchaser with periodic
reports regarding its efforts to complete the Mortgage File,
such
reports to be made on the 90th day following the Closing Date
and
every 90 days thereafter until the Seller has delivered to the
Purchaser or its designee all documents required to be delivered
by
the Seller as part of the Mortgage File;
(iii) upon receipt by the Seller from the Purchaser or its
designee of any notice of any remaining deficiencies to the
Mortgage
File as of the 90th day following the Closing Date, the Seller
shall
reconfirm its obligation to complete the Mortgage File and to
correct all deficiencies associated therewith, and, if it fails
to
do so within 45 days after its receipt of such notice, the
Seller
shall deliver to the Purchaser or its designee a limited power
of
attorney (in a form reasonably acceptable to the Seller and the
Purchaser) permitting the Purchaser or its designee to execute
all
endorsements (without recourse) and to execute and, to the
extent
contemplated by the Pooling and Servicing Agreement, record all
instruments or transfer and assignment with respect to the
subject
Mortgage Loan, together with funds reasonably estimated by the
Purchaser to be necessary to cover the costs of such
recordation;
(iv) the Seller shall reimburse the Purchaser and all parties
under the Pooling and Servicing Agreement for any out-of-pocket
costs and expenses resulting from the Seller's failure to
deliver
all documents required to be part of the Mortgage File;
provided,
that with respect to the Pamida Portfolio Mortgage Loan, each of
the
Seller and BCRE are only liable for its pro rata share (i.e.,
50%)
of any such costs and expenses incurred with respect to such
Mortgage Loan; and
(v) the Seller shall otherwise use commercially reasonable
efforts to cooperate with the Purchaser and any parties under
the
Pooling and Servicing Agreement in any remedial efforts for which
a
Document Defect with respect to the Mortgage File would
otherwise
cause a delay.
(e) [Reserved].
(f) With respect to any action taken concerning "due-on-sale" or
a
"due-on-encumbrance" clause as set forth in Section 3.08(a) of the
Pooling and
Servicing Agreement or a defeasance, any fees or expenses related
thereto,
including any fee charged by a Rating Agency that is rendering a
written
confirmation, to the extent that the Mortgage Loan documents do not
permit the
lender to require payment of such fees and expenses from the
Mortgagor and the
Master Servicer or the Special Servicer, as applicable, has
requested that the
related Mortgagor pay such fees and expenses and such Mortgagor
refuses to do
so, shall be paid by the Seller.
SECTION 5. Representations, Warranties and Covenants of the
------------------------------------------------
Purchaser.
----------
The Purchaser, as of the Closing Date, hereby represents and
warrants to, and covenants with, the Seller that:
(i) The Purchaser is a corporation, duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
(ii) No consent, approval, authorization or order of, or
filing or registration with, any state or federal court or
governmental agency or body is required for the consummation by
the
Purchaser of the transactions contemplated herein, except for
those
consents, approvals, authorizations or orders that previously
have
been obtained and those filings and registrations that
previously
have been completed, and except for those filings of Mortgage
Loan
documents and assignments thereof that are contemplated by the
Pooling and Servicing Agreement to be completed after the
Closing
Date.
(iii) The execution and delivery of this Agreement by the
Purchaser, and the performance and compliance with the terms of
this
agreement by the Purchaser, will not violate the Purchaser's
certificate of incorporation or by-laws or constitute a default
(or
an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iv) The Purchaser has the full power and authority to enter
into and consummate all transactions contemplated by this
Agreement,
has duly authorized the execution, delivery and performance of
this
Agreement, and has duly executed and delivered this Agreement.
(v) This
Agreement, assuming due authorization, execution and
delivery by the Seller, constitutes a valid, legal and binding
obligation of the Purchaser, enforceable against the Purchaser
in
accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other
laws
affecting the enforcement of creditors' rights generally, and
(B)
general principles of equity, regardless of whether such
enforcement
is considered in a proceeding in equity or at law.
