Exhibit 4.2
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
COLUMN FINANCIAL, INC.
(Seller)
and
PNC BANK, NATTIONAL ASSOCIATION
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2002
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TABLE OF CONTENTS
Section 1. Transactions on or Prior to the Closing Date........................
Section 2. Closing Date Actions................................................
Section 3. Conveyance of Mortgage Loans........................................
Section 4. Depositor's Conditions to Closing...................................
Section 5. Seller's Conditions to Closing......................................
Section 6. Representations and Warranties of Seller............................
Section 7. Obligations of Seller and PNC Bank..................................
Section 8. Crossed Loans.......................................................
Section 9. [Reserved]..........................................................
Section 10. Representations and Warranties of Depositor.........................
Section 11. Survival of Certain Representations, Warranties and Covenants.......
Section 12. [Reserved]..........................................................
Section 13. Expenses; Recording Costs...........................................
Section 14. Notices.............................................................
Section 15. Examination of Mortgage Files.......................................
Section 16. Successors..........................................................
Section 17. Governing Law.......................................................
Section 18. Severability........................................................
Section 19. Further Assurances..................................................
Section 20. Counterparts........................................................
Section 21. Treatment as Security Agreement.....................................
Section 22. Recordation of Agreement............................................
Section 23. PNC Bank as a Party.................................................
Schedule I Schedule of Transaction Terms
Schedule II-A Mortgage Loan Schedule for Column Loans
Schedule II-B Mortgage Loan Schedule for PNC Bank Loans
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Notes
Schedule V-A Exceptions to Seller's Representations and Warranties
Schedule V-B Exceptions to PNC Bank's Representations and Warranties
Exhibit A Representations and Warranties Regarding the Mortgage Loans
Exhibit B Affidavit of Lost Note
Exhibit C Form of Assignment of Mortgage(s) and Assignment of Assignment
of Lessor's Interests in Leases, Rents and Profits.
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of July
1, 2002, is made by and between COLUMN FINANCIAL, INC., a Delaware corporation
("Seller"), PNC BANK, NATIONAL ASSOCIATION, a national banking association ("PNC
Bank") acting in its capacity as the servicer of the Mortgage Loans (defined
below) identified on the schedule attached hereto as Schedule II-B prior to the
Closing (defined below) and for the limited purposes set forth in Section 23
below, and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation (the "Depositor").
RECITALS
I. Capitalized terms used herein without definition have the meanings
ascribed to them in the Schedule of Transaction Terms attached hereto as
Schedule I, which is incorporated herein by this reference, or, if not defined
therein, in the Pooling and Servicing Agreement.
II. On the Closing Date, and on the terms set forth herein, Seller has
agreed to sell to Depositor and Depositor has agreed to purchase from Seller the
Mortgage Loans identified on the schedules (collectively, the "Mortgage Loan
Schedule") annexed hereto as Schedule II-A and Schedule II-B. Depositor intends
to deposit the Mortgage Loans and other assets into the Trust Fund created
pursuant to the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and for good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor, Seller and PNC Bank (acting in its capacity as the
servicer of the Mortgage Loans identified on Schedule II-B prior to the Closing
and for the limited purposes set forth in Section 23 below) agree as follows:
Section 1. Transactions on or Prior to the Closing Date. On or prior to
the Closing Date, Seller shall have delivered the Mortgage Files with respect to
each of the Mortgage Loans listed in the Mortgage Loan Schedule to LaSalle Bank
National Association as trustee (the "Trustee") or its designee, against receipt
by Seller of a written receipt, pursuant to an arrangement between Seller and
the Trustee; provided, however, that item (p) in the definition of Mortgage File
(below) shall be delivered to the Master Servicer for inclusion in the Servicer
File (defined below) with a copy delivered to the Trustee for inclusion in the
Mortgage File; provided further, that the Seller shall pay (or cause the related
Borrower to pay) any costs of the assignment or amendment of each letter of
credit described under item (p) required in order for the Master Servicer to
draw on such letter of credit pursuant to the terms of the Pooling and Servicing
Agreement and shall deliver the related assignment or amendment documents within
thirty (30) days after the Closing Date. In addition, prior to such assignment
or amendment of a letter of credit, the Seller will take all necessary steps to
enable the Master Servicer to draw on the related letter of credit pursuant to
the terms of the Pooling and Servicing Agreement, including, if necessary,
drawing on the letter of credit in its own name pursuant to written instructions
to draw from the Master Servicer and upon receipt, immediately remitting the
proceeds of such draw (or causing such proceeds to be remitted) to the Master
Servicer.
Section 2. Closing Date Actions. The sale of the Mortgage Loans shall take
place on the Closing Date, subject to and simultaneously with the deposit of the
Mortgage Loans into the Trust Fund, the issuance of the Certificates and the
sale of (a) the Offered Certificates by Depositor to the Underwriters pursuant
to the Underwriting Agreement and (b) the Private Certificates by Depositor to
the Initial Purchaser pursuant to the Certificate Purchase Agreement. The
closing (the "Closing") shall take place at the offices of Cadwalader,
Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other
location as agreed upon between the parties hereto. On the Closing Date, the
following actions shall take place in sequential order on the terms set forth
herein:
(i) Seller shall sell to Depositor, and Depositor shall purchase
from Seller, the Mortgage Loans pursuant to this Agreement for the
Mortgage Loan Purchase Price payable in accordance with instructions
previously provided to Depositor by Seller. The Mortgage Loan Purchase
Price (as defined herein) shall be paid by Depositor to Seller or at its
direction by wire transfer in immediately available funds to an account
designated by Seller on or prior to the Closing Date. The "Mortgage Loan
Purchase Price" paid by Depositor shall be equal to $____________. In
addition, for no consideration other than the Mortgage Loan Purchase
Price, the Seller shall acquire, or cause a nominee to acquire, Seller's
proportionate share of the residual Certificates under the Pooling and
Servicing Agreement.
(ii) Pursuant to the terms of the Pooling and Servicing Agreement,
Depositor shall sell all of its right, title and interest in and to the
Mortgage Loans to the Trustee for the benefit of the Holders of the
Certificates.
(iii) Depositor shall sell to the Underwriters, and the Underwriters
shall purchase from Depositor, the Offered Certificates pursuant to the
Underwriting Agreement, and Depositor shall sell to the Initial Purchaser,
and the Initial Purchaser shall purchase from Depositor, the Private
Certificates pursuant to the Certificate Purchase Agreement.
(iv) The Underwriters will offer the Offered Certificates for sale
to the public pursuant to the Prospectus and the Prospectus Supplement and
the Initial Purchaser will privately place certain classes of the
Certificates pursuant to the Offering Circular.
Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller shall
sell, convey, assign and transfer, subject to the Servicing Rights Purchase
Agreement, dated as of July 29, 2002, between the Seller and Midland Loan
Services, Inc. and the Servicing Rights Purchase Agreement, dated as of July 29,
2002, between PNC Bank and Midland Loan Services, Inc., without recourse except
as provided herein, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule; (ii) all
rights and remedies of the Seller with respect to the Mortgage Loans identified
on Schedule II-B under the PNC Loan Sale Agreement (subject to the limitations
set forth therein), including, without limitation, (y) the representations and
warranties of PNC Bank under the PNC Loan Sale Agreement (excluding the
representations and warranties set forth in Section 6(a)(xiii) thereof) and (z)
the obligations of PNC Bank to cure, substitute for or repurchase such Mortgage
Loans under the PNC Loan Sale Agreement because of PNC Bank's breach of its
representations and warranties made with respect to such Mortgage Loans or its
failure to deliver the related Mortgage Loan Documents pursuant to Section 3
thereof; and (iii) all property of Seller described in Section 21(b) this
Agreement, including, without limitation, (A) all scheduled payments of interest
and principal due on or with respect to the Mortgage Loans after the Cut-off
Date and (B) all other payments of interest, principal or prepayment premiums
received on or with respect to the Mortgage Loans after the Cut-off Date, other
than any such payments of interest or principal or prepayment premiums that were
due on or prior to the Cut-off Date. Each Mortgage File shall contain the
following documents:
(a) the original Note, or with respect to those Mortgage Loans listed in
Schedule IV hereto, a "lost note affidavit" substantially in the form of Exhibit
B hereto and a true and complete copy of the Note, bearing, or accompanied by,
all prior and intervening endorsements or assignments showing a complete chain
of endorsement or assignment from the Mortgage Loan Originator either in blank
or to the Seller, and further endorsed (at the direction of the Depositor given
pursuant to this Agreement) by the Seller, on its face or by allonge attached
thereto, without recourse, either in blank or to the order of the Trustee in the
following form: "Pay to the order of LaSalle Bank National Association, as
trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP3, without recourse, representation or warranty, express or implied;"
(b) a duplicate original Mortgage or a counterpart thereof or, if such
Mortgage has been returned by the related recording office, (A) an original, (B)
a certified copy or (C) a copy thereof from the applicable recording office and
originals or counterparts (or originals or copies of certified copies from the
applicable recording office) of any intervening assignments thereof from the
Mortgage Loan Originator to the Seller, in each case in the form submitted for
recording or, if recorded, with evidence of recording indicated thereon;
(c) an original assignment of Mortgage substantially in the form of
Exhibit C hereto (or an alternative form approved by the Depositor) in
recordable form, either in blank or from the Seller (or the Mortgage Loan
Originator) to "LaSalle Bank National Association, as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CP3;"
(d) an original, counterpart or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the originals,
counterparts or copies of any intervening assignments thereof from the Mortgage
Loan Originator of the Loan to the Seller, in each case in the form submitted
for recording or, if recorded, with evidence of recording thereon;
(e) an original assignment of any related Assignment of Leases (if such
item is a document separate from the Mortgage), substantially in the form of
Exhibit C hereto (or an alternative form approved by the Depositor) in
recordable form, either in blank or from the Seller (or the Mortgage Loan
Originator) to "LaSalle Bank National Association, as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2002-CP3;"
(f) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage) and the
originals or copies of any intervening assignments thereof from the Mortgage
Loan Originator to the Seller;
(g) an original assignment of any related Security Agreement (if such item
is a document separate from the Mortgage), either in blank or from the Seller
(or the Mortgage Loan Originator) to "LaSalle Bank National Association, as
trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP3," which assignment may be included as part of an omnibus assignment
covering other documents relating to the Mortgage Loan provided that such
omnibus assignment is effective under applicable law;
(h) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution agreements,
together with any evidence of recording thereon or in the form submitted for
recording, in those instances where the terms or provisions of the Mortgage,
Note or any related security document have been modified or the Mortgage Loan
has been assumed;
(i) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or subsequent to
the issuance of such policy), or if the policy has not yet been issued, a
binding written commitment (which may be a pro forma or specimen title insurance
policy which has been accepted or approved in writing by the related title
insurance company) insuring the priority of the Mortgage as a first lien on the
related Mortgaged Property, relating to such Mortgage Loan;
(j) the original or a counterpart of any guaranty of the obligations of
the Borrower under the Mortgage Loan;
(k) certified or other copies of all UCC Financing Statements and
continuation statements which show the filing or recording thereof or copies
thereof in the form submitted for filing or recording sufficient to perfect (and
maintain the perfection of) the security interest held by the Mortgage Loan
Originator (and each assignee prior to the Trustee) in and to the personalty of
the Borrower at the Mortgaged Property, and original UCC assignments in a form
suitable for filing or recording, sufficient to transfer such security interest
to the Trustee;
(l) the original or copy of the power of attorney (with evidence of
recording thereon) granted by the Borrower if the Mortgage, Note or other
document or instrument referred to above was not signed by the Borrower;
(m) with respect to any debt of a Borrower permitted under the related
Mortgage Loan, an original or copy of a subordination agreement, standstill
agreement or other intercreditor agreement relating to such other debt, if any,
including any mezzanine loan documents or preferred equity documents;
(n) if any related Lock-Box Agreement or Cash Collateral Account Agreement
is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to
the Cash Collateral Accounts and Lock-Box Accounts, if any, a copy of the UCC-1
financing statements, if any, submitted for filing with respect to the Seller's
security interest in the Cash Collateral Accounts and Lock-Box Accounts and all
funds contained therein (and UCC-2 or UCC-3 financing statement assignments
assigning such security interest to the Trustee on behalf of the
Certificateholders);
(o) an original or counterpart of the Loan Agreement (if separate from the
Mortgage);
(p) the originals of letters of credit, if any, relating to the Mortgage
Loans, and amendments thereto which entitles the Trust to draw thereon;
(q) the original environmental indemnity agreement, if any, related to the
Mortgage Loan;
(r) any related environmental insurance policies and any environmental
guaranty or indemnity agreements or copies thereof;
(s) the original ground lease, if any, and any amendments, modifications
or extensions thereto, and any ground lease estoppel, or a certified copy
thereof;
(t) with respect to the Westfarms Mall Total Loan, a copy of each
Intercreditor Agreement and a copy of each of the A-2 Note and the B Note;
(u) the original or a copy of any property management agreement;
(v) with respect to a Mortgage Loan secured by a hospitality property, if
any, copies of the related franchise agreement and franchisor comfort letter;
and
(w) any additional documents required to be added to the Mortgage File
pursuant to the Pooling and Servicing Agreement.
Notwithstanding the foregoing, in the event that, in connection with any
Mortgage Loan, the Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy of any of the documents required to be delivered
pursuant to clauses (b), (d), (h), (k) (other than assignments of UCC financing
statements to be recorded or filed in accordance with the transfer contemplated
by this Agreement), (l) and (n) (other than assignments of UCC financing
statements to be recorded or filed in accordance with the transfer contemplated
by this Agreement) above with evidence of recording or filing thereon on the
Closing Date, 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, the Seller shall deliver, or cause to be delivered, to the Trustee or
its designee a duplicate original or true copy of such document certified by the
applicable public recording or filing office, the applicable title insurance
company or the Seller to be a true and complete duplicate original or copy of
the original thereof submitted for recording or filing.
Notwithstanding the foregoing, in the event that, in connection with any
Mortgage Loan, the Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy of any of the documents required to be delivered
pursuant to clauses (b), (d), (h), (k) (other than assignments of UCC financing
statements to be recorded or filed in accordance with the transfer contemplated
by this Agreement), (l) and (n) (other than assignments of UCC financing
statements to be recorded or filed in accordance with the transfer contemplated
by this Agreement) above with evidence of recording or filing thereon, for any
other reason, including without limitation, that such non-delivered document has
been lost, the delivery requirements of this Agreement shall be deemed to have
been satisfied and such non-delivered document shall be deemed to have been
included in the related Mortgage File if a photocopy of such non-delivered
document (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof as filed or recorded) is delivered to the Trustee or its
designee on or before the Closing Date.
Notwithstanding the foregoing, in the event that the Seller cannot deliver
to the Trustee or its designee any UCC-2 or UCC-3 assignment with the filing
information of the UCC-1 financing statement with respect to any Mortgage Loan
being assigned, solely because such UCC-1 financing statement has not been
returned by the public filing office where such UCC-1 financing statement has
been delivered for filing, Seller shall deliver or cause to be delivered to the
Trustee or its designee a photocopy of such UCC-2 or UCC-3 assignment with the
filing information left blank. The Seller, promptly upon receipt of the
applicable filing information of the UCC-1 financing statement being so
assigned, shall deliver or cause to be delivered to the Trustee or its designee
the original UCC-2 or UCC-3 assignment with all appropriate filing information
set forth thereon.
Notwithstanding the foregoing, Seller may, at its sole cost and expense,
engage a third party contractor to prepare or complete in proper form for filing
or recording any and all assignments of Mortgage, assignments of Assignments of
Leases and assignments of UCC financing statements to the Trustee to be
delivered pursuant to clauses (c), (e), (k) and (n) above (collectively, the
"Assignments"), to submit the Assignments for filing and recording, as the case
may be, in the applicable public filing and recording offices and to deliver the
Assignments to the Trustee or its designee as the Assignments (or certified
copies thereof) are received from the applicable filing and recording offices
with evidence of such filing or 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 obligations of the Seller
pursuant to this Agreement remain binding on the Seller.
Within ten (10) Business Days after the Closing Date, the Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
Master Servicer or if applicable, a Primary Servicer (with a copy to the Master
Servicer) under the direction of the Master Servicer, under the Pooling and
Servicing Agreement on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each such Servicer File shall contain all documents and
records in the Seller's possession relating to such applicable Mortgage Loans
(including reserve and escrow agreements, cash management agreements, lockbox
agreements, financial statements and any other information provided by the
respective Borrower from time to time, but excluding any documents and other
writings not enumerated in this parenthetical that have been prepared by the
Seller or any of its Affiliates solely for internal communication) that are not
required to be a part of a Mortgage File in accordance with the definition
thereof, together with copies of all instruments and documents which are
required to be a part of the related Mortgage File in accordance with the
definition thereof.
For purposes of this Section 3, and notwithstanding any contrary provision
hereof or of the definition of "Mortgage File", if there exists with respect to
any group of Crossed Loans only one original or certified copy of any document
or instrument described in the definition of "Mortgage File" which pertains to
all of the Crossed Loans in such group of Crossed Loans, the inclusion of the
original or certified copy of such document or instrument in the Mortgage File
for any of such Crossed Loans and the inclusion of a copy of such original or
certified copy in each of the Mortgage Files for the other Crossed Loans in such
group of Crossed Loans, shall be deemed the inclusion of such original or
certified copy, as the case may be, in the Mortgage File for each such Crossed
Loan.
The Trustee, as assignee or transferee of Depositor, shall be entitled to
all scheduled principal payments due after the Cut-off Date, all other payments
of principal due and collected after the Cut-off Date, and all payments of
interest on the Mortgage Loans, minus that portion of any such payment which is
allocable to the period on or prior to the Cut-off Date. All scheduled payments
of principal due on or before the Cut-off Date and collected after the Cut-off
Date, together with the accompanying interest payments, shall belong to Seller.
Upon the sale of the Mortgage Loans from Seller to Depositor pursuant
hereto, the ownership of each Note, the related Mortgage and the contents of the
related Mortgage File shall be vested in Depositor and the ownership of all
records and documents with respect to the related Mortgage Loan prepared by or
which come into the possession of Seller as seller of the Mortgage Loans
hereunder, exclusive in each case of documents prepared by Seller or any of its
Affiliates solely for internal uses, shall immediately vest in Depositor. All
Monthly Payments, Principal Prepayments and other amounts received by Seller and
not otherwise belonging to Seller pursuant to this Agreement shall be sent by
Seller within three (3) Business Days after Seller's receipt thereof to the
Master Servicer via wire transfer for deposit by the Master Servicer into the
Collection Account.
