Preview
Full Doc
 | 2006 |
Assistant Secretary's Certificate
Assistant Secretary's Certificate (15K)
Doc #1046910: Click preview link for longer preview.
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First Boston
Mortgage Securities Corp., hereby certify that the copy of the resolutions
attached hereto is a true, correct and complete copy of resolutions adopted by
the Board of Directors of Credit Suisse First Boston Mortgage Securities Corp.
by unanimous written consent in lieu of a meeting on January 6, 2006. Such
resolutions have not been amended or modified and are now in full force and
effect in the form attached.
IN WITNESS WHEREOF, I have . . .
1046910
|
CSFB Mortgage
As referenced in this Assistant Secretary's Certificate:
Credit Suisse First Boston
Mortgage Securities Corp. – 13
<FILENAME>d415703.txt
<DESCRIPTION>CERTIFIED COPY OF THE RESOLUTIONS
<TEXT>
Exhibit 24.2
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First Boston
Mortgage Securities Corp. , hereby certify that the copy of the resolutions
attached hereto is a true, correct and complete copy of resolutions adopted by
the Board of Directors of Credit Suisse First _____________
Credit Suisse First Boston Mortgage Securities Corp. – Boston
Mortgage Securities Corp., hereby certify that the copy of the resolutions
attached hereto is a true, correct and complete copy of resolutions adopted by
the Board of Directors of Credit Suisse First Boston Mortgage Securities Corp.
by unanimous written consent in lieu of a meeting on January 6, 2006. Such
resolutions have not been amended or modified and are now in full force and
effect _____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – I have hereunto set my hand as of this 6th day of
January, 2006.
/S/ RHONDA MATTY
Assistant Secretary
<PAGE>
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
The undersigned, being all of the members of the Board of Directors of
Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation,
hereby consent to and take the _____________
Credit Suisse First Boston Mortgage Securities Corp. – PAGE>
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
The undersigned, being all of the members of the Board of Directors of
Credit Suisse First Boston Mortgage Securities Corp. , a Delaware corporation,
hereby consent to and take the following action pursuant to Section 141 of the
Delaware General Corporation Law:
WHEREAS, the Board of Directors has determined that _____________
Credit Suisse First Boston Mortgage Securities Corp. – and take the following action pursuant to Section 141 of the
Delaware General Corporation Law:
WHEREAS, the Board of Directors has determined that it is in the best
interests of Credit Suisse First Boston Mortgage Securities Corp. (the
"Company") that it continue, from time to time, to effect the issuance of, and
offer for sale, conduit mortgage and manufactured housing contract pass-through
certificates (the "Certificates") _____________
dt 1707529
| |
Preview
Full Doc
 | 2005 |
Assistant Secretary's Certificate
Assistant Secretary's Certificate (5K)
Doc #1047228: Click preview link for longer preview.
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First Boston Mortgage Securities Corp., hereby certify that the copy of the resolutions attached hereto is a true, correct and complete copy of resolutions adopted by the Board of Directors of Credit Suisse First Boston Mortgage Securities Corp. by unanimous written consent in lieu of a meeting on December 7, 2005. Such resolutions have not been amended or modified and are now in full force and effect in the form attached.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 7th day of December, . . .
1047228
|
CSFB Mortgage
As referenced in this Assistant Secretary's Certificate:
Credit Suisse First Boston Mortgage Securities Corp. –
EX-24.2 5 d399743.htm CERTIFIED COPY OF THE RESOLUTIONS OF THE BOARD
Exhibit 24.2
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First Boston Mortgage Securities Corp. , hereby certify that the copy of the resolutions attached hereto is a true, correct and complete copy of resolutions adopted by the Board of Directors of Credit Suisse First _____________
Credit Suisse First Boston Mortgage Securities Corp. – Boston Mortgage Securities Corp., hereby certify that the copy of the resolutions attached hereto is a true, correct and complete copy of resolutions adopted by the Board of Directors of Credit Suisse First Boston Mortgage Securities Corp. by unanimous written consent in lieu of a meeting on December 7, 2005. Such resolutions have not been amended or modified and are now in full force and effect _____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – IN WITNESS WHEREOF, I have hereunto set my hand as of this 7th day of December, 2005.
/s/ Rhonda Matty
Assistant Secretary
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
The undersigned, being all of the members of the Board of Directors of Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, hereby consent to and take the _____________
Credit Suisse First Boston Mortgage Securities Corp. – Assistant Secretary
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
The undersigned, being all of the members of the Board of Directors of Credit Suisse First Boston Mortgage Securities Corp. , a Delaware corporation, hereby consent to and take the following action pursuant to Section 141 of the Delaware General Corporation Law:
WHEREAS, the Board of Directors has determined that _____________
Credit Suisse First Boston Mortgage Securities Corp. – and take the following action pursuant to Section 141 of the Delaware General Corporation Law:
WHEREAS, the Board of Directors has determined that it is in the best interests of Credit Suisse First Boston Mortgage Securities Corp. (the Company) that it continue, from time to time, to effect the issuance of, and offer for sale, mortgage pass-through certificates (the Certificates) and mortgage-backed notes (the _____________
dt 1707530
| |
Preview
Full Doc
 | 2005 |
Assistant Secretary's Certificate
Assistant Secretary's Certificate (15K)
Doc #1048136: Click preview link for longer preview.
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First
Boston Mortgage Securities Corp., hereby certify that the copy of the
resolutions attached hereto is a true, correct and complete copy of resolutions
adopted by the Board of Directors of Credit Suisse First Boston Mortgage
Securities Corp. by unanimous written consent in lieu of a meeting on August 26,
2005. Such resolutions have not been amended or modified and are now in full
force and effect in the form attached.
IN WITNESS . . .
1048136
|
CSFB Mortgage
As referenced in this Assistant Secretary's Certificate:
Credit Suisse First
Boston Mortgage Securities Corp. – 8
<FILENAME>d358417.txt
<DESCRIPTION>CERTIFIED COPY OF THE RESOLUTIONS
<TEXT>
Exhibit 24.2
ASSISTANT SECRETARY'S CERTIFICATE
I, Rhonda Matty, Assistant Secretary of Credit Suisse First
Boston Mortgage Securities Corp. , hereby certify that the copy of the
resolutions attached hereto is a true, correct and complete copy of resolutions
adopted by the Board of Directors of Credit Suisse First _____________
Credit Suisse First Boston Mortgage
Securities Corp. – Boston Mortgage Securities Corp., hereby certify that the copy of the
resolutions attached hereto is a true, correct and complete copy of resolutions
adopted by the Board of Directors of Credit Suisse First Boston Mortgage
Securities Corp. by unanimous written consent in lieu of a meeting on August 26,
2005. Such resolutions have not been amended or modified and are now in full
force and effect _____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – I have hereunto set my hand as of this
26th day of August, 2005.
/s/ Rhonda Matty
---------------------------
Assistant Secretary
<PAGE>
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
The undersigned, being all of the members of the Board of
Directors of Credit Suisse First Boston Mortgage Securities Corp., a Delaware
corporation, hereby consent to and take the _____________
Credit Suisse First Boston Mortgage Securities Corp. – PAGE>
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
The undersigned, being all of the members of the Board of
Directors of Credit Suisse First Boston Mortgage Securities Corp. , a Delaware
corporation, hereby consent to and take the following action pursuant to Section
141 of the Delaware General Corporation Law:
WHEREAS, the Board of Directors has determined that _____________
Credit Suisse First Boston Mortgage Securities Corp. – and take the following action pursuant to Section
141 of the Delaware General Corporation Law:
WHEREAS, the Board of Directors has determined that it is in
the best interests of Credit Suisse First Boston Mortgage Securities Corp. (the
"Company") that it continue, from time to time, to effect the issuance of, and
offer for sale, conduit mortgage and manufactured housing contract pass-through
certificates (the "Certificates") _____________
dt 1707531
| |
Preview
Full Doc
 | 2005 |
Consent
Consent (85K)
Doc #970782: Click preview link for longer preview.
<DESCRIPTION>FORM 10-Q, EXHIBIT 10.A.(XXXVII)
<TEXT>
RECORDING REQUESTED BY AND
AFTER RECORDING RETURN TO:
Midland Loan Services, Inc.
10851 Mastin
Overland Park, Kansas 66210
Attention: Shay Janssen
Loan No 94-0950186
CONSENT
-------
AND ASSUMPTION AGREEMENT
------------------------
WITH RELEASE AND MODIFICATION OF LOAN DOCUMENTS
------------------------------------------ . . .
970782
|
CSFB Mortgage
As referenced in this Consent:
Credit Suisse First
Boston Mortgage Securities Corp. – Inc., a Delaware corporation, as
Attorney-in-Fact for Wells Fargo Bank N.A., formerly known as Wells Fargo Bank
Minnesota, N.A. as trustee for the registered holders of Credit Suisse First
Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates,
Series 2003-C5 (collectively referred to herein as "Lender"), with an address of
------
10851 Mastin, Overland Park, Kansas 66210.
RECITALS
--------
A. Seller is the _____________
Credit Suisse First Boston Mortgage Securities
Corp. – paid, and contains a mortgagee's clause (the "Mortgagee's
-----------
Clause") satisfactory to Lender in favor of Wells Fargo
------
Bank Minnesota, N.A. as trustee for the registered
holders of Credit Suisse First Boston Mortgage Securities
Corp. , Commercial Mortgage Pass-Through Certificates,
Series 2003-C5 and/or assigns, c/o Midland Loan Services,
Inc., Master Servicer, Post Office Box 419127, Kansas
City, Missouri 64141-6127; re: _____________
Credit Suisse First
Boston Mortgage Securities Corp. – Nakamura
Its: Secretary
Date:
-------------------------------
Tax ID #: 99-0032630
LENDER:
Wells Fargo Bank N.A., formerly known as Wells
Fargo Bank Minnesota, N.A. as trustee for the
registered holders of Credit Suisse First
Boston Mortgage Securities Corp. , Commercial
Mortgage Pass-Through Certificates,
Series 2003-C5
By: Midland Loan Services, Inc.,
a Delaware corporation,
Attorney-in-Fact
By: /s/ Brad Hauger
---------------------------------
Print Name: Brad Hauger
Its: Senior _____________
Credit Suisse
First Boston Mortgage Securities Corp. – Inc., a Delaware corporation,
as Attorney-in-Fact for Wells Fargo Bank N.A., formerly known as Wells Fargo
Bank Minnesota, N.A. as trustee for the registered holders of Credit Suisse
First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through
Certificates, Series 2003-C5
/s/ Alisa Jefferson
-----------------------
Print Name: Alisa Jefferson
Notary Public in and for said
County and State
My Appointment Expires: 12-2- _____________
dt 1707527
;
|
A&B
As referenced in this Consent:
Alexander &
Baldwin, Inc – Delaware limited liability company, as Tenants in Common (individually and
collectively, "Buyer"), with an address c/o A & B Properties, Inc., Attn:
-----
Norbert Buelsing, 822 Bishop Street, Honolulu, Hawaii 96813; Alexander &
Baldwin, Inc ., a Hawaii corporation ("Buyer's Principal"), with the same address
-----------------
as Buyer; and Midland Loan Services, Inc., a Delaware corporation, as
Attorney-in-Fact for Wells Fargo Bank N. _____________
Alexander & Baldwin, Inc – R. K. Sasaki
Its: President
By: /s/ Paul Hallin
Print Name: Paul Hallin
Its: Senior Vice President
Date:
-----------------------------
Tax ID 99-0143448
[Signatures continued on next page]
BUYER'S PRINCIPAL:
Alexander & Baldwin, Inc .,
a Hawaii corporation
By: /s/ N. N. S. Chun
---------------------------------
Print Name: N. N. S. Chun
Its: Vice President
By: /s/ Alyson J. Nakamura
---------------------------------
Print Name: Alyson J. Nakamura
Its: _____________
Alexander & Baldwin, Inc – of June, 2005, before me personally appeared
N. N. S. Chun, to me personally known, who being by me duly sworn, did say that
he is the Vice President of Alexander & Baldwin, Inc ., a Hawaii corporation,
and that the instrument was signed and sealed in behalf of the Hawaii
corporation by authority of its Board of Directors, and said N. N. S. _____________
Alexander & Baldwin, Inc – 2nd day of June, 2005, before me personally appeared Alyson
J. Nakamura, to me personally known, who being by me duly sworn, did say that
he is the Secretary of Alexander & Baldwin, Inc ., a Hawaii corporation, and
that the instrument was signed and sealed in behalf of the Hawaii corporation
by authority of its Board of Directors, and said Alyson J. Nakamura
_____________
dt 1707500
|
Preview
Full Doc
 | 2006 |
Consent and Assumption Agreement with Release
Consent and Assumption Agreement with Release (363K)
Doc #2332138: Click preview link for longer preview.
(For Recorder's Use Only)
RECORDING REQUESTED BY AND Mortgage and Security Agreement dated as of June
AFTER RECORDING RETURN TO: 5, 2003, executed by Seller in favor of Original
Midland Loan Services, Inc. Lender, filed for record on June 24, 2003, in the
10851 Mastin, Suite 700 Commission of Records for the City and County of
Overland Park, KS 66210 Philadelphia, Pennsylvania (the "Recording
Attention: Mindy S. Planer Office") as Instrument No. 50697188 (the "Security
. . .
2332138
|
CSFB Mortgage
As referenced in this Consent and Assumption Agreement with Release:
Credit Suisse First
Boston Mortgage Securities Corp. – successor by consolidation to Wells
{PAGE}
Fargo Bank Minnesota, N.A., as Trustee under the Pooling and Servicing Agreement
dated as of December 1, 2003, for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates
Series 2003-C5, having an address at c/o Midland Loan Services, Inc., 10851
Mastin, Suite 700, Overland Park, KS 66210, Re: Loan Number _____________
Credit Suisse First Boston Mortgage Securities
Corp. – Delaware corporation, services the Loan
for Lender, as Master Servicer ("Servicer"), pursuant to that certain Pooling
and Servicing Agreement dated as
2
{PAGE}
of December 1, 2003, by and among Credit Suisse First Boston Mortgage Securities
Corp. , as Depositor, Servicer, as Master Servicer, Clarion Partners, LLC, as
Special Servicer, Wells Fargo Bank Minnesota, N.A., predecessor-in-interest to
Wells Fargo Bank, N.A., as Trustee ( _____________
Credit
Suisse First Boston Mortgage Securities Corp. – A., successor by consolidation to Wells Fargo Bank
Minnesota, N.A., as Trustee under the Pooling and Servicing Agreement
dated as of December 1, 2003, for the Registered Holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates Series 2003-C5, and its successors and/or
assigns, c/o Midland Loan Services, Inc., Master Servicer, 10851
Mastin, Suite 700, Overland Park, KS _____________
Credit Suisse First Boston Mortgage Securities Corp. – Mortgagee and replacing it with the following
address:
"Wells Fargo Bank, N.A. successor by consolidation to Wells Fargo
Bank Minnesota, N.A., as Trustee for the Registered Holders of
Credit Suisse First Boston Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates Series 2003-C5
% Midland Loan Services, Inc.
10851 Mastin, Suite 300
Overland Park, KS 66210"
(d) Section 1.29 of the Security Instrument is _____________
Credit Suisse First Boston
Mortgage Securities Corp. – provided therein and substituting the following
therefor:
"Mortgagee Wells Fargo Bank, N.A. successor by consolidation to
Wells Fargo Bank Minnesota, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates Series 2003-C5
c/o Midland Loan Services, Inc.
10851 Mastin, Suite 300
Overland Park, KS 66210
Servicer: Midland Loan Services, Inc.
10851 Mastin, _____________
dt 1573300
;
Acadia Realty
As referenced in this Consent and Assumption Agreement with Release:
Acadia Realty Trust – of the Required Insurance is in full force and effect, with all
required premiums paid, and contains the required Mortgagee's Clause.
(l) The general partner of New Principal is Acadia Realty Trust (the
"Final Owner"). Final Owner owns 98% of New Principal and controls
New Principal.
(m) All representations and warranties referred to herein shall be true
as of the date _____________
ACADIA REALTY TRUST, – an individual
[signatures continue on next page]
{PAGE}
BUYER:
ACADIA CHESTNUT LLC, a Delaware limited
liability company
By: ACADIA REALTY LIMITED
PARTNERSHIP, a Delaware limited
partnership, as its manager
By: ACADIA REALTY TRUST, as its
general partner
By:
---------------------------
Name: Robert Masters
Title: Senior Vice
President
[signatures continue on next page]
{PAGE}
NEW PRINCIPAL:
ACADIA REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: _____________
ACADIA REALTY TRUST, – TRUST, as its
general partner
By:
---------------------------
Name: Robert Masters
Title: Senior Vice
President
[signatures continue on next page]
{PAGE}
NEW PRINCIPAL:
ACADIA REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: ACADIA REALTY TRUST, as its general
partner
By:
------------------------------------
Name:
------------------------------
Title:
-----------------------------
[signatures continue on next page]
{PAGE}
LENDER:
WELLS FARGO BANK, N.A., SUCCESSOR BY
CONSOLIDATION TO WELLS FARGO BANK
MINNESOTA, N.A., _____________
Acadia Realty Trust, – this, the _____ day of June, 2006, before me ________________, the
undersigned officer, personally appeared Robert Masters, known to me (or
satisfactory proven) to be the Senior Vice President of Acadia Realty Trust,
which is the general partner of Acadia Realty Limited Partnership, a Delaware
limited partnership, which is the manager of Acadia Chestnut LLC, a Delaware
limited liability company, and acknowledged _____________
Acadia Realty Trust, – State
County
On this, the _____ day of June, 2006, before me ________________, the
undersigned officer, personally appeared ______________________, known to me (or
satisfactory proven) to be the ___________________ of Acadia Realty Trust, which
is the general partner of Acadia Realty Limited Partnership, a Delaware limited
partnership, and acknowledged that he as such _____________________ being duly
authorized to do so, executed the _____________
dt 1465376
;
Column Financial
As referenced in this Consent and Assumption Agreement with Release:
Column
Financial, Inc – collectively referred to as the "Property".
B. By assignment, Lender is the owner and holder of certain documents (the
"Loan Documents") evidencing and securing a loan (the "Loan") made by Column
Financial, Inc ., a Delaware corporation ("Original Lender"), to Seller,
including, without limitation, the:
(i) Promissory Note dated as of June 5, 2003, in the original
principal amount of $10,500,000. _____________
Column Financial, Inc – York 10010
Attn: Joseph J. Sitt and Kurt Reich,
The name and address of Mortgagee (as Secured Party under any applicable Uniform
Commercial Code), as of the date hereof, are:
Column Financial, Inc .
Eleven Madison Avenue
9th Floor
New York, New York 10010-3629
Attn: Edmund Taylor.
1.23. Easements and Rights-of-Way. Mortgagor shall not grant any easement
or right _____________
Column Financial, Inc – by duplicate notice in accordance with any of
clauses (a)-(c) above, in each case, addressed to the party intended to receive
the same at the following address(es):
Mortgagee: Column Financial, Inc .
Eleven Madison Avenue
9th Floor
New York, New York 10010-3629
Attention: Edmund Taylor
Telecopier: (212) 325-8106
Re: Thor / Chestnut, Philadelphia, Pennsylvania
Loan Amount: $10,500,000
Column _____________
Column Financial, Inc – By: Thor GP Chestnut Hill II, LLC,
a Delaware limited liability company,
its general partner
By: /s/ XXX
------------------------------------
Name: XXX
Title: Managing Member
The address of the within Mortgagee is:
Column Financial, Inc .
11 Madison Avenue Ninth Floor
New York, New York 10010
-------------------------------------
On behalf of the Mortgagee
-66-
{PAGE}
State/ Commonwealth of New York
County of New York
On this, the _____________
COLUMN FINANCIAL, INC – Parties 64
4.31. Fixture Filing 64
4.32. Cooperation With Rating Agencies and Investors 65
{PAGE}
THOR CHESTNUT HILL, LP and
THOR CHESTNUT HILL II, LP
(collectively, Borrower)
to
COLUMN FINANCIAL, INC .,
(Lender)
ASSIGNMENT OF LEASES AND RENTS
Dated: As of June_____, 2003
Location: Philadelphia County, Pennsylvania
PREPARED BY AND UPON
RECORDATION RETURN TO:
Winston & Strawn
200 Park Avenue
New York, _____________
dt 1598943
;
|
KeyCorp
As referenced in this Consent and Assumption Agreement with Release:
KeyCorp – 10010
Attention: Pamela L. McCormack, Esq.
