Exhibit 4.5
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(Depositor)
and
NCB, FSB
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
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Dated as of March 1, 2006
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TABLE OF CONTENTS
Page
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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. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance......................................................
Section 10. Representations and Warranties of Depositor.....................
Section 11. Survival of Certain Representations, Warranties and Covenants...
Section 12. Transaction Expenses............................................
Section 13. Recording Costs and Expenses....................................
Section 14. Notices.........................................................
Section 15. Notice of Exchange Act Reportable Events........................
Section 16. Examination of Mortgage Files...................................
Section 17. Successors......................................................
Section 18. Governing Law...................................................
Section 19. Severability....................................................
Section 20. Further Assurances..............................................
Section 21. Counterparts....................................................
Section 22. Treatment as Security Agreement.................................
Section 23. 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 Notes
Schedule V Exceptions to Seller's Representations and Warranties
Exhibit A Representations and Warranties Regarding the Mortgage Loans
Exhibit B Form of Lost Note Affidavit
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 1, 2006, is made by and between NCB, FSB, a federal savings bank
chartered by the Office of Thrift Supervision of the U.S. Department of Treasury
("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation ("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 or elsewhere in this Agreement, in the Pooling and Servicing
Agreement specified on such Schedule of Transaction Terms.
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 (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (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, N.A. as trustee (the "Trustee") or its designee, against receipt by
Seller of a written receipt, pursuant to an arrangement between Seller and the
Trustee; provided, however, that item (xvi) in the definition of Mortgage File
(below) shall be delivered to the applicable Master Servicer for inclusion in
the Servicer File (defined below) with a copy delivered to the Trustee for
inclusion in the Mortgage File; and provided, further, that Seller shall pay (or
cause the related Borrower to pay) any costs of the assignment or amendment of
each letter of credit described under said item (xvi) 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, Seller will take all
necessary steps to enable the applicable Master Servicer to draw on the related
letter of credit on behalf of the Trustee 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
applicable Master Servicer and upon receipt, immediately remitting the proceeds
of such draw (or causing such proceeds to be remitted) to the applicable Master
Servicer.
Section 2 Closing Date Actions. The sale of the Mortgage Loans shall
take place on the Closing Date, subject to and simultaneously with the deposit
of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and
the sale of (a) the Publicly 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 LLP, Xxx Xxxxx Xxxxxxxxx Xxxxxx, 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 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
the amount that the Depositor and the Seller have mutually agreed
upon as the Seller's share of the net securitization proceeds from
the sale of the Publicly Offered Certificates and the Private
Certificates as set forth in the Closing Statement (which amount
includes, without limitation, accrued interest). 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.
(ii) Depositor shall sell to the Underwriters, and the
Underwriters shall purchase from Depositor, the Publicly 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.
(iii) The Underwriters will offer the Publicly 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 Private 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 any related servicing rights
of any applicable Master Servicer under, and/or any applicable Primary Servicer
contemplated by, the Pooling and Servicing Agreement, without recourse except as
provided herein, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 21(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The Mortgage File for each Mortgage Loan shall
contain the following documents on a collective basis:
(i) the original Note (or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially
in the form of Exhibit B hereto and a true and complete copy of the
Note), bearing, or accompanied by, all prior and intervening
endorsements or assignments showing a complete chain of endorsement
or assignment from the Mortgage Loan Originator either in blank or
to Seller, and further endorsed (at the direction of Depositor given
pursuant to this Agreement) by Seller, on its face or by allonge
attached thereto, without recourse, either in blank or to the order
of the Trustee in the following form: "Pay to the order of Xxxxx
Fargo Bank, N.A., as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C1, without recourse,
representation or warranty, express or implied";
(ii) a duplicate original Mortgage or a counterpart thereof
or, if such Mortgage has been returned by the related recording
office, (A) an original, (B) a certified copy or (C) a copy thereof
from the applicable recording office, and originals or counterparts
(or originals, certified copies or copies from the applicable
recording office) of any intervening assignments thereof from the
Mortgage Loan Originator to Seller, in each case in the form
submitted for recording or, if recorded, with evidence of recording
indicated thereon;
(iii) an original assignment of the Mortgage, in recordable
form (except for any missing recording information and, if
applicable, completion of the name of the assignee), from Seller (or
the Mortgage Loan Originator) either in blank or to "Xxxxx Fargo
Bank, N.A., as trustee for the registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C1";
(iv) an original, counterpart or copy of any related
Assignment of Leases (if such item is a document separate from the
Mortgage), and the originals, counterparts or copies of any
intervening assignments thereof from the Mortgage Loan Originator of
the Loan to Seller, in each case in the form submitted for recording
or, if recorded, with evidence of recording thereon;
(v) an original assignment of any related Assignment of Leases
(if such item is a document separate from the Mortgage), in
recordable form (except for any missing recording information and,
if applicable, completion of the name of the assignee), from Seller
(or the Mortgage Loan Originator), either in blank or to "Xxxxx
Fargo Bank, N.A., as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C1";
(vi) an original or true and complete copy of any related
Security Agreement (if such item is a document separate from the
Mortgage), and the originals or copies of any intervening
assignments thereof from the Mortgage Loan Originator to Seller;
(vii) an original assignment of any related Security Agreement
(if such item is a document separate from the Mortgage), from Seller
(or the Mortgage Loan Originator) either in blank or to "Xxxxx Fargo
Bank, N.A., as trustee for the registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C1," 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);
(viii) originals or copies of all (A) assumption agreements,
(B) modifications, (C) written assurance agreements and (D)
substitution agreements, together with any evidence, when
appropriate, 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;
(ix) 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, the original or a copy of 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 escrow instructions binding on the title
insurer irrevocably obligating the title insurer to issue such title
insurance policy) or interim binder that is marked as binding and
countersigned by the title company, insuring the priority of the
Mortgage as a first lien on the related Mortgaged Property, relating
to such Mortgage Loan;
(x) the original or a counterpart of any guaranty of the
obligations of the Borrower under the Mortgage Loan;
(xi) UCC acknowledgement, certified or other copies of all UCC
Financing Statements and continuation statements which show the
filing or recording thereof (including the filing number or other
similar filing information) sufficient to perfect (and maintain the
perfection of) the security interest held by the Mortgage Loan
Originator (and each assignee of record prior to the Trustee) in and
to the personalty of the Borrower at the Mortgaged Property, and
original UCC Financing Statement assignments, in a form suitable for
filing or recording, sufficient to assign each such UCC Financing
Statement to the Trustee;
(xii) 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;
(xiii) an original or copy of any subordination agreement,
standstill agreement or other intercreditor, co-lender or similar
agreement relating to subordinate indebtedness, including any
mezzanine loan documents or preferred equity documents;
(xiv) with respect to any Cash Collateral Accounts and
Lock-Box Accounts, an original or copy of any related account
control agreement and a copy of the UCC Financing Statements, if
any, submitted for filing with respect to Seller's security interest
in the Cash Collateral Accounts and Lock-Box Accounts and all funds
contained therein (together with UCC Financing Statement assignments
in a form suitable for filing or recording, sufficient to transfer
such security interest to the Trustee on behalf of the
Certificateholders);
(xv) an original or copy of any related Loan Agreement (if
separate from the related Mortgage);
(xvi) the originals and copies of letters of credit, if any,
relating to the Mortgage Loans and amendments thereto which entitles
the Trust to draw thereon; provided that in connection with the
delivery of the Mortgage File to the Trust, such originals shall be
delivered to the applicable Master Servicer and copies thereof shall
be delivered to the Trustee;
(xvii) any related environmental insurance policy and any
environmental guarantee or indemnity agreement or copies thereof;
(xviii) the original or a copy of the ground lease, ground
lease memorandum and ground lease estoppels, if any, and any
amendments, modifications or extensions thereto, if any, or
certified copies thereof;
(xix) copies of franchise agreements and franchisor comfort
letters, if any, for hospitality properties and any applicable
transfer/assignment documents; and
(xx) if applicable (and not for purposes of the Seller's
delivery obligations), the original or a counterpart of any
post-closing agreement relating to any modification, waiver or
amendment of any term of any Mortgage Loan (including fees charged
the Borrower) required to be added to the Mortgage File pursuant to
Section 3.20(j) of the Pooling and Servicing Agreement.
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, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (xii) and (xiv)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the related Mortgage Loan Purchase Agreement)
of the last sentence of the first paragraph of this Section 3, 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: (i) shall
deliver, or cause to be delivered, to the Trustee or its designee a duplicate
original or true copy of such document or instrument certified by the applicable
public recording or filing office, the applicable title insurance company or
Seller to be a true and complete duplicate original or copy of the original
thereof submitted for recording or filing; and (ii) shall deliver, or cause to
be delivered, to the Trustee or its designee 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 (with a copy to the applicable Master Servicer),
within 365 days after the Closing Date, which period may be extended up to two
times, in each case for an additional period of 90 days (provided that Seller,
as certified in writing to the Trustee prior to each such 90-day extension, is
in good faith attempting to obtain from the appropriate recording or filing
office such original or photocopy). Compliance with this paragraph will satisfy
Seller's delivery requirements under this Section 3 with respect to the subject
document(s) and instrument(s).
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, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii), (iv), (viii),
(xi) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (xii) and (xiv)
(other than assignments of UCC Financing Statements to be filed in accordance
with the transfer contemplated by the related Mortgage Loan Purchase Agreement)
of the last sentence of the first paragraph of this Section 3, 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 related Mortgage File if a photocopy of such non-delivered document or
instrument (with evidence of recording or filing thereon and certified by the
appropriate recording or filing office to be a true and complete copy of the
original thereof as filed or recorded) is delivered to the Trustee (with a copy
to the applicable Master Servicer) or its designee on or before the Closing
Date.
Notwithstanding the foregoing, in the event that Seller cannot
deliver any UCC Financing Statement assignment with the filing or recording
information of the related UCC Financing Statement with respect to any Mortgage
Loan, solely because such UCC Financing Statement has not been returned by the
public filing or recording office where such UCC Financing Statement has been
delivered for filing or recording, Seller has so notified the Trustee and shall
not be in breach of its obligations with respect to such delivery, provided that
Seller promptly forwards such UCC Financing Statement to the Trustee (with a
copy to the applicable Master Servicer) upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing or recording.
Notwithstanding the foregoing, Seller may, at its sole cost and
expense, but is not obligated to, engage a third-party contractor to prepare or
complete in proper form for filing or recording any and all assignments of
Mortgage, assignments of Assignments of Leases and assignments of UCC Financing
Statements to the Trustee to be delivered pursuant to clauses (iii), (v) and
(xi) of the last sentence of the first paragraph of this Section 3
(collectively, the "Assignments"), to submit those Assignments for filing and
recording, as the case may be, in the applicable public filing and recording
offices and to deliver those Assignments to the Trustee or its designee as those
Assignments (or certified copies thereof) are received from the applicable
filing and recording offices with evidence of such filing or recording indicated
thereon. However, in the event Seller engages a third-party contractor as
contemplated in the immediately preceding sentence, the rights, duties and
obligations of Seller pursuant to this Agreement remain binding on the Seller;
and, if Seller does not engage a third party as contemplated by the immediately
preceding sentence, then Seller will still be liable for recording and filing
fees and expenses of the Assignments as and to the extent contemplated by
Section 13 hereof.
Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to such
applicable Mortgage Loans (including reserve and escrow agreements, rent rolls,
leases, environmental and engineering reports, third-party underwriting reports,
appraisals, surveys, legal opinions, estoppels, financial statements, operating
statements and any other information provided by the respective Borrower from
time to time, but excluding any draft documents, attorney/client communications,
which are privileged or constitute legal or other due diligence analyses, and
documents prepared by the Seller or any of its Affiliates solely for internal
communication, credit underwriting or due diligence analyses (other than the
underwriting information contained in the related underwriting memorandum or
asset summary report prepared by the Seller in connection with the preparation
of Exhibit A-1 to the Prospectus Supplement)) that are not required to be a part
of a Mortgage File in accordance with the definition thereof, together with
copies of all instruments and documents which are required to be a part of the
related Mortgage File in accordance with the definition thereof.
For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed 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.
Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the applicable Master Servicer (or, if applicable, to a Sub-Servicer at the
direction of the applicable Master Servicer).
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 due after the Cut-off Date, 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 credit analysis or other internal
uses or any attorney-client privileged communication, shall immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within three (3) Business Days after Seller's
receipt thereof to the applicable Master Servicer via wire transfer for deposit
by the applicable Master Servicer into the Collection Account.
Seller shall, under generally accepted accounting principles
("GAAP"), report its transfer of the Mortgage Loans to Depositor, as provided
herein, as a sale of the Mortgage Loans to Depositor in exchange for the
consideration specified in Section 2 hereof. In connection with the foregoing,
Seller shall cause all of its financial and accounting records to reflect such
transfer as a sale (as opposed to a secured loan). Seller shall at all times
following the Closing Date cause all of its records and financial statements and
any relevant consolidated financial statements of any direct or indirect parent
to clearly reflect that the Mortgage Loans have been transferred to Depositor
and are no longer available to satisfy claims of Seller's creditors.
After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.
Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:
(a) Each of the obligations of Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) 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 or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to 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 provisos of Section 1
of this Agreement, which shall have been delivered to and held by
the Trustee or its designee on behalf of Seller;
(ii) the Mortgage Loan Schedule;
(iii) the certificate of Seller confirming its representations
and warranties set forth in Section 6(a) (subject to the exceptions
set forth in the Exception Report) as of the Closing Date;
(iv) an opinion or opinions of Seller's counsel, dated the
Closing Date, covering various corporate matters and such other
matters as shall be reasonably required by Depositor; provided that
(A) 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 and (B) in rendering the opinions
expressed above, such counsel may limit such opinions to matters
governed by the laws of the State of New York and the laws of 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;
(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; and
(vi) all other information, documents, certificates, or
letters with respect to the Mortgage Loans or Seller and its
Affiliates as are reasonably requested by Depositor in order for
Depositor to perform any of it obligations or satisfy any of the
conditions on its part to be performed or satisfied pursuant to any
sale of Mortgage Loans by Depositor as contemplated herein.
(c) Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.
(d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five (5) limited powers of attorney in favor of the Trustee and
applicable Special Servicer empowering the Trustee and, in the event of the
failure or incapacity of the Trustee, the applicable Special Servicer, to
record, at the expense of Seller, any Mortgage Loan Documents required to be
recorded and any intervening assignments with evidence of recording thereon that
are required to be included in the Mortgage Files. Seller shall reasonably
cooperate with the Trustee and the applicable Special Servicer in connection
with any additional powers or revisions thereto that are requested by such
parties.
Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:
(a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement,
including, without limitation, payment of the Mortgage Loan Purchase Price,
shall have been duly performed and complied with in all material respects; and
all of the representations and warranties of Depositor under this Agreement
shall be true and correct in all material respects as of the Closing Date; and
no event shall have occurred with respect to Depositor which, with notice or the
passage of time, would constitute a material default under this Agreement, and
Seller shall have received certificates to that effect signed by authorized
officers of Depositor.
(b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:
(i) an officer's certificate of Depositor, dated as of the
Closing Date, with the resolutions of Depositor authorizing the
transactions set forth therein, together with copies of the charter,
by-laws and certificate of good standing dated as of a recent date
of Depositor; and
(ii) such other certificates of its officers or others, such
opinions of Depositor's counsel and such other documents required to
evidence fulfillment of the conditions set forth in this Agreement
as Seller or its counsel may reasonably request.
(c) Depositor shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after Closing.
Section 6. Representations and Warranties of Seller.
(a) Seller represents and warrants to Depositor as of the date
hereof, as follows:
(i) Seller is duly organized and is validly existing as a
federal savings bank in good standing under the laws of the United
States of America. 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,
investigation, suit or proceeding before or by any court, regulatory
authority or governmental agency or body pending or, to the
knowledge of Seller, threatened, which is reasonably likely to
materially and adversely affect the performance by Seller of this
Agreement or the consummation of transactions contemplated by this
Agreement.
(ii) Seller has the full power, authority and legal right to
hold, transfer and convey the Mortgage Loans and to execute and
deliver this Agreement (and all agreements and documents executed
and delivered by Seller in connection herewith) and to perform all
transactions of Seller contemplated by this Agreement (and all
agreements and documents executed and delivered by Seller in
connection herewith). Seller has duly authorized the execution,
delivery and performance of this Agreement (and all agreements and
documents executed and delivered by Seller in connection herewith),
and has duly executed and delivered this Agreement (and all
agreements and documents executed and delivered by Seller in
connection herewith). This Agreement (and each agreement and
document executed and delivered by Seller in connection herewith),
assuming due authorization, execution and delivery thereof by each
other party thereto, constitutes the legal, valid and binding
obligation of Seller enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, fraudulent
transfer, insolvency, reorganization, receivership, moratorium or
other laws relating to or affecting the rights of creditors
generally, by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law)
and by considerations of public policy.
(iii) Neither the execution, delivery and performance of this
Agreement, nor the fulfillment of or compliance with the terms and
conditions of this Agreement by Seller, will (A) conflict with or
result in a breach of any of the terms, conditions or provisions of
Seller's articles or certificate of incorporation and bylaws or
similar type organizational documents, as applicable; (B) conflict
with, result in a breach of, or constitute a default or result in an
acceleration under, any agreement or instrument to which Seller is
now a party or by which it (or any of its properties) is bound if
compliance therewith is necessary (1) to ensure the enforceability
of this Agreement or (2) for Seller to perform its duties and
obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); (C)
conflict with or result in a breach of any legal restriction if
compliance therewith is necessary (1) to ensure the enforceability
of this Agreement or (2) for Seller to perform its duties and
obligations under this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith); (D) result
in the violation of any law, rule, regulation, order, judgment or
decree to which Seller or its property is subject if compliance
therewith is necessary (1) to ensure the enforceability of this
Agreement or (2) for Seller to perform its duties and obligations
under this Agreement (or any agreement or document executed and
delivered by Seller in connection herewith); or (E) result in the
creation or imposition of any lien, charge or encumbrance that would
have a material adverse effect upon Seller's ability to perform its
duties and obligations under this Agreement (or any agreement or
document executed and delivered by Seller in connection herewith),
or materially impair the ability of Depositor to realize on the
Mortgage Loans.
(iv) Seller is solvent and the sale of the Mortgage Loans (1)
will not cause Seller to become insolvent and (2) is not intended by
Seller to hinder, delay or defraud any of its present or future
creditors. After giving effect to its transfer of the Mortgage
Loans, as provided herein, the value of Seller's assets, either
taken at their present fair saleable value or at fair valuation,
will exceed the amount of Seller's debts and obligations, including
contingent and unliquidated debts and obligations of Seller, and
Seller will not be left with unreasonably small assets or capital
with which to engage in and conduct its business. Seller does not
intend to, and does not believe that it will, incur debts or
obligations beyond its ability to pay such debts and obligations as
they mature. No proceedings looking toward liquidation, dissolution
or bankruptcy of Seller are pending or contemplated.
(v) No consent, approval, authorization or order of, or
registration or filing with, or notice to, any court or governmental
agency or body having jurisdiction or regulatory authority over
Seller is required for (A) Seller's execution, delivery and
performance of this Agreement (or any agreement or document executed
and delivered by Seller in connection herewith), (B) Seller's
transfer and assignment of the Mortgage Loans, or (C) the
consummation by Seller of the transactions contemplated by this
Agreement (or any agreement or document executed and delivered by
Seller in connection herewith) or, to the extent so required, such
consent, approval, authorization, order, registration, filing or
notice has been obtained, made or given (as applicable), except for
the filing or recording of assignments and other Mortgage Loan
Documents contemplated by the terms of this Agreement and except
that Seller may not be duly qualified to transact business as a
foreign corporation or licensed in one or more states if such
qualification or licensing is not necessary to ensure the
enforceability of this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith).
(vi) In connection with its sale of the Mortgage Loans, Seller
is receiving new value. The consideration received by Seller upon
the sale of the Mortgage Loans constitutes at least fair
consideration and reasonably equivalent value for the Mortgage
Loans.
(vii) Seller does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant of
Seller contained in this Agreement (or any agreement or document
executed and delivered by Seller in connection herewith).
(viii) There are no actions, suits or proceedings pending or,
to Seller's knowledge, threatened in writing against Seller which
are reasonably likely to draw into question the validity of this
Agreement (or any agreement or document executed and delivered by
Seller in connection herewith) or which, either in any one instance
or in the aggregate, are reasonably likely to materially impair the
ability of Seller to perform its duties and obligations under this
Agreement (or any agreement or document executed and delivered by
Seller in connection herewith).
(ix) Seller's performance of its duties and obligations under
this Agreement (and each agreement or document executed and
delivered by Seller in connection herewith) is in the ordinary
course of business of Seller and Seller's transfer, assignment and
conveyance of the Mortgage Loans pursuant to this Agreement are not
subject to the bulk transfer or similar statutory provisions in
effect in any applicable jurisdiction. The Mortgage Loans do not
constitute all or substantially all of Seller's assets.
(x) Seller has not dealt with any Person that may be entitled,
by reason of any act or omission of Seller, to any commission or
compensation in connection with the sale of the Mortgage Loans to
Depositor hereunder except for (A) the reimbursement of expenses as
described herein or otherwise in connection with the transactions
described in Section 2 hereof and (B) the commissions or
compensation owed to the Underwriters or the Initial Purchaser.
(xi) Seller is not in default or breach of any agreement or
instrument to which Seller is now a party or by which it (or any of
its properties) is bound which breach or default would materially
and adversely affect the ability of Seller to perform its
obligations under this Agreement.
(xii) The representations and warranties contained in Exhibit
A hereto, subject to the exceptions to such representations and
warranties set forth on Schedule V hereto, are true and correct in
all material respects as of the date hereof with respect to the
Mortgage Loans identified on Schedule II.
(xiii) The information set forth in any Disclosure Information
(as defined in the NCB, FSB Indemnification Agreement), as last
forwarded to each prospective investor at or prior to the date on
which a contract for sale was entered into with such prospective
investor, (i) does not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading and (ii) complies with the requirements of
and contains all of the applicable information required by
Regulation AB (as defined in the NCB, FSB Indemnification
Agreement); but only to the extent that (i) such information regards
the Mortgage Loans and is contained in the Loan Detail (as defined
in the NCB, FSB Indemnification Agreement) or, to the extent
consistent therewith, the Diskette (as defined in the NCB, FSB
Indemnification Agreement) or (ii) such information regarding the
Seller or the Mortgage Loans was contained in the Confidential
Offering Circular or the Prospectus Supplement under the headings
"Summary of Prospectus Supplement--Relevant Parties/Entities,"
"--Sponsors," "--Originators," "--The Underlying Mortgage Loans,"
"--Source of the Underlying Mortgage Loans," "Risk Factors,"
"Description of the Sponsors" "Description of the Underlying
Mortgage Loans" and "--Significant Mortgage Loans" and such
information does not represent an incorrect restatement or an
incorrect aggregation of correct information regarding the Mortgage
Loans contained in the Loan Detail.
(b) Seller hereby agrees that it shall be deemed to make, as of the
date of substitution, to and for the benefit of the Trustee as the holder of the
Mortgage Loan to be replaced, with respect to any replacement mortgage loan (a
"Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected by
a Material Defect or a Material Breach, pursuant to Section 7 of this Agreement,
each of the representations and warranties set forth in Exhibit A hereto
(references therein to "Closing Date" being deemed to be references to the "date
of substitution" and references therein to "Cut-off Date" being deemed to be
references to the "due date for the subject Replacement Mortgage Loan during the
month of substitution"). From and after the date of substitution, each
Replacement Mortgage Loan, if any, shall be deemed to constitute a "Mortgage
Loan" hereunder for all purposes.
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 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, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.
If Seller receives notice of a breach of any of the representations
or warranties made by Seller with respect to the Mortgage Loans (subject to the
exceptions to such representations and warranties set forth in the Exception
Report), as of the date hereof in Section 6(a)(xii) or as of the Closing Date
pursuant to Section 4(b)(iii) (in either case, subject to the exceptions to such
representations and warranties set forth in the Exception Report), or in the
case of any Replacement Mortgage Loan, as of the date of substitution pursuant
to Section 6(b) (in any such case, a "Breach"), 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 (or its designee's) possession within the time
period required herein or (b) such document has not been properly executed or is
otherwise defective on its face (clause (a) and clause (b) each, a "Defect"
(which term shall include the "Defects" detailed in the immediately following
paragraph) in the related Mortgage File), and if such Breach or Defect, as the
case may be, materially and adversely affects, or is deemed hereby to materially
and adversely affect, the value of any Mortgage Loan or any successor REO Loan
with respect thereto or the interests of the Holders of any Class of
Certificates (in which case such Breach or Defect shall be a "Material Breach"
or a "Material Defect," as applicable), then Seller shall, upon written request
of Depositor, the Trustee, the applicable Master Servicer or the applicable
Special Servicer, not later than 90 days after the receipt by Seller of such
written request (subject to the second succeeding paragraph, the "Initial
Resolution Period"): (i) cure such Breach or Defect in all material respects;
(ii) repurchase the affected Mortgage Loan at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement); or (iii) substitute, in
accordance with the Pooling and Servicing Agreement, one or more Qualified
Substitute Mortgage Loans (as defined in the Pooling and Servicing Agreement)
for such affected Mortgage Loan (provided that in no event shall any
substitution occur later than the second anniversary of the Closing Date) and
pay the applicable Master Servicer for deposit into the applicable Collection
Account any Substitution Shortfall Amount (as defined in the Pooling and
Servicing Agreement) in connection therewith; provided, however, that if (i)
such Material Breach or Material Defect is capable of being cured but not within
the Initial Resolution Period, (ii) such Material Breach or Material Defect does
not cause the related Mortgage Loan not to be a "qualified mortgage" (within the
meaning of Section 860G(a)(3) of the Code), (iii) Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Defect
within the Initial Resolution Period and (iv) Seller has delivered to the Rating
Agencies, the applicable Master Servicer, the applicable Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90-day period, then Seller shall have an
additional 90 days to cure such Material Defect or Material Breach. If any
Breach pertains to a representation or warranty that the related Mortgage Loan
Documents or any particular Mortgage Loan Document requires the related Borrower
to bear the costs and expenses associated with any particular action or matter
under such Mortgage Loan Document(s), then Seller shall cure such Breach within
the Initial Resolution Period by reimbursing the Trust Fund (by wire transfer of
immediately available funds) the reasonable amount of any such costs and
expenses incurred by the applicable Master Servicer, the applicable 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, Seller shall have the option
to either repurchase the related Mortgage Loan at the applicable Purchase Price
or pay such costs and expenses. Except as provided in the proviso to the
immediately preceding sentence, Seller shall remit the amount of such costs and
expenses and upon its making such remittance, Seller shall be deemed to have
cured such Breach in all respects. With respect to any repurchase of a Mortgage
Loan hereunder or 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 Due Date in the month of
substitution, and scheduled payments of principal and interest due with respect
to each Mortgage Loan being repurchased or replaced after the related Cut-off
Date and received by the applicable Master Servicer or the applicable Special
Servicer on behalf of the Trust on or prior to the related date of repurchase or
substitution, shall be part of the Trust Fund; and (C) scheduled payments of
principal and interest due with respect to each such Qualified Substitute
Mortgage Loan on or prior to the Due Date in the month of substitution, and
scheduled payments of principal and interest due with respect to each Mortgage
Loan being repurchased or replaced and received by the applicable Master
Servicer or the applicable Special Servicer on behalf of the Trust after the
related date of repurchase or substitution, shall not be part of the Trust Fund,
and Seller (or, if applicable, any person effecting the related repurchase or
substitution in the place of Seller) shall be entitled to receive such payments
promptly following receipt by the applicable Master Servicer or the applicable
Special Servicer, as applicable, under the Pooling and Servicing Agreement.
Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) of the last
sentence of the first paragraph of Section 3 hereof; (d) the absence from the
Mortgage File of any intervening assignments required to create an effective
assignment to the Trustee on behalf of the Trust, unless there is included in
the Mortgage File a certified copy of the intervening assignment as recorded or
as sent for recordation, together with a certificate stating that the original
intervening assignment was sent for recordation, or a copy of the intervening
assignment and the related recording information; or (e) the absence from the
Servicer File of any required original letter of credit, provided that such
Defect may be cured by any substitute letter of credit or cash reserve on behalf
of the related Borrower; or (f) the absence from the Mortgage File of the
original or a copy of any required ground lease. In addition, Seller shall cure
any Defect described in clause (b), (c), (e) or (f) of the immediately preceding
sentence as required in Section 2.02(b) of the Pooling and Servicing Agreement.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.
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 a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice pursuant to this Section 7
or its discovery of such Defect or Breach (which period shall not be subject to
extension).
If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Mortgage Loan that is a part of a
Mortgage Group (as defined below) and (iii) the applicable Breach or Defect does
not constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in such Mortgage Group (without regard to this paragraph), then
the applicable Breach or Defect, as the case may be, will be deemed to
constitute a Breach or Defect, as the case may be, as to any other Crossed
Mortgage Loan in the Mortgage Group for purposes of the above provisions, and
Seller will be required to repurchase or substitute for such other Crossed
Mortgage Loan(s) in the related Mortgage Group in accordance with the provisions
of this Section 7 unless such other Crossed Mortgage Loans satisfy the Crossed
Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing
Agreement) and Seller can satisfy all other criteria for substitution or
repurchase of the affected Mortgage Loan(s) set forth in the Pooling and
Servicing Agreement. In the event that one or more of such other Crossed
Mortgage Loans satisfy the Crossed Mortgage Loan Repurchase Criteria, Seller may
elect either to repurchase or substitute for only the affected Crossed Mortgage
Loan as to which the related Material Breach or Material Defect exists or to
repurchase or substitute for all of the Crossed Mortgage Loans in the related
Mortgage Group. The determination of the applicable Special Servicer as to
whether the Crossed Mortgage Loan Repurchase Criteria have been satisfied shall
be conclusive and binding in the absence of manifest error. The Seller shall be
responsible for the cost of any Appraisal required to be obtained by the
applicable Master Servicer to determine if the Crossed Mortgage Loan Repurchase
Criteria have been satisfied, so long as the scope and cost of such Appraisal
has been approved by Seller (such approval not to be unreasonably withheld). For
purposes of this paragraph, a "Mortgage Group" is any group of Mortgage Loans
identified as a Mortgage Group on Schedule III to this Agreement.
Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable Master
Servicer, the applicable Special Servicer, the Trustee or the Trust Fund in
connection therewith, including any unreimbursed advances and interest thereon
made with respect to the Mortgaged Property that is being released and (iii)
such cure by release of such Mortgaged Property is effected within the time
periods specified for cure of a Material Breach or Material Defect in this
Section 7.
The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to 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 (and, in the case of a
substitution, receipt of the Mortgage File(s) for the related Qualified
Substitute Mortgage Loans(s)), shall promptly release the related Mortgage File
and Servicer File or cause them to be released, to Seller and shall execute and
deliver such instruments of transfer or assignment 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 Mortgage Loan Documents.
It is understood and agreed that the obligations of Seller set forth
in this Section 7 constitute the sole remedies available to Depositor and its
successors and assigns against Seller respecting any Breach or Defect affecting
a Mortgage Loan.
Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that Seller repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner prescribed above
while the Trustee continues to hold any related Crossed Mortgage Loans, Seller
and Depositor (on behalf of its successors and assigns) agree to modify upon
such repurchase or substitution, the related Mortgage Loan Documents in a manner
such that such affected Crossed Mortgage Loan repurchased or substituted by
Seller, on the one hand, and any related Crossed Mortgage Loans still held by
the Trustee, on the other, would no longer be cross-defaulted or
cross-collateralized with one another; provided that Seller shall have furnished
the Trustee, at Seller's expense, with an Opinion of Counsel that such
modification shall not cause an Adverse REMIC Event; and provided, further, that
if such Opinion of Counsel cannot be furnished, Seller and Depositor hereby
agree that such repurchase or substitution of only the affected Crossed Mortgage
Loans, notwithstanding anything to the contrary herein, shall not be permitted
(in which case, the Seller will be obligated to purchase or substitute for all
Crossed Mortgage Loans in the related Mortgage Group (defined above)). Any
reserve or other cash collateral or letters of credit securing the subject
Crossed Mortgage Loans shall be allocated between such Mortgage Loans in
accordance with the Mortgage Loan Documents. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof.
Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by
Seller of the parenthetical in representation (xxviii)(1) set forth on Exhibit A
hereto. Unless the Seller elects to repurchase or substitute for such Mortgage
Loan in accordance with the second paragraph of Section 7 Seller shall pay all
reasonable costs and expenses associated with a defeasance of a Mortgage Loan to
the extent such costs and expenses have not been paid by the related Borrower
and such Borrower is not required to pay them under the terms of the related
Mortgage Loan Documents in effect on or before the Closing Date, the payment of
which fees shall constitute the sole remedy of any breach by Seller of
representation (liii)(F) set forth on Exhibit A hereto unless the Seller elects
to repurchase or substitute for such Mortgage Loan in accordance with the second
paragraph of Section 7.
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, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.
(c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.
(d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.
Section 11. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 13 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. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 13 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
shall be paid by the party incurring the subject expense).
Section 13. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. 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 of this Agreement, 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 demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 00 Xxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxx, Telecopy No.: (212)
743-4756 (with a copy to Xxxxx XxXxxxxxxx, Esq., Legal & Compliance Department,
Telecopy No.: (000) 000-0000), or such other address or telecopy number as may
be designated by Depositor to Seller in writing, or (b) if sent to Seller, will
be mailed, delivered or telecopied and confirmed to it at 0000 Xxx Xxxxxx, X.X.,
Xxxxxxxxxx, X.X. 00000, Attention: Xxxxxxxx Xxxxx, Telecopy No.: (000) 000-0000,
or such other address or telecopy number as may be designated by Seller to
Depositor in writing.
Section 15. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use its best
efforts to deliver proposed disclosure language relating to any event described
under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the
Trustee and the Depositor within one (1) business day and in any event no later
than two (2) business days of the Seller becoming aware of such event and shall
provide disclosure relating to any other event reasonably determined by the
Depositor as required to be disclosed on Form 8-K, Form 10-D or Form 10-K within
two (2) business days following the Depositor's request for such disclosure
language. The obligation of the Seller to provide the above referenced
disclosure materials will terminate upon notice from the Depositor or the
Trustee that the Trustee has filed a Form 15 with respect to the Trust Fund as
to that fiscal year in accordance with Section 11.10(a) of the Pooling and
Servicing Agreement. The Seller hereby acknowledges that the information to be
provided by it pursuant to this Section will be used in the preparation of
reports meeting the reporting requirements of the Trust under Section 13(a)
and/or Section 15(d) of the Securities Exchange Act of 1934, as amended.
Section 16. 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 17. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, 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 designated
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
March 7, 2006, among Seller, Depositor, the Initial Purchaser and the
Underwriters, relating to, among other things, information regarding the
Mortgage Loans in the Prospectus Supplement and the Offering Circular, subject
to all limitations therein contained, shall also be for the benefit of the
officers and directors of Depositor, the Underwriters and the Initial Purchaser
and any person or persons who control Depositor, the Underwriters and the
Initial Purchaser within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934, as amended, and (b) the
rights of Depositor pursuant to this Agreement, subject to all limitations
herein contained, including those set forth in Section 7 of this Agreement, may
be assigned to the Trustee, for benefit of the Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to such rights of Depositor
hereunder; provided that the Trustee shall have no right to further assign such
rights to any other Person. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assign
because of such ownership.
Section 18. 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 19. 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 20. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.
Section 21. 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 22. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:
(a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;
(b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:
(i) all accounts, contract rights (including any guarantees),
general intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of credit,
advices of credit and investment property consisting of, arising
from or relating to any of the property described in the Mortgage
Loans, including the related Notes, Mortgages and title, hazard and
other insurance policies, identified on the Mortgage Loan Schedule
or that constitute 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 clause (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 clauses (i) and (ii) above payable after the Cut-off
Date;
(c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;
(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, securities 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; and
(e) 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 and may prepare and file such UCC Financing Statements
as may be necessary or appropriate to accomplish the foregoing.
Section 23. 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.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as of the date first
above written.
NCB, FSB
as Seller
By:____________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
as Depositor
By:____________________________________
Name:
Title:
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 March 1, 2006, between NCB, FSB and Credit Suisse First Boston Mortgage
Securities Corp. Capitalized terms used herein without definition have the
meanings given them in or by reference in the Agreement or, if not defined in
the Agreement, in the Pooling and Servicing Agreement.
"Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.
"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 March 7, 2006, between Depositor and the Initial Purchaser.
"Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-C1.
"Closing" shall have the meaning given that term in Section 2 of
this Agreement.
"Closing Date" means March 22, 2006.
"Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.
"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, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in March 2006 (or with
respect to Mortgage Loans which had closing/funding dates in March 2006, the
respective closing/funding dates of such Mortgage Loans).
"Defect" shall have the meaning given such term in Section 7 of this
Agreement.
"Depositor" shall have the meaning given such term in the first
sentence of this Agreement.
"Environmental Report" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.
"Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(a)(xii) and under the written certificate described in Section
4(b)(iii) of this Agreement, which exceptions are set forth in Schedule V
attached hereto and made a part hereof.
"Initial Purchaser" means Credit Suisse Securities (USA) LLC.
"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 related Mortgage Loan Originator and the related
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 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 of this Agreement).
"Mortgage Group" shall have the meaning given such term in Section 7
of this Agreement.
"Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.
"Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.
"Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.
"Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.
"Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.
"NCB, FSB Indemnification Agreement" means the agreement by and
among the Depositor, the Seller and each Underwriter.
"Offering Circular" means the confidential offering circular dated
March 7, 2006, describing certain classes of the Private Certificates.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of March
1, 2006, among Depositor, the Master Servicers, the Special Servicers and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.
"Primary Collateral" means with respect to any Crossed Mortgage
Loan, that portion of the Mortgaged Property designated as directly securing
such Crossed Mortgage Loan and excluding any Mortgaged Property as to which the
related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such Crossed Mortgage Loan.
"Private Certificates" means the Certificates that are not Publicly
Offered Certificates.
"Prospectus" means the Prospectus dated March 7, 2006, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-129918).
"Prospectus Supplement" means the Prospectus Supplement, dated March
7, 2006, relating to the Publicly Offered Certificates.
"Publicly Offered Certificates" means the Class A-1, Class X-0,
Xxxxx X-0, Class A-AB, Class A-3, Class A-4, Class A-1-A, Class A-M, Class A-J,
Class B, Class C, Class D, Class E and Class F Certificates.
"Seller" shall have the meaning given such term in the first
sentence of this Agreement.
"Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan which are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).
"Trust Fund" shall have the meaning given such term in Recital II of
this Agreement.
"Trustee" shall have the meaning given such term in Section 1 of
this Agreement.
"Underwriters" means Credit Suisse Securities (USA) LLC, GMAC
Commercial Holding Capital Markets Corp., McDonald Investments Inc. and Banc of
America Securities LLC.
"Underwriting Agreement" means the Underwriting Agreement, dated
March 8, 2006, between Depositor and the Underwriters.
SCHEDULE II
MORTGAGE LOAN SCHEDULE
[see attached]
Loan Group
# # Property Name Address
---- ---------- ----------------------------------- ---------------------------------------------------------
77 1 Phoenix Ranch Market 0000-0000 Xxxxx 00xx Xxxxxx and 0000-0000
Xxxx Xxxxxxxxx Xxxx
79 2 Tall Oaks Apartments 000 Xxxx Xxxx Xxxxx
92 1 Fed Ex Central Distribution Center 0000 00xx Xxxxxx
107 2 Coronet Hall Tenants Corp. 000-00 Xxxxxxxx Xxxxxx
111 1 Finksburg Plaza 0000 Xxxxxx Xxxx
116 1 Amelon Square U.S. Xxxxx 00 xxx Xxxxx Xxxxx 000
000 2 000 Xxxx 00xx Xxxxxx Owners, Inc. 000 Xxxx 00xx Xxxxxx
126 0 Xxxxxxxx Xxxxxxxx X 0000 Xxxxxxxx Xxxxxxx Road
136 2 Xxxxxxxxxxx House, Inc. 00 Xxxx 00xx Xxxxxx a/k/a 00 Xxxx 00xx Xxxxxx
000 0 Xxxxxxxxx Owners, Inc. 0000 Xxxxxxxxxx Xxxxxx
150 1 Xxxxx Xxxxxx Xxxxxxxx 0000 Xxxxxxx Xxxx Xxxx
153 2 Salem Arms Apartments 0000 Xxxxxx Xxxxx
164 2 00 Xxxx 00xx Xxxxxx, Inc. 00 Xxxx 00xx Xxxxxx
167 2 000 Xxxx 00xx Xxxxxx Tenants Corp. 000 Xxxx 00xx Xxxxxx
169 1 Xxxxxxxxxx'x Real Estate Portfolio 0000 Xxxxx X Xxxxxx, 0000 Xxxxx Xxxxxx, 0000 Xxxxx Xxxxxx
181 2 639 Apartments Corp. 000 Xxxx Xxx Xxxxxx
182 0 00xx Xxxxxx Xxxxxxx, Inc. 0 Xxxx 00xx Xxxxxx
190 2 Ocean Terrace Owners, Inc. 0000 Xxxxx Xxxxxxx
195 1 Xxxxxx Xxxx Shopping Center 0000 Xxxxxx Xxxxx Xxxx
198 2 26 Gramercy Park Owners Corp. 00 Xxxxxxxx Xxxx Xxxxx
000 0 Xxxxxxxxx Xxxxx 0000 Xxxxxx Xxxxx
205 2 Linden Hill No. 2 Cooperative Corp. 00-00/00-00 Xxxxx Xxxxxx, 142-14/20 26th Ave,
00-00/00-00 Xxxxxxx Xxxxxxxxx
209 2 Skyline Terrace Cooperative, Inc. 000 Xxxxxxxx Xxxxxxx
211 2 000 Xxxxxx Xxxxxx Owners', Inc. 000 Xxxxxx Xxxxxx
226 2 40 East 88 Owners, Inc. 00 Xxxx 00xx Xxxxxx
227 2 000 Xxxx 00xx Xxxxxx Owners, Inc. 000 Xxxx 00xx Xxxxxx
228 2 Ten Eighty Apartment Corporation 0000 Xxxxx Xxxxxx
235 2 Xxxxxx Court Apartment Corp. 000 Xxxxxxxx Xxxxxx
242 1 Xxxxx Company, Store Xx. 00 00000 Xxxxxx Xxxxxx Xxxx
243 1 Reisterstown Village Center 00-00 Xxxx Xxxxxx
248 2 Park East Apartments, Inc. 000 Xxxx 00xx Xxxxxx
249 2 Suburbia Owners, Inc. 000 Xxxxxx Xxxxxx
255 2 525 East 82 Owners Corp. 000 Xxxx 00xx Xxxxxx
256 0 00xx Xxxxxx Xxxx Corporation 000 Xxxx 00xx Xxxxxx
000 0 Xxxxxxx Xxxxxxx Corp. 000-00/00 00xx Xxxx
000 0 Xxxx Xxxxx Owners Corp. 000-00 00xx Xxxx
000 0 Xxxx Xxxxxxx Apartments, Inc. 0000 Xx. Xxxx Xxxxxx
266 2 34-15 Properties Ltd. 00-00 00xx Xxxxxx & 00-00 00xx Xxxxxx
280 2 000 Xxxx 00xx Xx. Owners Corp. 000 Xxxx 00xx Xxxxxx
295 2 000 Xxxx Xxxxxx Xxxxxxxxx Xxxx. 000 Xxxx Xxxxxx
298 2 00-00 00xx Xxx. Owners Inc. 00-00 00xx Xxxxxx
000 0 000 Xxxxxxxxx Owners Corp. 000 Xxxxxxxxx Xxxxx
313 2 81st Dwellers Inc. 00 Xxxx 00xx Xxxxxx
318 2 West 15 Townhouse Corporation 000 Xxxx 00xx Xxxxxx
319 2 Palisade Gardens Apartments Corp. 000 Xxxxxxxx Xxxxxx
000 0 Xxx Xxxxxxx Shops 0000 Xxx Xxxxxxx Xxxx
325 2 000-00 Xxxxxxxx Xxxxxx Owners, Inc. 000-00 Xxxxxxxx Xxxxxx
331 2 00 Xxxx 00xx Xxxxxx Owners, Inc. 00 Xxxx 00xx Xxxxxx
333 1 Frankfort Center 00000 Xxxxx Xx Xxxxxx Xxxx
336 2 60 Tenants Corp. 00 Xxxx 00xx Xxxxxx
340 2 Irving Place Tenant Corp. 000 Xxxx 00xx Xxxxxx
342 2 16 Canterbury Corp. 00 Xxxxxxxxxx Xxxx
353 1 Hollywood Video Plaza 7045 Clarcona Ocoee Road
362 1 Cyrus-Coral, LLC 0000 Xxxxx Xxxxxx
363 2 35 East Tenants Corp. 00 Xxxx 00xx Xxxxxx
368 1 Crossroads Shopping Center 0000 Xxxxxxx Xxxx
374 1 The Xxxxxxxx Building 0000-0000 Xxxx Xxxxx Xxxx
378 2 45-53 Cabrini Owners Corp. 00-00 Xxxxxxx Xxxxxxxxx
383 2 000 Xxxxxxxxx Xx. Corp. 000 Xxxxxxxxx Xxxxxx
389 2 00 Xxxx 00xx Xxxxxx Tenants Corp. 00 Xxxx 00xx Xxxxxx
390 2 No. 24 Gramercy Park, Inc. 00 Xxxxxxxx Xxxx Xxxxx a/k/a 000-000 Xxxx 00xx Xxxxxx
391 2 000 Xxxxx Xxxxx Xxx. Realty Corp. 000 Xxxxx Xxxxx Xxxxxx
397 2 Xxxxxxx Court Owners, Inc. 000 Xxxxxxxxxx Xxxxxx
399 2 Xxxxxxxxx Xxxx Cooperative, Inc. 388, 394 and 000 Xxxxxxxxx Xxxxxx
402 2 3755 Owners Ltd. 0000 Xxxxx Xxxxxx Xxxxxxx
403 2 Jeffersonian Xxx Street Corp. 0-00 Xxx Xxxxxx
409 2 000 Xxxx 00xx Xxxxxx, Inc. 000 Xxxx 00xx Xxxxxx
411 2 Charlton Cooperative Corp. 000 Xxxxxxxx Xxxxxx
412 2 80/Columbus Owners Corp. 000-000 Xxxx 00xx Xxxxxx
413 2 204-206 Owners Corp. 000-000 Xxxx 00xx Xxxxxx
414 2 Fumoha Development Corp. 000 Xxxx 00xx Xxxxxx
415 2 0000 Xxxxx Xxxxxxx Owners Corp. 0000 Xxxxx Xxxxxxx
416 2 Phosphorus Crackled Roseville Corp. 00 Xxxxx Xxxxxx
417 2 557 3rd Owners Corp. 000 Xxxxx Xxxxxx
Xxxxx/
Xx. Ft./
Zip Rooms/ Original Cut-off
# City State Code Pads Balance Balance (1)
---- ------------------- ----- --------------- -------- ---------- ----------
77 Xxxxxxxx XX 00000 and 85301 96,847 $9,000,000 $8,972,336
79 Xxxxxxx XX 00000 172 $8,800,000 $8,787,771
92 Xxx Xxxxx XX 00000 76,822 $7,600,000 $7,600,000
000 Xxxxxxx Xxxxxxx XX 00000 141 $6,800,000 $6,800,000
000 Xxxxxxxxx XX 00000 83,635 $6,600,000 $6,600,000
000 Xxxxxxx Xxxxxxx XX 00000 142,231 $6,500,000 $6,469,136
125 Xxx Xxxx XX 00000 161 $6,000,000 $6,000,000
000 Xxxxxxxxxx XX 00000 53,057 $6,000,000 $6,000,000
136 Xxx Xxxx XX 00000 104 $5,500,000 $5,500,000
000 Xxxxxxxxx XX 00000 117 $5,000,000 $5,000,000
150 Xxxxxxxx Xxxxxxx XX 00000 49,800 $5,000,000 $4,968,648
000 Xxxxxxx XX 00000 136 $4,800,000 $4,793,330
164 Xxx Xxxx XX 00000 47 $4,500,000 $4,500,000
167 Xxx Xxxx XX 00000 118 $4,400,000 $4,386,706
000 Xxxxxxxxxxx XX Various 73,247 $4,300,000 $4,286,783
181 Xxx Xxxx XX 00000 60 $4,000,000 $3,990,288
182 Xxx Xxxx XX 00000 79 $4,000,000 $3,983,458
000 Xxxxxxxx XX 00000 190 $3,750,000 $3,728,371
000 Xxxxxxxxxx XX 00000 56,220 $3,700,000 $3,695,058
198 Xxx Xxxx XX 00000 69 $3,650,000 $3,638,104
204 Xxxxxxxx XX 00000 59,575 $3,507,000 $3,495,842
000 Xxxxxxxx XX 00000 384 $3,500,000 $3,491,571
000 Xxxxxx Xxxxxx XX 00000 140 $3,500,000 $3,474,813
000 Xxxxx XX 00000 94 $3,300,000 $3,295,852
226 Xxx Xxxx XX 00000 86 $3,000,000 $3,000,000
227 Xxx Xxxx XX 00000 89 $3,000,000 $3,000,000
228 Xxx Xxxx XX 00000 53 $3,000,000 $3,000,000
000 Xxxxxxxxxx XX 00000 70 $3,000,000 $2,983,968
242 Xxxxxxxxxx XX 00000 8,149 $2,900,000 $2,878,325
000 Xxxxxxxxxxxx XX 00000 21,545 $2,900,000 $2,872,051
248 Xxx Xxxx XX 00000 56 $2,800,000 $2,791,540
249 Xxxxxxxxxxx XX 00000 90 $2,800,000 $2,780,118
255 Xxx Xxxx XX 00000 89 $2,600,000 $2,600,000
256 Xxx Xxxx XX 00000 41 $2,600,000 $2,600,000
000 Xxx Xxxxxxx Xxxxx XX 00000 88 $2,500,000 $2,496,599
000 Xxxxxx Xxxxx XX 00000 130 $2,500,000 $2,493,268
000 Xxxxx XX 00000 66 $2,500,000 $2,487,237
000 Xxxxxxx Xxxxxxx XX 00000 160 $2,450,000 $2,415,245
280 Xxx Xxxx XX 00000 50 $2,200,000 $2,184,674
295 Xxx Xxxx XX 00000 38 $2,000,000 $1,994,742
000 Xxxxxxxx XX 00000 75 $2,000,000 $1,990,695
308 Xxx Xxxx XX 00000 40 $1,892,000 $1,889,387
313 Xxx Xxxx XX 00000 60 $1,850,000 $1,850,000
318 Xxx Xxxx XX 00000 61 $1,800,000 $1,800,000
000 Xxxxxxx XX 00000 60 $1,800,000 $1,794,531
320 Xxxxxxx XX 00000 9,600 $1,780,000 $1,776,044
000 Xxxxxxxx XX 00000 109 $1,700,000 $1,694,994
331 Xxx Xxxx XX 00000 81 $1,600,000 $1,597,314
000 Xxxxxxxxx XX 00000 9,259 $1,600,000 $1,595,129
336 Xxx Xxxx XX 00000 75 $1,565,000 $1,565,000
340 Xxx Xxxx XX 00000 12 $1,500,000 $1,495,018
342 Xxxxx Xxxx XX 00000 42 $1,500,000 $1,493,366
353 Xxxxxxx XX 00000 9,450 $1,400,000 $1,396,883
000 Xxxxx XX 00000 19,850 $1,300,000 $1,294,339
363 Xxx Xxxx XX 00000 44 $1,300,000 $1,285,604
000 Xxxxxxxx XX 00000 16,535 $1,200,000 $1,197,376
000 Xxxxxxxxxx Xxxxxxxx XX 00000 12,000 $1,150,000 $1,143,025
378 Xxx Xxxx XX 00000 42 $1,100,000 $1,096,788
383 Xxx Xxxx XX 00000 28 $1,100,000 $1,094,408
389 Xxx Xxxx XX 00000 8 $1,000,000 $1,000,000
390 Xxx Xxxx XX 00000 28 $1,000,000 $1,000,000
000 Xxxxxxxx XX 00000 76 $1,000,000 $994,463
000 Xxxxxxxxxx XX 00000 33 $950,000 $942,444
000 Xxxxxxxx XX 00000 43 $900,000 $895,839
000 Xxxxxxxxx XX 00000 91 $850,000 $838,509
403 Xxx Xxxx XX 00000 12 $825,000 $825,000
409 Xxx Xxxx XX 00000 20 $600,000 $595,970
411 Xxx Xxxx XX 00000 12 $580,000 $576,112
412 Xxx Xxxx XX 00000 14 $550,000 $548,628
413 Xxx Xxxx XX 00000 29 $500,000 $491,150
414 Xxx Xxxx XX 00000 7 $425,000 $424,071
000 Xxxxxxxx XX 00000 39 $425,000 $417,756
416 Xxx Xxxx XX 00000 4 $325,000 $323,620
000 Xxxxxxxx XX 00000 4 $170,000 $169,143
Orig Rem. Orig Rem. Net
Amort. Amort. Term to Term to Interest Interest
# Term Term (1) Maturity (2) Maturity (1) (2) Rate Rate
---- ------------- ------------- ------------ ---------------- ------ ------
77 360 357 120 117 5.8700% 5.7892%
79 360 359 120 119 5.5700% 5.4892%
92 360 360 120 116 5.4700% 5.3892%
107 Interest Only Interest Only 120 117 5.0800% 4.9992%
111 360 360 120 118 5.6300% 5.5492%
116 300 297 120 117 5.4200% 5.3392%
125 Interest Only Interest Only 120 115 5.0400% 4.9592%
126 360 360 120 118 5.5300% 5.4492%
136 360 360 120 115 5.3100% 5.2292%
148 Interest Only Interest Only 180 177 5.4200% 5.3392%
150 300 296 120 116 5.5000% 5.4192%
153 360 359 120 119 5.5700% 5.4892%
164 Interest Only Interest Only 120 117 5.1600% 5.0792%
167 480 475 120 115 5.1600% 5.0792%
169 360 357 120 117 5.8700% 5.7892%
181 360 358 120 118 5.2900% 5.2092%
182 420 415 120 115 5.1600% 5.0792%
190 360 355 120 115 5.1300% 5.0492%
195 360 359 60 59 5.9500% 5.8692%
198 360 357 120 117 5.5600% 5.4792%
204 300 298 120 118 5.7100% 5.6292%
205 360 358 120 118 5.3400% 5.2592%
209 360 354 120 114 4.9600% 4.8792%
211 480 478 120 118 5.6700% 5.5892%
226 Interest Only Interest Only 120 116 5.0300% 4.9492%
227 Interest Only Interest Only 120 116 5.1000% 5.0192%
228 Interest Only Interest Only 120 118 5.4800% 5.3992%
235 360 355 120 115 5.5200% 5.4392%
242 300 295 120 115 5.6900% 5.6092%
243 228 224 228 224 5.8800% 5.7992%
248 480 475 120 115 5.1600% 5.0792%
249 360 354 120 114 5.0300% 4.9492%
255 Interest Only Interest Only 120 117 5.4700% 5.3892%
256 Interest Only Interest Only 120 116 5.0000% 4.9192%
260 480 478 120 118 5.3000% 5.2192%
261 480 475 180 175 5.5600% 5.4792%
262 360 355 180 175 5.7500% 5.6692%
266 240 234 120 114 5.2500% 5.1692%
280 360 354 120 114 5.1300% 5.0492%
295 480 476 120 116 5.0100% 4.9292%
298 360 356 120 116 5.2100% 5.1292%
308 360 359 120 119 5.6300% 5.5492%
313 Interest Only Interest Only 120 114 5.0300% 4.9492%
318 Interest Only Interest Only 120 116 5.2700% 5.1892%
319 480 475 120 115 5.1400% 5.0592%
320 360 358 120 118 5.8300% 5.7492%
325 480 475 120 115 5.2500% 5.1692%
331 480 477 120 117 5.6100% 5.5292%
333 360 357 120 117 5.9200% 5.8392%
336 Interest Only Interest Only 120 115 5.1000% 5.0192%
340 360 357 120 117 5.4600% 5.3792%
342 360 356 180 176 5.4800% 5.3992%
353 360 358 60 58 5.8200% 5.7392%
362 300 297 120 117 5.9900% 5.9092%
363 240 235 240 235 5.7600% 5.6792%
368 360 358 180 178 5.9300% 5.8492%
374 300 296 120 116 5.7200% 5.6392%
378 480 475 120 115 5.2800% 5.1992%
383 420 414 120 114 5.2200% 5.1392%
389 Interest Only Interest Only 120 118 5.6600% 5.5792%
390 Interest Only Interest Only 120 116 5.0200% 4.9392%
391 360 355 120 115 5.3400% 5.2592%
397 300 295 120 115 5.4200% 5.3392%
399 360 355 120 115 6.2400% 6.1592%
402 180 176 180 176 6.2900% 6.2092%
403 Interest Only Interest Only 120 115 5.3700% 5.2892%
409 300 296 120 116 5.0400% 4.9592%
411 360 354 120 114 5.3300% 5.2492%
412 480 475 180 175 6.0600% 5.9792%
413 180 175 180 175 5.6600% 5.5792%
414 480 476 120 116 5.7100% 5.6292%
415 180 175 180 175 6.1000% 6.0192%
416 360 355 180 175 6.6500% 6.5692%
417 360 354 120 114 6.7500% 6.6692%
First
Interest Calculation Monthly Payment Maturity LTV as
# (30/360 / Actual/360) Payment Date Date ARD (3) Co-op
---- --------------------- ------- --------- --------- ------- ------
77 Actual/360 $53,210 1/1/2006 12/1/2015 N/A N/A
79 Actual/360 $50,353 3/1/2006 2/1/2016 N/A N/A
92 Actual/360 $43,009 12/1/2005 11/1/2015 N/A N/A
107 Actual/360 $29,186 1/1/2006 12/1/2015 N/A 28.8%
111 Actual/360 $38,014 2/1/2006 1/1/2016 N/A N/A
116 Actual/360 $39,606 1/1/2006 12/1/2015 N/A N/A
125 Actual/360 $25,550 11/1/2005 10/1/2015 N/A 4.3%
126 Actual/360 $34,180 2/1/2006 1/1/2016 N/A N/A
136 Actual/360 $30,576 11/1/2005 10/1/2015 N/A 3.0%
148 Actual/360 $22,897 1/1/2006 12/1/2020 N/A 11.0%
150 Actual/360 $30,704 12/1/2005 11/1/2015 N/A N/A
153 Actual/360 $27,465 3/1/2006 2/1/2016 N/A N/A
164 Actual/360 $19,619 1/1/2006 12/1/2015 N/A 4.3%
167 Actual/360 $21,685 11/1/2005 10/1/2015 N/A 5.3%
169 Actual/360 $25,422 1/1/2006 12/1/2015 N/A N/A
181 Actual/360 $22,187 2/1/2006 1/1/2016 N/A 5.9%
182 Actual/360 $20,598 11/1/2005 10/1/2015 N/A 4.3%
190 Actual/360 $20,430 11/1/2005 10/1/2015 N/A 10.9%
195 Actual/360 $22,065 3/1/2006 2/1/2011 N/A N/A
198 Actual/360 $20,862 1/1/2006 12/1/2015 N/A 11.1%
204 Actual/360 $21,978 2/1/2006 1/1/2016 N/A N/A
205 Actual/360 $19,523 2/1/2006 1/1/2016 N/A 4.9%
209 Actual/360 $18,703 10/1/2005 9/1/2015 N/A 14.5%
211 Actual/360 $17,404 2/1/2006 1/1/2016 N/A 11.4%
226 Actual/360 $12,750 12/1/2005 11/1/2015 N/A 2.3%
227 Actual/360 $12,927 12/1/2005 11/1/2015 N/A 3.0%
228 Actual/360 $13,890 2/1/2006 1/1/2016 N/A 2.0%
235 Actual/360 $17,071 11/1/2005 10/1/2015 N/A 24.9%
242 Actual/360 $18,139 11/1/2005 10/1/2015 N/A N/A
243 Actual/360 $21,149 12/1/2005 11/1/2024 N/A N/A
248 Actual/360 $13,800 11/1/2005 10/1/2015 N/A 10.7%
249 Actual/360 $15,082 10/1/2005 9/1/2015 N/A 16.7%
255 Actual/360 $12,016 1/1/2006 12/1/2015 N/A 6.8%
256 Actual/360 $10,984 12/1/2005 11/1/2015 N/A 2.0%
260 Actual/360 $12,556 2/1/2006 1/1/2016 N/A 17.5%
261 Actual/360 $12,996 11/1/2005 10/1/2020 N/A 7.1%
262 Actual/360 $14,589 11/1/2005 10/1/2020 N/A 34.7%
266 Actual/360 $16,509 10/1/2005 9/1/2015 N/A 10.9%
280 Actual/360 $11,985 10/1/2005 9/1/2015 N/A 7.7%
295 Actual/360 $9,657 12/1/2005 11/1/2015 N/A 5.0%
298 30/360 $10,995 12/1/2005 11/1/2015 N/A 21.9%
308 Actual/360 $10,897 3/1/2006 2/1/2016 N/A 3.4%
313 Actual/360 $7,862 10/1/2005 9/1/2015 N/A 3.1%
318 Actual/360 $8,015 12/1/2005 11/1/2015 N/A 2.0%
319 Actual/360 $8,847 11/1/2005 10/1/2015 N/A 19.3%
320 Actual/360 $10,478 2/1/2006 1/1/2016 N/A N/A
325 Actual/360 $8,481 11/1/2005 10/1/2015 N/A 9.6%
331 Actual/360 $8,372 1/1/2006 12/1/2015 N/A 4.2%
333 Actual/360 $9,511 1/1/2006 12/1/2015 N/A N/A
336 Actual/360 $6,744 11/1/2005 10/1/2015 N/A 2.0%
340 Actual/360 $8,479 1/1/2006 12/1/2015 N/A 9.1%
342 Actual/360 $8,498 12/1/2005 11/1/2020 N/A 11.0%
353 Actual/360 $8,232 2/1/2006 1/1/2011 N/A N/A
362 Actual/360 $8,368 1/1/2006 12/1/2015 N/A N/A
363 Actual/360 $9,135 11/1/2005 10/1/2025 N/A 7.6%
368 Actual/360 $7,141 2/1/2006 1/1/2021 N/A N/A
374 Actual/360 $7,214 12/1/2005 11/1/2015 N/A N/A
378 Actual/360 $5,510 11/1/2005 10/1/2015 N/A 8.9%
383 30/360 $5,707 10/1/2005 9/1/2015 N/A 6.9%
389 Actual/360 $4,782 2/1/2006 1/1/2016 N/A 14.1%
390 Actual/360 $4,241 12/1/2005 11/1/2015 N/A 3.0%
391 Actual/360 $5,578 11/1/2005 10/1/2015 N/A 11.8%
397 30/360 $5,789 11/1/2005 10/1/2015 N/A 17.2%
399 Actual/360 $5,536 11/1/2005 10/1/2015 N/A 18.1%
402 Actual/360 $7,307 12/1/2005 11/1/2020 N/A 2.2%
403 30/360 $3,692 11/1/2005 10/1/2015 N/A 5.7%
409 Actual/360 $3,522 12/1/2005 11/1/2015 N/A 10.6%
411 Actual/360 $3,232 10/1/2005 9/1/2015 N/A 3.6%
412 30/360 $3,049 11/1/2005 10/1/2020 N/A 6.3%
413 Actual/360 $4,128 11/1/2005 10/1/2020 N/A 5.6%
414 Actual/360 $2,253 12/1/2005 11/1/2015 N/A 3.4%
415 Actual/360 $3,609 11/1/2005 10/1/2020 N/A 6.1%
416 Actual/360 $2,086 11/1/2005 10/1/2020 N/A 4.6%
417 Actual/360 $1,103 10/1/2005 9/1/2015 N/A 5.7%
Letter of Ground Earthquake Environmental
# Lockout/Defeasance Credit Lease Insurance (Y/N) Insurance (Y/N)
---- ------------------ --------- ------ --------------- ---------------
77 Yes No No N/A No
79 Yes No No N/A No
92 Yes Yes No N/A No
107 Yes No No N/A No
111 Yes No No N/A No
116 Yes Yes No N/A No
125 Yes No No N/A No
126 Yes No No N/A No
136 Yes No No N/A No
148 Yes No No N/A No
150 Yes No No N/A No
153 Yes No No N/A No
164 Yes No No N/A No
167 Yes No No N/A No
169 Yes No No Yes No
181 Yes No No N/A No
182 Yes No No N/A No
190 Yes No No N/A No
195 Yes No No N/A No
198 Yes No No N/A No
204 Yes No No N/A No
205 Yes No No N/A No
209 Yes No No N/A No
211 Yes No No N/A No
226 Yes No No N/A No
227 Yes No No N/A No
228 Yes No No N/A No
235 Yes No No N/A No
242 Yes No No N/A No
243 Yes Yes No N/A No
248 Yes No No N/A No
249 Yes No No N/A No
255 Yes No No N/A No
256 Yes No No N/A No
260 Yes No No N/A No
261 Yes No No N/A No
262 Yes No No N/A No
266 Yes No No N/A No
280 Yes No No N/A No
295 Yes No No N/A No
298 Yes No No N/A No
308 Yes No No N/A No
313 Yes No No N/A No
318 Yes No No N/A No
319 Yes No No N/A No
320 Yes No No N/A No
325 Yes No No N/A No
331 Yes No No N/A No
333 Yes No No N/A No
336 Yes No No N/A No
340 Yes No No N/A No
342 Yes No No N/A No
353 Yes No No N/A No
362 Yes No No N/A No
363 Yes No No N/A No
368 Yes No No N/A No
374 Yes No No N/A No
378 Yes No No N/A No
383 Yes No No N/A No
389 Yes No No N/A No
390 Yes No No N/A No
391 Yes No No N/A No
397 Yes No No N/A No
399 Yes No No N/A No
402 Yes No No N/A No
403 Yes No No N/A No
409 Yes No No N/A No
411 Yes No No N/A No
412 Yes No No N/A No
413 Yes No No N/A No
414 Yes No No N/A No
415 Yes No No N/A No
416 Yes No No N/A No
417 Yes No No N/A No
Master Master
# Servicing Fee Rate Servicer
---- ------------------ ----------------------------------
77 0.08000% National Consumer Cooperative Bank
79 0.08000% National Consumer Cooperative Bank
92 0.08000% National Consumer Cooperative Bank
107 0.08000% National Consumer Cooperative Bank
111 0.08000% National Consumer Cooperative Bank
116 0.08000% National Consumer Cooperative Bank
125 0.08000% National Consumer Cooperative Bank
126 0.08000% National Consumer Cooperative Bank
136 0.08000% National Consumer Cooperative Bank
148 0.08000% National Consumer Cooperative Bank
150 0.08000% National Consumer Cooperative Bank
153 0.08000% National Consumer Cooperative Bank
164 0.08000% National Consumer Cooperative Bank
167 0.08000% National Consumer Cooperative Bank
169 0.08000% National Consumer Cooperative Bank
181 0.08000% National Consumer Cooperative Bank
182 0.08000% National Consumer Cooperative Bank
190 0.08000% National Consumer Cooperative Bank
195 0.08000% National Consumer Cooperative Bank
198 0.08000% National Consumer Cooperative Bank
204 0.08000% National Consumer Cooperative Bank
205 0.08000% National Consumer Cooperative Bank
209 0.08000% National Consumer Cooperative Bank
211 0.08000% National Consumer Cooperative Bank
226 0.08000% National Consumer Cooperative Bank
227 0.08000% National Consumer Cooperative Bank
228 0.08000% National Consumer Cooperative Bank
235 0.08000% National Consumer Cooperative Bank
242 0.08000% National Consumer Cooperative Bank
243 0.08000% National Consumer Cooperative Bank
248 0.08000% National Consumer Cooperative Bank
249 0.08000% National Consumer Cooperative Bank
255 0.08000% National Consumer Cooperative Bank
256 0.08000% National Consumer Cooperative Bank
260 0.08000% National Consumer Cooperative Bank
261 0.08000% National Consumer Cooperative Bank
262 0.08000% National Consumer Cooperative Bank
266 0.08000% National Consumer Cooperative Bank
280 0.08000% National Consumer Cooperative Bank
295 0.08000% National Consumer Cooperative Bank
298 0.08000% National Consumer Cooperative Bank
308 0.08000% National Consumer Cooperative Bank
313 0.08000% National Consumer Cooperative Bank
318 0.08000% National Consumer Cooperative Bank
319 0.08000% National Consumer Cooperative Bank
320 0.08000% National Consumer Cooperative Bank
325 0.08000% National Consumer Cooperative Bank
331 0.08000% National Consumer Cooperative Bank
333 0.08000% National Consumer Cooperative Bank
336 0.08000% National Consumer Cooperative Bank
340 0.08000% National Consumer Cooperative Bank
342 0.08000% National Consumer Cooperative Bank
353 0.08000% National Consumer Cooperative Bank
362 0.08000% National Consumer Cooperative Bank
363 0.08000% National Consumer Cooperative Bank
368 0.08000% National Consumer Cooperative Bank
374 0.08000% National Consumer Cooperative Bank
378 0.08000% National Consumer Cooperative Bank
383 0.08000% National Consumer Cooperative Bank
389 0.08000% National Consumer Cooperative Bank
390 0.08000% National Consumer Cooperative Bank
391 0.08000% National Consumer Cooperative Bank
397 0.08000% National Consumer Cooperative Bank
399 0.08000% National Consumer Cooperative Bank
402 0.08000% National Consumer Cooperative Bank
403 0.08000% National Consumer Cooperative Bank
409 0.08000% National Consumer Cooperative Bank
411 0.08000% National Consumer Cooperative Bank
412 0.08000% National Consumer Cooperative Bank
413 0.08000% National Consumer Cooperative Bank
414 0.08000% National Consumer Cooperative Bank
415 0.08000% National Consumer Cooperative Bank
416 0.08000% National Consumer Cooperative Bank
417 0.08000% National Consumer Cooperative Bank
(1) Based on a Cut-off date in March 2006.
(2) At maturity with respect to Balloon Loans or at the anticipated repayment
date in the case of ARD Loans.
(3) Anticipated Repayment Date.
SCHEDULE III
MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS
None
SCHEDULE IV
MORTGAGE LOANS WITH LOST NOTES
None
SCHEDULE V
EXCEPTIONS TO SELLER'S
REPRESENTATIONS AND WARRANTIES
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL
MORTGAGE LOANS (2006-C1) (NCB, FSB)
Rep No. Mortgage Loan (Borrower) Explanation
------- ------------------------ -----------
xxxvi Mortgage Loans with Schedule V-1 lists Mortgage Loans with
existing subordinate subordinate secured indebtedness or
secured indebtedness or mezzanine financing.
existing mezzanine
financing.
xxxviii Mortgage Loans secured by The Borrowers on loans secured by
residential cooperative residential cooperative properties are
properties. permitted to incur contractual liability
in certain limited amounts as more
particularly set forth in the applicable
Mortgage.
Schedule V-1
Mortgage Loans With Subordinate Secured Indebtedness or Mezzanine Financing
LOAN SUBORDINATE SECURED INDEBTEDNESS/
MEZZANINE FINANCING
00 Xxxx 00xx Xxxxxx, Inc. $1,000,000
000 Xxxxx Xxxxx Xxxxxx Realty Corp. $250,000
000 Xxxxxx Xxxxxx Owners $500,000
000 Xxxx 00xx Xxxxxx Owners, Inc. $3,000,000
000-00 Xxxxxxxx Xxxxxx Owners, Inc. $500,000
16 Canterbury Corp. $250,000
0000 Xxxxx Xxxxxxx Owners Corp. $200,000
194 Riverside Owners Corp. $300,000.00
204-206 Owners Corp. $200,000
000 Xxxx 00xx Xxxxxx Tenants Corp. $1,000,000
00 Xxxxxxxx Xxxx Owners Corp. $500,000
00 Xxxx 00xx Xxxxxx Owners, Inc. $100,000
000 Xxxx 00xx Xx. Owners Corp. $500,000
34-15 Properties, Ltd. $1,000,000
35 East Tenants Corp. $200,000
40 East 88 Owners, Inc. $2,000,000
000 Xxxx 00xx Xxxxxx, Inc. $150,000
45-53 Cabrini Owners Corp. $200,000
000 Xxxx 00xx Xxxxxx Owners, Inc. $1,000,000
557 3rd Owners Corp. $50,000
60 Tenants Corp. $500,000
639 Apartments Corp. $500,000.00
00xx Xxxxxx East Corporation $500,000
80/Columbus Owners Corp. $100,000
81st Dwellers Inc. $500,000
00-00 00xx Xxxxxx Owners, Inc. $250,000
000 Xxxx Xxxxxx Xxxxxxxxx Xxxx. $750,000
Xxxxxxxxxxx House, Inc. $500,000
Xxxxxxx Court Owners, Inc. $250,000
Xxxxxx Court Apartment Corp. $100,000
Irving Place Tenant Corp. $250,000
Jeffersonian Xxx Street Corp. $200,000
Xxxx Xxxxxxx Apts., Inc. $500,000
Xxxxxx Xxxx Xx. 0 Cooperative Corp. $500,000.00
Ocean Terrace Owners, Inc. $1,000,000
Palisade Gardens Apartments Corp. $100,000
Park East Apartments, Inc. $1,000,000
Xxxxxxx Gardens Corp. $500,000
Suburbia Owners, Inc. $250,000
Ten Eighty Apartment Corporation $500,000.00
Woodlands Owners, Inc. $1,000,000
Tall Oaks Apartments The members of borrower have pledged their
limited liability company membership
interests to a previous lender to secure
certain cash flow mezzanine indebtedness.
The amount payable to the previous lender
is equal to 50% of net cash flow generated
by the property after payment of expenses,
including debt service payments and loan
reserves. Seller and the previous lender
have entered into a Subordination,
Standstill and Intercreditor Agreement in
connection with this cash flow mezzanine
indebtedness.
Salem Arms Apartments The members of borrower have pledged their
limited liability company membership
interests to a previous lender to secure
certain cash flow mezzanine indebtedness.
The amount payable to the previous lender
is equal to 50% of net cash flow generated
by the property after payment of expenses,
including debt service payments and loan
reserves. Seller and the previous lender
have entered into a Subordination,
Standstill and Intercreditor Agreement in
connection with this cash flow mezzanine
indebtedness.
EXHIBIT A
REPRESENTATIONS AND WARRANTIES
REGARDING THE MORTGAGE LOANS
Except as disclosed in the Exception Report to this Agreement:
(i) Immediately prior to the sale, transfer and assignment to the
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to the Seller),
participation or pledge, and the Seller had good and marketable title to, and
was the sole owner of, the related Mortgage Loan;
(ii) RESERVED.
(iii) The Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to the Depositor constitutes a
legal, valid and binding assignment of such Mortgage Loan;
(iv) The Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan, except for interests in servicing rights created
or granted under the Pooling and Servicing Agreement, subservicing agreements
and/or servicing rights purchase agreements being executed and delivered in
connection herewith;
(v) As of origination, to Seller's knowledge, based on the related
Borrower's representations and covenants in the related Mortgage Loan Documents,
the Borrower, lessee and/or operator was in possession of all licenses, permits,
and authorizations then required for use of the Mortgaged Property which were
valid and in full force and effect as of the origination date;
(vi) Each related Note, Mortgage, Assignment of Leases (if any) and
other agreement executed by or for the benefit of the related Borrower, any
guarantor or their successors or assigns in connection with such Mortgage Loan
is the legal, valid and binding obligation of such signatory, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and there is no valid offset, defense, counterclaim, or right of
rescission available to the related Borrower with respect to such Note,
Mortgage, Assignment of Leases and other agreements, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);
(vii) Each related Assignment of Leases creates a valid first
priority collateral assignment of, or a valid first priority lien or security
interest in, certain rights under the related lease or leases, subject only to a
license granted to the related Borrower to exercise certain rights and to
perform certain obligations of the lessor under such lease or leases, including
the right to operate the related leased property, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); no person other than the related Borrower
owns any interest in any payments due under such lease or leases that is
superior to or of equal priority with the lender's interest therein;
(viii) Each related assignment of Mortgage from the Seller to the
Depositor and related assignment of the Assignment of Leases, if any, or
assignment of any other agreement executed by or for the benefit of the related
Borrower, any guarantor or their successors or assigns in connection with such
Mortgage Loan from the Seller to the Depositor constitutes the legal, valid and
binding assignment from the Seller to the Depositor, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);
(ix) Since origination (A) except as set forth in the related
mortgage file, such Mortgage Loan has not been modified, altered, satisfied,
canceled, subordinated or rescinded and (B) each related Mortgaged Property has
not been released from the lien of the related Mortgage in any manner which
materially interferes with the security intended to be provided by such
Mortgage;
(x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); and such
Mortgaged Property is free and clear of any mechanics' and materialmen's liens
which are prior to or equal with the lien of the related Mortgage, except those
which are bonded over, escrowed for or insured against by a lender's title
insurance policy (as described below). A UCC Financing Statement has been filed
and/or recorded (or sent for filing or recording) in all places necessary to
perfect a valid security interest in the personal property necessary to operate
the Mortgaged Property; any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid and enforceable lien on property described
therein, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights or by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);
(xi) The Seller has not taken any action that would cause the
representations and warranties made by the related Borrower in the related
Mortgage Loan Documents not to be true;
(xii) The Seller has no knowledge that the material representations
and warranties made by the related Borrower in the related Mortgage Loan
Documents are not true in any material respect;
(xiii) The lien of each related Mortgage is a first priority lien on
the fee and/or leasehold interest of the related Borrower in the principal
amount of such Mortgage Loan or allocated loan amount of the portions of the
Mortgaged Property covered thereby (as set forth in the related Mortgage) after
all advances of principal and is insured by an ALTA lender's title insurance
policy, or its equivalent as adopted in the applicable jurisdiction, provided
that if such policy is yet to be issued, such insurance may be evidenced by a
"marked-up" commitment for title insurance, a pro forma or specimen title
insurance policy or signed escrow instructions, which in any case are binding on
the subject title insurer, insuring the Seller and its successors and assigns as
to such lien, subject only to (A) the lien of current real property taxes,
ground rents, water charges, sewer rents and assessments not yet delinquent or
accruing interest or penalties, (B) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of which,
individually or in the aggregate, materially interferes with the current use of
the Mortgaged Property or the security intended to be provided by such Mortgage
or with the Borrower's ability to pay its obligations when they become due or
the value of the Mortgaged Property, (C) the exceptions (general and specific)
and exclusions set forth in such policy, none of which, individually or in the
aggregate, materially interferes with the current general use of the Mortgaged
Property or materially interferes with the security intended to be provided by
such Mortgage or with the related Borrower's ability to pay its obligations when
they become due or the value of the Mortgaged Property, (D) the rights of
tenants, as tenants only, under leases, including subleases, pertaining to the
related Mortgaged Property, (E) if the related Mortgage Loan is
cross-collateralized with any other Mortgage Loan in the trust fund, the lien of
the Mortgage for that other Mortgage Loan, (F) if the related Mortgage Loan is a
CBA A Loan, the portion of the lien of the related Mortgage that secures the
related CBA B Loan and (G) if the related Mortgaged Property is a unit in a
condominium, the related condominium declaration (items (A), (B), (C), (D), (E),
(F) and (G), collectively "Permitted Encumbrances"), and with respect to each
Mortgage Loan, such Permitted Encumbrances do not, individually or in the
aggregate, materially interfere with the security intended to be provided by the
related Mortgage, the current principal use of the related Mortgaged Property,
the value of the related Mortgaged Property or the current ability of the
related Mortgaged Property to generate income sufficient to service such
Mortgage Loan; the premium for such policy was paid in full; such policy (or if
it is yet to be issued, the coverage to be afforded thereby) is issued by a
title insurance company licensed to issue policies in the state in which the
related Mortgaged Property is located (unless such state is Iowa) and is
assignable (with the related Mortgage Loan) to the Depositor and the Trustee
without the consent of or any notification to the insurer, and is in full force
and effect upon the consummation of the transactions contemplated by this
Agreement; no claims have been made under such policy and the Seller has not
undertaken any action or omitted to take any action, and has no knowledge of any
such act or omission, which would impair or diminish the coverage of such
policy;
(xiv) The proceeds of such Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder, and no future
advances have been made which are not reflected in the related mortgage file;
(xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the Mortgage
Loan, as of the later of the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property by the Seller, as
applicable, and to the knowledge of Seller as of the date hereof, each related
Mortgaged Property is free of any material damage that would affect materially
and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan (normal wear and tear excepted) or reserves or a letter of credit
have been established to cover the costs to remediate such damage or the
reasonable estimation of the costs to remediate such damage was no more than
$50,000, and, as of the closing date for each Mortgage Loan and, to the Seller's
knowledge, as of the date hereof, there is no proceeding pending for the total
or partial condemnation of such Mortgaged Property that would have a material
adverse effect on the use or value of the Mortgaged Property;
(xvi) The Seller has inspected or caused to be inspected each
related Mortgaged Property within the past twelve months, or the originator of
the Mortgage Loan inspected or caused to be inspected each related Mortgaged
Property within three months of origination of the Mortgage Loan;
(xvii) No Mortgage Loan has a shared appreciation feature, any other
contingent interest feature or a negative amortization feature other than the
ARD Loans which may have negative amortization from and after the Anticipated
Repayment Date;
(xviii) Each Mortgage Loan is a whole loan and contains no equity
participation by Seller;
(xix) The Mortgage Rate (exclusive of any default interest, late
charges, or prepayment premiums) of such Mortgage Loan complied as of the date
of origination with, or was exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury. Except to the extent any
noncompliance did not materially and adversely affect the value of the related
Mortgaged Property, the security provided by the Mortgage or the related
Borrower's operations at the related Mortgaged Property, any and all other
requirements of any federal, state or local laws, including, without limitation,
truth-in-lending, real estate settlement procedures, equal credit opportunity or
disclosure laws, applicable to such Mortgage Loan have been complied with as of
the date of origination of such Mortgage Loan;
(xx) Neither the Seller nor to the Seller's knowledge, any
originator, committed any fraudulent acts during the origination process of any
Mortgage Loan, and no other person has been granted or conveyed the right to
service the Mortgage Loans or receive any consideration in connection therewith,
except as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and/or servicing rights purchase agreements being
executed and delivered in connection therewith;
(xxi) All taxes and governmental assessments that became due and
owing prior to the date hereof with respect to each related Mortgaged Property
and that are or may become a lien of priority equal to or higher than the lien
of the related Mortgage have been paid or an escrow of funds has been
established and such escrow (including all escrow payments required to be made
prior to the delinquency of such taxes and assessments) is sufficient to cover
the payment of such taxes and assessments;
(xxii) All escrow deposits and payments required to be in the
possession or under the control of the Seller pursuant to each Mortgage Loan are
in the possession, or under the control, of the Seller or its agent and there
are no deficiencies (subject to any applicable grace or cure periods) in
connection therewith and all such escrows and deposits are being conveyed by the
Seller to the Depositor and identified as such with appropriate detail;
(xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the requirements
of the Pooling and Servicing Agreement, in an amount not less than the lesser of
the principal amount of the related Mortgage Loan and the replacement cost (with
no deduction for physical depreciation) and not less than the amount necessary
to avoid the operation of any co-insurance provisions with respect to the
related Mortgaged Property; each related Mortgaged Property is also covered by
business interruption or rental loss insurance which covers a period of not less
than 12 months and comprehensive general liability insurance in amounts
generally required by prudent commercial mortgage lenders for similar
properties; all 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
by the Seller; such insurance names the lender under the Mortgage Loan and its
successors and assigns as a named or additional insured; each related Mortgage
Loan obligates the related Borrower to maintain all such insurance and, at such
Borrower's failure to do so, authorizes the lender to maintain such insurance at
the Borrower's cost and expense and to seek reimbursement therefor from such
Borrower;
(xxiv) There is no monetary default (other than payments due but not
yet 30 days or more past due), breach, violation or event of acceleration
existing under the related Mortgage Loan; and, to the Seller's knowledge, there
is no (A) non-monetary default, breach, violation or event of acceleration
existing under the related Mortgage Loan or (B) event (other than payments due
but not yet 30 days or more past due) which, with the passage of time or with
notice and the expiration of any grace or cure period, would and does constitute
a default, breach, violation or event of acceleration, which default, breach,
violation or event of acceleration, in the case of either (A) or (B) materially
and adversely affects the use or value of the Mortgage Loan or the related
Mortgaged Property; provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by any
other representation or warranty made by the Seller in any of the other
paragraphs of this Exhibit A; and provided, further that a breach by the
Borrower of any representation or warranty contained in any Mortgage Loan
Document shall not constitute a non-monetary default, breach, violation or event
of acceleration for purposes of this representation and warranty if the subject
matter of such representation or warranty contained in any Mortgage Loan
Document is also covered by any other representation or warranty made by the
Seller in this Exhibit A;
(xxv) No Mortgage Loan has been more than 30 days delinquent in
making required payments since origination and as of the Cut-off Date no
Mortgage Loan is 30 or more days delinquent in making required payments;
(xxvi) (A) Each related Mortgage contains provisions so as to render
the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law requirements, appointment of a
receiver, and (B) there is no exemption available to the Borrower which would
interfere with such right to foreclose, except, in the case of either (A) or (B)
as the enforcement of the Mortgage may be limited by bankruptcy, insolvency,
reorganization, moratorium, redemption or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law). To the
Seller's knowledge, no Borrower is a debtor in a state or federal bankruptcy or
insolvency proceeding;
(xxvii) At origination, each Borrower represented and warranted in
all material respects that to its knowledge, except as set forth in certain
environmental reports and, except as commonly used in the operation and
maintenance of properties of similar kind and nature to the Mortgaged Property,
in accordance with prudent management practices and applicable law, and in a
manner that does not result in any contamination of the Mortgaged Property, it
has not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or other environmental laws; the related Borrower or an affiliate thereof agreed
to indemnify, defend and hold the mortgagee and its successors and assigns
harmless from and against losses, liabilities, damages, injuries, penalties,
fines, expenses, and claims of any kind whatsoever (including attorneys' fees
and costs) paid, incurred or suffered by, or asserted against, any such party
resulting from a breach of the foregoing representations, warranties or
covenants given by the Borrower in connection with such Mortgage Loan. A Phase I
environmental report (or, with respect to certain residential cooperative loans
with an original principal balance of $500,000 or less, a transaction screen
process report meeting ASTM standards) and, with respect to certain Mortgage
Loans, a Phase II environmental report, was conducted by a reputable
environmental consulting firm in connection with such Mortgage Loan, which
report (or transaction screen) did not indicate any material non-compliance with
applicable environmental laws or material existence of hazardous materials or,
if any material non-compliance or material existence of hazardous materials was
indicated in any such report, then at least one of the following statements is
true: (A) funds reasonably estimated to be sufficient to cover the cost to cure
any material non-compliance with applicable environmental laws or material
existence of hazardous materials have been escrowed, or a letter of credit in
such amount has been provided, by the related Borrower and held by the related
mortgagee; (B) an operations or maintenance plan has been required to be
obtained by the related Borrower; (C) the environmental condition identified in
the related environmental report was remediated or abated in all material
respects prior to the date hereof; (D) a no further action or closure letter was
obtained from the applicable governmental regulatory authority (or the
environmental issue affecting the related Mortgaged Property was otherwise
listed by such governmental authority as "closed"); (E) such conditions or
circumstances identified in the Phase I environmental report were investigated
further and based upon such additional investigation, an environmental
consultant recommended no further investigation or remediation; (F) a party with
financial resources reasonably estimated to be adequate to cure the condition or
circumstance provided a guaranty or indemnity to the related Borrower to cover
the costs of any required investigation, testing, monitoring or remediation; (G)
the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than $87,700 and 2% of the outstanding principal
balance of the related Mortgage Loan; or (H) a lender's environmental insurance
policy was obtained and is a part of the related mortgage file. Notwithstanding
the preceding sentence, with respect to certain Mortgage Loans with an original
principal balance of less than $3,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's environmental insurance policy was obtained with respect to
each such Mortgage Loan and is a part of the related mortgage file. Each of such
environmental insurance policies is in full force and effect, the premiums for
such policies have been paid in full and the Trustee is named as an insured
under each of such policies. To the best of the Seller's knowledge, in reliance
on such environmental reports and except as set forth in such environmental
reports, each Mortgaged Property is in material compliance with all applicable
federal, state and local environmental laws, and to the best of the Seller's
knowledge, no notice of violation of such laws has been issued by any
governmental agency or authority, except, in all cases, as indicated in such
environmental reports or other documents previously provided to the Rating
Agencies; and the Seller has not taken any action which would cause the
Mortgaged Property to not be in compliance with all federal, state and local
environmental laws pertaining to environmental hazards;
(xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the mortgagor to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to transfers of certain
interests in the related Borrower to persons already holding interests in the
Borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders) or, if the related Mortgaged Property is a residential
cooperative property, transfers of stock of the related Borrower in connection
with the assignment of a proprietary lease for a unit in the related Mortgaged
Property by a tenant-shareholder of the related Borrower to other persons who by
virtue of such transfers become tenant-shareholders in the related Borrower,
each Mortgage Loan with a Stated Principal Balance of over $20,000,000 also
contains the provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the holder of
the Mortgage (and the Mortgage requires the mortgagor to pay all fees and
expenses associated with obtaining such consent), a majority interest in the
related Borrower is directly or indirectly transferred or sold;
(xxix) All improvements included in the related appraisal are within
the boundaries of the related Mortgaged Property, except for encroachments onto
adjoining parcels for which the Seller has obtained title insurance against
losses arising therefrom or that do not materially and adversely affect the use
or value of such Mortgaged Property. No improvements on adjoining parcels
encroach onto the related Mortgaged Property except for encroachments that do
not materially and adversely affect the value of such Mortgaged Property, the
security provided by the Mortgage, the current use of the Mortgaged Property or
the related Borrower's operations at the Mortgaged Property;
(xxx) The information pertaining to the Mortgage Loans which is set
forth in the mortgage loan schedule attached as an exhibit to this Agreement is
complete and accurate in all material respects as of the dates of the
information set forth therein (or, if not set forth therein, as of the Cut-Off
Date);
(xxxi) With respect to any Mortgage Loan where all or a material
portion of the estate of the related Borrower therein is a leasehold estate, and
the related Mortgage does not also encumber the related lessor's fee interest in
such Mortgaged Property, based upon the terms of the ground lease and any
estoppel received from the ground lessor, the Seller represents and warrants
that:
(A) The ground lease or a memorandum regarding such ground lease
has been duly recorded. The ground lease permits the interest
of the lessee to be encumbered by the related Mortgage and
does not restrict the use of the related Mortgaged Property by
such lessee, its successors or assigns in a manner that would
adversely affect the security provided by the related
Mortgage. To the best of Seller's knowledge, there has been no
material change in the terms of the ground lease since its
recordation, except by any written instruments which are
included in the related mortgage file;
(B) The lessor under such ground lease has agreed in a writing
included in the related mortgage file that the ground lease
may not be amended, modified, canceled or terminated without
the prior written consent of the lender and that any such
action without such consent is not binding on the lender, its
successors or assigns;
(C) The ground lease has an original term (or an original term
plus one or more optional renewal terms, which, under all
circumstances, may be exercised, and will be enforceable, by
the lender) that extends not less than 20 years beyond the
stated maturity of the related Mortgage Loan;
(D) Based on the title insurance policy (or binding commitment
therefor) obtained by the Seller, the ground lease is not
subject to any liens or encumbrances superior to, or of equal
priority with, the Mortgage, subject to Permitted Encumbrances
and liens that encumber the ground lessor's fee interest;
(E) The ground lease is assignable to the lender and its assigns
without the consent of the lessor thereunder;
(F) As of the Closing Date, the ground lease is in full force and
effect, and the Seller has no actual knowledge that any
default beyond applicable notice and grace periods has
occurred or that there is any existing condition which, but
for the passage of time or giving of notice, would result in a
default under the terms of the ground lease;
(G) The ground lease or an ancillary agreement between the lessor
and the lessee, which is part of the Mortgage File, requires
the lessor to give notice of any default by the lessee to the
lender;
(H) A lender is permitted a reasonable opportunity (including,
where necessary, sufficient time to gain possession of the
interest of the lessee under the ground lease through legal
proceedings, or to take other action so long as the lender is
proceeding diligently) to cure any default under the ground
lease which is curable after the receipt of notice of any
default, before the lessor may terminate the ground lease. All
rights of the lender under the ground lease and the related
Mortgage (insofar as it relates to the ground lease) may be
exercised by or on behalf of the lender;
(I) The ground lease does not impose any restrictions on
subletting that would be viewed as commercially unreasonable
by a prudent commercial mortgage lender. The lessor is not
permitted, in absence of an uncured default, to disturb the
possession, interest or quiet enjoyment of any subtenant of
the lessee in the relevant portion of the Mortgaged Property
subject to the ground lease for any reason, or in any manner,
which would adversely affect the security provided by the
related Mortgage;
(J) Under the terms of the ground lease and the related Mortgage,
any related insurance proceeds or condemnation award (other
than in respect of a total or substantially total loss or
taking) will be applied either to the repair or restoration of
all or part of the related Mortgaged Property, with the lender
or a trustee appointed by it having the right to hold and
disburse such proceeds as repair or restoration progresses
(except in any case where a provision entitling another party
to hold and disburse such proceeds would not be viewed as
commercially unreasonable by a prudent commercial mortgage
lender), or to the payment of the outstanding principal
balance of the Mortgage Loan, together with any accrued
interest, except that in the case of condemnation awards, the
ground lessor may be entitled to a portion of such award;
(K) Under the terms of the ground lease and the related Mortgage,
any related insurance proceeds, or condemnation award in
respect of a total or substantially total loss or taking of
the related Mortgaged Property will be applied first to the
payment of the outstanding principal balance of the Mortgage
Loan, together with any accrued interest (except as provided
by applicable law or in cases where a different allocation
would not be viewed as commercially unreasonable by a prudent
commercial mortgage lender, taking into account the relative
duration of the ground lease and the related Mortgage and the
ratio of the market value of the related Mortgaged Property to
the outstanding principal balance of such Mortgage Loan).
Until the principal balance and accrued interest are paid in
full, neither the lessee nor the lessor under the ground lease
will have an option to terminate or modify the ground lease
without the prior written consent of the lender as a result of
any casualty or partial condemnation, except to provide for an
abatement of the rent; and
(L) Provided that the lender cures any defaults which are
susceptible to being cured, the lessor has agreed to enter
into a new lease upon termination of the ground lease for any
reason, including rejection of the ground lease in a
bankruptcy proceeding;
(xxxii) With respect to any Mortgage Loan where all or a material
portion of the estate of the related Borrower therein is a leasehold estate, but
the related Mortgage also encumbers the related lessor's fee interest in such
Mortgaged Property: (A) such lien on the related fee interest is evidenced by
the related Mortgage, (B) such Mortgage does not by its terms provide that it
will be subordinated to the lien of any other mortgage or encumbrance upon such
fee interest, (C) upon the occurrence of a default under the terms of such
Mortgage by the related Borrower, any right of the related lessor to receive
notice of, and to cure, such default granted to such lessor under any agreement
binding upon the Seller would not be considered commercially unreasonable in any
material respect by prudent commercial mortgage lenders, (D) the related lessor
has agreed in a writing included in the related mortgage file that the related
ground lease may not be amended or modified without the prior written consent of
the lender and that any such action without such consent is not binding on the
lender, its successors or assigns, and (E) the related ground lease is in full
force and effect, and the Seller has no actual knowledge that any default beyond
applicable notice and grace periods has occurred or that there is any existing
condition which, but for the passage of time or giving of notice, would result
in a default under the terms of such ground lease;
(xxxiii) With respect to Mortgage Loans that are
cross-collateralized or cross-defaulted, all other loans that are
cross-collateralized or cross-defaulted with such Mortgage Loans are being
transferred to the Depositor hereunder;
(xxxiv) Neither Seller nor any affiliate thereof has any obligation
to make any capital contribution to any Borrower under a Mortgage Loan, other
than contributions made on or prior to the date hereof;
(xxxv) (A) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (B) the fair market
value of such real property, as evidenced by an appraisal satisfying the
requirements of FIRREA conducted within 12 months of the origination of the
Mortgage Loan, was at least equal to 80% of the principal amount of the Mortgage
Loan (1) at origination (or if the Mortgage Loan has been modified in a manner
that constituted a deemed exchange under Section 1001 of the Code at a time when
the Mortgage Loan was not in default or default with respect thereto was not
reasonably foreseeable, the date of the last such modification) or (2) at the
date hereof; provided that the fair market value of the real property must first
be reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in (1) and (2) shall be made on an aggregated basis);
(xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by the
Seller or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement;
(xxxvii) Except in cases where the related Mortgaged Property is a
residential cooperative property, the Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original principal balance in
excess of $4,000,000 require that the related Borrower be a single-purpose
entity (for this purpose, "single-purpose entity" shall mean an entity, other
than an individual, having organizational documents which provide substantially
to the effect that it is formed or organized solely for the purpose of owning
and operating one or more Mortgaged Properties, is prohibited from engaging in
any business unrelated to such property and the related Mortgage Loan, does not
have any assets other than those related to its interest in the related
Mortgaged Property or its financing, or any indebtedness other than as permitted
under the related Mortgage Loan);
(xxxviii) Each Mortgage Loan prohibits the related Borrower from
mortgaging or otherwise encumbering the Mortgaged Property without the prior
written consent of the mortgagee or the satisfaction of debt service coverage or
similar criteria specified therein and, except in connection with trade debt and
equipment financings in the ordinary course of Borrower's business, from
carrying any additional indebtedness, except, in each case, liens contested in
accordance with the terms of the Mortgage Loans or, with respect to each
Mortgage Loan having an original principal balance of less than $4,000,000, any
unsecured debt;
(xxxix) Each Borrower covenants in the Mortgage Loan Documents that
it shall remain in material compliance with all material licenses, permits and
other legal requirements necessary and required to conduct its business;
(xl) Each Mortgaged Property (A) is located on or adjacent to a
dedicated road, or has access to an irrevocable easement permitting ingress and
egress, (B) is served by public utilities and services generally available in
the surrounding community or otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized, and (C) constitutes one or more
separate tax parcels or is covered by an endorsement with respect to the matters
described in (A), (B) or (C) under the related title insurance policy (or the
binding commitment therefor);
(xli) Based solely on a flood zone certification or a survey of the
related Mortgaged Property, if any portion of the improvements on the Mortgaged
Property is located in an area identified by the Federal Emergency Management
Agency or the Secretary of Housing and Urban Development as having special flood
hazards categorized as Zone "A" or Zone "V" and flood insurance is available,
the terms of the Mortgage Loan require the Borrower to maintain flood insurance,
or at such Borrower's failure to do so, authorizes the Lender to maintain such
insurance at the cost and expense of the Borrower;
(xlii) To the knowledge of the Seller, with respect to each Mortgage
which is a deed of trust, a trustee, duly qualified under applicable law to
serve as such, currently so serves and is named in the deed of trust or has been
substituted in accordance with applicable law or may be substituted in
accordance with applicable law by the related mortgagee, and except in
connection with a trustee's sale after a default by the related Borrower, no
fees are payable to such trustee;
(xliii) RESERVED.
(xliv) To the knowledge of the Seller as of the date hereof, there
was no pending action, suit or proceeding, arbitration or governmental
investigation against any Borrower or Mortgaged Property, an adverse outcome of
which would materially and adversely affect such Borrower's ability to perform
under the related Mortgage Loan;
(xlv) No advance of funds has been made by the Seller to the related
Borrower (other than mezzanine debt and the acquisition of preferred equity
interests by the preferred equity interest holder, as disclosed in the
Prospectus Supplement), and no funds have, to the Seller's knowledge, been
received from any person other than, or on behalf of, the related Borrower, for,
or on account of, payments due on the Mortgage Loan;
(xlvi) To the extent required under applicable law, as of the
Cut-off Date or as of the date that such entity held the Note, each holder of
the Note was authorized to transact and do business in the jurisdiction in which
each related Mortgaged Property is located, or the failure to be so authorized
did not materially and adversely affect the enforceability of such Mortgage
Loan;
(xlvii) All collateral for the Mortgage Loans is being transferred
as part of the Mortgage Loans;
(xlviii) Except as disclosed in the Prospectus Supplement with
respect to the Crossed Mortgage Loans and Mortgage Loans secured by multiple
Mortgaged Properties, no Mortgage Loan requires the lender to release any
portion of the Mortgaged Property from the lien of the related Mortgage except
upon (A) payment in full or defeasance of the related Mortgage Loan, (B) the
satisfaction of certain legal and underwriting requirements that would be
customary for prudent commercial mortgage lenders, (C) releases of unimproved
out-parcels or (D) releases of portions of the Mortgaged Property which will not
have a material adverse effect on the use or value of the collateral for the
related Mortgage Loan;
(xlix) Except as provided in paragraphs (xxxi)(J) and (K) above, any
insurance proceeds or condemnation awards in respect of a casualty loss or
taking will be applied either to (A) the repair or restoration of all or part of
the related Mortgaged Property, with, in the case of all casualty losses or
takings in excess of a specified amount or percentage that a prudent commercial
lender would deem satisfactory and acceptable, the lender (or a trustee
appointed by it) having the right to hold and disburse such proceeds as the
repair or restoration progresses (except in any case where a provision entitling
another party to hold and disburse such proceeds would not be viewed as
commercially unreasonable by a prudent commercial mortgage lender) or (B) to the
payment of the outstanding principal balance of such Mortgage Loan together with
any accrued interest thereon;
(l) Each Form UCC-1 financing statement, if any, filed with respect
to personal property constituting a part of the related Mortgaged Property and
each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the
Seller was, and each Form UCC-3 assignment, if any, of such financing statement
in blank which the Trustee or its designee is authorized to complete (but for
the insertion of the name of the assignee and any related filing information
which is not yet available to the Seller) is, in suitable form for filing in the
filing office in which such financing statement was filed;
(li) To the Seller's knowledge, (A) each commercial lease covering
more than 10% (20% in the case of any Mortgage Loan having an original principal
balance less than $2,500,000) of the net leaseable area of the related Mortgaged
Property is in full force and effect and (B) there exists no default under any
such commercial lease either by the lessee thereunder or by the related Borrower
that could give rise to the termination of such lease;
(lii) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders in the lending area
where the subject Mortgaged Property is located, the improvements located on or
forming part of each Mortgaged Property comply with applicable zoning laws and
ordinances, or constitute a legal non-conforming use or structure or, if any
such improvement does not so comply, such non-compliance does not materially and
adversely affect the value of the related Mortgaged Property. With respect to
any Mortgage Loan with a Stated Principal Balance as of the Closing Date of over
$10,000,000, if the related Mortgaged Property does not so comply, to the extent
the Seller is aware of such non-compliance, it has required the related Borrower
to obtain law and ordinance insurance coverage in amounts customarily required
by prudent commercial mortgage lenders;
(liii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation Section 1.860G-2(f)(2) that treats a defective obligation as
a qualified mortgage or any substantially similar successor provision) and all
Prepayment Premiums and Yield Maintenance Charges constitute "customary
prepayment penalties" within the meaning of Treasury Regulation Section
1.860G-1(b)(2);
(liv) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the Borrower can pledge
only "government securities" (within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended) in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the Borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) the Borrower is required to provide an opinion of counsel
that the Trustee has a perfected security interest in such collateral prior to
any other claim or interest, (F) the Borrower is required to pay all Rating
Agency fees associated with defeasance (if rating confirmation is a specific
condition precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and opinions of
counsel, (G) with respect to any Significant Trust Mortgage Loan (as defined in
the Pooling and Servicing Agreement), the Borrower is required to provide an
opinion of counsel that such defeasance will not cause any REMIC created under
the Pooling and Servicing Agreement to fail to qualify as a REMIC for federal or
applicable state tax purposes and (H) with respect to any Significant Trust
Mortgage Loan (as defined in the Pooling and Servicing Agreement), the Borrower
must obtain Rating Agency confirmation from each Rating Agency that the
defeasance would not result in such Rating Agency's withdrawal, downgrade or
qualification of the then current rating of any class of Certificate rated by
such Rating Agency;
(lv) The Mortgage Loan Documents for each Mortgage Loan provide that
the related Borrower thereunder shall be liable to the Seller for any losses
incurred by the Seller due to (A) the misapplication or misappropriation of
rents, insurance proceeds or condemnation awards, (B) any willful act of
material waste, (C) any breach of the environmental covenants contained in the
related Mortgage Loan Documents, and (D) fraud by the related Borrower; provided
that, with respect to clause (C) of this sentence, an indemnification against
losses related to such violations or environmental insurance shall satisfy such
requirement; and provided, further, that if the related Mortgaged Property is a
residential cooperative property, then the subject Mortgage Loan is fully
recourse to the related Borrower;
(lvi) If such Mortgage Loan is an ARD Loan, it commenced amortizing
on its initial scheduled Due Date and provides that: (A) its Mortgage Rate will
increase by no more than two percentage points in connection with the passage of
its Anticipated Repayment Date and so long as the Mortgage Loan is an asset of
the Trust Fund; (B) its Anticipated Repayment Date is not less than seven years
following the origination of such Mortgage Loan; (C) no later than the related
Anticipated Repayment Date, if it has not previously done so, the related
Borrower is required to enter into a "lockbox agreement" whereby all revenue
from the related Mortgaged Property shall be deposited directly into a
designated account controlled by the Master Servicer; and (D) any cash flow from
the related Mortgaged Property that is applied to amortize such Mortgage Loan
following its Anticipated Repayment Date shall, to the extent such net cash flow
is in excess of the Monthly Payment payable therefrom, be net of budgeted and
discretionary (servicer approved) capital expenditures;
(lvii) Except as disclosed in the Prospectus Supplement, no Mortgage
Loan, and no group of Mortgage Loans made to the same Borrower and to Borrowers
that are affiliates, accounted for more than 5.0% of the aggregate of the Stated
Principal Balances of all of the Mortgage Loans and all the mortgage loans sold
to the Depositor by Column Financial, Inc. ("Column"), KeyBank National
Association ("Key") and GMAC Commercial Mortgage Corporation ("GMACCM") pursuant
to those certain Mortgage Loan Purchase Agreements each dated as of March 1,
2006 between the Depositor and Column, Key and GMACCM, respectively; and
(lviii) The Seller has delivered to the Trustee or a custodian
appointed thereby, with respect to each Mortgage Loan, in accordance with
Section 3 of this Agreement, a complete Mortgage File.
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 NCB, FSB ("NCB, FSB");
2. that _______________ 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. that _______________, 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 _______________, under date of ______________
(the "Note");
4. that the Note is now owned and held by _______________;
5. that the copy of the Note attached hereto is a true and correct
copy thereof;
6. 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;
7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and
8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by 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 2006-C1 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ 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
_______________'s failure to deliver said original Note to the Trustee.
NCB, FSB
By:____________________________________
Name:
Title:
Sworn to before me this _____
day of __________, 2006