(vi) The Purchaser is not in violation of, and its execution
and delivery of this Agreement and its performance and
compliance
with the terms of this Agreement will not constitute a violation
of,
any law, any order or decree of any court or arbiter, or any
order,
regulation or demand of any federal, state or local governmental
or
regulatory authority, which violation, in the Purchaser's good
faith
and reasonable judgment, is likely to affect materially and
adversely either the ability of the Purchaser to perform its
obligations under this Agreement or the financial condition of
the
Purchaser.
(vii) No litigation is pending with regard to which the
Purchaser has received service of process or, to the best of
the
Purchaser's knowledge, threatened against the Purchaser which
would
prohibit the Purchaser from entering into this Agreement or, in
the
Purchaser's good faith and reasonable judgment, is likely to
materially and adversely affect either the ability of the
Purchaser
to perform its
obligations under this Agreement or the financial
condition of the Purchaser.
(viii) The Purchaser has not dealt with any broker, investment
banker, agent or other person, other than the Underwriters and
their
affiliates, that may be entitled to any commission or
compensation
in connection with the sale of the Mortgage Loan or the
consummation
of any of the transactions contemplated hereby.
SECTION 6. Accountants' Letters.
---------------------
The parties hereto shall cooperate with Ernst & Young, LLP
(the
"Accountants") in making available all information and taking all
steps
reasonably necessary to permit the Accountants to deliver the
letters required
by the Underwriting Agreement.
SECTION 7. Closing.
--------
The closing of the sale of the Mortgage Loan (the "Closing")
shall
be held at the offices of Cadwalader, Wickersham & Taft LLP,
227 West Trade
Street, Suite 2400, Charlotte, North Carolina 28202 at 10:00 a.m.,
Charlotte
time, on the Closing Date.
The Closing shall be subject to each of the following
conditions,
which can only be waived or modified by mutual consent of the
parties hereto.
(i) All of the representations and warranties of the Seller
and of the Purchaser specified in Sections 4 and 5 hereof shall
be
true and correct as of the Closing Date;
(ii) All documents specified in Section 8 of this Agreement
(the "Closing Documents"), in such forms as are agreed upon and
reasonably acceptable to the Purchaser and 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, the Trustee or a Custodian, or the Master Servicer
shall
have
received to hold in trust pursuant to the Pooling and Servicing
Agreement, as the case may be, all documents and funds required
to
be so delivered pursuant to Sections 2(c), 2(d) and 2(e)
hereof;
(iv) The result of any examination of the Mortgage File and
Servicing File for the Mortgage Loan 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, 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 after the Closing
Date;
(vi) The Seller (or an affiliate thereof) shall have paid or
agreed to pay all fees, costs and expenses payable to the
Purchaser
or otherwise pursuant to this Agreement; and
(vii) Neither the Certificate Purchase Agreement nor the
Underwriting 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 Loan on the Closing
Date.
SECTION 8. Closing Documents.
------------------
(a) The Closing Documents shall consist of the following, and
can
only be waived and modified by mutual consent of the parties
hereto:
(b) This Agreement, duly executed and delivered by the Purchaser
and
the Seller, and the Pooling and Servicing Agreement, duly executed
and delivered
by the Purchaser and all the other parties thereto; and
(c) An Officer's Certificate executed by an authorized officer
of
the Seller, in his or her individual capacity, and dated the
Closing Date, upon
which the Underwriters and BACM may rely, attaching thereto as
exhibits the
organizational documents of the Seller; and
(d) Certificate of good standing regarding the Seller from the
Secretary of the State of New York, dated not earlier than 30 days
prior to the
Closing Date; and
(e) A certificate of the Seller, executed by an executive officer
or
authorized signatory of the Seller and dated the Closing Date, and
upon which
the Purchaser, the Underwriters and the Initial Purchasers may rely
to the
effect that (i) the representations and warranties of the Seller in
the
Agreement are true and correct in all material respects at and as
of the date
hereof with the same effect as if made on the date hereof, and (ii)
the Seller
has, in all material respects, complied with all the agreements and
satisfied
