EXHIBIT 10.1
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is
dated
and effective as of March 1, 2007, between Column Financial, Inc.,
a Delaware
corporation ("Column"), 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
Column 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 (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 Moody's Investors Service, Inc. and Fitch, 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
March 1, 2007
(the "Pooling and Servicing Agreement"), among the Depositor, as
depositor,
Capmark Finance Inc., as master servicer (in such capacity, the
"Master
Servicer"), Midland Loan Services, 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-C1 (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
March 1, 2007 (the "Underwriting Agreement"), between the
Depositor, Credit
Suisse Securities, California Fina Group, Inc. (DBA: Finacorp
Securities),
Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC.
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 March 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 October 30, 2006 (the "Base
Prospectus"),
and the supplement to the Base Prospectus dated March 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
March 1, 2007 (the "Confidential Offering Circular"), as it may be
amended or
supplemented at any time hereafter.
Column 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 March 1, 2007 (the "Indemnification Agreement"),
among Column,
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 March 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. The purchase
and sale of
the Mortgage Loans shall take place on March 16, 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
March 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, including all
interest and
principal received on or with respect to the Mortgage Loans after
the Cut-off
Date (other than scheduled payments of interest and principal due
on or before
the Cut-off Date), together with all of the right, title and
interest of the
Seller in and to the proceeds of any related title, hazard or other
insurance
policies and any escrow, reserve or other comparable accounts
related to the
Mortgage Loans.
(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
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 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.
(g) The Mortgage Loan Schedule, as it may be amended from time
to
time, shall conform to the requirements set forth in the Pooling
and Servicing
Agreement. The Seller shall, within 15 days of its discovery or
receipt of
notice of any error on the Mortgage Loan Schedule, amend such
Mortgage Loan
Schedule and deliver to the Purchaser or the Trustee, as the case
may be, an
amended Mortgage Loan Schedule.
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 5(e)).
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 (as defined in Section
5(a) hereof),
pursuant to Section 5(a) 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 "March 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 Loan Detail (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 Loan Detail (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 Loan Detail 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 Notice of Breach; Cure, Repurchase and Substitution.
(a) The Trustee or its designee shall provide the Seller with
written notice of any Material Breach or Material Document Defect
with respect
to any Mortgage Loan. Within 90 days (or in the case of a Material
Document
Defect that consists of the failure to deliver a Specially
Designated Mortgage
Loan Document with respect to any Mortgage Loan, 15 days) after the
earlier of
discovery or receipt of written notice by the Seller that there has
been a
Material Breach or Material Document Defect with respect to any
Mortgage Loan
(such 90-day (or, if applicable, 15-day) period, the "Initial
Resolution
Period"), the Seller shall, subject to Section 5(b), Section 5(c)
and Section
5(d) below, (i) correct or cure such Material Breach or Material
Document
Defect, as the case may be, in all material respects or (ii)
repurchase the
Mortgage Loan affected by such Material Breach or Material Document
Defect, as
the case may be (such Mortgage Loan, a "Defective Mortgage Loan"),
at the
applicable Purchase Price, with payment to be made in accordance
with the
reasonable directions of the Master Servicer; provided that if the
Seller shall
have delivered to the Trustee a certification executed on behalf of
the Seller
by an officer thereof stating (i) that such Material Breach or
Material Document
Defect, as the case may be, does not relate to whether the
Defective Mortgage
Loan is or, as of the Closing Date (or, in the case of a
Replacement Mortgage
Loan, as of the related date of substitution), was a "qualified
mortgage" within
the meaning of Section 860G(a)(3) of the Code (a "Qualified
Mortgage"), (ii)
that such Material Breach or Material Document Defect, as the case
may be, is
capable of being 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, (iv) what actions the
Seller is
pursuing in connection with the cure thereof, and (v) that the
Seller
anticipates that such Material Breach or Material Document Defect,
as the case
may be, will be cured within an additional period not to exceed the
applicable
Resolution Extension Period (as defined below), then the Seller
shall have an
additional period equal to the applicable Resolution Extension
Period to
complete such 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 regulation section
1.860G-2(f)) and
if the Defective Mortgage Loan is still subject to the Pooling and
Servicing
Agreement, then the Seller may, at its option, subject to the
terms, conditions
and limitations set forth in the Pooling and Servicing Agreement,
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. The Seller shall have
no
obligation to monitor the Mortgage Loans 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 a Mortgage Loan,
it will
notify the Trustee.
