MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and
effective as of December 11, 1996, between Citicorp Real Estate, Inc. as seller
(the "Seller") and Mortgage Capital Funding, Inc. as purchaser (the
"Purchaser").
The Seller desires to sell, assign, transfer and otherwise convey to
or at the direction of the Purchaser, and the Purchaser desires to purchase (for
its own benefit or on behalf of the Trust Fund (as defined below)), subject to
the terms and conditions set forth herein, the multifamily and commercial
mortgage loans (the "Mortgage Loans") identified on the schedule annexed hereto
as Exhibit A (the "Mortgage Loan Schedule"), as such schedule may be amended
from time to time pursuant to the terms hereof. Certain of the Mortgage Loans
(the "PNC Mortgage Loans") were purchased by the Seller from PNC Bank, National
Association ("PNC Bank") pursuant to a mortgage loan purchase agreement, dated
the date hereof (the "PNC Mortgage Loan Purchase Agreement"), between PNC Bank
and the Seller. Certain of the Mortgage Loans (the "NMCC Mortgage Loans"; all
Mortgage Loans which are not NMCC Mortgage Loans, the "CREI Mortgage Loans")
were purchased by the Seller from NationsBanc Mortgage Capital Corporation
("NMCC") pursuant to a mortgage loan purchase agreement, dated the date hereof
(the "NMCC Mortgage Loan Purchase Agreement"), between NMCC and the Seller.
The Purchaser intends to create a trust fund (the "Trust Fund"), the
primary assets of which will be the Mortgage Loans, and beneficial ownership of
which will be evidenced by a series of mortgage pass-through certificates (the
"Certificates"). Certain classes of the Certificates will be rated by Fitch
Investors Service, L.P. and/or Xxxxx'x Investors Service, Inc., (together, the
"Rating Agencies"). Certain classes of the Certificates (the "Registered
Certificates") will be registered under the Securities Act of 1933, as amended
(the "Securities Act"). The Trust Fund will be created and the Certificates will
be issued pursuant to a pooling and servicing agreement, dated as of December 1,
1996 (the "Pooling and Servicing Agreement"), among the Purchaser as sponsor,
the Seller as mortgage loan seller, NMCC as an additional warranting party, GMAC
Commercial Mortgage Corporation as master servicer (in such capacity, the
"Master Servicer") and as special servicer (in such capacity, the "Special
Servicer"), LaSalle National Bank as trustee (in such capacity, the "Trustee")
and REMIC administrator (in such capacity, the "REMIC Administrator") and ABN
AMRO Bank N.V. as fiscal agent. Capitalized terms used but not otherwise defined
herein have the respective meanings assigned to them in the Pooling and
Servicing Agreement.
The Purchaser intends to sell the Certificates to Citibank, N.A.
("Citibank") and NationsBanc Capital Markets, Inc. ("NationsBanc") pursuant to,
in the case of the Registered Certificates, an underwriting agreement dated the
date hereof (the "Underwriting Agreement") and, in the case of the remaining
Certificates (the "Non-Registered Certificates"), a certificate purchase
agreement dated the date hereof (the "Certificate Purchase Agreement").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
SECTION 1. Agreement to Purchase.
(a) The Seller agrees to sell, assign, transfer and otherwise convey
to or at the direction of the Purchaser, and the Purchaser agrees to purchase
(for its own benefit or on behalf of the Trust Fund), the Mortgage Loans. The
purchase and sale of the Mortgage Loans shall take place on December 19, 1996 or
such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). As of the close of business on December 1, 1996 (the "Cutoff
Date"), the Mortgage Loans will have an aggregate principal balance (the
"Initial Pool Balance"), after application of all payments of principal due
thereon on or before such date, whether or not received, of $458,055,542,
subject to a variance of plus or minus 5%. The purchase price for the Mortgage
Loans shall be equal to 106.59% of the Initial Pool Balance ($488,228,337), plus
accrued interest and shall be paid to the Seller by wire transfer in immediately
available funds on the Closing Date (or by such other method as the Purchaser
and the Seller may agree).
(b) Pursuant to the Pooling and Servicing Agreement, the Purchaser
will assign, or will direct the Seller to assign, to the Trustee, and the
Trustee will succeed to, all of the right, title and interest of the assigning
party in and to the Mortgage Loans.
SECTION 2. Conveyance of Mortgage Loans.
(a) On the Closing Date, subject only to receipt of the purchase price
referred to in Section 1 hereof, the Seller shall transfer, assign, set over and
otherwise convey to the Purchaser or, if so directed, to the Trustee, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement and the Pooling and Servicing Agreement.
(b) The Purchaser or the Trustee, as the case may be, shall be
entitled to receive all scheduled payments of principal and interest due on the
Mortgage Loans after the Cut-off Date, and all other recoveries of principal and
interest collected thereon after the Cut-off Date. All scheduled payments of
principal and interest due thereon on or before the Cut-off Date and collected
after the Cut-off Date shall belong to the Seller.
(c) On or before the Closing Date, the Seller shall deliver or cause
to be delivered to the Trustee or to a custodian designated by the Trustee (a
"Custodian") all documents required to be delivered by the Seller under the
Pooling and Servicing Agreement and shall otherwise comply with all conveyance
requirements thereof.
(d) The Seller's records will reflect the transfer of the Mortgage
Loans to the Purchaser or the Trustee, as the case may be, as a sale.
SECTION 3. Examination of Mortgage Loan Files and Due Diligence
Review.
The Seller shall reasonably cooperate with any examination of the
Mortgage Files and Servicing Files for the Mortgage Loans that may be undertaken
by or on behalf of the Purchaser. The fact that the Purchaser has conducted or
has failed to conduct any partial or complete examination of the Mortgage Files
and/or Servicing Files relating to the Mortgage Loans shall not affect the
Purchaser's or the Trustee's right to pursue any remedy available in equity or
at law for a breach of the Seller's representations and warranties contemplated
by Section 4.
SECTION 4. Representations, Warranties and Covenants of the Seller.
(a) The Seller shall make such representations and warranties
regarding itself and the Mortgage Loans as are required under the Pooling and
Servicing Agreement.
(b) In addition, the Seller hereby represents and warrants to, and
covenants with, the Purchaser, and for the benefit of Citibank, NationsBanc and
NMCC as of the date hereof that:
(i) The Seller is a corporation duly organized validly existing and in
good standing under the laws of the state of Delaware, and is in compliance
with the laws of each State in which any Mortgaged Property is located to
the extent necessary to ensure the enforceability of each Mortgage Loan and
to perform its obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Seller, and
the performance and compliance with the terms of this Agreement by the
Seller, will not violate the Seller's articles of incorporation and by-laws
or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets.
(iii) The Seller has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the Purchaser, constitutes a valid, legal and binding
obligation of the Seller, enforceable against the Seller in accordance with
the terms hereof, subject to (A) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at law.
(v) The Seller is not in violation of, and its execution and delivery
of this Agreement and its performance and compliance with the terms of this
Agreement will not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory
authority, which violation, in the Seller's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Seller to perform its obligations under this Agreement or the
financial condition of the Seller
(vi) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit the Seller
from entering into this Agreement or, in the Seller's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of the Seller to perform its obligations under this Agreement
or the financial condition of the Seller.
(vii) To the extent of the information included therein in reliance on
the Seller's Information, none of the Prospectus, the Memorandum or,
insofar as they are required to be filed as part of the Registration
Statement pursuant to the No-Action Letters, any Computational Materials or
ABS Term Sheets with respect to the Registered Certificates, contains any
untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading
(in the case of any Computational Materials or ABS Term Sheets, when read
in conjunction with the Prospectus and, in the case of the Memorandum, when
read together with the other information specified therein as being
available for review by investors). (Seller's Information, Prospectus,
Memorandum, Registration Statement, No-Action Letters, Computational
Materials, ABS Term Sheets and Seller's Information are each defined in
Section 8.)
SECTION 5. Repurchases.
The Seller shall repurchase (or cause an affiliate to purchase) any
Mortgage Loan required to be repurchased by it under, and in accordance with,
the Pooling and Servicing Agreement.
SECTION 6. Closing.
The closing of the sale of the Mortgage Loans (the "Closing") shall be
held at the offices of Xxxxxxx Xxxxxxxx & Wood, Two Xxxxx Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(i) All of the representations and warranties of the Seller specified
herein and in the Pooling and Servicing Agreement shall be true and correct
as of the Closing Date;
(ii) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are agreed upon and acceptable to
the Purchaser, shall be duly executed and delivered by all signatories as
required pursuant to the respective terms thereof;
(iii) The Seller shall have delivered and released to the Trustee, the
Master Servicer or a Custodian, as applicable, all documents and funds
required to be so delivered pursuant to the Pooling and Servicing
Agreement;
(iv) The result of any examination of the Mortgage Files and Servicing
Files performed by or on behalf of the Purchaser pursuant to Section 3
hereof shall be satisfactory to the Purchaser in its sole determination;
(v) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with,
and the Seller shall have the ability to comply with all terms and
conditions and perform all duties and obligations required to be complied
with or performed after the Closing Date;
(vi) The Seller shall have paid all fees and expenses payable by it to
the Purchaser or otherwise pursuant to this Agreement; and
(vii) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.
Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.
SECTION 7. Closing Documents.
The Closing Documents shall consist of the following:
(a) This Agreement duly executed and delivered by the Purchaser and
the Seller, and the Pooling and Servicing Agreement duly executed and delivered
by the Purchaser, the Seller and the other parties thereto;
(b) An Officer's Certificate substantially in the form of Exhibit B-1
hereto, executed by the Secretary of the Seller, in his or her individual
capacity, and dated the Closing Date, and upon which the Purchaser and each
underwriter or other initial purchaser of the Certificates (each, a "Certificate
Purchaser") may rely, attaching thereto as exhibits the articles of
incorporation and by-laws of the Seller;
(c) A certificate of good standing with respect to the Seller issued
by the Secretary of State of the State of Delaware, dated not earlier than 45
days prior to the Closing Date;
(d) A certificate of the Seller substantially in the form of Exhibit
B-2 hereto, executed by an executive officer or authorized signatory of the
Seller and dated the Closing Date, and upon which the Purchaser and each
Certificate Purchaser may rely;
(e) A written opinion of Xxxxxxx X. Xxxxx, Esq., or other counsel for
the Seller, substantially in the form of Exhibit B-3 hereto (with any
modifications required by either Rating Agency, and subject to such reasonable
assumptions and qualifications as may be requested by counsel for the Seller and
acceptable to counsel for the Purchaser), dated the Closing Date and addressed
to the Purchaser, each Certificate Purchaser and each Rating Agency, together
with such other written opinions as may be required by a Rating Agency;
(f) One or more accountant's comfort letters relating to the
information regarding the Mortgage Loans contained in the Offering Documents
that is of a statistical nature; and
(g) Such further certificates, opinions and documents as the Purchaser
may reasonably request.
SECTION 8. Indemnification.
(a) The Seller agrees to indemnify and hold harmless the Purchaser,
Citibank, NationsBanc, NMCC, their respective officers and directors, and each
person, if any, who controls the Purchaser, Citibank, NationsBanc or NMCC within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), against any
and all losses, claims, damages or liabilities, joint or several, to which they
or any of them may become subject under the Securities Act, the Exchange Act or
other federal or state statutory law or regulation, at common law, by
contractual arrangement or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Prospectus or the Memorandum, or in any revision or
amendment thereof or supplement thereto, or in any other filing incorporated by
reference therein, or arise out of or are based upon the omission or alleged
omission (in the case of any Computational Materials or ABS Term Sheets, when
read in conjunction with the Prospectus and, in the case of the Memorandum, when
read together with the other information specified therein as being available
for review by investors) to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; but only if and to the
extent that such untrue statement, alleged untrue statement, omission or alleged
omission was made in reliance upon (i) written or oral information regarding the
CREI Mortgage Loans, the related Mortgaged Properties or the related Mortgagors,
furnished to the Purchaser, Citibank and/or NationsBanc, directly or indirectly,
by the Seller or approved by the Seller and used in connection with the
preparation of the Memorandum, the Prospectus or any Computational Materials or
ABS Term Sheets with respect to the Registered Certificates or (ii) any
representations, warranties, statements or covenants of the Seller contained in
this Agreement or any document or certificate delivered pursuant hereto (the
foregoing items (i) and (ii), the "Seller's Information"). For purposes of the
foregoing, "Registration Statement" shall mean collectively the registration
statement No. 33-25068 filed by MCFI on Form S-11 and declared effective on
October 25, 1988 and the registration statement No. 33-63924 filed by MCFI on
Form S-3 and declared effective on August 24, 1993; "Prospectus" shall mean the
prospectus dated December 11, 1996, as supplemented by the prospectus supplement
dated December 11, 1996, relating to the Registered Certificates; "Memorandum"
shall mean the private placement memorandum dated December
11, 1996, relating to the Non-Registered Certificates; "Computational Materials"
shall have the meaning assigned thereto in the no-action letter dated May 20,
1994 issued by the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") to Xxxxxx, Peabody Acceptance Corporation
I, Xxxxxx, Xxxxxxx & Co. Incorporated, and Xxxxxx Structured Asset Corporation
and the no-action letter dated May 27, 1994 issued by the Division of
Corporation Finance of the Commission to the Public Securities Association
(together, the "Xxxxxx Letters"); and "ABS Term Sheets" shall have the meaning
assigned thereto in the no- action letter dated February 17, 1995 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association (the "PSA Letter" and, together with the Xxxxxx Letters, the
"No-Action Letters"). This indemnity agreement will be in addition to any
liability which the Seller may otherwise have.
(b) Promptly after receipt by any person entitled to indemnification
under this Section 8 (each, an "indemnified party") of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the Seller (the "indemnifying party") under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission to notify the indemnifying party will not relieve it from any
liability that it may have to any indemnified party otherwise than under this
Section 8; provided, however, that any increase in such liability as a result of
such failure to notify shall not be an expense of the indemnifying party. In
case any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party or parties shall have reasonably
concluded that there may be legal defenses available to it or them and/or other
indemnified parties that are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not be liable for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by the Purchaser and the indemnifying
party, representing all the indemnified parties under Section 8(a) who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall only be in respect of the counsel
referred to in such clause (i) or (iii).
(c) If the indemnification provided for in this Section 8 is due in
accordance with its terms but is for any reason held by a court to be
unavailable to an indemnified party on grounds of policy or otherwise, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities, in such proportion as is
appropriate to reflect the relative fault of the indemnified and indemnifying
parties in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the indemnified and indemnifying parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties.
(d) The Purchaser and the Seller agree that it would not be just and
equitable if contribution pursuant to Section 8(c) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the considerations referred to in Section 8(c) above. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in this Section 8 shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim, except where the indemnified party is required to bear such
expenses pursuant to this Section 8, which expenses the indemnifying party shall
pay as and when incurred, at the request of the indemnified party, to the extent
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by the indemnifying party are subsequently determined to
not be required to be borne by the indemnifying party hereunder, the party that
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 8 shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by any
indemnified party, any of its directors or officers, or any person controlling
the Purchaser and (iii) acceptance of and payment for any of the Certificates.
SECTION 9. Costs.
The parties hereto acknowledge that all costs and expenses in
connection with the transactions contemplated hereunder (including without
limitation, the issuance of the Certificates as contemplated by the Pooling and
Servicing Agreement) shall be paid by the Underwriters in accordance with the
Agreement Among Underwriters dated October 30, 1996, between Citibank and
NationsBanc.
SECTION 10. Third Party Beneficiaries.
(a) Citibank, NationsBanc and NMCC are intended third party
beneficiaries of the representations, warranties and covenants made by the
Seller in Sections 4 and 8 of this Agreement and, to the extent they affect the
rights of Citibank, NationsBanc and NMCC as third party beneficiaries under such
Sections 4 and 8, the covenants of the Seller made in the other provisions of
this Agreement, in all cases solely with respect to any rights and benefits as
such third party beneficiary relating to the CREI Mortgage Loans. It is
acknowledged that such representations, warranties and covenants of the Seller
may be enforced by Citibank, NationsBanc and NMCC to the same extent as if they
were parties hereto.
(b) Each of the officers, directors, employees, agents, controlling
persons and affiliates of Citibank, NationsBanc and NMCC is an intended third
party beneficiary of the representations, warranties, covenants and indemnities
of the Seller set forth in Sections 4 and 8 of this Agreement and, to the extent
they affect the rights of Citibank, NationsBanc and NMCC as third party
beneficiaries under such Sections 4 and 8, the covenants of the Seller made in
the other provisions of this Agreement. It is acknowledged and agreed that such
representations, warranties, covenants and indemnities may be enforced by or on
behalf of such persons or entities against the Seller to the same extent as if
it was a party hereto.
SECTION 11. Compliance with Pooling and Servicing Agreements.
CREI agrees that it will comply with all of its respective obligations
under the Pooling and Servicing Agreement, including without limitation its
repurchase obligations pursuant to Section 2.03 of the Pooling and Servicing
Agreement.
SECTION 12. Notices.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered to or
mailed, by registered mail, postage prepaid, or transmitted by telex or
telegraph and confirmed by a similar mailed writing, if to the Purchaser,
addressed to the Purchaser at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Mortgage Finance, or such other address as may hereafter be furnished
to the Seller in writing by the Purchaser; and if to the Seller, addressed to
the Seller at 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xx. Xxxxxxx X. Xxxxxxx, Xx., or to such other address as the Seller may
designate in writing to the Purchaser.
SECTION 13. Representations, Warranties and Agreements to Survive
Delivery.
All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser or, at the direction of the Purchaser, to the Trustee.
SECTION 14. Severability of Provisions.
Any part, provision, representation, warranty or covenant of this
Agreement that is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
unenforceable or is held to be void or unenforceable in any particular
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.
SECTION 15. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
SECTION 16. GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN ACCORDANCE WITH THE
INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.
SECTION 17. Further Assurances.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such further actions as the other party may, from time to
time, reasonably request in order to effectuate the purposes and to carry out
the terms of this Agreement.
SECTION 18. Successors and Assigns.
The rights and obligations of the Seller under this Agreement shall
not be assigned by the Seller without the prior written consent of the
Purchaser, except that any person into which the Seller may be merged or
consolidated, or any corporation or other entity resulting from any merger,
conversion or consolidation to which the Seller is a party, or any person
succeeding to all or substantially all of the business of the Seller, shall be
the successor to the Seller hereunder. The Purchaser has the right to assign its
interest under this Agreement, in whole or in part, as may be required to effect
the purposes of the Pooling and Servicing Agreement, and the assignee shall, to
the extent of such assignment, succeed to the rights and obligations hereunder
of the Purchaser. Subject to the foregoing, this Agreement shall bind and inure
to the benefit of and be enforceable by the Seller and the Purchaser, and their
permitted successors and assigns, and the officers, directors and controlling
persons referred to in Section 8.
SECTION 19. Amendments.
No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced; provided, however, that notwithstanding the foregoing and any other
provisions of this Agreement, no term or provision of this Agreement shall be
waived or modified in any manner that would affect the rights hereunder of any
third party beneficiary identified in Section 10 hereof without the consent of
such third party beneficiary.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
CITICORP REAL ESTATE, INC.
By:
--------------------------
Name:
Title:
MORTGAGE CAPITAL FUNDING, INC.
By:
--------------------------
Name:
Title:
EXHIBIT A
MORTGAGE LOAN SCHEDULE
Loan Zip Mortgage Original Cut-Off Date
Number Property Address City State Code Rate Balance Balance
-----------------------------------------------------------------------------------------------------------------------------------
650927-1 00000 Xxxxxx Xxxxx Xxxx Xxxxxx XX 00000 8.930% $19,500,000 $19,422,636
655165-6 0000-0000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxx XX 00000 9.150% $15,669,000 $15,648,735
643088-7 0000 Xxxxx Xxxx Xxxxxxxx XX 00000 8.800% $9,730,000 $9,713,257
655143-6 00000 Xxxxx Xxxx Xxxx Xxxxxxx XX 00000 9.490% $9,097,409 $9,083,850
650708-2 000 Xxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxx XX 00000 9.490% $8,880,000 $8,852,786
650890-0 Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx XX 00000 9.510% $7,200,000 $7,185,506
655144-9 00000-00000 Xxx Xxxx Xxxx Xxxxxxx XX 00000 10.100% $3,276,328 $3,272,036
650443-8 0000 Xxxxxxx Xxxxxx Xxxxxx Xxxxx XX 00000 9.210% $2,833,500 $2,796,196
650645-2 10800-10820 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx XX 00000 9.960% $2,200,000 $2,191,513
655166-9 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx XX 00000 8.320% $1,900,000 $1,889,891
650942-0 0000-0000 Xxxxxx Xxxxxx Xxxxxx XX 00000 8.170% $1,275,000 $1,240,869
655131-3 NEC Xxxx 0xx Xxxxxx & Xxxxxxx Xxxxxx Xxxxx XX 00000 9.170% $1,225,000 $1,225,000
650846-3 00000-00000 Xxxxxxxx Xxxx Xxxxxxxx XX 00000 9.960% $1,100,000 $1,095,757
650940-4 0000-0000 Xxxxxxx Xxxxxx XX Xxxxxx Xxxxx XX 00000 8.860% $1,100,000 $1,094,933
650919-0 0000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 8.190% $7,200,000 $7,185,961
655148-1 0000-0000 Xxx Xxx Xxxxx Xxxxxxxxxx XX 00000 8.375% $6,525,000 $6,369,980
655174-0 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 9.020% $4,800,000 $4,782,738
650572-5 000 Xxxx Xxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 8.900% $4,487,500 $4,471,039
650903-5 000 Xxxx Xxxxx Xxxxxx Xxxxxx XX 00000 8.550% $4,250,000 $4,247,452
655151-7 0000 Xxxxxx Xxxx Xxxxxxxx XX 00000 8.740% $3,275,000 $3,269,294
655147-8 00-00 Xxxxxx Xxxxx Xxx Xxxxx XX 00000 10.000% $3,180,000 $3,141,078
655178-2 000 X. 00xx Xxxxxx Xxxxxxxxxxxx XX 00000 9.170% $3,150,000 $3,138,950
655172-2 000 Xxxxxxxxx Xxxx Xxxxxxxxxx XX 00000 9.000% $3,000,000 $2,994,628
644110-6 0000 Xxxxx Xxxx Xxxxxxx XX 00000 8.820% $2,947,000 $2,938,521
655149-4 0000 Xxxxx 0000 Xxxx Xxxxx XX 00000 9.000% $2,775,000 $2,695,148
650872-2 000 Xxxxxxx Xxxx Xxxxxxxxxx XX 00000 8.990% $2,450,000 $2,445,947
655173-7 0000 Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 9.120% $2,165,000 $2,157,342
650886-1 00000 Xxxxxx Xxxxx Xxxxxxxxxxxx XX 00000 9.010% $1,930,000 $1,927,888
655150-4 000 Xxxx Xxxxx Xxxxxx Xxxxxxx XX 00000 10.000% $1,923,000 $1,902,552
655175-3 000 X. Xxxxxxxxx Xx. Xxxxxxxxx (Xxxxxxxxxx)XX 00000 9.220% $1,875,000 $1,871,763
650886-7 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 8.990% $1,867,000 $1,861,958
650905-1 0000 Xxxxx Xxxx Xxxx Xxxxxxx XX 00000 9.060% $1,850,000 $1,846,983
000000-0 Xxxx Xxxxx Xxxx Xxxxxxx (Xxxxx) XX 00000 9.070% $1,830,000 $1,821,810
650875-1 0000 Xxxxx Xxxxx Xxxxx Xxxxxxx XX 00000 8.680% $1,650,000 $1,645,114
655158-8 000-0 Xxxx 000xx Xxxxxx Xxx Xxxx XX 00000 8.510% $1,600,000 $1,598,452
650772-3 0000 Xxxxxxxxx Xxxxx Xxxxxxx XX 00000 9.300% $1,600,000 $1,593,107
655159-1 0000 Xxxxxx Xxxx Xxxxxxx XX 00000 8.970% $1,500,000 $1,498,655
655176-6 0000-00 Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 9.170% $1,500,000 $1,494,738
655089-3 0000 Xxxxxxxxx Xxxx Xxxxx (xxx) XX 00000 9.530% $720,000 $717,015
655089-3 000 Xxxxxxxxx Xxxxxx Xxxxxx (xxx) XX 00000 9.530% $780,000 $776,766
650773-6 0000 Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000 8.990% $1,379,500 $1,375,668
655179-5 0000 Xxxxxxxx Xxx Xxxx XX 00000 8.500% $1,200,000 $1,198,837
650868-3 0000 00xx Xxxxxx Xxxxxxxx XX 00000 9.100% $1,200,000 $1,197,403
655130-0 0000 Xxxxx Xxxxxx Xxxxxxxxxx XX 00000 9.140% $1,200,000 $1,195,769
655137-1 0000 Xxxxx Xxxx Xxxxxxxxxxxx XX 00000 9.470% $1,190,000 $1,186,029
655138-4 0000 X. XxXxxx Xxxx Xxxxx Xxxxxx XX 00000 9.470% $1,140,000 $1,136,196
655134-2 000 Xxxxxx Xxxxxx Xxxxxxxxxxx Xxxxxx XX 00000 9.420% $1,120,000 $1,116,231
650547-9 0000 Xxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 9.140% $850,000 $849,095
655142-3 0000-0000 Xxxxxxxx Xxxxx Xxxxxxx XX 00000 8.800% $775,000 $773,666
655086-4 0000 Xxxxxxxx Xxxx Xxxxxxxxxxxx XX 00000 9.520% $735,000 $731,947
655168-5 00 Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 9.290% $4,300,000 $4,296,346
650996-7 15,19,23 & 00 Xxxxxxxx Xxxxx Xxxxxx XX 00000 9.510% $3,640,000 $3,634,015
655125-8 0000 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 9.070% $2,500,000 $2,500,000
655104-1 0000 Xxxx Xxxx Xxxxx Xxxxx XX 00000 10.250% $6,600,000 $6,366,623
655105-4 00000 Xxxxxxxxxx Xxxx Xxxxxxxxxx Xxxxx XX 00000 9.900% $5,964,666 $5,778,934
650907-7 000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 9.230% $4,200,000 $4,185,412
Remaining
Term to Stated Stated Primary
Loan Maturity Maturity Monthly Admin. Servicing Estate Loan
Number (Months) Date Due Date Payment Fee Rate Fee Rate Interest Seller
---------------------------------------------------------------------------------------------------------------------
650927-1 113 5/1/06 1st $155,920.25 0.217% 0.080% Fee Simple CREI
655165-6 118 10/1/06 1st $129,570.12 0.262% 0.125% Fee Simple CREI
643088-7 117 9/1/06 1st $76,893.68 0.217% 0.080% Fee Simple CREI
655143-6 117 9/1/06 1st $76,429.58 0.262% 0.125% Fee Simple CREI
650708-2 115 7/1/06 1st $75,583.46 0.262% 0.125% Fee Simple CREI
650890-0 117 9/1/06 1st $61,853.13 0.262% 0.125% Fee Simple CREI
655144-9 117 9/1/06 1st $28,994.50 0.262% 0.125% Fee Simple CREI
650443-8 175 7/1/11 1st $29,094.29 0.262% 0.125% Fee Simple CREI
650645-2 115 7/31/06 1st $19,929.42 0.262% 0.125% Fee Simple CREI
655166-9 178 10/1/11 1st $18,210.53 0.262% 0.125% Fee Simple CREI
650942-0 81 9/1/03 1st $19,980.58 0.262% 0.125% Fee Simple CREI
655131-3 120 12/1/06 1st $10,423.14 0.262% 0.125% Fee Simple CREI
650846-3 115 7/31/06 1st $9,964.71 0.262% 0.125% Fee Simple CREI
650940-4 117 9/1/06 1st $9,798.16 0.262% 0.125% Fee Simple CREI
650919-0 117 9/1/06 1st $53,787.80 0.262% 0.125% Fee Simple CREI
655148-1 86 2/1/04 1st $49,594.71 0.262% 0.125% Fee Simple CREI
655174-0 116 8/1/06 1st $40,347.19 0.262% 0.125% Fee Simple CREI
650572-5 116 8/1/06 1st $37,352.12 0.262% 0.125% Fee Simple CREI
650903-5 119 11/1/06 1st $32,829.54 0.262% 0.125% Fee Simple CREI
655151-7 117 9/1/06 1st $25,741.05 0.262% 0.125% Fee Simple CREI
655147-8 59 11/1/01 1st $27,906.77 0.262% 0.125% Fee Simple CREI
655178-2 116 8/1/06 1st $26,802.35 0.262% 0.125% Fee Simple CREI
655172-2 118 10/1/06 1st $25,175.89 0.262% 0.125% Fee Simple CREI
644110-6 115 7/1/06 1st $23,331.55 0.262% 0.125% Fee Simple CREI
655149-4 91 7/1/04 1st $23,287.70 0.262% 0.125% Fee Simple CREI
650872-2 117 9/1/06 1st $19,695.63 0.262% 0.125% Fee Simple CREI
655173-7 116 8/1/06 1st $18,346.84 0.262% 0.125% Fee Simple CREI
650886-1 118 10/1/06 1st $15,543.11 0.262% 0.125% Fee Simple CREI
655150-4 62 2/1/02 1st $16,875.70 0.262% 0.125% Fee Simple CREI
655175-3 118 10/1/06 1st $16,018.36 0.262% 0.125% Fee Simple CREI
650886-7 117 9/1/06 1st $15,655.01 0.262% 0.125% Fee Simple CREI
650905-1 117 9/1/06 1st $14,965.46 0.262% 0.125% Fee Simple CREI
655177-9 115 7/1/06 1st $15,445.11 0.262% 0.125% Fee Simple CREI
650875-1 115 7/1/06 1st $12,898.16 0.262% 0.125% Fee Simple CREI
655158-8 119 11/1/06 1st $12,894.42 0.262% 0.125% Fee Simple CREI
650772-3 115 7/1/06 1st $13,757.36 0.262% 0.125% Fee Simple CREI
655159-1 119 11/1/06 1st $12,557.14 0.262% 0.125% Fee Simple CREI
655176-6 116 8/1/06 1st $12,763.02 0.287% 0.150% Fee Simple CREI
655089-3 115 7/1/06 1st $6,305.64 0.262% 0.125% Fee Simple CREI
655089-3 115 7/1/06 1st $6,831.11 0.262% 0.125% Fee Simple CREI
650773-6 115 7/1/06 1st $11,089.84 0.262% 0.125% Fee Simple CREI
655179-5 119 11/1/06 1st $9,662.73 0.262% 0.125% Fee Simple CREI
650868-3 116 8/1/06 1st $9,741.94 0.262% 0.125% Fee Simple CREI
655130-0 116 8/1/06 1st $10,185.65 0.262% 0.125% Fee Simple CREI
655137-1 116 8/1/06 1st $10,372.18 0.262% 0.125% Fee Simple CREI
655138-4 116 8/1/06 1st $9,936.38 0.262% 0.125% Fee Simple CREI
655134-2 116 8/1/06 1st $9,723.19 0.262% 0.125% Fee Simple CREI
650547-9 118 10/1/06 1st $6,925.09 0.262% 0.125% Fee Simple CREI
655142-3 117 9/1/06 1st $6,124.62 0.262% 0.125% Fee Simple CREI
655086-4 115 7/1/06 1st $6,431.89 0.262% 0.125% Fee Simple CREI
655168-5 119 11/1/06 1st $36,943.18 0.262% 0.125% Fee Simple CREI
650996-7 118 10/1/06 1st $31,827.87 0.262% 0.125% Fee Simple CREI
655125-8 120 12/1/06 1st $21,099.88 0.262% 0.125% Fee Simple CREI
655104-1 59 11/1/01 1st $64,788.46 0.262% 0.125% Fee Simple CREI
655105-4 40 4/1/00 1st $54,303.93 0.262% 0.125% Fee Simple CREI
650907-7 116 8/1/06 1st $35,910.09 0.262% 0.125% Fee Simple CREI
Page 1 of 3
Loan Zip Mortgage Original Cut-Off Date
Number Property Address City State Code Rate Balance Balance
-----------------------------------------------------------------------------------------------------------------------------------
655171-1 0000 Xxxxxx Xxxxxx Xxxxxxxxx XX 00000 9.040% $1,450,000 $1,448,715
300003 00000 Xxxxxxxxxx Xxxx Xxxxxxxx XX 00000 9.190% $8,419,800 $8,413,092
300009 00000 Xxxxxxxx Xx. & 0000 Xxxxxxx Xxxxxxxxx XX 00000 9.310% $7,650,000 $7,637,568
Xxxxx Xxxxxxx
000000 XXX Xxxxxxx Xxxx xxx Xxxxxx Xxxx Xxxxxxxxx XX 00000 9.060% $7,000,000 $6,990,360
300002 MD. Xx. 000 & Xxxxx Xxxx. Xxxxxxxxxxxx XX 00000 9.060% $5,527,400 $5,510,475
000000 XX Xxxxxxx 0 xx Xxxxxxxxxx Xxxx Xxxxxxx XX 00000 8.370% $5,550,000 $5,476,240
100131 00000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xxxxxxxx XX 00000 9.170% $4,400,000 $4,380,094
962151 0000-0000 Xxxxx Xxxx. Xxxxxxxx Xxxxx XX 00000 8.640% $4,365,000 $4,344,036
300023 000 Xxxxxxxx Xxxxxxx XX 00000 9.510% $3,750,000 $3,744,832
100143 SWC SR 000 & Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxxxx XX 00000 8.930% $3,500,000 $3,494,534
000000 Xxx. 00X xxx Xxx. 000 Xxxxx XX 00000 9.150% $3,028,850 $3,021,660
951114 East 00xx Xxxxxx & Xxxxxxx Xxxx Xxxxxxx XX 00000 8.750% $3,000,000 $2,977,108
962128 0000 Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx XX 00000 9.170% $2,780,000 $2,742,200
100125 000 Xxxxxx Xxxx Xxxxxxx XX 00000 8.920% $2,752,258 $2,739,134
962156 0000 Xxxxxxxxx Xxxx Xxxxxxx XX 00000 9.150% $2,700,000 $2,688,701
962153 0000 Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxx XX 00000 8.640% $2,610,000 $2,597,465
000000 XX Xxxxxxx 00 Xxxx Xxxxxxxx XX 00000 8.670% $2,600,000 $2,577,306
300013 0000-0000 Xxx 00-00 Xxxx Xxxx XX 00000 9.240% $2,550,000 $2,544,053
100122 0000 Xxxxxxxxxx Xxxx. Xxxxxx XX 00000 9.280% $2,453,000 $2,442,160
300012 000-000 Xxxxx Xxxx Xxxxxxxxxxxxxx XX 00000 9.350% $2,429,000 $2,420,553
962152 0000-0000 Xxxxxxxx Xxxxx Xxxx Xxxxx XX 00000 8.640% $2,425,000 $2,413,353
300019 000 Xxxxx Xxxx 00 Xxxxxxxxxxxx XX 00000 8.960% $2,200,000 $2,174,417
300004 00000 XX 0xx Xxxxxx Xxxxx XX 00000 9.630% $2,104,000 $2,098,307
000000 Xxx 000 xx Xxxxxx Xxxx Xxxxxxxxxx XX 00000 8.940% $1,950,000 $1,948,246
100138 SE Quad. of X-00 & XX 00 Xxxxxxxxx XX 00000 8.720% $1,950,000 $1,943,590
100066 0000 00xx Xxxxxx Xxxxxxxx XX 00000 8.500% $1,950,000 $1,939,865
100090 0000-0000 XX 000xx Xxx. xx Xxxxx Xxx Xxxxx XX 00000 9.730% $1,819,400 $1,805,929
300026 000 Xxxxxxx Xxxx Xxxxxxxxxxxx XX 00000 8.720% $1,800,000 $1,798,347
962136 00000 Xxxxx Xxxx Xxxxx Xxxxxxx Xxxxx XX 00000 8.670% $1,800,000 $1,786,085
962129 0000 Xxxxxxxx Xxxx. Xxxxx XX 00000 8.660% $1,768,000 $1,754,310
100089 0000-0000 XX 000xx Xxx. xx Xxxxx Xxx Xxxxx XX 00000 9.730% $1,762,400 $1,749,351
000000 XX Xxx 00 & Xxxxxxxxxx Xxxx Xxxxxxxxxxxx XX 00000 9.400% $1,739,052 $1,733,073
100121 Xxx. 000 & Xxx. 000 Xxxx xx Xxxxx Xxxxxx XX 00000 9.110% $1,715,200 $1,707,341
100142 0000 Xxxxxxxx Xxxx Xxxxxxxxxxxx XX 00000 8.960% $1,700,000 $1,680,231
000000 Xxx. 00 xx Xxxxxxx Xxxx Xxxxxxxx XX 00000 9.190% $1,635,000 $1,631,149
300021 0000 Xxxxxxxxx Xxxx Xxxxxxxxx XX 00000 9.670% $1,279,600 $1,277,898
000000 X.X. 00/00 Xxxxxxxxxxx XX 00000 9.150% $1,175,000 $1,170,724
951126 0000 Xx. Xxxxxxx Xxxx. Xxxxxxxx XX 00000 8.290% $1,140,000 $1,124,700
962144 0000 Xxxxxx Xxxx Xxxxxxxxxx (xx) XX 00000 8.010% $1,150,000 $1,119,894
962150 2100, 2300 & 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxx XX 00000 9.760% $935,000 $927,998
100213 0000 Xxxxx Xxxx Xxx Xxxxx XX 00000 8.700% $22,700,000 22,679,038
100214 0000 Xxxx Xxxxx Xxxxxx Xxx Xxxxx XX 00000 8.805% $9,002,000 $8,993,939
100192 0000-0000 Xxxxx Xxxx & 0000 Xxxxxx Xxxx Xxxxxxxxx XX 00000 8.990% $6,741,000 $6,729,491
100178 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 9.110% $6,488,000 $6,453,255
100209 0000 Xxxxxxxx Xxxxx Xxxx Xxxxxxx XX 00000 8.470% $6,050,000 $6,050,000
100229 0000 Xxxxxxxx Xxxxx Xxxxxx XX 00000 8.620% $5,020,000 $5,017,033
100196 0000 Xxxxx Xxxx Xxxxxxx Xxxx XX 00000 8.930% $4,700,000 $4,691,829
100118 0000 Xxxxxxx Xxxxxx XXX Xxxxxxxxxx XX 00000 8.050% $4,638,000 $4,606,248
100187 000 00xx Xxxxxx Xxx Xxxxx XX 00000 8.665% $4,560,000 $4,546,455
100185 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxx Xxxx XX 00000 9.160% $4,200,000 $4,177,693
100197 0000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxx XX 00000 8.510% $4,000,000 $3,993,645
100195 0000 Xxxx Xxxxxx Xx. Xxxx Xxxxx XX 00000 9.040% $3,200,000 $3,192,988
100210 00 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 8.500% $2,650,000 $2,650,000
100204 0000 Xxxxx Xxxxxxxxx Xxxxx XX 00000 8.660% $2,375,000 $2,373,608
100170 000 Xxxxxxxxxxx Xx. Xxxxxx XX 00000 8.240% $2,350,000 $2,337,695
100183 0000 Xxxxx XxxXxxxxx Xxxx. Xxxxxxxx Xxxx XX 00000 9.160% $2,000,000 $1,989,377
Remaining
Term to Stated Stated Primary
Loan Maturity Maturity Monthly Admin. Servicing Estate Loan
Number (Months) Date Due Date Payment Fee Rate Fee Rate Interest Seller
---------------------------------------------------------------------------------------------------------------------
655171-1 119 11/1/06 1st $12,208.09 0.287% 0.150% Fee Simple CREI
300003 118 10/1/06 1st $68,901.84 0.262% 0.125% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $66,536.04 0.262% 0.125% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $56,626.05 0.262% 0.125% Fee Xxxxxx XXXX
000000 80 8/1/03 1st $46,613.06 0.262% 0.125% Fee Xxxxxx XXXX
000000 112 4/1/06 1st $47,708.52 0.257% 0.120% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $37,438.20 0.262% 0.125% Fee Xxxxxx XXXX
000000 115 7/1/06 1st $35,560.93 0.262% 0.125% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $32,789.70 0.262% 0.125% Leasehold NMCC
100143 118 10/1/06 1st $29,204.28 0.262% 0.125% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $25,729.84 0.262% 0.125% Fee Xxxxxx XXXX
000000 112 4/1/06 1st $24,664.31 0.257% 0.120% Fee Xxxxxx XXXX
000000 111 3/1/06 1st $25,317.13 0.257% 0.120% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $22,946.26 0.262% 0.125% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $24,553.68 0.307% 0.170% Fee Xxxxxx XXXX
000000 115 7/1/06 1st $21,263.24 0.262% 0.125% Fee Xxxxxx XXXX
000000 111 3/1/06 1st $21,234.60 0.257% 0.120% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $21,820.14 0.262% 0.125% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $21,057.85 0.262% 0.125% Fee Xxxxxx XXXX
000000 79 7/1/03 1st $20,969.37 0.262% 0.125% Fee Xxxxxx XXXX
000000 115 7/1/06 1st $19,756.07 0.262% 0.125% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $23,025.22 0.262% 0.125% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $18,573.07 0.262% 0.125% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $15,644.35 0.262% 0.125% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $15,992.07 0.262% 0.125% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $15,701.93 0.262% 0.125% Fee Xxxxxx XXXX
000000 142 10/1/08 1st $21,460.42 0.262% 0.125% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $14,122.06 0.262% 0.125% Fee Xxxxxx XXXX
000000 112 4/1/06 1st $14,700.88 0.257% 0.120% Fee Xxxxxx XXXX
000000 112 4/1/06 1st $14,427.55 0.257% 0.120% Fee Xxxxxx XXXX
000000 142 10/1/08 1st $20,788.09 0.262% 0.125% Fee Xxxxxx XXXX
000000 115 7/1/06 1st $15,073.33 0.262% 0.125% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $14,523.32 0.262% 0.125% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $17,792.21 0.262% 0.125% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $13,934.21 0.287% 0.150% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $11,331.41 0.262% 0.125% Fee Xxxxxx XXXX
000000 115 7/1/06 1st $9,981.53 0.262% 0.125% Fee Xxxxxx XXXX
000000 112 4/1/06 1st $9,742.19 0.257% 0.120% Fee Xxxxxx XXXX
000000 111 3/1/06 1st $10,933.02 0.257% 0.120% Fee Xxxxxx XXXX
000000 78 6/1/03 1st $8,874.78 0.387% 0.250% Fee Xxxxxx XXXX
000000 82 10/1/03 1st $177,770.97 0.262% 0.125% Fee Xxxxxx XXXX
000000 82 10/1/03 1st $71,172.68 0.262% 0.125% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $54,191.00 0.287% 0.150% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $54,936.61 0.287% 0.150% Fee Xxxxxx XXXX
000000 120 12/1/06 1st $46,390.76 0.287% 0.150% Fee Xxxxxx XXXX
000000 83 11/1/03 1st $39,027.19 0.287% 0.150% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $37,580.78 0.287% 0.150% Fee Xxxxxx XXXX
000000 110 2/1/06 1st $34,193.80 0.337% 0.200% Fee Xxxxxx XXXX
000000 79 7/1/03 1st $35,597.07 0.262% 0.125% Leasehold NMCC
100185 114 6/1/06 1st $35,707.56 0.337% 0.200% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $30,784.89 0.337% 0.200% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $25,840.08 0.337% 0.200% Fee Xxxxxx XXXX
000000 120 12/1/06 1st $20,376.21 0.287% 0.150% Fee Xxxxxx XXXX
000000 83 11/1/03 1st $18,531.68 0.337% 0.200% Fee Xxxxxx XXXX
000000 76 4/1/03 1st $17,638.25 0.337% 0.200% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $17,003.60 0.337% 0.200% Fee Simple NMCC
Page 2 of 3
Loan Zip Mortgage Original Cut-Off Date
Number Property Address City State Code Rate Balance Balance
-----------------------------------------------------------------------------------------------------------------------------------
216807 000 X. Xxxxx Xxxx Xxxxx Xxxx XX 00000 9.530% $1,900,000 $1,866,531
100200 2617, 2647, 0000 X. Xxxxx Xxx. Xxxxxx XX 00000 8.820% $1,700,000 $1,698,438
100211 0000 Xxxxxxx Xxxxxx Xx. Xxxxx XX 00000 8.710% $1,560,000 $1,559,095
100212 76, 00 & 00 Xxxx Xxxxxx Xxxx XX 00000 9.230% $1,522,000 $1,519,377
100215 000 Xxxxxxxxx Xxx. Xxxxxxxxx XX 00000 8.780% $1,400,000 $1,399,200
100184 0000 Xxxxxxxxx 00xx Xxxxxx Xxxxxxxx Xxxx XX 00000 9.160% $1,300,000 $1,293,095
100117 0000 Xxxxxxxxxx Xx. Xxxxxxxxxx XX 00000 8.050% $1,007,000 $1,000,106
100186 West 000xx Xxxxxx & Xx. Xxxxxxxxxx Xxx. Xxx Xxxx XX 00000 9.250% $794,000 $793,379
300001 0000 Xxxxxxx Xxxxxx Xxx Xxxxx XX 00000 8.520% $3,300,000 $3,273,861
951221 0000 Xxxx Xxxxxxxx Xxxx Xxxx Xxxxxxx XX 00000 8.505% $2,250,000 $2,192,440
300005 000 X. Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 9.690% $10,450,000 $10,397,716
300006 000 Xxxxxxxx Xxxx Xxxxxxxxx XX 00000 9.690% $5,200,000 $5,173,983
300017 00 Xxxx Xxxxxx Xxxx Xxxx Xxxxxx XX 00000 9.920% $5,100,000 $5,080,888
300011 0000 Xxxx Xxxxx Xxxx Xxxxxxxxxx XX 00000 9.650% $3,350,000 $3,336,945
400005 0000 Xxx Xxxx Xxxx Xxxx XX 00000 9.990% $6,000,000 $5,982,074
962355 0000 Xxxx Xxxx Xxxxxx XX 00000 8.940% $5,600,000 $5,566,003
951325 000 Xxxxx Xxxxx Xxxxxxx XX 00000 8.990% $5,500,000 $5,456,914
962354 0000 XxXxxx Xxxxxx Xxxxxxxx XX 00000 9.400% $3,500,000 $3,484,929
400004 000 Xxxxx Xxxx Xxxxxxxxxx XX 00000 9.199% $1,900,000 $1,893,162
Remaining
Term to Stated Stated Primary
Loan Maturity Maturity Monthly Admin. Servicing Estate Loan
Number (Months) Date Due Date Payment Fee Rate Fee Rate Interest Seller
--------------------------------------------------------------------------------------------------------------------
216807 64 4/1/02 1st $16,639.880.387% 0.250% Fee Xxxxxx XXXX
000000 119 11/1/06 1st $14,057.380.287% 0.150% Fee Xxxxxx XXXX
000000 119 11/1/06 1st $12,227.990.287% 0.150% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $13,013.130.387% 0.250% Fee Xxxxxx XXXX
000000 119 11/1/06 1st $11,043.820.287% 0.150% Fee Xxxxxx XXXX
000000 114 6/1/06 1st $11,052.340.337% 0.200% Fee Xxxxxx XXXX
000000 110 2/1/06 1st $7,424.140.337% 0.200% Fee Xxxxxx XXXX
000000 118 10/1/06 1st $6,532.040.337% 0.200% Fee Xxxxxx XXXX
000000 112 4/1/06 1st $26,616.990.257% 0.120% Fee Xxxxxx XXXX
000000 75 3/1/03 1st $22,163.230.382% 0.245% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $98,707.910.262% 0.125% Fee Xxxxxx XXXX
000000 116 8/1/06 1st $49,117.810.262% 0.125% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $48,946.090.262% 0.125% Fee Xxxxxx XXXX
000000 117 9/1/06 1st $31,555.260.312% 0.175% Fee Xxxxxx XXXX
000000 79 7/1/03 1st $54,479.750.362% 0.225% Fee Xxxxxx XXXX
000000 77 5/1/03 1st $47,265.160.262% 0.125% Fee Xxxxxx XXXX
000000 111 3/1/06 1st $46,612.770.317% 0.180% Fee Xxxxxx XXXX
000000 78 6/1/03 1st $30,336.440.262% 0.125% Fee Xxxxxx XXXX
000000 115 7/1/06 1st $16,204.440.337% 0.200% Fee Simple NMCC
Footnotes:
(i) Administrative Fee includes the Master Servicing Fee (which
includes the Primary Servicer Fee and the Standby Fee) and the
Trustee Fee.
(ii) The monthly payment steps down to $8,433.02 in the 73rd month of
the Mortgage Loan
(iii) These two Mortgaged Properties secure one Mortgage Loan
evidenced by one Mortgage Note. An original balance was
attributed to each such Mortgaged Property for the purpose of
determining (among other things) a Cut-Off Date LTV Ratio, an U/W
DSCR and a DSCR for each such Mortgaged Property.
Page 3 of 3
EXHIBIT B-1
FORM OF CERTIFICATE OF AN OFFICER OF
CITICORP REAL ESTATE, INC.
MORTGAGE CAPITAL FUNDING, INC.
Multifamily/Commercial Mortgage Pass-Through Certificates
Series 1996-MC2
Certificate of an Officer of Citicorp Real Estate, Inc.
I, ___________________, a ____________________________ of Citicorp
Real Estate, Inc. ("CREI"), hereby certify as follows:
1. CREI is a corporation duly organized and validly existing under the
laws of the State of Delaware.
2. Attached hereto as Exhibit I are true and correct copies of the
Articles of Incorporation and By-Laws of CREI, which Articles of Incorporation
and By-Laws are on the date hereof, and have been at all times from and
including ______________, 19__, except as amended effective _____________, 19__,
in the case of the Articles of Incorporation, and ____________, 19__, [except as
amended effective _________, 19__,] in the case of the ByLaws, in full force and
effect.
3. To the best of my knowledge, no proceedings looking toward
liquidation or dissolution of CREI are pending or contemplated.
4. Each person listed below is and has been the duly elected and
qualified officer or authorized signatory of CREI and his genuine signature is
set forth opposite his name:
Name Office Signature
---- ------ ---------
_________________________ _________________________ ____________________
_________________________ _________________________ ____________________
5. Each person listed above who signed, either manually or by
facsimile signature, (a) the mortgage loan purchase agreement, dated as of
December 11, 1996, between PNC Bank, National Association ("PNC Bank") and CREI,
providing for the purchase by CREI from PNC Bank of certain of the Mortgage
Loans, (b) the mortgage loan purchase agreement, dated as of December 11, 1996,
between NationsBanc Mortgage Capital Corporation ("NMCC") and CREI, providing
for the purchase by CREI from NMCC of certain of the Mortgage Loans, (c) the
mortgage loan purchase agreement, dated as of December 11, 1996, between
Mortgage Capital Funding, Inc. ("MCFI") and CREI, providing for the purchase by
MCFI from CREI of the Mortgage Loans, (d) the Pooling and Servicing Agreement,
dated as of December 1, 1996
(the "Pooling Agreement"), among MCFI as sponsor, CREI as mortgage loan seller,
NMCC as an additional warranting party, GMAC Commercial Mortgage Corporation as
master servicer and special servicer, LaSalle National Bank as trustee and REMIC
administrator and ABN AMRO Bank N.V. as fiscal agent, (e) the Underwriting
Agreement, dated as of December 11, 1996, among MCFI, Citibank, N.A.
("Citibank") and NationsBanc Capital Markets, Inc. ("NationsBanc"), providing
for the purchase by Citibank and NationsBanc from MCFI of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D and Class E Certificates, (f) the
Certificate Purchase Agreement, dated as of December 11, 1996, among MCFI,
Citibank and NationsBanc providing for the purchase by Citibank and NationsBanc
from MCFI of the Class X, Class F, Class G, Class H, Class R-I and Class R-II
Certificates, and (g) any other document delivered prior hereto or on the date
hereof in connection with the transactions contemplated by the foregoing
agreements was, at the respective times of such signing and delivery, duly
authorized or appointed to execute such documents in such capacity, and the
signatures of such persons or facsimiles thereof appearing on such documents are
their genuine signatures.
Capitalized terms used but not otherwise defined herein have the
respective meanings assigned to them in the Pooling Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as
of December __, 1996.
By:_________________________________
Name:
Title:
I, _______________________, a _____________________________ of CREI,
hereby certify that ___________________ is duly elected or appointed, as the
case may be, qualified and acting ___________________ of CREI and that the
signature appearing above is such officer's genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this certificate as
of December __, 1996.
By:__________________________________
Name:
Title:
EXHIBIT B-2
FORM OF CERTIFICATE OF CITICORP REAL ESTATE, INC.
MORTGAGE CAPITAL FUNDING, INC.
Multifamily/Commercial Mortgage Pass-Through Certificates
Series 1996-MC2
Certificate of Citicorp Real Estate, Inc.
In connection with the execution and delivery by Citicorp Real Estate,
Inc. ("CREI") of, and the consummation of the various transactions contemplated
by, (a) the Mortgage Loan Purchase Agreement, dated as of December 11, 1996 (the
"Mortgage Loan Purchase Agreement"), between Mortgage Capital Funding, Inc.
("MCFI") and CREI, providing for the purchase by MCFI from CREI of the Mortgage
Loans, and (b) the Pooling and Servicing Agreement, dated as of December 1, 1996
(the "Pooling Agreement" and, together with the Mortgage Loan Purchase
Agreement, the "Agreements"), among MCFI as sponsor, CREI as mortgage loan
seller, NationsBanc Mortgage Capital Corporation as an additional warranting
party, GMAC Commercial Mortgage Corporation as master servicer and special
servicer, LaSalle National Bank as trustee and REMIC administrator and ABN AMRO
Bank N.V. as fiscal agent, CREI hereby certifies that (i) the representations
and warranties of CREI in the Agreements are true and correct in all material
respects at and as of the date hereof with the same effect as if made on the
date hereof, and (ii) CREI has, in all material respects, complied with all the
agreements and satisfied all the conditions on its part to be performed or
satisfied at or prior to the date hereof. Capitalized terms used but not
otherwise defined herein have the respective meanings assigned to them in the
Agreements.
Certified this ___ day of December, 1996.
CITICORP REAL ESTATE, INC.
By:
--------------------------
Name:
Title:
EXHIBIT B-3
FORM OF OPINION OF COUNSEL TO CITICORP REAL ESTATE, INC.
December __, 1996
Mortgage Capital Funding, Inc. Citibank, N.A.
000 Xxxx Xxxxxx 000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000
NationsBanc Capital Markets, Inc. Xxxxx'x Investors Service, Inc.
NationsBank Corporate Center, 00xx Xxxxx 00 Xxxxxx Xxxxxx
000 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Mail Code: NC1-007-11-07
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Fitch Investors Service, L.P.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Mortgage Capital Funding, Inc.
Multifamily/Commercial Mortgage Pass-Through
Certificates, Series 1996-MC2
--------------------------------------------
Ladies and Gentlemen:
This opinion is being provided to you by the undersigned, as an
Associate General Counsel of Citicorp Real Estate, Inc. ("CREI") pursuant to
Section 7(e) of the Mortgage Loan Purchase Agreement, dated as of December 11,
1996 (the "Purchase Agreement"), between Mortgage Capital Funding, Inc. ("MCFI")
as purchaser and CREI as seller, and the Pooling and Servicing Agreement
referenced therein (together with the Purchase Agreement, the "Agreements")
relating to the sale by CREI of certain mortgage loans and various other related
transactions pursuant to and as contemplated by the Purchase Agreement.
Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Purchase Agreement.
I (or attorneys under my supervision) have examined originals or
copies, certified or otherwise identified to my satisfaction, of such corporate
records of CREI, certificates of public officials, officers of CREI and other
persons and other documents, agreements and
December __, 1996 Page 2.
instruments and have made such other investigations as I have deemed necessary
or appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that:
1. CREI is a corporation validly existing under the laws of the State of
Delaware, with full power authority under such laws to own its
properties and assets and to conduct its business as contemplated in
the Agreements and to enter into and perform its obligations under the
Agreements.
2. Each Agreement has been duly authorized, executed and delivered by
CREI and, upon due authorization, execution and delivery by the other
parties thereto, will constitute a valid, legal and binding agreement
of CREI, enforceable against CREI in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar
laws relating to or affecting the enforcement of creditors rights
generally, (b) general principles of equity and the rights of
creditors of banks in particular, whether enforcement is sought in a
proceeding in equity or at law and (c) public policy considerations
underlying the securities laws, to the extent such public policy
considerations limit the enforceability of the provisions of such
agreement that purport to provide indemnification from securities law
liabilities.
3. Based upon my review of the laws, rules and regulations of the State
of New York and the securities laws, rules and regulations of the
United States which, in my experience, are normally applicable to
transactions of the type provided for by the Agreements, no consent,
approval, authorization or order of any court, governmental agency or
body is required in connection with the execution and delivery by CREI
of the Agreements, except for those consents, approvals,
authorizations or orders that previously have been obtained.
4. Neither the transfer of the Mortgage Loans as provided in the
Agreements, nor the fulfillment of the terms of or the consummation of
any other of the transactions contemplated by the Agreements, will
conflict with or result in a violation of the Articles of
Incorporation or the By-laws of CREI or any agreement or instrument,
order, writ, judgment or decree known to me to which CREI is a party
or is subject.
5. To the best of my knowledge, there are no actions or proceedings
against CREI, pending or overtly threatened in writing before any
court, governmental agency or arbitrator which (i) affect the
enforceability of any of the Agreements or (ii) either individually or
in the aggregate, would result in any material adverse change in the
business, operations, financial condition, properties or assets of
CREI or in any material impairment of any of the right or ability of
CREI to carry on its business substantially as now conducted, or which
would draw into question the validity of any of the Agreements or of
any action to be taken in
December __, 1996 Page 3.
connection with its obligations contemplated therein, or which would
materially impair its ability to perform under the terms of any of the
Agreements.
The opinions expressed herein are limited to the laws of the State of
New York and the Federal law of the United States.
This opinion is given to you for your sole benefit, and no other
person or entity is entitled to rely hereon without my express written consent.
Very truly yours,
Xxxxxxx X. Xxxxx, Esq.