Section 4. Depositor's Conditions to Closing. The obligations of Depositor
to purchase the Mortgage Loans and pay the Mortgage Loan Purchase Price at the
Closing Date under the terms of this Agreement are subject to the satisfaction
of each of the following conditions at or before the Closing:
(a) Each of the obligations of the Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the applicable Exception Report) shall be true and
correct in all material respects as of the Closing Date; all of the
representations and warranties of PNC Bank (acting in its capacity as the
servicer of the Mortgage Loans identified on Schedule II-B prior to the Closing)
under this Agreement (subject to the exceptions set forth in the applicable
Exception Report) shall be true and correct in all material respects as of the
Closing Date; no event shall have occurred with respect to the Seller or any of
the Mortgage Loans and related Mortgage Files which, with notice or the passage
of time, would constitute a material default under this Agreement; and Depositor
shall have received certificates to the foregoing effect signed by authorized
officers of Seller.
(b) Depositor, or if directed by Depositor, the Trustee or the Depositor's
attorneys or other designee, shall have received in escrow, all of the following
closing documents, in such forms as are agreed upon and reasonably acceptable to
the Depositor and the Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:
(i) the Mortgage Files, subject to the provisos of Section 1 of this
Agreement, which shall have been delivered to and held by the Trustee or
its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of the Seller confirming its representations
and warranties set forth in Section 6(a) (subject to the exceptions set
forth in the applicable Exception Report) as of the Closing Date;
(iv) The certificate of PNC Bank (acting in its capacity as the
servicer of the Mortgage Loans identified on Schedule II-B prior to the
Closing) confirming its representations and warranties set forth in
Section 6(b) (subject to the exceptions set forth in the applicable
Exception Report) as of the Closing Date;
(v) an opinion or opinions of Seller's counsel, dated the Closing
Date, in form acceptable to the Depositor as to various corporate matters
and such other matters as shall be reasonably required by the Depositor.
Such opinion may express its reliance as to factual matters on, among
other things specified in such opinion, the representations and warranties made
herein, and on certificates or other documents furnished by officers of Seller.
In rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the General Corporation Law of the State of
Delaware, the laws of the State of New York and the United States and shall not
be required to express any opinion with respect to the registration or
qualification of the Certificates under any applicable state or federal
securities laws.
Such counsel shall state that, although such counsel has not specifically
considered the possible applicability to Seller of any other laws, regulations,
judgments, orders or decrees, no facts have been disclosed to such counsel that
cause such counsel to conclude that any other consent, approval or action is
required;
(vi) such other certificates of Seller's officers or others and such
other documents to evidence fulfillment of the conditions set forth in
this Agreement as Depositor or its counsel may reasonably request; and
(vii) all other information, documents, certificates, or letters
with respect to the Mortgage Loans or the Seller and its Affiliates as are
reasonably requested by the Depositor in order for the Depositor to
perform any of it obligations or satisfy any of the conditions on its part
to be performed or satisfied pursuant to any sale of Mortgage Loans by the
Depositor as contemplated herein.
(c) The Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.
(d) The Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
the Seller, any Mortgage Loan Documents required to be recorded and any
intervening assignments with evidence of recording thereon that are required to
be included in the Mortgage Files. The Seller shall reasonably cooperate with
the Trustee and the Special Servicer in connection with any additional powers or
revisions thereto that are requested by such parties.
Section 5. Seller's Conditions to Closing. The obligations of Seller under
this Agreement shall be subject to the satisfaction, on the Closing Date, of the
following conditions:
(a) Each of the obligations of Depositor required to be performed by it on
or prior to the Closing Date pursuant to the terms of this Agreement shall have
been duly performed and complied with in all material respects; and all of the
representations and warranties of Depositor under this Agreement shall be true
and correct in all material respects as of the Closing Date; and no event shall
have occurred with respect to Depositor which, with notice or the passage of
time, would constitute a material default under this Agreement, and Seller shall
have received certificates to that effect signed by authorized officers of
Depositor.
(b) Seller shall have received all of the following closing documents, in
such forms as are agreed upon and reasonably acceptable to Seller and Depositor,
duly executed by all signatories other than Seller, as required pursuant to the
respective terms thereof:
(i) an officer's certificate of Depositor, dated as of the Closing
Date, with the resolutions of Depositor authorizing the transactions set
forth therein, together with copies of the charter, by-laws and
certificate of good standing dated as of a recent date of Depositor; and
(ii) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents required to
evidence fulfillment of the conditions set forth in this Agreement as
Seller or its counsel may reasonably request.
(c) The Depositor shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after Closing.
Section 6. Representations and Warranties of Seller.
(a) Seller represents and warrants to Depositor as of the date hereof, as
follows:
(i) Seller is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
Seller has conducted and is conducting its business so as to comply in all
material respects with all applicable statutes and regulations of
regulatory bodies or agencies having jurisdiction over it, except where
the failure so to comply would not have a materially adverse effect on the
performance by Seller of this Agreement, and there is no charge, action,
suit or proceeding before or by any court, regulatory authority or
governmental agency or body pending or, to the knowledge of Seller,
threatened, which is reasonably likely to materially and adversely affect
the performance by Seller of this Agreement or the consummation of
transactions contemplated by this Agreement.
(ii) Seller has the full power, authority and legal right to hold,
transfer and convey the Mortgage Loans and to execute and deliver this
Agreement (and all agreements and documents executed and delivered by
Seller in connection herewith) and to perform all transactions of Seller
contemplated by this Agreement (and all agreements and documents executed
and delivered by Seller in connection herewith). Seller has duly
authorized the execution, delivery and performance of this Agreement (and
all agreements and documents executed and delivered by Seller in
connection herewith), and has duly executed and delivered this Agreement
(and all agreements and documents executed and delivered by Seller in
connection herewith). This Agreement (and each agreement and document
executed and delivered by Seller in connection herewith), assuming due
authorization, execution and delivery thereof by each other party thereto,
constitutes the legal, valid and binding obligation of Seller enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
moratorium or other laws relating to or affecting the rights of creditors
generally, by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and by
considerations of public policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will (a) conflict with or result
in a breach of any of the terms, conditions or provisions of Seller's
certificate of incorporation, as amended, or other organizational
documents; (b) conflict with, result in a breach of, or constitute a
default or result in an acceleration under, any agreement or instrument to
which Seller is now a party or by which it (or any of its properties) is
bound if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for Seller to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); (c) conflict
with or result in a breach of any legal restriction if compliance
therewith is necessary (1) to ensure the enforceability of this Agreement
or (2) for Seller to perform its duties and obligations under this
Agreement (or any agreement or document executed and delivered by Seller
in connection herewith); (d) result in the violation of any law, rule,
regulation, order, judgment or decree to which Seller or its property is
subject if compliance therewith is necessary (1) to ensure the
enforceability of this Agreement or (2) for Seller to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); or (e) result in
the creation or imposition of any lien, charge or encumbrance that would
have a material adverse effect upon Seller's ability to perform its duties
and obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith), or materially
impair the ability of the Depositor to realize on the Mortgage Loans.
(iv) Seller is solvent and the sale of Mortgage Loans (1) will not
cause Seller to become insolvent and (2) is not intended by Seller to
hinder, delay or defraud any of its creditors.
(v) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any court or governmental agency or body
having jurisdiction or regulatory authority over Seller is required for
(a) Seller's execution, delivery and performance of this Agreement (and
each agreement and document executed and delivered by Seller in connection
herewith), (b) Seller's transfer and assignment of the Mortgage Loans, or
(c) the consummation by Seller of the transactions contemplated by this
Agreement (and each agreement and document executed and delivered by
Seller in connection herewith) or, to the extent so required, such
consent, approval, authorization, order, registration, filing or notice
has been obtained, made or given (as applicable), except that Seller may
not be duly qualified to transact business as a foreign corporation or
licensed in one or more states if such qualification or licensing is not
necessary to ensure the enforceability of this Agreement (or any agreement
or document executed and delivered by Seller in connection herewith).
(vi) The consideration received by Seller upon the sale of the
Mortgage Loans constitutes fair consideration and reasonably equivalent
value for such Mortgage Loans.
(vii) Seller does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant of Seller
contained in this Agreement (or any agreement or document executed and
delivered by Seller in connection herewith).
(viii) There are no actions, suits proceedings pending or to
Seller's knowledge threatened in writing against Seller which are
reasonably likely to draw into question the validity of this Agreement (or
any agreement or document executed and delivered by Seller in connection
herewith) or which, either in any one instance or in the aggregate, are
reasonably likely to materially impair the ability of Seller to perform
its duties and obligations under this Agreement (or any agreement or
document executed and delivered by Seller in connection herewith).
(ix) Seller's performance of its duties and obligations under this
Agreement (and each agreement or document executed and delivered by Seller
in connection herewith) is in the ordinary course of business of Seller
and Seller's transfer, assignment and conveyance of the Mortgage Loans
pursuant to this Agreement are not subject to the bulk transfer or similar
statutory provisions in effect in any applicable jurisdiction.
(x) Seller has not dealt with any Person that may be entitled, by
reason of any act or omission of Seller, to any commission or compensation
in connection with the sale of the Mortgage Loans to the Depositor
hereunder except for the reimbursement of expenses as described herein or
otherwise in connection with the transactions described in Section 2 and
the commissions or compensation owed to the Underwriters or the Initial
Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any of its
properties) is bound which breach or default would materially and
adversely affect the ability of Seller to perform its obligations under
this Agreement.
(xii) The representations and warranties contained in Exhibit A and
the exceptions to such representations and warranties set forth on
Schedule V-A hereto are true and correct in all material respects as of
the date hereof with respect to the Mortgage Loans identified on Schedule
II-A; provided, however, that any reference to the Mortgage Loan Schedule
in paragraph (xxx) of Exhibit A shall be read as a reference to Schedule
II-A.
(xiii) The representations and warranties set forth in paragraph
(i), paragraph (iii), paragraph (iv), the first sentence of paragraph
(vii), paragraph (viii), the second sentence of paragraph (xxii), the
fourth sentence of paragraph (xxvii), paragraph (xlvi) (with respect to
the Seller on or after June 28, 2002), paragraph (xlvii), and paragraph
(lvii) of Exhibit A are true and correct in all material respects as of
the date hereof with respect to the Mortgage Loans identified on Schedule
II-B.
(b) PNC Bank, acting in its capacity as the servicer of the Mortgage Loans
identified on Schedule II-B prior to the Closing, represents and warrants to
Depositor as of the date hereof, as follows:
(i) PNC Bank is duly organized and is validly existing as a national
banking association in good standing under the laws of the United States
of America. PNC Bank has conducted and is conducting its business so as to
comply in all material respects with all applicable statutes and
regulations of regulatory bodies or agencies having jurisdiction over it,
except where the failure so to comply would not have a materially adverse
effect on the performance by PNC Bank of this Agreement, and there is no
charge, action, suit or proceeding before or by any court, regulatory
authority or governmental agency or body pending or, to the knowledge of
PNC Bank, threatened, which is reasonably likely to materially and
adversely affect the performance by PNC Bank of this Agreement or the
consummation of transactions contemplated by this Agreement.
(ii) PNC Bank has the full power, authority and legal right to
execute and deliver this Agreement (and all agreements and documents
executed and delivered by PNC Bank in connection herewith) and to perform
all transactions of PNC Bank contemplated by this Agreement (and all
agreements and documents executed and delivered by PNC Bank in connection
herewith). PNC Bank has duly authorized the execution, delivery and
performance of this Agreement (and all agreements and documents executed
and delivered by PNC Bank in connection herewith), and has duly executed
and delivered this Agreement (and all agreements and documents executed
and delivered by PNC Bank in connection herewith). This Agreement (and
each agreement and document executed and delivered by PNC Bank in
connection herewith), assuming due authorization, execution and delivery
thereof by each other party thereto, constitutes the legal, valid and
binding obligation of PNC Bank enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, fraudulent
transfer, insolvency, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally, by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and by considerations of
public policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by PNC Bank, will (a) conflict with or result
in a breach of any of the terms, conditions or provisions of PNC Bank's
articles of association, as amended, or other organizational documents;
(b) conflict with, result in a breach of, or constitute a default or
result in an acceleration under, any agreement or instrument to which PNC
Bank is now a party or by which it (or any of its properties) is bound if
compliance therewith is necessary (1) to ensure the enforceability of this
Agreement or (2) for PNC Bank to perform its duties and obligations under
this Agreement (or any agreement or document executed and delivered by PNC
Bank in connection herewith); (c) conflict with or result in a breach of
any legal restriction if compliance therewith is necessary (1) to ensure
the enforceability of this Agreement or (2) for PNC Bank to perform its
duties and obligations under this Agreement (or any agreement or document
executed and delivered by PNC Bank in connection herewith); (d) result in
the violation of any law, rule, regulation, order, judgment or decree to
which PNC Bank or its property is subject if compliance therewith is
necessary (1) to ensure the enforceability of this Agreement or (2) for
PNC Bank to perform its duties and obligations under this Agreement (or
any agreement or document executed and delivered by PNC Bank in connection
herewith); or (e) result in the creation or imposition of any lien, charge
or encumbrance that would have a material adverse effect upon PNC Bank's
ability to perform its duties and obligations under this Agreement (or any
agreement or document executed and delivered by PNC Bank in connection
herewith), or materially impair the ability of the Depositor to realize on
the Mortgage Loans.
(iv) PNC Bank is solvent and the execution, delivery and performance
of this Agreement by PNC Bank (1) will not cause PNC Bank to become
insolvent and (2) is not intended by PNC Bank to hinder, delay or defraud
any of its creditors.
(v) No consent, approval, authorization or order of, or registration
or filing with, or notice to, any court or governmental agency or body
having jurisdiction or regulatory authority over PNC Bank is required for
(a) PNC Bank's execution, delivery and performance of this Agreement (and
each agreement and document executed and delivered by PNC Bank in
connection herewith) and (b) the consummation by PNC Bank of the
transactions contemplated by this Agreement (and each agreement and
document executed and delivered by PNC Bank in connection herewith) or, to
the extent so required, such consent, approval, authorization, order,
registration, filing or notice has been obtained, made or given (as
applicable), except that PNC Bank may not be duly qualified to transact
business as a foreign corporation or licensed in one or more states if
such qualification or licensing is not necessary to ensure the
enforceability of this Agreement (or any agreement or document executed
and delivered by PNC Bank in connection herewith).
(vi) [Reserved]
(vii) PNC Bank does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant of PNC
Bank contained in this Agreement (or any agreement or document executed
and delivered by PNC Bank in connection herewith).
(viii) There are no actions, suits proceedings pending or to PNC
Bank's knowledge threatened in writing against PNC Bank which are
reasonably likely to draw into question the validity of this Agreement (or
any agreement or document executed and delivered by PNC Bank in connection
herewith) or which, either in any one instance or in the aggregate, are
reasonably likely to materially impair the ability of PNC Bank to perform
its duties and obligations under this Agreement (or any agreement or
document executed and delivered by PNC Bank in connection herewith).
(ix) PNC Bank's performance of its duties and obligations under this
Agreement (and each agreement or document executed and delivered by PNC
Bank in connection herewith) is in the ordinary course of business of PNC
Bank.
(x) PNC Bank has not dealt with any Person that may be entitled, by
reason of any act or omission of PNC Bank, to any commission or
compensation in connection with the sale of the Mortgage Loans by the
Seller to the Depositor hereunder.
(xi) PNC Bank is not in default or breach of any agreement or
instrument to which PNC Bank is now a party or by which it (or any of its
properties) is bound which breach or default would materially and
adversely affect the ability of PNC Bank to perform its obligations under
this Agreement.
(xii) The representations and warranties set forth in paragraph
(ii), paragraph (v), paragraph (vi), paragraph (vii) (excluding the first
sentence of said paragraph), paragraphs (ix) through (xxi), inclusive,
paragraph (xxii) (excluding the second sentence of said paragraph),
paragraphs (xxiii) through (xxvi), inclusive, paragraph (xxvii) (excluding
the fourth sentence of said paragraph), paragraphs (xxviii) through (xlv),
inclusive, paragraph (xlvi) (with respect to PNC Bank and any prior holder
of the related Note, if any, on or before June 28, 2002), paragraphs
(xlviii) through (lvi), inclusive, paragraph (lviii), and paragraph (lix)
of Exhibit A (including the preamble language contained in Exhibit A
appearing prior to paragraph (i) thereof) and the exceptions to such
representations and warranties set forth on Schedule V-B hereto are true
and correct in all material respects as of the date hereof with respect to
the Mortgage Loans identified on Schedule II-B; provided, however, that
all references in such representations and warranties to the Seller or the
Seller's knowledge shall be read as references to PNC Bank (or its
knowledge) acting in its capacity as the servicer of such Mortgage Loans
prior to the Closing; provided further that any reference to the Mortgage
Loan Schedule in paragraph (xxx) of Exhibit A shall be read as a reference
to Schedule II-B.
(xiii) The representations and warranties set forth in paragraph
(i), paragraph (iii), paragraph (iv), and paragraph (viii) of Exhibit A
attached to the PNC Loan Sale Agreement were true and correct in all
material respects as of June 28, 2002 with respect to the Mortgage loans
identified on Schedule II-B hereto.
Section 7. Obligations of Seller and PNC Bank. Each of the representations
and warranties contained in or required to be made by an Applicable Party
pursuant to Section 6 of this Agreement shall survive the sale of the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Notes and notwithstanding subsequent
termination of this Agreement or the Pooling and Servicing Agreement. The
representations and warranties contained in or required to be made by an
Applicable Party pursuant to Section 6 of this Agreement shall not be impaired
by any review or examination of the Mortgage Files or other documents evidencing
or relating to the Mortgage Loans or any failure on the part of Depositor to
review or examine such documents and shall inure to the benefit of the initial
transferee of the Mortgage Loans from Depositor including, without limitation,
the Trustee for the benefit of the Holders of the Certificates, notwithstanding
(1) any restrictive or qualified endorsement on any Note, assignment of Mortgage
or reassignment of Assignment of Leases or (2) any termination of this Agreement
prior to the Closing but shall not inure to the benefit of any subsequent
transferee thereafter.
If any Certificateholder, the Master Servicer, the Special Servicer or the
Trustee discovers or receives notice: of a breach of (a) any of the
representations or warranties made by the Seller with respect to the Mortgage
Loans (subject to the exceptions to such representations and warranties set
forth in the applicable Exception Report), as of the date hereof in Section
6(a)(xii) and Section 6(a)(xiii) or as of the Closing Date pursuant to Section
4(b)(iii) or (b) any of the representations or warranties made by PNC Bank,
acting in its capacity as the servicer of the Mortgage Loans identified on
Schedule II-B prior to the Closing, with respect to such Mortgage Loans (subject
to the exceptions to such representations and warranties set forth in the
applicable Exception Report), as of the date hereof in Section 6(b)(xii) and
Section 6(b)(xiii) or as of the Closing Date pursuant to Section 4(b)(iv)
(clause (a) and clause (b) each, a "Breach"); or that (c) any document required
to be included in the Mortgage File related to any Mortgage Loan is not in the
Trustee's (or its designee's) possession within the time period required herein
or (d) such document has not been properly executed or is otherwise defective on
its face (clause (c) and clause (d) each, a "Defect" (including the "Defects"
described below) in the related Mortgage File), such party shall give notice to
the Master Servicer, the Special Servicer, the Trustee and the Rating Agencies.
If the Master Servicer or the Special Servicer determines that such Breach or
Defect materially and adversely affects the value of any Mortgage Loan or REO
Loan or the interests of the Holders of any Class of Certificates, it shall give
prompt written notice of such Breach or Defect to the Depositor, the Trustee,
the Master Servicer, the Special Servicer, the Seller and the Applicable Party
(if different from the Seller) and shall request that the Applicable Party not
later than the earlier of 90 days from the receipt by the Applicable Party of
such notice or discovery by the Applicable Party of such Breach or Defect
(subject to the second succeeding paragraph, the "Initial Resolution Period"),
(i) cure such Breach or Defect in all material respects; (ii) repurchase the
affected Mortgage Loan at the applicable Purchase Price (as defined in the
Pooling and Servicing Agreement) or (iii) substitute one or more Qualified
Substitute Mortgage Loans (as defined in the Pooling and Servicing Agreement)
for such affected Mortgage Loan (provided that in no event shall any
substitution occur later than the second anniversary of the Closing Date) and
pay the Master Servicer for deposit into the Collection Account any Substitution
Shortfall Amount (as defined in the Pooling and Servicing Agreement) in
connection therewith; provided, however, that if (i) such material Breach or
material Defect is capable of being cured but not within the Initial Resolution
Period, (ii) such material Breach or material Defect does not cause the related
Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section
860G(a)(3) of the Code), (iii) the Applicable Party has commenced and is
diligently proceeding with the cure of such material Breach or material Defect
within the Initial Resolution Period and (iv) the Applicable Party has delivered
to the Rating Agencies and the Trustee an Officer's Certificate that describes
the reasons that the cure was not effected within the Initial Resolution Period
and the actions that it proposes to take to effect the cure and that states that
it anticipates the cure will be effected within the additional 90-day period,
then the Applicable Party shall have an additional 90 days to cure such material
Defect or material Breach. If any Breach pertains to a representation or
warranty that the related Mortgage Loan Documents or any particular 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 Applicable Party shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund (by wire transfer of immediately
available funds) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Trustee or the Trust Fund 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 Applicable Party shall have the option to either repurchase
the related Mortgage Loan at the applicable Purchase Price or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding
sentence, the Applicable Party shall remit the amount of such costs and expenses
and upon its making such remittance, the Applicable Party shall be deemed to
have cured such Breach in all respects. With respect to any substitution of one
or more Qualified Substitute Mortgage Loans for a Mortgage Loan hereunder, (A)
no such substitution may be made in any calendar month after the Determination
Date for such month; (B) scheduled payments of principal and interest due with
respect to the Qualified Substitute Mortgage Loan(s) after the related date of
substitution shall be part of the Trust Fund; and (C) scheduled payments of
principal and interest due with respect to such Qualified Substitute Mortgage
Loan(s) on or prior to the related date of substitution shall not be part of the
Trust Fund, and the Applicable Party shall be entitled to receive such payments
promptly following receipt by the Master Servicer or Special Servicer, as
applicable, under the Pooling and Servicing Agreement.
Any of the following will cause a document in the Mortgage File to be
deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of the Holders of a Class of Certificates and the
value of a Mortgage Loan or REO Loan: (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by paragraph (i) of the definition
of Mortgage File; (d) the absence from the Mortgage File of any intervening
assignments required to create an effective assignment to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File a certified copy of
the intervening assignment and a certificate stating that the original
intervening assignments were sent for recordation; or (e) the absence from the
Servicer File of any required original letter of credit (as required in the
provisos to Section 1 hereof), provided that such Defect may be cured by any
substitute letter of credit or cash reserve or (f) the absence from the Mortgage
File of an original or copy of any required ground lease. In addition, the
Applicable Party shall cure any Defect described in clause (b), (c), (e) or (f)
of the immediately preceding sentence as required in Section 2.02(b) of the
Pooling and Servicing Agreement.
Any Defect or Breach which causes any Mortgage Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code) shall be deemed
to materially and adversely affect the interests of the Holders of a Class of
Certificates and the Initial Resolution Period for the affected Mortgage Loan
shall be 90 days following the earlier of the Applicable Party's receipt of
notice pursuant to this Section 7 or its discovery of such Defect or Breach
(which period shall not be subject to extension).
If the Applicable Party does not, as required by this Section 7, correct
or cure a material Breach or a material Defect in all material respects within
the applicable Initial Resolution Period (as extended pursuant to this Section
7), or if such Breach or Defect is not capable of being so corrected or cured
with such period, then the Applicable Party shall purchase or substitute for the
affected Mortgage Loan as provided in this Section 7. If (i) any Mortgage Loan
is required to be repurchased or substituted for as provided above, (ii) such
Mortgage Loan is a Crossed Loan that is a part of a Mortgage Group (as defined
below) and (iii) the applicable Breach or Defect does not constitute a Breach or
Defect, as the case may be, as to any other Crossed Loan in such Mortgage Group
(without regard to this paragraph), then the applicable Breach or Defect, as the
case may be, will be deemed to constitute a Breach or Defect, as the case may
be, as to any other Crossed Loan in the Mortgage Group for purposes of the above
provisions, and the Applicable Party will be required to repurchase or
substitute for such other Crossed Loan(s) in the related Mortgage Group in
accordance with the provisions of this Section 7 unless such other Crossed Loans
satisfy the Crossed Loan Repurchase Criteria (as defined in the Pooling and
Servicing Agreement) and the Applicable Party can satisfy all other criteria for
substitution or repurchase of the affected Mortgage Loan set forth in the
Pooling and Servicing Agreement. In the event that one or more of such other
Crossed Loans satisfy the Crossed Loan Repurchase Criteria, the Applicable Party
may elect either to repurchase or substitute for only the affected Crossed Loan
as to which the related Breach or Defect exists or to repurchase or substitute
for all of the Crossed Loans in the related Mortgage Group. The Applicable Party
shall be responsible for the cost of any Appraisal required to be obtained by
the Master Servicer to determine if the Crossed Loan Repurchase Criteria have
been satisfied, so long as the scope and cost of such Appraisal has been
approved by the Applicable Party (such approval not to be unreasonably
withheld). For purposes of this paragraph, a "Mortgage Group" is any group of
Mortgage Loans identified as a Mortgage Group on Schedule III to this Agreement.
Notwithstanding the foregoing, if there is a material Breach or material
Defect with respect to one or more Mortgaged Properties (but not all of the
Mortgaged Properties) with respect to a Mortgage Loan, the Applicable Party will
not be obligated to repurchase or substitute for the Mortgage Loan if the
affected Mortgaged Property may be released pursuant to the terms of any partial
release provisions in the related Mortgage Loan Documents and the remaining
Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan Documents and (i) the Applicable Party provides an opinion of
counsel to the effect that such partial release would not cause an Adverse REMIC
Event (as defined in the Pooling and Servicing Agreement) to occur, (ii) such
Applicable Party pays (or causes to be paid) the applicable release price
required under the Mortgage Loan Documents, and to the extent not reimbursable
out of the release price pursuant to the related Mortgage Loan Documents,
together with any additional amounts necessary to cover all reasonable
out-of-pocket expenses reasonably incurred by the Master Servicer, the Special
Servicer, the Trustee or the Trust Fund in connection therewith, including any
unreimbursed advances and interest thereon made with respect to the Mortgaged
Property which is being released and (iii) such cure by release of such
Mortgaged Property is effected within the time periods specified for cure of a
material Breach or material Defect in this Section 7.
The Purchase Price or Substitution Shortfall Amount for any repurchased or
substituted Mortgage Loan shall be payable to the Depositor or, subsequent to
the assignment of the Mortgage Loans to the Trustee, the Trustee as its
assignee, by wire transfer of immediately available funds to the account
designated by the Depositor or the Trustee, as the case may be, and the
Depositor or the Trustee, as the case may be, upon receipt of such funds, shall
promptly release the related Mortgage File and Servicer File or cause them to be
released, to the Applicable Party and shall execute and deliver such instruments
of transfer or assignment as shall be necessary to vest in the Applicable Party
the legal and beneficial ownership of such Mortgage Loan (including any property
acquired in respect thereof or proceeds of any insurance policy with respect
thereto) and the related Mortgage Loan Documents.
It is understood and agreed that the obligations of the Applicable Party
set forth in this Section 7 to cure, substitute for or repurchase a Mortgage
Loan constitute the sole remedies available to the Depositor and its successors
and assigns respecting any Breach or Defect affecting such Mortgage Loan.
It is further understood and agreed that with respect to the Mortgage
Loans identified on Schedule II-B, Section 7 of the PNC Loan Sale Agreement
(subject to the limitations set forth therein) provides the sole remedies
available to the Depositor and its successors and assigns respecting any breach
of the representations and warranties made by PNC Bank with respect to such
Mortgage Loans as set forth in the PNC Loan Sale Agreement or its failure to
deliver any required Mortgage Loan Document (or its delivery of any such
Mortgage Loan Document in defective condition) to the Seller on June 28, 2002,
and neither the Depositor nor any successor or assign of the Depositor shall
have any remedies against the Seller with respect to any such breach or defect.
Section 8. Crossed Loans. With respect to any Crossed Loan conveyed
hereunder, to the extent that the Applicable Party repurchases or substitutes
for an affected Crossed Loan in the manner prescribed above while the Trustee
continues to hold any related Crossed Loans, the Applicable Party and the
Depositor (on behalf of its successors and assigns) agree to modify upon such
repurchase or substitution, the related Mortgage Loan Documents in a manner such
that such affected Crossed Loan repurchased or substituted by the Applicable
Party, on the one hand, and any related Crossed Loans still held by the Trustee,
on the other, would no longer be cross-defaulted or cross-collateralized with
one another; provided, that the Applicable Party shall have furnished to the
Trustee, at its expense, with an Opinion of Counsel that such modification shall
not cause an Adverse REMIC Event; provided, further, that if such Opinion of
Counsel cannot be furnished, the Applicable Party and the Depositor hereby agree
that such repurchase or substitution of only the affected Crossed Loans,
notwithstanding anything to the contrary herein, shall not be permitted. Any
reserve or other cash collateral or letters of credit securing the Crossed Loans
shall be allocated between such Mortgage Loans in accordance with the Mortgage
Loan Documents. All other terms of the Mortgage Loans shall remain in full force
and effect, without any modification thereof.
Section 9. [Reserved]
Section 10. Representations and Warranties of Depositor. Depositor hereby
represents and warrants to Seller and PNC Bank as of the date hereof, as
follows:
(a) Depositor is duly organized and is validly existing as a corporation
in good standing under the laws of the State of Delaware, with full corporate
power and authority to own its assets and conduct its business as it is
conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this Agreement and the
performance of Depositor's obligations hereunder are within the corporate power
of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require the consent of or notice to, or any filing with any
person, entity or governmental body, which has not been obtained or made by
Depositor, except where, in any of the instances contemplated by clause (i)
above or this clause (ii), the failure to do so will not have a material and
adverse effect on the consummation of any transactions contemplated by this
Agreement.
(c) This Agreement has been duly executed and delivered by Depositor and
this Agreement constitutes a legal, valid and binding instrument, enforceable
against Depositor in accordance with its terms, subject, as to the enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting the rights of creditors generally and to general
principles of equity and the discretion of the court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at law)
and, as to rights of indemnification hereunder, subject to limitations of public
policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.
Section 11. Survival of Certain Representations, Warranties and Covenants.
The respective representations and warranties set forth in or made pursuant to
this Agreement, and the respective obligations of the parties hereto under
Sections 7 and 11 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.
Section 12. [Reserved]
Section 13. Expenses; Recording Costs. Seller agrees to reimburse the
Trustee or its designee all recording and filing fees incurred by the Trustee or
its designee in connection with the recording or filing of the Mortgage Loan
Documents listed in Section 3 of this Agreement. In the event Seller elects to
engage a third party contractor to prepare, complete, file and record
Assignments with respect to Mortgage Loans as provided in Section 3, Seller
shall contract directly with such contractor and shall be responsible for such
contractor's compensation and reimbursement of recording and filing fees and
other reimbursable expenses pursuant to their agreement.
Section 14. Notices. All communications hereunder will be in writing and
effective only upon receipt, and, (a) if sent to Depositor, will be mailed,
delivered or telecopied and confirmed to it at Credit Suisse First Boston
Mortgage Securities Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Xxxxxx Xxxxxx, with a copy to Xxxxxx XxXxxxxxx, Esq.,
Compliance Department, Telecopy No.: (000) 000-0000; (b) if sent to Seller, will
be mailed, delivered or telecopied to it at Column Financial, Inc., 0000
Xxxxxxxxx Xxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: President,
Telecopy No.: (000) 000-0000; and (c) if sent to PNC Bank, will be mailed,
delivered or telecopied to it at PNC Bank, National Association, 00000 Xxxxxx,
Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxx 00000 (for deliveries), and X.X. Xxx 00000,
Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000 (for communications by United States mail),
Attention: Xxxxx Xxxx, Telecopy No.: (000) 000-0000, with a copy to PNC Bank,
National Association, One PNC Plaza, 21st Floor, 000 Xxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000, Attention: Xxxxxxxx Xxxxxx Xxxxx, Esq., Telecopy No.: (412)
762-4334, or in the case of any such party, to such other address or telecopy
number as such party may hereafter furnish to the other party by like notice.
Section 15. Examination of Mortgage Files. Upon reasonable notice, Seller,
prior to the Closing Date, will make the Mortgage Files available to Depositor
or its agent for examination during normal business hours at Seller's offices or
such other location as shall otherwise be agreed upon by Depositor and Seller.
The fact that Depositor or its agent has conducted or has failed to conduct any
partial or complete examination of the Mortgage Files shall not affect the
rights of Depositor or the Trustee (for the benefit of the Certificateholders)
to demand cure, repurchase, or other relief as provided herein.
Section 16. Successors. This Agreement shall inure to the benefit of and
shall be binding upon Seller, Depositor and PNC Bank and their respective
successors, permitted assigns and legal representatives, and nothing expressed
in this Agreement is intended or shall be construed to give any other Person any
legal or equitable right, remedy or claim under or in respect of this Agreement,
or any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such Persons and for the benefit of no other Person; it being
understood that (a) the indemnities of Seller contained in that certain
Indemnification Agreement dated July 18, 2002 among Seller, Depositor and the
Underwriters, subject to all limitations therein contained, shall also be for
the benefit of the officers and directors of Depositor, the Underwriters and the
Initial Purchaser and any person or persons who control Depositor, the
Underwriters and the Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended,
and (b) the rights of Depositor pursuant to this Agreement, subject to all
limitations herein contained, including those set forth in Section 7 of this
Agreement, may be assigned to the Trustee, for benefit of the
Certificateholders, as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to such
rights of Depositor hereunder, provided that the Trustee shall have no right to
further assign such rights to any other Person. No owner of a Certificate issued
pursuant to the Pooling and Servicing Agreement shall be deemed a successor or
permitted assign because of such ownership.
Section 17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS TO
BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO CHOICE
OF LAW PRINCIPLES.
Section 18. Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
Section 19. Further Assurances. Depositor and Seller agree to execute and
deliver such instruments and take such actions as the other parties may, from
time to time, reasonably request in order to effectuate the purpose and to carry
out the terms of this Agreement.
Section 20. Counterparts. This Agreement may be executed in counterparts
(and by each of the parties hereto on different counterparts), each of which
when so executed and delivered will be an original, and all of which together
will be deemed to constitute but one and the same instrument.
Section 21. Treatment as Security Agreement. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by Seller to
Depositor as provided in this Agreement be, and be construed as, a sale of the
Mortgage Loans by Seller to Depositor. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by Seller
to Depositor to secure a debt or other obligation of Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans are
held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby grant from
Seller to Depositor a security interest in and to all of Seller's right, title,
and interest, whether now owned or hereafter acquired, in and to:
(i) all accounts, contract rights (including any guarantees),
general intangibles, chattel paper, instruments, documents, money, deposit
accounts, certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of, arising from or relating to
any of the property described in the Mortgage Loans, including the related
Notes, Mortgages and title, hazard and primary mortgage insurance policies
identified on the Mortgage Loan Schedule, including all replacement
Mortgage Loans, and all distributions with respect thereto payable after
the Cut-off Date;
(ii) all accounts, contract rights, general intangibles, chattel
paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment
property arising from or by virtue of the disposition of, or collections
with respect to, or insurance proceeds payable with respect to, or claims
against other persons with respect to, all or any part of the collateral
described in (i) above (including any accrued discount realized on
liquidation of any investment purchased at a discount), in each case,
payable after the Cut-off Date; and
(iii) all cash and non-cash proceeds of the collateral described in
(i) and (ii) above payable after the Cut-off Date;
(c) the possession by Depositor or its assignee of the Notes and such
other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and
(d) notifications to persons holding such property, and acknowledgments,
receipts, confirmations from persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
financial intermediaries, bailees or agents of, or persons holding for (as
applicable), Depositor or its assignee for the purpose of perfecting such
security interest under applicable law. The Seller at the direction of the
Depositor or its assignee, 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 and the proceeds
thereof, 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. In connection herewith, Depositor and its assignee 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 22. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.
Section 23. PNC Bank as a Party. PNC Bank is executing and delivering this
Agreement and any additional certificates and documents in connection herewith
solely in its capacity as the servicer of the Mortgage Loans identified on
Schedule II-B prior to the Closing and solely for the purpose of making the
representations and warranties set forth in Section 6(b) (including Exhibit A,
Schedule II-B and Schedule V-B), incurring the obligations set forth in Section
7 and agreeing to the matters related to such representations, warranties and
obligations set forth in Sections 8, 14, 16 and Schedule I.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage Loan
Purchase Agreement to be duly executed and delivered as the date first above
written.
COLUMN FINANCIAL, INC.,
as Seller
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
(for the limited purposes set forth in
Section 23)
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated by
reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
July 1, 2002, among Column Financial, Inc. (the "Seller"), PNC Bank, National
Association ("PNC Bank") and Credit Suisse First Boston Mortgage Securities
Corp. (the "Depositor"). Capitalized terms used herein without definition have
the meanings given them in or by reference in the Agreement or, if not defined
in the Agreement, in the Pooling and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
"Applicable Party" means:
(a) with respect to any Mortgage Loan identified on the Mortgage
Loan Schedule and (i) any of the representations and warranties made by
the Seller with respect to such Mortgage Loan (subject to the exceptions
thereto set forth in the applicable Exception Report) as provided in
Section 6(a)(xii) or Section 6(a)(xiii) or pursuant to Section 4(b)(iii)
and any Breach related thereto or (ii) any Mortgage Loan Document
contained in (or required to be contained in) the related Mortgage File
and any Defect related thereto, the Seller; and
(b) with respect to any Mortgage Loan identified on Schedule II-B
and any of the representation and warranties made by PNC Bank with respect
to such Mortgage Loan (subject to the exceptions thereto set forth in the
applicable Exception Report) as provided in Section 6(b)(xii) or Section
6(b)(xiii) or pursuant to Section 4(b)(iv) or any Breach related thereto,
PNC Bank acting in its capacity as the servicer of such Mortgage Loan
prior to the Closing.
"Assignments" shall have the meaning given such term in Section 3 of this
Agreement.
"Borrower" means the borrower under a Mortgage Loan.
"Breach" shall have the meaning given such term in Section 7 of this
Agreement.
"Certificate Purchase Agreement" means the Certificate Purchase Agreement,
dated July 18, 2002, between Depositor and the Initial Purchaser.
"Certificates" means each class of the Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2002-CP3.
"Closing" shall have the meaning given that term in Section 2 of this
Agreement.
"Closing Date" means July 29, 2002.
"Code" means the Internal Revenue Code of 1986, as amended.
"Crossed Loan" means any Mortgage Loan which is cross-defaulted and
cross-collateralized with any other Mortgage Loan.
"Cut-off Date" means, the applicable Due Date for each Mortgage Loan
occurring in July 2002.
"Defect" shall have the meaning given such term in Section 7 of this
Agreement.
"Environmental Report" means the environmental audit report with respect
to each Mortgaged Property delivered to Seller in connection with the related
Mortgage, if any.
"Exception Report" means, as applicable, (a) the exceptions with respect
to the representations and warranties made by the Seller as to the Mortgage
Loans identified on Schedule II-A in Section 6(a)(xii) and under the written
certificate described in Section 4(b)(iii), which exceptions are set forth in
Schedule V-A attached hereto and made a part hereof or (b) the exceptions with
respect to the representations and warranties made by PNC Bank, acting in its
capacity as the servicer of the Mortgage Loans identified on Schedule II-B prior
to the Closing, as to such Mortgage Loans in Section 6(b)(xii) and under the
written certificate described in Section 4(b)(iv), which exceptions are set
forth in Schedule V-B attached hereto and made a part hereof.
"Initial Purchaser" means Credit Suisse First Boston Corporation.
"Initial Resolution Period" shall have the meaning given such term in
Section 7 of this Agreement.
"Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the Mortgage Loan Originator and the Borrower,
pursuant to which such Mortgage Loan was made.
"Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 (subject to the first proviso in Section 1).
"Mortgage Group" shall have the meaning given such term in Section 7 of
the Agreement.
"Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.
"Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.
"Mortgage Loan Purchase Price" means the amount described in Section 2 of
the Agreement.
"Mortgage Loan Schedule" shall have the meaning given such term in Recital
II of this Agreement.
"Mortgage Loans" means all of the mortgage loans to be sold to Depositor
pursuant to this Agreement, specifically identified on either Schedule II-A or
Schedule II-B to this Agreement.
"Offered Certificates" means the Class A-1, Class A-2, Class A-3, Class B,
Class C and Class D Certificates.
"Offering Circular" means the confidential offering circular dated July
18, 2002, describing certain classes of the Certificates.
"PNC Loan Sale Agreement" means the Mortgage Loan Purchase Agreement dated
as of June 28, 2002, between PNC Bank and the Seller whereby PNC Bank sold the
Mortgage Loans identified on Schedule II-B to the Seller on that date.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of July 1,
2002, among the Depositor, Midland Loan Services, Inc., as Master Servicer,
Clarion Partners, LLC, as Special Servicer, the Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent.
"Primary Collateral" means with respect to any Crossed Loan, that portion
of the Mortgaged Property designated as directly securing such Crossed Loan and
excluding any Mortgaged Property as to which the related lien may only be
foreclosed upon by exercise of the cross-collateralization provisions of such
Crossed Loan.
"Prospectus" means the Prospectus of the Depositor, dated May 2, 2002.
"Prospectus Supplement" means the Prospectus Supplement, dated July 18,
2002, relating to the Offered Certificates.
"Servicer File" means, collectively, all documents, records and copies
pertaining to a Mortgage Loan which are required to be included in the related
Servicer File pursuant to Section 3 (subject to the first proviso in Section 1).
"Trustee" shall have the meaning given such term in Section 1 of this
Agreement.
"Underwriters" means Credit Suisse First Boston Corporation, Xxxxxx
Xxxxxxx & Co. Incorporated and PNC Capital Markets, Inc.
"Underwriting Agreement" means the Underwriting Agreement, dated July 18,
2002, between Depositor and the Underwriters.
SCHEDULE II-A
MORTGAGE LOAN SCHEDULE FOR COLUMN LOANS
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
# PROPERTY NAME ADDRESS CITY COUNTY
-------------------------------------------------------------------------------------------------------------------------------
0 Xxxxxxxxx Xxxx 000 Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx
0 Xxxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxx
3 0000 Xxxxx Xxxxxx Xxxxxx - Chase 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx New Castle
Building
4 Gannon West Pointe Apartments 2037 Chablis Drive Maryland Heights St. Louis
5 The Mall at Mill Creek 0-000 Xxxx Xxxxx Xxxxx Secaucus Xxxxxx
6 Riverview Commerce Center 495 and 000 Xxxxxx Xxxxxx Xxxxxxxxx and Tewksbury Middlesex
7 Xxxxxx Ranch Town Center 19759-19931 Xxxxxxx Street Xxxxxx Ranch Los Angeles
8 Lincoln Towers Garage 150, 165, 185, and 000 Xxxx Xxx Xxxxxx Xxx Xxxx Xxx Xxxx
9 Roosevelt Square Shopping Center 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxxxxxxxx Xxxxx
12 Annex of Arlington 0-000 Xxxx Xxxx Xxxx Xxxxxxxxx Heights Xxxx
00 Xxxxx Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxxxxx Xxxxxx Lorain
21 One El Xxxxx Xxxxx 00000 Xx Xxxxx & 00000 XX Xxxxxxx 000 Palm Desert Riverside
23 The Landing @ Arbor Place The Landing Drive Douglasville Xxxxxxx
00 Xxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxxx
24A 000 Xxxx Xx Xxxx 000 Xxxx Xx Xxxx Xxxxxxxx Xxxxxxxxx
00X 000 Xxxxxxxxx Xxx 000 Xxxxxxxxx Xxx Xxxxxxxx Xxxxxxxxx
25 Sandia Ridge Apartments 00000 Xxxxxxx Xxxx XX Albuquerque Bernalillo
00 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx Black Hawk
00X Xxxxxxx Xxxxxx Xxxxxxxxxx X & II 725 and 000 Xxxxxxxxx Xxxxx Xxxxx Xxxxx Black Hawk
00X Xxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx Xxxxx Xxxxx Xxxxx Black Hawk
28 0000 Xxxx Xxxxxxxx Xxxx 0000 Xxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxx
29 Canyon Crossing I 0000 Xxxx Xxxx 289 Lubbock Lubbock
00 Xxxxxxxx Xxxxx XX 0000 Xxxxxx Xxxxxxx Xxxxxx
31 Bentwood Apartments 0000 X Xxxx 000 Xxxxxxx Xxxxxxx
34 Timmaron Ridge Apartments 0000 Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxx
36 Fredericksburg Apartments 00000 Xxxx Xxxxx Xxxxx Xxxxxxx
00 Xxxxxxxx Xxxxxxx 0000 00xx Xxxxxx XX Norman Oklahoma City
38 Willowbrook Apartments 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxxxx Apartments 0000 XxXxx Xxxxx Xxxxxx Xxxxxxxxx
40 Hunters Run 0000 Xxxx Xxxx Xxxxx Xxxxxx Xxxxxxxxx
XXXXX/ XX. FT./
ZIP MORTGAGE ROOMS/
# STATE CODE LOAN SELLER PADS
----------------------------------------------------------------
1 CT 06032 Column 1,080,641
2 SC 29406 Column 426,545
0 XX 00000 Xxxxxx 000,000
0 XX 00000 Column 1,083
5 XX 00000 Column 288,948
6 MA 01876 Column 707,222
7 XX 00000 Column 201,572
8 XX 00000 Column 1,339
9 FL 32210 Column 291,729
12 IL 60004 Column 197,328
16 OH 44035 Column 266,803
21 XX 00000 Column 64,022
23 GA 31305 Column 85,336
24 CT Various Column 47,972
24A CT 06880 Column 30,000
24B CT 06880 Column 17,972
25 NM 87123 Column 272
26 IA Xxxxxxx Xxxxxx 000
00X XX 00000 Column 216
26B IA 00000 Xxxxxx 00
00 XX 00000 Column 79,104
29 TX 79407 Column 232
30 TX 77074 Column 257
31 TX 79407 Column 216
34 TX 75243 Column 000
00 XX 00000 Column 174
37 OK 73071 Column 108
38 OK 73071 Column 76
39 OK 73069 Column 62
40 OK 73071 Column 16
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
ORIG. REM.
ORIGINAL CUT-OFF AMORT. AMORT. REM. TERM TO INTEREST SERVICING AND NET INTEREST
# BALANCE BALANCE (1) TERM TERM MATURITY (7) RATE TRUSTEE FEES RATE
-------------------------------------------------------------------------------------------------------------------------
1 $79,000,000 $79,000,000 360 360 120 5.882% 0.0525% 5.8292%
2 $65,000,000 $65,000,000 300 300 120 6.510% 0.0525% 6.4575%
3 $61,125,000 $61,079,180 360 359 119 7.450% 0.0525% 7.3975%
4 $45,400,000 $45,277,992 360 356 116 7.330% 0.0925% 7.2375%
5 $35,000,000 $34,948,681 360 358 118 6.950% 0.0525% 6.8975%
6 $33,200,000 $33,176,473 360 359 119 7.730% 0.0525% 7.6775%
7 $33,000,000 $32,958,849 360 358 118 7.600% 0.0525% 7.5475%
8 $24,000,000 $23,940,527 360 356 56 7.650% 0.0525% 7.5975%
9 $23,000,000 $23,000,000 336 336 118 6.970% 0.0525% 6.9175%
12 $18,250,000 $18,215,885 360 357 117 7.850% 0.0525% 7.7975%
16 $15,000,000 $14,969,608 360 357 117 7.510% 0.0525% 7.4575%
21 $10,150,000 $10,137,473 360 358 118 7.640% 0.0525% 7.5875%
23 $9,200,000 $9,200,000 300 300 120 6.510% 0.0525% 6.4575%
24 $8,700,000 $8,680,625 360 357 117 7.100% 0.0525% 7.0475%
24A
24B
25 $8,700,000 $8,675,011 360 356 116 7.060% 0.0525% 7.0075%
26 $8,000,000 $7,977,133 360 356 56 7.080% 0.0525% 7.0275%
26A
26B
28 $7,250,000 $7,240,701 360 358 118 7.490% 0.0525% 7.4375%
29 $7,025,000 $6,997,981 360 355 115 7.390% 0.0525% 7.3375%
30 $6,700,000 $6,681,128 360 356 116 7.140% 0.0525% 7.0875%
31 $6,550,000 $6,524,808 360 355 115 7.390% 0.0525% 7.3375%
34 $6,200,000 $6,182,149 360 356 116 7.050% 0.0525% 6.9975%
36 $6,050,000 $6,037,713 360 357 117 7.500% 0.0525% 7.4475%
37 $2,500,000 $2,492,234 300 297 117 7.720% 0.0525% 7.6675%
38 $1,600,000 $1,595,030 300 297 117 7.720% 0.0525% 7.6675%
39 $1,200,000 $1,196,272 300 297 117 7.720% 0.0525% 7.6675%
40 $650,000 $647,981 300 297 117 7.720% 0.0525% 7.6675%
INTEREST
CALCULATION MONTHLY FIRST MATURITY
# (30/360/ACTUAL/360) PAYMENT PAYMENT DATE DATE
------------------------------------------------------------------------------
1 Actual/360 $467,653 8/11/2002 7/11/2032
2 30/360 $439,291 8/11/2002 7/11/2012
3 Actual/360 $425,304 7/11/2002 6/11/2032
4 Actual/360 $312,175 4/11/2002 3/11/2032
5 Actual/360 $231,682 6/11/2002 5/11/2032
6 Actual/360 $237,390 7/11/2002 6/11/2032
7 Actual/360 $233,005 6/11/2002 5/11/2032
8 Actual/360 $170,283 4/11/2002 3/11/2007
9 Actual/360 $155,856 6/11/2002 5/11/2012
12 Actual/360 $132,009 5/11/2002 4/11/2012
16 Actual/360 $104,985 5/11/2002 4/11/2012
21 Actual/360 $71,946 6/11/2002 5/11/2012
23 30/360 $62,177 8/11/2002 7/11/2012
24 Actual/360 $58,467 5/11/2002 4/11/2012
24A
24B
25 Actual/360 $58,232 4/11/2002 3/11/2012
26 Actual/360 $53,655 4/11/2002 3/11/2007
26A
26B
28 Actual/360 $50,643 6/11/2002 5/11/2012
29 Actual/360 $48,592 3/11/2002 2/11/2012
30 Actual/360 $45,207 4/11/2002 3/11/2012
31 Actual/360 $45,306 3/11/2002 2/11/2012
34 Actual/360 $41,457 4/11/2002 3/11/2012
36 Actual/360 $42,302 5/11/2002 4/11/2012
37 Actual/360 $18,834 5/11/2002 4/11/2012
38 Actual/360 $12,054 5/11/2002 4/11/2012
39 Actual/360 $9,040 5/11/2002 4/11/2012
40 Actual/360 $4,897 5/11/2002 4/11/2012
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
PREPAYMENT
PROVISION AS OF ORIGINATION DEFEASANCE LETTER OF LETTER OF CREDIT
ARD (8) (9) (10) CREDIT DESCRIPTION
----------------------------------------------------------------------------------------------------------------------
1 7/11/2012 Lock/117_0%/3 Yes N/A N/A
2 N/A Lock/114_0%/6 Yes N/A N/A
3 6/11/2012 Lock/116_0%/4 Yes N/A N/A
4 3/11/2012 Lock/117_0%/3 Yes N/A N/A
5 5/11/2012 Lock/117_0%/3 Yes N/A N/A
6 6/11/2012 Lock/117_0%/3 Yes N/A N/A
7 5/11/2012 Lock/117_0%/3 Yes N/A N/A
8 N/A Lock/57_0%/3 Yes $1,500,000 Release upon event of a
default by the property
manager to remit revenue
sharing to borrower
9 N/A Lock/117_0%/3 Yes N/A N/A
12 N/A Lock/117_0%/3 Yes N/A N/A
16 N/A Lock/117_0%/3 Yes N/A N/A
21 N/A Lock/117_0%/3 Yes N/A N/A
23 N/A Lock/114_0%/6 Yes N/A N/A
24 N/A Lock/117_0%/3 Yes X/X X/X
00X
00X
00 X/X Lock/117_0%/3 Yes N/A N/A
26 N/A Lock/54_0%/6 Yes X/X X/X
00X
00X
00 X/X Lock/114_0%/6 Yes N/A N/A
29 N/A Lock/114_0%/6 Yes N/A N/A
30 N/A Lock/114_0%/6 Yes N/A N/A
31 N/A Lock/114_0%/6 Yes N/A N/A
34 N/A Lock/117_0%/3 Yes N/A N/A
36 N/A Lock/117_0%/3 Yes N/A N/A
37 N/A Lock/114_0%/6 Yes N/A N/A
38 N/A Lock/114_0%/6 Yes N/A N/A
39 N/A Lock/114_0%/6 Yes N/A N/A
40 N/A Lock/114_0%/6 Yes N/A N/A
EARTHQUAKE
OWNERSHIP LOAN INSURANCE ENVIRONMENTAL
INTEREST TYPE (Y,N,N/A) INSURANCE (Y/N)
---------------------------------------------------------------------------------
1 Fee ARD N/A No
2 Fee Balloon N/A No
3 Fee ARD N/A No
4 Fee ARD N/A No
5 Fee ARD N/A No
6 Fee ARD N/A No
7 Fee ARD No No
8 Fee Balloon N/A No
9 Fee Balloon N/A No
12 Fee Balloon N/A No
16 Fee Balloon N/A No
21 Fee Balloon No No
23 Fee Balloon N/A No
24 Fee Balloon N/A No
24A Fee Balloon N/A No
24B Fee Balloon N/A No
25 Fee Balloon N/A No
26 Fee Balloon N/A No
26A Fee Balloon N/A No
26B Fee Balloon N/A No
28 Fee Balloon N/A No
29 Fee Balloon N/A No
30 Fee Balloon N/A No
31 Fee Balloon N/A No
34 Fee Balloon N/A No
36 Fee Balloon N/A No
37 Fee Balloon N/A Yes
38 Fee Balloon N/A Yes
39 Fee Balloon N/A Yes
40 Fee Balloon N/A Yes
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
# PROPERTY NAME ADDRESS CITY COUNTY
------------------------------------------------------------------------------------------------------------------------------------
42 000 Xxxx Xxxx 000 Xxxx Xxxx Xxxx Xxxxxxxx Xxxxxxxxx
43 Xxxxx on the Fairway Apartments 0000 XX 0000 Xxxx Xxxxxxxxxx Xxxxxx
44 000 Xxxx Xx Xxxx 000 Xxxx Xx Xxxx Xxxxxxxx Xxxxxxxxx
45 EZ Storage - Laurel 0000 Xxxxxx Xxxx Xxxxxx Xxxxxx Xxxxxx'x
00 Xxxxxxx Xxxxxxx Apartments 000 00xx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx
00 Xxxxxxxxx Xxxxxxx 0000 00xx Xxxxxx Xxxxx Xx. Xxxxxxxxxx Pinellas
50 Foxwood I & II Apartments 19920 Foxwood Forest Humble Xxxxxx
51 Towne Oaks Apartments 6310 South Padre Island Drive Corpus Christi Nueces
52 EZ Storage - Catonsville 0000 Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxx
54 Ludwell Apartments 000 Xxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxx-Xxxxxxxxxx
00 Xxxx Xxxx 7501 Seville St Amarillo Xxxxxxx
59 Keokuk Apartments 0000-0000 Xxxxxx Xxxxxx Xxxx City Xxxxxxx
60 The Arbors 0000 Xxxxxxx Xxxxxx Savannah Chatham
00 Xxxxxxxx Xxxxxx Industrial 1850-2255 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx Xx Xxxx
00 Aurora Commons 000-000 Xxxxxx Xxxxxxx Xxxxxx Xxxxxx Portage
63 BI-LO Lexington 000 Xxxxx Xxxxxxxxx Xxxxxxxxx Davidson
64 EZ Storage - Xxxxxx Xxxxx 00000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxx
65 Williamsburg Apartments 0000 Xxxxxxxx Xxxxxx Lincoln Lancaster
66 Texaco/Good Times 000 Xxxx Xxxxx Xxxxxxx Xxxxxxxxxxxx Summit
00 Xxxxxxxx Xxxxx Xxxxxxxxxx 0000 Xxxxxx Court Gahanna Franklin
00 Xxxxxx Xxxx Xxxxxxxxxx 0000 Xxxx Xxxxxx Road Irving Dallas
00 Xxxx Xxxxxxxx 000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx San Francisco
70 Watermark at Lake Highlands 0000 Xxxxxxx Xxxx Xxxxxx Xxxxxx
00 Xxxx Xxxx 0000 X. Xxxxxxxx Xxxx Xxxxxx Xxxxxx
72 2855 Xxxxxx 2855 Xxxxxx Houston Xxxxxx
75 10101 Harwin 00000 Xxxxxx Xxxxx Xxxxxxx Xxxxxx
76 6666 Harwin 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxx
77 Takara South Apartments 0000 Xxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx
78 Crealde Executive Center 0000 Xxxxx Xxx Winter Park Orange
79 Oak Bluff Condominiums 0000 Xxxx Xxx Xxxxxx Xxxxxx Xxxxxx
80 Woodsmill Apartments 748 A Jonestown Road Winston-Salem Forsyth
82 Xxxxxx Acres Apartments 1505 Xxxxxx Drive Rantoul Champaign
84 Mission Trails Manufactured Housing 0000 Xxxxxxx Xxxx Xxx Xxxxxxx Bexar
Community
85 Brentwood Apartments-FL 0000 XX 000xx Xxxxxx Xxxxx Xxxxx Dade
UNITS/ SQ. FT./
ZIP MORTGAGE ROOMS/
# STATE CODE LOAN SELLER PADS
----------------------------------------------------------------
42 CT 06880 Column 35,442
43 TX 77346 Column 000
00 XX 00000 Column 32,565
45 MD 20708 Column 73,475
47 FL 34221 Column 120
48 FL 33714 Column 102
50 TX 77338 Column 184
51 TX 78412 Column 184
52 MD 21229 Column 73,075
54 VA 23185 Column 118
56 TX 79121 Column 160
59 IA 52240 Column 101
60 GA 31408 Column 108
61 CO 80906 Column 82,628
62 OH 44202 Column 74,687
63 NC 27292 Column 46,624
64 MD 21117 Column 71,185
00 XX 00000 Xxxxxx 000
00 XX 00000 Column 4,900
67 OH 43230 Column 112
68 TX 00000 Xxxxxx 000
00 XX 00000 Column 10,970
70 TX 75238 Column 114
71 TX 78753 Column 000
00 XX 00000 Column 72,142
75 TX 77036 Column 64,158
76 TX 77036 Column 75,141
77 TX 77098 Column 77
78 FL 32792 Column 33,934
79 TX 75204 Column 80
80 NC 27103 Column 88
82 IL 61866 Column 152
84 TX 78210 Column 196
85 FL 33160 Column 50
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
ORIG. REM.
ORIGINAL CUT-OFF AMORT. AMORT. REM. TERM TO INTEREST SERVICING AND NET INTEREST
# BALANCE BALANCE (1) TERM TERM MATURITY (7) RATE TRUSTEE FEES RATE
-------------------------------------------------------------------------------------------------------------------------
42 $5,800,000 $5,787,083 360 357 117 7.100% 0.0525% 7.0475%
43 $5,700,000 $5,688,151 360 357 117 7.400% 0.0525% 7.3475%
44 $5,700,000 $5,687,306 360 357 117 7.100% 0.0525% 7.0475%
45 $5,600,000 $5,583,408 300 297 117 7.980% 0.0825% 7.8975%
47 $2,816,000 $2,812,183 360 358 118 7.270% 0.0525% 7.2175%
48 $2,472,000 $2,468,649 360 358 118 7.270% 0.0525% 7.2175%
50 $5,100,000 $5,089,521 360 357 117 7.450% 0.0525% 7.3975%
51 $5,100,000 $5,089,200 360 357 117 7.320% 0.0525% 7.2675%
52 $5,100,000 $5,084,889 300 297 117 7.980% 0.0825% 7.8975%
54 $5,000,000 $4,988,763 360 357 117 7.060% 0.0525% 7.0075%
56 $4,500,000 $4,486,980 360 356 56 7.030% 0.0525% 6.9775%
59 $4,150,000 $4,140,374 360 357 117 6.920% 0.0525% 6.8675%
60 $4,025,000 $4,019,254 360 358 118 7.060% 0.0525% 7.0075%
61 $4,000,000 $3,994,986 360 358 118 7.580% 0.0525% 7.5275%
62 $4,000,000 $3,989,622 360 356 116 7.470% 0.0525% 7.4175%
63 $3,900,000 $3,884,480 312 308 116 7.260% 0.0525% 7.2075%
64 $3,800,000 $3,788,741 300 297 117 7.980% 0.0825% 7.8975%
65 $3,750,000 $3,742,384 360 357 117 7.500% 0.0525% 7.4475%
66 $3,525,000 $3,518,645 360 357 117 8.000% 0.0525% 7.9475%
67 $3,300,000 $3,300,000 360 360 117 7.070% 0.0525% 7.0175%
68 $3,150,000 $3,137,619 360 355 115 7.280% 0.0525% 7.2275%
69 $3,200,000 $3,110,786 192 182 110 7.250% 0.0525% 7.1975%
70 $3,100,000 $3,091,311 360 356 56 7.160% 0.0525% 7.1075%
71 $3,100,000 $3,090,680 300 297 117 7.900% 0.0525% 7.8475%
72 $2,800,000 $2,796,372 360 358 118 7.450% 0.0525% 7.3975%
75 $2,450,000 $2,446,826 360 358 118 7.450% 0.0525% 7.3975%
76 $2,400,000 $2,396,890 360 358 118 7.450% 0.0525% 7.3975%
77 $2,400,000 $2,393,757 360 356 116 7.460% 0.0525% 7.4075%
78 $2,340,000 $2,330,863 360 354 114 7.960% 0.0525% 7.9075%
79 $2,300,000 $2,294,374 360 356 116 7.700% 0.0525% 7.6475%
80 $2,240,000 $2,234,805 360 357 117 6.920% 0.0525% 6.8675%
82 $2,125,000 $2,121,018 360 357 117 7.840% 0.0525% 7.7875%
84 $1,960,000 $1,954,824 360 356 116 7.400% 0.0525% 7.3475%
85 $1,840,000 $1,836,527 360 357 117 7.810% 0.0525% 7.7575%
INTEREST
CALCULATION MONTHLY FIRST MATURITY
# (30/360/ACTUAL/360) PAYMENT PAYMENT DATE DATE
------------------------------------------------------------------------------
42 Actual/360 $38,978 5/11/2002 4/11/2012
43 Actual/360 $39,466 5/11/2002 4/11/2012
44 Actual/360 $38,306 5/11/2002 4/11/2012
45 Actual/360 $43,148 5/1/2002 4/1/2012
47 Actual/360 $19,248 6/11/2002 5/11/2012
48 Actual/360 $16,897 6/11/2002 5/11/2012
50 Actual/360 $35,485 5/11/2002 4/11/2012
51 Actual/360 $35,033 5/11/2002 4/11/2032
52 Actual/360 $39,295 5/1/2002 4/1/2012
54 Actual/360 $33,467 5/11/2002 4/11/2012
56 Actual/360 $30,029 4/11/2002 3/11/2007
59 Actual/360 $27,387 5/11/2002 4/11/2012
60 Actual/360 $26,941 6/11/2002 5/11/2012
61 Actual/360 $28,188 6/11/2002 5/11/2012
62 Actual/360 $27,886 4/11/2002 3/11/2032
63 Actual/360 $27,834 4/11/2002 3/11/2028
64 Actual/360 $29,279 5/1/2002 4/1/2012
65 Actual/360 $26,221 5/11/2002 4/11/2012
66 Actual/360 $25,865 5/11/2002 4/11/2012
67 Actual/360 $22,110 5/11/2002 4/11/2012
68 Actual/360 $21,553 3/11/2002 2/11/2012
69 Actual/360 $28,207 10/11/2001 9/11/2011
70 Actual/360 $20,959 4/11/2002 3/11/2007
71 Actual/360 $23,721 5/11/2002 4/11/2012
72 Actual/360 $19,482 6/11/2002 5/11/2012
75 Actual/360 $17,047 6/11/2002 5/11/2012
76 Actual/360 $16,699 6/11/2002 5/11/2012
77 Actual/360 $16,715 4/11/2002 3/11/2012
78 Actual/360 $17,105 2/11/2002 1/11/2012
79 Actual/360 $16,398 4/11/2002 3/11/2012
80 Actual/360 $14,783 5/11/2002 4/11/2012
82 Actual/360 $15,356 5/11/2002 4/11/2012
84 Actual/360 $13,571 4/11/2002 3/11/2012
85 Actual/360 $13,258 5/11/2002 4/11/2012
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
PREPAYMENT
PROVISION AS OF ORIGINATION DEFEASANCE LETTER OF LETTER OF CREDIT
ARD (8) (9) (10) CREDIT DESCRIPTION
-----------------------------------------------------------------------------------------------------------------------
42 N/A Lock/117_0%/3 Yes N/A N/A
43 N/A Lock/117_0%/3 Yes N/A N/A
44 N/A Lock/117_0%/3 Yes N/A N/A
45 N/A Lock/47_YM1/70_0%/3 No N/A N/A
47 N/A Lock/114_0%/6 Yes N/A N/A
48 N/A Lock/114_0%/6 Yes N/A N/A
50 N/A Lock/117_0%/3 Yes N/A N/A
51 4/11/2012 Lock/117_0%/3 Yes N/A N/A
52 N/A Lock/47_YM1/70_0%/3 No N/A N/A
54 N/A Lock/114_0%/6 Yes $51,250 Replacement Reserve LOC
for $29,500 and Tax &
Insurance Reserve LOC for
$21,750
56 N/A Lock/54_0%/6 Yes N/A N/A
59 N/A Lock/117_0%/3 Yes N/A N/A
60 N/A Lock/117_0%/3 Yes N/A N/A
61 N/A Lock/117_0%/3 Yes N/A N/A
62 3/11/2012 Lock/117_0%/3 Yes N/A N/A
63 3/11/2012 Lock/117_0%/3 Yes N/A N/A
64 N/A Lock/47_YM1/70_0%/3 No N/A N/A
65 N/A Lock/117_0%/3 Yes N/A N/A
66 N/A Lock/117_0%/3 Yes $25,000 To secure tax and
insurance direct payment
of tax and insurance
obligations of the tenants
67 N/A Lock/117_0%/3 Yes N/A N/A
68 N/A Lock/117_0%/3 Yes N/A N/A
69 N/A Lock/117_0%/3 Yes N/A N/A
70 N/A Lock/54_0%/6 Yes N/A N/A
71 N/A Lock/114_0%/6 Yes N/A N/A
72 N/A Lock/117_0%/3 Yes N/A N/A
75 N/A Lock/117_0%/3 Yes N/A N/A
76 N/A Lock/117_0%/3 Yes N/A N/A
77 N/A Lock/114_0%/6 Yes N/A N/A
78 N/A Lock/114_0%/6 Yes N/A N/A
79 N/A Lock/114_0%/6 Yes N/A N/A
80 N/A Lock/117_0%/3 Yes N/A N/A
82 N/A Lock/114_0%/6 Yes N/A N/A
84 N/A Lock/40_YM1/77_0%/3 No N/A N/A
85 N/A Lock/114_0%/6 Yes N/A N/A
EARTHQUAKE
OWNERSHIP LOAN INSURANCE ENVIRONMENTAL
INTEREST TYPE (Y,N,N/A) INSURANCE (Y/N)
----------------------------------------------------------------------------------
42 Fee Balloon N/A No
43 Fee Balloon N/A No
44 Fee Balloon N/A No
45 Fee Balloon N/A No
47 Fee Balloon N/A Yes
48 Fee Balloon N/A Yes
50 Fee Balloon N/A No
51 Fee ARD N/A No
52 Fee Balloon N/A No
54 Fee Balloon N/A No
56 Fee Balloon N/A No
59 Fee Balloon N/A No
60 Fee Balloon N/A No
61 Fee Balloon N/A No
62 Fee ARD N/A No
63 Fee ARD N/A No
64 Fee Balloon N/A No
65 Fee Balloon N/A No
66 Fee Balloon N/A Yes
67 Fee Balloon N/A No
68 Fee Balloon N/A No
69 Fee Balloon No No
70 Fee Balloon N/A No
71 Fee Balloon N/A Yes
72 Fee Balloon N/A No
75 Fee Balloon N/A No
76 Fee Balloon N/A No
77 Fee Balloon N/A Yes
78 Fee Balloon N/A Yes
79 Fee Balloon N/A Yes
80 Fee Balloon N/A No
82 Fee Balloon N/A Yes
84 Fee Balloon N/A Yes
85 Fee Balloon N/A Yes
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
# PROPERTY NAME ADDRESS CITY COUNTY
-----------------------------------------------------------------------------------------------------------------------------
86 000-00 X. 00xx Xxxxxx/0000-00 Xxxxxxx 000-00 X. 00xx Xxxxxx/0000-00 Lombard Philadelphia Xxxxxxxxxx
Xxxxxx Xxxxxx
00 Xxxxxxxxx Oaks Mobile Home Park North Side of Shattalon Drive Winston-Salem Forsyth
00 Xxxxxx Xxxx Xxx Apartments 000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxx
91 Sagebrush Apartments 0000 Xxxxx Xxxx Xxxxxx Xxxxxx
00 XxXxx'x / Xxxxxx Xxxxxxx MHP 7293 & 0000 Xxxx Xxxxxx Xxxxxx Xxxxxx Maricopa
00 Xxxxxx Xxxxxxx 0000 Xxxx Xxxxxxx Xxxxxx Xxxxxx Xxxxx
00 Xxxxxx Xxxxxxxx Xxxx 529-539 Xxxxxx Street Corona Riverside
95 Norton Apartments 0000 X. Xxxxxxxxx Xxxxxx Clearwater Pinellas
96 2251 E. Division St. Warehouse 0000 Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxx Tarrant
98 Executive Quarters at Delray 1030 - 0000 X. Xxxxxxx Xxx Xxxxxx Xxxxx Xxxx Xxxxx
99 0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxxx
000 Xxxxxx Xxxx Xxxxxxxxxx 000 0xx Xxxxxx Xxxx Xxxxxxxxx Summit
000 Xxxxxxxxxx Xxxxx Xxxxxx 0000 X. Xxxxxxx Xxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxx
103 Santa Xxxxxx Apts 000 00xx Xxxxxx Xxxxx Xxxxxx Los Angeles
104 Marlborough House & Christiana House 0000 Xxxxx Xxxxxxxx Xxxxxxx and 0000 Xxxxxxxxx Xxxxxxxxx
North Key Boulevard
105 Pecan Grove Mobile Manor MHP Hwy 341 M Xxxxx Xxxxxxx
UNITS/ SQ. FT./
ZIP MORTGAGE ROOMS/
# STATE CODE LOAN SELLER PADS
----------------------------------------------------------------
86 PA 19146 Column 20
88 NC 27106 Column 144
89 PA 19106 Column 29
91 TX 78722 Column 60
92 AZ 85345 Column 80
93 NJ 07036 Column 21
94 CA 92880 Column 41,260
95 FL 33756 Column 48
96 TX 76011 Column 60,500
98 FL 33483 Column 20,170
99 PA 19103 Column 7
100 OH 44203 Column 000
000 XX 00000 Column 11,943
000 XX 00000 Column 6
104 VA 22209 Column 7
105 GA 31069 Column 82
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
ORIG. REM.
ORIGINAL CUT-OFF AMORT. AMORT. REM. TERM TO INTEREST SERVICING AND NET INTEREST
# BALANCE BALANCE (1) TERM TERM MATURITY (7) RATE TRUSTEE FEES RATE
-------------------------------------------------------------------------------------------------------------------------
86 $1,830,000 $1,827,653 360 358 118 7.490% 0.0525% 7.4375%
88 $1,800,000 $1,794,479 300 297 117 7.790% 0.0525% 7.7375%
89 $1,780,000 $1,773,221 360 355 115 7.440% 0.0525% 7.3875%
91 $1,600,000 $1,593,697 360 354 54 7.920% 0.0525% 7.8675%
92 $1,500,000 $1,492,991 360 353 113 7.680% 0.0525% 7.6275%
93 $1,485,000 $1,481,461 360 356 116 7.800% 0.0525% 7.7475%
94 $1,450,000 $1,447,315 360 357 117 7.890% 0.0525% 7.8375%
95 $1,440,000 $1,438,048 360 358 118 7.270% 0.0525% 7.2175%
96 $1,400,000 $1,398,474 360 358 118 8.110% 0.0525% 8.0575%
98 $1,275,000 $1,272,411 300 298 118 7.620% 0.0525% 7.5675%
99 $1,180,000 $1,178,487 360 358 118 7.490% 0.0525% 7.4375%
100 $1,080,000 $1,074,552 240 237 117 7.790% 0.0525% 7.7375%
102 $1,000,000 $996,261 300 296 116 8.080% 0.0525% 8.0275%
103 $900,000 $899,295 360 359 119 7.230% 0.0525% 7.1775%
104 $850,000 $848,221 360 357 117 7.370% 0.0525% 7.3175%
105 $720,000 $716,947 264 261 117 7.600% 0.0525% 7.5475%
INTEREST
CALCULATION MONTHLY FIRST MATURITY
# (30/360/ACTUAL/360) PAYMENT PAYMENT DATE DATE
------------------------------------------------------------------------------
86 Actual/360 $12,783 6/11/2002 5/11/2012
88 Actual/360 $13,643 5/11/2002 4/11/2012
89 Actual/360 $12,373 3/11/2002 2/11/2012
91 Actual/360 $11,651 2/11/2002 1/11/2007
92 Actual/360 $10,674 1/11/2002 12/11/2011
93 Actual/360 $10,690 4/11/2002 3/11/2012
94 Actual/360 $10,529 5/11/2002 4/11/2012
95 Actual/360 $9,843 6/11/2002 5/11/2012
96 Actual/360 $10,380 6/11/2002 5/11/2012
98 Actual/360 $9,522 6/11/2002 5/11/2012
99 Actual/360 $8,243 6/11/2002 5/11/2012
100 Actual/360 $8,893 5/11/2002 4/11/2012
102 Actual/360 $7,771 4/11/2002 3/11/2012
103 Actual/360 $6,127 7/11/2002 6/11/2012
104 Actual/360 $5,868 5/11/2002 4/11/2012
105 Actual/360 $5,622 5/11/2002 4/11/2012
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-CP3
PREPAYMENT
PROVISION AS OF ORIGINATION DEFEASANCE LETTER OF LETTER OF CREDIT
ARD (8) (9) (10) CREDIT DESCRIPTION
----------------------------------------------------------------------------------------------------------------------
86 N/A Lock/114_0%/6 Yes N/A N/A
88 N/A Lock/114_0%/6 Yes N/A N/A
89 N/A Lock/114_0%/6 Yes N/A N/A
91 N/A Lock/54_0%/6 Yes N/A N/A
92 N/A Lock/117_0%/3 Yes N/A N/A
93 N/A Lock/114_0%/6 Yes N/A N/A
94 N/A Lock/117_0%/3 Yes N/A N/A
95 N/A Lock/114_0%/6 Yes N/A N/A
96 N/A Lock/117_0%/3 Yes N/A N/A
98 N/A Lock/114_0%/6 Yes $50,000 Released upon achieving
(1) an average DSCR of
1.32 and (2) an occupancy
of 92% or greater during
2 consecutive 12-month
periods
99 N/A Lock/114_0%/6 Yes N/A N/A
100 N/A Lock/114_0%/6 Yes N/A N/A
102 N/A Lock/114_0%/6 Yes N/A N/A
103 N/A Lock/114_0%/6 Yes N/A N/A
104 N/A Lock/114_0%/6 Yes N/A N/A
105 N/A Lock/114_0%/6 Yes N/A N/A
EARTHQUAKE
OWNERSHIP LOAN INSURANCE ENVIRONMENTAL
INTEREST TYPE (Y,N,N/A) INSURANCE (Y/N)
----------------------------------------------------------------------------------
86 Fee Balloon N/A Yes
88 Fee Balloon N/A Yes
89 Fee Balloon N/A Yes
91 Fee Balloon N/A Yes
92 Fee Balloon N/A No
93 Fee Balloon N/A Yes
94 Fee Balloon No No
95 Fee Balloon N/A Yes
96 Fee Balloon N/A No
98 Fee Balloon N/A Yes
99 Fee Balloon N/A Yes
100 Fee Balloon N/A Yes
102 Fee Balloon N/A Yes
103 Fee Balloon Yes Yes
104 Fee Balloon N/A Yes
105 Fee Balloon N/A Yes
(A) The Underlying Mortgage Loans secured by Saratoga Springs, Willowbrook
Apartments, Winshire Square Apartments, and Hunters Run are
cross-collateralized and cross-defaulted.
(B) The Underlying Mortgage Loans secured by Oakwood Estates Apartments and
Waterside Village are cross collateralized and cross-defaulted.
(1) Assumes a Cut-off Date in July 2002.
(2) Does not include the parking garage property.
(3) In the case of cross-collateralized and cross-defaulted Underlying
Mortgage Loans, the combined LTV is presented for each and every related
Underlying Mortgage Loan.
(4) At maturity with respect to Balloon Loans or at the ARD in the case of ARD
Loans. There can be no assurance that the value of any particular
Mortgaged Property will not have declined from the original appraisal
value.
(5) Underwritten NCF reflects the Net Cash Flow after U/W Replacement
Reserves, U/W LC's and TI's and U/W FF&E.
(6) U/W DSCR is based on the amount of the monthly payments presented. In the
case of cross-collateralized and cross-defaulted Underlying Mortgage Loans
the combined U/W DSCR is presented for each and every related Underlying
Mortgage Loan.
(7) In the case of the ARD Loans, the anticipated repayment date is assumed to
be the maturity date for the purposes of the indicated column.
(8) Anticipated Repayment Date.
(9) Prepayment Provision as of Origination:
Lock/(x) = Lockout or Defeasance for (x) payments
YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment
for (y) payments
0%/(x) = Prepayable at par for (x) payments
(10) "Yes" means that defeasance is permitted notwithstanding the Lockout
Period.
SCHEDULE II-B
MORTGAGE LOAN SCHEDULE FOR PNC BANK LOANS
ASTERN Property Name Address City State Zip Code
------ ------------- ------- ---- ----- --------
940926968 North Coast Health Center 000 Xxxxx Xx Xxxxxx Xxxx Xxxxxxxxx XX 00000
940927341 Diversified Carlsbad 0000 Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000
940928531 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx 0000 Xxxxxxxxx Xxxxx Xxxx XX 00000
940928975 University Center East 0000 XXXXXXXX XX. Xxx Xxxxx XX 00000
940929001 Colonial Village 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx XX 00000
940929002 Colonial Grand @ Palma Sola 0000 00XX Xxxxxx Xxxx Xxxxxxxxx XX 00000
940929470 Metaldyne Various Various Various Various
Rate Net Mortgage Rate Original Balance Cutoff Balance New Rem Term Maturity Date ARD Original Amort Term
---- ----------------- ---------------- -------------- ------------ ------------- --- -------------------
7.16% 7.0475% $ 18,000,000.00 $17,974,926.37 118 5/1/2012 N/A 360
7.50% 7.3775% $ 11,500,000.00 $11,500,000.00 120 7/1/2012 N/A 360
7.04% 6.9475% $ 13,000,000.00 $12,970,652.10 117 4/1/2012 N/A 360
7.71% 7.5875% $ 19,300,000.00 $19,300,000.00 120 7/1/2012 N/A 360
7.03% 6.9275% $ 9,550,000.00 $ 9,550,000.00 118 5/1/2012 N/A 360
7.03% 6.9275% $ 15,950,000.00 $15,950,000.00 117 4/1/2012 N/A 360
7.57% 7.4675% $ 18,000,000.00 $18,000,000.00 120 7/1/2012 N/A 360
New Remaining Amort Monthly Payment Units/SF Interest Calculation Primary Servicing Fee Master Servicing Fee
------------------- --------------- -------- -------------------- --------------------- --------------------
358 $ 121,694.85 93271 Actual/360 0.0900% 0.0200%
360 $ 80,409.67 112585 Actual/360 0.1000% 0.0200%
357 $ 86,838.84 91917 Actual/360 0.0700% 0.0200%
360 $ 137,734.47 97754 Actual/360 0.1000% 0.0200%
360 $ 63,728.92 176 Actual/360 0.0800% 0.0200%
360 $ 106,437.30 340 Actual/360 0.0800% 0.0200%
360 $ 126,722.52 554,406 Actual/360 0.0800% 0.0200%
Trustee Fee Due Date ARD Lockout/Defeasance EQ Insurance Environmental Insurance Ground Lease Letter of Credit
----------- -------- --- ------------------ ------------ ----------------------- ------------ ----------------
0.0025% 1 No Lock/116_0%/4 No No No No
0.0025% 1 No Lock/116_0%/4 No No No Yes
0.0025% 1 No Lock/116_0%/4 No No No No
0.0025% 1 No Lock/113_0%/7 No No No No
0.0025% 1 No Lock/116_0%/4 No No No No
0.0025% 1 No Lock/116_0%/4 No No No No
0.0025% 1 No Lock/116_0%/4 No No No Yes
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
1. SSC Portfolio (loan number __________)
2. Hawthorne Apartments (loan number __________) and Pinecrest Apartments
(loan number __________)
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
None
SCHEDULE V-A
EXCEPTIONS TO SELLER'S
REPRESENTATIONS AND WARRANTIES
Reference is made to the Representations and Warranties contained in
Exhibit A corresponding to the roman numerals listed below:
Rep (xxviii)
Ludwell Apartments: With respect to the requirement that the borrower pay all
expenses and costs in connection with obtaining the consent of the lender in
connection with a transfer, legal fees and expenses for any such consent is
capped at $5,000.
Rep (xxxviii):
Gannon West Pointe Apartments: Up to $5,200,000 of future mezzanine financing is
allowed in the future from a Qualified Institutional Lender provided certain
conditions are met.
SCHEDULE V-B
EXCEPTIONS TO PNC BANK'S
REPRESENTATIONS AND WARRANTIES
Reference is made to the Representations and Warranties contained in
Exhibit A corresponding to the roman numerals listed below:
Exceptions to Paragraph (ix)
940926968 NORTH COAST HEALTH CENTER. On June 27, 2002, the holder of this
Mortgage Loan delivered a letter to the Borrower (a) stipulating that any loan
document provisions requiring that any documentation, evidence or other items to
be provided by the Borrower in connection with an anticipated release of a
portion of the related Mortgaged Property be satisfactory or acceptable to
Lender would be acceptable so long as such documentation, evidence or other
items would be satisfactory or acceptable to a prudent commercial lender
experienced in servicing mortgage loans similar to this Mortgage Loan; and (b)
waiving the right to require the Borrower to satisfy any additional conditions
for such release required by the holder not specified in such loan documents.
Exceptions to Paragraph (xxiii)
940929470 METALDYNE PORTFOLIO. There are no insurance policies in place with
respect to acts of terrorism or damage related thereto.
Exceptions to Paragraph (xxviii)
None of the Mortgage Loans identified on Schedule II-B provides for acceleration
of indebtedness if, without the consent of the holder of the related Mortgage
Loan, a majority interest in the related Borrower is transferred by virtue of an
involuntary change in ownership resulting from a death or physical or mental
disability or requires the related Borrower to pay the holder's fees and costs
associated therewith.
Exceptions to Paragraph (xxxviii)
None of the Mortgage Loans identified on Schedule II-B prohibits the related
borrower from mortgaging or otherwise encumbering any controlling equity
interest in the borrower.
EXHIBIT A
REPRESENTATIONS AND WARRANTIES
REGARDING THE MORTGAGE LOANS
For purposes of these representations and warranties, the phrase "to
the knowledge of the Seller" or "to the Seller's knowledge" shall mean, except
where otherwise expressly set forth below, the actual state of knowledge of the
Seller or any servicer acting on its behalf regarding the matters referred to,
in each case without having conducted any independent inquiry or due diligence
with respect to such matters and without any actual or implied obligation to
make such inquiry or perform such due diligence, other than making such inquiry
or performing such due diligence as would be customarily performed by prudent
commercial or multifamily mortgage lenders or servicers (as the case may be)
with respect to similar mortgage loans or mortgaged properties. All information
contained in documents which are part of or required to be part of a Mortgage
File shall be deemed to be within the knowledge of the Seller. Wherever there is
a reference to receipt by, or possession of, the Seller of any information or
documents, or to any action taken by the Seller or not taken by the Seller, such
reference shall include the receipt or possession of such information or
documents by, or the taking of such action or the not taking of such action by,
either the Seller or any servicer acting on its behalf.
The Seller hereby represents and warrants, subject to the exceptions
set forth in the applicable Exception Report, with respect to the Mortgage Loans
that as of the date hereinbelow specified or, if no such date is specified, as
of the date of this Agreement:
(i) Immediately prior to the sale, transfer and assignment to
the Depositor, no Note or Mortgage was subject to any assignment
(other than assignments which show a complete chain of assignment to
the Seller), participation or pledge, and the Seller had good and
marketable title to, and was the sole owner of, the related Mortgage
Loan;
(ii) Each Mortgage Loan was either:
(A) originated by a savings and loan association,
savings bank, commercial bank, credit union, or insurance
company, which is supervised and examined by a Federal or
State authority, or by a mortgagee approved by the Secretary
of Housing and Urban Development pursuant to Sections 203 and
211 of the National Housing Act (any of the foregoing,
including the Seller, a "Qualified Originator"); or
(B) if originated by a person which is not a Qualified
Originator (any such person, a "Non-Qualified Originator"),
then:
(1) such Mortgage Loan was underwritten in
accordance with standards established by a Qualified
Originator, using application forms and related credit
documents approved by the Qualified Originator;
(2) the Qualified Originator approved each
application and related credit documents before a
commitment by the Non-Qualified Originator was issued,
and no such commitment was issued until the Qualified
Originator agreed to fund such Mortgage Loan;
(3) the Mortgage Loan was originated by the
Non-Qualified Originator pursuant to an ongoing,
standing relationship with the Qualified Originator; and
(4) the closing documents for the Mortgage Loan
were prepared on forms approved by the Qualified
Originator, and, pursuant to the Non-Qualified
Originator's ongoing, standing relationship with the
Qualified Originator, either:
(a) such closing documents reflect the
Qualified Originator as the original mortgagee,
and such Mortgage Loan was actually funded by the
Qualified Originator at the closing thereof;
(b) such closing documents reflect the
Non-Qualified Originator as the original
mortgagee, but include assignment documents
executed by the Non-Qualified Originator in favor
of the Qualified Originator at the time of the
closing of the Mortgage Loan, reflecting the
Qualified Originator as the successor and assign
to the Non-Qualified Originator, and the Mortgage
Loan was funded initially by the Non-Qualified
Originator at the closing thereof and then
acquired by the Qualified Originator from such
Non-Qualified Originator; or
(c) such closing documents reflect the
Non-Qualified Originator as the original
mortgagee, but include assignment documents
executed by the Non-Qualified Originator in favor
of the Qualified Originator at the time of the
closing of the Mortgage Loan, reflecting the
Qualified Originator as the successor and assign
to the Non-Qualified Originator, and the Mortgage
Loan was funded initially by the Qualified
Originator at the closing thereof and then
acquired by the Qualified Originator from such
Non-Qualified Originator.
(iii) The Seller has full right and authority to
sell, assign and transfer such Mortgage Loan and the
assignment to the Depositor constitutes a legal, valid
and binding assignment of such Mortgage Loan;
(iv) The Seller is transferring such Mortgage Loan
free and clear of any and all liens, pledges, charges or
any other interests or security interests of any nature
encumbering such Mortgage Loan, except for interests in
servicing rights created or granted under the Pooling
and Servicing Agreement, subservicing agreements and/or
servicing rights purchase agreements being executed and
delivered in connection herewith;
(v) To Seller's knowledge, based on the related
borrower's representations and covenants in the related
mortgage loan documents and such other due diligence as
a reasonably prudent commercial mortgage lender would
deem appropriate, the borrower, lessee and/or operator
was in possession of all licenses, permits, and
authorizations then required for use of the Mortgaged
Property which were valid and in full force and effect
as of the origination date and to Seller's actual
knowledge, such licenses, permits and authorizations are
still valid and in full force and effect;
(vi) Each related Note, Mortgage, assignment of
leases (if any) and other agreement executed by or for
the benefit of the related borrower, any guarantor or
their successors or assigns in connection with such
Mortgage Loan is the legal, valid and binding obligation
of the related borrower, enforceable in accordance with
its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors'
rights or by general principles of equity (regardless of
whether such enforceability is considered in a
proceeding in equity or at law); and there is no right
of offset, rescission, abatement or diminution or valid
defense or counterclaim available to the related
borrower with respect to such Note, Mortgage, Assignment
of Leases and other agreements, except as the
enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity
or at law);
(vii) The Mortgage File contains an Assignment of
Leases, either as a separate instrument or incorporated
into the related Mortgage. Each related Assignment of
Leases creates a valid first priority collateral
assignment of, or a valid first priority lien or
security interest in, certain rights under the related
lease or leases, subject only to a license granted to
the related borrower to exercise certain rights and to
perform certain obligations of the lessor under such
lease or leases, including the right to operate the
related leased property, except as the enforcement
thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity
or at law); no person other than the related borrower
owns any interest in any payments due under such lease
or leases that is superior to or of equal priority with
the lender's interest therein;
(viii) Each related assignment of Mortgage from
the Seller to the Depositor and related assignment of
the Assignment of Leases, if the Assignment of Leases is
a separate document from the Mortgage, is in recordable
form, and such assignments and any assignment of any
other agreement executed by or for the benefit of the
related borrower, any guarantor or their successors or
assigns in connection with such Mortgage Loan from the
Seller to the Depositor constitutes the legal, valid and
binding assignment from the Seller to the Depositor,
except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other laws relating to or
affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity
or at law);
(ix) Since origination (a) except as set forth in
the related Mortgage File, such Mortgage Loan has not
been modified, altered, satisfied, canceled,
subordinated or rescinded in whole or in part and (b)
each related Mortgaged Property has not been released,
in whole or in part, from the lien of the related
Mortgage in any manner which materially interferes with
the security intended to be provided by such Mortgage
and since May 10, 2002, no waiver, consent,
modification, assumption, alteration, satisfaction,
cancellation, subordination or rescission which changes
the terms of, or the security for, the Mortgage Loan in
any material respect has occurred or been given;
(x) Each related Mortgage is a valid and
enforceable first lien on the related Mortgaged Property
(subject to Permitted Encumbrances (as defined below)),
except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors'
rights or by general principles of equity (regardless of
whether such enforceability is considered in a
proceeding in equity or at law); and such Mortgaged
Property is free and clear of any mechanics' and
materialmen's liens which are prior to or equal with the
lien of the related Mortgage, except those which are
insured against by a lender's title insurance policy (as
described below). A UCC financing statement has been
filed and/or recorded (or sent for filing or recording)
in all places necessary to perfect a valid security
interest in the personal property necessary to operate
the Mortgaged Property as currently operated; and such
security interest is a first priority security interest,
subject to any prior purchase money security interest in
such personal property, any personal property leases
applicable to such personal property and any other
security interest in such personal property which do
not, individually or in the aggregate, materially
interfere with the security intended to be provided for
such Mortgage Loan. Any security agreement, chattel
mortgage or equivalent document related to and delivered
in connection with the Mortgage Loan establishes and
creates a valid and enforceable lien on the property
described therein, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the enforcement of
creditors' rights or by general principles of equity
(regardless of whether such enforceability is considered
in a proceeding in equity or at law). In the case of any
Mortgage Loan secured by a hotel, the related loan
documents contain such provisions as are necessary and
UCC Financing Statements have been filed as necessary,
in each case, to perfect a valid first priority security
interest in the related operating revenues with respect
to such Mortgaged Property. Notwithstanding the
foregoing, no representation is made as to the
perfection of any security interest in rent, operating
revenues or other personal property to the extent that
possession or control of such items or actions other
than the filing of Uniform Commercial Code financing
statements are required in order to effect such
perfection;
(xi) The Seller has not taken any action that
would cause the representations and warranties made by
the related borrower in the related Mortgage Loan
Documents not to be true;
(xii) The Seller has no knowledge that the
material representations and warranties made by the
related borrower in the related Mortgage Loan Documents
are not true in any material respect;
(xiii) The lien of each related Mortgage is a
first priority lien on the fee or leasehold interest of
the related borrower in the principal amount of such
Mortgage Loan or allocated loan amount of the portions
of the Mortgaged Property covered thereby (as set forth
in the related Mortgage) after all advances of principal
and is insured by an ALTA lender's title insurance
policy (except that if such policy is yet to be issued,
such insurance may be evidenced by a "marked up" pro
forma policy or title commitment in either case marked
as binding and countersigned by the title company or its
authorized agent, either on its face or by an
acknowledged closing instruction or escrow letter), or
its equivalent as adopted in the applicable
jurisdiction, insuring the lender and its successors and
assigns (as sole insured) as to such lien, subject only
to (a) the lien of current real property taxes, water
charges, sewer rents and assessments not yet delinquent
or accruing interest or penalties, (b) covenants,
conditions and restrictions, rights of way, easements
and other matters of public record, none of which,
individually or in the aggregate, materially interferes
with the current use of the Mortgaged Property or the
security intended to be provided by such Mortgage or
with the borrower's ability to pay its obligations when
they become due or the value of the Mortgaged Property
and (c) the exceptions (general and specific) and
exclusions set forth in such policy, none of which,
individually or in the aggregate, materially interferes
with the current general use of the Mortgaged Property
or materially interferes with the security intended to
be provided by such Mortgage or with the related
borrower's ability to pay its obligations when they
become due or the value of the Mortgaged Property (items
(a), (b) and (c) collectively, "Permitted Encumbrances")
and with respect to each Mortgage Loan, such Permitted
Encumbrances do not, individually or in the aggregate,
materially interfere with the security intended to be
provided by the related Mortgage, the current principal
use of the related Mortgaged Property or the current
ability of the related Mortgaged Property to generate
income sufficient to service such Mortgage Loan; the
premium for such policy was paid in full; such policy
(or if it is yet to be issued, the coverage to be
afforded thereby) is issued by a title insurance company
licensed to issue policies in the state in which the
related Mortgaged Property is located (unless such state
is Iowa) and is assignable (with the related Mortgage
Loan) to the Depositor and the Trustee without the
consent of or any notification to the insurer, and is in
full force and effect upon the consummation of the
transactions contemplated by the Mortgage Loan Purchase
Agreement; no claims have been made under such policy
and the Seller has not undertaken any action or omitted
to take any action, and has no knowledge of any such act
or omission, which would impair or diminish the coverage
of such policy;
(xiv) The proceeds of such Mortgage Loan have been
fully disbursed and there is no requirement for future
advances thereunder, and no future advances have been
made which are not reflected in the related Mortgage
File;
(xv) Except as set forth in a property inspection
report or engineering report prepared in connection with
the origination of the Mortgage Loan, as of the later of
the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property
by the Seller, as applicable, and to the knowledge of
Seller as of the date hereof, each related Mortgaged
Property is free of any material damage that would
affect materially and adversely the use or value of such
Mortgaged Property as security for the Mortgage Loan
(normal wear and tear excepted). If any of the
inspection or engineering reports referred to above in
this Paragraph (xv) revealed any immediate repair items,
then one of the following is true: (a) the repairs
and/or maintenance necessary to correct such condition
have been completed in all material respects; (b) an
escrow of funds is required or a letter of credit was
obtained in an amount reasonably estimated to be
sufficient to complete the repairs and/or maintenance
necessary to correct such condition; or (c) the
reasonable estimation at the time of origination of the
Mortgage Loan of the cost to complete the repairs and/or
maintenance necessary to correct such condition
represented no more than the greater of (i) $50,000 and
(ii) 2% of the value of the related Mortgaged Property
as reflected in an appraisal conducted in connection
with the origination of the subject Mortgage Loan; as of
the closing date for each Mortgage Loan and, to the
Seller's knowledge, as of the date hereof, there is no
proceeding pending for the total or partial condemnation
of such Mortgaged Property that would have a material
adverse effect on the use or value of the Mortgaged
Property;
(xvi) The Seller has inspected or caused to be
inspected each related Mortgaged Property within the
past twelve months, or the originator of the Mortgage
Loan inspected or caused to be inspected each related
Mortgaged Property within three months of origination of
the Mortgage Loan;
(xvii) No Mortgage Loan has a shared appreciation
feature, any other contingent interest feature or a
negative amortization feature other than the ARD Loans
which may have negative amortization from and after the
Anticipated Repayment Date;
(xviii) Each Mortgage Loan is a whole loan and
neither the Mortgage Loan nor the related Mortgage Loan
Documents create or grant an equity participation to the
lender or any other party;
(xix) The Mortgage Rate (exclusive of any default
interest, late charges, or prepayment premiums) of such
Mortgage Loan complied as of the date of origination
with, or was exempt from, applicable state or federal
laws, regulations and other requirements pertaining to
usury. Except to the extent any noncompliance did not
materially and adversely affect the value of the related
Mortgaged Property, the security provided by the
Mortgage or the related borrower's operations at the
related Mortgaged Property, any and all other
requirements of any federal, state or local laws,
including, without limitation, truth-in-lending, real
estate settlement procedures, equal credit opportunity
or disclosure laws, applicable to such Mortgage Loan
have been complied with as of the date of origination of
such Mortgage Loan;
(xx) Neither the Seller nor to the Seller's
knowledge, any originator, committed any fraudulent acts
during the origination process of any Mortgage Loan and
the origination, servicing and collection of each
Mortgage Loan is in all respects legal, proper and
prudent in accordance with customary commercial mortgage
lending standards, and no other person has been granted
or conveyed the right to service the Mortgage Loans or
receive any consideration in connection therewith,
except as provided in the Pooling and Servicing
Agreement or any permitted subservicing agreements;
(xxi) All taxes and governmental assessments that
became due and owing prior to the date hereof with
respect to each related Mortgaged Property and that are
or may become a lien of priority equal to or higher than
the lien of the related Mortgage have been paid or an
escrow of funds has been established and such escrow
(including all escrow payments required to be made prior
to the delinquency of such taxes and assessments) is
sufficient to cover the payment of such taxes and
assessments;
(xxii) All escrow deposits and payments required
pursuant to each Mortgage Loan are in the possession, or
under the control, of Column Financial, Inc. or its
agent and there are no deficiencies (subject to any
applicable grace or cure periods) in connection
therewith. All such escrows and deposits are being
conveyed by Column Financial, Inc. to the Depositor and
identified as such with appropriate detail. With respect
to any disbursements made from such escrows, any
requirements for the disbursement of any such escrows
have been complied with in all material respects;
(xxiii) Each related Mortgaged Property is insured
by a fire and extended perils insurance policy, issued
by an insurer meeting the requirements of the Pooling
and Servicing Agreement, in an amount not less than the
lesser of the principal amount of the related Mortgage
Loan and the replacement cost (with no deduction for
physical depreciation) and not less than the amount
necessary to avoid the operation of any co-insurance
provisions with respect to the related Mortgaged
Property; each related Mortgaged Property is also
covered by business interruption or rental loss
insurance which covers a period of not less than 12
months and comprehensive general liability insurance in
amounts generally required by prudent commercial
mortgage lenders for similar properties; all Mortgaged
Properties in California or in a seismic zone 4 or 5
have had a seismic assessment done and earthquake
insurance was obtained to the extent any such Mortgaged
Property has a probable maximum loss in the event of an
earthquake of greater than twenty percent (20%) of the
replacement value of the related improvements; if the
Mortgaged Property for any Mortgage Loan is located
within Florida or within 25 miles of the coast of North
Carolina, South Carolina, Georgia, Alabama, Mississippi,
Louisiana or Texas, then, such Mortgaged Property is
insured by windstorm insurance in an amount at least
equal to the lesser of (i) the outstanding principal
balance of such Mortgage Loan and (ii) 100% of the
insurable replacement cost of the improvements located
on the related Mortgaged Property; the Mortgaged
Properties securing all of the Mortgage Loans having a
Stated Principal Balance in excess of $3,000,000 have,
as of the date hereof, insurance policies in place with
respect to acts of terrorism or damage related thereto
(excluding acts involving nuclear, biological or
chemical terrorism), except any such Mortgage Loans that
are listed on the applicable Exception Report. All
premiums on such insurance policies required to be paid
as of the date hereof have been paid; such insurance
policies or the related insurance certificates require
prior notice to the insured of reduction in coverage,
termination or cancellation, and no such notice has been
received by the Seller; such insurance names the lender
under the Mortgage Loan and its successors and assigns
as a named or additional insured; each related Mortgage
Loan obligates the related borrower to maintain all such
insurance and, at such borrower's failure to do so,
authorizes the lender to maintain such insurance at the
borrower's cost and expense and to seek reimbursement
therefor from such borrower;
(xxiv) There is no monetary default, breach,
violation or event of acceleration existing under the
related Mortgage Loan. To the Seller's knowledge, there
is no (a) non-monetary default, breach, violation or
event of acceleration existing under the related
Mortgage Loan or (b) event (other than payments due but
not yet delinquent) which, with the passage of time or
with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or
event of acceleration, which default, breach, violation
or event of acceleration, in the case of either (a) or
(b) would materially and adversely affect the use or
value of the Mortgage Loan or the related Mortgaged
Property; provided, however, that this representation
and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by
any other representation or warranty made by the Seller
in any of paragraphs (xiii), (xxi), (xxv), (xxvii),
(xxix), and (xxxi) of this Exhibit A-1;
(xxv) No Mortgage Loan has been more than 30 days
delinquent in making required payments since origination
and as of the Cut-off Date no Mortgage Loan is 30 or
more days delinquent in making required payments;
(xxvi) (a) Each related Mortgage contains
provisions so as to render the rights and remedies of
the holder thereof adequate for the practical
realization against the Mortgaged Property of the
principal benefits of the security, including
realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law
requirements, appointment of a receiver, and (b) there
is no exemption available to the borrower which would
interfere with such right to foreclose, except, in the
case of either (a) or (b), as the enforcement of the
Mortgage may be limited by bankruptcy, insolvency,
reorganization, moratorium, redemption or other laws
affecting the enforcement of creditors' rights or by
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity
or at law). No borrower is a debtor in a state or
federal bankruptcy or insolvency proceeding;
(xxvii) At origination, each borrower represented
and warranted in all material respects that to its
knowledge, except as set forth in certain environmental
reports and, except as commonly used in the operation
and maintenance of properties of similar kind and nature
to the Mortgaged Property, in accordance with prudent
management practices and applicable law, and in a manner
that does not result in any contamination of the
Mortgaged Property, it has not used, caused or permitted
to exist and will not use, cause or permit to exist on
the related Mortgaged Property any hazardous materials
in any manner which violates federal, state or local
laws, ordinances, regulations, orders, directives or
policies governing the use, storage, treatment,
transportation, manufacture, refinement, handling,
production or disposal of hazardous materials or other
environmental laws; the related borrower agreed to
indemnify, defend and hold the mortgagee and its
successors and assigns harmless from and against losses,
liabilities, damages, injuries, penalties, fines,
expenses, and claims of any kind whatsoever (including
attorneys' fees and costs) paid, incurred or suffered
by, or asserted against, any such party resulting from a
breach of the foregoing representations, warranties or
covenants given by the borrower in connection with such
Mortgage Loan. A Phase I environmental report and with
respect to certain Mortgage Loans, a Phase II
environmental report was conducted by a reputable
independent environmental consulting firm in connection
with such Mortgage Loan, which report did not indicate
any material non-compliance with applicable
environmental laws or material existence of hazardous
materials or, if any material non-compliance or material
existence of hazardous materials was indicated in any
such report, then at least one of the following
statements is true: (A) funds reasonably estimated to be
sufficient to cover the cost to cure any material
non-compliance with applicable environmental laws or
material existence of hazardous materials have been
escrowed by the related borrower and held by the related
mortgagee; (B) if the environmental report recommended
an operations and maintenance plan, but not any material
expenditure of funds, an operations and maintenance plan
has been required to be obtained by the related
borrower; (C) the environmental condition identified in
the related environmental report was remediated or
abated in all material respects prior to the date
hereof; (D) a no further action or closure letter was
obtained from the applicable governmental regulatory
authority (or the environmental issue affecting the
related Mortgaged Property was otherwise listed by such
governmental authority as "closed"); (E) such conditions
or circumstances identified in the Phase I environmental
report were investigated further and based upon such
additional investigation, an environmental consultant
recommended no further investigation or remediation; (F)
a party unrelated to the borrower with financial
resources reasonably estimated to be adequate to cure
the condition or circumstance provided a guaranty or
indemnity to the related borrower to cover the costs of
any required investigation, testing, monitoring or
remediation; (G) the expenditure of funds reasonably
estimated to be necessary to effect such remediation is
not greater than two percent (2%) of the outstanding
principal balance of the related Mortgage Loan; or (H) a
lender's environmental insurance policy was obtained and
is a part of the related Mortgage File. Notwithstanding
the preceding sentence, with respect to certain Mortgage
Loans with an original principal balance of less than
$3,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I
environmental report was not obtained) a lender's
secured creditor impairment environmental insurance
policy was obtained with respect to each such Mortgage
Loan. Each of such secured creditor impairment
environmental insurance policies is a part of the
related Mortgage File. Each of such environmental
insurance policies is in full force and effect, is in an
amount not less than the 100% of the balance of the
related Mortgage Loan, has a term extending not less
than 5 years after the maturity date of the related
Mortgage Loan, the premiums for such policies have been
paid in full and the Trustee is named as an insured
under each of such policies, the Seller has delivered to
the insurer all environmental reports in its possession.
To the Seller's knowledge, in reliance on such
environmental reports and except as set forth in such
environmental reports, each Mortgaged Property is in
material compliance with all applicable federal, state
and local environmental laws, and to the Seller's
knowledge, no notice of violation of such laws has been
issued by any governmental agency or authority, except,
in all cases, as indicated in such environmental reports
or other documents previously provided to the Rating
Agencies; and the Seller has not taken any action which
would cause the Mortgaged Property to not be in
compliance with all federal, state and local
environmental laws pertaining to environmental hazards;
(xxviii) (1) Each Mortgage Loan contains
provisions for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if,
without the consent of the holder of the Mortgage (and
the Mortgage requires the mortgagor to pay all fees and
expenses associated with obtaining such consent), the
related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to
transfers of certain interests in the related borrower
to persons already holding interests in the borrower,
their family members, affiliated companies and other
estate planning related transfers that satisfy certain
criteria specified in the related Mortgage (which
criteria is consistent with the practices of prudent
commercial mortgage lenders) or any transfers in
connection with the death or disability of owners of the
borrower, each Mortgage Loan also contains the
provisions for the acceleration of the payment of the
unpaid principal balance of such Mortgage Loan if,
without the consent of the holder of the Mortgage, (and
the Mortgage requires the mortgagor to pay all fees and
expenses associated with obtaining such consent) a
majority interest in the related borrower is directly or
indirectly transferred or sold;
(xxix) All improvements included in the related
appraisal are within the boundaries of the related
Mortgaged Property, except for encroachments onto
adjoining parcels for which the Seller has obtained
title insurance against losses arising therefrom or that
do not materially and adversely affect the use or value
of such Mortgaged Property. No improvements on adjoining
parcels encroach onto the related Mortgaged Property
except for encroachments that do not materially and
adversely affect the value of such Mortgaged Property,
the security provided by the Mortgage, the current use
of the Mortgaged Property, or the related borrower's
operations at the Mortgaged Property;
(xxx) The information pertaining to the Mortgage
Loans which is set forth in the Mortgage Loan Schedule
attached as an exhibit to this Mortgage Loan Purchase
Agreement is complete and accurate in all material
respects as of the dates of the information set forth
therein (or, if not set forth therein, as of the Cut-Off
Date);
(xxxi) If any Mortgage Loan is secured by the
leasehold estate of the related borrower, the related
Mortgage also encumbers the related lessor's fee
interest in such Mortgaged Property;
(xxxii) With respect to any Mortgage Loan where
all or a material portion of the estate of the related
borrower therein is a leasehold estate, but the related
Mortgage also encumbers the related lessor's fee
interest in such Mortgaged Property: (a) such lien on
the related fee interest is evidenced by the related
Mortgage, (b) such Mortgage does not by its terms
provide that it will be subordinated to the lien of any
other mortgage or encumbrance upon such fee interest,
(c) upon the occurrence of a default under the terms of
such Mortgage by the related borrower, any right of the
related lessor to receive notice of, and to cure, such
default granted to such lessor under any agreement
binding upon the lender would not be considered
commercially unreasonable in any material respect by
prudent commercial mortgage lenders, (d) the related
lessor has agreed in a writing included in the related
Mortgage File that the related ground lease may not be
amended or modified without the prior written consent of
the lender and that any such action without such consent
is not binding on the lender, its successors or assigns,
and (e) the related ground lease is in full force and
effect, and the Seller has no actual knowledge that any
default beyond applicable notice and grace periods has
occurred or that there is any existing condition which,
but for the passage of time or giving of notice, would
result in a default under the terms of such ground
lease;
(xxxiii) With respect to Mortgage Loans that are
cross-collateralized or cross-defaulted, all other loans
that are cross-collateralized by or cross-defaulted with
such Mortgage Loans are being transferred to the
Depositor;
(xxxiv) Neither Seller nor any affiliate thereof
has any obligation to make any capital contribution to
any borrower under a Mortgage Loan, other than
contributions made on or prior to the date hereof;
(xxxv) (1) The Mortgage Loan is directly secured
by a Mortgage on a commercial property or multifamily
residential property, and (2) the fair market value of
such real property, as evidenced by an appraisal
satisfying the requirements of FIRREA conducted within
12 months of the origination of the Mortgage Loan, was
at least equal to 80% of the principal amount of the
Mortgage Loan (a) at origination (or if the Mortgage
Loan has been modified in a manner that constituted a
deemed exchange under Section 1001 of the Code at a time
when the Mortgage Loan was not in default or default
with respect thereto was not reasonably foreseeable, the
date of the last such modification) or (b) at the date
hereof; provided that the fair market value of the real
property must first be reduced by (A) the amount of any
lien on the real property interest that is senior to the
Mortgage Loan and (B) a proportionate amount of any lien
that is in parity with the Mortgage Loan (unless such
other lien secures a Mortgage Loan that is
cross-collateralized with such Mortgage Loan, in which
event the computation described in (a) and (b) shall be
made on an aggregated basis);
(xxxvi) There are no subordinate mortgages
encumbering the related Mortgaged Property, nor are
there any preferred equity interests held by the lender
or any mezzanine debt related to such Mortgaged
Property, except as set forth in the Prospectus
Supplement, this Exhibit A or in the Exception Report to
this Mortgage Loan Purchase Agreement;
(xxxvii) The Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original
principal balance in excess of $5,000,000 require that
the related borrower be a single-purpose entity (for
this purpose, "single-purpose entity" shall mean an
entity, other than an individual, having organizational
documents which provide substantially to the effect that
it is formed or organized solely for the purpose of
owning and operating one or more Mortgaged Properties,
is prohibited from engaging in any business unrelated to
such property and the related Mortgage Loan, does not
have any assets other than those related to its interest
in the related Mortgaged Property or its financing, or
any indebtedness other than as permitted under the
related Mortgage Loan). To the Seller's actual
knowledge, each borrower has fully complied with the
requirements of the related Mortgage Note and Mortgage
and borrower's organizational documents regarding
Single-Purpose Entity status;
(xxxviii) Each Mortgage Loan prohibits the related
borrower from mortgaging or otherwise encumbering the
Mortgaged Property, or any controlling equity interest
in the borrower, without the prior written consent of
the mortgagee or the satisfaction of debt service
coverage or similar criteria specified in the Note or
Mortgage which would be acceptable to a reasonably
prudent commercial mortgage lender, and, except in
connection with trade debt and equipment financings in
the ordinary course of borrower's business, from
carrying any additional indebtedness, except, in each
case, liens contested in accordance with the terms of
the Mortgage Loans or, with respect to each Mortgage
Loan having an original principal balance of less than
$4,000,000, any unsecured debt;
(xxxix) Each borrower covenants in the Mortgage
Loan documents that it shall remain in material
compliance with all material licenses, permits and other
legal requirements necessary and required to conduct its
business;
(xl) Each Mortgaged Property (a) is located on or
adjacent to a dedicated road, or has access to an
irrevocable easement permitting ingress and egress, (b)
is served by public utilities and services generally
available in the surrounding community or otherwise
appropriate for the use in which the Mortgaged Property
is currently being utilized, and (c) constitutes one or
more separate tax parcels or is covered by an
endorsement with respect to the matters described in
(a), (b) or (c) under the related title insurance policy
(or the binding commitment therefor);
(xli) Based solely on a flood zone certification
or a survey of the related Mortgaged Property, if any
portion of the improvements on the Mortgaged Property is
located in an area identified by the Federal Emergency
Management Agency or the Secretary of Housing and Urban
Development as having special flood hazards categorized
as Zone "A" or Zone "V" and flood insurance is
available, the terms of the Mortgage Loan require the
borrower to maintain flood insurance, or at such
borrower's failure to do so, authorizes the Lender to
maintain such insurance at the cost and expense of the
borrower and such insurance is in full force and effect
in an amount not less than the lesser of (1) the
replacement cost of the material improvements on such
Mortgaged Property, (2) the balance of the Mortgage Loan
and (3) the maximum amount of insurance available under
the applicable National Flood Insurance Administration
Program;
(xlii) With respect to each Mortgage which is a
deed of trust, a trustee, duly qualified under
applicable law to serve as such, currently so serves and
is named in the deed of trust or has been substituted in
accordance with applicable law or may be substituted in
accordance with applicable law by the related mortgagee,
and except in connection with a trustee's sale after a
default by the related borrower, no fees are payable to
such trustee, and such fees payable are payable by the
borrower;
(xliii) RESERVED;
(xliv) Except as disclosed in the Exception Report
to this Mortgage Loan Purchase Agreement, to the
knowledge of the Seller as of the date hereof, there was
no pending action, suit or proceeding, arbitration or
governmental investigation against any borrower or
Mortgaged Property, an adverse outcome of which would
materially and adversely affect such borrower's ability
to perform under the related Mortgage Loan;
(xlv) No advance of funds has been made by the
Seller to the related borrower (other than mezzanine
debt and the acquisition of preferred equity interests
by the preferred equity interest holder, as disclosed in
the Prospectus Supplement), and no funds have, to the
Seller's knowledge, been received from any person other
than, or on behalf of, the related borrower, for, or on
account of, payments due on the Mortgage Loan;
(xlvi) To the extent required under applicable
law, as of the Cut-off Date or as of the date that such
entity held the Note, each holder of the Note was
authorized to transact and do business in the
jurisdiction in which each related Mortgaged Property is
located, or the failure to be so authorized did not
materially and adversely affect the enforceability of
such Mortgage Loan;
(xlvii) All collateral for the Mortgage Loans is
being transferred as part of the Mortgage Loans;
(xlviii) Except as disclosed in the Exception
Report to this Mortgage Loan Purchase Agreement or the
Prospectus Supplement with respect to the Crossed Loans
and Multiple Property Loans, no Mortgage Loan requires
the lender to release any portion of the Mortgaged
Property from the lien of the related Mortgage except
upon (a) payment in full or defeasance of the related
Mortgage Loan, (b) the satisfaction of certain legal and
underwriting requirements that would be customary for
prudent commercial mortgage lenders, which in all events
include payment of a release price at least 125% of the
appraised value of the property to be released or of the
allocated loan amount of such property or (c) releases
of unimproved out-parcels or (d) releases of other
portions of the Mortgaged Property which will not have a
material adverse effect on the use or value of the
collateral for the related Mortgage Loan and which were
given no value in the appraisal of the Mortgaged
Property or of that portion of the Mortgaged Property
used to calculate the loan-to-value ratio of the
Mortgaged Property for underwriting purposes. No release
or partial release of any Mortgaged Property, or any
portion thereof, expressly permitted or required
pursuant to the terms of any Mortgage Loan would
constitute a significant modification of the related
Mortgage Loan under Treas. Reg. Section 1.860G-2(b)(2);
(xlix) Any insurance proceeds in respect of a
casualty loss or taking will be applied either to (a)
the repair or restoration of all or part of the related
Mortgaged Property, with, in the case of all casualty
losses or takings in excess of a specified amount or
percentage of the related loan amount that a prudent
commercial lender would deem satisfactory and
acceptable, the lender (or a trustee appointed by it)
having the right to hold and disburse such proceeds as
the repair or restoration progresses (except in any case
where a provision entitling another party to hold and
disburse such proceeds would not be viewed as
commercially unreasonable by a prudent commercial
mortgage lender) or (b) to the payment of the
outstanding principal balance of such Mortgage Loan
together with any accrued interest thereon;
(l) (l) Each Form UCC-1 financing statement, if
any, filed with respect to personal property
constituting a part of the related Mortgaged Property
and each Form UCC-2 or UCC-3 assignment, if any, of such
financing statement to the Seller was, and each Form
UCC-3 assignment, if any, of such financing statement in
blank which the Trustee or its designee is authorized to
complete (but for the insertion of the name of the
assignee and any related filing information which is not
yet available to the Seller) is, in suitable form for
filing in the filing office in which such financing
statement was filed;
(li) To the Seller's knowledge, (a) each
commercial lease covering more than 10% (20% in the case
of any Mortgage Loan having an original principal
balance less than $2,500,000) of the net leaseable area
of the related Mortgaged Property is in full force and
effect and (b) there exists no default under any such
commercial lease either by the lessee thereunder or by
the related borrower that could give rise to the
termination of such lease;
(lii) Based upon an opinion of counsel and/or
other due diligence considered reasonable by prudent
commercial mortgage lenders, the improvements located on
or forming part of each Mortgaged Property comply with
applicable zoning laws and ordinances, or constitute a
legal non-conforming use or structure or, if any such
improvement does not so comply, such non-compliance does
not materially and adversely affect the value of the
related Mortgaged Property. With respect to properties
with a Stated Principal Balance of over $10,000,000, if
the related Mortgaged Property does not so comply, to
the extent the Seller is aware of such non-compliance,
it has required the related borrower to obtain law and
ordinance insurance coverage in amounts customarily
required by prudent commercial mortgage lenders;
(liii) Each Mortgage Loan constitutes a "qualified
mortgage" within the meaning of Section 860G(a)(3) of
the Code (but without regard to the rule in Treasury
Regulation (as defined herein) Section 1.860G-2(f)(2)
that treats a defective obligation as a qualified
mortgage or any substantially similar successor
provision), the related Mortgaged Property, if acquired
by a REMIC in connection with the default or imminent
default of such Mortgage Loan would constitute
"foreclosure property" within the meaning of Code
Section 860G(a)(8) and all Prepayment Premiums and Yield
Maintenance Charges constitute "customary prepayment
penalties" within the meaning of Treasury Regulation
Section 1.860G-1(b)(2);
(liv) With respect to any Mortgage Loan that
pursuant to the Mortgage Loan Documents can be defeased,
(i) the Mortgage Loan cannot be defeased within two
years after the Closing Date, (ii) the borrower can
pledge only United States government securities in an
amount sufficient to make all scheduled payments under
the Mortgage Loan when due, (iii) the borrower is
required to provide independent certified public
accountant's certification that the collateral is
sufficient to make such payments, (iv) the loan may be
required to be assumed by a single-purpose entity
designated by the holder of the Mortgage Loan, (v) the
borrower is required to provide an opinion of counsel
that the trustee has a perfected security interest in
such collateral prior to any other claim or interest,
(vi) the borrower is required to pay all Rating Agency
fees associated with defeasance (if rating confirmation
is a specific condition precedent thereto) and all other
reasonable expenses associated with defeasance,
including, but not limited to, accountant's fees and
opinions of counsel, (vii) with respect to any
Significant Loan (as defined in the Pooling and
Servicing Agreement), the borrower is required to
provide an opinion of counsel that such defeasance will
not cause any REMIC created under the Pooling and
Servicing Agreement to fail to qualify as a REMIC for
federal or applicable state tax purposes and (viii) with
respect to any Significant Loan (as defined in the
Pooling and Servicing Agreement), the borrower must
obtain confirmation from each Rating Agency that the
defeasance would not result in such Rating Agency's
withdrawal, downgrade or qualification of the then
current rating of any class of Certificates rated by
such Rating Agency;
(lv) The Mortgage Loan Documents for each Mortgage
Loan provide that the related borrower thereunder shall
be liable to the lender for any losses incurred by the
lender due to (i) the misapplication or misappropriation
of rents, insurance proceeds or condemnation awards,
(ii) any willful act of material waste, (iii) any breach
of the environmental covenants contained in the related
Mortgage Loan Documents, and (iv) fraud by the related
borrower; provided that, with respect to clause (iii) of
this sentence, an indemnification against losses related
to such violations or environmental insurance shall
satisfy such requirement;
(lvi) If such Mortgage Loan is an ARD Loan, it
commenced amortizing on its initial scheduled Due Date
and provides that: (i) its Mortgage Rate will increase
by no less than two percentage points in connection with
the passage of its Anticipated Repayment Date and so
long as the Mortgage Loan is an asset of the Trust Fund;
(ii) its Anticipated Repayment Date is not less than
seven years following the origination of such Mortgage
Loan; (iii) no later than the related Anticipated
Repayment Date, if it has not previously done so, the
related borrower is required to enter into a "lockbox
agreement" whereby all revenue from the related
Mortgaged Property shall be deposited directly into a
designated account controlled by the Master Servicer;
and (iv) any cash flow from the related Mortgaged
Property that is applied to amortize such Mortgage Loan
following its Anticipated Repayment Date shall, to the
extent such net cash flow is in excess of the Monthly
Payment payable therefrom, be net of budgeted and
discretionary (servicer approved) capital expenditures;
(lvii) Except as disclosed in the Prospectus
Supplement, no Mortgage Loan, and no group of Mortgage
Loans made to the same borrower and to borrowers that
are Affiliates, accounted for more than 5.0% of the
aggregate of the Stated Principal Balances of all of the
Mortgage Loans and all of the mortgage loans sold to the
Depositor by PNC Bank pursuant to that certain Mortgage
Loan Purchase Agreement dated as of July 1, 2002 between
the Depositor and PNC Bank as of the Cut-Off Date;
(lviii) Except for the Mortgage Loans with an
initial principal balance less than $3,000,000, in
connection with its origination or acquisition of each
Mortgage Loan, the Seller obtained an appraisal of the
related Mortgaged Property, which appraisal is signed by
an appraiser, who, to the Seller's actual knowledge, had
no interest, direct or indirect, in the borrower, the
Mortgaged Property or in any loan made on the security
of the Mortgaged Property, and whose compensation was
not affected by the approval or disapproval of the
Mortgage Loan; and
(lix) Each Mortgage Loan bears interest at a rate
that remains fixed throughout the remaining term of such
Mortgage Loan, except in the case of an ARD Loan after
its Anticipated Repayment Date and except for the
imposition of a default rate.
EXHIBIT B
AFFIDAVIT OF LOST NOTE
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
_____________________________, being duly sworn, deposes and says:
1. that he is an authorized signatory of Column Financial, Inc.
("Column");
2. that Column is the owner and holder of a mortgage loan in the
original principal amount of $___________ secured by a mortgage (the "Mortgage")
on the premises known as ________________ located in _________________;
3. (a) that Column, after having conducted a diligent investigation
of its records and files, has been unable to locate the following original note
and believes that said original note has been lost, misfiled, misplaced or
destroyed due to a clerical error:
a note in the original sum of $_________________ made by
______________, to Column, under date of ___________ (the "Note");
4. that the Note is now owned and held by Column;
5. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;
6. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except Column; and
7. upon assignment of the Note by Column to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor") and subsequent assignment by
the Depositor to the trustee for the benefit of the holders of the Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2002-CP3 (the "Trustee") (which assignment may, at the
discretion of the Depositor, be made directly by Column to the Trustee) Column
covenants and agrees (a) promptly to deliver to the Trustee the original Note if
it is subsequently found, and (b) to indemnify and hold harmless the Trustee and
its successors and assigns from and against any and all costs, expenses and
monetary losses arising as a result of Column's failure to deliver said original
Note to the Trustee.
COLUMN FINANCIAL, INC.
By: ____________________________________
Name:
Title:
Sworn to before me this
day of July [ ], 2002
EXHIBIT C
FORM OF
ASSIGNMENT OF MORTGAGE(S) AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
KNOW ALL MEN BY THESE PRESENTS:
THAT, as of , 2002, Column Financial, Inc., a Delaware corporation,
whose address is 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000
("ASSIGNOR") in consideration of ten and 00/100 ($10.00) dollars and other good
and valuable consideration, paid by LaSalle Bank National Association, as
trustee for Credit Suisse First Boston Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 2002-CP3, whose address is 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 ("ASSIGNEE"), receipt of
which is acknowledged by ASSIGNOR, hereby sells, assigns, transfers, sets over
and conveys unto the ASSIGNEE certain mortgage(s) and assignments of leases,
rents and profits and other collateral documents as follows:
See Schedule "A" attached hereto and incorporated
herein by this reference.
TOGETHER with the note(s), debt(s) and claim(s) secured by said
mortgage(s) and the covenants contained in said mortgage(s), together with all
amendments, supplements and modifications thereto and all liens, financing
statements, guaranties and security interests securing the payment of such
notes, including, without limitation, any other documents recorded in the real
property records of the jurisdiction in which the real property covered by the
mortgage(s) is located with respect to such notes, and any other documents,
agreements, instruments or property relating to such loan(s) and all right,
title, interest, claims, demands, causes of action and judgments securing or
relating to such loan(s); TO HAVE AND TO HOLD the same unto the ASSIGNEE and to
the successors, legal representatives and assigns of the ASSIGNEE forever.
THIS ASSIGNMENT is made without recourse or representation or
warranty of any kind or nature, express or implied except as expressly set forth
in that certain Mortgage Loan Purchase Agreement, dated as of July [ ], 2002
among ASSIGNOR, PNC Bank, National Association and Credit Suisse First Boston
Mortgage Securities Corp.
IN WITNESS WHEREOF, the ASSIGNOR has duly executed this Assignment
the __ day of ________ 2002.
IN PRESENCE OF:
[corporate seal]
COLUMN FINANCIAL, INC.
By: ____________________________________
Name:
Title:
STATE OF )
) ss.:
COUNTY OF )
On this ___________ day of ______________, 2002, before me the
undersigned, a NOTARY PUBLIC OF _________________, personally appeared
___________________ , as ________ of Column Financial, Inc., a Delaware
corporation, who, I am satisfied, was the maker of the foregoing instrument and
who then stated and acknowledged to me that, as such officer and maker (1) he
was authorized to execute the foregoing instrument on behalf of said company and
(2) he executed said instrument as the act and deed of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal at my office in _________________ the day and year last above
written.
Signature_______________________________
Print Name______________________________
Residing at_____________________________
______________________________
______________________________
A NOTARY PUBLIC OF______________________
[AFFIX SEAL] My Commission expires on______________________
ASSIGNMENT OF MORTGAGE(S) AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
COLUMN FINANCIAL, INC.
TO
LaSALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE
RECORD AND RETURN TO:
