EXECUTION COPY
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, dated as of March 24, 2002 (this
"Agreement"), is by and between DLJ Mortgage Capital, Inc., a Delaware
corporation ("Seller"), and Credit Suisse First Boston Mortgage Securities
Corp., a Delaware corporation ("Buyer"). Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the pooling and
servicing agreement, dated as of March 24, 2002, among Credit Suisse First
Boston Mortgage Securities Corp., as the depositor, DLJ Mortgage Capital, Inc.,
as seller, The Cit Group/Sales Financing, Inc., as servicer, Olympus Servicing,
L.P., as special servicer and JPMorgan Chase Bank, as the trustee.
For and in consideration of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
1. The Seller hereby sells, grants, transfers and assigns to Buyer,
without recourse, all of the right, title and interest of Seller, in, to and
under (a) (i) each Contracts listed on Exhibit A attached hereto (the
"Contracts"), including all principal received or receivable on or with respect
to such Contracts on or after the date hereof, (ii) all interest received or
receivable on or with respect to such Contracts on or after April 1, 2002 and
(iii) seven days interest on the aggregate principal balance of such Contracts
as of the date hereof at a per annum rate equal to the weighted average of the
Net Contract Rates of the Contracts as of the date hereof (calculated on the
basis of twelve 30-day months); (b) those certain agreements listed on Exhibit B
attached hereto (the "Agreements") with respect to the Contracts and (c) the
September Credit Support Agreement, dated November 21, 2001 (the "September
Credit Support Agreement"), by and among the Seller, CIT Group Inc. (formerly
known as Tyco Capital Corporation), The CIT Group/Sales Financing, Inc. and The
CIT Group/Consumer Finance, Inc. (NY) relating to the Contracts, and the Buyer
hereby agrees to buy such Contracts and rights in such Agreements and the
September Credit Support Agreement for a purchase price of $102,613,795.65 (the
"Purchase Price"). The parties hereto acknowledge that such Purchase Price is
the fair market value of the Contracts and the rights in such Agreements and the
September Credit Support Agreement.
The Seller specifically reserves and does not assign to the Buyer
hereunder any and all right, title and interest in, to and under and all
obligations of the Seller with respect to any contracts subject to the
Agreements which are not the Contracts set forth on Exhibit A attached hereto
and are not the subject of this Purchase Agreement.
2. The Seller warrants and represents to, and covenants with, the
Buyer that:
a. The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite corporate power and authority to acquire, own and purchase
the Contracts;
b. The Seller has full corporate power and authority to execute,
deliver and perform its obligations under this Purchase, and to consummate the
transactions set forth herein. The execution, delivery and performance by the
Seller of this Purchase Agreement, and the consummation by it of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action of the Seller. This Purchase Agreement has been duly executed
and delivered by the Seller and constitutes the valid and legally binding
obligation of the Seller enforceable against the Seller in accordance with its
respective terms subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors' rights
generally and to general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;
c. To the best of Seller's knowledge, no material consent,
approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by the Seller
in connection with the execution, delivery or performance by the Seller of this
Purchase Agreement, or the consummation by it of the
transactions contemplated hereby;
d. The Seller is the lawful owner of the Contracts and the
September Credit Support Agreement with the full right to transfer the Contracts
and the September Credit Support Agreement free from any and all claims and
encumbrances whatsoever;
e. The Seller has not received notice of, and has no knowledge
of, any offsets, counterclaims or other defenses with respect to the Agreements,
the Contracts or the September Credit Support Agreement;
f. The Seller has not waived or agreed to any waiver under, or
agreed to any amendment or other modification of, the Agreements, the Contracts
or the September Credit Support Agreement, including without limitation the
transfer of the servicing obligations under the Agreements. The Seller has no
knowledge of, and has not received notice of, any waivers under or amendments or
other modifications of, or assignments of rights or obligations under or
defaults under, the Agreements, the September Credit Support Agreement or the
Contracts; and
g. Neither the Seller nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Contracts, any
interest in the Contracts or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the Contracts,
any interest in the Contracts or any other similar security from, or otherwise
approached or negotiated with respect to the Contracts, any interest in the
Contracts or any other similar security with, any person in any manner, or made
by general solicitation by means of general advertising or in any other manner,
or taken any other action which would constitute a distribution of the Contracts
under the Securities Act of 1933 (the "1933 Act") or which would render the
disposition of the Contracts a violation of Section 5 of the 1933 Act or require
registration pursuant thereto.