"Resolution Extension Period" shall mean:
(i) for purposes of remediating a Material Breach with respect
to
any
Mortgage Loan, 90 days;
(ii) for purposes of remediating a Material Document Defect
with
respect to
any Mortgage Loan that is and remains a Performing Mortgage
Loan
throughout 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 (A) the 90th day following the
end of
such Initial Resolution Period and (B) the 45th day following
the
Seller's
receipt of written notice from the Trustee, 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
any Mortgage Loan that is a Performing Mortgage 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 the earlier of
(A) the
end of such Initial Resolution Period and (B) the Seller's
receipt
of written
notice from the Trustee, 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
any Mortgage Loan that is a Specially Serviced Mortgage Loan as
of the
commencement of the applicable Initial Resolution Period, zero
(-0-)
days, provided that, if the Seller did not receive written
notice
from the
Trustee, 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 will be
deemed to
have occurred during such Initial Resolution Period and clause
(iii) of
this definition will be deemed to apply;
provided that, except as otherwise set forth in the following two
provisos,
there shall be no Resolution Extension Period in respect of a
Material Document
Defect involving a Specially Designated Mortgage Loan Document for
any Mortgage
Loan; and provided, further, that if a Material Document Defect
exists with
respect to any Mortgage Loan, if such Mortgage Loan is then subject
to the
Pooling and Servicing Agreement, and if the Seller escrows with the
Master
Servicer, prior to the end of the Initial Resolution Period and any
Resolution
Extension Period otherwise applicable to the remediation of such
Material
Document Defect without regard to this proviso, cash in the amount
of the then
Purchase Price for such Mortgage Loan and subsequently delivers to
the Master
Servicer, on a monthly basis, such additional cash as may be
necessary to
maintain a total escrow equal to the Purchase Price for such
Mortgage Loan as
such Purchase Price may increase over time (the total amount of
cash delivered
to the Master Servicer with respect to any Mortgage Loan as
contemplated by this
proviso or the immediately following proviso, the "Purchase Price
Security
Deposit"), then the Resolution Extension Period applicable to the
remediation of
such Material Document Defect shall be extended until the earliest
of (i) the
second anniversary of the Closing Date, (ii) the date on which such
Mortgage
Loan is no longer outstanding and part of the Trust Fund, and (iii)
if such
Mortgage Loan becomes a Specially Serviced Mortgage Loan under the
Pooling and
Servicing Agreement, and if the Special Servicer determines in its
reasonable
judgment that such Material Document Defect will materially
interfere with or
delay the realization against the related Mortgaged Property or
materially
increase the cost thereof, the end of the 30th day following the
Seller's
receipt of written notice from the Special Servicer of the
occurrence of the
related Servicing Transfer Event and of such determination; and
provided,
further, that if the Material Document Defect referred to in the
preceding
proviso consists of a failure to deliver a Specially Designated
Mortgage Loan
Document with respect to any Mortgage Loan, and if the Seller
delivers to the
Master Servicer a Purchase Price Security Deposit equal to 25% of
the
outstanding principal balance of the subject Mortgage Loan, then
the Resolution
Extension Period applicable to the remediation of such Material
Document Defect
shall be extended to, and include, the 15th day following the end
of the
applicable Initial Resolution Period.
The Master Servicer shall establish, and maintain any Purchase
Price
Security Deposit delivered to it with respect to any Mortgage Loan
in, one or
more accounts (individually and collectively, the "Purchase Price
Security
Deposit Account") and shall be entitled to make withdrawals from
such account(s)
for the following purposes: (i) to cover any costs and expenses
resulting from
the applicable Material Document Defect; (ii) upon any discounted
payoff or
other liquidation of such Mortgage Loan, to cover any Realized Loss
related
thereto; and (iii) if the Seller so directs, or if the balance on
deposit in the
Purchase Price Security Deposit Account declines, and for 45 days
remains, below
the Purchase Price for such Mortgage Loan (except where a Purchase
Price
Security Deposit equal to 25% of the outstanding principal balance
of the
subject Mortgage Loan is permitted to be delivered in order to
obtain a 15-day
Resolution Extension Period with respect to the failure to deliver
a Specially
Designated Mortgage Loan Document), or if such Material Document
Defect is not
remedied on or before the second anniversary of the Closing Date,
or if such
Mortgage Loan becomes a Specially Serviced Mortgage Loan under the
Pooling and
Servicing Agreement and the Special Servicer determines in its
reasonable
judgment that such Material Document Defect will materially
interfere with or
delay the realization against the related Mortgaged Property or
materially
increase the costs thereof and the Seller has received 30 days'
prior written
notice from the Special Servicer of the occurrence of the related
Servicing
Transfer Event and of such determination, to apply the Purchase
Price Security
Deposit to a full or partial, as applicable, payment of the
Purchase Price for
such Mortgage Loan (with the Seller to pay any remaining balance of
such
Purchase Price). The Seller may obtain a release of the Purchase
Price Security
Deposit for any Mortgage Loan (net of any amounts payable therefrom
as
contemplated by the prior sentence) upon such Mortgage Loan's being
paid in full
or otherwise satisfied, liquidated or removed from the Trust Fund
or upon the
subject Material Document Defect's being remedied in all material
respects. The
Seller may direct the Master Servicer to invest or cause the
investment of the
funds deposited in any Purchase Price Security Deposit Account in
one or more
Permitted Investments that bear interest or are sold at a discount
and that
mature, unless payable on demand, no later than the Business Day
prior to the
next Master Servicer Remittance Date. The Master Servicer shall act
upon the
written instructions of the Seller with respect to the investment
of funds in
any Purchase Price Security Deposit Account in such Permitted
Investments,
provided that in the absence of appropriate written instructions
from the
Seller, the Master Servicer shall have no obligation to invest or
direct the
investment of funds in such Purchase Price Security Deposit
Account. All income
and gain realized from the investment of funds deposited in any
Purchase Price
Security Deposit Account shall be for the benefit of the Seller and
shall be
withdrawn by the Master Servicer and remitted to the Seller on each
Master
Servicer Remittance Date (net of any losses incurred and any
deposits required
to be made by the Seller as contemplated by the second proviso to
the prior
paragraph), and the Seller shall remit to the Master Servicer from
the Seller's
own funds for deposit into such Purchase Price Security Deposit
Account the
amount of any realized losses (net of realized gains) in respect of
such
Permitted Investments immediately upon realization of such net
losses and
receipt of written notice thereof from the Master Servicer;
provided that the
Seller shall not be required to make any such deposit for any
realized loss
which is incurred solely as a result of the insolvency of the
federal or state
depository institution or trust company that holds such Purchase
Price Security
Deposit Account. Neither the Trustee nor the Master Servicer shall
have any
responsibility or liability with respect to the investment
directions of the
Seller, the investment of funds in any Purchase Price Security
Deposit Account
in Permitted Investments or any losses resulting therefrom.
