EXHIBIT 4.2
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
COLUMN FINANCIAL, INC.
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of December 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..........................................
Section 8. Crossed Mortgage Loans ........................................
Section 9. [Reserved] ....................................................
Section 10. Representations and Warranties of Depositor ...................
Section 11. Survival of Certain Representations, Warranties and Covenants..
Section 12. Accountant's Letters ..........................................
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 ......................................
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Mortgage Groups
Schedule IV Mortgage Loans with Lost Mortgage Notes
Schedule V Exceptions to Seller's Representations and Warranties
Schedule VI Dates of Shipment of Due Diligence Materials to GMACCM
Exhibit A Representations and Warranties with Respect to the Mortgage
Loans
Exhibit B Form of Lost Mortgage Note Affidavit
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 December 1, 2002, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("Seller"), 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 schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II. 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 and Seller 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 Xxxxx
Fargo Bank Minnesota, N.A. as trustee (the "Trustee"), 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 (Section 3
below) shall be delivered to the Servicer 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 such item (p) required in order for the
Trustee 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 provide any
additional information or assistance that is required to enable the Servicer to
draw upon 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 Servicer and upon
receipt, immediately remitting the proceeds of such draw (or causing such
proceeds to be remitted) to the 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 $966,716,886.
(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 December 23, 2002, between the Seller 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 each of the Mortgage Loans identified
on the Mortgage Loan Schedule and all property of Seller described in Section
21(b) of this Agreement, including, without limitation, (i) all scheduled
payments of interest and principal due on or with respect to the Mortgage Loans
after the Cut-off Date and (ii) 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, principal or prepayment
premiums that were due on or prior to the Cut-off Date. On or prior to the
Closing Date, each Mortgage File shall be delivered by Seller to the Trustee.
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 applicable 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, to the order of the Trustee in the following form:
"Pay to the order of Xxxxx Fargo Bank Minnesota, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5, without recourse, representation or warranty, express or
implied";
(b) a duplicate original Mortgage or a copy thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a copy of a certified copy or (C) a copy thereof from the
applicable recording office and originals or copies (or originals or
copies of certified copies from the applicable recording office) of any
assignments thereof showing a complete chain of assignment from the
related 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 Originator) to "Xxxxx Fargo Bank Minnesota, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5";
(d) an original or copy of any related Assignment of Leases
(if such item is a document separate from the Mortgage) and the
originals or copies of any assignments thereof showing a complete chain
of assignment from the applicable Originator of the Mortgage 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 Originator) to "Xxxxx Fargo Bank Minnesota, N.A., as trustee for
the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2002-CP5";
(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 assignments thereof
showing a complete chain of assignment from the applicable Originator
of the Mortgage Loan to 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 applicable Originator to "Xxxxx Fargo
Bank Minnesota, N.A., as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2002-CP5," 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) or interim binder
that is marked as binding and countersigned by the 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 (along
with a certification by the applicable recording or filing office, the
applicable title insurance company or the Seller that such UCC
Financing Statements and continuation statements were submitted for
filing or recording) sufficient to perfect (and maintain the perfection
of) the security interest held by the Originator of the Mortgage Loan
(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
UCC Financing Statements 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 (including a B
Loan) permitted under the related Mortgage Loan, an original or a 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, together
with, if the Mortgage Loan is an A Loan, a copy of the Note for the
related B Loan;
(n) if any related Lock-Box Agreement or Cash Collateral
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 financing statement assignments assigning
such financing statements to the Trustee on behalf of the
Certificateholders);
(o) an original or counterpart of any Loan Agreement;
(p) the originals and copies of letters of credit, if any,
relating to the Mortgage Loan and amendments thereto which entitle the
Trust Fund to draw thereon; provided that in connection with the
delivery of the Mortgage File to the Trust, such originals shall be
delivered to the Servicer and such copies shall be delivered to the
Trustee;
(q) the original environmental indemnity agreement, if any,
related to any Mortgage Loan or a copy thereof;
(r) any environmental insurance policies or copies thereof;
(s) with respect to any Mortgage Loan, copies of the related
franchise agreement, if any, and franchiser comfort letters, if any;
(t) the original ground lease, if any, or a copy thereof;
(u) a copy of any A/B Intercreditor Agreement (after such
agreement is executed) and a copy of the mortgage note evidencing the B
Loan, if any, related to the Mortgage Loan; and
(v) any additional documents required to be added to the
Mortgage File pursuant to this Agreement; and
(w) a list related to such Mortgage Loan indicating the
related Loan Documents included in the related Mortgage File.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, 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) and (l) 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, Seller shall deliver, or cause to be delivered, to the
Trustee on or before the Closing Date a photocopy of such non-delivered document
or instrument certified by the applicable public recording or filing office, the
applicable title insurance company or the Seller to be a true and complete copy
of the original thereof submitted for recording or filing, and either the
original of such non-delivered document or instrument, or a photocopy thereof
certified by the appropriate public recording or filing office to be a true and
complete copy of the original thereof submitted for recording or filing, with
evidence of recording or filing thereon, shall be delivered to the Trustee (with
a copy thereof delivered to the Servicer) within 120 days after the Closing
Date, which period may be extended up to two times, in each case for an
additional period of 45 days provided that the Seller, as certified in writing
to the Trustee prior to each such 45-day extension, is in good faith attempting
to obtain from the appropriate county recorder's or filing office such original
or certified copy.
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) and (l) above with evidence of recording or
filing thereon, for any other reason, including, without limitation, that such
non-delivered document or instrument has been lost, the delivery requirements of
this Agreement shall be deemed to have been satisfied and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File if a photocopy of such non-delivered document or instrument (with evidence
of recording or filing thereon and certified by the appropriate public recording
or filing office to be a true and complete copy of the original thereof
submitted by recording or filing) is delivered to the Trustee (with a copy
thereof delivered to the Servicer).
Notwithstanding the foregoing, in the event that Seller fails to
deliver to the Trustee any UCC-3 assignment on or before the Closing Date as
required above solely because the related UCC-1 financing statement has not been
returned to the Seller by the applicable public recording or filing office, the
Seller shall not be in breach of its obligations with respect to such delivery,
provided that the Seller, promptly upon receipt of the applicable filing
information of the UCC-1 financing statement being so assigned, shall deliver to
the Trustee the original 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 and 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 or recording, as the
case may be, in the applicable public filing or recording offices and to deliver
the Assignments to the Trustee as the Assignments (or certified copies thereof)
are received from the applicable filing or 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.
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 Mortgage 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 Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage 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 Mortgage
Loan.
All documents and records in the Seller's possession relating to the
Mortgage Loans (including reserve and escrow agreements, cash management
agreements, lockbox agreements, financial statements, operating 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 part of the related Mortgage File in
accordance with the definition thereof, shall be delivered to the Servicer no
later than thirty (30) days after the Closing Date (provided that copies of
instruments and documents which are required to be part of the Mortgage File may
be delivered to the Servicer concurrently with the delivery to the Trustee) and
shall be held by the Servicer as provided in the Pooling and Servicing
Agreement.
Within three (3) Business Days after the Closing Date, the Seller shall
cause all funds on deposit in escrow accounts maintained with respect to the
Mortgage Loans to be transferred to the Servicer (or a Sub-Servicer at the
direction of the Servicer) for deposit into Servicing Accounts.
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 of Seller's receipt thereof to the
Servicer via wire transfer for deposit by the Servicer into the Collection
Account.
Section 4. Depositor's Conditions to Closing. The obligations of
Depositor under this Agreement shall be subject to the satisfaction, on the
Closing Date, of the following conditions:
(a) Each of the obligations of 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 Schedule V
hereto) shall be true and correct in all material respects as of the
Closing Date; no event shall have occurred with respect to 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
Depositor's attorneys, shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and
reasonably acceptable to Depositor and Seller, duly executed by all
signatories other than Depositor, as required pursuant to the
respective terms thereof:
(i) the Mortgage Files, subject to the provisions of
Sections 1 and 3 of this Agreement, which shall have been
delivered to and held by the Trustee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller, confirming its
representations and warranties set forth in Section 6 (subject
to the exceptions set forth in Schedule V hereto) as of the
Closing Date, with certified copies of the charter, by-laws,
and a certificate of good standing dated as of a recent date
of Seller;
(iv) 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 and 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; and
(v) 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.
(c) The Seller shall have delivered to the Trustee, on or
before the Closing Date, five limited powers of attorney in favor of
the Trustee, the Servicer and the Special Servicer empowering the
Trustee and, in the event of the failure or incapacity of the Trustee,
the Servicer and, in the event of the failure or incapacity of the
Servicer, the Special Servicer, to record, at the expense of the
Seller, any 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, the Servicer and the Special Servicer in connection
with any additional powers of attorney or revisions thereto that are
requested by such parties. Notwithstanding the foregoing, no such power
of attorney shall be used with respect to any Mortgage Loan by or under
authorization by any such party except to the extent that the absence
of a document described in the second preceding sentence with respect
to such Mortgage Loan remains unremedied as of the earlier of (i) the
date that is one hundred eighty (180) days following the delivery of
notice of such absence to the Seller, but in no event earlier than
eighteen (18) months from the Closing Date and (ii) the date (if any)
on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan.
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:
(A) the certificate of Depositor confirming its
representations and warranties set forth in Section 10 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
(B) 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.
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) Neither the execution and delivery by Seller of
this Agreement, nor the compliance by Seller with the
provisions hereof, nor the consummation by Seller of
transactions contemplated by this Agreement (I) conflicts with
or results in a breach of, or constitutes a default or results
in the acceleration of any obligations under, the certificate
of incorporation or by-laws of Seller or, after giving effect
to the consents or the taking of the actions contemplated by
clause (II) of this subparagraph (ii), any of the provisions
of any law, governmental rule, regulation, judgment, decree or
order binding on Seller or its properties or any of the
provisions of any material indenture or mortgage or any other
material contract or instrument to which Seller is a party or
by which it or any of its properties is bound or results in
the creation or imposition of any lien, charge or encumbrance
upon any of its property pursuant to the terms of any such
indenture, mortgage, contract or other instrument (other than
pursuant to this Agreement) or (II) requires the consent of or
notice to, or any filing with, any person, entity or
governmental body, which has not been obtained or made by
Seller, except where, in any of the instances contemplated by
clause (I) above or this clause (II), the failure to do so
would not have a material adverse effect on any transactions
relating to the sale of the Mortgage Loans by Seller.
(iii) The execution and delivery by Seller of this
Agreement, and the consummation of transactions of the Seller
contemplated by this Agreement on the terms set forth herein,
have been duly authorized by all necessary corporate action on
the part of Seller and are within the corporate power of
Seller, and this Agreement has been duly executed and
delivered by Seller and constitutes a legal, valid and binding
instrument, enforceable against Seller in accordance with its
terms, subject to applicable bankruptcy, reorganization,
insolvency, receivership, moratorium and other laws of general
applicability relating to or affecting the enforcement of
creditors' rights 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,
subject to limitations of public policy under applicable
securities laws.
(iv) No consent, approval, authorization or order of,
registration or filing with, or notice to any federal, state
or local governmental authority or court that has not been
obtained, made or given is required in connection with the
execution, delivery and performance of this Agreement by
Seller.
(v) No litigation is pending or threatened against
the Seller which would materially and adversely affect the
validity of the Mortgage Loans, or the ability of the Seller
to carry out any transactions relating to the sale of the
Mortgage Loans by Seller.
(vi) Except as set forth on Schedule V hereto, the
representations and warranties with respect to the Mortgage
Loans contained in Exhibit A hereto are true and correct in
all material respects as of the date hereof.
Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller 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 mortgage notes and notwithstanding subsequent termination of
this Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 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 but shall not inure to the benefit of any subsequent
transferee thereafter.
If any Certificateholder, the Servicer, the Special Servicer or the
Trustee discovers or receives notice of a breach of 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 Schedule V
hereto), as of the date hereof in Section 6(a)(vi) or as of the Closing Date
pursuant to Section 4(b)(iii) (any such breach, a "Breach") or discovers or
receives notice that (a) any document required to be included in the Mortgage
File related to any Mortgage Loan is not in the Trustee's possession within the
time period required herein or (b) such document has not been properly executed
or is otherwise defective on its face (any of clause (a) or clause (b), a
"Defect" (including the "Defects" specifically identified below) in the related
Mortgage File), such party shall give notice to the Servicer, the Special
Servicer, the Trustee and the Rating Agencies. If the Servicer or the Special
Servicer (with respect to a Specially Serviced Mortgage Loan) determines that
such Breach or Defect materially and adversely affects the value of any Mortgage
Loan or the interests of the Certificateholders therein (any Breach or Defect
that materially and adversely affects the value of any Mortgage Loan or the
interests of the Certificateholders therein, a "Material Breach" or a "Material
Document Defect," respectively), it shall give prompt written notice of such
Breach or Defect to the Depositor, the Trustee, the Servicer, the Special
Servicer and the Seller and shall request that the Seller, or in the event the
Seller shall fail to act, Credit Suisse First Boston, acting through the Cayman
Branch, not later than 90 days from the earlier of the receipt by the Seller of
such notice or discovery by the Seller of such Material Breach or Material
Document Defect (subject to the third succeeding paragraph, the "Initial
Resolution Period"), (i) cure such Material Breach or Material Document 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 such substitution occur later than the second
anniversary of the Closing Date) and pay to the 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 Document Defect is capable of being cured but
not within the Initial Resolution Period, (II) such Material Breach or Material
Document Defect is not related to any Mortgage Loan's not being a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code), (III) the
Seller has commenced and is diligently proceeding with the cure of such Material
Breach or Material Document Defect within the Initial Resolution Period and (IV)
the Seller has delivered to the Servicer, the Rating Agencies and the Trustee an
officer's certificate from an officer of the Seller 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 states that it
anticipates that the cure will be effected within the additional 90-day period,
then Seller shall have an additional 90 days to cure such Material Breach or
Material Document Defect. Notwithstanding the foregoing, if any Breach pertains
to a representation or warranty that the related Loan Documents or any
particular Loan Document requires the related Borrower to bear the costs and
expenses associated with any particular action or matter under such Loan
Document(s), then the Seller shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund by wire transfer to the
Collection Account the reasonable amount of any such costs and expenses
(including Advance Interest, if any, incurred with respect to any Advances of
such costs and expenses) incurred by the 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 Seller shall have the option to
repurchase such Mortgage Loan at the applicable Purchase Price, substitute for
such Mortgage Loan and pay the applicable Substitution Shortfall Amount or pay
such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, the Seller shall remit the amount of such costs and expenses
and upon its making such remittance, the Seller shall be deemed to have cured
such Breach in all respects. Provided that such remittance is made, the second
preceding sentence describes the sole remedy available to the Certificateholders
and the Trustee on their behalf regarding any such Breach, and neither the
Seller nor Credit Suisse First Boston, acting through the Cayman Branch, shall
be obligated to repurchase, substitute or otherwise cure such Breach under any
circumstances. With respect to any substitution of one or more Qualified
Substitute Mortgage Loans for a Mortgage Loan hereunder, (A) no such
substitution may be made in any calendar month after the Determination Date for
such month; (B) scheduled payments of principal and interest due with respect to
the Qualified Substitute Mortgage Loan(s) after the related date of substitution
shall be part of the Trust Fund; and (C) scheduled payments of principal and
interest due with respect to such Qualified Substitute Mortgage Loan(s) on or
prior to the related date of substitution shall not be part of the Trust Fund,
and the Seller shall be entitled to receive such payments promptly following
receipt by the Servicer or the Special Servicer, as applicable, under the
Pooling and Servicing Agreement.