all the conditions on its part required under the Agreement to be
performed or
satisfied at or prior to the date hereof; and
(f) A written opinion of counsel for the Seller, subject to
such
reasonable assumptions and qualifications as may be requested by
counsel for the
Seller each as reasonably acceptable to counsel for the Purchaser,
the
Underwriters and the Initial Purchasers, dated the Closing Date and
addressed to
the Purchaser, the Underwriters, the Trustee, the Initial
Purchasers and each
Rating Agency any other opinions of counsel for the Seller
reasonably requested
by the Rating Agencies in connection with the issuance of the
Certificates; and
(g) Any other opinions of counsel for the Seller reasonably
requested by the Rating Agencies in connection with the issuance of
the
Certificates; and
(h) Such further certificates, opinions and documents as the
Purchaser may reasonably request; and
(i) The Indemnification Agreement, duly executed by the
respective
parties thereto; and
(j) One or more comfort letters from the Accountants dated the
date
of any preliminary Prospectus Supplement, Prospectus Supplement and
Memorandum,
respectively, and addressed to, and in form and substance
acceptable to the
Purchaser and the Underwriters in the case of the preliminary
Prospectus
Supplement and the Prospectus Supplement and to the Purchaser and
the Initial
Purchasers in the case of the Memorandum stating in effect that,
using the
assumptions and methodology used by the Purchaser, all of which
shall be
described in such letters, they have recalculated such numbers and
percentages
relating to the Mortgage Loan set forth in any preliminary
Prospectus
Supplement, the Prospectus Supplement and the Memorandum, compared
the results
of their calculations to the corresponding items in any preliminary
Prospectus
Supplement, the Prospectus Supplement and the Memorandum,
respectively, and
found each such number and percentage set forth in any preliminary
Prospectus
Supplement, the Prospectus Supplement and the Memorandum,
respectively, to be in
agreement with the results of such calculations.
SECTION 9. Costs.
------
The parties hereto acknowledge that all costs and expenses
(including the fees of the attorneys) incurred in connection with
the
transactions contemplated hereunder (including without limitation,
the issuance
of the Certificates as contemplated by the Pooling and Servicing
Agreement)
shall be allocated and as set forth in a separate writing between
the parties.
Each of the Seller and BCRE shall only be required to pay its pro
rata share
(i.e., 50%) of any such costs with respect to the Pamida Portfolio
Mortgage
Loan.
SECTION 10. Notices.
--------
All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally
delivered to
or mailed, by registered mail, postage prepaid, by overnight mail
or courier
service, or transmitted by facsimile and confirmed by a similar
mailed writing,
if to the Purchaser, addressed to Banc of America Commercial
Mortgage Inc., 214
North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255,
Attention:
Stephen Hogue, telecopy number: (704) 386-1094 (with copies to Paul
E. Kurzeja,
Esq., Assistant General Counsel, at Bank of America Corporate
Center, 101 South
Tryon Street, 30th Floor, NC1-002-29-01 Charlotte, North Carolina
28255 and to
Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227
West Trade Street,
Suite 2400, Charlotte, North Carolina 28202), or such other address
as may
hereafter be furnished to the Seller in writing by the Purchaser;
if to the
Seller, addressed to Citigroup Global Markets Realty Corp., 388
Greenwich
Street, 19th Floor, New York, New York 10013, Attention: Angela
Vleck (with copy
to Anna Choe, Citigroup Global Markets Realty Corp., 388 Greenwich
Street, 19th
Floor, New York, New York 10013), or to such other addresses as may
hereafter be
furnished to the Purchaser by the Seller in writing.
SECTION 11. 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 submitted pursuant hereto, shall remain
operative and in
full force and effect and shall survive delivery of the Mortgage
Loan by the
Seller to the Purchaser or, at the direction of the Purchaser, to
the Trustee.
SECTION 12. Severability of Provisions.
---------------------------
Any part, provision, representation, warranty or covenant of
this
Agreement that is prohibited or which 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
unenforceable 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 13. Counterparts.
-------------
This Agreement may be executed in any number of counterparts,
each
of which shall be deemed to be an original, but all of which
together shall
constitute one and the same instrument.
SECTION 14. GOVERNING LAW.
--------------
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED UNDER
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES
(OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL
OBLIGATIONS LAW,
PURSUANT TO WHICH THE PARTIES HERETO HAVE CHOSEN THE LAWS OF THE
STATE OF NEW
YORK AS THE GOVERNING LAW OF THIS AGREEMENT). TO THE FULLEST EXTENT
PERMITTED
UNDER APPLICABLE LAW, EACH OF THE PURCHASER AND THE SELLER HEREBY
IRREVOCABLY
(I) SUBMITS 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) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION
OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURTS; (III)
WAIVES, TO THE FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN
INCONVENIENT FORUM;
AND (IV) AGREES 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 15. 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 16. 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 or other entity 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 Loan to the Trust as contemplated by the recitals hereto,
the Purchaser
shall have the right to assign its rights and obligations under
this Agreement
to the Trustee for the benefit of the Certificateholders. To the
extent of any
such assignment, the Trustee or its designee (including, without
limitation, the
Special Servicer) shall be deemed to be the Purchaser hereunder
with the right
for the benefit of the Certificateholders to enforce the
obligations of the
Seller under this Agreement as contemplated by Section 2.03 of the
Pooling and
Servicing Agreement. In connection with the transfer of the
Mortgage Loan by the
Trust as contemplated by the terms of the Pooling and Servicing
Agreement, the
Trustee, for the benefit of the Certificateholders, is expressly
authorized to
assign its rights and obligations under this Agreement, in whole or
in part, to
the transferee of the Mortgage Loan. To the extent of any such
assignment, such
transferee shall be deemed to be the Purchaser hereunder (but
solely with
respect to the Mortgage Loan that was transferred to it). Subject
to the
foregoing, this Agreement shall bind and inure to the benefit of
and be
enforceable by the Seller, the Purchaser, and their permitted
successors and
assigns.
SECTION 17. Amendments.
-----------
No term or provision of this Agreement may be waived or
modified
unless such waiver or modification is in writing and signed by a
duly authorized
officer of the party against whom such waiver or modification is
sought to be
enforced.
SECTION 18. Intention Regarding Conveyance of Mortgage Loan.
------------------------------------------------
The parties hereto intend that the conveyance by the Seller
agreed
to be made hereby shall be, and be construed as a sale by the
Seller of all of
the Seller's right, title and interest in and to the Mortgage Loan.
It is,
further, not intended that such conveyance be deemed a pledge of
the Mortgage
Loan by the Seller to the Purchaser to secure a debt or other
obligation of the
Seller, as the case may be. However, in the event that
notwithstanding the
intent of the parties, the Mortgage Loan are held to be property of
the Seller,
or if for any reason this Agreement is held or deemed to create a
security
interest in the Mortgage Loan, then it is intended that, (i) this
Agreement
shall also be deemed to be a security agreement within the meaning
of Article 9
of the New York Uniform Commercial Code and the Uniform Commercial
Code of any
other applicable jurisdiction; and (ii) the conveyance provided for
in this
Section shall be deemed to be a grant by the Seller to the
Purchaser of a
security interest in all of its right (including the power to
convey title
thereto), title and interest, whether now owned or hereafter
acquired, in and to
(A) the Mortgage Notes, the Mortgages, any related insurance
policies and all
other documents in the Mortgage File, (B) all amounts payable to
the holders of
the Mortgage Loan in accordance with the terms thereof (other then
scheduled
payments of interest and principal due on or before the Cut-off
Date) and (C)
all proceeds of the conversion, voluntary or involuntary, of the
foregoing into
cash, instruments, securities or other property, whether in the
form of cash,
instruments, securities or other property. 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 Loan, such security interest would be
deemed to 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 herewith, the Purchaser shall
have all of the
rights and remedies of a secured party and creditor under the
Uniform Commercial
Code as in force in the relevant jurisdiction.
SECTION 19. [Reserved].
-----------
SECTION 20. Entire Agreement.
-----------------
Except as specifically stated otherwise herein, this Agreement
sets
forth the entire understanding of the parties relating to the
subject matter
hereof, and all prior understandings, written or oral, are
superseded by this
Agreement. This Agreement may not be modified, amended, waived or
supplemented
except as provided herein.
SECTION 21. WAIVER OF TRIAL BY JURY.
------------------------
THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED
BY
LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR
INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 22. Miscellaneous.
--------------
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 materially adversely affect the Seller
without the
consent of the Seller.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their
names to be signed hereto by their respective duly authorized
officers as of the
date first above written.
CITIGROUP CAPITAL MARKETS REALTY CORP.
By: /s/ Angela
Vleck
-----------------------------------
Name: Angela Vleck
Title: Authorized Signatory
BANC OF AMERICA COMMERCIAL MORTGAGE
INC.
By: /s/ John S.
Palmer
-----------------------------------
Name: John S.
Palmer
Title: Vice President
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Sequence Loan
Number Loan
Seller (1)
Property Name
--------
-----------
---------------
-------------------------
<S>
<C>
<C>
<C>
7
20061737
Barclays/Citi
Pamida Portfolio (Rollup)
7.1
20061737
Barclays/Citi
Pamida - Headquarters
7.2
20061737
Barclays/Citi
Pamida - Wahpeton
7.3
20061737
Barclays/Citi
Pamida - Mt Carmel
7.4
20061737
Barclays/Citi
Pamida - Glasgow
7.5
20061737
Barclays/Citi
Pamida - Glenwood
7.6
20061737
Barclays/Citi
Pamida - Minerva
7.7
20061737
Barclays/Citi
Pamida - Archbold
7.8
20061737
Barclays/Citi
Pamida - Detroit Lakes
7.9
20061737
Barclays/Citi
Pamida - Powell
7.10
20061737
Barclays/Citi
Pamida - Fergus Falls
7.11
20061737
Barclays/Citi
Pamida - Manistique
7.12
20061737
Barclays/Citi
Pamida - Perry
7.13 20061737
Barclays/Citi
Pamida - Newaygo
7.14
20061737
Barclays/Citi
Pamida - Attica
7.15
20061737
Barclays/Citi
Pamida - Monticello
7.16
20061737
Barclays/Citi
Pamida - Clare
7.17
20061737
Barclays/Citi
Pamida - Hart
7.18
20061737
Barclays/Citi
Pamida - Madison
7.19
20061737
Barclays/Citi
Pamida - Woodsfield
7.20
20061737
Barclays/Citi
Pamida - Allegan
7.21
20061737
Barclays/Citi
Pamida - Park Rapids
7.22
20061737
Barclays/Citi
Pamida - Tuscola
7.23
20061737
Barclays/Citi
Pamida - Arcadia
7.24
20061737
Barclays/Citi
Pamida - Montpelier
7.25
20061737
Barclays/Citi
Pamida - Rockville
7.26
20061737
Barclays/Citi
Pamida - Vermillion
7.27
20061737
Barclays/Citi
Pamida - Greenfield
7.28
20061737
Barclays/Citi
Pamida - Lancaster
7.29
20061737
Barclays/Citi
Pamida - Bloomfield
7.30
20061737
Barclays/Citi
Pamida - Kewaunee
7.31
20061737
Barclays/Citi
Pamida - Waukon
7.32
20061737
Barclays/Citi
Pamida - Oconto
7.33
20061737
Barclays/Citi
Pamida - Dowagiac
7.34 20061737
Barclays/Citi
Pamida - Hodgenville
7.35
20061737
Barclays/Citi
Pamida - Loogootee
7.36
20061737
Barclays/Citi
Pamida - Petersburg
7.37
20061737
Barclays/Citi
Pamida - Dyersville
7.38
20061737
Barclays/Citi
Pamida - Washington
7.39
20061737
Barclays/Citi
Pamida - Havana
7.40
20061737
Barclays/Citi
Pamida - Liberty
7.41
20061737
Barclays/Citi
Pamida - Mitchell
7.42
20061737
Barclays/Citi
Pamida - Marion
7.43
20061737
Barclays/Citi
Pamida - Munfordville
7.44
20061737
Barclays/Citi
Pamida - Sullivan
7.45
20061737
Barclays/Citi
Pamida - Morgantown
7.46
20061737
Barclays/Citi
Pamida - Scottsville
7.47
20061737
Barclays/Citi
Pamida - Clintonville
7.48
20061737
Barclays/Citi
Pamida - Livingston
7.49
20061737
Barcla