If one or more (but not all) of the Mortgage Loans constituting
a
Cross-Collateralized Group are to be repurchased or replaced by the
Seller as
contemplated by this Section 5(a), then, prior to the subject
repurchase or
substitution, the Master Servicer shall use reasonable efforts,
subject to the
terms of such Mortgage Loans, to prepare and, to the extent
necessary and
appropriate, have executed by the related Borrower and record,
such
documentation as may be necessary to terminate the
cross-collateralization
between the Mortgage Loans in such Cross-Collateralized Group that
are to be
repurchased or replaced, on the one hand, and the remaining
Mortgage Loans
therein, on the other hand, such that those two groups of Mortgage
Loans are
each secured only by the Mortgaged Properties identified in the
Mortgage Loan
Schedule as directly corresponding thereto, provided that no such
termination
shall be effected unless and until (i) the Controlling Class
Representative has
consented in writing (which consent may be given or withheld in its
sole
discretion) and (ii) the Trustee and the Master Servicer shall have
received
from the Seller (A) an Opinion of Counsel from independent counsel
to the effect
that such termination will not cause an Adverse REMIC Event to
occur with
respect to the Upper-Tier REMIC or the Lower-Tier REMIC or an
Adverse Grantor
Trust Event with respect to the Grantor Trust and (B) written
confirmation from
each Rating Agency that such termination will not cause an Adverse
Rating Event
to occur with respect to any Class of Rated Certificates; and
provided, further,
that the Seller may, at its option, repurchase or replace the
entire subject
Cross-Collateralized Group pursuant to the first paragraph of this
Section 5(a)
in lieu of terminating the cross-collateralization. All costs and
expenses
incurred by the Trustee and the Master Servicer pursuant to this
paragraph shall
be included in the calculation of Purchase Price for the Mortgage
Loan(s) to be
repurchased or replaced.
If one or more (but not all) of the Mortgage Loans constituting
a
Cross-Collateralized Group are to be repurchased or replaced by the
Seller as
contemplated by the immediately preceding paragraph, the Seller
must satisfy
both the requirements set forth in the immediately preceding
paragraph and the
Crossed Mortgage Loan Repurchase Criteria (as defined in the
Pooling and
Servicing Agreement).
If the cross-collateralization of any Cross-Collateralized Group
of
Mortgage Loans cannot be terminated as contemplated by the second
preceding
paragraph for any reason (including, but not limited to, the
Seller's failure to
satisfy any of the conditions set forth in the first proviso to the
first
sentence of the second preceding paragraph), or if the proposed
repurchase or
replacement of less than all of the Mortgage Loans included within
such
Cross-Collateralized Group does not satisfy the applicable Crossed
Mortgage Loan
Repurchase Criteria as contemplated by the immediately preceding
paragraph,
then, for purposes of (i) determining whether the subject Breach or
Document
Defect is a Material Breach or Material Document Defect, as the
case may be, and
(ii) the application of remedies (including, without limitation,
repurchase and
replacement as contemplated by this Section 5(a)), such
Cross-Collateralized
Group shall be treated as a single Mortgage Loan.
Whenever one or more mortgage loans are substituted by the
Seller
for a Defective Mortgage Loan as contemplated by this Section 5(a),
the Seller
shall (i) deliver the related Mortgage File for each such
substitute mortgage
loan to the Trustee, (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 Trustee. No mortgage loan may be substituted for a Defective
Mortgage
Loan as contemplated by this Section 5(a) if the Defective Mortgage
Loan to be
replaced was itself a Replacement Mortgage Loan, in which case,
absent 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 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 received by the Master Servicer or the
Special
Servicer on behalf of the Trust on or prior to the related date of
repurchase or
replacement, shall belong to the Trust Fund. 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, and received by the Master Servicer or the Special Servicer
on behalf of
the Trust, after the related date of repurchase or replacement,
shall belong to
the Seller (or, if applicable, any person effecting such repurchase
or
substitution in the place of the Seller).
(b) Notwithstanding Section 5(a), if there exists a Breach of
any
representation or warranty on the part of the Seller with respect
to any
Mortgage Loan set forth in, or made pursuant to, Section 4(b) or
4(d) of this
Agreement that the related Mortgage Loan Documents or any
particular related
Mortgage Loan Document requires the related Borrower to bear the
costs and
expenses associated with any particular action or matter under such
Mortgage
Loan Document(s), then the Seller shall, within 90 days of the
Seller's receipt
of written direction from the Master Servicer or the Special
Servicer, pay the
amount of any such costs and expenses borne by the Trust that are
the basis of
such Breach and have not been reimbursed by the related Borrower;
provided,
however, that in the event any such costs and expenses exceed
$10,000, the
Seller shall have the option to repurchase such Mortgage Loan at
the applicable
Purchase Price as contemplated by Section 5(a), replace such
Mortgage Loan and
pay the applicable Substitution Shortfall Amount as contemplated by
Section 5(a)
or pay such costs and expenses. Except as provided in the proviso
to the
immediately preceding sentence, the Seller shall remit the amount
of such costs
and expenses and upon its making such payment, the Seller shall be
deemed to
have cured such Breach in all respects. Provided such payment is
made, this
paragraph describes the sole remedy available to the
Certificateholders and the
Trustee on their behalf regarding any such Breach, regardless of
whether it
constitutes a Material Breach, and the Seller shall not be
obligated to
repurchase or otherwise cure such Breach under any
circumstances.
(c) If any Defective Mortgage Loan is to be repurchased or
replaced
as contemplated by Section 5(a), the Seller shall amend the
Mortgage Loan
Schedule 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 Master Servicer.
It shall be a condition to any repurchase or replacement of a
Defective Mortgage Loan by the Seller pursuant to Section 5(a) that
the Trustee
shall have executed and delivered such endorsements and instruments
of release,
transfer and/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) and the related Mortgage Loan Documents, to the extent
that such
ownership interest was transferred to the Purchaser hereunder.
(d) If, on or after September 30, 2008, the Seller receives
notice
of a Material Document Defect with respect to any Mortgage Loan,
which Material
Document Defect constitutes a Recording Omission, and if such
Mortgage Loan is
still subject to the Pooling and Servicing Agreement, then the
Seller, with the
written consent of the Controlling Class Representative, which
consent may be
granted or withheld in its sole discretion, and written
confirmation from each
Rating Agency that the following arrangement will not result in an
Adverse
Rating Event with respect to any Class of Rated Certificates, in
lieu of
repurchasing or replacing such Mortgage Loan (as and to the extent
contemplated
by Section 5(a) above), but in no event later than such repurchase
would have to
have been completed, establish a Recording Omission Credit or a
Recording
Omission Reserve with the Master Servicer; provided that if the
Seller has
already established a Purchase Price Security Deposit with respect
to such
Mortgage Loan in accordance with Section 5(a), the outstanding
balance of such
Purchase Price Security Deposit (when, if applicable, combined with
an
additional amount being tendered by the Seller) is not less than
the amount of
the required Recording Omission Reserve and the establishment of a
Recording
Omission Reserve will not result in an Adverse Rating Event with
respect to any
Class of Rated Certificates, the existing Purchase Price Security
Deposit
(together with any additional amount being tendered by the Seller,
if
applicable) shall constitute the establishment of a Recording
Omission Reserve
with respect to such Mortgage Loan for purposes of this Section
5(d). In
furtherance of the preceding sentence, the Master Servicer shall
establish one
or more accounts (individually and collectively, the "Special
Reserve Account"),
each of which shall be an Eligible Account, and the Master Servicer
shall
deposit any Recording Omission Reserve into the Special Reserve
Account within
one Business Day of receipt. The Seller may direct the Master
Servicer to invest
or cause the investment of the funds deposited in the Special
Reserve Account in
one or more Permitted Investments that bear interest or are sold at
a discount
and that mature, unless payable on demand, no later than the
Business Day prior
to the next Master Servicer Remittance Date. The Master Servicer
shall act upon
the written instructions of the Seller with respect to the
investment of funds
in the Special Reserve Account in such Permitted Investments,
provided that in
the absence of appropriate written instructions from the Seller,
the Master
Servicer shall have no obligation to invest or direct the
investment of funds in
such Special Reserve Account. All income and gain realized from the
investment
of funds deposited in such Special Reserve Account shall be for the
benefit of
the Seller and shall be withdrawn by the Master Servicer and
remitted to the
Seller on each Master Servicer Remittance Date (net of any losses
incurred), and
the Seller shall remit to the Master Servicer from the Seller's own
funds for
deposit into such Special Reserve Account the amount of any
realized losses (net
of realized gains) in respect of such Permitted Investments
immediately upon
realization of such net losses and receipt of written notice
thereof from the
Master Servicer; provided that the Seller shall not be required to
make any such
deposit for any realized loss which is incurred solely as a result
of the
insolvency of the federal or state depository institution or trust
company that
holds such Special Reserve Account. Neither the Trustee nor the
Master Servicer
shall have any responsibility or liability with respect to the
investment
directions of the Seller, the investment of funds in the Special
Reserve Account
in Permitted Investments or any losses resulting therefrom. A
Recording Omission
Credit shall (i) entitle the Master Servicer to draw upon the
Recording Omission
Credit on behalf of the Trustee upon presentation of only a sight
draft or other
written demand for payment, (ii) permit multiple draws by the
Master Servicer,
and (iii) be issued by such issuer and containing such other terms
as the Master
Servicer may reasonably require to make such Recording Omission
Credit
reasonably equivalent security to a Recording Omission Reserve in
the same
amount. Once a Recording Omission Reserve or Recording Omission
Credit is
established with respect to any Mortgage Loan, the Master Servicer
shall, from
time to time, withdraw funds from the related Special Reserve
Account or draw
upon the related Recording Omission Credit, as the case may be, and
apply the
proceeds thereof to pay the losses or expenses directly incurred by
the Trust as
a result of a Recording Omission. The Recording Omission Reserve or
Recording
Omission Credit or any unused balance thereof with respect to any
Mortgage Loan
will be released to the Seller by the Master Servicer upon the
earlier of the
Seller's cure of all Recording Omissions with respect to such
Mortgage Loan
(provided that the Trust has been reimbursed with respect to all
losses and
expenses relating to Recording Omissions with respect to such
Mortgage Loan) and
such Mortgage Loan's no longer being a part of the Trust Fund under
the Pooling
and Servicing Agreement.