If (x) a Mortgage Loan is to be repurchased or substituted for as
contemplated above, (y) such Mortgage Loan is a Crossed Mortgage Loan and (z)
the applicable Breach or Defect does not otherwise constitute a Material Breach
or a Material Document Defect, as the case may be, as to any related Crossed
Mortgage Loan, then the applicable Material Breach or Material Document Defect
shall be deemed to constitute a Material Breach or a Material Document Defect as
to any related Crossed Mortgage Loan for purposes of the above provisions, and
Seller shall be required to repurchase or substitute for any related Crossed
Mortgage Loan in accordance with the provisions above unless the Crossed
Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing
Agreement) would be satisfied if the Seller were to repurchase or substitute for
only the affected Crossed Mortgage Loan or Loans as to which a Material Breach
or a Material Document Defect had occurred without regard to this paragraph, and
in the case of either of such repurchase or substitution, all of the other
requirements set forth in this Section 7 applicable to a repurchase or
substitution, as the case may be, would be satisfied. In the event that the
Crossed Mortgage Loan Repurchase Criteria would be so satisfied, the Seller may
elect either to repurchase or substitute for only the affected Crossed Mortgage
Loan or Loans as to which a Material Breach or a Material Document Defect exists
or to repurchase or substitute for all of the Crossed Mortgage Loans in the
related Mortgage Group (defined below). The determination of the Trustee as to
whether the Crossed Mortgage Loan Repurchase Criteria have been satisfied shall
be conclusive and binding in the absence of manifest error. Upon receipt of
written direction from the Special Servicer, the Seller shall deliver or cause
to be delivered to the Special Servicer and the Trustee an Appraisal of any or
all of the related Mortgaged Properties for purposes of determining whether
clause (ii) of the definition of Crossed Mortgage Loan Repurchase Criteria has
been satisfied or to pay the cost of such Appraisal otherwise obtained by the
Special Servicer, in each case at the expense of the Seller provided that the
scope and cost of such Appraisal has been approved by the Seller in writing
(such approval not to be unreasonably withheld). For purposes of this paragraph
and Section 8, a "Mortgage Group" is any group of Mortgage Loans identified as a
group of Crossed Mortgage Loans on Schedule III hereto.
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 Certificateholders in the related Mortgage
Loan and to be deemed to materially and adversely affect the interest of the
Certificateholders in and the value of such Mortgage Loan: (a) the absence from
the Mortgage File of the original signed Note, unless the Mortgage File contains
a signed lost note affidavit and indemnity that appears to be regular on its
face; (b) the absence from the Mortgage File of the original signed Mortgage
that appears to be regular on its face, unless there is included in the Mortgage
File a certified copy of the Mortgage as recorded or as sent for recordation and
a certificate stating that the original signed Mortgage was sent for recordation
or a copy of the Mortgage with the related recording information; (c) the
absence from the Mortgage File of the item called for by clause (i) of the
definition of Mortgage File; (d) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
certified copy of the intervening assignment as recorded or sent for recordation
and a certificate stating that the original intervening assignments were sent
for recordation; (e) the absence from the Mortgage File of any required original
letter of credit (provided that at any time when the Servicer holds the original
letter of credit and the Trustee holds a copy thereof, such absence of the
original letter of credit from the Mortgage File will not be deemed a material
Defect, and provided further the absence of any required original letter of
credit may be cured by providing a substitute letter of credit or a cash
reserve); or (f) the absence from the Mortgage File of any related ground lease
or a copy thereof.
In addition, notwithstanding the foregoing, (a) if the Seller has
received written notice that a Mortgage Loan is a Specially Serviced Mortgage
Loan at or before the time that the Seller receives written notice of or
discovers the existence of a Material Document Defect with respect to the
related Mortgage File, the Seller shall not be entitled to any extension of the
Initial Resolution Period with respect to such Mortgage Loan; (b) if the Seller
receives written notice that a Mortgage Loan is a Specially Serviced Mortgage
Loan after the Seller has received notice of or discovered the existence of a
Material Document Defect with respect to the related Mortgage File but prior to
the expiration of the applicable Initial Resolution Period, any extension of
such Initial Resolution Period shall end 90 days after the Seller has received
notice of such Mortgage Loan being a Specially Serviced Mortgage Loan; and (c)
prior to the third anniversary (in the case of assignments and other transfer
documents) or the second anniversary (in the case of other Loan Documents) of
the Closing Date, any Defect with respect to a Mortgage File that arises solely
as a result of the delays of a public recording or filing office or offices in
returning one or more Loan Documents submitted for recording or filing shall not
constitute a Material Document Defect for purposes of this Section 7 unless the
related Mortgage Loan is a Specially Serviced Mortgage Loan and the Defect
would, in the absence of this clause (c), constitute a Material Document Defect;
provided, however, that in any event covered by this clause (c), the limitations
on the extension of the Initial Resolution Period set forth in clauses (a) and
(b) of this paragraph shall not be applicable with respect to a Specially
Serviced Mortgage Loan.
Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of
Certificateholders therein and the affected Mortgage Loan shall be repurchased
or substituted for by the Seller within 60 days following its receipt of notice
pursuant to this Section 7 without extension.
The Purchase Price or Substitution Shortfall Amount for any repurchased
or substituted Mortgage Loan shall be payable to 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
Depositor or the Trustee, as the case may be, and Depositor or the Trustee, as
the case may be, upon receipt of such funds, (a) shall promptly release, and
shall cause the Servicer and the Special Servicer to promptly release, to Seller
all portions of the related Mortgage File and all other documents pertaining to
such Mortgage Loan possessed by such parties (provided that the Seller shall
furnish each such party an executed trust receipt with respect to the documents
surrendered by such party to the Seller) and (b) shall execute and deliver such
endorsements and instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in Seller the legal and beneficial
ownership of such Mortgage Loan (including any property acquired in respect
thereof or proceeds of any insurance policy with respect thereto) and the
related Loan Documents. The Depositor or the Servicer, as applicable, shall
deliver to Seller an officer's certificate setting forth the calculation of the
Purchase Price or Substitution Shortfall Amount, as applicable.
It is understood and agreed that the obligations of the Seller set
forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
constitute the sole remedies available to the Depositor, the Certificateholders
or the Trustee on behalf of the Certificateholders respecting any Breach or
Defect affecting such Mortgage Loan.
Section 8. Crossed Mortgage Loans.
With respect to any Crossed Mortgage Loan conveyed hereunder, to the
extent that the Seller repurchases or substitutes for an affected Crossed
Mortgage Loan or Loans in the manner prescribed above while the Trustee
continues to hold any related Crossed Mortgage Loan or Loans, the Seller and the
Depositor (on behalf of itself and the Trustee) agree to modify, upon such
repurchase or substitution, the related Loan Documents in a manner such that (a)
the repurchased or substituted Crossed Mortgage Loan or Loans and (b) any
related Crossed Mortgaged Loan or Loans that remain in the Trust would no longer
be either cross-defaulted or cross-collateralized with one another, but only if
the Seller shall have furnished to the Trustee, at Seller's expense, an opinion
of counsel that such modification would be permitted by the applicable REMIC
Provisions. If the Loan Documents are not allowed to be modified as described in
the immediately preceding sentence and the Seller repurchases or substitutes for
an affected Crossed Mortgage Loan or Loans in the manner prescribed above while
the Trustee continues to hold any related Crossed Mortgage Loan or Loans, the
Seller and Depositor (on behalf of itself and the Trustee) agree to forbear from
enforcing any remedies against the other's Primary Collateral, but each is
permitted to exercise remedies against the Primary Collateral securing its
respective affected Crossed Mortgage Loan(s), including, with respect to the
Trustee, the Primary Collateral securing the Mortgage Loans still held by the
Trustee, so long as such exercise does not impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Mortgage Loan(s) held by such party. Any reserve or other cash
collateral or letters of credit securing the Crossed Mortgage Loans shall be
allocated between such Mortgage Loans in accordance with the terms of the
applicable Loan Documents, or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. All other terms of the Mortgage Loans
shall remain in full force and effect, without any modification thereof.
Notwithstanding the foregoing, if the Loan Documents with respect to such
Crossed Mortgage Loans are not allowed to be modified as described in the first
sentence of this Section 8, and if the exercise of remedies by either the Seller
or the Trustee with respect to the Primary Collateral securing the Crossed
Mortgage Loan(s) held by such party would impair the ability of the other party
to exercise its remedies with respect to the Primary Collateral securing the
Crossed Mortgage Loan(s) held by such party, the Seller shall not be permitted
to repurchase or substitute for an affected Crossed Mortgage Loan or Loans in
the manner prescribed above while the Trustee continues to hold any related
Crossed Mortgage Loan or Loans, but shall be required to repurchase or
substitute for all of the Crossed Mortgage Loans in the related Mortgage Group.
Section 9. [Reserved].
Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller 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, (i) conflicts with or results in a breach of, or constitutes
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 results 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)
requires 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 would 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, receivership, 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, subject to limitations of
public policy under applicable securities laws.
(d) There is no litigation, charge, 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. Accountant's Letters. On or before the Closing Date,
PricewaterhouseCoopers LLP will have reviewed the characteristics of the
Mortgage Loans described in (a) the Mortgage Loan Schedule attached hereto and
included in an exhibit to the Pooling and Servicing Agreement and (b) the
computer disk prepared by Seller and provided to Depositor and will compare
those characteristics to, and ensure their agreement with (i) the description of
the Mortgage Loans contained in the Prospectus Supplement and the Offering
Circular, respectively; (ii) original documentation and files of Seller
maintained with respect to each Mortgage Loan; and (iii) if applicable,
information with respect to such Mortgage Loans contained in the report on Form
8-K to be filed by Depositor with the Commission in connection with the offering
of the Certificates. Seller will cooperate with Depositor and
PricewaterhouseCoopers LLP in making available all information and taking all
steps reasonably necessary to permit such accountants to complete the review set
forth in this Section 12 and to deliver the letters required of them under the
Underwriting Agreement and the Certificate Purchase Agreement.
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 Loan Documents to
be recorded or filed as provided 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., Eleven Madison Avenue, 5th Floor, New York, New York
10010, Attention: Xxxxxx Xxxxxx, with a copy to Xxxxxx XxXxxxxxx, Esq.,
Compliance Department, Telecopy No.: (000) 000-0000; and (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, 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 and Depositor 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 December 11, 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 Exchange Act, 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 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, 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
Mortgage Notes, the Mortgages 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. Seller, at the direction of 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.
[Signatures appear on the next page.]
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:
---------------------------------
Name:
--------------------------------
Title:
------------------------------
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By:
---------------------------------
Name:
-----------------------------
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
December 1, 2002, between Column Financial, Inc. (the "Seller") 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.
"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 December 11, 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-CP5.
"Closing" shall have the meaning given such term in Section 2 of this
Agreement.
"Closing Date" means December 23, 2002.
"Code" means the Internal Revenue Code of 1986, as amended.
"Crossed Mortgage 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 December 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.
"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 Originator and the Borrower, pursuant to which
such Mortgage Loan was made.
"Material Breach" shall have the meaning given such term in Section 7
of this Agreement.
"Material Document Defect" shall have the meaning given such term in
Section 7 of this Agreement.
"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 of this Agreement (subject to the first proviso in
Section 1).
"Mortgage Group" shall have the meaning given such term in Section 7 of
this Agreement.
"Mortgage Loan Pool" means the pool of commercial and multifamily
mortgage loans which are the primary assets of the Trust Fund under the Pooling
and Servicing Agreement.
"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 the mortgage loans to be sold to Depositor
pursuant to the Agreement, specifically identified in the Mortgage Loan Schedule
to the Agreement.
"Offered Certificates" means the Class A-1, Class A-2, Class B, Class
C, Class D and Class E Certificates.
"Offering Circular" means the confidential offering circular dated
December 11, 2002, describing certain classes of the Certificates.
"Originator" means any institution which originated a Mortgage Loan for
a related Borrower.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of
December 1, 2002, among the Depositor, Midland Loan Services, Inc., as Servicer,
GMAC Commercial Mortgage Corporation, as Special Servicer, and the Trustee.
"Primary Collateral" means the portion of the Mortgaged Property
securing a Crossed Mortgage Loan that is encumbered by a first mortgage lien or
that is otherwise indicated as being the primary collateral securing such
Crossed Mortgage Loan.
"Prospectus" means the Prospectus of the Depositor, dated December 2,
2002.
"Prospectus Supplement" means the Prospectus Supplement, dated December
11, 2002, relating to the Offered Certificates.
"Trustee" shall have the meaning given such term in Section 1 of this
Agreement.
"Underwriters" means Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Greenwich Capital Markets, Inc. and PNC Capital Markets,
Inc.