3. The Buyer warrants and represents to, and covenants with, the
Seller that:
a. The Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
and has all requisite corporate power and authority to acquire, own and purchase
the Contracts;
b. The Buyer has full corporate power and authority to execute,
deliver and perform its obligations under this Purchase Agreement, and to
consummate the transactions set forth herein. The execution, delivery and
performance by the Buyer of this Purchase Agreement, and the consummation by it
of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action of the Buyer. This Purchase Agreement has been duly
executed and delivered by the Buyer and constitutes the valid and legally
binding obligation of the Buyer enforceable against the Buyer in accordance with
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its respective terms subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law
(except as enforcement of such terms may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies);
c. To the best of Buyer's knowledge, no material consent,
approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by the Buyer in
connection with the execution, delivery or performance by the Buyer of this
Purchase Agreement, or the consummation by it of the transactions contemplated
hereby;
d. The Buyer agrees to be bound by all of the terms, covenants
and conditions of the Agreements and the Contracts, and from and after the date
hereof, the Buyer assumes for the benefit of the Seller all of the Seller's
obligations thereunder, with respect to the Contracts;
e. The Buyer understands that the Contracts have not been
registered under the 1933 Act or the securities laws of any state;
f. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge with respect to financial and
business matters that it is capable of evaluating the merits and the risks of
investment in the Contracts;
g. The Buyer has been furnished with all information regarding
the Contracts that it has requested from the Seller; and
h. Either: (1) the Buyer is not an employee benefit plan ("Plan")
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the meaning of
Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended ("Code"),
and the Buyer is not directly or indirectly purchasing the Contracts on behalf
of, as investment manager of, as named fiduciary of, as Trustee of, or with
assets of, a Plan; or (2) the Buyer's purchase of the Contracts will not result
in a prohibited transaction under section 406 of ERISA or Section 4975 of the
Code.
4. This Purchase Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part, except by
a written instrument signed by duly authorized representatives of the parties
hereto.
5. This Purchase Agreement may be assigned by the Buyer at any time
without the prior consent of the Seller.
6. This Purchase Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
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7. THIS PURCHASE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
8. It is the express intent of the parties hereto that the conveyance
of the Contracts, by the Seller to the Buyer be, and be construed as, an
absolute sale thereof. It is, further, not the intention of the parties that
such conveyance be deemed a pledge thereof. However, in the event that,
notwithstanding the intent of the parties, such assets are held to be the
property of the Seller, or if for any other reason this Purchase Agreement is
held or deemed to create a security interest in either such assets, then (i)
this Purchase Agreement shall be deemed to be a security agreement within the
meaning of the Uniform Commercial Code of the State of New York and (ii) the
conveyance provided for in this Purchase Agreement shall be deemed to be an
assignment and a grant by the Seller to the Buyer, of a security interest in all
of the assets transferred, whether now owned or hereafter acquired. The Seller
for the benefit of the Buyer shall, to the extent consistent with this Purchase
Agreement, take such actions as may be necessary to ensure that, if this
Purchase Agreement were deemed to create a security interest in the Contracts,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of the Agreement. The Seller shall arrange for filing any Uniform
Commercial Code continuation statements in connection with any security interest
granted by the Seller to the Buyer.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.
SELLER: BUYER:
DLJ MORTGAGE CAPITAL, INC. CREDIT SUISSE FIRST BOSTON MORTGAG
SECURITIES CORP.
By: By:
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Name: Xxxxx Xxxx Name: Xxxx Xxxxxxx
Title: Vice President Title: Vice President
Taxpayer Identification Number: Taxpayer Identification Number:
00-0000000 00-0000000
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EXHIBIT A
Contract Schedule
[Provided Upon Request]
EXHIBIT B
List of Agreements
1. Master Manufactured Housing Purchase, Sale and Servicing Agreement (the
"Sale and Servicing Agreement") dated as of June 29, 2001, among The CIT
Group/Sales Financing, Inc., The CIT Group/Consumer Financing, Inc. (NY),
The CIT Group, Inc. and DLJ Mortgage Capital, Inc. (a copy of which is
attached to this Exhibit B)
2. Xxxx of Sale (as defined in the Sale and Servicing Agreement)
3. Term Sheet (as defined in the Sale and Servicing Agreement) for the
Contracts (as defined in this Purchase Agreement).