(e) It is understood and agreed that the obligations of the
Seller
set forth in this Section 5 to cure a Material Breach or a Material
Document
Defect, repurchase or replace the related Defective Mortgage
Loan(s), cover
certain expenses or establish a Purchase Price Security Deposit, a
Recording
Omission Credit or a Recording Omission Reserve with respect to the
related
Defective Mortgage Loan(s), constitute the sole remedies against
the Seller
available to the Purchaser, the Certificateholders or the Trustee
on behalf of
the Certificateholders with respect to a Breach or Document Defect
in respect of
any Mortgage Loan.
(f) If the Seller disputes that a Material Document Defect or
Material Breach exists with respect to a Mortgage Loan or otherwise
refuses (i)
to effect a correction or cure of such Material Document Defect or
Material
Breach, (ii) to repurchase the affected Mortgage Loan from the
Purchaser or its
assignee or (iii) to replace such Mortgage Loan with a Qualifying
Substitute
Mortgage Loan, each in accordance with the foregoing provisions of
this Section
5, then (provided that (A) the Mortgage Loan is then subject to the
Pooling and
Servicing Agreement, (B) at least the applicable Initial Resolution
Period has
expired and (C) the Mortgage Loan is then in default and is then a
Specially
Serviced Mortgage Loan), the Special Servicer may, subject to the
Servicing
Standard, modify, work-out or foreclose, sell or otherwise
liquidate (or permit
the liquidation of) the Mortgage Loan pursuant to the terms of the
Pooling and
Servicing Agreement, while pursuing the repurchase claim, and such
action shall
not be a defense to the repurchase claim or alter the applicable
Purchase Price
(it being understood and agreed that the foregoing is not intended
to otherwise
delay the actions of the Special Servicer with respect to a
Specially Serviced
Mortgage Loan).
If any REO Property in respect of any Mortgage Loan is subject
to
the Pooling and Servicing Agreement and there is any alleged
Material Document
Defect or Material Breach with respect to such REO Property or the
related
Mortgage Loan, then the Seller shall be notified promptly and in
writing by the
Special Servicer of any offer that it receives to purchase such REO
Property.
Upon the receipt of such notice by the Seller, the Seller shall
then have the
right to repurchase such REO Property from the Trust at a purchase
price equal
to the amount of such offer. The Seller shall have three (3)
Business Days to
purchase such REO Property from the date that it was notified of
such offer. The
Special Servicer shall be obligated to provide the Seller with any
appraisal or
other third-party reports relating to such REO Property within its
possession to
enable the Seller to evaluate such REO Property. Any sale of a
Mortgage Loan, or
foreclosure upon such Mortgage Loan and sale of any related REO
Property, to a
Person other than the Seller shall be (i) without recourse of any
kind (either
expressed or implied) by such Person against the Seller and (ii)
without
representation or warranty of any kind (either expressed or
implied) by the
Seller to or for the benefit of such Person.
The fact that a Material Document Defect or Material Breach is
not
discovered until after foreclosure (but in all instances prior to
the sale of
the subject Mortgage Loan or REO Property) shall not prejudice any
claim of the
Trust against the Seller for repurchase of the subject Mortgage
Loan or REO
Property. The provisions of this Section 5 regarding remedies
against the Seller
for a Material Breach or Material Document Defect with respect to
any Mortgage
Loan shall also apply to the related REO Property.
If the Seller fails to correct or cure the Material Document
Defect
or Material Breach or purchase the subject REO Property, then the
provisions
above regarding notice of offers related to such REO Property and
the Seller's
right to purchase such REO Property shall apply. If a court of
competent
jurisdiction issues a final order that the Seller is or was
obligated to
repurchase the related Mortgage Loan or REO Property or the Seller
otherwise
accepts liability, then, after the expiration of any applicable
appeal period,
but in no event later than the termination of the Trust pursuant to
the Pooling
and Servicing Agreement, the Seller will be obligated to pay to the
Trust the
amount, if any, by which the applicable Purchase Price exceeds any
Liquidation
Proceeds received upon such liquidation (including those arising
from any sale
to the Seller); provided that the prevailing party in such action
shall be
entitled to recover all costs, fees and expenses (including
reasonable
attorneys' fees) related thereto.
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 7 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 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 7, 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 Delaware 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 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
3414 Peachtree
Road, N.E., Suite 1140, Atlanta, Georgia 30326, Attention:
President, Telecopy
No: (404) 239-0419, 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 any
disclosure
information relating to any event reasonably determined in good
faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form
10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in
such form),
including, without limitation, the disclosure required 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 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, and shall
provide
disclosure relating to any other event reasonably determined by the
Depositor as
required to be disclosed on Form 8-K, Form 10-D or Form 10-K within
two (2)
Business Days following the Depositor's request for such disclosure
language.
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.
COLUMN FINANCIAL, INC.
By:/s/ Jeffrey Altabef
--------------------------------------
Name: Jeffrey Altabef
Title: Vice President
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.