"Underwriting Agreement" means the Underwriting Agreement, dated
December 11, 2002, between Depositor and the Underwriters.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Credit Suisse First Boston Mortgage
Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2002-CP5
Zip
# Crossed Property Name Address City County State Code
------------------------------------------------------------------------------------------------------------------------------------
1 1633 Broadway 0000 Xxxxxxxx Xxx Xxxx Xxx Xxxx XX 00000
0 Xxxxxxx Xxxxxx Xxxx 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx XX 00000
3 Village of Rochester 00-000 Xxxxx Xxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxx XX 00000
Hills
4 Plaza Escuela 0000-0000 Xxxxxx Xxxxxx & 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxx XX 00000
California Boulevard
5 The River at Rancho 00-000 Xxxxxxx 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000
Mirage
6 Creekside Apartments 0000 Xxxxxxx Xxxx Xxxxxxxx Xxxxx XX 00000
II
7 Maryland Industrial Various Various Various MD Various
Portfolio
7A 1325-1381 Western 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxx XX 00000
Avenue
7B 0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx XX 00000
7C 0000 Xxx Xxxxx Xxxx 0000 Xxx Xxxxx Xxxx Xxxxxxxx Xxxxxx XX 00000
7D 0000 Xxxxxxxx Xxxxx 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000
7E 0000 Xxxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
7F 0000 Xxxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
7G 0000 Xxxxxxxxx Xxxxx 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000
9 Tri-Star Estates Xx. 00/00 xxx Xxxxxx Xxxx Xxxxxxxxxxx Xxxxxxxx XX 00000
10 Siemens Westinghouse 00000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000
Office Building
11 Walnut Ridge 0000 Xxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
Apartment Homes
14 Centerville Park 0000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxxxx Xxxxxxxxxx XX 00000
Apartments
00 00 X&X Xxxxxxxx Xxxx 30 A&B Xxxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxx XX 00000
17 Westchase Bank 0000 Xxxxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
Building
24 St. Tropez Apartments 0000 Xxxxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000
26 Xxxxxx Portfolio Various Various St. Louis MO Various
00X Xxxxxx Xxxxx Xxxxxx 00000 Xxxxxx Xxxxxx Xx. Xxx Xx. Xxxxx XX 00000
Crossing Apartments
00X Xxxxxx Xxxxx Xxxxxx 00000 Xxxxxxx Xxxx Xxxxxxxx Xxx Xx. Xxxxx XX 00000
Crossing Xxxx
Xxxxxxxxxx
00 Xxx Xxxxxxxx Xxxxxx Xxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx XX 00000
28 Corporate Pointe at 10650-10750 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxx Xxxxx Xxxxx XX 00000
Xxxxxxxxx Center
29 Brockbank Apartments 0000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxx XX 00000
31 Woodcrest Apartments 000 Xxxx Xxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx XX 00000
32 Pacific Xxxx 0000 Xxxx Xx Xxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
Directory Building
00 Xxxx Xxxxxxxx Xxxxx 0000 Xxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxx XX 00000
35 ( B ) Weslaco Portfolio Xxxxxxx Xxxxxxx Xxxxxxx XX 00000
35A ( B ) Trail's End 0000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx XX 00000
35B ( B ) Leisure World 000 Xxxx 00xx Xxxxxx Xxxxxxx Xxxxxxx XX 00000
36 ( B ) McAllen Portfolio Various McAllen Xxxxxxx XX 00000
36A ( B ) Homestead Ranch 000 Xxxx'x Xxxx XxXxxxx Xxxxxxx XX 00000
36B ( B ) The Homestead 0000 Xxxxx XxXxxx Xxxx XxXxxxx Xxxxxxx XX 00000
37 Oaks on Bissonnet 0000 Xxxxxxxxx Xxxxxxx Xxxxxx XX 00000
40 Annandale Financial 0000 Xxxxxx Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxxx XX 00000
Center
00 Xxxxxxx Xxxxxxxx 000 Xx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx XX 00000
Apartments
42 7447 & 7457 Harwin 7447 & 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
Drive
43 Premier on Woodfair 0000 Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
Apartments
44 AmeriSuites San 7615 Xxxxx Xxxxxxxxxxx San Antonio Bexar TX 78216
Antonio
Zip
# Crossed Property Name Address City County State Code
------------------------------------------------------------------------------------------------------------------------------------
48 AmeriSuites Austin 0000 Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx XX 00000
49 WestCoast Colonial 0000 Xxxxxxxx Xxxxx Xxxxxx Xxxxx xxx XX 00000
Hotel Xxxxx
50 Lakeshore North 0000 Xxxxxxxxx Xxxxx Xxxxx Xxxx XxXxxxxx XX 00000
Apartments
51 AmeriSuites Houston 000 Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
00 Xxxxxxx Xxx Xxxxxxxx 000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
54 River Oaks Apartments 0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxx XX 00000
00 Xxxxxx Xxxxx 0000 Xxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
Apartments
57 ( C ) Oak Creek Apartments 6111 Xxxxx Xxxxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000
58 ( C ) Windrush Apartments 0000 Xxxxxxxx Xxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000
60 Moraine Court 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxx XX 00000
61 000 Xxxxxx Xxxxx 000 Xxxxxx Xxxxxxx Xxxxxx XX 00000
Office Xxxxxxxx
00 0000 Xxxxx Xxxx Xxxxx 0000 Xxxxx Xxxx Xxxxx Xxxxxx Xxx Xxxxxx XX 00000
64 16350 Park Ten 00000 Xxxx Xxx Xxxxx Xxxxxxx Xxxxxx XX 00000
00 Xxxxxx xx Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxxxxxx XX 00000
Apartments
66 Colony Square II 1132, 1148 & 0000 Xxxx Xxxxxx Xxxx Xxxxxxxxxx Xxxxxxx XX 00000
00 Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxx Xxxxxx XX 00000
00 Xxxxxxxxxx Xxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx XX 00000
00 Xxxxxxxx Xxxxxx 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
Apartments
74 Louis Bank of 000 0xx Xxxxxx Xxx Xxxxx Xxx Xxxxx XX 00000
Commerce
75 Sterling MHP 00 Xxxxx Xxxxxxxx Xxxxxxxx Xxxx XX 00000
76 16360 Park Ten 00000 Xxxx Xxx Xxxxx Xxxxxxx Xxxxxx XX 00000
77 Carriage Village 000 X 00xx Xxxx Xxxxx Xxxxx Xxxxx XX 00000
Mobile Home Park
78 0000 Xxxxxxxxx Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
79 The Xxxxxxx 0000 Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxx XX 00000
Apartments
80 Federal Hill Lofts 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
81 Capewood Apartments 0000 Xxxxxx Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000
82 Holiday Inn - Paris 0000 Xxxxxxxxx Xxxx 000 Xxxxx Xxxxx XX 00000
00 Xxxxxxxx Xxxxxxx 0000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx XX 00000
Apartments
00 Xxxxxxx Xxxxxxx 0000 Xxxxxxx Xxxxx Xxxxxxx Xxxxxx XX 00000
Apartments
85 Xxxxxxxx Apartments 00 Xxxx Xxxxx Xxxxxxxx Xxxxx XX 00000
86 12000 Westheimer 00000 Xxxxxxxxxx Xxxxxxx Xxxxxx XX 00000
Office Xxxxxxxx
00 Xxxxxxxx Xxxxx 0000 Xxxx Xxxxxxxx Xxxxxxx XX 00000
Apartments
89 Robersonville Town 00000 Xxxx Xxxxxx (NC Xxx 000) Xxxxxxxxxxxxx Xxxxxx XX 00000
Center
00 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx Xxxx Xxx Xxxxxxx Xxxxx XX 00000
Apartments
91 Festival Market of 0000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx XX 00000
Xxxxxxxx
92 0000 Xxxxx Xxxx 0000 Xxxxx Xxxx Xxxx Xxxxxxx Xxxxxx XX 00000
93 Park Ridge Apartments 0000 Xxxx Xxx Xxxxxx Xx Xxxx Xx Xxxx XX 00000
96 Capri MHP 00000 Xxxxxx Xxxxxx Xxxxxxx Xxx XX 00000
Bernardino
97 Second Dimension 0000 Xxx Xxxxxxxx Xxxx Xx. Xxxxx Xxxxxxx XX 00000
Apartments
98 Twelve Oaks Medical 00000-00 Xxxxx Xxxx Xxxxxx Xxxxxx XX 00000
Center
000 Xxxxxxx Xxxx 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx XX 00000
Apartments
101 6430 Richmond 0000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
000 Xxxxxx Xxxxxxx Inn 0000 Xxxx Xxxxxxxx Xxxx Xxx Xxxxx Xxxxx XX 00000
103 7000 Terminal Square 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxxx XX 00000
Xxxx.
000 Fair Acres Apartments 00000 Xxxxxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxx XX 00000
106 First Line Apartments 0000 Xxx Xxxxx Xxxxxxxx Xxxxxx XX 00000
107 Whispering Sands 0000 Xxxxx Xxxx Xxxxxx Xxx Xxxxx Xxxxx XX 00000
000 Xxxx Xxxxxx Xxx 000 Xxxxxxxx Xxxx Xxxxx Xxxxxxxx XX 00000
Apartments
000 Xxxxxxx Xxxxx 0000 Xxxxxxxxx Xxxx Xxxxxxxxx Xxxxxx XX 00000
Zip
# Crossed Property Name Address City County State Code
------------------------------------------------------------------------------------------------------------------------------------
110 U-Stor Federal 0000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxx XX 00000
111 Carriage House 0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx XX 00000
Apartments
112 Enchanted Lakes MHP 000 Xxxxxxx Xxxx Xxxxxxx Xxxxxxx XX 00000
113 Dorwood Mobile Home 0000 Xxxxxxx Xxxx Xxxxxx Xxxxxxx XX 00000
Park
114 Pacific Palms 0000-0000 Xxxx Xxxx Xxx Xxxxx Xxxxx XX 00000
Apartments
115 Brookhollow MHP 0000 Xxxxxx Xxxxxxx Xxxx Xxxxx Xxxxx XX 00000
118 Creekside Shopping 000 Xxxx Xxx Xxxxx Xxxx Xxxxxxx Xxxx XX 00000
Center
000 Xxxxx Xxxxxx 0000 Xxxxxxxx Xxxx Xxxxxxx Xxxxxx XX 00000
Apartments
121 Grovepark Apartments 3601-3613, 3610, & 3620 Richmond, 0000 Xxxxxxx Xxxxxx XX 00000
Ferrol, & 0000 Xxxxxxxx Xxxxx
122 Lifestyles Mobile 000 Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx XX 00000
Home Park
000 Xxxxxx Xxxxxx Xxxxxxx 000 Xxxx Xxxx Xxxxxx Xxxxxxxxxx Xxxxx XX 00000
000 Xxx Xxxxxxxx Xxxxx 439 North Fifth Street Baton Rouge Xxxxx Xxxxx XX 00000
Apartments
127 Blockbuster Del City 0000 Xxxxxxxxx 00xx Xxxxxx Xxx Xxxx Xxxxxxxx XX 00000
128 Chamisa MHP and Self 0000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx XX 00000
Storage
000 Xxxxx Xxxxxxx MHP 000 00xx Xxxxxx Xxxxx Xxxx XX 00000
130 Manor Mobile Home 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxxxxxxx Xxx XX 00000
Park Bernardino
000 Xxx Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxx XX 00000
132 Toledo Terrace 4619 & 0000 00xx Xxxxxx and 0000 00xx Xxxxxxx Xxxxxxx XX 00000
Xxxxxxxxxx Xxxxxx
000 CVS Madisonville 000 Xxxxx Xxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxx XX 00000
000 Xxxxxxx Xxxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx XX 00000
Apartments
000 Xxxxxxxx Shopping 0000 Xxxxx Xxxxxxxxxx Xxxxxxx 00 Xxxxxxxx XxXxxxxxx XX 00000
Center
000 Xxxxxxxx Xxxxx 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxx XX 00000
Apartments
138 Royal Oaks Apartments 0000 Xxxxx 00xx Xxxxxx Xxxxxxxx Xxxxxxxx XX 00000
000 000 Xxxxxxxx, 00, 00 000 Xxxxxxxx Xxxxx & 00-00 Xxxxxxx Xxxxxx Xxxxxxxx Xxxxxx XX 00000
and 00 Xxxxxxx Xx.
000 0000 X. Xxxxxxxxxx 0000 Xxxx Xxxxxxxxxx Xxxxxxxxx Xxx Xxxxx Xxxxx XX 00000
Blvd.
141 The Wiltshire 000 Xxxx Xxxxxxx Xx., Xxxxxxxxx Xxxxxxxxxx Xxxxxxxx xx XX 00000
Columbia
(A) The Underlying Mortgage Loans secured by Century Plaza
Apartments, Caesar's Palace Apartments, and Commander's Palace
Apartments are cross-collateralized and cross-defaulted.
(B) The Underlying Mortgage Loans secured by the Weslaco Portfolio and the McAllen Portfolio are cross-collateralized and
cross-defaulted.
(C) The Underlying Mortgage Loans secured by Oak Creek Apartments and Windrush Apartments are cross-collateralized and
cross-defaulted.
(1) Assumes a Cut-off Date
in December 2002.
(2) 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.
(3) Anticipated
Repayment Date.
(4) 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
(5) "Yes" means that defeasance is permitted notwithstanding the Lockout Period.
(6) This loan has an initial interest only period of 12 months. Fixed monthly principal and interest payment thereafter
is $305,279.
Units/
Mortgage Sq. Ft./ Orig Rem. Orig Rem. Net
# Loan Rooms/ Original Cut-off Ownership Amort. Amort. Term to Term to Interest Interest
Seller Pads Balance Balance (1) Interest Term Term Maturity(2) Maturity(2) Rate Rate
------------------------------------------------------------------------------------------------------------------------------------
1 Column 2,359,172 $220,000,000 $219,570,323 Leasehold 360 358 120 118 5.702% 5.660%
2 Column 450,490 $62,400,000 $61,979,466 Fee 300 295 120 115 6.510% 6.458%
3 Column 254,392 $49,000,000 $49,000,000 Fee 348 348 120 120 6.250% 6.208%
4 Column 153,176 $42,000,000 $41,936,158 Fee 360 358 120 118 6.800% 6.738%
5 Column 239,371 $41,000,000 $40,965,044 Fee 360 359 120 119 6.800% 6.758%
6 Column 1,026 $40,000,000 $39,897,962 Fee 360 357 120 117 6.490% 6.448%
7 Column 874,503 $28,250,000 $28,174,092 Fee 360 357 120 117 6.250% 6.208%
7A Column 185,516 Fee
7B Column 178,133 Fee
7C Column 143,924 Fee
7D Column 108,350 Fee
7E Column 59,572 Fee
7F Column 109,540 Fee
7G Column 89,468 Fee
9 Column 898 $26,200,000 $26,080,248 Fee 360 354 60 54 6.840% 6.798%
10 Column 226,548 $25,000,000 $25,000,000 Fee N/A N/A 60 56 6.230% 6.178%
11 Column 704 $22,400,000 $22,305,552 Fee 360 355 60 55 6.300% 6.258%
14 Column 530 $16,000,000 $15,984,102 Fee 360 359 120 119 6.010% 5.968%
15 Column 151,530 $15,500,000 $15,475,529 Fee 360 358 120 118 6.640% 6.598%
17 Column 202,294 $12,900,000 $12,887,760 Fee 360 359 120 119 6.250% 6.208%
24 Column 273 $11,520,000 $11,499,077 Fee 360 358 120 118 6.030% 5.988%
26 Column 388 $11,155,000 $11,087,647 Fee 360 351 120 111 7.330% 7.238%
26A Column 292 Fee
26B Column 96 Fee
27 Column 81,533 $10,800,000 $10,770,667 Fee 360 357 84 81 6.200% 6.158%
28 Column 109,933 $9,800,000 $9,776,807 Fee 360 357 120 117 6.830% 6.788%
29 Column 355 $9,712,500 $9,672,400 Fee 360 354 120 114 7.260% 7.218%
31 Column 200 $9,300,000 $9,273,809 Fee 360 357 119 116 6.030% 5.988%
32 Column 80,998 $9,200,000 $9,177,341 Fee 360 357 60 57 6.650% 6.578%
33 Column 116,842 $9,100,000 $9,075,810 Fee 360 357 120 117 6.300% 6.258%
35 Column 722 $5,832,000 $5,816,829 Fee 360 357 120 117 6.400% 6.358%
35A Column 385 Fee 0.000%
35B Column 337 Fee 0.000%
36 Column 225 $2,640,000 $2,633,132 Fee 360 357 120 117 6.400% 6.358%
36A Column 126 Fee 0.000%
36B Column 99 Fee 0.000%
37 Column 356 $7,800,000 $7,785,738 Fee 360 358 120 118 6.000% 5.958%
40 Column 64,397 $7,400,000 $7,380,113 Fee 360 356 120 116 7.330% 7.288%
41 Column 248 $7,300,000 $7,272,868 Fee 360 356 60 56 5.950% 5.908%
42 Column 176,710 $6,850,000 $6,819,166 Fee 360 353 120 113 7.450% 7.408%
43 Column 410 $6,600,000 $6,567,263 Fee 360 352 120 112 7.700% 7.658%
44 Column 128 $6,525,000 $6,510,310 Fee 300 298 120 118 7.070% 7.028%
Units/
Mortgage Sq. Ft./ Orig Rem. Orig Rem. Net
# Loan Rooms/ Original Cut-off Ownership Amort. Amort. Term to Term to Interest Interest
Seller Pads Balance Balance (1) Interest Term Term Maturity(2) Maturity(2) Rate Rate
------------------------------------------------------------------------------------------------------------------------------------
48 Column 128 $6,015,000 $6,001,458 Fee 300 298 120 118 7.070% 7.028%
49 Column 149 $6,050,000 $5,965,335 Fee 300 286 120 106 8.000% 7.958%
50 Column 224 $5,800,000 $5,790,091 Fee 360 358 120 118 6.300% 6.258%
51 Column 128 $5,800,000 $5,786,942 Fee 300 298 120 118 7.070% 7.028%
53 Column 122 $5,600,000 $5,587,229 Fee 300 298 120 118 7.000% 6.958%
54 Column 219 $5,600,000 $5,585,178 Fee 360 357 120 117 6.320% 6.278%
56 Column 201 $5,600,000 $5,579,417 Fee 360 356 60 56 6.000% 5.958%
57 Column 140 $3,100,000 $3,085,083 Fee 360 353 120 113 7.190% 7.148%
58 Column 89 $2,435,000 $2,423,342 Fee 360 353 120 113 7.210% 7.168%
60 Column 140 $5,300,000 $5,271,920 Fee 360 352 120 112 7.440% 7.398%
61 Column 113,974 $5,150,000 $5,134,065 Fee 360 356 120 116 6.750% 6.708%
62 Column 120,884 $5,000,000 $4,983,861 Fee 360 356 120 116 6.570% 6.528%
64 Column 74,583 $4,850,000 $4,828,168 Fee 360 353 120 113 7.450% 7.408%
65 Column 160 $4,590,000 $4,577,319 Fee 360 357 120 117 6.120% 6.078%
