Mortgage Loan Purchase Agreement

Mortgage Loan Purchase Agreement

This Mortgage Loan Purchase Agreement (this ""), dated as of , is made by and between , a Delaware limited liability company ("Seller") and , a Delaware corporation (the "Depositor").

RECITALS

I Capitalized terms used herein without definition have the meanings ascribed to them in the Schedule of Transaction Terms attached hereto as Schedule I, which is incorporated herein by this reference, or, if not defined therein, in the Pooling and Servicing Agreement.

II On the Closing Date, and on the terms set forth herein, Seller has agreed to sell to Depositor and Depositor has agreed to purchase from Seller the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Schedule II. Depositor intends to deposit the Mortgage Loans and other assets into the Trust Fund created pursuant to the Pooling and Servicing Agreement and to cause the issuance of the Certificates.

AGREEMENT

NOW, THEREFORE, on the terms and conditions set forth below and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Depositor and Seller agree as follows:

Section 1. Transactions on or Prior to the Closing Date.

On or prior to the Closing Date, Seller shall have delivered the Mortgage Files with respect to each of the Mortgage Loans listed in the Mortgage Loan Schedule to The Chase Manhattan Bank as custodian (in such capacity, the "Custodian") or as trustee (in such capacity, the "Trustee"), against receipt by Seller of a trust receipt, pursuant to an arrangement between Seller and the Custodian.

Section 2. Closing Date Actions.

The sale of the Mortgage Loans shall take place on the Closing Date, subject to and simultaneously with the deposit of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and the sale of (a) the Offered Certificates by Depositor to the Underwriters pursuant to the Underwriting Agreement and (b) the Private Certificates by Depositor to the Initial Purchaser pursuant to the Certificate Purchase Agreement.

The closing shall take place at the offices of , or such other location as agreed upon between the parties hereto.

On the Closing Date, the following actions shall take place in sequential order on the terms set forth herein:

(i) Seller shall sell to Depositor, and Depositor shall purchase from Seller, the Mortgage Loans pursuant to this Agreement for the Mortgage Loan Purchase Price payable in accordance with instructions previously provided to Depositor by Seller.

(ii) Pursuant to the terms of the Pooling and Servicing Agreement, Depositor shall sell all of its right, title and interest in and to the Mortgage Loans to the Trustee for the benefit of the Holders of the Certificates.

(iii) Depositor shall sell to the Underwriters, and the Underwriters shall purchase from Depositor, the Offered Certificates pursuant to the Underwriting Agreement, and Depositor shall sell to the Initial Purchaser, and the Initial Purchaser shall purchase from Depositor, the Private Certificates pursuant to the Certificate Purchase Agreement.

(iv) The Underwriters will offer the Offered Certificates for sale to the public pursuant to the Prospectus and the Prospectus Supplement and the Initial Purchaser will privately place certain classes of the Certificates pursuant to the Offering Circular.

Section 3. Conveyance of Mortgage Loans.

On the Closing Date, Seller shall sell, convey, assign and transfer, without recourse except as provided herein, to Depositor, free and clear of any liens, claims or other encumbrances, all of Seller's right, title and interest in, to and under each of the Mortgage Loans identified on the Mortgage Loan Schedule and all property of Seller described in Section 19 of this Agreement.

Each Mortgage File shall contain the following documents:

(a) the original Mortgage Note, or with respect to those Mortgage Loans listed in Schedule IV hereto, a "lost note" affidavit substantially in the form of Exhibit B hereto and a true and complete copy of the Mortgage Note;

(b) a duplicate original Mortgage (or a certified copy thereof from the applicable recording office) and originals (or certified copies) of any intervening assignments thereof;

(c) an original (or a true and complete copy if the original has been sent by the Seller for recordation) Assignment of Mortgage substantially in the form of Exhibit C hereto, in recordable form;

(d) an original Assignment of Leases (if such item is a document separate from the Mortgage), in recordable form;

(e) any related assignment of Assignment of Leases substantially in the form of Exhibit C hereto and the originals or copies of any intervening assignments thereof;

(f) an original or a true and complete copy of any related Security Agreement and the originals or copies of any intervening assignments thereof;

(g) an original assignment of any related Security Agreement, in recordable form, executed by Seller in favor of The Chase Manhattan Bank, as trustee;

(h) originals or true and complete copies of all assumption, modification, written assurance and substitution agreements, with evidence of recording thereon, where appropriate;

(i) the original lender's title insurance policy or a copy thereof effective as of the date of recordation of the related Mortgage Loan, together with endorsements or riders;

(j) the original or a true and complete copy of any guaranty of the obligations of the Mortgagor;

(k) all UCC Financing Statements and continuation statements or copies thereof filed with respect to the Mortgage Loans;

(l) the original or a true and complete copy of the power of attorney granted by the Mortgagor, if applicable;

(m) any intercreditor agreement relating to any debt of a Borrower secured by the related Mortgaged Property other than the related Mortgage Loan;

(n) any related Lock-Box Agreement or Cash Collateral Agreement; copies of UCC-1, UCC-2 or UCC-3 financing statements, if any;

(o) any Loan Agreement;

(p) any Credit Leases and all other documents or amendments related thereto;

(q) any environmental insurance policies;

(r) the original Residual Value Policy;

(s) letters of credit, if any, relating to the Additional Collateral Loans;

(t) the related intercreditor agreement, if any;

(u) the applicable participation documents, including the Participation and Intercreditor Agreement and Co-Lender Agreement relating to the L'Enfant Loan; and

(v) any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Section 4. Depositor's Conditions to Closing.

The obligations of Depositor under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions:

(a) Seller obligations performed; Seller representations true and correct; no material default has occurred.

(b) Depositor, or its counsel, shall have received in escrow the closing documents required, including Mortgage Files, Mortgage Loan Schedule, officer's certificate, and opinions.

Section 5. Seller's Conditions to Closing.

The obligations of Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions:

(a) Depositor obligations performed; Seller representations true and correct; no material default has occurred.

(b) Seller shall have received the closing documents required, including an officer's certificate of Depositor and other requested documents.

Section 6. Representations and Warranties of Seller.

Seller is duly organized, validly existing and in good standing under Delaware law.

Execution and delivery of this Agreement do not conflict with Seller's obligations or authority.

This Agreement is valid, binding and enforceable against Seller.

No required consent, approval, authorization or filing remains outstanding.

No litigation is pending or threatened that would materially and adversely affect the Mortgage Loans or Seller's ability to perform.

Section 7. Obligations of Seller.

Seller's representations and warranties shall survive the sale of the Mortgage Loans. Upon discovery of any Defect, Depositor or its assignee shall promptly notify Seller in writing and request cure within 90 days. If not cured, Seller shall purchase such Mortgage Loan from the Trust Fund.

If any Breach materially and adversely affects the interests of Depositor or the Certificateholders, Seller shall cure the Breach or purchase the affected Mortgage Loan at the Purchase Price.

Section 8. Representations and Warranties of Depositor.

Depositor is duly organized and validly existing under the laws of the State of Delaware.

Execution and delivery of this Agreement are duly authorized and do not conflict with Depositor's obligations.

This Agreement is a legal, valid and binding instrument enforceable against Depositor.

No litigation is pending or threatened that could materially and adversely affect the consummation of the transactions.

Section 9. Survival of Certain Representations, Warranties and Covenants.

The respective representations and warranties set forth in or made pursuant to this Agreement, and the respective obligations of the parties under Sections 7 and 11, will survive payment, delivery of the Certificates or termination of this Agreement.

Section 10. Accountant's Letters.

On or before the Closing Date, PriceWaterhouseCoopers LLP will have reviewed the Mortgage Loans and will compare those characteristics to the description in the Prospectus Supplement, the Offering Circular, Seller's files and, if applicable, Form 8-K information.

Section 11. Expenses; Recording Costs.

Seller agrees to pay all recording and filing fees incurred in connection with the recording or filing of the documents listed in Section 3 of this Agreement.

Section 12. Notices.

If sent to Depositor:

Credit Suisse First Boston Mortgage Securities Corp., Eleven Madison Avenue, 5th Floor, New York, New York 10010, Attention: Allan J. Baum, Telecopy No.: (212) 325-8162.

If sent to Seller:

Credit Suisse First Boston Mortgage Capital LLC, Eleven Madison Avenue, New York, New York 10010, Attention: President, Telecopy No.: (212) 325-8160.

Section 13. Examination of Mortgage Files.

Seller will make the Mortgage Files available to Depositor or its agent for examination during normal business hours at Seller's offices or such other location as agreed upon by the parties.

Section 14. Successors.

This Agreement shall inure to the benefit of and shall be binding upon Seller and Depositor and their respective successors and legal representatives.

Section 15. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements to be made and performed entirely within such State.

Section 16. Severability.

If any provision of this Agreement shall be prohibited or invalid under applicable law, this Agreement shall be ineffective only to such extent.

Section 17. Further Assurances.

Depositor and Seller agree to execute and deliver such instruments and take such actions as the other parties may reasonably request.

Section 18. Counterparts.

This Agreement may be executed in counterparts, each of which when executed and delivered will be an original.

Section 19. Treatment as Security Agreement.

It is the express intent of the parties that the conveyance of the Mortgage Loans be construed as a sale. However, if the conveyance is deemed to create a security interest, the following applies:

This Agreement shall create a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code.

Seller grants a security interest in the listed collateral, proceeds and related rights.

Possession of the Mortgage Notes and related documents shall be deemed possession by the secured party.

Notifications and acknowledgments shall be deemed effective for perfection of such security interest.

Section 20. Recordation of Agreement.

To the extent permitted by applicable law, this Agreement is subject to recordation following the Closing Date in all appropriate public offices, at Seller's expense at the direction of Depositor.

IN WITNESS WHEREOF

The parties have caused this Mortgage Loan Purchase Agreement to be duly executed and delivered as of the date first above written.

SCHEDULE I - SCHEDULE OF TRANSACTION TERMS

This Schedule of Transaction Terms is appended to and incorporated by reference in the Mortgage Loan Purchase Agreement dated as of October 11, 1999, between the Seller and the Depositor.

means the borrower under the Mortgage Loan.

means the Certificate Purchase Agreement dated November 10, 1999.

means each class of the Certificates Series 1999-C1.

means November 10, 1999.

means the Internal Revenue Code of 1986, as amended.

means October 11, 1999.

means the environmental audit report with respect to each Mortgaged Property.

means Credit Suisse First Boston Corporation.

means any employee of Seller designated as an investment officer.

means the loan agreement, if any, between the Originator and Borrower.

means the pool of Mortgage Loans, which are the primary assets of the Trust Fund.

means the amount described in Section 2 of the Agreement.

means the mortgage loans to be sold to Depositor.

means the Class A-1, A-2, A-X, B, C, D, E and F Certificates.

means the confidential offering circular dated November 5, 1999.

means any institution which originated a Mortgage Loan for a related Borrower.

means the Pooling and Servicing Agreement creating the Trust Fund.

means the Prospectus dated October 12, 1999.

means the Prospectus Supplement dated November 4, 1999.

means Credit Suisse First Boston Corporation and Morgan Stanley Mortgage Capital Inc.

means the Underwriting Agreement dated November 5, 1999.