By:/s/ Jeffrey Altabef
--------------------------------------
Name: Jeffrey Altabef
Title: Vice President
<PAGE>
Exhibit A - Mortgage Loan Schedule
Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 2007-C1
Combined Collateral
[to be attached]
<PAGE>
CSMC 2007-C1
Exhibit B-1A
March 16, 2007
<TABLE>
<CAPTION>
#
Property Name
---
------------------------------------------------------------------
<S>
<C>
1
Savoy Park
2
CVI Multifamily Apartment Portfolio
3
Mansions at Steiner Ranch
4
Mansions on the Green I
5
Mansions at Canyon Creek
6
Mansions on the Green II
7
City Place
8
HGA Portfolio
10
Trident Center
12
El Ad Florida Multifamily Portfolio
13
717 North Harwood Street
14
Conrad Indianapolis
15
Pinnacle at Tutwiler
17
20 S Clark
18
Syracuse Office Portfolio
20
Wellington Ridge
21
The Shoreham Hotel
23
Brentwood Downs
24
Plymouth Corp. Center
26
Promenade at Tutwiler Farm
28
Blockbuster Warehouse
29
Fairwinds Northpointe
30
Fairwinds Sand Creek
31
Marsh Creek Corporate Center
33
1025 Old Country Road
36
Memphis International Airport Center
37
Spectra II - POOL 5
38
Chandler Heights Marketplace
44
Sabal Point
45
Campbell Center
47
Golden Cove
50
Archdale Marketplace
51
North Woods at the Four Seasons
52
Island Club
54
Players Club
57
Olivera Crossing
58
Lake Worth Gardens
59
Chase Monroe
61
Riverbend Apartments
63
Rambling Oaks
72
Bella on Broadway
74
Parkwood II
75
Cinnamon Ridge Apartments
76
GHG Portfolio Buckhead
77
Crescent Oaks Apartments
78
Forest Estates Apartments
79
The Fountains
80
Crowne Plaza Harrisburg
81
Eastway Crossing
82
Glendale Thunderbird Plaza
83
Arrowood Crossing
84
Radisson Fort Worth
86
Hampton Inn Riverplace
88
700 Longwater Drive
89
Loudoun Tech Center I
91
Hilton Garden Inn Layton
92
Springhill Suites Mooresville
93
North Leg Plaza
94
Southgate Shopping Center
95
Westgate Shopping Center
96
The
Shoppes at Twin Oaks
98
Land of Lincoln Building
99
Airport Industrial
100
Slater Office Building
102
Holiday Inn Express Hotel & Suites Woodway
106
Shades Creek Office Building
108
Odyssey North
109
Central Park Shopping Center
110
Holiday Inn Express Kennesaw
111
Woodmark at Steel Lake
113
Oakview Apts & Ballard Plaza Combined
116
Greentree Apartments
117
National Parkway
118
Woodlands of Plano Apartments
119
Scriber Gardens
120
Avenue Shoppes
121
El Toreador
123
Twin Oaks Industrial Center
124
Scott Village Shopping Center
125
Sherwood Apartments
127
Morgan Estates
128
4550 Lena Drive
129
Timmaron Apartments
132
Holiday Inn Express Bessemer
133
500 North Pulaski
134
Spectrum Plaza Shopping Center
135
EPS Building
138
Hampton Inn Janesville
139
Waddell Plaza
140
College Park Plaza
142
Carrollwood Oaks SC
143
La Mirage Retail
145
1025 Ocean Ave Apartments
146
Radio Drive Professional Building
147
Secured Self Storage
148
Miramar Center
149
Oak Ridge Center
150
801 Tilton Road
151
Denison Park Apartments
152
Plantation Warehouse
154
Benton Park Shopping Center
156
Whispering Timbers
157
Ryan Place Apartments
158
Palm Gardens
159
Range Vista
160
Best Western Villa Del Lago Inn
161
Florence Plaza
162
CVS--Naples FL
163
Best Western Hotel & Suites Sebastian
165
White House Shops
166
Lancaster K-8 Avenue Industrial
169
Westminster Park Building
170
Pierce Community Bank Building
171
Franklin Apartments
172
Vernon Apartments
173
Amberley House
174
Plantation Plaza
177
Federal Express Bakersfield
178
San Dimas Retail
179
I-Loft
180
37th Street
181
Harvest Plaza Phase II
182
The Dale Building
184
Encino Shoppes, LLC
185
Quail Northwest
186
Lakewood Country Club Center
187
McMinnville Town Center
189
90 Good Drive
190
Madison Boulevard Service Center
191
Hampton Inn Wilkesboro
193
Wick Lane Shopping Center
194
Wake Forest Eatery
195
80 Windward Ave
196
Palm Harbor Professional Center
197
Centre Green Square at Whitehall
198
Arbors Apartments
199
Trinity Oaks
201
A&B Self Storage
202
4000 Aerial Center
203
Summerfield Village
205
Lakeview Self Storage
208
CVS New Port Richey
210
Deer Valley Industrial
211
Worthington Apartments
213
Sleep Inn Phoenix
214
Town & Country Apartments
215
Cades Center
216
Harbour Bend Office
217
820 Sunland Park
218
Windward Plaza
219
Springwood Apts SC
220
Tabernacle Towers
221
U Store
222
GHG Perimeter Center
223
North Fork Crossing
224
7th & Orange Avenue
225
Palisades Retail
226
Custer Place
227
Saddle Rock Village Center
228
Twin Pines Apartments
229
2110 South Lamar Shopping Center
231
Rufe Snow Plaza
232
North Highland Shopping Center
233
Raceway Plaza
236
Security Storage Tuscaloosa
237
Meridian Retail
238
Las Haciendas Apartments
239
10703 J Street
240
Stewart Place
241
Harrington Woods MHP
242
48-19 Vernon Boulevard
243
Sagemont Plaza
244
Worthington Professional Building
245
South Shore Center
246
1021 National Road
248
Westside Market Place
249
Sienna Gardens
Office
250
Cedar Park Crossing
251
Market Place Shopping Center
<CAPTION>
# Address
---
------------------------------------------------------------------------------------------------------------------------------
<S>
<C>
1 45 West 139th Street
2 Various
3 4500 Steiner Ranch
Boulevard
4 7711 O'Connor Drive
5 9009 North FM 620
6 7720 O'Connor Drive
7 700 South Rosemary
Avenue
8 Various
10 11355-11377 Olympic
Boulevard
12 Various
13 717 North Harwood Street
14 50 West Washington
Street
15 5006-5078 Tutwiler Farms
Road
17 20 South Clark Street
18 Various
20 3789 Lawrenceville
Highway
21 33 West 55th Street
23 500 Pleasant Hill Road
24 625 West Ridge Pike
26 1600-1654 Gadsden
Highway
28 3000 Redbud Boulevard
29 520 East Holland Avenue
30 3310 Valencia Drive
31 1,15,35,55,75 East Uwchlan
Avenue and 91 Sheree Boulevard
33 1025 Old Country Road
36 3500 & 3560 Air Center
Cove, 3300 Jet Cove, 3474,3510,3570 & 3644 Winchester Road,
3422 Prescott Boulevard and 3677 Miac Drive
37 Various
38 4850-4990 South Gilbert
Road
44 12512 Sabal Point Drive
45 2955 Keith Street
Northwest
47 31098, 31100-31250 Hawthorne
Boulevard
50 5801 - 6025 South
Boulevard
51 64 Four Seasons Road
52 7938 Island Club Drive
54 1100 Players Court
57 3375 Port Chicago
Highway
58 3927 Hadjes Drive
59 2163 Commerce Drive
61 100 Riverbend Drive
63 Various
72 436 Broadway
74 10055 Grogan's Mill Road
75 6565 Spencer Highway
76 Various
77 6718 De Moss Drive
78 9655 Chimney Hill Lane
79 Various
80 23 South 2nd Street
81 3704-3122 Eastway Drive
82 Northeast Corner of
Thunderbird Road and 59th Avenue
83 2109 Arrowcreek Drive
84 2540 Meachum Boulevard
86 171 Riverplace
88 700 Longwater Drive
89 21251 Ridgetop Circle
91 762 Heritage Park
Boulevard
92 121 Gateway Boulevard
93 3246 Wrightsboro Road
94 317 South Slappey
Boulevard
95 125 North Virginia
Avenue
96 3601, 3626, 3641 Cox
Road
98 325 West Adams Street
99 2563 Airport Industrial
Drive
100 10101 Slater
Avenue
102 6808 Woodway
Drive
106 820 Shades
Creek Parkway
108 731 South
Pear Orchard Road
109 1754 Central
Park and 5135 Times Square Plaza
110 2485 George
Busbee Parkway
111 31200 23rd
Avenue South
113 Various
116 6200 Airport
Boulevard
117 1026-1100
National Parkway
118 1370 Rigsbee
Road
119 6024 200th
Street Southwest
120 8204 Crystal
Clear Lane
121 601-637 East
San Ysidro Boulevard
123 800-810 Twin
Oaks Valley Road
124 1745 Church
Street
125 3030
Northeast 143rd Street
127 4588 Morgan
View Road
128 4550 Lena
Drive
129 9850
Whitehurst Drive
132 5001 Academy
Lane
133 500 North
Pulaski Road
134 23221 Aldine
Westfield Road
135 1457 Scott
Boulevard
138 2400 Fulton
Street
139 6290
University Drive
140 3269 West
86th Street
142 11111 North
Dale Mabry Highway
143 29563
Northwestern Highway
145 1025 Ocean
Avenue
146 1000 Radio
Drive
147 24789 US
Highway 27
148 6590-6598
Miramar Road
149 333 Main
Street
150 801 Tilton
Road
151 2235-2317
Forestdale Avenue and 3783-3785 West 22nd Street
152 1400
Northwest 65th Avenue
154 2505-2611
South H Street
156 6325 Garden
Road
157 179-320 Dale
Drive and 1632-1638 Main Street
158 1803 Park
Center Drive
159 8300 North
Alcott Street
160 2959 Speno
Drive
161 1910 West
Evans Street
162 4890 Tamiami
Trail East
163 1655 U.S.
Highway 1
165 520 State
Route 76
166 229-249 East
Avenue K-8
169 38-68 Amaral
Street
170 405-413 29th
Street Northeast
171 809 and 911
South Franklin Avenue
172 302 West
Vernon Avenue
173 3501 Section
Road
174 4331-4347
Gunn Highway
177 3105 Gateway
Avenue
178 702-762 West
Arrow Highway
179 5310 South
Alston Avenue
180 331-347 37th
Street
181 8800 Harvest
Oaks Drive
182 1504 Santa
Rosa Road
184 17301
Ventura Boulevard
185 6148, 6152
and 6170 Mae Anne Avenue
186 3215-3225
Carson Street
187 1421 - 1691
Northeast Highway 99 West
189 90 Good
Drive
190 8075 and
8097 Madison Boulevard
191 1300
Collegiate Drive
193 12426
Memorial Drive
194 2101 South
Main Street
195 80 Winward
Avenue
196 35111 US
Highway 19 North
197 3607
Whitehall Park Drive
198 1533 Arbors
Lane
199 9945 Trinity
Boulevard
201 816 Highway
231
202 4000-4020
Aerial Center Parkway
203 4446 US
Highway 220
205 612 32nd
Street South
208 5432 US
Highway 19 North
210 23005 North
15th Avenue
211 100-200
Laura Lane
213 18235 North
27th Avenue
214 2111
Thompson Road
215 1401 West
Reelfoot Avenue
216 2917 West SR
434
217 820 Sunland
Park Drive
218 5315
Windward Parkway
219 410 Sulphur
Springs Road
220 249 East
Tabernacle Street
221 6100 Leon
Circle
222 6280
Peachtree Dunwoody Road
223 2555-2567
North Road
224 1150-1164
East 7th Street
225 15244-15248
West Sunset Boulevard
226 2024 West
15th Street
227 22880 East
Smoky Hill Road
228 12411 8th
Avenue
229 2110 South
Lamar Boulevard
231 5600 Rufe
Snow Drive
232 200 North
Highland Avenue
233 10665-10667
East US Highway 36
236 4150 Walton
Avenue
237 1217 South
Frontage Road
238 515 North
O'Connor
239 10703 J
Street
240 831-841
South Range Line Road
241 April Lane
at Dawns Way
242 48-19 Vernon
Boulevard
243 11504 Hughes
Road
244 748-750 Old
Main Street
245 3020 Marina
Bay Drive
246 1021
National Road
248 1925 North
Street/Highway 33
249 10799 West
Twain Avenue
250 1625 North
Bell Boulevard
251 7536 Woodrow
Street
<CAPTION>
Zip
Mortgage
Original
Cut-off
Remaining
# City
State Code
Rate (%)
Balance ($)
Balance ($)
Term
---
----------------------- ------- ------- ----------- ---------------
---------------
---------
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1 New York
NY
10037
6.135%
$210,000,000.00
$210,000,000.00
82
2 Various
Various Various
6.098686511%
$179,784,800.00
$179,784,800.00
56
3 Austin
TX
78732
5.770%
$61,727,334.00 $61,727,334.00
118
4 Round Rock
TX
78681
5.770%
$37,226,506.00 $37,226,506.00
118
5 Austin
TX
78726
5.770%
$35,376,585.00 $35,376,585.00
118
6 Round Rock
TX
78681
5.770%
$25,669,575.00 $25,669,575.00
118
7 West Palm Beach
FL
33401
6.270%
$150,000,000.00
$150,000,000.00
115
8 Various
Various Various
5.085%
$123,300,000.00
$123,300,000.00
116
10 Los Angeles
CA
90064
5.299%
$101,850,000.00
$101,850,000.00
119
12 Various
FL
Various
5.650%
$79,200,000.00 $79,200,000.00
118
13 Dallas
TX
75201
6.316%
$64,000,000.00 $64,000,000.00
52
14 Indianapolis
IN
46204
5.800%
$55,000,000.00 $55,000,000.00
117
15 Trussville
AL
35173
5.642%
$48,515,172.00 $48,515,172.00
117
17 Chicago
IL
60603
5.510%
$40,500,000.00 $40,500,000.00
119
18 Syracuse
NY
Various
5.710%
$38,800,000.00 $38,800,000.00
119
20 Lawrenceville
GA
30044
5.655%
$36,000,000.00 $36,000,000.00
118
21 New York
NY
10019
6.090%
$35,000,000.00 $35,000,000.00
116
23 Lilburn
GA
30047
5.655%
$33,200,000.00 $33,200,000.00
118
24 Conshohocken
PA
19428
5.760%
$31,692,500.00 $31,692,500.00
119
26 Trussville
AL
35173
5.642%
$30,084,828.00 $30,084,828.00
117
28 McKinney
TX
75069
5.690%
$30,000,000.00 $29,870,980.96
118
29 Spokane
WA
99218
5.810%
$16,400,000.00 $16,400,000.00
117
30 Idaho Falls
ID
83404
5.810%
$12,700,000.00 $12,700,000.00
117
31 Exton
PA
19341
5.650%
$28,400,000.00 $28,400,000.00
119
33 Westbury
NY
11590
5.630%
$27,000,000.00 $27,000,000.00
118
36 Memphis
TN
38109
6.220%
$24,900,000.00 $24,900,000.00
58
37 Various
Various Various
5.650%
$24,140,000.00 $24,140,000.00
118
38 Chandler
AZ
85249
5.460%
$23,446,000.00 $23,446,000.00
118
44 Pineville
NC
28134
5.655%
$19,480,000.00 $19,480,000.00
118
45 Cleveland
TN
37312
6.280%
$19,000,000.00 $18,894,211.16
116
47 Rancho Palos Verdes
CA
90275
5.685%
$16,500,000.00 $16,500,000.00
118
50 Charlotte
NC
28217
5.650%
$14,600,000.00 $14,600,000.00
117
51 Charlottesville
VA
22901
5.940%
$14,500,000.00 $14,500,000.00
117
52 Indianapolis
IN
46214
5.655%
$14,360,000.00 $14,360,000.00
118
54 Nashville
TN
37211
5.655%
$13,800,000.00
$13,800,000.00
118
57 Concord
CA
94520
5.540%
$13,500,000.00 $13,500,000.00
117
58 Lake Worth
FL
33467
6.680%
$13,545,000.00 $13,440,623.91
114
59 Monroe
NC
28110
5.655%
$13,400,000.00 $13,400,000.00
118
61 West Columbia
SC
29169
6.450%
$13,400,000.00 $13,307,744.61
112
63 Various
OK
Various
6.700%
$12,900,000.00 $12,900,000.00
119
72