66 Column 28,511 $4,500,000 $4,488,206 Fee 360 356 120 116 7.430% 7.388%
69 Column 126,423 $4,500,000 $4,363,586 Fee 120 115 120 115 6.000% 5.958%
72 Column 51,093 $4,000,000 $3,990,888 Fee 360 357 120 117 7.000% 6.958%
73 Column 164 $3,850,000 $3,834,964 Fee 360 355 120 115 6.620% 6.578%
74 Column 22,365 $3,800,000 $3,794,320 Fee 360 358 120 118 6.870% 6.828%
75 Column 340 $3,800,000 $3,786,946 Fee 360 356 60 56 6.300% 6.258%
76 Column 68,209 $3,800,000 $3,782,895 Fee 360 353 120 113 7.450% 7.408%
77 Column 328 $3,748,000 $3,730,005 Fee 300 296 120 116 6.750% 6.708%
78 Column 110,974 $3,700,000 $3,683,345 Fee 360 353 120 113 7.450% 7.408%
79 Column 120 $3,550,000 $3,540,045 Fee 360 357 120 117 6.050% 6.008%
80 Column 9 $3,475,000 $3,471,671 Fee 360 359 120 119 6.200% 6.158%
81 Column 176 $3,400,000 $3,388,066 Fee 360 355 60 55 7.050% 7.008%
82 Column 114 $3,400,000 $3,334,114 Fee 300 280 120 100 8.250% 8.208%
83 Column 112 $3,345,000 $3,331,936 Fee 360 355 120 115 6.620% 6.578%
84 Column 178 $3,230,000 $3,210,498 Fee 360 351 120 111 7.330% 7.288%
85 Column 144 $3,200,000 $3,191,494 Fee 360 357 120 117 6.300% 6.228%
86 Column 59,550 $3,200,000 $3,190,216 Fee 360 356 120 116 6.800% 6.758%
87 Column 141 $3,150,000 $3,145,987 Fee 300 299 120 119 6.800% 6.758%
89 Column 46,907 $3,140,000 $3,132,283 Fee 360 357 120 117 6.660% 6.618%
90 Column 135 $3,000,000 $2,994,453 Fee 360 358 120 118 5.950% 5.908%
91 Column 39,238 $3,000,000 $2,991,591 Fee 360 356 120 116 7.160% 7.088%
92 Column 80,463 $2,900,000 $2,886,946 Fee 360 353 120 113 7.450% 7.408%
93 Column 160 $2,850,000 $2,844,882 Fee 360 358 120 118 6.080% 6.038%
96 Column 97 $2,550,000 $2,545,543 Fee 360 358 120 118 6.200% 6.158%
97 Column 177 $2,516,000 $2,504,456 Fee 300 296 60 56 7.000% 6.958%
98 Column 38,884 $2,500,000 $2,494,856 Fee 300 298 120 118 7.550% 7.508%
100 Column 120 $2,400,000 $2,393,523 Fee 360 357 120 117 6.230% 6.188%
101 Column 45,138 $2,350,000 $2,339,422 Fee 360 353 120 113 7.450% 7.408%
102 Column 56 $2,320,000 $2,314,411 Fee 360 357 120 117 6.750% 6.708%
103 Column 51,274 $2,270,000 $2,261,705 Fee 300 297 120 117 6.800% 6.758%
105 Column 70 $2,158,000 $2,152,849 Fee 300 298 120 118 6.750% 6.708%
106 Column 134 $2,060,000 $2,030,236 Fee 300 287 120 107 7.450% 7.408%
107 Column 79 $2,025,000 $2,019,846 Fee 360 357 120 117 6.500% 6.458%
108 Column 88 $2,030,000 $2,019,379 Fee 360 352 120 112 7.490% 7.448%
109 Column 35,497 $2,000,000 $1,992,944 Fee 360 355 120 115 7.030% 6.988%
Units/
Mortgage Sq. Ft./ Orig Rem. Orig Rem. Net
# Loan Rooms/ Original Cut-off Ownership Amort. Amort. Term to Term to Interest Interest
Seller Pads Balance Balance (1) Interest Term Term Maturity(2) Maturity(2) Rate Rate
------------------------------------------------------------------------------------------------------------------------------------
110 Column 437 $1,960,000 $1,952,726 Fee 300 297 120 117 6.710% 6.668%
111 Column 84 $1,925,000 $1,917,482 Fee 360 355 120 115 6.620% 6.578%
112 Column 150 $1,900,000 $1,895,465 Fee 300 298 60 58 6.750% 6.708%
113 Column 213 $1,900,000 $1,890,795 Fee 300 296 60 56 6.700% 6.658%
114 Column 40 $1,629,000 $1,627,527 Fee 360 359 120 119 6.500% 6.458%
115 Column 108 $1,520,000 $1,512,962 Fee 300 296 120 116 6.950% 6.908%
118 Column 7,800 $1,327,500 $1,325,232 Fee 360 358 120 118 6.300% 6.258%
120 Column 59 $1,212,000 $1,195,100 Fee 300 287 120 107 7.650% 7.608%
121 Column 52 $1,175,000 $1,173,446 Fee 300 299 120 119 6.560% 6.518%
122 Column 83 $1,160,000 $1,158,151 Fee 360 358 120 118 6.600% 6.558%
124 Column 93 $1,120,000 $1,114,814 Fee 300 296 120 116 6.950% 6.908%
125 Column 50 $1,100,000 $1,092,413 Fee 360 350 120 110 7.570% 7.528%
127 Column 9,425 $1,050,000 $1,045,112 Fee 300 296 120 116 6.920% 6.878%
128 Column 232 $1,020,000 $1,017,758 Fee 300 298 120 118 7.200% 7.158%
129 Column 57 $1,000,000 $997,719 Fee 300 298 120 118 7.000% 6.958%
130 Column 69 $1,000,000 $996,151 Fee 360 354 120 114 7.540% 7.498%
131 Column 33 $930,000 $927,290 Fee 360 356 120 116 7.000% 6.958%
132 Column 44 $892,000 $890,881 Fee 300 299 60 59 6.900% 6.858%
133 Column 10,722 $875,000 $872,816 Fee 300 298 120 118 6.500% 6.458%
134 Column 38 $824,000 $812,511 Fee 300 287 120 107 7.650% 7.608%
135 Column 7,975 $765,000 $763,124 Fee 360 356 120 116 7.690% 7.648%
137 Column 38 $710,000 $709,080 Fee 300 299 120 119 6.690% 6.648%
138 Column 48 $680,000 $678,537 Fee 360 357 120 117 7.250% 7.208%
139 Column 30 $647,000 $643,894 Fee 300 296 120 116 6.750% 6.708%
140 Column 4,350 $500,000 $498,871 Fee 360 357 120 117 7.040% 6.998%
141 Column 17 $485,000 $483,832 Fee 360 357 60 57 6.750% 6.708%
(A) The Underlying Mortgage Loans secured by Century Plaza
Apartments, Caesar's Palace Apartments, and Commander's Palace
Apartments are cross-collateralized and cross-defaulted.
(B) The Underlying Mortgage Loans secured by the Weslaco Portfolio and the McAllen Portfolio are cross-collateralized and
cross-defaulted.
(C) The Underlying Mortgage Loans secured by Oak Creek Apartments and Windrush Apartments are cross-collateralized and
cross-defaulted.
(1) Assumes a Cut-off Date
in December 2002.
(2) 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.
(3) Anticipated
Repayment Date.
(4) 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
(5) "Yes" means that defeasance is permitted notwithstanding the Lockout Period.
(6) This loan has an initial interest only period of 12 months. Fixed monthly principal and interest payment thereafter is
$305,279.
Interest Prepayment Servicing
Calculation First Provision and
# (30/360 / Monthly Payment Maturity Loan as of Origination Defeasance Trustee
Actual/360) Payment Date Date ARD (3) Type (4) (5) Fees
------------------------------------------------------------------------------------------------------------------------------------
1 Actual/360 $1,277,160 11/11/2002 10/11/2032 10/11/2012 ARD Lock/116_0%/4 Yes 0.0420%
2 30/360 $421,719 8/11/2002 7/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0520%
3 Actual/360 $305,279(6) 1/11/2003 12/11/2032 12/11/2012 ARD Lock/116_0%/4 Yes 0.0420%
4 Actual/360 $273,809 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0620%
5 Actual/360 $267,289 12/11/2002 11/11/2032 11/11/2012 ARD Lock/117_0%/3 Yes 0.0420%
6 Actual/360 $252,564 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
7 Actual/360 $173,940 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
0X
0X
0X
0X
0X
0X
0X
0 Xxxxxx/000 $171,503 7/11/2002 6/11/2032 6/11/2007 ARD Lock/56_0%/4 Yes 0.0420%
10 Actual/360 $129,792 9/11/2002 8/11/2032 8/11/2007 ARD Lock/56_0%/4 Yes 0.0520%
11 Actual/360 $138,650 8/11/2002 7/11/2007 N/A Balloon Lock/57_0%/3 Yes 0.0420%
14 Actual/360 $96,031 12/11/2002 11/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
15 Actual/360 $99,402 11/11/2002 10/11/2032 10/11/2012 ARD Lock/114_0%/6 Yes 0.0420%
17 Actual/360 $79,428 12/11/2002 11/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
24 Actual/360 $69,291 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
26 Actual/360 $76,703 4/11/2002 3/11/2032 3/11/2012 ARD Lock/117_0%/3 Yes 0.0920%
26A
26B
27 Actual/360 $66,147 10/11/2002 9/11/2009 N/A Balloon Lock/25_YM1/56_0%/3 No 0.0420%
28 Actual/360 $64,085 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
29 Actual/360 $66,322 7/11/2002 6/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
31 Actual/360 $55,938 10/11/2002 8/11/2012 N/A Balloon Lock/116_0%/3 Yes 0.0420%
32 Actual/360 $59,061 10/11/2002 9/11/2032 9/11/2007 ARD Lock/57_0%/3 Yes 0.0720%
33 Actual/360 $56,327 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
35 Actual/360 $36,480 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
35A
35B
36 Actual/360 $16,513 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
36A
36B
37 Actual/360 $46,765 11/11/2002 10/11/2012 N/A Balloon Lock/116_0%/4 Yes 0.0420%
40 Actual/360 $50,883 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
41 Actual/360 $43,533 9/11/2002 8/11/2007 N/A Balloon Lock/57_0%/3 Yes 0.0420%
42 Actual/360 $47,662 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
43 Actual/360 $47,055 5/11/2002 4/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
44 Actual/360 $46,409 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
Interest Prepayment Servicing
Calculation First Provision and
# (30/360 / Monthly Payment Maturity Loan as of Origination Defeasance Trustee
Actual/360) Payment Date Date ARD (3) Type (4) (5) Fees
------------------------------------------------------------------------------------------------------------------------------------
48 Actual/360 $42,782 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
49 Actual/360 $46,695 11/11/2001 10/11/2011 N/A Balloon Lock/117_0%/3 Yes 0.0420%
50 Actual/360 $35,900 11/11/2002 10/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
51 Actual/360 $41,253 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
53 Actual/360 $39,580 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
54 Actual/360 $34,736 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
56 Actual/360 $33,575 9/11/2002 8/11/2007 N/A Balloon Lock/57_0%/3 Yes 0.0420%
57 Actual/360 $21,021 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
58 Actual/360 $16,545 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
60 Actual/360 $36,841 5/11/2002 4/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
61 Actual/360 $33,403 9/11/2002 8/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
62 Actual/360 $31,834 9/11/2002 8/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
64 Actual/360 $33,746 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
65 Actual/360 $27,874 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
66 Actual/360 $31,249 9/11/2002 8/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
69 Actual/360 $49,959 8/11/2002 7/11/2012 N/A Balloon Lock/119_0%/1 Yes 0.0420%
72 Actual/360 $26,612 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
73 Actual/360 $24,639 8/11/2002 7/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
74 Actual/360 $24,951 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
75 Actual/360 $23,521 9/11/2002 8/11/2007 N/A Balloon Lock/57_0%/3 Yes 0.0420%
76 Actual/360 $26,440 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
77 Actual/360 $25,895 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
78 Actual/360 $25,744 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
79 Actual/360 $21,398 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
80 Actual/360 $21,283 12/11/2002 11/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
81 Actual/360 $22,735 8/11/2002 7/11/2007 N/A Balloon Lock/57_0%/3 Yes 0.0420%
82 Actual/360 $26,807 5/11/2001 4/11/2011 N/A Balloon Lock/114_0%/6 Yes 0.0420%
83 Actual/360 $21,407 8/11/2002 7/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
84 Actual/360 $22,210 4/11/2002 3/11/2012 N/A Balloon Lock/36_YM1/81_0%/3 No 0.0420%
85 Actual/360 $19,807 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0720%
86 Actual/360 $20,862 9/11/2002 8/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
87 Actual/360 $21,863 12/11/2002 11/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
89 Actual/360 $20,178 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
90 Actual/360 $17,890 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
91 Actual/360 $20,282 9/11/2002 8/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0720%
92 Actual/360 $20,178 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
93 Actual/360 $17,234 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
96 Actual/360 $15,618 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
97 Actual/360 $17,783 9/11/2002 8/11/2007 N/A Balloon Lock/54_0%/6 Yes 0.0420%
98 Actual/360 $18,556 11/11/2002 10/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
100 Actual/360 $14,746 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
101 Actual/360 $16,351 6/11/2002 5/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
102 Actual/360 $15,047 10/11/2002 9/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
103 Actual/360 $15,755 10/11/2002 9/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
105 Actual/360 $14,910 11/11/2002 10/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
106 Actual/360 $15,156 12/11/2001 11/11/2011 N/A Balloon Lock/114_0%/6 Yes 0.0420%
107 Actual/360 $12,799 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
108 Actual/360 $14,180 5/11/2002 4/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
109 Actual/360 $13,346 8/11/2002 7/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
Interest Prepayment Servicing
Calculation First Provision and
# (30/360 / Monthly Payment Maturity Loan as of Origination Defeasance Trustee
Actual/360) Payment Date Date ARD (3) Type (4) (5) Fees
------------------------------------------------------------------------------------------------------------------------------------
110 Actual/360 $13,492 10/11/2002 9/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
111 Actual/360 $12,320 8/11/2002 7/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
112 Actual/360 $13,127 11/11/2002 10/11/2007 N/A Balloon Lock/54_0%/6 Yes 0.0420%
113 Actual/360 $13,067 9/11/2002 8/11/2007 N/A Balloon Lock/54_0%/6 Yes 0.0420%
114 Actual/360 $10,296 12/11/2002 11/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
115 Actual/360 $10,695 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
118 Actual/360 $8,217 11/11/2002 10/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
120 Actual/360 $9,075 12/11/2001 11/11/2011 N/A Balloon Lock/114_0%/6 Yes 0.0420%
121 Actual/360 $7,978 12/11/2002 11/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
122 Actual/360 $7,408 11/11/2002 10/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
124 Actual/360 $7,880 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
125 Actual/360 $7,744 3/11/2002 2/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
127 Actual/360 $7,368 9/11/2002 8/11/2012 N/A Balloon Lock/117_0%/3 Yes 0.0420%
128 Actual/360 $7,340 11/11/2002 10/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
129 Actual/360 $7,068 11/11/2002 10/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
130 Actual/360 $7,020 7/11/2002 6/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
131 Actual/360 $6,187 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
132 Actual/360 $6,248 12/11/2002 11/11/2007 N/A Balloon Lock/36_YM1/21_0%/3 No 0.0420%
133 Actual/360 $5,908 11/11/2002 10/11/2027 10/11/2012 ARD Lock/117_0%/3 Yes 0.0420%
134 Actual/360 $6,170 12/11/2001 11/11/2011 N/A Balloon Lock/114_0%/6 Yes 0.0420%
135 Actual/360 $5,449 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
137 Actual/360 $4,879 12/11/2002 11/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
138 Actual/360 $4,639 10/11/2002 9/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
139 Actual/360 $4,470 9/11/2002 8/11/2012 N/A Balloon Lock/114_0%/6 Yes 0.0420%
140 Actual/360 $3,340 10/11/2002 9/11/2012 N/A Balloon Lock/36_YM1/81_0%/3 No 0.0420%
141 Actual/360 $3,146 10/11/2002 9/11/2007 N/A Balloon Lock/54_0%/6 Yes 0.0420%
(A) The Underlying Mortgage Loans secured by Century Plaza
Apartments, Caesar's Palace Apartments, and Commander's Palace
Apartments are cross-collateralized and cross-defaulted.
(B) The Underlying Mortgage Loans secured by the Weslaco Portfolio and the McAllen Portfolio are cross-collateralized and
cross-defaulted.
(C) The Underlying Mortgage Loans secured by Oak Creek Apartments and Windrush Apartments are cross-collateralized and
cross-defaulted.
(1) Assumes a Cut-off Date
in December 2002.