Vice President and Counsel
Telecopier: (917) 326-7805
Re: Thor I Chestnut, Philadelphia, Pennsylvania
Loan Amount: $10,500,000
Column Loan Number: 271089
Servicer: KeyCorp Real Estate Capital Markets, Inc.
dlb/a Key Commercial Mortgage
911 Main Street, Suite 1500 Kansas
City, Missouri 64105
Attention: Diane Haislip
Telecopier: 216-357-6543
or any successor servicer _____________
dt 1449478
;
Midland Loan
As referenced in this Consent and Assumption Agreement with Release:
Midland Loan Services, Inc – For Recorder's Use Only)
RECORDING REQUESTED BY AND Mortgage and Security Agreement dated as of June
AFTER RECORDING RETURN TO: 5, 2003, executed by Seller in favor of Original
Midland Loan Services, Inc . Lender, filed for record on June 24, 2003, in the
10851 Mastin, Suite 700 Commission of Records for the City and County of
Overland Park, KS 66210 Philadelphia, Pennsylvania ( _____________
Midland Loan Services, Inc – of December 1, 2003, for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates
Series 2003-C5, having an address at c/o Midland Loan Services, Inc ., 10851
Mastin, Suite 700, Overland Park, KS 66210, Re: Loan Number 03-0238961
("Lender").
RECITALS
A. Seller is the owner of certain real property located in Philadelphia
County, Commonwealth _____________
Midland Loan Services, Inc – Certain UCC financing statements executed by Seller, as debtor,
in favor of Original Lender, as secured party, which financing
statements have been assigned of record to Lender ("Original
UCCs").
C. Midland Loan Services, Inc ., a Delaware corporation, services the Loan
for Lender, as Master Servicer ("Servicer"), pursuant to that certain Pooling
and Servicing Agreement dated as
2
{PAGE}
of December 1, 2003, by _____________
Midland Loan Services, Inc – 1, 2003, for the Registered Holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates Series 2003-C5, and its successors and/or
assigns, c/o Midland Loan Services, Inc ., Master Servicer, 10851
Mastin, Suite 700, Overland Park, KS 66210; re: Loan Number
030238961.
(d) Lender's receipt of satisfactory Title Endorsements (hereinafter
defined).
(e) The full release and _____________
Midland Loan Services, Inc – limited partners, joint shareholders, beneficiaries, trustees, administrators,
subsidiaries, affiliates, employees, servants and attorneys (collectively, the
"Seller Releasing Parties") jointly and severally release and forever discharge
Lender, Clarion Partners, LLC and Midland Loan Services, Inc ., and their
respective successors, assigns, partners, directors, officers, employees,
agents, attorneys, administrators, trustees, subsidiaries, affiliates,
beneficiaries, shareholders and representatives from all liabilities,
obligations, costs, expenses, claims and damages, at _____________
dt 1472927
;
More... |
Full Doc
 | 2007 | | | |
Full Doc
 | 2007 |
Credit Support Annex
Credit Support Annex (84K)
Doc #2794689: This document is immediately available for purchase, but does not have a preview available for viewing.
2794689
| | |
Preview
Full Doc
 | 2006 |
Defeasance Account Agreement
Defeasance Account Agreement (48K)
Doc #1305329: Click preview link for longer preview.
Defeasance Account Agreement
THIS DEFEASANCE ACCOUNT AGREEMENT (this �Agreement�) is entered into as of November 18, 2005 by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (�Pledgor�), WELLS FARGO BANK, N.A., as Securities Intermediary and Custodian (�Intermediary�), U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the �Pooling and Servicing Agreement�), for the Registered Holders of Credit Suisse . . .
1305329
|
CSFB Mortgage
As referenced in this Defeasance Account Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the Pooling and Servicing Agreement), for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 1998-PS2 and as secured party (together with its successors and assigns, Pledgee), and GMAC COMMERCIAL MORTGAGE CORPORATION, successor-in-interest to AMRESCO _____________
Credit Suisse First Boston Mortgage Securities Corp. – the State or the state in which Intermediary maintains the Pledged Collateral Account are authorized or obligated by law, regulation, governmental decree or executive order to be closed.
Certificates means Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 1998-PS2.
Collection Account means the account maintained and designated by Servicer for deposit of payments due under the Note, and shall be _____________
Credit Suisse First Boston Mortgage Securities Corp. – ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998, for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 1998-PS2
By:
GMAC Commercial Mortgage Corporation, successor-in-interest to AMRESCO Services, L.P., as Servicer
By:
/s/ JILLIAN M. BRITTIN
Name: _____________
dt 1362584
;
Fannie Mae
As referenced in this Defeasance Account Agreement:
FNMA – iii) obligations of the following United States government sponsored agencies: FHLMC (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), FNMA , the Student Loan Marketing Association (debt obligations), the Financing Corp. (debt obligations), and the REFCO (debt obligations); provided, however, that the investments described in this clause (A) must have _____________
dt 1607847
;
|
U.S. Bank, NA
As referenced in this Defeasance Account Agreement:
U.S. BANK NATIONAL ASSOCIATION, – as of November 18, 2005 by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (Pledgor), WELLS FARGO BANK, N.A., as Securities Intermediary and Custodian (Intermediary), U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998 (the Pooling and Servicing Agreement), _____________
U.S. BANK NATIONAL ASSOCIATION, – Rothman
Managing Member
(Signatures continued on next page)
Intermediary:
WELLS FARGO BANK, N.A.
By:
/s/ KENNETH HOFFMAN
Name: Kenneth Hoffman
Title: Vice President
(Signatures continued on next page)
Pledgee:
U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing Agreement, dated as of October 1, 1998, for the Registered Holders of _____________
dt 1342905
;
Wells Fargo Bank
As referenced in this Defeasance Account Agreement:
WELLS FARGO BANK, N – Account Agreement
THIS DEFEASANCE ACCOUNT AGREEMENT (this Agreement) is entered into as of November 18, 2005 by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California limited partnership (Pledgor), WELLS FARGO BANK, N .A., as Securities Intermediary and Custodian (Intermediary), U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank and Trust Company, as Trustee under the Pooling and Servicing _____________
WELLS FARGO BANK, N – partnership
By:
Casa Munras GP, LLC, a California limited
liability company, its general partner
By:
/s/ JOHN F. ROTHMAN
John F. Rothman
Managing Member
(Signatures continued on next page)
Intermediary:
WELLS FARGO BANK, N .A.
By:
/s/ KENNETH HOFFMAN
Name: Kenneth Hoffman
Title: Vice President
(Signatures continued on next page)
Pledgee:
U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to State Street Bank _____________
dt 1433380
|
Preview
Full Doc
 | 2003 |
Indemnification Agreement
Indemnification Agreement (47K)
Doc #121407: Click preview link for longer preview.
Credit Suisse First Boston Mortgage Securities Corp. (Depositor) $370,000,000
ABFS MORTGAGE LOAN TRUST 2002-3 Mortgage Pass-Through Certificates Series 2002-3
INDEMNIFICATION AGREEMENT ------------------------- September 23, 2002
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Shannon Smith
Credit Suisse First Boston Corporation, for itself and as Representative for the Underwriters Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-3. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-3 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $370,000,000 as of September 26, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-3, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of September 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities").
121407
|
CSFB Mortgage
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Mortgage Securities –
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}8
{FILENAME}ex10-95.txt
{DESCRIPTION}EXHIBIT 10.95
{TEXT}
{PAGE}
Exhibit 10.95
EXECUTION COPY
--------------
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$370,000,000
ABFS MORTGAGE LOAN TRUST 2002-3
Mortgage Pass-Through Certificates
Series 2002-3
INDEMNIFICATION AGREEMENT
-------------------------
September 23, 2002
_____________
Credit Suisse First Boston Mortgage Securities – Corp.
(Depositor)
$370,000,000
ABFS MORTGAGE LOAN TRUST 2002-3
Mortgage Pass-Through Certificates
Series 2002-3
INDEMNIFICATION AGREEMENT
-------------------------
September 23, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corporation,
for itself and as _____________
Credit Suisse First Boston Mortgage Securities – Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp.,
a corporation organized and existing under the laws of the State of Delaware
(the "Depositor"), proposes to sell to the Underwriters (as _____________
Credit Suisse
First Boston Mortgage Securities – be in writing, and (i) if to the Depositor, shall be delivered
or sent by mail, telex or facsimile transmission and confirmed to Credit Suisse
First Boston Mortgage Securities Corp. at Eleven Madison Avenue, New York, New
York 10010; Attention: Shannon Smith (facsimile number 212-325-5189); (ii) if to
Credit Suisse _____________
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES – Jeffrey M. Ruben
Title: Executive Vice President
The foregoing Indemnification Agreement is hereby confirmed and accepted as of
the date first above written.
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., as
Depositor
By: Brendan J. Keane
-----------------------------------
Name: Brendan J. Keane
Title: Vice President
CREDIT SUISSE FIRST BOSTON
CORPORATION, acting on behalf of _____________
dt 90431
;
ABFS
As referenced in this Indemnification Agreement:
American Business Financial Services, – warrants that it has made
available to the Underwriters copies of consolidated financial statements for
the fiscal year ended June 30, 2002 of American Business Financial Services,
Inc. ("ABFS"). Except as set forth in or contemplated in the Prospectus or in
any publicly available records filed with the Securities _____________
American Business
Financial Services, – to American Business Credit, Inc. or any of the ABFS Entities shall be
delivered or sent by mail, telex or facsimile transmission to American Business
Financial Services, Inc., Bala Pointe Office Centre, 111 Presidential Blvd.,
Bala Cynwyd, PA 19004; Attention: Jeffrey Ruben (facsimile number (610)
668-4164). Any such _____________
dt 90467
;
CSFB Corp.
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Corp – September 23, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corp oration,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
_____________
Credit
Suisse First Boston Corp – 1986, as amended.
The Depositor on the date hereof will enter into an underwriting
agreement dated the date hereof (the "Underwriting Agreement") with Credit
Suisse First Boston Corp oration as representative (the "Representative") for
itself and the several underwriters listed on Schedule A thereto (the
"Underwriters") relating to the sale of _____________
Credit Suisse First Boston Corp – underwriting discount and commission set
forth on the cover page of the Prospectus Supplement paid to the respective
Underwriter, and the Depositor and Credit Suisse First Boston Corp oration
collectively shall not be required to contribute any amount in excess of the
underwriting discount and commission set forth on the cover _____________
Credit Suisse First Boston Corp – Mortgage Securities Corp. at Eleven Madison Avenue, New York, New
York 10010; Attention: Shannon Smith (facsimile number 212-325-5189); (ii) if to
Credit Suisse First Boston Corp oration, shall be delivered or sent by mail,
telex or facsimile transmission and confirmed to Credit Suisse First Boston
Corporation at Eleven Madison _____________
Credit Suisse First Boston
Corp – 5189); (ii) if to
Credit Suisse First Boston Corporation, shall be delivered or sent by mail,
telex or facsimile transmission and confirmed to Credit Suisse First Boston
Corp oration at Eleven Madison Avenue, 5th Floor, New York, New York 10010;
Attention: Transactions Advisory Group (facsimile number 212-325-4296); (iii) if
_____________
dt 99246
;
|
JPMorgan Chase
As referenced in this Indemnification Agreement:
JPMorgan Chase – Pooling and Servicing Agreement"), among the Depositor,
American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as
trustee, back-up servicer and custodian (the "Trustee"), with an aggregate
principal balance
dt 45672
;
Cleary Gottlieb
As referenced in this Indemnification Agreement:
Cleary, Gottlieb – respective meanings assigned to them in the February 13, 1995 letter
(the "PSA Letter") of Cleary, Gottlieb , Steen & Hamilton on behalf of the Public
Securities Association (which letter, and the SEC
dt 34800
|
Preview
Full Doc
 | 2003 |
Indemnification Agreement
Indemnification Agreement (53K)
Doc #121410: Click preview link for longer preview.
INDEMNIFICATION AGREEMENT -------------------------
December 18, 2002
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Shannon Smith
Credit Suisse First Boston Corporation, for itself and as Representative for the Underwriters Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-4. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-4 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $376,200,000 as of December 23, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-4, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated
{PAGE}
Seller's Agreement, dated as of December 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities").
The Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement.
The Certificates are to be issued pursuant to the Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of December 18, 2002 relating to the Offered Certificates (together with the Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended.
The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates.
The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents."
Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.
2. Representations and Warranties of the ABFS Entities. Each of the ABFS Entities represents and warrants to, and agrees with, each of the Depositor and the Underwriters that:
(a) The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and each of the Originators has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its incorporation. Each of the ABFS Entities (i) has corporate power and authority to own, lease and operate its respective properties and conduct its respective businesses as described or incorporated in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party; and (ii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify is reasonably likely to have a material adverse effect on its respective business, properties, assets, or condition (financial or other) or on its ability to perform its obligations under any of the Basic Documents to which it is a party;
121410
|
CSFB Mortgage
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Mortgage Securities –
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}11
{FILENAME}ex10-98.txt
{DESCRIPTION}EXHIBIT 10.98
{TEXT}
{PAGE}
Exhibit 10.98
EXECUTION COPY
--------------
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$376,200,000
ABFS MORTGAGE LOAN TRUST 2002-4
Mortgage Pass-Through Certificates
Series 2002-4
INDEMNIFICATION AGREEMENT
-------------------------
December 18, 2002
_____________
Credit Suisse First Boston Mortgage Securities – Corp.
(Depositor)
$376,200,000
ABFS MORTGAGE LOAN TRUST 2002-4
Mortgage Pass-Through Certificates
Series 2002-4
INDEMNIFICATION AGREEMENT
-------------------------
December 18, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corporation,
for itself and as _____________
Credit Suisse First Boston Mortgage
Securities – Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage
Securities Corp., a corporation organized and existing under the laws
of the State of Delaware (the "Depositor"), proposes to sell to the
Underwriters (as _____________
Credit Suisse First Boston Mortgage Securities – be in writing, and (i) if to the Depositor,
shall be delivered or sent by mail, telex or facsimile transmission and
confirmed to Credit Suisse First Boston Mortgage Securities Corp. at
Eleven Madison Avenue, New York, New York 10010; Attention: Shannon
Smith (facsimile number 212-325-5189); (ii) if to Credit Suisse _____________
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES – SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]
13
{PAGE}
The foregoing Indemnification Agreement is hereby confirmed and accepted as of
the date first above written.
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., as
Depositor
By: Brendan J. Keane
---------------------------------------------
Name: Brendan J. Keane
Title: Vice President
CREDIT SUISSE FIRST BOSTON
CORPORATION, acting on behalf of _____________
dt 90433
;
ABFS
As referenced in this Indemnification Agreement:
American Business
Financial Services, – warrants that it
has made available to the Underwriters copies of consolidated financial
statements for the fiscal year ended June 30, 2002 of American Business
Financial Services, Inc. ("ABFS"). Except as set forth in or
contemplated in the Prospectus or in any publicly available records
filed with the Securities _____________
American Business Financial
Services, – to American Business
Credit, Inc. or any of the ABFS Entities shall be delivered or sent by
mail, telex or facsimile transmission to American Business Financial
Services, Inc., Bala Pointe Office Centre, 111 Presidential Blvd., Bala
Cynwyd, PA 19004; Attention: Jeffrey Ruben (facsimile number (610)
668-4164). Any such _____________
dt 90468
;
CSFB Corp.
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Corp – December 18, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corp oration,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
_____________
Credit
Suisse First Boston Corp – 1986, as amended.
The Depositor on the date hereof will enter into an underwriting
agreement dated the date hereof (the "Underwriting Agreement") with Credit
Suisse First Boston Corp oration as representative (the "Representative") for
itself and the several underwriters listed on Schedule A thereto (the
"Underwriters") relating to the sale of _____________
Credit Suisse
First Boston Corp – underwriting discount and
commission set forth on the cover page of the Prospectus Supplement
paid to the respective Underwriter, and the Depositor and Credit Suisse
First Boston Corp oration collectively shall not be required to
contribute any amount in excess of the underwriting discount and
commission set forth on the cover _____________
Credit Suisse First
Boston Corp – Mortgage Securities Corp. at
Eleven Madison Avenue, New York, New York 10010; Attention: Shannon
Smith (facsimile number 212-325-5189); (ii) if to Credit Suisse First
Boston Corp oration, shall be delivered or sent by mail, telex or
facsimile transmission and confirmed to Credit Suisse First Boston
Corporation at Eleven Madison _____________
Credit Suisse First Boston
Corp – 5189); (ii) if to Credit Suisse First
Boston Corporation, shall be delivered or sent by mail, telex or
facsimile transmission and confirmed to Credit Suisse First Boston
Corp oration at Eleven Madison Avenue, 5th Floor, New York, New York
10010; Attention: Transactions Advisory Group (facsimile number
11
{PAGE}
212-325-4296); ( _____________
dt 99247
;
|
JPMorgan Chase
As referenced in this Indemnification Agreement:
JPMorgan Chase – Pooling and Servicing Agreement"), among the
Depositor, American Business Credit, Inc., as servicer ("ABC") and
JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the
"Trustee"), with an aggregate principal balance
dt 45674
;
Cleary Gottlieb
As referenced in this Indemnification Agreement:
Cleary, Gottlieb – respective meanings assigned to them in the February 13, 1995 letter
(the "PSA Letter") of Cleary, Gottlieb , Steen & Hamilton on behalf of the Public
Securities Association (which letter, and the SEC
dt 34801
;
ABFS Mortgage Loan Trust 2002-4
|
Preview
Full Doc
 | 2003 |
Indemnification Agreement
Indemnification Agreement (47K)
Doc #392694: Click preview link for longer preview.
Credit Suisse First Boston Mortgage Securities Corp. (Depositor) $370,000,000
ABFS MORTGAGE LOAN TRUST 2002-3 Mortgage Pass-Through Certificates Series 2002-3
INDEMNIFICATION AGREEMENT ------------------------- September 23, 2002
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Shannon Smith
Credit Suisse First Boston Corporation, for itself and as Representative for the Underwriters Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-3. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-3 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $370,000,000 as of September 26, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-3, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of September 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities").
{PAGE}
The Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement.
The Certificates are to be issued pursuant to the Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of September 23, 2002 relating to the Offered Certificates (together with the Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended.
The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates.
The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents."
Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.
2. Representations and Warranties of the ABFS Entities. Each of the ABFS Entities represents and warrants to, and agrees with, each of the Depositor and the Underwriters that:
(a) The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and each of the Originators has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its incorporation. Each of the ABFS Entities (i) has corporate power and authority to own, lease and operate its respective properties and conduct its respective businesses as described or incorporated in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party; and (ii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify is reasonably likely to have a material adverse effect on its respective business, properties, assets, or condition (financial or other) or on its ability to perform its obligations under any of the Basic Documents to which it is a party;
(b) None of the ABFS Entities is in violation of its respective certificate of incorporation, certificate of formation, articles of association, by-laws, operating agreements or other constituent agreements, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which any of the ABFS Entities is a party or by which each or any of the ABFS Entities' properties may be bound, which default is reasonably likely to result in any material adverse change in the financial condition, earnings, affairs or business of any of the ABFS Entities or which is reasonably likely to materially and adversely affect the properties or assets of any of the ABFS Entities or the ability of any of the ABFS Entities to perform its obligations under any of the Basic Documents to which it is a party;
(c) The execution and delivery by the ABFS Entities on the date hereof of this Agreement and by each ABFS Entity on the Closing Date of the Basic Documents to which it is a party, and the performance of each of their respective obligations hereunder or thereunder, will be within the corporate power of each of the ABFS Entities and duly authorized by all necessary corporate action on the part of each of the ABFS Entities on and as of the date hereof with respect to this Agreement or on and as of the Closing Date with
392694
|
CSFB Mortgage
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}8
{FILENAME}ex10-95.txt
{DESCRIPTION}EXHIBIT 10.95
{TEXT}
{PAGE}
Exhibit 10.95
EXECUTION COPY
--------------
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$370,000,000
ABFS MORTGAGE LOAN TRUST 2002-3
Mortgage Pass-Through Certificates
Series 2002-3
INDEMNIFICATION AGREEMENT
-------------------------
September 23, 2002
Credit Suisse First Boston Mortgage Securities Corp.
_____________
Credit Suisse First Boston Mortgage Securities Corp. – COPY
--------------
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$370,000,000
ABFS MORTGAGE LOAN TRUST 2002-3
Mortgage Pass-Through Certificates
Series 2002-3
INDEMNIFICATION AGREEMENT
-------------------------
September 23, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corporation,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, _____________
Credit Suisse First Boston Mortgage Securities Corp. – First Boston Corporation,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp. ,
a corporation organized and existing under the laws of the State of Delaware
(the "Depositor"), proposes to sell to the Underwriters (as defined below) five
(5) classes of Mortgage _____________
Credit Suisse
First Boston Mortgage Securities Corp. – statements, requests, notices and agreements
hereunder shall be in writing, and (i) if to the Depositor, shall be delivered
or sent by mail, telex or facsimile transmission and confirmed to Credit Suisse
First Boston Mortgage Securities Corp. at Eleven Madison Avenue, New York, New
York 10010; Attention: Shannon Smith (facsimile number 212-325-5189); (ii) if to
Credit Suisse First Boston Corporation, shall be delivered or _____________
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP. – SERVICES, INC.
By: Jeffrey M. Ruben
-----------------------------------
Name: Jeffrey M. Ruben
Title: Executive Vice President
The foregoing Indemnification Agreement is hereby confirmed and accepted as of
the date first above written.
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP. , as
Depositor
By: Brendan J. Keane
-----------------------------------
Name: Brendan J. Keane
Title: Vice President
CREDIT SUISSE FIRST BOSTON
CORPORATION, acting on behalf of itself
and as the Representative of the _____________
dt 1362566
;
ABFS
As referenced in this Indemnification Agreement:
American Business Financial Services,
Inc – Each of the ABFS Entities represents and warrants that it has made
available to the Underwriters copies of consolidated financial statements for
the fiscal year ended June 30, 2002 of American Business Financial Services,
Inc . ("ABFS"). Except as set forth in or contemplated in the Prospectus or in
any publicly available records filed with the Securities and Exchange Commission
(the "Commission") or as described _____________
American Business
Financial Services, Inc – in paragraph (ii) above; and
(iv) if to American Business Credit, Inc. or any of the ABFS Entities shall be
delivered or sent by mail, telex or facsimile transmission to American Business
Financial Services, Inc ., Bala Pointe Office Centre, 111 Presidential Blvd.,
Bala Cynwyd, PA 19004; Attention: Jeffrey Ruben (facsimile number (610)
668-4164). Any such statements, requests, notices or agreements shall take
effect _____________
dt 1338293
;
|
JPMorgan Chase
As referenced in this Indemnification Agreement:
JPMorgan Chase Bank, – Depositor pursuant to a Pooling and Servicing Agreement, dated as of
September 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor,
American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as
trustee, back-up servicer and custodian (the "Trustee"), with an aggregate
principal balance expected to be approximately $370,000,000 as of September 26,
2002 (the "Closing Date"). _____________
dt 1404957
;
Cleary Gottlieb
As referenced in this Indemnification Agreement:
Cleary, Gottlieb – PLAN OF DISTRIBUTION."
The terms "Collateral Term Sheet" and "Structural Term Sheets" shall
have the respective meanings assigned to them in the February 13, 1995 letter
(the "PSA Letter") of Cleary, Gottlieb , Steen & Hamilton on behalf of the Public
Securities Association (which letter, and the SEC staff's response thereto, were
publicly available February 17, 1995). The term "Collateral Term Sheet" _____________
dt 1401681
|
Preview
Full Doc
 | 2003 |
Indemnification Agreement
Indemnification Agreement (53K)
Doc #392697: Click preview link for longer preview.
Credit Suisse First Boston Mortgage Securities Corp. (Depositor)
$376,200,000
ABFS MORTGAGE LOAN TRUST 2002-4 Mortgage Pass-Through Certificates Series 2002-4
INDEMNIFICATION AGREEMENT -------------------------
December 18, 2002
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Shannon Smith
Credit Suisse First Boston Corporation, for itself and as Representative for the Underwriters Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-4. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-4 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $376,200,000 as of December 23, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-4, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated
{PAGE}
Seller's Agreement, dated as of December 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities").
The Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement.
The Certificates are to be issued pursuant to the Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of December 18, 2002 relating to the Offered Certificates (together with the Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended.
The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates.
The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents."
Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.
2. Representations and Warranties of the ABFS Entities. Each of the ABFS Entities represents and warrants to, and agrees with, each of the Depositor and the Underwriters that:
(a) The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and each of the Originators has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its incorporation. Each of the ABFS Entities (i) has corporate power and authority to own, lease and operate its respective properties and conduct its respective businesses as described or incorporated in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party; and (ii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify is reasonably likely to have a material adverse effect on its respective business, properties, assets, or condition (financial or other) or on its ability to perform its obligations under any of the Basic Documents to which it is a party;
(b) None of the ABFS Entities is in violation of its respective certificate of incorporation, certificate of formation, articles of association, by-laws, operating agreements or other constituent agreements, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which any of the ABFS Entities is a party or by
2
{PAGE}
which each or any of the ABFS Entities' properties may be bound, which default is reasonably likely to result in any material adverse change in the financial condition, earnings, affairs or business of any of the ABFS Entities or which is reasonably likely to materially and adversely affect the properties or assets of any of the ABFS Entities or the ability of any of the ABFS Entities to perform its obligations under any of the Basic Documents to which it is a party;
(c) The execution and delivery by the ABFS Entities on the date hereof of this Agreement and by each ABFS Entity on the Closing Date of the Basic Documents to which it is a party, and the performance of each of their respective obligations hereunder or thereunder, will be within the corporate power of each of the ABFS Entities and duly authorized by all necessary corporate action on the part of each of the ABFS Entities on and as of the date hereof with respect to this
392697
|
CSFB Mortgage
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}11
{FILENAME}ex10-98.txt
{DESCRIPTION}EXHIBIT 10.98
{TEXT}
{PAGE}
Exhibit 10.98
EXECUTION COPY
--------------
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$376,200,000
ABFS MORTGAGE LOAN TRUST 2002-4
Mortgage Pass-Through Certificates
Series 2002-4
INDEMNIFICATION AGREEMENT
-------------------------
December 18, 2002
Credit Suisse First Boston Mortgage Securities Corp.
_____________
Credit Suisse First Boston Mortgage Securities Corp. – COPY
--------------
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$376,200,000
ABFS MORTGAGE LOAN TRUST 2002-4
Mortgage Pass-Through Certificates
Series 2002-4
INDEMNIFICATION AGREEMENT
-------------------------
December 18, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corporation,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, _____________
Credit Suisse First Boston Mortgage
Securities Corp. – First Boston Corporation,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage
Securities Corp. , a corporation organized and existing under the laws
of the State of Delaware (the "Depositor"), proposes to sell to the
Underwriters (as defined below) five (5) classes of Mortgage
_____________
Credit Suisse First Boston Mortgage Securities Corp. – statements, requests, notices and
agreements hereunder shall be in writing, and (i) if to the Depositor,
shall be delivered or sent by mail, telex or facsimile transmission and
confirmed to Credit Suisse First Boston Mortgage Securities Corp. at
Eleven Madison Avenue, New York, New York 10010; Attention: Shannon
Smith (facsimile number 212-325-5189); (ii) if to Credit Suisse First
Boston Corporation, shall be delivered or _____________
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP. – Jeffrey M. Ruben
Title: Executive Vice President
[SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT]
13
{PAGE}
The foregoing Indemnification Agreement is hereby confirmed and accepted as of
the date first above written.
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP. , as
Depositor
By: Brendan J. Keane
---------------------------------------------
Name: Brendan J. Keane
Title: Vice President
CREDIT SUISSE FIRST BOSTON
CORPORATION, acting on behalf of itself
and as the Representative of the _____________
dt 1010658
;
ABFS
As referenced in this Indemnification Agreement:
American Business
Financial Services, Inc – Each of the ABFS Entities represents and warrants that it
has made available to the Underwriters copies of consolidated financial
statements for the fiscal year ended June 30, 2002 of American Business
Financial Services, Inc . ("ABFS"). Except as set forth in or
contemplated in the Prospectus or in any publicly available records
filed with the Securities and Exchange Commission (the "Commission") or
as described _____________
American Business Financial
Services, Inc – in paragraph (ii) above; and (iv) if to American Business
Credit, Inc. or any of the ABFS Entities shall be delivered or sent by
mail, telex or facsimile transmission to American Business Financial
Services, Inc ., Bala Pointe Office Centre, 111 Presidential Blvd., Bala
Cynwyd, PA 19004; Attention: Jeffrey Ruben (facsimile number (610)
668-4164). Any such statements, requests, notices or agreements shall
take effect _____________
dt 1338295
;
JPMorgan Chase
As referenced in this Indemnification Agreement:
JPMorgan Chase Bank, – Depositor pursuant to a Pooling and Servicing Agreement, dated as of
December 1, 2002 (the "Pooling and Servicing Agreement"), among the
Depositor, American Business Credit, Inc., as servicer ("ABC") and
JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the
"Trustee"), with an aggregate principal balance expected to be
approximately $376,200,000 as of December 23, 2002 (the "Closing
Date"). _____________
dt 1017924
;
|
Cleary Gottlieb
As referenced in this Indemnification Agreement:
Cleary, Gottlieb – DISTRIBUTION."
9
{PAGE}
The terms "Collateral Term Sheet" and "Structural Term Sheets" shall
have the respective meanings assigned to them in the February 13, 1995 letter
(the "PSA Letter") of Cleary, Gottlieb , Steen & Hamilton on behalf of the Public
Securities Association (which letter, and the SEC staff's response thereto, were
publicly available February 17, 1995). The term "Collateral Term Sheet" _____________
dt 1007334
;
Shannon Smith
|
Preview
Full Doc
 | 2002 |
Indemnification Agreement
Indemnification Agreement (48K)
Doc #392733: Click preview link for longer preview.
Credit Suisse First Boston Mortgage Securities Corp. (Depositor)
$380,000,000
ABFS MORTGAGE LOAN TRUST 2002-2 Mortgage Pass-Through Certificates Series 2002-2
INDEMNIFICATION AGREEMENT
June 21, 2002
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Shannon Smith
Credit Suisse First Boston Corporation, for itself and as Representative for the Underwriters Eleven Madison Avenue, 4th Floor New York, New York 10010 Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) eleven (11) classes of Mortgage Pass-Through Certificates, Series 2002-2. Such classes have been designated as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (together, the "Non-Offered Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-2 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of June 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee (the "Trustee"), with an aggregate principal balance expected to be approximately $380,000,000 as of June 27, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-2, Inc. a Delaware corporation (the "Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of June 1, 2002 (the "Unaffiliated Seller's Agreement"), among the Depositor, the Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the "Originators" and, together with the Seller, the "ABFS Entities").
{PAGE}
The Mortgage Loans and other property to be sold by the Seller to the Depositor will be purchased by the Seller from the Originators pursuant to the Unaffiliated Seller's Agreement.
The Certificates are to be issued pursuant to the Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of June 21, 2002 relating to the Offered Certificates (together with the Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended.
The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule I thereto (the "Underwriters") relating to the sale of the Offered Certificates.
The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents."
Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Underwriting Agreement.
2. Representations and Warranties of the ABFS Entities. Each of the ABFS Entities represents and warrants to, and agrees with, each of the Depositor and the Underwriters that:
(a) The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and each of the Originators has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its incorporation. Each of the ABFS Entities (i) has corporate power and authority to own, lease and operate its respective properties and conduct its respective businesses as described or incorporated in the Prospectus and to enter into and perform its obligations under each of the Basic Documents to which it is a party; and (ii) is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to qualify is reasonably likely to have a material adverse effect on its respective business, properties, assets, or condition (financial or other) or on its ability to perform its obligations under any of the Basic Documents to which it is a party;
(b) None of the ABFS Entities is in violation of its respective certificate of incorporation, certificate of formation, articles of association, by-laws, operating agreements or other constituent agreements, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which any of the ABFS Entities is a party or by which each or any of the ABFS Entities' properties may be bound, which default is reasonably likely to result in any material adverse change in the financial condition, earnings, affairs or business of any of the ABFS Entities or which is reasonably likely to materially and adversely affect the properties or assets of any of the ABFS Entities or the ability of any of the ABFS Entities to perform its obligations under any of the Basic Documents to which it is a party;
-2-
{PAGE}
(c) The execution and delivery by the ABFS Entities on the date hereof of this Agreement and by each ABFS Entity on the Closing Date of the Basic Documents to which it is a party, and the performance of each of their respective obligations hereunder or thereunder, will be within the corporate power of each of the ABFS Entities and duly authorized by all necessary corporate action on the part of each of the ABFS Entities on and as of the date hereof with respect to this Agreement or on and as of the Closing Date with
392733
|
CSFB Mortgage
As referenced in this Indemnification Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-10
{SEQUENCE}5
{FILENAME}ex10-81.txt
{DESCRIPTION}EXHIBIT 10.81
{TEXT}
{PAGE}
Exhibit 10.81
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$380,000,000
ABFS MORTGAGE LOAN TRUST 2002-2
Mortgage Pass-Through Certificates
Series 2002-2
INDEMNIFICATION AGREEMENT
June 21, 2002
Credit Suisse First Boston Mortgage Securities Corp.
_____________
Credit Suisse First Boston Mortgage Securities Corp. – 81
Credit Suisse First Boston Mortgage Securities Corp.
(Depositor)
$380,000,000
ABFS MORTGAGE LOAN TRUST 2002-2
Mortgage Pass-Through Certificates
Series 2002-2
INDEMNIFICATION AGREEMENT
June 21, 2002
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Shannon Smith
Credit Suisse First Boston Corporation,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, _____________
Credit Suisse First Boston Mortgage
Securities Corp. – First Boston Corporation,
for itself and as Representative for the Underwriters
Eleven Madison Avenue, 4th Floor
New York, New York 10010
Attention: Transactions Advisory Group
Ladies and Gentlemen:
1. Introductory. Credit Suisse First Boston Mortgage
Securities Corp. , a corporation organized and existing under the laws of the
State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as
defined below) eleven (11) classes of Mortgage _____________
Credit Suisse First Boston Mortgage Securities Corp. – statements, requests, notices and
agreements hereunder shall be in writing, and (i) if to the Depositor, shall be
delivered or sent by mail, telex or facsimile transmission and confirmed to
Credit Suisse First Boston Mortgage Securities Corp. at Eleven Madison Avenue,
New York, New York 10010; Attention: Shannon Smith (facsimile number
212-325-5189); (ii) if to Credit Suisse First Boston Corporation, shall be
delivered or _____________
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – MORTGAGE
By: ------------------------------
Name:
Title:
AMERICAN BUSINESS MORTGAGE
SERVICES, INC.
By: -------------------------------
Name:
Title:
-13-
{PAGE}
The foregoing Indemnification Agreement is
hereby confirmed and accepted as of
the date first above written.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. , as
Depositor
By: ____________________________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON CORPORATION, acting on behalf
of itself and as the Representative of the several
Underwriters
By: ____________________________________________________
Name:
Title:
-14-
{/ _____________
dt 1010659
;
ABFS
As referenced in this Indemnification Agreement:
American Business
Financial Services, Inc – Each of the ABFS Entities represents and warrants that it
has made available to the Underwriters copies of consolidated financial
statements for the fiscal year ended June 30, 2001 of American Business
Financial Services, Inc . ("ABFS"). Except as set forth in or contemplated in the
Prospectus or in any publicly available records filed with the Securities and
Exchange Commission (the "Commission") or as described _____________
American Business Financial Services, Inc – in paragraph
(ii) above; and (iv) if to American Business Credit, Inc. or any of the ABFS
Entities shall be delivered or sent by mail, telex or facsimile transmission to
American Business Financial Services, Inc ., Bala Pointe Office Centre, 111
Presidential Blvd., Bala Cynwyd, PA 19004; Attention: Jeffrey Ruben (facsimile
number (610) 668-4164). Any such statements, requests, notices or agreements
shall take effect _____________
dt 1338301
;
JPMorgan Chase
As referenced in this Indemnification Agreement:
JPMorgan Chase Bank, – Depositor pursuant to a Pooling
and Servicing Agreement, dated as of June 1, 2002 (the "Pooling and Servicing
Agreement"), among the Depositor, American Business Credit, Inc., as servicer
("ABC") and JPMorgan Chase Bank, as trustee (the "Trustee"), with an aggregate
principal balance expected to be approximately $380,000,000 as of June 27, 2002
(the "Closing Date"). The Mortgage Loans and other _____________
dt 1017928
;
|
Cleary Gottlieb
As referenced in this Indemnification Agreement:
Cleary, Gottlieb – DISTRIBUTION".
-9-
{PAGE}
The terms "Collateral Term Sheet" and "Structural Term Sheets"
shall have the respective meanings assigned to them in the February 13, 1995
letter (the "PSA Letter") of Cleary, Gottlieb , Steen & Hamilton on behalf of the
Public Securities Association (which letter, and the SEC staff's response
thereto, were publicly available February 17, 1995). The term "Collateral Term
Sheet" _____________
dt 1007335
;
Shannon Smith
|
Preview
Full Doc
 | 2003 |
Lease Agreement
Lease Agreement (275K)
Doc #1043990: Click preview link for longer preview.
<TEXT>
LEASE AGREEMENT
BETWEEN
HCRI RIDGELAND POINTE PROPERTIES, LLC
AND
RIDGELAND ASSISTED LIVING, LLC
SEPTEMBER 29, 2003
<PAGE>
SECTION PAGE
------- ----
TABLE OF CONTENTS
----------------- . . .
1043990
|
CSFB Mortgage
As referenced in this Lease Agreement:
Credit Suisse First Boston
Mortgage Securities Corp. – requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective Date the letter of credit
required by Lender in the amount of 5% _____________
dt 1362572
;
Health Care REIT
As referenced in this Lease Agreement:
Health Care REIT, – limited to, any
substance within the meaning of "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", "regulated substance", "solid waste" or
"pollutant" as defined in any Environmental Law.
"HCN" means Health Care REIT, Inc., a Delaware corporation.
"HIPDB" means the Healthcare Integrity and Protection Data Bank maintained by
the Department of Health and Human Services.
"Impositions" has the meaning set forth in _____________
Health Care REIT, – to be executed by their respective duly authorized officers as
of the date first set forth above.
Signed and acknowledged in the presence of:
HCRI RIDGELAND POINTE PROPERTIES, LLC
By: Health Care REIT, Inc.
Signature Rita J. Rogge Its: Sole Member
Print Name Rita J. Rogge
By: Erin C. Ibele
Signature Kathleen A. Sullivan
Print Name Kathleen A. Sullivan Title: Vice President _____________
Health Care REIT, – I.D. No.:91-1941412
STATE OF OHIO )
) SS:
COUNTY OF LUCAS )
The foregoing instrument was acknowledged before me this ___ day of
September, 2003 by _________________________, the _________________________ of
Health Care REIT, Inc., a Delaware corporation, the sole member of HCRI
Ridgeland Pointe Properties, LLC, a Delaware limited liability company, on
behalf of the company.
Notary Public
My Commission Expires: [SEAL]
_____________
HEALTH CARE REIT, – PREPARED BY:
OKSANA M. LUDD, ESQ.
SHUMAKER, LOOP & KENDRICK, LLP
1000 JACKSON STREET
TOLEDO, OHIO 43624-1573
<PAGE>
SCHEDULE 1: INITIAL RENT SCHEDULE
EMERITUS CORPORATION - RIDGELAND, MS
----------------------------------------
HEALTH CARE REIT, INC.
EFFECTIVE DATE 09/29/03
INITIAL TERM DATE 10/01/03
INITIAL TERM 15 Yrs
INITIAL TERM EXPIRATION DATE 09/30/18
INITIAL INVESTMENT AMOUNT 8,200,000
_____________
Health Care REIT, – PERMITS
The letter dated May 16, 2003 from Jonathon Smith, City Planner, City of
Ridgeland, Community Development Department, 304 Highway 51, P.O. Box 217,
Ridgeland, Mississippi 39158 addressed to Health Care REIT, Inc.; HCRI
Massachusetts Properties Trust II; and HCRI Mississippi Properties, Inc., One
SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475 regarding Zoning
Certificate for Ridgeland Pointe, _____________
dt 1550094
;
|
Chase Manhattan
As referenced in this Lease Agreement:
Chase Manhattan Bank) – v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank) ,
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective _____________
dt 1426328
;
JPMorgan Chase
As referenced in this Lease Agreement:
JPMorgan Chase Bank – Medicare and Medicaid certification requirements (if
applicable); [v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter _____________
dt 1406109
|
Preview
Full Doc
 | 2003 |
Lease Agreement
Lease Agreement (277K)
Doc #1043994: Click preview link for longer preview.
<TEXT>
LEASE AGREEMENT
BETWEEN
HCRI DRUM HILL PROPERTIES, LLC
AND
EMERITUS PROPERTIES IX, LLC
SEPTEMBER 29, 2003
<PAGE>
SECTION PAGE
------- ----
TABLE OF CONTENTS
-----------------
SECTION . . .
1043994
|
CSFB Mortgage
As referenced in this Lease Agreement:
Credit Suisse First Boston
Mortgage Securities Corp. – requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective Date the letter of credit
required by Lender in the amount of 5% _____________
dt 1362573
;
Health Care REIT
As referenced in this Lease Agreement:
Health Care REIT, – limited to, any
substance within the meaning of "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", "regulated substance", "solid waste" or
"pollutant" as defined in any Environmental Law.
"HCN" means Health Care REIT, Inc., a Delaware corporation.
"HIPDB" means the Healthcare Integrity and Protection Data Bank maintained by
the Department of Health and Human Services.
"Impositions" has the meaning set forth in _____________
Health Care REIT, – to be executed by their respective duly authorized officers as
of the date first set forth above.
Signed and acknowledged in the presence of:
HCRI DRUM HILL PROPERTIES, LLC
By: Health Care REIT, Inc.
Signature Rita J. Rogge Its: Sole Member
Print Name Rita J. Rogge
By: Erin C. Ibele
Signature Kathleen A. Sullivan
Print Name Kathleen A. Sullivan Title: V.P. & _____________
Health Care REIT, – I.D. No.: 91-1934975
STATE OF OHIO )
) SS:
COUNTY OF LUCAS )
The foregoing instrument was acknowledged before me this ___ day of
September, 2003 by _________________________, the _________________________ of
Health Care REIT, Inc., a Delaware corporation, the sole member of HCRI Drum
Hill Properties, LLC, a Delaware limited liability company, on behalf of the
company.
Notary Public
My Commission Expires: [SEAL]
_____________
HEALTH CARE REIT, – PREPARED BY:
OKSANA M. LUDD, ESQ.
SHUMAKER, LOOP & KENDRICK, LLP
1000 JACKSON STREET
TOLEDO, OHIO 43624-1573
<PAGE>
SCHEDULE 1: INITIAL RENT SCHEDULE
EMERITUS CORPORATION - CHELMSFORD, MA
-----------------------------------------
HEALTH CARE REIT, INC.
EFFECTIVE DATE 09/29/03
INITIAL TERM DATE 10/01/03
INITIAL TERM 15 Yrs
INITIAL TERM EXPIRATION DATE 09/30/18
INITIAL INVESTMENT AMOUNT 12,000,000
_____________
Health Care REIT, – TO BE OBTAINED; ZONING PERMITS
The letter dated April 18, 2003 from Anthony Zagzoug, Inspector of Buildings,
Town of Chelmsford, Building Department, 50 Billerica Road, Chelmsford,
Massachusetts 01824 addressed to Health Care REIT, Inc.; HCRI Massachusetts
Properties Trust II; and HCRI Mississippi Properties, Inc., One SeaGate, Suite
1500, P.O. Box 1475, Toledo, Ohio 43603-1475 regarding 4 Technology Drive, N.
Chelmsford, _____________
dt 1550095
;
Wang Labs
As referenced in this Lease Agreement:
Wang Laboratories, Inc. – corner of the herein described
parcel:
Thence N 39 41' 46" W Four Hundred Seventy Seven and 72/100 feet (477.72')
bounded Northeasterly by land now or formerly of Wang Laboratories, Inc. to a
point;
Thence N 55 52' 37" E Seventy Four and 69/100 (74.69') bounded Northwesterly by
land now or formerly of Joseph and Bertha E. Sadowski _____________
Wang Laboratories, Inc. – Bertha E. Sadowski to a point;
Thence N 55 53' 48" E Three Hundred Fifty Six and 34/100 feet (356.34') bounded
Northwesterly by land now or formerly of Wang Laboratories, Inc. to a point;
Thence S 34 06' 12" E Forty and 20/100 (40.20') bounded Northeasterly by land
now or formerly of Wang Laboratories, Inc. a Forty Food _____________
Wang Laboratories, Inc. – now or formerly of Wang Laboratories, Inc. to a point;
Thence S 34 06' 12" E Forty and 20/100 (40.20') bounded Northeasterly by land
now or formerly of Wang Laboratories, Inc. a Forty Food Wide Utility Easement to
a Point;
Thence N 89 02' 55" E Five Hundred Sixty One and 61/100 feet (561.61') bounded
Northwesterly by land _____________
Wang Laboratories, Inc. – Wide Utility Easement to
a Point;
Thence N 89 02' 55" E Five Hundred Sixty One and 61/100 feet (561.61') bounded
Northwesterly by land now or formerly of Wang Laboratories, Inc. and Forty Foot
Wide Utility Easement to a Point;
Thence S 13 00' 17" E One Hundred Sixty and 40/100 feet (160.04') bounded
Easterly by land now _____________
Wang Laboratories, Inc. – Foot
Wide Utility Easement to a Point;
Thence S 13 00' 17" E One Hundred Sixty and 40/100 feet (160.04') bounded
Easterly by land now or formerly of Wang Laboratories, Inc. and a Thirty Foot
Wide Utility Easement to a Point;
Thence S 52 47' 37" W One Hundred Thirty Six and 01/100 feet (136.01') bounded
Southeasterly by _____________
dt 1316030
;
|
Chase Manhattan
As referenced in this Lease Agreement:
Chase Manhattan Bank) – v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank) ,
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective _____________
Chase Manhattan Bank, – as affected by an Assignment to Credit Suisse First Boston
Mortgage Capital, LLC, dated September 22, 1999, recorded with said Deeds, Book
10437, page 21, as further assigned to The Chase Manhattan Bank, as Trustee,
dated April 6, 2001, recorded with said Deeds, Book 12049, page 238.
2. Assignment of Leases and Rents from Emeritus Properties IX LLC, to
Amresco Capital, L. _____________
Chase Manhattan Bank, – as affected by an Assignment to Credit Suisse First Boston
Mortgage Capital, LLC, dated September 22, 1999, recorded with said Deeds, Book
10437, page 21, as further assigned to The Chase Manhattan Bank, as Trustee,
dated April 6, 2001, recorded with said Deeds, Book 12049, page 232.
3. UCC Financing Statement from Emeritus Properties IX LLC to Amresco
Capital, L.P., recorded _____________
Chase Manhattan Bank, – Capital, L.P., recorded with said Deeds, Book 10437, page 13, as assigned to
Credit Suisse First Boston Capital, LLC, recorded therewith, as further affected
by and Assignment to The Chase Manhattan Bank, as Trustee, recorded with said
Deeds, Book 11698, page 290.
4. Plan entitled "ALTA/ACSM Land Title Plan 4 Technology Drive, Chelmsford,
MA Prepared for: The Nathanson Group, PLLC, _____________
dt 1426329
;
JPMorgan Chase
As referenced in this Lease Agreement:
JPMorgan Chase Bank – Medicare and Medicaid certification requirements (if
applicable); [v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter _____________
dt 1406110
|
Preview
Full Doc
 | 2003 |
Lease Agreement
Lease Agreement (266K)
Doc #1043995: Click preview link for longer preview.
<TEXT>
LEASE AGREEMENT
BETWEEN
HCRI FAIRMONT PROPERTIES, LLC
AND
EMERITUS PROPERTIES XII, LLC
SEPTEMBER 29, 2003
<PAGE>
SECTION PAGE
------- ----
TABLE OF CONTENTS
-----------------
SECTION . . .
1043995
|
CSFB Mortgage
As referenced in this Lease Agreement:
Credit Suisse First Boston
Mortgage Securities Corp. – requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective Date the letter of credit
required by Lender in the amount of 5% _____________
Credit Suisse First Boston
Mortgage Securities Corp. – No. 200106050052220, all right, title and interest in and to
the aforementioned Instrument was assigned to The Chase Manhattan Bank, as
Trustee, for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
17. Assignment of Leases and Rents recorded in Deed Book 2803 at page 2048,
among the aforesaid land records.
Note: By _____________
Credit Suisse First Boston
Mortgage Securities Corp. – No. 200106050052221, all right, title and interest in and to
the aforementioned Instrument was assigned to The Chase Manhattan Bank, as
Trustee, for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
18. Reservation of a 15' buffer as set forth in instrument recorded in Deed
Book 2282 at page 437, among the _____________
dt 1362574
;
Health Care REIT
As referenced in this Lease Agreement:
Health Care REIT, – limited to, any
substance within the meaning of "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", "regulated substance", "solid waste" or
"pollutant" as defined in any Environmental Law.
"HCN" means Health Care REIT, Inc., a Delaware corporation.
"HIPDB" means the Healthcare Integrity and Protection Data Bank maintained by
the Department of Health and Human Services.
"Impositions" has the meaning set forth in _____________
Health Care REIT, – same to be executed by their respective duly authorized officers as
of the date first set forth above.
Signed and acknowledged in the presence of:
HCRI FAIRMONT PROPERTIES, LLC
By: Health Care REIT, Inc.
Signature Rita J. Rogge Its: Sole Member
Print Name Rita J. Rogge
By: Erin C. Ibele
Signature Kathleen A. Sullivan
Print Name Kathleen A. Sullivan Title: V.P. & _____________
Health Care REIT, – I.D. No.: 91-1994665
STATE OF OHIO )
) SS:
COUNTY OF LUCAS )
The foregoing instrument was acknowledged before me this ___ day of
September, 2003 by _________________________, the _________________________ of
Health Care REIT, Inc., a Delaware corporation, the sole member of HCRI Fairmont
Properties, LLC, a Delaware limited liability company, on behalf of the company.
Notary Public
My Commission Expires: [SEAL]
STATE _____________
HEALTH CARE REIT, – PREPARED BY:
OKSANA M. LUDD, ESQ.
SHUMAKER, LOOP & KENDRICK, LLP
1000 JACKSON STREET
TOLEDO, OHIO 43624-1573
<PAGE>
SCHEDULE 1: INITIAL RENT SCHEDULE
EMERITUS CORPORATION - MANASSAS, VA
---------------------------------------
HEALTH CARE REIT, INC.
EFFECTIVE DATE 09/29/03
INITIAL TERM DATE 10/01/03
INITIAL TERM 15 Yrs
INITIAL TERM EXPIRATION DATE 09/30/18
INITIAL INVESTMENT AMOUNT 8,200,000
_____________
Health Care REIT, – ZONING PERMITS
The letter dated May 6, 2003 from Sherman Patrick, Jr., AICP, Zoning
Administrator, County of Prince William, 1 County Complex Court, Prince William,
Virginia 22192-9201 addressed to Health Care REIT, Inc.; HCRI Massachusetts
Properties Trust II; and HCRI Mississippi Properties, Inc., One SeaGate, Suite
1500, P.O. Box 1475, Toledo, Ohio 43603-1475 regarding Verification of Zoning,
assisted living _____________
dt 1550096
;
|
Chase Manhattan
As referenced in this Lease Agreement:
Chase Manhattan Bank) – v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank) ,
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective _____________
Chase Manhattan Bank, – as of April 6, 2001 and recorded on June 5,
2001 as Instrument No. 200106050052220, all right, title and interest in and to
the aforementioned Instrument was assigned to The Chase Manhattan Bank, as
Trustee, for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
17. Assignment of Leases _____________
Chase Manhattan Bank, – as of April 6, 2001 and recorded on June 5,
2001 as Instrument No. 200106050052221, all right, title and interest in and to
the aforementioned Instrument was assigned to The Chase Manhattan Bank, as
Trustee, for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
18. Reservation of a _____________
dt 1426330
;
JPMorgan Chase
As referenced in this Lease Agreement:
JPMorgan Chase Bank – Medicare and Medicaid certification requirements (if
applicable); [v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter _____________
dt 1406111
|
Preview
Full Doc
 | 2003 |
Lease Agreement
Lease Agreement (269K)
Doc #1043996: Click preview link for longer preview.
<TEXT>
LEASE AGREEMENT
BETWEEN
HCRI KIRKLAND PROPERTIES, LLC
AND
EMERITUS PROPERTIES X, LLC
SEPTEMBER 29, 2003
<PAGE>
SECTION PAGE
------- ----
TABLE OF CONTENTS
-----------------
SECTION . . .
1043996
|
CSFB Mortgage
As referenced in this Lease Agreement:
Credit Suisse First Boston
Mortgage Securities Corp. – requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective Date the letter of credit
required by Lender in the amount of 5% _____________
dt 1362575
;
Health Care REIT
As referenced in this Lease Agreement:
Health Care REIT, – limited to, any
substance within the meaning of "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", "regulated substance", "solid waste" or
"pollutant" as defined in any Environmental Law.
"HCN" means Health Care REIT, Inc., a Delaware corporation.
"HIPDB" means the Healthcare Integrity and Protection Data Bank maintained by
the Department of Health and Human Services.
"Impositions" has the meaning set forth in _____________
Health Care REIT, – same to be executed by their respective duly authorized officers as
of the date first set forth above.
Signed and acknowledged in the presence of:
HCRI KIRKLAND PROPERTIES, LLC
By: Health Care REIT, Inc.
Signature Rita J. Rogge Its: Sole Member
Print Name Rita J. Rogge
By: Erin C. Ibele
Signature Kathleen A. Sullivan
Print Name Kathleen A. Sullivan Title: V.P. & _____________
Health Care REIT, – I.D. No.: 91-1935103
STATE OF OHIO )
) SS:
COUNTY OF LUCAS )
The foregoing instrument was acknowledged before me this ___ day of
September, 2003 by _________________________, the _________________________ of
Health Care REIT, Inc., a Delaware corporation, the sole member of HCRI Kirkland
Properties, LLC, a Delaware limited liability company, on behalf of the company.
Notary Public
My Commission Expires: [SEAL]
STATE _____________
HEALTH CARE REIT, – PREPARED BY:
OKSANA M. LUDD, ESQ.
SHUMAKER, LOOP & KENDRICK, LLP
1000 JACKSON STREET
TOLEDO, OHIO 43624-1573
<PAGE>
SCHEDULE 1: INITIAL RENT SCHEDULE
EMERITUS CORPORATION - KIRKLAND, WA
---------------------------------------
HEALTH CARE REIT, INC.
EFFECTIVE DATE 09/29/03
INITIAL TERM DATE 10/01/03
INITIAL TERM 15 Yrs
INITIAL TERM EXPIRATION DATE 09/30/18
INITIAL INVESTMENT AMOUNT 6,200,000
_____________
Health Care
REIT, – The letter dated April 22, 2003 from Naomi Mason, Planning Information
Specialist, City of Kirkland, Department of Planning and Community Development,
123 Fifth Avenue, Kirkland, Washington 98033-6189 addressed to Health Care
REIT, Inc.; HCRI Massachusetts Properties Trust II; HCRI Kentucky Properties,
LLC; and HCRI Mississippi Properties, Inc., One SeaGate, Suite 1500, P.O. Box
1475, Toledo, Ohio 43603-1475 regarding Zoning _____________
dt 1550097
;
|
Chase Manhattan
As referenced in this Lease Agreement:
Chase Manhattan Bank) – v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank) ,
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective _____________
Chase Manhattan Bank, – Loan No.: 400029617
Original Amount: $5,690,000.00
Dated: September 29, 1999
Recorded: September 29, 1999
Recording No.: 19990929001890
SUCCESSIVE ASSIGNMENTS OF THE DEED OF TRUST:
Last Assignee: The Chase Manhattan Bank, as Trustee, for the benefit of the
holders of The Credit Suisse First Boston Mortgage Securities Corporation
commercial mortgage pass-through certificates, Series 2000-PS4
Recorded: May 15, 2001
_____________
Chase Manhattan Bank, – assignment given as additional security for the Deed of Trust recorded
under Recording No. 19990929001890, shown at paragraph preceding herein.
Lessor's interest is now held of record by The Chase Manhattan Bank, as Trustee,
for the benefit of the holders of The Credit Suisse First Boston Mortgage
Securities Corporation commercial mortgage pass-through certificates, Series
2000-PS4.
<PAGE>
EXHIBIT _____________
dt 1426331
;
JPMorgan Chase
As referenced in this Lease Agreement:
JPMorgan Chase Bank – Medicare and Medicaid certification requirements (if
applicable); [v] the ADA; [vi] any Environmental Laws; and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter _____________
dt 1406112
|
Preview
Full Doc
 | 2006 |
Loan Assumption and Modification Agreement
Loan Assumption and Modification Agreement (59K)
Doc #2610052: Click preview link for longer preview.
Upon recordation, return to:
Christopher J. Hart, Esq.
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Parcel No. APN 232-091-05
(Space above for Recorder?s Use)
EXECUTION COUNTERPART
Hilton Suites - Anaheim
Anaheim, California
WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C5
Loan Assumption
and
Modification Agreement
Date: . . .
2610052
|
CSFB Mortgage
As referenced in this Loan Assumption and Modification Agreement:
Credit Suisse First
Boston Mortgage Securities Corp. – Parcel No. APN 232-091-05
(Space above for Recorders Use)
EXECUTION COUNTERPART
Hilton Suites - Anaheim
Anaheim, California
WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series
2005-C5
Loan Assumption
and
Modification Agreement
Date: October 4, 2006
Location of Property: 400 North State College Blvd.
Anaheim, California 92868
LOAN _____________
Credit Suisse First Boston Mortgage Securities Corp. – c/o RLJ Capital Partners LLC, 3 Bethesda Metro Center, Suite 1000, Bethesda, Maryland 20814, in favor of WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5, having an address at c/o Capmark Finance Inc., 200 Witmer Road, Horsham, Pennsylvania 19044 (Lender).
Recitals
All capitalized terms not _____________
Credit Suisse First Boston Mortgage Securities Corp. – is the current holder of all of Original Lenders interest in the Loan and Loan Documents.
C. The above-referenced Loan is a part of a mortgage pool known as Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5, for which, Wells Fargo Bank, N.A., is Trustee and Capmark Finance Inc., f/k/a GMAC Commercial Mortgage Corporation (Capmark) _____________
Credit Suisse First Boston Mortgage Securities Corp. – of the Stars
Suite 1800
Los Angeles, California 90067
Attn: Karen L. Lawlor, Esq.
8
If to Lender:
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 Witmer Road
Horsham Pennsylvania 19044
Attn: Client Relations Manager Loan No. 01-1049660
And with _____________
Credit Suisse First Boston Mortgage Securities Corp. – Grantors Federal Tax ID No. is 20-5425668.
(iii) The name and address of the Secured Party is:
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 Witmer Road
Horsham Pennsylvania 19044
Attn: Client Relations Manager Loan No. 01-1049660.
7. Interest _____________
dt 1647450
;
|
Wells Fargo Bank
As referenced in this Loan Assumption and Modification Agreement:
WELLS FARGO BANK, N – Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Parcel No. APN 232-091-05
(Space above for Recorders Use)
EXECUTION COUNTERPART
Hilton Suites - Anaheim
Anaheim, California
WELLS FARGO BANK, N .A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C5
Loan Assumption
and
Modification Agreement
Date: _____________
WELLS FARGO BANK, N – P., a Delaware limited partnership (Original Lessee), each having an address at c/o RLJ Capital Partners LLC, 3 Bethesda Metro Center, Suite 1000, Bethesda, Maryland 20814, in favor of WELLS FARGO BANK, N .A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, having an address at c/o _____________
Wells Fargo Bank, N – The above-referenced Loan is a part of a mortgage pool known as Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, for which, Wells Fargo Bank, N .A., is Trustee and Capmark Finance Inc., f/k/a GMAC Commercial Mortgage Corporation (Capmark) serves as Master Servicer.
D. As of the date hereof, and immediately prior to _____________
Wells Fargo Bank, N – simultaneously to:
Allen Matkins Leck Gamble Mallory & Natsis LLP
1901 Avenue of the Stars
Suite 1800
Los Angeles, California 90067
Attn: Karen L. Lawlor, Esq.
8
If to Lender:
Wells Fargo Bank, N .A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 _____________
Wells Fargo Bank, N – A. Murphy
(ii) Borrowers Federal Tax ID No. is 20-5410302. Accommodation Grantors Federal Tax ID No. is 20-5425668.
(iii) The name and address of the Secured Party is:
Wells Fargo Bank, N .A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 _____________
dt 1669765
;
Katten Muchin
As referenced in this Loan Assumption and Modification Agreement:
Katten Muchin – Loan Assumption and Modification Agreement
EX-10.9 10 dex109.htm LOAN ASSUMPTION AND MODIFICATION AGREEMENT
Exhibit 10.9
Upon recordation, return to:
Christopher J. Hart, Esq.
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Parcel No. APN 232-091-05
(Space above for Recorders Use)
EXECUTION COUNTERPART
_____________
Katten Muchin – c/o Capmark Finance Inc.
200 Witmer Road
Horsham Pennsylvania 19044
Attn: Client Relations Manager Loan No. 01-1049660
And with a copy by the same means sent simultaneously to:
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Attn: Christopher J. Hart, Esq.
or to any other person or address in _____________
dt 1662495
|
Preview
Full Doc
 | 2006 |
Loan Assumption and Modification Agreement
Loan Assumption and Modification Agreement (59K)
Doc #2616402: Click preview link for longer preview.
Upon recordation, return to:
Christopher J. Hart, Esq.
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Parcel No. APN 232-091-05
(Space above for Recorder?s Use)
EXECUTION COUNTERPART
Hilton Suites - Anaheim
Anaheim, California
WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C5
Loan Assumption
and
Modification Agreement
Date: . . .
2616402
|
CSFB Mortgage
As referenced in this Loan Assumption and Modification Agreement:
Credit Suisse First
Boston Mortgage Securities Corp. – Parcel No. APN 232-091-05
(Space above for Recorders Use)
EXECUTION COUNTERPART
Hilton Suites - Anaheim
Anaheim, California
WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series
2005-C5
Loan Assumption
and
Modification Agreement
Date: October 4, 2006
Location of Property: 400 North State College Blvd.
Anaheim, California 92868
LOAN _____________
Credit Suisse First Boston Mortgage Securities Corp. – c/o RLJ Capital Partners LLC, 3 Bethesda Metro Center, Suite 1000, Bethesda, Maryland 20814, in favor of WELLS FARGO BANK, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5, having an address at c/o Capmark Finance Inc., 200 Witmer Road, Horsham, Pennsylvania 19044 (Lender).
Recitals
All capitalized terms not _____________
Credit Suisse First Boston Mortgage Securities Corp. – is the current holder of all of Original Lenders interest in the Loan and Loan Documents.
C. The above-referenced Loan is a part of a mortgage pool known as Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5, for which, Wells Fargo Bank, N.A., is Trustee and Capmark Finance Inc., f/k/a GMAC Commercial Mortgage Corporation (Capmark) _____________
Credit Suisse First Boston Mortgage Securities Corp. – of the Stars
Suite 1800
Los Angeles, California 90067
Attn: Karen L. Lawlor, Esq.
8
If to Lender:
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 Witmer Road
Horsham Pennsylvania 19044
Attn: Client Relations Manager Loan No. 01-1049660
And with _____________
Credit Suisse First Boston Mortgage Securities Corp. – Grantors Federal Tax ID No. is 20-5425668.
(iii) The name and address of the Secured Party is:
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp. , Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 Witmer Road
Horsham Pennsylvania 19044
Attn: Client Relations Manager Loan No. 01-1049660.
7. Interest _____________
dt 1647451
;
|
Wells Fargo Bank
As referenced in this Loan Assumption and Modification Agreement:
WELLS FARGO BANK, N – Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Parcel No. APN 232-091-05
(Space above for Recorders Use)
EXECUTION COUNTERPART
Hilton Suites - Anaheim
Anaheim, California
WELLS FARGO BANK, N .A., as Trustee for the Registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2005-C5
Loan Assumption
and
Modification Agreement
Date: _____________
WELLS FARGO BANK, N – P., a Delaware limited partnership (Original Lessee), each having an address at c/o RLJ Capital Partners LLC, 3 Bethesda Metro Center, Suite 1000, Bethesda, Maryland 20814, in favor of WELLS FARGO BANK, N .A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, having an address at c/o _____________
Wells Fargo Bank, N – The above-referenced Loan is a part of a mortgage pool known as Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5, for which, Wells Fargo Bank, N .A., is Trustee and Capmark Finance Inc., f/k/a GMAC Commercial Mortgage Corporation (Capmark) serves as Master Servicer.
D. As of the date hereof, and immediately prior to _____________
Wells Fargo Bank, N – simultaneously to:
Allen Matkins Leck Gamble Mallory & Natsis LLP
1901 Avenue of the Stars
Suite 1800
Los Angeles, California 90067
Attn: Karen L. Lawlor, Esq.
8
If to Lender:
Wells Fargo Bank, N .A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 _____________
Wells Fargo Bank, N – A. Murphy
(ii) Borrowers Federal Tax ID No. is 20-5410302. Accommodation Grantors Federal Tax ID No. is 20-5425668.
(iii) The name and address of the Secured Party is:
Wells Fargo Bank, N .A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-C5
c/o Capmark Finance Inc.
200 _____________
dt 1669786
;
Katten Muchin
As referenced in this Loan Assumption and Modification Agreement:
Katten Muchin – Loan Assumption and Modification Agreement
EX-10.9 10 dex109.htm LOAN ASSUMPTION AND MODIFICATION AGREEMENT
Exhibit 10.9
Upon recordation, return to:
Christopher J. Hart, Esq.
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Parcel No. APN 232-091-05
(Space above for Recorders Use)
EXECUTION COUNTERPART
_____________
Katten Muchin – c/o Capmark Finance Inc.
200 Witmer Road
Horsham Pennsylvania 19044
Attn: Client Relations Manager Loan No. 01-1049660
And with a copy by the same means sent simultaneously to:
Katten Muchin Rosenman LLP
1025 Thomas Jefferson Street, N.W.
Suite 700, East Lobby
Washington, DC 20007-5201
Attn: Christopher J. Hart, Esq.
or to any other person or address in _____________
dt 1662498
|
Preview
Full Doc
 | 2004 |
Management Agreement
Management Agreement (166K)
Doc #1459309: Click preview link for longer preview.
MANAGEMENT AGREEMENT
BETWEEN
RADISSON HOTEL CORPORATION
and
AP/APMC STOCKTON, L.P.
FOR THE
RADISSON HOTEL STOCKTON
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
1
ARTICLE 2 TERM
11
2.1
Operating Term
11
2.2
Renewal of Operating Term
11
ARTICLE 3 CONSTRUCTION
12
3.1
Opening the Hotel
12
3.2
Cost
. . .
1459309
|
CSFB Mortgage
As referenced in this Management Agreement:
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – BANK MINNESOTA, NATIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AMONG OTHERS
By:
LENNAR PARTNERS, INC., as attorney-in-fact
By:
Name:
Ronald E. Schrager
Title:
Vice President
2 _____________
dt 1362585
;
Lennar Partners
As referenced in this Management Agreement:
LENNAR PARTNERS, – CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AMONG OTHERS
By:
LENNAR PARTNERS, INC., as attorney-in-fact
By:
Name:
Ronald E. Schrager
Title:
Vice President
2 _____________
dt 1339841
;
|
Wells Fargo Bank
As referenced in this Management Agreement:
WELLS FARGO BANK MINNESOTA, NA – APH STOCKTON, L.P.
(Owner)
By:
AP/APMC-GP, Inc.,
Its General Partner
By:
Name:
Alfred C. Trivilino
Title:
President
RADISSON HOTEL CORPORATION
(Manager)
By:
Name:
Title:
APPROVED BY:
LENDER:
WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE _____________
dt 1527274
;
Locke Liddell
As referenced in this Management Agreement:
Locke Liddell – be addressed as follows:
To Manager:
Radisson Hotel Corporation
c/o Legal Department
Mail Stop 8249
1405 Xenium Lane
Plymouth, MN 55441
Facsimile: (763) 212-8543
With a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
Attn: Janis H. Loegering
Facsimile: (214) 740-8800
45
To Owner:
AP/APMC Stockton, L.P.
c/o _____________
dt 1526411
|
Preview
Full Doc
 | 2004 |
Management Agreement
Management Agreement (165K)
Doc #1459312: Click preview link for longer preview.
MANAGEMENT AGREEMENT
BETWEEN
RADISSON HOTEL CORPORATION
and
AP/APH BRANSON, L.P.
FOR THE
RADISSON HOTEL BRANSON
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
1
ARTICLE 2 TERM
11
2.1
Operating Term
11
2.2
Renewal of Operating Term
11
ARTICLE 3 CONSTRUCTION
11
3.1
Opening the Hotel
11
3.2
Cost
. . .
1459312
|
CSFB Mortgage
As referenced in this Management Agreement:
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – BANK MINNESOTA, NATIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AMONG OTHERS
By:
LENNAR PARTNERS, INC., as attorney-in-fact
By:
Name:
Ronald E. Schrager
Title:
Vice President
2 _____________
dt 1362586
;
Lennar Partners
As referenced in this Management Agreement:
LENNAR PARTNERS, – CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AMONG OTHERS
By:
LENNAR PARTNERS, INC., as attorney-in-fact
By:
Name:
Ronald E. Schrager
Title:
Vice President
2 _____________
dt 1339842
;
|
Wells Fargo Bank
As referenced in this Management Agreement:
WELLS FARGO BANK MINNESOTA, NA – APH BRANSON, L.P.
("Owner")
By:
AP/APMC-GP, Inc.,
Its General Partner
By:
Name:
Alfred C. Trivilino
Title:
President
RADISSON HOTEL CORPORATION
(Manager)
By:
Name:
Title:
APPROVED BY:
LENDER:
WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE _____________
dt 1527275
;
Locke Liddell
As referenced in this Management Agreement:
Locke Liddell – be addressed as follows:
To Manager:
Radisson Hotel Corporation
c/o Legal Department
Mail Stop 8249
1405 Xenium Lane
Plymouth, MN 55441
Facsimile: (763) 212-8543
With a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
Attn: Janis H. Loegering
Facsimile: (214) 740-8800
To Owner:
AP/APH Branson, L.P.
c/o Apollo _____________
dt 1526412
|
Preview
Full Doc
 | 2004 |
Management Agreement
Management Agreement (166K)
Doc #1459316: Click preview link for longer preview.
MANAGEMENT AGREEMENT
BETWEEN
RADISSON HOTEL CORPORATION
and
AP/APH DALLAS, L.P.
FOR THE
RADISSON HOTEL CENTRAL DALLAS
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
1
ARTICLE 2 TERM
11
2.1
Operating Term
11
2.2
Renewal of Operating Term
11
ARTICLE 3 CONSTRUCTION
12
3.1
Opening the Hotel
12
3.2
. . .
1459316
|
CSFB Mortgage
As referenced in this Management Agreement:
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. – BANK MINNESOTA, NATIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AMONG OTHERS
By:
LENNAR PARTNERS, INC., as attorney-in-fact
By:
Name:
Ronald E. Schrager
Title:
Vice President
2 _____________
dt 1362587
;
Lennar Partners
As referenced in this Management Agreement:
LENNAR PARTNERS, – CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AMONG OTHERS
By:
LENNAR PARTNERS, INC., as attorney-in-fact
By:
Name:
Ronald E. Schrager
Title:
Vice President
2 _____________
dt 1339843
;
|
Wells Fargo Bank
As referenced in this Management Agreement:
WELLS FARGO BANK MINNESOTA, NA – APH Dallas, L.P.
(Owner)
By:
AP/APMC-GP, Inc.,
Its General Partner
By:
Name:
Alfred C. Trivilino
Title:
President
RADISSON HOTEL CORPORATION
(Manager)
By:
Name:
Title:
APPROVED BY:
LENDER:
WELLS FARGO BANK MINNESOTA, NA TIONAL ASSOCIATION, f/k/a NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT, DATED AS OF JUNE 12, 1998, BY AND AMONG CREDIT SUISSE _____________
dt 1527276
;
Locke Liddell
As referenced in this Management Agreement:
Locke Liddell – addressed as follows:
To Manager:
Radisson Hotel Corporation
c/o Legal Department
Mail Stop 8249
1405 Xenium Lane
Plymouth, MN 55441
Facsimile: (763) 212-8543
45
With a copy to:
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, TX 75201
Attn: Janis H. Loegering
Facsimile: (214) 740-8800
To Owner:
AP/APH Dallas, L.P.
c/o Apollo _____________
dt 1526413
|
Preview
Full Doc
 | 2003 |
Lease Agreement
Lease Agreement (277K)
Doc #166889: Click preview link for longer preview.
LEASE AGREEMENT
BETWEEN
HCRI DRUM HILL PROPERTIES, LLC
AND
EMERITUS PROPERTIES IX, LLC
SEPTEMBER 29, 2003
{PAGE} SECTION PAGE ------- ----
TABLE OF CONTENTS -----------------
SECTION PAGE ------- ---- ARTICLE 1: LEASED PROPERTY, TERM AND DEFINITIONS 1 1.1 Leased Property 1 1.2 Term 1 1.3 Definitions 1 ARTICLE 2: RENT 9 2.1 Base Rent 9 2.1.1 Base Rent Adjustment 9 2.2 Additional Rent 9 2.3 Place of Payment of Rent 9 2.4 Net Lease 9 2.5 No Termination, Abatement, Etc. 10 2.6 Transaction Fee 10 ARTICLE 3: IMPOSITIONS AND UTILITIES 10 3.1 Payment of Impositions 10 3.2 Definition of Impositions 11 3.3 Escrow of Impositions 12 3.4 Utilities 12 3.5 Discontinuance of Utilities 13 3.6 Business Expenses 13 3.7 Permitted Contests 13 ARTICLE 4: INSURANCE 13 4.1 Property Insurance 13 4.2 Liability Insurance 14 4.3 Builder's Risk Insurance 15 4.4 Insurance Requirements 15 4.5 Replacement Value 16 4.6 Blanket Policy 16 4.7 No Separate Insurance 16 4.8 Waiver of Subrogation 16 4.9 Mortgages 17 4.10 Escrows 17 ARTICLE 5: INDEMNITY 17 5.1 Tenant's Indemnification 17 5.1.1 Notice of Claim 18 5.1.2 Survival of Covenants 18 5.1.3 Reimbursement of Expenses 18 5.2 Environmental Indemnity; Audits 18 5.3 Limitation of Landlord's Liability 18 ARTICLE 6: USE AND ACCEPTANCE OF PREMISES 19 6.1 Use of Leased Property 19 6.2 Acceptance of Leased Property 19 6.3 Conditions of Use and Occupancy 19 ARTICLE 7: MAINTENANCE AND MECHANICS' LIENS 20 7.1 Maintenance 20 7.2 Required Alterations 20 7.3 Mechanic's Liens 20 7.4 Replacements of Fixtures and Landlord's Personal Property 21 7.5 Lender Maintenance Reserve Escrow 21 ARTICLE 8: DEFAULTS AND REMEDIES 21 8.1 Events of Default 21 8.2 Remedies 23 8.3 Right of Setoff 26 8.4 Performance of Tenant's Covenants 26 8.5 Late Payment Charge 26 8.6 Default Rent 27 8.7 Attorneys' Fees 27 8.8 Escrows and Application of Payments 27 8.9 Remedies Cumulative 27 8.10 Waivers 27 8.11 Obligations Under the Bankruptcy Code 28 ARTICLE 9: DAMAGE AND DESTRUCTION 28 9.1 Notice of Casualty 28 9.2 Substantial Destruction 28 9.3 Partial Destruction 29 9.4 Restoration 29 9.5 Insufficient Proceeds 30 9.6 Not Trust Funds 30 9.7 Landlord's Inspection 30 9.8 Landlord's Costs 30 9.9 No Rent Abatement 31 ARTICLE 10: CONDEMNATION 31 10.1 Total Taking 31 10.2 Partial Taking 31 10.3 Condemnation Proceeds Not Trust Funds 31 ARTICLE 11: TENANT'S PROPERTY 32 11.1 Tenant's Property 32 11.2 Requirements for Tenant's Property 32 ARTICLE 12: RENEWAL OPTIONS 33 12.1 Renewal Options 33 12.2 Effect of Renewal 33 ARTICLE 13: RIGHT OF FIRST OPPORTUNITY 34 13.1 Right of First Opportunity 34 13.2 Closing 35 ARTICLE 14: NEGATIVE COVENANTS 36 14.1 No Debt 36 14.2 No Liens 36 14.3 No Guaranties 36 14.4 No Transfer 36 14.5 No Dissolution 36 14.6 Subordination of Payments to Affiliates 36 14.7 Change of Location or Name 36 ARTICLE 15: AFFIRMATIVE COVENANTS 37 15.1 Perform Obligations 37 15.2 Proceedings to Enjoin or Prevent Construction 37 15.3 Documents and Information 37 15.3.1 Furnish Documents 37 15.3.2 Furnish Information 37 15.3.3 Further Assurances and Information 37 15.3.4 Material Communications 38 15.3.5 Requirements for Financial Statements 38 15.4 Compliance With Laws 38 15.5 Broker's Commission 38 15.6 Existence and Change in Ownership 38 15.7 Financial Covenants 39 15.7.1 Definitions 39 15.7.2 Coverage Ratio 39 15.8 Facility Licensure and Certification 39 15.9 Transfer of License and Facility Operations 39 15.9.1 Licensure 39 15.9.2 Facility Operations 39 15.10 Bed Operating Rights 40 15.11 Power of Attorney 40 15.12 Compliance with Loan Documents 41 ARTICLE 16: ALTERATIONS, CAPITAL IMPROVEMENTS, AND SIGNS 42 16.1 Prohibition on Alterations and Improvements 42 16.2 Approval of Alterations 42 16.3 Permitted Alterations 43 16.4 Requirements for Permitted Alterations 43 16.5 Ownership and Removal of Permitted Alterations 44 16.6 Minimum Qualified Capital Expenditures 44 16.7 Signs 44 ARTICLE 17: RESERVED 44 ARTICLE 18: ASSIGNMENT AND SALE OF LEASED PROPERTY 44 18.1 Prohibition on Assignment and Subletting 44 18.2 Requests for Landlord's Consent to Assignment, Sublease or Management Agreement 45 18.3 Agreements with Residents 46 18.4 Sale of Leased Property 46 18.5 Assignment by Landlord 46 ARTICLE 19: HOLDOVER AND SURRENDER 46 19.1 Holding Over 46 19.2 Surrender 47 19.3 Indemnity 47 ARTICLE 20: RESERVED 47 ARTICLE 21: QUIET ENJOYMENT, SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATES 47 21.1 Quiet Enjoyment 47 21.2 Subordination 47 21.3 Attornment 48 21.4 Estoppel Certificates 48 ARTICLE 22: REPRESENTATIONS AND WARRANTIES 49 22.1 Organization and Good Standing 49 22.2 Power and Authority 49 22.3 Enforceability 49 22.4 Government Authorizations 49 22.5 Financial Statements 49 22.6 Condition of Facility 50 22.7 Compliance with Laws 50 22.8 No Litigation 50 22.9 Consents 50 22.10 No Violation 51 22.11 Reports and Statements 51 22.12 ERISA 51 22.13 Chief Executive Office 51 22.14 Other Name or Entities 51 22.15 Parties in Possession 51 22.16 Access 52 22.17 Utilities 52 22.18 Condemnation and Assessments 52 22.19 Zoning 52 22.20 Pro Forma Statement 52 22.21 Environmental Matters 52 22.22 Leases and Contracts 53 22.23 No Default 53 22.24 Tax Status 53 ARTICLE 23: RESERVED 53 ARTICLE 24: SECURITY INTEREST 53 24.1 Collateral 53 24.2 Additional Documents 54 24.3 Notice of Sale 54 24.4 Recharacterization 55 24.5 Subordination 55 ARTICLE 25: MISCELLANEOUS 55 25.1 Notices 55 25.2 Advertisement of Leased Property 55 25.3 Entire Agreement 55 25.4 Severability 55 25.5 Captions and Headings 56 25.6 Governing Law 56 25.7 Memorandum of Lease 56 25.8 Waiver 56 25.9 Binding Effect 56 25.10 No Offer 56 25.11 Modification 56 25.12 Landlord's Modification 57 25.13 No Merger 57 25.14 Laches 57 25.15 Limitation on Tenant's Recourse 57 25.16 Construction of Lease 57 25.17 Counterparts 57 25.18 Custody of Escrow Funds 57 25.19 Landlord's Status as a REIT 57 25.20 Exhibits 58 25.21 WAIVER OF JURY TRIAL 58 25.22 CONSENT TO JURISDICTION 58 25.23 Attorney's Fees and Expenses 58 25.24 Survival 59 25.25 Time 59
SCHEDULE 1: INITIAL RENT SCHEDULE EXHIBIT A: LEGAL DESCRIPTIONS EXHIBIT B: PERMITTED EXCEPTIONS EXHIBIT C: FACILITY INFORMATION EXHIBIT D: LANDLORD'S PERSONAL PROPERTY EXHIBIT E: DOCUMENTS TO BE DELIVERED EXHIBIT F: TENANT'S CERTIFICATE AND FACILITY FINANCIAL REPORTS EXHIBIT G: GOVERNMENT AUTHORIZATIONS TO BE OBTAINED; ZONING PERMITS EXHIBIT H: PENDING LITIGATION EXHIBIT I: LIST OF LEASES AND CONTRACTS EXHIBIT J: WIRE TRANSFER INSTRUCTIONS EXHIBIT K: BASE PRICE
{PAGE}
LEASE AGREEMENT
This Lease Agreement ("Lease") is made effective as of September 29, 2003 (the "Effective Date") between HCRI DRUM HILL PROPERTIES, LLC, a limited liability company organized under the laws of the State of Delaware ("Landlord" as further defined in 1.3 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, and EMERITUS PROPERTIES IX, LLC, a limited liability company organized under the laws of the State of Washington ("Tenant"), having its chief executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121. R E C I T A L S A. As of the date hereof, Landlord acquired the Leased Property (defined below) from Tenant and paid the Acquisition Payment (defined below) towards the purchase price for the Leased Property. The amount paid by Tenant for the costs incurred by Landlord in connection with its acquisition from Tenant of the Leased Property, if any, shall be considered Tenant's contribution. B. Landlord desires to lease the Leased Property to Tenant and Tenant desires to lease the Leased Property from Landlord upon the terms set forth in this Lease. NOW, THEREFORE, Landlord and Tenant agree as follows: ARTICLE 1: LEASED PROPERTY, TERM AND DEFINITIONSLEASED PROPERTY, TERM AND DEFINITIONS 1.1 Leased PropertyLeased Property. Landlord hereby leases to Tenant and -------------------------------- Tenant hereby leases from Landlord the Leased Property, subject, however, to the Permitted Exceptions and subject to the terms and conditions of this Lease. 1.2 TermTerm. The initial term ("Initial Term") of this Lease commences on -------- the Effective Date and expires at 12:00 Midnight Eastern Time on the day before the 15th anniversary of the Commencement Date (the "Expiration Date"); provided, however, that Tenant has one or more options to renew the Lease pursuant to Article 12. 1.3 DefinitionsDefinitions. Except as otherwise expressly provided, [i] the ---------------------- terms defined in this section have the meanings assigned to them in this section and include the plural as well as the singular; [ii] all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as of the time applicable; and [iii] the words "herein", "hereof" and "hereunder" and similar words refer to this Lease as a whole and not to any particular section. "$4,400,000 Note" means the note granted by Guarantor to HCN dated as of August 28, 2003, as amended or restated. "Acquisition Payment" means any payment by Landlord to acquire Leased Property. "ADA" means the federal statute entitled Americans with Disabilities Act, 42 U.S.C. 12101, et seq. "Additional Rent" has the meaning set forth in 2.2. "Affiliate" means Guarantor and any person, corporation, partnership, limited liability company, trust, or other legal entity that, directly or indirectly, controls, or is controlled by, or is under common control with Tenant or Guarantor. "Control" (and the correlative meanings of the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity. "Affiliate" includes, without limitation, each Guarantor. An Affiliate of Tenant shall specifically exclude Columbia Pacific Management, Inc. or any Affiliate thereof and Holiday Retirement Corporation or any Affiliate thereof and, prior to the date of its acquisition thereof, Alterra Healthcare Corporation or any Affiliate thereof. "Annual Company Budget" means Tenant's projection of its financial statement for the next fiscal year (or the 12-month rolling forward period, if applicable), which shall include the balance sheet, statement of income, statement of cash flows, statement of shareholders' equity and statement of capital expenditures for the applicable period. "Annual Financial Statements" means [i] an audited Facility Financial Statement for the most recent fiscal year; and [ii] for Guarantor, if Guarantor is or includes a corporation, partnership or limited liability company, an audited balance sheet and statement of income for the most recent fiscal year. "Bankruptcy Code" means the United States Bankruptcy Code set forth in 11 U.S.C. 101, et seq., as amended from time to time. "Base Price" has the meaning set forth on Exhibit K. "Base Rent" has the meaning set forth in 2.1, as increased from time to time pursuant to 2.2. "Business Day" means any day other than a Saturday, Sunday, or national holiday. "Casualty" has the meaning set forth in 9.1. "CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time. "Closing" means the closing of the lease of the Leased Property to Tenant. "Collateral" has the meaning set forth in 24.1. "Commencement Date" means the Effective Date if such date is the first day of a month, and if it is not, the first day of the first month following the Effective Date. "Commitment" means the Commitment Letter for the Lease dated March 5, 2002 as modified by the letter dated March 31, 2003. "CPI" means the United States Department of Labor, Bureau of Labor Statistics Revised Consumer Price Index for All Urban Consumers (1982-84=100), U.S. City Average, All Items, or, if that index is not available at the time in question, the index designated by such Department as the successor to such index, and if there is no index so designated, an index for an area in the United States that most closely corresponds to the entire United States, published by such Department, or if none, by any other instrumentality of the United States. "Default Rent" has the meaning set forth in 8.6. "Effective Date" means the date of this Lease. "Environmental Laws" means all federal, state, and local laws, ordinances and policies the purpose of which is to protect human health and the environment, as amended from time to time, including, but not limited to, [i] CERCLA; [ii] the Resource Conservation and Recovery Act; [iii] the Hazardous Materials Transportation Act; [iv] the Clean Air Act; [v] Clean Water Act; [vi] the Toxic Substances Control Act; [vii] the Occupational Safety and Health Act; [viii] the Safe Drinking Water Act; and [ix] analogous state laws and regulations. "Event of Default" has the meaning set forth in 8.1. "Expiration Date" has the meaning set forth in 1.2. "Facility" means the Facility located on the Land, including the Facility Property. "Facility Cash Flow" has the meaning set forth in 15.7.1. "Facility Coverage Ratio" has the meaning set forth in 15.7.1. "Facility Financial Statement" means a financial statement for the Facility which shall include the balance sheet, statement of income, statement of cash flows, statement of shareholders' equity, occupancy census data (including payor mix), statement of capital expenditures and a comparison of the actual financial data versus the Annual Company Budget for the applicable period. "Facility Name" means the name under which the Facility has done business during the Term. The Facility Name in use by the Facility on the Effective Date is set forth on the attached Exhibit C. "Facility Property" means the Land on which the Facility is located, the legal description of which is set forth on Exhibit A, the Improvements on the Land, the Related Rights, and Landlord's Personal Property. "Facility State" means the State in which the Facility is located. "Facility Uses" means the uses relating to the operation of the Facility as a facility of the type and operating the number of beds and units set forth on Exhibit C.
166889
|
CSFB Mortgage
As referenced in this Lease Agreement:
Credit Suisse First Boston
Mortgage Securities – third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank),
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter of Credit" shall mean on the Effective Date the letter of credit
required _____________
dt 90458
;
CSFB Mortgage
As referenced in this Lease Agreement:
Credit Suisse First Boston
Mortgage Capital, – to
Amresco Capital, L.P., dated September 29, 1999, recorded with said Deeds, Book
10436, page 268, as affected by an Assignment to Credit Suisse First Boston
Mortgage Capital, LLC, dated September 22, 1999, recorded with said Deeds, Book
10437, page 21, as further assigned to The Chase Manhattan Bank, as _____________
Credit Suisse First Boston
Mortgage Capital, – to
Amresco Capital, L.P., dated September 29, 1999, recorded with said Deeds, Book
10437, page 1, as affected by an Assignment to Credit Suisse First Boston
Mortgage Capital, LLC, dated September 22, 1999, recorded with said Deeds, Book
10437, page 21, as further assigned to The Chase Manhattan Bank, as _____________
dt 113013
;
Health Care REIT
As referenced in this Lease Agreement:
Health Care REIT, – of "hazardous substance", "hazardous material",
"hazardous waste", "toxic substance", "regulated substance", "solid waste" or
"pollutant" as defined in any Environmental Law.
"HCN" means Health Care REIT, Inc., a Delaware corporation.
"HIPDB" means the Healthcare Integrity and Protection Data Bank maintained by
the Department of Health and Human Services.
" _____________
Health Care REIT, – authorized officers as
of the date first set forth above.
Signed and acknowledged in the presence of:
HCRI DRUM HILL PROPERTIES, LLC
By: Health Care REIT, Inc.
Signature Rita J. Rogge Its: Sole Member
Print Name Rita J. Rogge
By: Erin C. Ibele
Signature Kathleen A. Sullivan
Print _____________
Health Care REIT, – OHIO )
) SS:
COUNTY OF LUCAS )
The foregoing instrument was acknowledged before me this ___ day of
September, 2003 by _________________________, the _________________________ of
Health Care REIT, Inc., a Delaware corporation, the sole member of HCRI Drum
Hill Properties, LLC, a Delaware limited liability company, on behalf of the
_____________
HEALTH CARE REIT, – LUDD, ESQ.
SHUMAKER, LOOP & KENDRICK, LLP
1000 JACKSON STREET
TOLEDO, OHIO 43624-1573
{PAGE}
SCHEDULE 1: INITIAL RENT SCHEDULE
EMERITUS CORPORATION - CHELMSFORD, MA
-----------------------------------------
HEALTH CARE REIT, INC.
EFFECTIVE DATE 09/29/03
INITIAL TERM DATE 10/01/03
INITIAL TERM 15 Yrs
INITIAL TERM EXPIRATION DATE 09/30/ _____________
Health Care REIT, – dated April 18, 2003 from Anthony Zagzoug, Inspector of Buildings,
Town of Chelmsford, Building Department, 50 Billerica Road, Chelmsford,
Massachusetts 01824 addressed to Health Care REIT, Inc.; HCRI Massachusetts
Properties Trust II; and HCRI Mississippi Properties, Inc., One SeaGate, Suite
1500, P.O. Box 1475, Toledo, Ohio 43603- _____________
dt 111525
;
|
Wang Labs
As referenced in this Lease Agreement:
Wang Laboratories, Inc. – corner of the herein described
parcel:
Thence N 39 41' 46" W Four Hundred Seventy Seven and 72/100 feet (477.72')
bounded Northeasterly by land now or formerly of Wang Laboratories, Inc. to a
point;
Thence N 55 52' 37" E Seventy Four and 69/100 (74.69') bounded Northwesterly by
land now or formerly of Joseph and Bertha E. Sadowski _____________
Wang Laboratories, Inc. – Bertha E. Sadowski to a point;
Thence N 55 53' 48" E Three Hundred Fifty Six and 34/100 feet (356.34') bounded
Northwesterly by land now or formerly of Wang Laboratories, Inc. to a point;
Thence S 34 06' 12" E Forty and 20/100 (40.20') bounded Northeasterly by land
now or formerly of Wang Laboratories, Inc. a Forty Food _____________
Wang Laboratories, Inc. – now or formerly of Wang Laboratories, Inc. to a point;
Thence S 34 06' 12" E Forty and 20/100 (40.20') bounded Northeasterly by land
now or formerly of Wang Laboratories, Inc. a Forty Food Wide Utility Easement to
a Point;
Thence N 89 02' 55" E Five Hundred Sixty One and 61/100 feet (561.61') bounded
Northwesterly by land _____________
Wang Laboratories, Inc. – Wide Utility Easement to
a Point;
Thence N 89 02' 55" E Five Hundred Sixty One and 61/100 feet (561.61') bounded
Northwesterly by land now or formerly of Wang Laboratories, Inc. and Forty Foot
Wide Utility Easement to a Point;
Thence S 13 00' 17" E One Hundred Sixty and 40/100 feet (160.04') bounded
Easterly by land now _____________
Wang Laboratories, Inc. – Foot
Wide Utility Easement to a Point;
Thence S 13 00' 17" E One Hundred Sixty and 40/100 feet (160.04') bounded
Easterly by land now or formerly of Wang Laboratories, Inc. and a Thirty Foot
Wide Utility Easement to a Point;
Thence S 52 47' 37" W One Hundred Thirty Six and 01/100 feet (136.01') bounded
Southeasterly by _____________
dt 1316029
;
Chase Manhattan
As referenced in this Lease Agreement:
Chase Manhattan Bank) – and [vii] requirements,
conditions and standards for participation in third-party payor insurance
programs.
"Lender" means JPMorgan Chase Bank (formerly known as the Chase Manhattan Bank) ,
trustee for the registered certificateholders of Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2000-PS4.
"Letter _____________
Chase Manhattan Bank, – Suisse First Boston
Mortgage Capital, LLC, dated September 22, 1999, recorded with said Deeds, Book
10437, page 21, as further assigned to The Chase Manhattan Bank, as Trustee,
dated April 6, 2001, recorded with said Deeds, Book 12049, page 238.
2. Assignment of Leases and Rents from Emeritus _____________
Chase Manhattan Bank, – Suisse First Boston
Mortgage Capital, LLC, dated September 22, 1999, recorded with said Deeds, Book
10437, page 21, as further assigned to The Chase Manhattan Bank, as Trustee,
dated April 6, 2001, recorded with said Deeds, Book 12049, page 232.
3. UCC Financing Statement from Emeritus Properties IX _____________
Chase Manhattan Bank, – Book 10437, page 13, as assigned to
Credit Suisse First Boston Capital, LLC, recorded therewith, as further affected
by and Assignment to The Chase Manhattan Bank, as Trustee, recorded with said
Deeds, Book 11698, page 290.
4. Plan entitled "ALTA/ACSM Land Title Plan 4 Technology Drive, Chelmsford,
_____________
dt 101874
;
More... |
Preview
Full Doc
 | 2006 |
Master Agreement
Master Agreement (161K)
Doc #2502242: Click preview link for longer preview.
(Multicurrency - Cross Border)
ISDA?
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of August 30, 2006
Credit Suisse International
(?Party A?)
and
Wells Fargo Bank, N.A. not in its individual capacity, but solely as the Trust Administrator, on behalf of the TBW Mortgage-Backed Trust Series 2006-4
(?Party B?)
have entered and/or anticipate entering into one or more transactions (each a ?Transaction?) that are or will be governed by this Master Agreement, which includes the schedule (the ?Schedule?), and the documents . . .
2502242
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – Pooling and Servicing Agreement.
(1) Capitalized terms used in this Agreement that are not defined herein and are defined in the pooling and servicing agreement dated August 1, 2006, among Credit Suisse First Boston Mortgage Securities Corp. , as Depositor, U.S. Bank National Association, as Trustee, and Party B, as Master Servicer and Trust Administrator (the Pooling and Servicing Agreement) shall have the respective meanings assigned _____________
dt 1573313
;
McGraw-Hill Companies
As referenced in this Master Agreement:
McGraw-Hill Companies, Inc – herein: (i) Moodys means Moodys Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . or any successor nationally recognized statistical rating organization, (iii) Fitch means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) Rating Agency means Moodys, S& _____________
McGraw-Hill Companies, Inc – is holding Posted Collateral, shall at all times have a long term debt or deposit rating of at least A from Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc . and at least A2 from Moody's Investors Service, Inc. (or their respective successors) and have net capital in excess of US$500 million;
(2) the Custodian for Party _____________
dt 1521557
;
|
Fannie Mae
As referenced in this Master Agreement:
Federal National Mortgage Association – 95%
(E)
(1) Agency Securities having a remaining stated maturity of up to ten years from the Valuation Date. Agency Securities means unsecured, unsubordinated negotiable debt obligations issued by the Federal National Mortgage Association , the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, or the Federal Home Loan Banks, but excluding Interest-only and principal-only securities.
97%
(2) Agency Securities _____________
dt 1607439
;
ISDA
As referenced in this Master Agreement:
International Swap Dealers Association, Inc –
EX-99.4 5 v052755_ex99-4.htm
(Multicurrency - Cross Border)
ISDA
International Swap Dealers Association, Inc .
MASTER AGREEMENT
dated as of August 30, 2006
Credit Suisse International
(Party A)
and
Wells Fargo Bank, N.A. not in its individual capacity, but solely as the Trust _____________
dt 1615879
;
More... |
Preview
Full Doc
 | 2006 |
Master Agreement
Master Agreement (163K)
Doc #2502243: Click preview link for longer preview.
(Multicurrency - Cross Border)
ISDA?
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of August 30, 2006
Credit Suisse International
(?Party A?)
and
Wells Fargo Bank, N.A. not in its individual capacity, but solely as the Trust Administrator, on behalf of the TBW Mortgage-Backed Trust Series 2006-4
(?Party B?)
have entered and/or anticipate entering into one or more transactions (each a ?Transaction?) that are or will be governed by this Master Agreement, which includes the schedule (the ?Schedule?), and the documents . . .
2502243
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – Pooling and Servicing Agreement.
(1) Capitalized terms used in this Agreement that are not defined herein and are defined in the pooling and servicing agreement dated August 1, 2006, among Credit Suisse First Boston Mortgage Securities Corp. , as Depositor, U.S. Bank National Association, as Trustee, and Party B, as Master Servicer and Trust Administrator (the Pooling and Servicing Agreement) shall have the respective meanings assigned _____________
dt 1573314
;
McGraw-Hill Companies
As referenced in this Master Agreement:
McGraw-Hill Companies, Inc – herein: (i) Moodys means Moodys Investors Service, Inc., or any successor nationally recognized statistical rating organization, (ii) S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . or any successor nationally recognized statistical rating organization, (iii) Fitch means Fitch Ratings, or any successor nationally recognized statistical rating organization, and (iv) Rating Agency means Moodys, S& _____________
McGraw-Hill Companies, Inc – is holding Posted Collateral, shall at all times have a long term debt or deposit rating of at least A from Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc . and at least A2 from Moody's Investors Service, Inc. (or their respective successors) and have net capital in excess of US$500 million;
(2) the Custodian for Party _____________
dt 1521558
;
|
Fannie Mae
As referenced in this Master Agreement:
Federal National Mortgage Association – 95%
(E)
(1) Agency Securities having a remaining stated maturity of up to ten years from the Valuation Date. Agency Securities means unsecured, unsubordinated negotiable debt obligations issued by the Federal National Mortgage Association , the Government National Mortgage Association, the Federal Home Loan Mortgage Corporation, or the Federal Home Loan Banks, but excluding Interest-only and principal-only securities.
97%
(2) Agency Securities _____________
dt 1607440
;
ISDA
As referenced in this Master Agreement:
International Swap Dealers Association, Inc –
EX-99.5 7 v052755_ex99-5.htm
(Multicurrency - Cross Border)
ISDA
International Swap Dealers Association, Inc .
MASTER AGREEMENT
dated as of August 30, 2006
Credit Suisse International
(Party A)
and
Wells Fargo Bank, N.A. not in its individual capacity, but solely as the Trust _____________
dt 1615880
;
More... |
Preview
Full Doc
 | 2006 |
Master Agreement
Master Agreement (174K)
Doc #2669124: Click preview link for longer preview.
(Multicurrency?Cross Border)
ISDA(R)
International Swap Dealers Association, Inc.
MASTER AGREEMENT
dated as of December 1, 2006
CREDIT SUISSE INTERNATIONAL
(?Party A?)
And
THE SUPPLEMENTAL INTEREST TRUST CREATED UNDER THE POOLING AND SERVICING AGREEMENT FOR HOME EQUITY ASSET TRUST 2006-8
("Party B")
have entered and/or anticipate entering into one or more transactions (each a ?Transaction?) that are or will be governed by this Master Agreement, which includes the schedule (the ?Schedule?), and the documents and other confirming evidence . . .
2669124
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – in Part 5(b)(4) will constitute an Additional Termination Event and not an Event of Default.
(ii)
The Pooling and Servicing Agreement dated as of November 1, 2006 among Credit Suisse First Boston Mortgage Securities Corp. as Depositor, DLJ Mortgage Capital, Inc. as Seller, Wells Fargo Bank, N.A. as Servicer, Select Portfolio Servicing, Inc. as Servicer and Modification Oversight Agent, Clayton Fixed Income Services _____________
Credit Suisse First Boston Mortgage Securities Corp. – the 2000 ISDA Definitions.
Any term used herein but not defined herein shall have the meaning specified in the Pooling and Servicing Agreement, dated as of November 1, 2006 among Credit Suisse First Boston Mortgage Securities Corp. as Depositor, DLJ Mortgage Capital, Inc. as Seller, Wells Fargo Bank, N.A. as Servicer, Wells Fargo Bank, N.A.. as Servicer, Select Portfolio Servicing, Inc. as Servicer and _____________
dt 1647462
;
DLJ Mortgage
As referenced in this Master Agreement:
DLJ Mortgage Capital, Inc – Termination Event and not an Event of Default.
(ii)
The Pooling and Servicing Agreement dated as of November 1, 2006 among Credit Suisse First Boston Mortgage Securities Corp. as Depositor, DLJ Mortgage Capital, Inc . as Seller, Wells Fargo Bank, N.A. as Servicer, Select Portfolio Servicing, Inc. as Servicer and Modification Oversight Agent, Clayton Fixed Income Services Inc. as Credit Risk Manager, and _____________
DLJ Mortgage Capital, Inc – not defined herein shall have the meaning specified in the Pooling and Servicing Agreement, dated as of November 1, 2006 among Credit Suisse First Boston Mortgage Securities Corp. as Depositor, DLJ Mortgage Capital, Inc . as Seller, Wells Fargo Bank, N.A. as Servicer, Wells Fargo Bank, N.A.. as Servicer, Select Portfolio Servicing, Inc. as Servicer and Special Servicer, Clayton Fixed Income Services _____________
dt 1682839
;
|
McGraw-Hill Companies
As referenced in this Master Agreement:
McGraw-Hill Companies, Inc – unsecured, unguaranteed and otherwise unsupported short-term debt obligations of such Relevant Entity are rated "A-2" or below by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc . (S&P) or (ii) if such Relevant Entity does not have a short-term rating from S&P, the unsecured, unguaranteed and otherwise unsupported long-term senior _____________
dt 1680243
;
ISDA
As referenced in this Master Agreement:
International Swap Dealers Association, Inc – 99.1 Part 1.Doc
EX-99.1 5 f991part1.htm EXHIBIT
(MulticurrencyCross Border)
ISDA(R)
International Swap Dealers Association, Inc .
MASTER AGREEMENT
dated as of December 1, 2006
CREDIT SUISSE INTERNATIONAL
(Party A)
And
THE SUPPLEMENTAL INTEREST TRUST CREATED UNDER THE POOLING AND SERVICING AGREEMENT FOR
HOME EQUITY ASSET _____________
dt 1675379
;
More... |
Preview
Full Doc
 | 2007 |
Master Agreement
Master Agreement (81K)
Doc #2787594: Click preview link for longer preview.
Executed Copy
Swap Schedule
(Multicurrency - Cross Border)
ISDA(R)
International Swaps Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of 16 March 2007
between
. . .
2787594
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – j) of this Schedule. For all purposes of this
Agreement, the Pooling and Servicing Agreement or PSA means the
pooling and servicing agreement, dated as of 1 March 2007, among
Credit Suisse First Boston Mortgage Securities Corp. , as Depositor,
Capmark Finance Inc., as Master Servicer, Midland Loan Services,
Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
for the Trust.
(iii) Each of _____________
dt 1707537
;
| |
Preview
Full Doc
 | 2007 |
Master Agreement
Master Agreement (81K)
Doc #2787747: Click preview link for longer preview.
Executed Copy
Swap Schedule
(Multicurrency - Cross Border)
ISDA(R)
International Swaps Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of 16 March 2007
between
. . .
2787747
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – j) of this Schedule. For all purposes of this
Agreement, the Pooling and Servicing Agreement or PSA means the
pooling and servicing agreement, dated as of 1 March 2007, among
Credit Suisse First Boston Mortgage Securities Corp. , as Depositor,
Capmark Finance Inc., as Master Servicer, Midland Loan Services,
Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
for the Trust.
(iii) Each of _____________
dt 1707540
;
| |
Full Doc
 | 2007 |
Master Agreement
Master Agreement (76K)
Doc #2794687: This document is immediately available for purchase, but does not have a preview available for viewing.
2794687
| | |
Preview
Full Doc
 | 2007 |
Master Agreement
Master Agreement (81K)
Doc #2794688: Click preview link for longer preview.
Executed Copy
Swap Schedule
(Multicurrency - Cross Border)
ISDA(R)
International Swaps Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of 16 March 2007
between
. . .
2794688
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – j) of this Schedule. For all purposes of this
Agreement, the Pooling and Servicing Agreement or PSA means the
pooling and servicing agreement, dated as of 1 March 2007, among
Credit Suisse First Boston Mortgage Securities Corp. , as Depositor,
Capmark Finance Inc., as Master Servicer, Midland Loan Services,
Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
for the Trust.
(iii) Each of _____________
dt 1707543
| |
Preview
Full Doc
 | 2007 |
Master Agreement
Master Agreement (81K)
Doc #2810725: Click preview link for longer preview.
Executed Copy
Swap Schedule
(Multicurrency - Cross Border)
ISDA(R)
International Swaps Dealers Association, Inc.
SCHEDULE
to the
Master Agreement
dated as of 16 March 2007
between
. . .
2810725
|
CSFB Mortgage
As referenced in this Master Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – j) of this Schedule. For all purposes of this
Agreement, the Pooling and Servicing Agreement or PSA means the
pooling and servicing agreement, dated as of 1 March 2007, among
Credit Suisse First Boston Mortgage Securities Corp. , as Depositor,
Capmark Finance Inc., as Master Servicer, Midland Loan Services,
Inc., as Special Servicer, and Wells Fargo Bank, N.A., as Trustee
for the Trust.
(iii) Each of _____________
dt 1707548
;
| |
Preview
Full Doc
 | 2003 |
Master Program Agreement
Master Program Agreement (77K)
Doc #172259: Click preview link for longer preview.
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse First Boston LLC, a Delaware limited liability company (CSFB), and Column Financial, Inc., a Delaware corporation (Column and, collectively with Repo Counterparty and CSFB, the CSFB Parties).
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend to originate and/or purchase mortgage loans secured by skilled nursing facilities (the Loans) and subsequently securitize such Loans from time to time;
WHEREAS, CapitalSource Funding II LLC (CapitalSource Funding) and Repo Counterparty intend to enter into that certain Master Repurchase Agreement dated August 1, 2003 (the Repo Agreement) pursuant to which CapitalSource Funding will be able to finance the origination of certain of such Loans;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by CapitalSource eligible to be financed under the Repo Agreement and subsequently securitized;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by Column eligible for CapitalSource to purchase a subordinate participation interest and to be subsequently securitized;
WHEREAS, CapitalSource wishes to purchase certain securities issued in connection with the securitization of such Loans; and
WHEREAS, CapitalSource and the CSFB Parties wish to agree on certain other terms of the intended future securitizations of certain of such Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings:
Accrued Interest Amount shall mean, with respect to a Sub-pool Securitization, the aggregate amount of interest assumed to accrue on each class of securities assumed to be
172259
|
CSFB Mortgage
As referenced in this Master Program Agreement:
Credit Suisse First Boston Mortgage Securities – Senior Participation Securitization is not inconsistent with any related Participation Agreement.
Section 4.02 General Structure of Securitization. CSFB shall cause its affiliate, Credit Suisse First Boston Mortgage Securities Corp. (the Depositor), to act as depositor of each Securitization. With respect to each Securitization, CapitalSource will sell the Approved Loans that it _____________
dt 90461
;
CSFB Mortgage
As referenced in this Master Program Agreement:
Credit Suisse First Boston Mortgage Capital, – Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse First Boston LLC, a Delaware limited liability company (CSFB), and Column Financial, _____________
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL – duly authorized, as of the date first above written.
CAPITALSOURCE FINANCE LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By:
Name:
Title:
COLUMN FINANCIAL, INC.
By:
Name:
Title:
SCHEDULE I
ELIGIBILITY CRITERIA
In order to satisfy the Eligibility Criteria, a Loan _____________
dt 113016
;
McGraw-Hill Companies
As referenced in this Master Program Agreement:
McGraw-Hill Companies, Inc – have the meaning given such term in Section 2.02(b).
S&P shall mean Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc .
SEC shall mean the Securities and Exchange Commission, or any successor thereto.
Securitization shall have the meaning given such term in Section _____________
dt 311054
;
|
CapitalSource
As referenced in this Master Program Agreement:
CapitalSource Finance LLC, – EXHIBIT 10.2
EXECUTION COPY
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this Agreement) by and among CapitalSource Finance LLC, a Delaware limited liability company (CapitalSource), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company (Repo Counterparty), Credit Suisse _____________
CAPITALSOURCE FINANCE LLC
– parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
CAPITALSOURCE FINANCE LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By:
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By:
Name:
Title:
COLUMN _____________
dt 259586
;
More... |
Preview
Full Doc
 | 2003 |
Master Program Agreement
Master Program Agreement (61K)
Doc #402233: Click preview link for longer preview.
MASTER PROGRAM AGREEMENT
This Master Program Agreement dated as of August 1, 2003 (this "Agreement") by and among CapitalSource Finance LLC, a Delaware limited liability company ("CapitalSource"), Credit Suisse First Boston Mortgage Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit Suisse First Boston LLC, a Delaware limited liability company ("CSFB"), and Column Financial, Inc., a Delaware corporation ("Column" and, collectively with Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend to originate and/or purchase mortgage loans secured by skilled nursing facilities (the "Loans") and subsequently securitize such Loans from time to time;
WHEREAS, CapitalSource Funding II LLC ("CapitalSource Funding") and Repo Counterparty intend to enter into that certain Master Repurchase Agreement dated August 1, 2003 (the "Repo Agreement") pursuant to which CapitalSource Funding will be able to finance the origination of certain of such Loans;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by CapitalSource eligible to be financed under the Repo Agreement and subsequently securitized;
WHEREAS, CapitalSource and the CSFB Parties wish to agree on the criteria that will make Loans originated by Column eligible for CapitalSource to purchase a subordinate participation interest and to be subsequently securitized;
WHEREAS, CapitalSource wishes to purchase certain securities issued in connection with the securitization of such Loans; and
WHEREAS, CapitalSource and the CSFB Parties wish to agree on certain other terms of the intended future securitizations of certain of such Loans.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Accrued Interest Amount" shall mean, with respect to a Sub-pool Securitization, the aggregate amount of interest assumed to accrue on each class of securities assumed to be
{PAGE}
issued in such Sub-pool Securitization from the date on which interest is assumed to begin accruing on such securities to the settlement date of the Securitization for which the Sub-pool Securitization has been modeled.
"Aggregate Securitization Proceeds" shall have the meaning given such term in Section 4.04(b).
"Applicant" shall have the meaning given such term in Section 2.02(b).
"Appraisal" shall mean an appraisal of the subject property, which is acceptable to the Reviewer of the subject Loan in its reasonable discretion, and which is prepared (a) by an Approved Appraiser and (b) in accordance with all applicable regulations issued pursuant to Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the requirements of the Standards of Professional Appraisal Practice of the Appraisal Institute and the Uniform Standards of Professional Appraisal Practice as adopted by the Appraisal Foundation.
"Appraised Value" means the value set forth in an Appraisal made in connection with the origination or purchase of a Loan as the value of the related Mortgaged Property.
"Approved Appraiser" shall mean an appraiser listed on Schedule II or otherwise approved by the Reviewer.
"Approved Environmental Consultant" shall mean an environmental consultant listed on Schedule III or otherwise approved by Column.
"Approved Engineering Consultant" shall mean an engineering consultant listed on Schedule IV or otherwise approved by Column.
"Approved Loan" shall have the meaning given such term in Section 2.02(a).
"Assumed IO Rate" shall have the meaning given such term in Section 4.04(d).
"Business Day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the City of New York, New York are authorized or obligated by law, executive order or governmental decree to be closed.
"CapitalSource" shall have the meaning given in the first paragraph of this Agreement.
"CapitalSource Accrued Interest Amount" shall have the meaning given such term in Section 4.04(d).
"CapitalSource Excess Spread" shall have the meaning given such term in Section 4.04(a).
"CapitalSource Funding" shall have the meaning given such term in the Recitals of this Agreement.
-2- {PAGE}
"CapitalSource IO Percentage" shall have the meaning given such term in Section 4.04(d).
"CapitalSource Junior Class" shall have the meaning given such term in Section 4.04 (d).
"CapitalSource Junior Percentage" shall have the meaning given such term in Section 4.04 (d).
"Code" means the Internal Revenue Code of 1986, as amended.
"Column" shall have the meaning given such term in the first paragraph of this Agreement.
"CSFB Accrued Interest Amount" shall have the meaning given such term in Section 4.04(d).
"CSFB Fee" shall have the meaning given such term in Section 4.04(e).
"CSFB IO" shall have the meaning given such term in Section 4.04(d).
"CSFB IO Class" shall have the meaning given such term in Section 4.04(a).
"CSFB IO Percentage" shall have the meaning given such term in Section 4.04(d).
"CSFB Junior Class" shall have the meaning given such term in Section 4.04(d).
"CSFB Junior Percentage" shall have the meaning given such term in Section 4.04 (d).
"CSFB Parties" shall have the meaning given such term in the first paragraph of this Agreement.
"Depositor" shall have the meaning given such term in Section 4.02.
"Eligibility Criteria" shall mean the criteria listed in Schedule I.
"Engineering Report" shall mean an engineering/architectural review of the subject property conducted by an Approved Engineering Consultant, which is acceptable to the Reviewer of the subject Loan in its reasonable discretion, and which will (a) consider, among other things, structural adequacy, special hazards (e.g., sinkholes, earthquakes), soil conditions, foundation stability, quality of physical maintenance, adequacy of site drainage, design defects that may lead to unusual capital expenditures, adequacy of utilities, roof structures, HVAC systems, fire and safety systems and overall evaluation of construction quality and design and (b) summarize (i) the current condition of the property, including any deferred maintenance, (ii) any immediate repairs needed and the estimated cost and (iii) anticipated capital repairs and improvements and the estimated cost.
-3- {PAGE}
"Environmental Report" shall mean an ASTM standard Phase I Environmental Assessment prepared by an Approved Environmental Consultant, which is acceptable to the Reviewer of the subject Loan in its reasonable discretion, and which identifies historical and current "Recognized Environmental Conditions" using the methodology recommended by ASTM specifically referred to as Standard Practices of Environmental Assessments: Phase I Environmental Site Assessment Process Designation: E 1527-00 (without exception therefrom) and addresses the common risks associated with commercial real estate, including (a) asbestos, (b) PCB, (c) radon, (d) pollution/chemical waste, (e) noise/odors, (f) other latent chemical exposure, including lead, (g) HVAC systems and (h) mold and, if recommended by such Phase I Environmental Assessment, a Phase II Environmental Assessment with appropriate physical sample analysis to establish the presence or absence of a hazardous element.
"Event of Default" shall have the meaning given such term in the Repo Agreement.
"Excess Spread" shall have the meaning given such term in Section 4.04(a).
"Interim Servicing Agreement" shall have the meaning given such term in
402233
|
CSFB Mortgage
As referenced in this Master Program Agreement:
Credit Suisse First Boston Mortgage Securities Corp. – servicing agreement
prepared in connection with any Senior Participation Securitization is not
inconsistent with any related Participation Agreement.
Section 4.02 General Structure of Securitization. CSFB shall cause its
affiliate, Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"), to act as depositor of each Securitization. With respect to each
Securitization, CapitalSource will sell the Approved Loans that it originated,
and each of CapitalSource and Column _____________
dt 1362571
;
McGraw-Hill Companies
As referenced in this Master Program Agreement:
McGraw-Hill Companies, Inc – 860D of the Code.
"Reviewer" shall have the meaning given such term in Section 2.02(b).
"S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc .
"SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.
"Securitization" shall have the meaning given such term in Section 4.01.
"Senior Participation Interest" shall have _____________
dt 1516504
;
|
Column Financial
As referenced in this Master Program Agreement:
Column Financial, Inc – limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC, a Delaware limited liability company ("CSFB"), and
Column Financial, Inc ., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E S S E T H:
WHEREAS, CapitalSource and Column intend _____________
COLUMN FINANCIAL, INC – first above written.
CAPITALSOURCE FINANCE LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By: /s/
--------------------------------------
Name:
Title:
COLUMN FINANCIAL, INC .
By: /s/
--------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
ELIGIBILITY CRITERIA
In order to satisfy the Eligibility Criteria, a Loan must:
1. be secured by a first lien on a skilled _____________
dt 1416631
;
CSFB LLC
As referenced in this Master Program Agreement:
Credit
Suisse First Boston LLC – 1, 2003 (this
"Agreement") by and among CapitalSource Finance LLC, a Delaware limited
liability company ("CapitalSource"), Credit Suisse First Boston Mortgage
Capital, LLC, a Delaware limited liability company ("Repo Counterparty"), Credit
Suisse First Boston LLC , a Delaware limited liability company ("CSFB"), and
Column Financial, Inc., a Delaware corporation ("Column" and, collectively with
Repo Counterparty and CSFB, the "CSFB Parties").
W I T N E _____________
CREDIT SUISSE FIRST BOSTON LLC – parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
CAPITALSOURCE FINANCE LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON LLC
By: /s/
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC
By: /s/
--------------------------------------
Name:
Title:
COLUMN FINANCIAL, INC.
By: /s/
--------------------------------------
Name:
Title:
{PAGE}
SCHEDULE I
ELIGIBILITY CRITERIA
In order _____________
dt 1350921
|
Preview
Full Doc
 | 2001 |
Receivables Financing Facility Agreement
Receivables Financing Facility Agreement (128K)
Doc #292758: Click preview link for longer preview.
RECEIVABLES FINANCING FACILITY AGREEMENT
RECEIVABLES FINANCING FACILITY AGREEMENT, dated as of the 28th day of February, 2001, by and between (i) OCWEN FEDERAL BANK FSB, a federal savings bank, as Lender and Pledgee (the "Lender"), and (ii) NEW CENTURY MORTGAGE CORPORATION, a California corporation, as Borrower and Pledgor (the "Borrower").
R E C I T A L S
WHEREAS, the Borrower desires to enter into this Agreement (as defined herein) and the Note (as defined herein); and
WHEREAS, the Borrower will incur monetary and other obligations to the Lender pursuant to this Agreement and the Note; and
WHEREAS, the Borrower, as master servicer with respect to those certain securitization transactions listed on Exhibit C hereto (the "Securitization Transactions"), shall be entitled to Receivables (as defined herein) from the applicable trust that owns the underlying Mortgage Loans (as defined herein); and
WHEREAS, all of the right, title and interest in the Receivables and the Other Assets (as defined herein) are intended to be and shall be the assets of the Borrower; and
WHEREAS, Lender is willing to provide the Borrower with a one-time Loan in consideration of the pledge of the Collateral (as defined herein) and on the terms and conditions set forth herein; and
WHEREAS, it is a condition precedent to the obligation of Lender to enter into this Agreement and to make the Loan hereunder to the Borrower, that the Borrower shall have executed and delivered UCC-1 financing statements evidencing the lien on the the Pledged Assets in favor of Lender;
NOW THEREFORE in consideration of the premises and mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
Section 1. Definitions. When used herein, the following terms shall have the meanings set forth below:
"Affiliate" shall mean, with respect to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For
{PAGE}
purposes of this definition, control of a Person shall mean the power, direct or indirect, (i) to vote 25% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.
"Agreement" shall mean this Receivables Financing Facility Agreement, as the same may be amended, supplemented or otherwise modified from time to time.
"Borrower" shall mean New Century Mortgage Corporation, a California corporation, and any successor thereto.
"Business Day" shall mean any day other than a Saturday, Sunday or any day on which federal reserve banks or the Lender are not authorized or required to close.
"Capital Stock" shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.
"Cash" shall mean all cash and cash equivalents, as shown on the consolidated balance sheet of the Borrower prepared in accordance with GAAP, including, without limitation, all deposit accounts of the Borrower with the Lender or any other financial institution.
"Code" shall mean the Internal Revenue Code of 1986, together with all amendments from time to time thereto.
"Collateral" shall have the meaning set forth in Section 3.1 hereof.
"Collateral Deficiency" shall have the meaning set forth in Section 3.5(a) hereof.
"Collateral Value" shall mean with respect to the Loan and any of the Collateral securing the Loan, the value determined by the Lender in its sole discretion.
"Default" shall mean an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
"ERISA Affiliate" shall mean any trade or business (whether or not incorporated) that is a member of a group that is treated as a single employer under Section 414 of the Code of which the Borrower is a member.
2 {PAGE}
"Event of Default" shall have the meaning set forth in Section 9 hereof.
"Facility Amount" shall mean (a) initially, $18,000,000, and (b) following the date that any Loan is made pursuant to Section 2.2(c), the sum of (i) the amount of the initial Loan made hereunder, plus (ii) the amount of the Loan made pursuant to Section 2.2(c).
"Foreclosure Advance" shall mean a recoverable advance made by Borrower for T&I Payments or the costs of repair or enforcement in connection with the foreclosure or other enforcement of a Mortgage Loan which is part of the underlying pool of Mortgage Loans backing a Securitization Transaction.
"Foreclosure Advance Receivable" shall mean as of any date of determination, a valid, readily enforceable claim of the Borrower to retain amounts received or to be received from an obligor, or out of the foreclosure proceeds, under a Mortgage Loan serviced by the Borrower to reimburse the Borrower for a Foreclosure Advance.
"GAAP" shall mean generally accepted accounting principles as in effect in the United States, as may be in place from time to time, on a consistent basis.
"Guarantee" shall mean any obligation, contingent or otherwise, of any Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the "primary obligor") in any manner, whether directly or otherwise, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any direct or indirect security therefor, (b) to purchase property, securities, or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness, (c) to maintain working capital, equity capital, or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Indebtedness or otherwise to protect the owner thereof against loss in respect thereof, or (d) entered into for the purpose of assuring in any manner the owner of such Indebtedness of the payment of such Indebtedness or to protect such owner against loss in respect thereof; provided, that the term "Guarantee" shall not include endorsements for collection or deposit, in each case in the ordinary course of business.
"Indebtedness" shall mean with respect to any Person at any time, without duplication, all obligations of such Person which, in accordance with GAAP, consistently applied, should be classified as liabilities on an unconsolidated balance sheet of such Person, but in any event shall include: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or accrued, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services, but excluding accrued expenses and trade payables incurred and paid in the ordinary course of business, (f) all obligations of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all capitalized
292758
|
CSFB Mortgage
As referenced in this Receivables Financing Facility Agreement:
Credit
Suisse First Boston Mortgage Securities – as Trustee
and U.S. Bank National Association, as Trust Administrator.
25. Pooling and Servicing Agreement, dated as of June 1, 2000, among Credit
Suisse First Boston Mortgage Securities Corp., as Depositor, New Century
Mortgage Corporation and Option One Mortgage Corporation, as Master
Servicers, U.S. Bank National Association, as Trust Administrator _____________
dt 249943
;
National City
As referenced in this Receivables Financing Facility Agreement:
National City Bank, – as Depositor, New Century
Mortgage Corporation and Option One Mortgage Corporation, as Master
Servicers, U.S. Bank National Association, as Trust Administrator and
National City Bank, as Trustee for Home Equity Loan Pass-Through
Certificates, Series 2000-HE1.
C-4
{PAGE}
EXHIBIT D
[FORM OF OPINION OF COUNSEL _____________
dt 245773
;
|
New Century
As referenced in this Receivables Financing Facility Agreement:
New
Century Mortgage Securities, – Administrator for Floating Rate
Mortgage Pass-Through Certificates, Series 1999-NC4.
20. Pooling and Servicing Agreement, dated as of September 1, 1999, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Master Servicer, Firstar Bank Milwaukee, N.A., as Trustee
and U.S. Bank National _____________
New
Century Mortgage Securities, – Administrator for Floating
Rate Mortgage Pass-Through Certificates, Series 1999-NC5.
22. Pooling and Servicing Agreement, dated as of December 1, 1999, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Servicer, NC Capital Corporation as Seller, Firstar Bank,
N.A., as Trustee and U. _____________
New
Century Mortgage Securities, – Administrator for New Century Home Equity Loan Trust, Series 1999-NCD.
23. Pooling and Servicing Agreement, dated as of March 1, 2000, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Master Servicer,
C-3
{PAGE}
Firstar Bank, N.A., as Trustee and U.S. _____________
New
Century Mortgage Securities, – Administrator for New Century Home Equity Loan Trust, Series
2000-NC1.
24. Pooling and Servicing Agreement, dated as of June 1, 2000, among New
Century Mortgage Securities, Inc., as Depositor, New Century Mortgage
Corporation, as Master Servicer, Firstar Bank, N.A., as Trustee and U.S.
Bank National Association, _____________
New Century Mortgage Securities, – amended by Amendment No. 1 dated as
of July 31, 2000 and Amendment No. 2 dated as of September 15, 2000, each
among New Century Mortgage Securities, Inc., as Depositor, New Century
Mortgage Corporation, as Master Servicer, Firstar Bank, N.A., as Trustee
and U.S. Bank National Association, _____________
dt 249938
;
U.S. Bank, NA
As referenced in this Receivables Financing Facility Agreement:
U.S. Bank National Association
– total assets of the Borrower over
total liabilities of the Borrower, determined in accordance with GAAP.
"Permitted Lien" shall mean the interest of U.S. Bank National Association
on the Other Assets pursuant to the U.S. Bank Repurchase Agreement, which
interest is senior to the lien of the Lender _____________
U.S. Bank
National Association, – York.
"U.S. Bank Repurchase Agreement" shall mean that certain Restated Purchase
Agreement, dated as of July 31, 2000, between the Borrower and U.S. Bank
National Association, as amended.
Section 2. The Loan.
2.1 Agreement to Lend. Subject to the terms and conditions of this
Agreement, and provided _____________
U.S. Bank National Association – i) Liens incurred in connection with that certain Fourth Amended
and Restated Credit Agreement, dated as of May 26, 1999, among the Borrower,
U.S. Bank National Association and the lender parties thereto.
5.10 Investments. The Borrower will not, directly or indirectly, make or
own any Investment, except Investments in ( _____________
U.S. Bank National Association – collateral" thereunder, to be filed in each jurisdiction in which it is
necessary to file to perfect a security interest in Collateral;
(e) U.S. Bank National Association shall have consented in writing
to the Lender's subordinate interest in the Other Assets; and
(f) With respect to the collections received _____________
U.S. Bank National Association – s subordinate interest in the Other Assets; and
(f) With respect to the collections received by the Borrower on the
underlying Mortgage Loans, U.S. Bank National Association shall have agreed to
set up a tri-party agreement or similar agreement (the "Tri-Party Agreement")
whereby, upon the Borrower's failure _____________
dt 248799
|
Preview
Full Doc
 | 2004 |
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3 (4K)
Doc #363383: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-5.1 {SEQUENCE}3 {FILENAME}d287931.txt {DESCRIPTION}OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP {TEXT} Exhibit 5.1
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp. 11 Madison Avenue New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3 ------------------------------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
363383
|
CSFB Mortgage
As referenced in this Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}3
{FILENAME}d287931.txt
{DESCRIPTION}OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
{TEXT}
Exhibit 5.1
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates Registration Statement on Form _____________
Credit Suisse First Boston Mortgage Securities Corp. – DESCRIPTION}OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
{TEXT}
Exhibit 5.1
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates Registration Statement on Form S-3
------------------------------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
_____________
Credit Suisse First Boston Mortgage Securities Corp. – Contract
Pass-Through Certificates Registration Statement on Form S-3
------------------------------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3, to be filed by Credit Suisse First Boston Mortgage Securities Corp. , a
Delaware corporation (the "Registrant"), with the Securities and Exchange
Commission on December 3, 2004 (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, _____________
Credit Suisse First Boston Mortgage Securities Corp. – to the benefits of the Pooling and Servicing Agreement or the
Trust Agreement, as applicable, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent
{PAGE}
Credit Suisse First Boston Mortgage Securities Corp.
December 3, 2004
Page 2
conveyance, moratorium, or other laws relating to or affecting the rights of
creditors generally and general principles of equity, including without
limitation, concepts of _____________
dt 1362469
;
|
Orrick
As referenced in this Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3:
ORRICK, HERRINGTON – {DOCUMENT}
{TYPE}EX-5.1
{SEQUENCE}3
{FILENAME}d287931.txt
{DESCRIPTION}OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
{TEXT}
Exhibit 5.1
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston _____________
Orrick, Herrington – the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
{/TEXT}
{/DOCUMENT} _____________
ORRICK, HERRINGTON – of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
{/TEXT}
{/DOCUMENT} _____________
dt 797874
|
Preview
Full Doc
 | 2004 |
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3 (3K)
Doc #363384: Click preview link for longer preview.
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3 ----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage
363384
|
CSFB Mortgage
As referenced in this Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3:
Credit Suisse First Boston Mortgage Securities Corp. – EX-5.2
{SEQUENCE}4
{FILENAME}d287252.txt
{DESCRIPTION}OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP
{TEXT}
[LETTERHEAD OF SIDLEY AUSTIN BROWN & WOOD LLP]
Exhibit 5.2
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
----------------------------------------------------
Ladies and Gentlemen:
We have acted as _____________
Credit Suisse First Boston Mortgage Securities Corp. – TEXT}
[LETTERHEAD OF SIDLEY AUSTIN BROWN & WOOD LLP]
Exhibit 5.2
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage
Securities Corp., a Delaware corporation (the "Company"), in connection _____________
Credit Suisse First Boston Mortgage
Securities Corp. – Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage
Securities Corp. , a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement") relating to
the Certificates (defined below) and the authorization and issuance _____________
dt 1362470
;
|
Sidley Austin
As referenced in this Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3:
SIDLEY AUSTIN – {DOCUMENT}
{TYPE}EX-5.2
{SEQUENCE}4
{FILENAME}d287252.txt
{DESCRIPTION}OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP
{TEXT}
[LETTERHEAD OF SIDLEY AUSTIN BROWN & WOOD LLP]
Exhibit 5.2
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, _____________
SIDLEY AUSTIN – {DOCUMENT}
{TYPE}EX-5.2
{SEQUENCE}4
{FILENAME}d287252.txt
{DESCRIPTION}OPINION OF SIDLEY AUSTIN BROWN & WOOD LLP
{TEXT}
[LETTERHEAD OF SIDLEY AUSTIN BROWN & WOOD LLP]
Exhibit 5.2
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston _____________
Sidley Austin – Act or the Rules and Regulations of the Securities and
Exchange Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP
2
{/TEXT}
{/DOCUMENT} _____________
dt 765074
|
Preview
Full Doc
 | 2004 |
Opinion Letter
Opinion Letter (9K)
Doc #363385: Click preview link for longer preview.
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp. 11 Madison Avenue New York, New York 10010
Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract PASS-THROUGH CERTIFICATES REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "Registrant") in connection with the registration under the Securities Act of 1933, as amended (the "1933 Act"), of Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates (the "Certificates") and the related preparation and filing of a Registration Statement on Form S-3 (the "Registration Statement") and various amendments. The Certificates are issuable in series under separate pooling and servicing agreements (each such agreement, a "Pooling and Servicing Agreement"), among the Registrant, one or more servicers to be identified in the prospectus supplement for such series of Certificates and a trustee to be identified in the prospectus supplement for such series of Certificates. Each Agreement will be substantially in the form filed as an Exhibit to the Registration Statement.
In rendering this opinion letter, as to relevant factual matters we have examined the documents described above and such other documents as we have deemed necessary including, where we have deemed appropriate, representations or certifications of officers of parties thereto or public officials. In rendering this opinion letter, except for the matters that are specifically addressed in the opinions expressed below, with your permission we have assumed, and are relying thereon without independent investigation, (i) the authenticity of all documents submitted to us as originals or as copies thereof, and the conformity
363385
|
CSFB Mortgage
As referenced in this Opinion Letter:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-5.3
{SEQUENCE}5
{FILENAME}d282593.txt
{DESCRIPTION}OPINION OF THACHER PROFFITT & WOOD LLP
{TEXT}
Exhibit 5.3
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
PASS-THROUGH CERTIFICATES REGISTRATION STATEMENT ON FORM S- _____________
Credit Suisse First Boston Mortgage Securities Corp. – txt
{DESCRIPTION}OPINION OF THACHER PROFFITT & WOOD LLP
{TEXT}
Exhibit 5.3
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
PASS-THROUGH CERTIFICATES REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Credit Suisse First Boston Mortgage _____________
Credit Suisse First Boston Mortgage Securities
Corp. – Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
PASS-THROUGH CERTIFICATES REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Credit Suisse First Boston Mortgage Securities
Corp. , a Delaware corporation (the "Registrant") in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
Conduit Mortgage and Manufactured Housing Contract Pass- _____________
dt 1362471
;
|
Thacher Proffitt
As referenced in this Opinion Letter:
THACHER PROFFITT – {DOCUMENT}
{TYPE}EX-5.3
{SEQUENCE}5
{FILENAME}d282593.txt
{DESCRIPTION}OPINION OF THACHER PROFFITT & WOOD LLP
{TEXT}
Exhibit 5.3
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Credit Suisse First Boston Mortgage _____________
Thacher Proffitt – or 11(a)(4)
of the 1933 Act, or "experts" within the meaning of Section 11 thereof, with
respect to any portion of the Registration Statement.
Very truly yours,
/s/ Thacher Proffitt & Wood LLP
3
{/TEXT}
{/DOCUMENT} _____________
dt 764500
|
Preview
Full Doc
 | 2004 |
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3 (4K)
Doc #363386: Click preview link for longer preview.
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3 ----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage Securities
363386
|
CSFB Mortgage
As referenced in this Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Registration Statement on Form S-3:
Credit Suisse First Boston
Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-5.4
{SEQUENCE}6
{FILENAME}d287250.txt
{DESCRIPTION}OPINION OF MCKEE NELSON LLP
{TEXT}
Exhibit 5.4
December 3, 2004
Credit Suisse First Boston
Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
----------------------------------------------------
Ladies and Gentlemen:
We have acted as _____________
Credit Suisse First Boston Mortgage Securities Corp. – txt
{DESCRIPTION}OPINION OF MCKEE NELSON LLP
{TEXT}
Exhibit 5.4
December 3, 2004
Credit Suisse First Boston
Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage Securities
Corp., a Delaware corporation (the "Company"), in connection _____________
Credit Suisse First Boston Mortgage Securities
Corp. – Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
----------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage Securities
Corp. , a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement") relating to
the Certificates (defined below) and with the authorization and _____________
dt 1362472
| |
Preview
Full Doc
 | 2004 |
Opinion Letter Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates
Opinion Letter Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates (4K)
Doc #363387: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-5.5 {SEQUENCE}7 {FILENAME}d287254.txt {DESCRIPTION}OPINION OF CADWALADER, WICKERSHAM & TAFT LLP {TEXT} Exhibit 5.5
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp. Eleven Madison Avenue, 5th Floor New York, New York 10010-3629
Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates --------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Credit Suisse First Boston
363387
|
CSFB Mortgage
As referenced in this Opinion Letter Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-5.5
{SEQUENCE}7
{FILENAME}d287254.txt
{DESCRIPTION}OPINION OF CADWALADER, WICKERSHAM & TAFT LLP
{TEXT}
Exhibit 5.5
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 5th Floor
New York, New York 10010-3629
Re: Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special _____________
Credit Suisse First Boston
Mortgage Securities Corp. – Madison Avenue, 5th Floor
New York, New York 10010-3629
Re: Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates
--------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"), in connection with the Depositor's
Registration Statement on Form S-3 (the "Registration Statement"). The
Registration Statement is being filed today with the Securities and Exchange
_____________
Credit Suisse First Boston
Mortgage Securities Corp. – interests in a Delaware statutory
trust and we express no opinion with respect to any Series of Securities for
which we do not act as counsel to the Depositor.
{PAGE}
Credit Suisse First Boston
Mortgage Securities Corp. -2- December 3, 2004
Based on and subject to the foregoing, we are of the opinion
that:
1. When the Securities of a Series have been duly executed,
authenticated, _____________
dt 1362473
;
|
Cadwalader
As referenced in this Opinion Letter Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates:
CADWALADER, – {DOCUMENT}
{TYPE}EX-5.5
{SEQUENCE}7
{FILENAME}d287254.txt
{DESCRIPTION}OPINION OF CADWALADER, WICKERSHAM & TAFT LLP
{TEXT}
Exhibit 5.5
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue, 5th Floor
New York, New York 10010-3629
Re: _____________
Cadwalader, – construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft LLP
{/TEXT}
{/DOCUMENT} _____________
dt 774238
|
Preview
Full Doc
 | 2004 |
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3
Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3 (6K)
Doc #363388: Click preview link for longer preview.
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp. 11 Madison Avenue New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3 ------------------------------------------------------------
Ladies and Gentlemen:
We have advised Credit Suisse First Boston Mortgage Securities Corp. (the "Registrant") with respect to federal income tax aspects of the issuance by the Registrant of its Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates (the "Certificates"), issuable in series (each, a "Series"). In connection therewith we have prepared the description of federal income tax consequences to holders of the Certificates that appears under the heading "Material Federal Income Tax Consequences" in the prospectus (the "Prospectus") forming a part of the Registration Statement on Form S-3 (the "Registration Statement") filed on December 3, 2004 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). In our opinion, such discussion is a discussion of the material federal income tax consequences of purchasing, holding and disposing of the Certificates (and also includes a discussion of certain minor and incidental consequences as well). In our opinion, to the extent the description of the material federal income tax consequences of purchasing, holding and disposing of the Certificates is a discussion of law or legal conclusions, such description is true and correct in all material respects. To the extent that such discussion explicitly states our opinion, we hereby confirm and adopt such opinion herein. In our opinion: (1) with respect to each Series of REMIC certificates (issued as
363388
|
CSFB Mortgage
As referenced in this Opinion Letter Re: Credit Suisse First Boston Mortgage Securities Corp. Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates Registration Statement on Form S-3:
Credit Suisse First Boston Mortgage Securities Corp. – {DOCUMENT}
{TYPE}EX-8.1
{SEQUENCE}8
{FILENAME}d287930.txt
{DESCRIPTION}OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
{TEXT}
Exhibit 8.1
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates Registration Statement on Form _____________
Credit Suisse First Boston Mortgage Securities Corp. – DESCRIPTION}OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP
{TEXT}
Exhibit 8.1
December 3, 2004
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates Registration Statement on Form S-3
------------------------------------------------------------
Ladies and Gentlemen:
We have advised Credit Suisse First Boston Mortgage Securities Corp.
(the " _____________
Credit Suisse First Boston Mortgage Securities Corp. – 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates Registration Statement on Form S-3
------------------------------------------------------------
Ladies and Gentlemen:
We have advised Credit Suisse First Boston Mortgage Securities Corp.
(the "Registrant") with respect to federal income tax as
|