(2) 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.
(3) Anticipated
Repayment Date.
(4) 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
(5) "Yes" means that defeasance is permitted notwithstanding the Lockout Period.
(6) This loan has an initial interest only period of 12 months. Fixed monthly principal and interest payment thereafter is
$305,279.
Environmental Letter
Earthquake Insurance Letter of of Credit
# Insurance (Y/N) Credit Description
---------------------------------------------------------------------------------------
1 N/A No N/A N/A
2 N/A No $246,250 Required Repairs Letter of
Credit
3 N/A Yes X/X X/X
0 Xx Xx X/X X/X
0 No No N/A N/A
6 N/A No N/A N/A
7 N/A Yes N/A N/A
7A N/A Yes
7B N/A Yes
7C N/A Yes
7D N/A Yes
7E N/A Yes
7F N/A Yes
7G N/A Yes
9 N/A No N/A N/A
10 N/A No N/A N/A
11 N/A No N/A N/A
14 N/A No N/A N/A
15 N/A No $520,000 AT&T TILC Escrow Fund
17 N/A Yes X/X X/X
00 X/X Xx X/X X/X
26 N/A No N/A N/A
26A N/A Xx
00X X/X Xx
00 X/X Xx X/X X/X
28 N/A No N/A N/A
29 N/A No N/A N/A
31 N/A No N/A N/A
32 No No N/A N/A
33 N/A No N/A N/A
35 N/A No N/A N/A
35A N/A Xx
00X X/X Xx
00 X/X Xx X/X X/X
36A N/A Xx
00X X/X Xx
00 X/X Xx X/X X/X
40 N/A No N/A N/A
41 N/A No N/A N/A
42 N/A No N/A N/A
43 N/A No N/A N/A
44 N/A No N/A N/A
Environmental Letter
Earthquake Insurance Letter of of Credit
# Insurance (Y/N) Credit Description
---------------------------------------------------------------------------------------
48 N/A No N/A N/A
49 N/A No N/A N/A
50 N/A No N/A N/A
51 N/A No N/A N/A
53 N/A No N/A N/A
54 N/A No N/A N/A
56 N/A No N/A N/A
57 N/A No N/A N/A
58 N/A No N/A N/A
60 N/A No N/A N/A
61 N/A No N/A N/A
62 N/A No N/A N/A
64 N/A No N/A N/A
65 N/A No N/A N/A
66 N/A No N/A N/A
69 N/A No N/A N/A
72 N/A No N/A N/A
73 N/A No N/A N/A
74 No No N/A N/A
75 N/A No N/A N/A
76 N/A No N/A N/A
77 N/A No N/A N/A
78 N/A No N/A N/A
79 N/A No N/A N/A
80 N/A No N/A N/A
81 N/A No N/A N/A
82 N/A No N/A N/A
83 N/A No N/A N/A
84 N/A Yes X/X X/X
00 X/X Xx X/X X/X
86 N/A No N/A N/A
87 N/A Yes X/X X/X
00 X/X Xx X/X X/X
90 N/A No N/A N/A
91 N/A No N/A N/A
92 N/A No N/A N/A
93 N/A No N/A N/A
96 No No N/A N/A
97 N/A Yes N/A N/A
98 N/A Yes X/X X/X
000 X/X Xx X/X X/X
101 N/A No N/A N/A
102 N/A Yes N/A N/A
103 N/A Yes N/A N/A
105 N/A Yes N/A N/A
106 N/A Yes X/X X/X
000 X/X Xx X/X X/X
108 N/A No N/A N/A
109 N/A No N/A N/A
Environmental Letter
Earthquake Insurance Letter of of Credit
# Insurance (Y/N) Credit Description
---------------------------------------------------------------------------------------
110 N/A No N/A N/A
111 N/A No N/A N/A
112 N/A Yes N/A N/A
113 N/A Yes N/A N/A
114 N/A Yes N/A N/A
115 N/A Yes X/X X/X
000 X/X Xx X/X X/X
120 N/A Yes N/A N/A
121 N/A Yes N/A N/A
122 N/A Yes N/A N/A
124 N/A Yes N/A N/A
125 N/A Yes X/X X/X
000 X/X Xx X/X X/X
128 N/A Yes N/A N/A
129 N/A Yes N/A N/A
130 No Yes N/A N/A
131 N/A Yes N/A N/A
132 N/A Yes X/X X/X
000 X/X Xx X/X X/X
134 N/A Yes N/A N/A
135 N/A Yes N/A N/A
137 N/A Yes N/A N/A
138 N/A Yes N/A N/A
139 N/A Yes N/A N/A
140 N/A Yes N/A N/A
141 N/A Yes N/A N/A
(A) The Underlying Mortgage Loans secured by Century Plaza
Apartments, Caesar's Palace Apartments, and Commander's Palace
Apartments are cross-collateralized and cross-defaulted.
(B) The Underlying Mortgage Loans secured by the Weslaco Portfolio and the McAllen Portfolio are cross-collateralized and
cross-defaulted.
(C) The Underlying Mortgage Loans secured by Oak Creek Apartments and Windrush Apartments are cross-collateralized and
cross-defaulted.
(1) Assumes a Cut-off Date
in December 2002.
(2) 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.
(3) Anticipated
Repayment Date.
(4) 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
(5) "Yes" means that defeasance is permitted notwithstanding the Lockout Period.
(6) This loan has an initial interest only period of 12 months. Fixed monthly principal and interest payment thereafter is
$305,279.
III-20
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
Weslaco Portfolio
McAllen Portfolio
Oak Creek Apartments
Windrush Apartments
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
NONE
SCHEDULE V
EXCEPTIONS TO SELLER'S REPRESENTATIONS AND WARRANTIES
Reference is made to the Representations and Warranties set forth in
Exhibit A corresponding to the numbers set forth below:
Rep (14)
Each related mortgaged property is required to be covered by business
interruption insurance which covers a period of not less than 12 months, and no
such business interruption insurance is in place with respect to the following
properties:
Forest Hollow Estates
Carriage Village MHP
Brookhollow MHP
Rep (14)
Each mortgaged property is required, as of the date of origination, to have had
in place an insurance policy covering acts of terrorism or damage related
thereto; however, no such terrorism coverage is in place with respect to the
following properties:
Xxxxxxxxx Apartments
Brookhollow MHP
Capewood Apartments
Carriage Village MHP
Forest Hollow Estates
Xxxxxxx Square Apartments
Park Ridge Apartments
Rep (18)
With respect to the mortgaged property known as 0000 Xxxxxxxx, an amendment
dated October 1, 2002 has been entered into with respect to the ground lease.
Rep (32)
With respect to the mortgage loans known as Weslaco Portfolio and McAllen
Portfolio, the respective deeds of trust obligate the lender at the borrowers
request, with respect to the Weslaco Portfolio, to release the McAllen note from
the lien of the deed of trust on the McAllen Portfolio, and with respect to the
McAllen Portfolio, to release the Weslaco note from the lien of the deed of
trust on the Weslaco Portfolio, at any time after three years from the date of
the deed of trust upon: (i) Weslaco Portfolio's achievement of an underwritten
debt service coverage ratio of 1.25x, McAllen Portfolio's achievement of an
underwritten debt service coverage ratio of 1.25x and the achievement of a
combined underwritten debt service coverage ratio of 1.25x for Weslaco Portfolio
and McAllen Portfolio, (ii) provided no event of default has occurred or is
continuing and (iii) provided that a portion of the property that secures the
Weslaco Portfolio and McAllen Portfolio loans has no more than 10% vacancy.
Rep (37)
With respect to the following properties, lender has no right to consent to
transfers of interests in CBL & Associates Properties, Inc. or CBL & Associates
Properties, Limited Partnership on public or private markets or through a merger
or consolidation:
CBL Center
Fashion Square Mall
Rep (37)
With respect to the following properties, so long as Pan Pacific Retail
Properties is a member of the borrower and is a publicly traded company, any
sale or pledge of its stock shall not give rise to a right to accelerate the
loan:
Plaza Escuela
Rep (37)
1633 Broadway: The borrower may transfer its beneficial interest without the
consent of lender so long as, if the transfer is for more than 49% of a
beneficial interest in the borrower in one or more series of transactions, the
borrower is controlled by a "Qualified Institutional Borrower," as defined in
the Loan Documents.
Rep (37)
Village of Rochester Hills: To the extent a publicly traded REIT or similar
entity later becomes the substantial owner of the Borrower, ownership interests
in that publicly traded entity may be sold or transferred even if the effect is
to cause a change in the ultimate majority interest in the related Borrower so
long as such REIT or similar entity is listed on the New York Stock Exchange or
other nationally recognized stock exchange.
Rep (49)
Each mortgage loan is required to be non-recourse, and either a principal of the
borrower, an entity controlled by a principal of the borrower or other guarantor
with significant assets other than any interest in the borrower is required to
be liable in case of certain events. No such guarantor is in place for the
following properties:
0000 Xxxxxxxx
Xxxxxxx Xxxxxx Xxxx
Siemens Westinghouse Office Building
Rep (49)
Lifestyles MHP: Each mortgage loan is required to be non-recourse, and either a
principal of the borrower, an entity controlled by a principal of the borrower
or other guarantor with significant assets other than any interest in the
borrower is required to be liable in case of certain events. There is no
recourse liability in the case of involuntary bankruptcy.
SCHEDULE VI
DATES OF SHIPMENT OF DUE DILIGENCE MATERIALS TO GMACCM
CSFB Phase I Shipment - 9/26/02
# Property Name City State Cut-Off Balance
-----------------------------------------------------------------------------------------------------------------------
0 Xxxxxxx Xxxx Xxxxxxx XX $ 62,013,756
0 Xxxxxxxxx Xxxxxxxxxx XX Xxxxxxxx XX 39,897,962
3 Tri-Star Estates Bourbonnais IL 26,080,248
0 Xxxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 24,912,741
0 Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx XX 22,305,552
6 000 Xxxxxx Xxxxxx Xxxxxxxx XX 20,935,330
0 Xxxxx Xxxx Xxxxxx Xxxxx Xxxx XX 15,474,418
0 XXX Xxxxxx Xxxxxxxxxxx XX 14,942,623
0 Xx. Xxxxxx Xxxxxxxxxx Xxx Xxxxxxx XX 11,452,656
-----------------------------------------------------------------------------------------------------------------------
Xxxxxx Portfolio 11,087,647
00 Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx Xx. Xxx MO 9,054,995
00 Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx Hts MO 2,032,653
-----------------------------------------------------------------------------------------------------------------------
00 Xxxxxxxxx Xxxxxx xx Xxxxxxxxx Xxxxxx Xxx Xxxxx XX 9,776,807
00 Xxxxxxxxx Xxxxxxxxxx Xxxxxx XX 9,672,400
00 Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 9,273,809
00 Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxx Xxxxxxx XX 9,177,341
00 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxx XX 8,767,844
00 Xxxxxxx Xxxxx Xxxxxxxxx XX 7,987,429
00 Xxxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx XX 7,380,113
00 Xxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 7,272,868
00 XxxxXxxxx Xxxxxxxx Xxxxx Xxxxxx XX 5,965,335
------------------------------------------------------------------------------------------------------------------------
(A) Weslaco Portfolio 5,817,950
21 Trail's End Weslaco TX 3,032,676
00 Xxxxxxx Xxxxx Xxxxxxx XX 2,785,274
------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxxxxxxx Xxxx Xxxxxxx XX 5,726,079
00 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxx Xxxx XX 5,585,178
00 Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxxx XX 5,579,417
26 000 Xxxxxx Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 5,134,065
27 0000 Xxxxx Xxxx Xxxxx Xxxxxxx XX 4,983,861
00 Xxxxxx xx Xxxxxxxx Xxxxxxxxxx Xxxxx Xxxx XX 4,585,535
00 Xxxxxx Xxxxxxxxxxx Xxxxxx MD 4,363,586
00 Xxxxxxxxxxx Xxxxxxxx Xxxx Xxxxx XX 4,438,673
00 Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx XX 3,834,964
32 Sterling MHP Lakeland FL 3,786,946
00 Xxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxx XX 3,540,045
00 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx XX 3,331,936
35 00000 Xxxxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx XX 3,190,216
00 Xxxxxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxxxx XX 3,132,283
00 Xxxxxxxx Xxxxxx xx Xxxxxxxx Xxxxxxxx Xxxxxxxx XX 2,991,591
------------------------------------------------------------------------------------------------------------------------
(A) McAllen Portfolio 2,633,132
00 Xxxxxxxxx Xxxxx XxXxxxx XX 1,356,462
00 Xxx Xxxxxxxxx XxXxxxx XX 1,276,670
------------------------------------------------------------------------------------------------------------------------
00 Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 2,393,523
00 Xxxxxxxxxx Xxxxx Xxx Xxxxx XX 2,019,846
00 Xxxxxxx Xxxxx Xxxxxxxxx XX 1,992,944
00 X-Xxxx Xxxxxxx Xxxxxx XX 1,952,726
00 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx TX 1,917,482
00 Xxxxxxxxxxx Xxx Xxxx Xxx Xxxx XX 1,045,112
------------------------------------------------------------------------------------------------------------------------
$ 408,353,971
(A) The Mortgage Loans secured by the Weslaco Portfolio and the McAllen
Portfolio loans are cross-collateralized and cross-defaulted.
CSFB Phase II Shipment - 10/2/02
# Property Name City State Current Loan Balance
---------------------------------------------------------------------------------------------------------------------------
Maryland Industrial Portfolio $ 28,203,913
1 0000-0000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 5,872,187
2 0000 Xxxxxxxx Xxxxx Xxxxxxx XX 5,637,299
3 0000 Xxx Xxxxx Xxxx Xxxxxxxx XX 4,541,158
4 0000 Xxxxxxxxxx Xxxx Xxxxxx MD 3,702,199
5 0000 Xxxxxxxx Xxxxx Xxxxxxxxx XX 3,694,584
6 0000 Xxxxxxxxx Xxxxx Savage MD 2,740,358
7 0000 Xxxxxxxxxx Xxxx Xxxxxx MD 2,013,396
---------------------------------------------------------------------------------------------------------------------------
0 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 19,465,994
9 7447 - 0000 Xxxxxx Xxxxxxx TX 6,819,166
10 Premier on Woodfair Apartments Houston TX 6,567,263
00 Xxxxxxx Xxx Xxxxxxxx Xxxxxxxx SC 5,587,229
12 00000 Xxxx Xxx Xxxxxxx XX 4,828,168
00 Xxxxxxxxxx Xxxxx Xxxxxxxxxx XX 3,944,856
00 Xxxxx Xxxx xx Xxxxxxxx Xxx Xxxxx XX 3,788,573
15 00000 Xxxx Xxx Xxxxxxx XX 3,782,895
16 0000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 3,683,345
00 Xxxxxxxx Xxxxxxxxxx Xxxxxxxx XX 3,194,533
18 0000 Xxxxx Xxxx Xxxxxxx XX 2,886,946
19 0000 Xxxxxxxx Xxxxxxx TX 2,339,422
00 Xxxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxx IN 1,989,755
00 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxx XX 1,310,258
---------------------------------------------------------------------------------------------------------------------------
$ 98,389,584
CSFB Phase III Shipment - 10/9/02
# Property Name City State Current Loan Balance
---------------------------------------------------------------------------------------------------------------------------
0 Xxxxx Xxxxxxx Xxxxxx Xxxxx XX $ 41,936,158
---------------------------------------------------------------------------------------------------------------------------
Dallas Metroplex Office Building Portfolio 31,109,071
0 Xxxxxxxxx Xxxx Xxxxxxxxxx XX 14,138,674
0 Xxxxxxxxx 0 Xxxxxxxxxx XX 9,691,672
0 Xxxxxxx 0 Xxxxxxx XX 7,278,725
---------------------------------------------------------------------------------------------------------------------------
5 Xxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 10,773,982
0 XxxxxXxxxxx Xxx Xxxxxxx Xxx Xxxxxxx XX 6,510,310
7 AmeriSuites Austin Austin TX 6,001,458
0 XxxxxXxxxxx Xxxxxxx Xxxxxxx XX 5,786,942
0 Xxxxxxx Xxxxx Xxxxxxxxxx XX 5,271,920
00 Xxxxxxxx Xxxxxxx XXX Xxxxx XX 3,730,005
00 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxx Xxxxxxx XX 2,992,364
00 Xxxx Xxxxx Xxxxxxxxxx Xx Xxxx XX 2,844,882
13 Capri MHP Fontana CA 2,543,074
00 Xxxxxx Xxxxxxxxx Xxxxxxxxxx Xx. Xxxxx XX 2,504,456
00 Xxxxxx Xxxxxxx Xxx Xxx Xxxxx XX 2,314,595
00 Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxxx XX 2,097,642
00 Xxxxx Xxxx Xxxxxxxxxx Xxxxxxxx XX 2,030,237
00 Xxxx Xxxxxx Xxx Xxxxxxxxxx Xxxxx XX 2,019,379
00 Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx XX 1,992,911
00 Xxxxxxx Xxxxxx Xxxx Xxxx Xxxxxx XX 1,890,795
00 Xxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 1,195,100
22 Lifestyles MHP Festus MO 1,157,111
00 Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx XX 1,114,814
00 Xxx Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxx XX 1,092,413
00 Xxxxx Xxxxxx Xxxx Xxxx Xxx Xxxxxxxxxx XX 996,151
00 Xxx Xxxxxxx Xxxxx Xxxxxxxx XX 927,290
00 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxx XX 812,511
00 Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 763,124
29 InSite Harvard Harvard IL 525,735
30 0000 X. Xxxxxxxxxx Xxxx. Xxx Xxxxx XX 498,946
31 The Wiltshire Washington DC 483,832
---------------------------------------------------------------------------------------------------------------------------
$143,917,207
CSFB Phase IV Shipment - 10/16/02
# Property Name City State Current Loan Balance
--------------------------------------------------------------------------------------------------------------------
1 00 X&X Xxxxxxxx Xxxx Xxxxxxx Xxxx XX $ 15,450,781
0 Xxxx Xxxxxxxx Xxxxx Xxxxxx XX 9,086,168
0 Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxx XX 5,790,091
0 Xxxxxxxx Xxxxxxxxxx Xxxxxxx TX 3,388,066
5 Holiday Inn - Paris Paris TX 3,334,114
0 Xxxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx TX 3,210,498
0 Xxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 2,150,046
0 Xxxxxxx Xxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx TX 1,715,558
9 Brookhollow MHP Tyler TX 1,512,962
10 Aspen Xxxxxxx MHP Evans CO 996,470
11 Chamisa MHP and Self Storage Albuquerque NM 948,208
--------------------------------------------------------------------------------------------------------------------
$ 47,582,962
CSFB Phase V Shipment - 10/23/02
# Property Name City State Current Loan Balance
--------------------------------------------------------------------------------------------------------------------
1 The River at Rancho Mirage Rancho Mirage CA $ 40,965,044
0 Xxxx xx Xxxxxxxx Xxxxxxx XX 7,787,423
0 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxx XX 3,112,885
0 Xxx Xxxxx Xxxxxxxxxx Xxx Xxxxxxx XX 3,085,083
0 Xxxxxxxx Xxxxxxxxxx Xxx Xxxxxxx XX 2,423,342
6 0000 Xxxxxxxx Xxxxxx Xxxx. Xxxxx Xxxxx XX 2,261,705
0 Xxxxxx Xxxxxxx Xxxxxxx XX 890,677
8 CVS Madisonville Madisonville KY 871,738
0 Xxxxx Xxxx Xxxxxxxxxx-XX Xxxxxxxx XX 678,537
--------------------------------------------------------------------------------------------------------------------
$ 62,076,434
CSFB Phase VI Shipment - 10/28/02
# Property Name City State Current Loan Balance
--------------------------------------------------------------------------------------------------------------------
1 0000 Xxxxxxxx Xxx Xxxx XX $219,561,237
0 Xxxxxxxxx Xxxx Xxxxxxxxxxx XX 81,873,863
0 Xxxxxxx xx Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx XX 49,000,000
0 Xxxxxxxxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx XX 16,719,441
0 Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx XX 12,970,050
0 Xxxxxxxxxx Xxxxx XX Xxxxxxxx XX 6,430,974
0 Xxxxxxx Xxxxxx Xxxxxxxxxx XX 3,991,291
0 Xxxxxxx Xxxx Xxxxx Xxxxxxxxx MD 3,471,671
0 Xxxxxxxxx Xxxxx XXX Xxxxxxx XX 1,793,972
00 Xxxxxxx Xxxxx Xxxxxxxxxx Xxx Xxxxx XX 1,625,076
00 Xxxxxxxxx Xxxxxxxxxx Xxxxxxx XX 1,198,429
00 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxxxxx IN 707,622
00 000 Xxxxxxxx, 00, 00 and 00 Xxxxxxx Xx. Xxxxxxxx XX 643,894
--------------------------------------------------------------------------------------------------------------------
$399,987,521
EXHIBIT A
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
THE MORTGAGE LOANS
For purposes of this Exhibit, the phrases "to the knowledge of Seller"
or "to the Seller's knowledge" shall mean, except where otherwise expressly set
forth below, the actual state of knowledge of the Seller regarding the matters
referred to, in each case (i) after having conducted such inquiry and due
diligence into such matters as would be customarily performed by prudent
commercial or multifamily mortgage lenders, as applicable, with respect to
similar mortgage loans or similar mortgaged properties at the time of the
origination of the particular Mortgage Loan and (ii) subsequent to such
origination, utilizing the servicing and monitoring practices customarily
utilized by prudent commercial or multifamily mortgaged loan servicers with
respect to securitizable commercial or multifamily, as applicable, mortgage
loans, including inquiry with a representative of the loan servicer designated
as the party responsible for the knowledge of the servicer pertaining to such
Mortgage Loan, and the phrases "to the actual knowledge of the Seller" or "to
the Seller's actual knowledge" shall mean, except where otherwise expressly set
forth below, the actual state of knowledge of the Seller 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 have done so. 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 and the actual knowledge of the Seller. For purposes of the
representations and warranties set forth below in (a) the second sentence of
Paragraph 7, (b) Paragraph 25 and (c) Paragraph 36, the phrases "to the Seller's
knowledge" or "to the Seller's actual knowledge" shall also include the actual
state of knowledge of the individual(s) responsible for servicing the related
Mortgage Loan or Loans on behalf of the Seller's loan servicer 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 have done so.
The Seller hereby represents and warrants, subject to the exceptions
set forth in Schedule V, with respect to the Mortgage Loans that, as of the date
hereinbelow specified or, if no such date is specified, as of the date hereof:
1. Mortgage Loan Schedule. The information set forth in the Mortgage
Loan Schedule with respect to the Mortgage Loans is true, complete (in
accordance with the requirements of the definition of Mortgage Loan Schedule in
the Pooling and Servicing Agreement) and correct in all material respects as of
the dates of the information set forth therein (or, if not set forth therein,
and in all events no earlier than, as of the Due Dates of the Mortgage Loans in
December 2002).
2. Ownership of Mortgage Loans. Immediately prior to the transfer to
the Depositor of the Mortgage Loans, the Seller had good title to, and was the
sole owner of, each Mortgage Loan. The Seller has full right, power and
authority to transfer and assign each Mortgage Loan to or at the direction of
the Depositor free and clear of any and all pledges, liens, charges, security
interests and/or other encumbrances. Subject to the completion of the names and
addresses of the assignees and endorsees and any missing recording information
in all instruments of transfer or assignment and endorsements and the completion
of all recording and filing contemplated hereby and by the Pooling and Servicing
Agreement, the Seller will have validly and effectively conveyed to the
Depositor all legal and beneficial interest in and to such Mortgage Loan free
and clear of any pledge, lien or security interest created by or through the
Seller. The sale of the Mortgage Loans to the Depositor or its designee does not
require the Seller to obtain any governmental or regulatory approval or consent
that has not been obtained. Each Note is, or shall be as of the Closing Date,
properly endorsed to the Depositor or its designee and each such endorsement is,
or shall be as of the Closing Date, genuine.
3. Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan due on or before the applicable Cut-off Date is 30 days or
more past due, and no Mortgage Loan has been 30 days or more delinquent in the
twelve-month period immediately preceding the applicable Cut-off Date, in each
case without giving effect to any applicable grace period.
4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and enforceable first
priority lien upon the related Mortgaged Property, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting the enforcement of creditors' rights
generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding an equity or at law), prior to all
other liens and encumbrances, except for (a) the lien for current real estate
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 that are of public record and/or are referred
to in the related lender's title insurance policy (or, if not yet issued,
referred to in a pro forma title policy or a "marked-up" commitment) meeting the
requirements in Xxxxxxxxx 0, xxxx of which, individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the current use of the related Mortgaged Property or the current
ability of the related Mortgaged Property to generate income sufficient to
service the related Mortgage Loan, (c) exceptions and exclusions specifically
referred to in such lender's title insurance policy (or such pro forma title
policy or "marked-up" commitment), meeting the requirements in Xxxxxxxxx 0, xxxx
of which, individually or in the aggregate, materially interferes with the
security intended to be provided by such Mortgage, the current use of the
related Mortgaged Property or the current ability of the related Mortgaged
Property to generate income sufficient to service the related Mortgage Loan, (d)
other matters to which like properties are commonly subject, none of which
materially interferes with the security intended to be provided by such
Mortgage, the use of the related Mortgaged Property or the current ability of
the related Mortgaged Property to generate income sufficient to service the
related Mortgage Loan, (e) the rights of tenants to remain (whether under ground
leases or space leases) at the Mortgaged Property following a foreclosure or
similar proceeding (provided that such tenants are performing under such leases)
and (f) if such Mortgage Loan constitutes a Crossed Mortgage Loan, the lien of
the Mortgage for another Mortgage Loan contained in the same group of Crossed
Mortgage Loans (the foregoing items (a) through (f) being herein referred to as
the "Permitted Encumbrances"). The related assignment of such Mortgage, subject
to insertion of the name of the Trustee and any missing recording information,
is in recordable form and constitutes a legal, valid, binding and enforceable
assignment thereof from the relevant assignor to the Trustee (subject to the
exceptions set forth in Paragraph 13 below).
5. Assignment of Leases and Rents. The Mortgage File contains an
assignment of leases and rents ("Assignment of Leases"), either as a separate
instrument or incorporated into the related Mortgage, which establishes and
creates a valid, subsisting and enforceable first priority lien on and security
interest in the property and rights described therein, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting the enforcement of creditors' rights
generally and by general principles of equity (regardless of whether such
enforcement is considered in proceeding in equity or at law), and subject as to
priority to the Permitted Encumbrances; and each assignor thereunder has the
full right to assign the same. The related assignment of such Assignment of
Leases, subject to insertion of the name of the Trustee and any missing
recording information, is in recordable form and constitutes a legal, valid,
binding and enforceable assignment thereof from the relevant assignor to the
Trustee (subject to the exceptions set forth in Paragraph 13 below). No person
owns any interest in any payments due under the related leases that is superior
to the lien created by such Assignment of Leases, if any.
6. Mortgage Status; Waivers and Modifications. No Mortgage related to a
Mortgage Loan has been satisfied, canceled, rescinded or subordinated (other
than a subordination included in the related Mortgage File) in whole or in
material part, and the related Mortgaged Property has not been released from the
lien of such Mortgage, in whole or in material part nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release. None of the terms of any Note, Mortgage or Assignment of
Leases related to a Mortgage Loan have been impaired, waived, altered or
modified in any material respect, except by written instruments, all of which
are included in the related Mortgage File. No satisfaction, cancellation,
rescission, subordination, release, impairment, waiver, alteration or
modification with respect to a Mortgage Loan has occurred or been granted or
been consented to since the date due diligence materials with respect to such
Mortgage Loan were shipped by the Seller for delivery to GMACCM as indicated on
Schedule VI hereto. The Seller has not taken any affirmative action that would
cause the representations and warranties of the related Borrower under the
Mortgage Loan not to be true and correct in any material respect.
7. Condition of Property; Condemnation. Each Mortgaged Property
securing a Mortgage Loan is, to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for such
Mortgage Loan (except in such case where an escrow of funds or letter of credit
exists sufficient to pay for the necessary repairs and maintenance). As of the
date of origination of such Mortgage Loan, and subsequent to such date, the
Seller has not received notice (and is not otherwise aware) of, and as of the
date hereof, to the Seller's actual knowledge, there is not, any proceeding
pending for the total or partial condemnation of or affecting the Mortgaged
Property securing any Mortgage Loan. As of the date of the origination of each
Mortgage Loan, all of the material improvements on the related Mortgaged
Property lay wholly within the boundaries and, to the extent in effect at the
time of construction, building restriction lines of such property, and wholly
outside any easements, except for encroachments that are insured against by the
lender's title insurance policy referred to herein or that do not materially and
adversely affect the value or marketability of such Mortgaged Property, and no
improvements on adjoining properties materially encroached upon such Mortgaged
Property, except for encroachments that do not materially and adversely affect
the value or marketability of such Mortgaged Property.
8. Title Insurance. Each Mortgaged Property securing a Mortgage Loan is
covered by an American Land Title Association (or an equivalent form of)
lender's title insurance policy (the "Title Policy") in the original principal
amount of such Mortgage Loan after all advances of principal insuring that the
related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the exceptions stated therein (or a pro forma title policy or
marked up title insurance commitment on which the required premium has been paid
exists which evidences that such Title Policy will be issued). Such Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid, and no material claims
have been made thereunder and no claims have been paid thereunder (and the
Seller has not received notice of any material claims having been made or paid
thereunder). No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. The insurer issuing such Title Policy is
qualified to do business in the jurisdiction in which the related Mortgaged
Property is located (unless such jurisdiction is the State of Iowa), and such
Title Policy contains no exclusion for, or it affirmatively insures (unless, in
the case of clause (b) below, the related Mortgaged Property is located in a
jurisdiction where such affirmative insurance is not available), (a) access to a
public road and (b) that the area shown on the survey conducted in connection
with the origination of the related Mortgage Loan is the same as the property
legally described in the related Mortgage.
9. No Holdback. The proceeds of each Mortgage Loan have been fully
disbursed (except in those cases where the full amount of the Mortgage Loan has
been made but a portion thereof is being held back pending the satisfaction of
certain conditions relating to leasing, repairs or other matters with respect to
the related Mortgaged Property), and there is no obligation for future advances
with respect thereto. Any and all requirements under each Mortgage Loan as to
completion of any on-site or off-site improvement and as to disbursements of any
funds escrowed for such purpose, which requirements were to have been complied
with on or before the date hereof, have been complied with in all material
aspects or any such funds so escrowed have not been released.
10. Mortgage Provisions. The Note or Mortgage for each Mortgage Loan,
together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in Paragraph 13 below) such as
to render the rights and remedies of the holder thereof adequate for the
practical realization against the related Mortgaged Property of the principal
benefits of the security intended to be provided thereby.
11. Trustee under Deed of Trust. If the Mortgage in respect of any
Mortgage Loan is a deed of trust, (a) a trustee, duly qualified under applicable
law to serve as such, is properly designated and serving under such Mortgage or
may be substituted in accordance with applicable law by the related mortgagee,
and (b) except in connection with a trustee's sale after default by the related
Borrower, no fees or expenses are payable to such trustee by the Seller, the
Depositor or any transferee thereof.
12. Environmental Conditions. Except with respect to the Mortgage Loans
identified on Schedule V hereto (all of which are covered by one or more secured
creditor impairment environmental insurance policies), an environmental site
assessment meeting the requirements of the American Society for Testing and
Materials and covering all environmental hazards typically assessed for similar
properties including use, type and tenants of the Mortgaged Property, or an
update of such an assessment, and/or a Phase II or other environmental report
supplemental to such assessment and/or update, was performed with respect to
each Mortgaged Property in connection with the origination of the related
Mortgage Loan, a report of each such assessment, together with each related
update or supplemental report, if any (collectively, an "Environmental Report"),
has been delivered to the Depositor or its designee, and either (x) no such
Environmental Report reveals any known circumstances or conditions with respect
to the related Mortgaged Property that rendered such Mortgaged Property, at the
date of such Environmental Report, in material violation of any applicable
environmental laws or (y) if any such Environmental Report does reveal any such
circumstances or conditions with respect to the related Mortgaged Property and
the same have not been subsequently remediated in all material respects, then
either (i) the expenditure of funds necessary to effect such remediation is not
material in relation to the outstanding principal balance of the related
Mortgage Loan, or (ii) an escrow of funds reasonably estimated to be sufficient
to cover the cost of effecting such remediation exists, is held by the Seller
and is being transferred to the Depositor, or (iii) a party not related to the
related Borrower with financial resources reasonably estimated to be adequate to
cure the subject violation in all material respects was identified as the
primary responsible party for such condition or circumstance (and is identified
on Schedule V hereto) and such condition or circumstance does not materially
impair the value of the Mortgaged Property, or (iv) the related Mortgaged
Property is insured under a policy of insurance, subject to certain per
occurrence and aggregate limits and a deductible, against certain losses arising
from such circumstances and conditions, or (v) 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 Borrower, or (vi) 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," or (vii) such conditions or circumstances
identified in the Environmental Report were investigated further and based upon
such additional investigation, an environmental consultant recommended no
further investigation or remediation. To the Seller's knowledge, there are no
circumstances or conditions with respect to any Mortgaged Property not revealed
in the related Environmental Report, if any, that render such Mortgaged Property
in material violation of any applicable environmental laws. The Mortgage
encumbering each Mortgaged Property requires the related Borrower to comply with
all applicable federal, state and local environmental laws and regulations. The
Seller has not taken any affirmative action which would cause the Mortgaged
Property not to be in compliance with all federal, state and local laws
pertaining to environmental hazards. Each Borrower represents and warrants in
the related Mortgage Loan documents generally to the effect that except as set
forth in certain specified environmental reports and to its knowledge 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. The related Borrower (or an affiliate thereof) has agreed to
indemnify, defend and hold the Seller and its successors and assigns harmless
from and against, or otherwise be liable for, any and all losses resulting from
a breach of environmental representations, warranties or covenants given by the
Borrower in connection with such Mortgage Loan, generally including any and all
losses, liabilities, damages, injuries, penalties, fines, expenses and claims of
any kind or nature whatsoever (including without limitation, attorneys fees and
expenses) paid, incurred or suffered by or asserted against, any such party
resulting from such breach.
13. Loan Document Status. Each Note, Mortgage, and other agreement
executed by or on behalf of the related Borrower or any guarantor with respect
to each Mortgage Loan is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law), and there
is no valid defense, counterclaim or right of offset or rescission available to
the related Borrower with respect to such Note, Mortgage or other agreements,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws affecting the enforcement
of creditors' rights generally or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).
14. Insurance. 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 insurance which covers a period of not less than 12 months
and comprehensive general liability insurance in amounts generally required by
reasonably prudent commercial mortgage lenders for similar properties; all
premiums on such insurance policies required to be paid as of the date hereof
have been paid; such insurance policies require prior notice to the insured of
termination or cancellation, and no such notice has been received; 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. If any portion of the improvements on a Mortgaged Property securing
any Mortgage Loan was, at the time of the origination of such Mortgage Loan, in
an area identified in the Federal Register by the Flood Emergency Management
Agency as a special flood hazard area (Zone A or Zone V) (an "SFH Area") and
flood insurance was available, a flood insurance policy meeting the requirements
of the then current guidelines of the Federal Insurance Administration is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (1) the minimum amount required, under the
terms of coverage, to compensate for any damage or loss on a replacement basis,
(2) the outstanding principal balance of such Mortgage Loan, and (3) the maximum
amount of insurance available under the applicable National Flood Insurance
Administration Program. All such hazard and flood insurance policies contain a
standard mortgagee clause for the benefit of the holder of the related Mortgage,
its successors and assigns, as mortgagee, and are not terminable (nor may the
amount of coverage provided thereunder be reduced) without ten (10) days' prior
written notice to the mortgagee; and no such notice has been received, including
any notice of nonpayment of premiums, that has not been cured and, to the
Seller's actual knowledge, all such insurance is in full force and effect. Each
Mortgaged Property and all improvements thereon are also covered by
comprehensive general liability insurance in such amounts as are generally
required by reasonably prudent commercial mortgage lenders for similar
properties and seismic insurance to the extent any Mortgaged Property has a
probable maximum loss in the event of an earthquake of greater than twenty
percent (20%) calculated using methodology acceptable to a reasonably prudent
commercial mortgage lender with respect to similar properties in same area or
earthquake zone. Based on due diligence customarily undertaken by prudent
commercial mortgage lenders, any Mortgaged Property constituting a materially
non-conforming use under applicable zoning laws and ordinances constitutes a
legal non-conforming use which, in the event of casualty or destruction, may be
restored or repaired to materially the same extent of the use or structure at
the time of such casualty or such Mortgaged Property is covered by law and
ordinance insurance in an amount customarily required by reasonably prudent
commercial mortgage lenders. With the exception of the Mortgage Loans identified
on Schedule V hereto, each related Mortgaged Property had, as of the date of the
origination of such Mortgage Loan, an insurance policy in place (which may be a
blanket policy) covering acts of terrorism or damage related thereto (excluding
acts involving nuclear, biological or chemical terrorism). Additionally, for any
Mortgage Loan having a Cut-off Date Principal Balance equal to or greater than
$20,000,000, the insurer for all of the required coverages set forth herein has
a claims paying ability rating from S&P, Fitch or A.M. Best of not less than
"A-" (or the equivalent). With respect to each Mortgage Loan, the related
Mortgage requires that the related Borrower or a tenant of such Borrower
maintain insurance as described above or permits the mortgagee to require
insurance as described above, except that with respect to terrorism coverage
described above, the Mortgage may contain conditions with respect to requiring
such coverage. Except under circumstances that would be reasonably acceptable to
a prudent commercial mortgage lender or that would not otherwise materially and
adversely affect the security intended to be provided by the related Mortgage,
the Mortgage for each Mortgage Loan provides that proceeds paid under any such
casualty insurance policy will (or, at the lender's option, will) be applied
either to the repair or restoration of the related Mortgaged Property with the
lender or a trustee appointed by it having the right to hold and disburse such
proceeds as the repair or restoration progresses or to the payment of amounts
due under such Mortgage Loan; provided that the related Mortgage may entitle the
related Borrower to any portion of such proceeds remaining after the repair or
restoration of the related Mortgaged Property or payment of amounts due under
the Mortgage Loan; and provided, further, that, if the related Borrower holds a
leasehold interest in the related Mortgaged Property, the application of such
proceeds will be subject to the terms of the related Ground Lease (as defined in
Paragraph 18 below). To Seller's actual knowledge, all insurance policies
described above are with an insurance carrier qualified to write insurance in
the relevant jurisdiction.
15. Taxes and Assessments. As of the date of origination and to the
Seller's knowledge, as of the date hereof, there are no delinquent taxes or
assessments or other outstanding charges affecting any Mortgaged Property
securing a Mortgage Loan which are a lien of priority equal to or higher than
the lien of the related Mortgage that are not otherwise covered by an escrow of
funds sufficient to pay such charge. For purposes of this representation and
warranty, real property taxes, assessments and other outstanding charges shall
not be considered delinquent until the date on which interest and/or penalties
would be payable thereon.
16. Borrower Bankruptcy. No Borrower under a Mortgage Loan is a debtor
in any state or federal bankruptcy or insolvency proceeding; to the Seller's
knowledge, at the time of origination of a Mortgage Loan, no guarantor under
such Mortgage Loan was a debtor in any state or federal bankruptcy or insolvency
proceeding; and to the Seller's actual knowledge, no guarantor under a Mortgage
Loan is a debtor in any state or federal bankruptcy or insolvency proceeding.
17. Local Law Compliance. To the Seller's knowledge, based on due
diligence customarily undertaken by prudent commercial mortgage lenders, the
improvements located on or forming part of each Mortgaged Property securing a
Mortgage Loan are in material compliance with applicable zoning laws and
ordinances, or constitute a legal non-conforming use or structure or, if any
such improvement does not so comply or does not constitute a legal
non-conforming use or structure, such non-compliance and failure does not
materially and adversely affect the value of the related Mortgaged Property.
18. Leasehold Estate Only. If a Mortgage Loan is secured by the
interest of a Borrower as a lessee under a ground lease of all or any portion of
a Mortgaged Property (together with any and all written amendments and
modifications thereof and any and all estoppels from the ground lessor, a
"Ground Lease"), but not by the related fee interest in such Mortgaged Property
or such portion thereof (the "Fee Interest"), then:
(a) Such Ground Lease or a memorandum thereof has been duly
recorded; such Ground Lease permits the interest of the lessee
thereunder to be encumbered by the related Mortgage and does
not prohibit the current use of the related Mortgaged Property
by such lessee; and there has been no material change in the
terms of such Ground Lease since its recordation, with the
exception of written instruments which are a part of the
related Mortgage File and no change in the terms of such
Ground Lease has occurred since the date due diligence
materials with respect to such Mortage Loan were shipped by
the Seller for delivery to GMACCM as indicated on Schedule VI
hereto;
(b) Such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage,
other than the related Fee Interest and Permitted Encumbrances
and such Ground Lease provides that it shall remain superior
to any mortgage or other lien upon the related Fee Interest;
(c) The Borrower's interest in such Ground Lease is assignable to
the Depositor and its successors and assigns upon notice to,
but without the consent of, the lessor thereunder (or, if such
consent is required, it has been obtained) and, in the event
that it is so assigned, is further assignable to the Trustee
and its successors and assigns upon notice to, but without the
need to obtain the consent of, such lessor;
(d) Such Ground Lease is in full force and effect, and the Seller
has not received as of the date hereof actual notice that any
material default has occurred under such Ground Lease and the
lessor under such Ground Lease has been sent notice of the
lien evidenced by the Mortgage in accordance with the terms of
the Ground Lease;
(e) Such Ground Lease requires the lessor thereunder to give
notice of any default by the lessee to the mortgagee under
such Mortgage Loan (provided that such mortgagee has provided
the lessor with notice of its lien in accordance with the
provisions of such Ground Lease);
(f) Either (i) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the mortgagee
under such Mortgage Loan or (ii) such mortgagee is permitted a
reasonable opportunity (including, where necessary, sufficient
time to gain possession of the interest of the lessee under
such Ground Lease) to cure any default under such Ground
Lease, which is curable after the receipt of notice of any
such default, before the lessor thereunder may terminate such
Ground Lease;
(g) Such Ground Lease either has an original term (or an original
term plus options exercisable by the holder of the related
Mortgage) which extends not less than twenty years beyond the
amortization term of such Mortgage Loan, or if such Mortgage
Loan provides for payments of interest only, extends not less
than twenty years beyond the maturity date of such Mortgage
Loan;
(h) Such Ground Lease requires the lessor to enter into a new
lease with the mortgagee under such Mortgage Loan upon
termination of such Ground Lease for any reason, including
rejection of such Ground Lease in a bankruptcy proceeding;
(i) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds (other than in
respect of a total or substantially total loss or taking) will
be applied either (i) to the repair or restoration of all or
part of the related Mortgaged Property, with the mortgagee
under such Mortgage Loan or a trustee appointed by it having
the right to hold and disburse such proceeds as the repair or
restoration progresses (except in such cases 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 (ii) to the payment of the
outstanding principal balance of such Mortgage Loan together
with any accrued interest thereon;
(j) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially unreasonable
by a prudent commercial mortgage lender; and such Ground Lease
contains a covenant that the lessor thereunder is not
permitted, in the absence of an uncured default (after notice
to lender and the expiration of the applicable grace period),
to disturb the possession, interest or quiet enjoyment of any
lessee in the relevant portion of the Mortgaged Property
subject to such Ground Lease for any reason, or in any manner,
which would materially adversely affect the security provided
by the related Mortgage;
(k) Such Ground Lease may not be amended or modified without the
prior consent of the mortgagee under such Mortgage Loan, and
any such action without such consent is not binding on such
mortgagee, its successors or assigns;
(l) Unless otherwise set forth in such Ground Lease, such Ground
Lease does not permit any increase in the amount of rent
payable by the ground lessee thereunder during the term of
such Mortgage Loan; and
(m) The terms of such Ground Lease have not been waived, modified,
satisfied, impaired, canceled, subordinated or rescinded in
any manner which materially interferes with the security
intended to be provided by the related Mortgage.
19. Leasehold Estate and Fee Interest. If any Mortgage Loan is secured
in whole or in part by the interest of the related Borrower under a Ground Lease
and by the related Fee Interest:
(a) Such Fee Interest is subject to the related Mortgage; and the
related Mortgage does not by its terms provide that it will be
subordinated to the lien of any other mortgage or other lien
upon such Fee Interest; and
(b) Upon occurrence of a default under the terms of the related
Mortgage by the Borrower, the mortgagee has the right to
foreclose upon or otherwise exercise its rights and respect to
such Fee Interest within a period of time that would not have
been viewed, as of the date of origination, as commercially
unreasonable by a prudent commercial mortgage lender.
20. Borrower's Interest in Mortgaged Property. The interest of the
related Borrower in the Mortgaged Property securing each Mortgage Loan includes
a fee simple interest in real property, a leasehold interest under a Ground
Lease or both.
21. Escrow Deposits. With respect to escrow deposits and payments
relating to any Mortgage Loan, all such deposits and payments have been
delivered or will be delivered in accordance with the terms of the Pooling and
Servicing Agreement to the Master Servicer on behalf of the Trustee.
22. Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule in Treasury Regulation Section 1.860G-2 (f)(2) that treats a defective
obligation as a qualified mortgage or any substantially similar successor
provision), and 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 Section 860G(a)(8) of
the Code.
23. Advancement of Funds. No holder of a Mortgage Loan has advanced
funds or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the related Mortgaged Property (other than amounts
paid by the tenant as specifically provided under a related lease), directly or
indirectly, for the payment of any amount required by such Mortgage Loan, except
for interest accruing from the date of origination of such Mortgage Loan or the
date of disbursement of the Mortgage Loan proceeds, whichever is later, to the
date which preceded by 30 days the first due date under the related Note.
24. Equity Interest. No Mortgage Loan is automatically convertible into
an equity ownership interest in the related Mortgaged Property or the related
Borrower.
25. Legal Proceedings. To the Seller's knowledge, at the time of
origination of a Mortgage Loan, there were, and to the Seller's actual
knowledge, as of the date hereof, there are, no pending or threatened actions,
suits or proceedings by or before any court or governmental authority against or
affecting the Borrower under such Mortgage Loan or the related Mortgaged
Property that, if determined adversely to such Borrower or Mortgaged Property,
would materially and adversely affect the value of the Mortgaged Property or the
ability of the Borrower to pay principal, interest or any other amounts due
under such Mortgage Loan.
26. Other Mortgage Liens. None of the Mortgage Loans permits the
related Mortgaged Property to be encumbered by any mortgage lien junior to or of
equal priority with the lien of the related Mortgage without the prior written
consent of the holder thereof. Except as set forth in Schedule V hereto, as of
the date of origination, the related Mortgaged Property was not encumbered by
any mortgage lien junior to or of equal priority with the lien of the related
Mortgage. As of the date hereof, the related Mortgaged Property is not
encumbered by any mortgage liens of equal priority with the lien of the related
Mortgage, and to Seller's actual knowledge, except as set forth in Schedule V
hereto, the related Mortgaged Property is not encumbered by any mortgage liens
junior to the lien of the related Mortgage.
27. No Mechanics' Liens. To the Seller's knowledge, based on due
diligence customarily performed by commercially reasonable lenders in the
origination of comparable mortgage loans, as of the origination date, and
otherwise to Seller's actual knowledge as of the date hereof, (a) each Mortgaged
Property securing a Mortgage Loan is free and clear of any and all mechanics'
and materialmen's liens that are not bonded or escrowed for or affirmatively
covered by title insurance, and (b) no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage unless insured against under the related Title Policy. The
Seller has not received notice with respect to any Mortgage Loan that any
mechanics' and materialmen's liens have encumbered the related Mortgaged
Property since origination that have not been released, bonded or escrowed for
or affirmatively covered by title insurance.
28. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
29. Licenses and Permits. To the Seller's knowledge, based on due
diligence customarily performed by commercially reasonable lenders in the
origination of comparable mortgage loans, as of the date of origination of each
Mortgage Loan, (i) the related Borrower was in possession of all material
licenses, permits and authorizations required by applicable law for the
ownership of the related Mortgaged Property and (ii) all such licenses, permits
and authorizations were valid and in full force and effect.
30. Servicing Practices. The servicing and collection practices used
with respect to the Mortgage Loans have in all material respects been legal and
met customary standards utilized by prudent institutional commercial and
multifamily mortgage loan servicers with respect to "whole loans".
31. Cross-collateralization. No Mortgage Loan is cross-collateralized
with any loan which is outside the Mortgage Loan Pool.
32. Releases of Mortgaged Property. No Note or Mortgage requires the
mortgagee to release all or any material portion of the related Mortgaged
Property from the lien of the related Mortgage except upon (i) payment in full
of all amounts due under the related Mortgage Loan, (ii) delivery of
non-callable "government securities" within the meaning of Treas. Reg. Section
1.860G-2(a)(8)(i) in connection with a defeasance of the related Mortgage Loan,
or (iii) releases of portions of the Mortgaged Property (a) which will not have
a material adverse effect on the value of the collateral for the related
Mortgage Loan or (b) 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;
provided that the Mortgage Loans that are Crossed Mortgage Loans, and the other
individual Mortgage Loans secured by multiple parcels, may require the
respective mortgagee(s) to grant releases of portions of the related Mortgaged
Property or, in the case of a group of Crossed Mortgage Loans, the release of
one or more related Mortgaged Properties upon (i) the satisfaction of certain
legal and underwriting requirements and (ii) the payment of a release price of
at least 125% of the allocated loan amount of such property and prepayment
consideration in connection therewith; and provided, further, that certain
groups of Crossed Mortgage Loans may permit the related Borrower to obtain the
release of one or more of the related Mortgaged Properties by substituting
comparable real estate property, subject to, among other conditions precedent,
receipt of confirmation from each Rating Agency that such release and
substitution will not result in a qualification, downgrade or withdrawal of any
of its then-current ratings of the Certificates. Each Mortgage Loan that
contains a provision for any defeasance of mortgage collateral permits
defeasance (i) no earlier than two years following the Closing Date, (ii) only
with substitute collateral constituting non-callable "government securities"
within the meaning of Treas. Reg. Section 1.860G-2(a)(8)(i) and (iii) to the
Seller's actual knowledge, only for the purpose of facilitating the disposition
of mortgaged real property and not as part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages. 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).
33. No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property, or provide for the negative amortization of
interest, except that, in the case of an ARD Loan, such Mortgage Loan provides
that during the period commencing on or about the Anticipated Repayment Date and
continuing until such Mortgage Loan is paid in full, (i) additional interest
shall accrue and may be compounded monthly and shall be payable only after the
outstanding principal of such Mortgage Loan is paid in full, and (ii) a portion
of the cash flow generated by such Mortgaged Property will be applied each month
to pay down the principal balance thereof in addition to the principal portion
of the related Monthly Payment.
34. Fixed Rate Loans. 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.
35. Inspection. In connection with the origination of each Mortgage
Loan, the Seller inspected, or caused the inspection of, the related Mortgaged
Property.
36. No Material Default. To the Seller's knowledge, there exists no
monetary default and no other default, breach, violation or event of
acceleration (and no event, other than payments due but not yet delinquent,
which, with the passage of time or the giving of notice and the expiration of
any grace or cure period, or both, would constitute any of the foregoing) under
the Note or Mortgage for any Mortgage Loan, in any such case to the extent the
same materially and adversely affects the value of the Mortgage Loan and the
related Mortgaged Property; provided, however, that this representation and
warranty does not cover any default, breach, violation or event of acceleration
that specifically pertains to or arises out of the subject matter otherwise
covered by any other representation and warranty made by the Seller in this
Exhibit A.
37. Due-on-Sale. Each Mortgage contains a "due-on-sale" clause that
provides for the acceleration of the payment of the unpaid principal balance of
such Mortgage Loan if, without the prior written consent of the holder, the
Mortgaged Property subject to such Mortgage, is directly or indirectly
transferred or sold. Except with respect to transfers of certain limited
partnership interests which do not result in a change of control, and 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) and except as set forth in Schedule V hereto, each Mortgage
Loan also 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, a majority interest in the related Borrower is directly or
indirectly transferred or sold.
38. Single Purpose Entity. The Borrower on each Mortgage Loan that,
individually or together with the Mortgage Loans of affiliated Borrowers,
represented 5% or more of the aggregate Cut-off Date Principal Balances of the
Mortgage Loan Pool, was, as of the origination of the Mortgage Loan, a Single
Purpose Entity. For this purpose, a "Single Purpose Entity" shall mean an
entity, other than an individual, whose organizational documents provide
substantially to the effect that it was formed or organized solely for the
purpose of owning and operating one or more of the Mortgaged Properties securing
Mortgage Loans and prohibit it from engaging in any business unrelated to such
Mortgaged Property or Properties, and whose organizational documents further
provide, or which entity represented in the related Mortgage Loan documents,
substantially to the effect that it does not have any material assets other than
those related to its interest in and operation of such Mortgaged Property or
Properties, or any indebtedness other than as permitted by the related
Mortgage(s) or the other related Mortgage Loan documents, that it has its own
books and records and accounts separate and apart from any other Person, and
that it holds itself out as a legal entity, separate and apart from any other
Person.
39. [Reserved]
40. Whole Loan. Each Mortgage Loan is a whole loan and not a
participation interest in a mortgage loan.
41. No Waivers. The Seller has not waived any material default, breach,
violation or event of acceleration existing under the Mortgage or Note for any
Mortgage Loan, except by a written instrument contained in the related Mortgage
File, which instrument has been taken into account by the Seller when giving the
representations and warranties set forth herein.
42. Tax Parcels. Each Mortgaged Property constitutes one or more
complete separate tax lots or is the subject of an endorsement under the related
Title Policy or in certain instances an application has been made to the
applicable governing authority for creation of separate tax lots and such
application has been approved and such separate tax lots shall be effective for
the next tax year.
43. ARD Loans. Each ARD Loan requires scheduled monthly payments of
principal. If any ARD Loan is not paid in full by its Anticipated Repayment
Date, and assuming it is not otherwise in default, the rate at which such ARD
Loan accrues interest will increase to the sum of the original Mortgage Rate and
a specified margin.
44. Security Interests. Subject to the exceptions set forth in
Paragraph 13 above, the security agreements and other similar instruments, if
any, related to the Mortgage Loan establish and create, and a UCC financing
statement has been filed and/or recorded in all places required by applicable
law for the perfection of (to the extent that the filing of such a UCC financing
statement can perfect such a security interest), a valid security interest in
the personal property granted under such Mortgage (and any related security
agreement or instrument), which in all cases includes furniture, fixtures and
equipment important to the operation of the Mortgaged Property, and if such
Mortgaged Property is a restaurant, hotel, golf course, mobile home park,
assisted living facility, healthcare facility, fitness center, self-storage
facility or theatre operated by the related Borrower, to the Seller's knowledge,
such personal property constitutes all the personal property required to operate
the Borrower's business; any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan (together
with the UCC financing statements described above) establishes and creates a
valid and enforceable lien and first priority security interest on the
collateral described therein (subject to the exceptions set forth in Paragraph
13 above), except for certain property subject to purchase money security
interests, personal property leases and other security interests which would be
approved by commercially prudent lenders in the origination of comparable
mortgage loans. In the case of each Mortgage Loan secured by a restaurant,
hotel, healthcare facility, fitness center, self-storage facility or theatre,
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 revenues with respect to
such Mortgaged Property (to the extent that such security interest can be
perfected by the filing of such UCC Financing Statements). The Depositor or
Trustee or a designee thereof is authorized to file an assignment of each UCC
financing statement relating to the Mortgage Loan in the filing office in which
such financing statement was filed. Each Mortgage Loan and the related Mortgage
(along with any security agreement and UCC financing statement), together with
applicable state law, contain customary and enforceable provisions (subject to
the exceptions set forth in Paragraph 13 above) such as to render the rights and
remedies of the holder thereof adequate for the practical realization against
the personal property collateral described above of the principal benefits of
the security intended to be provided thereby.
45. Disclosure to Environmental Insurer. If the Mortgaged Property
securing any Mortgage Loan is covered by a secured creditor impairment
environmental insurance policy or in lieu thereof, an insurance policy insuring
against certain losses arising from environmental circumstances and conditions,
then the Seller:
(i) has disclosed, or is aware that there has been disclosed, in
the application for such policy or otherwise to the insurer
under such policy the "pollution conditions" (as defined in
such policy) identified in any environmental reports related
to such Mortgaged Property which are in the Seller's
possession or are otherwise known to the Seller; or
(ii) has delivered or caused to be delivered to the insurer under
such policy copies of all environmental reports in the
Seller's possession related to such Mortgaged Property;
in each case to the extent required by such policy or to the extent the failure
to make any such disclosure or deliver any such report would materially and
adversely affect the Trustee's ability to recover under such policy. The entire
premium for any such policy has been paid in full, and the policy is in full
force and effect. The Trustee is a named insured of such policy, and such policy
permits coverage to be extended to successor trustees and servicers upon
appropriate notice being given to the insurer thereof.
46. Prepayment Premiums and Yield Maintenance Charges. Prepayment
Premiums and Yield Maintenance Charges payable with respect to such Mortgage
Loan, if any, constitute "customary prepayment penalties" within meaning of
Treasury Regulation Section 1.860G-1(b)(2).
47. Delivery of Financial Information. The related Borrower covenanted
under the related Mortgage Loan documents to deliver at least annually to the
mortgagee under such Mortgage Loan an operating statement of the related
Mortgaged Property.
48. Servicing Rights. Except as provided in the Pooling and Servicing
Agreement, any permitted subservicing agreements and servicing rights purchase
agreements pertaining thereto, no Person has been granted or conveyed the right
to service any Mortgage Loan or receive any consideration in connection
therewith.
49. Recourse. Each Mortgage Loan is non-recourse, except that the
Borrower and either: a principal of the Borrower; an entity controlled by a
principal of the Borrower; or other guarantor, with significant assets other
than any interest in the Borrower is liable in the event of: (i) fraud, (ii)
misapplication or misappropriation of rents, insurance payments, condemnation
awards or tenant security deposits, (iii) intentional acts of waste, or (iv)
violation of applicable environmental laws or breaches of environmental
covenants. No waiver of liability for such non-recourse exceptions has been
granted to the Borrower or any such guarantor or principal by the Seller or
anyone acting on behalf of the Seller.
50. Assignment of Collateral. There is no material collateral securing
any Mortgage Loan that is not being assigned to the Depositor.
51. Originator's Authorization To Do Business. To the extent required
under applicable law to assure the enforceability of a Mortgage Loan, as of the
Mortgage Loan's funding date and at all times when it held such Mortgage Loan,
the originator of each Mortgage Loan was authorized to do business in the
jurisdiction in which the related Mortgaged Property is located.
52. No Fraud In Origination. In the origination of the Mortgage Loan,
none of the Seller, any originator affiliated with the Seller or any employee or
agent of Seller or such originator participated in any fraud or material
misrepresentation with respect to the Borrower, the Mortgaged Property or any
guarantor. To Seller's actual knowledge, no Borrower is guilty of defrauding or
making a material misrepresentation to the Seller or originator with respect to
the origination of the Mortgage Loan, the Borrower or the Mortgaged Property.
53. Appraisal. The Seller will deliver to the Servicer with respect to
each Mortgage Loan an appraisal of the related Mortgaged Property, which
appraisal is signed by an appraiser, who, to 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; to the
Seller's actual knowledge, the appraisal and appraiser both satisfied the
requirements of the "Uniform Standards of Professional Appraisal Practice" as
adopted by the Appraisal Standards Board of the Appraisal Foundation, all as in
effect on the date the Mortgage Loan was originated.
54. Defeasance. With respect to any Mortgage Loan that contains a
provision for any defeasance of mortgage collateral (a "Defeasance Loan"), the
related Note or Mortgage provides that the defeasance option is not exercisable
prior to a date that is at least two (2) years following the Closing Date and is
otherwise in compliance with applicable statutes, rules and regulations
governing REMICs; requires prior written notice to the holder of the Mortgage
Loan of the exercise of the defeasance option and payment by Borrower of all
related reasonable fees, costs and expenses as set forth below; requires the
Mortgage Loan (or the portion thereof being defeased) to be assumed by a
Single-Purpose Entity; and requires counsel to provide a legal opinion that the
Trustee has a perfected security interest in substitute collateral described
below prior to any other claim or interest. In addition, each Mortgage Loan that
is a Defeasance Loan permits defeasance only with substitute collateral
constituting non-callable "government securities" within the meaning of Treas.
Reg. Section 1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled
payments under the Note (or the portion thereof being defeased, or, if such
partial release involves the release of one or more Mortgaged Properties from a
multi-property Mortgage Loan, 125% of the allocated loan amount for such
released Mortgaged Properties) when due, and in the case of ARD Loans, assuming
the Anticipated Repayment Date is the Maturity Date; and such Borrower is
required to deliver from an independent accountant a letter certifying that such
substitute collateral is sufficient to make all scheduled payments under the
Note. To Seller's actual knowledge, defeasance under the Mortgage Loan is only
for the purpose of facilitating the disposition of a Mortgaged Property and not
as part of an arrangement to collateralize a REMIC offering with obligations
that are not real estate mortgages. With respect to each Defeasance Loan, the
related Note or Mortgage or other related loan document provides that the
related Borrower shall (a) pay all Rating Agency fees associated with defeasance
(if Rating Agency approval 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, or (b) provide all opinions
required under the related loan documents, including, if applicable, a REMIC
opinion and an opinion that the related security agreement is fully enforceable
in accordance with its terms (subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium, and other laws affecting the
enforcement of creditors' rights generally, and by general principles of equity)
and any applicable rating agency letters confirming no downgrade or
qualification of ratings on any classes in the transaction. Additionally, for
any Mortgage Loan having a Cut-off Date Principal Balance equal to or greater
than $20,000,000, the Mortgage Loan or the related documents require
confirmation from the Rating Agency that exercise of the defeasance option will
not cause a downgrade or withdrawal of the rating assigned to any securities
backed by the Mortgage Loan and require the Borrower to pay any Rating Agency
fees and expenses in connection with defeasance.
55. Rating Agency Fees. With respect to each Mortgage Loan, the
Mortgage Loan documents require the Borrower to pay all fees and expenses
incurred by the Borrower or the mortgagee, including, to the extent Rating
Agency approval is required pursuant to the Pooling and Servicing Agreement, any
fees or expenses charged by such Rating Agency, in connection with any loan
assumption, release or substitution of collateral or defeasance.
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 Financial, Inc., 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-CP5 (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
December, 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 Xxxxxx, 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 Xxxxx Fargo
Bank Minnesota, N.A., as trustee for Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2002-CP5,
whose address is 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 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 December 1, 2002 between
ASSIGNOR and Credit Suisse First Boston Mortgage Securities Corp.
[NOTE: AS IN PRIOR TRANSACTIONS, PNC BANK WILL USE ITS CUSTOMARY FORM
OF ASSIGNMENT AND ATTACH SUCH FORM AS EXHIBIT C TO ITS AGREEMENT.]
IN WITNESS WHEREOF, the ASSIGNOR has duly executed this Assignment the
__ day of ________ 2002.
IN PRESENCE OF:
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 limited liability company and (2) he executed said instrument as the act
and deed of said limited liability 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
AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
COLUMN FINANCIAL, INC.
TO
XXXXX FARGO BANK MINNESOTA, N.A.., AS TRUSTEE
RECORD AND RETURN TO:
