<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 333-61305
Prospectus Supplement
(To prospectus dated February 19, 1999)
$268,044,000
(Approximate)
ICCMAC Multifamily and Commercial Trust 1999-1
(Issuer)
Collateralized Mortgage Bonds
Series 1999-1
ICCMAC Multifamily and Commercial Trust 1999-1, a trust to be established by
Imperial Credit Commercial Mortgage Acceptance Corp., is offering eight
classes of its Series 1999-1 Collateralized Mortgage Bonds, which are secured
by a pool of 803 adjustable rate and fixed rate multifamily and commercial
mortgage loans with original terms to maturity of not more than 360 months.
The Series 1999-1 Bonds are non-recourse obligations of ICCMAC Multifamily and
Commercial Trust 1999-1. Neither the bonds nor the mortgage loans are insured
or guaranteed by any governmental agency or any other person or entity.
<TABLE>
- ---------------------------------------------------------------------------------------
<CAPTION>
Initial Principal Amount(1) Bond Interest Rate
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Class A-1 $100,000,000 LIBOR + 0.28%(2)
- ---------------------------------------------------------------------------------------
Class A-2 $ 94,831,000 LIBOR + 0.42%(2)
- ---------------------------------------------------------------------------------------
Class S $ 12,150,000(3) (3)
- ---------------------------------------------------------------------------------------
Class A-3 $ 17,447,000 LIBOR + 0.60%(2)
- ---------------------------------------------------------------------------------------
Class B $ 11,631,000 LIBOR + 0.88%(2)
- ---------------------------------------------------------------------------------------
Class C $ 14,539,000 LIBOR + 1.55%(2)
- ---------------------------------------------------------------------------------------
Class D $ 13,085,000 LIBOR + 2.00%(2)
- ---------------------------------------------------------------------------------------
Class E $ 4,361,000 LIBOR + 2.35%(2)
- ---------------------------------------------------------------------------------------
</TABLE>
- -------
(Footnotes to table on page S-5)
Investing in the offered bonds involves risks. See "Risk Factors" beginning on
page S-24 in this prospectus supplement and page 22 of the prospectus.
We will not list the offered bonds on any national securities exchange or on
any automated quotation system of any registered securities associations such
as NASDAQ.
Neither the Securities and Exchange Commission nor state securities regulators
have approved or disapproved of the offered bonds or determined if this
prospectus supplement or the accompanying prospectus are truthful or complete.
Any representation to the contrary is a criminal offense.
The underwriters, J.P. Morgan Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC, will purchase the Class A-1, Class A-
2, Class S, Class A-3, Class B and Class C bonds from ICCMAC Multifamily and
Commercial Trust 1999-1 and will offer them to the public at negotiated prices
determined at the time of sale. The underwriters expect to deliver such bonds
to purchasers on or about March 10, 1999. We expect to receive from this
offering approximately 99.2263% of the initial principal amount of the offered
bonds (other than the Class D and Class E bonds), before deducting offering
expenses paid by us. Imperial Credit Commercial Mortgage Acceptance Corp. may
offer the Class D and Class E bonds to the public from time to time, directly
or through an underwriter or agent, in negotiated transactions or otherwise at
varying prices which will be determined at the time of sale. The proceeds to
Imperial Credit Commercial Mortgage Acceptance Corp. from any sale of the
Class D or Class E bonds will equal the difference between the price paid to
Imperial Credit Commercial Mortgage Acceptance Corp. for such bonds and the
sum of its related expenses and the compensation paid to any underwriter or
agent.
J.P. Morgan & Co.
Prudential Securities
Imperial Capital, LLC
March 5, 1999
<PAGE>
Important Notice about Information Presented in this
Prospectus Supplement and the Accompanying Prospectus
Information about the offered bonds is contained in two separate documents
that progressively provide more detail: (a) the accompanying prospectus, which
provides general information, some of which may not apply to the offered
bonds; and (b) this prospectus supplement, which describes the specific terms
of the offered bonds. If the terms of the offered bonds vary between this
prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.
You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to
provide you with information that is different from that contained in this
prospectus supplement and the prospectus. The information in this prospectus
supplement is accurate only as of the date of this prospectus supplement.
This prospectus supplement and the accompanying prospectus include cross
references to sections in these materials where you can find further related
discussions. The tables of contents in this prospectus supplement and in the
prospectus identify the pages where these sections are located.
Certain capitalized terms are defined and used in this prospectus supplement
and in the prospectus to assist you in understanding the terms of the offered
bonds and this offering. The capitalized terms used in this prospectus
supplement are defined on the pages indicated under the caption "Index of
Principal Definitions" beginning on page S-145 in this prospectus supplement.
The capitalized terms used in the prospectus are defined on the pages
indicated under the caption "Index of Principal Definitions" beginning on page
118 in the prospectus.
In this prospectus supplement, the terms, "we," "us" and "our" refer to
Imperial Credit Commercial Mortgage Acceptance Corp.
----------------
FORWARD-LOOKING STATEMENTS
In this prospectus supplement and the accompanying prospectus, we use certain
forward-looking statements. Such forward-looking statements are found in the
material, including each of the tables, set forth under "Risk Factors" and
"Yield and Maturity Considerations" in this prospectus supplement. Forward-
looking statements are also found elsewhere in this prospectus supplement and
the accompanying prospectus and include words like "expects," "intends,"
"anticipates," "estimates" and other similar words. Such statements are
intended to convey our projections or expectations as of the date of this
prospectus supplement. Such statements are inherently subject to a variety of
risks and uncertainties. Actual results could differ materially from those we
anticipate due to changes in, among other things:
.economic conditions and industry competition,
.political and/or social conditions, and
.the law and government regulatory initiatives.
We will not update or revise any forward-looking statement to reflect changes
in our expectations or changes in the conditions or circumstances on which
such statements were originally based.
----------------
Until June 4, 1999 all dealers that buy, sell or trade the offered bonds,
whether or not participating in this offering, may be required to deliver a
prospectus supplement and the accompanying prospectus. This is in addition to
the dealers' obligation to deliver a prospectus supplement and the
accompanying prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
S-2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
EXECUTIVE SUMMARY......................................................... S-5
SUMMARY OF PROSPECTUS SUPPLEMENT.......................................... S-6
RISK FACTORS.............................................................. S-24
Limited Assets........................................................... S-24
Risks Relating to Borrower Default....................................... S-24
Special Prepayment Considerations........................................ S-25
Special Yield Considerations............................................. S-26
Basis Risk............................................................... S-27
Nonrecourse Loans Limit Remedies Following Borrower Default.............. S-28
Certain Legal Considerations............................................. S-28
Subordination of Subordinated Bonds...................................... S-29
Commercial Lending is Dependent Upon Net Operating Income................ S-30
Property Value May be Adversely Affected Even When Current Net Operating
Income is Not........................................................... S-31
Lack of Skillful Property Management Entails Risks....................... S-31
Property Managers May Experience Conflicts of Interest in Managing
Multiple Properties..................................................... S-31
Conflicts of Interests Between the Special Servicer and the Issuer....... S-32
Changes in Zoning Laws May Affect Ability to Repair or Restore Mortgaged
Property................................................................ S-32
Compliance with Americans with Disabilities Act May Result in Additional
Costs................................................................... S-32
Appraisals Have Certain Limitations...................................... S-32
Authority to Effect Other Borrowings Entails Risks....................... S-33
Geographic Concentration Entails Risks................................... S-33
Some Mortgaged Properties May Not Be Readily Convertible to Alternative
Uses.................................................................... S-34
Multifamily Properties Have Special Risks................................ S-34
Retail Properties Have Special Risks..................................... S-35
Office Properties Have Special Risks..................................... S-35
Certain Additional Risks Relating to Tenants............................. S-36
Risks Relating to Enforceability of Cross-Collateralization.............. S-36
Different Timing of Prepayments and Mortgage Loan Amortization Poses
Certain Risks........................................................... S-37
Increased Risk of Default Associated with Adjustable Rate Mortgage
Loans................................................................... S-37
Borrower May Be Unable to Repay Remaining Principal Balance on Maturity
Date S-37
Extension Risk Associated With Modification of Mortgage Loans with
Balloon Payments........................................................ S-38
One Action and Anti-Deficiency Considerations............................ S-38
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Bankruptcy Proceedings Entail Certain Risks.............................. S-39
Tenant Bankruptcy Entails Risks.......................................... S-39
Environmental Risks Relating to the Mortgaged Properties................. S-40
Risks Relating to Litigation............................................. S-41
Potential Absence of Attornment Provisions Entails Risks................. S-41
Limitations on Rights for Breaches of Representations and Warranties
Entail Risks............................................................ S-42
Special Servicer Actions................................................. S-42
Risks of Limited Liquidity and Market Value.............................. S-42
Limitations on Issuer Events of Default.................................. S-43
Risks Relating to Lack of Bondholder Control Over Mortgage Loans......... S-43
ERISA Considerations..................................................... S-44
Book-Entry Registration.................................................. S-44
Risks Associated with Year 2000 Compliance............................... S-45
Servicing Transfer ...................................................... S-45
Other Risks.............................................................. S-45
DESCRIPTION OF THE MORTGAGE POOL.......................................... S-46
General.................................................................. S-46
Representations and Warranties; Repurchases.............................. S-46
Certain Characteristics of the Mortgage Loans............................ S-47
The Indices.............................................................. S-72
General................................................................. S-72
Six-Month LIBOR Index................................................... S-72
One-Year CMT Index...................................................... S-73
Prime Index............................................................. S-74
Modified Loans........................................................... S-74
Delinquency and Losses................................................... S-75
Underwriting Guidelines.................................................. S-75
Additional Information................................................... S-77
DESCRIPTION OF THE BONDS.................................................. S-78
General.................................................................. S-78
Book-Entry Registration of the Offered Bonds............................. S-79
Definitive Bonds........................................................ S-81
Payments on the Bonds.................................................... S-82
General................................................................. S-82
Funds Available for Payments on the Bonds............................... S-82
Bond Interest Rates..................................................... S-83
Class S Bonds........................................................... S-84
Determination of One-Month LIBOR........................................ S-84
Priority of Payments.................................................... S-85
Accrued Bond Interest................................................... S-91
</TABLE>
S-3
<PAGE>
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Principal Payment Amount................................................ S-91
Treatment of REO Properties............................................. S-92
Optional Redemption...................................................... S-93
Appraisal Reduction Amounts.............................................. S-93
Other Bonds.............................................................. S-94
Ownership Certificate.................................................... S-94
Subordination............................................................ S-94
Appraisal Reductions..................................................... S-96
Specially Serviced Mortgage Loans; Appraisals............................ S-97
Advances................................................................. S-97
Reports to Bondholders; Certain Available Information.................... S-98
Indenture Trustee Reports; Special Servicer Reports..................... S-98
Other Information....................................................... S-99
Voting Rights............................................................ S-100
The Indenture Trustee.................................................... S-100
Additional Information................................................... S-101
YIELD AND MATURITY CONSIDERATIONS......................................... S-102
Yield Considerations..................................................... S-102
General................................................................. S-102
Rate and Timing of Principal Payments................................... S-102
Losses and Shortfalls................................................... S-103
Certain Relevant Factors................................................ S-103
Weighted Average Life.................................................... S-104
Class S Bond Yield Considerations........................................ S-107
MASTER SERVICER AND SPECIAL SERVICER...................................... S-109
Responsibilities of Master Servicer...................................... S-109
Responsibilities of Special Servicer..................................... S-110
Servicing and Other Compensation and Payment of Expenses................. S-113
DESCRIPTION OF OPERATIVE AGREEMENTS....................................... S-115
General.................................................................. S-115
Assignment of the Mortgage Loans......................................... S-115
The Indenture Trustee.................................................... S-116
The Fiscal Agent......................................................... S-116
Collection Accounts...................................................... S-116
General................................................................. S-116
Deposits................................................................ S-116
Withdrawals............................................................. S-117
Payment Account......................................................... S-118
Reports to Bondholders................................................... S-118
Fidelity Bonds and Errors and Omissions Insurance........................ S-119
Due-on-Sale and Due-on-Encumbrance Provisions............................ S-119
Evidence as to Compliance................................................ S-120
</TABLE>
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Certain Matters Regarding each Servicer and the Depositor................ S-120
Servicer Events of Default............................................... S-121
Rights Upon Servicer Event of Default.................................... S-122
Amendment................................................................ S-123
Duties of the Indenture Trustee.......................................... S-124
Certain Matters Regarding the Indenture Trustee.......................... S-124
Resignation and Removal of the Indenture Trustee......................... S-124
Certain Terms of the Indenture........................................... S-125
Issuer Events of Default................................................ S-125
Control by Bondholders.................................................. S-127
Satisfaction and Discharge of the Indenture............................. S-128
Release of Collateral................................................... S-128
Meetings of Bondholders................................................. S-128
THE ISSUER................................................................ S-129
THE OWNER TRUSTEE......................................................... S-130
THE ADMINISTRATOR......................................................... S-131
THE LOAN ORIGINATOR AND PRIMARY SERVICER.................................. S-131
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS............................... S-135
FEDERAL INCOME TAX CONSEQUENCES........................................... S-136
General.................................................................. S-136
Characterization of the Offered Bonds................................... S-136
Classification of the Issuer............................................ S-136
Status as Real Property Loans............................................ S-137
Discount and Premium..................................................... S-137
Gain or Loss on Disposition.............................................. S-138
Taxation of Certain Foreign Investors ................................... S-138
Backup Withholding and Information Reporting............................. S-139
New Withholding Regulations.............................................. S-139
CERTAIN ERISA CONSIDERATIONS.............................................. S-139
LEGAL INVESTMENT.......................................................... S-142
METHOD OF DISTRIBUTION.................................................... S-142
LEGAL MATTERS............................................................. S-144
RATINGS................................................................... S-144
INDEX OF PRINCIPAL DEFINITIONS............................................ S-145
ANNEX A -- Certain Characteristics
of the 100 Largest Mortgage Loans
as of the Cut-Off Date................................................... A-1
ANNEX B -- Class S Scheduled
Payment Amount........................................................... B-1
ANNEX C -- Class X Scheduled
Payment Amount........................................................... C-1
ANNEX D -- Representations and Warranties................................. D-1
</TABLE>
S-4
<PAGE>
EXECUTIVE SUMMARY
This executive summary highlights selected information from this prospectus
supplement. It does not include all of the information you need to consider in
making your investment decision. To understand the terms of the offering of the
offered bonds, you should read this entire prospectus supplement and the
accompanying prospectus carefully.
<TABLE>
<CAPTION>
Approximate
Percent of Initial Weighted
Initial Initial Approximate Bond Average Principal
Ratings Principal Mortgage Initial Credit Bond Interest Life Window(4)
Class S&P/DCR Amount(1) Pool Balance Support Interest Rate Rate (yrs)(4) (months)
- ----- -------- ------------ ------------ -------------- --------------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A-1.................... AAA/AAA $100,000,000 34.39% 33.00% LIBOR + 0.28%(2) 5.245% 0.93 1-24
A-2.................... AAA/AAA $ 94,831,000 32.61% 33.00% LIBOR + 0.42%(2) 5.385% 3.41 24-63
S...................... AAAr/AAA $ 12,150,000(3) N/A N/A (3) N/A 1.89 N/A
A-3.................... AAA/AA $ 17,447,000 6.00% 27.00% LIBOR + 0.60%(2) 5.565% 5.60 63-73
B...................... AA/A $ 11,631,000 4.00% 23.00% LIBOR + 0.88%(2) 5.845% 6.39 73-82
C...................... A/NR $ 14,539,000 5.00% 18.00% LIBOR + 1.55%(2) 6.515% 7.31 82-95
D...................... BBB/NR $ 13,085,000 4.50% 13.50% LIBOR + 2.00%(2) 6.965% 8.44 95-107
E...................... BBB-/NR $ 4,361,000 1.50% 12.00% LIBOR + 2.35%(2) 7.315% 8.98 107-110
</TABLE>
- --------
(1)Subject to a variance of plus or minus 5%.
(2) The bond interest rate will not be greater than the weighted average of the
net interest rates on the mortgage loans, subject to the carryover of any
shortfall amounts (as more fully described in this prospectus supplement),
provided that the bond interest rate will not exceed 14% per annum.
(3) The Class S bonds will not accrue interest. The Class S bonds will be
entitled to receive monthly payments in the amounts set forth on Annex B to
this prospectus supplement (which, in the aggregate, equal the initial
principal amount of the Class S Bonds), subject to reduction in certain
circumstances described in this prospectus supplement. See "Description of
the Bonds--Payments on the Bonds--Class S Bonds" "--Payments on the Bonds--
Priority of Payments" and "--Optional Redemption" in this prospectus
supplement.
(4) Based on the assumptions that each mortgage loan is paid in full on its
maturity date, that the redemption option has not been exercised, that the
mortgage loans will prepay at 18% CPR and further based on the assumptions
discussed under the caption "Yield and Maturity Considerations--Weighted
Average Life" in this prospectus supplement.
Set forth below is certain information regarding the mortgage loans and the
mortgaged properties as of February 1, 1999 (all weighted averages set forth
below are based on the respective balances of the mortgage loans as of February
1, 1999). Such information is described, and additional information regarding
the mortgage loans and the mortgaged properties is set forth, under
"Description of the Mortgage Pool" in this prospectus supplement. It is
anticipated that certain of the mortgage loans will be removed from the
mortgage pool prior to the time the offered bonds are issued. See "Description
of the Mortgage Pool--Additional Information" in this prospectus supplement.
Mortgage Pool Characteristics
<TABLE>
<CAPTION>
Characteristics Mortgage Pool
- --------------- -------------
<S> <C>
Initial Mortgage Pool Balance.................................... $292,374,478
Number of Mortgage Loans......................................... 803
Number of Mortgaged Properties................................... 850
Average Cut-Off Date Balance..................................... $364,103
Weighted Average Mortgage Interest Rate.......................... 9.144%
Weighted Average Remaining Term to Maturity...................... 252 months
Weighted Average Cut-Off Date Debt Service Coverage Ratio........ 1.524x
Weighted Average Cut-Off Date LTV Ratio.......................... 64.38%
</TABLE>
S-5
<PAGE>
SUMMARY OF PROSPECTUS SUPPLEMENT
This summary highlights selected information from this prospectus supplement.
It does not contain all of the information you need to consider in making your
investment decision. To understand all of the terms of the offering of the
offered bonds, you should read this entire prospectus supplement and the
accompanying prospectus carefully.
Title of Bonds..............
Collateralized Mortgage Bonds, Series 1999-1
Relevant Parties and Dates
Depositor................... Imperial Credit Commercial Mortgage Acceptance
Corp., a California corporation. The address of
the Depositor is 11601 Wilshire Boulevard, No.
2080, Los Angeles, California 90025. The phone
number of the Depositor is (310) 231-1280. See
"The Depositor" in the accompanying prospectus.
Issuer......................
ICCMAC Multifamily and Commercial Trust 1999-1, a
Delaware business trust. See "The Issuer" in this
prospectus supplement.
Owner Trustee............... Wilmington Trust Company, a Delaware banking
corporation. See "The Owner Trustee" in this
prospectus supplement.
Indenture Trustee........... LaSalle National Bank, a national banking
association. See "Description of the Bonds--The
Indenture Trustee" in this prospectus supplement.
Fiscal Agent................
ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the
Indenture Trustee. See "Description of Operative
Agreements--The Fiscal Agent" in this prospectus
supplement.
Administrator............... Imperial Credit Commercial Asset Management
Corp., a California corporation. See "The
Administrator" in this prospectus supplement.
Master Servicer.............
Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company. See "Master
Servicer and Special Servicer" in this prospectus
supplement.
Primary Servicer and Loan
Originator..................
Southern Pacific Bank, a California banking
corporation, and an affiliate of the Depositor
and Imperial Credit Commercial Mortgage
Investment Corp. originated or acquired all of
the Mortgage Loans. See "The Loan Originator and
Primary Servicer" in this prospectus supplement.
S-6
<PAGE>
Special Servicer............
Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company. See "Master
Servicer and Special Servicer" in this prospectus
supplement.
Mortgage Loan Seller........ Imperial Credit Commercial Mortgage Investment
Corp., a Maryland corporation and the corporate
parent of Depositor. See "Description of the
Mortgage Pool--General" in this prospectus
supplement.
Cut-Off Date................
February 1, 1999.
Closing Date................ On or about March 10, 1999.
Payment Date................ The 25th day of each month or, if such 25th day
is not a business day, the next business day,
commencing in March 1999. The final payment on
any bond will be made only after due notice by
the Indenture Trustee and only upon presentation
and surrender of such bond at the location
specified on the notice given by the Indenture
Trustee.
Determination Date..........
The 17th day of each month, or if such 17th day
is not a business day, the immediately preceding
business day.
Record Date................. The last business day of the month immediately
preceding the month in which the related payment
date occurs (or in the case of the first payment
date, the Closing Date).
Stated Maturity Date........
June 1, 2030, which is the payment date occurring
2 years after the scheduled maturity date of the
latest maturing mortgage loan.
The Collateral
Security for the Bonds...... The bonds will be secured by a pool of mortgage
loans.
Mortgage Pool............... The pool of mortgage loans will consist of 554
adjustable rate and 249 fixed rate mortgage loans
evidenced by a note or bond secured by one or
more first liens on fee simple or leasehold
interests in multifamily, retail, office, mixed
use (including mixed commercial uses and mixed
commercial and residential uses), mobile home
parks, industrial, hotel or motel, warehouse and
storage, and retail/warehouse properties located
in 29 states. The following tables set forth
certain anticipated characteristics of the
mortgage loans as of the Cut-Off Date. Unless
otherwise indicated, all percentages represent
the indicated approximate percentage of the
aggregate principal balance of all mortgage loans
as of the Cut-Off Date.
S-7
<PAGE>
The mortgage loans will have the following
approximate characteristics:
<TABLE>
<S> <C>
Aggregate Principal Balance............. $292,374,478
Number of Mortgage Loans................ 803
Number of Mortgaged Properties.......... 850
Average Mortgage Loan Principal
Balance................................ $364,103
Range of Mortgage Loan Principal $10,175 to
Balances...............................
$2,879,410
Number of Loans Secured by Multifamily
Properties............................. 556
Percentage of Loans Secured by
Multifamily Properties................. 61.9%
Number of Loans Secured by Retail
Properties............................. 89
Percentage of Loans Secured by Retail
Properties............................. 14.0%
Number of Loans Secured by Office
Properties............................. 58
Percentage of Loans Secured by Office
Properties............................. 8.6%
Range of Original Terms to Maturity
(months)............................... 60 to 360
Weighted Average Original Term to
Maturity (months)...................... 269
Range of Remaining Terms to Maturity
(months)............................... 9 to 352
Weighted Average Remaining Term to
Maturity (months)...................... 252
Number and Percentage of Adjustable Rate
Mortgage Loans......................... 554 (67.4%)
Number and Percentage of Fixed Rate
Mortgage Loans......................... 249 (32.6%)
Range of Mortgage Interest Rates........ 6.0% to 15.5%
Weighted Average Mortgage Interest
Rate................................... 9.144%
Weighted Average Mortgage Interest Rate
on Fixed Rate Mortgage Loans........... 9.038%
Weighted Average Mortgage Interest Rate
on Adjustable Rate Mortgage Loans...... 9.195%
Weighted Average Cut-Off Date Debt
Service Coverage Ratio................. 1.524x
Range of Cut-Off Date Debt Service
Coverage Ratios........................ 0.179x to 6.449x
Weighted Average Cut-Off Date LTV
Ratio.................................. 64.38%
Range of Cut-Off Date LTV Ratios........ 1.04% to 104.94%
Number and Percentage of Balloon
Mortgage Loans......................... 249 (34.8%)
Number and Percentage of Fully
Amortizing Mortgage Loans.............. 554 (65.2%)
</TABLE>
S-8
<PAGE>
The mortgage interest rate per annum on each
adjustable rate mortgage loan will generally be
adjusted semi-annually on the date (the "Interest
Rate Adjustment Date") specified in the related
mortgage note to a rate equal to the sum of the
margin set forth in the related mortgage note and
the index specified in such mortgage note
(subject to periodic caps, maximum mortgage
interest rates and minimum mortgage interest
rates). With respect to approximately 80.2% of
the adjustable rate mortgage loans by aggregate
principal balance as of the Cut-Off Date, the
index will be equal to the average of the
interbank offered rates for six-month U.S. dollar
denominated deposits in the London market based
on quotations of major banks ("Six-Month LIBOR").
With respect to approximately 17.1% of the
adjustable rate mortgage loans by aggregate
principal balance as of the Cut-Off Date, the
index will be equal to the weekly average yield
on U.S. Treasury securities adjusted to a
constant maturity of one year as published by the
Federal Reserve Board in Statistical Release
H.15(519) and available as of the date specified
in the related mortgage note ("One Year CMT").
With respect to approximately 2.7% of the
adjustable rate mortgage loans by aggregate
principal balance as of the Cut-Off Date, the
index will be equal to the daily prime loan rate
as reported by Bank of America N.T. & S.A. as of
the date specified in the related mortgage note
("Prime"). See "Description of the Mortgage
Pool--The Indices" in this prospectus supplement.
The amount of the monthly payment on each
adjustable rate mortgage loan will be adjusted
semi-annually on a date specified in the related
mortgage loan documents (the "Payment Adjustment
Date") to the amount necessary to pay interest at
the then applicable mortgage interest rate and,
except with respect to balloon mortgage loans, to
fully amortize the outstanding principal balance
of the mortgage loan over its remaining term to
stated maturity.
249 mortgage loans, representing approximately
34.8% of the mortgage loans by aggregate
principal balance as of the Cut-Off Date (the
"Balloon Mortgage Loans"), provide for monthly
payments of principal based on amortization
schedules significantly longer than the remaining
term of such mortgage loans, thereby leaving
substantial outstanding principal amounts due and
payable (each such payment, a
S-9
<PAGE>
"Balloon Payment") on their respective maturity
dates, unless prepaid prior thereto.
Approximately 42.8% of the adjustable rate
mortgage loans and approximately 0.6% of the
fixed rate mortgage loans, in each case by
aggregate principal balance as of the Cut-Off
Date, provide that if the related borrower
prepays the principal balance of the mortgage
loan in an amount in excess of 20% of the
original principal amount thereof per year during
a certain period of time following the
origination, such borrower would be required to
pay a prepayment premium.
Approximately 41.7% of the adjustable rate
mortgage loans and approximately 88.7% of the
fixed rate mortgage loans, in each case by
aggregate principal balance as of the Cut-Off
Date, provide that if the related borrower
prepays the principal balance of the mortgage
loan in an amount in excess of 5% of the original
principal amount thereof per year during a
certain period of time following the origination,
such borrower would be required to pay a
prepayment premium.
With respect to approximately 15.5% of the
adjustable rate mortgage loans and approximately
8.0% of the fixed rate mortgage loans, in each
case by aggregate principal balance as of the
Cut-Off Date, the related mortgage note does not
provide for a prepayment premium or the related
prepayment premium period has elapsed. With
respect to approximately 2.5% and approximately
0.2% of the fixed rate mortgage loans, in each
case by aggregate principal balance as of the
Cut-Off Date, the related mortgage note prohibits
prepayment during their first five years and
first seven years, respectively. See the table
entitled "Months of Prepayment Premium Period
Remaining as of the Cut-Off Date" under
"Description of the Mortgage Pool--Certain
Characteristics of the Mortgage Loans" and
"Description of the Bonds--Payments on the
Bonds--Priority of Payments" and "Yield and
Maturity Considerations" in this prospectus
supplement.
For a further description of the mortgage loans,
see "Description of the Mortgage Pool" in this
prospectus supplement.
On the Closing Date, the Depositor will acquire
the mortgage loans from the Mortgage Loan Seller.
The Mortgage Loan
S-10
<PAGE>
Seller purchased the mortgage loans prior to the
Closing Date from Southern Pacific Bank, an
affiliate of
both the Depositor and the Mortgage Loan Seller.
See "Description of the Mortgage Pool--General"
and "--Representations and Warranties;
Repurchases" in this prospectus supplement.
Offered Bonds
General..................... We are offering the following eight classes of
Series 1999-1 bonds:
. Class A-1
. Class A-2
. Class S
. Class A-3
. Class B
. Class C
. Class D
. Class E
The Series 1999-1 bonds will consist of a total
of twelve classes, the following four of which
are not being offered through this prospectus
supplement: Class X, Class F, Class G and
Class H.
The bonds will be issued pursuant to an Indenture
between the Owner Trustee, on behalf of the
Issuer, and the Indenture Trustee, on behalf of
the holders of the bonds.
The bonds will be non-recourse obligations of the
Issuer. The bonds are not insured or guaranteed
by any governmental agency or instrumentality or
by any other person or entity.
Bond Principal Amounts...... The offered bonds will be issued in the initial
aggregate principal amounts set forth below, in
each case subject to a variance of plus or minus
5%:
. Class A-1 $100,000,000 principal amount
. Class A-2 $ 94,831,000 principal amount
. Class S $ 12,150,000 principal amount
. Class A-3 $ 17,447,000 principal amount
. Class B $ 11,631,000 principal amount
. Class C $ 14,539,000 principal amount
. Class D $ 13,085,000 principal amount
. Class E $ 4,361,000 principal amount
S-11
<PAGE>
The bonds not offered by this prospectus
supplement will be issued in the initial
aggregate principal amounts set forth below, in
each case, subject to a variance of plus or minus
5%:
. Class X $2,700,000 principal amount
. Class F $8,723,000 principal amount
. Class G $5,815,000 principal amount
. Class H $7,269,000 principal amount
Bond Interest Rates......... The offered bonds (other than the Class S bonds)
will accrue interest at an annual rate called a
"Bond Interest Rate" equal to the lesser of (a)
the applicable one-month London interbank offered
rate quotation ("LIBOR") for one-month U.S.
dollar deposits ("One-Month LIBOR") plus the
applicable margin set forth in the table below,
but in no event greater than 14.00% per annum
(the "Maximum Offered Bond Rate") (each such
rate, the "Bond LIBOR Rate"), and (b) the
weighted average, by principal balance, of the
mortgage interest rates on the mortgage loans
(after giving effect to the Master Servicer's,
the Indenture Trustee's, the Owner Trustee's and
the Administrator's fees) (the "Weighted Average
Remittance Rate"). One-Month LIBOR for the first
payment date will be 4.965%.
<TABLE>
<CAPTION>
Class Margin
----- ------
<S> <C>
Class A-1.................................. 0.28%
Class A-2.................................. 0.42%
Class A-3.................................. 0.60%
Class B.................................... 0.88%
Class C.................................... 1.55%
Class D.................................... 2.00%
Class E.................................... 2.35%
</TABLE>
For purposes of determining the Weighted Average
Remittance Rate:
. The mortgage interest rates will not reflect
any default interest or increase in mortgage
interest rates occurring after the related
maturity date.
. The mortgage interest rates will be determined
without regard to any mortgage loan
modifications, waivers or amendments entered
into after the Cut-Off Date.
. If a mortgage loan accrues interest on a 30/360
basis, its mortgage interest rate for any month
that is not a 30-day month will be recalculated
so that the amount of interest
S-12
<PAGE>
that would accrue at that rate in such month,
calculated based on the actual number of days
elapsed during such month and a 360-day year,
will equal the amount of interest that actually
accrues on that loan in that month.
If the Bond Interest Rate for any class of
offered bonds on any payment date is determined
to be the Weighted Average Remittance Rate, the
holders of such class of bonds will be entitled
to be paid, in the order of priority set forth
under "--Payments of Interest and Principal on
the Bonds" below, the excess with respect to such
payment date of (i) the amount of interest that
would have been payable on such class of bonds at
the Bond LIBOR Rate for such class of bonds and
payment date, over (ii) the amount of interest
that is payable on such class of bonds at the
Weighted Average Remittance Rate for such payment
date (each such excess, the "LIBOR Deficiency
Amount"), together with interest on the LIBOR
Deficiency Amount (to the extent permitted by
applicable law) if paid on a subsequent payment
date.
If the Bond Interest Rate for any class of
offered bonds on any payment date is determined
to be the Maximum Offered Bond Rate, the holders
of such class of bonds will not be entitled to be
paid any portion of the excess of (i) the amount
of interest that would have been payable on such
class of bonds on such payment date if the Bond
LIBOR Rate was not limited to the Maximum Offered
Bond Rate over (ii) the amount of interest that
is payable on such class of bonds at the Maximum
Offered Bond Rate for such payment date.
The Class S bonds will not accrue interest.
The interest accrual period for the offered bonds
(other than the Class S bonds) with respect to
each payment date will be the period commencing
on the immediately preceding payment date (or
commencing on the Closing Date, in the case of
the first payment date) and ending on the day
immediately preceding the related payment date.
Interest on the offered bonds (other than the
Class S bonds) will be calculated based on the
actual number of days elapsed during the
applicable interest accrual period and a 360-day
year.
See "Description of the Bonds--Payments on the
Bonds-- Accrued Bond Interest" in this prospectus
supplement.
S-13
<PAGE>
Class S Bonds...............
On each payment date, the Class S bonds will be
entitled to receive an amount (such amount, the
"Class S Distributable Amount") equal to the
lesser of (a) the amount (such amount, the "Class
S Scheduled Payment") corresponding to such
payment date set forth in Annex B to this
prospectus supplement and (b) the excess of (i)
the funds available to make payments on the bonds
for such payment date, other than funds available
for payments of principal on the bonds (other
than Class S and Class X), over (ii) the
aggregate accrued interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C,
Class D and Class E bonds on such payment date.
If on any payment date, the Class S Distributable
Amount is less than the Class S Scheduled
Payment, the holders of the Class S bonds will be
entitled to be paid, in the order of priority set
forth under "--Payments of Interest and Principal
on the Bonds" below, the shortfall (such
shortfall, the "Class S Shortfall") between the
Class S Scheduled Payment and the Class S
Distributable Amount, together with interest at a
rate per annum equal to 7.29% (the "Class S
Rate") on such Class S Shortfall if paid on a
subsequent payment date. Interest on the Class S
Shortfall will be calculated based on a 360-day
year consisting of twelve 30-day months.
In connection with a payment in full of the bonds
following an Issuer Event of Default (as defined
herein) or an optional redemption of the bonds,
holders of the Class S bonds will be entitled to
receive a payment equal to the present value,
using a discount rate equal to the Class S Rate,
of the remaining Class S Scheduled Payments
together with unpaid Class S Shortfalls and
accrued interest thereon at the Class S Rate.
Payments of Interest and
Principal on the Bonds......
On each payment date, unless certain events
described in this prospectus supplement have
occurred, the funds available to make payments on
the bonds from the mortgage loans will be applied
to make payments in the following amounts and
order of priorities:
Step 1/Class A-1,
Class A-2 and Class S to (i) interest on the Class A-1 and Class A-2
bonds, and (ii) the Class S Distributable Amount,
pro rata, with respect to each such class, in
accordance with their entitlements to such
amounts;
S-14
<PAGE>
Step 2/Class A-1 and
Class A-2 to the extent of funds available for principal,
to principal on the Class A-1 and Class A-2
bonds, in that order, until reduced to zero;
provided, that, if the aggregate principal
balance of the mortgage loans immediately prior
to such payment date is less than or equal to the
aggregate outstanding principal amount of the
Class A-1 and Class A-2 bonds, funds available
for principal will be paid to the Class A-1 and
Class A-2 bonds, pro rata, in each case, based on
their bond principal amounts, and not
sequentially;
Step 3/Class A-3 to interest on the Class A-3 bonds;
Step 4/Class A-3 to the extent of funds available for principal,
to principal on the Class A-3 bonds, until
reduced to zero;
Step 5/Class B to Class B in a manner analogous to the Class A-3
allocations of Step 3 and Step 4;
Step 6/Class C to Class C in a manner analogous to the Class A-3
allocations of Step 3 and Step 4;
Step 7/Class D and to (i) Class D in a manner analogous to the Class
Class X A-3 allocation of Step 3 and (ii) to Class X, the
Class X Distributable Amount as described under
"Description of the Bonds--Payments on the
Bonds--Priority of Payments" in this prospectus
supplement, pro rata with respect to each such
class in accordance with their entitlements to
such amounts;
Step 8/Class D to Class D in a manner analogous to the Class A-3
allocation of Step 4;
Step 9/Class E to Class E in a manner analogous to the Class A-3
allocations of Step 3 and Step 4;
Step 10/Class A-1,
Class A-2 to (i) Class A-1 and Class A-2, the LIBOR
and Class S Deficiency Amount for each such class, if any,
together with interest thereon (to the extent
permitted by law) if paid on a subsequent payment
date, at the related Bond Interest Rate and (ii)
Class S, the Class S Shortfall, if any, together
with interest thereon at a per annum rate equal
to the Class S Rate if paid on a subsequent
payment date, pro rata with respect to each such
class in accordance with their entitlements to
such amounts; and
S-15
<PAGE>
Step 11/Classes A-3, to Class A-3, Class B, Class C, Class D and Class
B, C, D and E E, in that order, the LIBOR Deficiency Amount for
each such class, if any, together with interest
thereon (to the extent permitted by law), if paid
on a subsequent payment date, at the related Bond
Interest Rate.
Funds remaining after Step 11 will be payable to
Class F, Class G, Class H and Class X (with
respect to any Class X Shortfalls as defined in
this prospectus supplement), and thereafter to
the owner of the Issuer.
Interest and Principal A description of the interest entitlement of each
Entitlements................ class of offered bonds (other than the Class S
bonds) can be found in "Description of the
Bonds--Payments on the Bonds--Accrued Bond
Interest" in this prospectus supplement.
A description of the amount of principal required
to be paid to the classes of bonds entitled to
principal on any payment date can be found in
"Description of the Bonds--Payments on the
Bonds--Principal Payment Amount" in this
prospectus supplement.
A description of the amount required to be paid
to the Class S bonds on any payment date can be
found in "Description of the Bonds--Payments on
the Bonds--Class S Bonds" in this prospectus
supplement.
A description of the funds available to make
payments on the bonds on any payment date can be
found in "Description of the Bonds--Payments on
the Bonds--Funds Available For Payments on the
Bonds" in this prospectus supplement.
A description of the amount required to be paid
to the Class X bonds on any payment date can be
found in "Description of the Bonds--Payments on
the Bonds--Other Bonds" in this prospectus
supplement.
Subordination...............
The Class A-1, Class A-2 and Class S bonds are
senior bonds, and the Class A-3, Class B, Class
C, Class D, Class E, Class F, Class G, Class H
and Class X bonds are subordinate bonds. The
chart below describes the manner in which the
payment rights of various classes will be senior
or subordinate, as the case may be, to the
payment rights of other classes. Entitlement to
receive principal and interest (or in the case of
the Class S and Class X bonds, scheduled
payments) on any payment date is depicted in
descending order, except for amounts payable for
LIBOR Deficiency
S-16
<PAGE>
Amounts, Class S Shortfalls and Class X
Shortfalls, which are payable in the order of
priority set forth above under "--Payments of
Interest and Principal on the Bonds."
Class A-1, Class A-2 and Class S
Class A-3
Class B
Class C
Class D and Class X
Class E
Class F
Class G
Class H
The bonds initially will be overcollateralized.
The aggregate unpaid principal balance of the
mortgage loans as of the Cut- Off Date will
exceed the initial aggregate principal amount of
the bonds (other than the Class S and Class X
bonds) by at least $13,092,267. See "Description
of the Mortgage Pool--Additional Information" in
this prospectus supplement. Any
overcollateralization can be viewed as additional
subordination to benefit all classes of bonds.
No other form of credit enhancement will be
available for the benefit of the holders of the
offered bonds.
Shortfalls in payments to holders of bonds may
occur as a result of mortgage loan delinquencies
or losses, the right of each of the Master
Servicer, the Indenture Trustee and the Fiscal
Agent to receive payment of interest on
unreimbursed advances, the Special Servicer's
right to compensation with respect to mortgage
loans which are or have been serviced by the
Special Servicer and other unanticipated expenses
of the Issuer. Such shortfalls could reduce
payments to the classes of bonds then outstanding
with the lowest payment priority or priorities.
See "Description of the Bonds" in this prospectus
supplement.
Servicing.................
The Master Servicer will be responsible for the
servicing of the mortgage loans. The Master
Servicer will initially
S-17
<PAGE>
delegate its primary servicing obligations to the
Primary Servicer. Under certain circumstances in
which a mortgage loan defaults or default becomes
reasonably foreseeable, the Special Servicer will
assume the servicing obligations for such loan.
See "Risk Factors--Servicing Transfer," "Master
Servicer and Special Servicer" and "The Loan
Originator and Primary Servicer" in this
prospectus supplement and "Description of the
Agreements--Collection and Other Servicing
Procedures" in the accompanying prospectus.
Advances A. P&I Advances.... The Master Servicer will be required to advance
delinquent monthly mortgage loan payments (each,
a "P&I Advance"). The Master Servicer will not be
required to advance late charges, default
interest or the full amount of any Balloon
Payments not made by the related mortgagor. To
the extent the Master Servicer is required to
make a P&I Advance on and after the due date for
a Balloon Payment, such P&I Advance shall not
exceed an amount equal to the monthly payment
necessary to fully amortize the related mortgage
loan over the period used to calculate the
scheduled monthly payments thereon prior to the
related maturity date. The Master Servicer will
not advance its servicing fee, but will advance
the Indenture Trustee's fee. If the Master
Servicer fails to make a required P&I Advance,
the Indenture Trustee will be required to make
such P&I Advance (and if the Indenture Trustee
fails to make such P&I Advance, the Fiscal Agent
will be required to do so). However, none of the
Master Servicer, Indenture Trustee or Fiscal
Agent will be required to make an Advance if any
such party determines that such Advance would not
be recoverable. See "Description of the Bonds--
Advances" in this prospectus supplement and
"Description of the Bonds-- Advances in Respect
of Delinquencies" in the accompanying prospectus.
B. Property Protection The Master Servicer will also be required to make
Advances.................. advances to pay delinquent real estate taxes,
assessments and insurance premiums and similar
expenses that it believes to be necessary or
appropriate to protect and to maintain the
mortgaged property and the lien on the mortgaged
property or to enforce the related mortgage loan
documents (each a "Property Protection Advance"
and collectively with P&I Advances, "Advances").
If the Master Servicer fails to make a required
Property Protection Advance, the Indenture
Trustee will be required to make such Property
Protection Advance (and if the
S-18
<PAGE>
Indenture Trustee fails to make any such Property
Protection Advance, the Fiscal Agent will be
required to do so). No Property Protection
Advance will be required to be made by the Master
Servicer, the Indenture Trustee or the Fiscal
Agent if any such party determines that such
Advance would not be recoverable. See
"Description of the Bonds--Advances" in this
prospectus supplement.
C. Interest on Advances.... The Master Servicer, the Indenture Trustee and
the Fiscal Agent, as applicable, will be entitled
to interest on Advances at the "Prime Rate"
published in The Wall Street Journal as described
in this prospectus supplement. Interest accrued
on outstanding Advances may result in reductions
in amounts otherwise available for payment on the
bonds. See "Description of the Bonds--Advances"
and "--Subordination" in this prospectus
supplement.
Treatment of REO A "REO Property" is a mortgaged property acquired
Properties.................. through foreclosure, deed in lieu of foreclosure
or otherwise in connection with a default under
the related mortgage loan. Until an REO Property
is liquidated, the related mortgage loan will be
treated as still outstanding for purposes of
determining payments on the bonds, master
servicing fees, special servicing fees, and the
Indenture Trustee's fees, and the Master Servicer
will be required to make P&I Advances and
Property Protection Advances. Operating revenues
and other proceeds derived from an REO Property
(minus amounts spent by the Master Servicer and
the Special Servicer to operate and to dispose of
the REO Property) will be treated by the Master
Servicer as principal, interest and other amounts
"due" on the related mortgage loan. See
"Description of the Bonds--Advances" in this
prospectus supplement.
Denominations............... The offered bonds will be offered in minimum
denominations of $100,000 initial principal
amount. Investments in excess of the minimum
denominations may be made in multiples of any
whole dollar.
Registration, Clearance and
Settlement..................
The Class A-1, Class A-2, Class S, Class A-3,
Class B and Class C bonds initially will be
issued in book-entry form. You may elect to hold
such bonds either through The Depository Trust
Company ("DTC"), in the United States, or through
Cedelbank, societe anonyme ("Cedelbank") or the
Euroclear System ("Euroclear"), in Europe.
Transfers within DTC, Cedelbank or Euroclear will
be in accordance with the usual rules and
operating procedures of the relevant
S-19
<PAGE>
system. The Class D and Class E bonds will
initially be issued in fully registered,
certificated form. The offered bonds held by DTC
will be represented by one or more global
certificates registered in the name of Cede &
Co., as nominee of DTC. If you elect to have your
bonds held by DTC, Cedelbank, or Euroclear, you
will not be entitled to receive a bond in a fully
registered, certificated form, except under the
limited circumstances described under the heading
"Description of the Bonds--Book-Entry
Registration of the Offered Bonds" in this
prospectus supplement. Instead, DTC will effect
payments on and transfers of the offered bonds it
holds by means of its electronic recordkeeping
services, acting through certain participating
organizations. This may delay your receipt of
your payments and restrict your ability to pledge
your bonds. Unless and until you receive a fully
registered, certificated bond, you may exercise
your rights on the bonds only through DTC,
Cedelbank or Euroclear and you will be subject to
their procedures. See "Description of the Bonds--
Book-Entry Registration of The Offered Bonds" in
this prospectus supplement.
See "Description of the Bonds--Book-Entry
Registration and Definitive Bonds" and "Risk
Factors--Owners of Book-Entry Bonds Not Entitled
to Exercise Rights of Holders of Bonds" in the
accompanying prospectus and "Description of the
Bonds--General" in this prospectus supplement.
Issuer Events of Default.... Events of default with respect to the Issuer
under the Indenture include, among others:
. with respect to the most senior outstanding
class of bonds only, the failure to pay all
interest (or with respect to the Class S bonds
and Class X bonds, the Class S Distributable
Amount and the Class X Distributable Amount,
respectively) within 5 days of the payment date
on which such payment is due (excluding for
this purpose any LIBOR Deficiency Amounts,
Class S Shortfalls and Class X Shortfalls);
. with respect to any bond, the failure to pay
all interest or the full amount of principal
(or, in the case of the Class S bonds and Class
X bonds, such lesser amounts as may be due as
described in this prospectus supplement) by its
stated maturity;
. the impairment of the validity or effectiveness
of the Indenture or any grant thereunder that
continues for a period of 10 days after notice
to the Issuer;
S-20
<PAGE>
. any default in the observance of any agreement
of the Issuer made in the Indenture with
respect to the bonds which materially and
adversely affects the interests of holders of
bonds that continues for a period of 30 days
after notice to the Issuer;
. a breach of any representation or warranty of
the Issuer made in the Indenture which
materially and adversely affects the interests
of holders of bonds that continues for a period
of 30 days after notice to the Issuer;
. certain events of bankruptcy or insolvency of
the Issuer; and
. the Issuer ceases to be a qualified REIT
subsidiary.
Upon an event of default under the Indenture, the
Indenture Trustee, upon the request of the
holders of bonds representing more than 50% of
the voting rights for each class of bonds
affected thereby, will be required to declare all
of the bonds to be due and payable, together with
accrued and unpaid interest thereon.
Optional Redemption......... On any payment date on which the aggregate
principal balance of the mortgage loans is less
than 15% of the aggregate principal balance of
such mortgage loans as of the Cut-Off Date, the
holder of the ownership interest in the Issuer
will have the option to effect an early
redemption of the bonds by purchasing such
mortgage loans from the Issuer at a price
generally equal to the greater of (i) the sum of
(a) the outstanding principal amount of the bonds
(other than the Class S bonds and the Class X
bonds) plus accrued and unpaid interest and any
unpaid LIBOR Deficiency Amounts, and in the case
of the Class S bonds, any unpaid Class S
Shortfalls and Class S Early Termination Amounts
(as defined herein), and in the case of the Class
X bonds, any unpaid Class X Shortfalls (as
defined herein) and Class X Early Termination
Amounts (as defined herein) and (b) all
unreimbursed Advances with interest at the Prime
Rate (as defined herein), and any unpaid
servicing compensation, fees of the Indenture
Trustee, Owner Trustee and Administrator and
expenses of the Issuer and (ii) the aggregate
fair market value of such mortgage loans and any
properties acquired upon foreclosure of any of
the mortgage loans. See "Description of the
Bonds--Optional Redemption" in this prospectus
supplement.
S-21
<PAGE>
Other Investment Considerations
Federal Income Tax
Consequences...............
In the opinion of Cadwalader, Wickersham & Taft,
special counsel to the Issuer, for federal income
tax purposes the offered bonds will be
characterized as indebtedness and not as
representing an ownership interest in the trust
or an equity interest in the Issuer, the Mortgage
Loan Seller or the Depositor. You should consult
with your tax advisors as to the tax consequences
of an investment in the offered bonds in light of
your individual circumstances and you should
review "Federal Income Tax Consequences" in this
prospectus supplement and in the accompanying
prospectus.
Certain ERISA A fiduciary of any retirement plan or other
Considerations.............. employee benefit plan or arrangement subject to
the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended
(the "Code") (each, a "Plan"), should carefully
review with its legal advisors whether the
purchase or holding of the bonds could give rise
to a transaction prohibited or not otherwise
permissible under ERISA or Section 4975 of the
Code. See "Certain ERISA Considerations" in this
prospectus supplement and in the accompanying
prospectus.
Ratings..................... The offered bonds will not be issued unless each
of the offered classes receives the following
ratings from Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc.
("S&P"), and Duff & Phelps Credit Rating Co.
("DCR").
<TABLE>
<CAPTION>
Class S&P Rating DCR Rating
----- ---------- ----------
<S> <C> <C>
Class A-1.................. AAA AAA
Class A-2.................. AAA AAA
Class S.................... AAAr AAA
Class A-3.................. AAA AA
Class B.................... AA A
Class C.................... A Not rated
Class D.................... BBB Not rated
Class E.................... BBB- Not rated
</TABLE>
A rating agency may lower or withdraw a security
rating at any time.
The ratings on the respective classes of offered
bonds do not represent any assessment of (i) the
likelihood or frequency of
S-22
<PAGE>
principal prepayments on the mortgage loans, (ii)
the degree to which such prepayments might differ
from those originally anticipated or (iii)
whether and to what extent LIBOR Deficiency
Amounts and Class S Shortfalls will be received.
Also, a security rating does not represent any
assessment of the yield to maturity that
investors may experience. In general, the ratings
address credit risk and not prepayment risk. S&P
assigns the additional rating of "r" to highlight
classes of securities that S&P believes may
experience high volatility or high variability in
expected returns due to non-credit risks.
See "Ratings" in this prospectus supplement and
in the accompanying prospectus for a discussion
of the basis upon which ratings are given and the
conclusions that may or may not be drawn from a
rating.
Legal Investment............
The Class A-1, Class A-2, Class S, Class A-3 and
Class B bonds will constitute "mortgage related
securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984, as
amended ("SMMEA"), so long as those bonds are
rated in one of the two highest rating categories
by one or more nationally recognized statistical
rating organizations. The other classes of
offered bonds will not constitute "mortgage
related securities" within the meaning of SMMEA.
Except as to SMMEA status, no representation is
made regarding the proper characterization of the
offered bonds for purposes of any applicable
legal investment restrictions, regulatory capital
requirements or other similar purposes.
Regulated entities should consult with their own
advisors regarding these matters.
See "Legal Investment" in this prospectus
supplement and in the accompanying prospectus.
Important Covenants of
Bondholders................
By acceptance of your bond, you agree not to
institute or join in any bankruptcy,
reorganization or other insolvency or similar
proceeding against the Depositor or the Issuer.
You also agree to allow the registered holder to
exercise all of your voting rights with respect
to your bonds. See "Description of the Bonds--
General" in this prospectus supplement.
S-23
<PAGE>
RISK FACTORS
You should carefully consider the following risks before making an investment
decision. In particular, payments on your bonds will depend on payments
received on and other recoveries with respect to the mortgage loans. Therefore,
you should carefully consider the risk factors relating to the mortgage loans
and the mortgaged properties.
While we believe that this prospectus supplement and the accompanying
prospectus disclose all material risks relating to your investment, such risks
may not be the only ones relating to your bonds. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial
may also impair your investment.
If any of the following risks are realized, your investment could be materially
and adversely affected.
This prospectus supplement also contains forward-looking statements that
involve risks and uncertainties. Actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors, including the risks described below and elsewhere in this prospectus
supplement.
Limited Assets
The bonds will not represent an interest in or obligation of the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Master Servicer, the Special
Servicer, the Indenture Trustee, the Fiscal Agent, or any of their respective
affiliates. They will only represent a non-recourse obligation of the Issuer.
Neither the bonds nor the underlying mortgage loans will be guaranteed or
insured by any governmental agency or instrumentality. Proceeds of the mortgage
loans and the other collateral securing the bonds will be the sole source of
payments on the bonds, and there will be no recourse to the Depositor or any
other entity in the event that such proceeds are insufficient or otherwise
unavailable to make all payments provided for under the bonds.
On any payment date with respect to which losses or shortfalls in collections
on the mortgage loans have been incurred, the amount of such losses or
shortfalls, to the extent not covered by the overcollateralization feature
described in this prospectus supplement, will be borne first by the most
subordinate class or classes of bonds, in the priority and manner and subject
to the limitations further specified in this prospectus supplement. As a
result, the impact of significant losses and shortfalls will fall on the
classes of bonds having most subordinate rights of payment.
Risks Relating to Borrower Default
The rate and timing of delinquencies or defaults on the mortgage loans are
likely to affect:
. the aggregate amount of distributions on the offered bonds;
. their yield to maturity;
. the rate of principal payments; and
. their weighted average life.
If you calculate your anticipated yield based on assumed rates of default and
losses that are lower than the default rate and losses actually experienced,
and such losses are borne by your bonds, your
S-24
<PAGE>
actual yield to maturity will be lower than the assumed yield. Under certain
extreme scenarios, that yield could be negative. In general, the earlier a loss
borne by you on your bonds occurs, the greater the effect on your yield to
maturity.
Even if losses on the mortgage loans are not borne by your bonds, those losses
may affect the weighted average life and yield to maturity of your bonds. This
may be so because the weighted average life and yield to maturity of your bonds
will depend upon the characteristics of the remaining mortgage loans.
Additionally, delinquencies and defaults on the mortgage loans may
significantly delay the receipt of payments by you on your bonds, unless P&I
Advances are made to cover delinquent payments and/or the overcollateralization
or subordination features available as credit support for your bonds fully
offset the effects of any such delinquency or default.
Special Prepayment Considerations
The yield to maturity on your bonds will depend, in significant part, upon the
rate and timing of principal payments on the mortgage loans and the allocation
of them to the payment of principal of your bonds. For this purpose, principal
payments include both voluntary prepayments, if permitted, and involuntary
prepayments, such as prepayments resulting from casualty or condemnation,
defaults and liquidations or repurchases upon breaches of representations and
warranties.
The investment performance of your bonds may vary materially and adversely from
your expectations if the actual rate or timing of prepayment is higher or lower
than you anticipate.
In general, if prevailing interest rates fall significantly below the mortgage
interest rates on the mortgage loans, such mortgage loans are likely to be the
subject of higher principal prepayments than if prevailing rates remain at or
above the rates borne by such mortgage loans. The rate of principal payments on
the offered bonds will correspond to the rate of principal payments on the
mortgage loans and may be affected by the prepayment premium or prepayment
lockout provisions applicable to the mortgage loans and by the extent to which
the Master Servicer or Special Servicer is able to enforce such provisions.
Mortgage loans with prepayment premium provisions, to the extent applicable and
enforceable, generally would be expected to experience a lower rate of
principal prepayments than otherwise identical mortgage loans without such
provisions.
The rate at which voluntary prepayments occur on the mortgage loans is likely
to be affected by a variety of factors, including:
. the terms of the mortgage loans;
. the level of prevailing interest rates;
. the availability of mortgage credit;
. the applicable prepayment premiums or prepayment lockouts, if any;
. the Master Servicer's or Special Servicer's ability to enforce those
premiums;
. the occurrence of casualties or natural disasters; and
. economic, demographic, tax, legal or other factors.
S-25
<PAGE>
Neither the Loan Originator, any of its affiliates nor any other person or
entity is restricted from approaching borrowers through general or targeted
solicitations to encourage such borrowers to refinance their mortgage loans.
Should the Loan Originator or such other person or entity make such
solicitations, the rate at which voluntary prepayments occur on the mortgage
loans may increase.
In addition, if the Mortgage Loan Seller or Loan Originator repurchases any
mortgage loan from the Issuer due to breaches of its representations or
warranties, then the repurchase price will be paid to the holders of the bonds
with the same effect as if the mortgage loan had been prepaid in full. Such a
repurchase may therefore adversely affect the yield to maturity on your bonds.
See "Risk Factors--Rate of Prepayments on Mortgage Loans May Adversely Affect
Average Lives and Yields of Bonds" in the accompanying prospectus.
The exercise by the holder of the ownership interest in the Issuer of its right
to effect a redemption of the bonds as described under "Description of the
Bonds--Optional Redemption" in this prospectus supplement will have the same
effect on the yield to maturity on your bonds as would prepayments in full on
the mortgage loans at that time. See "Risk Factors--Optional Redemption of
Bonds May Adversely Affect Average Lives and Yields of Bonds" in the
accompanying prospectus.
Special Yield Considerations
The yield to maturity on offered bonds (other than the Class S bonds) may be
lower than the yield that would result if the related Bond Interest Rate were
calculated based on One-Month LIBOR plus the related margin without reference
to the Weighted Average Remittance Rate on the Mortgage Loans or the Maximum
Offered Bond Rate. The Bond Interest Rate on such offered bonds is based upon
the value of an index (One-Month LIBOR) which is different from the value of
the indices applicable to the mortgage loans, as described under "Description
of the Mortgage Pool--The Indices" in this prospectus supplement. One-Month
LIBOR and the indices applicable to the mortgage loans (including Six-Month
LIBOR) may respond differently to economic and market factors, and there is not
necessarily any correlation between them. In addition, the adjustable rate
mortgage loans are generally subject to periodic rate caps, maximum mortgage
interest rates (also called lifetime caps) and minimum mortgage interest rates
(also called lifetime floors). Thus, it is possible, for example, that One-
Month LIBOR may rise during periods in which the indices on such mortgage loans
are stable or are falling or that, even if both One-Month LIBOR and such
indices rise during the same period, One-Month LIBOR may rise more rapidly than
such indices and therefore the amount of interest collected on all mortgage
loans net of servicing and trustee fees may be insufficient to pay interest
that is accruing on a class of offered bonds (other than the Class S bonds) at
a rate equal to One-Month LIBOR plus the related margin.
In addition, a number of factors affect the performance of One-Month LIBOR and
may cause One-Month LIBOR to move in a manner different from other indices. To
the extent that One-Month LIBOR may reflect changes in the general level of
interest rates more or less quickly than other indices, in a period of rising
interest rates, increases in the yield to bondholders (other than the Class S
bonds) due to such rising interest rates may occur earlier or later than that
which would be produced by other indices, and in a period of declining rates,
One-Month LIBOR may drop lower or remain higher than other market interest
rates.
S-26
<PAGE>
Although the mortgage interest rates on the adjustable rate mortgage loans will
generally adjust semi-annually, such increases and decreases will be limited by
lifetime or periodic caps or floors, if applicable, on the mortgage interest
rates on each mortgage loan, and will be based on the applicable index (which
may be different from the prevailing indices on other mortgage loans). As a
result, the mortgage interest rates on the mortgage loans at any time may not
equal the prevailing mortgage interest rates for other adjustable-rate loans
and, accordingly, the rate of prepayment may be lower or higher than otherwise
would be anticipated. In addition, because all of the adjustable rate mortgage
loans have lifetime caps on their mortgage interest rates, if prevailing
mortgage interest rates were to increase above such maximum mortgage interest
rates, the rate of prepayment on the mortgage loans may be slower than would
otherwise be the case. In general, if prevailing mortgage interest rates fall
significantly below the mortgage interest rates on the mortgage loans, the rate
of prepayments (including refinancings) will be expected to increase.
Conversely, if prevailing mortgage interest rates rise significantly above the
mortgage interest rates on the mortgage loans, the rate of prepayment on the
mortgage loans will be expected to decrease.
In general, if you purchase a bond at a premium and principal payments on your
bond occur at a rate faster than anticipated at the time of purchase, your
actual yield to maturity will be lower than that assumed at the time of
purchase. Similarly, if you purchase a bond at a discount and principal
payments on your bond occur at a rate slower than that assumed at the time of
purchase, your actual yield to maturity will be lower than assumed at the time
of purchase. See "Yield and Maturity Considerations" in this prospectus
supplement and "Yield Considerations" in the accompanying prospectus.
If on any payment date, funds available to pay interest on the bonds (which
funds will be equal to all available funds, reduced by the principal received
or advanced on the mortgage loans and allocable to such payment date) are
insufficient to pay the Class S Scheduled Payment and interest on the Class A-
1, Class A-2, Class A-3, Class B, Class C, Class D and Class E bonds, the
resulting shortfall will first be borne by the Class S bonds before the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D, and Class E bonds. Any
such shortfall borne by the Class S bonds will be payable on such payment date
or, with interest, on succeeding payment dates, but will be payable only after
the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class X and
Class E bonds have received their interest, principal or the Class X
Distributable Amount, as applicable, for the related payment date.
Basis Risk
The offered bonds (other than the Class S bonds) are exposed to basis risk from
two sources.
First, in general, mortgage interest rates on adjustable rate mortgage loans
may adjust to rates that are lower than the rates on the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D and Class E bonds. The interest rates of
the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E
bonds are based upon the value of One-Month LIBOR, which may be different from
the value of the indices upon which the mortgage interest rates of the
adjustable rate mortgage loans are based. For this reason and because of
variations in interest rate determination dates, interest rate adjustment dates
and interest rate caps for such adjustable rate mortgage loans relative to the
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E bonds,
the interest that becomes due on such mortgage loans (net of the servicing,
trustee and administrator fees) may be less than the amount of
S-27
<PAGE>
interest that would accrue at One-Month LIBOR, plus the applicable margin on
such bonds during the related interest accrual period. In particular, the
interest rates of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class
D and Class E bonds adjust monthly, while the mortgage interest rates of the
adjustable rate mortgage loans adjust at six month intervals, such that the net
mortgage interest rates of the adjustable rate mortgage loans may be lower than
the interest rates on such bonds for extended periods in a rising interest rate
environment. In addition, One-Month LIBOR and the indices applicable to the
adjustable rate mortgage loans may respond to different economic and market
factors, and there is no necessary correlation between them. Thus, it is
possible, for example, that One-Month LIBOR may rise during periods in which
one or more of the indices are stable or are falling or that, even if both One-
Month LIBOR and the indices rise during the same period, One-Month LIBOR may
rise at a different rate than the indices.
Second, if there are significant losses on or prepayments of, the adjustable
rate mortgage loans, interest payments on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E bonds may be supported primarily by the
fixed rate mortgage loans remaining in the mortgage pool.
As a result of these factors, cash available to pay interest on the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E bonds may be less
than the amount of interest that would otherwise accrue on such bonds (without
giving effect to the interest rate cap on such bonds equal to the Weighted
Average Remittance Rate or the Maximum Offered Bond Rate, as applicable). Any
shortfall resulting from the imposition of the interest rate cap on the bonds
provided by the Weighted Average Remittance Rate, referred to in this
prospectus supplement as the LIBOR Deficiency Amount, will be payable on such
payment date or, with interest, on future payment dates, but will only be
payable after payment of all amounts then due and payable on such payment date
on the Class A-1, Class A-2, Class A-3, Class S, Class B, Class C, Class D,
Class X and Class E bonds (other than the payment of such LIBOR Deficiency
Amounts, any Class S Shortfall and any Class X Shortfall). Any shortfall
resulting from the imposition of the interest rate cap on the bonds provided by
the Maximum Offered Bond Rate will not be payable on such payment date or any
future payment date.
Nonrecourse Loans Limit Remedies Following Borrower Default
Certain of the mortgage loans are nonrecourse loans. If there is a default
(other than a default resulting from fraud, willful misconduct or certain other
specified events), there may only be recourse against the specific properties
and other assets that have been pledged to secure such mortgage loan. Even if a
mortgage loan provides for recourse to a borrower (which may be a special
purpose entity established solely to own the related mortgaged property) or its
affiliates, it is unlikely the Issuer will ultimately recover any amounts not
realized from the mortgaged property.
Certain Legal Considerations
Some of the mortgages contain a due-on-sale clause, which permits the lender to
accelerate the maturity of the mortgage loan if the borrower sells, transfers
or conveys the related mortgaged property or its interest in the mortgaged
property. The mortgages also include a debt-acceleration clause, which permits
the lender to accelerate the debt upon a monetary or non-monetary default of
the borrower. Such clauses are generally enforceable subject to certain
exceptions. The courts of all
S-28
<PAGE>
states will enforce clauses providing for acceleration in the event of a
material payment default. The equity courts of any state, however, may refuse
the foreclosure of a mortgage when an acceleration of the indebtedness would be
inequitable or unjust or the circumstances would render the acceleration
unconscionable.
Certain of the mortgage loans will be secured in part by an assignment of
leases and rents pursuant to which the borrower typically assigns its right,
title and interest as landlord under the leases on the related mortgaged
property and the income derived therefrom to the lender as further security for
the related mortgage loan, while retaining a license to collect rents for so
long as there is no default. If the borrower defaults, the license terminates
and the lender is entitled to collect rents. Such assignments are typically not
perfected as security interests prior to actual possession of the cash flows.
Some state laws may require that the lender take possession of the mortgaged
property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, if bankruptcy or similar
proceedings are commenced by or in respect of the borrower, the lender's
ability to collect the rents may be adversely affected.
Subordination of Subordinated Bonds
The rights of the holders of a class of bonds to receive payments on their
bonds will generally be subordinated to the rights of the holders of classes of
bonds having an earlier alphabetic designation, except that (i) all classes of
bonds other than the Class A-1 and Class A-2 bonds will be subordinated in
right of payment to the Class S bonds (to the extent of its entitlement to the
Class S Distributable Amount) and (ii) all classes of bonds, other than the
Class A-1, Class A-2, Class S (to the extent of its entitlement to the Class S
Distributable Amount), Class A-3, Class B, Class C and Class D (to the extent
of its entitlement to interest) bonds will be subordinated in right of payment
to Class X (to the extent of its entitlement to the Class X Distributable
Amount). For example, the rights of the holders of the Class D bonds to receive
payments of principal and the rights of the holders of the Class E bonds to
receive payments of principal and interest are subordinated to the rights of
the holders of the Class A-1, Class A-2, Class S (to the extent of its
entitlement to the Class S Distributable Amount), Class A-3, Class B, Class C,
Class D (to the extent of its entitlement to interest) and Class X (to the
extent of its entitlement to the Class X Distributable Amount) bonds. In
addition the rights of the holders of the Class E bonds to receive payments on
their bonds will be subordinated to the rights of the holders of the Class A-1,
Class A-2, Class S, Class A-3, Class B, Class C, Class D and Class X (to the
extent of its entitlement to the Class X Distributable Amount) bonds. Such
subordination is intended to reduce the likelihood of temporary shortfalls and
ultimate losses to holders of the more senior classes of bonds. However, the
amount of subordination afforded to any class of bonds is limited. In addition,
the impact of losses and shortfalls experienced with respect to the mortgage
loans may fall primarily upon those classes of bonds having a more subordinate
right of payment.
In addition, payments in respect of LIBOR Deficiency Amounts on the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E bonds and payments
on the Class S bonds in respect of Class S Shortfalls are effectively
subordinated to all classes of bonds other than the Class F, Class G and Class
H bonds because such amounts are payable in a lower payment priority than are
the other payments on the Class A-1, Class A-2, Class A-3, Class S, Class B,
Class C, Class D, Class X and Class E bonds.
S-29
<PAGE>
The credit support provided by overcollateralization and by the subordination
of certain classes of bonds to other classes of bonds has been determined on
the basis of criteria established by each rating agency based upon an assumed
level of defaults, delinquencies and losses on the mortgage loans. We cannot
assure you, however, that the loss experienced on the mortgage loans will not
exceed such assumed levels. See "Description of the Bonds--Subordination" in
this prospectus supplement.
Commercial Lending is Dependent Upon Net Operating Income
The mortgage loans are secured by various income-producing commercial
properties. The repayment of a commercial loan generally is dependent upon the
ability of the applicable property to produce cash flow and to the extent there
is recourse to the borrower, the ability of the borrower to repay such loan.
Even the liquidation value of a commercial property is determined, in
substantial part, by the capitalization of the property's cash flow. However,
net operating income can be volatile and may be insufficient to cover debt
service on the loan at any given time.
The net operating income and property value of the mortgaged properties may be
affected adversely by a large number of factors. Some of these factors relate
to the property itself, such as:
. the age, design and construction quality of the property;
. perceptions regarding the safety, convenience and attractiveness of the
property;
. the adequacy and attractiveness of competing properties;
. the adequacy of the property's management and maintenance;
. increases in operating expenses;
. an increase in the capital expenditures needed to maintain the property or
make improvements;
. a decline in the financial condition of a major tenant;
. an increase in vacancy rates; and
. a decline in rental rates as leases are renewed or entered into with new
tenants.
Other factors are more general in nature, such as:
. national, regional or local economic conditions (including plant closings,
industry slowdowns and unemployment rates);
. local real estate conditions (such as an oversupply of retail space, office
space or multifamily housing);
. demographic factors;
. consumer confidence;
. consumer tastes and preferences; and
. retroactive changes in building codes.
The volatility of net operating income will be influenced by many of the
foregoing factors, as well as by:
. the length of tenant leases;
S-30
<PAGE>
. the creditworthiness of tenants;
. in the case of rental properties, the rate at which new rentals occur; and
. the property's "operating leverage" (i.e., the percentage of total property
expenses in relation to revenue).
A decline in the real estate market or in the financial condition of a major
tenant will tend to have a more immediate effect on the net operating income of
properties with short-term revenue sources than on properties with longer term
revenue sources, and may lead to higher rates of delinquency or default. See
"Risk Factors--Factors Which May Increase the Risk of Losses on Mortgage Loans
Secured by Multifamily/Commercial Property Versus Single Family Property" and
"--Increased Risk of Losses in Connection with Commercial Loans and Leases" in
the accompanying prospectus.
Property Value May be Adversely Affected Even When Current Net Operating Income
is Not
Various factors may adversely affect the value of the mortgaged properties
without affecting the properties' current net operating income. These factors
include: changes in governmental regulations, fiscal policy, zoning or tax
laws; potential environmental legislation or liabilities or other legal
liabilities; the availability of refinancing; and changes in interest rate
levels.
Lack of Skillful Property Management Entails Risks
The successful operation of a real estate project depends upon the property
manager's performance and viability. The property manager is responsible for:
. responding to changes in the local market;
. planning and implementing the rental structure;
. operating the property and providing building services;
. managing operating expenses; and
. assuring that maintenance and capital improvements are carried out in a
timely fashion.
Properties deriving revenues primarily from short-term sources generally are
more management intensive than properties leased to creditworthy tenants under
long-term leases.
We make no representation or warranty as to the skills of any present or future
managers. Additionally, we cannot assure you that the property managers will be
in a financial condition to fulfill their management responsibilities
throughout the terms of their respective management agreements.
Property Managers May Experience Conflicts of Interest in Managing Multiple
Properties
The managers of the mortgaged properties and the borrowers may experience
conflicts of interest in the management and/or ownership of such properties
because:
. a substantial number of the mortgaged properties are managed by property
managers affiliated with the respective borrowers;
. these property managers also may manage and/or franchise additional
properties, including properties that may compete with the mortgaged
properties; and
. affiliates of the managers and/or the borrowers, or the managers and/or the
borrowers themselves, also may own other properties, including competing
properties.
S-31
<PAGE>
Conflicts of Interest Between the Special Servicer and the Issuer
The Special Servicer or its affiliates own and are in the business of acquiring
assets similar to the Mortgage Loans owned by the Issuer. To the extent that
any mortgage loans owned and/or serviced by the Special Servicer or its
affiliates are similar to the Mortgage Loans owned by the Issuer, the mortgaged
properties related to such mortgage loans may, depending upon certain
circumstances such as the location of the mortgaged property, compete with the
Mortgaged Properties related to the Mortgage Loans owned by the Issuer for
tenants, purchasers, financing and similar resources and such competition may
adversely affect the amount and timing of collections on the Mortgage Loans.
Changes in Zoning Laws May Affect Ability to Repair or Restore Mortgaged
Property
Due to changes in applicable building and zoning ordinances and codes affecting
certain of the mortgaged properties which have come into effect after the
construction of such properties, certain mortgaged properties may not comply
fully with current zoning laws because of:
. density;
. use;
. parking;
. set-back requirements; or
. other building related conditions.
Such changes will not interfere with the current use of the mortgaged property.
However, such changes may limit the ability of the related borrower to rebuild
the premises "as is" in the event of a substantial casualty loss which may
adversely affect the ability of the borrower to meet its mortgage loan
obligations from cash flow. Generally, mortgage loans secured by mortgaged
properties that no longer conform to current zoning ordinances and codes may
require the borrower to maintain "law and ordinance" coverage which will insure
the increased cost of construction to comply with current zoning ordinances and
codes. Insurance proceeds may not be sufficient to pay off such mortgage loan
in full. In addition, if the mortgaged property were to be repaired or restored
in conformity with then current law, its value could be less than the remaining
balance on the mortgage loan and it may produce less revenue than before such
repair or restoration.
Compliance with Americans with Disabilities Act May Result in Additional Costs
Under the Americans with Disabilities Act of 1990, all public accommodations
are required to meet certain federal requirements related to access and use by
disabled persons. To the extent a mortgaged property does not comply with the
Americans with Disabilities Act of 1990, the related borrower may be required
to incur costs to comply with such law. In addition, noncompliance could result
in the imposition of fines by the federal government or an award of damages to
private litigants.
Appraisals Have Certain Limitations
Appraisals were obtained with respect to each of the mortgaged properties prior
to the origination of the applicable mortgage loan. In general, appraisals
represent the analysis and opinion of qualified appraisers and are not
guarantees of present or future value. One appraiser may reach a different
conclusion than the conclusion that would be reached if a different appraiser
were appraising the
S-32
<PAGE>
same property. Moreover, appraisals seek to establish the amount a typically
motivated buyer would pay a typically motivated seller and, in certain cases,
may have taken into consideration the purchase price paid by the borrower. Such
amount could be significantly higher than the amount obtained from the sale of
a mortgaged property under a distress or liquidation sale. We cannot assure you
that the information set forth in this prospectus supplement regarding
appraised values or loan-to-value ratios accurately reflects past, present, or
future market values of the mortgaged properties.
Authority to Effect Other Borrowings Entails Risks
Some of the mortgaged properties may be encumbered by subordinate loans, and
certain of the mortgage loans may permit the borrower to incur additional
indebtedness other than in the ordinary course of business or to utilize the
mortgaged property as collateral for subordinated loans. Substantially all of
the mortgage loans also permit the related borrower to incur limited
indebtedness in the ordinary course of business.
When a mortgage loan borrower (or its constituent partners or other members)
also has one or more other outstanding loans (even subordinate or mezzanine
loans), the owner of the mortgage loan is subjected to additional risk. The
borrower may have difficulty servicing and repaying multiple loans. The
existence of another loan generally also will make it more difficult for the
borrower to obtain refinancing of the mortgage loan and may thereby jeopardize
repayment of the mortgage loan. Moreover, the need to service additional debt
may reduce the cash flow available to the borrower to operate and maintain the
mortgaged property.
Additionally, if the borrower (or its constituent partners or other members)
defaults on the mortgage loan and/or any other loan, actions taken by other
lenders could impair the security available for the bonds. If a junior lender
files an involuntary petition for bankruptcy against the borrower (or the
borrower files a voluntary petition to stay enforcement by a junior lender),
the Special Servicer's ability to foreclose would be automatically stayed, and
principal and interest payments might not be made during the course of the
bankruptcy case. The bankruptcy of another lender also may operate to stay
foreclosure by the Special Servicer.
Further, if another loan secured by the mortgaged property is in default, the
other lender may foreclose on the mortgaged property, absent an agreement to
the contrary, thereby causing a delay in payments and/or an involuntary
repayment of the mortgage loan prior to maturity. The costs and administrative
burdens of involvement in foreclosure proceedings or related litigation may
adversely impact the amount of funds available to pay bondholders.
Geographic Concentration Entails Risks
Concentrations of mortgaged properties in geographic areas may increase the
risk that adverse economic or other developments or a natural disaster
affecting a particular region of the country could increase the frequency and
severity of losses on mortgage loans secured by such mortgaged properties.
There are 5 states in which 5% or more of the mortgaged properties (based on
Cut-Off Date principal balance) are located, and a majority of the mortgage
loans (by Cut-Off Date principal balance), are secured by California
properties. Approximately 85.2% of the mortgaged properties, representing
approximately 56.2%, 8.3%, 7.6%, 7.4% and 5.8%, respectively, of the aggregate
principal balance of the mortgage loans as of the Cut-Off Date, are located in
California, Oregon,
S-33
<PAGE>
Arizona, Washington and Colorado. 409 mortgage loans, representing
approximately 45.3% of the mortgage loans by aggregate principal balance as of
the Cut-Off Date, are secured by mortgaged properties located in Southern
California, primarily in Los Angeles, San Diego, Riverside and Orange counties.
In recent periods, several regions of the United States (including California)
have experienced significant real estate downturns. Regional economic declines
or conditions in regional real estate markets could adversely affect the income
from, and market value of, the related mortgaged properties. In addition, the
economies of the states in which there is a concentration of mortgaged
properties may be affected adversely to a greater degree than those of other
areas of the country by certain developments affecting industries concentrated
in such states. See "Description of the Mortgage Pool--Certain Characteristics
of the Mortgage Loans" in this prospectus supplement.
Other regional factors--e.g., earthquakes, floods or hurricanes or changes in
governmental rules or fiscal policies--also may adversely affect the mortgaged
properties. For example, mortgaged properties located in California may be more
susceptible to certain hazards (such as earthquakes) than properties in other
parts of the country.
None of the borrowers is required to maintain earthquake insurance. Standard
hazard insurance policies specifically exclude damage caused by earthquakes
from coverage thereunder.
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses
Some of the mortgaged properties may not be readily convertible to alternative
uses if those properties should become unprofitable for any reason. Converting
commercial properties to alternate uses generally would require substantial
capital expenditures. The liquidation value of any such mortgaged property
consequently may be substantially less than would be the case if the property
were readily adaptable to other uses.
Zoning, building codes and other restrictions also may prevent conversion to
alternative uses.
Multifamily Properties Have Special Risks
Multifamily properties secure 556 of the underlying mortgage loans representing
approximately 61.9% of the aggregate principal balance of the mortgage loans as
of the Cut-Off Date.
A large number of factors may adversely affect the value and successful
operation of a multifamily property, including:
. the physical attributes of the property (e.g., its age, appearance and
construction quality);
. the location of the property (e.g., a change in the neighborhood over time);
. the ability of management to provide adequate maintenance and insurance;
. the types of services the property provides;
. the property's reputation;
. the level of mortgage interest rates (which may encourage tenants to purchase
rather than lease housing);
. the presence of competing properties;
S-34
<PAGE>
. the shopping and other amenities in the vicinity of the property;
. adverse local or national economic conditions; and
. state and local regulations.
See "Risk Factors--Risks Particular to Multifamily Properties" in the
accompanying prospectus.
Retail Properties Have Special Risks
Retail properties secure 89 of the underlying mortgage loans representing
approximately 14.0% of the aggregate principal balance of the mortgage loans as
of the Cut-Off Date. The quality and success of a retail property's tenants
significantly affect the property's value. For example, if the sales of retail
tenants were to decline, rents tied to a percentage of gross sales may decline
and those tenants may be unable to pay their rent or other occupancy costs.
The presence or absence of an "anchor tenant" in a shopping center also can be
important, because anchors play a key role in generating customer traffic and
making a center desirable for other tenants. The economic performance of a
retail property generally would be affected adversely by:
. an anchor tenant's failure to renew its lease;
. termination of an anchor tenant's lease;
. the bankruptcy or economic decline of an anchor tenant or borrower-owned
anchor; or
. the cessation of the business of a borrower-owned anchor or of an anchor
tenant (notwithstanding its continued payment of rent).
If anchor stores in a mortgaged property were to close, the related borrower
may be unable to replace those anchors in a timely manner or without suffering
adverse economic consequences.
Retail properties also face competition from sources outside a given real
estate market. For example, all of the following compete with more traditional
retail properties for consumer dollars: factory outlet centers; discount
shopping centers and clubs; catalogue retailers; home shopping networks;
Internet web sites; and telemarketing. Continued growth of these alternatives
to retail outlets (which often have lower operating costs) could affect
adversely the rents collectible at the retail properties securing loans
included in the mortgage pool, as well as the income from, and market value of,
the mortgaged properties. See "Risk Factors--Risks Particular to Retail
Properties" in the accompanying prospectus.
Moreover, additional competing retail properties may be built in the areas
where the retail properties are located.
Office Properties Have Special Risks
Office properties secure 58 of the underlying mortgage loans representing
approximately 8.6% of the aggregate principal balance of the mortgage loans as
of the Cut-Off Date. A large number of factors may affect adversely the value
of office properties, including:
. the quality of an office building's tenants;
S-35
<PAGE>
. the physical attributes of the building in relation to competing buildings
(e.g., age, condition, design, parking, access to transportation and ability
to offer certain amenities, such as sophisticated building systems);
. the desirability of the area as a business location; and
. the strength and nature of the local economy (including labor costs and
quality, tax environment and quality of life for employees).
See "Risk Factors--Risks Particular to Office Properties" in the accompanying
prospectus.
Moreover, the cost of refitting office space for a new tenant is often higher
than the cost of refitting other types of property.
Certain Additional Risks Relating to Tenants
The income from, and market value of, the mortgaged properties leased to
various tenants would be affected adversely if:
. space in the mortgaged properties could not be leased or re-leased;
. tenants were unable to meet their lease obligations;
. a significant tenant were to become a debtor in a bankruptcy case; or
.rental payments could not be collected for any other reason.
Repayment of the mortgage loans secured by retail and office properties will be
affected by the expiration of leases and the ability of the borrowers to renew
the leases or relet the space on comparable terms.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvement allowances, other concessions and
leasing commissions, could be substantial and could reduce cash flow from the
mortgaged properties. Moreover, if a tenant defaults in its obligations to a
borrower, the borrower may incur substantial costs and experience significant
delays associated with enforcing its rights and protecting its investment,
including costs incurred in renovating and reletting the property.
Risks Relating to Enforceability of Cross-Collateralization
16 mortgage loans, representing approximately 2.7% of the aggregate principal
balance of the mortgage loans as of the Cut-Off Date, are cross-collateralized
with other mortgage loans in the mortgage pool. Cross-collateralization
arrangements involving more than one borrower could be challenged as fraudulent
conveyances by creditors of the related borrower in an action brought outside a
bankruptcy case or, if such borrower were to become a debtor in a bankruptcy
case, by the borrower's representative.
A lien granted by such a borrower entity could be avoided if a court were to
determine that:
. such borrower was insolvent when it granted the lien, was rendered
insolvent by the granting of the lien, or was left with inadequate
capital after the lien was granted; and
S-36
<PAGE>
. such borrower did not receive fair consideration or reasonably equivalent
value when it allowed its mortgaged property or properties to be
encumbered by a lien securing the entire indebtedness.
Among other things, a legal challenge to the granting of the liens may focus on
the benefits realized by such borrower from the respective mortgage loan
proceeds, as well as the overall cross- collateralization. If a court were to
conclude that the granting of the liens was an avoidable fraudulent conveyance,
the court could:
. subordinate all or part of the pertinent mortgage loan to existing or
future indebtedness of that borrower;
. recover payments made under that mortgage loan; or
. take other actions detrimental to the holders of the offered bonds,
including, under certain circumstances, invalidating the mortgage loan or
the mortgages securing such cross-collateralization.
Different Timing of Prepayments and Mortgage Loan Amortization Poses Certain
Risks
As principal payments or prepayments are made on a mortgage loan that is part
of the mortgage pool, the remaining mortgage loans in the mortgage pool may be
subject to more concentrated risks with respect to the diversity of mortgaged
properties, types and locations of mortgaged properties and the number of
borrowers. See the table entitled "Year of Scheduled Maturity" under
"Description of the Mortgage Pool--Certain Characteristics of the Mortgage
Loans" in this prospectus supplement for a description of the respective
maturity dates of the Mortgage Loans. Classes that have a lower payment
priority are more likely to be exposed to this concentration risk than are
classes with a higher payment priority. This is so because principal on the
offered bonds generally is payable in sequential order, and no class entitled
to payment of principal generally will be entitled to receive any payment of
principal until the principal amount of the class or classes entitled to
receive principal with a higher payment priority have been reduced to zero.
Increased Risk of Default Associated with Adjustable Rate Mortgage Loans
Adjustable rate mortgage loans represent approximately 67.4% of the aggregate
principal balance of the mortgage loans as of the Cut-Off Date. Increases in
the required monthly payment for adjustable rate mortgage loans due to
increases in their interest rates may make it more difficult for the related
borrowers to meet their obligations under such mortgage loans. Therefore, such
interest rate increase can be expected to increase the default rate for such
loans.
Borrower May Be Unable to Repay Remaining Principal Balance on Maturity Date
249 of the mortgage loans representing approximately 34.8% of the aggregate
principal balance of the mortgage loans as of the Cut-Off Date are Balloon
Mortgage Loans which are expected to have substantial remaining principal
balances as of their respective maturity dates.
A borrower's ability to repay a Balloon Mortgage Loan on its maturity date
typically will depend upon its ability either to refinance the loan or to sell
the mortgaged property at a price sufficient to
S-37
<PAGE>
permit repayment. A borrower's ability to achieve either of these goals will be
affected by a number of factors, including:
. the availability of, and competition for, credit for commercial real estate
projects;
. prevailing interest rates;
. the anticipated future net cash flow from, and fair market value of, the
related property;
. the borrower's equity in the related property;
. the borrower's financial condition;
. the financial condition of the tenants at the related property;
. the operating history and occupancy level of the related property;
. tax laws; and
. prevailing general and regional economic conditions.
The availability of funds in the credit markets fluctuates over time. Thus,
Balloon Mortgage Loans involve greater risks than fully amortizing loans.
We cannot assure you that each borrower will have the ability to repay the
remaining principal balance on the maturity date of its Balloon Mortgage Loan.
See "Description of the Mortgage Pool--Certain Characteristics of the Mortgage
Loans" in this prospectus supplement and "Risk Factors--Risks of Loss on
Balloon Payment Loan if Obligor is Unable to Refinance or Sell Related
Property" in the accompanying prospectus.
Extension Risk Associated With Modification of Mortgage Loans with Balloon
Payments
In order to maximize recoveries on defaulted mortgage loans, the Special
Servicer may extend and modify mortgage loans that are in material default or
as to which a payment default (including the failure to make a Balloon Payment)
is reasonably foreseeable. There can be no assurance, however, that any such
extension or modification will increase the present value of recoveries in a
given case. Any delay in collection of a Balloon Payment that would otherwise
be payable in respect of a class of bonds, whether such delay is due to
borrower default or to modification of the related mortgage loan by the Special
Servicer, will likely extend the weighted average life of such class of bonds.
See "Yield and Maturity Considerations" in this prospectus supplement and in
the accompanying prospectus and "Risk Factors--Risks Associated with Obligor
Default" in the accompanying prospectus.
One Action and Anti-Deficiency Considerations
Several states (including California) have laws that prohibit more than one
"judicial action" to enforce a mortgage obligation, and some courts have
construed the term "judicial action" broadly. If a mortgage loan is secured by
multiple properties located in more than one state, the Special Servicer may be
required to foreclose first on properties located in states where such "one
action" rules apply (and where non-judicial foreclosure is permitted and not
deemed to be an action) before foreclosing on properties located in states
where judicial foreclosure is the only permitted method of foreclosure. In
addition, several states (including California) have laws that prohibit lenders
from obtaining deficiency judgments against borrowers with respect to mortgage
loans following non-judicial
S-38
<PAGE>
foreclosure of the property securing the mortgage loans, even if the loan
documents do not contain any language limiting the lender's ability to seek
recourse from the borrowers. These laws could limit severely a lender's ability
to recover all amounts due with respect to defaulted mortgage loans, limiting
the cash available for application to bond payments. See "Certain Legal Aspects
of the Mortgage Loans" in this prospectus supplement and "Certain Legal Aspects
of the Mortgage Loans and the Leases" in the accompanying prospectus.
Bankruptcy Proceedings Entail Certain Risks
Under the Bankruptcy Code, the filing of a petition in bankruptcy by or against
a borrower will stay the sale of the real property owned by that borrower, as
well as the commencement or continuation of a foreclosure action. In addition,
if a court determines that the value of the mortgaged property is less than the
principal balance of the mortgage loan it secures, the court may prevent a
lender from foreclosing on the mortgaged property (subject to certain
protections available to the lender). As part of a restructuring plan, a court
also may reduce the amount of secured indebtedness to the then-value of the
mortgaged property. Such an action would make the lender a general unsecured
creditor for the difference between the then-value and the amount of its
outstanding mortgage indebtedness.
A bankruptcy court may also:
. grant a debtor a reasonable time to cure a payment default on a mortgage
loan;
. reduce monthly payments due on a mortgage loan;
. change the rate of interest due on a mortgage loan; or
. otherwise alter the mortgage loan's repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior
lienholder may stay the senior lienholder from taking action to foreclose on
the junior lien. Additionally, the borrower's trustee or the borrower, as
debtor-in-possession, has certain special powers to avoid, subordinate or
disallow debts. In certain circumstances, the claims of the trustee may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.
Under the Bankruptcy Code, the lender will be stayed from enforcing a
borrower's assignment of rents and leases. The Bankruptcy Code also may
interfere with the ability of the Master Servicer or Special Servicer to
enforce lockbox requirements. The legal proceedings necessary to resolve these
issues can be time consuming and may significantly delay the receipt of rents.
Rents also may escape an assignment to the extent they are used by the borrower
to maintain the mortgaged property or for other court authorized expenses.
As a result of the foregoing, the Indenture Trustee's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the
aggregate amount ultimately collected may be substantially less than the amount
owed. See "Risk Factors--Bankruptcy or Insolvency of the Issuer" in the
accompanying prospectus.
Tenant Bankruptcy Entails Risks
The bankruptcy or insolvency of a major tenant, or a number of smaller tenants,
in retail, office and certain other properties may affect adversely the income
produced by a mortgaged property. Under
S-39
<PAGE>
the federal bankruptcy code (the "Bankruptcy Code"), a bankrupt tenant has the
option of assuming or rejecting any unexpired lease. If the tenant rejects the
lease, the landlord's claim for breach of the lease would be a general
unsecured claim against the tenant (absent collateral securing the claim). The
claim would be limited to the unpaid rent reserved under the lease for the
periods prior to the bankruptcy petition (or earlier surrender of the leased
premises) which are unrelated to the rejection, plus the greater of one year's
rent or 15% of the remaining reserved rent (but not more than three years'
rent).
Environmental Risks Relating to the Mortgaged Properties
Various environmental laws may make a current or previous owner or operator of
real property liable for the costs of removal or remediation of hazardous or
toxic substances on, under, adjacent to or in such property. Those laws often
impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of the hazardous or toxic substances. For
example, certain laws impose liability for release of asbestos-containing
materials ("ACMs") into the air or require the removal or containment of ACMs.
In some states, contamination of a property may give rise to a lien on the
property to assure the costs of cleanup. In some states, this lien has priority
over the lien of an existing mortgage. Additionally, third parties may seek
recovery from owners or operators of real properties for personal injury
associated with ACMs or other exposure to hazardous substances.
The owner's liability for any required remediation generally is not limited by
law and could accordingly exceed the value of the property and/or the aggregate
assets of the owner. The presence of hazardous or toxic substances also may
adversely affect the owner's ability to refinance using the property as
collateral or to sell the property to a third party. The presence of, or strong
potential for contamination by, hazardous substances consequently can have a
material adverse effect on the value of the property and a borrower's ability
to repay its mortgage loan.
In addition, under certain circumstances, a lender (such as the Issuer) could
be liable for the costs of responding to an environmental hazard. See "Risk
Factors--Environmental Risks" in the accompanying prospectus.
A substantial number of the borrowers may not have made any representation with
respect to whether any mortgaged property was in compliance with applicable
environmental laws and regulations on the date of the origination of the
related mortgage loan. Even where any such representation was made, the
principal security for the obligations under each mortgage loan consists of the
mortgaged property and, accordingly, if any such representations are breached,
there can be no assurance that any other assets of the borrower would be
available in connection with any exercise of remedies in respect of such
breach.
Either a complete Phase I environmental assessment ("Environmental Site
Assessment") was conducted or a compilation of databases, made available by
several regulatory agencies constructed by a private servicer with respect to
an area within a certain radius surrounding the subject property, was reviewed
("Data Base Compilation Review") in connection with the origination of the
mortgage loans. As a general guideline, mortgage loans of less than $1 million
in original principal amount have a Data Base Compilation Review, and mortgage
loans of greater than $1 million in original principal amount have both an
Environmental Site Assessment and a Data Base Compilation Review.
S-40
<PAGE>
In some instances, exceptions to this guideline have been made due to, among
other things, the property's use, location, tenants, neighboring properties and
age. All environmental reports have been completed by individuals who are
qualified, trained and licensed to conduct such analysis. Local, regional or
national environmental firms have been engaged to complete such reports.
With respect to 82 mortgage loans, representing approximately 25.8% of the
aggregate principal balance of the mortgage loans as of the Cut-Off Date, an
Environmental Site Assessment of the related Mortgaged Property was obtained.
With respect to 803 mortgage loans, representing 100.0% of the aggregate
principal balance of the mortgage loans as of the Cut-Off Date, a Data Base
Compilation Review was obtained.
The Environmental Site Assessments and Data Base Compilation Reviews have not
revealed any environmental liability that we believe would have a material
adverse effect on the borrowers' businesses, assets or results of operations
taken as a whole. Nevertheless, there may be material environmental liabilities
of which we are unaware. Moreover, there is no assurance that: (1) future laws,
ordinances or regulations will not impose any material environmental liability;
or (2) the current environmental condition of the mortgaged properties will not
be adversely affected by tenants or by the condition of land or operations in
the vicinity of the mortgaged properties (such as, for example, underground
storage tanks).
Before the Special Servicer acquires title to a mortgaged property or assumes
operation of a mortgaged property, it must obtain an environmental assessment
of the property. This requirement will decrease the likelihood that the Issuer
will become liable under any environmental law. However, this requirement may
effectively preclude foreclosure until a satisfactory environmental assessment
is obtained (or until any required remedial action thereafter is taken). There
is accordingly some risk that the mortgaged property will decline in value
while this assessment is being obtained. Moreover, we cannot assure you that
this requirement will effectively insulate the Issuer from potential liability
under environmental laws.
Risks Relating to Litigation
There may be pending or threatened legal proceedings against the borrowers and
managers of the mortgaged properties and their respective affiliates arising
out of the ordinary business of the borrowers, managers and affiliates. We
cannot assure you that any such litigation would not have a material adverse
effect on your investment.
Potential Absence of Attornment Provisions Entails Risks
In some jurisdictions, if tenant leases are subordinate to the lien created by
a mortgage and do not contain attornment provisions (i.e., provisions requiring
the tenant to recognize a successor owner following foreclosure as landlord
under the lease), the leases may terminate upon the transfer of the property to
a foreclosing lender or purchaser at foreclosure. We did not review leases to
ascertain the existence of attornment or subordination provisions. Accordingly,
if a mortgaged property is located in such a jurisdiction and is leased to one
or more desirable tenants under leases that are subordinate to the mortgage and
do not contain attornment provisions, such mortgaged property could experience
a further decline in value if such tenants' leases should be terminated. This
is particularly likely if such tenants were paying above-market rents or could
not be replaced.
S-41
<PAGE>
If a lease is not subordinate to a mortgage, the Issuer will not possess the
right to dispossess the tenant upon foreclosure of the mortgaged property
(unless it has otherwise agreed with the tenant). If the lease contains
provisions inconsistent with the mortgage (e.g., provisions relating to
application of insurance proceeds or condemnation awards) or which could affect
the enforcement of the lender's rights (e.g., a right of first refusal to
purchase the mortgaged property), the provisions of the lease will take
precedence over the provisions of the mortgage.
Limitations on Rights for Breaches of Representations and Warranties Entail
Risks
Each of the Mortgage Loan Seller and the Loan Originator has made certain
representations and warranties relating to the mortgage loans. These
representations and warranties are described in Annex D to this prospectus
supplement and under "Description of the Mortgage Pool--Representations and
Warranties; Repurchases" in this prospectus supplement. If a breach of any such
representation or warranty occurs with respect to any mortgage loan that
materially and adversely affects the value of such mortgage loan or the
interest of the Issuer or the Bondholders therein, then the Mortgage Loan
Seller or the Loan Originator, as applicable, will be required to repurchase
such mortgage loan. The obligation of the Mortgage Loan Seller or the Loan
Originator to repurchase the mortgage loans as to which it has breached such
representation or warranty is your exclusive remedy against the Mortgage Loan
Seller and the Loan Originator, respectively. We cannot assure you that in the
future the Mortgage Loan Seller or the Loan Originator will have sufficient
assets to repurchase the mortgage loans that it is required to repurchase. See
"The Loan Originator and Primary Servicer" in this prospectus supplement.
Neither you nor the Indenture Trustee will have any other remedy for any breach
of such representations and warranties. Neither the Mortgage Loan Seller nor
the Loan Originator will have any obligation regarding a breach by the other
party of a representation or warranty made by such other party.
Special Servicer Actions
In connection with the servicing of Specially Serviced Mortgage Loans, the
Special Servicer may take actions with respect to such mortgage loans that
could affect adversely the holders of some or all of the classes of offered
bonds. As described under "Master Servicer and Special Servicer--
Responsibilities of the Special Servicer" in this prospectus supplement, the
actions of the Special Servicer will be subject to review by Monitoring
Bondholders, who may have interests in conflict with those of the holders of
the other classes of bonds. The Servicing Agreement provides that the Special
Servicer shall administer the mortgage loans in accordance with the applicable
Servicing Standards set forth under "Master Servicer and Special Servicer" in
this prospectus supplement, without regard to ownership of any bond by the
Special Servicer or its affiliates.
Risks of Limited Liquidity and Market Value
Your bonds will not be listed on any national securities exchange or on any
automated quotation system of any registered securities association such as the
NASDAQ, and there is currently no secondary market for your bonds. While the
Underwriters currently intend to make a secondary market in the Class A-1,
Class A-2, Class S, Class A-3, Class B and Class C bonds, they are not
obligated to do so. Accordingly, you may not have an active or liquid secondary
market for your bonds. Lack of liquidity could result in a substantial decrease
in the market value of your bonds. See "Risk Factors--Limited Liquidity for
Bonds" in the accompanying prospectus.
S-42
<PAGE>
Limitations on Issuer Events of Default
Interest will be payable on each class of bonds on each payment date only to
the extent that there are funds available for such purpose in the collection
account. It will not be an event of default (an "Issuer Event of Default")
under the Indenture if the Issuer fails to pay the accrued interest payment
amount to any class of bonds (other than the most senior outstanding class of
bonds) on any payment date. It will not be an Issuer Event of Default if the
principal balance of the mortgage loans declines below the aggregate bond
principal amount of the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D, Class E, Class F, Class G and Class H bonds, or of any particular
class or classes thereof. Following an event of default under the Indenture,
the Indenture Trustee, at the direction of the holders of bonds representing
more than 50% of the Voting Rights of each class of bonds (or more than 50% of
the Voting Rights of the most senior outstanding class of bonds, if such class
of bonds has not received its interest payable (or the Class S Distributable
Amount, with respect to the Class S bonds or the Class X Distributable Amount,
with respect to the Class X bonds) on any payment date), will be required to
declare all the bonds to be due and payable. In connection with any such
declaration of acceleration, the Indenture Trustee may liquidate the collateral
generally only at the direction of the holders of offered bonds representing
more than 50% of the Voting Rights of each such class of bonds or, if the
proceeds of such liquidation will not be sufficient to discharge in full all
amounts then due and unpaid on such bonds, 100% of the Voting Rights of all the
outstanding classes of offered bonds. For purposes of the foregoing, bonds held
by the Issuer, the Depositor or any of their affiliates will be deemed not to
be outstanding. See "Description of Operative Agreements--Certain Terms of the
Indenture--Issuer Events of Default" in this prospectus supplement.
The market value of the mortgage loans will fluctuate as mortgage interest
rates fluctuate, among other things. Following an event of default under the
Indenture, there is no assurance that the market value of the mortgage loans
will be equal to or greater than the unpaid principal and accrued interest due
on the bonds, together with any other expenses or liabilities payable from the
proceeds resulting from the liquidation of the mortgage loans. Investors in
certain classes of bonds may have a disincentive to authorize the liquidation
of mortgage loans following an event of default under the Indenture because the
net proceeds of such liquidation may be insufficient to pay in full the
principal of and interest on their bonds.
The inability of investors in a particular class of bonds independently to
force the sale of the mortgage loans even though an event of default under the
Indenture has occurred, and the inability of bondholders to generally force a
sale of the mortgage loans regardless of a substantial decline in the aggregate
principal balance of the mortgage loans, may adversely affect the holders of
one or more classes of bonds, particularly those classes of bonds having lower
payment priorities.
Risks Relating to Lack of Bondholder Control Over Mortgage Loans
You generally do not have a right to vote, except in connection with events of
default and certain amendments to the Indenture and the Servicing Agreement.
You will generally not have the right to make decisions with respect to the
administration of the mortgage loans. Such decisions are generally made by the
Master Servicer, the Primary Servicer, the Special Servicer or the Indenture
Trustee in accordance with the terms of the Indenture and the Servicing
Agreement. Their decisions may be
S-43
<PAGE>
different from what you would have decided. Your investment may be adversely
affected by their decisions. See "Risk Factors--Risks Associated with Control
of Voting Rights" in the accompanying prospectus.
ERISA Considerations
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations which govern such plans, prospective investors that are subject to
ERISA are urged to consult their own counsel regarding consequences under ERISA
of acquisition, ownership and disposition of the offered bonds. See "Certain
ERISA Considerations" in this prospectus supplement.
Book-Entry Registration
The Class A-1, Class A-2, Class S, Class A-3, Class B and Class C bonds will be
initially represented by one or more certificates registered in the name of
Cede & Co., the nominee for DTC, and will not be registered in your name.
Unless and until definitive, certificated bonds are issued, you will not be
recognized by the Indenture Trustee as bondholders of record. Therefore, until
such time, you will be able to exercise the rights of bondholders only
indirectly through DTC and its participating organizations. See "Description of
Bonds--Book-Entry Registration of the Offered Bonds--Definitive Bonds" in this
prospectus supplement.
DTC has informed its participants that DTC management is aware that some
computer applications, systems, and the like for processing data ("Systems")
that are dependent upon calender dates, including dates before, on, and after
January 1, 2000, may encounter "year 2000 problems." DTC has informed its
participants and other members of the financial community (the "Industry") that
it has developed and is implementing a program so that its Systems, as the same
relate to the timely payment of distributions (including principal and income
payments) to security holders, book-entry deliveries, and settlement of trades
within DTC ("DTC Services"), continue to function appropriately. This program
includes technical assessment and a remediation plan, each of which is
complete. Additionally, DTC's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent upon
other parties, including but not limited to issuers and their agents, as well
as third party vendors from whom DTC licenses software and hardware, and third
party vendors on whom DTC relies for information or the provision of services,
including telecommunication and electrical utility service providers, among
others. DTC has informed the Industry that it is contacting (and will continue
to contact) third party vendors from whom DTC acquires services to : (i)
impress upon them the importance of such services being year 2000 compliant;
and (ii) determine the extent of their efforts for year 2000 remediation (and,
as appropriate, testing) of their services. In addition, DTC is in the process
of developing such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
S-44
<PAGE>
Risks Associated with Year 2000 Compliance
We are aware of the issues associated with the programming code in existing
computer systems as the millennium (year 2000) approaches. The "year 2000
problem" is pervasive and complex; virtually every computer operation will be
affected in some way by the rollover of the two digit year value to 00. The
issue is whether computer systems will properly recognize date-sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause the system to
fail. See "Risk Factors--Risks Associated with Year 2000 Compliance" in the
accompanying prospectus.
We have been advised by each of the Master Servicer, the Special Servicer, the
Primary Servicer and the Indenture Trustee that they are committed either to
(1) implement modifications to their respective existing systems to the extent
required to cause them to be year 2000 ready or (2) acquire computer systems
that are year 2000 ready in each case prior to January 1, 2000. However, we
have not made any independent investigations of the computer systems of the
Master Servicer, the Special Servicer, the Primary Servicer or the Indenture
Trustee. In the event that computer problems arise out of a failure of such
efforts to be completed on time, or in the event that the computer systems of
the Master Servicer, the Special Servicer, the Primary Servicer or the
Indenture Trustee are not fully year 2000 ready, the resulting disruptions in
the collection or distribution of receipts on the mortgage loans could
materially adversely affect your investment.
The Primary Servicer has entered into a Memorandum of Understanding with the
Federal Deposit Insurance Corporation whereby the Primary Servicer agreed to
address certain inadequacies relating to its year 2000 problem planning. See
"The Loan Originator and Primary Servicer" in this prospectus supplement.
Servicing Transfer
As of the date hereof, it is expected that the agreement between the Primary
Servicer and the Master Servicer with respect to primary servicing of the
Mortgage Loans will be terminated by September 30, 1999; however, no assurance
is given that such agreement will be terminated by such date. Such termination
will result in a transfer of the day-to-day responsibility of posting payments,
collections, and loan enforcement from the Primary Servicer to the Master
Servicer. Industry experience has shown that servicing transfers, however well
planned, may result in a temporary increase in delinquencies (and may result in
increased losses) on the Mortgage Loans due to system conversions, changes in
personnel and other factors associated with the transfer.
Other Risks
See "Risk Factors" in the accompanying prospectus for a description of certain
other risks and special considerations that may be applicable to your bonds.
S-45
<PAGE>
DESCRIPTION OF THE MORTGAGE POOL
General
The Collateral to be pledged to the Indenture Trustee will consist primarily of
a pool of mortgage loans (the "Mortgage Pool") with an aggregate principal
balance as of the Cut-Off Date of approximately $292,374,478 (the "Initial Pool
Balance"), excluding, with respect to each such Mortgage Loan, the right to
receive Prepayment Premiums, which Prepayment Premiums will remain with the
Mortgage Loan Seller. See "--Additional Information" below. Each such mortgage
loan (each a "Mortgage Loan") is evidenced by a promissory note (a "Mortgage
Note") and secured by a mortgage, deed of trust or other similar security
instrument (a "Mortgage") creating a first lien on a fee simple or leasehold
interest in multifamily, retail, office, mixed use (including mixed commercial
uses and mixed commercial and residential uses), mobile home parks, industrial,
hotel or motel, warehouse or storage and/or retail/warehouse properties (each,
a "Mortgaged Property"). The majority of the Mortgage Loans provide for
recourse against the related Mortgage Loan borrower (each a "Mortgagor"). With
respect to those Mortgage Loans which do not provide for recourse against the
Mortgagor, recourse generally may be had only against the specific property and
such limited other assets as have been pledged to secure a Mortgage Loan, and
not against the Mortgagor's other assets. See "Risk Factors--Nonrecourse Loans
Limit Remedies Following Borrower Default." Except as otherwise indicated, all
percentages of the Mortgage Loans described herein are approximate percentages
by aggregate principal balance as of the Cut-Off Date.
All of the Mortgage Loans to be included as part of the Collateral were
originated or acquired by the Loan Originator, Southern Pacific Bank. Southern
Pacific Bank will also act as the initial primary servicer of the Mortgage
Loans, subject to oversight by the Master Servicer. See "Risk Factors--
Servicing Transfer" and "The Loan Originator and Primary Servicer" in this
prospectus supplement.
All the Mortgage Loans were underwritten generally in conformity with certain
guidelines of the Loan Originator. See "--Underwriting Guidelines" below. The
Mortgage Loan Seller purchased the Mortgage Loans to be included in the
Mortgage Pool prior to the Closing Date from the Loan Originator. On or prior
to the Closing Date, the Depositor will acquire the Mortgage Loans from the
Mortgage Loan Seller pursuant to a Mortgage Loan Purchase Agreement (the
"Mortgage Loan Purchase Agreement") between the Depositor and the Mortgage Loan
Seller, and the Depositor will thereupon assign its interests in the Mortgage
Loans (other than the right to receive Prepayment Premiums), without recourse,
to the Issuer. The Issuer will pledge the Mortgage Loans and the other assets
in the Trust Estate to secure the Bonds. See "Description of the Agreements--
Pledge of Mortgage Loans; Deposit of Release Price or Substitution" in the
accompanying prospectus.
See Annex A to this prospectus supplement for additional information with
respect to the 100 largest Mortgage Loans (by principal balance as of the Cut-
Off Date) and the diskette attached to the inside back cover of this prospectus
supplement for additional information with respect to all the Mortgage Loans.
Representations and Warranties; Repurchases
The Loan Originator and the Mortgage Loan Seller will each make the respective
representations and warranties attributed to it in Annex D to this prospectus
supplement with respect to each Mortgage Loan. The Loan Originator will make
such representations and warranties pursuant to a Warranty
S-46
<PAGE>
Agreement (the "Warranty Agreement") between the Loan Originator and the
Mortgage Loan Seller and the Mortgage Loan Seller will make such
representations and warranties pursuant to the Mortgage Loan Purchase
Agreement. Under the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller
will assign its rights under the Warranty Agreement to the Depositor. Under the
Deposit Trust Agreement, the Depositor will assign such representations and
warranties of the Mortgage Loan Seller and the Loan Originator to the Indenture
Trustee.
In the event of a breach of any such representation or warranty that materially
and adversely affects the value of the related Mortgage Loan or the interests
of the Issuer or the Bondholders in such Mortgage Loan, the party that made
such representation or warranty will be obligated to cure such breach or
repurchase any such Mortgage Loan from the Issuer within 90 days of receiving
notice thereof or if such breach is capable of being cured but not within such
90-day period, within an additional period not to exceed 90 more days. The
obligation of the Mortgage Loan Seller or the Loan Originator, as applicable,
to cure such a breach or repurchase the related Mortgage Loan will be the sole
remedy available to the Indenture Trustee and the Bondholders for such breach.
The repurchase price (the "Purchase Price") for a Mortgage Loan as to which
such an uncured breach of a representation or warranty exists will be equal to
the sum of the unpaid principal balance thereof, plus unpaid accrued interest
thereon at the related Mortgage Interest Rate from the date as to which
interest was last paid to the due date in the Collection Period in which the
relevant repurchase is to occur, plus unreimbursed Property Protection Advances
with respect to such Mortgage Loan, unpaid interest on Advances with respect to
such Mortgage Loan, unpaid servicing fees payable to the Special Servicer with
respect to such Mortgage Loan and certain other related expenses that are
reimbursable to the Master Servicer and the Special Servicer (each, a
"Servicer").
No other person will be obligated to purchase a Mortgage Loan if the Mortgage
Loan Seller or Loan Originator, as applicable, defaults on its obligation to do
so, and no assurance can be given that the Mortgage Loan Seller or Loan
Originator, as applicable, will carry out such obligations with respect to the
Mortgage Loans. Neither the Mortgage Loan Seller nor the Loan Originator will
be obligated to purchase a Mortgage Loan resulting from a breach of
representation or warranty made by the other party.
Certain Characteristics of the Mortgage Loans
As set forth in the related Mortgages, each Mortgagor is required to make
scheduled monthly payments of principal and/or interest generally on the first
day of each month (each a "Due Date"). All of the Mortgage Loans are secured by
first liens on fee simple or leasehold interests in the related Mortgaged
Properties.
As of the Cut-Off Date, the Mortgage Loans had the characteristics set forth
below assuming that all scheduled principal and interest payments due on or
before the Cut-Off Date were made. The sum of the dollar amounts and
percentages in the following tables may not total due to rounding. The
percentages set forth in the following tables which are shown as "0.0%" are
less than 0.5% and greater than 0.0%. See "--Additional Information" below.
S-47
<PAGE>
Mortgage Interest Rates as of the Cut-Off Date(1)
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
Mortgage Interest Rate Mortgage Loans Cut-Off Date the Cut-Off Date
- ---------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
5.501%--6.000%......... 1 $ 175,882 0.1%
7.001%--7.500%......... 14 7,197,434 2.5
7.501%--8.000%......... 27 14,218,048 4.9
8.001%--8.500%......... 56 29,063,083 9.9
8.501%--9.000%......... 266 90,003,055 30.8
9.001%--9.500%......... 197 64,928,859 22.2
9.501%--10.000%........ 146 58,148,821 19.9
10.001%--10.500%........ 48 18,883,899 6.5
10.501%--11.000%........ 21 4,776,654 1.6
11.001%--11.500%........ 12 2,285,784 0.8
11.501%--12.000%........ 10 2,105,971 0.7
12.001%--12.500%........ 2 414,426 0.1
13.001%--13.500%........ 1 57,421 0.0
13.501%--14.000%........ 1 103,887 0.0
15.001%--15.500%........ 1 11,255 0.0
--- ------------ -----
Total:................ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Mortgage Interest Rate as of the Cut-Off Date: 9.144%.
(1)Certain of the Mortgage Loans have fixed rates and the remainder have
adjustable rates.
Adjustable Rate Mortgage Loans
Mortgage Interest Rates as of the Cut-Off Date
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Adjustable Rate
Adjustable Rate Balance as of the Mortgage Loans as
Mortgage Interest Rate Mortgage Loans Cut-Off Date of the Cut-Off Date
- ---------------------- --------------- ------------------- --------------------
<S> <C> <C> <C>
7.001%--7.500%....... 13 $ 7,002,863 3.6%
7.501%--8.000%....... 21 13,346,528 6.8
8.001%--8.500%....... 29 12,960,911 6.6
8.501%--9.000%....... 174 53,372,736 27.1
9.001%--9.500%....... 132 43,597,505 22.1
9.501%--10.000%...... 106 43,229,425 21.9
10.001%--10.500%...... 36 14,396,724 7.3
10.501%--11.000%...... 19 4,388,202 2.2
11.001%--11.500%...... 12 2,285,784 1.2
11.501%--12.000%...... 10 2,105,971 1.1
12.001%--12.500%...... 2 414,426 0.2
--- ------------ -----
Total:.............. 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
Weighted Average Mortgage Interest Rate of adjustable rate Mortgage Loans as of
the Cut-Off Date: 9.195%.
S-48
<PAGE>
Fixed Rate Mortgage Loans
Mortgage Interest Rates as of the Cut-Off Date
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Fixed Rate Mortgage
Fixed Rate Balance as of the Loans as of the
Mortgage Interest Rate Mortgage Loans Cut-Off Date Cut-Off Date
- ---------------------- -------------- ------------------- --------------------
<S> <C> <C> <C>
6.000%................ 1 $ 175,882 0.2%
7.001%--7.500%........ 1 194,572 0.2
7.501%--8.000%........ 6 871,520 0.9
8.001%--8.500%........ 27 16,102,172 16.9
8.501%--9.000%........ 92 36,630,320 38.4
9.001%--9.500%........ 65 21,331,354 22.4
9.501%--10.000%....... 40 14,919,395 15.7
10.001%--10.500%....... 12 4,487,174 4.7
10.501%--11.000%....... 2 388,451 0.4
13.001%--13.500%....... 1 57,421 0.1
13.501%--14.000%....... 1 103,887 0.1
15.001%--15.500%....... 1 11,255 0.0
--- ----------- -----
Total:............... 249 $95,273,403 100.0%
=== =========== =====
</TABLE>
Weighted Average Mortgage Interest Rate of fixed rate Mortgage Loans as of the
Cut-Off Date: 9.038%.
S-49
<PAGE>
Principal Balances as of the Cut-Off Date
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Principal Balance as of Number of Balance as of the Principal Balance as of
the Cut-off Date Mortgage Loans Cut-Off Date the Cut-Off Date
- ----------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
Under $100,000.......... 45 $ 3,321,534 1.1%
$ 100,001--$200,000.... 285 43,282,400 14.8
$ 200,001--$300,000.... 170 41,994,095 14.4
$ 300,001--$400,000.... 88 30,847,867 10.6
$ 400,001--$500,000.... 64 28,816,290 9.9
$ 500,001--$600,000.... 33 18,271,411 6.2
$ 600,001--$700,000.... 24 15,720,376 5.4
$ 700,001--$800,000.... 15 11,282,425 3.9
$ 800,001--$900,000.... 18 15,309,437 5.2
$ 900,001--$1,000,000.. 12 11,275,993 3.9
$1,000,001--$1,100,000.. 8 8,284,522 2.8
$1,100,001--$1,200,000.. 8 9,274,241 3.2
$1,200,001--$1,300,000.. 6 7,482,174 2.6
$1,300,001--$1,400,000.. 6 8,093,518 2.8
$1,400,001--$1,500,000.. 6 8,662,210 3.0
$1,500,001--$1,600,000.. 2 3,141,160 1.1
$1,600,001--$1,700,000.. 1 1,657,068 0.6
$1,700,001--$1,800,000.. 2 3,443,026 1.2
$1,800,001--$1,900,000.. 1 1,802,174 0.6
$1,900,001--$2,000,000.. 2 3,927,416 1.3
$2,000,001--$2,100,000.. 1 2,033,589 0.7
$2,100,001--$2,200,000.. 1 2,125,166 0.7
$2,200,001--$2,300,000.. 2 4,525,041 1.5
$2,400,001--$2,500,000.. 2 4,921,933 1.7
$2,800,001--$2,900,000.. 1 2,879,410 1.0
--- ------------ -----
Total:................ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Average Principal Balance as of the Cut-Off Date: $364,103.
Indices For Adjustable Rate Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Adjustable Rate
Adjustable Rate Balance as of Mortgage Loans as
Index Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ----- --------------- ------------------- --------------------
<S> <C> <C> <C>
Six-Month LIBOR....... 468 $158,159,048 80.2%
One-Year CMT.......... 58 33,626,610 17.1
Prime................. 28 5,315,417 2.7
--- ------------ -----
Total:.............. 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
S-50
<PAGE>
Note Margins for Six-Month LIBOR Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Aggregate Principal Six-Month LIBOR
Number of Six-Month Balance as of Mortgage Loans as
Note Margin LIBOR Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ----------- -------------------- ------------------- --------------------
<S> <C> <C> <C>
2.501%--3.000%... 3 $ 1,022,564 0.6%
3.001%--3.500%... 79 28,228,957 17.8
3.501%--4.000%... 231 70,064,179 44.3
4.001%--4.500%... 104 40,362,447 25.5
4.501%--5.000%... 38 15,241,799 9.6
5.001%--5.500%... 13 3,239,102 2.0
--- ------------ -----
Total:......... 468 $158,159,048 100.0%
=== ============ =====
</TABLE>
Weighted Average Note Margin for Six-Month LIBOR Mortgage Loans as of the Cut-
Off Date: 4.049%.
Note Margins for One-Year CMT Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Aggregate Principal One-Year
Number of One-Year Balance as of CMT Mortgage Loans as
Note Margin CMT Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ----------- ------------------ ------------------- ---------------------
<S> <C> <C> <C>
2.501%--3.000%.... 21 $12,365,798 36.8%
3.001%--3.500%.... 31 18,554,613 55.2
3.501%--4.000%.... 5 2,324,723 6.9
4.001%--4.500%.... 1 381,476 1.1
--- ----------- -----
Total:.......... 58 $33,626,610 100.0%
=== =========== =====
</TABLE>
Weighted Average Note Margin for One-Year CMT Mortgage Loans as of the Cut-Off
Date: 3.230%.
S-51
<PAGE>
Note Margins for Prime Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance
Aggregate Principal of Prime Mortgage
Number of Prime Balance as of Loans as of the
Note Margin Mortgage Loans the Cut-Off Date Cut-Off Date
- ----------- ---------------- ------------------- --------------------
<S> <C> <C> <C>
2.501%--3.000%........... 1 $ 125,772 2.4%
3.001%--3.500%........... 11 1,959,918 36.9
3.501%--4.000%........... 13 2,723,743 51.2
4.001%--4.500%........... 3 505,984 9.5
--- ------------ -----
Total:................. 28 $5,315,417 100.0%
=== ============ =====
Weighted Average Note Margin for Prime Mortgage Loans as of the Cut-Off Date:
3.602%.
The Mortgage Interest Rates on the adjustable rate Mortgage Loans are subject
to certain minimums (each a "Minimum Mortgage Interest Rate"), maximums (each a
"Maximum Mortgage Interest Rate") and caps (each a "Periodic Cap") as described
in the following tables.
Minimum Mortgage Interest Rates
for All Adjustable Rate Mortgage Loans
<CAPTION>
Percent by Aggregate
Principal Balance
Number of Aggregate Principal of Adjustable Rate
Minimum Mortgage Interest Adjustable Rate Balance as of Mortgage Loans as
Rate Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ------------------------- ---------------- ------------------- --------------------
<S> <C> <C> <C>
6.501%--7.000%.......... 4 $ 2,003,682 1.0%
7.001%--7.500%.......... 207 66,464,683 33.7
7.501%--8.000%.......... 220 78,320,124 39.7
8.001%--8.500%.......... 72 34,448,939 17.5
8.501%--9.000%.......... 19 4,446,966 2.3
9.001%--9.500%.......... 17 6,642,368 3.4
9.501%--10.000%......... 6 2,197,201 1.1
10.001%--10.500%......... 6 2,241,871 1.1
10.501%--11.000%......... 1 151,323 0.1
11.501%--12.000%......... 2 183,919 0.1
--- ------------ -----
Total:................. 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
Weighted Average Minimum Mortgage Interest Rate for all adjustable rate
Mortgage Loans as of the Cut-Off Date: 7.902%.
S-52
<PAGE>
Minimum Mortgage Interest Rates
for Six-Month LIBOR Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Number of Principal Balance of
Six-Month Aggregate Principal Six-Month LIBOR
Minimum Mortgage Interest LIBOR Balance as of Mortgage Loans as of
Rate Mortgage Loans the Cut-Off Date the Cut-Off Date
- ------------------------- -------------- ------------------- --------------------
<S> <C> <C> <C>
6.501%-- 7.000%......... 2 $ 1,427,578 0.9%
7.001%-- 7.500%......... 170 48,247,242 30.5
7.501%-- 8.000%......... 202 66,631,225 42.1
8.001%-- 8.500%......... 64 29,747,164 18.8
8.501%-- 9.000%......... 7 2,260,217 1.4
9.001%-- 9.500%......... 12 5,757,390 3.6
9.501%--10.000%......... 6 2,197,201 1.4
10.001%--10.500%......... 4 1,739,707 1.1
10.501%--11.000%......... 1 151,323 0.1
--- ------------ -----
Total:................. 468 $158,159,048 100.0%
=== ============ =====
</TABLE>
Weighted Average Minimum Mortgage Interest Rate for Six-Month LIBOR Mortgage
Loans as of the Cut-Off Date: 7.922%.
Minimum Mortgage Interest Rates
for One-Year CMT Mortgage Loans
<TABLE>
<CAPTION>
Percent of Aggregate
Principal Balance of
Aggregate Principal One-Year CMT
Minimum Mortgage Interest Number of One-Year Balance as of Mortgage Loans as of
Rate CMT Mortgage Loans the Cut-Off Date the Cut-Off Date
- ------------------------- ------------------ ------------------- --------------------
<S> <C> <C> <C>
6.501%--7.000%........... 1 $ 408,904 1.2%
7.001%--7.500%........... 37 18,217,440 54.2
7.501%--8.000%........... 17 11,451,810 34.1
8.001%--8.500%........... 3 3,548,455 10.6
--- ----------- -----
Total:................. 58 $33,626,610 100.0%
=== =========== =====
</TABLE>
Weighted Average Minimum Mortgage Interest Rate for One-Year CMT Mortgage Loans
as of the Cut-Off Date: 7.643%.
S-53
<PAGE>
Minimum Mortgage Interest
Rates for Prime Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance
Aggregate Principal of Prime Mortgage
Minimum Mortgage Interest Number of Prime Balance as of Loans as of the
Rate Mortgage Loans the Cut-Off Date Cut-Off Date
- ------------------------- --------------- ------------------- --------------------
<S> <C> <C> <C>
6.501%-- 7.000%......... 1 $ 167,199 3.1%
7.501%-- 8.000%......... 1 237,088 4.5
8.001%-- 8.500%......... 5 1,153,319 21.7
8.501%-- 9.000%......... 12 2,186,749 41.1
9.001%-- 9.500%......... 5 884,978 16.6
10.001%--10.500%......... 2 502,164 9.4
11.501%--12.000%......... 2 183,919 3.5
--- ---------- -----
Total:................. 28 $5,315,417 100.0%
=== ========== =====
</TABLE>
Weighted Average Minimum Mortgage Interest Rate for Prime Mortgage Loans as of
the Cut-Off Date: 8.970%.
Maximum Mortgage Interest Rates
for All Adjustable Rate Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance
Number of Aggregate Principal of Adjustable Rate
Maximum Mortgage Interest Adjustable Rate Balance as of Mortgage Loans as
Rate Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ------------------------- --------------- ------------------- --------------------
<S> <C> <C> <C>
11.501%--12.000%......... 1 $ 918,337 0.5%
12.001%--12.500%......... 8 2,960,137 1.5
12.501%--13.000%......... 7 2,475,587 1.3
13.001%--13.500%......... 276 96,646,270 49.0
13.501%--14.000%......... 199 73,752,570 37.4
14.001%--14.500%......... 37 14,584,017 7.4
14.501%--15.000%......... 13 1,886,233 1.0
15.001%--15.500%......... 4 1,141,965 0.6
15.501%--16.000%......... 2 928,128 0.5
16.001%--16.500%......... 4 1,181,801 0.6
17.001%--17.500%......... 1 442,111 0.2
17.501%--18.000%......... 2 183,919 0.1
--- ------------ -----
Total:................. 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
Weighted Average Maximum Mortgage Interest Rate for all adjustable rate
Mortgage Loans as of the Cut-Off Date: 13.673%.
S-54
<PAGE>
Maximum Mortgage Interest Rates
for Six-Month LIBOR Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Six-Month LIBOR
Maximum Mortgage Interest Six-Month LIBOR Balance as of Mortgage Loans as
Rate Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ------------------------- --------------- ------------------- --------------------
<S> <C> <C> <C>
12.001%--12.500%......... 7 $ 2,657,330 1.7%
12.501%--13.000%......... 3 1,145,299 0.7
13.001%--13.500%......... 228 68,988,812 43.6
13.501%--14.000%......... 194 70,435,514 44.5
14.001%--14.500%......... 31 12,853,885 8.1
14.501%--15.000%......... 1 212,844 0.1
15.001%--15.500%......... 2 715,849 0.5
15.501%--16.000%......... 1 886,756 0.6
16.001%--16.500%......... 1 262,759 0.2
--- ------------ -----
Total:................. 468 $158,159,048 100.0%
=== ============ =====
</TABLE>
Weighted Average Maximum Mortgage Interest Rate for Six-Month LIBOR Mortgage
Loans as of the Cut-Off Date: 13.682%.
Maximum Mortgage Interest Rates
for One-Year CMT Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Aggregate Principal One-Year CMT
Maximum Mortgage Interest Number of One-Year Balance as of Mortgage Loans as of
Rate CMT Mortgage Loans the Cut-Off Date the Cut-Off Date
- ------------------------- ------------------ ------------------- --------------------
<S> <C> <C> <C>
11.501%--12.000%......... 1 $ 918,337 2.7%
12.001%--12.500%......... 1 302,807 0.9
12.501%--13.000%......... 3 1,163,089 3.5
13.001%--13.500%......... 48 27,657,458 82.2
13.501%--14.000%......... 4 3,079,967 9.2
14.001%--14.500%......... 1 504,952 1.5
--- ----------- -----
Total:................. 58 $33,626,610 100.0%
=== =========== =====
</TABLE>
Weighted Average Maximum Mortgage Interest Rate for One-Year CMT Mortgage Loans
as of the Cut-Off Date: 13.377%.
S-55
<PAGE>
Maximum Mortgage Interest Rates
for Prime Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance
Aggregate Principal of Prime Mortgage
Maximum Mortgage Interest Number of Prime Balance as of Loans as of the
Rate Mortgage Loans the Cut-Off Date Cut-Off Date
- ------------------------- ---------------- -------------------- ---------------------
<S> <C> <C> <C>
12.501%--13.000%......... 1 $ 167,199 3.1%
13.501%--14.000%......... 1 237,088 4.5
14.001%--14.500%......... 5 1,225,180 23.0
14.501%--15.000%......... 12 1,673,389 31.5
15.001%--15.500%......... 2 426,117 8.0
15.501%--16.000%......... 1 41,372 0.8
16.001%--16.500%......... 3 919,043 17.3
17.001%--17.500%......... 1 442,111 8.3
17.501%--18.000%......... 2 183,919 3.5
--- ------------ -----
Total:................. 28 $5,315,417 100.0%
=== ============ =====
Weighted Average Maximum Mortgage Interest Rate for Prime Mortgage Loans as of
the Cut-Off Date: 15.258%.
Periodic Cap for All
Adjustable Rate Mortgage Loans
<CAPTION>
Percent by Aggregate
Principal Balance
of Adjustable Rate
Number of Aggregate Principal Mortgage Loans
Adjustable Rate Balance as of as of the
Periodic Cap Mortgage Loans the Cut-Off Date Cut-Off Date
- ------------ ---------------- -------------------- ---------------------
<S> <C> <C> <C>
0.501%--1.000%........... 3 $ 2,172,919 1.1%
1.001%--1.500%........... 368 122,974,518 62.4
1.501%--2.000%........... 183 71,953,638 36.5
--- ------------ -----
Total:................. 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
Weighted Average Periodic Cap for all adjustable rate Mortgage Loans as of the
Cut-Off Date: 1.677%.
S-56
<PAGE>
Periodic Cap for
Six-Month LIBOR Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Six-Month LIBOR
Six-Month LIBOR Balance as of Mortgage Loans as of
Periodic Cap Mortgage Loans the Cut-Off Date the Cut-Off Date
- ------------ --------------- ------------------- --------------------
<S> <C> <C> <C>
0.501%--1.000%........ 3 $ 2,172,919 1.4%
1.001%--1.500%........ 313 91,405,013 57.8
1.501%--2.000%........ 152 64,581,116 40.8
--- ------------ -----
Total:.............. 468 $158,159,048 100.0%
=== ============ =====
</TABLE>
Weighted Average Periodic Cap for Six-Month LIBOR Mortgage Loans as of the Cut-
Off Date: 1.697%.
Periodic Cap for
One-Year CMT Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Aggregate Principal One-Year CMT
Number of One-Year Balance as of Mortgage Loans as of
Periodic Cap CMT Mortgage Loans the Cut-Off Date the Cut-Off Date
- ------------ ------------------ ------------------- --------------------
<S> <C> <C> <C>
1.001%--1.500%..... 55 $31,569,505 93.9%
1.501%--2.000%..... 3 2,057,105 6.1
--- ----------- -----
Total:........... 58 $33,626,610 100.0%
=== =========== =====
</TABLE>
Weighted Average Periodic Cap for One-year CMT Mortgage Loans as of the Cut-Off
Date: 1.531%.
Periodic Cap for Prime Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance
Aggregate Principal of Prime Mortgage
Number of Prime Balance as of Loans as of the
Periodic Cap Mortgage Loans the Cut-Off Date Cut-Off Date
- ------------ --------------- ------------------- --------------------
<S> <C> <C> <C>
1.501%--2.000%........ 28 $5,315,417 100.0%
--- ---------- -----
Total:.............. 28 $5,315,417 100.0%
=== ========== =====
</TABLE>
Weighted Average Periodic Cap for Prime Mortgage Loans as of the Cut-Off Date:
2.000%.
S-57
<PAGE>
Next Mortgage Interest Rate Adjustment Date
for All Adjustable Rate Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance
Next Mortgage Interest Number of Aggregate Principal of Adjustable Rate
Rate Adjustment Date Adjustable Rate Balance as of Mortgage Loans as
as of the Cut-Off Date Mortgage Loans the Cut-Off Date of the Cut-Off Date
- ---------------------- --------------- ------------------- --------------------
<S> <C> <C> <C>
2/22/1999................ 2 $ 1,070,067 0.5%
3/1/1999................. 92 33,496,461 17.0
3/10/1999................ 1 77,137 0.0
4/1/1999................. 101 32,255,722 16.4
5/1/1999................. 103 38,514,617 19.5
6/1/1999................. 88 30,346,617 15.4
7/1/1999................. 99 37,032,089 18.8
8/1/1999................. 59 22,067,593 11.2
3/1/2000................. 4 869,947 0.4
4/1/2000................. 2 423,280 0.2
5/1/2000................. 2 353,598 0.2
6/1/2000................. 1 593,947 0.3
--- ------------ -----
Total:................. 554 $197,101,075 100.0%
=== ============ =====
Original Term to Maturity in Months
<CAPTION>
Aggregate Principal Percent by Aggregate
Original Term to Maturity Number of Balance as of Principal Balance as
in Months Loans the Cut-Off Date of the Cut-Off Date
- ------------------------- --------------- ------------------- --------------------
<S> <C> <C> <C>
60...................... 15 $ 3,223,244 1.1%
61-- 84................. 16 4,607,505 1.6
85--120................. 214 91,961,974 31.5
121--180................. 14 5,944,269 2.0
181--240................. 16 8,247,164 2.8
241--360................. 528 178,390,322 61.0
--- ------------ -----
Total:................. 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Original Term to Maturity in Months as of the Cut-Off Date:
269 months.
S-58
<PAGE>
Remaining Term to Maturity in Months
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Remaining Term to Maturity Number of Balance as of Principal Balance as of
in Months Mortgage Loans the Cut-Off-Date the Cut-Off Date
- -------------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
Under 13.................. 4 $ 641,855 0.2%
13-- 24.................. 4 488,627 0.2
25-- 36.................. 7 1,670,603 0.6
37-- 48.................. 11 1,598,761 0.5
49-- 60.................. 1 163,510 0.1
61-- 72.................. 19 4,741,970 1.6
73-- 84.................. 4 1,214,159 0.4
85-- 96.................. 1 103,887 0.0
97--108.................. 54 28,500,267 9.7
109--120.................. 155 62,524,142 21.4
121--132.................. 2 333,611 0.1
157--168.................. 8 4,655,960 1.6
217--228.................. 12 7,535,640 2.6
229--240.................. 3 654,103 0.2
277--288.................. 12 5,008,408 1.7
289--300.................. 2 830,596 0.3
301--312.................. 2 412,262 0.1
313--324.................. 8 1,942,026 0.7
325--336.................. 4 737,093 0.3
337--348.................. 415 140,151,481 47.9
349--360.................. 75 28,465,516 9.7
--- ------------ -----
Total:.................. 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Remaining Term to Maturity in Months as of the Cut-Off Date:
252 months.
Year of Origination
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
Year of Origination Mortgage Loans Cut-Off Date the Cut-Off Date
- ------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
1974................ 5 $ 392,188 0.1%
1976................ 2 197,973 0.1
1977................ 2 94,940 0.0
1978................ 1 157,840 0.1
1980................ 1 57,421 0.0
1984................ 1 11,255 0.0
1987................ 1 262,759 0.1
1988................ 1 576,797 0.2
1990................ 1 104,052 0.0
1991................ 3 351,360 0.1
1992................ 1 334,559 0.1
1993................ 1 237,088 0.1
1994................ 8 1,418,891 0.5
1995................ 11 2,514,928 0.9
1996................ 12 2,626,659 0.9
1997................ 483 179,186,706 61.3
1998................ 269 103,849,063 35.5
--- ------------ -----
Total:............ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
S-59
<PAGE>
Year of First Due Date
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance
Year of First Due Date Mortgage Loans Cut-Off Date as of the Cut-Off Date
- ---------------------- -------------- ------------------- ----------------------
<S> <C> <C> <C>
1974.................... 5 $ 392,188 0.1%
1976.................... 1 68,080 0.0
1977.................... 3 224,833 0.1
1979.................... 1 157,840 0.1
1980.................... 1 57,421 0.0
1984.................... 1 11,255 0.0
1988.................... 1 262,759 0.1
1991.................... 3 287,806 0.1
1992.................... 2 502,164 0.2
1994.................... 6 1,108,400 0.4
1995.................... 14 3,597,934 1.2
1996.................... 8 1,539,593 0.5
1997.................... 366 129,728,986 44.4
1998.................... 391 154,435,221 52.8
--- ------------ -----
Total:................ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Year of Scheduled Maturity
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance
Year of Scheduled Maturity Mortgage Loans Cut-Off Date as of the Cut-Off Date
- -------------------------- -------------- ------------------- ----------------------
<S> <C> <C> <C>
1999...................... 2 $ 192,762 0.1%
2000...................... 6 937,720 0.3
2001...................... 6 996,038 0.3
2002...................... 8 1,517,847 0.5
2003...................... 5 918,989 0.3
2004...................... 16 4,112,050 1.4
2005...................... 7 1,844,080 0.6
2006...................... 1 103,887 0.0
2007...................... 24 12,568,902 4.3
2008...................... 185 78,455,507 26.8
2009...................... 2 333,611 0.1
2012...................... 8 4,655,960 1.6
2017...................... 9 6,102,427 2.1
2018...................... 6 2,087,316 0.7
2022...................... 9 4,154,107 1.4
2023...................... 4 1,447,809 0.5
2024...................... 2 404,288 0.1
2025...................... 7 2,007,778 0.7
2026...................... 5 807,417 0.3
2027...................... 346 113,051,184 38.7
2028...................... 145 55,674,800 19.0
--- ------------ -----
Total:.................. 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
S-60
<PAGE>
Fixed Rate Balloon Mortgage Loans
Original Term to Maturity in Months
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Fixed Rate Balloon
Fixed Rate Balloon Balance as of the Mortgage Loans
Original Term in Months Mortgage Loans Cut-Off Date as of the Cut-Off Date
- ----------------------- ------------------ ------------------- ----------------------
<S> <C> <C> <C>
0--60................. 14 $ 3,090,013 3.3%
61--84................. 13 3,133,573 3.3
85--120................ 205 87,323,687 93.2
121--180................ 1 157,729 0.2
--- ----------- -----
Total:................ 233 $93,705,003 100.0%
=== =========== =====
</TABLE>
Weighted Average Original Term to Maturity in Months for fixed rate Balloon
Mortgage Loans as of the Cut-Off Date: 117 months.
Fixed Rate Balloon Mortgage Loans
Remaining Term to Maturity in Months
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Fixed Rate Balloon
Number of Aggregate Principal Mortgage Loans
Fixed Rate Balloon Balance as of the as of the
Remaining Term in Months Mortgage Loans Cut-Off Date Cut-Off Date
- ------------------------ ------------------ ------------------- --------------------
<S> <C> <C> <C>
0--60................. 17 $ 3,605,410 3.8%
61--84................. 15 3,576,715 3.8
85--120................ 200 86,365,148 92.2
121--180................ 1 157,729 0.2
--- ----------- -----
Total:................ 233 $93,705,003 100.0%
=== =========== =====
</TABLE>
Weighted Average Remaining Term to Maturity in Months for fixed rate Balloon
Mortgage Loans as of the Cut-Off Date: 105 months.
The following table sets forth the range of remaining amortization terms of the
fixed rate Balloon Mortgage Loans. The remaining amortization term of a Balloon
Mortgage Loan represents the number of months required to fully amortize the
Principal Balance of each fixed rate Balloon Mortgage Loan as of the Cut-Off
Date.
Fixed Rate Balloon Mortgage Loans
Remaining Amortization Term in Months
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Fixed Rate Balloon
Number of Aggregate Principal Mortgage Loans
Remaining Amortization Fixed Rate Balloon Balance as of the as of the
Term in Months Mortgage Loans Cut-Off Date Cut-Off- Date
- ---------------------- ------------------ ------------------- --------------------
<S> <C> <C> <C>
0--240................ 10 $ 3,779,228 4.0%
241--300................ 26 15,645,522 16.7
301--360................ 197 74,280,253 79.3
--- ----------- -----
Total:................ 233 $93,705,003 100.0%
=== =========== =====
</TABLE>
Weighted Average Remaining Amortization Term in Months for fixed rate Balloon
Mortgage Loans as of the Cut-Off Date: 332 months.
S-61
<PAGE>
Adjustable Rate Balloon Mortgage Loans
Original Term to Maturity in Months
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Aggregate Principal Adjustable Rate Balloon
Adjustable Rate Balloon Balance as of the Mortgage Loans
Original Term in Months Mortgage Loans Cut-Off Date as of the Cut-Off Date
- ----------------------- ----------------------- ------------------- -----------------------
<S> <C> <C> <C>
0--60................. 1 $ 133,231 1.6%
61--84................. 3 1,473,932 18.3
85--120................ 7 3,508,489 43.4
121--180................ 4 2,683,410 33.2
241--360................ 1 275,914 3.4
--- ---------- -----
Total:................ 16 $8,074,976 100.0%
=== ========== =====
Weighted Average Original Term to Maturity in Months for adjustable rate
Balloon Mortgage Loans as of the Cut-Off Date: 135 months.
Adjustable Rate Balloon Mortgage Loans
Remaining Term to Maturity in Months
<CAPTION>
Percent by Aggregate
Principal Balance of
Number of Adjustable Aggregate Principal Adjustable Rate Balloon
Rate Balloon Balance as of the Mortgage Loans
Remaining Term in Months Mortgage Loans Cut-Off Date as of the Cut-Off Date
- ------------------------ ----------------------- ------------------- -----------------------
<S> <C> <C> <C>
0--60................. 5 $ 747,513 9.3%
61--84................. 4 2,050,729 25.4
85--120................ 4 3,156,966 39.1
121--180................ 2 1,843,854 22.8
241--360................ 1 275,914 3.4
--- ---------- -----
Total:................ 16 $8,074,976 100.0%
=== ========== =====
Weighted Average Remaining Term to Maturity in Months for adjustable rate
Balloon Mortgage Loans as of the Cut-Off Date: 109 months.
Adjustable Rate Balloon Mortgage
Loans Remaining Amortization Term
<CAPTION>
Percent by Aggregate
Principal Balance of
Remaining Number of Adjustable Aggregate Principal Adjustable Rate Balloon
Amortization Term in Rate Balloon Balance as of the Mortgage Loans
Months Mortgage Loans Cut-Off Date as of the Cut-Off Date
- -------------------- ----------------------- ------------------- -----------------------
<S> <C> <C> <C>
0--240................ 1 $ 262,759 3.3%
241--300................ 4 1,774,600 22.0
301--360................ 11 6,037,617 74.8
--- ---------- -----
Total:................ 16 $8,074,976 100.0%
=== ========== =====
</TABLE>
Weighted Average Remaining Term to Maturity in Months for adjustable rate
Balloon Mortgage Loans as of the Cut-Off Date: 324 months.
S-62
<PAGE>
The following two tables set forth the range of Cut-Off Date LTV Ratios and
Maturity Date LTV Ratios of the Mortgage Loans or the fixed rate Balloon
Mortgage Loans, respectively. A "Cut-Off Date LTV Ratio" is a fraction,
expressed as a percentage, the numerator of which is the Principal Balance of a
Mortgage Loan as of the Cut-Off Date, and the denominator of which is the
appraised value of the related Mortgaged Property as determined by an appraisal
thereof obtained by the Loan Originator in connection with the origination of
such Mortgage Loan. A "Maturity Date LTV Ratio" is a fraction, expressed as a
percentage, the numerator of which is the principal balance of a Mortgage Loan
on the related Maturity Date assuming all Monthly Payments due prior thereto
are made and there are no principal prepayments, and the denominator of which
is the appraised value of the related Mortgaged Property as determined by an
appraisal thereof obtained by the Loan Originator in connection with the
origination of such Mortgage Loan.
Because the value of Mortgaged Properties at the Maturity Date may be different
than such appraised value, there can be no assurance that the loan-to-value
ratio for any Mortgage Loan determined at any time following origination
thereof will be lower than the Cut-Off Date LTV Ratio or Maturity Date LTV
Ratio, notwithstanding any positive amortization of such Mortgage Loan. It is
possible that the market value of a Mortgaged Property securing a Mortgage Loan
may decline between the origination thereof and the related Maturity Date.
An appraisal of each of the Mortgaged Properties was conducted at or about the
time of origination of the related Mortgage Loans. It is possible that the
market value of a Mortgaged Property securing a Mortgage Loan has declined
since such appraisal for such Mortgaged Property. All appraisals were obtained
by the Loan Originator from an independent third-party appraiser in the
business of making appraisals of real properties similar to the Mortgaged
Property securing a Mortgage Loan.
Cut-Off Date LTV Ratios
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance
Cut-off Date LTV Mortgage Loans Cut-Off Date as of the Cut-Off Date
- ---------------- -------------- ------------------- ----------------------
<S> <C> <C> <C>
0.01%--5.00%........ 2 $ 21,430 0.0%
5.01%--10.00%....... 4 231,338 0.1
10.01%--15.00%....... 3 252,427 0.1
15.01%--20.00%....... 1 149,165 0.1
20.01%--25.00%....... 6 1,038,047 0.4
25.01%--30.00%....... 7 1,193,916 0.4
30.01%--35.00%....... 8 1,767,130 0.6
35.01%--40.00%....... 16 3,543,949 1.2
40.01%--45.00%....... 23 9,737,605 3.3
45.01%--50.00%....... 38 11,299,121 3.9
50.01%--55.00%....... 58 23,262,284 8.0
55.01%--60.00%....... 87 29,747,590 10.2
60.01%--65.00%....... 147 51,858,435 17.7
65.01%--70.00%....... 181 61,569,432 21.1
70.01%--75.00%....... 184 81,262,371 27.8
75.01%--80.00%....... 23 12,382,493 4.2
80.01%--85.00%....... 2 384,535 0.1
85.01%--90.00%....... 7 1,222,997 0.4
90.01%--95.00%....... 3 586,630 0.2
95.01%--100.00%...... 2 338,898 0.1
100.01% or greater... 1 524,683 0.2
--- ------------ -----
Total:............. 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Cut-Off Date LTV Ratio: 64.38%.
S-63
<PAGE>
Fixed Rate Balloon Mortgage Loans
Maturity Date LTV Ratios
<TABLE>
<CAPTION>
Percent by Aggregate
Number of Aggregate Principal Principal Balance of Fixed
Fixed Rate Balloon Balance as of the Rate Balloon Mortgage Loans as
Maturity Date LTV Ratio Mortgage Loans Cut-Off Date of the Cut-Off Date
- ----------------------- ----------------------- ------------------- -------------------------------
<S> <C> <C> <C>
15.01%--20.00%.......... 1 $ 103,413 0.1%
20.01%--25.00%.......... 1 229,262 0.2
25.01%--30.00%.......... 5 1,104,425 1.2
30.01%--35.00%.......... 7 4,119,593 4.4
35.01%--40.00%.......... 9 4,676,088 5.0
40.01%--45.00%.......... 12 6,788,923 7.2
45.01%--50.00%.......... 21 6,432,338 6.9
50.01%--55.00%.......... 23 9,251,236 9.9
55.01%--60.00%.......... 29 13,584,634 14.5
60.01%--65.00%.......... 46 20,195,803 21.6
65.01%--70.00%.......... 57 21,536,219 23.0
70.01%--75.00%.......... 8 2,717,714 2.9
75.01%--80.00%.......... 5 1,163,408 1.2
80.01%--85.00%.......... 3 477,877 0.5
85.01%--90.00%.......... 3 460,489 0.5
90.01%--95.00%.......... 2 677,247 0.7
95.01%--100.00%......... 1 186,334 0.2
--- ----------- -----
Total:................ 233 $93,705,003 100.0%
=== =========== =====
Weighted Average Maturity Date LTV Ratio for fixed rate Balloon Mortgage Loans
as of the Cut-Off Date: 57.32%.
Adjustable Rate Balloon Mortgage Loans
Maturity Date LTV Ratios
<CAPTION>
Percent by Aggregate
Number of Aggregate Principal Principal Balance of Adjustable
Maturity Date Adjustable Rate Balloon Balance as of the Rate Balloon Mortgage Loans as
LTV Ratio Mortgage Loans Cut-Off Date of the Cut-Off Date
- ------------- ----------------------- ------------------- -------------------------------
<S> <C> <C> <C>
Under 0.01%............. 1 $ 420,778 5.2%
0.01%--5.00%............ 1 275,914 3.4
10.01%--15.00%.......... 1 167,605 2.1
15.01%--20.00%.......... 1 149,165 1.8
20.01%--25.00%.......... 1 104,052 1.3
25.01%--30.00%.......... 1 297,465 3.7
30.01%--35.00%.......... 1 79,867 1.0
35.01%--40.00%.......... 2 1,685,835 20.9
40.01%--45.00%.......... 2 1,072,151 13.3
45.01%--50.00%.......... 1 1,027,302 12.7
50.01%--55.00%.......... 3 1,658,220 20.5
60.01%--65.00%.......... 1 1,136,623 14.1
--- ----------- -----
Total:................ 16 $ 8,074,976 100.0%
=== =========== =====
</TABLE>
Weighted Average Maturity Date LTV Ratio for adjustable rate Balloon Mortgage
Loans as of the Cut-Off Date: 41.72%.
S-64
<PAGE>
The "Debt Service Coverage Ratio" or "DSCR" for any Mortgage Loan is the ratio
of Net Operating Income produced by the related Mortgaged Property, in most
cases as underwritten by the Loan Originator, to the amounts of principal and
interest, not fully indexed, due under such Mortgage Loan as of the Cut-Off
Date. Generally, "Net Operating Income" or "NOI" for a Mortgaged Property
equals the operating revenues for such Mortgaged Property minus its operating
expenses and replacement reserves, but without giving effect to debt service,
depreciation, non-recurring capital expenditures, tenant improvements, leasing
commissions and similar items. The Net Operating Income of a Mortgaged Property
was determined based on the underwriting guidelines of the Loan Originator,
including appraisals, and does not necessarily reflect the operating statements
for the Mortgaged Property obtained from the respective Mortgagors. See the
table below entitled "Year of Calculation of Underwritten NOI" for the years
that Net Operating Income was calculated. The information contained therein was
unaudited, and the Depositor has made no attempt to verify its accuracy. The
information derived from these sources was not uniform among the Mortgage
Loans.
Cut-Off Date DSCR
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
Cut-Off Date DSCR Mortgage Loans Cut-Off Date the Cut-Off Date
- ----------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
0.001x--0.250x...... 1 $ 139,051 0.0%
0.751x--1.000x...... 12 3,360,670 1.1
1.001x--1.250x...... 82 30,333,383 10.4
1.251x--1.500x...... 332 139,259,316 47.6
1.501x--1.750x...... 194 70,698,844 24.2
1.751x--2.000x...... 105 27,896,103 9.5
2.001x--2.250x...... 30 8,360,995 2.9
2.251x--2.500x...... 23 5,041,340 1.7
2.501x--2.750x...... 7 1,717,054 0.6
2.751x--3.000x...... 9 4,734,927 1.6
3.001x--3.250x...... 2 406,369 0.1
3.751x--4.000x...... 1 138,848 0.0
4.001x--4.250x...... 2 160,420 0.1
4.251x--4.500x...... 1 26,279 0.0
6.001x--6.250x...... 1 58,543 0.0
6.251x--6.500x...... 1 42,335 0.0
--- ------------ -----
Total:............ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Debt Service Coverage Ratio as of the Cut-Off Date: 1.524x.
S-65
<PAGE>
Year of Calculation of Underwritten NOI
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
Year of Calculation Mortgage Loans Cut-Off Date the Cut-Off Date
- ------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
1974................ 1 $ 89,935 0.0%
1978................ 1 157,840 0.1
1980................ 1 57,421 0.0
1987................ 2 354,851 0.1
1988................ 1 576,797 0.2
1990................ 1 104,052 0.0
1991................ 3 351,360 0.1
1992................ 1 334,559 0.1
1993................ 9 795,106 0.3
1994................ 9 1,530,528 0.5
1995................ 12 2,589,634 0.9
1996................ 13 4,973,328 1.7
1997................ 495 179,956,824 61.6
1998................ 254 100,502,244 34.4
--- ------------ -----
Total:............ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
S-66
<PAGE>
The Mortgage Loans are secured by Mortgaged Properties located in 29 different
states. The table below sets forth the states in which the Mortgaged Properties
are located:
Geographic Distribution
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
State Mortgage Loans Cut-Off Date the Cut-Off Date
----- -------------- ------------------- -----------------------
<S> <C> <C> <C>
California (Southern)
(1).................... 409 $132,322,446 45.3%
California (Northern)
(1).................... 72 31,879,954 10.9
Oregon.................. 55 24,125,329 8.3
Arizona................. 59 22,247,652 7.6
Washington.............. 38 21,585,506 7.4
Colorado................ 54 17,053,323 5.8
Texas................... 26 11,522,878 3.9
Florida................. 21 5,928,705 2.0
New York................ 8 5,172,223 1.8
New Jersey.............. 11 3,616,589 1.2
Georgia................. 5 2,201,965 0.8
Nevada.................. 8 2,097,295 0.7
New Mexico.............. 2 2,048,324 0.7
Massachusetts........... 4 1,586,933 0.5
Utah.................... 4 1,531,623 0.5
Connecticut............. 3 1,464,430 0.5
Maryland................ 1 921,802 0.3
Illinois................ 5 720,292 0.2
Rhode Island............ 2 544,210 0.2
New Hampshire........... 1 524,683 0.2
Oklahoma................ 1 503,171 0.2
Maine................... 3 483,155 0.2
Pennsylvania............ 1 475,404 0.2
Nebraska................ 1 394,940 0.1
Wisconsin............... 2 285,711 0.1
Wyoming................. 1 274,681 0.1
Ohio.................... 2 268,110 0.1
Michigan................ 2 247,407 0.1
Virginia................ 1 207,799 0.1
Idaho................... 1 137,939 0.0
--- ------------ -----
Total:................ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
(1) Mortgaged Properties are deemed to be in California (Southern) if located
in California with zip codes less than or equal to 93600. Mortgaged
Properties are deemed to be in California (Northern) if located in
California with zip codes greater than 93600.
S-67
<PAGE>
Property Types(1)
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
Property Type Mortgage Loans Cut-Off Date the Cut-Off Date
- ------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
Multifamily......... 556 $181,036,284 61.9%
Retail.............. 89 40,855,763 14.0
Office.............. 58 25,018,121 8.6
Mixed Commercial.... 25 15,917,302 5.4
Mixed Use........... 46 15,253,928 5.2
Mobile Home Park.... 8 6,226,043 2.1
Industrial.......... 16 4,844,826 1.7
Lodging............. 1 2,033,589 0.7
Warehouse........... 2 633,388 0.2
Storage............. 1 295,339 0.1
Retail / Warehouse.. 1 259,895 0.1
--- ------------ -----
Total:............ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
(1) Property types reflect primary use of the property.
S-68
<PAGE>
Property Age(1)
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as of
Property Age (Years) Mortgage Loans Cut-Off Date the Cut-Off Date
- -------------------- -------------- ------------------- -----------------------
<S> <C> <C> <C>
Under 1............. 1 $ 248,559 0.1%
1--5.............. 11 5,712,875 2.0
6--10............. 34 19,846,208 6.8
11--15............. 74 34,120,010 11.7
16--20............. 45 23,288,944 8.0
21--25............. 43 17,657,282 6.0
26--30............. 53 23,972,767 8.2
31--35............. 100 34,720,549 11.9
36--40............. 114 37,889,654 13.0
41--45............. 55 15,197,580 5.2
46--50............. 43 10,885,986 3.7
51--55............. 20 6,436,413 2.2
56--60............. 22 4,085,354 1.4
61--65............. 8 1,457,865 0.5
66--70............. 32 8,751,330 3.0
71--75............. 47 13,879,108 4.7
76--80............. 29 9,641,977 3.3
81--85............. 21 6,216,201 2.1
86--90............. 16 7,059,406 2.4
91--95............. 13 2,045,955 0.7
96--100............ 11 3,215,850 1.1
101--105............ 3 1,297,952 0.4
106--110............ 5 3,466,404 1.2
116--120............ 1 932,721 0.3
126--130............ 1 198,727 0.1
146--150............ 1 148,801 0.1
--- ------------ -----
Total:............ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Property Age as of the Cut-Off Date: 38 years.
(1) For Mortgage Loans secured by more than one Mortgaged Property, property
age is deemed to be the age of the largest Mortgaged Property by square
feet. For Mortgage Loans secured by Mortgaged Properties that have
undergone significant renovations prior to origination, property age is
determined from the date of such renovation.
S-69
<PAGE>
Occupancy(1)(2)
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as
Occupancy Mortgage Loans Cut-Off Date of the Cut-Off Date
- --------- -------------- ------------------- --------------------
<S> <C> <C> <C>
Under 10%.............. 7 $ 1,430,155 0.5%
11%--15%............... 1 150,487 0.1
16%--20%............... 2 854,605 0.3
26%--30%............... 4 1,418,362 0.5
36%--40%............... 4 982,226 0.3
41%--45%............... 3 512,726 0.2
46%--50%............... 10 3,718,510 1.3
51%--55%............... 4 895,958 0.3
56%--60%............... 13 3,289,165 1.1
61%--65%............... 9 4,163,092 1.4
66%--70%............... 13 6,591,333 2.3
71%--75%............... 29 8,717,613 3.0
76%--80%............... 24 7,631,916 2.6
81%--85%............... 37 14,096,647 4.8
86%--90%............... 90 31,554,368 10.8
91%--95%............... 115 57,918,578 19.8
96%--100%.............. 438 148,448,736 50.8
--- ------------ -----
Total................ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
Weighted Average Occupancy as of the Cut-Off Date: 91%
(1) For Mortgage Loans secured by more than one Mortgaged Property, occupancy
is equal to aggregate square feet occupied at the Mortgaged Properties
divided by the total square feet of the Mortgaged Properties.
(2) Occupancy is generally calculated as of the origination date.
Year of Occupancy Data
<TABLE>
<CAPTION>
Aggregate Principal Percent by Aggregate
Number of Balance as of the Principal Balance as
Year of Occupancy Mortgage Loans Cut-Off Date of the Cut-Off Date
- ----------------- -------------- ------------------- --------------------
<S> <C> <C> <C>
Before 1974............ 1 $ 197,638 0.1%
1974................... 1 42,335 0.0
1987................... 1 162,600 0.1
1990................... 1 104,052 0.0
1991................... 3 582,031 0.2
1993................... 11 1,107,376 0.4
1994................... 13 2,141,230 0.7
1995................... 10 2,042,799 0.7
1996................... 24 7,733,494 2.6
1997................... 503 187,347,912 64.1
1998................... 235 90,913,012 31.1
--- ------------ -----
Total................ 803 $292,374,478 100.0%
=== ============ =====
</TABLE>
The terms of approximately 41.5% and 42.8% of the adjustable rate Mortgage
Loans and approximately 0.0% and 0.6% of the fixed rate Mortgage Loans provide
that if, during a specified period (the "Prepayment Premium Period"), the
related Mortgagor prepays the principal balance thereof in an amount in excess
of 5% and 20%, respectively, of the original principal balance of the
S-70
<PAGE>
related Mortgage Loan during any 12 month period, such Mortgagor will be
required to pay a prepayment premium equal to six months' interest at the
Mortgage Interest Rate then in effect for such Mortgage Loan on the amount of
such prepayment in excess of 5% and 20%, respectively, of the original
principal balance thereof (a "Prepayment Premium").
Approximately 0.2% of the adjustable rate Mortgage Loans and 88.7% of the fixed
rate Mortgage Loans provide that if, during the Prepayment Premium Period, the
related Mortgagor prepays the principal balance thereof in an amount in excess
of 5% of the original principal balance of the related Mortgage Loan during any
12 month period, such Mortgagor will be required to pay a prepayment premium
equal to 5% of the remaining principal balance if prepaid in the first year of
such Mortgage Loan, 4% of the remaining principal balance if prepaid in the
second year of such Mortgage Loan, 3% of the remaining principal balance if
prepaid in the third year of such Mortgage Loan, 2% of the remaining principal
balance if prepaid in the fourth year of such Mortgage Loan and 1% of the
remaining principal balance, if prepaid in the fifth year of such Mortgage Loan
on the amount of such prepayment in excess of 5% of the remaining principal
balance thereof (also a "Prepayment Premium").
Approximately 2.5% and 0.2% of the fixed rate Mortgage Loans prohibit
prepayment during the first five years and first seven years of such Mortgage
Loan, respectively.
Prepayment Terms for Adjustable Rate Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Aggregate Principal Principal Balance of
Number of Adjustable Balance as of the Adjustable Rate Mortgage
Prepayment Terms Rate Mortgage Loans Cut-Off Date Loans as of the Cut-Off Date
---------------- -------------------- ------------------- ----------------------------
<S> <C> <C> <C>
6 months interest after
an acceptable annual
curtailment of 20% of
current balance........ 243 $ 84,309,240 42.8%
6 months interest after
an acceptable annual
curtailment of 5% of
current balance........ 241 81,826,318 41.5
No Prepayment Premium or
Lockout................ 69 30,548,986 15.5
5-4-3-2-1............... 1 416,530 0.2
--- ------------ -----
Total................. 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
Prepayment Terms for Fixed Rate Mortgage Loans
<TABLE>
<CAPTION>
Percent by Aggregate
Number of Aggregate Principal Principal Balance of
Fixed Rate Balance as of the Fixed Rate Mortgage Loans
Prepayment Terms Mortgage Loans Cut-Off Date as of the Cut-Off Date
---------------- -------------- ------------------- -------------------------
<S> <C> <C> <C>
5-4-3-2-1............... 198 $84,544,884 88.7%
No Prepayment Premium or
Lockout................ 42 7,618,314 8.0
5 year Lockout.......... 6 2,340,008 2.5
6 months interest after
an acceptable annual
curtailment of 20% of
current balance........ 2 604,415 0.6
7 year Lockout.......... 1 165,782 0.2
--- ----------- -----
Total................. 249 $95,273,403 100.0%
=== =========== =====
</TABLE>
S-71
<PAGE>
Adjustable Rate Mortgage Loans
Months of Prepayment Premium Period Remaining as of the Cut-Off Date
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Aggregate Principal Adjustable Rate
Number of Adjustable Balance as of the Mortgage Loans
Months Remaining Rate Mortgage Loan Cut-Off Date as of the Cut-Off Date
- ---------------- -------------------- ------------------- ----------------------
<S> <C> <C> <C>
None.................... 68 $ 30,219,090 15.3%
0.01--6.00.............. 10 6,326,152 3.2
6.01--12.00............. 6 2,705,700 1.4
12.01--18.00............ 205 70,000,806 35.5
18.01--24.00............ 205 70,163,951 35.6
24.01--30.00............ 58 16,938,949 8.6
48.01--54.00............ 1 416,530 0.2
60.01 or greater........ 1 329,896 0.2
--- ------------ -----
Total:................ 554 $197,101,075 100.0%
=== ============ =====
</TABLE>
Fixed Rate Mortgage Loans
Months of Prepayment Premium Period Remaining as of the Cut-Off Date
<TABLE>
<CAPTION>
Percent by Aggregate
Principal Balance of
Aggregate Principal Fixed Rate
Number of Fixed Balance as of the Mortgage Loans
Months Remaining Rate Mortgage Loans Cut-Off Date as of the Cut-Off Date
- ---------------- ------------------- ------------------- ----------------------
<S> <C> <C> <C>
None.................... 42 $ 7,618,314 8.0%
12.01--18.00............ 1 443,673 0.5
18.01--24.00............ 1 160,741 0.2
24.01--30.00............ 1 349,573 0.4
36.01--42.00............ 1 219,564 0.2
42.01--48.00............ 48 23,949,453 25.1
48.01--54.00............ 154 62,366,303 65.5
60.01 or greater........ 1 165,782 0.2
--- ----------- -----
Total:................ 249 $95,273,403 100.0%
=== =========== =====
</TABLE>
The Indices
General. The Mortgage Interest Rate on each adjustable rate Mortgage Loan will
adjust semi-annually to a rate equal to the sum of the related index (each, an
"Index," and collectively, the "Indices"), and the margin set forth on the
related Mortgage Note (the "Note Margin"). The Index for each Mortgage Loan
will be either Six-Month LIBOR, One Year CMT, or Prime, all as more fully
described below. The Mortgage Interest Rate on each Mortgage Loan prior to the
related initial Interest Rate Adjustment Date is typically an introductory rate
which is generally lower than the Mortgage Interest Rate which would have been
in effect based on the related Index and Note Margin. A description of each
Index is set forth below.
Six-Month LIBOR Index. The Index for approximately 54.1% of the Mortgage Loans
by Initial Pool Balance will be Six-Month LIBOR. Six-Month LIBOR for any Six-
Month LIBOR Mortgage Loan will generally be calculated for each six-month
accrual period as the six-month London Interbank Offered Rate for U.S. Dollar
deposits published in The Wall Street Journal on the 25th day (or if such day
is not a business day, the following business day) of the month preceding the
month of the
S-72
<PAGE>
Interest Rate Adjustment Date for such Mortgage Loan. Listed below are levels
of Six-Month LIBOR as published by The Wall Street Journal on such dates. Such
levels may fluctuate significantly from month to month as well as over longer
periods and may not increase or decrease in a constant pattern from period to
period. The following does not purport to be representative of future levels of
Six-Month LIBOR as published in The Wall Street Journal. No assurance can be
given as to the level of Six-Month LIBOR for any Interest Rate Adjustment Date
or during the life of any Six-Month LIBOR Mortgage Loan.
SIX-MONTH LIBOR
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
January........................ 3.438% 3.375% 6.750% 5.735% 5.719% 5.625% 4.968%
February....................... 3.313% 4.000% 6.438% 5.188% 5.594% 5.656% 5.090%
March.......................... 3.313% 4.188% 6.438% 5.469% 5.938% 5.715%
April.......................... 3.313% 4.625% 6.313% 5.563% 6.031% 5.750%
May............................ 3.438% 5.000% 6.125% 5.594% 5.969% 5.777%
June........................... 3.563% 5.000% 5.813% 5.781% 5.906% 5.750%
July........................... 3.563% 5.250% 5.938% 5.844% 5.813% 5.750%
August......................... 3.438% 5.313% 6.000% 5.688% 5.844% 5.688%
September...................... 3.375% 5.688% 5.844% 5.875% 5.813% 5.344%
October........................ 3.375% 5.938% 5.906% 5.625% 5.906% 4.969%
November....................... 3.500% 6.313% 5.688% 5.531% 5.887% 5.128%
December....................... 3.500% 6.938% 5.594% 5.688% 5.906% 5.157%
One-Year CMT Index. The Index for approximately 11.5% of the Mortgage Loans by
Initial Pool Balance will be the One-Year CMT. The One-Year CMT is currently
calculated based on information reported in the Federal Reserve Board's
Statistical Release No. H.15(519). Listed below are the weekly average yields
on actively traded U.S. Treasury securities adjusted to a constant maturity of
one year as reported by the Federal Reserve Board in Statistical Release No.
H.15(519) that was most recently available as of the date indicated. Such
average yields may fluctuate significantly from week to week as well as over
longer periods and may not increase or decrease in constant pattern from period
to period. The following does not purport to be representative of future
average yields. No assurance can be given as to the average yields on such U.S.
Treasury securities on any Interest Rate Adjustment Date or during the life of
any One-Year CMT Mortgage Loan.
ONE-YEAR CMT
<CAPTION>
1993 1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
January 1...................... 3.643% 3.600% 7.120% 5.300% 5.500% 5.550% 4.630%
February 1..................... 3.408% 3.510% 6.950% 5.050% 5.610% 5.220% 4.510%
March 1........................ 3.312% 4.010% 6.540% 5.040% 5.470% 5.280%
April 1........................ 3.300% 4.360% 6.370% 5.420% 5.940% 5.390%
May 1.......................... 3.184% 4.900% 6.240% 5.520% 6.010% 5.400%
June 1......................... 3.550% 5.290% 5.920% 5.590% 5.850% 5.450%
July 1......................... 3.526% 5.300% 5.590% 5.790% 5.650% 5.410%
August 1....................... 3.530% 5.510% 5.720% 5.850% 5.540% 5.360%
September 1.................... 3.366% 5.610% 5.810% 5.640% 5.540% 5.100%
October 1...................... 3.392% 5.850% 5.570% 5.720% 5.470% 4.610%
November 1..................... 3.462% 6.220% 5.580% 5.560% 5.530% 4.010%
December 1..................... 3.610% 6.630% 5.440% 5.420% 5.550% 4.590%
</TABLE>
S-73
<PAGE>
Prime Index. The Index for approximately 1.8% of the Mortgage Loans by Initial
Pool Balance will be Prime. Prime for any Prime Mortgage Loan will be the prime
lending rate of the Bank of America N.T. & S.A. as publicly announced by Bank
of America N.T. & S.A. (or any successor thereto) as its prime rate most
recently available on the indicated Interest Rate Adjustment Dates. Listed
below are levels of Prime that were applicable to Mortgage Loans on such date.
Such levels may fluctuate significantly from month to month as well as over
longer periods and may not increase or decrease in constant pattern from period
to period. The following does not purport to be representative of future levels
of Prime. No assurance can be given as to the level of Prime for any Interest
Rate Adjustment Date or during the life of any Prime Mortgage Loan.
PRIME
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998 1999
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
January 1............................. 6.00% 6.00% 8.50% 8.50% 8.25% 8.50% 7.75%
February 1............................ 6.00% 6.00% 9.00% 8.25% 8.25% 8.50% 7.75%
March 1............................... 6.00% 6.00% 9.00% 8.25% 8.25% 8.50%
April 1............................... 6.00% 6.25% 9.00% 8.25% 8.50% 8.50%
May 1................................. 6.00% 6.75% 9.00% 8.25% 8.50% 8.50%
June 1................................ 6.00% 7.25% 9.00% 8.25% 8.50% 8.50%
July 1................................ 6.00% 7.25% 9.00% 8.25% 8.50% 8.50%
August 1.............................. 6.00% 7.25% 8.75% 8.25% 8.50% 8.50%
September 1........................... 6.00% 7.75% 8.75% 8.25% 8.50% 8.50%
October 1............................. 6.00% 7.75% 8.75% 8.25% 8.50% 8.25%
November 1............................ 6.00% 7.75% 8.75% 8.25% 8.50% 8.00%
December 1............................ 6.00% 8.50% 8.75% 8.25% 8.50% 7.75%
</TABLE>
Modified Loans
From time to time subsequent to the initial funding date of the Mortgage Loans,
certain of the Mortgage Loans have been modified (each such Mortgage Loan, a
"Modified Loan") to reflect changes in their basic terms (including, without
limitation, modification to mortgage interest rate, principal amount and/or
maturity date, conversion in amortizing type, addition of collateral and/or
guarantee(s)) and assumptions of the Mortgage Loans. Mortgage Loans may have
been modified as a consequence of (i) actual or anticipated delinquencies and
the inability of borrowers to make balloon payments at maturity, or (ii) in the
case of certain fully performing Mortgage Loans refinanced prior to maturity,
the willingness of the lender to advance additional funds or to refinance the
Mortgage Loan by remaining as the lender following maturity.
As of the Cut-Off Date, 6 Mortgage Loans, representing approximately 0.6% of
the Initial Pool Balance, constitute Modified Loans. As of the Cut-Off Date,
the Modified Loans have remaining terms to stated maturity ranging from 11
months to 338 months, a weighted average remaining term to stated maturity of
181 months, and a weighted average seasoning (based on the number of months
from origination to the Cut-Off Date) of 51 months. 2 of the Modified Loans,
representing less than 0.1% of the Initial Pool Balance, provide for Balloon
Payments at stated maturity. No Prepayment Premiums are collectible on such
Mortgage Loans if prepayment is made during the period between the original
maturity date and extended maturity date of such Mortgage Loans. The
information above is with respect to the most recent modifications.
S-74
<PAGE>
Delinquency and Losses
As of the Cut-Off Date, no Mortgage Loan was 30 days or more delinquent in
payment of its Monthly Payment. As of the Cut-Off Date, 1 Mortgage Loan,
representing approximately 0.1% of the Initial Pool Balance, had been between
31 days and 60 days delinquent during the past 12 months. As of the Cut-Off
Date, no Mortgage Loan had been more than 60 days delinquent during the past 12
months. Except as otherwise described under "--Modified Loans" above, none of
the Mortgage Loans has been modified or suffered any losses.
Underwriting Guidelines
The Mortgage Loans were generally underwritten by the Loan Originator pursuant
to the Loan Originator's Multifamily and Commercial Lending Program. The Loan
Originator began underwriting mortgage loans in accordance with such standards
in February 1994. Typically, the adjustable rate multifamily loans are 30-year
term fully amortizing loans secured by apartment buildings with 5 or more units
and the commercial loans are 30-year term fully amortizing loans secured by
office buildings, shopping centers, mobile home parks, industrial properties
and other approved property types. Mortgage Loans underwritten pursuant to the
Multifamily and Commercial Lending Program have maximum loan amounts and loan-
to-value ratios ("LTV") and minimum DSCRs which are determined from time to
time by the Loan Committee of the Board of Directors of the Loan Originator
(the "Loan Committee"). Appraisals and field inspections (performed by outside
and certified inspectors) and Lender's title insurance are required for each
multifamily and commercial loan.
Under the Multifamily and Commercial Lending Program standards in effect as of
the Cut-Off Date, the maximum loan amount is generally $3,000,000, the maximum
LTV is generally 80% of the appraised value of the mortgaged property for
multifamily loans and 75% for commercial loans, and the minimum DSCR is
generally 1.15 to 1.00, based on the applicable level of the related index and
the related note margin, for multifamily loans, and generally 1.20 to 1.00,
based on the applicable level of the related index and the related note margin,
for commercial loans. However, senior management of the Loan Originator may
approve a higher loan amount, a lower DSCR or a higher LTV if it is determined
that borrower has a strong financial position, good credit and good property
management skills and/or pledges additional collateral. With respect to
mortgage loans secured by seasoned multifamily properties, either 75% to 85% of
the living units (or such higher level necessary to cover debt service and pay
all other expenses) must be occupied at rent levels that support the appraised
value of the mortgaged property, or an appropriate holdback of loan proceeds
must be established until the required occupancy level is met. For newly
constructed properties, a lower occupancy level may be approved by the Loan
Committee of the Loan Originator.
The Loan Originator's underwriting standards under the Multifamily and
Commercial Lending Program are primarily intended to assess the economics of
the mortgaged property and the financial capabilities, credit standing and
managerial ability of the borrower. In determining whether a loan should be
made, the Loan Originator considers, among other things, the acceptability of
the mortgaged property, the reliability of the income stream from the mortgaged
property, the creditworthiness of the mortgagor, the borrower's income, liquid
assets and liabilities, the borrower's management experience, DSCRs, the
borrower's overall financial position and the adequacy of such property as
collateral for the mortgage loan. While the Loan Originator's primary
consideration in
S-75
<PAGE>
underwriting a mortgage loan is the property securing the mortgage loan,
sufficient documentation on the borrower is required to establish the financial
strength and ability of the borrower to successfully operate the property and
meet its obligations under the note and deed of trust. The majority of the
mortgage loans originated by the Loan Originator provide for recourse against
the related borrower. See "Risk Factors--Nonrecourse Loans Limit Remedies
Following Borrower Default."
The Loan Originator's Multifamily and Commercial Lending Program requires that
the property and records regarding the property be inspected to determine the
number of units that can be rebuilt under current zoning requirements, the
number of buildings on the property, the type of construction materials used,
the proximity of the property to natural hazards, flood zones and fire stations
and whether there are any environmental factors and whether a tract map has
been recorded. The property must front on publicly dedicated and maintained
streets with provisions for adequate and safe ingress and egress. Properties
that share ingress and egress through an easement or private road must have a
recorded non-exclusive easement. Recreational facilities and amenities, if any,
must be located on site and be under the exclusive control of the owner of the
premises and should be consistent with the project and competitive in the
marketplace. If available, engineering reports concerning the condition of the
major building components of the property are reviewed as is a ground lease
analysis if the property is on leased ground. Also, the title is reviewed to
determine if there are any covenants, conditions and restrictions, easements or
reservations of mineral interests in the property. The properties are appraised
by independent appraisers approved by the Loan Originator.
In addition to the considerations set forth above, with respect to mortgage
loans secured by commercial properties, the Loan Originator's lending policies
typically require that the commercial usage be permitted under local zoning and
use ordinances and the utilization of the commercial space be compatible with
the property and neighborhood. If the commercial property is an office
building, the office building must have a demonstrated occupancy history, must
be located in a good office market area and in a conforming neighborhood, must
have on-site parking and must be fire sprinkler equipped according to zoning
codes, a compatible tenant mix and no adverse asbestos risks. Industrial
properties must be located in a conforming industrial marketplace and may not
be used for the production, storage or treatment of toxic waste. Retail
properties must be highly visible and located on a heavily traveled
thoroughfare and typically have tenants on term leases. The Loan Originator may
not make a loan secured by a property that has any of the following
characteristics: inadequate maintenance or repairs as determined by the Loan
Originator, the property is subject to covenants, conditions and restrictions
unacceptable to the Loan Originator, there exists or potentially exists
hazardous geological conditions, the property is not to code or the cost of
restoring the property to code is prohibitive or there exists or potentially
exists contamination by hazardous toxic materials in quantities or ways that
violate or would violate applicable law.
The Loan Originator has stated that it analyzes the financial statements of the
borrower to determine the borrower's equity position, particularly as it
relates to real estate mortgage demands on equity. If the borrower's holdings
are encumbered so that the debt service requirements consume a high percentage
of the rental income from the mortgaged property, or consist substantially of
unimproved or underimproved properties having little or no gross income, the
Loan Originator analyzes whether the borrower will be able to meet all of the
mortgaged property's loan obligations (expenses, debt service and equity
return). In addition to DSCRs, the borrower's income and expense ratios are
calculated and the borrower's investment policy is analyzed.
S-76
<PAGE>
In addition to the income from the mortgaged property, the Loan Originator also
evaluates the borrower's income as a possible secondary source of repayment for
the mortgage loan. In analyzing such income, the Loan Originator considers,
among other factors, employment or business history of the borrower and the
stability and seasonality of the borrower's current employment or business. If
the borrower derives income from rental property, the Loan Originator evaluates
the experience of the manager of the rental property, type of tenancy and the
cash flow generated by the borrower's real estate portfolio. The Loan
Originator also reviews the borrower's assets, liabilities and credit history
to determine the borrower's ability and willingness to repay debts. In general,
the Loan Originator will not make a mortgage loan to a borrower who has a
history of slow payments or delinquencies, bankruptcies, collection actions,
foreclosures or judgments against the borrower without adequate explanations
and verifications.
The information concerning the underwriting guidelines of the Loan Originator
set forth above has been provided by the Loan Originator and none of the
Issuer, the Mortgage Loan Seller, the Depositor or the Underwriters makes any
representation or warranty as to the accuracy thereof.
Additional Information
The description in this prospectus supplement of the Mortgage Pool and the
Mortgaged Properties is based upon the Mortgage Pool as of the Cut-Off Date.
Prior to the issuance of the Offered Bonds, a Mortgage Loan may be removed from
the Mortgage Pool if the Depositor deems such removal necessary or appropriate
or if it is prepaid. The Depositor anticipates that certain of the Mortgage
Loans will be removed from the Mortgage Pool prior to the time the Offered
Bonds are issued as a result of prepayments, delinquencies or other reasons.
The Stated Principal Balance of such Mortgage Loans that are removed will not
exceed 1% of the Initial Pool Balance. In addition, a limited number of other
mortgage loans may be included in the Mortgage Pool prior to the issuance of
the Offered Bonds, unless including such mortgage loans would materially alter
the characteristics of the Mortgage Pool as described herein. The Depositor
believes that the information set forth herein will be representative of the
characteristics of the Mortgage Pool as it will be constituted at the time the
Offered Bonds are issued, although the interest rate on each Mortgage Loan (in
each case, the "Mortgage Interest Rate") and maturities and certain other
characteristics of the Mortgage Loans in the Mortgage Pool may vary.
In the event the Mortgage Loans included in the Mortgage Pool vary in any
material respect from the characteristics of the Mortgage Loans described
herein, a Current Report on Form 8-K (each a "Form 8-K") will be available to
purchasers of the Offered Bonds and will be filed, together with the Indenture,
with the Securities and Exchange Commission (the "Commission") within fifteen
days after the initial issuance of the Offered Bonds.
S-77
<PAGE>
DESCRIPTION OF THE BONDS
General
The Issuer's Series 1999-1 Collateralized Mortgage Bonds (the "Bonds") will be
issued on or about March 10, 1999 (the "Closing Date") pursuant to an Indenture
(the "Indenture") between the Owner Trustee, on behalf of the Issuer, and the
Indenture Trustee, on behalf of the holders of the Bonds (the "Bondholders").
The Bonds will be issued in twelve classes (each, a "Class") to be designated
as: (i) the Class A-1, Class A-2, Class S, Class A-3, Class B, Class C, Class D
and Class E Bonds (collectively, the "Offered Bonds"); and (ii) the Class F,
Class G, Class H and Class X Bonds (the "Private Bonds"; and, collectively with
the Class A-3, Class B, Class C, Class D and Class E Bonds, the "Subordinate
Bonds"). The Bonds will be secured by the Trust Estate. The "Trust Estate" will
consist of all rights, money, instruments, securities and other property,
including all proceeds thereof, which are subject to, or intended to be subject
to, the lien of the Indenture for the benefit of the Bondholders, including
without limitation the Collateral. The "Collateral" will consist of the
Mortgage Loans (other than the right to receive Prepayment Premiums thereon),
any REO Properties and the Payment Account and the Collection Account.
Only the Offered Bonds are offered hereby. The Private Bonds will be issued to
and initially held by an affiliate of the Issuer and are not offered hereby.
The Offered Bonds will be non-recourse obligations of the Issuer. The holders
and beneficial owners of the Offered Bonds will be deemed to have agreed that
they have no rights or claims against the Issuer directly and may only look to
the Collateral to satisfy the Issuer's obligations under the Indenture. Each
holder and beneficial owner of an Offered Bond will also be deemed, by the
acceptance of its Bond or interest therein, to have agreed not to file or cause
a filing against the Issuer or the Depositor of an involuntary petition under
any bankruptcy or receivership law.
The Offered Bonds are not insured or guaranteed by any government agency or
instrumentality or by any other person or entity.
The Offered Bonds will be issued in the following initial aggregate bond
principal amounts (the "Bond Principal Amounts") (in each case, subject to a
variance of plus or minus 5%):
<TABLE>
<CAPTION>
Initial Aggregate Bond
Class Principal Amount
- ----- ----------------------
<S> <C>
Class A-1................................................ $100,000,000
Class A-2................................................ $ 94,831,000
Class S.................................................. $ 12,150,000
Class A-3................................................ $ 17,447,000
Class B.................................................. $ 11,631,000
Class C.................................................. $ 14,539,000
Class D.................................................. $ 13,085,000
Class E.................................................. $ 4,361,000
</TABLE>
The Class S Bonds will be entitled to monthly payments in the amounts set forth
in Annex B to this prospectus supplement which, in the aggregate, equals the
initial Bond Principal Amount of the Class S Bonds, subject to certain
limitations described in this prospectus supplement. See "--Class S Bonds"
below.
The Class X Bonds, which are not offered by this prospectus supplement, will be
entitled to monthly payments as described in "--Other Bonds" below.
S-78
<PAGE>
The Class A-1, Class A-2, Class S, Class A-3, Class B and Class C Bonds (the
"DTC Registered Bonds") will be issued, maintained and transferred on the
book-entry records of DTC and its Participants. The DTC Registered Bonds will
be issued in minimum denominations of $100,000 and integral multiples of $1 in
excess thereof. The Class D and Class E Bonds will initially be issued as
Definitive Bonds.
The DTC Registered Bonds will be represented by one or more Bonds registered
in the name of the nominee of DTC. The Depositor has been informed by DTC that
DTC's nominee will be Cede & Co. ("Cede"). No person acquiring an interest in
the DTC Registered Bonds (each a "Beneficial Owner") will be entitled to
receive a Definitive Bond (as defined below) representing such person's
interest, except as set forth below under "--Book-Entry Registration of the
Offered Bonds--Definitive Bonds." Unless and until Definitive Bonds are issued
for the DTC Registered Bonds under the limited circumstances described herein,
all references to actions by Bondholders with respect to the DTC Registered
Bonds shall refer to actions taken by DTC upon instructions from its
Participants, and all references herein to distributions, notices, reports and
statements to Bondholders with respect to the DTC Registered Bonds shall refer
to distributions, notices, reports and statements to DTC, or Cede, as the
registered holder of the DTC Registered Bonds, for distribution to Beneficial
Owners by DTC in accordance with DTC procedures. The Beneficial Owners may
elect to hold their Bonds through DTC, in the United States, or Cedelbank or
Euroclear, in Europe, through participants of such system, or indirectly
through organizations which are participants in such systems.
Book-Entry Registration of the Offered Bonds
The Offered Bonds (other than the Class D and Class E Bonds which will
initially be issued as Definitive Bonds) initially will be issued through the
book-entry facilities of DTC, Cedelbank or Euroclear (in Europe) if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. As to any such Class of Offered Bonds, the
record holder of such Bonds will be DTC's nominee. Cedelbank and Euroclear
will hold omnibus positions on behalf of their participants through customers'
securities accounts in Cedelbank's and Euroclear's name on the books of their
perspective depositories (the "Depositories"), which in turn will hold such
positions in customers' securities accounts in Depositories' names on the
books of DTC.
DTC is a limited-purpose trust company organized under the laws of the State
of New York which holds securities for its participating organizations ("DTC
Participants," and together with the Cedelbank and Euroclear participating
organizations, the "Participants") and facilitates the clearance and
settlement of securities transactions between Participants through electronic
book-entry changes in the accounts of Participants. Participants include
securities brokers and dealers, banks, trust companies and clearing
corporations and may include certain other organizations. Other institutions
that are not Participants but clear through or maintain a custodial
relationship with Participants (such institutions, "Indirect Participants")
have indirect access to DTC's clearance system.
Because of time zone differences, the securities account of Cedelbank or a
Euroclear Participant (each as defined below) as a result of a transaction
with a DTC Participant (other than a depositary holding on behalf of Cedelbank
or Euroclear) will be credited during the securities settlement processing day
(which must be a business day for Cedelbank or Euroclear, as the case may be)
immediately following the DTC settlement date. Such credits or any
transactions in such securities settled during such processing will be
reported to the relevant Euroclear Participant or Cedelbank Participant on
such business day. Cash received by Cedelbank or Euroclear as a result of
sales of securities by or through a Cedelbank Participant or Euroclear
Participant to a DTC Participant (other
S-79
<PAGE>
than the depository for Cedelbank or Euroclear) will be received with value on
the DTC settlement date, but will be available in the relevant Cedelbank or
Euroclear cash account only as of the business day following settlement in DTC.
Transfers between Participants will occur in accordance with DTC rules.
Transfers between Cedelbank Participants or Euroclear Participants will occur
in accordance with their respective rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly through
DTC, on the one hand, and directly or indirectly through Cedelbank Participants
or Euroclear Participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing system
by the relevant Depositories; however, such cross-market transactions will
require delivery of instructions to the relevant European international
clearing system by the counterparty in such system in accordance with its rules
and procedures and within its established deadlines (European time). The
relevant European international clearing system will, if the transaction meets
its settlement requirements, deliver instructions to its Depository to take
action to effect final settlement on its behalf by delivering or receiving
securities in DTC, and making or receiving payment in accordance with normal
procedures for same day funds settlement applicable to DTC. Cedelbank
Participants or Euroclear Participants may not deliver instructions directly to
the Depositories.
Cedelbank, as a professional depository, holds securities for its participating
organizations ("Cedelbank Participants") and facilitates the clearance and
settlement of securities transactions between Cedelbank Participants through
electronic book-entry changes in accounts of Cedelbank Participants, thereby
eliminating the need for physical movement of bonds. As a professional
depository, Cedelbank is subject to regulation by the Luxembourg Monetary
Institute.
Euroclear was created to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of bonds
and any risk from lack of simultaneous transfers of securities and cash.
Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty Trust
Company of New York (the "Euroclear Operator"), under contract with Euroclear
Clearance Systems S.C., a Belgian co-operative corporation (the "Clearance
Cooperative"). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Clearance Cooperative. The
Clearance Cooperative establishes policies for Euroclear on behalf of Euroclear
Participants. The Euroclear Operator is the Belgian branch of a New York
banking corporation that is a member bank of the Federal Reserve System. As
such, it is regulated and examined by the Board of Governors of the Federal
Reserve System and the New York State Banking Department, as well as the
Belgian Banking Commission. Securities clearance accounts and cash accounts
with the Euroclear Operator are governed by the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System
and applicable Belgian law (collectively, the "Terms and Conditions"). The
Terms and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution of specific certificates to specific
securities clearance accounts.
S-80
<PAGE>
Distributions in respect of the DTC Registered Bonds will be forwarded by the
Indenture Trustee to DTC, and DTC will be responsible for forwarding such
payments to Participants, each of which will be responsible for disbursing such
payments to the Beneficial Owners it represents or, if applicable, to Indirect
Participants. Accordingly, Beneficial Owners may experience delays in the
receipt of payments in respect of their Bonds. Under DTC's procedures, DTC will
take actions permitted to be taken by holders of any class of DTC Registered
Bonds under the Indenture only at the direction of one or more Participants to
whose account the DTC Registered Bonds are credited and whose aggregate
holdings represent no less than any minimum amount of Percentage Interests or
voting rights required therefor. DTC may take conflicting actions with respect
to any action of Bondholders of any class to the extent that Participants
authorize such actions. None of the Issuer, the Depositor, the Indenture
Trustee or any of their respective affiliates will have any liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the DTC Registered Bonds or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
Beneficial Owners will not be recognized by the Indenture Trustee as
Bondholders, as such term is used in the Indenture; provided, however, that
Beneficial Owners will be permitted to request and receive information
furnished to Bondholders by the Indenture Trustee subject to receipt by the
Indenture Trustee of a certification in form and substance acceptable to the
Indenture Trustee stating that the person requesting such information is a
Beneficial Owner. Otherwise, the Beneficial Owners will be permitted to receive
information furnished to Bondholders and to exercise the rights of Bondholders
only indirectly through DTC, its Participants and Indirect Participants.
Although DTC, Cedelbank and Euroclear have agreed to the foregoing procedures
in order to facilitate transfers of the Offered Bonds among Participants of
DTC, Cedelbank and Euroclear, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued at
any time.
Definitive Bonds. Bonds initially issued in book-entry form will be issued in
fully registered, certificated form to Beneficial Owners or their nominees
("Definitive Bonds"), rather than to DTC or its nominee only if (i) the
Depositor advises the Indenture Trustee in writing that DTC is no longer
willing or able to properly discharge its responsibilities as depository with
respect to the Bonds and the Depositor is unable to locate a qualified
successor or (ii) the Depositor, at its option, elects to terminate the book-
entry system through DTC.
Upon the occurrence of an event described in the preceding paragraph, the
Indenture Trustee is required to notify, through DTC, Participants who have
ownership of DTC Registered Bonds as indicated on the records of DTC of the
availability of Definitive Bonds for their DTC Registered Bonds. Upon surrender
by DTC of the definitive bonds representing the DTC Registered Bonds and upon
receipt of instructions from DTC for re-registration, the Indenture Trustee
will reissue the DTC Registered Bonds as Definitive Bonds issued in the
respective Bond Principal Amounts owned by individual Beneficial Owners, and
thereafter the Indenture Trustee will recognize the holders of such Definitive
Bonds as Bondholders under the Indenture.
S-81
<PAGE>
Payments on the Bonds
General. Payments on the Bonds will be made by or on behalf of the Indenture
Trustee, to the extent of available funds, on the 25th day of each month or, if
any such 25th day is not a business day, then on the next succeeding business
day, commencing in March 1999 (each, a "Payment Date"). Except as described
below, all such payments will be made to the Bondholders of record at the close
of business on the last business day of the month preceding the month in which
the related Payment Date occurs or the Closing Date in the case of the first
Payment Date (each a "Record Date"). As to each such Bondholder, such payments
will be made by wire transfer in immediately available funds to the account
specified by the Bondholder at a bank or other entity having appropriate
facilities therefor, if such Bondholder will have provided the Indenture
Trustee with wiring instructions no less than 5 business days prior to the
related Record Date, or otherwise by check mailed to such Bondholder. Until
Definitive Bonds are issued in respect thereof, Cede & Co. will be the
registered holder of the Offered Bonds (other than the Class D and Class E
Bonds). See " --Book-Entry Registration of the Offered Bonds" above. The final
payment on any Bond will be made only upon presentation and surrender of such
Bond at the location that will be specified in a notice of the pendency of such
final payment. All payments made with respect to a Class of Offered Bonds will
be allocated pro rata among the outstanding Bonds of such Class based on their
respective Percentage Interests. The "Percentage Interest" evidenced by any
Bond is equal to the initial denomination thereof as of the Closing Date
divided by the initial Bond Principal Amount of the related Class. The stated
maturity date of each Class of Bonds is June 1, 2030.
Funds Available for Payments on the Bonds. With respect to any Payment Date,
payments of interest and principal on the Bonds will be made from the Available
Payment Amount for such date. The "Available Payment Amount" for any Payment
Date will, in general, equal the sum of:
(a) all amounts on deposit in the Collection Account as of the close of
business on the related Determination Date, exclusive of any portion thereof
that represents one or more of the following:
(i) Monthly Payments collected but due on a Due Date subsequent to the
related Collection Period;
(ii) amounts that are payable or reimbursable to any person other than the
Bondholders in respect of their Bonds or the holder of the Ownership
Certificate in respect of the Issuer's Equity (including amounts payable to
the Master Servicer, the Special Servicer, the Indenture Trustee, the Owner
Trustee or the Administrator as compensation (including Indenture Trustee
Fees, Servicing Fees, Special Servicing Fees, Owner Trustee Fees,
Administration Fees, and default interest and late payment charges and
fees, to the extent such default interest or late payment charges or fees
are not otherwise applied to cover interest on Advances), fees relating to
assumptions, modifications, extensions, and like actions, and amounts
payable in reimbursement of outstanding Advances, together with interest
thereon); and
(iii) amounts deposited in the Collection Account in error; plus
(b) to the extent not already included in clause (a), any P&I Advances made in
respect of such Payment Date; plus
S-82
<PAGE>
(c) any other amounts on deposit in the Payment Account on such Payment Date.
The "Collection Period" with respect to any Payment Date will be the period
commencing immediately following the Determination Date in the month
immediately preceding the month in which such Payment Date occurs (or, in the
case of the initial Collection Period, commencing on and including the Cut-Off
Date) and ending on and including the Determination Date in the month in which
such Payment Date occurs.
The "Determination Date" with respect to any Payment Date will be the 17th day
of the month in which such Payment Date occurs, or if such 17th day is not a
business day, the immediately preceding business day.
Bond Interest Rates. The "Bond Interest Rates" on the Offered Bonds, other than
the Class S Bonds, for each Payment Date will equal the lesser of (a) the
applicable one-month London interbank offered rate quotation for One-Month U.S.
dollar deposits ("One-Month LIBOR"), calculated as described under "--
Determination of One-Month LIBOR" below, plus the corresponding margin (each, a
"Margin"), but in no event greater than 14% per annum (the "Maximum Offered
Bond Rate") (each such rate, the "Bond LIBOR Rate"), and (b) the weighted
average (by Stated Principal Balance), of the Mortgage Interest Rates (after
giving effect to the Servicing Fee, the Indenture Trustee Fee, Owner Trustee
Fee and the Administration Fee) on the Mortgage Loans as of the Due Date in the
month preceding the month in which such Payment Date occurs (the "Weighted
Average Remittance Rate"). The Margins will be: Class A-1: 0.28%; Class A-2:
0.42%; Class A-3: 0.60%; Class B: 0.88%; Class C: 1.55%; Class D: 2.00%; and
Class E: 2.35%. The Class S Bonds will not accrue interest. See "--Other Bonds"
below for the Bond Interest Rates on the Private Bonds (other than the Class X
Bonds). Interest on the Offered Bonds (other than the Class S Bonds) will be
calculated on the actual number of days elapsed during the applicable Interest
Accrual Period and a 360-day year. One-Month LIBOR for the first Payment Date
will be 4.965%.
For purposes of determining the Weighted Average Remittance Rates, the Mortgage
Interest Rates will not reflect any default interest or any increase in
Mortgage Interest Rates occurring after the related maturity date. The Mortgage
Interest Rates will also be determined without regard to any Mortgage Loan
modifications, waivers or amendments entered into after the Cut-Off Date. In
addition, if a Mortgage Loan accrues interest on the basis of a 30-day month
and a 360-day year (a "30/360 basis"), its interest rate for any month that is
not a 30-day month will be recalculated so that the amount of interest that
would accrue at that rate in such month, calculated based on the actual number
of days elapsed during such month and a 360-day year, will equal the amount of
interest that actually accrues on that Mortgage Loan in that month.
If the Bond Interest Rate on the Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D, or Class E Bonds for any Payment Date is determined to be the
Weighted Average Remittance Rate, the excess (such excess, the "LIBOR
Deficiency Amount") on such Payment Date of (i) the amount of interest that
would have been payable on such Class of Bonds at the Bond LIBOR Rate for such
Class of Bonds and such Payment Date, over (ii) the amount of interest that is
payable on such Class of Bonds at the Weighted Average Remittance Rate for such
Payment Date will be payable together with interest on such LIBOR Deficiency
Amount (to the extent permitted by applicable law) at the applicable Bond
Interest Rate if paid on a subsequent Payment Date in the order of priority set
forth under "--Priority of Payments" below.
S-83
<PAGE>
If the Bond Interest Rate on the Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D or Class E Bonds for any Payment Date is determined to be the
Maximum Offered Bond Rate, the holders of such Class of Bonds will not be
entitled to be paid any portion of the excess on such Payment Date of (i) the
amount of interest that would have been payable on such Class of Bonds for such
Payment Date if the Bond LIBOR Rate was not limited to the Maximum Offered Bond
Rate, over (ii) the amount of interest that is payable on such Class of Bonds
at the Maximum Offered Bond Rate for such Payment Date.
Class S Bonds. On each Payment Date, the Class S Bonds will be entitled to
receive an amount (such amount, the "Class S Distributable Amount") equal to
the lesser of (a) the amount corresponding to such Payment Date set forth in
Annex B to this prospectus supplement (such amount, the "Class S Scheduled
Payment") and (b) the excess of (i) the Available Interest Payment Amount for
such Payment Date, over (ii) the aggregate Accrued Bond Interest payable to the
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on
such Payment Date. The "Available Interest Payment Amount" for any Payment Date
will equal the excess of (i) the Available Payment Amount for such Payment
Date, over (ii) the Principal Payment Amount for such Payment Date.
If on any Payment Date, the Class S Distributable Amount is less than the Class
S Scheduled Payment for such Payment Date, the shortfall (the "Class S
Shortfall"), together with interest thereon at the Class S Rate if paid on a
subsequent Payment Date, will be payable at a lower priority than the payment
of the Class S Distributable Amount. Interest on the Class S Shortfalls will be
calculated on a 30/360 basis. See "--Priority of Payments" below.
Determination of One-Month LIBOR. The Bond Interest Rates on the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds for any
Interest Accrual Period will be based on One-Month LIBOR, which will be
determined as described below. One-Month LIBOR shall be established by the
Indenture Trustee and, as to any Interest Accrual Period, One-Month LIBOR will
equal the rate for United States dollar deposits for one month which appears on
the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London time, on the
second LIBOR Business Day prior to the first day of such Interest Accrual
Period (a "LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750" means the
display designated as page 3750 on the Telerate Service (or such other page as
may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be selected by the Indenture Trustee after consultation
with the Master Servicer), the rate will be the Reference Bank Rate. The
"Reference Bank Rate" will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the reference banks (which shall be
three major banks that are engaged in transactions in the London interbank
market, selected by the Indenture Trustee after consultation with the Master
Servicer) as of 11:00 A.M., London time, on the day that is two LIBOR Business
Days prior to the immediately preceding Payment Date to prime banks in the
London interbank market for a period of one month in amounts approximately
equal to the aggregate Bond Principal Amount of the Offered Bonds (other than
the Class S Bonds) then outstanding. The Indenture Trustee will request the
principal London office of each of the reference banks to provide a quotation
of its rate. If at least
S-84
<PAGE>
two such quotations are provided, the rate will be the arithmetic mean of the
quotations. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Indenture Trustee after
consultation with the Master Servicer, as of 11:00 A.M., New York City time, on
such date for loans in U.S. Dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Bond Principal Amount
of the Offered Bonds (other than the Class S Bonds) then outstanding. If no
such quotations can be obtained, the rate will be LIBOR for the prior Interest
Accrual Period. "LIBOR Business Day" means any day other than (i) a Saturday or
Sunday or (ii) a day on which banking institutions in the cities of London,
England, Chicago, Illinois or New York, New York are required or authorized by
law to be closed.
The establishment of One-Month LIBOR by the Indenture Trustee and the Indenture
Trustee's subsequent calculation of the Bond Interest Rates applicable to the
Bonds for the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Priority of Payments. On each Payment Date, unless the Bonds have been declared
due and payable following an Issuer Event of Default and such declaration and
its consequences have not been rescinded and annulled, the Available Payment
Amount for such date will be applied to make payments to the respective Classes
of Bondholders and the Issuer's Equity for the following purposes and in the
following order of priority, in each case to the extent of remaining funds:
(i) to (a) the holders of the Class A-1 and Class A-2 Bonds in respect of
interest, up to an amount equal to all Accrued Bond Interest (as defined
below) in respect of each such Class of Bonds for the related Interest
Accrual Period and, to the extent not previously paid, for all prior
Interest Accrual Periods, together with interest on such previously unpaid
Accrued Bond Interest (to the extent permitted by applicable law) at the
applicable Bond Interest Rate and (b) the holders of the Class S Bonds, the
Class S Distributable Amount for such Payment Date, pro rata with respect
to the Class A-1, Class A-2 and Class S Bonds, based on their entitlements
to such amounts;
(ii) to the holders of the Class A-1 and Class A-2 Bonds, sequentially in
respect of principal, up to an amount equal to the lesser of (a) the then
aggregate Bond Principal Amount of the Class A-1 and/or Class A-2 Bonds
then entitled to receive principal and (b) the Principal Payment Amount (as
defined below) for such Payment Date; provided, that, if the aggregate
Stated Principal Balance of the Mortgage Loans is less than or equal to the
aggregate outstanding Bond Principal Amount of the Class A-1 and Class A-2
Bonds immediately prior to such Payment Date, such principal will be paid
to the holders of the Class A-1 and Class A-2 Bonds, pro rata, based on
their aggregate Bond Principal Amounts;
(iii) to the holders of the Class A-3 Bonds in respect of interest, up to
an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable law) at the applicable Bond Interest Rate;
(iv) after the aggregate Bond Principal Amount of the Class A-1 and Class
A-2 Bonds has been reduced to zero, to the holders of the Class A-3 Bonds
in respect of principal, up to an amount equal to the lesser of (a) the
then aggregate Bond Principal Amount of the Class A-3 Bonds and
S-85
<PAGE>
(b) the excess, if any, of the Principal Payment Amount for such Payment
Date over any amounts paid as principal on such Payment Date on the Class
A-1 and Class A-2 Bonds pursuant to clause (ii) above;
(v) to the holders of the Class B Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such previously unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
(vi) after the aggregate Bond Principal Amount of the Class A-1, Class A-2
and Class A-3 Bonds has been reduced to zero, to the holders of the Class B
Bonds in respect of principal, up to an amount equal to the lesser of (a)
the then aggregate Bond Principal Amount of the Class B Bonds and (b) the
excess, if any, of the Principal Payment Amount for such Payment Date over
any amounts paid as principal on such Payment Date on the Class A-1, Class
A-2 and Class A-3 Bonds pursuant to clauses (ii) and (iv) above;
(vii) to the holders of the Class C Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such previously unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
(viii) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3 and Class B Bonds has been reduced to zero, to the holders of
the Class C Bonds in respect of principal, up to an amount equal to the
lesser of (a) the then aggregate Bond Principal Amount of the Class C Bonds
and (b) the excess, if any, of the Principal Payment Amount for such
Payment Date over any amounts paid as principal on such Payment Date on the
Class A-1, Class A-2, Class A-3 and Class B Bonds pursuant to clauses (ii),
(iv) and (vi) above;
(ix) to (a) the holders of the Class D Bonds in respect of interest, up to
an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable law) at the applicable Bond Interest Rate and (b)
the holders of the Class X Bonds, the Class X Distributable Amount for such
Payment Date, pro rata with respect to the Class D and Class X Bonds, based
on their entitlements to such amounts;
(x) after the aggregate Bond Principal Amount of the Class A-1, Class A-2,
Class A-3, Class B and Class C Bonds has been reduced to zero, to the
holders of the Class D Bonds in respect of principal, up to an amount equal
to the lesser of (a) the then aggregate Bond Principal Amount of the Class
D Bonds and (b) the excess, if any, of the Principal Payment Amount for
such Payment Date over any amounts paid as principal on such Payment Date
on the Class A-1, Class A-2, Class A-3, Class B and Class C Bonds pursuant
to clauses (ii), (iv), (vi) and (viii) above;
(xi) to the holders of the Class E Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with
S-86
<PAGE>
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable law) at the applicable Bond Interest Rate;
(xii) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3, Class B, Class C and Class D Bonds has been reduced to zero,
to the holders of the Class E Bonds in respect of principal, up to an
amount equal to the lesser of (a) the then aggregate Bond Principal Amount
of the Class E Bonds and (b) the excess, if any, of the Principal Payment
Amount for such Payment Date over any amounts paid as principal on such
Payment Date on the Class A-1, Class A-2, Class A-3, Class B, Class C and
Class D Bonds pursuant to clauses (ii), (iv), (vi), (viii) and (x) above;
(xiii) to (a) the holders of the Class A-1 and Class A-2 Bonds, the LIBOR
Deficiency Amount for such Payment Date for each such Class, if any, and to
the extent not previously paid, for all prior Payment Dates, together with
interest on such previously unpaid LIBOR Deficiency Amounts (to the extent
permitted by applicable law) at the applicable Bond Interest Rate to such
Payment Date, and (b) the holders of the Class S Bonds, the sum of (1) the
Class S Shortfall for such Payment Date, if any, and to the extent not
previously paid, for all prior Payment Dates, together with interest on
such previously unpaid Class S Shortfalls (to the extent permitted by
applicable law) at the Class S Rate and (2) if the Bonds are the subject of
optional redemption on such Payment Date as described under "--Optional
Redemption" below, the Class S Early Termination Amount, if any, pro rata
with respect to the Class A-1, Class A-2 and Class S Bonds, based on their
entitlements to such amounts;
(xiv) to the holders of the Class A-3, Class B, Class C, Class D and Class
E Bonds, in that order, the LIBOR Deficiency Amount for such Payment Date
for each such Class, if any, and to the extent not previously paid, for all
prior Payment Dates, together with interest on such previously unpaid LIBOR
Deficiency Amounts (to the extent permitted by applicable law) at the
applicable Bond Interest Rate;
(xv) to the holders of the Class F Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such unpaid Accrued Bond Interest (to the extent permitted by applicable
law) at the applicable Bond Interest Rate;
(xvi) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3, Class B, Class C, Class D and Class E Bonds has been reduced
to zero, to the holders of the Class F Bonds in respect of principal, up to
an amount equal to the lesser of (a) the then aggregate Bond Principal
Amount of the Class F Bonds and (b) the excess, if any, of the Principal
Payment Amount for such Payment Date over any amounts paid as principal on
such Payment Date on the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D and Class E Bonds pursuant to clauses (ii), (iv), (vi), (viii), (x)
and (xii) above;
(xvii) to the holders of the Class G Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such previously unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
S-87
<PAGE>
(xviii) after the aggregate Bond Principal Amount of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Bonds has
been reduced to zero, to the holders of the Class G Bonds in respect of
principal, up to an amount equal to the lesser of (a) the then aggregate
Bond Principal Amount of the Class G Bonds and (b) the excess, if any, of
the Principal Payment Amount for such Payment Date over any amounts paid as
principal on such Payment Date on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E and Class F Bonds pursuant to clauses
(ii), (iv), (vi), (viii), (x), (xii) and (xvi) above;
(xix) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds
has been reduced to zero, to the holders of the Class H Bonds in respect of
principal, up to an amount equal to the lesser of (a) the then aggregate
Bond Principal Amount of the Class H Bonds and (b) the excess, if any, of
the Principal Payment Amount for such Payment Date over any amounts paid as
principal on such Payment Date on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E, Class F and Class G Bonds pursuant to
clauses (ii), (iv), (vi), (viii), (x), (xii), (xvi) and (xviii) above;
(xx) to the holders of the Class X Bonds, the sum of (1) the Class X
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class X Shortfalls (to the extent permitted by applicable
law) at a rate per annum equal to 9.0% and (2) if the Bonds are the subject
of optional redemption as described under "--Optional Redemption" below on
such Payment Date, the Class X Early Termination Amount, if any; and
(xxi) to or at the direction of the holder of the Ownership Certificate in
respect of the Issuer's Equity, any remaining portion of the Available
Payment Amount for such Payment Date.
To the extent during a Collection Period any Mortgage Loan is prepaid in full
or in part prior to the Due Date occurring in such Collection Period, an
interest shortfall may result on the Payment Date following such Collection
Period because interest on prepayments in full or in part will only accrue to
the date of payment (such shortfall, a "Prepayment Interest Shortfall"). To the
extent during a Collection Period any Mortgage Loan is prepaid in full or in
part after the Due Date occurring in such Collection Period, the interest on
such prepayment will be included in the Available Payment Amount for the
immediately succeeding Payment Date (the "Prepayment Interest Excess"). If a
Mortgage Loan is prepaid in full or in part during any Collection Period, any
related Prepayment Interest Shortfalls shall be offset to the extent of any
Prepayment Interest Excesses collected during such Collection Period. If the
Prepayment Interest Shortfalls relating to non-Specially Serviced Mortgage
Loans for any Collection Period exceed the Prepayment Interest Excesses
collected during such period, such shortfall shall be offset by an amount up to
the Servicing Fee on the related Payment Date. No assurance can be given that
the portion of the Servicing Fee available to cover Prepayment Interest
Shortfalls for any Collection Period will be sufficient to cover Prepayment
Interest Shortfalls on non-Specially Serviced Mortgage Loans in full. The
Master Servicer shall be entitled to any excess of the Prepayment Interest
Excesses over the Prepayment Interest Shortfalls for any Collection Period as
additional compensation.
On each Payment Date, if the Bonds have been declared due and payable following
an Issuer Event of Default and such declaration and its consequences have not
been rescinded and annulled, the
S-88
<PAGE>
payments and other collections from the Trust Estate for such date (net of
payments to the Indenture Trustee, the Master Servicer, the Special Servicer
and certain other expenses relating to the Trust Estate) will be applied to
make payments to the respective Classes of Bondholders and the Issuer's Equity
for the following purposes and in the following order of priority, in each case
to the extent of remaining funds:
(i) to (a) the holders of the Class A-1 and Class A-2 Bonds, in respect of
interest, up to an amount equal to all Accrued Bond Interest in respect of
each such Class of Bonds for the related Interest Accrual Period and, to
the extent not previously paid, for all prior Interest Accrual Periods,
together with interest on such unpaid Accrued Bond Interest (to the extent
permitted by applicable law) at the applicable Bond Interest Rate and (b)
the holders of the Class S Bonds, the Class S Distributable Amount, pro
rata with respect to the Class A-1, Class A-2 and Class S Bonds, in
accordance with their entitlements to such amounts;
(ii) to the holders of the Class A-1 and Class A-2 Bonds, pro rata in
respect of principal, based on their respective aggregate Bond Principal
Amounts, until the aggregate Bond Principal Amount of such Bonds is reduced
to zero;
(iii) to the holders of the Class A-3 Bonds in respect of interest, up to
an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable law) at the applicable Bond Interest Rate;
(iv) after the aggregate Bond Principal Amount of the Class A-1 and Class
A-2 Bonds has been reduced to zero, to the holders of the Class A-3 Bonds
in respect of principal, until the aggregate Bond Principal Amount of such
Bonds is reduced to zero;
(v) to the holders of the Class B Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such previously unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
(vi) after the aggregate Bond Principal Amount of the Class A-1, Class A-2
and Class A-3 Bonds has been reduced to zero, to the holders of the Class B
Bonds in respect of principal, until the aggregate Bond Principal Amount of
such Bonds is reduced to zero;
(vii) to the holders of the Class C Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such previously unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
(viii) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3 and Class B Bonds has been reduced to zero, to the holders of
the Class C Bonds in respect of principal, until the aggregate Bond
Principal Amount of such Bonds is reduced to zero;
(ix) to (a) the holders of the Class D Bonds in respect of interest, up to
an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
S-89
<PAGE>
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable law) at the applicable Bond Interest Rate and (b)
the holders of the Class X Bonds, the Class X Distributable Amount, pro
rata with respect to the Class D and Class X Bonds, in accordance with
their entitlements to such amounts;
(x) after the aggregate Bond Principal Amount of the Class A-1, Class A-2,
Class A-3, Class B and Class C Bonds has been reduced to zero, to the
holders of the Class D Bonds in respect of principal, until the aggregate
Bond Principal Amount of such Bonds is reduced to zero;
(xi) to the holders of the Class E Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such previously unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
(xii) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3, Class B, Class C and Class D Bonds has been reduced to zero,
to the holders of the Class E Bonds in respect of principal, until the
aggregate Bond Principal Amount of such Bonds is reduced to zero;
(xiii) to (a) the holders of the Class A-1 and Class A-2 Bonds, the LIBOR
Deficiency Amount for such Payment Date for each such Class, if any, and to
the extent not previously paid, for all prior Payment Dates, together with
interest on such previously unpaid LIBOR Deficiency Amount (to the extent
permitted by applicable law) at the applicable Bond Interest Rate, and
(b) the holders of the Class S Bonds, the sum of (1) the Class S Shortfall
for such Payment Date, if any, and to the extent not previously paid, for
all prior Payment Dates, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable law) at the Class S Rate
and (2) the Class S Early Termination Amount, if any, pro rata with respect
to the Class A-1, Class A-2 and Class S Bonds in accordance with their
entitlements to such amounts;
(xiv) to the holders of the Class A-3, Class B, Class C, Class D and Class
E Bonds, in that order, the LIBOR Deficiency Amount for each such Class, if
any, and to the extent not previously paid, for all prior Payment Dates,
together with interest on such unpaid LIBOR Deficiency Amounts (to the
extent permitted by applicable law) at the applicable Bond Interest Rate;
(xv) to the holders of the Class F Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with interest on
such unpaid Accrued Bond Interest (to the extent permitted by applicable
law) at the applicable Bond Interest Rate;
(xvi) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3, Class B, Class C, Class D and Class E Bonds has been reduced
to zero and the Class S Bonds have been retired, to the holders of the
Class F Bonds in respect of principal, until the aggregate Bond Principal
Amount of such Bonds is reduced to zero;
(xvii) to the holders of the Class G Bonds in respect of interest, up to an
amount equal to all Accrued Bond Interest in respect of such Class of Bonds
for the related Interest Accrual Period and, to the extent not previously
paid, for all prior Interest Accrual Periods, together with
S-90
<PAGE>
interest on such unpaid Accrued Bond Interest (to the extent permitted by
applicable law) at the applicable Bond Interest Rate;
(xviii) after the aggregate Bond Principal Amount of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Bonds has
been reduced to zero and the Class S Bonds have been retired, to the
holders of the Class G Bonds in respect of principal, until the aggregate
Bond Principal Amount of such Bonds is reduced to zero;
(xix) after the aggregate Bond Principal Amount of the Class A-1, Class A-
2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds
has been reduced to zero and the Class S Bonds have been retired, to the
holders of the Class H Bonds in respect of principal, until the aggregate
Bond Principal Amount of such Bonds is reduced to zero;
(xx) to the holders of the Class X Bonds, the sum of (1) the Class X
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such unpaid
Class X Shortfalls (to the extent permitted by applicable law) at a per
annum rate equal to 9.0% and (2) the Class X Early Termination Amount, if
any; and
(xxi) after the aggregate Bond Principal Amount of all the Bonds (other
than the Class S and Class X Bonds) has been reduced to zero, and the Class
S and Class X Bonds have been retired, to or at the direction of the holder
of the Ownership Certificate in respect of the Issuer's Equity, any
remaining portion of the Available Payment Amount for such Payment Date.
Accrued Bond Interest. The "Accrued Bond Interest" in respect of any Class of
Bonds (other than the Class S, Class H and Class X Bonds) for any Interest
Accrual Period will equal one month's interest at the applicable Bond Interest
Rate accrued on the aggregate Bond Principal Amount of such Class of Bonds
outstanding immediately prior to the related Payment Date. Accrued Bond
Interest on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and
Class E Bonds will be calculated on the basis of the actual number of days
elapsed in the applicable Interest Accrual Period and a 360-day year. Accrued
Bond Interest on the Class F and Class G Bonds will be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
As to each Class of Bonds (other than the Class S, Class H and Class X Bonds)
for any Payment Date, the "Interest Accrual Period" will be (i) with respect to
the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E
Bonds, the period from the immediately preceding Payment Date (or from the
Closing Date, in the case of the first Interest Accrual Period) to and
including the day immediately preceding the related Payment Date and (ii) with
respect to the Class F and Class G Bonds, the calendar month preceding the
month in which such Payment Date occurs.
The Class S, Class H and Class X Bonds will not accrue interest (other than
with respect to Class S Shortfalls and Class X Shortfalls, respectively).
Principal Payment Amount. The "Principal Payment Amount" for any Payment Date
will, in general, equal the aggregate of the following:
(a) the principal portions of all Monthly Payments (other than Balloon
Payments) due, and any Assumed Monthly Payments deemed due, as the case may
be, in respect of the Mortgage Loans for their respective Due Dates
occurring during the related Collection Period, to the extent such
S-91
<PAGE>
Monthly Payments are received during such Collection Period or advanced
prior to such Payment Date;
(b) all payments (including principal prepayments and Balloon Payments) and
other collections (including Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds) that were received on or in respect of the Mortgage
Loans during the related Collection Period and that were identified and
applied by the Master Servicer or Special Servicer, as applicable, as
recoveries of principal thereof, in each case net of any portion of such
payment or other collection that represents a recovery of the principal
portion of any Monthly Payment (other than a Balloon Payment) due, or the
principal portion of any Assumed Monthly Payment deemed due, in respect of
the related Mortgage Loan on a Due Date during or prior to the related
Collection Period and not previously recovered; and
(c) if such Payment Date is subsequent to the initial Payment Date, the
excess, if any, of (i) the Principal Payment Amount for the immediately
preceding Payment Date, over (ii) the aggregate payments of principal made
in respect of the Bonds on such immediately preceding Payment Date.
The "Monthly Payment" due in respect of any Mortgage Loan on any related Due
Date will be the amount of the monthly payment that is scheduled to be due in
respect thereof on such date in accordance with the terms of such Mortgage Loan
in effect on the Closing Date, and assuming that each prior Monthly Payment has
been made in a timely manner.
The "Assumed Monthly Payment" is an amount deemed due in respect of any Balloon
Mortgage Loan that is delinquent in respect of its Balloon Payment beyond the
first Determination Date that follows its original stated maturity date. The
Assumed Monthly Payment deemed due on any such Mortgage Loan on its original
stated maturity date and on each successive Due Date that it remains or is
deemed to remain outstanding shall equal the Monthly Payment that would have
been due in respect thereof on such date if the related Balloon Payment had not
come due but rather such Mortgage Loan had continued to amortize in accordance
with such Mortgage Loan's amortization schedule in effect on such date of
determination.
The failure to pay the full Principal Payment Amount on the Bonds on any
Payment Date will not be an Issuer Event of Default except to the extent that
any Bond is not retired by its Stated Maturity.
Treatment of REO Properties. Notwithstanding that any Mortgaged Property may be
acquired as part of the Trust Estate through foreclosure, deed in lieu of
foreclosure or otherwise, the related Mortgage Loan will, for purposes of,
among other things, determining payments on the Bonds, as well as the amount of
Servicing Fees, Special Servicing Fees and Indenture Trustee Fees payable under
the Indenture and the Servicing Agreement, be treated as having remained
outstanding until such REO Property is liquidated. In connection therewith,
operating revenues and other proceeds derived from such REO Property (exclusive
of related operating costs) will be "applied" by the Master Servicer as
principal, interest and other amounts "due" on such Mortgage Loan; and, subject
to the recoverability determination described below (see "--Advances" below),
the Master Servicer will be required to make P&I Advances in respect of such
Mortgage Loan as if it had remained outstanding. References to "Mortgage Loan"
and "Mortgage Loans" in the definitions of
S-92
<PAGE>
"Principal Payment Amount" are intended to include any Mortgage Loan or
Mortgage Loans as to which the related Mortgaged Property has become an REO
Property.
Optional Redemption
On any Payment Date on which the Stated Principal Balance of the Mortgage Loans
is less than 15% of the aggregate Stated Principal Balance of such Mortgage
Loans as of the Cut-Off Date, the holder of the Ownership Certificate will have
the option to effect an early redemption of the Bonds by purchasing such
Mortgage Loans at a price equal to the greater of (i) the Bond Redemption
Amount and (ii) the aggregate fair market value of such Mortgage Loans and any
REO Properties included in the Trust Estate. The "Bond Redemption Amount" will
be an amount equal to the sum of (i) with respect to each Class of Bonds
outstanding (other than the Class S and Class X Bonds), the sum of (A) the
outstanding Bond Principal Amount thereof, (B) accrued and unpaid interest at
the applicable Bond Interest Rate through the end of the Interest Accrual
Period relating to such Payment Date, which will also constitute the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amounts, together with interest on
such unpaid LIBOR Deficiency Amounts (to the extent permitted by applicable
law) at the applicable Bond Interest Rate; (ii) with respect to the Class S
Bonds outstanding, the sum of (A) any unpaid Class S Shortfalls, together with
interest on such unpaid Class S Shortfalls (to the extent permitted by
applicable law) at the Class S Rate and (B) the present value (the "Class S
Early Termination Amount") of the remaining Class S Scheduled Payments,
calculated using a discount rate equal to the Class S Rate; (iii) with respect
to the Class X Bonds outstanding, the sum of (A) to the extent not paid on
prior Payment Dates, any unpaid Class X Shortfalls, together with interest on
such unpaid Class X Shortfalls (to the extent permitted by applicable law) at a
per annum rate equal 9.0% and (B) the present value (the "Class X Early
Termination Amount") of the remaining Class X Scheduled Payments, calculated
using a discount rate of 9.0% per annum; and (iv) all unreimbursed Advances
with interest thereon at the Prime Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
Appraisal Reduction Amounts
In the event that an Appraisal Reduction Event occurs with respect to a
Mortgage Loan, (i) the amount advanced by the Master Servicer with respect to
delinquent payments of interest with respect to the related Mortgage Loan will
be reduced as described under "--Advances" below, and (ii) the Voting Rights of
certain Classes will be reduced as described under "--Voting Rights" below. The
reduction of interest advanced by the Master Servicer will have the effect of
reducing the amount available to be distributed as interest on the then most
subordinate Class or Classes of Bonds. The Bond Principal Amount of each of the
Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-3
Bonds will be notionally reduced, in that order (solely for purposes of
determining the Voting Rights of the related Classes), on any Payment Date to
the extent of any Appraisal Reduction Amounts allocated to such Class on such
Payment Date. To the extent that the aggregate of the Appraisal Reduction
Amounts for any Payment Date exceeds the Bond Principal Amount for the
applicable class, such excess will be applied to notionally reduce the Bond
Principal Amount of the next most subordinate Class of Bonds on such Payment
Date. No Bond Principal Amount in respect of any such Class may be notionally
reduced below zero. See "--Appraisal Reductions" below.
S-93
<PAGE>
Other Bonds
The Class F, Class G, Class H and Class X Bonds (the "Private Bonds") are not
offered hereby. The Bond Interest Rate on the Class F and Class G Bonds for any
Payment Date will, for each such Class, equal 6.00% per annum. The Class H and
Class X Bonds are not entitled to any payments of interest (other than interest
on Class X Shortfalls as described herein). The initial Bond Principal Amount
of the Class X, Class F, Class G and Class H Bonds will equal $2,700,000,
$8,723,000, $5,815,000 and $7,269,000, respectively.
On each Payment Date, the Class X Bonds will be entitled to receive an amount
(such amount, the "Class X Distributable Amount") equal to the lesser of (a)
the amount (such amount, the "Class X Scheduled Payment") corresponding to such
Payment Date set forth in Annex C to this prospectus supplement and (b) the
excess of (i) the Available Interest Payment Amount for such Payment Date, over
(ii) the sum of (x) the aggregate Accrued Bond Interest payable to the Class A-
1, Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class
G Bonds on such Payment Date and (y) the Class S Distributable Amount and Class
S Shortfall payable to the Class S Bonds on such Payment Date.
If on any Payment Date, the Class X Distributable Amount is less than the Class
X Scheduled Payment for such Payment Date, the shortfall (the "Class X
Shortfall"), together with interest thereon (to the extent permitted by
applicable law) will be payable at a lower priority than the payment of the
Class X Distributable Amount. Interest on the Class X Shortfall will be
calculated on a 30/360 basis. See "--Payments on the Bonds --Priority of
Payments" above.
Ownership Certificate
The Ownership Certificate is not offered hereby. The Ownership Certificate
represents the equity interest in the Issuer. The "Issuer's Equity" represents
the right of the holder of the Ownership Certificate or its designee (i) to
receive all payments on and proceeds of the Collateral not otherwise allocable
to pay interest, principal or other amounts due on the Bonds in accordance with
their terms or expenses of the Trust Estate and (ii) to have the remaining
Collateral returned to it after the Indenture is satisfied and discharged. The
principal amount of the Issuer's Equity as of any date of determination is the
amount (the "Overcollateralization Amount"), if any, by which the then
aggregate Stated Principal Balance of the Mortgage Loans exceeds the then
aggregate Bond Principal Amount of the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D, Class E, Class F, Class G and Class H Bonds. The aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date will
exceed the initial aggregate Bond Principal Amount of the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds by at least $13,092,267. See "Description of the Mortgage Pool--
Additional Information" in this prospectus supplement.
Subordination
As and to the extent described herein, the rights of the holder of the
Ownership Certificate or its designee to receive payments of amounts received
on the Mortgage Loans in respect of the Issuer's Equity will be subordinated to
the rights of holders of the Bonds to receive such amounts in respect of
interest, principal and other amounts due and owing on their Bonds from time to
time. In addition, as and to the extent described herein, the rights of holders
of the Subordinate Bonds (including the Class A-3, Class B, Class C, Class D
and Class E Bonds) to receive payments of amounts received
S-94
<PAGE>
on the Mortgage Loans in respect of interest, principal and other amounts due
and owing on their Bonds (except with respect to LIBOR Deficiency Amounts and
Class X Shortfalls) from time to time will, in the case of each Class thereof,
be subordinated to such rights of the holders of the Class A-1, Class A-2 and
Class S (to the extent described herein) Bonds and the holders of each other
Class of Subordinate Bonds with an earlier alphabetical Class designation and
the rights of the holders of the Class D Bonds to receive principal owing on
such Class D Bonds and the Class E Bonds to receive payments of principal and
interest owing on such Class E Bonds will be, in the case of each such Class,
subordinated to such rights of the holders of the Class X Bonds. LIBOR
Deficiency Amounts, Class S Shortfalls and Class X Shortfalls will be payable
in the order of priority described under "--Payments on the Bonds--Priority of
Payments" above. See "Risk Factors--Basis Risk" in this prospectus supplement.
This subordination is intended to enhance the likelihood of timely receipt by
the holders of the Class A-1 and Class A-2 Bonds of the full amount of Accrued
Bond Interest payable in respect of such Bonds on each Payment Date, the timely
receipt by the holders of the Class S Bonds of the Class S Distributable Amount
on each Payment Date and the ultimate receipt by the holders of (i) the Class
A-1 and Class A-2 Bonds of principal in an amount equal to the entire aggregate
Bond Principal Amount thereof and (ii) the Class S Bonds of the aggregate
Class S Scheduled Payments. Similarly, but to decreasing degrees, this
subordination is also intended to enhance the likelihood of timely receipt by
the holders of the other Classes of Offered Bonds of the full amount of Accrued
Bond Interest payable in respect of such Bonds on each Payment Date, and the
ultimate receipt by the holders of such Bonds of principal equal to the entire
aggregate Bond Principal Amount thereof. This subordination will be
accomplished by, among other things, the application of the Available Payment
Amount on each Payment Date in accordance with the order of priority described
under "--Payments on the Bonds--Priority of Payments" above. Other than this
subordination and the Overcollateralization Amount, no other form of credit
support will be available for the benefit of any Class of Offered Bonds.
Realized Losses and other shortfalls in respect of the Mortgage Loans will, in
each case, be borne by the holder of the Ownership Certificate and the holders
of the Private Bonds (to the extent of amounts otherwise payable in respect of
the Issuer's Equity and the Private Bonds, respectively) prior to any such
losses, shortfalls and/or expenses being borne by the Offered Bondholders. If
and to the extent that Realized Losses, together with any other shortfalls in
funds available to make payments on the Bonds, exceed the sum of the initial
Overcollateralizational Amount and the initial aggregate Bond Principal Amount
of the Private Bonds (other than the Class X Bonds), it is likely that the
holders of one or more Classes of Offered Bonds will not receive the full
amount of principal, interest or other payments to which they are entitled.
A "Realized Loss," in the case of any Loss Mortgage Loan described in clause
(a) or clause (b) of the succeeding paragraph, is equal to the sum of (a) the
Stated Principal Balance of any Loss Mortgage Loan, (b) interest thereon not
previously paid to Bondholders through the last day of the month in which such
Mortgage Loan became a Loss Mortgage Loan, (c) any Advances made by the Master
Servicer, the Indenture Trustee and the Fiscal Agent which remain unreimbursed
and (d) any interest accrued on such advances (see "--Advances" below) as of
such time, reduced by any amounts recovered thereon as of such time and, in the
case of any Mortgage Loan described in clause (c) of the succeeding paragraph,
is the amount determined to have been permanently forgiven as described in such
clause (c).
S-95
<PAGE>
A "Loss Mortgage Loan" is any Mortgage Loan (a) which is finally liquidated,
(b) with respect to which the Master Servicer, the Indenture Trustee or the
Fiscal Agent has determined that an Advance which has been made or would
otherwise be required to be made, is not, or, if made, would not be,
recoverable out of proceeds on such Mortgage Loan or (c) with respect to which
a portion of the principal balance thereof has been permanently forgiven
whether pursuant to a modification or a valuation resulting from a proceeding
initiated under the Bankruptcy Code.
The "Stated Principal Balance" of any Mortgage Loan as of any date of
determination is its principal balance as of the Cut-Off Date minus the sum of
(i) the principal portion of each Monthly Payment due on such Mortgage Loan
after the Cut-Off Date, to the extent received from the Mortgagor or advanced
and paid to Bondholders prior to such date of determination, and (ii) any
unscheduled amounts of principal received with respect to such Mortgage Loan,
to the extent paid to Bondholders prior to such date of determination. Realized
Losses will not be allocated to reduce the Bond Principal Amounts of the Bonds.
The Bond Principal Amount of each of the Class H, Class G, Class F, Class E,
Class D, Class C, Class B and Class A-3 Bonds will be notionally reduced, in
that order (solely for purposes of determining the Voting Rights of the related
Classes), on any Payment Date to the extent of any Realized Losses allocated to
such Class on such Payment Date. To the extent that the aggregate of the
Realized Losses for any Payment Date exceeds the Bond Principal Amount for the
applicable Class, such excess will be applied to notionally reduce the Bond
Principal Amount of the next most subordinate Class of Bonds on such Payment
Date. No Bond Principal Amount in respect of any such Class may be notionally
reduced below zero.
Appraisal Reductions
With respect to the first Payment Date following the earliest of (i) the third
anniversary of the date on which an extension of the maturity date of a
Mortgage Loan becomes effective as a result of a modification of such Mortgage
Loan by the Special Servicer, which extension does not change the amount of
Monthly Payments on the Mortgage Loan, (ii) 60 days after an uncured
delinquency occurs in respect of a Mortgage Loan, (iii) the date on which a
reduction in the amount of Monthly Payments on a Mortgage Loan, or a change in
any other material economic term of the Mortgage Loan, becomes effective as a
result of a modification of such Mortgage Loan by the Special Servicer, (iv) 60
days after a receiver has been appointed, (v) immediately after a Mortgagor
declares bankruptcy, (vi) 60 days after an involuntary petition of bankruptcy
is filed with respect to the Mortgagor, if such petition is not dismissed prior
to the expiration of such period; and (vii) immediately after a Mortgage Loan
becomes an REO Property (each an "Appraisal Reduction Event"), an Appraisal
Reduction Amount is required to be calculated by the Special Servicer. The
"Appraisal Reduction Amount" for any Payment Date and for any Mortgage Loan as
to which any Appraisal Reduction Event has occurred will be an amount equal to
the excess of (a) the outstanding Stated Principal Balance of such Mortgage
Loan as of the last day of the related Collection Period over (b) the excess of
(i) 90% of the sum of the appraised values of the related Mortgaged Properties
as determined by an independent member of the Appraisal Institute ("MAI") (the
costs of which are required to be paid by the Master Servicer as a Property
Protection Advance) over (ii) the sum of (A) to the extent not previously
advanced by the Master Servicer, the Indenture Trustee or the Fiscal Agent, all
unpaid interest on such Mortgage Loan at a per annum rate equal to the related
Mortgage
S-96
<PAGE>
Interest Rate, (B) all unreimbursed Advances and interest thereon at the Prime
Rate and (C) all currently due and unpaid real estate taxes and assessments and
insurance premiums and all other amounts, including, if applicable, ground
rents, due and unpaid under the Mortgage Loan (which taxes, premiums and other
amounts have not been the subject of an Advance). If no independent MAI
appraisal has been obtained within twelve months prior to the first Payment
Date on or after which an Appraisal Reduction Event has occurred, the Special
Servicer will be required to estimate the value of the related Mortgaged
Properties (the "Special Servicer's Appraisal Reduction Estimate") and such
estimate will be used for purposes of determining the Appraisal Reduction
Amount. Within 60 days after the Special Servicer receives notice or is
otherwise aware of an Appraisal Reduction Event, the Special Servicer will be
required to obtain an independent MAI appraisal, the cost of which will be paid
by the Master Servicer as a Property Protection Advance. On the first Payment
Date occurring on or after the delivery of such independent MAI appraisal, the
Special Servicer will be required to adjust the Appraisal Reduction Amount to
take into account such appraisal (regardless of whether the independent MAI
appraisal is higher or lower than the Special Servicer's Appraisal Reduction
Estimate). Annual updates of such independent MAI appraisal will be obtained
during the continuance of an Appraisal Reduction Event and the Appraisal
Reduction Amount will be adjusted accordingly. Upon payment in full or
liquidation of any Mortgage Loan for which an Appraisal Reduction Amount has
been determined, such Appraisal Reduction Amount will be eliminated.
Specially Serviced Mortgage Loans; Appraisals
Within 60 days following the occurrence of an Appraisal Reduction Event, the
Special Servicer will be required to obtain an appraisal of the Mortgaged
Property or REO Property, as the case may be, from an independent appraiser
performed in accordance with MAI standards (an "Updated Appraisal"), provided
that the Special Servicer will not be required to obtain an Updated Appraisal
of any Mortgaged Property with respect to which there exists an appraisal that
is less than twelve months old. The cost of any Updated Appraisal shall be a
Property Protection Advance to be paid by the Master Servicer.
Advances
On the business day immediately preceding each Payment Date, the Master
Servicer will be obligated to make advances out of its own funds or funds held
in the Collection Account that are not required to be part of the Available
Payment Amount for such Payment Date (each, a "P&I Advance"), in an amount
equal to the excess of all Monthly Payments (net of the Servicing Fee) due
during the related Collection Period over the amount actually received during
such Collection Period, subject to the limitations described herein. In
addition, the Master Servicer will be required to make Property Protection
Advances. The Master Servicer generally may not advance any amounts, other than
P&I Advances, unless such advance is contemplated in the related Asset Strategy
Report (as defined herein) for the related Mortgage Loan or such advance is for
one of several purposes specified in the Servicing Agreement as "Property
Protection Expenses." All such advances will be reimbursable to the Master
Servicer from late payments, insurance proceeds, liquidation proceeds,
condemnation proceeds or amounts paid in connection with the purchase of such
Mortgage Loan or, as to any such advance that is deemed not otherwise
recoverable, from any amounts required to be deposited in the Collection
Account. Notwithstanding the foregoing, the Master Servicer will be
S-97
<PAGE>
obligated to make any such advance only to the extent that it determines in its
reasonable good faith judgment that such advance, if made, would be recoverable
out of net proceeds (including any amounts escrowed with respect to the related
Mortgage Loan net of any reasonably anticipated expenses payable therefrom) on
the related Mortgage Loan.
The amount required to be advanced by the Master Servicer with respect to any
Payment Date in respect of Monthly Payments on each Mortgage Loan that has been
subject to an Appraisal Reduction Event will equal (i) the amount required to
be advanced by the Master Servicer without giving effect to the related
Appraisal Reduction Amount less (ii) an amount equal to the product of (x) the
amount required to be advanced by the Master Servicer in respect of delinquent
payments of interest without giving effect to such Appraisal Reduction Amount,
and (y) a fraction, the numerator of which is such Appraisal Reduction Amount
and the denominator of which is the Stated Principal Balance of the related
Mortgage Loan as of the last day of the related Collection Period.
The Master Servicer will not be required to advance the full amount of any
Balloon Payment not made by the related Mortgagor. To the extent the Master
Servicer is required to make a P&I Advance on and after the Due Date for such
Balloon Payment, such P&I Advance shall equal the amount equal to a monthly
payment calculated by the Special Servicer necessary to fully amortize the
related Mortgage Loan over the period used for purposes of calculating the
scheduled monthly payments thereon prior to the related Maturity Date. Any
failure by the Master Servicer to make an advance as required under the
Servicing Agreement will constitute an event of default thereunder, in which
case the Indenture Trustee will be obligated to make any required Advance in
accordance with the terms of the Servicing Agreement (and if the Indenture
Trustee fails to make any such Advance, the Fiscal Agent is required to do so).
The Indenture Trustee and the Fiscal Agent may rely conclusively on any
determination of non-recoverability made by the Master Servicer.
The Master Servicer, the Indenture Trustee and the Fiscal Agent will be
entitled to interest on the aggregate amount of all Advances made by such party
at a per annum rate equal to the prime rate reported in The Wall Street Journal
(the "Prime Rate").
Reports to Bondholders; Certain Available Information
Indenture Trustee Reports; Special Servicer Reports. Based on information
provided in monthly reports prepared by the Master Servicer and the Special
Servicer and delivered to the Indenture Trustee, the Indenture Trustee will
prepare and forward on each Payment Date to each Bondholder a statement (the
"Indenture Trustee Report"), detailing the payments on the Bonds on such
Payment Date and the performance, both in the aggregate and individually to the
extent available, of the Mortgage Loans and Mortgaged Properties. For investors
that have obtained an account number on the Indenture Trustee's Automatic
Statements Accessed by Phone system (the "ASAP System"), the foregoing report
or a summary report of Bond factors may be obtained from the Indenture Trustee
via automated facsimile by placing a telephone call to (714) 282-5518 and
following the voice commands to request "statement number 370." Account numbers
on the ASAP System may be obtained by calling the same telephone number and
following the voice prompts for obtaining account numbers. Separately, Bond
factor information may be obtained from the Indenture Trustee by calling (800)
246-5761. In addition, if the Depositor so directs the Indenture Trustee, and
on terms
S-98
<PAGE>
acceptable to the Indenture Trustee, the Indenture Trustee will make available
through its electronic bulletin board system, on a confidential basis, certain
information related to the Mortgage Loans. The bulletin board may be accessed
by calling (714) 282-3990. Investors that have an account on the bulletin board
may retrieve the loan level data file for each transaction in the directory. An
account number may be obtained by typing "new" upon logging into the bulletin
board. A directory has been set up on the bulletin board in which an electronic
file is stored containing monthly servicer data. All files are compressed
before being put into the directory and are password protected. Passwords to
each file will be released by the Indenture Trustee. Additionally, certain
information regarding the Mortgage Loans will be made available at the website
maintained by the Indenture Trustee at "www.lnbabs.com." Certain reports will
also be available at the Internet website of the Master Servicer located at
"www.bomcm.com."
With respect to each Determination Date, the Special Servicer will be required
to prepare a report (which may be included in various reports) (the "Special
Servicer Report") generally containing the information with respect to
Specially Serviced Mortgage Loans. The Special Servicer Reports will be
delivered to the Indenture Trustee and the Master Servicer, and the Indenture
Trustee will distribute such reports to the Bondholders.
Until such time as Definitive Bonds are issued in respect of the DTC Registered
Bonds, the foregoing information will be available to the Bond Owners through
DTC and the DTC Participants. Any Bond Owner of a Book-Entry Bond who does not
receive information through DTC or the DTC Participants may request that
Indenture Trustee Reports, Special Servicer Reports and accompanying
documentation be mailed directly to it (at its cost) by written request
(accompanied by verification of such Bond Owner's ownership interest) to the
Indenture Trustee at the Indenture Trustee's corporate trust office primarily
responsible for administering the Trust Estate (the "Corporate Trust Office").
The manner in which notices and other communications are conveyed by DTC to DTC
Participants, and by DTC Participants to the Bond Owners of Book-Entry Bonds,
will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. The Master
Servicer, the Special Servicer, the Indenture Trustee, the Depositor and the
Issuer are required to recognize as Bondholders only those persons in whose
names the Bonds are registered on the books and records of the Bond Registrar.
Other Information. The Indenture requires that the Indenture Trustee make
available at its Corporate Trust Office, during normal business hours, upon
reasonable advance written notice, for review by any holder or Bond Owner of an
Offered Bond or any person identified to the Indenture Trustee by any such
holder or Bond Owner as a prospective transferee of an Offered Bond or any
interest therein, subject to the discussion in the following paragraph,
originals or copies of, among other things, the following items (to the extent
such items are in the possession of the Indenture Trustee): (a) the Indenture,
the Servicing Agreement and any amendments or supplements to either of the
foregoing, (b) all Indenture Trustee Reports and Special Servicer Reports
delivered to holders of the relevant Class of Offered Bonds since the Closing
Date, (c) all officer's certificates delivered to the Indenture Trustee by the
Master Servicer and/or Special Servicer since the Closing Date, (d) all
accountant's reports delivered to the Indenture Trustee in respect of the
Master Servicer and/or Special Servicer since the Closing Date, and (e) any
other available items specified in the Indenture. Copies of any and all of the
foregoing items will be available from the Indenture Trustee upon
S-99
<PAGE>
request; however, the Indenture Trustee will be permitted to require payment of
a sum sufficient to cover the reasonable costs and expenses of providing such
services.
The Indenture Trustee will make available, upon reasonable advance written
notice and at the expense of the requesting party, originals or copies of the
items referred to in the prior paragraph that are maintained thereby, to
Bondholders, Bond Owners and prospective purchasers of Bonds and interests
therein; provided that the Indenture Trustee may require (a) in the case of a
Bond Owner of an Offered Bond, a written confirmation executed by the
requesting person or entity, in a form reasonably acceptable to the Indenture
Trustee, generally to the effect that such person or entity is a beneficial
owner of Offered Bonds, is requesting the information for use by it or another
party in evaluating an investment in the Offered Bonds and will otherwise keep
such information confidential and (b) in the case of a prospective purchaser of
an Offered Bond, confirmation executed by the requesting person or entity, in a
form reasonably acceptable to the Indenture Trustee, generally to the effect
that such person or entity is a prospective purchaser of Offered Bonds or an
interest therein, is requesting the information for use in evaluating a
possible investment in the Offered Bonds and will otherwise keep such
information confidential. Bondholders, by the acceptance of their Bonds, will
be deemed to have agreed to keep such information confidential.
Voting Rights
The "Voting Rights" assigned to each Class of Bonds shall be (a)(i) 2% in the
case of the Class S Bonds, provided that the Voting Rights of the Class S Bonds
will be reduced to zero upon the payment in full of all the Class S Scheduled
Payments and any unpaid Class S Shortfalls and accrued interest thereon and
(ii) 1% in the case of the Class X Bonds, provided that the Voting Rights of
the Class X Bonds will be reduced to zero upon the payment in full of all the
Class X Scheduled Payments and any unpaid Class X Shortfalls and accrued
interest thereon (the sum of such percentages, from time to time is the "Fixed
Voting Rights Percentage"); and (b) in the case of the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to the product of (i) 100% minus the Fixed Voting
Rights Percentage multiplied by (ii) a fraction, the numerator of which is
equal to the aggregate outstanding Bond Principal Amount of any such Class
(which will be reduced for this purpose by the amount of any Appraisal
Reduction Amounts and Realized Losses notionally allocated to such Class, if
applicable) and the denominator of which is equal to the aggregate outstanding
Bond Principal Amounts of all Classes (other than Class S and Class X) of Bonds
(which will be reduced for this purpose by the amount of any Appraisal
Reduction Amounts and Realized Losses notionally allocated to such Classes).
The Voting Rights of any Class of Bonds will be allocated among holders of
Bonds of such Class in proportion to their respective Percentage Interests.
The Indenture Trustee
LaSalle National Bank will be the Indenture Trustee under the Indenture. The
Indenture Trustee is required at all times, and will be required to resign if
at anytime it fails:
(i) to be a corporation or national banking association organized and doing
business under the laws of the United States or of any state or territory
or of the District of Columbia (or a corporation or other person permitted
to act as an indenture trustee by the Commission, which
S-100
<PAGE>
(A) is authorized under such laws to exercise corporate trust powers, and
(B) is subject to supervision or examination by federal, state,
territorial, or District of Columbia authority);
(ii) to have a combined capital and surplus of not less than $100,000,000;
(iii) to have the legal power to exercise all of the rights, powers, and
privileges of a holder of the security or securities in which such
certificates evidence an interest or participation;
(iv) to be neither an obligor upon the indenture securities nor a person
directly or indirectly controlling, controlled by, or under common control
with such obligor;
(v) to comply with all other applicable requirements of the Trust Indenture
Act of 1939, as amended; or
(vi) to have a minimum long-term debt rating of "A" by DCR and "AA-" by
S&P, or if not so rated, then meet different standards provided that each
Rating Agency will have confirmed in writing that such different standards
would not, in and of itself, result in a downgrade or withdrawal of the
then current ratings assigned to the Bonds.
The Depositor, the Master Servicer, the Special Servicer and their respective
affiliates may from time to time enter into normal banking and trustee
relationships with the Indenture Trustee and its affiliates. The Indenture
Trustee and any of its respective affiliates may hold Bonds in their own names.
In addition, for purposes of meeting the legal requirements of certain local
jurisdictions, the Indenture Trustee may appoint a co-trustee or separate
trustee of all or any part of the Trust Estate. In the event of such
appointment, all rights, powers, duties and obligations conferred or imposed
upon the Indenture Trustee and such separate trustee or co-trustee jointly, or,
in any jurisdiction in which the Indenture Trustee shall be incompetent or
unqualified to perform certain acts, singly upon such separate trustee or co-
trustee who shall exercise and perform such rights, powers, duties and
obligations solely at the direction of the Indenture Trustee.
Pursuant to the Indenture, the Indenture Trustee will be entitled to receive
with respect to each Mortgage Loan and each Payment Date a monthly fee (the
"Indenture Trustee Fee"), in an amount equal to the product of (i) 0.008% per
annum (the "Indenture Trustee Fee Rate") and (ii) the Stated Principal Balance
of such Mortgage Loan. See also "Description of the Agreements--The Indenture
Trustee" in the accompanying prospectus.
Additional Information
Prospective investors should carefully review the accompanying prospectus, in
particular the sections captioned "Description of the Bonds" and "Description
of the Agreements," for important additional information regarding the Bonds
and the Indenture.
S-101
<PAGE>
YIELD AND MATURITY CONSIDERATIONS
Yield Considerations
General. The yield on any Offered Bond will depend on (a) the price at which
such Bond is purchased by an investor and (b) the rate, timing and amount of
payments on such Bond. The rate, timing and amount of payments on any Offered
Bond will in turn depend on, among other things, (i) the Bond Interest Rate, if
any, for such Bond, (ii) the rate and timing of principal payments (including
principal prepayments) and other principal collections on the Mortgage Loans,
and (iii) the rate, timing and severity of Realized Losses.
Rate and Timing of Principal Payments. The yield to holders of any Offered
Bonds (other than the Class S Bonds) purchased at a discount or premium will be
affected by the rate and timing of principal payments made in reduction of the
Bond Principal Amounts of such Bonds. As described herein, the Principal
Payment Amount for each Payment Date will be payable entirely in respect of the
Class A-1 and/or Class A-2 Bonds until the aggregate Bond Principal Amounts
thereof are reduced to zero, and will thereafter be payable entirely in respect
of the Class A-3, the Class B Bonds, the Class C Bonds, the Class D Bonds and
the Class E Bonds, in that order, in each case until the aggregate Bond
Principal Amount of such Class of Bonds is reduced to zero. In addition, except
under the limited circumstances described herein, holders of the Class A-2
Bonds will not receive any payments of principal for so long as the Class A-1
Bonds are outstanding. Consequently, the rate and timing of principal payments
that are paid with respect to each Class of Offered Bonds (other than the Class
S Bonds) will be directly related to the rate and timing of principal payments
on or in respect of the Mortgage Loans. The rate and timing of principal
payments of the Mortgage Loans are affected by the amortization schedules of
such Mortgage Loans, the dates on which Balloon Payments are due and the rate
and timing of principal prepayments and other unscheduled collections thereon
(including for this purpose, collections made in connection with liquidations
of Mortgage Loans due to defaults, casualties or condemnations affecting the
Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Estate).
Prepayments and, assuming the respective maturity dates therefor have not
occurred, liquidations of the Mortgage Loans will result in payments on the
Offered Bonds of amounts that would otherwise be paid over the remaining terms
of the Mortgage Loans and will tend to shorten the weighted average lives of
the Offered Bonds (other than the Class S Bonds). Defaults on the Mortgage
Loans, particularly at or near their maturity dates, may result in significant
delays in payments of principal on the Mortgage Loans (and, accordingly, on the
Offered Bonds (other than the Class S Bonds)) while work-outs are negotiated or
foreclosures are completed, any such delays will tend to lengthen the weighted
average lives of those Offered Bonds (other than the Class S Bonds). See
"Master Servicer and Special Servicer" in this prospectus supplement.
The extent to which the yield to maturity of any Class of Offered Bonds (other
than the Class S Bonds) may vary from the anticipated yield will depend upon
the degree to which such Bonds are purchased at a discount or premium and when,
and to what degree, payments of principal are made on such Bonds. An investor
should consider, in the case of any Offered Bond (other than the Class S Bonds)
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on such Bond could result in an actual yield to such
investor that is lower than the anticipated yield and, in the case of any
Offered Bond (other than the Class S Bonds) purchased at a premium, the risk
that a faster than anticipated rate of principal payments on such Bond could
result in an actual yield to
S-102
<PAGE>
such investor that is lower than the anticipated yield. In general, the
earlier a payment of principal is made on any Offered Bond (other than the
Class S Bonds) purchased at a discount or premium, the greater will be the
effect on an investor's yield to maturity. As a result, the effect on an
investor's yield of principal payments on its Offered Bonds (other than the
Class S Bonds) occurring at a rate higher (or lower) than the rate anticipated
by the investor during any particular period would not be fully offset by a
subsequent like reduction (or increase) in the rate of such principal
payments. As stated above, the rate of principal payments on the Offered Bonds
(other than the Class S Bonds) is ultimately dependent on the rate of
principal payments on the Mortgage Loans. Because the rate of principal
payments on the Mortgage Loans will depend on future events and a variety of
factors (as described more fully below), no assurance can be given as to such
rate or the rate of principal prepayments in particular.
Losses and Shortfalls. The yield to holders of the Offered Bonds will also
depend on the extent to which payments on the Bonds are adversely affected by
any losses and other shortfalls on the Mortgage Loans. Realized Losses and
other shortfalls in respect of the Mortgage Loans will, in each case, be borne
by the holder of the Ownership Certificate and the holders of the Private
Bonds (to the extent of amounts otherwise payable on or in respect of the
Issuer's Equity and the Private Bonds, respectively, except for the Class X
Distributable Amount) prior to any such losses, shortfalls and/or expenses
being borne by the holders of the Offered Bonds. If and to the extent that
Realized Losses, together with any other shortfalls, exceed the sum of the
initial Overcollateralization Amount and the initial aggregate Bond Principal
Amount of the Private Bonds (other than the Class X Bonds), it is likely that
the holders of one or more Classes of Offered Bonds will not receive the full
amount of principal to which they are entitled.
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the Mortgage Loans may be affected by a
number of factors, including, without limitation, prevailing interest rates,
the terms of the Mortgage Loans (for example, provisions requiring lockout
periods, provisions requiring the payment of Prepayment Premiums and
amortization terms that require Balloon Payments), the demographics and
relative economic vitality of the areas in which the Mortgaged Properties are
located and the general supply and demand for rental units or comparable
commercial space, as applicable, in such areas, the quality of management of
the Mortgaged Properties, the servicing of the Mortgage Loans, possible
changes in tax laws and other opportunities for investment. See "Risk Factors"
in this prospectus supplement and in the accompanying prospectus and
"Description of the Mortgage Pool" in this prospectus supplement.
The rate of prepayment on the Mortgage Loans is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a Mortgage
Interest Rate, the related Mortgagor has an incentive to refinance its
Mortgage Loan. A requirement that a prepayment be accompanied by a Prepayment
Premium may not provide a sufficient economic disincentive to deter a
Mortgagor from refinancing at a more favorable interest rate.
Depending on prevailing market interest rates, the outlook for market interest
rates, incentives offered by mortgage lenders and economic conditions
generally, some Mortgagors may sell or refinance Mortgaged Properties in order
to realize the equity therein, to meet cash flow needs or to make other
investments. In addition, some Mortgagors may be motivated by federal and
state tax laws (which
S-103
<PAGE>
are subject to change) to sell Mortgaged Properties prior to the exhaustion of
tax depreciation benefits.
Neither the Depositor nor the Issuer makes any representation as to the
particular factors that will affect the rate and timing of prepayments and
defaults on the Mortgage Loans, as to the relative importance of such factors,
as to the percentage of the principal balance of the Mortgage Loans that will
be prepaid or as to which a default will have occurred as of any date or as to
the overall rate of prepayment or default on the Mortgage Loans.
Weighted Average Life
Weighted average life refers to the average amount of time from the date of
issuance of a security until each dollar of principal of such security will be
repaid to the investor. The weighted average life of the Offered Bonds (other
than the Class S Bonds) will be influenced by the rate at which principal
payments (including scheduled payments, principal prepayments and payments made
pursuant to any applicable policies of insurance) on the Mortgage Loans are
made. Principal payments on the Mortgage Loans may be in the form of scheduled
amortization or prepayments (for this purpose, the term "prepayment" includes
prepayments, partial prepayments and liquidations due to a default, repurchases
due to breaches of representations and warranties, or other dispositions of the
Mortgage Loans).
Prepayments on loans are commonly measured relative to a prepayment standard or
model, such as the constant prepayment rate prepayment model (the "CPR"). The
CPR represents a constant assumed annual rate of prepayment applied on a
monthly basis relative to the then outstanding principal balance of a pool of
loans for the life of such loans. Neither CPR nor any other prepayment model or
assumption purports to be a historical description of prepayment experience or
a prediction of the anticipated rate of prepayment of any pool of loans,
including the Mortgage Loans.
The table "Percent of Initial Aggregate Bond Principal Amounts Outstanding at
the Following Percentage of CPR" set forth below indicates the weighted average
life of each Class of Offered Bonds (other than the Class S Bonds) at different
CPR levels, and sets forth the percentage of the initial principal amount of
such Bonds that would be outstanding after each of the dates shown at the
indicated CPR. The table has been prepared on the basis of the characteristics
of the mortgage loans in the attached diskette (giving effect to the removal of
certain Mortgage Loans as specified in such diskette) and on the basis of the
following assumptions: (i) the Mortgage Loans prepay at the indicated CPR; (ii)
the maturity date of each of the Balloon Mortgage Loans is not extended; (iii)
payments on the Offered Bonds are received in cash, on the 25th day of each
month, commencing in March, 1999; (iv) no defaults or delinquencies in, or
modifications, waivers or amendments respecting, the payment by the Mortgagors
of principal and interest on the Mortgage Loans occur; (v) prepayments
represent payment in full of individual Mortgage Loans and are received on the
respective Due Dates and include a month's interest thereon; (vi) there are no
repurchases of Mortgage Loans due to breaches of any representation and
warranty, or pursuant to an optional termination as described under
"Description of the Bonds--Optional Redemption" in this prospectus supplement
or otherwise; (vii) the Offered Bonds are purchased on March 10, 1999; (viii)
One-Month LIBOR is equal to 5.00% per annum and remains constant while the
Bonds are
S-104
<PAGE>
outstanding; and (ix) the Indices are equal to the following per annum rates
and remain constant while the Bonds are outstanding:
<TABLE>
<S> <C>
Six-Month LIBOR........................................................ 5.00%
Prime.................................................................. 7.75%
One-Year CMT........................................................... 4.70%
</TABLE>
Variations in the actual prepayment experience and the balance of the Mortgage
Loans that prepay may increase or decrease the percentage of initial Bond
Principal Amount (and weighted average life) shown in the following table. Such
variations may occur even if the average prepayment experience of all such
Mortgage Loans is the same as any of the specified assumptions. Any differences
between such assumptions and the actual characteristics and performance of the
Mortgage Loans and of the Bonds may result in yields being different from those
shown in such table. Discrepancies between assumed and actual characteristics
and performance underscore the hypothetical nature of the table, which is
provided only to give a general sense of the sensitivity of yield in varying
prepayment scenarios.
S-105
<PAGE>
Percent of Initial Aggregate Bond Principal Amounts Outstanding
at the Following Percentage of CPR (1)
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class B Class C
Payment Date ------------------- -------------------- -------------------- -------------------- --------------------
0% 12% 18% 24% 30% 0% 12% 18% 24% 30% 0% 12% 18% 24% 30% 0% 12% 18% 24% 30% 0% 12% 18% 24% 30%
--- --- --- --- --- ---- --- --- --- --- ---- --- --- --- --- ---- --- --- --- --- ---- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date
Initial
Percentage...... 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
February, 2000.. 96 62 45 27 10 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
February, 2001.. 93 29 0 0 0 100 100 100 72 45 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100
February, 2002.. 88 0 0 0 0 100 99 61 28 0 100 100 100 100 98 100 100 100 100 100 100 100 100 100 100
February, 2003.. 83 0 0 0 0 100 72 29 0 0 100 100 100 73 0 100 100 100 100 0 100 100 100 100 91
February, 2004.. 78 0 0 0 0 100 49 4 0 0 100 100 100 0 0 100 100 100 12 0 100 100 100 100 0
February, 2005.. 70 0 0 0 0 100 27 0 0 0 100 100 4 0 0 100 100 100 0 0 100 100 100 0 0
February, 2006.. 64 0 0 0 0 100 9 0 0 0 100 100 0 0 0 100 100 0 0 0 100 100 77 0 0
February, 2007.. 59 0 0 0 0 100 0 0 0 0 100 65 0 0 0 100 100 0 0 0 100 100 0 0 0
February, 2008.. 30 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 26 0 0 0 100 100 0 0 0
February, 2009.. 0 0 0 0 0 70 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2010.. 0 0 0 0 0 65 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2011.. 0 0 0 0 0 60 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2012.. 0 0 0 0 0 55 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2013.. 0 0 0 0 0 48 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2014.. 0 0 0 0 0 42 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2015.. 0 0 0 0 0 36 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2016.. 0 0 0 0 0 29 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2017.. 0 0 0 0 0 21 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2018.. 0 0 0 0 0 13 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2019.. 0 0 0 0 0 5 0 0 0 0 100 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2020.. 0 0 0 0 0 0 0 0 0 0 78 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2021.. 0 0 0 0 0 0 0 0 0 0 25 0 0 0 0 100 0 0 0 0 100 0 0 0 0
February, 2022.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 50 0 0 0 0 100 0 0 0 0
February, 2023.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 66 0 0 0 0
February, 2024.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
February, 2025.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
February, 2026.. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life in years(1).. 7.1 1.4 0.9 0.7 0.5 13.9 5.0 3.4 2.5 2.0 21.5 8.2 5.6 4.2 3.3 23.0 8.9 6.4 4.8 3.7 24.2 9.2 7.3 5.5 4.3
<CAPTION>
Class D Class E
Payment Date --------------------- ---------------------
0% 12% 18% 24% 30% 0% 12% 18% 24% 30%
---- ---- --- --- --- ---- ---- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date
Initial
Percentage...... 100 100 100 100 100 100 100 100 100 100
February, 2000.. 100 100 100 100 100 100 100 100 100 100
February, 2001.. 100 100 100 100 100 100 100 100 100 100
February, 2002.. 100 100 100 100 100 100 100 100 100 100
February, 2003.. 100 100 100 100 100 100 100 100 100 100
February, 2004.. 100 100 100 100 46 100 100 100 100 100
February, 2005.. 100 100 100 84 0 100 100 100 100 0
February, 2006.. 100 100 100 0 0 100 100 100 56 0
February, 2007.. 100 100 90 0 0 100 100 100 0 0
February, 2008.. 100 100 0 0 0 100 100 49 0 0
February, 2009.. 100 45 0 0 0 100 100 0 0 0
February, 2010.. 100 0 0 0 0 100 87 0 0 0
February, 2011.. 100 0 0 0 0 100 0 0 0 0
February, 2012.. 100 0 0 0 0 100 0 0 0 0
February, 2013.. 100 0 0 0 0 100 0 0 0 0
February, 2014.. 100 0 0 0 0 100 0 0 0 0
February, 2015.. 100 0 0 0 0 100 0 0 0 0
February, 2016.. 100 0 0 0 0 100 0 0 0 0
February, 2017.. 100 0 0 0 0 100 0 0 0 0
February, 2018.. 100 0 0 0 0 100 0 0 0 0
February, 2019.. 100 0 0 0 0 100 0 0 0 0
February, 2020.. 100 0 0 0 0 100 0 0 0 0
February, 2021.. 100 0 0 0 0 100 0 0 0 0
February, 2022.. 100 0 0 0 0 100 0 0 0 0
February, 2023.. 100 0 0 0 0 100 0 0 0 0
February, 2024.. 86 0 0 0 0 100 0 0 0 0
February, 2025.. 0 0 0 0 0 75 0 0 0 0
February, 2026.. 0 0 0 0 0 0 0 0 0 0
Weighted Average
Life in years(1).. 25.4 10.0 8.4 6.3 5.0 26.1 11.3 9.0 7.0 5.5
</TABLE>
(1) The weighted average life of a class of Offered Bonds is determined by (i)
multiplying the amount of each distribution of principal by the number of
years from the date of issuance to the related Payment Date, (ii) adding the
results and (iii) dividing the sum by the total principal payments on such
Class of Bonds.
S-106
<PAGE>
Class S Bond Yield Considerations
The yield to maturity of the Class S Bonds will be affected by the prepayment
and repurchase experience, and the severity of losses, and delinquencies for
which no advance is made, on the Mortgage Loans. If on any Payment Date the
Available Interest Payment Amount is insufficient to pay the Class S Scheduled
Payment and interest on the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D and Class E Bonds, the resulting shortfall will first be borne by the
Class S Bonds before the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D and Class E Bonds. Any such Class S Shortfall will be payable on such
Payment Date or, with interest, on succeeding Payment Dates, but will be
payable only after the Class A-1, Class A-2, Class A-3, Class B, Class C, Class
D, Class X and Class E Bonds have received their interest, principal or the
Class X Distributable Amount, as applicable, for the related Payment Date. See
"Description of the Bonds--Payments on the Bonds--Priority of Payments" in this
prospectus supplement. Prospective investors should fully consider the
associated risks, including the risk that such investors may not fully recover
their initial investment.
The following table indicates the sensitivity of the pre-tax yield to maturity
on the Class S Bonds to various rates of prepayment on the Mortgage Loans by
projecting the monthly aggregate payments on the Class S Bonds and computing
the corresponding pre-tax yields to maturity on a corporate bond equivalent
basis, based on the assumptions described in clauses (i) through (ix) in the
second paragraph preceding the table entitled "Percent of Initial Aggregate
Bond Principal Amounts Outstanding at the Following Percentages of CPR" under
the heading "Weighted Average Life" above. Any differences between such
assumptions and the actual characteristics and performance of the Mortgage
Loans and of the Class S Bonds may result in yields being different from those
shown in such table. Discrepancies between assumed and actual characteristics
and performance underscore the hypothetical nature of the table, which is
provided only to give a general sense of the sensitivity of yield in varying
prepayment scenarios.
Pre-Tax Yield to Maturity of the Class S Bonds Due to Prepayments
<TABLE>
<CAPTION>
Assumed Purchase Price Percentage of CPR
as a Percentage of the --------------------------------------
Bond Principal Amount 0% 12% 18% 24% 30%
- ---------------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
88.000% 7.1069% 7.1069% 7.1069% 7.1069% 7.1069%
</TABLE>
Each pre-tax yield to maturity set forth in the preceding table was calculated
by determining the monthly discount rate which, when applied to the assumed
stream of cash flows to be paid on the Class S Bonds would cause the discounted
present value of such assumed stream of cash flows to equal the assumed
purchase price listed in the table. These yields do not take into account the
different interest rates at which investors may be able to reinvest funds
received by them as payments on the Class S Bonds, and thus do not reflect the
return on any investment in the Class S Bonds when, as applicable, any
reinvestment rates other than the discount rates set forth in the preceding
table are considered. These yields also do not take into account any losses or
delinquencies on the Mortgage Loans.
Notwithstanding the assumed prepayment rates reflected in the preceding table,
it is highly unlikely that the Mortgage Loans will be prepaid according to one
particular pattern. For this reason and
S-107
<PAGE>
because the timing of cash flows is critical to determining yields, the pre-tax
yield to maturity on the Class S Bonds may differ from those shown in the
table, even if all of the Mortgage Loans prepay at the indicated constant
percentages of CPR over any given time period or over the entire life of the
Bonds.
There can be no assurance that the Mortgage Loans will prepay at any particular
rate or that yield on the Class S Bonds will conform to the yields described
herein. Moreover, the various remaining terms to maturity of the Mortgage Loans
could produce slower or faster payments than indicated in the preceding table
at the various constant percentages of CPR specified, even if the weighted
average remaining term to maturity of the Mortgage Loans is as assumed.
Investors are urged to make their investment decisions based on their
determinations as to anticipated rates of prepayment under a variety of
scenarios. Investors in the Class S Bonds should fully consider the risk that
an extremely rapid rate of prepayments on the Mortgage Loans could result in
the failure of such investors to fully recover their investments.
S-108
<PAGE>
MASTER SERVICER AND SPECIAL SERVICER
Banc One Mortgage Capital Markets, LLC ("Banc One"), a Delaware limited
liability company, will be the Master Servicer and Special Servicer and in such
capacities will be responsible for servicing the Mortgage Loans. The principal
offices of Banc One Mortgage Capital Markets, LLC are located at 1717 Main
Street, Suite 1200, Dallas, Texas 75201.
As of December 31, 1998, Banc One and its affiliates were responsible for
servicing approximately 7,058 commercial and multifamily loans with an
aggregate principal balance of approximately $22.3 billion, the collateral for
which is located in 49 states, Puerto Rico, the District of Columbia, the
Virgin Islands and Mexico. With respect to such loans, approximately 6,180
loans with an aggregate principal balance of approximately $17.9 billion
pertain to commercial and multifamily mortgage-backed securities.
The information concerning the Master Servicer and Special Servicer set forth
herein has been provided by Banc One and none of the Issuer, the Mortgage Loan
Seller, the Depositor, the Indenture Trustee, the Loan Originator, the Fiscal
Agent or the Underwriters makes any representation or warranty as to the
accuracy thereof. The Master Servicer and Special Servicer (except for the
information under this heading) will make no representation as to the validity
or sufficiency of the Indenture, the Servicing Agreement, the Bonds, the
Mortgage Loans, this prospectus supplement or related documents.
Responsibilities of Master Servicer
Under the Servicing Agreement (the "Servicing Agreement") among the Issuer, the
Master Servicer, the Special Servicer, the Indenture Trustee and the Fiscal
Agent, the Master Servicer is required to service and administer the Mortgage
Loans solely on behalf of and in the best interests of and for the benefit of
the Bondholders, in accordance with the terms of the Servicing Agreement and
the Mortgage Loans and, to the extent consistent with such terms, with the
higher of the following standards (with respect to the Master Servicer, the
"Servicing Standard"): (a) the standard of care, skill, prudence and diligence
with which the Master Servicer services and administers mortgage loans that are
held for other portfolios that are similar to the Mortgage Loans and (b) the
standard of care, skill, prudence and diligence with which the Master Servicer
services and administers mortgage loans for its own portfolio that are similar
to the Mortgage Loans, in either case, giving due consideration to customary
and usual standards of practice of prudent institutional multifamily and
commercial mortgage lenders, loan servicers and asset managers, but without
regard to:
(i) any relationship that the Master Servicer or any affiliate of the
Master Servicer may have with any Mortgagor or any affiliate of any
Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect to the
Mortgage Loans;
(iii) the adequacy of the Master Servicer's compensation for its services
under the Servicing Agreement or with respect to any particular
transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer or any of its affiliates of any
Bonds or other securities.
S-109
<PAGE>
The Master Servicer will also be required to perform other customary functions
of a servicer of comparable loans, including maintaining (or using its best
efforts to cause the Mortgagor under each Mortgage Loan to maintain) hazard,
business interruption and general liability insurance policies (and, if
applicable, rental interruption policies) as described herein and filing and
settling claims thereunder; maintaining escrow or impoundment accounts of
Mortgagors for payment of taxes, insurance and other items required to be paid
by any Mortgagor pursuant to the Mortgage Loan; processing assumptions or
substitutions in those cases where the Master Servicer has determined not to
enforce any applicable due-on-sale clause; demanding that the Mortgagor cure
delinquencies; inspecting and managing Mortgaged Properties under certain
circumstances; and maintaining records relating to the Mortgage Loans.
The Master Servicer will initially delegate its servicing obligations in
respect of the Mortgage Loans to the Primary Servicer; provided, however, the
Master Servicer will remain obligated for servicing the Mortgage Loans pursuant
to the Servicing Agreement. See "Risk Factors--Servicing Transfer" and "The
Loan Originator and Primary Servicer" in this prospectus supplement.
Responsibilities of Special Servicer
The servicing responsibility for a particular Mortgage Loan will be transferred
to the Special Servicer upon the occurrence of any of the following servicing
transfer events (each, a "Servicing Transfer Event"): (i) the Mortgage Loan
becomes a "Defaulted Mortgage Loan" because it is more than 60 days delinquent
in whole or in part in respect of any Monthly Payment, or is delinquent in
whole or in part more than 30 days in respect of the related Balloon Payment;
(ii) the related Mortgagor has entered into or consented to bankruptcy,
appointment of a receiver or conservator or a similar insolvency or similar
proceeding, or the Mortgagor has become the subject of a decree or order for
such a proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice
of the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment,
occurred which is not reasonably susceptible of cure within the time periods
and on the terms and conditions, if any, provided in the related Mortgage;
(vii) the related Mortgaged Property becomes an REO Property; (viii) if for any
reason, the Master Servicer cannot enter into an assumption agreement upon the
transfer by the related Mortgagor of the mortgage; or (ix) an event has
occurred which, in the reasonable judgment of the Master Servicer, has or will
materially and adversely affect the value of the Mortgaged Property. A Mortgage
Loan serviced by the Special Servicer is referred to herein as a "Specially
Serviced Mortgage Loan." The Special Servicer will collect certain payments on
such Specially Serviced Mortgage Loans and make certain remittances to, and
prepare certain reports for, and acceptable to, the Master Servicer and the
Indenture Trustee with respect to such Mortgage Loans. The Master Servicer
shall have no responsibility for the performance by the Special Servicer of its
duties under the Servicing Agreement provided that the Master Servicer
continues to perform certain servicing functions on such Specially Serviced
Mortgage Loans and, based on the information provided to it by the Special
Servicer, prepares certain reports to the Indenture Trustee with respect
S-110
<PAGE>
to such Specially Serviced Mortgage Loans. To the extent that any Mortgage
Loan, in accordance with its original terms or as modified in accordance with
the Servicing Agreement, becomes a performing Mortgage Loan for at least three
consecutive months and provided that no additional default is foreseeable in
the reasonable judgment of the Special Servicer, the Special Servicer will
return servicing of such Mortgage Loan (a "Corrected Mortgage Loan") to the
Master Servicer.
Under the Servicing Agreement the Special Servicer is required to service,
administer and dispose of Specially Serviced Mortgage Loans solely in the best
interests of and for the benefit of the Bondholders, in accordance with the
Servicing Agreement and the Mortgage Loans and to the extent consistent with
such terms, with the higher of the following standards (with respect to the
Special Servicer, the "Servicing Standard"): (a) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers
and disposes of distressed mortgage loans and related real property that are
held for other portfolios that are similar to the Mortgage Loans, Mortgaged
Property and REO Property and (b) the standard of care, skill, prudence and
diligence with which the Special Servicer services, administers and disposes of
distressed mortgage loans and related real property for its own portfolio that
are similar to the Mortgage Loans, Mortgaged Property and REO Property, giving
due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, so as to maximize the net present value of recoveries on the
Mortgage Loans, but without regard to:
(i) any relationship that Special Servicer or any affiliate of the Special
Servicer may have with any Mortgagor or any affiliate of any Mortgagor or
any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its services
under the Servicing Agreement or with respect to any particular
transaction;
(iii) the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer or any of its affiliates of any
Bonds or other securities.
The Special Servicer, on behalf of the Indenture Trustee, may at any time
institute foreclosure proceedings, exercise any power of sale contained in any
mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire, in the
name of the Issuer, title to a Mortgaged Property securing a Specially Serviced
Mortgage Loan by operation of law or otherwise, if such action is consistent
with the Servicing Standard. The Special Servicer may not acquire title to any
related Mortgaged Property or take any other action that would cause the
Issuer, for the benefit of Bondholders, or any other specified person to be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or an "operator" of, such Mortgaged Property within the meaning of
certain federal environmental laws unless the Special Servicer has previously
determined, based on a report prepared by a person who regularly conducts
environmental audits (which report will be paid as an expense of the Trust
Estate), that:
(i) the Mortgaged Property is in compliance with applicable environmental
laws; or if not, that taking such actions as are necessary to bring the
Mortgaged Property into compliance therewith is reasonably likely to
produce a greater recovery on a net present value basis, after taking into
account any risks associated therewith, than not taking such actions; and
S-111
<PAGE>
(ii) no circumstances are present at the Mortgaged Property relating to the
use, management, storage or disposal of any hazardous substances, hazardous
materials, wastes, or petroleum-based materials for which investigation,
testing, monitoring, containment, clean-up or remediation could be required
under any federal, state or local law or regulation or that, if any such
materials are present, taking such action with respect to the affected
Mortgaged Property is reasonably likely to produce a greater recovery on a
net present value basis, after taking into account any risks associated
therewith, than not taking such actions.
If title to any Mortgaged Property is acquired by the Issuer, the Special
Servicer, on behalf of the Issuer and the Bondholders, will be required to sell
the Mortgaged Property prior to the close of the third calendar year beginning
after the year of acquisition, unless the Internal Revenue Service (the "IRS")
grants an extension of time to sell such property. Subject to the foregoing and
any other tax-related limitations, pursuant to the Servicing Agreement, the
Special Servicer will generally be required to attempt to sell any Mortgaged
Property so acquired consistent with its Servicing Standard and in the same
manner as would prudent mortgage loan servicers and asset managers who have
acquired mortgaged properties comparable to the Mortgaged Properties acquired
by the Issuer under the same circumstances. The Special Servicer will also be
required to ensure that any Mortgaged Property acquired by the Issuer is
administered so that it constitutes "foreclosure property" within the meaning
of Code Section 856(e) at all times. If the Issuer acquires title to any
Mortgaged Property, the Special Servicer, on behalf of the Issuer, will retain,
at the expense of the Issuer, an independent contractor to manage and operate
such Mortgaged Property. The retention of an independent contractor, however,
will not relieve the Special Servicer of its obligation to manage such
Mortgaged Property as required under the Servicing Agreement.
The Special Servicer shall have full power and authority to do any and all
things in connection with servicing and administering a Mortgage Loan that it
may deem in its best judgment necessary or advisable, including, without
limitation, to execute and deliver on behalf of the Indenture Trustee and the
Bondholders any and all instruments of satisfaction or cancellation or of
partial release or full release or discharge and all other comparable
instruments, to reduce the related Mortgage Rate, and to defer or forgive
payment of interest and/or principal with respect to any Specially Serviced
Mortgage Loan or any Mortgaged Property. The Special Servicer may not permit a
modification of any Mortgage Loan to extend the scheduled maturity date of any
Specially Serviced Mortgage Loan to a date later than three years prior to the
Stated Maturity Date. Notwithstanding the foregoing, the Special Servicer may
not permit any such modification with respect to a Balloon Mortgage Loan if it
results in the extension of such maturity date beyond the amortization term of
such Balloon Mortgage Loan absent the related Balloon Payment.
The Special Servicer will prepare a report (an "Asset Strategy Report") for
each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later
than 60 days after the servicing of such Mortgage Loan is transferred to the
Special Servicer. The holders of the fewest number of classes of Bonds
representing the most subordinate Bonds with an aggregate Bond Principal Amount
equal to at least 20% of the initial Bond Principal Amount of such Class of
Bonds (which Bond Principal Amount will be reduced for this purpose by the
amount of any Realized Losses or Appraisal Reduction Amounts notionally
allocated to such Class, if applicable) (the "Monitoring Bondholders") will
designate one Monitoring Bondholder pursuant to the Servicing Agreement (the
S-112
<PAGE>
"Directing Bondholder"). Each Asset Strategy Report will be delivered to the
Directing Bondholder. The Directing Bondholder may object to any Asset Strategy
Report within 10 business days of receipt; provided, however, that the Special
Servicer is required to implement the recommended action as outlined in such
Asset Strategy Report if it makes an affirmative determination that not taking
such action would result in a violation of its Servicing Standard. If the
Directing Bondholder does not disapprove an Asset Strategy Report within
10 business days, the Special Servicer shall implement the recommended action
as outlined in such Asset Strategy Report. If the Directing Bondholder
disapproves such Asset Strategy Report and the Special Servicer has not made
the affirmative determination described above, the Special Servicer will revise
such Asset Strategy Report as soon as practicable. The Special Servicer will
revise such Asset Strategy Report until the Directing Bondholder fails to
disapprove such revised Asset Strategy Report as described above, provided that
the Special Servicer shall not be under any obligation to perform any actions
or delay implementation of the Asset Strategy Report actions or revise such
report to take any actions which are not consistent with its Servicing
Standard, applicable laws or the related Mortgage Loan documents. Any
Bondholder may request and obtain a copy of any Asset Strategy Report except to
the extent prohibited by applicable law or the related Mortgage Loan documents
or if the Indenture Trustee determines in its reasonable judgment that delivery
of such Asset Strategy Report would not be in the best interest of the
Bondholders.
The Special Servicer may be removed without cause at any time by the Directing
Bondholder.
Servicing and Other Compensation and Payment of Expenses
The principal compensation to be paid to the Master Servicer in respect of its
servicing activities will be the "Servicing Fee." The Servicing Fee will be
payable monthly and will accrue at the applicable Servicing Fee Rate and will
be computed on the basis of the Stated Principal Balance and for the same
period respecting which any related interest payment on each Mortgage Loan is
computed. The "Servicing Fee Rate" with respect to each Mortgage Loan equals
0.30% per annum and includes the amount payable to the Primary Servicer. The
Servicing Fee will be calculated on the basis of the Stated Principal Balance
of the related Mortgage Loan and on the basis of a 360-day year consisting of
twelve 30-day months.
The Master Servicer will also be entitled to retain as additional servicing
compensation (i) all investment income earned on amounts on deposit in any
Mortgagor escrow accounts or reserve accounts (to the extent consistent with
applicable law and the related Mortgage Loan documents) and the Collection
Account, (ii) all amounts collected with respect to the Mortgage Loans (that
are not Specially Serviced Mortgage Loans) in the nature of late payment
charges, late fees, NSF check charges (including with respect to Specially
Serviced Mortgage Loans), extension fees, modification fees, assumption fees,
net default interest and similar fees and charges, and (iii) any Prepayment
Interest Excess (to the extent not offset against any Prepayment Interest
Shortfall relating to non-Specially Serviced Mortgage Loans in accordance with
the provisions of the Servicing Agreement).
The principal compensation to be paid to the Special Servicer in respect of its
special servicing activities will be the "Special Servicing Fee." The Special
Servicing Fee will accrue with respect to each Specially Serviced Mortgage Loan
at a rate equal to 0.45% per annum (the "Special Servicing Fee Rate")
calculated on the basis of the Stated Principal Balance of the related
Specially
S-113
<PAGE>
Serviced Mortgage Loans and on the basis of a 360-day year consisting of twelve
30-day months, and will be payable monthly from general collections on all the
Mortgage Loans and any REO Properties on deposit in the Collection Account.
The Special Servicer will also be entitled to receive with respect to any
Specially Serviced Mortgage Loan or REO Property that is sold or transferred or
otherwise liquidated, in addition to the Special Servicing Fee, a disposition
fee (the "Disposition Fee") equal to 1.0% of the net proceeds of the sale or
liquidation of any Specially Serviced Mortgage Loan or REO Property.
A "Workout Fee" will in general be payable to the Special Servicer with respect
to each Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the
Workout Fee will be payable out of, and will be calculated by application of a
"Workout Fee Rate" of 1.0% with respect to a Corrected Mortgaged Loan to, each
collection of interest (other than default interest) and principal (including
scheduled payments, prepayments, and Balloon Payments at maturity) received on
such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage
Loan. The Workout Fee with respect to any Corrected Mortgage Loan will cease to
be payable if such Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when such Mortgage
Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is
terminated (other than for cause) or resigns, it shall retain the right to
receive any and all Workout Fees payable with respect to Mortgage Loans that
became Corrected Mortgage Loans during the period that it acted as Special
Servicer and were still such at the time of such termination or resignation
(and the successor Special Servicer shall not be entitled to any portion of
such Workout Fees), in each case until the Workout Fee for any such loan ceases
to be payable in accordance with the preceding sentence.
The Special Servicer will also be entitled to retain as additional servicing
compensation (i) all investment income earned on amounts on deposit in any
account established for REO Properties (an "REO Account"), and (ii) all amounts
collected with respect to the Specially Serviced Mortgage Loans in the nature
of late payment charges, late fees, assumption fees, modification fees,
extension fees or similar items (other than NSF check charges and default
interest).
S-114
<PAGE>
DESCRIPTION OF OPERATIVE AGREEMENTS
General
The following summary describes certain terms of the Indenture, Servicing
Agreement, Deposit Trust Agreement, Mortgage Loan Purchase Agreement and
Administration Agreement (collectively, the "Operative Agreements"). The
summaries do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, the provisions of the Operative Agreements.
Copies of the Operative Agreements will be filed with the Commission following
the issuance of the Offered Bonds. The Indenture Trustee will provide to a
prospective or actual Bondholder upon payment of actual costs and upon written
request, copies (without exhibits) of the Operative Agreements. Requests should
be addressed to LaSalle National Bank, 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60674, Attention: Asset-Backed Securities Trust Services
Group--Collateralized Mortgage Bonds-- ICCMAC Multifamily and Commercial Trust
1999-1.
Assignment of the Mortgage Loans
On or prior to the Closing Date, the Mortgage Loan Seller will assign or cause
to be assigned the Mortgage Loans, without recourse, to the Depositor and the
Depositor will assign such Mortgage Loans, without recourse to the Issuer
(excluding, in each case, the right to receive Prepayment Premiums which right
will be retained by the Mortgage Loan Seller). The Issuer will pledge and
assign the Mortgage Loans to the Indenture Trustee in exchange for the Bonds.
Prior to the Closing Date, the Mortgage Loan Seller will, as to each Mortgage
Loan, deliver or cause to be delivered to the Indenture Trustee among other
things, the following documents (collectively, as to such Mortgage Loan, the
"Mortgage Loan File"):
(i) the original Mortgage, and any intervening assignments thereof, in each
case with evidence of recording thereon or in case such documents have not
been returned by the applicable recording office, certified copies thereof;
(ii) the original or, if accompanied by a "lost note" affidavit, a copy of
the Mortgage Note, endorsed by the Mortgage Loan Seller, without recourse,
in blank or to the order of Indenture Trustee;
(iii) an original assignment of the Mortgage, executed by the Mortgage Loan
Seller, in blank or to the order of the Indenture Trustee, in recordable
form;
(iv) originals or certified copies of any related assignment of leases,
rents and profits and any related security agreement (if, in either case,
such item is a document separate from the Mortgage) and any intervening
assignments of each such document or instrument;
(v) assignments of any related assignment of leases, rents and profits and
any related security agreement (if, in either case, such item is a document
separate from the Mortgage), executed by the Mortgage Loan Seller, in blank
or to the order of the Indenture Trustee;
(vi) originals or certified copies of all assumption, modification and
substitution agreements in those instances where the terms or provisions of
the Mortgage or Mortgage Note have been modified or the Mortgage or
Mortgage Note has been assumed;
(vii) the originals or certificates or a lender's title insurance policy
issued on the date of the origination of such Mortgage Loan or, with
respect to each Mortgage Loan not covered by a
S-115
<PAGE>
lender's title insurance policy, an attorney's opinion of title given by an
attorney licensed to practice law in the jurisdiction where the Mortgaged
Property is located; and
(viii) originals or copies of any guaranties related to such Mortgage Loan.
The Mortgage Loan Seller has agreed with the Depositor to cause each assignment
described in clauses (iii) and (v) above to be submitted for recording in the
real property records of the jurisdiction in which the related Mortgage
Property is located. Any such assignment delivered in blank will be completed
to the order of the Indenture Trustee prior to recording.
The Indenture Trustee
LaSalle National Bank, a national banking association, shall serve as Indenture
Trustee under the Indenture pursuant to which the Bonds are being issued.
Except in circumstances such as those involving defaults (when it might request
assistance from other departments in the bank), its responsibilities as
Indenture Trustee are carried out by its Asset-Backed Securities Trust Services
Group. Its principal corporate trust office is located at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60674, Attention: Asset-Backed Securities
Trust Services Group--Collateralized Mortgage Bonds--ICCMAC Multifamily and
Commercial Trust 1999-1.
The Fiscal Agent
ABN AMRO Bank N.V., a Netherlands banking corporation and the corporate parent
of the Indenture Trustee, will act as Fiscal Agent for the Trust Estate and
will be obligated to make any Advance required to be but not made by the
Indenture Trustee under the Servicing Agreement. Any such Advance made by the
Fiscal Agent will cure the default caused by the failure of the Indenture
Trustee to make such Advance. The Fiscal Agent will be entitled to various
rights, protections and indemnities similar to those afforded the Indenture
Trustee.
The Indenture Trustee will be responsible for payment of the compensation of
the Fiscal Agent. As of June 30, 1998, the Fiscal Agent reported assets of
approximately $491 billion.
Collection Accounts
General. The Master Servicer will establish and maintain or cause to be
established and maintained one or more separate accounts for the collection of
payments on the related Mortgage Loans (collectively, the "Collection Account")
which shall be an account or accounts satisfying the requirements set forth in
the Servicing Agreement as are necessary to maintain the ratings on the Bonds
from each Rating Agency. The amount on deposit in the Collection Account may be
invested by the Master Servicer only in United States government securities and
other obligations specified in the Servicing Agreement ("Permitted
Investments"). Interest or other income earned on funds in the Collection
Account will be paid to the Master Servicer as additional servicing
compensation.
Deposits. The Master Servicer will deposit or cause to be deposited in the
Collection Account within one (1) business day after receipt, the following
payments and collections received with respect to the Mortgage Loans by the
Master Servicer:
S-116
<PAGE>
(i) all payments on account of principal, including principal prepayments,
on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, including
any default interest collected, in each case net of any portion thereof
retained by the Master Servicer as its servicing compensation or
reimbursement for interest on Advances;
(iii) all proceeds of the hazard, business interruption and general
liability insurance policies to be maintained in respect of each Mortgage
Property securing a Mortgage Loan (to the extent such proceeds are not
applied to the restoration of the property or released to the Mortgagor in
accordance with the normal servicing procedures of a Servicer, subject to
the terms and conditions of the related Mortgage Loan) and all proceeds of
rental interruption policies, if any, insuring against losses arising from
the failure of lessees under a lease to make timely rental payments because
of certain casualty events (collectively, "Insurance Proceeds") and all
other amounts received and retained in connection with the liquidation of
defaulted Mortgage Loans in the Trust Estate, by foreclosure, condemnation
or otherwise ("Liquidation Proceeds"), together with the net proceeds on a
monthly basis with respect to any Mortgaged Properties acquired for the
benefit of Bondholders by foreclosure or by deed in lieu of foreclosure or
otherwise;
(iv) any advances made as described under "Description of the Bonds--
Advances" in this prospectus supplement;
(v) any amounts received from the Special Servicer;
(vi) out of the Master Servicer's own funds, an amount representing net
losses realized on Permitted Investments with respect to funds in the
Collection Account; and
(vii) any other amounts received from the Mortgagor with respect to the
Mortgage Loans;
but excluding any REO Proceeds and penalties or fees for extensions,
assumptions or modifications or related activities and services, which may be
retained by the Master Servicer or remitted to the Special Servicer, as
applicable, as additional servicing compensation. REO Proceeds shall be
maintained in the REO Account by the Special Servicer prior to their remittance
(net of withdrawals permitted to be made by the Special Servicer pursuant to
the Servicing Agreement to the Master Servicer for deposit into the Collection
Account).
The Master Servicer is required to deposit into the Payment Account (as
described below) on the business day preceding each Payment Date all amounts on
deposit in the Collection Account prior to the Determination Date or otherwise
received with respect to the Mortgage Loans, net of the withdrawals from the
Collection Account permitted to be made by the Master Servicer.
Withdrawals. The Master Servicer may, from time to time, make withdrawals from
the Collection Account for any of the following purposes:
(i) to reimburse itself, the Indenture Trustee or the Fiscal Agent for
unreimbursed amounts advanced as described under "Description of the
Bonds--Advances" in this prospectus supplement, such reimbursement to be
made out of amounts received which were identified and
S-117
<PAGE>
applied by the Master Servicer as late collections of interest on and
principal of the particular Mortgage Loans with respect to which the
Advances were made;
(ii) to reimburse (A) itself for unpaid servicing fees earned and certain
unreimbursed servicing expenses incurred with respect to Mortgage Loans and
REO Properties acquired in respect thereof, such reimbursement to be made
out of amounts (whether in the form of late collections, Liquidation
Proceeds and Insurance Proceeds collected on the particular Mortgage Loans
and properties, and net income collected on the particular REO Properties,
with respect to which such fees were earned or such expenses were incurred)
that represent recoveries of interest on such Mortgage Loans and (B) the
Special Servicer for unpaid servicing fees earned and certain unreimbursed
servicing expenses incurred with respect to Specially Serviced Mortgage
Loans and REO Properties acquired in respect thereof;
(iii) to reimburse itself, the Special Servicer, the Indenture Trustee or
the Fiscal Agent for any Advances described in clause (i) above and any
servicing expenses described in clause (ii) above which, in the Master
Servicer's, the Special Servicer's, the Indenture Trustee's or the Fiscal
Agent's good faith judgment, will not be recoverable from the amounts
described in clauses (i) and (ii), respectively, such reimbursement to be
made from amounts collected on other Mortgage Loans that remain
outstanding;
(iv) to pay itself, the Indenture Trustee or the Fiscal Agent interest
accrued on the Advances described in clause (i) above and the servicing
expenses described in clause (ii) above while such interest remains
outstanding and unreimbursed;
(v) to pay itself as additional servicing compensation interest and
investment income earned in respect of amounts held in the Collection
Account;
(vi) to pay the Special Servicer the Special Servicing Fees, the
Disposition Fees and the Workout Fees;
(vii) to recoup any amount deposited in the Collection Account and not
required to be deposited therein; and
(viii) to make any other withdrawals permitted by the Indenture.
Payment Account. The Indenture Trustee will establish and maintain, or cause to
be established and maintained, an account for the collection of payments from
the Master Servicer (the "Payment Account"). The Indenture Trustee will also
deposit or cause to be deposited in a Payment Account the following amounts:
(i) Liquidation Proceeds, if any, resulting from the liquidation of
Collateral in accordance with the terms of the Indenture; and
(ii) any other amounts required to be deposited in the Payment Account as
provided in the Indenture.
Reports to Bondholders
On each Payment Date, based upon information provided by the Servicers, the
Indenture Trustee shall furnish to each Bondholder, the Mortgage Loan Seller,
the Depositor, each Underwriter and each Rating Agency a statement setting
forth certain information with respect to the Mortgage Loans and the Bonds
required pursuant to the Indenture. In addition, within a reasonable period of
time
S-118
<PAGE>
after each calendar year, the Indenture Trustee shall furnish to each person
who at any time during such calendar year was the holder of a Bond a statement
containing certain information with respect to the Bond required pursuant to
the Indenture, aggregated for such calendar year or portion thereof during
which such person was a Bondholder. Unless and until Definitive Bonds are
issued, such statements or reports will be furnished only to Cede & Co., as
nominee for DTC; provided, however, that the Indenture Trustee shall furnish a
copy of any such statement or report to any Beneficial Owner which requests
such copy and certifies to the Indenture Trustee that it is the Beneficial
Owner of a Bond for a nominal charge. Any person may call the Indenture Trustee
at (800) 246-5762 in order to inquire as to how to obtain such statement or
report. Such statement or report may be available to Beneficial Owners upon
request to DTC or their respective Participant or Indirect Participants. Any
Asset Strategy Report shall be delivered, subject to any confidentiality or
other restrictions imposed by law, by the Indenture Trustee upon request to any
Beneficial Owner of an Offered Bond subject to receipt by the Indenture Trustee
and the Special Servicer of evidence satisfactory to them that the request is
made by a Beneficial Owner and the receipt by the Indenture Trustee of a
certificate acknowledging certain limitations with respect to the use of such
statement or report. See "Description of the Bonds--Reports to Bondholders;
Certain Available Information" in the accompanying prospectus. The Directing
Bondholder shall receive all reports prepared or received by the Master
Servicer or the Special Servicer. In addition, each other Bondholder (or a
Beneficial Owner, which requests such copy and certifies to the Indenture
Trustee that it is the Beneficial Owner of a Bond) may obtain all such reports
at its expense as described in the Indenture.
Fidelity Bonds and Errors and Omissions Insurance
The Servicing Agreement will require that the Servicers obtain and maintain in
effect a blanket fidelity bond or similar form of insurance coverage insuring
against loss occasioned by fraud, theft or other intentional misconduct of the
officers, employees and agents of such Servicer. The Servicing Agreement will
allow a Servicer to self-insure against loss occasioned by the errors and
omissions of the officers, employees and agents of the Master Servicer or the
Special Servicer so long as certain criteria set forth in the Servicing
Agreement are met.
Due-on-Sale and Due-on-Encumbrance Provisions
Certain of the Mortgage Loans may contain clauses requiring the consent of the
mortgagee to any sale or other transfer of the related Mortgaged Property, or
due-on-sale clauses entitling the mortgagee to accelerate payment of the
Mortgage Loan upon any sale or other transfer of the related Mortgaged
Property. Certain of the Mortgage Loans may contain clauses requiring the
consent of the mortgagee to the creation of any other lien or encumbrance on
the Mortgaged Property or due-on-encumbrance clauses entitling the mortgagee to
accelerate payment of the Mortgage Loan upon the creation of any other lien or
encumbrance upon the Mortgaged Property. The Master Servicer, on behalf of the
Issuer, will generally exercise any right the Indenture Trustee (or waive the
right to exercise, provided that, with respect to certain Mortgage Loans,
written confirmation has been obtained from the Rating Agencies to the effect
that such waiver will not result in a downgrade or withdrawal of the then
current ratings on the Bonds) may have as mortgagee to accelerate payment of
any such Mortgage Loan or to withhold its consent to any transfer or further
encumbrance. Any fee collected by or on behalf of the Master Servicer relative
to a non-Specially Serviced Mortgage Loan for an extension, modification,
assumption, and similar fees and charges will be retained by or on behalf of
the Master Servicer as additional servicing compensation. See "Certain Legal
Aspects
S-119
<PAGE>
of the Mortgage Loans and the Leases--Due-on-Sale and Due-on-Encumbrance" in
the accompanying prospectus.
Evidence as to Compliance
The Servicing Agreement will provide that on or before April 30 in each year,
beginning on April 30, 2000, a firm of independent public accountants will
furnish a statement to the Issuer and the Indenture Trustee to the effect that,
on the basis of the examination by such firm conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers,
the servicing by or on behalf of each Servicer was conducted in compliance with
the terms of the Servicing Agreement except for any exceptions the Uniform
Single Attestation Program for Mortgage Bankers requires it to report.
The Servicing Agreement will also provide for delivery to the Indenture
Trustee, on or before April 30 in each year beginning on April 30, 2000, of an
annual statement signed by an officer of each Servicer to the effect that such
Servicer, to the best of its knowledge, has fulfilled its material obligations
under the Servicing Agreement throughout the preceding calendar year.
Copies of such annual accountants' statement and such statements of officers
will be obtainable by Bondholders and Beneficial Owners upon written request to
the Indenture Trustee at the expense of the requester; provided that such
Beneficial Owner will be required to have certified to the Indenture Trustee
that it is the Beneficial Owner of a Bond.
Certain Matters Regarding each Servicer and the Depositor
The Servicing Agreement will provide that any Servicer may resign from its
obligations and duties thereunder only with the consent of the Indenture
Trustee, which consent may not be unreasonably withheld, or upon a
determination that its duties under the Servicing Agreement are no longer
permissible under applicable law. No such resignation will become effective
until a successor servicer has assumed such Servicer's obligations and duties
under the Servicing Agreement. Notwithstanding the foregoing, either Servicer
may enter into a subservicing agreement delegating its rights and duties under
the Servicing Agreement, but such Servicer will remain responsible for the
performance of its obligations under the Servicing Agreement.
The Servicing Agreement will further provide that none of the Servicers, or any
officer, director, manager, member, employee, or agent thereof will be under
any liability to the Owner Trustee or Bondholders for any action taken, or for
refraining from the taking of any action in accordance with its Servicing
Standard, in good faith pursuant to the Servicing Agreement; provided, however,
that no Servicer nor any such person will be protected against any breach of a
representation or warranty made in the Servicing Agreement, or against any
liability specifically imposed thereby, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties thereunder or by reason of negligent disregard of
obligations and duties thereunder. The Depositor will be liable only to the
extent of its obligations specifically imposed upon and undertaken by the
Depositor. The Servicing Agreement will further provide that each Servicer will
be entitled to indemnification by the Issuer against any loss, liability,
damage, claim or expense incurred in connection with any legal action, claim or
threat of legal action relating to the Servicing Agreement or the Mortgage
Loans; provided, however, that such indemnification will not extend to any
loss, liability, damage, claim or expense incurred by reason of willful
misfeasance, bad faith or negligence in
S-120
<PAGE>
the performance of obligations or duties thereunder, or by reason of negligent
disregard of such obligations or duties. In addition, the Servicing Agreement
will provide that no Servicer will be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its
responsibilities under the Servicing Agreement and which in its opinion may
involve it in any expense or liability. Any Servicer may, however, with the
consent of the Indenture Trustee undertake any such action which it may deem
necessary or desirable with respect to the Servicing Agreement and the rights
and duties of the parties thereto and the interests of the Bondholders
thereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom will be expenses, costs and liabilities of the
Bondholders, and the Servicer will be entitled to be reimbursed therefor.
Any person into which a Servicer may be merged or consolidated, or any person
resulting from any merger or consolidation to which a Servicer is a party, or
any person succeeding to the business of a Servicer will be the successor of
such Servicer under the Servicing Agreement.
Servicer Events of Default
Events of Default with respect to a Servicer under the Servicing Agreement
(each a "Servicer Event of Default") include:
(i) with respect to the Master Servicer, failure to deposit in the
Collection Account when due or remit when due to the Indenture Trustee for
deposit into the Payment Account any amount required to be deposited,
advanced or remitted under the terms of the Servicing Agreement (whether or
not the Indenture Trustee or the Fiscal Agent makes such Advance); with
respect to the Special Servicer, failure to remit to the Master Servicer or
the Indenture Trustee, as required by the Servicing Agreement, any amount
required to be advanced or remitted under the terms of the Servicing
Agreement within one business day of the date required pursuant to the
terms of the Servicing Agreement; in the event the Indenture Trustee or the
Fiscal Agent makes a required Advance (which is not a nonrecoverable
Advance), such Servicer Event of Default shall occur immediately upon the
making of such Advance by the Indenture Trustee or the Fiscal Agent;
(ii) any failure on the part of such Servicer duly to observe or perform in
any respect any other of the covenants or agreements on the part of such
Servicer contained in the Servicing Agreement which materially and
adversely affects the interests of the Bondholders and which continues
unremedied for a period of 30 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given
to such Servicer by the Issuer or the Indenture Trustee, or to such
Servicer (with a copy to the Issuer, the Indenture Trustee, and the other
Servicer) by the holders of Bonds entitled to at least 25% of the Voting
Rights of any Class affected thereby;
(iii) any breach of the representations and warranties contained in the
Servicing Agreement which materially and adversely affects the interests of
the Bondholders and which continues unremedied for a period of 30 days
after the date on which notice of such breach, requiring the same to be
remedied, shall have been given to such Servicer by the Issuer or the
Indenture Trustee or to such Servicer (with a copy to the Issuer, the
Indenture Trustee and the other Servicer) by the holders of Bonds entitled
to at least 25% of the Voting Rights of any Class affected thereby;
S-121
<PAGE>
(iv) a decree or order of a court or agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or
future federal or state bankruptcy, insolvency or similar law or appointing
a conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered
against such Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days;
(v) such Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities, or similar proceedings of, or relating to, such
Servicer or of, or relating to, all or substantially all of the property of
such Servicer;
(vi) such Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; and
(vii) if at any time such Servicer is not an "approved servicer" as
determined by the Rating Agencies.
The Indenture Trustee will, not later than 5 days after the Indenture Trustee
becomes aware of the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Event of Default,
transmit by mail to the Issuer and all Bondholders notice of such occurrence,
unless such default shall have been cured or waived.
Rights Upon Servicer Event of Default
So long as a Servicer Event of Default remains unremedied, the Depositor or the
Indenture Trustee may, and at the direction of holders of Bonds evidencing not
less than 25% of the Voting Rights, the Indenture Trustee will be required to,
terminate all of the rights and obligations of the related Servicer under the
Servicing Agreement and in and to the Mortgage Loans (other than as a
Bondholder), whereupon the Master Servicer (or if such Servicer is the Master
Servicer, the Indenture Trustee) will succeed to all of the responsibilities,
duties and liabilities of such Servicer under the Servicing Agreement and will
be entitled to the same compensation arrangements. In the event that the
Indenture Trustee is unwilling or unable so to act, it may or, at the written
request of the holders of Bonds entitled to at least 25% of the Voting Rights,
it will be required to appoint, or petition a court of competent jurisdiction
for the appointment of, a loan servicing institution acceptable to the Rating
Agencies with a net worth at the time of such appointment of at least
$15,000,000 (whose appointment will not result in a downgrade, withdrawal or
qualification of the then current rating on any Class of Bonds, as confirmed in
writing by the Rating Agencies), to act as successor to such Servicer under the
Servicing Agreement. Pending such appointment, the Indenture Trustee is
obligated to act in such capacity. The Indenture Trustee and any such successor
may agree upon the servicing compensation to be paid, which in no event may be
greater than the compensation payable to such Servicer under the Servicing
Agreement.
The holders of Bonds representing at least 66 2/3% of the Voting Rights for
each Class of Bonds (exclusive of any Bonds owned by the Servicer or any
affiliate thereof) affected by any Servicer Event of Default will be entitled
to waive such Servicer Event of Default; provided, however, that a
S-122
<PAGE>
Servicer Event of Default described in clause (i) or clause (vii) under "--
Servicer Events of Default" may be waived only by all of the Bondholders. Upon
any such waiver of a Servicer Event of Default, and payment to the Indenture
Trustee of all costs and expenses incurred by it prior to such waiver and
incurred by the Indenture Trustee in connection with such Servicer Event of
Default, such Servicer Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose under the Servicing Agreement.
No Bondholder will have the right under any agreement to institute any
proceeding with respect thereto unless such holder previously has given to the
Indenture Trustee written notice of default and unless the holders of Bonds
evidencing more than 50% of the Voting Rights have made written request upon
the Indenture Trustee to institute such proceeding in its own name as Indenture
Trustee thereunder and have offered to the Indenture Trustee reasonable
indemnity, the Indenture Trustee for 60 days has neglected or refused to
institute any such proceeding and no direction inconsistent with such request
has been given to the Indenture Trustee during such 60-day period by holders of
Bonds representing more than 50% of the Voting Rights of such Bonds. The
Indenture Trustee, however, is under no obligation to exercise any of the
trusts or powers vested in it by any agreement or to make any investigation of
matters arising thereunder or to institute, conduct or defend any litigation
thereunder or in relation thereto at the request, order or direction of any of
the holders of Bonds covered by such agreement, unless such Bondholders have
offered to the Indenture Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby. As
described under "Description of the Bonds--Book-Entry Registration of the
Offered Bonds" in this prospectus supplement, unless and until Definitive Bonds
are issued, Beneficial Owners may only exercise their rights as owners of Bonds
indirectly through DTC, or their respective Participants and Indirect
Participants.
Amendment
The Servicing Agreement may be amended by the parties thereto, without the
consent of any of the holders of Bonds covered by the Servicing Agreement,
(i) to cure any ambiguity,
(ii) to correct, modify or supplement any provision therein which may be
inconsistent with any other provision therein,
(iii) to make any other provisions with respect to matters or questions
arising under the Servicing Agreement which are not inconsistent with the
provisions thereof, or
(iv) to comply with any requirements imposed by the Code; provided that
such amendment will not (as evidenced by an opinion of counsel to such
effect) adversely affect in any material respect the interests of any
holder of Bonds covered by the Servicing Agreement.
The Servicing Agreement may also be amended by the Depositor, the Master
Servicer, the Special Servicer, the Indenture Trustee and the Fiscal Agent,
with the consent of the holders of Bonds affected thereby evidencing more than
50% of the Voting Rights, for any purpose; provided, however, that no such
amendment may (i) reduce in any manner the amount of or delay the timing of,
payments received or advanced on Mortgage Loans which are required to be
distributed on any Bond without the consent of the holder of such Bond, (ii)
adversely affect in any material respect the interests of the
S-123
<PAGE>
holders of any class of Bonds in a manner other than as described in clause
(i), without the consent of the holders of all Bonds of such class or (iii)
reduce the percentage of holders of Bonds required to consent to any such
amendment without the consent of the holders of all Bonds covered by the
Servicing Agreement.
Duties of the Indenture Trustee
The Indenture Trustee makes no representations as to the validity or
sufficiency of any of the Operative Agreements, the Bonds or any trust asset or
related document and is not accountable for the use or application by or on
behalf of any Servicer of any funds paid to such Servicer or its designee in
respect of the Bonds or the Collateral, or deposited into or withdrawn from any
account or any other account by or on behalf of any Servicer. If no Issuer
Event of Default or Servicer Event of Default has occurred and is continuing,
the Indenture Trustee is required to perform only those duties specifically
required under the Operative Agreements. However, upon receipt of the various
certificates, reports or other instruments required to be furnished to it, the
Indenture Trustee is required to examine such documents and to determine
whether they conform to the requirements of the Indenture.
Certain Matters Regarding the Indenture Trustee
The Indenture Trustee and any director, officer, employee or agent of the
Indenture Trustee shall be entitled to indemnification out of the Trust Estate
for any loss, liability or expense (including costs and expenses of litigation,
and of investigation, counsel fees, damages, judgments and amounts paid in
settlement) arising out of the transactions contemplated by the Operative
Agreements including, without limitation, those incurred in connection with the
Indenture Trustee's (i) enforcing its rights and remedies and protecting the
interests, and enforcing the rights and remedies of the Bondholders during the
continuance of an Issuer Event of Default or Servicer Event of Default, (ii)
defending or prosecuting any legal action in respect of the Operative
Agreements or the Bonds, (iii) being the mortgagee of record with respect to
the Mortgage Loans constituting Collateral for the Bonds and the owner of
record with respect to any Mortgaged Property acquired in respect thereof for
the benefit of Bondholders, or (iv) acting or refraining from acting in good
faith at the direction of the holders of the Bonds meeting the requisite
percentage of Voting Rights with respect to any particular matter; provided,
however, that such indemnification will not extend to any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence on
the part of the Indenture Trustee in the performance of its obligations and
duties thereunder, or by reason of its negligent disregard of such obligations
or duties.
Resignation and Removal of the Indenture Trustee
The Indenture Trustee may at any time resign from its obligations and duties
under an Operative Agreement by giving written notice thereof to the Issuer,
the Depositor, the Master Servicer, each Rating Agency and all Bondholders.
Upon receiving such notice of resignation, the Depositor is required promptly
to appoint a successor indenture trustee acceptable to the Master Servicer and
whose appointment will not result in a downgrade or withdrawal of the rating of
any Class of Bonds, as confirmed in writing by the Rating Agencies. If no
successor indenture trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning indenture trustee may petition any court of competent jurisdiction
for the
S-124
<PAGE>
appointment of a successor indenture trustee. If at any time the Indenture
Trustee shall cease to be eligible to continue as such under the Operative
Agreements, or if at any time the Indenture Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Indenture Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Indenture Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the Depositor may remove the Indenture Trustee and appoint a successor
indenture trustee acceptable to the Master Servicer. Holders of the Bonds
entitled to more than 50% of the Voting Rights may at any time remove the
Indenture Trustee without cause and appoint a successor indenture trustee;
provided, that the Indenture Trustee and the Fiscal Agent are reimbursed for
all costs and expenses incurred in connection with such termination and
transfer of responsibilities to a new Indenture Trustee.
Upon the resignation or removal of the Indenture Trustee, the Fiscal Agent will
automatically be deemed to have been removed. Upon the resignation or removal
of the Fiscal Agent, a successor fiscal agent will be appointed in the same
manner as a successor indenture trustee will be appointed, as described above.
Any resignation or removal of the Indenture Trustee and appointment of a
successor indenture trustee shall not become effective until acceptance of
appointment by the successor indenture trustee.
Certain Terms of the Indenture
Issuer Events of Default. Events of default with respect to the Issuer (each an
"Issuer Event of Default") include:
(i) with respect to the most senior outstanding Class of Bonds only (for this
purpose the Class A-1, Class A-2 and Class S Bonds are pari passu), the failure
to pay all interest (or, with respect to the Class S Bonds and Class X Bonds,
the Class S Distributable Amount or the Class X Distributable Amount,
respectively) within 5 days of the Payment Date on which such payment is due
(excluding for this purpose any LIBOR Deficiency Amounts and Class S Shortfalls
or Class X Shortfalls);
(ii) with respect to any Bond, the failure to pay all interest on and principal
(or, in the case of the Class S Bonds and Class X Bonds all unpaid Scheduled
Payments, or if an acceleration or an optional redemption of the Bonds has
occurred, the Class S Early Termination Amount and Class X Early Termination
Amount, respectively) of such Bond by its stated maturity;
(iii) the impairment of the validity or effectiveness of the Indenture or any
grant thereunder, or the subordination or, except as permitted thereunder, the
termination or discharge of the lien of the Indenture, or the creation of any
lien, charge, security interest, mortgage or other encumbrance (other than the
lien of the Indenture or any other lien expressly permitted thereby) with
respect to any part of the property subject to the lien of the Indenture or any
interest in or proceeds of such property, or the failure of the lien of the
Indenture to constitute a valid first priority perfected security interest in
such property (subject only to those liens expressly permitted by the Indenture
to be prior to the lien thereof), and the continuation of any such defaults for
a period of 10 days after notice to the Issuer of such default;
(iv) any default in the observance or performance of any covenant or agreement
of the Issuer made in the Indenture (other than a covenant or agreement, a
default in the observance or performance of which is discussed elsewhere in
this section entitled "--Issuer Events of Default") with respect to
S-125
<PAGE>
the Bonds or any representation or warranty of the Issuer made in the
Indenture, or in any certificate or other writing delivered pursuant thereto or
in connection therewith, with respect to the Bonds proving to have been
incorrect in any material respect as of the time when the same shall have been
made, provided such default or the circumstance or condition in respect of
which such representation or warranty was incorrect (A) shall materially and
adversely affect the interests of holders of Bonds and (B) shall continue or
shall not have been eliminated or otherwise remedied, as the case may be, for a
period of 30 days after there shall have been given, by registered or certified
mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
Trustee by the holders of Bonds representing at least 25% of the Voting Rights,
a written notice specifying such default or inaccuracy, as the case may be, and
requiring it to be remedied and stating that such notice is a "Notice of
Default" under the Indenture;
(v) certain events of bankruptcy, insolvency, receivership or reorganization of
the Issuer of the Bonds; and
(vi) the Issuer ceases to be a "qualified REIT subsidiary" within the meaning
of Section 856(i) of the Code.
If an Issuer Event of Default with respect to the Bonds should occur and be
continuing, the Indenture Trustee, upon the written request of the holders of
Bonds representing more than 50% of the Voting Rights for each class of Bonds
affected thereby, will be required to declare all of the Bonds to be due and
payable, together with accrued and unpaid interest thereon. For so long as any
Offered Bond is outstanding, it will not be an Issuer Event of Default if
Accrued Bond Interest payments are not made to the holders of the Class F and
Class G Bonds or the Class X Shortfalls are not paid; provided, however, an
Issuer Event of Default will occur if all accrued and unpaid interest is not
paid to the holders of the Class F and Class G Bonds or all Class X Shortfalls
are not paid in full by their respective stated maturities. Such declaration of
acceleration and its consequences may under certain circumstances (including
the remediation by the Issuer of all existing Issuer Events of Default with
respect to the Bonds) be rescinded and annulled by the holders of Bonds
representing more than 50% of the Voting Rights for each class of Bonds;
provided, that the Indenture Trustee is reimbursed for all costs and expenses
incurred in connection with such declaration of acceleration and any related
rescission or annulment.
The Indenture provides that the Indenture Trustee will, within 10 days after
the occurrence of an Issuer Event of Default, mail to the holders of the Bonds
notice of all uncured or unwaived defaults known to it; provided that, except
in the case of an Issuer Event of Default in the payment of the principal or
purchase price of or interest on any Bond, the Indenture Trustee shall be
protected in withholding such notice if it determines in good faith that the
withholding of such notice is in the interest of the Bondholders.
If following an Issuer Event of Default the Bonds have been declared to be due
and payable, the Indenture Trustee will be required to liquidate the related
Mortgage Loans, but only (i) upon the written request of the holders of more
than 50% of the Voting Rights of each Class of Offered Bonds (or, if no Offered
Bonds are outstanding, the most senior Class of Private Bonds then outstanding)
or (ii) if the portion of the proceeds of such sale or liquidation that is
payable to the Bondholders will not be sufficient to discharge in full all
amounts then due and unpaid upon the outstanding Bonds for principal and
interest, upon the request of the holders of 100% of the Voting
S-126
<PAGE>
Rights of the Offered Bonds outstanding (or, if no Offered Bonds are
outstanding, the Private Bonds then outstanding). For purposes of the
foregoing, Bonds held by the Issuer, the Depositor or any affiliate thereof
will be deemed not to be outstanding. The proceeds of a sale of Mortgage Loans
will be applied to the payment of amounts due the Indenture Trustee and other
administrative and servicing expenses specified in the Indenture, and then paid
to the Bondholders of each Class as set forth under "Description of the Bonds--
Payments on the Bonds--Priority of Payments" in this prospectus supplement.
Subject to the provisions of the Indenture regarding the duties of the
Indenture Trustee, in case an Issuer Event of Default in respect of the Bonds
shall occur and be continuing, the Indenture Trustee will be under no
obligation to exercise any of the rights or powers under the Indenture at the
request or direction of any of the Bondholders, unless such Bondholders shall
have offered to the Indenture Trustee reasonable security or indemnity.
Control by Bondholders. The holders of the Bonds representing more than 50% of
the Voting Rights will have the right to direct the time, method and place of
conducting any suit in equity, action at law or other judicial or
administrative proceeding (each, a "Proceeding") for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred on the
Indenture Trustee; provided, that: (i) such direction may not be in conflict
with any rule of law or with the Indenture; (ii) the Indenture Trustee shall
have been provided with indemnity reasonably satisfactory to it; (iii) any
direction to the Indenture Trustee to declare all of the Bonds to be
immediately due and payable following an Issuer Event of Default, or to rescind
any such declaration, shall be by the holders of Bonds representing more than
50% of the Voting Rights of the Bonds; (iv) any direction to the Indenture
Trustee to sell or liquidate all or any portion of the Mortgage Loans securing
the Bonds shall be by the holders of Bonds representing more than 50% of the
Voting Rights for each class of Offered Bonds (or the holders of 100% of the
Voting Rights of the Classes of Offered Bonds if the proceeds of such sale or
liquidation will not be sufficient to discharge in full all amounts then due
and unpaid on such Bonds); and (v) the Indenture Trustee may take any other
action deemed proper by the Indenture Trustee which is not inconsistent with
such direction. Notwithstanding the rights of Bondholders set forth above, the
Indenture Trustee need not take any action which it determines might involve it
in liability or may be unjustly prejudicial to the Bondholders not consenting
thereto.
Prior to the declaration of the acceleration of the maturity of the Bonds as
described under "--Issuer Events of Default" above, the holders of Bonds
representing more than 50% of the Voting Rights for each class may, on behalf
of the holders of all the Bonds, waive any past default on the part of the
Issuer with respect to the Bonds and its consequences, except a default: (i) in
the payment of principal of or interest on any Bond, which waiver shall require
the waiver by the holders of all of the outstanding Bonds; or (ii) in respect
of a covenant or provision of the Indenture which cannot be modified or amended
without the consent of the holder of each outstanding Bond, which waiver shall
require the waiver by each holder of an outstanding Bond.
No holder of Bonds will have the right to institute any Proceedings with
respect to the Indenture, unless (i) such holder previously has given to the
Indenture Trustee written notice of a continuing Issuer Event of Default, (ii)
the holders of Bonds representing more than 50% of the Voting Rights of the
Bonds (or such other group of Bondholders as may be required for directing the
Indenture
S-127
<PAGE>
Trustee to institute particular Proceedings as described in the first paragraph
of this "--Control by Bondholders" section and shall hold Bonds which, in the
aggregate, represent more than 50% of the Voting Rights) will have made written
request to the Indenture Trustee to institute Proceedings in respect of such
Issuer Event of Default in its own name as Indenture Trustee under the
Indenture, (iii) such holder or holders of Bonds have offered to the Indenture
Trustee adequate indemnity or security satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request, (iv) the Indenture Trustee has, for 60 days after receipt of such
notice, request and offer of indemnity, failed to institute any such Proceeding
and (v) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the holders of Bonds
representing more than 50% of the Voting Rights. Bondholders may exercise their
rights to institute particular Proceedings independently except that no one or
more of the Bondholders shall have any right in any manner to affect, disturb
or prejudice the rights of any other Bondholders or to obtain or to seek to
obtain priority or preference over any other Bondholders or to enforce any
right under the Indenture, except for the equal and ratable benefit of all the
Bondholders.
In the event that the Indenture Trustee receives conflicting requests and
indemnities from two or more groups of Bondholders, each representing less than
a majority, by Voting Rights, the Indenture Trustee will take no action.
For purposes of giving the consents, waivers and directions contemplated in
this "--Control by Bondholders" section and under "--Issuer Events of Default"
above, Bonds held by the Issuer, the Depositor or any affiliate thereof will be
deemed not to be outstanding.
Satisfaction and Discharge of the Indenture. The Indenture will be discharged
as to the Bonds (except with respect to certain continuing rights specified in
the Indenture), (a) (1) upon the delivery to the Indenture Trustee or other
Bond registrar for cancellation of all the Bonds other than Bonds which have
been mutilated, lost or stolen and have been replaced or paid and Bonds for
which money has been deposited in trust for the full payment thereof (and
thereafter repaid to the Issuer for the Bonds or discharged from such trust) as
provided in the Indenture, or (2) at such time as all Bonds not previously
canceled by the Indenture Trustee or other Bond registrar have become due and
payable or, within one year, will become due and payable or be called for
redemption, and the Issuer shall have deposited with the Indenture Trustee an
amount sufficient to repay all of the Bonds, and further, in either such case,
(b) when the Issuer shall have paid all other amounts payable under the
Indenture and certain other conditions specified in the Indenture have been
satisfied.
Release of Collateral. Mortgage Loans may be released from the lien of the
Indenture: (i) upon satisfaction and discharge of the Indenture; (ii) in
connection with the liquidation of a defaulted Mortgage Loan or REO Property;
or (iii) in connection with a material breach of a representation and warranty
or the failure to deliver certain required material documentation with respect
to a Mortgage Loan.
Meetings of Bondholders. Meetings of Bondholders or one or more Classes thereof
may be called at any time and from time to time in connection with any of the
following acts: (i) to give any notice to the Issuer or Indenture Trustee, give
directions to the Indenture Trustee, consent to the waiver of any Issuer Event
of Default under the Indenture, or to take any other action authorized to be
taken by
S-128
<PAGE>
Bondholders in connection therewith; (ii) to remove the Indenture Trustee or
appoint a successor Indenture Trustee; (iii) to consent to the execution of
amendments of the Indenture or supplemental indentures with respect to the
Bonds; or (iv) to take any other action authorized to be taken by or on behalf
of such Bondholders. Such meetings may be called by the Indenture Trustee, the
Issuer or the holders of Bonds representing at least 10% of the Voting Rights
for the Bonds or Class thereof, as applicable.
THE ISSUER
ICCMAC Multifamily and Commercial Trust 1999-1 (the "Issuer") is a business
trust to be formed under the laws of the State of Delaware pursuant to the
Deposit Trust Agreement (the "Deposit Trust Agreement") between Imperial Credit
Commercial Mortgage Acceptance Corp. (the "Depositor") and the Owner Trustee,
for the transactions described in this prospectus supplement. The Deposit Trust
Agreement constitutes the "governing instrument" under the laws of the State of
Delaware relating to business trusts. Ownership of the Issuer will be evidenced
by an ownership certificate (the "Ownership Certificate"). The Depositor
initially will hold the Ownership Certificate, but may transfer such Ownership
Certificate only to an affiliate structured substantially similar to the
Depositor. The Depositor, a California corporation, is a direct wholly-owned
subsidiary of Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC" or
the "Mortgage Loan Seller"). See "The Depositor" in the accompanying
prospectus.
After its formation, the Issuer generally will not engage in any activity other
than (i) acquiring, holding and, pursuant to the Indenture, pledging the
Mortgage Loans and the other assets of the Issuer and proceeds therefrom, (ii)
issuing the Bonds and the Ownership Certificate, (iii) making payments on the
Bonds and the Ownership Certificate and (iv) engaging in other activities that
are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith.
The assets of the Issuer will consist of the Mortgage Loans and certain related
assets.
The Issuer's principal offices are in Wilmington, Delaware, in care of
Wilmington Trust Company, as Owner Trustee, at the address listed below.
S-129
<PAGE>
THE OWNER TRUSTEE
Wilmington Trust Company is the Owner Trustee under the Deposit Trust
Agreement. The Owner Trustee is a Delaware banking corporation and its
principal offices are located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890.
As compensation for the performances of its duties, the Owner Trustee will be
paid $4,000 per annum (the "Owner Trustee Fee") from the Trust Estate.
Neither the Owner Trustee nor any director, officer or employee of the Owner
Trustee will be under any liability to the Issuer or the Bondholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to the Deposit Trust Agreement or for errors in judgment; provided
that none of the Owner Trustee and any director, officer or employee thereof
will be protected against any liability which would otherwise be imposed by
reason of gross negligence or willful misconduct in the performance of
obligations and duties under the Deposit Trust Agreement. All persons into
which the Owner Trustee may be merged or with which it may be consolidated or
any person resulting from such merger or consolidation shall be the successor
of the Owner Trustee under the Deposit Trust Agreement.
S-130
<PAGE>
THE ADMINISTRATOR
Imperial Credit Commercial Asset Management Corp. will be the Administrator
under the Administration Agreement. The Administrator is a California
corporation. Its principal offices are located at 11601 Wilshire Boulevard,
Suite 2080, Los Angeles, California 90025.
The Owner Trustee, on behalf of the Issuer, and the Administrator will enter
into an Administration Agreement (the "Administration Agreement"), pursuant to
which the Administrator will be required to perform (without relieving the
Issuer from liability therefor) certain duties of the Issuer set forth in the
Indenture. As compensation for the performance of its duties, the
Administrator will be paid a fee of $6,000 per annum (the "Administration
Fee") from the Trust Estate.
THE LOAN ORIGINATOR AND PRIMARY SERVICER
Southern Pacific Bank ("SPB"), the Loan Originator and Primary Servicer, is a
California banking corporation and affiliate of the Depositor and ICCMIC. SPB
is supervised and examined by the California Department of Corporations (the
"DOC"), and its deposits are insured by the FDIC. Its principal executive
offices are located at 12300 Wilshire Boulevard, Los Angeles, California 90025
and its telephone number is (310) 442-3300. SPB originates mortgage loans
secured by, among other things, multifamily residences and commercial
properties located primarily in California, Colorado, Oregon, Washington,
Arizona and other areas in the United States, through its two branches in
California and several loan origination offices located in various states. SPB
also acquires mortgage loans through approved mortgage brokers and other
financial institutions in accordance with the underwriting standards
applicable to loans originated by it.
The information concerning the Loan Originator set forth herein has been
provided by SPB and none of the Issuer, the Mortgage Loan Seller, the
Depositor, the Indenture Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer or the Underwriters makes any representation or warranty as
to the accuracy thereof.
In connection with examinations of SPB completed in May 1998 by the Federal
Deposit Insurance Corporation ("FDIC") and the California Department of
Financial Institutions ("CDFI"), the reports of examination (the "Reports of
Examination") criticized SPB for, among other things, deficiencies and
inadequacies in (i) account balancing procedures and posting of general ledger
entries, (ii) account reconcilement, (iii) compliance with applicable federal
and state banking laws and regulations, (iv) SPB's strategic plan to address
its growth and (v) SPB's plan to address year 2000 problems. As a result of
such examinations, SPB entered into a memorandum of understanding with the
FDIC and a memorandum of understanding with the FDIC and the CDFI. The
memoranda of understanding (collectively, the "MOU") require that SPB take
certain measures with respect to the following: (a) maintenance of adequate
accounting control policies consistent with safe and sound banking practices,
(b) reconciliation of general ledger accounts, (c) elimination and/or
correction of certain law violations and implementation of procedures to
prevent future such violations, (d) maintenance of minimum risk-based capital
requirements for a "well capitalized" institution as defined in the rules and
regulations of the FDIC, (e) maintenance of a fully funded loan loss reserve,
(f) the ability of SPB to pay cash dividends, (g) data security procedures,
(h) year 2000 problems and (i) provision of quarterly progress reports. SPB
has informed the Depositor that SPB does not believe that the requirements set
forth in the MOU nor the criticisms contained in the Reports of
S-131
<PAGE>
Examination will have a material adverse effect on SPB. SPB has also informed
the Depositor that the necessary corrective measures required of SPB in the MOU
have largely been completed. If SPB fails to comply with the MOU, SPB and its
affiliates, officers and directors could be subject to various enforcement
actions, including cease and desist orders, criminal and civil penalties,
removal from office, termination of deposit insurance or the revocation of
SPB's charter. Any such enforcement action could have a material adverse effect
on SPB and its ability to perform its obligations as Primary Servicer of the
Mortgage Loans and pursuant to the Warranty Agreement.
SPB will act as the initial Primary Servicer for the Master Servicer. It is
expected that the agreement between the Primary Servicer and the Master
Servicer with respect to the primary servicing of the Mortgage Loans will be
terminated by September 30, 1999. See "Risk Factors--Servicing Transfer" in
this prospectus supplement. The tables below summarize, at the respective dates
indicated, the delinquency and charge-off experience with respect to all first
lien commercial and multifamily mortgage loans underwritten by SPB. The
indicated periods of delinquency are based on the number of days past due on a
contractual basis. The monthly payments under all of such mortgage loans are
due on the first day of each calendar month. Charge-offs are generally
established based upon an appraisal undertaken in connection with the
foreclosure or other conversion of a mortgage loan to real property.
The total amount of mortgage loans on which the data below is based includes
many mortgage loans which were not, as of September 30, 1998, outstanding long
enough to give rise to the possibility of default and charge-off. The
delinquency and charge-off experience with respect to the Mortgage Loans may be
expected to be higher, and may be substantially higher, than indicated below.
(The sum of the amounts and the percentages in the table below may not equal
the totals due to rounding.)
The table below sets forth, for the periods indicated, the prepayment
experience with respect to all commercial and multifamily mortgage loans
underwritten and either originated or purchased by SPB. The table below only
includes information with respect to prepayments for loans that existed in
SPB's portfolio on or after March 31, 1995. The prepayment experience with
respect to the Mortgage Loans may be substantially different from that
indicated below. (The sum of the amounts and the percentages in the table may
not equal the totals due to rounding.)
Southern Pacific Bank
Historical Prepayments
Multifamily and Commercial Property Portfolios
(Including Securitized Loans)
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Nine Months Ended
December 31, December 31, December 31, September 30,
1995 1996 1997 1998
------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C>
Year-to-Date
Prepayments............ $5,933,392 $24,024,904 $56,136,270 $116,456,917
Year-to-Date Annualized
Prepayment(1).......... 2.82%(2)(3) 4.92%(3) 7.69%(3) 12.92%(3)
</TABLE>
- --------
(1) Annualized amount of prepayment in each year divided by the simple average
of beginning and ending principal balance (balance has been annualized for
the nine-month period in 1998).
(2) Data for April 1995 through December 1995 was annualized to compute these
accounts.
(3) Delinquency, charge-off, prepayment and outstanding balance data is based
on all multifamily and commercial mortgage loans serviced by SPB, whether
owned or participated.
S-132
<PAGE>
The Master Servicer will initially delegate its primary servicing obligations
in respect of the Mortgage Loans to SPB (in such capacity, the "Primary
Servicer"), but the Master Servicer will remain liable for its obligations
under the Servicing Agreement. The Primary Servicer will be entitled to be paid
a Primary Servicing fee by the Master Servicer, which will be payable monthly
from the Servicing Fee paid to the Master Servicer. The Primary Servicer will
be entitled to reimbursement for certain expenditures approved by the Master
Servicer which the Primary Servicer makes, generally to the same extent as
would the Master Servicer for making the same expenditures. The Master Servicer
may remove SPB as Primary Servicer without cause. See "Risk Factors--Servicing
Transfer" and "Master Servicer and Special Servicer--Servicing and Other
Compensation and Payment of Expenses" in this prospectus supplement.
S-133
<PAGE>
SOUTHERN PACIFIC BANK
HISTORICAL DELINQUENCY AND CHARGE-OFFS
MULTIFAMILY AND COMMERCIAL PROPERTY PORTFOLIOS
(Including Securitized Loans)
<TABLE>
<CAPTION>
At December 31, 1995 At December 31, 1996 At December 31, 1997(3)
------------------------------ ------------------------------- -------------------------------
Percentage of Percentage of Percentage of
Outstanding Outstanding Outstanding
Outstanding Balance of Outstanding Balance of Outstanding Balance of
No. Balance Total Loan No. Balance Total Loans No. Balance Total Loans
--- ------------ ------------- ---- ------------ ------------- ---- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily
Total Loans
Outstanding..... 744 $236,320,744 1323 $421,518,257 1790 $577,306,130
30-59 Days Past
Due............. 0 0 0.00% 0 0 0.00% 14 6,167,117 1.07%
60-89 Days Past
Due............. 2 250,911 0.11% 11 3,306,353 0.78% 5 1,822,328 0.32%
90-119 Days Past
Due............. 4 688,574 0.29% 3 550,490 0.13% 10 3,179,311 0.55%
120 or More Days
Past Due........ 15 2,487,031 1.05% 10 2,125,166 0.50% 19 4,147,824 0.72%
--- ------------ ---- ---- ------------ ---- ---- ------------ ----
Total
Delinquencies... 21 3,426,516 1.45% 24 5,982,009 1.42% 48 15,316,580 2.65%
Year-to-Date
charge-offs(1).. 334,000 0.22% 1,095,147 0.32% 621,066 0.12%
Commercial Total
Loans
Outstanding..... 420 $132,941,068 541 206,205,436 627 251,922,178
30-59 Days Past
Due............. 1 4,000 0.00% 0 0 0.00% 6 875,470 0.35%
60-89 Days Past
Due............. 6 694,767 0.52% 3 1,025,716 0.50% 0 0 0.00%
90-119 Days Past
Due............. 3 223,008 0.17% 0 0 0.00% 2 431,733 0.17%
120 or More Days
Past Due........ 19 4,096,517 3.08% 13 3,052,814 1.48% 13 4,746,566 1.88%
--- ------------ ---- ---- ------------ ---- ---- ------------ ----
Total
Delinquencies... 29 5,018,292 3.77% 16 4,078,530 1.98% 21 6,053,769 2.40%
Year-to-Date
charge-offs(2).. 169,000 0.25% 528,421 0.30% 401,443 0.18%
<CAPTION>
At September 30, 1998(3)
-------------------------------
Percentage of
Outstanding
Outstanding Balance of
No. Balance Total Loans
---- ------------ -------------
<S> <C> <C> <C>
Multifamily
Total Loans
Outstanding..... 2135 $708,965,893
30-59 Days Past
Due............. 9 1,867,710 0.26%
60-89 Days Past
Due............. 4 724,977 0.10%
90-119 Days Past
Due............. 3 759,626 0.11%
120 or More Days
Past Due........ 28 6,810,924 0.96%
---- ------------ -------------
Total
Delinquencies... 44 10,163,237 1.43%
Year-to-Date
charge-offs(1).. 198,289 0.03%
Commercial Total
Loans
Outstanding..... 744 312,902,581
30-59 Days Past
Due............. 7 4,942,029 1.58%
60-89 Days Past
Due............. 1 164,876 0.05%
90-119 Days Past
Due............. 2 322,077 0.10%
120 or More Days
Past Due........ 13 3,190,838 1.02%
---- ------------ -------------
Total
Delinquencies... 23 8,619,820 2.75%
Year-to-Date
charge-offs(2).. 0 0.00%
</TABLE>
- ----
(1) The percentages for "Year-to-Date charge-offs" are calculated based upon
the average outstanding balance of all multifamily loans for the year
(data annualized for the nine-month period in 1998).
(2) The percentages for "Year-to-Date charge-offs" are calculated based upon
the average outstanding balance of all commercial loans for the year (data
annualized for the nine-month period in 1998).
(3) Delinquency, charge-off, prepayment and outstanding balance data is based
on all multifamily and commercial mortgage loans serviced by SPB, whether
owned or participated.
S-134
<PAGE>
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
The following discussion contains general summaries of certain legal aspects of
Mortgage Loans secured by Mortgaged Properties located in California
(approximately 56.2% of the Mortgage Loans by Initial Pool Balance). The
summaries do not purport to be complete and are qualified in their entirety by
reference to the applicable federal and state laws governing the Mortgage
Loans.
California and various other states have imposed statutory prohibitions or
limitations that limit the remedies of a mortgagee under a mortgage or a
beneficiary under a deed of trust. Certain of the Mortgage Loans are
nonrecourse loans as to which, in the event of default by a borrower, recourse
may be had only against the specific property pledged to secure the Mortgage
Loan and not against the borrower's other assets. Even if recourse is available
pursuant to the terms of the Mortgage Loan, certain states have adopted
statutes that impose prohibitions against or limitations on such recourse. The
limitations described below may restrict the ability of the Master Servicer,
the Primary Servicer or the Special Servicer, as applicable, to realize on the
Mortgage Loans and may adversely affect the amount and timing of receipts on
the Mortgage Loans.
California statutes limit the right of the beneficiary to obtain a deficiency
judgment against the trustor (i.e., obligor) following the non-judicial
foreclosure sale under a deed of trust. A deficiency judgment is a personal
judgment against the obligor in most cases equal to the difference between the
amount due to the beneficiary and the fair market value of the collateral. No
deficiency judgment is permitted under California law following a non-judicial
sale under the power of sale provision in a deed of trust. Other California
statutes require the beneficiary to exhaust the security afforded under the
deed of trust by foreclosure in an attempt to satisfy the full debt before
bringing a personal action (if otherwise permitted) against the obligor for
recovery of the debt except in certain cases involving environmentally impaired
real property. California case law has held that acts such as an offset of an
unpledged account or the application of rents from secured property prior to
foreclosure, under some circumstances, constitute violations of such statutes.
Violations of such statutes may result in the loss of some or all of the
security under the loan. Finally, other statutory provisions in California
limit any deficiency judgment (if otherwise permitted) against the former
trustor following a judicial sale to the excess of the outstanding debt over
the greater of (i) the fair market value of the property at the time of the
public sale or (ii) the amount of the winning bid in the foreclosure, and give
the borrower a one-year period within which to redeem the property. California
statutes also provide priority to certain tax liens over the lien of previously
recorded deeds of trust. See "Certain Legal Aspects of the Mortgage Loans and
the Leases" in the accompanying prospectus.
S-135
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
General
Set forth below is a summary of certain United States federal income tax
considerations relevant to the beneficial owner of an Offered Bond that holds
the Offered Bond as a capital asset and, unless otherwise indicated below, is a
United States Person (as defined in the accompanying prospectus). This summary
does not address special tax rules which may apply to certain types of
investors, and investors that hold Offered Bonds as part of an integrated
investment. This summary supplements the discussion contained in the
accompanying prospectus under the heading "Federal Income Tax Consequences,"
and supersedes that discussion to the extent that it is inconsistent therewith.
The authorities on which this discussion is based are subject to change or
differing interpretations, and any such change or interpretation could apply
retroactively. This discussion reflects the applicable provisions of the Code,
as well as regulations promulgated by the U.S. Department of the Treasury.
Investors should consult their own tax advisors in determining the federal,
state, local and any other tax consequences to them of the purchase, ownership
and disposition of the Offered Bonds.
Characterization of the Offered Bonds There are no regulations, published
rulings or judicial decisions addressing the characterization for federal
income tax purposes of securities with terms that are substantially the same as
those of the Offered Bonds. A basic premise of United States federal income tax
law is that the economic substance of a transaction generally will determine
the United States federal income tax consequences of such transaction. The
determination of whether the economic substance of a loan secured by an
interest in property is instead a sale of a beneficial ownership interest in
such property has been made by the Internal Revenue Service and the courts on
the basis of numerous factors designed to determine whether the issuer has
relinquished (and the investor has obtained) substantial incidents of ownership
in such property. Among those factors, the primary factors examined are whether
the investor has the opportunity to gain if the property increases in value,
and has the risk of loss if the property decreases in value. Based on an
assessment of these factors, in the opinion of Cadwalader, Wickersham & Taft,
special counsel to the Depositor, the Offered Bonds will be treated as
indebtedness for federal income tax purposes and not as an ownership interest
in the Mortgage Loans or an equity interest in the Issuer. See "Federal Income
Tax Consequences" in the accompanying prospectus.
Classification of the Issuer. Taxable mortgage pool ("TMP") rules enacted as
part of the Tax Reform Act of 1986 treat certain arrangements in which debt
obligations are secured or backed by real estate mortgage loans as taxable
corporations. An entity (or a portion thereof) will be characterized as a TMP
if (i) substantially all of its assets are debt obligations and more than 50
percent of such debt obligations consist of real estate mortgage loans or
interests therein, (ii) the entity is the obligor under debt obligations with
two or more maturities, and (iii) payments on the debt obligations referred to
in (ii) bear a relationship to payments on the debt obligations referred to in
(i). Furthermore, a group of assets held by an entity can be treated as a
separate TMP if the assets are expected to produce significant cash flow that
will support one or more of the entity's issues of debt obligations.
It is anticipated that the Issuer will be characterized as a TMP for federal
income tax purposes. In general, a TMP is treated as a "separate" corporation
not includible with any other corporation in a
S-136
<PAGE>
consolidated income tax return, and is subject to corporate income taxation.
However, it is anticipated that for federal income tax purposes one hundred
percent of the Issuer will at all times be owned by a "qualified REIT
subsidiary" (as defined in Section 856(i) of the Code) of ICCMIC, which is a
"real estate investment trust" (a "REIT") (as defined in Section 856(a) of the
Code). So long as the Issuer is so owned and ICCMIC and such owner (ICCMAC)
qualify as a REIT and as a qualified REIT subsidiary, respectively,
characterization of the Issuer as a TMP will result only in the shareholders of
ICCMIC being required to include in income, as "excess inclusion" income, some
or all of their allocable share of the Issuer's net income that would be
"excess inclusion" income if the Issuer were treated as a "real estate mortgage
investment conduit," within the meaning of Section 860D of the Code.
Characterization of the Issuer as an owner trust (wholly-owned and therefore
ignored for federal income tax purposes) or as a "qualified REIT subsidiary"
would not result in entity-level, corporate income taxation with respect to the
Issuer. If ICCMIC fails to continue to qualify as a REIT or ICCMAC fails to
continue to qualify as a "qualified REIT subsidiary" for federal income tax
purposes, or for any other reason, the net income (after the deduction of
interest and original issue discount, if any, on the Bonds) of the Issuer would
be subject to corporate income tax, reducing cash flow of the Issuer available
to make payments on the Bonds, and the Issuer would not be permitted to be
included in a consolidated income tax return of another corporate entity. No
assurance can be given with regard to the prospective qualification of the
Issuer as either an owner trust or a "qualified REIT subsidiary" or of the
Depositor as a "qualified REIT subsidiary" for federal income tax purposes.
Status as Real Property Loans
Offered Bonds held by a domestic building and loan association will not
constitute "loans. . . secured by an interest in real property" within the
meaning of Section 7701(a)(19)(C)(v) of the Code; Offered Bonds held by a real
estate investment trust will not constitute "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Code and interest on Offered Bonds will
not be considered "interest on obligations secured by mortgages on real
property" within the meaning of Section 856(c)(3)(B) of the Code. In addition,
the Offered Bonds will not be "qualified mortgages" within the meaning of
Section 860G(a)(3) of the Code.
Discount and Premium
For federal income tax reporting purposes, it is anticipated that the Offered
Bonds (other than the Class S Bonds) will not be treated as having been issued
with original issue discount. The Class S Bonds will not bear stated interest
and the original issue discount thereon will equal all amounts scheduled to be
paid thereon over their issue price. The prepayment assumption that will be
used in determining the rate of accrual of original issue discount and of
market discount and premium, if any, for federal income tax purposes will be
based on the assumption that subsequent to the date of any determination the
Mortgage Loans will prepay at 18% CPR, and there will be no extensions of
maturity for any Mortgage Loan. However, no representation is made as to the
rate, if any, at which the Mortgage Loans will prepay. See "Federal Income Tax
Consequences--Taxation of Bonds--Original Issue Discount," "--Market Discount"
and "--Acquisition Premium" in the accompanying prospectus.
S-137
<PAGE>
The Internal Revenue Service (the "IRS") has issued regulations (the "OID
Regulations") under Sections 1271 to 1275 of the Code generally addressing the
treatment of debt instruments issued with original issue discount. Purchasers
of the Offered Bonds should be aware that the OID Regulations and Section
1272(a)(6) of the Code do not adequately address certain issues relevant to, or
are not applicable to, securities such as the Offered Bonds. Prospective
purchasers of the Offered Bonds are advised to consult their tax advisors
concerning the tax treatment of such Bonds.
Certain Classes of the Offered Bonds may be treated for federal income tax
purposes as having been issued at a premium. Whether any holder of such a Class
of Bonds will be treated as holding a Bond with amortizable bond premium will
depend on such Bondholder's purchase price and the payments remaining to be
made on such Bond at the time of its acquisition by such Bondholder. Holders of
such Classes of Bonds should consult their own tax advisors regarding the
possibility of making an election to amortize such premium. See "Federal Income
Tax Consequences--Taxation of Bonds-- Acquisition Premium" in the accompanying
prospectus.
Gain or Loss on Disposition
If an Offered Bond is sold, the seller will recognize gain or loss equal to the
difference between the amount realized from the sale and the seller's adjusted
basis in such Offered Bond. The adjusted basis generally will equal the cost of
such Offered Bond to the seller, increased by any OID included in the seller's
ordinary gross income with respect to the Offered Bond and reduced (but not
below zero) by any payments on the Offered Bond previously received or accrued
by the seller (other than qualified stated interest payments) and any
amortizable premium. Similarly, a Bondholder who receives a principal payment
with respect to an Offered Bond will recognize gain or loss equal to the
difference between the amount of the payment and holder's allocable portion of
his or her adjusted basis in the Offered Bond. Such gain or loss will generally
be a long-term capital gain or loss if the Offered Bond was held for more than
one year.
Taxation of Certain Foreign Investors
Interest, including original issue discount, payable to beneficial owners of
Offered Bonds who are nonresident aliens, foreign corporations, or other Non-
U.S. Persons (i.e., any person who is not a "U.S. Person," as defined below),
will be considered "portfolio interest" and, therefore, generally will not be
subject to 30% United States withholding tax, provided that such Non-U.S.
Person (i) is not a "10-percent shareholder" within the meaning of Code Section
871(h)(3)(B) or a controlled foreign corporation described in Code Section
881(c)(3)(C) with respect to the Mortgage Loan Seller and (ii) provides the
Indenture Trustee, or the person who would otherwise be required to withhold
tax from such payments under Code Section 1441 or 1442, with an appropriate
statement, signed under the penalties of perjury, identifying the beneficial
owner and stating, among other things, that the beneficial owner of the Offered
Bond is a Non-U.S. Person. If such statement, or any other required statement,
is not provided, 30% withholding will apply unless reduced or eliminated
pursuant to an applicable tax treaty or unless the interest on the Offered Bond
is effectively connected with the conduct of a trade or business within the
United States by such Non-U.S. Person. In the latter case, such Non-U.S. Person
will be subject to United States federal income tax at regular rates. Investors
who are Non-U.S. Persons should consult their own tax advisors regarding the
specific tax consequences to them of owning an Offered Bond. The term "U.S.
Person" means a
S-138
<PAGE>
citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury regulations) or other entity created
or organized in or under the laws of the United States or any political
subdivision thereof, an estate that is subject to U.S. federal income tax
regardless of the source of its income, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more such U.S. Persons have the authority to control all
substantial decisions of the trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).
Backup Withholding and Information Reporting
Payments of interest and principal, as well as payments of proceeds from the
sale of Offered Bonds, may be subject to the "backup withholding tax" under
Section 3406 of the Code at a rate of 31% if recipients of such payments fail
to furnish to the payor certain information, including their taxpayer
identification numbers, or otherwise fail to establish an exemption from such
tax. Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against such recipient's federal income tax. Furthermore,
certain penalties may be imposed by the IRS on a recipient of payments that is
required to supply information but that does not do so in the proper manner.
The Issuer will report to Bondholders and to the IRS for each calendar year the
amount of any "reportable payments" during such year and the amount of tax
withheld, if any, with respect to payments on the Offered Bonds.
New Withholding Regulations
On October 6, 1997, the Treasury Department issued new regulations (the "New
Regulations") which make certain modifications to the withholding rules for
investors who are not United States Persons and the backup withholding and
information reporting rules described above. The New Regulations attempt to
unify certification requirements and modify reliance standards. The New
Regulations will generally be effective for payments made after December 31,
1999, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.
CERTAIN ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
impose certain restrictions on (a) employee benefit plans (as defined in
Section 3(3) of ERISA), (b) plans described in Section 4975(e)(1) of the Code,
including individual retirement accounts and Keogh plans, (c) any entities
whose underlying assets include plan assets by reason of a plan's investment in
such entities (each of (a), (b) and (c), a "Plan") and (d) persons who have
certain specified relationships to such Plans ("Parties in Interest" under
ERISA and "Disqualified Persons" under the Code). Moreover, based on the
reasoning of the United States Supreme Court in John Hancock Life Ins. Co. v.
Harris Trust and Sav. Bank, 114 S. Ct. 517 (1993) (the "Harris Case"), a life
insurance company's general
S-139
<PAGE>
account may be deemed to include assets of the Plans investing in the general
account (e.g., through the purchase of an annuity contract). ERISA also imposes
certain duties on persons who are fiduciaries of Plans subject to ERISA and
ERISA and the Code prohibit certain transactions between a Plan and Parties in
Interest or Disqualified Persons with respect to such Plans.
Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA), and if no election has been made under Section 410(d)
of the Code, church plans (as defined in Section 3(33) of ERISA), are not
subject to the ERISA requirements discussed herein. Accordingly, assets of such
plans may be invested in the Offered Bonds without regard to the ERISA
considerations described below, subject to the provisions of applicable
federal, state and local law.
The Depositor, the Indenture Trustee, ICCMIC, the Master Servicer and the
Special Servicer may be the sponsor of or investment advisor with respect to
one or more Plans. Because such parties may receive certain benefits in
connection with the sale of Offered Bonds, the purchase of the Offered Bonds
using Plan assets with respect to which any of such parties has investment
authority or renders investment advice might be deemed to be a violation of the
prohibited transaction rules of ERISA and the Code for which no exemption may
be available. Accordingly, the Offered Bonds should not be purchased using the
assets of any Plan if any of the Depositor, the Indenture Trustee, ICCMIC, the
Master Servicer or the Special Servicer sponsors or has investment authority or
renders investment advice with respect to such assets.
In addition, the Depositor or ICCMIC, because of their activities or the
activities of their affiliates, may be deemed to be a Party in Interest or
Disqualified Person with respect to certain Plans, including but not limited to
Plans sponsored by such entities. If the Offered Bonds are acquired by a Plan
with respect to which the Depositor, ICCMIC or an affiliate is or becomes a
Party in Interest or Disqualified Person, such acquisition or holding of the
Offered Bonds could be deemed to be a direct or indirect extension of credit in
violation of the prohibited transaction rules of ERISA and the Code unless such
transaction were subject to one or more statutory or administrative exceptions
such as Prohibited Transaction Class Exemption ("PTCE") 90-1, which exempts
certain transactions involving insurance company pooled separate accounts; PTCE
95-60, which exempts certain transactions involving insurance company general
accounts; PTCE 91-38, which exempts certain transactions involving bank
collective investment funds; PTCE 84-14, which exempts certain transactions
effected on behalf of a Plan by a "qualified professional asset manager"; or
PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by
certain "in-house asset managers". It should be noted, however, that even if
the conditions specified in one or more of these exemptions are met, the scope
of relief provided by these exemptions may not necessarily cover all acts that
might be construed as prohibited transactions.
Accordingly, prior to making an investment in the Offered Bonds, a Plan
investor must determine whether, and each fiduciary causing the Offered Bonds
to be purchased by, on behalf of or using the assets of a Plan that is subject
to the prohibited transaction rules of Title I of ERISA or Section 4975 of the
Code shall be deemed to have represented that, an exemption from the prohibited
transaction rules applies such that the use of the assets of such Plan to
purchase and hold the Offered Bonds does not and will not constitute a non-
exempt prohibited transaction in violation of Section 406 of ERISA or Section
4975 of the Code, which could be subject to a civil penalty assessed pursuant
to Section 502 of ERISA or a tax imposed under Section 4975 of the Code.
S-140
<PAGE>
Under a regulation issued by the Department of Labor (the "Plan Asset
Regulation"), if a Plan makes an "equity" investment in a corporation,
partnership, trust or certain other entities, the underlying assets and
properties of such entity will be deemed for purposes of ERISA to be assets of
the investing Plan unless certain exceptions set forth in the regulation apply.
The Plan Asset Regulation defines an "equity interest" as any interest in an
entity other than an instrument that is treated as indebtedness under
applicable local law and which has no substantial equity features. If the
Offered Bonds are treated as debt for purposes of the Plan Asset Regulation,
the mortgages and the other assets of the Trust should not be deemed to be
assets of an investing Plan. If, however, the Offered Bonds were treated as
"equity" for purposes of the Plan Asset Regulation, a Plan purchasing such
Offered Bonds could be treated as holding the Mortgage Loans and the other
assets of the Issuer. Although there can be no assurances in this regard, it
appears that the Offered Bonds, which are denominated as debt, should be
treated as debt and not as "equity interests" for purposes of the Plan Asset
Regulation.
It should be noted that the Small Business Job Protection Act of 1996 added new
Section 401(c) of ERISA relating to the status of the assets of insurance
company general accounts under ERISA and Section 4975 of the Code. Pursuant to
Section 401(c), the Department of Labor was required to issue final regulations
(the "General Account Regulations") not later than December 31, 1997 with
respect to insurance policies issued on or before December 31, 1998 that are
supported by an insurer's general account. On December 22, 1997, the Department
of Labor issued proposed General Account Regulations (62 FR 66908 et seq.). The
final General Account Regulations are to provide guidance on which assets held
by the insurer constitute "plan assets" for purposes of the fiduciary
responsibility provisions of ERISA and Section 4975 of the Code. Section 401(c)
also provides that, except in the case of avoidance of the General Account
Regulations and actions brought by the Secretary of Labor relating to certain
breaches of fiduciary duties that also constitute violations of state or
federal criminal law, until the date that is 18 months after the General
Account Regulations become final, no liability under the fiduciary
responsibility and prohibited transaction provisions of ERISA and Section 4975
may be based on a claim that the assets of the general account of an insurance
company constitute the plan assets of any Plan. (The plan asset status of
insurance company separate accounts is unaffected by new Section 401(c) of
ERISA, and separate account assets continue to be treated as the plan assets of
any Plan invested in such separate account.) Because of the breadth of the
holding in the Harris Case, because the safe harbor of Section 401(c) will
terminate, and because of uncertainties with regard to the substance of the
final General Account Regulations, insurance companies purchasing Offered Bonds
with assets of their general account will be regarded, for purposes of the
deemed representation discussed in the second preceding paragraph, to be
purchasing the Offered Bonds with Plan assets.
S-141
<PAGE>
LEGAL INVESTMENT
The Class A-1, Class A-2, Class S, Class A-3 and Class B Bonds will constitute
"mortgage related securities" within the meaning of the Secondary Mortgage
Market Enhancement Act of 1984, as amended ("SMMEA"), for so long as they are
rated in one of the two highest rating categories by at least one nationally
recognized statistical rating organization. The Class C, Class D and Class E
Bonds will not constitute "mortgage related securities" within the meaning of
SMMEA.
Investors whose investment activities are subject to review by certain
regulatory authorities may be or may become subject to restrictions, which may
be retroactively imposed by such regulatory authorities, on the investment by
such institutions in certain forms of mortgage-backed securities. Furthermore,
certain states have enacted legislation overriding the legal investment
provisions of SMMEA.
Except as to the status of certain classes of Offered Bonds as "mortgage
related securities," no representations are made as to the proper
characterization of any Class of Offered Bonds for legal investment, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase any class of Offered Bonds under applicable
legal investment restrictions. These uncertainties may adversely affect the
liquidity of the Offered Bonds. Accordingly, all institutions whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their own legal advisors in determining whether and to what extent the Offered
Bonds constitute a legal investment or are subject to investment, capital or
other restrictions. See "Legal Investment" in the accompanying prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting Agreement (the
"Underwriting Agreement") among the Depositor, the Mortgage Loan Seller and
J.P. Morgan Securities Inc., Prudential Securities Incorporated and Imperial
Capital, LLC (collectively, the "Underwriters"), the Depositor has agreed to
sell to the Underwriters and each of the Underwriters has agreed to severally
and not jointly purchase from the Depositor upon issuance the Bond Principal
Amounts of the Class A-1, Class A-2, Class S, Class A-3, Class B and Class C
Bonds (collectively, the "Underwritten Offered Bonds") set forth opposite their
respective names below.
<TABLE>
<CAPTION>
Principal Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of Amount of
Class A-1 Class A-2 Class S Class A-3 Class B Class C
Underwriter Bonds Bonds Bonds Bonds Bonds Bonds
----------- ------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
J.P. Morgan Securities
Inc.................... $ 50,000,000 $80,089,450 $11,542,500 $ -- $ -- $ 8,312,050
Prudential Securities
Incorporated........... 45,000,000 10,000,000 -- 16,574,650 11,049,450 5,500,000
Imperial Capital, LLC... 5,000,000 4,741,550 607,500 872,350 581,550 726,950
------------ ----------- ----------- ----------- ----------- -----------
Total.................. $100,000,000 $94,831,000 $12,150,000 $17,447,000 $11,631,000 $14,539,000
============ =========== =========== =========== =========== ===========
</TABLE>
It is expected that delivery of the Underwritten Offered Bonds will be made
only in book-entry form through the Same Day Funds Settlement System of DTC on
or about March 10, 1999, against payment therefor in immediately available
funds.
S-142
<PAGE>
The Underwriting Agreement provides that the obligation of the Underwriters to
pay for and accept delivery of the Underwritten Offered Bonds is subject to,
among other things, the receipt of certain legal opinions and to the
conditions, among others, that no stop order suspending the effectiveness of
the Depositor's Registration Statement shall be in effect, and that no
proceedings for such purpose shall be pending before or threatened by the
Commission.
The distribution of the Underwritten Offered Bonds by the Underwriters may be
effected from time to time in one or more negotiated transactions, or
otherwise, at varying prices to be determined at the time of sale. Proceeds to
the Depositor from the sale of the Underwritten Offered Bonds, before deducting
expenses payable by the Depositor, will be approximately 99.2263% of the
aggregate Bond Principal Amount of the Underwritten Offered Bonds. The
Underwriters may effect such transactions by selling the Underwritten Offered
Bonds to or through dealers, and such dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the
Underwriters for whom they act as agent. In connection with the sale of the
Underwritten Offered Bonds, the Underwriters may be deemed to have received
compensation from the Issuer in the form of underwriting discounts, commissions
or concessions. The Underwriters and any dealers that participate with the
Underwriters in the distribution of the Underwritten Offered Bonds may be
deemed to be underwriters and any profit on the resale of the Underwritten
Offered Bonds positioned by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933, as amended.
The Underwriting Agreement provides that the Depositor and the Mortgage Loan
Seller will indemnify the Underwriters against, or make contributions to the
Underwriters with respect to, certain liabilities, including liabilities under
the Securities Act of 1933, as amended. Under limited circumstances, the
Underwriters will indemnify the Depositor and the Mortgage Loan Seller against
certain civil liabilities under the Securities Act of 1933, as amended, or
contribute to payments required to be made in respect thereof.
The Issuer has also been advised by the Underwriters that the Underwriters
presently intend to make a market in the Underwritten Offered Bonds; however,
the Underwriters have no obligation to do so, any market making may be
discontinued at any time and there can be no assurance that an active public
market for the Underwritten Offered Bonds will develop. See "Risk Factors--
Risks of Limited Liquidity and Market Value" in this prospectus supplement and
"Risk Factors--Limited Liquidity For Bonds" in the accompanying prospectus.
Currently, the Mortgage Loan Seller has outstanding indebtedness owing to
Morgan Guaranty Trust Company of New York, an affiliate of J.P. Morgan
Securities Inc., such indebtedness having been secured by certain of the
Mortgage Loans prior to their transfer by the Mortgage Loan Seller to the
Depositor in connection with this offering. A portion of the proceeds from the
sale of the Underwritten Offered Bonds will be used to repay a portion of such
indebtedness. See "Use of Proceeds" in the accompanying prospectus.
Imperial Capital, LLC is an affiliate of the Depositor and the Mortgage Loan
Seller.
The Class D and Class E Bonds may be offered by the Depositor from time to time
directly or through an underwriter or agent in one or more negotiated
transactions, or otherwise, at varying prices to be determined at the time of
sale. Proceeds to the Depositor from any sale of the Class D and Class E Bonds
will equal the purchase price paid by the purchaser thereof, net of any
expenses payable by the Depositor and any compensation payable to any such
underwriter or agent.
S-143
<PAGE>
LEGAL MATTERS
The validity of the Bonds and certain federal income tax matters will be passed
upon for the Depositor by Cadwalader, Wickersham & Taft, New York, New York.
Certain legal matters relating to the Bonds will be passed upon for the
Underwriters by Brown & Wood LLP, New York, New York.
RATINGS
It is a condition to the issuance of the Offered Bonds that the respective
Classes thereof receive the following credit ratings from Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), and
Duff & Phelps Credit Rating Co. ("DCR", together, the "Rating Agencies"):
<TABLE>
<CAPTION>
Class S&P Rating DCR Rating
----- ---------- ----------
<S> <C> <C>
Class A-1.............................................. AAA AAA
Class A-2.............................................. AAA AAA
Class S................................................ AAAr AAA
Class A-3.............................................. AAA AA
Class B................................................ AA A
Class C................................................ A Not rated
Class D................................................ BBB Not rated
Class E................................................ BBB- Not rated
</TABLE>
The ratings on the Offered Bonds address the likelihood of the timely receipt
by holders thereof of all payments of interest to which they are entitled on
each Payment Date and the ultimate receipt by the holders thereof of all
payments of principal to which they are entitled on or before their Stated
Maturity Dates. The ratings take into consideration the credit quality of the
Mortgage Loans, structural and legal aspects associated with the Offered Bonds,
and the extent to which the payment stream from the Mortgage Loans is adequate
to make payments of principal and interest required under the Offered Bonds.
The ratings on the respective Classes of Offered Bonds do not represent any
assessment of (i) the likelihood or frequency of principal prepayments on the
Mortgage Loans, (ii) the degree to which such prepayments might differ from
those originally anticipated, (iii) whether and to what extent prepayment
premiums will be received or (iv) whether and to what extent LIBOR Deficiency
Amounts and Class S Shortfalls will be received. Also, a security rating does
not represent any assessment of the yield to maturity that investors may
experience. In general, the ratings address credit risk and not prepayment
risk. S&P assigns the additional rating of "r" to highlight classes of
securities that S&P believes may experience high volatility or high variability
in expected returns due to non-credit risks.
There can be no assurance as to whether any rating agency not requested to rate
the Offered Bonds will nonetheless issue a rating to any Class thereof and, if
so, what such rating would be. A rating assigned to any Class of Offered Bonds
by a rating agency that has not been requested by the Depositor to do so may be
lower than the rating assigned thereto by either Rating Agency.
The ratings on the Offered Bonds should be evaluated independently from similar
ratings on other types of securities. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at
any time by the assigning rating organization. Each security rating should be
evaluated independently of any other security rating.
S-144
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<S> <C>
30/360 basis........................................................ S-83
--A--
Accrued Bond Interest............................................... S-91
ACMs................................................................ S-40
Administration Agreement............................................ S-131
Administration Fee.................................................. S-131
Advances............................................................ S-18
Appraisal Reduction Amount.......................................... S-96
Appraisal Reduction Event........................................... S-96
ASAP System......................................................... S-98
Asset Strategy Report............................................... S-112
Assumed Monthly Payment............................................. S-92
Available Interest Payment Amount................................... S-84
Available Payment Amount............................................ S-82
--B--
Balloon Mortgage Loans.............................................. S-9
Balloon Payment..................................................... S-10
Banc One............................................................ S-109
Bankruptcy Code..................................................... S-40
Beneficial Owner.................................................... S-79
Bond Interest Rate.................................................. S-12, S-83
Bond LIBOR Rate..................................................... S-12, S-83
Bond Principal Amounts.............................................. S-78
Bond Redemption Amount.............................................. S-93
Bondholders......................................................... S-78
Bonds............................................................... S-78
--C--
CDFI................................................................ S-131
Cede................................................................ S-79
Cedelbank........................................................... S-19
Cedelbank Participants.............................................. S-80
Class............................................................... S-78
Class S Distributable Amount........................................ S-14, S-84
Class S Early Termination Amount.................................... S-93
Class S Rate........................................................ S-14
Class S Scheduled Payment........................................... S-14
Class S Shortfall................................................... S-14, S-84
Class X Distributable Amount........................................ S-94
Class X Early Termination Amount.................................... S-93
Class X Scheduled Payment........................................... S-94
Class X Shortfall................................................... S-94
Clearance Cooperative............................................... S-80
Closing Date........................................................ S-78
Code................................................................ S-22, S-139
</TABLE>
S-145
<PAGE>
<TABLE>
<S> <C>
Collateral................................................................ S-78
Collection Account........................................................ S-116
</TABLE>
<TABLE>
<S> <C>
Collection Period.................................................. S-83
Commission......................................................... S-77
Corporate Trust Office............................................. S-99
Corrected Mortgage Loan............................................ S-111
CPR................................................................ S-104
Cut-Off Date....................................................... S-7
Cut-Off Date LTV Ratio............................................. S-63
--D--
Data Base Compilation Review....................................... S-40
DCR................................................................ S-22, S-144
Debt Service Coverage Ratio........................................ S-65
Defaulted Mortgage Loan............................................ S-110
Definitive Bonds................................................... S-81
Deposit Trust Agreement............................................ S-129
Depositor.......................................................... S-8, S-129
Depositories....................................................... S-79
Determination Date................................................. S-83
Directing Bondholder............................................... S-113
Disposition Fee.................................................... S-114
Disqualified Persons............................................... S-139
DOC................................................................ S-131
DSCR............................................................... S-65
DTC................................................................ S-19
DTC Participants................................................... S-79
DTC Registered Bonds............................................... S-79
DTC Services....................................................... S-44
Due Date........................................................... S-47
--E--
Environmental Site Assessment...................................... S-40
ERISA.............................................................. S-22, S-139
Euroclear.......................................................... S-19
Euroclear Operator................................................. S-80
Euroclear Participants............................................. S-80
--F--
FDIC............................................................... S-131
Fixed Voting Rights Percentage..................................... S-100
Form 8-K........................................................... S-77
--G--
General Account Regulations........................................ S-141
--H--
Harris Case........................................................ S-139
</TABLE>
S-146
<PAGE>
<TABLE>
--I--
<S> <C>
ICCMIC............................................................ S-129
Indenture......................................................... S-78
Indenture Trustee Fee............................................. S-101
Indenture Trustee Fee Rate........................................ S-101
Indenture Trustee Report.......................................... S-98
Index............................................................. S-72
Indices........................................................... S-72
Indirect Participants............................................. S-79
Industry.......................................................... S-44
Initial Pool Balance.............................................. S-46
Insurance Proceeds................................................ S-117
Interest Accrual Period........................................... S-91
Interest Rate Adjustment Date..................................... S-9
IRS............................................................... S-112, S-138
Issuer............................................................ S-129
Issuer's Equity................................................... S-94
Issuer Event of Default........................................... S-43, S-125
--L--
LIBOR............................................................. S-12
LIBOR Business Day................................................ S-85
LIBOR Deficiency Amount........................................... S-13, S-83
LIBOR Rate Adjustment Date........................................ S-84
Liquidation Proceeds.............................................. S-117
Loan Committee.................................................... S-75
Loss Mortgage Loan................................................ S-96
LTV............................................................... S-75
--M--
MAI............................................................... S-96
Margin............................................................ S-83
Maturity Date LTV Ratio........................................... S-63
Maximum Mortgage Interest Rate.................................... S-52
Maximum Offered Bond Rate......................................... S-12, S-83
Minimum Mortgage Interest Rate.................................... S-52
Modified Loan..................................................... S-74
Monitoring Bondholders............................................ S-112
Monthly Payment................................................... S-92
Mortgage.......................................................... S-46
Mortgage Interest Rate............................................ S-77
Mortgage Loan..................................................... S-46
Mortgage Loan File................................................ S-115
Mortgage Loan Purchase Agreement.................................. S-46
Mortgage Loan Seller.............................................. S-129
Mortgage Note..................................................... S-46
Mortgage Pool..................................................... S-46
Mortgaged Property................................................ S-46
Mortgagor......................................................... S-46
MOU............................................................... S-131
</TABLE>
S-147
<PAGE>
--N--
<TABLE>
<S> <C>
Net Operating Income ..................................................... S-65
New Regulations........................................................... S-139
NOI....................................................................... S-65
Note Margin............................................................... S-72
Notice of Default......................................................... S-126
</TABLE>
--O--
<TABLE>
<S> <C>
Offered Bonds....................................................... S-78
OID Regulations..................................................... S-138
One Year CMT........................................................ S-9
One-Month LIBOR..................................................... S-12, S-83
Operative Agreements................................................ S-115
Overcollateralization Amount........................................ S-94
Owner Trustee Fee................................................... S-130
Ownership Certificate............................................... S-129
--P--
P&I Advance......................................................... S-18, S-97
Participants........................................................ S-79
Parties in Interest................................................. S-139
Payment Account..................................................... S-118
Payment Adjustment Date............................................. S-9
Payment Date........................................................ S-82
Percentage Interest................................................. S-82
Periodic Cap........................................................ S-52
Permitted Investments............................................... S-116
Plan................................................................ S-22, S-139
Plan Asset Regulation............................................... S-141
Prepayment Interest Excess.......................................... S-88
Prepayment Interest Shortfall....................................... S-88
Prepayment Premium.................................................. S-71
Prepayment Premium Period........................................... S-70
Primary Servicer.................................................... S-133
Prime............................................................... S-9
Prime Rate.......................................................... S-19, S-98
Principal Payment Amount............................................ S-91
Private Bonds....................................................... S-78, S-94
Proceeding.......................................................... S-127
Property Protection Advance......................................... S-18
Property Protection Expenses........................................ S-97
PTCE................................................................ S-140
Purchase Price...................................................... S-47
--R--
Rating Agencies..................................................... S-144
Realized Loss....................................................... S-95
Record Date......................................................... S-82
Reference Bank Rate................................................. S-84
</TABLE>
S-148
<PAGE>
<TABLE>
<S> <C>
REIT............................................................... S-137
REO Account........................................................ S-114
REO Property....................................................... S-19
Reports of Examination............................................. S-131
--S--
S&P................................................................ S-22, S-144
Servicer........................................................... S-47
Servicer Event of Default.......................................... S-121
Servicing Agreement................................................ S-109
Servicing Fee...................................................... S-113
Servicing Fee Rate................................................. S-113
Servicing Standard................................................. S-109, S-111
Servicing Transfer Event........................................... S-110
Six-Month LIBOR.................................................... S-9
SMMEA.............................................................. S-23, S-142
SPB................................................................ S-131
Special Servicer's Appraisal Reduction Estimate.................... S-97
Special Servicer Report............................................ S-99
Special Servicing Fee.............................................. S-113
Special Servicing Fee Rate......................................... S-113
Specially Serviced Mortgage Loan................................... S-110
Stated Maturity Date............................................... S-7
Stated Principal Balance........................................... S-96
Subordinate Bonds.................................................. S-78
Systems............................................................ S-44
--T--
Telerate Screen Page 3750.......................................... S-84
Terms and Conditions............................................... S-80
TMP................................................................ S-136
Trust Estate....................................................... S-78
--U--
Underwriters....................................................... S-142
Underwriting Agreement............................................. S-142
Underwritten Offered Bonds......................................... S-142
Updated Appraisal.................................................. S-97
--V--
Voting Rights...................................................... S-100
--W--
Warranty Agreement................................................. S-47
Weighted Average Remittance Rate................................... S-12, S-83
Workout Fee........................................................ S-114
Workout Fee Rate................................................... S-114
</TABLE>
S-149
<PAGE>
ANNEX A
CERTAIN CHARACTERISTICS OF THE 100 LARGEST MORTGAGE LOANS AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
Zip Year Units or Appraisal Date of Original
Loan Id Property Address City State Code Property Type Built NRSF Value Appraisal LTV
------- ---------------- ---------------- ----- ----- ---------------- ----- -------- ---------- --------- --------
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21700013106 8800-8920 Riverside CA 92509 Retail 1981 93,845 $4,250,000 4-Mar-97 68.59%
Limonite Ave
22720013912 6767 Sunset Los Angeles CA 90028 Mixed Commercial 1990 24,165 $3,500,000 12-Mar-98 71.43%
Blvd.
22650013881 420 S. Sherman Olympia WA 98502 Multifamily 1924 113 $3,350,000 5-Dec-97 73.13%
Street
28700013239 9 West 20th New York NY 10011 Mixed Commercial 1920 30,318 $3,930,000 27-May-97 59.80%
Street
22630014022 6340 Lankershim Los Angeles CA 91606 Multifamily 1964 133 $3,098,000 20-Apr-98 72.63%
Blvd.
22630013906 8101 Langdon Los Angeles CA 91406 Multifamily 1975 123 $2,850,000 5-Mar-98 75.00%
Avenue
21630013617 1919 & 1927 East Anaheim CA 92805 Lodging 1962 175 $3,130,000 7-Nov-97 65.50%
Center St
22650014061 4528 Carlisle Alburquerque NM 87109 Multifamily 1972 140 $4,000,000 27-Apr-98 50.00%
Boulevard NE
21720013885 20502-20540 E. Covina CA 91724 Retail 1989 43,895 $3,000,000 12-Mar-98 65.00%
Arrow Highway
21630013341 215 E. 15th Santa Ana CA 92701 Multifamily 1985 74 $2,350,000 2-Jul-97 77.55%
Street
21630013346 1354, 1374, Upland CA 91786 Multifamily 1962 80 $2,360,000 10-Jul-97 74.58%
1378, 1384, 1388
& 1394 5th Ave
21650013899 13715 Cordary Hawthorne CA 90250 Multifamily 1971 80 $2,225,000 18-Feb-98 77.00%
Avenue
21720013969 801-853 W. Palmdale CA 93551 Retail 1984 43,726 $2,670,000 20-Mar-98 63.67%
Palmdale Blvd.
21700013701 18220 Sherman Reseda CA 91335 Retail 1957 41,420 $2,670,000 10-Dec-97 59.93%
Way
25630013054 12704-14 49th Lakewood WA 98499 Multifamily 1988 94 $2,200,000 24-Feb-97 71.93%
Av/4704-4810
127th St
23600013293 33 W Lower Avondale AZ 85323 Mobile Home Park 1983 141 $2,110,000 4-Jun-97 71.09%
Buckeye Rd
23720013754 2501-2599 8th Berkeley CA 94710 Mixed Commercial 1913 54,148 $2,350,000 21-Jan-98 62.77%
Street
26630013151 6622-6766 North Portland OR 97203 Multifamily 1972 72 $2,515,000 6-Mar-97 58.65%
Fessenden Street
26700013223 1741-1835 Salem OR 97305 Office 1986 34,108 $2,650,000 2-Apr-97 54.72%
Lancaster Dr NE
26700013227 16 & 28 SW First Portland OR 97204 Mixed Commercial 1890 33,408 $3,200,000 13-May-97 46.88%
Avenue
21630013418 1016 E Broadway Glendale CA 91205 Office 1992 17,730 $2,200,000 11-Aug-97 65.05%
22650013606 1076-1082 West Los Angeles CA 90007 Multifamily 1926 32 $2,630,000 28-Aug-97 53.23%
30th St
21720014037 2500-2515 Santa Santa Monica CA 90404 Retail 1988 13,492 $1,850,000 3-Apr-98 75.00%
Monica Boulevard
23630013645 8701 Hillside St Oakland CA 94605 Multifamily 1958 49 $1,850,000 6-Nov-97 75.00%
21630013045 13633 Doty Avene Hawthorne CA 90250 Multifamily 1973 80 $1,875,000 20-Mar-97 72.00%
24630013515 2001 Bristol Rd Laredo TX 78045 Multifamily 1980 110 $1,900,000 3-Sep-97 70.00%
23720013695 3603-07 San Francisco CA 94115 Mixed Use 1908 12,206 $2,500,000 1-Dec-97 52.80%
Sacramento &
405-23 Locust St
21720013824 1021Grandview Glendale CA 91201 Office 1952 38,752 $3,075,000 17-Feb-98 42.28%
Ave.
22720013778 9421-9441 West Houston TX 77036 Office 1983 94,118 $3,100,000 27-Jan-98 41.13%
Sam Houston
Parkway
22630013502 740 W University Tempe AZ 85281 Multifamily 1977 58 $1,950,000 25-Sep-97 65.38%
26600013221 4155 Lancaster Salem OR 97305 Mobile Home Park 1973 90 $2,150,000 1-Apr-97 58.14%
Dr NE
21700013687 11924-48 Los Angeles CA 90066 Mixed Use 1955 19,945 $1,815,000 10-Nov-97 67.85%
Washington Blvd.
And 11925 Louise
Ave.
22700013233 3910 North Long Long Beach CA 90806 Retail 1991 7,231 $1,680,000 18-Apr-97 74.40%
Beach Boulevard
28630013817 5-13 Albough Barkhamsted CT 06063 Multifamily 1970 40 $1,600,000 8-Jan-98 75.00%
Road & 11-13
Wallens Hill
Road
23630013793 136 E. 12th Oakland CA 94606 Multifamily 1946 71 $2,250,000 16-Dec-97 53.33%
Street
29650013880 3200 & 3230 Atlanta GA 30311 Multifamily 1972 78 $1,700,000 9-Feb-98 70.00%
Cushman Circle
SW
24650013384 2130 W Indian Phoenix AZ 85015 Multifamily 1982 70 $1,575,000 19-Aug-97 74.52%
School Rd
23700013672 1950 Martin Berkeley CA 94703 Retail 1952 20,209 $2,350,000 24-Jul-97 48.94%
Luther King Jr
Way
23630013287 200 East Ivanhoe Chandler AZ 85225 Multifamily 1960 85 $1,620,000 19-Jun-97 70.99%
25630013427 205 19th St & Seattle WA 98122 Multifamily 1910 30 $1,700,000 28-Jul-97 67.65%
1820 E John St
26630013408 10305 SE Wilsonville OR 97070 Multifamily 1979 37 $1,775,000 1-Jul-97 64.79%
Wilsonville Rd
24700013970 2865 Janitell Rd Colorado Springs CO 80910 Office 1996 42,656 $1,720,000 19-Sep-96 63.95%
25630013472 7401 Rainier Ave Seattle WA 98118 Multifamily 1959 62 $1,575,000 17-Jul-97 68.25%
S
21700013610 1200-1228 S Montebello CA 90640 Retail 1984 26,515 $1,500,000 22-Nov-97 70.00%
Greenwood Ave
28700013357 342 E 51st St New York NY 10022 Mixed Use 1890 6,800 $1,700,000 27-Jun-97 61.18%
22630013540 5200 East Main Mesa AZ 85205 Mobile Home Park 1959 100 $1,950,000 25-Sep-97 53.08%
St
26650013924 12430 NE Glisan Portland OR 97230 Multifamily 1963 35 $1,400,000 18-Mar-98 73.21%
Street
23720013321 2089 South Campbell CA 95008 Retail 1984 12,027 $1,550,000 12-Jul-97 66.13%
Bascom Avenue
22630013344 760 Plymouth Dr Keizer OR 97303 Multifamily 1964 56 $1,500,000 11-Jul-97 67.67%
N
24650013671 3801 State Malakoff TX 75148 Multifamily 1985 56 $1,870,000 4-Dec-97 53.48%
Highway, 198
22630013611 2902 E Filmore Phoenix AZ 85008 Multifamily 1984 86 $1,970,000 25-Sep-97 50.51%
St
25630013007 17 West Casino Everett WA 98204 Multifamily 1979 40 $1,335,000 25-Nov-96 74.53%
Road
24650014024 405-415 Cora Arlington TX 76011 Multifamily 1980 77 $1,200,000 14-Apr-98 80.00%
Street
24700013000 7211 Regency Houston TX 77036 Office 1979 61,135 $1,800,000 19-Dec-96 53.33%
Square Boulevard
28650013968 1 & 3 Florida Maynard MA 01754 Multifamily 1880 30 $1,265,000 30-Mar-98 74.11%
Court
21630013307 1132 N. Wilmington CA 90744 Multifamily 1987 62 $1,250,000 10-Jun-97 75.00%
Wilmington
Boulevard
22630013658 5110-5118 & 5028 Hyatsville MD 20781 Multifamily 1965 51 $1,250,000 3-Dec-97 74.40%
Edmonston Rd
21630013919 1717 & 1721 N Santa Ana CA 92706 Multifamily 1964 36 $1,155,000 24-Mar-98 80.00%
Spurgeon Street
<CAPTION>
Cut-Off Original Cut Off Cut Off
Date LTV Balance Date Balance Date Rate
------- -------- ---------- ------------ ---------
<C> <C> <C> <C>
67.75% $2,915,000 $2,879,410 8.875%
71.00% $2,500,000 $2,484,997 8.570%
72.74% $2,450,000 $2,436,937 8.150%
58.14% $2,350,000 $2,285,073 9.875%
72.30% $2,250,000 $2,239,968 9.030%
74.57% $2,137,500 $2,125,166 8.360%
64.97% $2,050,000 $2,033,589 9.625%
49.73% $2,000,000 $1,989,315 8.140%
64.60% $1,950,000 $1,938,101 8.820%
76.69% $1,822,500 $1,802,174 9.750%
73.77% $1,760,000 $1,741,045 9.250%
76.49% $1,713,250 $1,701,981 8.440%
62.06% $1,700,000 $1,657,068 8.650%
59.28% $1,600,000 $1,582,792 9.950%
70.83% $1,582,500 $1,558,369 7.875%
70.35% $1,500,000 $1,484,415 9.750%
62.09% $1,475,000 $1,459,193 9.250%
57.91% $1,475,000 $1,456,526 9.125%
53.70% $1,450,000 $1,423,076 9.625%
44.41% $1,500,000 $1,421,023 9.625%
64.45% $1,431,000 $1,417,976 10.250%
52.62% $1,400,000 $1,383,833 9.440%
74.64% $1,387,500 $1,380,813 8.650%
74.25% $1,387,500 $1,373,565 8.750%
71.01% $1,350,000 $1,331,398 9.125%
69.47% $1,330,000 $1,319,888 9.625%
52.16% $1,320,000 $1,304,020 8.875%
41.99% $1,300,000 $1,291,073 8.540%
40.74% $1,275,000 $1,262,829 9.390%
64.64% $1,275,000 $1,260,435 7.250%
57.48% $1,250,000 $1,235,730 9.625%
67.09% $1,231,500 $1,217,711 9.750%
72.29% $1,250,000 $1,214,397 9.500%
74.46% $1,200,000 $1,191,425 8.000%
52.88% $1,200,000 $1,189,827 8.750%
69.63% $1,190,000 $1,183,714 9.570%
73.77% $1,173,750 $1,161,895 9.000%
48.57% $1,150,000 $1,141,415 9.625%
70.16% $1,150,000 $1,136,623 8.375%
66.80% $1,150,000 $1,135,626 7.500%
63.87% $1,150,000 $1,133,715 8.000%
63.19% $1,100,000 $1,086,809 10.250%
67.58% $1,075,000 $1,064,324 7.950%
69.34% $1,050,000 $1,040,150 9.375%
60.59% $1,040,000 $1,029,972 9.625%
52.68% $1,035,000 $1,027,302 10.125%
72.79% $1,025,000 $1,019,038 8.320%
65.24% $1,025,000 $1,011,195 10.480%
67.05% $1,015,000 $1,005,732 9.375%
53.07% $1,000,000 $ 992,494 9.130%
50.02% $ 995,000 $ 985,364 7.625%
73.36% $ 995,000 $ 979,297 7.625%
79.59% $ 960,000 $ 955,133 8.400%
52.25% $ 960,000 $ 940,559 10.500%
73.73% $ 937,500 $ 932,721 8.963%
74.18% $ 937,500 $ 927,258 9.500%
73.74% $ 930,000 $ 921,802 8.750%
79.51% $ 924,000 $ 918,337 8.060%
</TABLE>
A-1
<PAGE>
ANNEX A
CERTAIN CHARACTERISTICS OF THE 100 LARGEST MORTGAGE LOANS AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
Zip Year Units or
Loan Id Property Address City State Code Property Type Built NRSF
------- ---------------------------------------------- ---------------- ----- ----- ---------------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
21630013164 219 N. Avenue 51 Los Angeles CA 90042 Multifamily 1991 44
25630013473 7325 Rainer Ave S Seattle WA 98118 Multifamily 1962 49
25650013805 1723 18th Avenue Seattle WA 98122 Multifamily 1986 19
21720014013 674 W. Arrow Highway San Dimas CA 91773 Retail 1993 5,432
23700013731 17415 Monterey Road Morgan Hill CA 95037 Mixed Commercial 1896 14,087
22700013401 8255 E Raintree Dr Scottsdale AZ 85260 Office 1985 14,863
21700013562 408 S Beach Blvd Anaheim CA 92804 Office 1983 32,792
25700013588 1520 Harrison Ave Centralia WA 98531 Retail 1974 54,105
29630013516 4902-5467 Pine Cluster Lane Orlando FL 32819 Multifamily 1984 44
22700013470 3000-3020 W Lincoln Ave Anaheim CA 92801 Retail 1978 18,120
22650013459 13063 5th St Yucaipa CA 92399 Mobile Home Park 1930 74
24630014052 6427 W. 11th Avenue/1143 Lamar Street Lakewood CO 80214 Multifamily 1971 30
23720013987 551-559 Haight Street San Francisco CA 94117 Mixed Use 1900 10,520
29720014043 958-998 SW 81 Avenue/8010-8020 Kimberley Blvd. North Lauderdale FL 33068 Retail 1980 30,165
22700013443 12841 Valley View Ave La Mirada CA 90638 Retail 1968 19,566
23700013660 1749, 51, 55 & 57 Broadway St Oakland CA 94612 Office 1920 36,198
21720013804 1001 S. Arrowhead San Bernadino CA 92408 Mixed Commercial 1964 47,840
26650013838 755 SE Hogan Road Gresham OR 97080 Multifamily 1970 25
25630013100 6334 Rainier Avenue South Seattle WA 98118 Multifamily 1961 54
22650013613 1810 32nd Place NE Salem OR 97303 Multifamily 1964 48
23700013493 659-665 Valencia Street San Francisco CA 94121 Mixed Use 1924 4,500
22650013748 59 West Center Street Midvale UT 84047 Multifamily 1971 54
25650013536 10 East Casino Rd Everett WA 98203 Multifamily 1994 18
21700013442 7342 Orange Thorpe Ave Buena Park CA 90621 Office 1979 24,058
24700013390 65-97 S Sheridan Blvd Lakewood CO 80226 Retail 1965 26,293
21630013779 13637 Cordary Avenue Hawthorne CA 90250 Multifamily 1964 56
22700013178 111 Avenida Palizada San Clemente CA 92672 Retail 1956 18,244
21630013266 14931 Roscoe Blvd Van Nuys CA 91402 Multifamily 1961 39
21630013903 3189 Euclid Avenue Lynwood CA 90262 Multifamily 1959 45
24720013688 590 North Alma School Rd Chandler AZ 85224 Retail 1980 18,244
23720014000 3919-3925 4th Avenue San Diego CA 92103 Retail 1920 13,314
24630013720 1225 Colorado Blvd Denver CO 80206 Multifamily 1945 30
23700013558 1804-1816 Euclid Ave Berkeley CA 94709 Mixed Use 1919 21,390
25630013077 8501 Midvale Ave N & 8500 Nesbit Ave Seattle WA 98103 Multifamily 1962 23
21630013064 21125 Saticoy St Canoga Park CA 91304 Multifamily 1971 30
21630013497 7862 Lankershim Blvd Highland CA 92408 Multifamily 1986 60
28700013644 230 Rt 206 South Flanders NJ 07836 Mixed Commercial 1987 13,910
29630013732 1387 Grand Concourse Bronx NY 10452 Multifamily 1923 44
21700013110 1401 S. Arville St. Las Vegas NV 89102 Mixed Commercial 1978 14,304
23630013147 2001 And 2023 Broadway And Rumrill San Pablo CA 94806 Multifamily 1994 24
21630013523 1437-1443 West 105th St Los Angeles CA 90047 Multifamily 1964 36
21630012992 11720 Runnymede Street North Hollywood CA 91605 Multifamily 1983 52
<CAPTION>
Appraisal Date of Original Cut-Off Original Cut Off Cut Off
Loan Id Value Appraisal LTV Date LTV Balance Date Balance Date Rate
------- ---------- --------- -------- -------- ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
21630013164 $1,400,000 24-Mar-97 66.00% 65.10% $ 924,000 $911,366 7.875%
25630013473 $1,350,000 17-Jul-97 68.15% 67.46% $ 920,000 $910,700 7.950%
25650013805 $1,200,000 4-Feb-98 75.63% 75.08% $ 907,500 $900,961 8.290%
21720014013 $1,690,000 1-Apr-98 53.25% 53.04% $ 900,000 $896,434 9.600%
23700013731 $1,350,000 13-Nov-97 66.67% 66.18% $ 900,000 $893,432 9.750%
22700013401 $1,400,000 8-Aug-97 64.29% 63.65% $ 900,000 $891,121 9.625%
21700013562 $1,490,000 5-Nov-97 74.50% 59.51% $1,110,000 $886,756 9.580%
25700013588 $1,500,000 18-Aug-97 60.00% 58.78% $ 900,000 $881,652 9.125%
29630013516 $1,320,000 22-Sep-97 66.29% 65.75% $ 875,000 $867,944 9.125%
22700013470 $1,470,000 31-Jul-97 63.95% 58.80% $ 940,000 $864,419 9.500%
22650013459 $1,285,000 2-Sep-97 68.09% 67.23% $ 875,000 $863,900 9.800%
24630014052 $1,136,000 1-May-98 75.00% 74.62% $ 852,000 $847,647 9.125%
23720013987 $1,325,000 18-Mar-98 64.15% 63.85% $ 850,000 $846,027 9.400%
29720014043 $1,300,000 13-Apr-98 65.38% 64.89% $ 850,000 $843,530 8.775%
22700013443 $1,270,000 23-Jun-97 66.93% 65.37% $ 850,000 $830,174 9.875%
23700013660 $1,600,000 12-Nov-97 52.19% 51.76% $ 835,000 $828,218 9.375%
21720013804 $1,100,000 21-Oct-97 75.00% 74.58% $ 825,000 $820,414 9.090%
26650013838 $1,100,000 16-Feb-98 75.00% 74.54% $ 825,000 $819,978 8.790%
25630013100 $1,225,000 21-Mar-97 67.35% 66.40% $ 825,000 $813,357 7.750%
22650013613 $1,090,000 27-Aug-97 75.00% 74.42% $ 817,500 $811,178 8.930%
23700013493 $1,400,000 2-Jul-97 58.14% 57.38% $ 814,000 $803,255 9.750%
22650013748 $2,010,000 2-Jan-98 39.80% 39.52% $ 800,000 $794,258 8.940%
25650013536 $1,230,000 26-Sep-97 65.04% 64.52% $ 800,000 $793,565 8.960%
21700013442 $1,300,000 19-Aug-97 61.54% 60.92% $ 800,000 $791,909 8.875%
24700013390 $1,135,000 1-Aug-97 70.00% 69.36% $ 794,500 $787,269 10.250%
21630013779 $1,218,000 30-Jan-98 64.66% 64.27% $ 787,500 $782,764 9.250%
22700013178 $ 990,000 17-Apr-97 80.81% 78.66% $ 800,000 $778,775 9.625%
21630013266 $1,050,000 2-May-97 75.00% 74.16% $ 787,500 $778,629 8.875%
21630013903 $1,065,000 3-Mar-98 72.89% 72.47% $ 776,250 $771,846 9.210%
24720013688 $1,155,000 14-Nov-97 64.94% 64.18% $ 750,000 $741,226 9.375%
23720014000 $ 975,000 19-Mar-98 75.00% 74.38% $ 731,250 $725,225 9.025%
24630013720 $ 970,000 10-Dec-97 74.61% 73.99% $ 723,750 $717,665 8.750%
23700013558 $1,100,000 23-Jul-97 65.45% 64.85% $ 720,000 $713,394 8.875%
25630013077 $ 975,000 3-Mar-97 73.33% 72.23% $ 715,000 $704,282 7.375%
21630013064 $1,100,000 10-Mar-97 64.64% 63.78% $ 711,000 $701,591 9.625%
21630013497 $1,015,000 22-Sep-97 69.66% 68.97% $ 707,000 $700,029 8.875%
28700013644 $1,025,000 10-Sep-97 68.29% 67.92% $ 700,000 $696,211 10.500%
29630013732 $1,230,000 23-Dec-97 56.91% 56.40% $ 700,000 $693,709 8.875%
21700013110 $1,220,000 4-Mar-97 57.38% 56.75% $ 700,000 $692,304 9.750%
23630013147 $ 925,000 25-Mar-97 75.14% 74.04% $ 695,000 $684,832 7.500%
21630013523 $ 855,000 3-Oct-97 84.40% 79.25% $ 721,650 $677,545 8.500%
21630012992 $1,050,000 12-Feb-97 65.33% 64.42% $ 686,000 $676,417 9.750%
</TABLE>
A-2
<PAGE>
ANNEX A
CERTAIN CHARACTERISTICS OF THE 100 LARGEST MORTGAGE LOANS AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
Remaining First
Monthly Remaining Amortization Payment Maturity Underwritten Date of Original Rate Loan Periodic
Loan Id Payment Term Term Date Date NOI NOI DSCR Type Index Margin Cap
------- ------- --------- ------------ -------- -------- ------------ --------- -------- ----- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21700013106 $23,204.21 339 339 1-Jun-97 1-May-27 $387,841 24-Mar-97 1.52x ARM 6MOLIBOR 3.950% 2.0%
22720013912 $19,347.00 111 351 1-Jun-98 1-May-08 $331,231 26-Mar-98 1.43x FIXED FIXED N/A N/A
22650013881 $18,234.08 112 352 1-Jul-98 1-Jun-08 $306,892 6-May-98 1.40x FIXED FIXED N/A N/A
28700013239 $22,478.50 221 221 1-Aug-97 1-Jul-17 $390,265 2-Jun-97 1.59x ARM 6MOLIBOR 4.750% 2.0%
22630014022 $18,152.58 352 352 1-Jul-98 1-Jun-28 $364,498 24-Apr-98 1.67x ARM 6MOLIBOR 3.250% 1.5%
22630013906 $16,223.90 351 351 1-Jun-98 1-May-28 $277,536 20-Mar-98 1.43x ARM 1YRCMT 2.990% 1.5%
21630013617 $17,399.00 347 347 1-Feb-98 1-Jan-28 $290,100 1-Dec-97 1.61x ARM 6MOLIBOR 4.500% 1.5%
22650014061 $14,870.96 112 352 1-Jul-98 1-Jun-08 $224,782 11-May-98 1.26x FIXED FIXED N/A N/A
21720013885 $15,438.26 110 350 1-May-98 1-Apr-08 $340,940 20-Mar-98 1.84x FIXED FIXED N/A N/A
21630013341 $15,624.12 342 342 1-Sep-97 1-Aug-27 $246,851 21-Jul-97 1.61x ARM 6MOLIBOR 4.000% 1.5%
21630013346 $14,467.35 342 342 1-Sep-97 1-Aug-27 $267,551 21-Jul-97 1.69x ARM 6MOLIBOR 3.500% 1.5%
21650013899 $13,100.63 110 350 1-May-98 1-Apr-08 $202,690 1-Mar-98 1.29x FIXED FIXED N/A N/A
21720013969 $16,890.39 111 171 1-Jun-98 1-May-08 $316,690 15-Apr-98 1.56x FIXED FIXED N/A N/A
21700013701 $14,482.86 107 287 1-Feb-98 1-Jan-08 $270,603 9-Dec-97 1.56x FIXED FIXED N/A N/A
25630013054 $11,485.67 338 338 1-May-97 1-Apr-27 $201,083 12-Mar-97 1.51x ARM 1YRCMT 3.250% 1.5%
23600013293 $12,869.28 342 342 1-Sep-97 1-Aug-27 $198,963 20-Jun-97 1.51x ARM 6MOLIBOR 4.000% 1.5%
23720013754 $12,631.64 108 288 1-Mar-98 1-Feb-08 $248,346 30-Jan-98 1.64x FIXED FIXED N/A N/A
26630013151 $11,987.99 340 340 1-Jul-97 1-Jun-27 $226,955 7-Apr-97 1.79x ARM 6MOLIBOR 4.000% 1.5%
26700013223 $12,778.94 160 280 1-Jul-97 1-Jun-12 $213,216 7-May-97 1.59x ARM 6MOLIBOR 4.500% 2.0%
26700013227 $15,749.71 161 161 1-Aug-97 1-Jul-12 $245,709 23-May-97 1.45x ARM 6MOLIBOR 4.500% 2.0%
21630013418 $12,804.28 343 343 1-Oct-97 1-Sep-27 $236,439 26-Aug-97 1.80x ARM 6MOLIBOR 4.500% 2.0%
22650013606 $12,173.42 107 287 1-Feb-98 1-Jan-08 $195,631 21-Nov-97 1.34x FIXED FIXED N/A N/A
21720014037 $10,816.53 112 352 1-Jul-98 1-Jun-08 $179,288 10-Apr-98 1.38x FIXED FIXED N/A N/A
23630013645 $10,890.95 347 347 1-Feb-98 1-Jan-28 $173,187 3-Dec-97 1.42x ARM 6MOLIBOR 3.650% 1.0%
21630013045 $10,971.93 338 338 1-May-97 1-Apr-27 $196,601 6-Nov-96 1.74x ARM 6MOLIBOR 3.750% 1.5%
24630013515 $11,304.86 106 346 1-Jan-98 1-Dec-07 $178,580 29-Sep-97 1.32x FIXED FIXED N/A N/A
23720013695 $10,964.63 107 347 1-Feb-98 1-Jan-08 $157,852 1-Dec-97 1.25x FIXED FIXED N/A N/A
21720013824 $10,032.76 109 349 1-Apr-98 1-Mar-08 $259,174 25-Feb-98 2.15x FIXED FIXED N/A N/A
22720013778 $11,042.30 109 289 1-Apr-98 1-Mar-08 $365,519 6-Feb-98 2.76x FIXED FIXED N/A N/A
22630013502 $ 8,704.65 345 345 1-Dec-97 1-Nov-27 $171,363 9-Oct-97 1.64x ARM 1YRCMT 3.250% 1.5%
26600013221 $10,613.39 100 340 1-Jul-97 1-Jun-07 $178,886 7-May-97 1.63x ARM 6MOLIBOR 4.500% 2.0%
21700013687 $10,974.36 107 287 1-Feb-98 1-Jan-08 $183,082 23-Dec-97 1.39x FIXED FIXED N/A N/A
22700013233 $11,653.97 221 221 1-Aug-97 1-Jul-17 $158,012 2-Jun-97 1.23x ARM 6MOLIBOR 4.375% 2.0%
28630013817 $ 8,803.13 350 350 1-May-98 1-Apr-28 $161,641 10-Feb-98 1.53x ARM 1YRCMT 3.375% 1.5%
23630013793 $ 9,432.62 349 349 1-Apr-98 1-Mar-28 $262,242 3-Feb-98 2.54x ARM 1YRCMT 3.625% 2.0%
29650013880 $10,067.00 110 350 1-May-98 1-Apr-08 $164,635 19-Mar-98 1.36x FIXED FIXED N/A N/A
24650013384 $ 9,444.26 103 343 1-Oct-97 1-Sep-07 $151,615 11-Aug-97 1.34x FIXED FIXED N/A N/A
23700013672 $ 9,765.73 347 347 1-Feb-98 1-Jan-28 $325,685 19-Nov-97 3.22x ARM 6MOLIBOR 4.500% 2.0%
23630013287 $ 8,736.80 103 343 1-Oct-97 1-Sep-07 $141,087 1-Jul-97 1.40x ARM 1YRCMT 3.250% 1.5%
25630013427 $ 8,045.50 344 344 1-Nov-97 1-Oct-27 $134,567 27-Aug-97 1.43x ARM 1YRCMT 2.950% 1.5%
26630013408 $ 8,420.13 343 343 1-Oct-97 1-Sep-27 $135,154 5-Aug-97 1.37x ARM 1YRCMT 2.950% 1.5%
24700013970 $ 9,843.31 337 337 1-Apr-97 1-Mar-27 $183,259 5-Feb-97 1.85x ARM 6MOLIBOR 4.500% 2.0%
25630013472 $ 7,856.25 345 345 1-Dec-97 1-Nov-27 $137,178 11-Sep-97 1.46x ARM 1YRCMT 3.500% 1.5%
21700013610 $ 8,711.39 347 347 1-Feb-98 1-Jan-28 $174,460 3-Dec-97 2.15x ARM 6MOLIBOR 4.250% 2.0%
28700013357 $ 8,831.37 343 343 1-Oct-97 1-Sep-27 $140,634 23-Jul-97 1.50x ARM 6MOLIBOR 3.950% 2.0%
22630013540 $ 9,168.77 70 346 1-Jan-98 1-Dec-04 $150,039 29-Oct-97 1.57x ARM 6MOLIBOR 5.000% 1.5%
26650013924 $ 7,750.99 111 351 1-Jun-98 1-May-08 $112,677 8-Apr-98 1.21x FIXED FIXED N/A N/A
23720013321 $ 9,663.23 102 282 1-Sep-97 1-Aug-07 $143,898 16-Jul-97 1.24x FIXED FIXED N/A N/A
22630013344 $ 8,437.49 344 344 1-Nov-97 1-Oct-27 $137,662 21-Jul-97 1.50x ARM 6MOLIBOR 4.000% 1.5%
24650013671 $ 8,139.95 107 347 1-Feb-98 1-Jan-08 $133,826 12-Dec-97 1.37x FIXED FIXED N/A N/A
22630013611 $ 7,043.19 347 347 1-Feb-98 1-Jan-28 $176,271 2-Dec-97 2.16x ARM 1YRCMT 3.000% 1.5%
25630013007 $ 7,051.49 338 338 1-May-97 1-Apr-27 $110,737 26-Feb-97 1.33x ARM 1YRCMT 3.000% 1.5%
<CAPTION>
Reset Next Rate
Maximum Minimum Frequency Change
Loan Id Rate Rate (months) Date Loan Purpose
------- -------- ------- --------- --------- -----------------
<S> <C> <C> <C> <C> <C>
21700013106 13.950% 7.950% 6 1-May-99 Purchase
22720013912 N/A N/A N/A N/A Purchase
22650013881 N/A N/A N/A N/A Cashout Refinance
28700013239 14.500% 8.500% 6 1-Jul-99 Refinance
22630014022 13.250% 9.030% 6 1-Jun-99 Purchase
22630013906 13.250% 8.360% 6 1-May-99 Purchase
21630013617 13.450% 7.950% 6 1-Jul-99 Cashout Refinance
22650014061 N/A N/A N/A N/A Cashout Refinance
21720013885 N/A N/A N/A N/A Purchase
21630013341 13.500% 7.500% 6 1-Aug-99 Purchase
21630013346 14.250% 8.250% 6 1-Aug-99 Purchase
21650013899 N/A N/A N/A N/A Purchase
21720013969 N/A N/A N/A N/A Refinance
21700013701 N/A N/A N/A N/A Refinance
25630013054 13.500% 7.500% 6 1-Apr-99 Purchase
23600013293 14.000% 8.000% 6 1-Aug-99 Purchase
23720013754 N/A N/A N/A N/A Cashout Refinance
26630013151 13.750% 7.750% 6 1-Jun-99 Cashout Refinance
26700013223 13.950% 7.950% 6 1-Jun-99 Refinance
26700013227 13.750% 7.750% 6 1-Jul-99 Cashout Refinance
21630013418 13.950% 8.450% 6 1-Mar-99 Refinance
22650013606 N/A N/A N/A N/A Cashout Refinance
21720014037 N/A N/A N/A N/A Refinance
23630013645 13.250% 7.950% 6 1-Jul-99 Cashout Refinance
21630013045 13.500% 7.500% 6 1-Apr-99 Purchase
24630013515 N/A N/A N/A N/A Refinance
23720013695 N/A N/A N/A N/A Refinance
21720013824 N/A N/A N/A N/A Cashout Refinance
22720013778 N/A N/A N/A N/A Cashout Refinance
22630013502 13.250% 7.250% 6 1-May-99 Cashout Refinance
26600013221 13.950% 7.950% 6 1-Jun-99 Cashout Refinance
21700013687 N/A N/A N/A N/A Refinance
22700013233 13.875% 8.375% 6 1-Jul-99 Cashout Refinance
28630013817 13.990% 7.990% 6 1-Apr-99 Purchase
23630013793 13.250% 7.750% 6 1-Mar-99 Purchase
29650013880 N/A N/A N/A N/A Cashout Refinance
24650013384 N/A N/A N/A N/A Purchase
23700013672 13.500% 8.000% 6 1-Jul-99 Refinance
23630013287 13.450% 7.950% 6 1-Mar-99 Purchase
25630013427 13.250% 7.250% 6 1-Apr-99 Purchase
26630013408 13.500% 7.750% 6 1-Mar-99 Refinance
24700013970 13.950% 8.250% 6 1-Mar-99 Cashout Refinance
25630013472 13.450% 7.950% 6 1-May-99 Cashout Refinance
21700013610 13.700% 6.700% 6 1-Jul-99 Purchase
28700013357 13.750% 8.250% 6 1-Mar-99 Purchase
22630013540 14.000% 8.500% 6 1-Jun-99 Refinance
26650013924 N/A N/A N/A N/A Cashout Refinance
23720013321 N/A N/A N/A N/A Refinance
22630013344 13.750% 8.250% 6 1-Apr-99 Purchase
24650013671 N/A N/A N/A N/A Cashout Refinance
22630013611 13.250% 7.250% 6 1-Jul-99 Refinance
25630013007 13.500% 7.500% 6 1-Apr-99 Purchase
</TABLE>
A-3
<PAGE>
ANNEX A
CERTAIN CHARACTERISTICS OF THE 100 LARGEST MORTGAGE LOANS AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
Remaining First
Monthly Remaining Amortization Payment Maturity Underwritten Date of Original Rate Periodic
Loan Id Payment Term Term Date Date NOI NOI DSCR Type Loan Index Margin Cap
------- ------- --------- ------------ -------- -------- ------------ --------- -------- ----- ---------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24650014024 $ 7,313.65 112 352 1-Jul-98 1-Jun-08 $114,399 4-May-98 1.30x FIXED FIXED N/A N/A
24700013000 $ 9,039.14 277 277 1-Apr-97 1-Mar-22 $183,692 21-Feb-97 2.07x ARM 6MOLIBOR 4.750% 2.0%
28650013968 $ 7,518.40 111 351 1-Jun-98 1-May-08 $153,669 17-Apr-98 1.70x FIXED FIXED N/A N/A
21630013307 $ 7,871.46 342 342 1-Sep-97 1-Aug-27 $147,266 1-Jul-97 1.83x ARM 6MOLIBOR 3.750% 1.5%
22630013658 $ 7,308.94 347 347 1-Feb-98 1-Jan-28 $145,361 16-Dec-97 1.86x ARM 6MOLIBOR 3.650% 1.5%
21630013919 $ 6,818.66 351 351 1-Jun-98 1-May-28 $113,882 1-Apr-98 1.39x ARM 1YRCMT 2.700% 1.5%
21630013164 $ 6,706.33 340 340 1-Jul-97 1-Jun-27 $114,291 23-Apr-97 1.47x ARM 1YRCMT 3.250% 1.5%
25630013473 $ 6,722.28 345 345 1-Dec-97 1-Nov-27 $113,945 11-Sep-97 1.41x ARM 1YRCMT 3.500% 1.5%
25650013805 $ 6,843.29 109 349 1-Apr-98 1-Mar-08 $ 94,306 14-Feb-98 1.15x FIXED FIXED N/A N/A
21720014013 $ 7,633.44 112 352 1-Jul-98 1-Jun-08 $147,359 1-May-98 1.61x FIXED FIXED N/A N/A
23700013731 $ 7,721.16 348 348 1-Mar-98 1-Feb-28 $118,367 1-Jan-98 1.53x ARM 6MOLIBOR 4.500% 2.0%
22700013401 $ 7,640.81 343 343 1-Oct-97 1-Sep-27 $ 98,363 21-Aug-97 1.21x ARM 6MOLIBOR 3.950% 2.0%
21700013562 $ 7,562.07 346 346 1-Jan-98 1-Dec-27 $133,714 11-Nov-97 1.19x ARM 6MOLIBOR 3.700% 2.0%
25700013588 $ 8,167.27 227 227 1-Feb-98 1-Jan-18 $160,857 17-Nov-97 1.75x ARM 6MOLIBOR 3.950% 2.0%
29630013516 $ 7,117.60 346 346 1-Jan-98 1-Dec-27 $128,571 25-Nov-97 1.63x ARM 6MOLIBOR 4.000% 1.5%
22700013470 $12,153.63 105 105 1-Dec-97 1-Nov-07 $179,405 21-Aug-97 1.29x ARM 6MOLIBOR 4.500% 2.0%
22650013459 $ 7,828.11 105 285 1-Dec-97 1-Nov-07 $119,993 17-Sep-97 1.28x FIXED FIXED N/A N/A
24630014052 $ 6,927.01 352 352 1-Jul-98 1-Jun-28 $103,565 14-May-98 1.36x ARM 6MOLIBOR 4.000% 1.5%
23720013987 $ 7,085.33 111 351 1-Jun-98 1-May-08 $111,933 24-Apr-98 1.32x FIXED FIXED N/A N/A
29720014043 $ 7,002.67 112 352 1-Jul-98 1-Jun-08 $133,966 29-Apr-98 1.59x FIXED FIXED N/A N/A
22700013443 $ 8,127.93 224 224 1-Nov-97 1-Oct-17 $128,465 9-Sep-97 1.40x ARM 6MOLIBOR 4.500% 2.0%
23700013660 $ 6,936.43 347 347 1-Feb-98 1-Jan-28 $121,164 9-Dec-96 1.70x ARM 6MOLIBOR 4.250% 2.0%
21720013804 $ 6,691.64 109 349 1-Apr-98 1-Mar-08 $120,713 13-Feb-98 1.50x FIXED FIXED N/A N/A
26650013838 $ 6,513.87 110 350 1-May-98 1-Apr-08 $ 99,539 12-Mar-98 1.27x FIXED FIXED N/A N/A
25630013100 $ 5,920.64 339 339 1-Jun-97 1-May-27 $111,369 26-Mar-97 1.57x ARM 1YRCMT 3.500% 1.5%
22650013613 $ 6,536.66 107 347 1-Feb-98 1-Jan-08 $104,665 1-Dec-97 1.33x FIXED FIXED N/A N/A
23700013493 $ 7,248.64 285 285 1-Dec-97 1-Nov-22 $120,762 29-Jul-97 1.54x ARM 6MOLIBOR 4.750% 2.0%
22650013748 $ 6,402.48 108 348 1-Mar-98 1-Feb-08 $212,910 26-Jan-98 2.77x FIXED FIXED N/A N/A
25650013536 $ 6,413.97 106 346 1-Jan-98 1-Dec-07 $ 98,757 23-Oct-97 1.28x FIXED FIXED N/A N/A
21700013442 $ 6,361.32 344 344 1-Nov-97 1-Oct-27 $106,074 15-Sep-97 1.54x ARM 6MOLIBOR 3.500% 2.0%
24700013390 $ 7,109.02 343 343 1-Oct-97 1-Sep-27 $124,161 13-Aug-97 1.70x ARM 6MOLIBOR 4.500% 2.0%
21630013779 $ 6,478.01 349 349 1-Apr-98 1-Mar-28 $159,916 10-Feb-98 2.08x ARM 6MOLIBOR 3.500% 1.5%
22700013178 $ 6,706.10 340 340 1-Jul-97 1-Jun-27 $ 75,591 1-May-97 1.08x ARM 6MOLIBOR 4.500% 2.0%
21630013266 $ 6,266.49 341 341 1-Aug-97 1-Jul-27 $106,787 19-Jun-97 1.55x ARM 6MOLIBOR 3.750% 1.5%
21630013903 $ 6,361.86 350 350 1-May-98 1-Apr-28 $125,417 24-Mar-98 1.64x ARM 6MOLIBOR 3.500% 1.5%
24720013688 $ 6,487.68 107 287 1-Feb-98 1-Jan-08 $123,881 24-Oct-97 1.59x FIXED FIXED N/A N/A
23720014000 $ 6,149.15 111 291 1-Jun-98 1-May-08 $ 91,151 27-Apr-98 1.24x FIXED FIXED N/A N/A
24630013720 $ 5,685.27 348 348 1-Mar-98 1-Feb-28 $ 95,857 1-Jan-98 1.62x ARM 6MOLIBOR 3.500% 1.5%
23700013558 $ 5,726.17 346 346 1-Jan-98 1-Dec-27 $ 88,324 7-Nov-97 1.43x ARM 6MOLIBOR 3.750% 2.0%
25630013077 $ 4,948.42 339 339 1-Jun-97 1-May-27 $ 81,999 13-Mar-97 1.38x ARM 1YRCMT 3.125% 1.5%
21630013064 $ 6,032.68 338 338 1-May-97 1-Apr-27 $106,714 22-Mar-97 1.79x ARM 6MOLIBOR 4.250% 1.5%
21630013497 $ 5,619.52 345 345 1-Dec-97 1-Nov-27 $120,899 14-Oct-97 2.04x ARM 6MOLIBOR 3.950% 1.5%
28700013644 $ 6,403.38 347 347 1-Feb-98 1-Jan-28 $ 92,118 8-Dec-97 1.20x ARM 6MOLIBOR 4.500% 2.0%
29630013732 $ 5,752.06 348 348 1-Mar-98 1-Feb-28 $137,833 7-Jan-98 2.24x ARM 1YRCMT 3.500% 1.5%
21700013110 $ 6,011.90 339 339 1-Jun-97 1-May-27 $108,666 24-Mar-97 1.73x ARM 6MOLIBOR 4.750% 2.0%
23630013147 $ 4,869.27 339 339 1-Jun-97 1-May-27 $105,625 19-Apr-97 1.81x ARM 1YRCMT 3.250% 1.5%
21630013523 $ 5,344.09 345 345 1-Dec-97 1-Nov-27 $114,550 1-Oct-97 1.94x ARM 6MOLIBOR 3.500% 1.5%
21630012992 $ 5,880.54 337 337 1-Apr-97 1-Mar-27 $112,454 25-Feb-97 1.95x ARM 6MOLIBOR 4.000% 1.5%
<CAPTION>
Reset Next Rate
Maximum Minimum Frequency Change
Loan Id Rate Rate (months) Date Loan Purpose
------- -------- -------- --------- --------- -----------------
<S> <C> <C> <C> <C> <C>
24650014024 N/A N/A N/A N/A Purchase
24700013000 13.950% 7.950% 6 1-Mar-99 Purchase
28650013968 N/A N/A N/A N/A Purchase
21630013307 13.450% 7.750% 6 1-Aug-99 Purchase
22630013658 13.250% 7.500% 6 1-Jul-99 Purchase
21630013919 11.900% 8.060% 6 1-May-99 Purchase
21630013164 13.500% 7.500% 6 1-Jun-99 Refinance
25630013473 13.450% 7.950% 6 1-May-99 Refinance
25650013805 N/A N/A N/A N/A Purchase
21720014013 N/A N/A N/A N/A Cashout Refinance
23700013731 13.750% 7.750% 6 1-Aug-99 Cashout Refinance
22700013401 13.750% 8.250% 6 1-Mar-99 Cashout Refinance
21700013562 15.580% 9.580% 6 1-Jun-99 Purchase
25700013588 13.750% 8.250% 6 1-Jul-99 Cashout Refinance
29630013516 13.750% 8.250% 6 1-Jun-99 Purchase
22700013470 13.950% 8.450% 6 1-May-99 Purchase
22650013459 N/A N/A N/A N/A Refinance
24630014052 14.125% 8.125% 6 1-Jun-99 Purchase
23720013987 N/A N/A N/A N/A Cashout Refinance
29720014043 N/A N/A N/A N/A Refinance
22700013443 14.500% 9.000% 6 1-Apr-99 Refinance
23700013660 13.700% 7.700% 6 1-Jul-99 Refinance
21720013804 N/A N/A N/A N/A Purchase
26650013838 N/A N/A N/A N/A Refinance
25630013100 13.750% 7.750% 6 1-May-99 Purchase
22650013613 N/A N/A N/A N/A Cashout Refinance
23700013493 13.950% 8.450% 6 1-May-99 Refinance
22650013748 N/A N/A N/A N/A Cashout Refinance
25650013536 N/A N/A N/A N/A Purchase
21700013442 13.750% 7.750% 6 1-Apr-99 Purchase
24700013390 13.950% 8.450% 6 1-Mar-99 Purchase
21630013779 13.250% 9.120% 6 1-Mar-99 Purchase
22700013178 13.950% 7.950% 6 1-Jun-99 Refinance
21630013266 13.950% 7.950% 6 1-Jul-99 Refinance
21630013903 13.500% 9.210% 6 1-Apr-99 Purchase
24720013688 N/A N/A N/A N/A Purchase
23720014000 N/A N/A N/A N/A Purchase
24630013720 13.250% 7.250% 6 1-Aug-99 Purchase
23700013558 13.250% 7.750% 6 1-Jun-99 Refinance
25630013077 13.375% 7.375% 6 1-May-99 Purchase
21630013064 14.000% 7.500% 6 1-Apr-99 Refinance
21630013497 13.500% 7.500% 6 1-May-99 Purchase
28700013644 13.950% 10.500% 6 1-Jul-99 Cashout Refinance
29630013732 13.990% 7.990% 6 1-Aug-99 Refinance
21700013110 14.200% 8.200% 6 1-May-99 Cashout Refinance
23630013147 13.500% 7.500% 6 1-May-99 Purchase
21630013523 13.250% 7.250% 6 1-May-99 Purchase
21630012992 13.500% 7.500% 6 1-Mar-99 Purchase
</TABLE>
A-4
<PAGE>
ANNEX B
CLASS S SCHEDULED PAYMENT AMOUNT
<TABLE>
<CAPTION>
Payment Date Amount
------------ -----------
<S> <C>
March 25, 1999........................ $400,000.00
April 25, 1999........................ $400,000.00
May 25, 1999.......................... $400,000.00
June 25, 1999......................... $400,000.00
July 25, 1999......................... $400,000.00
August 25, 1999....................... $400,000.00
September 25, 1999.................... $210,000.00
October 25, 1999...................... $210,000.00
November 25, 1999..................... $210,000.00
December 25, 1999..................... $210,000.00
January 25, 2000...................... $210,000.00
February 25, 2000..................... $210,000.00
March 25, 2000........................ $345,000.00
April 25, 2000........................ $345,000.00
May 25, 2000.......................... $345,000.00
June 25, 2000......................... $345,000.00
July 25, 2000......................... $345,000.00
August 25, 2000....................... $345,000.00
September 25, 2000.................... $255,000.00
October 25, 2000...................... $255,000.00
November 25, 2000..................... $255,000.00
December 25, 2000..................... $255,000.00
January 25, 2001...................... $255,000.00
February 25, 2001..................... $255,000.00
March 25, 2001........................ $190,000.00
April 25, 2001........................ $190,000.00
May 25, 2001.......................... $190,000.00
June 25, 2001......................... $190,000.00
July 25, 2001......................... $190,000.00
August 25, 2001....................... $190,000.00
September 25, 2001.................... $155,000.00
October 25, 2001...................... $155,000.00
November 25, 2001..................... $155,000.00
December 25, 2001..................... $155,000.00
January 25, 2002...................... $155,000.00
February 25, 2002..................... $155,000.00
March 25, 2002........................ $135,000.00
April 25, 2002........................ $135,000.00
May 25, 2002.......................... $135,000.00
June 25, 2002......................... $135,000.00
July 25, 2002......................... $135,000.00
August 25, 2002....................... $135,000.00
September 25, 2002.................... $125,000.00
October 25, 2002...................... $125,000.00
November 25, 2002..................... $125,000.00
December 25, 2002..................... $125,000.00
January 25, 2003...................... $125,000.00
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
Payment Date Amount
------------ -----------
<S> <C>
February 25, 2003..................... $125,000.00
March 25, 2003........................ $115,000.00
April 25, 2003........................ $115,000.00
May 25, 2003.......................... $115,000.00
June 25, 2003......................... $115,000.00
July 25, 2003......................... $115,000.00
August 25, 2003....................... $115,000.00
September 25, 2003.................... $ 95,000.00
October 25, 2003...................... $ 95,000.00
November 25, 2003..................... $ 95,000.00
December 25, 2003..................... $ 95,000.00
January 25, 2004...................... $ 95,000.00
February 25, 2004..................... $ 95,000.00
</TABLE>
B-2
<PAGE>
ANNEX C
CLASS X SCHEDULED PAYMENT AMOUNT
<TABLE>
<CAPTION>
Payment Date Amount
------------ ----------
<S> <C>
March 25, 1999......................... $50,000.00
April 25, 1999......................... $50,000.00
May 25, 1999........................... $50,000.00
June 25, 1999.......................... $50,000.00
July 25, 1999.......................... $50,000.00
August 25, 1999........................ $50,000.00
September 25, 1999..................... $50,000.00
October 25, 1999....................... $50,000.00
November 25, 1999...................... $50,000.00
December 25, 1999...................... $50,000.00
January 25, 2000....................... $50,000.00
February 25, 2000...................... $50,000.00
March 25, 2000......................... $50,000.00
April 25, 2000......................... $50,000.00
May 25, 2000........................... $50,000.00
June 25, 2000.......................... $50,000.00
July 25, 2000.......................... $50,000.00
August 25, 2000........................ $50,000.00
September 25, 2000..................... $50,000.00
October 25, 2000....................... $50,000.00
November 25, 2000...................... $50,000.00
December 25, 2000...................... $50,000.00
January 25, 2001....................... $50,000.00
February 25, 2001...................... $50,000.00
March 25, 2001......................... $25,000.00
April 25, 2001......................... $25,000.00
May 25, 2001........................... $25,000.00
June 25, 2001.......................... $25,000.00
July 25, 2001.......................... $25,000.00
August 25, 2001........................ $25,000.00
September 25, 2001..................... $25,000.00
October 25, 2001....................... $25,000.00
November 25, 2001...................... $25,000.00
December 25, 2001...................... $25,000.00
January 25, 2002....................... $25,000.00
February 25, 2002...................... $25,000.00
March 25, 2002......................... $25,000.00
April 25, 2002......................... $25,000.00
May 25, 2002........................... $25,000.00
June 25, 2002.......................... $25,000.00
July 25, 2002.......................... $25,000.00
August 25, 2002........................ $25,000.00
September 25, 2002..................... $25,000.00
October 25, 2002....................... $25,000.00
November 25, 2002...................... $25,000.00
December 25, 2002...................... $25,000.00
January 25, 2003....................... $25,000.00
</TABLE>
C-1
<PAGE>
<TABLE>
<CAPTION>
Payment Date Amount
------------ ----------
<S> <C>
February 25, 2003...................... $25,000.00
March 25, 2003......................... $25,000.00
April 25, 2003......................... $25,000.00
May 25, 2003........................... $25,000.00
June 25, 2003.......................... $25,000.00
July 25, 2003.......................... $25,000.00
August 25, 2003........................ $25,000.00
September 25, 2003..................... $25,000.00
October 25, 2003....................... $25,000.00
November 25, 2003...................... $25,000.00
December 25, 2003...................... $25,000.00
January 25, 2004....................... $25,000.00
February 25, 2004...................... $25,000.00
March 25, 2004......................... $25,000.00
April 25, 2004......................... $25,000.00
May 25, 2004........................... $25,000.00
June 25, 2004.......................... $25,000.00
July 25, 2004.......................... $25,000.00
August 25, 2004........................ $25,000.00
September 25, 2004..................... $25,000.00
October 25, 2004....................... $25,000.00
November 25, 2004...................... $25,000.00
December 25, 2004...................... $25,000.00
January 25, 2005....................... $25,000.00
February 25, 2005...................... $25,000.00
March 25, 2005......................... $25,000.00
April 25, 2005......................... $25,000.00
May 25, 2005........................... $25,000.00
June 25, 2005.......................... $25,000.00
July 25, 2005.......................... $25,000.00
August 25, 2005........................ $25,000.00
September 25, 2005..................... $25,000.00
October 25, 2005....................... $25,000.00
November 25, 2005...................... $25,000.00
December 25, 2005...................... $25,000.00
January 25, 2006....................... $25,000.00
February 25, 2006...................... $25,000.00
</TABLE>
C-2
<PAGE>
ANNEX D
REPRESENTATIONS AND WARRANTIES
(A) The Loan Originator will represent and warrant as of the Closing Date,
among other things, that:
(i) Each Mortgage Note, Mortgage and other document, instrument or
agreement executed and delivered by the Loan Originator or the Mortgagor in
connection with the Mortgage Loan (individually, a "Loan Document" and
collectively, the "Loan Documents") for each Mortgage Loan, including each
Mortgage Note, Mortgage, and any related Loan Documents and ancillary
rights, is the legal, valid and binding obligation of the parties thereto
(subject to any non-recourse provisions therein), enforceable in accordance
with its terms, except as such enforceability may be limited by anti-
deficiency laws or bankruptcy, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law), and except that certain provisions of
such Loan Documents are or may be unenforceable in whole or in part under
applicable federal or state laws, but the inclusion of such provisions does
not render any of the Loan Documents invalid as a whole, and such Loan
Documents taken as a whole are enforceable to the extent necessary and
customary for the practical realization of the rights and benefits afforded
thereby and, subject to the foregoing qualifications, there is no offset,
defense, counterclaim or right of rescission with respect to any of such
Loan Documents.
(ii) At origination, each Mortgage Loan (including without limitation, all
forms and documents used in connection with that Mortgage Loan) is in full
compliance with all federal and state laws and regulations, including,
without limitation, laws pertaining to usury.
(iii) In respect of each Mortgage Loan, (A) in reliance on certified copies
of the incorporation or partnership or other entity documents, as
applicable, the related Mortgagor is an individual who is a permanent
resident of, or an entity organized under the laws of, a state of the
United States of America, and (B) to the Loan Originator's knowledge, the
related Mortgagor is not a party to any bankruptcy, reorganization,
insolvency or similar proceeding.
(iv) Each Mortgage Loan is a valid and subsisting first priority lien on
the Mortgaged Property purported to be encumbered thereby free and clear of
any liens, claims, encumbrances, participation interests, pledges, charges
or security interests, subject only to (A) the lien of current real
property taxes and assessments not yet due and payable, (B) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record affecting the physical condition or use of the Mortgaged
Property, and (C) exceptions and exclusions specifically referred to in the
lender's title insurance policy issued or, as evidenced by a "marked-up"
commitment or preliminary title report, pro-forma or escrow instructions,
to be issued in respect of such Mortgage Loan and other matters to which
like properties are commonly subject (the exceptions set forth in the
foregoing clauses (A), (B) and (C), collectively, "Permitted
Encumbrances"); except for the Mortgaged Properties securing 3 Mortgage
Loans, representing approximately 0.7% of the Initial Pool Balance, no
Mortgaged Property is in whole or in part a leasehold estate; no Mortgage
Loan is secured by any collateral other than the Mortgage and any separate
security documents related thereto, and additional collateral in the form
of personal property that was taken at the time of origination; no portion
of any Mortgaged Property secures any other mortgage loan not represented
by the related
D-1
<PAGE>
Mortgage Note; and, with respect to each Mortgage Loan, either (i)
substantially all of the proceeds of such Mortgage Loan were used to
acquire or improve or protect an interest in real property (as that term is
used in United States Treasury Regulations Section 1.860G-2(a)(4)) that, at
date of origination (or, if the Mortgage Loan has been significantly
modified within the meaning of United States Treasury Regulations Section
1.860G-2(b)(1), at the time of such modification), was the only security
for such Mortgage Loan, or (ii) the fair market value of such interest in
real property was at least equal to 80% of the principal amount of such
Mortgage Loan at origination (or such modification). The Permitted
Encumbrances do not materially and adversely interfere with the security
intended to be provided by the related Mortgages, the current use or value
of the related Mortgaged Property, or with the Mortgagor's ability to pay
its obligations when they become due.
(v) No Mortgage Loan is cross-defaulted with any loan (other than a
Mortgage Loan), and no Mortgage Loan is secured by any property that
secures another loan (other than a Mortgage Loan).
(vi) Each Mortgage, together with any separate security agreements and
related documents, establishes a perfected first priority security interest
in favor of the Loan Originator, its successors and/or assigns, in all the
related Mortgagor's fixtures and personal property used in, and reasonably
necessary to operate, the Mortgaged Property and, to the extent a security
interest may be created therein, the proceeds arising from the Mortgaged
Property and any other collateral securing such Mortgage, subject only to
the Permitted Encumbrances.
(vii) There is an assignment of leases and rents provision in the Mortgage
for each Mortgage Loan creating a perfected first priority security
interest in leases and rents arising in respect of the related Mortgaged
Property, subject only to the Permitted Encumbrances.
(viii) There are no mechanics' or other similar liens which have been filed
for work, labor or materials (nor, to the Loan Originator's knowledge, are
any rights outstanding that under applicable law could give rise to any
such lien) affecting any Mortgaged Property which are or may be prior or
equal to the lien of the related Mortgage, except those insured against
pursuant to the applicable title insurance policy.
(ix) The Mortgagor specified in each Mortgage has good and indefeasible
title to the related Mortgaged Property.
(x) With respect to each Mortgage that is a deed of trust, a trustee, duly
qualified under applicable law to serve as such (if such qualification is
required), currently so serves and is named in the deed of trust or has
been substituted of record in accordance with applicable law, and no fees
or expenses are or will become payable to the trustee thereunder except in
connection with a trustee's sale or reinstatement after default under the
related Mortgage Loan or in connection with a release of the related
Mortgaged Property upon satisfaction of the Mortgage Loan.
(xi) Each Mortgaged Property securing a Mortgage Loan is covered by a title
insurance policy insuring that the Mortgage recorded against that Mortgaged
Property is a valid and perfected first lien in the fee interest therein,
or, with respect to 3 Mortgage Loans, representing approximately 0.7% of
the Initial Pool Balance, leasehold interest therein, in each case, subject
only to Permitted Encumbrances; no claims have been made under the related
title insurance
D-2
<PAGE>
policy; and such policy is in full force and effect and insures the Loan
Originator, its successor and assigns, as the owner of the Mortgage Loan.
(xii) Each assignment executed and delivered, recorded or filed by or on
behalf of the Loan Originator is in recordable form, legal, valid and
binding, and will be recorded or filed, or submitted for recording or
filing, in the appropriate records or files of the applicable jurisdiction.
(xiii) The endorsement by the Loan Originator of the Mortgage Note
evidencing each Mortgage Loan, which Mortgage Note is secured by the
related Mortgage, will constitute the legal and binding assignment of such
Mortgage Note and together with an assignment of mortgage and assignment of
the assignment of leases and rents, legally and validly conveyed all right,
title and interest in such Mortgage Loan to the Mortgage Loan Seller.
(xiv) Each Loan Document is a legal, valid and binding obligation of the
party or parties thereto, enforceable in accordance with its terms, except
as the enforceability thereof may be limited by applicable state law and
bankruptcy, insolvency, reorganization or other laws relating to creditors'
rights and general equitable principles, and while certain provisions of
such Loan Documents are and may be unenforceable in whole or in part, the
inclusion of such provisions does not render any of those Loan Documents
invalid as a whole, and such Loan Documents taken as a whole are
enforceable to the extent necessary and customary for the practical
realization of the rights and benefits (including realization on the
related Mortgaged Property) purported to be afforded thereby, and there is
no exemption available to the related Mortgagor that would interfere with
such realization through foreclosure except any statutory right of
redemption or as may be limited by anti-deficiency laws or by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law).
(xv) The principal amount of each Mortgage Loan stated on the related
Mortgage Note has been fully disbursed as of the origination date specified
therein, there are no future advances required to be made by the lender
under any of the related Loan Documents, all requirements under the related
Loan Documents, if any, for disbursements of additional Mortgage Loan
proceeds have been satisfied fully.
(xvi) Except for 1 Mortgage Loan representing approximately 0.1% of the
Initial Pool Balance, no Mortgage Loan is as of the Cut-Off Date, or has
been at any time during the 12 month period preceding the Cut-Off Date,
more than 30 days delinquent in payments of principal or interest; no other
material default or breach under any Mortgage Loan either has been waived
by the Loan Originator or on its behalf; no such other material default now
exists and is continuing beyond the cure period, if any, applicable
thereto; no Mortgage Loan has been accelerated and no foreclosure or
proceeding under a power of sale has been initiated under any Mortgage.
(xvii) Except for 6 Mortgage Loans, representing approximately 0.6% of the
Initial Pool Balance, the terms of no Mortgage Loan and none of the Loan
Documents have been modified or waived in any material respect; with
respect to each Mortgage Loan, the applicable Mortgage Interest Rate and
the related Monthly Payment have been calculated correctly (or have been
recalculated correctly, in the case of certain Mortgage Loans for which one
or both of such amounts previously was calculated incorrectly, each of
which incorrect calculations previously has been disclosed to the Mortgage
Loan Seller in writing) pursuant to the terms of the applicable Loan
Documents for all purposes. To the extent that the terms of any Mortgage
Loan
D-3
<PAGE>
have been modified, the documentation with respect to such modification is
included in the Mortgage Loan File.
(xviii) No Mortgage Loan has capitalized interest included in its principal
balance, or provides for any shared appreciation rights or other equity
participation therein.
(xix) No Mortgage Loan is an interest-only loan the documents governing
which provide only for interest accruing on that Mortgage Loan to be paid
on a periodic basis, with no periodic payment on account of amortization of
principal.
(xx) No Mortgage Loan has been satisfied, cancelled, subordinated, released
or rescinded, in whole or in part, and the related Mortgagors have not been
released from any of such Mortgagor's obligations under any Loan Document.
(xxi) None of the Loan Documents is subject to any right of rescission,
set-off, valid counterclaim or defense, no exercise of any of the rights
and remedies under the Loan Documents and in accordance with procedures
permitted under applicable law will render any of such Loan Documents
subject to any right of rescission, set-off, valid counterclaim or defense,
and no right of rescission, set-off, valid counterclaim or defense has been
asserted with respect to any Mortgage Loan.
(xxii) All of the Mortgaged Property securing each Mortgage Loan is, in all
material respects, in compliance with, and is used and occupied in
accordance with, all applicable statutes, rules, laws, regulations and
ordinances and all restrictive covenants of record applicable to the
Mortgaged Property; and all inspections, licenses and certificates of
occupancy required by any of such statutes, rules, laws, regulations and
ordinances to be made or issued with regard to the Mortgaged Property have
been obtained and are in full force and effect (except to the extent the
failure to obtain and maintain any thereof do not materially impair the
current use of the Mortgaged Property or the rights of a holder of the
related Mortgage Loan).
(xxiii) All of the Mortgaged Property securing each Mortgage Loan is in
good repair and free and clear of any damage or condition that would
materially adversely affect the value of such Mortgaged Property as
security for the related Mortgage, other than damage and conditions that
have been fully repaired; each Mortgaged Property is comprised of one or
more separate and lawfully created parcels; each Mortgaged Property
securing a Mortgage Loan abuts or has access to a dedicated, physically
open road; each Mortgaged Property is served by public utilities and
services generally available in the surrounding community; each Mortgaged
Property is serviced by well or public water and sewer systems (or septic
facilities); each Mortgaged Property has the parking required under
applicable law for the operation of the businesses currently conducted
thereon; no part of any improvement that is a part of a Mortgaged Property
lies outside the boundaries of, or building setback and other restriction
lines applicable to, that Mortgaged Property; no improvements on adjoining
properties encroach onto any Mortgaged Property except for encroachments
that do not materially adversely affect the security intended to be
provided by the related Mortgage or the use, enjoyment, value or
marketability of such Mortgaged Property; the Loan Originator has no
knowledge of any condemnation proceedings with respect to any Mortgaged
Property securing a Mortgage Loan; and each Mortgaged Property is owned by
the Mortgagor named as the mortgagor in the Mortgage and is used and
occupied for income producing purposes.
D-4
<PAGE>
(xxiv) There are no delinquent property taxes, ground rents, water charges,
sewer rents, assessments, including assessments payable in future
installments, or other outstanding charges materially adversely affecting
the related Mortgaged Property, and premiums for all insurance policies
required to be maintained pursuant to each Mortgage with respect to each
Mortgaged Property have been paid, to the extent such amounts have become
or shall become due.
(xxv) The Loan Originator either has received no notice of cancellation or
non-renewal with respect to any of the insurance policies required to be
maintained pursuant to each of the Mortgages or has provided for insurance
coverage against the perils and in the amounts required by such Mortgage to
be covered by insurance through one or more insurance policies maintained
by the Loan Originator, with respect to each Mortgaged Property; the Loan
Originator has no knowledge that any action, omission, misrepresentation,
negligence, fraud or other similar occurrence has taken place that
reasonably would be expected to result in the failure or impairment of full
and timely coverage under any such insurance policy; and each such
insurance policy contains a clause providing that it is not terminable and
may not be reduced without 30 days' prior written notice to the mortgagee.
(xxvi) Each Mortgage requires that the related Mortgaged Property and all
improvements thereon be covered by insurance policies reasonably prescribed
by the related mortgagee or providing coverage against loss or damage
sustained by (A) fire and extended perils included within the
classification "All Risk of Physical Loss" in an amount sufficient to
prevent the mortgagor from being deemed a co-insurer and to provide
coverage on a full replacement cost basis (in some cases exclusive of
foundations and footings) or some other predetermined value basis in an
amount not less than full replacement cost; such policies contain a
standard mortgagee clause naming mortgagee and its successor in interest as
additional insureds; (B) business interruption or rental loss insurance in
an amount at least equal to 12 months of operations (or in some cases all
rents and additional rents); (C) flood insurance (if any portion of the
improvements on a Mortgaged Property is located in an area identified by
the Federal Emergency Management Agency, with respect to certain Mortgage
Loans, and the Secretary of Housing and Urban Development, with respect to
other Mortgage Loans, as having special flood hazards); (D) worker's
compensation; (E) comprehensive general liability insurance in amounts as
generally are required by commercial mortgage lenders; all such insurance
policies contain clauses providing they are not terminable and may not be
terminated or expire without 30 days' prior written notice to the mortgagee
(except where applicable law requires a shorter period), and all premiums
due and payable have been made; and no notice of termination, cancellation
or non-renewal with respect to any of such policies has been received by
the Loan Originator.
(xxvii) The Loan Originator has inspected or caused to be inspected each
Mortgaged Property within the last 24 months.
(xxviii) The Loan Originator did not engage in an adverse selection process
in selecting the Mortgage Loans for sale, assignment and transfer to the
Mortgage Loan Seller.
(xxix) No more than 5% of the aggregate outstanding principal amount of the
Mortgage Loans have the same Mortgagor or, to the Loan Originator's best
knowledge, are to Mortgagors, which are affiliates of each other.
(xxx) Each Mortgage (A) contains a "due-on-sale" clause, which provides for
the acceleration of the payment of the unpaid principal balance of the
related Mortgage Loan if, without the prior written consent of the holder,
the related Mortgaged Property or any interest therein is
D-5
<PAGE>
directly or indirectly transferred or sold (except that the Mortgage may
provide for a one-time assignment subject to the holder's approval of the
transferee); and (B) prohibits any further pledge or lien on the Mortgaged
Property, whether of equal or subordinate priority to the lien of the
Mortgage, unless the prior written consent of the holder is obtained or
certain conditions set forth in the Mortgage are satisfied.
(xxxi) With respect to each Mortgage Loan, either an environmental site
assessment was prepared in connection with the origination of such Mortgage
Loan or the Loan Originator has reviewed a compilation of data bases made
available by several regulatory agencies constructed by a private service
with respect to an area within a certain radius surrounding the related
Mortgaged Property, and there are no circumstances or conditions with
respect to such Mortgaged Property (including any Mortgaged Property with
respect to which neither an assessment was prepared nor was a review
performed as described above), that would constitute or result in a
material violation of any environmental laws or require any expenditure
material in relation to the principal balance of such Mortgage Loan to
achieve or maintain compliance in all material respects with any and all
environmental laws.
(xxxii) The loan file for each Mortgage Loan contains the insurance policy
with respect to the related Mortgaged Property required by the relevant
Loan Documents, or a certificate of insurance for such insurance policy.
(xxxiii) All amounts required to be deposited by the Mortgagor with respect
to each Mortgage Loan at the origination of such Mortgage Loan have been
deposited, and there are no deficiencies with regard thereto.
(xxxiv) To the Loan Originator's best knowledge, all significant leases
with respect to each Mortgaged Property are in full force and effect as of
the Closing Date, and there has been no material default by the related
Mortgagor or, to the Loan Originator's knowledge, the lessee, and no person
or entity other than the related Mortgagor owns any interest in any
payments due or to become due under the related leases.
(xxxv) To the Loan Originator's best knowledge, there are no pending or
threatened actions, suits or proceedings by or before any court or other
governmental authority against or affecting the related Mortgagor under
each Mortgage Loan or the Mortgaged Property securing such Mortgage Loan
which, if determined against such Mortgagor or Mortgaged Property, would
materially and adversely affect the value of such Mortgaged Property or the
ability of the Mortgagor to pay principal, interest and other amounts due
under such Mortgage Loan.
(xxxvi) Each appraisal obtained in connection with the origination of a
Mortgage Loan was obtained from an independent third-party appraiser in the
business of making appraisals of real properties such as the Mortgaged
Property securing that Mortgage Loan.
(xxxvii) None of the credit files with respect to the mortgage loans
purchased by the Mortgage Loan Seller from the Loan Originator in
conjunction with this offering is missing or incomplete in any material
respect.
(xxxviii) The Loan Originator, on the date that it transferred the Mortgage
Loan to the Mortgage Loan Seller, had sole, full and complete title to such
Mortgage Loan, free and clear of all claims of or assignments or pledges to
any other person or entity; and had full power and authority to sell,
assign, transfer and convey the same to the Mortgage Loan Seller.
D-6
<PAGE>
(xxxix) The information pertaining to each Mortgage Loan set forth in the
mortgage loan schedule attached to the Mortgage Loan Purchase Agreement was
true and correct in all material respects as of the Cut-Off Date.
(xxxx) Each Mortgage Loan complied with the Loan Originator's underwriting
policies in effect as of such Mortgage Loan's origination or acquisition
date (as applicable) .
(xxxxi) To the extent required under applicable law and necessary for the
enforceability or collectibility of each Mortgage Loan, each holder of a
Mortgage Loan was authorized to transact and do business in the
jurisdiction where the related Mortgaged Property is located at all times
when it held the Mortgage Loan.
(xxxxii) All terms of the each Mortgage Loan pertaining to interest rate
adjustments, payment adjustments and principal balance adjustments are
enforceable and will not affect the priority of the lien of the Mortgage.
(xxxxiii) Except in cases where the related Mortgage Note or the related
Mortgage provide for a release of a portion of the related Mortgaged
Property, which portion was not considered material for purposes of
underwriting the Mortgage Loan, the Mortgage Note and Mortgage do not
require the mortgagee to release any portion of the Mortgaged Property from
the lien of the Mortgage except upon payment in full of such Mortgage Loan.
(xxxxiv) Any insurance proceeds or condemnation awards will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property, with the mortgagee or a trustee appointed by it having the right
to hold and disburse such proceeds as repair or restoration progresses, or
to the payment of the outstanding Stated Principal Balance of the Mortgage
Loan, together with any accrued interest thereon (except in cases where a
different allocation would not be viewed as commercially unreasonable by
any institutional investor, taking into account the related Mortgage Loan
and the ratio of the market value of the related Mortgaged Property to the
outstanding Stated Principal Balance of such Mortgage Loan).
(xxxxv) Each Mortgage Loan that is non-recourse provides that the related
Mortgagor shall be liable in the event of (i) fraud or misrepresentation,
(ii) misapplication or misappropriation of funds, or (iii) violation of
applicable environmental laws.
(xxxxvi) Except for certain servicing actions taken by the servicers of
certain Mortgage Loans, which servicing actions have subsequently been
remedied and do not currently materially and adversely interfere with the
security intended to be provided by the related Mortgages, the current use
or value of the related Mortgage Property, or with the Mortgagor's ability
to pay its obligations when they become due, the origination, servicing and
collection practices used by the Mortgage Loan Seller (and by the Loan
Originator in its capacity as the servicer of the Mortgage Loans on behalf
of the Mortgage Loan Seller) or any prior holder of the Mortgage Note have
been in all material respects legal, proper and prudent and have met
customary industry standards.
(xxxxvii) No holder of such Mortgage Loan has advanced funds or induced,
solicited or knowingly received any advance of funds from a party other
than the owner of the related Mortgaged Property (or other than amounts
paid by the tenant as specifically provided under the related lease),
directly or indirectly, for the payment of any amount required by the
Mortgage Loan, except for interest accruing from the date of origination of
such Mortgage Loan or the
D-7
<PAGE>
date of disbursement of the Mortgage Loan proceeds, whichever is later, to
the date which preceded by 30 days the first Due Date under the related
Mortgage Note.
(B) The Mortgage Loan Seller will represent and warrant as of the Closing Date,
among other things, that:
(i) The Mortgage Loan Seller has and, at the time of the assignment of each
Mortgage Loan to the Depositor, the Mortgage Loan Seller will have, good,
full and complete title to and was and, at the time of the assignment of
each Mortgage Loan to the Depositor, will be, the sole owner of such
Mortgage Loan free and clear of any pledge, lien or encumbrance and has
power authority to sell, assign, transfer and convey the same to the
Depositor.
(ii) Each assignment to be executed and delivered, recorded or filed by or
on behalf of the Mortgage Loan Seller with respect to the Mortgage Loans is
in recordable form, legal, valid and binding, and will be recorded or
filed, or submitted for recording or filing, in the appropriate records or
files of the applicable jurisdiction.
(iii) The endorsement of the Mortgage Note evidencing each Mortgage Loan,
which Mortgage Note is secured by the related Mortgage, will constitute the
legal and binding assignment of such Mortgage Note and together with an
assignment of mortgage and assignment of the assignment of leases and
rents, legally and validly conveyed all right, title and interest in such
Mortgage Loan to the Issuer.
(iv) The Mortgage Loan Seller has (i) no current actual knowledge, without
any duty on its part to undertake any inquiry or investigation being
implied hereby, that the Loan Originator's representations or warranties
set forth in (A) above are materially incorrect and (ii) not taken any
action so as to cause any representation or warranty set forth in (A) above
to be materially incorrect.
(v) Each assignment to be executed and delivered, recorded or filed by or
on behalf of the Mortgage Loan Seller is in recordable form, legal, valid
and binding, and will be recorded or filed, or submitted for recording or
filing, in the appropriate records or files of the applicable jurisdiction.
(vi) The endorsement of the Mortgage Note evidencing each Mortgage Loan,
which Mortgage Note is secured by the related Mortgage, will constitute the
legal and binding assignment of all of the Mortgage Loan's Seller's right,
title and interest in such Mortgage Note and together with an assignment of
mortgage and assignment of the assignment of leases and rents, legally and
validly conveyed all of the Mortgage Loan Seller's right, title and
interest in such Mortgage Loan to the Issuer.
D-8
<PAGE>
PROSPECTUS
Collateralized Mortgage Bonds
(Issuable in Series)
IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP.
Depositor
The Collateralized Mortgage Bonds (the "Bonds") offered hereby and by
Supplements to this Prospectus (the "Offered Bonds") will be offered from time
to time in one or more series (each, a "Series"). Each Series of Bonds will be
issued by an owner trust (an "Owner Trust") established by Imperial Credit
Commercial Mortgage Acceptance Corp. (the "Depositor") pursuant to an
Indenture. Each Series of Bonds will be secured by a pledge of some or all of
the assets of the Owner Trust (with respect to any Series, the "Collateral")
consisting of, among other things, one or more segregated pools of various
types of commercial mortgage loans, including mortgage loans secured by
multifamily, retail and office properties (collectively, the "Mortgage Loans").
If so specified in the related Prospectus Supplement, some or all of the
Mortgage Loans will include assignments of the leases of the related Mortgaged
Properties (as defined herein) and/or assignments of the rental payments due
from the lessees under such leases (each type of assignment, a "Lease
Assignment"). A significant or the sole source of payments on certain
Commercial Loans (as defined herein) and, therefore, of payments on certain
Series of Bonds, will be such rental payments. If so specified in the related
Prospectus Supplement, the Collateral for a Series of Bonds may include letters
of credit, insurance policies, guarantees, reserve funds or other types of
credit support, or any combination thereof (with respect to any Series,
collectively, "Credit Support"), and currency or interest rate exchange
agreements and other financial assets, or any combination thereof (with respect
to any Series, collectively, "Cash Flow Agreements"). See "Description of the
Collateral," "Description of the Bonds" and "Description of Credit Support."
(cover continued on next page)
Prospective investors should consider the material risks discussed under the
caption "Risk Factors" beginning on page 22 herein and discussed under the
caption "Risk Factors" in the related Prospectus Supplement before purchasing
any Offered Bond.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE RELATED PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Date of this Prospectus is February 19, 1999
<PAGE>
Each Series of Bonds will consist of one or more classes of Bonds that may
(i) provide for the accrual of interest thereon based on fixed, variable or
floating rates; (ii) be senior or subordinate to one or more other classes of
Bonds in respect of certain payments on the Bonds; (iii) be entitled to
principal payments, with disproportionately low, nominal or no interest
payments; (iv) be entitled to interest payments, with disproportionately low,
nominal or no principal payments; (v) provide for payments of accrued interest
thereon commencing only following the occurrence of certain events, such as the
retirement of one or more other classes of Bonds of such Series; (vi) provide
for payments of principal sequentially, based on specified payment schedules or
other methodologies; and/or (vii) provide for payments based on a combination
of two or more components thereof with one or more of the characteristics
described in this paragraph, to the extent of available funds, in each case as
described in the related Prospectus Supplement. Any such classes may include
classes of Offered Bonds. See "Description of the Bonds."
Prior to issuance there will have been no market for the Bonds of any Series
and there can be no assurance that a secondary market for any Offered Bonds
will develop or that, if it does develop, it will continue. It is not expected
that any application will be made to list the Bonds of a Series on any
securities exchange or quote the Bonds in the automated quotation system of any
registered securities association. Accordingly, the liquidity of the Bonds may
be limited. This Prospectus may not be used to consummate sales of the Offered
Bonds of any Series unless accompanied by the Prospectus Supplement for such
Series.
Offers of the Offered Bonds may be made through one or more different
methods, including offerings through underwriters as more fully described
herein and in the related Prospectus Supplement.
Principal and interest with respect to Bonds will be payable monthly,
quarterly, semi-annually or at such other intervals and on the dates specified
in the related Prospectus Supplement. Payments on the Bonds of any Series will
be made only from the assets of the related Collateral.
The Bonds of each Series will not represent an obligation of or interest in
the Depositor, any Master Servicer, any Special Servicer or any of their
respective affiliates, except to the limited extent that the Bonds of each
Series will represent limited recourse obligations of one or more Owner Trusts.
The Bonds or the Mortgage Loans will be guaranteed or insured by a governmental
agency or instrumentality or by any other person if and only to the extent
expressly provided in the related Prospectus Supplement. The Collateral will be
held in trust for the benefit of the holders of the related Series of Bonds
pursuant to an Indenture, as more fully described herein.
The yield on each class of Bonds of a Series will be affected by, among other
things, the rate of payment of principal (including prepayments, repurchase and
defaults) on the related Mortgage Loans and the timing of receipt of such
payments as described under the caption "Yield Considerations" herein and in
the related Prospectus Supplement. The Bonds of any Series may be subject to
optional redemption prior to Stated Maturity (as defined herein) under the
circumstances described herein and in the related Prospectus Supplement. See
"Description of the Bonds--Optional Redemption."
2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS SUPPLEMENT.................................................... 7
AVAILABLE INFORMATION.................................................... 8
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........................ 9
SUMMARY OF PROSPECTUS.................................................... 10
RISK FACTORS............................................................. 22
Limited Assets for Payment of Bonds.................................... 22
Limited Liquidity for Bonds............................................ 23
Rate of Prepayments on Mortgage Loans May Adversely Affect Average
Lives and Yields of Bonds............................................. 23
Optional Redemption of Bonds May Adversely Affect Average Lives and
Yields of Bonds....................................................... 24
Limited Nature of Ratings.............................................. 24
Subordination of Subordinate Bonds..................................... 25
Risks of Floating Rate Bonds........................................... 25
Risks of Interest Only Bonds........................................... 26
Risks of Principal Only Bonds.......................................... 26
Limited Issuer Events of Default....................................... 26
Bondholders Have Limited Ability to Force Sale of Collateral following
Non-Payment of Principal or Interest.................................. 26
Bankruptcy or Insolvency of the Issuer................................. 27
Factors Which May Increase the Risk of Losses on Mortgage Loans Secured
by Multifamily/Commercial Property Versus Single Family Property...... 28
Increased Risk of Losses in Connection with Commercial Loans and
Leases................................................................ 29
Risks Particular to Multifamily Properties............................. 29
Risks Particular to Retail Properties.................................. 30
Risks Particular to Office Properties.................................. 30
Risks of Loss on Balloon Payment Loan if Obligor is Unable to Refinance
or Sell Related Property.............................................. 30
Increased Risk of Losses on Foreclosure of Junior Mortgage Loans....... 31
Risks Associated with Obligor Default.................................. 31
Risks Associated with Mortgagor Type................................... 31
Credit Support Limitations............................................. 32
Risk of Unenforceability of Certain Mortgage Provisions................ 33
Environmental Risks.................................................... 33
Increased Risk of Loss if Mortgage Loans Include Delinquent Mortgage
Loans................................................................. 34
ERISA Considerations................................................... 35
Risks Associated with Control of Voting Rights......................... 35
Owners of Book-Entry Bonds Not Entitled to Exercise Rights of Holders
of Bonds.............................................................. 35
Risk of Default Under Derivative Contracts............................. 35
Risks Associated With Year 2000 Compliance............................. 36
DESCRIPTION OF THE COLLATERAL............................................ 36
General................................................................ 36
Mortgage Loans......................................................... 36
Leases................................................................ 38
Default and Loss Considerations with Respect to the Mortgage Loans.... 39
Loan-to-Value Ratio................................................... 41
Mortgage Loan Information in Prospectus Supplements................... 41
Payment Provisions of the Mortgage Loans.............................. 42
Accounts.............................................................. 42
Credit Support........................................................ 43
Cash Flow Agreements.................................................. 43
USE OF PROCEEDS.......................................................... 43
YIELD CONSIDERATIONS..................................................... 44
General................................................................ 44
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Interest Rate.......................................................... 44
Timing of Payment of Interest.......................................... 44
Payments of Principal; Prepayments..................................... 44
Prepayments, Maturity and Weighted Average Life........................ 46
Other Factors Affecting Weighted Average Life.......................... 47
Type of Mortgage Loan................................................. 47
Foreclosures and Payment Plans........................................ 47
Due-on-Sale and Due-on-Encumbrance Clauses............................ 47
Single Mortgage Loan or Single Mortgagor.............................. 48
THE DEPOSITOR............................................................ 48
THE OWNER TRUST.......................................................... 48
DESCRIPTION OF THE BONDS................................................. 49
General................................................................ 49
Payments............................................................... 50
Available Payment Amount............................................... 50
Payments of Interest on the Bonds...................................... 51
Payments of Principal of the Bonds..................................... 52
Components............................................................. 52
Payments on the Bonds of Prepayment Premiums or in Respect of Equity
Participations........................................................ 52
Allocation of Losses and Shortfalls.................................... 52
Advances in Respect of Delinquencies................................... 53
Reports to Bondholders................................................. 54
Special Redemption of Bonds............................................ 56
Optional Redemption of Bonds........................................... 57
Book-Entry Registration and Definitive Bonds........................... 57
DESCRIPTION OF THE AGREEMENTS............................................ 59
Pledge of Mortgage Loans; Deposit of Release Price or Substitution..... 60
Representations and Warranties; Repurchases and Other Remedies......... 61
Accounts............................................................... 63
General............................................................... 63
Deposits.............................................................. 63
Withdrawals........................................................... 64
Payment Account....................................................... 65
Other Collection Accounts............................................. 65
Collection and Other Servicing Procedures.............................. 66
Master Servicer....................................................... 66
Special Servicer...................................................... 66
Hazard Insurance Policies.............................................. 69
Rental Interruption Insurance Policy................................... 70
Fidelity Bonds and Errors and Omissions Insurance...................... 70
Due-on-Sale and Due-on-Encumbrance Provisions.......................... 71
Retained Interest; Servicing Compensation and Payment of Expenses...... 71
Evidence as to Compliance.............................................. 72
Certain Matters Regarding each Servicer and the Depositor.............. 72
Servicer Events of Default............................................. 73
Rights Upon Servicer Event of Default.................................. 74
Amendment.............................................................. 75
The Indenture Trustee.................................................. 75
Duties of the Indenture Trustee........................................ 75
Certain Matters Regarding the Indenture Trustee........................ 76
Resignation and Removal of the Indenture Trustee....................... 76
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Certain Terms of the Indenture.......................................... 77
Issuer Events of Default............................................... 77
Control by Bondholders................................................. 79
Satisfaction and Discharge of the Indenture............................ 81
Release of Collateral.................................................. 81
List of Bondholders.................................................... 81
Meetings of Bondholders................................................ 81
Indenture Trustee's Annual Report...................................... 81
Administrator.......................................................... 82
DESCRIPTION OF CREDIT SUPPORT............................................. 82
General................................................................. 82
Subordinate Bonds....................................................... 83
Cross-Support Provisions................................................ 83
Insurance with Respect to the Mortgage Loans............................ 83
Letter of Credit........................................................ 83
Insurance Policies and Surety Bonds..................................... 84
Reserve Funds........................................................... 84
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES................ 85
General................................................................. 85
Types of Mortgage Instruments........................................... 85
Interest in Real Property............................................... 86
Leases and Rents........................................................ 86
Personalty.............................................................. 87
Foreclosure............................................................. 87
General................................................................ 87
Judicial Foreclosure................................................... 87
Equitable Limitations on Enforceability of Certain Provisions.......... 88
Non-Judicial Foreclosure/Power of Sale................................. 88
Public Sale............................................................ 89
Rights of Redemption.................................................... 90
Anti-Deficiency Legislation............................................. 90
Leasehold Risks......................................................... 91
Bankruptcy Laws......................................................... 92
Environmental Legislation............................................... 95
Due-on-Sale and Due-on-Encumbrance...................................... 98
Subordinate Financing................................................... 98
Default Interest, Prepayment Premiums and Lockouts...................... 99
Acceleration on Default................................................. 99
Applicability of Usury Laws............................................. 99
Certain Laws and Regulations; Types of Mortgaged Properties............. 100
Americans With Disabilities Act......................................... 100
Soldiers' and Sailors' Civil Relief Act of 1940......................... 101
Forfeitures in Drug and RICO Proceedings................................ 101
FEDERAL INCOME TAX CONSEQUENCES........................................... 102
General................................................................. 102
Status as Real Property Loans........................................... 103
Taxation of Bonds....................................................... 103
General................................................................ 103
Original Issue Discount................................................ 103
Acquisition Premium.................................................... 106
Variable Rate Bonds.................................................... 106
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Market Discount........................................................ 108
Premium................................................................ 109
Election to Treat All Interest Under the Constant Yield Method......... 109
Sale or Exchange of Bonds.............................................. 109
Treatment of Losses.................................................... 110
Taxation of Certain Foreign Investors................................... 111
Backup Withholding...................................................... 112
Reporting Requirements.................................................. 112
STATE TAX CONSIDERATIONS.................................................. 113
CERTAIN ERISA CONSIDERATIONS.............................................. 113
LEGAL INVESTMENT.......................................................... 114
PLAN OF DISTRIBUTION...................................................... 116
LEGAL MATTERS............................................................. 117
FINANCIAL INFORMATION..................................................... 117
RATING.................................................................... 117
INDEX OF PRINCIPAL DEFINITIONS............................................ 118
</TABLE>
6
<PAGE>
Until 90 days after the date of each Prospectus Supplement, all dealers
effecting transactions in the Offered Bonds covered by such Prospectus
Supplement, whether or not participating in the distribution thereof, may be
required to deliver such Prospectus Supplement and this Prospectus. This is in
addition to the obligation of dealers to deliver a Prospectus and Prospectus
Supplement when acting as underwriters and with respect to their unsold
allotments or subscriptions.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus and any
Prospectus Supplement with respect hereto and, if given or made, such
information or representations must not be relied upon. This Prospectus and any
Prospectus Supplement with respect hereto do not constitute an offer to sell or
a solicitation of an offer to buy any securities other than the Offered Bonds
or an offer of the Offered Bonds to any person in any state or other
jurisdiction in which such offer would be unlawful. The delivery of this
Prospectus at any time does not imply that information herein is correct as of
any time subsequent to the time it is delivered; however, if any material
change occurs while this Prospectus is required by law to be delivered, this
Prospectus will be amended or supplemented accordingly.
PROSPECTUS SUPPLEMENT
As more particularly described herein, the Prospectus Supplement relating to
the Offered Bonds of each Series will, among other things, set forth with
respect to such Bonds, as appropriate: (i) a description of the class or
classes of Bonds, the payment provisions with respect to each such class and
the interest rate or method of determining the interest rate with respect to
each such class; (ii) the aggregate principal amount and payment dates relating
to such Series and, if applicable, the initial and final scheduled payment
dates for each class; (iii) information as to the assets of the Owner Trust
(with respect to the Bonds of any Series, the "Trust Assets") constituting the
related Collateral, including the general characteristics of the assets
included therein, including the Mortgage Loans and any Credit Support and Cash
Flow Agreements; (iv) the circumstances, if any, under which the Bonds may be
subject to call; (v) additional information with respect to the method of
distribution of such Bonds; (vi) information as to any Master Servicer, any
Special Servicer (or provision for the appointment thereof) and the Indenture
Trustee, as applicable; (vii) information as to the nature and extent of
subordination with respect to any class of Bonds that is subordinate in right
of payment to any other class; and (viii) whether such Bonds will be initially
issued in definitive or book-entry form.
7
<PAGE>
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus forms a part)
under the Securities Act of 1933, as amended, with respect to the Offered
Bonds. This Prospectus and the Prospectus Supplement relating to each Series of
Bonds contain summaries of the material terms of the documents referred to
herein and therein, but do not contain all of the information set forth in the
Registration Statement pursuant to the rules and regulations of the Commission.
For further information, reference is made to such Registration Statement and
the exhibits thereto. Such Registration Statement and exhibits can be inspected
and copied at prescribed rates at the public reference facilities maintained by
the Commission at its Public Reference Room, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its Regional Offices located as follows: Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661; and New York Regional Office, Seven World Trade Center, New York, New
York 10048. Information may be obtained on the Public Reference Room by calling
the Commission at 1-800-SEC-0330. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including Imperial Credit Commercial
Mortgage Acceptance Corp., that file electronically with the Commission.
Some or all of the Mortgage Loans may, in addition to the related Mortgage,
be secured by an assignment of the lessors' (i.e., the related Mortgagors')
rights in one or more leases (each, a "Lease") on the related Mortgaged
Property. If indicated, however, in the Prospectus Supplement for a given
Series, a significant or the sole source of payments on the Mortgage Loans in
such Series, and, therefore, of payments on such Bonds, will be rental payments
due from specified lessees under the Leases, under such circumstances
prospective investors in the related Series of Bonds may wish to consider
publicly available information, if any, concerning such lessees. Reference
should be made to the related Prospectus Supplement for information concerning
such lessees and whether any such lessees are subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended.
The Master Servicer or the Indenture Trustee will be required to mail to
holders of Definitive Bonds (as defined herein) of each Series periodic
unaudited reports concerning such Bonds and the related Trust Assets. Unless
and until Definitive Bonds are issued, such reports will be sent on behalf of
the related Issuer to Cede & Co. ("Cede"), as nominee of The Depository Trust
Company ("DTC") and registered holder of the Offered Bonds or such other person
as specified in the related Prospectus Supplement, pursuant to the applicable
Agreement. Such reports may be available to Beneficial Owners (as defined
herein) in the Bonds upon request to their respective DTC Participants or
Indirect Participants (as defined herein). See "Description of the Bonds--
Reports to Bondholders" and "Description of the Agreements--Evidence as to
Compliance."
The Depositor will file or cause to be filed with the Commission such
periodic reports with respect to the Offered Bonds of each Series and the
related Trust Assets as are required under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations of the
Commission thereunder, for so long as such reports are required to be filed.
Because of the limited number of Bondholders expected for each Series, the
Depositor anticipates that a significant portion of such reporting requirements
will be permanently suspended following the first fiscal year for the related
Issuer.
8
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed or
caused to be filed by the Depositor with respect to the Offered Bonds of each
Series and the related Trust Assets pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of an offering of such
Offered Bonds. The Depositor will provide or cause to be provided without
charge to each person to whom this Prospectus is delivered in connection with
the offering of one or more classes of Offered Bonds, a copy of any or all
documents or reports incorporated herein by reference, in each case to the
extent such documents or reports relate to one or more of such classes of such
Offered Bonds, other than the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests to the
Depositor should be directed in writing to Imperial Credit Commercial Mortgage
Acceptance Corp., 11601 Wilshire Boulevard, No. 2080, Los Angeles, California
90025, Attention: Secretary. The Depositor has determined that its financial
statements are not material to the offering of any Offered Bonds.
9
<PAGE>
SUMMARY OF PROSPECTUS
The following summary is qualified in its entirety by reference to the more
detailed information appearing elsewhere in this Prospectus and by reference to
the information with respect to each Series of Bonds contained in the
Prospectus Supplement to be prepared and delivered in connection with the
offering of such Series. An Index of Principal Definitions is included at the
end of this Prospectus beginning on page 123.
Title of Bonds................ Collateralized Mortgage Bonds (the "Bonds"),
issuable in Series.
Depositor..................... Imperial Credit Commercial Mortgage Acceptance
Corp., a direct wholly-owned subsidiary of
Imperial Credit Commercial Mortgage Investment
Corp., a Maryland corporation ("ICCMIC"). See
"The Depositor."
Issuer........................ With respect to each Series of Bonds, the Owner
Trust that will act as the issuer of such
Series of Bonds (in such capacity, the
"Issuer"), to be formed pursuant to a deposit
trust agreement.
Master Servicer............... The master servicer (the "Master Servicer "),
if any, for each Series of Bonds, which may be
an affiliate of the Depositor, will be named in
the related Prospectus Supplement. See
"Description of the Agreements--Collection and
Other Servicing Procedures."
Special Servicer.............. The special servicer (the "Special Servicer"),
if any, for each Series of Bonds, which may be
an affiliate of the Depositor, will be named,
or the circumstances in accordance with which a
Special Servicer will be appointed will be
described, in the related Prospectus
Supplement. See "Description of the
Agreements--Special Servicers."
Indenture Trustee............. The indenture trustee (the "Indenture Trustee
") for each Series of Bonds will be named in
the related Prospectus Supplement. The
Indenture Trustee will be a bank or trust
company qualified under the Trust Indenture Act
of 1939, as amended (the "TIA"). See
"Description of the Agreements--The Indenture
Trustee."
Collateral.................... Each Series of Bonds will represent
indebtedness of the related Issuer and will be
secured by the Collateral which will consist
primarily of:
10
<PAGE>
The Mortgage Loans with respect to each Series
(a) Special Payment of Bonds may be subject to various types of
Provisions ................... payment provisions as specified in the related
Prospectus Supplement, and may include Balloon
Payment Loans. See "Description of the
Collateral--Payment Provisions of the Mortgage
Loans."
(b) Mortgage Loans............ The Mortgage Loans with respect to each Series
of Bonds will consist of a pool of commercial
mortgage loans, including loans secured by
multifamily, retail and office properties
(collectively, the "Mortgage Loans"). The
Mortgage Loans will not be guaranteed or
insured by the Depositor or any of its
affiliates. The Mortgage Loans will be
guaranteed or insured by a governmental agency
or instrumentality or other person only if and
to the extent expressly provided in the related
Prospectus Supplement. As more specifically
described herein, the Mortgage Loans will be
secured by first or junior liens on, or
security interests in, properties consisting of
(i) residential properties consisting of five
or more rental or cooperatively owned dwelling
units, (ii) retail stores and establishments,
(iii) office buildings, or (iv) other
commercial properties, including hotels or
motels, nursing homes, assisted living
facilities, continuum care facilities, day care
centers, schools, hospitals or other healthcare
related facilities, industrial properties,
warehouse facilities, mini-warehouse
facilities, self-storage facilities,
distribution centers, transportation centers,
parking facilities, entertainment and/or
recreation facilities, movie theaters,
restaurants, golf courses, car washes,
automobile dealerships, mobile home parks,
mixed use (including mixed commercial uses and
mixed commercial and residential uses) and/or
unimproved land (the "Commercial Properties").
It is anticipated that the Mortgagors will be
required to maintain hazard insurance on the
Mortgaged Properties in accordance with the
terms of the underlying Mortgage Loan
documents. The term "Mortgaged Properties"
shall refer to the types of properties
described in clauses (i) to (iv) above.
Some or all of the Mortgage Loans may also be
secured by an assignment of one or more leases
(each, a "Lease") of one or more lessees (each,
a "Lessee") of all or a portion of the related
Mortgaged Properties. A significant
11
<PAGE>
or the sole source of payments on certain
Commercial Loans (as defined herein) will be
the rental payments due under specified Leases.
The Commercial Loans will have significant
sources of payments thereon other than the
rental payments due under the Leases only if
and to the extent expressly provided in the
related Prospectus Supplement. In certain
circumstances, with respect to Commercial
Properties, the material terms and conditions
of the related Leases may be set forth in the
related Prospectus Supplement. See "Description
of the Collateral--Mortgage Loans--Leases" and
"Risk Factors--Limited Assets" herein.
The Mortgaged Properties may be located in any
one of the fifty states, the District of
Columbia, Guam, the Commonwealth of Puerto Rico
or any other territory of the United States.
All Mortgage Loans will have been originated by
persons other than the Depositor, and all
Mortgage Loans will have been purchased or
otherwise acquired, either directly or
indirectly, by the Depositor on or before the
date of initial issuance of the related Series
of Bonds. The related Prospectus Supplement
will indicate if any such persons are
affiliates of the Depositor.
Each Mortgage Loan may provide for no accrual
of interest or for accrual of interest thereon
at an interest rate (a "Mortgage Interest
Rate") that is fixed over its term or that
adjusts from time to time, or is partially
fixed and partially floating or that may be
converted from a floating to a fixed Mortgage
Interest Rate, or from a fixed to a floating
Mortgage Interest Rate, from time to time at
the Mortgagor's election, in each case as
described in the related Prospectus Supplement.
The floating Mortgage Interest Rates on the
Mortgage Loans constituting the Collateral for
a Series of Bonds may be based on one or more
indices. Each Mortgage Loan may provide for
scheduled payments to maturity, payments that
adjust from time to time to accommodate changes
in the Mortgage Interest Rate or to reflect the
occurrence of certain events, and may provide
for negative amortization or accelerated
amortization, in each case as described in the
related Prospectus Supplement. Each Mortgage
Loan may be fully amortizing or require a
balloon payment due
12
<PAGE>
on its stated maturity date, in each case as
described in the related Prospectus Supplement.
Each Mortgage Loan may contain prohibitions on
prepayment or require payment of a premium or a
yield maintenance penalty in connection with a
prepayment, in each case as described in the
related Prospectus Supplement. The Mortgage
Loans may provide for payments of principal,
interest or both, on due dates that occur
monthly, quarterly, semi-annually or at such
other interval as is specified in the related
Prospectus Supplement. See "Description of the
Collateral--Payment Provisions of the Mortgage
Loans."
(c) Collection Accounts....... The Collateral for each Series of Bonds will
include one or more accounts established and
maintained on behalf of the Bondholders into
which the person or persons designated in the
related Prospectus Supplement will deposit all
payments and collections received or advanced
with respect to the Mortgage Loans and other
Collateral. Such an account may be maintained
as an interest bearing or a non-interest
bearing account, and funds held therein may be
held as cash or invested in certain short-term,
investment grade obligations, in each case as
described in the related Prospectus Supplement.
See "Description of the Agreements--Payment
Account and Other Collection Accounts."
(d) Credit Support............ If so provided in the related Prospectus
Supplement, partial or full protection against
certain defaults and losses on the Mortgage
Loans constituting the related Collateral may
be provided to one or more classes of Bonds of
the related Series in the form of subordination
of one or more other classes of Bonds of such
Series, which other classes may include one or
more classes of Offered Bonds, or by one or
more other types of credit support, such as a
letter of credit, insurance policy, reserve
fund or another type of credit support, or a
combination thereof (any such coverage with
respect to the Bonds of any Series, "Credit
Support"). The amount and types of coverage,
the identification of the entity providing the
coverage (if applicable) and related
information with respect to each type of Credit
Support, if any, will be described in the
Prospectus Supplement for a Series of Bonds.
See "Risk Factors--Credit Support Limitations"
and "Description
13
<PAGE>
of Credit Support." No Series of Bonds will be
secured by a prefunding account for the
purchase or acquisition of Mortgage Loans after
the date on which such Bonds are initially
issued.
If the Mortgage Loans collateralizing a Series
of Bonds are divided into separate groups, each
supporting a separate class or classes of Bonds
of the Series, credit support may be provided
by cross-support provisions requiring that
payments be made on Senior Bonds backed by
interests in one group of Mortgage Loans prior
to payments on Subordinate Bonds backed by
interests in a different group of Mortgage
Loans for the same Series. The Prospectus
Supplement for a Series that includes a cross-
support provision will describe the manner in
which such provisions will work. See
"Description of Credit Support--Cross-Support
Provisions."
(e) Cash Flow Agreements...... If so provided in the related Prospectus
Supplement, the Collateral may include
guaranteed investment contracts pursuant to
which moneys held in the funds and accounts
established for the related Series will be
invested at a specified rate. Such guaranteed
investment contracts will not provide more than
20% of the anticipated cash flow of the
Collateral for any Series. The Collateral may
also include certain other agreements, such as
interest rate exchange agreements, interest
rate cap or floor agreements, currency exchange
agreements or similar agreements provided to
reduce the effects of interest rate or currency
exchange rate fluctuations on the Mortgage
Loans of one or more classes of Bonds. The
principal terms of any such guaranteed
investment contract or other agreement (any
such agreement, a "Cash Flow Agreement"),
including, without limitation, provisions
relating to the timing, manner and amount of
payments thereunder and provisions relating to
the termination thereof, will be described in
the Prospectus Supplement for the related
Series. In addition, the related Prospectus
Supplement will provide certain information
with respect to the obligor under any such Cash
Flow Agreement. See "Description of the
Collateral--Cash Flow Agreements."
14
<PAGE>
Description of Bonds.......... Each Series of Bonds will be issued pursuant to
an indenture (each, an "Indenture"), will
represent indebtedness of the related Issuer
(which will be formed pursuant to a deposit
trust agreement (each, a "Deposit Trust
Agreement") between the Depositor and the Owner
Trustee specified in the Prospectus Supplement,
and will be secured by, among other things, a
pledge of Collateral that includes Mortgage
Loans (or a specified group thereof). The
Mortgage Loans shall be serviced pursuant to a
servicing agreement. Indentures, deposit trust
agreements and servicing agreements are
referred to herein as the "Agreements."
Each Series of Bonds will include one or more
classes. Each class of Bonds (other than
Interest Only Bonds, as defined below) will
have a Bond Principal Amount and (other than
Principal Only Bonds, as defined below) will
accrue interest thereon based on a fixed,
variable or floating interest rate. The related
Prospectus Supplement will further specify the
Bond Principal Amount, if any, and the interest
rate, if any, for each class of Bonds or, in
the case of a variable or floating interest
rate, the method for determining the interest
rate.
Payments on Bonds............. Each Series of Bonds will consist of one or
more classes of Bonds that may (i) provide for
the accrual of interest thereon based on fixed,
variable or floating rates; (ii) be senior
(collectively, "Senior Bonds") or subordinate
(collectively, "Subordinate Bonds") to one or
more other classes of Bonds in respect of
certain payments on the Bonds; (iii) be
entitled to principal payments, with
disproportionately low, nominal or no interest
payments (collectively, "Principal Only
Bonds"); (iv) be entitled to interest payments,
with disproportionately low, nominal or no
principal payments (collectively, "Interest
Only Bonds"); (v) provide for payments of
accrued interest thereon commencing only
following the occurrence of certain events,
such as the retirement of one or more other
classes of Bonds of such Series (collectively,
"Accrual Bonds"); (vi) provide for payments of
principal sequentially, based on specified
payment schedules or other methodologies;
and/or (vii) provide for payments based on a
combination of two or more components
15
<PAGE>
thereof with one or more of the characteristics
described in this paragraph, including a
Principal Only Bond component and a Interest
Only Bond component, to the extent of available
funds, in each case as described in the related
Prospectus Supplement. With respect to Bonds
with two or more components, references herein
to Bond Principal Amount, notional amount and
interest rate refer to the principal balance,
if any, notional amount, if any, and the
interest rate, if any, for any such component.
The Bonds or the underlying Mortgage Loans will
be guaranteed or insured by a governmental
agency or instrumentality, the Depositor, any
Servicer or any of their affiliates only if and
to the extent expressly provided in the related
Prospectus Supplement. See "Risk Factors--
Limited Assets for Payment of Bonds" and
"Description of the Bonds."
(a) Interest.................. Interest on each class of Offered Bonds (other
than Principal Only Bonds and certain classes
of Interest Only Bonds) of each Series will
accrue at the applicable interest rate on the
outstanding Bond Principal Amount thereof and
will be paid to Bondholders as provided in the
related Prospectus Supplement (each of the
specified dates on which payments are to be
made, a "Payment Date"). Payments with respect
to interest on Interest Only Bonds may be made
on each Payment Date on the basis of a notional
amount as described in the related Prospectus
Supplement. Payments of interest with respect
to one or more classes of Bonds may be reduced
to the extent of certain delinquencies, losses,
prepayment interest shortfalls, and other
contingencies described herein and in the
related Prospectus Supplement. Principal Only
Bonds with no stated interest rate will not
accrue interest. See "Risk Factors--Rate of
Prepayments on Mortgage Loans and Priority of
Payment of Bonds May Adversely Affect Average
Lives and Yields of Bonds," "Yield
Considerations" and "Description of the Bonds--
Payments of Interest on the Bonds."
(b) Principal................. The Bonds of each Series initially will have an
aggregate Bond Principal Amount specified in
the related Prospectus Supplement. The Bond
Principal Amount of a Bond outstanding from
time to time represents the maximum
16
<PAGE>
amount that the holder thereof is then entitled
to receive in respect of principal from future
cash flow on the related Collateral. Payments
of principal will be made on each Payment Date
or such other date specified in the related
Prospectus Supplement to the class or classes
of Bonds entitled thereto in accordance with
the provisions described in such Prospectus
Supplement. Payments of principal of any class
of Bonds will be made on a pro rata basis among
all of the Bonds of such class or by random
selection or such other basis as specified in
the related Prospectus Supplement, as described
in the related Prospectus Supplement or
otherwise established by the related Indenture
Trustee. Interest Only Bonds with no Bond
Principal Amount will not receive payments in
respect of principal. See "Description of the
Bonds--Payments of Principal of the Bonds."
Advances...................... If so specified in the related Prospectus
Supplement, the Master Servicer or the Special
Servicer (each, a "Servicer") will be obligated
as part of its servicing responsibilities to
make certain advances with respect to
delinquent scheduled payments on the Mortgage
Loans constituting such Collateral. If so
specified in the related Prospectus Supplement,
another entity will be required to make such
advances in the event the Servicer fails to do
so. Any such advances will be made under and
subject to any determinations or conditions set
forth in the related Prospectus Supplement.
Neither the Depositor nor any of its affiliates
will have any responsibility to make such
advances. Advances are reimbursable generally
from subsequent recoveries in respect of such
Mortgage Loans or from collections from other
Collateral. If specified in the Prospectus
Supplement for any Series, each Servicer or
another entity will be entitled to receive
interest on its outstanding advances, payable
from the sources specified in such Prospectus
Supplement. See "Description of the Bonds--
Advances in Respect of Delinquencies."
Stated Maturity of the The "Stated Maturity" for each class of Bonds
Bonds......................... is the date as of which all the Bonds of such
class will be required to be fully paid.
However, the actual maturity of any Bond may
occur earlier, and even significantly earlier,
than its Stated Maturity, depending, in part,
on the rate of
17
<PAGE>
principal payments on the related Mortgage
Loans. The rate of principal payments (and of
principal prepayments in particular) on the
Mortgage Loans pledged as security for any
Series of Bonds will depend on a variety of
factors, including the characteristics of such
Mortgage Loans and the prevailing level of
interest rates from time to time, as well as on
a variety of economic, demographic, geographic,
tax, legal and other factors. No assurance can
be given as to the actual prepayment experience
of such Mortgage Loans. The Stated Maturity for
each class of Offered Bonds will be set forth
in the related Prospectus Supplement. See
"Yield Considerations."
Special Redemption of Bonds... If so specified in the related Prospectus
Supplement, a Series of Bonds will be subject
to a special redemption (any date on which a
special redemption may and does occur, a
"Special Redemption Date"), in whole or in
part, if, as a result of prepayment experience
on the related Mortgage Loans or low
reinvestment yields or both, the Indenture
Trustee determines (based on assumptions, if
any, specified in the related Indenture and
after giving effect to the amounts, if any,
available to be withdrawn from or under any
reserve fund or instrument constituting Credit
Support or a Cash Flow Agreement for such
Series) that the amount anticipated to be
available in the Payment Account for such
Series on the date specified in the related
Prospectus Supplement, will be insufficient to
meet debt service requirements on any portion
of the Bonds. Any such redemption would be
limited to certain collections, including the
aggregate amount of all scheduled principal
payments and prepayments, received on the
related Mortgage Loans since the last Payment
Date or Special Redemption Date, whichever is
later, and may shorten the maturity of any Bond
so redeemed by no more than the period between
the date of such special redemption and the
next Payment Date. All payments of principal
pursuant to any special redemption will be made
in the order of priority and manner specified
in the related Prospectus Supplement. Bonds
subject to special redemption shall be redeemed
on the applicable Special Redemption Date at a
price (the "Redemption Price") equal to 100%
(or such other percentage specified in the
related Prospectus Supplement) of the principal
amount of
18
<PAGE>
such Bonds, or portions thereof, so redeemed,
plus accrued interest thereon to the date
specified in the related Prospectus Supplement.
If specified in the related Prospectus
Supplement, a Series of Bonds may be subject to
special redemption in whole or in part
following certain defaults under an agreement
constituting Credit Support and upon the
occurrence of certain other events, at the
Redemption Price. See "Description of the
Bonds--Special Redemption of Bonds".
Optional Redemption of If specified in the related Prospectus
Bonds......................... Supplement, one or more classes of Bonds of any
Series may be redeemed in whole or in part, at
the Issuer's option, on any Payment Date on or
after the date specified in the related
Prospectus Supplement and at the Redemption
Price equal to 100% of the principal amount of
such Bonds, or portions thereof, so redeemed,
plus accrued interest thereon to the date
specified in the related Prospectus Supplement.
Any such optional redemption may occur at a
time when a significant portion of the
aggregate Bond Principal Amount of all the
classes of Bonds that will be so redeemed,
remains outstanding (that is, a time when the
aggregate Bond Principal Amount of such classes
of Bonds is greater than 25% of the initial
aggregate Bond Principal Amount thereof). See
"Description of the Bonds--Optional Redemption
of Bonds".
Registration of Bonds......... If so provided in the related Prospectus
Supplement, one or more classes of the Offered
Bonds will initially be represented by one or
more Bonds, registered in the name of Cede &
Co., as the nominee of DTC. No person acquiring
an interest in Offered Bonds so registered will
be entitled to receive a definitive bond,
representing such person's interest except in
the event that definitive bonds are issued
under the limited circumstances described
herein. See "Risk Factors--Owners of Book-Entry
Bonds Not Entitled to Exercise Rights of
Holders of Bonds" and "Description of the
Bonds--Book-Entry Registration and Definitive
Bonds."
Material Tax Consequences..... In the opinion of Cadwalader, Wickersham &
Taft, special counsel to the Depositor, the
Bonds of each Series will constitute evidences
of indebtedness of the related Issuer treated
as debt instruments for federal income tax
19
<PAGE>
purposes. For further information regarding
federal income tax consequences of an
investment in the Bonds, see "Federal Income
Tax Consequences" herein.
Certain ERISA A fiduciary of any retirement plan or other
Considerations................ employee benefit plan or arrangement subject to
the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or Section 4975 of
the Internal Revenue Code of 1986, as amended
(the "Code") (each, a "Plan") should carefully
review with its legal advisors whether the
purchase or holding of the Bonds could give
rise to a transaction prohibited or not
otherwise permissible under ERISA or Section
4975 of the Code. See "Certain ERISA
Considerations" herein and in the related
Prospectus Supplement.
Legal Investment.............. The related Prospectus Supplement will specify
whether the Offered Bonds will constitute
"mortgage related securities" for purposes of
the Secondary Mortgage Market Enhancement Act
of 1984, as amended. The appropriate
characterization of the Offered Bonds under
various legal investment restrictions, and thus
the ability of investors subject to these
restrictions to purchase the Offered Bonds, may
be subject to significant interpretive
uncertainties. Investors whose investment
authority is subject to legal restrictions
should consult their own legal advisors to
determine whether and to what extent the
Offered Bonds constitute legal investments for
them. See "Legal Investment" herein and in the
related Prospectus Supplement.
Rating........................ At the date of issuance, as to each Series,
each class of Offered Bonds will be rated in
one of the four highest rating categories by
one or more nationally recognized statistical
rating agencies (each, a "Rating Agency"). See
"Rating" herein and in the related Prospectus
Supplement.
A security rating is not a recommendation to
buy, sell or hold securities and may be subject
to revision or withdrawal at any time by the
assigning rating organization.
20
<PAGE>
Material Risks................ Prospective investors are urged to read "Risk
Factors" herein and in the applicable
Prospectus Supplement for a discussion of the
material risks associated with an investment in
the Bonds.
No Listing of Bonds...........
It is not expected that any application will be
made to list the Bonds of a Series or any
securities exchange or quote the Bonds in the
automated quotation system of any registered
securities association.
21
<PAGE>
RISK FACTORS
Investors should carefully consider the following material risks and certain
other factors as may be set forth in the Prospectus Supplement under "Risk
Factors" before making an investment decision. In particular, payment on the
Offered Bonds will depend on payments received on and other recoveries with
respect to the Mortgage Loans. Therefore, you should carefully consider the
risk factors relating to the mortgage loans and the mortgaged properties.
While the Depositor believes that this Prospectus and the related Prospectus
Supplement will disclose all material risks relating to your investment, such
risks may not be the only ones relating to the Offered Bonds. Additional risks
and uncertainties not presently known to the Depositor or that the Depositor
currently deems immaterial may also impair your investment.
If any of the following risks are realized, your investment could be
materially and adversely affected.
Limited Assets for Payment of Bonds
Since the Issuer's only assets will generally be those securing the Bonds of
a Series, investors should look to such assets as the sole source of payments
on their Bonds. The Bonds of each Series will not represent an obligation of or
interest in the Depositor, any Master Servicer, any Special Servicer or any of
their respective affiliates, except to the limited extent that the Bonds of
each Series will represent limited recourse obligations of one or more Owner
Trusts. The only other obligations with respect to the Bonds or the Mortgage
Loans will be the obligations (if any) of the Depositor (or, if provided in the
related Prospectus Supplement, the person identified therein as the person
making certain representations and warranties with respect to the Mortgage
Loans, as applicable, the "Warrantying Party") pursuant to certain limited
representations and warranties made with respect to the Mortgage Loans. Since
certain representations and warranties with respect to the Mortgage Loans may
have been made and/or assigned in connection with transfers of such Mortgage
Loans prior to the Closing Date, the rights of the Indenture Trustee and the
Bondholders with respect to such representations or warranties will be limited
to their rights as an assignee thereof. The Depositor, any Servicer or any
affiliate thereof will have an obligation with respect to the representations
and warranties made by another entity only if and to the extent expressly
provided in the related Prospectus Supplement.
The Bonds or the underlying Mortgage Loans will be guaranteed or insured by a
governmental agency or instrumentality, the Depositor, any Servicer or any of
their affiliates only if and to the extent expressly provided in the related
Prospectus Supplement. Proceeds of the related Collateral for each Series of
Bonds (including the Mortgage Loans and any form of credit enhancement) will be
the sole source of payments on the Bonds, and there will be no recourse to the
Depositor or any other entity in the event that such proceeds are insufficient
or otherwise unavailable to make all payments provided for under the Bonds.
Bondholders of a Series will have a claim against or security interest in the
Collateral for any other Series of Bonds if and only to the extent expressly
provided in the related Prospectus Supplement. If the related Trust Assets
constituting the Collateral is insufficient to make payments on
22
<PAGE>
such Bonds, no other assets (including any Trust Assets not constituting the
Collateral, if any) will be available for payment of the deficiency.
Additionally, certain amounts remaining in certain funds or accounts, including
the Payment Account, the Collection Account and REO Account and any accounts
maintained as Credit Support, may be withdrawn under certain conditions, as
described in the related Prospectus Supplement. In the event of such
withdrawal, such amounts will not be available for future payment of principal
of or interest on the Bonds. If so provided in the Prospectus Supplement for a
Series of Bonds consisting of one or more classes of Subordinate Bonds, on any
Payment Date in respect of which losses or shortfalls in collections on the
Collateral have been incurred, the amount of such losses or shortfalls will be
borne first by one or more classes of the Subordinate Bonds, and, thereafter,
by the remaining classes of Bonds in the priority and manner and subject to the
limitations specified in such Prospectus Supplement.
Limited Liquidity for Bonds
There can be no assurance that a secondary market for the Bonds of any Series
will develop or, if it does develop, that it will provide holders with
liquidity of investment or will continue while Bonds of such Series remain
outstanding. Any such secondary market may provide less liquidity to investors
than any comparable market for securities evidencing interests in or secured by
single family mortgage loans. The market value of Bonds will fluctuate with
changes in prevailing rates of interest. Consequently, sale of Bonds by a
holder in any secondary market that may develop may be at a discount from 100%
of their original principal balance or from their purchase price. Furthermore,
secondary market purchasers may look only to this Prospectus, to the related
Prospectus Supplement and to the reports to Bondholders delivered pursuant to
the related Agreement as described in this Prospectus under the heading
"Description of the Bonds--Reports to Bondholders," "--Book-Entry Registration
and Definitive Bonds" and "Description of the Agreements--Evidence as to
Compliance" for information concerning the Bonds.
As may be further described in the related Prospectus Supplement, the Bonds
are subject to early retirement only under certain specified circumstances
described in this Prospectus and in the related Prospectus Supplement, and
Bondholders will only have redemption rights if specified in the related
Prospectus Supplement. See "Description of the Bonds--Optional Redemption of
Bonds" and "Description of the Bonds--Special Redemption of Bonds." It is not
expected that any application will be made to list the Bonds of a Series on any
securities exchange or quote the Bonds in the automated quotation system of any
registered securities association. Accordingly, the liquidity of the Bonds may
be limited.
Rate of Prepayments on Mortgage Loans May Adversely Affect Average Lives and
Yields of Bonds
The investor's yield to maturity on their Bonds will be affected by the rate
of payments on their Bonds. Prepayments (including those caused by defaults) on
the Mortgage Loans constituting the related Collateral for any Series of Bonds
generally will result in a faster rate of principal payments on one or more
classes of the related Bonds than if payments on such Mortgage Loans were made
as scheduled. Thus, the prepayment experience on the Mortgage Loans may affect
the average life of each class of related Bonds. The rate of principal payments
on pools of mortgage loans varies between pools and from time to time is
influenced by a variety of economic, demographic,
23
<PAGE>
geographic, social, tax, legal and other factors. There is no assurance as to
the rate of prepayment on the related Mortgage Loans with respect to any Series
of Bonds or that the rate of payments will conform to any model described
herein or in any Prospectus Supplement. If prevailing interest rates fall
significantly below the interest rates on the applicable Mortgage Loans,
principal prepayments are likely to be higher than if prevailing rates remain
at or above the rates borne by such Mortgage Loans. As a result, the actual
maturity of any class of Bonds could occur significantly earlier than expected.
A Series of Bonds may include one or more classes of Bonds with priorities of
payment and, as a result, yields on other classes of Bonds, including classes
of Offered Bonds, of such Series may be more sensitive to prepayments on
Mortgage Loans. A Series of Bonds may include one or more classes offered at a
significant premium or discount. Yields on such classes of Bonds will be
sensitive, and in some cases extremely sensitive, to prepayments on Mortgage
Loans and, where the amount of interest payable with respect to a class is
disproportionately high, as compared to the amount of principal, as with
certain classes of Interest Only Bonds, a holder might, in some prepayment
scenarios, fail to recoup its original investment. A Series of Bonds may
include one or more classes of Bonds, including classes of Offered Bonds, that
provide for payment of principal thereof from amounts attributable to interest
accrued but not currently payable on one or more classes of Accrual Bonds and,
as a result, yields on such Bonds will be sensitive to (a) the provisions of
such Accrual Bonds relating to the timing of payments of interest thereon and
(b) if such Accrual Bonds accrue interest at a variable or floating interest
rate, changes in such rate. See "Yield Considerations" herein and, if
applicable, in the related Prospectus Supplement.
Optional Redemption of Bonds May Adversely Affect Average Lives and Yields of
Bonds
The timing of an optional redemption of Bonds of a Series may affect the
investors' yield to maturity of their Bonds. The Issuer may, at its option and
if so specified in the related Prospectus Supplement, redeem in whole or in
part, one or more classes of Bonds of any Series on any Payment Date for such
Series on or after the date or dates, if any, specified in such Prospectus
Supplement. Notice of such redemption will be given by the Issuer or Indenture
Trustee for such Series prior to the expected date thereof. The Redemption
Price for any Bond so redeemed will be equal to 100% of the outstanding
principal amount of such Bond, or portion thereof, so redeemed, together with
interest accrued thereon to the date specified in the related Prospectus
Supplement. Any such optional redemption may occur at a time when a significant
portion of the aggregate Bond Principal Amount of all the classes of Bonds that
will be so redeemed, remains outstanding (that is, a time when the aggregate
Bond Principal Amount of such classes of Bonds is greater than 25% of the
initial aggregate Bond Principal Amount thereof).
Limited Nature of Ratings
Any rating assigned by a Rating Agency to a Series of Bonds will not
constitute an assessment of the likelihood that principal prepayments
(including those caused by defaults) on the related Mortgage Loans will be
made, the degree to which the rate of such prepayments might differ from that
originally anticipated or the likelihood of early optional termination of the
Series of Bonds. Such rating will not address the possibility that prepayment
at higher or lower rates than anticipated by an investor may cause such
investor to experience a lower than anticipated yield or that an investor
24
<PAGE>
purchasing a Bond at a significant premium might fail to recoup its initial
investment under certain prepayment scenarios. Each Prospectus Supplement will
identify any payment to which holders of Offered Bonds of the related Series
are entitled that is not covered by the applicable rating. Instead, such rating
will reflect such Rating Agency's assessment solely of the likelihood that
holders of Bonds of such class will receive payments to which such Bondholders
are entitled under the related Agreement.
The amount, type and nature of credit support, if any, established with
respect to a Series of Bonds will be determined on the basis of criteria
established by each Rating Agency rating classes of such Series. Such criteria
are sometimes based upon an actuarial analysis of the behavior of mortgage
loans in a larger group. Each Rating Agency determines the amount of credit
support required with respect to each such class using such analysis. There can
be no assurance that the historical data supporting any such actuarial analysis
will accurately reflect future experience nor any assurance that the data
derived from a large pool of mortgage loans accurately predicts the
delinquency, foreclosure or loss experience of any particular pool of Mortgage
Loans. No assurance can be given that values of any Mortgaged Properties have
remained or will remain at their levels on the respective dates of origination
of the related Mortgage Loans. Moreover, there is no assurance that
appreciation of real estate values generally will limit loss experiences on the
Mortgaged Properties. If the commercial or multifamily residential real estate
markets should experience an overall decline in property values such that the
outstanding principal balances of the Mortgage Loans with respect to a
particular Series of Bonds and any secondary financing on the related Mortgaged
Properties become equal to or greater than the value of the Mortgaged
Properties, the rates of delinquencies, foreclosures and losses could be higher
than those now generally experienced by institutional lenders. In addition,
adverse economic conditions (which may or may not affect real property values)
may affect the timely payment by Mortgagors of scheduled payments of principal
and interest on the Mortgage Loans and, accordingly, the rates of
delinquencies, foreclosures and losses with respect to such Mortgage Loans. To
the extent that such losses are not covered by the Credit Support, if any,
described in the related Prospectus Supplement, such losses will be borne, at
least in part, by the holders of one or more classes of the Bonds of the
related Series. See "Description of Credit Support" and "Rating."
Subordination of Subordinate Bonds
The rights of the holders of the Subordinate Bonds of a Series to receive
distributions of amounts collected or advanced on or in respect of the Mortgage
Loans will be subordinated to those of the holders of the Senior Bonds. If any
losses or delinquencies occur with respect to Mortgage Loans such that the
total amounts collected or advanced in respect of the Mortgage Loans is not
sufficient to make all the required payments with respect to a Series of Bonds,
to the extent set forth in the Prospectus Supplement, such shortfall will be
allocated first to the holders of the Subordinate Bonds.
Risks of Floating Rate Bonds
The yield to investors in the Floating Rate Bonds of a Series will be highly
sensitive to changes in the index (the "Index") set forth in the Prospectus
Supplement. Investors in such Floating Rate Bonds should consider the risk that
lower than anticipated levels of the Index could result in actual yields that
are lower than anticipated yields on such Floating Rate Bonds. In general, the
earlier a
25
<PAGE>
change in the Index, the greater the effect on such investor's yield to
maturity. As a result, the effect on such investor's yield to maturity of an
Index that is higher (or lower) than the rate anticipated by such investor
during the period immediately following the issuance of the Floating Rate Bonds
is not likely to be offset by a subsequent like reduction (or increase) in the
Index.
Risks of Interest Only Bonds
The yield to maturity to investors in Interest Only Bonds of a Series will be
extremely sensitive to the rate and timing of principal payments (including
prepayments), principal losses and interest rate decreases. Investors should
fully consider the associated risks, including the risk that a rapid rate of
principal payments and/or principal losses on the Mortgage Loans could result
in the failure by investors in the Interest Only Bonds to fully recoup their
initial investments.
Risks of Principal Only Bonds
The yield to maturity to investors in Principal Only Bonds of a Series will
be extremely sensitive to the rate and timing of principal payments (including
prepayments). Investors should fully consider the associated risks, including
the risk that a slower than anticipated rate of principal payments on the
Mortgage Loans could result in the failure by investors in the Principal Only
Bonds to fully recoup their initial investments.
Limited Issuer Events of Default
With certain exceptions described herein and to the extent provided in the
related Prospectus Supplement, the holders of Bonds of any Series will have no
independent ability to declare a default unless the Issuer shall fail to pay
such Bonds in full by their Stated Maturity. As may be further specified in the
Prospectus Supplement for any Series of Bonds, interest will be payable on the
respective classes of Bonds of such Series on each Payment Date only to the
extent that there are funds available for such purpose in the related Payment
Account, and the Issuer's failure to pay interest on such Bonds on a current
basis will not constitute an Issuer Event of Default (as defined herein). In
addition, as may be further specified in the Prospectus Supplement for any
Series of Bonds, if the aggregate principal amount of the related Collateral
declines below the aggregate Bond Principal Amount of such Bonds or of any
particular class or classes thereof, it will not be an Issuer Event of Default.
See "Description of the Agreements--Issuer Events of Default".
Bondholders Have Limited Ability to Force Sale of Collateral following Non-
Payment of Principal or Interest
As may be further specified in the related Prospectus Supplement, following
an Issuer Event of Default in respect of any Series of Bonds, the Indenture
Trustee for such Series may, and, at the direction of a percentage of holders
of Bonds specified in the related Prospectus Supplement, shall be required to,
declare all the Bonds of such Series to be due and payable. In addition, as may
be further specified in the related Prospectus Supplement, following any such
declaration of acceleration, the Indenture Trustee for such Series may,
generally with the consent or at the direction of a percentage of holders of
Bonds specified in the related Prospectus Supplement, liquidate the related
Mortgage Loans. As may be further specified in the related Prospectus
Supplement, any such declaration of
26
<PAGE>
acceleration and its consequences may be rescinded and annulled under certain
circumstances by a percentage of holders of Bonds specified in the related
Prospectus Supplement. For purposes of the foregoing, Bonds held by the Issuer
or any affiliate thereof will be deemed not to be outstanding. See "Description
of the Agreements--Issuer Events of Default".
In general, upon an Issuer Event of Default, declaration of acceleration and
liquidation of Collateral pursuant to the foregoing procedures (or any
alternative procedures described in the related Prospectus Supplement) will be
the sole remedy against the Issuer.
Each holder of an Offered Bond will be deemed to have agreed by the
acceptance of its Bond not to file a bankruptcy petition or commence similar
proceedings in respect of the Issuer.
The market value of the Mortgage Loans pledged to secure any Series of Bonds
will fluctuate as general interest rates fluctuate, among other things.
Following an Issuer Event of Default, there is no assurance that the market
value of the Mortgage Loans pledged to secure the affected Series of Bonds will
be equal to or greater than the unpaid principal and accrued interest due on
the Bonds of such Series, together with any other expenses or liabilities
payable from the sales proceeds. The holders of certain classes of Bonds may
have a disincentive to authorize the sale of the related Mortgage Loans
following an Issuer Event of Default because the net proceeds of such sale may
be insufficient to pay in full the principal of and interest on their Bonds.
Holders of one or more classes of Bonds may be adversely affected by the
inability of a particular class of Bonds to independently force the sale of the
related Mortgage Loans even though an Issuer Event of Default has occurred that
affects such class of Bondholders, and the inability of Bondholders generally
to force a sale of the related Mortgage Loans regardless of a substantial
decline in the aggregate principal amount of the related Collateral and
notwithstanding that interest may not have been timely paid on a class of
Bonds.
Bankruptcy or Insolvency of the Issuer
The bankruptcy or insolvency of the Issuer of any Series of Bonds could
adversely affect payments on the Offered Bonds of such Series. The automatic
stay imposed by Title 11 of the United States Code (the "Bankruptcy Code")
could prevent enforcement of obligations of such Issuer, including under such
Bonds and the related Indenture, or actions against any of such Issuer's
property, including the related Collateral, prior to modification of the stay.
In addition, the trustee in bankruptcy for such Issuer may be able to
accelerate payment of such Bonds and liquidate the related Mortgage Loans. In
the event the principal of the Bonds of such Series is declared due and
payable, the holders of any Offered Bonds of such Series issued at a discount
from par ("original issue discount") may be entitled, under applicable
provisions of the Bankruptcy Code, to receive no more than an amount equal to
the unpaid principal amount thereof less unamortized original issue discount
("accreted value"). There is no assurance as to how such accreted value would
be determined if such event occurred. The Issuer of each Series of Bonds will
be structured to limit the likelihood of bankruptcy or insolvency, but there
can be no assurance that such bankruptcy or insolvency will not occur.
27
<PAGE>
Factors Which May Increase the Risk of Losses on Mortgage Loans Secured by
Multifamily/Commercial Property Versus Single Family Property
The Bonds of a Series will be adversely affected by higher than anticipated
defaults on the Mortgage Loans collateralizing such Bonds. Mortgage loans made
with respect to multifamily or commercial property may entail risks of
delinquency and foreclosure, and risks of loss in the event thereof, that are
greater than similar risks associated with single family property. See
"Description of the Collateral--Default and Loss Considerations with Respect to
the Mortgage Loans." The ability of a Mortgagor to repay a loan secured by an
income-producing property typically is dependent primarily upon the successful
operation of such property rather than any independent income or assets of the
Mortgagor; thus, the value of an income-producing property is directly related
to the net operating income derived from such property. In contrast, the
ability of a Mortgagor to repay a single family loan typically is dependent
primarily upon the Mortgagor's household income, rather than the capacity of
the property to produce income; thus, other than in geographical areas where
employment is dependent upon a particular employer or an industry, the
Mortgagor's income tends not to reflect directly the value of such property. A
decline in the net operating income of an income-producing property will likely
affect both the performance of the related loan as well as the liquidation
value of such property, whereas a decline in the income of a Mortgagor on a
single family property will likely affect the performance of the related loan
but may not affect the liquidation value of such property. Moreover, a decline
in the value of a Mortgaged Property will increase the risk of loss
particularly with respect to any related junior Mortgage Loan. See "--Increased
Risk of Losses on Foreclosure of Junior Mortgage Loans."
The performance of a mortgage loan secured by an income-producing property
leased by the Mortgagor to tenants as well as the liquidation value of such
property may be dependent upon the business operated by such tenants in
connection with such property, the creditworthiness of such tenants or both.
The risks associated with such loans may be offset by the number of tenants or,
if applicable, a diversity of types of business operated by such tenants.
The Mortgage Loans with respect to any Series of Bonds may be nonrecourse
loans or loans for which recourse may be limited. With respect to those limited
recourse Mortgage Loans, in the event of Mortgagor default, recourse may be had
only against the specific property and such other assets, if any, as have been
pledged to secure the related Mortgage Loan. With respect to those Mortgage
Loans that provide for recourse against the Mortgagor and its assets generally,
there can be no assurance that such recourse will ensure a recovery in respect
of a defaulted Mortgage Loan greater than the liquidation value of the related
Mortgaged Property.
Further, the concentration of default, foreclosure and loss risks in
individual Mortgagors or Mortgage Loans with respect to a particular Series of
Bonds or the related Mortgaged Properties will generally be greater than for
pools of single family loans both because the related Mortgage Loans will
generally consist of a smaller number of loans than would a single family pool
of comparable aggregate unpaid principal balance and because of the higher
principal balance of individual Mortgage Loans. Mortgage Loans with respect to
any Series of Bonds may consist of only a single or limited number of Mortgage
Loans and/or relate to Leases to only a single Lessee or a limited number of
Lessees.
28
<PAGE>
Increased Risk of Losses in Connection with Commercial Loans and Leases
If so described in the related Prospectus Supplement, each Mortgagor under a
Commercial Loan may be an entity created by the owner or purchaser of the
related Commercial Property solely to own or purchase such property, in part to
isolate the property from the debts and liabilities of such owner or purchaser.
If specified in the related Prospectus Supplement, each such Commercial Loan
will represent a nonrecourse obligation of the related Mortgagor secured by the
lien of the related Mortgage and the related Lease Assignments. Whether or not
such loans are recourse or nonrecourse obligations, it is not expected that the
Mortgagors will have any significant assets other than the Commercial
Properties and the related Leases, which will be pledged to the Indenture
Trustee under the related Agreement. Therefore, the payment of amounts due on
any such Commercial Loans, and, consequently, the payment of principal of and
interest on the related Bonds, will depend primarily or solely on rental
payments by the Lessees. Such rental payments will, in turn, depend on
continued occupancy by and/or the creditworthiness of such Lessees, which in
either case may be adversely affected by a general economic downturn or an
adverse change in their financial condition. Moreover, to the extent a
Commercial Property was designed for the needs of a specific type of tenant
(e.g., a nursing home, hotel or motel), the value of such property in the event
of a default by the Lessee or the early termination of such Lease may be
adversely affected because of difficulty in re-leasing the property to a
suitable substitute lessee or, if re-leasing to such a substitute is not
possible, because of the cost of altering the property for another more
marketable use. As a result, without the benefit of the Lessee's continued
support of the Commercial Property, and absent significant amortization of the
Commercial Loan, if such loan is foreclosed on and the Commercial Property
liquidated following a lease default, the net proceeds might be insufficient to
cover the outstanding principal and interest owing on such loan, thereby
increasing the risk that holders of the Bonds will suffer some loss.
Risks Particular to Multifamily Properties
The successful operation of a multifamily property will depend on, among
other factors, its reputation, the ability of management to provide adequate
maintenance and insurance, and the types of services it provides. In some
cases, that operation may be affected by circumstances outside the control of
the borrower, such as the deterioration of the surrounding neighborhood, the
development of competitive projects, the imposition of rent control or changes
in tax laws. All of these conditions and events may increase the possibility
that a borrower may be unable to meet its obligation under its Mortgage Loan.
Certain states regulate the relationship of landlord and its tenants.
Commonly, these laws require a written lease, good cause for eviction and
disclosure of fees, while prohibiting unreasonable rules and retaliatory
evictions. Apartment building owners have been the subject of suits under state
"Unfair and Deceptive Practices Acts" and other general consumer protection
statutes for coercive, abusive or unconscionable leasing and sales practices. A
few states offer more significant protection. For example, there are provisions
that limit the basis on which a landlord may terminate a tenancy or increase
its rent or prohibit a landlord from terminating a tenancy solely by reason of
the sale of the building.
29
<PAGE>
In addition to state regulation of the landlord-tenant relationship, numerous
counties and municipalities impose rent control or rent stabilization
regulations on apartment buildings. These ordinances may limit rent increases
to fixed percentages, to percentages of increases in the consumer price index,
to increases set or approved by a governmental agency, or to increases
determined through mediation or binding arbitration. In many cases, the rent
control or rent stabilization laws do not permit vacancy decontrol or
destabilization. Any limitations on a borrower's ability to raise property
rents may impair such borrower's ability to repay its Mortgage Loan from its
net cash flow or the proceeds of a sale or refinancing of the related Mortgaged
Property.
Risks Particular to Retail Properties
Significant factors determining the value of retail properties are the
quality of the tenants as well as fundamental aspects of real estate such as
location and market demographics. The correlation between the success of tenant
businesses and property value is more direct with respect to retail properties
than other types of commercial property because a component of the total rent
paid by retail tenants may be tied to a percentage of gross sales. Whether a
retail property is "anchored" or "unanchored" by a large retail tenant is also
an important distinction. Retail properties that are anchored have
traditionally been perceived to be less risky. While there is no strict
definition of an anchor, it is generally understood that a retail anchor tenant
is proportionately larger in size and is vital in attracting customers to the
retail property, whether or not such retail anchor is located on the related
Mortgaged Property. Furthermore, the correlation between the success of tenant
businesses and property value is increased when the property is a single tenant
property.
Unlike office or hotel properties, retail properties also face competition
from sources outside a given real estate market. Catalogue retailers, home
shopping networks, the Internet, telemarketing and outlet centers all compete
with more traditional retail properties for consumer dollars spent on products
and services sold in retail stores. Continued growth of these alternative
retail outlets (which are often characterized by lower operating costs) could
adversely affect the rents collectible at retail properties.
Risks Particular to Office Properties
Significant factors determining the value of office properties are the
quality of the tenants in the building, the physical attributes of the building
in relation to competing buildings and the strength and stability of the market
area as a desirable business location. Office properties may be adversely
affected if there is an economic decline in the business operated by the
tenants. The risk of such an adverse effect is increased if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.
Risks of Loss on Balloon Payment Loan if Obligor is Unable to Refinance or Sell
Related Property
Certain of the Mortgage Loans (the "Balloon Payment Loans") as of the close
of business on the date specified in the Prospectus Supplement as the cut-off
date (the "Cut-off Date"), may not be fully amortizing over their terms to
maturity and, thus, will require substantial principal payments (i.e., balloon
payments) at their stated maturity. Balloon Payment Loans involve a greater
degree of
30
<PAGE>
risk because the ability of an obligor to make a balloon payment typically will
depend upon its ability either to timely refinance the loan or to timely sell
the related property. The ability of an obligor to accomplish either of these
goals will be affected by a number of factors, including the level of available
mortgage interest rates at the time of sale or refinancing, the obligor's
equity in the related property, the financial condition and operating history
of the obligor and the related property, tax laws, rent control laws (with
respect to certain Multifamily Properties and mobile home parks), reimbursement
rates (with respect to certain nursing homes), renewability of operating
licenses, prevailing general economic conditions and the availability of credit
for commercial or multifamily real properties, as the case may be, generally.
Increased Risk of Losses on Foreclosure of Junior Mortgage Loans
If specified in the related Prospectus Supplement, certain of the Mortgage
Loans may be secured primarily by junior mortgages. In the case of liquidation,
Mortgage Loans secured by junior mortgages are entitled to satisfaction from
proceeds that remain from the sale of the related Mortgaged Property after the
mortgage loans senior to such Mortgage Loans have been satisfied. If there are
not sufficient funds to satisfy such junior Mortgage Loans and senior mortgage
loans, such Mortgage Loan would suffer a loss and, accordingly, one or more
classes of Bonds would bear such loss. Therefore, any risks of deficiencies
associated with first Mortgage Loans will be greater with respect to junior
Mortgage Loans. See "--Factors Which May Increase the Risk of Losses on
Mortgage Loans Secured by Multifamily/Commercial Property Versus Single Family
Property."
Risks Associated with Obligor Default
If so specified in the related Prospectus Supplement, in order to maximize
recoveries on defaulted Mortgage Loans, a Master Servicer or a Special Servicer
will be permitted (within prescribed parameters) to extend the maturity date of
and modify the terms of Mortgage Loans that are in default or as to which a
payment default is imminent, including in particular with respect to balloon
payments. In addition, a Master Servicer or a Special Servicer may receive a
workout fee based on receipts from or proceeds of such Mortgage Loans. While
any such entity generally will be required to determine that any such extension
or modification is reasonably likely to produce a greater recovery on a present
value basis than liquidation, there can be no assurance that such flexibility
with respect to extensions or modifications or payment of a workout fee will
increase the present value of receipts from or proceeds of Mortgage Loans that
are in default or as to which a payment default is imminent. Additionally, if
so specified in the related Prospectus Supplement, certain of the Mortgage
Loans included in the Mortgage Pool for a Series may have been subject to
workouts or similar arrangements following periods of delinquency and default.
See "Description of the Agreements--Collection and other Servicing Procedures--
Special Servicer."
Risks Associated with Mortgagor Type
Mortgage Loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of Mortgage Loans made to individuals. The Mortgagor's sophistication and
form of organization may increase the likelihood of protracted litigation or
bankruptcy in default situations.
31
<PAGE>
Credit Support Limitations
The Credit Support for a Series of Bonds may be insufficient to assure
payment in full of such Bonds. The Prospectus Supplement for a Series of Bonds
will describe any Credit Support included in the related Collateral, which may
include letters of credit, insurance policies, guarantees, reserve funds or
other types of credit support, or combinations thereof. Use of Credit Support
will be subject to the conditions and limitations described herein and in the
related Prospectus Supplement. Moreover, such Credit Support may not cover all
potential losses or risks; for example, Credit Support may or may not cover
fraud or negligence by a mortgage loan originator or other parties.
A Series of Bonds may include one or more classes of Subordinate Bonds (which
may include Offered Bonds), if so provided in the related Prospectus
Supplement. Although subordination is intended to reduce the risk to holders of
Senior Bonds of delinquent payments or ultimate losses, the amount of
subordination will be limited and may decline under certain circumstances. In
addition, if principal payments on one or more classes of Bonds of a Series are
made in a specified order of priority, any limits with respect to the aggregate
amount of claims under any related Credit Support may be exhausted before the
principal of the lower priority classes of Bonds of such Series has been
repaid. As a result, those classes of Bonds having a lower priority of payment
will be adversely affected by significant losses and shortfalls on the
Collateral before classes of Bonds having a higher payment priority. Moreover,
if a form of Credit Support covers more than one Series of Bonds (each, a
"Covered Trust"), holders of Bonds evidencing an interest in a Covered Trust
will be subject to the risk that such Credit Support will be exhausted by the
claims of other Covered Trusts.
The amount of any applicable Credit Support supporting one or more classes of
Offered Bonds, including the subordination of one or more classes of Bonds,
will be determined on the basis of criteria established by each Rating Agency
rating such classes of Bonds based on an assumed level of defaults,
delinquencies, other losses or other factors. However, there can be no
assurance that the loss experience on the related Mortgage Loans will not
exceed such assumed levels. See "--Limited Nature of Ratings," "Description of
the Bonds" and "Description of Credit Support."
Regardless of the form of credit enhancement provided, the amount of coverage
will be limited in amount and in most cases will be subject to periodic
reduction in accordance with a schedule or formula. In certain circumstances,
the Indenture Trustee or the Master Servicer will be permitted to reduce,
terminate or substitute all or a portion of the credit enhancement for any
Series of Bonds, if the applicable Rating Agency indicates that the then-
current rating thereof will not be adversely affected. The rating of any Series
of Bonds by any applicable Rating Agency may be lowered following the initial
issuance thereof as a result of the downgrading of the obligations of any
applicable credit support provider, or as a result of losses on the related
Mortgage Loans substantially in excess of the levels contemplated by such
Rating Agency at the time of its initial rating analysis. None of the
Depositor, the Indenture Trustee, the Master Servicer or any of their
affiliates will have any obligation to replace or supplement any credit
enhancement, or to take any other action to maintain any rating of any Series
of Bonds.
32
<PAGE>
Risk of Unenforceability of Certain Mortgage Provisions
If certain provisions in Mortgage Loans collateralizing a Series of Bonds are
held to be unenforceable, the Series of Bonds collateralized by such Mortgage
Loans could be adversely affected. Mortgages may contain a due-on-sale clause,
which permits the lender to accelerate the maturity of the Mortgage Loan if the
Mortgagor sells, transfers or conveys the related Mortgaged Property or its
interest in the Mortgaged Property. Mortgages may also include a debt-
acceleration clause, which permits the lender to accelerate the debt upon a
monetary or non-monetary default of the Mortgagor. Such clauses are generally
enforceable subject to certain exceptions. The courts of all states will
enforce clauses providing for acceleration in the event of a material payment
default. The equity courts of any state, however, may refuse the foreclosure of
a mortgage or deed of trust when an acceleration of the indebtedness would be
inequitable or unjust or the circumstances would render the acceleration
unconscionable.
If so specified in the related Prospectus Supplement, the Mortgage Loans will
be secured by an assignment of leases and rents pursuant to which the Mortgagor
typically assigns its right, title and interest as landlord under the leases on
the related Mortgaged Property and the income derived therefrom to the lender
as further security for the related Mortgage Loan, while retaining a license to
collect rents for so long as there is no default. In the event the Mortgagor
defaults, the license terminates and the lender is entitled to collect rents.
Such assignments are typically not perfected as security interests prior to
actual possession of the cash flows. Some state laws may require that the
lender take possession of the Mortgaged Property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in respect
of the Mortgagor, the lender's ability to collect the rents may be adversely
affected. See "Certain Legal Aspects of the Mortgage Loans and the Leases--
Leases and Rents."
Environmental Risks
Bondholders of a Series could be adversely affected by environmental
conditions affecting the Mortgaged Properties backing the Mortgage Loans
collateralizing such Series. Real property pledged as security for a mortgage
loan may be subject to certain environmental risks. Under federal law,
including the Comprehensive Environmental, Response, and Liability Act of 1980,
as amended ("CERCLA"), and the laws of certain states, failure to perform the
remediation required or demanded by the state or federal government of any
condition or circumstance that (i) may pose an imminent or substantial
endangerment to the public health or welfare or the environment, (ii) may
result in a release or threatened release of any hazardous material, or (iii)
may give rise to any environmental claim or demand (each such condition or
circumstance is defined as an "Environmental Condition"), may give rise to a
lien on the property to ensure the reimbursement of remedial costs incurred by
the federal or state government. In several states, such a lien has priority
over the lien of an existing mortgage against such property. Of particular
concern may be those mortgaged properties which are, or have been, the site of
manufacturing, industrial or disposal activity. Such environmental risks may
give rise to (a) a diminution in value of property securing a mortgage note or
the inability to foreclose against such property or (b) in certain
circumstances as more fully described below, liability for clean-up costs or
other remedial actions, which liability
33
<PAGE>
could exceed the value of such property, the aggregate assets of the owner or
operator, or the principal balance of the related indebtedness.
The state of the law is currently unclear as to whether and under what
circumstances cleanup costs, or the obligation to take remedial actions, could
be imposed on a secured lender such as the Issuer. Under the laws of some
states and under CERCLA, a lender may be liable as an "owner" or an "operator"
of a contaminated mortgaged property for the costs of remediation of releases
or threatened releases of hazardous substances at the mortgaged property. Such
liability may attach if the lender or its agents or employees have participated
in the management of the operations of the borrower, even though the
environmental damage or threat was caused by a prior owner, operator, or other
third party.
Excluded from CERCLA's definition of "owner or operator" is any person "who,
without participating in the management of a . . . facility, holds indicia of
ownership primarily to protect his security interest" (the "secured-creditor
exemption"). This exemption for holders of a security interest such as a
secured lender applies only in circumstances when the lender seeks to protect
its security interest in the contaminated facility or property. Thus, if a
lender's activities encroach on the actual management of such facility or
property, the lender faces potential liability as an "owner or operator" under
CERCLA. Similarly, when a lender forecloses and takes title to a contaminated
facility or property (whether it holds the facility or property as an
investment or leases it to a third party), under some circumstances the lender
may incur potential CERCLA liability.
Recent amendments to CERCLA list permissible actions that may be undertaken
by a lender holding security in a contaminated facility without exceeding the
bounds of the secured-creditor exemption, subject to certain conditions and
limitations. Additionally, the recent amendments provide certain protections
from CERCLA liability as an "owner or operator" to a lender who forecloses on
contaminated property, as long as it seeks to divest itself of the facility at
the earliest practicable commercially reasonable time on commercially
reasonable terms. The protections afforded lenders under the recent amendments
are subject to terms and conditions that have not been clarified by the courts.
Moreover, the CERCLA secured-creditor exemption does not necessarily affect the
potential for liability in actions under other federal or state laws which may
impose liability on "owners or operators" but do not incorporate the secured-
creditor exemption. Furthermore, the secured-creditor exemption does not
protect lenders from other bases of CERCLA liability, such as that imposed on
"generators" or "transporters" of hazardous substances. See "Certain Legal
Aspects of the Mortgage Loans and the Leases--Environmental Legislation."
Increased Risk of Loss if Mortgage Loans Include Delinquent Mortgage Loans
If so provided in the related Prospectus Supplement, the Collateral for a
particular Series of Bonds may include Mortgage Loans that are past due. The
servicing of such Mortgage Loans as to which a specified number of payments are
delinquent will be performed by the Special Servicer or another entity as
specified in the related Prospectus Supplement; however, the same entity may
act as both Master Servicer and Special Servicer. Credit Support provided with
respect to a particular Series of Bonds may not cover all losses related to
such delinquent Mortgage Loans, and investors should consider the risk that the
inclusion of such Mortgage Loans as Collateral for a particular Series of
34
<PAGE>
Bonds may adversely affect the rate of defaults and prepayments on the related
Mortgage Loans and the yield on the Bonds of such Series.
ERISA Considerations
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations which govern such plans, prospective investors that are subject to
ERISA are urged to consult their own counsel regarding consequences under ERISA
of acquisition, ownership and disposition of the Offered Bonds of any Series,
including the possibility that such an investment may be inconsistent with the
duties imposed on the Plan's fiduciary under ERISA and may give rise to
prohibited transactions under ERISA. See "Certain ERISA Considerations" herein.
Risks Associated with Control of Voting Rights
Under certain circumstances, the consent or approval of the holders of a
specified percentage of the aggregate Bond Principal Amount of all outstanding
Bonds of a Series or a similar means of allocating decision-making under the
related Agreement ("Voting Rights") will be required to direct certain actions.
Such a specified percentage will be sufficient to bind all Bondholders of such
Series to, certain actions, including directing the Special Servicer or the
Master Servicer with respect to actions to be taken with respect to certain
Mortgage Loans and REO Properties and amending the related Agreement in certain
circumstances. See "Description of the Agreements--Servicer Events of Default,"
"--Rights Upon Servicer Event of Default," "--Amendment" and "--List of
Bondholders."
Owners of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds
If so provided in the Prospectus Supplement, one or more classes of the Bonds
will be initially represented by one or more bonds registered in the name of
Cede, the nominee for DTC, and will not be registered in the names of the
Beneficial Owners or their nominees. Because of this, unless and until Bonds
are issued in fully registered, certificated form ("Definitive Bonds") are
issued, Beneficial Owners will not be recognized by the Indenture Trustee as
"Bondholders" (as that term is to be used in the related Agreement). Hence,
until such time, Beneficial Owners will be able to exercise the rights of
Bondholders only indirectly through DTC and its participating organizations.
See "Description of the Bonds--Book-Entry Registration and Definitive Bonds."
Risk of Default Under Derivative Contracts
If a default occurs under a swap contract, interest rate cap contract or
interest rate floor contract (each, a "Derivative Contract") entered into in
connection with a Series of Bonds (which may be caused by, among other things,
a downgrade of the counterparty's credit rating) or if a Derivative Contract
terminates prior to its stated termination date (which under the terms thereof
may occur in certain circumstances), the Trust may be required under such
Derivative Contract to pay a breakage fee. The amount of such breakage fee, if
any, and the party obligated to pay such breakage fee will be based on
prevailing market conditions for an agreement such as the Derivative Contract.
In the event that the counterparty is required to pay a termination fee to the
Trust (other than in connection
35
<PAGE>
with the liquidation or prepayment of a Mortgage Loan), the Master Servicer may
be required to apply such termination fee to the purchase of a substitute
Derivative Contract. No party is obligated to fund the purchase of a substitute
Derivative Contract should the amount paid by the counterparty in respect of
any such breakage fee be insufficient to purchase a substitute Derivative
Contract having substantially similar terms to the original Derivative
Contract. In any event, there can be no assurance that a substitute Derivative
Contract may be acquired (utilizing the proceeds of a termination payment or
otherwise) or, if it is able to do so, that such contract would be from a
sufficiently creditworthy counterparty. Accordingly, the occurrence of a
default under or any other termination of a Derivative Contract may adversely
affect the payment to the Bondholders.
Risks Associated With Year 2000 Compliance
The Depositor is aware of the issues associated with the programming code in
existing computer systems as the millennium (year 2000) approaches. The "year
2000 problem" is pervasive and complex; virtually every computer operation will
be affected in some way by the rollover of the two digit year value to 00. The
issue is whether computer systems will properly recognize date-sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail. In the event that the computer systems of the Indenture Trustee, the
Master Servicer or the Special Servicer, with respect to any Series of Bonds,
are not fully year 2000 compliant, the resulting disruptions in the collection
or distribution of receipts on the related Mortgage Loans could materially
adversely affect the holders of the Offered Bonds.
DESCRIPTION OF THE COLLATERAL
General
The primary assets included as part of the Collateral for any Series of Bonds
will include one or more commercial mortgage loans (including mortgage loans
secured by multifamily, retail and office properties) (collectively, the
"Mortgage Loans"). The Mortgage Loans will not be guaranteed or insured by
Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor") or any
of its affiliates. The Mortgage Loans will be guaranteed or insured by a
governmental agency or instrumentality or other person only if and to the
extent expressly provided in the related Prospectus Supplement. Each Mortgage
Loan will be selected by the Depositor for inclusion as part of the Collateral
for a Series of Bonds from among those purchased, either directly or
indirectly, from a prior holder thereof (an "Asset Seller"), which may be an
affiliate of the Depositor and, with respect to Mortgage Loans, which prior
holder may or may not be the originator of such Mortgage Loan.
The Bonds will be entitled to payments in respect of the assets of an owner
trust established by the Depositor other than the related Owner Trust, if and
only to the extent expressly provided in the related Prospectus Supplement.
Mortgage Loans
The Mortgage Loans will be secured by liens on, or security interests in,
Mortgaged Properties consisting of (i) primarily residential properties
consisting of five or more rental or cooperatively owned dwelling units in
high-rise, mid-rise or garden apartment buildings and which may include
36
<PAGE>
limited retail, office or other commercial space ("Multifamily Properties," and
the related loans, "Multifamily Loans"), (ii) retail stores and establishments,
(iii) office buildings, or (iv) hotels or motels, nursing homes, assisted
living facilities, continuum care facilities, day care centers, schools,
hospitals or other healthcare related facilities, industrial properties,
warehouse facilities, mini-warehouse facilities, self-storage facilities,
distribution centers, transportation centers, parking facilities, entertainment
and/or recreation facilities, movie theaters, restaurants, golf courses, car
washes, automobile dealerships, mobile home parks, mixed use (including mixed
commercial uses and mixed commercial and residential uses) and/or unimproved
land ("Commercial Properties" and the related loans, "Commercial Loans")
located in any one of the fifty states, the District of Columbia, Guam, the
Commonwealth of Puerto Rico or any other territory of the United States. The
Mortgage Loans will be secured by first or junior mortgages or deeds of trust
or other similar security instruments creating a first or junior lien on
Mortgaged Property. The Mortgaged Properties may include leasehold interests in
properties, the title to which is held by third party lessors. The Prospectus
Supplement will specify whether the term of any such leasehold exceeds the term
of the mortgage note by at least ten years. Each Mortgage Loan will have been
originated by a person (the "Originator") other than the Depositor. The related
Prospectus Supplement will indicate if any Originator is an affiliate of the
Depositor. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages or deeds of trust (the "Mortgages")
creating a lien on the Mortgaged Properties. Mortgage Loans will generally also
be secured by an assignment of leases and rents and/or operating or other cash
flow guarantees relating to the Mortgage Loan. It is anticipated that the
Mortgagors will be required to maintain hazard insurance on the Mortgaged
Properties in accordance with the terms of the underlying Mortgage Loan
documents.
Multifamily properties are residential income-producing properties consisting
of five or more rental or cooperatively owned dwelling units in high-rise, mid-
rise or garden apartment buildings and which may include limited retail, office
or other commercial space. Multifamily leases tend to be relatively short-term
(i.e., one to five years). Multifamily properties face competition from other
such properties within the same geographical area, and compete on the basis of
rental rates, amenities, physical condition and proximity to retail centers and
transportation. Certain states and municipalities may regulate the
relationships between landlords and residential tenants and may impose
restrictions on rental rates. See "Risk Factors--Risks Particular to
Multifamily Properties" in this Prospectus.
Retail properties are generally income-producing properties leased by
borrowers to tenants that sell various goods and services. The leases may be
short- or long-term and may have a base rent component and an additional rental
component tied to sales. Retail properties may include single- or multiple-
tenant properties, in the latter case such as shopping malls or strip shopping
centers. Some retail properties have anchor tenants or are located adjacent to
an anchor store. While there is no strict definition of an anchor, it is
generally understood that a retail anchor tenant is proportionately larger in
size and is vital in attracting customers to the retail property, whether or
not such retail anchor is located on the related Mortgaged Property. Retail
properties compete on the basis of the physical attributes of the properties,
access to major roadways, availability of parking and rental rates. Retail
properties may face competition from sources within the geographical real
estate market, and in addition, unlike other income producing properties, from
sources outside a given real estate market. Catalogue retailers, home shopping
networks, the Internet, telemarketing and outlet centers all compete with more
traditional retail properties for consumer dollars spent on products and
37
<PAGE>
services sold in retail stores. Continued growth of these alternative retail
outlets (which are often characterized by lower operating costs) could
adversely affect the rents collectible at retail properties. See "Risk
Factors--Risks Particular to Retail Properties" in this Prospectus.
Office properties are income-producing properties in which the borrower
leases space to commercial tenants for office use. Such properties may be
single- or multiple-tenant properties and may be high-rise, mid-rise or low-
rise buildings. Leases may be short- or long-term leases. Office properties
compete on the basis of the physical attributes of and amenities provided by
the building, proximity to sources of transportation and rental rates. See
"Risk Factors--Risks Particular to Office Properties" in this Prospectus
Supplement.
Leases
If specified in the related Prospectus Supplement, the Commercial Properties
may be leased to Lessees that respectively occupy all or a portion of such
properties. Pursuant to a Lease Assignment, the related Mortgagor may assign
its rights, title and interest as lessor under each Lease and the income
derived therefrom to the related mortgagee, while retaining a license to
collect the rents for so long as there is no default. If the Mortgagor
defaults, the license terminates and the mortgagee or its agent is entitled to
collect the rents from the related Lessee or Lessees for application to the
monetary obligations of the Mortgagor. State law may limit or restrict the
enforcement of the Lease Assignments by a mortgagee until it takes possession
of the related Mortgaged Property and/or a receiver is appointed. See "Certain
Legal Aspects of the Mortgage Loans and the Leases--Leases and Rents."
Alternatively, the Mortgagor and the mortgagee may agree that payments under
Leases are to be made directly to a Servicer.
The Leases may require the Lessees to pay rent that is sufficient in the
aggregate to cover all scheduled payments of principal and interest on the
related Mortgage Loans and, in certain cases, their pro rata share of the
operating expenses, insurance premiums and real estate taxes associated with
the Mortgaged Properties. Certain of the Leases may require the Mortgagor to
bear costs associated with structural repairs and/or the maintenance of the
exterior or other portions of the Mortgaged Property or provide for certain
limits on the aggregate amount of operating expenses, insurance premiums, taxes
and other expenses that the Lessees are required to pay. If so specified in the
related Prospectus Supplement, under certain circumstances the Lessees may be
permitted to set off their rental obligations against the obligations of the
Mortgagors under the Leases. In those cases where payments under the Leases
(net of any operating expenses payable by the Mortgagors) are insufficient to
pay all of the scheduled principal and interest on the related Mortgage Loans,
the Mortgagors must rely on other income or sources (including security
deposits) generated by the related Mortgaged Property to make payments on the
related Mortgage Loan. If specified in the related Prospectus Supplement, some
Commercial Properties may be leased entirely to one Lessee. In such cases,
absent the availability of other funds, the Mortgagor must rely entirely on
rent paid by such Lessee in order for the Mortgagor to pay all of the scheduled
principal and interest on the related Commercial Loan. If specified in the
related Prospectus Supplement, certain of the Leases may expire prior to the
stated maturity of the related Mortgage Loan. In such cases, upon expiration of
the Leases the Mortgagors will have to look to alternative sources of income,
including rent payment by any new Lessees or proceeds from the sale or
refinancing of the Mortgaged Property, to
38
<PAGE>
cover the payments of principal and interest due on such Mortgage Loans unless
the Lease is renewed. As specified in the related Prospectus Supplement,
certain of the Leases may provide that upon the occurrence of a casualty
affecting a Mortgaged Property, the Lessee will have the right to terminate
its Lease, unless the Mortgagor, as lessor, is able to cause the Mortgaged
Property to be restored within a specified period of time. Certain Leases may
provide that it is the lessor's responsibility, while other Leases provide
that it is the Lessee's responsibility, to restore the Mortgaged Property
after a casualty to its original condition. Certain Leases may provide a right
of termination to the related Lessee if a taking of a material or specified
percentage of the leased space in the Mortgaged Property occurs, or if the
ingress or egress to the leased space has been materially impaired.
Default and Loss Considerations with Respect to the Mortgage Loans
Mortgage loans secured by commercial and multifamily properties are markedly
different from owner-occupied single family mortgage loans. The repayment of
loans secured by commercial or multifamily properties is typically dependent
upon the successful operation of such property rather than upon the
liquidation value of the real estate. The Mortgage Loans may be nonrecourse
loans, which means that, absent special facts, the mortgagee may look only to
the Net Operating Income from the property for repayment of the mortgage debt,
and not to any other of the Mortgagor's assets, in the event of the
Mortgagor's default. The Mortgage Loans will be full recourse loans if and to
the extent provided in the related Prospectus Supplement. Lenders typically
look to the Debt Service Coverage Ratio of a loan secured by income-producing
property as an important measure of the risk of default on such a loan. The
"Debt Service Coverage Ratio" of a Mortgage Loan at any given time is the
ratio of the Net Operating Income for a twelve-month period to the annualized
scheduled payments on the Mortgage Loan. "Net Operating Income" generally
means, for any given period, the total operating revenues derived from a
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period other than
(i) non-cash items such as depreciation and amortization, (ii) capital
expenditures and (iii) debt service on loans secured by the Mortgaged
Property. The Net Operating Income of a Mortgaged Property will fluctuate over
time and may be sufficient or insufficient to cover debt service on the
related Mortgage Loan at any given time.
As the primary component of Net Operating Income, rental income is subject
to the vagaries of the applicable real estate market and/or business climate.
Properties typically leased, occupied or used on a short-term basis, such as
health care-related facilities, hotels and motels, and mini-warehouse and
self-storage facilities, tend to be affected more rapidly by changes in market
or business conditions than do properties leased, occupied or used for longer
periods, such as (typically) retail centers, office buildings and industrial
properties. Commercial Loans may be secured by owner-occupied Mortgaged
Properties or Mortgaged Properties leased to a single tenant. In addition, a
decline in the financial condition of the Mortgagor or single tenant, as
applicable, may have a disproportionately greater effect on the Net Operating
Income from such Mortgaged Properties than would be the case with respect to
Mortgaged Properties with multiple tenants.
Changes in the expense components of Net Operating Income due to the general
economic climate or economic conditions in a locality or industry segment,
such as increases in interest rates,
39
<PAGE>
real estate and personal property tax rates and other operating expenses,
including energy costs; changes in governmental rules, regulations and fiscal
policies, including environmental legislation; and acts of God may also affect
the risk of default on the related Mortgage Loan. As may be further described
in the related Prospectus Supplement, in some cases leases of Mortgaged
Properties may provide that the Lessee rather than the Mortgagor, is
responsible for payment of some or all of these expenses; however, because
leases are subject to default risks as well when a tenant's income is
insufficient to cover its rent and operating expenses, the existence of such
"net of expense" provisions will only temper, not eliminate, the impact of
expense increases on the performance of the related Mortgage Loan. See "--
Leases" above.
While the duration of leases and the existence of any "net of expense"
provisions are often viewed as the primary considerations in evaluating the
credit risk of mortgage loans secured by certain income-producing properties,
such risk may be affected equally or to a greater extent by changes in
government regulation of the operator of the property. Examples of the latter
include mortgage loans secured by health care-related facilities, the income
from which and the operating expenses of which are subject to state and/or
federal regulations, such as Medicare and Medicaid, and multifamily properties
and mobile home parks, which may be subject to state or local rent control
regulation and, in certain cases, restrictions on changes in use of the
property. Low- and moderate-income housing in particular may be subject to
legal limitations and regulations but, because of such regulations, may also be
less sensitive to fluctuations in market rents generally.
The Debt Service Coverage Ratio should not be relied upon as the sole measure
of the risk of default of any loan, however, since other factors may outweigh a
high Debt Service Coverage Ratio. With respect to a Balloon Mortgage Loan, for
example, the risk of default as a result of the unavailability of a source of
funds to finance the related balloon payment at maturity on terms comparable to
or better than those of such Balloon Payment Loans could be significant even
though the related Debt Service Coverage Ratio is high.
The liquidation value of any Mortgaged Property may be adversely affected by
risks generally incident to interests in real property, including declines in
rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a
mortgage loan as a measure of risk of loss if a property must be liquidated
upon a default by the Mortgagor.
Appraised values of income-producing properties may be based on the market
comparison method (recent resale value of comparable properties at the date of
the appraisal), the cost replacement method (the cost of replacing the property
at such date), the income capitalization method (a projection of value based
upon the property's projected net cash flow), or upon a selection from or
interpolation of the values derived from such methods. Each of these appraisal
methods presents analytical challenges. It is often difficult to find truly
comparable properties that have recently been sold; the replacement cost of a
property may have little to do with its current market value; and income
capitalization is inherently based on inexact projections of income and expense
and the selection of an appropriate capitalization rate. Where more than one of
these appraisal methods are used and create significantly different results, or
where a high Loan-to-Value Ratio accompanies a high Debt Service Coverage Ratio
(or vice versa), the analysis of default and loss risks is even more difficult.
40
<PAGE>
While the Depositor believes that the foregoing considerations are important
factors that generally distinguish the Multifamily and Commercial Loans from
single family mortgage loans and provide insight to the risks associated with
income-producing real estate, there is no assurance that such factors will in
fact have been considered by the Originators of the Multifamily and Commercial
Loans, or that, for any of such Mortgage Loans, they are complete or relevant.
See "Risk Factors--Factors Which May Increase the Risk of Losses on Mortgage
Loans Secured By Multifamily/Commercial Property Versus Single Family
Property," "--Risks of Loss on Balloon Payment Loans if Obligor Is Unable to
Refinance or Sell Related Property," "--Increased Risk of Losses on Foreclosure
of Junior Mortgage Loans," "--Risks Associated with Obligor Default" and "--
Risks Associated with Mortgagor Type."
Loan-to-Value Ratio
The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is the ratio
(expressed as a percentage) of the then outstanding principal balance of the
Mortgage Loan to the Value of the related Mortgaged Property. The "Value" of a
Mortgaged Property, other than with respect to Refinance Loans, is generally
the lesser of (a) the appraised value determined in an appraisal obtained by
the originator at origination of such loan and (b) the sales price for such
property. "Refinance Loans" are loans made to refinance existing loans. The
Value of the Mortgaged Property securing a Refinance Loan is the appraised
value thereof determined in an appraisal obtained in connection with or on or
about the time of origination of the Refinance Loan or upon some other basis as
specified in the related Prospectus Supplement. The Value of a Mortgaged
Property as of the date of initial issuance of the related Series of Bonds may
be less than the value at origination and will fluctuate from time to time
based upon changes in economic conditions and the real estate market.
Mortgage Loan Information in Prospectus Supplements
Each Prospectus Supplement will contain information, as of the date of such
Prospectus Supplement and to the extent then applicable and specifically known
to the Depositor, with respect to the Mortgage Loans, including (i) the
aggregate outstanding principal balance and the largest, smallest and average
outstanding principal balance of the Mortgage Loans as of the applicable Cut-
off Date, (ii) the type of property securing the Mortgage Loans (e.g.,
Multifamily Property or Commercial Property and the type of property in each
such category), (iii) the weighted average (by principal balance) of the
original and remaining terms to maturity of the Mortgage Loans, (iv) the
earliest and latest origination date and maturity date of the Mortgage Loans,
(v) the weighted average (by principal balance) of the Loan-to-Value Ratios at
origination of the Mortgage Loans, (vi) the Mortgage Interest Rates or range of
Mortgage Interest Rates and the weighted average Mortgage Interest Rate borne
by the Mortgage Loans, (vii) the state or states in which most of the Mortgaged
Properties are located, (viii) information with respect to the prepayment
provisions, if any, of the Mortgage Loans, (ix) the weighted average Retained
Interest, if any, (x) with respect to Mortgage Loans with floating Mortgage
Interest Rates ("ARM Loans"), the index, the frequency of the adjustment dates,
the highest, lowest and weighted average note margin and pass-through margin,
and the maximum Mortgage Interest Rate or monthly payment variation at the time
of any adjustment thereof and over the life of the ARM Loan and the frequency
of such monthly payment
41
<PAGE>
adjustments, (xi) the Debt Service Coverage Ratio either at origination or as
of a more recent date (or both) and (xii) information regarding the payment
characteristics of the Mortgage Loans, including without limitation balloon
payment and other amortization provisions. If specific information respecting
the Mortgage Loans is not known to the Depositor at the time Bonds are
initially offered, more general information of the nature described above will
be provided in the Prospectus Supplement, and specific information will be set
forth in a report which will be available to purchasers of the related Bonds at
or before the initial issuance thereof and will be filed as part of a Current
Report on Form 8-K with the Securities and Exchange Commission within fifteen
days after such initial issuance. Only a maximum of 5% of the aggregate
Mortgage Loans as they will be constituted at the time of the applicable Cut-
off Date will deviate from the Mortgage Loan characteristics disclosed in the
applicable Prospectus Supplement for a Series of Bonds.
Payment Provisions of the Mortgage Loans
All of the Mortgage Loans will provide for payments of principal, interest or
both, on due dates that occur monthly, quarterly or semi-annually or at such
other interval as is specified in the related Prospectus Supplement. Each
Mortgage Loan may provide for no accrual of interest or for accrual of interest
thereon at an interest rate (a "Mortgage Interest Rate") that is fixed over its
term or that adjusts from time to time, or that is partially fixed and
partially floating, or that may be converted from a floating to a fixed
Mortgage Interest Rate, or from a fixed to a floating Mortgage Interest Rate,
from time to time pursuant to an election or as otherwise specified on the
related Mortgage Note, in each case as described in the related Prospectus
Supplement. Each Mortgage Loan may provide for scheduled payments to maturity
or payments that adjust from time to time to accommodate changes in the
Mortgage Interest Rate or to reflect the occurrence of certain events, and may
provide for negative amortization or accelerated amortization, in each case as
described in the related Prospectus Supplement. Each Mortgage Loan may be fully
amortizing or require a balloon payment due on its stated maturity date, in
each case as described in the related Prospectus Supplement. Each Mortgage Loan
may contain prohibitions on prepayment (a "Lock-out Period" and the date of
expiration thereof, a "Lock-out Date") or require payment of a prepayment
premium or a yield maintenance charge (in each case, a "Prepayment Premium") in
connection with a prepayment, in each case as described in the related
Prospectus Supplement. In the event that holders of any class or classes of
Offered Bonds will be entitled to all or a portion of any Prepayment Premiums
collected in respect of Mortgage Loans, the related Prospectus Supplement will
specify the method or methods by which any such amounts will be allocated. A
Mortgage Loan may also contain provisions entitling the mortgagee to a share of
profits realized from the operation or disposition of the Mortgaged Property
("Equity Participations"), as described in the related Prospectus Supplement.
In the event that holders of any class or classes of Offered Bonds will be
entitled to all or a portion of an Equity Participation, the related Prospectus
Supplement will specify the terms and provisions of the Equity Participation
and the method or methods by which payments in respect thereof will be
allocated among such Bonds.
Accounts
The Collateral for any Series of Bonds will include one or more accounts
established and maintained on behalf of the Bondholders into which the person
or persons designated in the related Prospectus Supplement will deposit all
payments and collections received or advanced with respect
42
<PAGE>
to the Mortgage Loans and other Collateral. Such an account may be maintained
as an interest bearing or a non-interest bearing account, and funds held
therein may be held as cash or invested in certain short-term, investment grade
obligations, in each case as described in the related Prospectus Supplement.
See "Description of the Agreement--Payment Account and Other Collection
Accounts."
Credit Support
If so provided in the related Prospectus Supplement, partial or full
protection against certain defaults and losses on any Collateral may be
provided to one or more classes of Bonds in the related Series in the form of
subordination of one or more other classes of Bonds in such Series or by one or
more other types of credit support, such as a letter of credit, insurance
policy, reserve fund or another type of credit support, or a combination
thereof (any such coverage with respect to the Bonds of any Series, "Credit
Support"). The amount and types of coverage, the identification of the entity
providing the coverage (if applicable) and related information with respect to
each type of Credit Support, if any, will be described in the Prospectus
Supplement for a Series of Bonds. See "Risk Factors--Credit Support
Limitations" and "Description of Credit Support."
Cash Flow Agreements
If so provided in the related Prospectus Supplement, the Collateral for any
Series of Bonds may include guaranteed investment contracts pursuant to which
moneys held in the funds and accounts established for the related Series will
be invested at a specified rate. Such guaranteed investment contracts will not
provide more than 20% of the anticipated cash flow of the Collateral for any
Series. The Collateral may also include certain other agreements, such as
interest rate exchange agreements, interest rate cap or floor agreements,
currency exchange agreements or similar agreements provided to reduce the
effects of interest rate or currency exchange rate fluctuations on the Mortgage
Loans or on one or more classes of Bonds. The principal terms of any such
guaranteed investment contract or other agreement (any such agreement, a "Cash
Flow Agreement"), including, without limitation, provisions relating to the
timing, manner and amount of payments thereunder and provisions relating to the
termination thereof, will be described in the Prospectus Supplement for the
related Series. In addition, the related Prospectus Supplement will provide
certain information with respect to the obligor under any such Cash Flow
Agreement.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Bonds will be applied by
the Depositor to the purchase of Trust Assets, or the repayment of the
financing incurred in such purchase, and to pay for certain expenses incurred
in connection with such purchase of Trust Assets and sale of Bonds. The
Depositor expects to sell the Bonds from time to time, but the timing and
amount of offerings of Bonds will depend on a number of factors, including the
volume of Mortgage Loans acquired by the Depositor, prevailing interest rates,
availability of funds and general market conditions.
43
<PAGE>
YIELD CONSIDERATIONS
General
The yield on any Offered Bond will depend on the price paid by the
Bondholder, the interest rate of the Bond, the receipt and timing of receipt of
payments on the Bond and the weighted average life of the Mortgage Loans
constituting the related Collateral (which may be affected by prepayments,
defaults, liquidations or repurchases). See "Risk Factors."
Interest Rate
Bonds of any class within a Series may have fixed, variable or floating
interest rates, which may or may not be based upon the interest rates borne by
the Mortgage Loans constituting the related Collateral. The Prospectus
Supplement with respect to any Series of Bonds will specify the interest rate
for each class of such Bonds or, in the case of a variable or floating interest
rate, the method of determining the interest rate; the effect, if any, of the
prepayment of any Mortgage Loan on the interest rate of one or more classes of
Bonds; and whether the payments of interest on the Bonds of any class will be
dependent, in whole or in part, on the performance of any obligor under a Cash
Flow Agreement.
The effective yield to maturity to each holder of Bonds entitled to payments
of interest will be below that otherwise produced by the applicable interest
rate and purchase price of such Bond because, while interest may accrue on each
Mortgage Loan during a certain period, the payment of such interest will be
made on a day which may be several days, weeks or months following the period
of accrual.
Timing of Payment of Interest
Each payment of interest on the Bonds (or addition to the Bond Principal
Amount of a class of Accrual Bonds) on a Payment Date will include interest
accrued during the Interest Accrual Period for such Payment Date. As indicated
above under "-- Interest Rate," if the Interest Accrual Period ends on a date
other than a Payment Date for the related Series, the yield realized by the
holders of such Bonds may be lower than the yield that would result if the
Interest Accrual Period ended on such Payment Date. In addition, if so
specified in the related Prospectus Supplement, interest accrued for an
Interest Accrual Period for one or more classes of Bonds may be calculated on
the assumption that payments of principal (and additions to the Bond Principal
Amount of Accrual Bonds) and allocations of losses on the Mortgage Loans may be
made on the first day of the Interest Accrual Period for a Payment Date and not
on such Payment Date. Such method would produce a lower effective yield than if
interest were calculated on the basis of the actual principal amount
outstanding during an Interest Accrual Period. The Interest Accrual Period for
any class of Offered Bonds will be described in the related Prospectus
Supplement.
Payments of Principal; Prepayments
The yield to maturity on the Bonds will be affected by the rate of principal
payments on the Mortgage Loans (including principal prepayments on Mortgage
Loans resulting from voluntary prepayments by the Mortgagors, insurance
proceeds, condemnations and involuntary liquidations).
44
<PAGE>
Such payments may be directly dependent upon the payments on Leases underlying
such Mortgage Loans. The rate at which principal prepayments occur on the
Mortgage Loans will be affected by a variety of factors, including, without
limitation, the terms of the Mortgage Loans, the level of prevailing interest
rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the Mortgage Interest Rates on the
Mortgage Loans with respect to a particular Series of Bonds, such Mortgage
Loans are likely to be the subject of higher principal prepayments than if
prevailing rates remain at or above the rates borne by such Mortgage Loans. In
this regard, it should be noted that certain Collateral may consist of Mortgage
Loans with different Mortgage Interest Rates. The rate of principal payments on
some or all of the classes of Bonds of a Series will correspond to the rate of
principal payments on the related Mortgage Loans and is likely to be affected
by the existence of Lock-out Periods and Prepayment Premium provisions of such
Mortgage Loans, and by the extent to which the Servicer of any such Mortgage
Loan is able to enforce such provisions. Mortgage Loans with a Lock-out Period
or a Prepayment Premium provision, to the extent enforceable, generally would
be expected to experience a lower rate of principal prepayments than otherwise
identical Mortgage Loans without such provisions, with shorter Lock-out Periods
or with lower Prepayment Premiums.
If the purchaser of a Bond offered at a discount calculates its anticipated
yield to maturity based on an assumed rate of payments of principal that is
faster than that actually experienced on the Mortgage Loans, the actual yield
to maturity will be lower than that so calculated. Conversely, if the purchaser
of a Bond offered at a premium calculates its anticipated yield to maturity
based on an assumed rate of payments of principal that is slower than that
actually experienced on the Mortgage Loans, the actual yield to maturity will
be lower than that so calculated. In either case, if so provided in the
Prospectus Supplement for a Series of Bonds, the effect on yield on one or more
classes of the Bonds of such Series of prepayments of the Mortgage Loans with
respect to such Series may be mitigated or exacerbated by any provisions for
sequential or selective payment of principal to such classes.
When a full prepayment is made on a Mortgage Loan, the Mortgagor is charged
interest on the principal amount of the Mortgage Loan so prepaid for the number
of days in the month actually elapsed up to the date of the prepayment or such
other period specified in the related Prospectus Supplement. Generally, the
effect of prepayments in full will be to reduce the amount of interest paid in
the following month to holders of Bonds entitled to payments of interest
because interest on the principal amount of any Mortgage Loan so prepaid will
be paid only to the date of prepayment rather than for a full month. A partial
prepayment of principal is applied so as to reduce the outstanding principal
balance of the related Mortgage Loan as of the Due Date in the month in which
such partial prepayment is received or such other date as is specified in the
related Prospectus Supplement. As a result, the effect of a partial prepayment
on a Mortgage Loan will be generally to reduce the amount of interest passed
through to holders of Bonds in the month following the receipt of such partial
prepayment by an amount equal to one month's interest at the applicable
interest rate on the prepaid amount.
The timing of changes in the rate of principal payments on the Mortgage Loans
may significantly affect an investor's actual yield to maturity, even if the
average rate of payments of
45
<PAGE>
principal is consistent with an investor's expectation. In general, the earlier
a principal payment is received on the Mortgage Loans and paid on a Bond, the
greater the effect on such investor's yield to maturity. The effect on an
investor's yield of principal payments occurring at a rate higher (or lower)
than the rate anticipated by the investor during a given period may not be
offset by a subsequent like decrease (or increase) in the rate of principal
payments.
Prepayments, Maturity and Weighted Average Life
The rates at which principal payments are received on the Mortgage Loans with
respect to a particular Series of Bonds and the rate at which payments are made
from any Credit Support or Cash Flow Agreement for such Series of Bonds may
affect the ultimate maturity and the weighted average life of each class of
such Series. Prepayments on the Mortgage Loans with respect to a particular
Series of Bonds will generally accelerate the rate at which principal is paid
on some or all of the classes of the Bonds of such Series.
If so provided in the Prospectus Supplement for a Series of Bonds, one or
more classes of Bonds may have a final scheduled Payment Date, which is the
date on or prior to which the Bond Principal Amount thereof is scheduled to be
reduced to zero, calculated on the basis of the assumptions applicable to such
Series set forth therein.
Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of such
security will be repaid to the investor. The weighted average life of a class
of Bonds of a Series will be influenced by the rate at which principal on the
Mortgage Loans with respect to such Series is paid to such class, which may be
in the form of scheduled amortization or prepayments (for this purpose, the
term "prepayment" includes prepayments, in whole or in part, and liquidations
due to default).
If any Mortgage Loans with respect to a particular Series of Bonds have
actual terms to maturity of less than those assumed in calculating final
scheduled Payment Dates for the classes of Bonds of such Series, one or more
classes of such Bonds may be fully paid prior to their respective final
scheduled Payment Dates, even in the absence of prepayments. Accordingly, the
prepayment experience of the Mortgage Loans will, to some extent, be a function
of the mix of Mortgage Interest Rates and maturities of such Mortgage Loans.
See "Description of the Collateral." Prepayments on loans are also commonly
measured relative to a prepayment standard or model, such as the Constant
Prepayment Rate ("CPR") prepayment model. CPR represents a constant assumed
rate of prepayment each month relative to the then outstanding principal
balance of a pool of loans for the life of such loans.
Neither CPR nor any other prepayment model or assumption purports to be a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of loans, including the Mortgage
Loans with respect to a particular Series of Bonds. Moreover, CPR was developed
based upon historical prepayment experience for single family loans. Thus, it
is likely that prepayment of any Mortgage Loans with respect to any Series of
Bonds will not conform to any particular level of CPR. The Depositor is not
aware of any meaningful publicly available prepayment statistics for
multifamily or commercial mortgage loans.
46
<PAGE>
The Prospectus Supplement with respect to each Series of Bonds will contain
tables, if applicable, setting forth the projected weighted average life of
each class of Offered Bonds of such Series and the percentage of the initial
Bond Principal Amount of each such class that would be outstanding on specified
Payment Dates based on the assumptions stated in such Prospectus Supplement,
including assumptions that prepayments on the Mortgage Loans with respect to
such Series are made at rates corresponding to various percentages of CPR or at
such other rates specified in such Prospectus Supplement. Such tables and
assumptions are intended to illustrate the sensitivity of weighted average life
of the Bonds to various prepayment rates and will not be intended to predict or
to provide information that will enable investors to predict the actual
weighted average life of the Bonds. It is unlikely that prepayment of any
Mortgage Loans with respect to any Series of Bonds will conform to any
particular level of CPR or any other rate specified in the related Prospectus
Supplement.
Other Factors Affecting Weighted Average Life
Type of Mortgage Loan. A number of Mortgage Loans may have balloon payments
due at maturity, and because the ability of a Mortgagor to make a balloon
payment typically will depend upon its ability either to refinance the loan or
to sell the related Mortgaged Property, there is a risk that a number of
Mortgage Loans having balloon payments may default at maturity, or that the
Servicer may extend the maturity of such a Mortgage Loan in connection with a
workout. In the case of defaults, recovery of proceeds may be delayed by, among
other things, bankruptcy of the Mortgagor or adverse conditions in the market
where the property is located. In order to minimize losses on defaulted
Mortgage Loans, the Servicer may, to the extent and under the circumstances set
forth in the related Prospectus Supplement be permitted to modify Mortgage
Loans that are in default or as to which a payment default is imminent. Any
defaulted balloon payment or modification that extends the maturity of a
Mortgage Loan will tend to extend the weighted average life of the Bonds,
thereby lengthening the period of time elapsed from the date of issuance of a
Bond until it is retired.
Foreclosures and Payment Plans. The number of foreclosures and the principal
amount of the Mortgage Loans with respect to any Series of Bonds that are
foreclosed in relation to the number and principal amount of Mortgage Loans
that are repaid in accordance with their terms will affect the weighted average
life of such Mortgage Loans and that of the related Series of Bonds. Servicing
decisions made with respect to the Mortgage Loans, including the use of payment
plans prior to a demand for acceleration and the restructuring of Mortgage
Loans in bankruptcy proceedings, may also have an effect upon the payment
patterns of particular Mortgage Loans and thus the weighted average life of the
Bonds.
Due -on-Sale and Due-on-Encumbrance Clauses. Acceleration of mortgage
payments as a result of certain transfers of or the creation of encumbrances
upon underlying Mortgaged Property is another factor affecting prepayment rates
that may not be reflected in the prepayment standards or models used in the
relevant Prospectus Supplement. A number of the Mortgage Loans with respect to
a particular Series of Bonds may include "due-on-sale" clauses or "due-on-
encumbrance" clauses that allow the holder of the Mortgage Loans to demand
payment in full of the remaining principal balance of the Mortgage Loans upon
sale or certain other transfers of or the creation of encumbrances upon the
related Mortgaged Property. With respect to any Mortgage Loans, the Master
47
<PAGE>
Servicer or such other person specified in the related Prospectus Supplement,
on behalf of the Indenture Trustee, will be required to exercise (or waive its
right to exercise) any such right that the Indenture Trustee may have as
mortgagee to accelerate payment of the Mortgage Loan in a manner consistent
with the Servicing Standard. See "Certain Legal Aspects of the Mortgage Loans
and the Leases--Due-on-Sale and Due-on-Encumbrance" and "Description of the
Agreements--Due-on-Sale and Due-on-Encumbrance Provisions."
Single Mortgage Loan or Single Mortgagor. The Mortgage Loans with respect to
a particular Series of Bonds may consist of a single Mortgage Loan or
obligations of a single Mortgagor or related Mortgagors as specified in the
related Prospectus Supplement. Assumptions used with respect to the prepayment
standards or models based upon analysis of the behavior of mortgage loans in a
larger group will not necessarily be relevant in determining prepayment
experience on a single Mortgage Loan or with respect to a single Mortgagor.
THE DEPOSITOR
Imperial Credit Commercial Mortgage Acceptance Corp., the Depositor, is a
direct wholly-owned subsidiary of Imperial Credit Commercial Mortgage
Investment Corp. ("ICCMIC") and was incorporated in the State of California.
The principal executive offices of the Depositor are located at 11601 Wilshire
Boulevard, No. 2080, Los Angeles, California 90025. Its telephone number is
(310) 231-1280.
The Depositor does not have, nor is it expected in the future to have, any
significant assets.
THE OWNER TRUST
Each Owner Trust established to act as Issuer of a Series of Bonds will be
created pursuant to a Deposit Trust Agreement between the Depositor, which will
act as depositor, and a bank, trust company or other fiduciary named in the
related Prospectus Supplement, which will act solely in its fiduciary capacity
as Owner Trustee. Under the terms of each Deposit Trust Agreement, the
Depositor will convey to the Owner Trust Mortgage Loans and other Collateral to
secure one or more Series of Bonds in return for certificates or other
instruments evidencing beneficial ownership in the Owner Trust, Bonds and/or
the net proceeds from the sale of Bonds. The Depositor may in turn sell or
assign the certificates of beneficial interest and any Bonds so received to
another entity or entities, including affiliates of the Depositor.
Each Deposit Trust Agreement and/or Indenture will provide that the related
Owner Trust may not conduct any activities other than those related to the
issuance and sale of one or more Series of Bonds. The holders of the beneficial
interest in an Owner Trust which issues a Series of Bonds will not be liable
for payment of principal of or interest on such Bonds, and each holder of such
Bonds will be deemed to have released such beneficial owners from any such
liability.
48
<PAGE>
DESCRIPTION OF THE BONDS
General
The Bonds of each Series (including any class of Bonds not offered hereby)
will represent indebtedness of the related Issuer, will be issued pursuant to
an indenture (an "Indenture"), and will be secured by, among other things, a
pledge of the Collateral that includes Mortgage Loans. Each Series of Bonds
will consist of one or more classes of Bonds that may (i) provide for the
accrual of interest thereon based on fixed rates (collectively, "Fixed Rate
Bonds") or variable or floating rates (collectively, "Floating Rate Bonds");
(ii) be senior (collectively, "Senior Bonds") or subordinate (collectively,
"Subordinate Bonds") to one or more other classes of Bonds in respect of
certain payments on the Bonds; (iii) be entitled to principal payments, with
disproportionately low, nominal or no interest payments (collectively,
"Principal Only Bonds"); (iv) be entitled to interest payments, with
disproportionately low, nominal or no principal payments (collectively,
"Interest Only Bonds"); (v) provide for payments of accrued interest thereon
commencing only following the occurrence of certain events, such as the
retirement of one or more other classes of Bonds of such Series (collectively,
"Accrual Bonds"); (vi) provide for payments of principal sequentially
(collectively, "Sequential Pay Bonds"), based on specified payment schedules,
from only a portion of the related Collateral or based on specified
calculations, to the extent of available funds, in each case as described in
the related Prospectus Supplement; and/or (vii) provide for payments based on a
combination of two or more components thereof with one or more of the
characteristics described in this paragraph including a Principal Only Bond
component and a Interest Only Bond component. Any such classes may include
classes of Offered Bonds.
Floating Rate Bonds will accrue interest at a floating interest rate which
will be determined in accordance with the method specifically set forth in the
Prospectus Supplement. If so provided in the Prospectus Supplement, the rights
of the holders of the Subordinate Bonds of a Series to receive payments of
amounts collected or advanced on or in respect of the Mortgage Loans will be
subordinated to such rights of the holders of the Senior Bonds of such Series.
Holders of Principal Only Bonds will be entitled to receive payments of amounts
collected or advanced on or in respect of the Mortgage Loans which represent
principal payments on such Bonds as may be further described in the Prospectus
Supplement, with disproportionately low, nominal or no interest payments
accruing on such Bonds. Holders of Interest Only Bonds will be entitled to
receive payments of amounts collected or advanced on or in respect of the
Mortgage Loans which represent interest payments on a notional amount described
in the Prospectus Supplement, with disproportionately low, nominal or no
principal payments to be made on such Bonds. Holders of Accrual Bonds will be
entitled to receive payments of amounts collected or advanced on or in respect
of the Mortgage Loans which represents payments of accrued interest thereon
commencing only following the occurrence of certain events, specified in the
Prospectus Supplement, such as the retirement of one or more other classes of
Bonds of such Series. Holders of Sequential Pay Bonds will be entitled to
receive payments of principal on such Bonds, sequentially, based on specified
payment schedules or other methodologies set forth in the Prospectus
Supplement.
Each class of Offered Bonds of a Series will be issued in minimum
denominations corresponding to the Bond Principal Amounts or, in case of
Interest Only Bonds, notional amounts specified in the related Prospectus
Supplement. The transfer of any Offered Bonds may be registered
49
<PAGE>
and such Bonds may be exchanged without the payment of any service charge
payable in connection with such registration of transfer or exchange, but the
Depositor or the Indenture Trustee or any agent thereof may require payment of
a sum sufficient to cover any tax or other governmental charge. One or more
classes of Bonds of a Series may be issued as Definitive Bonds or in book-entry
form ("Book-Entry Bonds"), as provided in the related Prospectus Supplement.
See "Risk Factors--Owner of Book-Entry Bonds Not Entitled to Exercise Rights of
Holders of Bonds" and "Description of the Bonds--Book-Entry Registration and
Definitive Bonds." Definitive Bonds will be exchangeable for other Bonds of the
same class and Series of a like aggregate Bond Principal Amount or notional
amount but of different authorized denominations. See "Risk Factors--Limited
Liquidity for Bonds" and "Limited Assets for Payment of Bonds."
Payments
Payments on the Bonds of each Series will be made by or on behalf of the
Indenture Trustee on each Payment Date as specified in the related Prospectus
Supplement from the Available Payment Amount for such Series and such Payment
Date. Payments (other than the final payment) will be made to the persons in
whose names the Bonds are registered at the close of business on the last
business day of the month preceding the month in which the Payment Date occurs
or such other date specified in the applicable Prospectus Supplement (the
"Record Date"), and the amount of each payment will be determined as of the
close of business on the date specified in the related Prospectus Supplement
(the "Determination Date"). All payments with respect to each class of Bonds on
each Payment Date will be allocated pro rata among the outstanding Bonds in
such class or by random selection, as described in the related Prospectus
Supplement or otherwise established by the related Indenture Trustee. Payments
will be made either by wire transfer in immediately available funds to the
account of a Bondholder at a bank or other entity having appropriate facilities
therefor, if such Bondholder has so notified the Indenture Trustee or other
person required to make such payments no later than the date specified in the
related Prospectus Supplement (and, if so provided in the related Prospectus
Supplement, holds Bonds in the requisite amount specified therein), or by check
mailed to the address of the person entitled thereto as it appears on the bond
register; provided, however, that the final payment in retirement of the Bonds
(whether Definitive Bonds or Book-Entry Bonds) will be made only upon
presentation and surrender of the Bonds at the location specified in the notice
to Bondholders of such final payment.
Available Payment Amount
All payments on the Bonds of each Series on each Payment Date will be made
from the Available Payment Amount described below, in accordance with the terms
described in the related Prospectus Supplement. Generally, the "Available
Payment AmountAvailable Payment Amount" for each Payment Date equals the sum of
the following amounts:
(i) the total amount of all cash on deposit in the related Payment
Account as of the corresponding Determination Date, including Servicer
advances, net of any scheduled payments due and payable after such Payment
Date;
(ii) interest or investment income on amounts on deposit in the Payment
Account, including any net amounts paid under any Cash Flow Agreements; and
50
<PAGE>
(iii) to the extent not on deposit in the related Payment Account as of
the corresponding Determination Date, any amounts collected under, from or
in respect of any Credit Support with respect to such Payment Date.
As described below, the entire Available Payment Amount will be paid among
the related Bonds (including any Bonds not offered hereby) on each Payment
Date, and accordingly will be released from the lien of the related Indenture
and will not be available for any future payments.
Payments of Interest on the Bonds
Each class of Bonds (other than classes of Principal Only Bonds that have no
interest rate) may have a different interest rate, which will be a fixed,
variable or floating rate at which interest will accrue on such class or a
component thereof. The related Prospectus Supplement will specify the interest
rate for each class or component or, in the case of a variable or floating
interest rate, the method for determining the interest rate. Interest on the
Bonds will be calculated on the basis of a 360-day year consisting of twelve
30-day months or on such other basis specified in the related Prospectus
Supplement.
Payments of interest in respect of the Bonds of any class will be made on
each Payment Date (other than any class of Accrual Bonds, which will be
entitled to payments of accrued interest commencing only on the Payment Date,
or under the circumstances, specified in the related Prospectus Supplement, and
any class of Principal Only Bonds that are not entitled to any payments of
interest) based on the Accrued Bond Interest for such class and such Payment
Date, subject to the sufficiency of the portion of the Available Payment Amount
allocable to such class on such Payment Date. Prior to the time interest is
payable on any class of Accrual Bonds, the amount of Accrued Bond Interest
otherwise payable on such class will be added to the Bond Principal Amount
thereof on each Payment Date. With respect to each class of Bonds and each
Payment Date (other than certain classes of Interest Only Bonds), "Accrued Bond
Interest" will be equal to interest accrued for a specified period on the
outstanding Bond Principal Amount thereof immediately prior to the Payment
Date, at the applicable interest rate, reduced as described below. Generally,
Accrued Bond Interest on Interest Only Bonds will be equal to interest accrued
for a specified period on the outstanding notional amount thereof immediately
prior to each Payment Date, at the applicable interest rate, reduced as
described below. The method of determining the notional amount for any class of
Interest Only Bonds will be described in the related Prospectus Supplement.
Reference to notional amount is solely for convenience in certain calculations
and does not represent the right to receive any payments of principal. The
Accrued Bond Interest on a Series of Bonds will be reduced in the event of
prepayment interest shortfalls, which are shortfalls in collections of interest
for a full accrual period resulting from prepayments prior to the due date in
such accrual period on the Mortgage Loans constituting the Collateral for such
Series. The particular manner in which such shortfalls are to be allocated
among some or all of the classes of Bonds of that Series will be specified in
the related Prospectus Supplement.
The related Prospectus Supplement will also describe the extent to which the
amount of Accrued Bond Interest that is otherwise payable on (or, in the case
of Accrual Bonds, that may otherwise be added to the Bond Principal Amount of)
a class of Offered Bonds may be reduced as a result of any other contingencies,
including delinquencies, losses and deferred interest on or in respect of the
51
<PAGE>
Mortgage Loans constituting the related Collateral. Generally, any reduction in
the amount of Accrued Bond Interest otherwise payable on a class of Bonds by
reason of the allocation to such class of a portion of any deferred interest on
the Mortgage Loans constituting the related Collateral will result in a
corresponding increase in the Bond Principal Amount of such class. See "Risk
Factors--Rate of Prepayments on Mortgage Loans and Priority of Payment on Bonds
May Adversely Affect Average Lives and Yields of Bonds" and "Yield
Considerations."
Payments of Principal of the Bonds
The Bonds of each Series, other than certain classes of Interest Only Bonds,
will have a "Bond Principal Amount" which, at any time, will equal the then
maximum amount that the holder will be entitled to receive in respect of
principal out of the future cash flow on the Mortgage Loans and other assets
constituting the related Collateral. The outstanding Bond Principal Amount of a
Bond will be reduced to the extent of payments of principal thereon from time
to time and, if and to the extent so provided in the related Prospectus
Supplement, by the amount of losses incurred in respect of the related Mortgage
Loans, may be increased in respect of deferred interest on the related Mortgage
Loans to the extent provided in the related Prospectus Supplement and, in the
case of Accrual Bonds prior to the Payment Date on which payments of interest
are required to commence, will be increased by any related Accrued Bond
Interest. If so specified in the related Prospectus Supplement, the initial
aggregate Bond Principal Amount of all classes of Bonds of a Series will be
greater than the outstanding aggregate principal balance of the related
Mortgage Loans as of the applicable Cut-off Date. The initial aggregate Bond
Principal Amount of a Series and each class thereof will be specified in the
related Prospectus Supplement. Payments of principal will be made on each
Payment Date to the class or classes of Bonds entitled thereto in accordance
with the provisions described in such Prospectus Supplement. Interest Only
Bonds with no Bond Principal Amount are not entitled to any payments of
principal.
Components
If specified in the related Prospectus Supplement, payment on a class of
Bonds may be based on a combination of two or more different components as
described under "--General" above. To such extent, the descriptions set forth
under "--Payments of Interests on the Bonds" and "--Payments of Principal of
the Bonds" above also relate to components of such a class of Bonds. In such
case, reference in such sections to Bond Principal Amount and interest rate
refer to the principal balance, if any, of any such component and the interest
rate, if any, on any such component, respectively.
Payments on the Bonds of Prepayment Premiums or in Respect of Equity
Participations
If so provided in the related Prospectus Supplement, Prepayment Premiums or
payments in respect of Equity Participations that are collected on the Mortgage
Loans with respect to such Series of Bonds will be paid on each Payment Date to
the class or classes of Bonds entitled thereto in accordance with the
provisions described in such Prospectus Supplement.
Allocation of Losses and Shortfalls
If so provided in the Prospectus Supplement for a Series of Bonds consisting
of one or more classes of Subordinate Bonds, on any Payment Date in respect of
which losses or shortfalls in
52
<PAGE>
collections on the Mortgage Loans have been incurred, the amount of such losses
or shortfalls will be borne first by a class of Subordinate Bonds in the
priority and manner and subject to the limitations specified in such Prospectus
Supplement. See "Description of Credit Support" for a description of the types
of protection that may be included in shortfalls on Mortgage Loans.
Advances in Respect of Delinquencies
With respect to any Series of Bonds, if so provided in the related Prospectus
Supplement, a Servicer or another entity described therein will be required as
part of its servicing responsibilities to advance on or before each Payment
Date its own funds or funds held in the Payment Account that are not included
in the Available Payment Amount for such Payment Date, in an amount equal to
the aggregate of payments of principal (other than any balloon payments) and
interest (net of related servicing fees and Retained Interest) that were due on
the Mortgage Loans constituting the related Collateral and were delinquent on
the related Determination Date, subject to such Servicer's (or another
entity's) good faith determination that such advances will be reimbursable from
Related Proceeds (as defined below). In the case of a Series of Bonds that
includes one or more classes of Subordinate Bonds and if so provided in the
related Prospectus Supplement, each Servicer's (or another entity's) advance
obligation may be limited only to the portion of such delinquencies necessary
to make the required payments on one or more classes of Senior Bonds and/or may
be subject to such Servicer's (or another entity's) good faith determination
that such advances will be reimbursable not only from Related Proceeds but also
from collections on other Collateral otherwise payable on one or more classes
of such Subordinate Bonds. See "Description of Credit Support."
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Bonds entitled
thereto, rather than to guarantee or insure against losses. Advances of a
Servicer's (or another entity's) funds will be reimbursable only out of related
recoveries on the Mortgage Loans (including amounts received under any form of
Credit Support) respecting which such advances were made (as to any Mortgage
Loan, "Related Proceeds") and from any other amounts specified in the related
Prospectus Supplement, including out of any amounts otherwise payable on one or
more classes of Subordinate Bonds of such Series; provided, however, that any
such advance will be reimbursable from any amounts in the Payment Account prior
to any payments being made on the Bonds to the extent that a Servicer (or such
other entity) shall determine in good faith that such advance (a
"Nonrecoverable Advance") is not ultimately recoverable from Related Proceeds
or, if applicable, from collections on other Collateral otherwise payable on
such Subordinate Bonds. If advances have been made by a Servicer from excess
funds in the Payment Account, such Servicer is required to replace such funds
in the Payment Account on any future Payment Date to the extent that funds in
the Payment Account on such Payment Date are less than payments required to be
made to Bondholders on such date. If so specified in the related Prospectus
Supplement, the obligations of a Servicer (or another entity) to make advances
may be secured by a cash advance reserve fund, a surety bond, a letter of
credit or another form of limited guaranty. If applicable, information
regarding the characteristics of, and the identity of any obligor on, any such
surety bond, will be set forth in the related Prospectus Supplement.
If and to the extent so provided in the related Prospectus Supplement, a
Servicer (or another entity) will be entitled to receive interest at the rate
specified therein on its outstanding advances and
53
<PAGE>
will be entitled to pay itself such interest periodically from general
collections on the Collateral prior to any payment to Bondholders or as
otherwise provided in the related Agreement and described in such Prospectus
Supplement.
Reports to Bondholders
With each payment to holders of any class of Bonds of a Series, the Master
Servicer or the Indenture Trustee, as provided in the related Prospectus
Supplement, will forward or cause to be forwarded to each such holder, to the
Depositor and to such other parties as may be specified in the related
Agreement, a statement setting forth some or all of the following items, in
each case to the extent applicable and available:
(i) the amount of such payment to holders of Bonds of such class applied
to reduce the Bond Principal Amount thereof;
(ii) the amount of such payment to holders of Bonds of such class
allocable to Accrued Bond Interest;
(iii) the amount of such payment allocable to (a) Prepayment Premiums and
(b) payments on account of Equity Participations;
(iv) the amount of related servicing compensation received by each
Servicer;
(v) the aggregate amount of advances included in such payment, and the
aggregate amount of any unreimbursed advances at the close of business on
such Payment Date;
(vi) the aggregate principal balance of the Mortgage Loans at the close
of business on such Payment Date;
(vii) the number and aggregate principal balance of Mortgage Loans in
respect of which (a) one scheduled payment is delinquent, (b) two scheduled
payments are delinquent, (c) three or more scheduled payments are
delinquent and (d) foreclosure proceedings have been commenced;
(viii) with respect to each Mortgage Loan that is delinquent two or more
months, (a) the loan number thereof, (b) the unpaid balance thereof, (c)
whether the delinquency is in respect of any balloon payment, (d) the
aggregate amount of unreimbursed servicing expenses and unreimbursed
advances in respect thereof, (e) if applicable, the aggregate amount of any
interest accrued and payable on related servicing expenses and related
advances assuming such Mortgage Loan is subsequently liquidated through
foreclosure, (f) whether a notice of acceleration has been sent to the
Mortgagor and, if so, the date of such notice, (g) whether foreclosure
proceedings have been commenced and, if so, the date so commenced and (h)
if such Mortgage Loan is more than three months delinquent and foreclosure
has not been commenced, the reason therefor;
(ix) with respect to any Mortgage Loan liquidated (other than by payment
in full) during the related Due Period (unless a different period is
specified in the related Prospectus Supplement, a "Due Period" with respect
to any Payment Date will commence on
54
<PAGE>
the second day of the month in which the immediately preceding Payment Date
occurs, or the day after the Cut-off Date in the case of the first Due
Period, and will end on the first day of the month of the related Payment
Date), (a) the loan number thereof, (b) the manner in which it was
liquidated and (c) the aggregate amount of liquidation proceeds received;
(x) with respect to any Mortgage Loan liquidated during the related Due
Period, (a) the portion of such liquidation proceeds payable or
reimbursable to each Servicer (or any other entity) in respect of such
Mortgage Loan and (b) the amount of any loss to Bondholders;
(xi) with respect to each Mortgaged Property acquired on behalf of the
Issuer through foreclosure or deed in lieu of foreclosure (upon
acquisition, an "REO Property") relating to a Mortgage Loan and included as
a Trust Asset as of the end of the related Due Period, (a) the loan number
of the related Mortgage Loan and (b) the date of acquisition;
(xii) with respect to each REO Property relating to a Mortgage Loan and
included as a Trust Asset as of the end of the related Due Period, (a) the
book value, (b) the principal balance of the related Mortgage Loan
immediately following such Payment Date (calculated as if such Mortgage
Loan were still outstanding taking into account certain limited
modifications to the terms thereof specified in the Agreement), (c) the
aggregate amount of unreimbursed servicing expenses and unreimbursed
advances in respect thereof and (d) if applicable, the aggregate amount of
interest accrued and payable on related servicing expenses and related
advances;
(xiii) with respect to any such REO Property sold during the related Due
Period (a) the loan number of the related Mortgage Loan, (b) the aggregate
amount of sale proceeds, (c) the portion of such sales proceeds payable or
reimbursable to each Servicer in respect of such REO Property or the
related Mortgage Loan and (d) the amount of any loss to Bondholders in
respect of the related Mortgage Loan;
(xiv) the aggregate Bond Principal Amount or notional amount, as the case
may be, of each class of Bonds (including any class of Bonds not offered
hereby) at the close of business on such Payment Date, separately
identifying any reduction in such Bond Principal Amount due to the
allocation of any loss and increase in the Bond Principal Amount of a class
of Accrual Bonds in the event that Accrued Bond Interest has been added to
such balance;
(xv) the aggregate amount of principal prepayments made during the
related Due Period;
(xvi) the aggregate Accrued Bond Interest and unpaid Accrued Bond
Interest, if any, on each class of Bonds at the close of business on such
Payment Date;
(xvii) in the case of Bonds with a variable interest rate, the interest
rate applicable to such Payment Date, and, if available, the immediately
succeeding Payment Date, as calculated in accordance with the method
specified in the related Prospectus Supplement;
(xviii) in the case of Bonds with a floating interest rate, for
statements to be distributed in any month in which an adjustment date
occurs, the floating interest rate applicable to such Payment Date and the
immediately succeeding Payment Date as calculated in accordance with the
method specified in the related Prospectus Supplement;
55
<PAGE>
(xix) as to any Series which includes Credit Support, the amount of
coverage of each instrument of Credit Support included therein as of the
close of business on such Payment Date; and
(xx) the aggregate amount of payments by the Mortgagors of (a) default
interest, (b) late charges and (c) assumption and modification fees
collected during the related Due Period.
In the case of information furnished pursuant to subclauses (i)-(iv) above,
the amounts shall be expressed as a dollar amount per minimum denomination of
Bonds or for such other specified portion thereof. In addition, in the case of
information furnished pursuant to subclauses (i), (ii), (xiv), (xvi) and (xvii)
above, such amounts shall also be provided with respect to each component, if
any, of a class of Bonds. The Prospectus Supplement for each Series of Offered
Bonds will describe any additional information to be included in reports to the
holders of such Bonds.
Within a reasonable period of time after the end of each calendar year, the
Master Servicer or the Indenture Trustee, as provided in the related Prospectus
Supplement, shall furnish to each person who at any time during the calendar
year was a holder of a Bond a statement containing the information set forth in
subclauses (i)-(iv) above, aggregated for such calendar year or the applicable
portion thereof during which such person was a Bondholder. Such obligation of
the Master Servicer or the Indenture Trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Master Servicer or the Indenture Trustee pursuant to any
requirements of the Code as are from time to time in force.
Unless and until Definitive Bonds are issued, such statements or reports will
be forwarded by the Master Servicer or the Indenture Trustee to Cede or such
other person specified in the related Prospectus Supplement. Such statements or
reports may be available to Beneficial Owners upon request to DTC or their
respective Participant or Indirect Participant. In addition, the Indenture
Trustee shall furnish a copy of any such statement or report to any Beneficial
Owner which requests such copy and certifies to the Indenture Trustee or the
Master Servicer, as applicable, that it is the Beneficial Owner of a Bond. See
"Description of the Bonds--Book-Entry Registration and Definitive Bonds."
Special Redemption of Bonds
If so specified in the related Prospectus Supplement, the Bonds of any Series
may be subject to special redemption on the day of any month specified therein
if, as a result of the prepayment experience on the Mortgage Loans securing
such Bonds or the low yield available for reinvestment or both, the Indenture
Trustee determines (based on assumptions specified in the Indenture and after
giving effect to the amounts, if any, available to be withdrawn from or under
any reserve fund or instrument constituting Credit Support or a Cash Flow
Agreement for such Series) that the amount anticipated to be available in the
Payment Account for such Series on the next Payment Date, is anticipated to be
insufficient to pay debt service on the Bonds of such Series on such Payment
Date. The principal amount of Bonds of such Series required to be so redeemed
will not exceed the amount of principal otherwise required to be paid on the
next Payment Date. Therefore, the primary result of such a special redemption
of Bonds is payment of principal prior to the next scheduled Payment Date.
56
<PAGE>
If specified in the related Prospectus Supplement, Bonds of any Series may be
subject to special redemption in whole or in part following certain defaults
under an instrument of Credit Support and in certain other events.
All payments of principal pursuant to any special redemption will be made in
the order of priority and in the manner specified in the related Prospectus
Supplement. Notice of any special redemption will be mailed by the Issuer or
the Indenture Trustee prior to the Special Redemption Date. The Redemption
Price for any Bonds so redeemed will be equal to 100% (or such other percentage
specified in the related Prospectus Supplement) of the principal amount of such
Bonds (or portions thereof) so redeemed, together with interest accrued thereon
to the date specified in the related Prospectus Supplement.
Optional Redemption of Bonds
The Issuer may, at its option and if so specified in the related Prospectus
Supplement, redeem, in whole or in part, one or more classes of Bonds of any
Series on any Payment Date on or after the dates, if any, specified in such
Prospectus Supplement. Notice of such redemption will be given by the Issuer or
Indenture Trustee prior to the anticipated date of redemption. The Redemption
Price for any Bonds so redeemed will be equal to 100% of the principal amount
of such Bonds, or the portions thereof, so redeemed, together with interest
accrued thereon to the date specified in the related Prospectus Supplement. Any
such optional redemption may occur at a time when a significant portion of the
aggregate Bond Principal Amount of all the classes of Bonds that will be so
redeemed, remains outstanding (that is, a time when the aggregate Bond
Principal Amount of such classes of Bonds is greater than 25% of the initial
aggregate Bond Principal Amount thereof). The maximum aggregate Bond Principal
Amount of the Bonds of any Series that may be outstanding before any optional
redemption may be effected will be disclosed in the related Prospectus
Supplement. The Bondholders will have no continuing direct or indirect
liability to the Issuer or any other person as a result of the Issuer
exercising its redemption option.
Book-Entry Registration and Definitive Bonds
If so provided in the related Prospectus Supplement, one or more classes of
the Offered Bonds of any Series will be issued as Book-Entry Bonds, and each
such class will be represented by one or more single Bonds registered in the
name of a nominee for the depository, The Depository Trust Company ("DTC").
DTC is a limited-purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the Uniform Commercial Code ("UCC") and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC was created to hold securities for its
participating organizations ("Participants") and facilitate the clearance and
settlement of securities transactions between Participants through electronic
book-entry changes in their accounts, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers,
banks, trust companies and clearing corporations and may include certain other
organizations. Indirect access to the DTC system also is available to others
such
57
<PAGE>
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants").
Investors that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or other interests in Book-
Entry Bonds may do so only through Participants and Indirect Participants or in
such other manner as is provided for in the related Prospectus Supplement. In
addition, such investors ("Beneficial Owners") will receive all payments on the
Book-Entry Bonds through DTC and its Participants. Under a book-entry format,
Beneficial Owners will receive payments after the related Payment Date because,
while payments are required to be forwarded to Cede & Co., as nominee for DTC
("Cede"), on each such date DTC will forward such payments to its Participants
which thereafter will be required to forward them to Indirect Participants or
Beneficial Owners. The only "Bondholder" (as such term is used in an Agreement)
will be Cede, as nominee of DTC or such other entity specified in the related
Prospectus Supplement, and the Beneficial Owners will not be recognized by the
Indenture Trustee as Bondholders under the Agreements. Beneficial Owners will
be permitted to exercise the rights of Bondholders under the related Agreements
only indirectly through the Participants who in turn will exercise their rights
through DTC.
Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the Book-Entry Bonds and is required to
receive and transmit payments of principal of and interest on the Book-Entry
Bonds. Participants and Indirect Participants with which Beneficial Owners have
accounts with respect to the Book-Entry Bonds similarly are required to make
book-entry transfers and receive and transmit such payments on behalf of their
respective Beneficial Owners.
Because DTC can act only on behalf of Participants, who in turn act on behalf
of Indirect Participants and certain banks, the ability of a Beneficial Owner
to pledge its interest in the Book-Entry Bonds to persons or entities that do
not participate in the DTC system, or otherwise take actions in respect of its
interest in the Book-Entry Bonds, may be limited due to the lack of a physical
certificate evidencing such interest.
DTC will take action permitted to be taken by a Bondholder under an Agreement
only at the direction of one or more Participants to whose account with DTC
interests in the Book-Entry Bonds are credited. Under DTC's procedures, DTC
will take actions permitted to be taken by Holders of any class of Book-Entry
Bonds under an Agreement only at the direction of one or more Participants to
whose account the Book-Entry Bonds are credited and whose aggregate holdings
represent no less than any minimum amount of Voting Rights required therefor.
Therefore, Beneficial Owners will only be able to exercise their Voting Rights
to the extent permitted, and subject to the procedures established, by their
Participant and/or Indirect Participant, as applicable. DTC may take
conflicting actions with respect to any action of Bondholders of any class to
the extent that Participants authorize such actions. None of the Servicers, the
Depositor, the Indenture Trustee or any of their respective affiliates will
have any liability for any aspect of the records relating to or payments made
on account of beneficial ownership interests in the Book-Entry Bonds, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
58
<PAGE>
Bonds initially issued in book-entry form will be issued as Definitive Bonds
to Beneficial Owners or their nominees, rather than to DTC or its nominee only
(i) if the Depositor advises the Indenture Trustee in writing that DTC is no
longer willing or able to properly discharge its responsibilities as depository
with respect to the Bonds and the Depositor is unable to locate a qualified
successor, (ii) if the Depositor, at its option, elects to terminate the book-
entry system through DTC or (iii) in accordance with such other provisions
described in the related Prospectus Supplement.
Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Bonds for the Beneficial Owners. Upon
surrender by DTC of the certificate or certificates representing the Book-Entry
Bonds, together with instructions for reregistration, the Indenture Trustee
will issue (or cause to be issued) to the Beneficial Owners identified in such
instructions the Definitive Bonds to which they are entitled, and thereafter
the Indenture Trustee will recognize the holders of such Definitive Bonds as
Bondholders under the Agreement.
DESCRIPTION OF THE AGREEMENTS
The Bonds of each Series will be issued by an Owner Trust pursuant to an
indenture (the "Indenture") between the related Owner Trust and an indenture
trustee (the "Indenture Trustee") named in the related Prospectus Supplement.
The Owner Trust will be established pursuant to a deposit trust agreement
(each, a "Deposit Trust Agreement") between the Depositor and an owner trustee
(the "Owner Trustee") named in the Prospectus Supplement relating to such
Series of Bonds. The Mortgage Loans will be serviced in accordance with a
servicing agreement (a "Servicing Agreement") among the Issuer, the Indenture
Trustee and a Master Servicer and a Special Servicer named in the Prospectus
Supplement relating to such Series of Bonds. A manager or administrator will be
appointed pursuant to an administration agreement (the "Administration
Agreement") to administer certain duties of the Issuer relating to each Series
of Bonds. The provisions of each Agreement will vary depending upon the nature
of the Bonds to be issued thereunder and the nature of the related Collateral.
Forms of an Indenture, Deposit Trust Agreement, Servicing Agreement and
Administration Agreement have been filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The following summaries describe
certain material provisions that may appear in the Indenture and the Servicing
Agreement. The Prospectus Supplement for a Series of Bonds will describe any
provision of the Agreements relating to such Series that materially differs
from the description thereof contained in this Prospectus. The summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Agreements relating to each
Series of Bonds and the description of such provisions in the related
Prospectus Supplement. As used herein with respect to any Series, the term
"Bond" refers to all of the Bonds of that Series, whether or not offered hereby
and by the related Prospectus Supplement, unless the context otherwise
requires. The Depositor will provide a copy of the Agreements (without
exhibits) relating to any Series of Bonds without charge upon payment of actual
costs and written request of a holder of a Bond of such Series addressed to the
Indenture Trustee specified in the related Prospectus Supplement.
59
<PAGE>
Pledge of Mortgage Loans; Deposit of Release Price or Substitution
At the time of issuance of any Series of Bonds, the Issuer will grant to the
designated Indenture Trustee to secure payment of the Bonds of such Series a
security interest in, among other things, the Mortgage Loans, to be included as
part of the related Collateral, together with all principal and interest to be
received on or with respect to such Mortgage Loans after the related Cut-off
Date, other than principal and interest due on or before the related Cut-off
Date and other than any Retained Interest (as defined herein). The Indenture
Trustee will hold such Mortgage Loans as security only for that Series of
Bonds, and holders of the Bonds of such Series will be entitled to the equal
and proportionate benefits of such security, subject to the express
subordination of certain classes thereof. In addition, the Indenture Trustee
will, concurrently with such grant, deliver such Bonds to or at the direction
of the Issuer. Each Mortgage Loan to be included as part of the related
Collateral will be identified in a schedule appearing as an exhibit to the
related Indenture. Such schedule generally will include detailed information to
the extent available and relevant in respect of each Mortgage Loan included as
part of the related Collateral, including without limitation, the address of
the related Mortgaged Property and type of such property, the Mortgage Interest
Rate and, if applicable, the applicable index, margin, adjustment date and any
rate cap information, the original and remaining term to maturity, the original
and outstanding principal balance and balloon payment, if any, the Value, Loan-
to-Value Ratio and the Debt Service Coverage Ratio as of the date indicated and
payment and prepayment provisions, if applicable.
With respect to each Mortgage Loan to be included as part of the related
Collateral, the Issuer will deliver or cause to be delivered to the Indenture
Trustee (or to the custodian acting on its behalf) certain loan documents,
which will generally include the original Mortgage Note endorsed, without
recourse, in blank or to the order of the Indenture Trustee, the original
Mortgage (or a certified copy thereof) with evidence of recording indicated
thereon and an assignment of the Mortgage to the Indenture Trustee in
recordable form. Notwithstanding the foregoing, the Collateral for a Series of
Bonds may include Mortgage Loans where the original Mortgage Note is not
delivered to the Indenture Trustee if the Issuer delivers to the Indenture
Trustee or the custodian, an affidavit certifying that the original thereof has
been lost or destroyed, together with, if available, a copy or a duplicate
original of the Mortgage Note. With respect to such Mortgage Loans, the
Indenture Trustee (or its nominee) may not be able to enforce the Mortgage Note
against the related borrower. The related Agreements will generally require
that the Issuer or another party specified in the related Prospectus Supplement
promptly cause each such assignment of Mortgage to be recorded in the
appropriate public office for real property records, except in states where, in
the opinion of counsel acceptable to the Indenture Trustee, such recording is
not required to protect the Indenture Trustee's interest in the related
Mortgage Loan against the claim of any subsequent transferee or any successor
to or creditor of the Issuer, the Servicer, the relevant Asset Seller or any
other prior holder of the Mortgage Loan.
The Indenture Trustee (or a custodian) will review such Mortgage Loan
documents within a specified period of days after receipt thereof, and the
Indenture Trustee (or a custodian) will hold such documents in trust for the
benefit of the Bondholders. If any such document is found to be missing or
defective in any material respect, the Indenture Trustee (or such custodian)
shall immediately notify the Issuer or another entity specified in the related
Prospectus Supplement. If the
60
<PAGE>
Issuer cannot cure the omission or defect within a specified number of days
after receipt of such notice, then the Issuer or such other entity specified in
the related Prospectus Supplement will be obligated, within a specified number
of days of receipt of such notice, to remove the related Mortgage Loan as part
of the related Collateral and pay to the Indenture Trustee a cash amount equal
to the sum of the unpaid principal balance thereof, plus unpaid accrued
interest thereon at the Mortgage Interest Rate from the date as to which
interest was last paid to the due date in the Due Period in which the relevant
removal is to occur, plus certain servicing expenses that are reimbursable to
each Servicer or such other amount as specified in the related Prospectus
Supplement (the "Release Price") or substitute for such Mortgage Loan. This
deposit and removal or substitution obligation constitutes the sole remedy
available to the Bondholders or the Indenture Trustee for omission of, or a
material defect in, a constituent document. If specified in the related
Prospectus Supplement, in lieu of curing any omission or defect in the Mortgage
Loan or paying the Indenture Trustee the Release Price or substituting for such
Mortgage Loan, the Issuer or other named entity may agree to cover any losses
suffered with respect to the Collateral as a result of such breach or defect.
If so provided in the related Prospectus Supplement, the Issuer will, as to
some or all of the Mortgage Loans, deliver or cause to be delivered to the
Indenture Trustee the related Lease Assignments. In certain cases, the
Indenture Trustee, or Sub-Servicer, as applicable, may collect all moneys under
the related Leases and distribute amounts, if any, required under the Lease for
the payment of maintenance, insurance and taxes, to the extent specified in the
related Lease agreement. The Indenture Trustee, or if so specified in the
Prospectus Supplement, the Master Servicer, as agent for the Indenture Trustee,
may hold the Lease in trust for the benefit of the Bondholders.
Representations and Warranties; Repurchases and Other Remedies
To the extent provided in the related Prospectus Supplement the Issuer will,
with respect to each Mortgage Loan included as part of the related Collateral,
make or assign, or cause to be made or assigned, certain representations and
warranties, as of a specified date (the person making such representations and
warranties, the "Warranting Party") covering, by way of example, the following
types of matters: (i) the accuracy of the information set forth for such
Mortgage Loan on the schedule of Mortgage Loans appearing as an exhibit to the
related Agreement; (ii) the existence of title insurance insuring the lien
priority of the Mortgage Loan; (iii) the authority of the Warranting Party to
sell the Mortgage Loan; (iv) the payment status of the Mortgage Loan and the
status of payments of taxes, assessments and other charges affecting the
related Mortgaged Property; (v) the existence of customary provisions in the
related Mortgage Note and Mortgage to permit realization against the Mortgaged
Property of the benefit of the security of the Mortgage; and (vi) the existence
of hazard and extended perils insurance coverage on the Mortgaged Property.
Any Warranting Party, if other than the Depositor, shall be an Asset Seller
or an affiliate thereof or such other person acceptable to the Depositor and
shall be identified in the related Prospectus Supplement. Representations and
warranties made in respect of a Mortgage Loan may have been made as of a date
prior to the applicable Cut-off Date. A substantial period of time may have
elapsed between such date and the date of initial issuance of the related
Series of Bonds secured by such Mortgage Loan. In the event of a breach of any
such representation or warranty that materially and adversely affects the value
of the applicable Mortgage Loan or the interest of the Bondholders
61
<PAGE>
therein, the Warranting Party will be obligated to either cure such breach or
repurchase or replace the affected Mortgage Loan as described below. Since the
representations and warranties may not address events that may occur following
the date as of which they were made, the Warranting Party will have a cure,
repurchase or substitution obligation in connection with a breach of such a
representation and warranty only if the relevant event that causes such breach
occurs prior to such date. Such party would have no such obligations if the
relevant event that causes such breach occurs after such date.
The Agreements will provide that the Master Servicer and/or Indenture Trustee
will be required to notify promptly the relevant Warranting Party of any breach
of any representation or warranty made by it in respect of a Mortgage Loan that
materially and adversely affects the value of such Mortgage Loan or the
interests therein of the Bondholders. If such Warranting Party cannot cure such
breach within a specified period following the date on which such party was
notified of such breach, then such Warranting Party will be obligated to
repurchase such Mortgage Loan from the Indenture Trustee within a specified
period from the date on which the Warranting Party was notified of such breach,
at a price equal to the sum of the unpaid principal balance thereof, plus
unpaid accrued interest thereon at the Mortgage Interest Rate from the date as
to which interest was last paid to the due date in the Due Period in which the
relevant purchase is to occur, plus certain servicing expenses that are
reimbursable to each Servicer or such other price as specified in the related
Prospectus Supplement (the "Purchase Price"), or in the case of the Issuer,
remove such Mortgage Loan as part of the Collateral and pay to the Indenture
Trustee the Release Price therefor. If so provided in the Prospectus Supplement
for a Series, a Warranting Party, rather than repurchase a Mortgage Loan as to
which a breach has occurred, will have the option, within a specified period
after initial issuance of such Series of Bonds, to cause the removal of such
Mortgage Loan as part of the related Collateral and substitute in its place one
or more other Mortgage Loans, in accordance with the standards described in the
related Prospectus Supplement. If so provided in the Prospectus Supplement for
a Series, a Warranting Party, rather than repurchase or substitute a Mortgage
Loan as to which a breach has occurred, will have the option to reimburse the
Indenture Trustee or the Bondholders for any losses caused by such breach. This
reimbursement, repurchase or substitution obligation will constitute the sole
remedy available to holders of Bonds or the Indenture Trustee for a breach of
representation by a Warranting Party.
Neither the Depositor nor the Issuer (except to the extent that either of
them is the Warranting Party) nor any Servicer will be obligated to purchase or
substitute for a Mortgage Loan if a Warranting Party defaults on its obligation
to do so, and no assurance can be given that Warranting Parties will carry out
such obligations with respect to Mortgage Loans.
Each Servicer will make certain representations and warranties regarding its
authority to enter into, and its ability to perform its obligations under, the
related Agreement. A breach of any such representation in a Servicing Agreement
of a Master Servicer or Special Servicer which materially and adversely affects
the interests of the Bondholders and which continues unremedied for thirty days
after the giving of written notice of such breach to such Servicer by the
Indenture Trustee or the Depositor, or to such Servicer, the Depositor and the
Indenture Trustee by the holders of Bonds evidencing not less than 25% of the
Voting Rights or such other percentage specified in the related Prospectus
Supplement, will constitute a Servicer Event of Default under such Servicing
Agreement.
62
<PAGE>
Accounts
General. Each Servicer and/or the Indenture Trustee will, as to each Series
of Bonds, establish and maintain or cause to be established and maintained one
or more separate accounts for the collection of payments on the related
Mortgage Loans (collectively, the "Accounts"), which must be either (i) an
account or accounts the deposits in which are insured by the Bank Insurance
Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance
Corporation ("FDIC") (to the limits established by the FDIC) and the uninsured
deposits in which are otherwise secured such that the Bondholders have a claim
with respect to the funds an Account or a perfected first priority security
interest against any collateral securing such funds that is superior to the
claims of any other depositors or general creditors of the institution with
which such Account is maintained or (ii) otherwise maintained with a bank or
trust company, and in a manner, satisfactory to the Rating Agency or Agencies
rating any class of Bonds of such Series. The collateral eligible to secure
amounts in an Account is limited to United States government securities and
other investment grade obligations specified in the Agreement ("Permitted
Investments"). An Account may be maintained as an interest bearing or a non-
interest bearing account and the funds held therein may be invested pending
each succeeding Payment Date in certain short-term Permitted Investments. Any
interest or other income earned on funds in an Account will be paid to a
Servicer or its designee as additional servicing compensation to the extent
provided in the related Prospectus Supplement. An Account may be maintained
with an institution that is an affiliate of a Servicer provided that such
institution meets the standards imposed by the Rating Agency or Agencies. If
permitted by the Rating Agency or Agencies and so specified in the related
Prospectus Supplement, an Account may contain funds relating to more than one
Series of mortgage-backed securities and may contain other funds respecting
payments on mortgage loans belonging to a Servicer or serviced or master
serviced by it on behalf of others.
Deposits. The appropriate Servicer will deposit or cause to be deposited in
an Account on a daily basis, or such other period provided in the related
Agreement, the following payments and collections received, or advances made,
by such Servicer:
(i) all payments on account of principal, including principal prepayments, on
the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, including any
default interest collected, in each case net of any portion thereof retained by
a Servicer as its servicing compensation;
(iii) all proceeds of the hazard, business interruption and general liability
insurance policies to be maintained in respect of each Mortgaged Property
securing a Mortgage Loan included as part of the Collateral (to the extent such
proceeds are not applied to the restoration of the property or released to the
Mortgagor in accordance with the normal servicing procedures of a Servicer,
subject to the terms and conditions of the related Mortgage and Mortgage Note)
and all proceeds of rental interruption policies, if any, insuring against
losses arising from the failure of Lessees under a Lease to make timely rental
payments because of certain casualty events (collectively, "Insurance
Proceeds") and all other amounts received and retained in connection with the
liquidation of defaulted Mortgage Loans included as part of the Collateral, by
foreclosure, condemnation or
63
<PAGE>
otherwise ("Liquidation Proceeds") together with the net proceeds on a monthly
basis with respect to any Mortgaged Properties acquired for the benefit of
Bondholders by foreclosure or by deed in lieu of foreclosure or otherwise;
(iv) any advances made as described under "Description of the Bonds-Advances
in Respect of Delinquencies";
(v) any amounts representing Prepayment Premiums;
(vi) any amounts received from another Servicer;
but excluding any income, rents and profits derived from the ownership,
operation or leasing of any REO Property (" REO Proceeds") and penalties or
modification fees which may be retained by such Servicer. Unless otherwise
provided in the related Agreement, REO Proceeds shall be maintained in an
Account by the Special Servicer.
Once a month the Special Servicer and any Sub-Servicer remit funds on deposit
in the Account each maintains together with any P&I Advances to the Master
Servicer for deposit in an Account maintained by the Master Servicer.
Withdrawals. A Servicer may, from time to time, make withdrawals from an
Account for each Series of Bonds for one or more of the following purposes:
(i) to reimburse a Servicer for unreimbursed amounts advanced as described
under "Description of the Bonds--Advances in Respect of Delinquencies," such
reimbursement to be made out of amounts received which were identified and
applied by such Servicer as late collections of interest on and principal of
the particular Mortgage Loans with respect to which the advances were made;
(ii) to reimburse a Servicer for unpaid servicing fees earned and certain
unreimbursed servicing expenses incurred with respect to Mortgage Loans and
properties acquired in respect thereof, such reimbursement to be made out of
amounts that represent Liquidation Proceeds and Insurance Proceeds collected on
the particular Mortgage Loans and properties, and net income collected on the
particular properties, with respect to which such fees were earned or such
expenses were incurred;
(iii) to reimburse a Servicer for any advances described in clause (i) above
and any servicing expenses described in clause (ii) above which, in the Master
Servicer's good faith judgment, will not be recoverable from the amounts
described in clauses (i) and (ii), respectively, such reimbursement to be made
from amounts collected on other Collateral or, if and to the extent so provided
by the related Agreement and described in the related Prospectus Supplement,
just from that portion of amounts collected on other Collateral that is
otherwise payable on one or more classes of Subordinate Bonds, if any, remain
outstanding, and otherwise any outstanding class of Bonds, of the related
Series;
(iv) if specified in the related Prospectus Supplement, to pay a Servicer
interest accrued on the advances described in clause (i) above and the
servicing expenses described in clause (ii) above while such remain outstanding
and unreimbursed;
(v) to pay a Servicer, as additional servicing compensation, interest and
investment income earned in respect of amounts held in the Account; and
64
<PAGE>
(vi) to make any other withdrawals permitted by the related Agreement and
described in the related Prospectus Supplement.
Amounts may be withdrawn from any Account to cover additional costs, expenses
or liabilities associated with: the preparation of environmental site
assessments with respect to, and for containment, clean-up or remediation of
hazardous wastes and materials, the proper operation, management and
maintenance of any Mortgaged Property acquired for the benefit of Bondholders
by foreclosure or by deed in lieu of foreclosure or otherwise, such payments to
be made out of income received on such property; retaining an independent
appraiser or other expert in real estate matters to determine a fair sale price
for a defaulted Mortgage Loan or a property acquired in respect thereof in
connection with the liquidation of such Mortgage Loan or property; and
obtaining various opinions of counsel pursuant to the related Agreement for the
benefit of Bondholders.
Payment Account. If specified in the related Prospectus Supplement, the
Indenture Trustee will, as to each Series of Bonds, establish and maintain, or
cause to be established and maintained, one or more separate Accounts for the
collection of payments from the Master Servicer immediately preceding each
Payment Date (the "Payment Account"). The Indenture Trustee will also deposit
or cause to be deposited in a Payment Account the following amounts:
(i) any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related Series of Bonds as described under
"Description of Credit Support";
(ii) any amounts paid under any Cash Flow Agreement, as described under
"Description of the Collateral--Cash Flow Agreements";
(iii) all proceeds of any Trust Asset or, with respect to a Mortgage Loan,
property acquired in respect thereof purchased by the Depositor, any Asset
Seller or any other specified person, and all proceeds of any Mortgage Loan
purchased as described under "Description of the Bonds--Termination" (also,
"Liquidation Proceeds");
(iv) any other amounts required to be deposited in the Payment Account as
provided in the related Agreement and described in the related Prospectus
Supplement.
The Indenture Trustee or another paying agent may, from time to time, make a
withdrawal from a Payment Account to make payments to the Bondholders on each
Payment Date.
Other Collection Accounts. Notwithstanding the foregoing, if so specified in
the related Prospectus Supplement, the Agreements for any Series of Bonds may
provide for the establishment and maintenance of a separate collection account
into which a Servicer will deposit on a daily basis the amounts described under
"--Deposits" above for one or more Series of Bonds. Any amounts on deposit in
any such collection account will be withdrawn therefrom and deposited into the
appropriate Payment Account by a time specified in the related Prospectus
Supplement. Any amounts which could be withdrawn from the Payment Account as
described under "--Withdrawals" above, may also be withdrawn from any such
collection account. The Prospectus Supplement will set forth any restrictions
with respect to any such collection account, including investment restrictions
and any restrictions with respect to financial institutions with which any such
collection account may be maintained.
65
<PAGE>
Collection and Other Servicing Procedures
Master Servicer. The Master Servicer is required under the Servicing
Agreement to make reasonable efforts to collect all scheduled payments under
the Mortgage Loans and will follow or cause to be followed such collection
procedures as it would follow with respect to mortgage loans that are
comparable to the Mortgage Loans and held for its own account, provided such
procedures are consistent with (i) the terms of the Servicing Agreement, (ii)
applicable law and (iii) the general servicing standard specified in the
related Prospectus Supplement or, if no such standard is so specified, its
normal servicing practices (in either case, the "Servicing Standard").
The Master Servicer will also be required to perform other customary
functions of a servicer of comparable loans, including maintaining (or causing
the Mortgagor or Lessee on each Mortgage or Lease to maintain) hazard, business
interruption and general liability insurance policies (and, if applicable,
rental interruption policies) as described herein and in any related Prospectus
Supplement, and filing and settling claims thereunder; maintaining escrow or
impoundment accounts of Mortgagors for payment of taxes, insurance and other
items required to be paid by any Mortgagor pursuant to the Mortgage Loan;
processing assumptions or substitutions in those cases where the applicable
Servicer has determined not to enforce any applicable due-on-sale clause;
attempting to cure delinquencies; supervising foreclosures; inspecting and
managing Mortgaged Properties under certain circumstances; and maintaining
accounting records relating to the Mortgage Loans.
The Master Servicer shall monitor the actions of the Special Servicer to
confirm compliance with the Agreements.
A Master Servicer, as servicer of the Mortgage Loans, on behalf of itself,
the Indenture Trustee and the Bondholders or such other entity specified in the
related Prospectus Supplement, will present claims to the obligor under each
instrument of Credit Support, and will take such reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Mortgage Loans. See "Description of Credit Support."
Special Servicer. A Mortgagor's failure to make required payments may reflect
inadequate income or the diversion of that income from the service of payments
due under the Mortgage Loan, and may call into question such Mortgagor's
ability to make timely payment of taxes and to pay for necessary maintenance of
the related Mortgaged Property. Upon the occurrence of any of the following
events or such other events as may be specified in the related Prospectus
Supplement (each a "Servicing Transfer Event") with respect to a Mortgage Loan,
servicing for such Mortgage Loan (thereafter, a "Specially Serviced Mortgage
Loan") will be transferred from the Master Servicer to the Special Servicer:
(a) such Mortgage Loan becomes a defaulted Mortgage Loan,
(b) the occurrence of certain events indicating the possible insolvency of
the Mortgagor,
(c) the receipt by the Master Servicer of a notice of foreclosure of any
other lien on the related Mortgaged Property,
(d) the Master Servicer determines that a payment default is imminent,
(e) with respect to a Balloon Mortgage Loan, no assurances have been given
as to the ability of the Mortgagor to make the final payment thereon, or
66
<PAGE>
(f) the occurrence of certain other events constituting defaults under the
terms of such Mortgage Loan.
The Special Servicer is required to monitor any Mortgage Loan which is in
default, contact the Mortgagor concerning the default, evaluate whether the
causes of the default can be cured over a reasonable period without significant
impairment of the value of the Mortgaged Property, initiate corrective action
in cooperation with the Mortgagor if cure is likely, inspect the Mortgaged
Property and take such other actions as are consistent with the Servicing
Standard. A significant period of time may elapse before the Special Servicer
is able to assess the success of such corrective action or the need for
additional initiatives.
The time within which the Special Servicer makes the initial determination of
appropriate action evaluates the success of corrective action, develops
additional initiatives, institutes foreclosure proceedings and actually
forecloses (or takes a deed to a Mortgaged Property in lieu of foreclosure) on
behalf of the Bondholders, may vary considerably depending on the particular
Mortgage Loan, the Mortgaged Property, the Mortgagor, the presence of an
acceptable party to assume the Mortgage Loan and the laws of the jurisdiction
in which the Mortgaged Property is located. Under federal bankruptcy law, the
Special Servicer in certain cases may not be permitted to accelerate a Mortgage
Loan or to foreclose on a Mortgaged Property for a considerable period of time.
See "Certain Legal Aspects of the Mortgage Loans and the Leases."
Any Agreement relating to a Series of Bonds secured by Collateral that
includes Mortgage Loans may grant to the Master Servicer and/or the holder or
holders of certain classes of Bonds a right of first refusal to purchase from
the Owner Trust at a predetermined purchase price any such Mortgage Loan as to
which a specified number of scheduled payments thereunder are delinquent. Any
such right granted to the holder of an Offered Bond will be described in the
related Prospectus Supplement. The related Prospectus Supplement will also
describe any such right granted to any person if the predetermined purchase
price is less than the Purchase Price described under "Representations and
Warranties; Repurchases and Other Remedies ."
The Special Servicer may agree to modify, waive or amend any term of any
Specially Serviced Mortgage Loan in a manner consistent with the Servicing
Standard so long as the modification, waiver or amendment will not (i) affect
the amount or timing of any scheduled payments of principal or interest on the
Mortgage Loan or (ii) in its judgment, materially impair the security for the
Mortgage Loan or reduce the likelihood of timely payment of amounts due
thereon. The Special Servicer also may generally agree to any modification,
waiver or amendment that would so affect or impair the payments on, or the
security for, a Mortgage Loan if, (i) in its judgment, a material default on
the Mortgage Loan has occurred or a payment default is imminent and (ii) in its
judgment, such modification, waiver or amendment is reasonably likely to
produce a greater recovery with respect to the Mortgage Loan on a present value
basis than would liquidation. The Special Servicer is required to notify the
Indenture Trustee in the event of any modification, waiver or amendment of any
Mortgage Loan.
The Special Servicer, on behalf of the Indenture Trustee, may at any time
institute foreclosure proceedings, exercise any power of sale contained in any
mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to a
Mortgaged Property securing a Mortgage Loan by
67
<PAGE>
operation of law or otherwise, if such action is consistent with the Servicing
Standard and a default on such Mortgage Loan has occurred or, in the Special
Servicer's judgment, is imminent. The Special Servicer generally may not
acquire title to any related Mortgaged Property or take any other action that
would cause the Indenture Trustee, for the benefit of Bondholders, or any other
specified person to be considered to hold title to, to be a "mortgagee-in-
possession" of, or to be an "owner" or an "operator" of such Mortgaged Property
within the meaning of certain federal environmental laws, unless the Special
Servicer has previously determined, based on a report prepared by a person who
regularly conducts environmental audits (which report will be an expense of the
Issuer), that:
(i) the Mortgaged Property is in compliance with applicable environmental
laws; or if not, that taking such actions as are necessary to bring the
Mortgaged Property in compliance therewith is reasonably likely to produce a
greater recovery on a present value basis, after taking into account any risks
associated therewith, than not taking such actions; and
(ii) and there are no circumstances present at the Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any federal, state or local law or regulation or that, if any
such materials are present, taking such action with respect to the affected
Mortgaged Property is reasonably likely to produce a greater recovery on a
present value basis, after taking into account any risks associated therewith,
than not taking such actions.
Subject to the foregoing, the Special Servicer will be required to (i)
solicit bids for any Mortgaged Property so acquired in such a manner as will be
reasonably likely to realize a fair price for such property and (ii) accept the
first (and, if multiple bids are contemporaneously received, the highest) cash
bid received from any person that constitutes a fair price.
If the Issuer acquires title to any Mortgaged Property, the Special Servicer,
on behalf of the Issuer, may be required to retain an independent contractor to
manage and operate such property. The retention of an independent contractor,
however, will not relieve the Special Servicer of any of its obligations with
respect to the management and operation of such Mortgaged Property. Any such
property acquired by the Issuer will be managed in a manner consistent with the
management and operation of similar property by a prudent lending institution
or in such other manner as specified in the related Prospectus Supplement.
The limitations imposed by the related Agreements on the operations and
ownership of any Mortgaged Property acquired on behalf of the Issuer may result
in the recovery of an amount less than the amount that would otherwise be
recovered. See "Certain Legal Aspects of the Mortgage Loans and the Leases--
Foreclosure."
If recovery on a defaulted Mortgage Loan under any related instrument of
Credit Support is not available, the Special Servicer nevertheless will be
obligated to follow or cause to be followed such normal practices and
procedures as it deems necessary or advisable to realize upon the defaulted
Mortgage Loan. If the proceeds of any liquidation of the property securing the
defaulted Mortgage Loan are less than the outstanding principal balance of the
defaulted Mortgage Loan plus interest accrued thereon at the Mortgage Interest
Rate plus the aggregate amount of expenses incurred by the Special Servicer in
connection with such proceedings and which are reimbursable under the
68
<PAGE>
Agreement, the Issuer will realize a loss in the amount of such difference. The
Special Servicer will be entitled to withdraw or cause to be withdrawn from a
related Account out of the Liquidation Proceeds recovered on any defaulted
Mortgage Loan, prior to the payment of such Liquidation Proceeds to
Bondholders, amounts representing its normal servicing compensation on the
Mortgage Loan, unreimbursed servicing expenses incurred with respect to the
Mortgage Loan and any unreimbursed advances of delinquent payments made with
respect to the Mortgage Loan.
If any property securing a defaulted Mortgage Loan is damaged and proceeds,
if any, from the related hazard insurance policy are insufficient to restore
the damaged property to a condition sufficient to permit recovery under the
related instrument of Credit Support, if any, the Special Servicer is not
required to expend its own funds to restore the damaged property unless it
determines (i) that such restoration will increase the proceeds to Bondholders
on liquidation of the Mortgage Loan after reimbursement of the Master Servicer
for its expenses and (ii) that such expenses will be recoverable by it from
related Insurance Proceeds or Liquidation Proceeds.
Hazard Insurance Policies
The Servicing Agreement with respect to a Series of Bonds secured by
Collateral that includes Mortgage Loans will require the Master Servicer to
cause the Mortgagor on each Mortgage Loan to maintain a hazard insurance policy
providing for such coverage as is required under the related Mortgage. Such
coverage will be in general in an amount equal to the amount necessary to fully
compensate for any damage or loss to the improvements on the Mortgaged Property
on a replacement cost basis or such other amount specified in the related
Prospectus Supplement, but not less than the amount necessary to avoid the
application of any co-insurance clause contained in the hazard insurance
policy. The ability of the Master Servicer to assure that hazard insurance
proceeds are appropriately applied may be dependent upon its being named as an
additional insured under any hazard insurance policy and under any other
insurance policy referred to below, or upon the extent to which information in
this regard is furnished by Mortgagors. All amounts collected by the Master
Servicer under any such policy (except for amounts to be applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures, subject to
the terms and conditions of the related Mortgage and Mortgage Note) will be
deposited in a related Account.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Mortgage Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms thereof are dictated by respective state laws, and
most such policies typically do not cover any physical damage resulting from
war, revolution, governmental actions, floods and other water-related causes,
earth movement (including earthquakes, landslides and mudflows), wet or dry
rot, vermin, domestic animals and certain other kinds of uninsured risks.
The hazard insurance policies covering the Mortgaged Properties securing the
Mortgage Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage
(generally 80% to 90%) of the full replacement value of the
69
<PAGE>
improvements on the property in order to recover the full amount of any partial
loss. If the insured's coverage falls below this specified percentage, such
clause generally provides that the insurer's liability in the event of partial
loss does not exceed the lesser of (i) the replacement cost of the improvements
less physical depreciation and (ii) such proportion of the loss as the amount
of insurance carried bears to the specified percentage of the full replacement
cost of such improvements.
Each Servicing Agreement will require the Master Servicer to cause the
Mortgagor on each Mortgage Loan, or, in certain cases, the related Lessee, to
maintain all such other insurance coverage with respect to the related
Mortgaged Property as is consistent with the terms of the related Mortgage,
which insurance may typically include flood insurance (if the related Mortgaged
Property was located at the time of origination in a federally designated flood
area).
In addition, to the extent required by the related Mortgage, the Master
Servicer may require the Mortgagor or related Lessee to maintain other forms of
insurance including, but not limited to, loss of rent endorsements, business
interruption insurance and comprehensive public liability insurance. Any cost
incurred by the Master Servicer in maintaining any such insurance policy will
be added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so permit; provided, however, that the addition of such cost will
not be taken into account for purposes of calculating the payment to be made to
Bondholders. Such costs may be recovered by a Servicer from a related Account,
with interest thereon, as provided by the Agreements.
Rental Interruption Insurance Policy
If so specified in the related Prospectus Supplement, the Master Servicer or
the Mortgagors will maintain rental interruption insurance policies in full
force and effect with respect to some or all of the Leases. Although the terms
of such policies vary to some degree, a rental interruption insurance policy
typically provides that, to the extent that a Lessee fails to make timely
rental payments under the related Lease due to a casualty event, such losses
will be reimbursed to the insured. If so specified in the related Prospectus
Supplement, the Master Servicer will be required to pay from its servicing
compensation the premiums on the rental interruption policy on a timely basis.
If so specified in the Prospectus Supplement, if such rental interruption
policy is canceled or terminated for any reason (other than the exhaustion of
total policy coverage), the Master Servicer will exercise its best reasonable
efforts to obtain from another insurer a replacement policy comparable to the
rental interruption policy with a total coverage that is equal to the then
existing coverage of the terminated rental interruption policy; provided that
if the cost of any such replacement policy is greater than the cost of the
terminated rental interruption policy, the amount of coverage under the
replacement policy will be reduced to a level such that the applicable premium
does not exceed, by a percentage that may be set forth in the related
Prospectus Supplement, the cost of the rental interruption policy that was
replaced or to such other level as specified in the related Prospectus
Supplement. Any amounts collected by the Master Servicer under the rental
interruption policy in the nature of insurance proceeds will be deposited in a
related Account.
Fidelity Bonds and Errors and Omissions Insurance
The Agreements will require that the Servicers obtain and maintain in effect
a fidelity bond or similar form of insurance coverage (which may provide
blanket coverage) or any combination
70
<PAGE>
thereof insuring against loss occasioned by fraud, theft or other intentional
misconduct of the officers, employees and agents of such Servicer. The related
Agreements will allow a Servicer to self-insure against loss occasioned by the
errors and omissions of the officers, employees and agents of the Master
Servicer or the Special Servicer so long as certain criteria set forth in the
Agreements are met.
Due-on-Sale and Due-on-Encumbrance Provisions
Certain of the Mortgage Loans may contain clauses requiring the consent of
the mortgagee to any sale or other transfer of the related Mortgaged Property,
or due-on-sale clauses entitling the mortgagee to accelerate payment of the
Mortgage Loan upon any sale or other transfer of the related Mortgaged
Property. Certain of the Mortgage Loans may contain clauses requiring the
consent of the mortgagee to the creation of any other lien or encumbrance on
the Mortgaged Property or due-on-encumbrance clauses entitling the mortgagee to
accelerate payment of the Mortgage Loan upon the creation of any other lien or
encumbrance upon the Mortgaged Property. The Master Servicer, on behalf of the
Issuer, will generally exercise any right the Indenture Trustee may have as
mortgagee to accelerate payment of any such Mortgage Loan or to withhold its
consent to any transfer or further encumbrance. If specified in the related
Prospectus Supplement, any fee collected by or on behalf of the Master Servicer
for entering into an assumption agreement will be retained by or on behalf of
the Master Servicer as additional servicing compensation. See "Certain Legal
Aspects of the Mortgage Loans and the Leases--Due-on-Sale and Due-on-
Encumbrance."
Retained Interest; Servicing Compensation and Payment of Expenses
The Prospectus Supplement for a Series of Bonds will specify whether there
will be any Retained Interest in the Mortgage Loans, and, if so, the initial
owner thereof. If so, the Retained Interest will be established on a loan-by-
loan basis and will be specified on an exhibit to the related Agreement. A
"Retained Interest" in a Mortgage Loan represents a specified portion of the
interest payable thereon. The Retained Interest will be deducted from Mortgagor
payments as received and will not be part of the related Collateral.
Each Servicer's primary servicing compensation with respect to a Series of
Bonds will come from the periodic payment to it of a portion of the interest
payment on each Mortgage Loan or such other amount specified in the related
Prospectus Supplement. Since any Retained Interest and a Servicer's primary
compensation are percentages of the principal balance of each Mortgage Loan,
such amounts will decrease in accordance with the amortization of the Mortgage
Loans. The Prospectus Supplement with respect to a Series of Bonds secured by
Collateral that includes Mortgage Loans may provide that, as additional
compensation, a Servicer may retain all or a portion of assumption fees,
modification fees, late payment charges or Prepayment Premiums collected from
Mortgagors and any interest or other income which may be earned on funds held
in a related Account.
The Master Servicer may, to the extent provided in the related Prospectus
Supplement, pay from its servicing compensation certain expenses incurred in
connection with its servicing and managing of the Mortgage Loans, including,
without limitation, payment of the fees and disbursements of the Indenture
Trustee and independent accountants, payment of expenses incurred in connection
with
71
<PAGE>
payments and reports to Bondholders, and payment of any other expenses
described in the related Prospectus Supplement. Certain other expenses,
including certain expenses relating to defaults and liquidations on the
Mortgage Loans and, to the extent so provided in the related Prospectus
Supplement, interest thereon at the rate specified therein, and the fees of any
Special Servicer, may be borne by the Issuer.
If a Master Servicer or its designee recovers payments under any instrument
of Credit Support with respect to any defaulted Mortgage Loan, the Master
Servicer will be entitled to withdraw or cause to be withdrawn from the Payment
Account out of such proceeds, prior to payment thereof to Bondholders, amounts
representing its normal servicing compensation on such Mortgage Loan,
unreimbursed servicing expenses incurred with respect to the Mortgage Loan and
any unreimbursed advances of delinquent payments made with respect to the
Mortgage Loan. See "Hazard Insurance Policies" and "Description of Credit
Support."
Evidence as to Compliance
The Agreements will provide that on or before a specified date in each year,
beginning on a date specified therein, a firm of independent public accountants
will furnish a statement to the Indenture Trustee to the effect that, on the
basis of the examination by such firm conducted substantially in compliance
with either the Uniform Single Attestation Program for Mortgage Bankers, the
servicing by or on behalf of each Servicer was conducted in compliance with the
terms of such agreements except for any exceptions the Uniform Single
Attestation Program for Mortgage Bankers requires it to report.
The Agreements will also provide for delivery to the Indenture Trustee, on or
before a specified date in each year, of an annual statement signed by an
officer of each Servicer to the effect that such Servicer has fulfilled its
obligations under the applicable Agreement throughout the preceding calendar
year or other specified twelve-month period.
Copies of such annual accountants' statement and such statements of officers
will be obtainable by Bondholders and Beneficial Owners without charge upon
written request to the Master Servicer or other entity specified in the related
Prospectus Supplement at the address set forth in the related Prospectus
Supplement; provided that such Beneficial Owner shall have certified to the
Master Servicer that it is the Beneficial Owner of a Bond.
Certain Matters Regarding each Servicer and the Depositor
The Master Servicer and the Special Servicer, or a servicer for substantially
all the Mortgage Loans under a Servicing Agreement will be named in the related
Prospectus Supplement. Each entity serving as Servicer may be an affiliate of
the Depositor and may have other normal business relationships with the
Depositor or the Depositor's affiliates.
The related Servicing Agreement will provide that any Servicer may resign
from its obligations and duties thereunder only with the consent of the
Indenture Trustee, which may not be unreasonably withheld or upon a
determination that its duties under the Servicing Agreement are no longer
permissible under applicable law. No such resignation will become effective
until a successor servicer has assumed such Servicer's obligations and duties
under the related Servicing Agreement.
72
<PAGE>
The Servicing Agreement will further provide that none of the Servicers, or
any officer, employee, or agent thereof will be under any liability to the
related Owner Trust or Bondholders for any action taken, or for refraining from
the taking of any action in accordance with the Servicing standards set forth
in the Servicing Agreement, in good faith pursuant to the Servicing Agreement;
provided, however, that no Servicer nor any such person will be protected
against any breach of a representation or warranty made in such Servicing
Agreement, or against any liability specifically imposed thereby, or against
any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties thereunder or
by reason of reckless disregard of obligations and duties thereunder. The
Depositor shall be liable only to the extent of its obligations specifically
imposed upon and undertaken by the Depositor. The Servicing Agreement will
further provide that each Servicer will be entitled to indemnification by the
related Owner Trust against any loss, liability or expense incurred in
connection with any legal action relating to the related Servicing Agreement or
the Mortgage Loans; provided, however, that such indemnification will not
extend to any loss, liability or expense incurred by reason of misfeasance, bad
faith or negligence in the performance of obligations or duties thereunder, or
by reason of reckless disregard of such obligations or duties. In addition, the
Servicing Agreement will provide that no Servicer will be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to
its responsibilities under the Servicing Agreement and which in its opinion may
involve it in any expense or liability. Any Servicer may, however, with the
consent of the Indenture Trustee undertake any such action which it may deem
necessary or desirable with respect to the Agreement and the rights and duties
of the parties thereto and the interests of the Bondholders thereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom will be expenses, costs and liabilities of the Bondholders, and the
Servicer will be entitled to be reimbursed therefor.
Any person into which a Servicer or the Depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to which
a Servicer or the Depositor is a party, or any person succeeding to the
business of a Servicer or the Depositor will be the successor of such Servicer
or the Depositor, as applicable, under the related Agreements.
Servicer Events of Default
Events of Default with respect to a Servicer under the related Agreements (a
"Servicer Event of Default") will generally include (i) any failure by such
Servicer to distribute or cause to be distributed to the Indenture Trustee,
another Servicer or the Bondholders, any required payment within one Business
Day of the date due; (ii) any failure by such Servicer to timely deliver a
report that continues unremedied for two days after receipt of notice of such
failure has been given to such Servicer by the Indenture Trustee or another
Servicer; (iii) any failure by such Servicer duly to observe or perform in any
material respect any of its other covenants or obligations under the Agreements
which continues unremedied for thirty days after written notice of such failure
has been given to such Servicer; (iv) any breach of a representation or
warranty made by such Servicer under the Agreements which materially and
adversely affects the interests of Bondholders and which continues unremedied
for thirty days after written notice of such breach has been given to such
Servicer; (v) certain events of insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings and certain actions by or on
behalf of such Servicer indicating its insolvency or inability to pay its
obligations; and (vi) any failure by such Servicer to maintain a required
license
73
<PAGE>
to do business or service the Mortgage Loans pursuant to the related
Agreements. Material variations to the foregoing Servicer Events of Default
(other than to shorten cure periods or eliminate notice requirements) will be
specified in the related Prospectus Supplement. The Indenture Trustee will, not
later than the later of 60 days or such other period specified in the related
Prospectus Supplement after the occurrence of any event which constitutes or,
with notice or lapse of time or both, would constitute a Servicer Event of
Default and five days after certain officers of the Indenture Trustee become
aware of the occurrence of such an event, transmit by mail to the Depositor and
all Bondholders of the applicable Series notice of such occurrence, unless such
default shall have been cured or waived.
Rights Upon Servicer Event of Default
So long as a Servicer Event of Default remains unremedied, the Depositor or
the Indenture Trustee may, and at the direction of holders of Bonds evidencing
not less than 25% (or such other percentage specified in the related Prospectus
Supplement) of the Voting Rights, the Indenture Trustee shall be required to,
terminate all of the rights and obligations of the related Servicer under the
related Agreement and in and to the Mortgage Loans (other than as a Bondholder
or as the owner of any Retained Interest), whereupon the Master Servicer (or if
such Servicer is the Master Servicer, the Indenture Trustee) will succeed to
all of the responsibilities, duties and liabilities of such Servicer under the
related Agreement and will be entitled to similar compensation arrangements. In
the event that the Indenture Trustee is unwilling or unable so to act, it may
or, at the written request of the holders of Bonds entitled to at least 25% (or
such other percentage specified in the related Prospectus Supplement) of the
Voting Rights, it shall be required to appoint, or petition a court of
competent jurisdiction for the appointment of, a loan servicing institution
acceptable to the Rating Agency with a net worth at the time of such
appointment of at least $15,000,000 (or such other amount specified in the
related Prospectus Supplement) to act as successor to the Master Servicer under
the related Agreement. Pending such appointment, the Indenture Trustee is
obligated to act in such capacity. The Indenture Trustee and any such successor
may agree upon the servicing compensation to be paid, which in no event may be
greater than the compensation payable to the Master Servicer under the related
Agreement.
The holders of Bonds of a Series representing at least 66 2/3% (or such other
percentage specified in the related Prospectus Supplement) of the Voting Rights
for each class of Bonds of such Series affected by any Servicer Event of
Default will be entitled to waive such Servicer Event of Default; provided,
however, that a Servicer Event of Default involving a failure to pay a required
payment to Bondholders described in clause (i) under "Servicer Events of
Default" may be waived only by all of the Bondholders. Upon any such waiver of
a Servicer Event of Default, such Servicer Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose under the
related Agreement.
No Bondholder will have the right under any Agreement to institute any
proceeding with respect thereto unless such holder previously has given to the
Indenture Trustee written notice of default and unless the holders of Bonds
evidencing not less than 25% (or such other percentage specified in the related
Prospectus Supplement) of the Voting Rights have made written request upon the
Indenture Trustee to institute such proceeding in its own name as Indenture
Trustee thereunder and have
74
<PAGE>
offered to the Indenture Trustee reasonable indemnity, and the Indenture
Trustee for sixty days (or such other number of days specified in the related
Prospectus Supplement) has neglected or refused to institute any such
proceeding. The Indenture Trustee, however, is under no obligation to exercise
any of the trusts or powers vested in it by any Agreement or to make any
investigation of matters arising thereunder or to institute, conduct or defend
any litigation thereunder or in relation thereto at the request, order or
direction of any of the holders of Bonds covered by such Agreement, unless such
Bondholders have offered to the Indenture Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. As described under "Description of the Bonds--Book-Entry
Registration and Definitive Bonds," unless and until Definitive Bonds are
issued, Beneficial Owners may only exercise their rights as owners of Bonds
indirectly through DTC, or their respective Participants and Indirect
Participants.
Amendment
An Agreement may be amended by the parties thereto, without the consent of
any of the holders of Bonds covered by the Agreement, (i) to cure any
ambiguity, (ii) to correct, modify or supplement any provision therein which
may be inconsistent with any other provision therein, (iii) to make any other
provisions with respect to matters or questions arising under the Agreement
which are not inconsistent with the provisions thereof, or (iv) to comply with
any requirements imposed by the Code; provided that such amendment (other than
an amendment for the purpose specified in clause (iv) above) will not (as
evidenced by an opinion of counsel to such effect) adversely affect in any
material respect the interests of any holder of Bonds covered by the Agreement.
An Agreement may also be amended by the Depositor, the Master Servicer, if any,
and the Indenture Trustee, with the consent of the holders of Bonds affected
thereby evidencing not less than 51% (or such other percentage specified in the
related Prospectus Supplement) of the Voting Rights, for any purpose; provided,
however, that no such amendment may (i) reduce in any manner the amount of or
delay the timing of, payments received or advanced on Mortgage Loans which are
required to be distributed on any Bond without the consent of the holder of
such Bond, (ii) adversely affect in any material respect the interests of the
holders of any class of Bonds in a manner other than as described in clause
(i), without the consent of the holders of all Bonds of such class or (iii)
modify the provisions of such Agreement described in this paragraph without the
consent of the holders of all Bonds covered by such Agreement then outstanding.
The Indenture Trustee
The Indenture Trustee for a Series of Bonds will be named in the related
Prospectus Supplement. The commercial bank, national banking association,
banking corporation or trust company serving as Indenture Trustee may have a
banking relationship with the Depositor and its affiliates and with any Master
Servicer and its affiliates.
Duties of the Indenture Trustee
The Indenture Trustee will make no representations as to the validity or
sufficiency of any Agreement, the Bonds or any Trust Asset or related document
and is not accountable for the use or application by or on behalf of any
Servicer of any funds paid to such Servicer or its designee in respect of the
Bonds or the Collateral, or deposited into or withdrawn from any Account or any
other
75
<PAGE>
account by or on behalf of any Servicer. If no Issuer Event of Default or
Servicer Event of Default has occurred and is continuing, the Indenture Trustee
is required to perform only those duties specifically required under the
related Agreements. However, upon receipt of the various certificates, reports
or other instruments required to be furnished to it, the Indenture Trustee is
required to examine such documents and to determine whether they conform to the
requirements of the Agreements.
Certain Matters Regarding the Indenture Trustee
The Indenture Trustee and any director, officer, employee or agent of the
Indenture Trustee shall be entitled to indemnification out of the Payment
Account for any loss, liability or expense (including costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and amounts
paid in settlement) incurred in connection with the Indenture Trustee's (i)
enforcing its rights and remedies and protecting the interests, and enforcing
the rights and remedies, of the Bondholders during the continuance of an Issuer
Event of Default or Servicer Event of Default, (ii) defending or prosecuting
any legal action in respect of the related Agreement or Series of Bonds, (iii)
being the mortgagee of record with respect to the Mortgage Loans constituting
Collateral in respect of a Series of Bond and the owner of record with respect
to any Mortgaged Property acquired in respect thereof for the benefit of
Bondholders, or (iv) acting or refraining from acting in good faith at the
direction of the holders of the related Series of Bonds entitled to not less
than 25% (or such higher percentage as is specified in the related Agreement
with respect to any particular matter) of the Voting Rights for such Series;
provided, however, that such indemnification will not extend to any loss,
liability or expense that constitutes a specific liability of the Indenture
Trustee pursuant to the related Agreement, or to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence on the part
of the Indenture Trustee in the performance of its obligations and duties
thereunder, or by reason of its reckless disregard of such obligations or
duties, or as may arise from a breach of any representation, warranty or
covenant of the Indenture Trustee made therein.
Resignation and Removal of the Indenture Trustee
The Indenture Trustee may at any time resign from its obligations and duties
under an Agreement by giving written notice thereof to the Depositor, the
Master Servicer, if any, and all Bondholders. Upon receiving such notice of
resignation, the Depositor is required promptly to appoint a successor
indenture trustee acceptable to the Master Servicer, if any. If no successor
indenture trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Indenture Trustee may petition any court of competent jurisdiction for the
appointment of a successor indenture trustee. If at any time the Indenture
Trustee shall cease to be eligible to continue as such under the related
Agreements, or if at any time the Indenture Trustee shall become incapable of
acting, or shall be adjudged bankrupt or insolvent, or a receiver of the
Indenture Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Indenture Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the Depositor may remove the Indenture Trustee and appoint a successor
indenture trustee acceptable to the Master Servicer, if any. Holders of the
Bonds of any Series entitled to more than 50%(or such other percentage
specified in the related Prospectus Supplement) of the Voting Rights for such
Series may at any time remove the Indenture Trustee without cause and appoint a
successor indenture trustee.
76
<PAGE>
Any resignation or removal of the Indenture Trustee and appointment of a
successor indenture trustee shall not become effective until acceptance of
appointment by the successor indenture trustee.
Certain Terms of the Indenture
Issuer Events of Default. An "Issuer Event of Default" with respect to any
Series of Bonds will include: (i) the failure to pay all interest on and
principal of any Bond of such Series by its Stated Maturity; (ii) the
impairment of the validity or effectiveness of the related Indenture or any
grant thereunder, or the subordination or, except as permitted thereunder, the
termination or discharge of the lien of the related Indenture, or the creation
of any lien, charge, security interest, mortgage or other encumbrance (other
than the lien of the related Indenture or any other lien expressly permitted
thereby) with respect to any part of the property subject to the lien of the
related Indenture or any interest in or proceeds of such property, or the
failure of the lien of the related Indenture to constitute a valid first
priority perfected security interest in such property (subject only to those
liens expressly permitted by the related Indenture to be prior to the lien
thereof), and the continuation of any such defaults for a period of 30 days
after notice to the Issuer for such Series by the designated Indenture Trustee
or to the Issuer for such Series and the designated Indenture Trustee by the
holders of Bonds entitled to at least 25% (or such other percentage specified
in the related Prospectus Supplement) of the Voting Rights for such Series;
(iii) any default in the observance or performance of any covenant or agreement
of the Issuer made in the related Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this paragraph specifically dealt with) with respect to such Series or any
representation or warranty of the Issuer made in the related Indenture, or in
any certificate or other writing delivered pursuant thereto or in connection
therewith, with respect to such Series proving to have been incorrect in any
material respect as of the time when the same shall have been made, provided
such default or the circumstance or condition in respect of which such
representation or warranty was incorrect (A) shall materially and adversely
affect the interests of holders of Bonds of such Series and (B) shall continue
or shall not have been eliminated or otherwise remedied, as the case may be,
for a period of 60 days after there shall have been given, by registered or
certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the
Indenture Trustee by the holders of Bonds representing at least 25% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for such Series, a written notice specifying such default or inaccuracy,
as the case may be, and requiring it to be remedied and stating that such
notice is a "Notice of Default" under the related Indenture; and (iv) certain
events of bankruptcy, insolvency, receivership or reorganization of the Issuer
for such Series. Notwithstanding the foregoing, if a Series of Bonds includes a
class of Subordinate Bonds, the Indenture for such a Series may provide that
certain defaults which relate only to such Subordinate Bonds shall not
constitute an Issuer Event of Default with respect to such Series, under
certain circumstances, and may limit the rights of holders of Subordinate Bonds
to direct the Indenture Trustee to pursue remedies with respect to such
defaults, or other Issuer Events of Default. Such limitations, if any, will be
specified in the related Prospectus Supplement.
If an Issuer Event of Default with respect to any Series of Bonds should
occur and be continuing, the Indenture Trustee for such Series may (and, upon
the written request of the holders of Bonds representing more than 50% (or such
other percentage specified in the related Prospectus Supplement) of the Voting
Rights for each class of Bonds of such Series affected thereby, shall)
77
<PAGE>
declare all Bonds of such Series to be due and payable, together with accrued
and unpaid interest thereon. Such declaration of acceleration and its
consequences may under certain circumstances (including the remediation by the
Issuer of all existing Issuer Events of Default with respect to such Series) be
rescinded and annulled by the holders of Bonds representing more than 50% (or
such other percentage specified in the related Prospectus Supplement) of the
Voting Rights for each class of Bonds of such Series.
The Indenture for each Series of Bonds will provide that the Indenture
Trustee for such Series shall, within 90 days after the occurrence of an Issuer
Event of Default with respect to such Series, mail to the holders of Bonds of
such Series notice of all uncured or unwaived defaults known to it; provided
that, except in the case of an Issuer Event of Default in the payment of the
principal or purchase price of or interest on any Bond, the Indenture Trustee
shall be protected in withholding such notice if it determines in good faith
that the withholding of such notice is in the interest of the Bondholders of
such Series.
An Issuer Event of Default with respect to one Series of Bonds will not
necessarily be an Issuer Event of Default with respect to any other Series of
Bonds.
If following an Issuer Event of Default with respect to any Series of Bonds,
the Bonds of such Series have been declared to be due and payable, the
Indenture Trustee may liquidate the related Mortgage Loans, but only if: (i)
each and every Bondholder of such Series consents thereto; (ii) the portion of
the proceeds of such sale or liquidation that is payable to the Bondholders of
such Series is sufficient to discharge in full all amounts then due and unpaid
upon the Bonds of such Series for principal and interest; or (iii) the
Indenture Trustee (A) determines that the Mortgage Loans securing such Series
will not, taking into account any Credit Support or Cash Flow Agreement with
respect to such Series, provide sufficient funds for the payment of all
principal and interest on the Bonds of such Series by their respective Stated
Maturities, if any, and (B) obtains the consent of the holders of Bonds
representing at least 66 2/3% (or such other percentage specified in the
related Prospectus Supplement) of the Voting Rights for each class of Bonds of
such Series. In addition, if following an Issuer Event of Default with respect
to any Series of Bonds, the Bonds of such Series have been declared to be due
and payable, the Indenture Trustee may be required to liquidate the related
Mortgage Loans if the Bondholders of such Series so direct as described under
"--Control by Bondholders" below. As may be further provided in the Prospectus
Supplement for the Offered Bonds of any Series of Bonds, the proceeds of a sale
of Mortgage Loans will be applied to the payment of amounts due the Indenture
Trustee for such Series and other administrative and servicing expenses
specified in the related Indenture and then distributed pro rata among the
Bondholders of each class of such Series (provided that Subordinate Bonds of
such Series will be subordinate to Senior Bonds of such Series to the extent
provided in the related Prospectus Supplement) according to the amounts due and
payable on the Bonds for principal and interest at the time such proceeds are
paid by the Indenture Trustee.
If the Bonds of any Series have been declared to be due and payable following
an Issuer Event of Default with respect to such Series and such declaration and
its consequences have not been rescinded and annulled, then (unless the related
Prospectus Supplement specifies otherwise) the Indenture Trustee may, but need
not, elect to maintain possession of the Mortgage Loans securing such Series;
provided that the holders of Bonds of such Series shall not have directed the
Indenture
78
<PAGE>
Trustee as described under "--Control by Bondholders" below to sell the
Mortgage Loans securing such Series. It is the desire of the Issuer, the
Indenture Trustee and the Bondholders of each Series that there be at all
times, taking into account any Credit Support or Cash Flow Agreement with
respect to a Series, sufficient funds for the payment of all principal of and
interest on the Bonds of such Series by their respective Stated Maturities, if
any, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Mortgage Loans
securing any Series declared due and payable. In determining whether to
maintain possession of the Mortgage Loans securing any Series declared due and
payable, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of such Mortgage Loans for such purpose. As may be further provided
in the related Prospectus Supplement, until the Indenture Trustee has elected
or has determined not to elect to retain the Mortgage Loans securing any Series
declared due and payable, and thereafter if the Indenture Trustee has elected
to retain the Mortgage Loans securing any Series declared due and payable, the
Indenture Trustee will continue to apply all payments, collections,
distributions and other amounts received on such Mortgage Loans and/or paid or
drawn under any Credit Support or Cash Flow Agreement for such Series, solely
to the payment of principal of and interest on the Bonds of such Series, and to
the payment of administrative and other expenses, as if there had not been such
a declaration of acceleration.
The Indenture Trustee shall not be deemed to have knowledge of any Issuer
Event of Default unless an officer in the Indenture Trustee's corporate trust
department has actual knowledge thereof. Subject to the provisions of the
related Indenture regarding the duties of the Indenture Trustee in case an
Issuer Event of Default in respect of any Series of Bonds shall occur and be
continuing, the Indenture Trustee for such Series will be under no obligation
to exercise any of the rights or powers under the related Indenture at the
request or direction of any of the Bondholders of such Series, unless such
Bondholders shall have offered to such Indenture Trustee reasonable security or
indemnity.
Control by Bondholders. The holders of Bonds of any Series representing more
than 50% (or such other percentage specified in the related Prospectus
Supplement) of the Voting Rights for such Series shall have the right to direct
the time, method and place of conducting any suit in equity, action at law or
other judicial or administrative proceeding (each, a "Proceeding") for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred on the Indenture Trustee; provided, that: (i) such direction may not
be in conflict with any rule of law or with the related Indenture; (ii) the
Indenture Trustee shall have been provided with indemnity reasonably
satisfactory to it; (iii) any direction to the Indenture Trustee to declare all
of the Bonds of such Series to be immediately due and payable following an
Issuer Event of Default, or to rescind any such declaration, shall be by the
holders of Bonds representing more than 50% (or such other percentage specified
in the related Prospectus Supplement) of the Voting Rights for such Series;
(iv) any direction to the Indenture Trustee to sell or liquidate all or any
portion of the Mortgage Loans securing such Series shall be by the holders of
Bonds representing not less than 66 2/3% (or such other percentage specified in
the related Prospectus Supplement) of the Voting Rights for each class of such
Series (except that, notwithstanding the foregoing, if the condition to
retention of the Mortgage Loans securing such Series set forth under "--Issuer
Events of Default" above has been
79
<PAGE>
satisfied and the Indenture Trustee elects to retain such Mortgage Loans as
described thereunder, then any direction to the Indenture Trustee by the
holders of less than all the Bonds of such Series to sell or liquidate all or
any portion of such Mortgage Loans shall be of no force and effect); and (v)
the Indenture Trustee may take any other action deemed proper by the Indenture
Trustee which is not inconsistent with such direction. Notwithstanding the
rights of Bondholders of any Series set forth above, the Indenture Trustee need
not, however, take any action which it determines might involve it in liability
or may be unjustly prejudicial to the Bondholders of such Series not
consenting.
Prior to the declaration of the acceleration of the maturity of the Bonds of
any Series as described under "--Issuer Events of Default" above, the holders
of Bonds representing more than 50% (or such other percentage specified in the
related Prospectus Supplement) of the Voting Rights for each class of such
Series may, on behalf of the holders of all the Bonds of such Series, waive any
past default on the part of the Issuer with respect to such Series and its
consequences, except a default: (i) in the payment of principal of or interest
on any Bond, which waiver shall require the waiver by the Holders of all of the
outstanding Bonds of such Series; or (ii) in respect of a covenant or provision
of the related Indenture which cannot be modified or amended without the
consent of the holder of each outstanding Bond of such Series, which waiver
shall require the waiver by each holder of an outstanding Bond of such Series.
No holder of Bonds of any Series will have the right to institute any
Proceedings with respect to the related Indenture, unless (i) such holder
previously has given to the Indenture Trustee for such Series written notice of
a continuing Issuer Event of Default with respect to such Series, (ii) the
holders of Bonds representing more than 50% (or such other percentage specified
in the related Prospectus Supplement) of the Voting Rights for such Series (or
such other group of Bondholders of such Series as may be required for directing
the Indenture Trustee to institute particular Proceedings as described in the
first paragraph of this "--Control of Bondholders" section and as shall hold
Bonds which, in the aggregate, represent more than 50% (or such other
percentage specified in the related Prospectus Supplement) of the Voting Rights
for such Series) shall have made written request to the Indenture Trustee to
institute Proceedings in respect of such Issuer Event of Default in its own
name as Indenture Trustee under the related Indenture; (iii) such holder or
holders of Bonds have offered to the Indenture Trustee adequate indemnity or
security satisfactory to the Indenture Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request, (iv) the Indenture
Trustee for such Series has, for 60 days after receipt of such notice, request
and offer of indemnity, failed to institute any such Proceeding and (v) no
direction inconsistent with such written request has been given to the
Indenture Trustee for such Series during such 60-day period by the holders of
Bonds representing more than 50% (or such other percentage specified in the
related Prospectus Supplement) of the Voting Rights for such Series; provided,
however, that in the event that the Indenture Trustee receives conflicting
requests and indemnities from two or more groups of Bondholders of such Series,
each representing less than a majority, by aggregate Bond Principal Amount, of
such Series, the Indenture Trustee may in its sole discretion determine what
action with respect to the Proceeding, if any, shall be taken.
For purposes of giving the consents, waivers and directions contemplated in
this "--Control by Bondholders" section and under "--Issuer Events of Default"
above, Bonds held by the Issuer, the Depositor or any affiliate thereof will be
deemed not to be outstanding.
80
<PAGE>
Satisfaction and Discharge of the Indenture. The related Indenture will be
discharged as to any Series of Bonds (except with respect to certain continuing
rights specified in such Indenture), (a)(1) upon the delivery to the related
Indenture Trustee or other Bond registrar for cancellation of all the Bonds of
such Series other than Bonds which have been mutilated, lost or stolen and have
been replaced or paid and Bonds for which money has been deposited in trust for
the full payment thereof (and thereafter repaid to the Issuer for such Series
or discharged from such trust) as provided in such Indenture, or (2) at such
time as all Bonds of such Series not previously canceled by the related
Indenture Trustee or other Bond registrar have become due and payable or,
within one year, will become due and payable or be called for redemption, and
the Issuer for such Series shall have deposited with the related Indenture
Trustee an amount sufficient to repay all of the Bonds of such Series, and
further, in either such case, (b) when the Issuer for such Series shall have
paid all other amounts payable under the related Indenture and certain other
conditions specified in the related Indenture have been specified.
Release of Collateral. Mortgage Loans may be released from the lien of an
Indenture: (i) upon satisfaction and discharge of such Indenture (see "--
Satisfaction and Discharge of the Indenture" above); (ii) in connection with
the liquidation of a defaulted Mortgage Loan or REO Property; (iii) in
connection with a material breach of a representation and warranty or the
failure to deliver certain required material documentation with respect to a
Mortgage Loan (see "--Pledge of Mortgage Loans; Deposit of Release Price or
Substitution" and "--Representations and Warranties; Repurchases and Other
Remedies" above); and (iv) as otherwise specified in the related Prospectus
Supplement.
List of Bondholders. Three or more Bondholders of any Series of Bonds which
have each owned Bonds of such Series for at least six months may, by written
application to the Indenture Trustee for such Series, request access to the
list maintained by such Indenture Trustee of all holders of the same Series for
the purpose of communicating with other Bondholders of such Series with respect
to their rights under the related Indenture; and the Indenture Trustee will be
required, with limited exception, to afford such applicants access to the most
recent form of such list in the possession of the Indenture Trustee or, at the
expense of such applicants, to mail copies of the particular communication to
such other Bondholders.
Meetings of Bondholders. Meetings of Bondholders of any Series of Bonds or
class thereof may be called at any time and from time to time in connection
with any of the following acts: (i) to give any notice to the Issuer or
Indenture Trustee for such Series, give directions to the Indenture Trustee for
such Series, consent to the waiver of any Issuer Event of Default under the
related Indenture, or to take any other action authorized to be taken by
Bondholders in connection therewith; (ii) to remove the Indenture Trustee for
such Series or appoint a successor Indenture Trustee; (iii) to consent to the
execution of supplemental indentures with respect to such Series; or (iv) to
take any other action authorized to be taken by or on behalf of such
Bondholders. Such meetings may be called by the Indenture Trustee, the Issuer
or the holders of Bonds representing at least 10% (or such other percentage
specified in the related Prospectus Supplement) of the Voting Rights for such
Series of Bonds.
Indenture Trustee's Annual Report. The Indenture Trustee for each Series of
Bonds will be required to mail each year to all Bondholders of such Series, a
brief report relating to its eligibility
81
<PAGE>
and qualification to continue as the Indenture Trustee under the related
Indenture, any amounts advanced by it under the related Indenture which remain
unpaid on the date of the report, the amount, interest rate and maturity date
of certain indebtedness owing by the Issuer (or any other obligor on such
Series) to such Indenture Trustee in its individual capacity, the property and
funds physically held by such Indenture Trustee in its capacity as such, any
release or release and substitution of property subject to the lien of the
related Indenture which has not been previously reported, any additional
issuance of Bonds of the same Issuer not previously reported and any action
taken by such Indenture Trustee which materially affects the Bonds and which
has not been previously reported.
Administrator. The Issuer may contract with other persons or entities to
assist it in performing its duties under any Indenture and any performance of
such duties (other than execution of Issuer orders, Issuer requests and
officer's certificates of the Issuer) by a person or entity identified to the
Indenture Trustee in an officer's certificate of the Issuer shall be deemed
action taken by the Issuer for all purposes under such Indenture.
As may be further specified in the related Prospectus Supplement, it is
expected that the Issuer for each Series of Bonds will enter into an
administration agreement with an administrator acceptable to the Rating
Agencies rating Bonds of such Series (the "Administrator") pursuant to which
advisory, administrative, accounting and clerical services will be provided to
such Issuer with respect to such Series. The Indenture Trustee or Master
Servicer may serve as the Administrator. In addition, under the related
Indenture, the Issuer for each Series of Bonds will be responsible for certain
administrative and accounting matters relating to the Bonds of such Series, and
it is intended that the Administrator will perform these services on behalf of
the Issuer.
DESCRIPTION OF CREDIT SUPPORT
General
For any Series of Bonds, Credit Support may be provided with respect to one
or more classes thereof or the related Mortgage Loans. Credit Support may be in
the form of the subordination of one or more classes of Bonds, letters of
credit, insurance policies, guarantees, the establishment of one or more
reserve funds or another method of Credit Support described in the related
Prospectus Supplement, or any combination of the foregoing. If so provided in
the related Prospectus Supplement, any form of Credit Support may be structured
so as to be drawn upon by more than one Series.
The coverage provided by any Credit Support for a Series of Bonds will be
described in the related Prospectus Supplement. Generally, such coverage will
not provide protection against all risks of loss and will not guarantee
repayment of the entire Bond Principal Amount of the Bonds and interest
thereon. If losses or shortfalls occur that exceed the amount covered by Credit
Support or that are not covered by Credit Support, Bondholders will bear their
allocable share of deficiencies. Moreover, if a form of Credit Support covers
more than one Series of Bonds (each, a "Covered Trust"), holders of Bonds
secured by assets of any of such Covered Trusts will be subject to the risk
that such Credit Support will be exhausted by the claims of other Covered
Trusts prior to such Covered Trust receiving any of its intended share of such
coverage.
82
<PAGE>
If Credit Support is provided with respect to one or more classes of Bonds of
a Series, or the related Mortgage Loans, the related Prospectus Supplement will
include a description of (a) the nature and amount of coverage under such
Credit Support, (b) any conditions to payment thereunder not otherwise
described herein, (c) the conditions (if any) under which the amount of
coverage under such Credit Support may be reduced and under which such Credit
Support may be terminated or replaced and (d) the material provisions relating
to such Credit Support. Additionally, the related Prospectus Supplement will
set forth certain information with respect to the obligor under any instrument
of Credit Support, including (i) a brief description of its principal business
activities, (ii) its principal place of business, place of incorporation and
the jurisdiction under which it is chartered or licensed to do business, (iii)
if applicable, the identity of regulatory agencies that exercise primary
jurisdiction over the conduct of its business and (iv) its total assets, and
its stockholders' or policyholders' surplus, if applicable, as of the date
specified in the Prospectus Supplement. See "Risk Factors--Credit Support
Limitations."
Subordinate Bonds
If so specified in the related Prospectus Supplement, one or more classes of
Bonds of a Series may be Subordinate Bonds. The rights of the holders of
Subordinate Bonds to receive payments of principal and interest from the
Payment Account on any Payment Date will be subordinated to such rights of the
holders of Senior Bonds. If so provided in the related Prospectus Supplement,
the subordination of a class may apply only in the event of (or may be limited
to) certain types of losses or shortfalls. The related Prospectus Supplement
will set forth information concerning the amount of subordination of a class or
classes of Subordinate Bonds in a Series, the circumstances in which such
subordination will be applicable and the manner, if any, in which the amount of
subordination will be effected.
Cross-Support Provisions
If the Mortgage Loans for a Series are divided into separate groups, each
supporting a separate class or classes of Bonds of a Series, credit support may
be provided by cross-support provisions requiring that payments be made on
Senior Bonds evidencing interests in one group of Mortgage Loans prior to
payments on Subordinate Bonds evidencing interests in a different group of
Mortgage Loans for the same Series. The Prospectus Supplement for a Series that
includes a cross-support provision will describe the manner and conditions for
applying such provisions.
Insurance with Respect to the Mortgage Loans
If so provided in the Prospectus Supplement for a Series of Bonds, the
Mortgage Loans included in the related Collateral will be covered for various
default risks by insurance policies. A copy of any such material instrument for
a Series will be filed with the Commission as an exhibit to a Current Report on
Form 8-K to be filed within 15 days of issuance of the Bonds of the related
Series.
Letter of Credit
If so provided in the Prospectus Supplement for a Series of Bonds,
deficiencies in amounts otherwise payable on such Bonds or certain classes
thereof will be covered by one or more letters of credit, issued by a bank or
financial institution specified in such Prospectus Supplement (the "L/C
Bank "). Under a letter of credit, the L/C Bank will be obligated to honor
draws thereunder in an
83
<PAGE>
aggregate fixed dollar amount, net of unreimbursed payments thereunder,
generally equal to a percentage specified in the related Prospectus Supplement
of the aggregate principal balance of the Mortgage Loans on the related Cut-off
Date or of the initial aggregate Bond Principal Amount of one or more classes
of Bonds. If so specified in the related Prospectus Supplement, the letter of
credit may permit draws in the event of only certain types of losses and
shortfalls. The amount available under the letter of credit will, in all cases,
be reduced to the extent of the unreimbursed payments thereunder and may
otherwise be reduced as described in the related Prospectus Supplement. The
obligations of the L/C Bank under the letter of credit for each Series of Bonds
will expire at the earlier of the date specified in the related Prospectus
Supplement or the payment in full of the Bonds. A copy of any such letter of
credit for a Series will be filed with the Commission as an exhibit to a
Current Report on Form 8-K to be filed within 15 days of issuance of the Bonds
of the related Series.
Insurance Policies and Surety Bonds
If so provided in the Prospectus Supplement for a Series of Bonds,
deficiencies in amounts otherwise payable on such Bonds or certain classes
thereof will be covered by insurance policies and/or surety bonds provided by
one or more insurance companies or sureties. Such instruments may cover, with
respect to one or more classes of Bonds of the related Series, timely payments
of interest and/or full payments of principal on the basis of a schedule of
principal payments set forth in or determined in the manner specified in the
related Prospectus Supplement. A copy of any such instrument for a Series will
be filed with the Commission as an exhibit to a Current Report on Form 8-K to
be filed with the Commission within 15 days of issuance of the Bonds of the
related Series.
Reserve Funds
If so provided in the Prospectus Supplement for a Series of Bonds,
deficiencies in amounts otherwise payable on such Bonds or certain classes
thereof will be covered by one or more reserve funds in which cash, a letter of
credit, Permitted Investments, a demand note or a combination thereof will be
deposited, in the amounts so specified in such Prospectus Supplement. The
reserve funds for a Series may also be funded over time by depositing therein a
specified amount of the payments received on the related Collateral as
specified in the related Prospectus Supplement.
Amounts on deposit in any reserve fund for a Series, together with the
reinvestment income thereon, if any, will be applied for the purposes and in
the manner specified in the related Prospectus Supplement. A reserve fund may
be provided to increase the likelihood of timely payments of principal of and
interest on the Bonds. If so specified in the related Prospectus Supplement,
reserve funds may be established to provide limited protection against only
certain types of losses and shortfalls. Following each Payment Date amounts in
a reserve fund in excess of any amount required to be maintained therein may be
released from the reserve fund under the conditions specified in the related
Prospectus Supplement and will not be available for further application to the
Bonds.
No Series of Bonds will be secured by a prefunding account for the purchase
or acquisition of Mortgage Loans after the date on which such Bonds are
initially issued.
Moneys deposited in any Reserve Funds will be invested in Permitted
Investments, or will remain uninvested or invested in other investments as
specified in the related Prospectus Supplement. If specified in the related
Prospectus Supplement, any reinvestment income or other gain from such
84
<PAGE>
investments will be credited to the related Reserve Fund for such Series, and
any loss resulting from such investments will be charged to such Reserve Fund.
However, such income may be payable to any related Master Servicer or another
service provider as additional compensation. The Reserve Fund for a Series of
Bonds will be a part of the Collateral if and only to the extent provided in
the related Prospectus Supplement.
Additional information concerning any Reserve Fund will be set forth in the
related Prospectus Supplement, including the initial balance of such Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in
which such required balance will decrease over time, the manner of funding such
Reserve Fund, the purposes for which funds in the Reserve Fund may be applied
to make payments to Bondholders and use of investment earnings from the Reserve
Fund, if any.
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES.
The following discussion contains general summaries of certain legal aspects
of loans secured by commercial and multifamily residential properties that are
general in nature. Because such legal aspects are governed by applicable state
law (which laws may differ substantially), the summaries do not purport to be
complete nor to reflect the laws of any particular state, nor to encompass the
laws of all states in which the security for the Mortgage Loans is situated.
The summaries are qualified in their entirety by reference to the applicable
federal and state laws governing the Mortgage Loans. See "Description of the
Collateral."
General
All of the Mortgage Loans are loans evidenced by a note or bond and secured
by instruments granting a security interest in real property which may be
mortgages, deeds of trust, security deeds or deeds to secure debt, depending
upon the prevailing practice and law in the state in which the Mortgaged
Property is located. Mortgages, deeds of trust and deeds to secure debt are
herein collectively referred to as "mortgages." Any of the foregoing types of
mortgages will create a lien upon, or grant a title interest in, the subject
property, the priority of which will depend on the terms of the particular
security instrument, as well as separate, recorded, contractual arrangements
with others holding interests in the mortgaged property, the knowledge of the
parties to such instrument as well as the order of recordation of the
instrument in the appropriate public recording office. However, recording does
not generally establish priority over governmental claims for real estate taxes
and assessments and other charges imposed under governmental police powers.
Types of Mortgage Instruments
A mortgage either creates a lien against or constitutes a conveyance of real
property between two parties: a mortgagor (the borrower and usually the owner
of the subject property) and a mortgagee (the lender). In contrast, a deed of
trust is a three-party instrument, among a trustor (the equivalent of a
mortgagor), a trustee to whom the mortgaged property is conveyed, and a
beneficiary (the lender) for whose benefit the conveyance is made. As used in
this Prospectus, unless the context otherwise requires, "Mortgagor" includes
the trustor under a deed of trust and a grantor under a security deed or a deed
to secure debt. Under a deed of trust, the Mortgagor grants the property,
irrevocably until the debt is paid, in trust, generally with a power of sale as
security for the indebtedness evidenced by the
85
<PAGE>
related note. A deed to secure debt typically has two parties. By executing a
deed to secure debt, the grantor conveys title to, as opposed to merely
creating a lien upon, the subject property to the grantee until such time as
the underlying debt is repaid, generally with a power of sale as security for
the indebtedness evidenced by the related mortgage note. In case the Mortgagor
under a mortgage is a land trust, there would be an additional party because
legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the Mortgagor. At origination of a mortgage loan
involving a land trust, the Mortgagor executes a separate undertaking to make
payments on the mortgage note. The mortgagee's authority under a mortgage, the
trustee's authority under a deed of trust and the grantee's authority under a
deed to secure debt are governed by the express provisions of the mortgage, the
law of the state in which the real property is located, certain federal laws
(including, without limitation, the Soldiers' and Sailors' Civil Relief Act of
1940) and, in some cases, in deed of trust transactions, the directions of the
beneficiary.
Interest in Real Property
The real property covered by a mortgage, deed of trust, security deed or deed
to secure debt is most often the fee estate in land and improvements. However,
such an instrument may encumber other interests in real property such as a
tenant's interest in a lease of land or improvements, or both, and the
leasehold estate created by such lease. An instrument covering an interest in
real property other than the fee estate requires special provisions in the
instrument creating such interest or in the mortgage, deed of trust, security
deed or deed to secure debt, to protect the mortgagee against termination of
such interest before the mortgage, deed of trust, security deed or deed to
secure debt is paid. The Warrantying Party will make certain representations
and warranties in the Agreement with respect to the Mortgage Loans which are
secured by an interest in a leasehold estate. Such representation and
warranties will be set forth in the Prospectus Supplement if applicable.
Leases and Rents
Mortgages that encumber income-producing property often contain an assignment
of rents and leases, pursuant to which the Mortgagor assigns its right, title
and interest as landlord under each lease and the income derived therefrom to
the lender, while the Mortgagor retains a revocable license to collect the
rents for so long as there is no default. Under such assignments, the Mortgagor
typically assigns its right, title and interest as lessor under each lease and
the income derived therefrom to the mortgagee, while retaining a license to
collect the rents for so long as there is no default under the mortgage loan
documentation. The manner of perfecting the mortgagee's interest in rents may
depend on whether the Mortgagor's assignment was absolute or one granted as
security for the loan. Failure to properly perfect the mortgagee's interest in
rents may result in the loss of substantial pool of funds, which could
otherwise serve as a source of repayment for such loan. If the Mortgagor
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect
the rents. In most states, hotel and motel room rates are considered accounts
receivable under the UCC; generally these rates are either assigned by the
Mortgagor, which remains entitled to collect such rates absent a default, or
pledged by the Mortgagor, as security for the loan. In general, the lender must
file financing statements in order to perfect its security interest in the
rates and must file continuation statements, generally every five years, to
maintain perfection of such security interest. Even if the lender's security
interest in room
86
<PAGE>
rates is perfected under the UCC, the lender will generally be required to
commence a foreclosure or otherwise take possession of the property in order to
collect the room rates after a default.
Even after a foreclosure, the potential rent payments from the property may
be less than the periodic payments that had been due under the mortgage. For
instance, the net income that would otherwise be generated from the property
may be less than the amount that would have been needed to service the mortgage
debt if the leases on the property are at below-market rents, or as the result
of excessive maintenance, repair or other obligations which a lender succeeds
to as landlord.
Lenders that actually take possession of the property, however, may incur
potentially substantial risks attendant to being a mortgagee in possession.
Such risks include liability for environmental clean-up costs and other risks
inherent in property ownership. See "Environmental Legislation" below.
Personalty
Certain types of Mortgaged Properties, such as hotels, motels and industrial
plants, are likely to derive a significant part of their value from personal
property which does not constitute "fixtures" under applicable state real
property law and, hence, would not be subject to the lien of a mortgage. Such
property is generally pledged or assigned as security to the lender under the
UCC. In order to perfect its security interest therein, the lender generally
must file UCC financing statements and, to maintain perfection of such security
interest, file continuation statements generally every five years.
Foreclosure
General. Foreclosure is a legal procedure that allows the mortgagee to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the Mortgagor defaults in payment or performance of its
obligations under the note or mortgage, the mortgagee has the right to
institute foreclosure proceedings to sell the mortgaged property at public
auction to satisfy the indebtedness.
Foreclosure procedures with respect to the enforcement of a mortgage vary
from state to state. Two primary methods of foreclosing a mortgage are judicial
foreclosure and non-judicial foreclosure pursuant to a power of sale granted in
the mortgage instrument. There are several other foreclosure procedures
available in some states that are either infrequently used or available only in
certain limited circumstances, such as strict foreclosure.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally
issues a judgment of foreclosure and appoints a referee or other officer to
conduct a public sale of the mortgaged property, the proceeds of which are used
to satisfy the judgment. Such sales are made in accordance with procedures that
vary from state to state.
87
<PAGE>
Equitable Limitations on Enforceability of Certain Provisions. United States
courts have traditionally imposed general equitable principles to limit the
remedies available to a mortgagee in connection with foreclosure. These
equitable principles are generally designed to relieve the Mortgagor from the
legal effect of mortgage defaults, to the extent that such effect is perceived
as harsh or unfair. Relying on such principles, a court may alter the specific
terms of a loan to the extent it considers necessary to prevent or remedy an
injustice, undue oppression or overreaching, or may require the lender to
undertake affirmative and expensive actions to determine the cause of the
Mortgagor's default and the likelihood that the Mortgagor will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate Mortgagors who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose if the default under the mortgage is not monetary, e.g.,
the Mortgagor failed to maintain the mortgaged property adequately or the
Mortgagor executed a junior mortgage on the mortgaged property. The exercise by
the court of its equity powers will depend on the individual circumstances of
each case presented to it. Finally, some courts have been faced with the issue
of whether federal or state constitutional provisions reflecting due process
concerns for adequate notice require that a Mortgagor receive notice in
addition to statutorily-prescribed minimum notice. For the most part, these
cases have upheld the reasonableness of the notice provisions or have found
that a public sale under a mortgage providing for a power of sale does not
involve sufficient state action to afford constitutional protections to the
Mortgagor.
A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
require several years to complete. Moreover, as discussed below, a non-
collusive, regularly conducted foreclosure sale may be challenged as a
fraudulent conveyance, regardless of the parties' intent, if a court determines
that the sale was for less than fair consideration and such sale occurred while
the Mortgagor was insolvent (or the Mortgagor was rendered insolvent as a result
of such sale) and within one year (or within the state statute of limitations if
the trustee in bankruptcy elects to proceed under state fraudulent conveyance
law) of the filing of bankruptcy.
Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to the power
of sale granted in the deed of trust. A power of sale is typically granted in a
deed of trust. It may also be contained in any other type of mortgage
instrument. A power of sale allows a non-judicial public sale to be conducted
generally following a request from the beneficiary/lender to the trustee to
sell the property upon any default by the Mortgagor under the terms of the
mortgage note or the mortgage instrument and after notice of sale is given in
accordance with the terms of the mortgage instrument, as well as applicable
state law. In some states, prior to such sale, the trustee under a deed of
trust must record a notice of default and notice of sale and send a copy to the
Mortgagor and to any other party who has recorded a request for a copy of a
notice of default and notice of sale. In addition in some states the trustee
must provide notice to any other party having an interest of record in the real
property, including junior lienholders. A notice of sale must be posted in a
public place and, in most states, published for a specified period of time in
one or more newspapers. The Mortgagor or junior lienholder may then have the
right, during a reinstatement period required in some states, to cure the
default by paying the entire actual amount in arrears (without acceleration)
plus the expenses incurred in enforcing the
88
<PAGE>
obligation. In other states, the Mortgagor or the junior lienholder is not
provided a period to reinstate the loan, but has only the right to pay off the
entire debt to prevent the foreclosure sale. Generally, the procedure for
public sale, the parties entitled to notice, the method of giving notice and
the applicable time periods are governed by state law and vary among the
states. Foreclosure of a deed to secure debt is also generally accomplished by
a non-judicial sale similar to that required by a deed of trust, except that
the lender or its agent, rather than a trustee, is typically empowered to
perform the sale in accordance with the terms of the deed to secure debt and
applicable law.
Public Sale. A third party may be unwilling to purchase a mortgaged property
at a public sale because of the difficulty in determining the value of such
property at the time of sale, due to, among other things, redemption rights
which may exist and the possibility of physical deterioration of the property
during the foreclosure proceedings. For these reasons, it is common for the
lender to purchase the mortgaged property for an amount equal to or less than
the underlying debt and accrued and unpaid interest plus the expenses of
foreclosure. Generally, state law controls the amount of foreclosure costs and
expenses which may be recovered by a lender. Thereafter, subject to the
Mortgagor's right in some states to remain in possession during a redemption
period, if applicable, the lender will become the owner of the property and
have both the benefits and burdens of ownership of the mortgaged property. For
example, the lender will have the obligation to pay debt service on any senior
mortgages, to pay taxes, obtain casualty insurance and to make such repairs at
its own expense as are necessary to render the property suitable for sale.
Frequently, the lender employs a third party management company to manage and
operate the property. The costs of operating and maintaining a commercial or
multifamily residential property may be significant and may be greater than the
income derived from that property. The costs of management and operation of
those mortgaged properties which are hotels, motels, restaurants, golf courses,
automobile dealerships, nursing or convalescent homes or hospitals may be
particularly significant because of the expertise, knowledge and, with respect
to nursing or convalescent homes or hospitals, regulatory compliance, required
to run such operations and the effect which foreclosure and a change in
ownership may have on the public's and the industry's (including franchisors')
perception of the quality of such operations. The lender will commonly obtain
the services of a real estate broker and pay the broker's commission in
connection with the sale of the property. Depending upon market conditions, the
ultimate proceeds of the sale of the property may not equal the lender's
investment in the property. Moreover, a lender commonly incurs substantial
legal fees and court costs in acquiring a mortgaged property through contested
foreclosure and/or bankruptcy proceedings. Furthermore, a few states require
that any environmental contamination at certain types of properties be cleaned
up before a property may be resold. In addition, a lender may be responsible
under federal or state law for the cost of cleaning up a mortgaged property
that is environmentally contaminated. See "Environmental Legislation."
Generally state law controls the amount of foreclosure expenses and costs,
including attorneys' fees, that may be recovered by a lender.
A junior mortgagee may not foreclose on the property securing the junior
mortgage unless it forecloses subject to senior mortgages and any other prior
liens, in which case it may be obliged to make payments on the senior mortgages
to avoid their foreclosure. In addition, in the event that the foreclosure of a
junior mortgage triggers the enforcement of a "due-on-sale" clause contained in
a senior mortgage, the junior mortgagee may be required to pay the full amount
of the senior mortgage to avoid its foreclosure. Accordingly, with respect to
those Mortgage Loans which are junior
89
<PAGE>
mortgage loans, if the lender purchases the property the lender's title will be
subject to all senior mortgages, prior liens and certain governmental liens.
The proceeds received by the referee or trustee from the sale are applied
first to the costs, fees and expenses of sale and then in satisfaction of the
indebtedness secured by the mortgage under which the sale was conducted. Any
proceeds remaining after satisfaction of senior mortgage debt are generally
payable to the holders of junior mortgages and other liens and claims in order
of their priority, whether or not the Mortgagor is in default. Any additional
proceeds are generally payable to the Mortgagor. The payment of the proceeds to
the holders of junior mortgages may occur in the foreclosure action of the
senior mortgage or a subsequent ancillary proceeding or may require the
institution of separate legal proceedings by such holders.
Rights of Redemption
The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the Mortgagor, and all persons who have an
interest in the property which is subordinate to the mortgage being foreclosed,
from exercise of their "equity of redemption." The doctrine of equity of
redemption provides that, until the property covered by a mortgage has been
sold in accordance with a properly conducted foreclosure and foreclosure sale,
those having an interest which is subordinate to that of the foreclosing
mortgagee have an equity of redemption and may redeem the property by paying
the entire debt with interest. In addition, in some states, when a foreclosure
action has been commenced, the redeeming party must pay certain costs of such
action. Those having an equity of redemption must generally be made parties and
joined in the foreclosure proceeding in order for their equity of redemption to
be cut off and terminated.
The equity of redemption is a common-law (non-statutory) right which exists
prior to completion of the foreclosure, is not waivable by the Mortgagor, must
be exercised prior to foreclosure sale and should be distinguished from the
post-sale statutory rights of redemption. In some states, after sale pursuant
to a deed of trust or foreclosure of a mortgage, the Mortgagor and foreclosed
junior lienors are given a statutory period in which to redeem the property
from the foreclosure sale. In some states, statutory redemption may occur only
upon payment of the foreclosure sale price. In other states, redemption may be
authorized if the former Mortgagor pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser from a foreclosure sale or sale under a
deed of trust. Consequently, the practical effect of the redemption right is to
force the lender to maintain the property and pay the expenses of ownership
until the redemption period has expired. In some states, a post-sale statutory
right of redemption may exist following a judicial foreclosure, but not
following a trustee's sale under a deed of trust.
Anti-Deficiency Legislation
Some or all of the Mortgage Loans may be nonrecourse loans, as to which
recourse may be had only against the specific property securing the related
Mortgage Loan and a personal money judgment may not be obtained against the
Mortgagor. Even if a mortgage loan by its terms provides for recourse to the
Mortgagor, some states impose prohibitions or limitations on such recourse. For
90
<PAGE>
example, statutes in some states limit the right of the lender to obtain a
deficiency judgment against the Mortgagor following foreclosure or sale under a
deed of trust. A deficiency judgment would be a personal judgment against the
former Mortgagor equal to the difference between the net amount realized upon
the public sale of the real property and the amount due to the lender.
Some states require the lender to exhaust the security afforded under a
mortgage by foreclosure in an attempt to satisfy the full debt before bringing
a personal action against the Mortgagor. In certain other states, the lender
has the option of bringing a personal action against the Mortgagor on the debt
without first exhausting such security; however, in some of these states, the
lender, following judgment on such personal action, may be deemed to have
elected a remedy and may be precluded from exercising remedies with respect to
the security. In some cases, a lender will be precluded from exercising any
additional rights under the note or mortgage if it has taken any prior
enforcement action. Consequently, the practical effect of the election
requirement, in those states permitting such election, is that lenders will
usually proceed against the security first rather than bringing a personal
action against the Mortgagor. Finally, other statutory provisions limit any
deficiency judgment against the former Mortgagor following a judicial sale to
the excess of the outstanding debt over the fair market value of the property
at the time of the public sale. The purpose of these statutes is generally to
prevent a lender from obtaining a large deficiency judgment against the former
Mortgagor as a result of low or no bids at the judicial sale.
Leasehold Risks
Mortgage Loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans
secured by the fee estate of the Mortgagor. The most significant of these risks
is that the ground lease creating the leasehold estate could terminate, leaving
the leasehold mortgagee without its security. The ground lease may terminate
if, among other reasons, the ground lessee breaches or defaults in its
obligations under the ground lease or there is a bankruptcy of the ground
lessee or the ground lessor. This risk may be minimized if the ground lease
contains certain provisions protective of the mortgagee, but the ground leases
that secure Mortgage Loans may not contain some of these protective provisions,
and mortgages may not contain the other protections discussed in the next
paragraph. Protective ground lease provisions include the right of the
leasehold mortgagee to receive notices from the ground lessor of any defaults
by the Mortgagor; the right to cure such defaults, with adequate cure periods;
if a default is not susceptible of cure by the leasehold mortgagee, the right
to acquire the leasehold estate through foreclosure or otherwise; the ability
of the ground lease to be assigned to and by the leasehold mortgagee or
purchaser at a foreclosure sale and for the concomitant release of the ground
lessee's liabilities thereunder; and the right of the leasehold mortgagee to
enter into a new ground lease with the ground lessor on the same terms and
conditions as the old ground lease in the event of a termination thereof.
In addition to the foregoing protections, a leasehold mortgagee may require
that the ground lease or leasehold mortgage prohibit the ground lessee from
treating the ground lease as terminated in the event of the ground lessor's
bankruptcy and rejection of the ground lease by the trustee for the debtor-
ground lessor. As further protection, a leasehold mortgage may provide for the
assignment of the debtor-ground lessee's right to reject a lease pursuant to
Section 365 of the Bankruptcy Reform
91
<PAGE>
Act of 1978, as amended (Title 11 of the United States Code) (the "Bankruptcy
Code"), although the enforceability of such clause has not been established.
Without the protections described above, a leasehold mortgagee may lose the
collateral securing its leasehold mortgage. In addition, terms and conditions
of a leasehold mortgage are subject to the terms and conditions of the ground
lease. Although certain rights given to a ground lessee can be limited by the
terms of a leasehold mortgage, the rights of a ground lessee or a leasehold
mortgagee with respect to, among other things, insurance, casualty and
condemnation will be governed by the provisions of the ground lease.
Bankruptcy Laws
The Bankruptcy Code and related state laws may interfere with or affect the
ability of a lender to realize upon collateral and/or to enforce a deficiency
judgment. For example, under the Bankruptcy Code, virtually all actions
(including foreclosure actions and deficiency judgment proceedings) are
automatically stayed upon the filing of the bankruptcy petition, and, usually,
no interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences thereof caused by such automatic stay can
be significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured
by property of the debtor may be modified under certain circumstances. In many
jurisdictions, the outstanding amount of the loan secured by the real property
may be reduced to the then-current value of the property (with a corresponding
partial reduction of the amount of lender's security interest) pursuant to a
confirmed plan or lien avoidance proceeding, thus leaving the lender a general
unsecured creditor for the difference between such value and the outstanding
balance of the loan. Other modifications may include the reduction in the
amount of each scheduled payment, which reduction may result from a reduction
in the rate of interest and/or the alteration of the repayment schedule (with
or without affecting the unpaid principal balance of the loan), and/or an
extension (or reduction) of the final maturity date. Some courts with federal
bankruptcy jurisdiction have approved plans, based on the particular facts of
the reorganization case, that effected the curing of a mortgage loan default by
paying arrearages over a number of years. Also, under federal bankruptcy law, a
bankruptcy court may permit a debtor through its rehabilitative plan to de-
accelerate a secured loan and to reinstate the loan even though the lender
accelerated the mortgage loan and final judgment of foreclosure had been
entered in state court (provided no sale of the property had yet occurred)
prior to the filing of the debtor's petition. This may be done even if the full
amount due under the original loan is never repaid.
The Bankruptcy Code has been amended to provide that a lender's perfected
pre-petition security interest in leases, rents and hotel revenues continues in
the post-petition leases, rents and hotel revenues, unless a bankruptcy court
orders to the contrary "based on the equities of the case." Thus, unless a
court orders otherwise, revenues from a Mortgaged Property generated after the
date the bankruptcy petition is filed will constitute "cash collateral" under
the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the
lender's consent or a prior court order finding that the lender's interest in
the Mortgaged Properties and the cash collateral is "adequately protected" as
92
<PAGE>
such term is defined and interpreted under the Bankruptcy Code. It should be
noted, however, that the court may find that the lender has no security
interest in either pre-petition or post-petition revenues if the court finds
that the loan documents do not contain language covering accounts, room rents,
or other forms of personalty necessary for a security interest to attach to
hotel revenues.
Federal bankruptcy law provides generally that rights and obligation under an
unexpired lease of the debtor/lessee may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely on the
basis of a provision in the lease to such effect or because of certain other
similar events. This prohibition on so-called "ipso facto clauses" could limit
the ability of the Indenture Trustee for a Series of Bonds to exercise certain
contractual remedies with respect to the Leases. In addition, Section 362 of
the Bankruptcy Code operates as an automatic stay of, among other things, any
act to obtain possession of property from a debtor's estate, which may delay a
Indenture Trustee's exercise of such remedies for a related Series of Bonds in
the event that a related Lessee or a related Mortgagor becomes the subject of a
proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed
from enforcing a Lease Assignment by a Mortgagor related to a Mortgaged
Property if the related Mortgagor was in a bankruptcy proceeding. The legal
proceedings necessary to resolve the issues could be time-consuming and might
result in significant delays in the receipt of the assigned rents. Similarly,
the filing of a petition in bankruptcy by or on behalf of a Lessee of a
Mortgaged Property would result in a stay against the commencement or
continuation of any state court proceeding for past due rent, for accelerated
rent, for damages or for a summary eviction order with respect to a default
under the Lease that occurred prior to the filing of the Lessee's petition.
Rents and other proceeds of a Mortgage Loan may also escape an assignment
thereof if the assignment is not fully perfected under state law prior to
commencement of the bankruptcy proceeding. See "--Leases and Rents" above.
In addition, the Bankruptcy Code generally provides that a trustee or debtor-
in-possession may, subject to approval of the court, (a) assume the lease and
retain it or assign it to a third party or (b) reject the lease. If the lease
is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as
debtor-in-possession, or the assignee, if applicable, must cure any defaults
under the lease, compensate the lessor for its losses and provide the lessor
with "adequate assurance" of future performance. Such remedies may be
insufficient, however, as the lessor may be forced to continue under the lease
with a lessee that is a poor credit risk or an unfamiliar tenant if the lease
was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, such rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing the petition. As a consequence, the other party or parties to such
lease, such as the Mortgagor, as lessor under a Lease, would have only an
unsecured claim against the debtor for damages resulting from such breach,
which could adversely affect the security for the related Mortgage Loan. In
addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's
damages for lease rejection in respect of future rent installments are limited
to the rent reserved by the lease, without acceleration, for the greater of one
year or 15%, not to exceed three years, of the remaining term of the lease.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-
possession, rejects an unexpired lease of real property, the lessee may treat
such lease as terminated by such rejection or, in the alternative, the lessee
may remain in possession of the leasehold for the balance of such term and
93
<PAGE>
for any renewal or extension of such term that is enforceable by the lessee
under applicable nonbankruptcy law. The Bankruptcy Code provides that if a
lessee elects to remain in possession after such a rejection of a lease, the
lessee may offset against rents reserved under the lease for the balance of the
term after the date of rejection of the lease, and any such renewal or
extension thereof, any damages occurring after such date caused by the
nonperformance of any obligation of the lessor under the lease after such date.
To the extent provided in the related Prospectus Supplement, the Lessee will
agree under certain Leases to pay all amounts owing thereunder to the Master
Servicer without offset. To the extent that such a contractual obligation
remains enforceable against the Lessee, the Lessee would not be able to avail
itself of the rights of offset generally afforded to lessees of real property
under the Bankruptcy Code.
In a bankruptcy or similar proceeding of a Mortgagor, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the Mortgagor, or made directly by the related Lessee, under
the related Mortgage Loan to the Issuer. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its costs
and expenses in preserving or selling the mortgaged property ahead of payment
to the lender. In certain circumstances, a debtor in bankruptcy may have the
power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a Mortgagor with
means to halt a foreclosure proceeding or sale and to force a restructuring of
a mortgage loan on terms a lender would not otherwise accept. Moreover, the
laws of certain states also give priority to certain tax liens over the lien of
a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that
actions of the mortgagee have been unreasonable, the lien of the related
mortgage may be subordinated to the claims of unsecured creditors.
Certain of the Mortgagors may be partnerships. The laws governing limited
partnerships in certain states provide that the commencement of a case under
the Bankruptcy Code with respect to a general partner will cause a person to
cease to be a general partner of the limited partnership, unless otherwise
provided in writing in the limited partnership agreement. This provision may be
construed as an "ipso facto" clause and, in the event of the general partner's
bankruptcy, may not be enforceable. Certain limited partnership agreements of
the Mortgagors may provide that the commencement of a case under the Bankruptcy
Code with respect to the related general partner constitutes an event of
withdrawal (assuming the enforceability of the clause is not challenged in
bankruptcy proceedings or, if challenged, is upheld) that might trigger the
dissolution of the limited partnership, the winding up of its affairs and the
payment of its assets, unless (i) at the time there was at least one other
general partner and the written provisions of the limited partnership permit
the business of the limited partnership to be carried on by the remaining
general partner and that general partner does so or (ii) the written provisions
of the limited partnership agreement permit the limited partners to agree
within a specified time frame (often 60 days) after such withdrawal to continue
the business of the limited partnership and to the appointment of one or more
general partners and the limited partners do so. In addition, the laws
governing general partnerships in certain states provide that the commencement
of a case under the Bankruptcy Code or state bankruptcy laws with respect
94
<PAGE>
to a general partner of such partnerships triggers the dissolution of such
partnership, the winding up of its affairs and the distribution of its assets.
Such state laws, however, may not be enforceable or effective in a bankruptcy
case. The dissolution of a Mortgagor, the winding up of its affairs and the
distribution of its assets could result in an acceleration of its payment
obligation under a related Mortgage Loan, which may reduce the yield on the
related Series of Bonds in the same manner as a principal prepayment.
In addition, the bankruptcy of the general or limited partner of a mortgagor
that is a partnership, or the bankruptcy of a member of a mortgagor that is a
limited liability company or the bankruptcy of a shareholder of a mortgagor
that is a corporation may provide the opportunity in the bankruptcy case of
such partner, member or shareholder to obtain an order from a court
consolidating the assets and liabilities of the partner, member or shareholder
with those of the mortgagor pursuant to the doctrines of substantive
consolidation or piercing the corporate veil. In such a case, the respective
Mortgaged Property, for example, would become property of the estate of such
bankrupt partner, member or shareholder. Not only would the Mortgaged Property
be available to satisfy the claims of creditors of such partner, member or
shareholder, but an automatic stay would apply to any attempt by the Indenture
Trustee to exercise remedies with respect to such Mortgaged Property. However,
such an occurrence should not affect the Indenture Trustee's status as a
secured creditor with respect to the mortgagor or its security interest in the
Mortgaged Property.
Environmental Legislation
Real property pledged as security to a lender may be subject to unforeseen
environmental liabilities. Of particular concern may be those Mortgaged
Properties which are, or have been, the site of manufacturing, industrial, or
disposal activity. Such environmental liabilities may give rise to (i) a
diminution in value of property securing any Mortgage Loan, (ii) limitation on
the ability to foreclose against such property and (iii) in certain
circumstances as more fully described below, liability for cleanup costs or
other remedial activities, which liability could exceed the value of the
principal balance of the related Mortgage Loan or of such Mortgaged Property.
Under the laws of many states, contamination on a property may give rise to a
lien on the property for cleanup costs. In several states, such a lien has
priority over all existing liens (a "superlien") including those of existing
mortgages; in these states, the lien of a mortgage contemplated by this
transaction may lose its priority to such a superlien.
The presence of Hazardous Materials, or the failure to remediate contaminated
property properly, may adversely affect the market value of the property, as
well as the owner's ability to sell or use the real estate or to borrow using
the real estate as collateral. In addition, certain environmental laws and
common law principles govern the responsibility for the removal, encapsulation
or disturbance of asbestos containing materials ("ACMs") when these ACMs are in
poor condition or when a property with ACMs is undergoing repair, renovation or
demolition. Such laws could also be used to impose liability upon owners and
operators of real properties for release of ACMs into the air that cause
personal injury or other damage. In addition to cleanup and natural resource
damages actions brought, as applicable, by federal, state, and local agencies
and private parties, the presence of hazardous substances on a property may
lead to claims of personal injury, property damage, or other claims by private
plaintiffs.
95
<PAGE>
Under the federal Comprehensive Environmental Response, Compensation, and
Liability Act, as amended, ("CERCLA"), and under state law in certain states, a
secured party which takes a deed-in-lieu of foreclosure, purchases a mortgaged
property at a foreclosure sale, or operates a mortgaged property may become
liable in certain circumstances for the costs of cleaning up hazardous
substances regardless of whether or not that secured party contaminated the
property. Liability under some federal or state statutes may not be limited to
the original or unamortized principal balance of a loan or to the value of the
property securing a loan. CERCLA imposes strict, as well as joint and several,
liability on several classes of potentially responsible parties, including
current owners and operators of the property, regardless of whether they caused
or contributed to the contamination. Many states have laws similar to CERCLA.
Lenders may be held liable under CERCLA as owners or operators of a
contaminated property unless they qualify for the secured-creditor exemption of
CERCLA. This exemption for holders of a security interest such as a secured
lender applies only in circumstances where the lender acts to protect its
security interest in the contaminated facility or property. Thus, if a lender's
activities encroach on the actual management of such facility or property, the
lender faces potential liability as an "owner or operator" under CERCLA.
Similarly, when a lender forecloses and takes title to a contaminated facility
or property (whether it holds the facility or property as an investment or
leases it to a third party), the lender may incur potential CERCLA liability.
The scope of the secured creditor exemption was clarified in part by the
enactment of the Asset Conservation, Lender Liability, and Deposit Insurance
Protection Act of 1996 (the "Lender Liability Act"), which took effect on
September 30, 1996. The Lender Liability Act provides that in order to be
deemed to have participated in the management of a secured property, a lender
must actually participate in the operational affairs of the property. The
Lender Liability Act also provides that participation in the management of the
property does not include "merely having the capacity to influence, or the
unexercised right to control" operations. Rather, a lender will lose the
protection of the secured creditor exclusion only if it exercises decision-
making control over the borrower's environmental compliance and hazardous
substance handling and disposal practices, or assumes day-to-day management of
all or substantially all operational functions of the secured property.
Other federal and state laws in certain circumstances may impose liability on
a secured party which takes a deed-in-lieu of foreclosure, purchases a
mortgaged property at a foreclosure sale, or operates a mortgaged property on
which contaminants other than CERCLA hazardous substances are present.
Moreover, certain federal and state statutes impose a lien for any cleanup
costs incurred by the applicable governmental agency on the property that is
the subject of such cleanup costs (an "environmental lien"). All subsequent
liens on such property generally are subordinated to such environmental liens
and, in some states, even prior recorded liens are subordinated to
environmental liens.
It should be noted that the secured creditor exclusion does not govern
liability for cleanup costs under other federal environmental statutes.
CERCLA's jurisdiction extends to the investigation and remediation of releases
of "hazardous substances." The definition of "hazardous substances" under
CERCLA specifically excludes certain petroleum products. Under federal law, the
operation and management of underground petroleum storage tanks (excluding
heating oil) is governed by Subtitle I of the Resource Conservation and
Recovery Act ("RCRA"). The Lender Liability Act
96
<PAGE>
amended RCRA to accord the holders of security interests in underground storage
tanks similar protections provided to secured creditors under CERCLA. However,
liability for cleanup of petroleum contamination may be governed by state law,
which may not provide any specific protection for secured creditors.
If a lender is or becomes liable, it may bring an action for contribution
against the owner or operator who created the environmental hazard, but that
person or entity may be bankrupt or otherwise judgment proof. It is possible
that cleanup costs could become a liability of the Issuer and occasion a loss
to Bondholders in certain circumstances described above if such remedial costs
were incurred.
The related Agreements will provide that the Special Servicer, acting on
behalf of the Indenture Trustee, may not acquire title to a Mortgaged Property
or take over its operation unless the Special Servicer has previously
determined, based on a report prepared by a person who regularly conducts
environmental assessments, that: (i) such Mortgaged Property is in compliance
with applicable environmental laws, or, if not, that taking such actions as are
necessary to bring the Mortgaged Property in compliance therewith is likely to
produce a greater recovery on a present value basis, after taking into account
any risks associated therewith, than not taking such actions and (ii) there are
no circumstances present at the Mortgaged Property relating to the use,
management or disposal of any Hazardous Materials for which investigation,
testing, monitoring, containment, clean-up or remediation could be required
under any federal, state or local law or regulation. This requirement
effectively precludes enforcement of the security for the related Mortgage Note
until a satisfactory environmental inquiry is undertaken, or that, if any
Hazardous Materials are present for which such action could be required, taking
such actions with respect to the affected Mortgaged Property is reasonably
likely to produce a greater recovery on a present value basis, after taking
into account any risks associated therewith, than not taking such actions,
reducing the likelihood that a given Issuer will become liable for any
condition or circumstance that may give rise to any environmental claim (an
"Environmental Hazard Condition") affecting a Mortgaged Property, but making it
more difficult to realize on the security for the Mortgage Loan. However, there
can be no assurance that any environmental assessment obtained by the Special
Servicer will detect all possible Environmental Hazard Conditions, that any
estimate of the costs of effecting compliance at any Mortgaged Property and the
recovery thereon will be correct, or that the other requirements of the
Agreement, even if fully observed by the Master Servicer or Special Servicer,
as the case may be, will in fact insulate a given Issuer from liability for
Environmental Hazard Conditions. Any additional restrictions on acquiring
titles to a Mortgaged Property may be set forth in the related Prospectus
Supplement. See "Description of the Agreements--Collection and Other Servicing
Procedures--Special Servicer."
The Depositor generally will not have determined whether environmental
assessments have been conducted with respect to the Mortgaged Properties
relating to the Mortgage Loans included in the Mortgage Pool for a Series, and
it is likely that any environmental assessments which would have been conducted
with respect to any of the Mortgaged Properties would have been conducted at
the time of the origination of the related Mortgage Loans and not thereafter.
If specified in the related Prospectus Supplement, a Warranting Party will
represent and warrant that based on an environmental audit commissioned by
Warranting Party, as of the date of the origination of a Mortgage Loan, the
related Mortgaged Property is not affected by a Disqualifying Condition (as
97
<PAGE>
defined below). No such person will however, be responsible for any
Disqualifying Condition which may arise on a Mortgaged Property after the date
of origination of the related Mortgage Loan, whether due to actions of the
Mortgagor, the Master Servicer, the Special Servicer or any other person. It
may not always be possible to determine whether a Disqualifying Condition arose
prior or subsequent to the date of the origination of the related Mortgage
Loan.
A "Disqualifying Condition" is defined generally as a condition which would
reasonably be expected to (1) constitute or result in a violation of applicable
environmental laws, (2) require any expenditure material in relation to the
principal balance of the related Mortgage Loan to achieve or maintain
compliance in all material respects with any applicable environmental laws, or
(3) require substantial cleanup, remedial action or other extraordinary
response under any applicable environmental laws in excess of a specified
escrowed amount.
"Hazardous Materials" are those substances regulated under several federal
and state environmental statutes, and include dangerous toxic or hazardous
pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA, and specifically including, asbestos
and asbestos containing materials, polychlorinated biphenyls, radon gas,
petroleum and petroleum products and urea formaldehyde.
Due-on-Sale and Due-on-Encumbrance
Certain of the Mortgage Loans may contain due-on-sale and due-on-encumbrance
clauses. These clauses generally provide that the lender may accelerate the
maturity of the loan if the Mortgagor sells or otherwise transfers or encumbers
the mortgaged property. Certain of these clauses may provide that, upon an
attempted breach thereof by the Mortgagor of an otherwise nonrecourse loan, the
Mortgagor becomes personally liable for the mortgage debt. The enforceability
of due-on-sale clauses has been the subject of legislation or litigation in
many states and, in some cases, the enforceability of these clauses was limited
or denied. However, with respect to certain loans the Garn-St. Germain
Depository Institutions Act of 1982 preempts state constitutional, statutory
and case law that prohibits the enforcement of due-on-sale clauses and permits
lenders to enforce these clauses in accordance with their terms subject to
certain limited exceptions. A Master Servicer or another person specified in
the related Prospectus Supplement, on behalf of the Issuer, will determine
whether to exercise any right the Indenture Trustee may have as mortgagee to
accelerate payment of any such Mortgage Loan or to withhold its consent to any
transfer or further encumbrance in a manner consistent with the Servicing
Standard.
In addition, under federal bankruptcy laws, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from such bankruptcy proceeding.
Subordinate Financing
Where the Mortgagor encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the Mortgagor
may have difficulty servicing and repaying multiple loans. In addition, if the
junior loan permits recourse to the Mortgagor (as junior loans often do) and
the senior loan does not, a Mortgagor may be more likely to repay sums due on
the junior
98
<PAGE>
loan than those on the senior loan. Second, acts of the senior lender that
prejudice the junior lender or impair the junior lender's security may create a
superior equity in favor of the junior lender. For example, if the Mortgagor
and the senior lender agree to an increase in the principal amount of or the
interest rate payable on the senior loan, the senior lender may lose its
priority to the extent any existing junior lender is harmed or the Mortgagor is
additionally burdened. Third, if the Mortgagor defaults on the senior loan
and/or any junior loan or loans, the existence of junior loans and actions
taken by junior lenders can impair the security available to the senior lender
and can interfere with or delay the taking of action by the senior lender.
Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or
similar proceedings by the senior lender.
Default Interest, Prepayment Premiums and Lockouts
Forms of notes and mortgages used by lenders may contain provisions
obligating the Mortgagor to pay a late charge or additional interest if
payments are not timely made, and in some circumstances may provide for
Prepayment Premiums if the obligation is paid prior to maturity or prohibit
such prepayment for a specified period. In certain states, there are or may be
specific limitations upon the late charges which a lender may collect from a
Mortgagor for delinquent payments. Certain states also limit the amounts that a
lender may collect from a Mortgagor as an additional charge if the loan is
prepaid. The enforceability, under the laws of a number of states of provisions
providing for Prepayment Premiums, or prohibition of, an involuntary prepayment
is unclear, and no assurance can be given that, at the time a Prepayment
Premium is required to be made on a Mortgage Loan in connection with an
involuntary prepayment, the obligation to make such payment, or the provisions
of any such prohibition, will be enforceable under applicable state law. The
absence of a restraint on prepayment, particularly with respect to Mortgage
Loans having higher Mortgage Interest Rates, may increase the likelihood of
refinancing or other early retirements of the Mortgage Loans.
Acceleration on Default
The Mortgage Loans included in the Mortgage Pool for a Series will generally
include a "debt-acceleration" clause, which permits the lender to accelerate
the full debt upon a monetary or nonmonetary default of the Mortgagor. The
courts of all states will enforce clauses providing for acceleration in the
event of a material payment default after giving effect to any appropriate
notices. The equity courts of the state, however, may refuse to foreclose a
mortgage or deed of trust when an acceleration of the indebtedness would be
inequitable or unjust or the circumstances would render the acceleration
unconscionable. Furthermore, in some states, the Mortgagor may avoid
foreclosure and reinstate an accelerated loan by paying only the defaulted
amounts and the costs and attorneys' fees incurred by the lender in collecting
such defaulted payments.
Applicability of Usury Laws
Title V of the Depository Institutions Deregulation and Monetary Control Act
of 1980, enacted in March 1980 ("Title V"), provides that state usury
limitations shall not apply to certain types of residential (including
multifamily but not other commercial) first mortgage loans originated by
certain lenders after March 31, 1980. A similar federal statute was in effect
with respect to mortgage loans made during the first three months of 1980. The
statute authorized any state to reimpose interest rate limits by adopting,
before April 1, 1983, a law or constitutional provision that expressly rejects
application of the federal law. In addition, even where Title V is not so
rejected, any state is
99
<PAGE>
authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken action
to reimpose interest rate limits and/or to limit discount points or other
charges.
In any state in which application of Title V has been expressly rejected or a
provision limiting discount points or other charges is adopted, no Mortgage
Loan originated after the date of such state action will be eligible for
inclusion as part of the Collateral unless (i) such Mortgage Loan provides for
such interest rate, discount points and charges as are permitted in such state
or (ii) such Mortgage Loan provides that the terms thereof shall be construed
in accordance with the laws of another state under which such interest rate,
discount points and charges would not be usurious and the Mortgagor's counsel
has rendered an opinion that such choice of law provision would be given
effect.
Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or impose a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only
for the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, thereby permitting the borrower to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.
Certain Laws and Regulations; Types of Mortgaged Properties
The Mortgaged Properties will be subject to compliance with various federal,
state and local statutes and regulations. Failure to comply (together with an
inability to remedy any such failure) could result in material diminution in
the value of a Mortgaged Property which could, together with the possibility of
limited alternative uses for a particular Mortgaged Property (e.g., a nursing
or convalescent home or hospital), result in a failure to realize the full
principal amount of the related Mortgage Loan. Mortgages on Mortgaged
Properties which are owned by the Mortgagor under a condominium form of
ownership are subject to the declaration, by-laws and other rules and
regulations of the condominium association. Mortgaged Properties which are
hotels or motels, golf courses, restaurants, movie theaters, car washes and
automobile dealerships may present additional risk in that such Mortgaged
Properties are typically operated pursuant to franchise, management and
operating agreements which may be terminable by the operator, and with respect
to hotels and restaurants, the transferability of operating, liquor and other
licenses to the entity acquiring the hotel or restaurant either through
purchases or foreclosure is subject to the vagaries of local law requirements.
In addition, Mortgaged Properties which are multifamily residential properties
may be subject to rent control laws, which could impact the future cash flows
of such properties.
Americans With Disabilities Act
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such as hotels,
restaurants, movie theaters, shopping centers, hospitals, schools and social
service center establishments) must remove architectural and communication
barriers which are structural in nature from existing places of public
accommodation to the extent "readily achievable." In addition, under the ADA,
alterations to a place of public accommodation or a commercial facility are to
be made so that, to the maximum extent feasible, such altered portions are
readily accessible to and
100
<PAGE>
usable by disabled individuals. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the Mortgagor in its capacity as owner or landlord, the ADA
may also impose such requirements on a foreclosing lender who succeeds to the
interest of the Mortgagor as owner of landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
Mortgagor of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the Mortgagor is subject.
Soldiers' and Sailors' Civil Relief Act of 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a Mortgagor who enters military service after the
origination of such Mortgagor's Mortgage Loan (including a Mortgagor who was in
reserve status and is called to active duty after origination of the Mortgage
Loan), may not be charged interest (including fees and charges) above an annual
rate of 6% during the period of such Mortgagor's active duty status, unless a
court orders otherwise upon application of the lender. The Relief Act applies
to Mortgagors who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service
assigned to duty with the military. Because the Relief Act applies to
Mortgagors who enter military service (including reservists who are called to
active duty) after origination of the related Mortgage Loan, no information can
be provided as to the number of loans that may be affected by the Relief Act.
Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of any servicer to collect full amounts of interest
on certain of the Mortgage Loans. Any shortfalls in interest collections
resulting from the application of the Relief Act would result in a reduction of
the amounts payable to the holders of the related Series of Bonds, and would
not be covered by advances. Such shortfalls will be covered by the Credit
Support provided in connection with such Bonds only to the extent provided in
the related Prospectus Supplement. In addition, the Relief Act imposes
limitations that would impair the ability of the servicer to foreclose on an
affected Mortgage Loan during the Mortgagor's period of active duty status,
and, under certain circumstances, during an additional three month period
thereafter. Thus, in the event that such a Mortgage Loan goes into default,
there may be delays and losses occasioned thereby.
Forfeitures in Drug and RICO Proceedings
Federal law provides that property owned by persons convicted of drug-related
crimes or of criminal violations of the Racketeer Influenced and Corrupt
Organizations ("RICO") statute can be seized by the government if the property
was used in, or purchased with the proceeds of, such crimes. Under procedures
contained in the Comprehensive Crime Control Act of 1984 (the "Crime Control
Act"), the government may seize the property even before conviction. The
government must publish notice of the forfeiture proceeding and may give notice
to all parties "known to have an alleged interest in the property," including
the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
establishes that: (i) its mortgage was executed and recorded before commission
of the crime upon which the forfeiture is based, or (ii) the lender was, at the
time of execution of the mortgage, "reasonably without cause to believe" that
the property was used in, or purchased with the proceeds of, illegal drug or
RICO activities.
101
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
General
The following discussion represents the opinion of Cadwalader, Wickersham &
Taft, special counsel to the Depositor, as to the anticipated material federal
income tax consequences of the purchase, ownership and disposition of Bonds.
This discussion is directed solely to Bondholders that hold Offered Bonds as
capital assets within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the "Code"), and does not purport to discuss all federal
income tax consequences that may be applicable to particular categories of
investors, some of which (such as banks, insurance companies and foreign
investors) may be subject to special rules. Further, the authorities on which
this discussion, and the opinion referred to below, are based are subject to
change or differing interpretations, which could apply retroactively.
Prospective investors should note that no rulings have been or will be sought
from the Internal Revenue Service (the "Service") with respect to any of the
federal income tax consequences discussed below, and no assurance can be given
that the Service will not take contrary positions. In addition to the federal
income tax consequences described herein, potential investors should consider
the foreign, state and local tax consequences, if any, of the purchase,
ownership and disposition of Bonds. See "State Tax Considerations" herein.
Bondholders are advised to consult their tax advisors concerning the federal,
state, local, foreign or other tax consequences to them of the purchase,
ownership and disposition of Bonds.
Upon the issuance of each series of Offered Bonds, Cadwalader, Wickersham &
Taft, special counsel to the Depositor, will deliver its opinion generally to
the effect that, for federal income tax purposes, assuming compliance with all
provisions of the related Indenture and certain related documents, and based on
the facts set forth in the related Prospectus Supplement and additional
information and representations, such series of Offered Bonds will be treated
as indebtedness. For purposes of this tax discussion, references to a
"Bondholder" or a "holder" are to the Beneficial Owner of a Bond.
Taxable mortgage pool ("TMP") rules enacted as part of the Tax Reform Act of
1986 treat certain arrangements in which debt obligations are secured or backed
by real estate mortgage loans as taxable corporations. An entity (or a portion
thereof) will be characterized as a TMP if (i) substantially all of its assets
are debt obligations and more than 50 percent of such debt obligations consist
of real estate mortgage loans or interests therein, (ii) the entity is the
obligor under debt obligations with two or more maturities, and (iii) payments
on the debt obligations referred to in (ii) bear a relationship to payments on
the debt obligations referred to in (i). Furthermore, a group of assets held by
an entity can be treated as a separate TMP if the assets are expected to
produce significant cash flow that will support one or more of the entity's
issues of debt obligation.
It is anticipated that the Issuer will be characterized as a TMP for federal
income tax purposes. In general, a TMP is treated as a "separate" corporation
not includible with any other corporation in a consolidated income tax return,
and is subject to corporate income taxation. However, it is anticipated that
for federal income tax purposes one hundred percent of the Issuer will at all
times be owned by a "qualified REIT subsidiary" (as defined in Section 856(i)
of the Code) of ICCMIC, which is a "real estate investment trust" (a "REIT")
(as defined in Section 856(a) of the
102
<PAGE>
Code). So long as the Issuer is so owned and ICCMIC and such owner qualifies as
a REIT and as a qualified REIT subsidiary, respectively, characterization of
the Issuer as a TMP will result only in the shareholders of ICCMIC being
required to include in income, as "excess inclusion" income, some or all of
their allocable share of the Issuer's net income that would be "excess
inclusion" income if the Issuer were treated as a "real estate mortgage
investment conduit," within the meaning of Section 860D of the Code.
Characterization of the Issuer as an owner trust (wholly-owned and therefore
ignored) or as itself a "qualified REIT subsidiary" would not result in entity-
level, corporate income taxation with respect to the Issuer. In the event of
ICCMIC's failure to continue to qualify as a REIT or the failure of the owner
of the Issuer to continue to qualify as a "qualified REIT subsidiary" for
federal income tax purposes, or for any other reason, the net income (after the
deduction of interest and original issue discount, if any, on the Bonds) of the
Issuer would be subject to corporate income tax, reducing cash flow of the
Issuer available to make payments on the Bonds, and the Issuer would not be
permitted to be included in a consolidated income tax return of another
corporate entity. No assurance can be given with regard to the prospective
qualification of the Issuer as either an owner trust or a "qualified REIT
subsidiary" or of the Depositor as a "qualified REIT subsidiary" for federal
income tax purposes.
Status as Real Property Loans
Bonds held by a domestic building and loan association will not constitute
"loans. . . secured by an interest in real property" within the meaning of
Section 7701(a)(19)(C)(v) of the Code; Bonds held by a real estate investment
trust will not constitute "real estate assets" within the meaning of Section
856(c)(5)(B) of the Code and interest on Bonds will not be considered "interest
on obligations secured by mortgages on real property" within the meaning of
Section 856(c)(3)(B) of the Code. In addition, the Bonds will not be "qualified
mortgages" within the meaning of Section 860G(a)(3) of the Code.
Taxation of Bonds
General
In general, interest on a Bond will be treated as ordinary income to the
related Bondholder as it accrues or is paid, depending on the method of
accounting of the Bondholder, and principal payments on a Bond will be treated
as a return of capital to the extent of the Bondholder's basis in the Bond
allocable thereto. Bondholders must use the accrual method of accounting with
regard to original issue discount, if any, on the Bonds, regardless of the
method of accounting otherwise used by such Bondholders.
Original Issue Discount
Accrual Bonds and Principal Only Bonds will be, and other classes of Bonds
may be, issued with "original issue discount" within the meaning of Code
Section 1273(a). Holders of any class of Bonds having original issue discount
generally must include original issue discount in ordinary income for federal
income tax purposes as it accrues, in accordance with the constant yield method
that takes into account the compounding of interest, in advance of receipt of
the cash attributable to such income. The following discussion is based in part
on temporary and final Treasury regulations
103
<PAGE>
issued on February 2, 1994, as amended on June 14, 1996 (the "OID Regulations")
under Code Sections 1271 through 1273 and 1275 and in part on the provisions of
the 1986 Act. Bondholders should be aware, however, that the OID Regulations do
not adequately address certain issues relevant to prepayable securities, such
as the Bonds. To the extent such issues are not addressed in such regulations,
it is anticipated that the Indenture Trustee will apply the methodology
described in the Conference Committee Report to the 1986 Act. No assurance can
be provided that the Service will not take a different position as to those
matters not currently addressed by the OID Regulations. Moreover, the OID
Regulations include an anti-abuse rule allowing the Service to apply or depart
from the OID Regulations where necessary or appropriate to ensure a reasonable
tax result in light of the applicable statutory provisions. A tax result will
not be considered unreasonable under the anti-abuse rule in the absence of a
substantial effect on the present value of a taxpayer's tax liability.
Investors are advised to consult their own tax advisors as to the discussion
herein and the appropriate method for reporting interest and original issue
discount with respect to the Bonds.
Each Bond (except to the extent described below with respect to a Bond on
which principal is distributed by random lot ("Random Lot Bonds")) will be
treated as a single installment obligation for purposes of determining the
original issue discount includible in a Bondholder's income. The total amount
of original issue discount on a Bond is the excess of the "stated redemption
price at maturity" of the Bond over its "issue price." The issue price of a
class of Bonds offered pursuant to this Prospectus generally is the first price
at which a substantial amount of Bonds of that class is sold to the public
(excluding bond houses, brokers and underwriters). Although unclear under the
OID Regulations, it is anticipated that the Indenture Trustee will treat the
issue price of a class as to which there is no substantial sale by the
Underwriters within ten days of the issue date as the fair market value of that
class as of the issue date. Any class of Bonds (or portion thereof) which is
retained by the Depositor or ICCMIC will not be treated as outstanding
indebtedness until sold to an unrelated third party. The issue price of a Bond
includes the amount paid by an initial Bondholder for accrued interest that
relates to a period prior to the issue date of the Bond, unless the Bondholder
elects on its federal income tax return to exclude such amount from the issue
price and to recover it on the first Payment Date. The stated redemption price
at maturity of a Bond always includes the original principal amount of the
Bond, but generally will not include payments of stated interest if such
interest payments constitute "qualified stated interest." Under the OID
Regulations, qualified stated interest generally means interest payable at a
single fixed rate or a qualified variable rate (as described below) provided
that such interest payments are unconditionally payable at intervals of one
year or less during the entire term of the Bond. Except as provided in the
following three sentences and under "--Variable Rate Bonds" below, it is
anticipated that the Indenture Trustee will treat interest with respect to the
Bonds as qualified stated interest or in such other manner as specified in the
related Prospectus Supplement. Payments of interest on an Accrual Bond, or on
other Bonds with respect to which deferred interest will accrue, will not
constitute qualified stated interest, in which case the stated redemption price
at maturity of such Bonds includes all payments of interest as well as
principal thereon. Likewise, it is anticipated that the Indenture Trustee will
treat an "interest only" class, or a class on which interest is substantially
disproportionate to its principal amount (a so-called "super-premium" class) as
having no qualified stated interest. Where the interval between the issue date
and the first Payment Date on a Bond is shorter than the interval between
subsequent Payment Dates, the interest attributable to the additional days will
be included in the stated redemption price at maturity.
104
<PAGE>
Under a de minimis rule, original issue discount on a Bond will be considered
to be zero if such original issue discount is less than 0.25% of the stated
redemption price at maturity of the Bond multiplied by the weighted average
maturity of the Bond. For this purpose, the weighted average maturity of the
Bond is computed as the sum of the amounts determined by multiplying the number
of full years (i.e., rounding down partial years) from the issue date until
each payment is scheduled to be made by a fraction, the numerator of which is
the amount of each payment included in the stated redemption price at maturity
of the Bond and the denominator of which is the stated redemption price at
maturity of the Bond. The Conference Committee Report to the 1986 Act provides
that the schedule of such payments should be determined in accordance with the
assumed rate of prepayment of the Mortgage Loans (the "Prepayment Assumption")
and the anticipated reinvestment rate, if any, relating to the Bonds. The
Prepayment Assumption with respect to a Series of Bonds will be set forth in
the related Prospectus Supplement. Holders generally must report de minimis
original issue discount pro rata as principal payments are received, and such
income will be capital gain if the Bond is held as a capital asset. However,
under the OID Regulations, Bondholders may elect to accrue all de minimis
original issue discount as well as market discount and market premium under the
constant yield method. See "Election to Treat All Interest Under the Constant
Yield Method."
A Bondholder generally must include in gross income for any taxable year the
sum of the "daily portions," as defined below, of the original issue discount
on the Bond accrued during an accrual period for each day on which it holds the
Bond, including the date of purchase but excluding the date of disposition. It
is anticipated that the Indenture Trustee will treat the regular payment period
ending on the day before each Payment Date as the accrual period. With respect
to each Bond, a calculation will be made of the original issue discount that
accrues during each successive full accrual period (or shorter period from the
date of original issue) that ends on the day before the related Payment Date on
the Bond. The Conference Committee Report to the 1986 Act states that the rate
of accrual of original issue discount is intended to be based on the Prepayment
Assumption. Other than as discussed below with respect to a Random Lot Bond,
the original issue discount accruing in a full accrual period would be the
excess, if any, of (i) the sum of (a) the present value of all of the remaining
payments to be made on the Bond as of the end of that accrual period that are
included in the Bond's stated redemption price at maturity and (b) the payments
made on the Bond during the accrual period that are included in the Bond's
stated redemption price at maturity, over (ii) the adjusted issue price of the
Bond at the beginning of the accrual period. The present value of the remaining
payments referred to in the preceding sentence is calculated based on (i) the
yield to maturity of the Bond at the issue date, (ii) events (including actual
prepayments) that have occurred prior to the end of the accrual period and
(iii) the Prepayment Assumption. For these purposes, the adjusted issue price
of a Bond at the beginning of any accrual period equals the issue price of the
Bond, increased by the aggregate amount of original issue discount with respect
to the Bond that accrued in all prior accrual periods and reduced by the amount
of payments included in the Bond's stated redemption price at maturity that
were made on the Bond in such prior periods. The original issue discount
accruing during any accrual period (as determined in this paragraph) will then
be divided by the number of days in the period to determine the daily portion
of original issue discount for each day in the period. With respect to an
initial accrual period shorter than a full accrual period, the daily portions
of original issue discount must be determined according to an appropriate
allocation under any reasonable method.
105
<PAGE>
Under the method described above, the daily portions of original issue
discount required to be included in income by a Bondholder generally will
increase to take into account prepayments on the Bonds as a result of
prepayments on the Mortgage Loans that exceed the Prepayment Assumption, and
generally will decrease (but not below zero for any period) if the prepayments
are slower than the Prepayment Assumption. An increase in prepayments on the
Mortgage Loans with respect to a Series of Bonds can result in both a change in
the priority of principal payments with respect to certain classes of Bonds and
either an increase or decrease in the daily portions of original issue discount
with respect to such Bonds.
In the case of a Random Lot Bond, it is anticipated that the Indenture
Trustee will determine the yield to maturity of such Bond based upon the
anticipated payment characteristics of the class as a whole under the
Prepayment Assumption. In general, the original issue discount accruing on each
Random Lot Bond in a full accrual period would be its allocable share of the
original issue discount with respect to the entire class, as determined in
accordance with the preceding paragraph. However, in the case of a payment in
retirement of the entire unpaid principal balance of any Random Lot Bond (or
portion of such unpaid principal balance), (a) the remaining unaccrued original
issue discount allocable to such Bond (or to such portion) will accrue at the
time of such payment, and (b) the accrual of original issue discount allocable
to each remaining Bond of such class (or the remaining unpaid principal balance
of a partially redeemed Random Lot Bond after a payment of principal has been
received) will be adjusted by reducing the present value of the remaining
payments on such class and the adjusted issue price of such class to the extent
attributable to the portion of the unpaid principal balance thereof that was
distributed. The Depositor believes that the foregoing treatment is consistent
with the "pro rata prepayment" rules of the OID Regulations, but with the rate
of accrual of original issue discount determined based on the Prepayment
Assumption for the class as a whole. Investors are advised to consult their tax
advisors as to this treatment.
Acquisition Premium
A purchaser of a Bond at a price greater than its adjusted issue price but
less than its stated redemption price at maturity will be required to include
in gross income the daily portions of the original issue discount on the Bond
reduced pro rata by a fraction, the numerator of which is the excess of its
purchase price over such adjusted issue price and the denominator of which is
the excess of the remaining stated redemption price at maturity over the
adjusted issue price. Alternatively, such a subsequent purchaser may elect to
treat all such acquisition premium under the constant yield method, as
described below under the heading "Election to Treat All Interest Under the
Constant Yield Method."
Variable Rate Bonds
Bonds may provide for interest based on a variable rate. Under the OID
Regulations, interest is treated as payable at a variable rate if, generally,
(i) the issue price does not exceed the original principal balance by more than
a specified amount and (ii) the interest compounds or is payable at least
annually at current values of (a) one or more "qualified floating rates", (b) a
single fixed rate and one or more qualified floating rates, (c) a single
"objective rate", or (d) a single fixed rate and a single objective rate that
is a "qualified inverse floating rate". A floating rate is a qualified floating
rate if variations in the rate can reasonably be expected to measure
contemporaneous variations in the
106
<PAGE>
cost of newly borrowed funds, where such rate is subject to a fixed multiple
that is greater than 0.65, but not more than 1.35. Such rate may also be
increased or decreased by a fixed spread or subject to a fixed cap or floor, or
a cap or floor that is not reasonably expected as of the issue date to affect
the yield of the instrument significantly. An objective rate (other than a
qualified floating rate) is a rate that is determined using a single fixed
formula and that is based on objective financial or economic information,
provided that such information is not (i) within the control of the issuer or a
related party or (ii) unique to the circumstances of the issuer or a related
party. A qualified inverse floating rate is a rate equal to a fixed rate minus
a qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds; an inverse floating rate that is not a
qualified floating rate may nevertheless be an objective rate. A class of Bonds
may be issued under this Prospectus that does not have a variable rate under
the OID Regulations, for example, a class that bears different rates at
different times during the period it is outstanding such that it is considered
significantly "front-loaded" or "back-loaded" within the meaning of the OID
Regulations. It is possible that such a class may be considered to bear
"contingent interest" within the meaning of the OID Regulations. The OID
Regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to Bonds. However, if final regulations dealing with
contingent interest with respect to Bonds apply the same principles as the OID
Regulations, such regulations may lead to different timing of income inclusion
than would be the case under the OID Regulations. Furthermore, application of
such principles could lead to the characterization of gain on the sale of
contingent interest Bonds as ordinary income. The applicable Prospectus
Supplement will describe whether any Class of Bonds of a series may be subject
to rules similar to the "contingent interest" rule of the OID Regulations.
Investors should consult their tax advisors regarding the appropriate treatment
of any Bond that does not pay interest at a fixed rate or variable rate as
described in this paragraph.
The amount of original issue discount with respect to a Bond bearing a
variable rate of interest will accrue in the manner described above under
"Original Issue Discount" with the yield to maturity and future payments on
such Bond generally to be determined by assuming that interest will be payable
for the life of the Bond based on the initial rate (or, if different, the value
of the applicable variable rate as of the pricing date) for the relevant class.
It is anticipated that the Indenture Trustee will treat such variable interest
as qualified stated interest, other than variable interest on an interest-only
or super-premium class, which will be treated as non-qualified stated interest
includible in the stated redemption price at maturity, or that the Indenture
Trustee will treat such variable interest in such other manner as specified in
the related Prospectus Supplement. Ordinary income reportable for any period
will be adjusted based on subsequent changes in the applicable interest rate
index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, it is anticipated that the Indenture Trustee will
treat Bonds bearing an interest rate that is a weighted average of the net
interest rates on Mortgage Loans having fixed or adjustable rates, as having
qualified stated interest, except to the extent that initial "teaser" rates
cause sufficiently "back-loaded" interest to create more than de minimis
original issue discount. The yield on such Bonds for purposes of accruing
original issue discount will be a hypothetical fixed rate based on the fixed
rates, in the case of fixed rate Mortgage Loans, and initial "teaser rates"
followed by fully indexed rates, in the case of adjustable rate Mortgage Loans.
In the case of adjustable rate Mortgage
107
<PAGE>
Loans, the applicable index used to compute interest on the Mortgage Loans in
effect on the pricing date (or possibly the issue date) will be deemed to be in
effect beginning with the period in which the first weighted average adjustment
date occurring after the issue date occurs. Adjustments will be made in each
accrual period either increasing or decreasing the amount of ordinary income
reportable to reflect the actual interest rate on the Bonds.
Market Discount
A purchaser of a Bond also may be subject to the market discount rules of
Code Section 1276 through 1278. Under these Code sections and the principles
applied by the OID Regulations in the context of original issue discount,
"market discount" is the amount by which the purchaser's original basis in the
Bond (i) is exceeded by the then-current principal amount of the Bond or (ii)
in the case of a Bond having original issue discount, is exceeded by the
adjusted issue price of such Bond at the time of purchase. Such purchaser
generally will be required to recognize ordinary income to the extent of
accrued market discount on such Bond as payments includible in the stated
redemption price at maturity thereof are received, in an amount not exceeding
any such payment. Such market discount would accrue in a manner to be provided
in Treasury regulations and should take into account the Prepayment Assumption.
The Conference Committee Report to the 1986 Act provides that until such
regulations are issued, such market discount would accrue either (i) on the
basis of a constant interest rate or (ii) in the ratio of stated interest
allocable to the relevant period to the sum of the interest for such period
plus the remaining interest as of the end of such period, or in the case of a
Bond issued with original issue discount, in the ratio of original issue
discount accrued for the relevant period to the sum of the original issue
discount accrued for such period plus the remaining original issue discount as
of the end of such period. Such purchaser also generally will be required to
treat a portion of any gain on a sale or exchange of the Bond as ordinary
income to the extent of the market discount accrued to the date of disposition
under one of the foregoing methods, less any accrued market discount previously
reported as ordinary income as partial payments in reduction of the stated
redemption price at maturity were received. Such purchaser will be required to
defer deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a Bond over the interest payable
thereon. The deferred portion of such interest expense in any taxable year
generally will not exceed the accrued market discount on the Bond for such
year. Any such deferred interest expense is, in general, allowed as a deduction
not later than the year in which the related market discount income is
recognized or the Bond is disposed of. As an alternative to the inclusion of
market discount in income on the foregoing basis, the Bondholder may elect to
include market discount in income currently as it accrues on all market
discount instruments acquired by such Bondholder in that taxable year or
thereafter, in which case the interest deferral rule will not apply. See
"Election to Treat All Interest Under the Constant Yield Method" below
regarding an alternative manner in which such election may be deemed to be
made.
Market discount with respect to a Bond will be considered to be zero if such
market discount is less than 0.25% of the remaining stated redemption price at
maturity of such Bond multiplied by the weighted average maturity of the Bond
(determined as described above in the third paragraph under "Original Issue
Discount") remaining after the date of purchase. It appears that de minimis
market discount would be reported in a manner similar to de minimis original
issue discount. See "Original Issue Discount" above. Treasury regulations
implementing the market discount rules have not yet
108
<PAGE>
been issued, and therefore investors should consult their own tax advisors
regarding the application of these rules. Investors should also consult Revenue
Procedure 92-67 concerning the elections to include market discount in income
currently and to accrue market discount on the basis of the constant yield
method.
Premium
A Bond purchased at a cost greater than its remaining stated redemption price
at maturity generally is considered to be purchased at a premium. If the
Bondholder holds such Bond as a "capital asset" within the meaning of Code
Section 1221, the Bondholder may elect under Code Section 171 to amortize such
premium under the constant yield method. Final Treasury regulations applicable
to amortizable bond premiums do not by their terms apply to prepayable
obligations such as the Bonds. However, the Conference Committee Report to the
1986 Act indicates a Congressional intent that the same rules that will apply
to the accrual of market discount on installment obligations will also apply to
amortizing bond premium under Code Section 171 on installment obligations such
as the Bonds, although it is unclear whether the alternatives to the constant
yield method described above under "Market Discount" are available. Amortizable
bond premium will be treated as an offset to interest income on a Bond rather
than as a separate deduction item. See "Election to Treat All Interest Under
the Constant Yield Method" below regarding an alternative manner in which the
Code Section 171 election may be deemed to be made.
Election to Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a Bond may elect to treat all interest
that accrues on the instrument using the constant yield method, with none of
the interest being treated as qualified stated interest. For purposes of
applying the constant yield method to a debt instrument subject to such an
election, (i) "interest" includes stated interest, original issue discount, de
minimis original issue discount, market discount and de minimis market
discount, as adjusted by any amortizable bond premium or acquisition premium
and (ii) the debt instrument is treated as if the instrument were issued on the
holder's acquisition date in the amount of the holder's adjusted basis
immediately after acquisition. It is unclear whether, for this purpose, the
initial Prepayment Assumption would continue to apply or if a new prepayment
assumption as of the date of the holder's acquisition would apply. A holder
generally may make such an election on an instrument by instrument basis or for
a class or group of debt instruments. However, if the holder makes such an
election with respect to a debt instrument with amortizable bond premium or
with market discount, the holder is deemed to have made elections to amortize
bond premium or to report market discount income currently as it accrues under
the constant yield method, respectively, for all debt instruments acquired by
the holder in the same taxable year or thereafter. The election is made on the
holder's federal income tax return for the year in which the debt instrument is
acquired and is irrevocable except with the approval of the Service. Investors
should consult their own tax advisors regarding the advisability of making such
an election.
Sale or Exchange of Bonds
If a Bondholder sells or exchanges a Bond, the Bondholder will recognize gain
or loss equal to the difference, if any, between the amount received and its
adjusted basis in the Bond. The adjusted
109
<PAGE>
basis of a Bond generally will equal the cost of the Bond to the seller,
increased by any original issue discount or market discount previously included
in the seller's gross income with respect to the Bond and reduced by amounts
included in the stated redemption price at maturity of the Bond that were
previously received by the seller, by any amortized premium and by previously
recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a Bond
realized by an investor who holds the Bond as a capital asset will be capital
gain or loss and will be long-term or short-term depending on whether the Bond
has been held for the applicable holding period (described below). Such gain
will be treated as ordinary income (i) if a Bond is held as part of a
"conversion transaction" as defined in Code Section 1258(c), up to the amount
of interest that would have accrued on the Bondholder's net investment in the
conversion transaction at 120% of the appropriate applicable Federal rate under
Code Section 1274(d) in effect at the time the taxpayer entered into the
transaction minus any amount previously treated as ordinary income with respect
to any prior payment of property that was held as a part of such transaction,
or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer
has made an election under Code Section 163(d)(4) to have net capital gains
taxed as investment income at ordinary rates. In addition, gain or loss
recognized from the sale of a Bond by certain banks or thrift institutions will
be treated as ordinary income or loss pursuant to Code Section 582(c). Long-
term capital gains of certain non-corporate taxpayers generally are subject to
a lower maximum tax rate (20%) than ordinary income of such taxpayers (39.6%)
for property held for more than one year. The maximum tax rate for corporations
is the same with respect to both ordinary income and capital gains.
Treatment of Losses
Holders of Bonds will be required to report original issue discount, if any,
and accrued method holders will be required to report interest income with
respect to Bonds as such amounts accrue, without giving effect to delays or
reductions in payments attributable to defaults or delinquencies on the
Mortgage Loans allocable to a particular class of Bonds, except to the extent
it can be established that such losses are uncollectible. Accordingly, the
holder of a Bond may have income, or may incur a diminution in cash flow as a
result of a default or delinquency, but may not be able to take a deduction
(subject to the discussion below) for the corresponding loss until a subsequent
taxable year. In this regard, investors are cautioned that while they may
generally cease to accrue interest income if it reasonably appears that the
interest will be uncollectible, the Service may take the position that original
issue discount must continue to be accrued in spite of its uncollectibility
until the debt instrument is disposed of in a taxable transaction or becomes
worthless in accordance with the rules of Code Section 166.
It appears that holders of Bonds that are corporations or that otherwise hold
the Bonds in connection with a trade or business should in general be allowed
to deduct as an ordinary loss any such loss sustained during the taxable year
on account of any such Bonds becoming wholly or partially worthless, and that,
in general, holders of Bonds that are not corporations and do not hold the
Bonds in connection with a trade or business will be allowed to deduct as a
short-term capital loss any loss with respect to principal sustained during the
taxable year on account of a portion of any class or subclass of such Bonds
becoming wholly worthless. Although the matter is not free from doubt, non-
corporate holders of Bonds should be allowed a bad debt deduction at such time
as the
110
<PAGE>
principal balance of any class or subclass of such Bonds is reduced to reflect
losses resulting from any liquidated Mortgage Loans. The Service, however,
could take the position that non-corporate holders will be allowed a bad debt
deduction to reflect such losses only after all Mortgage Loans remaining as
part of the Collateral have been liquidated or such class of Bonds has been
otherwise retired. The Service could also assert that losses on the Bonds are
deductible based on some other method that may defer such deductions for all
holders, such as reducing future cash flow for purposes of computing original
issue discount. This may have the effect of creating "negative" original issue
discount which would be deductible only against future positive original issue
discount or otherwise upon termination of the class. Holders of Bonds are urged
to consult their own tax advisors regarding the appropriate timing, amount and
character of any loss sustained with respect to such Bonds. While losses
attributable to interest previously reported as income should be deductible as
ordinary losses by both corporate and non-corporate holders, the Internal
Revenue Service may take the position that losses attributable to accrued
original issue discount may only be deducted as short-term capital losses by
non-corporate holders not engaged in a trade or business. Special loss rules
are applicable to banks and thrift institutions, including rules regarding
reserves for bad debts. Such taxpayers are advised to consult their tax
advisors regarding the treatment of losses on Bonds.
Taxation of Certain Foreign Investors
Interest, including original issue discount, payable to Bondholders who are
non-resident aliens, foreign corporations, or other Non-U.S. Persons (as
defined below), will be considered "portfolio interest" and, therefore,
generally will not be subject to 30% United States withholding tax, provided
that such Non-U.S. Person (i) is not a "10-percent shareholder" within the
meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation
described in Code Section 881(c)(3)(C) with respect to ICCMIC and (ii) provides
the Indenture Trustee, or the person who would otherwise be required to
withhold tax from such payments under Code Section 1441 or 1442, with an
appropriate certification, signed under penalties of perjury, identifying the
beneficial owner and stating, among other things, that the beneficial owner of
the Bond is a Non-U.S. Person. If such certification, or any other required
statement, is not provided, 30% withholding will apply unless reduced or
eliminated pursuant to an applicable tax treaty or unless the interest on the
Bond is effectively connected with the conduct of a trade or business within
the United States by such Non-U.S. Person. In the latter case, such Non-U.S.
Person will be subject to United States federal income tax at regular rates.
Investors who are Non-U.S. Persons should consult their own tax advisors
regarding the specific tax consequences to them of owning a Bond. The term
"Non-U.S. Person" means any person who is not a U.S. Person. The term "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership (except as provided in applicable Treasury regulations) or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, an estate that is subject to United States
federal income tax regardless of the source of its income or a trust if a court
within the United States is able to exercise primary supervision over the
administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996 which are eligible to elect to be treated as U.S. Persons).
The Service recently issued final regulations (the "New Regulations") which
would provide alternative methods of satisfying the beneficial ownership
certification requirement described above. The New Regulations are effective
January 1, 2000, although valid withholding certificates that are
111
<PAGE>
held on December 31, 1999, remain valid until the earlier of December 31, 2000
or the due date of expiration of the certificate under the rules as currently
in effect. The New Regulations would require, in the case of Bonds held by a
foreign partnership, that (x) the certification described above be provided by
the partners rather than by the foreign partnership and (y) the partnership
provide certain information, including a United States taxpayer identification
number. A look-through rule would apply in the case of tiered partnerships.
Non-U.S. Persons should consult their own tax advisors concerning the
application of the certification requirements in the New Regulations.
Backup Withholding
Payments made on the Bonds, and proceeds from the sale of the Bonds to or
through certain brokers, may be subject to a "backup" withholding tax under
Code Section 3406 of 31% on "reportable payments" (including interest payments,
original issue discount, and, under certain circumstances, principal payments)
unless the Bondholder complies with certain reporting and/or certification
procedures, including the provision of its taxpayer identification number to
the Indenture Trustee, its agent or the broker who effected the sale of the
Bond, or such Bondholder is otherwise an exempt recipient under applicable
provisions of the Code. Any amounts to be withheld from payment on the Bonds
would be refunded by the Service or allowed as a credit against the
Bondholder's federal income tax liability. The New Regulations change certain
of the rules relating to certain presumptions currently available relating to
information reporting and backup withholding. Non-U.S. Persons are urged to
contact their own tax advisors regarding the application to them of backup
withholding and information reporting.
Reporting Requirements
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of market discount will be made annually to
the Service and to individuals, estates, non-exempt and non-charitable trusts,
and partnerships who are either holders of record of Bonds or beneficial owners
who own Bonds through a broker or middleman as nominee. All brokers, nominees
and all other non-exempt holders of record of Bonds (including corporations,
non-calendar year taxpayers, securities or commodities dealers, real estate
investment trusts, investment companies, common trust funds, thrift
institutions and charitable trusts) may request such information for any
calendar quarter by telephone or in writing by contacting the person designated
in Internal Revenue Service Publication 938 with respect to a particular Series
of Bonds. Holders through nominees must request such information from the
nominee.
THE FEDERAL TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A BONDHOLDER'S
PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE BONDS, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN
FEDERAL OR OTHER TAX LAWS.
112
<PAGE>
STATE TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state income
tax consequences of the acquisition, ownership, and disposition of the Offered
Bonds. State income tax law may differ substantially from the corresponding
federal law, and this discussion does not purport to describe any aspect of the
income tax laws of any state. Therefore, potential investors should consult
their own tax advisors with respect to the various tax consequences of
investments in the Offered Bonds.
CERTAIN ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
impose certain restrictions on (a) employee benefit plans (as defined in
Section 3(3) of ERISA), (b) plans described in Section 4975(e)(1) of the Code,
including individual retirement accounts or Keogh plans, (c) any entities whose
underlying assets include plan assets by reason of a plan's investment in such
entities (each of (a), (b) and (c), a "Plan") and (d) persons who have certain
specified relationships to such Plans ("Parties in Interest" under ERISA and
"Disqualified Persons" under the Code). Moreover, based on the reasoning of the
United States Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and
Sav. Bank, 114 S. Ct. 517 (1993), a life insurance company's general account
may be deemed to include assets of the Plans investing in the general account
(e.g., through the purchase of an annuity contract), and the insurance company
might be treated as a Party in Interest with respect to a Plan by virtue of
such investment. ERISA also imposes certain duties on persons who are
fiduciaries of Plans subject to ERISA and prohibits certain transactions
between a Plan and Parties in Interest or Disqualified Persons with respect to
such Plans.
A fiduciary of any Plan should carefully review with its legal and other
advisors whether the purchase or holding of the Bonds could give rise to a
transaction prohibited or otherwise impermissible under ERISA or the Code, and
should refer to "Certain ERISA Considerations" in the related Prospectus
Supplement regarding any restrictions on the purchase and/or holding of the
Bonds offered thereby.
Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33)
of ERISA) are not subject to the prohibited transaction provisions of ERISA and
Section 4975 of the Code. Accordingly, assets of such plans may, subject to the
provisions of any other applicable federal and state law, be invested in the
Bonds of any Series without regard to the ERISA considerations described
herein. It should be noted, however, that any such plan that is qualified and
exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to
the prohibited transaction rules set forth in Section 503 of the Code.
The sale of Bonds to a Plan is in no respect a representation by the
Depositor or the Underwriter that this investment meets all relevant legal
requirements with respect to investments by Plans generally or by any
particular Plan, or that this investment is appropriate for Plans generally or
for any particular Plan.
113
<PAGE>
LEGAL INVESTMENT
The Offered Bonds will constitute "mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA"),
only if so specified in the related Prospectus Supplement. The appropriate
characterization of those Bonds not qualifying as "mortgage related securities"
("Non-SMMEA Bonds") under various legal investment restrictions, and thus the
ability of investors subject to these restrictions to purchase such Bonds, may
be subject to significant interpretive uncertainties. Accordingly, investors
whose investment authority is subject to legal restrictions should consult
their own legal advisors to determine whether and to what extent the Non-SMMEA
Bonds constitute legal investments for them.
Generally, only classes of Offered Bonds that (i) are rated in one of the two
highest rating categories by one or more Rating Agencies and (ii) are part of a
Series secured by a pledge of Mortgage Loans of an Owner Trust, provided the
underlying Mortgage Loans are secured by first liens and were originated by
certain types of Originators as specified in SMMEA, will be "mortgage related
securities" for purposes of SMMEA. As "mortgage related securities," such
classes will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts and business entities (including
depository institutions, insurance companies, trustees and pension funds)
created pursuant to or existing under the laws of the United States or of any
state (including the District of Columbia and Puerto Rico) whose authorized
investments are subject to state regulation to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
constitute legal investments for such entities. Under SMMEA, a number of states
enacted legislation on or before the October 3, 1991 cut-off established by
SMMEA for such enactments, limiting to various extents the ability of certain
entities (in particular, insurance companies) to invest in "mortgage related
securities" secured by first liens on residential, or mixed residential and
commercial properties, in most cases by requiring the affected investors to
rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of
the Riegle Community Development and Regulatory Improvement Act of 1994, which
amended the definition of "mortgage related security" (effective December 31,
1996) to include, in relevant part, Offered Bonds satisfying the rating, first
lien and qualified originator requirements for "mortgage related securities,"
but secured by a pledge of Mortgage Loans of an Owner Trust consisting, in
whole or in part, of first liens on one or more parcels of real estate upon
which are located one or more commercial structures, states were authorized to
enact legislation, on or before September 23, 2001, specifically referring to
Section 347 and prohibiting or restricting the purchase, holding or investment
by state regulated entities in such types of Bonds. Section 347 also provides
that the enactment by a state of any such legislative restrictions shall not
affect the validity of any contractual commitment to purchase, hold or invest
in securities qualifying as "mortgage related securities" solely by reason of
Section 347 that was made, and shall not require the sale or disposition of any
securities acquired, prior to the enactment of such state legislation.
Accordingly, the investors affected by such legislation, when and if enacted,
will be authorized to invest in Offered Bonds qualifying as "mortgage related
securities" only to the extent provided in such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage
related securities" without limitation as to the percentage of
114
<PAGE>
their assets represented thereby, federal credit unions may invest in such
securities, and national banks may purchase such securities for their own
account without regard to the limitations generally applicable to investment
securities set forth in 12 U.S.C. (S) 24 (Seventh), subject in each case to
such regulations as the applicable federal regulatory authority may prescribe.
In this connection, the Office of the Comptroller of the Currency (the "OCC")
has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell
for their own account, without limitation as to a percentage of the bank's
capital and surplus (but subject to compliance with certain general standards
in 12 C.F.R. (S) 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. (S) 1.2(1) to
include certain "commercial mortgage-related securities" and "residential
mortgage-related securities." As so defined, "commercial mortgage-related
security" and "residential mortgage-related security" mean, in relevant part,
"mortgage related security" within the meaning of SMMEA, provided that, in the
case of a "commercial mortgage-related security," it "represents ownership of a
promissory note or certificate of interest or participation that is directly
secured by a first lien on one or more parcels of real estate upon which one or
more commercial structures are located and that is fully secured by interests
in a pool of loans to numerous obligors." In the absence of any rule or
administrative interpretation by the OCC defining the term "numerous obligors,"
no representation is made as to whether any class of Offered Bonds will qualify
as "commercial mortgage-related securities," and thus as "Type IV securities,"
for investment by national banks. The National Credit Union Administration (the
"NCUA") has adopted rules, codified at 12 C.F.R. Part 703, which permit federal
credit unions to invest in "mortgage related securities" under certain limited
circumstances, other than stripped mortgage related securities, residual
interests in mortgage related securities, and commercial mortgage related
securities, unless the credit union has obtained written approval from the NCUA
to participate in the "investment pilot program" described in 12 C.F.R. (S)
703.140. The Office of Thrift Supervision (the "OTS") has issued Thrift
Bulletin 13a (December 1, 1998), "Management of Interest Rate Risk, Investment
Securities, and Derivatives Activities," which thrift institutions subject to
the jurisdiction of the OTS should consider before investing in any of the
Offered Bonds.
All depository institutions considering an investment in the Offered Bonds
should review the "Supervisory Policy Statement on Investment Securities and
End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal
Financial Institutions Examination Council, which has been adopted by the Board
of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the OCC and the OTS, effective May 26, 1998, and by the NCUA,
effective October 1, 1998. The 1998 Policy Statement sets forth general
guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.
Institutions whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by such authorities before purchasing any class of the Offered
Bonds, as certain classes may be deemed to be unsuitable investments, or may
otherwise be restricted, under such rules, policies or guidelines (in certain
instances irrespective of SMMEA).
The foregoing does not take into consideration the applicability of statutes,
rules, regulations, orders, guidelines or agreements generally governing
investments made by a particular investor, including, but not limited to,
"prudent investor" provisions, percentage-of-assets limits, provisions
115
<PAGE>
which may restrict or prohibit investment in securities which are not "interest
bearing" or "income paying," and, with regard to any class of the Offered Bonds
issued in book-entry form, provisions which may restrict or prohibit
investments in securities which are issued in book-entry form.
Except as to the status of certain classes of Offered Bonds as "mortgage
related securities," no representations are made as to the proper
characterization of any class of Offered Bonds for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase any class of Offered Bonds under
applicable legal investment restrictions. These uncertainties (and any
unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the Offered Bonds) may adversely
affect the liquidity of the Offered Bonds.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Offered Bonds of any class
constitute legal investments or are subject to investment, capital or other
restrictions and, if applicable, whether SMMEA has been overridden in any
jurisdiction relevant to such investor.
PLAN OF DISTRIBUTION
The Offered Bonds offered hereby will be offered in Series. The payment of
the Bonds may be effected from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices to be determined at the time of sale or at the time of
commitment therefor. If so specified in the related Prospectus Supplement, the
Offered Bonds will be distributed in a firm commitment underwriting, subject to
the terms and conditions of the underwriting agreement, by an underwriter or
underwriters named therein. In such event, the Prospectus Supplement may also
specify that the underwriters will not be obligated to pay for any Offered
Bonds agreed to be purchased by purchasers pursuant to purchase agreements
acceptable to the Depositor. In connection with the sale of Offered Bonds,
underwriters may receive compensation from the Depositor or from purchasers of
Offered Bonds in the form of discounts, concessions or commissions.
Alternatively, the Prospectus Supplement may specify that Offered Bonds will
be distributed by an underwriter acting as agent or in some cases as principal
with respect to Offered Bonds that it has previously purchased or agreed to
purchase. If the underwriter acts as agent in the sale of Offered Bonds, the
underwriter will receive a selling commission with respect to such Offered
Bonds, depending on market conditions, expressed as a percentage of the
aggregate Bond Principal Amount or notional amount of such Offered Bonds as of
the Cut-off Date. The exact percentage for each Series of Bonds will be
disclosed in the related Prospectus Supplement. To the extent that the
underwriter elects to purchase Offered Bonds as principal, the underwriter may
realize losses or profits based upon the difference between its purchase price
and the sales price. The Prospectus Supplement with respect to any Series
offered other than through underwriters will contain information regarding the
nature of such offering and any agreements to be entered into between the
Depositor and purchasers of Offered Bonds of such Series.
The Depositor will indemnify any underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or will
contribute to payments any underwriters may be required to make in respect
thereof.
116
<PAGE>
In the ordinary course of business, the Depositor and any such underwriter,
agent or purchaser may engage in various securities and financing transactions,
including secured borrowings, off-balance sheet swaps or repurchase agreements
to provide interim financing of the Depositor's mortgage loans pending the sale
of such mortgage loans or interests therein, including the Bonds.
Offered Bonds will be sold primarily to institutional investors. Purchasers
of Offered Bonds, including dealers, may, depending on the facts and
circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with reoffers and sales by
them of Offered Bonds. Bondholders should consult with their legal advisors in
this regard prior to any such reoffer or sale.
If and to the extent required by applicable law or regulation, this
Prospectus will be used by Imperial Capital Group, LLC, an affiliate of the
Depositor, in connection with offers and sales related to market-making
transactions in the Offered Bonds previously offered hereunder in transactions
in which Imperial Capital Group, LLC acts as principal. Imperial Capital Group,
LLC may also act as agent in such transactions. Sales may be made at negotiated
prices determined at the time of sale.
LEGAL MATTERS
The validity of the Bonds and certain federal income tax consequences of
investing in the Bonds will be passed upon for the Depositor by Cadwalader,
Wickersham & Taft, New York, New York.
FINANCIAL INFORMATION
A new Issuer will be formed with respect to each Series of Bonds and no
Issuer will engage in any business activities or have any assets or obligations
prior to the issuance of the related Series of Bonds. Accordingly, no financial
statements with respect to any Issuer will be included in this Prospectus or in
the related Prospectus Supplement.
RATING
It is a condition to the issuance of any class of Offered Bonds that they
shall have been rated not lower than investment grade, that is, in one of the
four highest rating categories, by a Rating Agency.
Ratings on mortgage-backed securities address the likelihood of receipt by
Bondholders of all payments on the underlying mortgage loans. These ratings
address the structural, legal and issuer-related aspects associated with such
securities, the nature of the underlying mortgage loans and the credit quality
of the guarantor, if any. Ratings on mortgage-backed securities do not
represent any assessment of the likelihood of principal prepayments by
Mortgagors or of the degree by which such prepayments might differ from those
originally anticipated. As a result, Bondholders might suffer a lower than
anticipated yield, and, in addition, holders of Interest Only Bonds in extreme
cases might fail to recoup their initial investments.
A security rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.
117
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
Page on which
term is first
defined in the
Term Prospectus
- ---- --------------
--1--
<S> <C>
1998 Policy Statement............................................ 115
--A--
Accounts......................................................... 63
accreted value................................................... 27
Accrual Bonds.................................................... 15
Accrued Bond Interest............................................ 51
ACMs............................................................. 95
ADA.............................................................. 100
Administration Agreement......................................... 59
Administrator.................................................... 82
Agreements....................................................... 16
ARM Loans........................................................ 41
Asset Seller..................................................... 36
Available Payment Amount......................................... 50
--B--
Balloon Payment Loans............................................ 30
Bankruptcy Code.................................................. 27
Beneficial Owners................................................ 58
Bond............................................................. 59
Bond Principal Amount............................................ 52
Bondholder....................................................... 58
Bondholders...................................................... 35
Bonds............................................................ 1, 10
Book-Entry Bonds................................................. 50
--C--
Cash Flow Agreements............................................. 1, 14
Cede............................................................. 8
CERCLA........................................................... 33
Code............................................................. 20
Collateral....................................................... 1
Commercial Loans................................................. 37
Commercial Properties............................................ 11, 37
Commission....................................................... 8
Covered Trust.................................................... 32
CPR.............................................................. 46
Credit Support................................................... 1, 13
Crime Control Act................................................ 101
Cut-off Date..................................................... 30
--D--
Debt Service Coverage Ratio...................................... 39
Definitive Bonds................................................. 35
Deposit Trust Agreement.......................................... 59, 15
</TABLE>
118
<PAGE>
<TABLE>
<S> <C>
Depositor................................................................. 1, 36
Derivative Contract....................................................... 35
Determination Date........................................................ 50
Disqualified Persons...................................................... 113
Disqualifying Condition................................................... 98
DTC....................................................................... 8
Due Period................................................................ 54
--E--
Environmental Condition................................................... 33
Environmental Hazard Condition............................................ 97
Equity Participations..................................................... 42
ERISA..................................................................... 20
Exchange Act.............................................................. 8
</TABLE>
--F--
<TABLE>
<S> <C>
FDIC.................................................................. 63
Fixed Rate Bonds...................................................... 49
Floating Rate Bonds................................................... 49
--H--
Hazardous Materials................................................... 98
--I--
ICCMIC................................................................ 10
Indenture............................................................. 15, 49
Indenture Trustee..................................................... 10
Indirect Participants................................................. 58
Insurance Proceeds.................................................... 63
Interest Only Bonds................................................... 15
Issuer................................................................ 10
Issuer Event of Default............................................... 77
Index................................................................. 25
--L--
L/C Bank.............................................................. 83
Lease................................................................. 8
Lease Assignment...................................................... 1
Lender Liability Act.................................................. 96
Lessee................................................................ 11
Liquidation Proceeds.................................................. 63
Loan-to-Value Ratio................................................... 41
Lock-out Date......................................................... 42
Lock-out Period....................................................... 42
--M--
Master Servicer....................................................... 10
Mortgage Interest Rate................................................ 12
Mortgage Loans........................................................ 1, 11, 36
Mortgage Notes........................................................ 37
Mortgaged Properties.................................................. 11
Mortgages............................................................. 37
Mortgagor............................................................. 85
Multifamily Loans..................................................... 37
Multifamily Properties................................................ 37
</TABLE>
119
<PAGE>
--N--
<TABLE>
<S> <C>
NCUA........................................................................ 115
Net Operating Income........................................................ 39
New Regulations............................................................. 111
Nonrecoverable Advance...................................................... 53
Non-SMMEA Bonds............................................................. 114
Non-U.S. Person............................................................. 111
Notice of Default........................................................... 77
--O--
OCC......................................................................... 115
Offered Bonds............................................................... 1
OID Regulations............................................................. 104
original issue discount..................................................... 30
Originator.................................................................. 37
Owner Trust................................................................. 1
Owner Trustee............................................................... 59
--P--
Participants................................................................ 57
Parties in Interest......................................................... 113
Payment Account............................................................. 65
Payment Date................................................................ 16
Permitted Investments....................................................... 63
Plan........................................................................ 20
Prepayment Assumption....................................................... 105
Prepayment Premium.......................................................... 42
Principal Only Bonds........................................................ 15
Proceeding.................................................................. 79
Purchase Price.............................................................. 62
--R--
Random Lot Bonds............................................................ 104
Rating Agency............................................................... 20
RCRA........................................................................ 96
Record Date................................................................. 50
Redemption Price............................................................ 18
Refinance Loans............................................................. 41
REIT........................................................................ 102
Related Proceeds............................................................ 53
Release Price............................................................... 61
Relief Act.................................................................. 101
REO Proceeds................................................................ 64
REO Property................................................................ 55
Retained Interest........................................................... 71
RICO........................................................................ 101
--S--
Secured-Creditor Exemption.................................................. 34
Senior Bonds................................................................ 15
Sequential Pay Bonds........................................................ 49
Series...................................................................... 1
Service..................................................................... 102
Servicer.................................................................... 17
</TABLE>
120
<PAGE>
<TABLE>
<S> <C>
Servicer Event of Default................................................... 73
Servicing Standard.......................................................... 66
Servicing Agreement......................................................... 59
Servicing Transfer Event.................................................... 66
SMMEA....................................................................... 114
Special Redemption Date..................................................... 18
Special Servicer............................................................ 10
Specially Serviced Mortgage Loan............................................ 66
Stated Maturity............................................................. 17
Subordinate Bonds........................................................... 15
--T--
TIA......................................................................... 10
Title V..................................................................... 99
TMP......................................................................... 102
Trust Assets................................................................ 7
</TABLE>
--U--
<TABLE>
<S> <C>
U.S. Environmental Lien.................................................. 105
U.S. Person.............................................................. 111
UCC...................................................................... 57
--V--
Value.................................................................... 41
Voting Rights............................................................ 35
--W--
Warranting Party......................................................... 61, 22
</TABLE>
121
<PAGE>
The attached diskette contains a spreadsheet file (the "Spreadsheet File")
that can be put on a user-specified hard drive or network drive. This file is
"ICCMAC Series 1999-1". The file is a Microsoft Excel/1/ 97 & 95/5.0 version.
The file provides, in electronic format, certain statistical information with
respect to the Mortgage Loans. Defined terms used in the Spreadsheet Files but
not otherwise defined therein shall have the respective meanings assigned to
them in this prospectus supplement. All the information contained in the
Spreadsheet File is subject to the same limitations and qualifications
contained in this prospectus supplement and the accompanying prospectus.
Prospective investors are strongly urged to read this prospectus supplement in
its entirety prior to accessing the Spreadsheet File.
- --------
/1/Microsoft Excel is a registered trademark of Microsoft Corporation.
<PAGE>
Prospective investors are advised to read carefully, and should rely solely
on, the final prospectus supplement ("Prospectus Supplement") and prospectus
("Prospectus") relating to the Bonds referred to below in making their
investment decision.
The information contained in this diskette is a part of the Prospectus
Supplement dated March 5, 1999 to the Prospectus dated February 19, 1999,
(collectively, the "Prospectus"), relating to the ICCMAC Multifamily and
Commercial Trust 1999-1, Collateralized Mortgage Bonds, Series 1999-1 (the
"Bonds").
Prospective Investors are cautioned that neither the paper portion of this
Prospectus nor this diskette, taken alone, includes all the relevant information
relating to the underlying mortgage loans and the Bonds and the information
contained in this diskette should be reviewed only in conjunction with a careful
review of the Prospectus. Particular attention should be paid to the risks and
special considerations associated with an investment in the Bonds described in
the paper portion the Prospectus. The information contained in this diskette
should not be viewed as projections, forecasts, predictions or opinions with
respect to value.
Prior to making any investment decision, a prospective investor shall
receive and should carefully review the Prospectus. NOTHING IN THIS DISKETTE
SHOULD BE CONSIDERED AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
BONDS.
<PAGE>
It is anticipated that prior to the closing date the following loans will be
removed from the mortgage pool:
Loan Id
- -------
27630013290
21630013476
21630013527
21630013673
21630013785
21630013799
21630013814
21720014073
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
21700011060 7042-48 SOPHIA ST. Van Nuys CA 91413 Commercial
22630011247 17717 SCHERZINGER LN Santa Clarita CA 91351 Multifamily
21700011808 830 W. WILLOW AVE. Long Beach CA 90806 Commercial
25630011929 465 E. HAYDEN AVENUE Hayden Lake ID 83835 Multifamily
26630012473 1871-1875 WILLAMETTE FALLS DR West Linn OR 97068 Commercial
26700012569 12795 SW THIRD STREET Beaverton OR 97005 Commercial
21700012620 18525 SHERMAN WAY Reseda CA 91335 Commercial
22630012726 1220-1230 CEDAR AVENUE Long Beach CA 90813 Multifamily
21630012785 526 S. UNION AVE Los Angeles CA 90017 Multifamily
21630012904 6917 PLASKA AVENUE Huntington Park CA 90255 Multifamily
22630012924 927 MAGNOLIA AVENUE Long Beach CA 90813 Multifamily
21630012928 19136 SHERMAN WAY Reseda CA 91335 Multifamily
26700012929 3811,15,17,19,23,AND 25 SE BELMONT ST Portland OR 97214 Commercial
21630012954 10220 S. BROADWAY Los Angeles CA 90003 Multifamily
21630012959 1113-1119 PACIFIC AVE Long Beach CA 90813 Multifamily
21630012960 950 NORTH ACACIA AVENUE Compton CA 90220 Multifamily
21700012962 1670 HILLHURST AVE. Los Angeles CA 90027 Commercial
26700012967 700 NORTH KILLINGSWORTH Portland OR 97217 Commercial
24700012968 1350 CHAMBERS ROAD Aurora CO 80104 Commercial
25630012969 420 NORTH 4TH STREET Tacoma WA 98403 Multifamily
21630012973 10204 TUJUNGA CANYON BLVD. Tujunga CA 91042 Multifamily
21630012975 6889 LONG BEACH BLVD. Long Beach CA 90805 Multifamily
21630012976 6867-6877 LONG BEACH BLVD. Long Beach CA 90805 Multifamily
21630012977 815 GREEN AVENUE Los Angeles CA 90017 Multifamily
26630012982 629 E. 19TH STREET Oakland CA 94606 Multifamily
22700012989 528-532 SOUTH LAKE AVENUE Pasadena CA 91101 Commercial
21630012990 1430 CHESTNUT AVE. Long Beach CA 90813 Multifamily
21630012992 11720 RUNNYMEDE STREET North Hollywood CA 91605 Multifamily
22700012996 174 & 180 E. MAIN ST. Tustin CA 92780 Commercial
24630012999 1560 VINE STREET Denver CO 80206 Multifamily
24700013000 7211 REGENCY SQUARE BOULEVARD Houston TX 77036 Commercial
22630013004 1 EAST NAVAJO ROAD Tuscon AZ 85705 Multifamily
23630013006 3721 LINCOLN AVENUE Oakland CA 94602 Multifamily
25630013007 17 WEST CASINO ROAD Everett WA 98204 Multifamily
21630013010 3147-3155 EL SEGUNDO BLVD. Lynwood CA 90262 Multifamily
22630013012 1839 WEST NEIGHBORS AVENUE Anaheim CA 92801 Multifamily
24630013013 1823 NORTH NEVADA AVENUE Colorado Springs CO 80907 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
21700011060 1984 7,500 585,000 23-Dec-94 42.74 41.89
22630011247 1970 8 330,000 12-May-95 96.67 94.42
21700011808 1958 1,936 115,000 11-Nov-95 36.52 35.98
25630011929 1959 5 240,000 4-Dec-95 58.75 57.47
26630012473 1915 3,637 710,000 17-May-95 59.86 58.72
26700012569 1900 1,849 290,000 16-Sep-96 55.17 53.75
21700012620 1942 6,500 485,000 22-Oct-96 60.00 59.39
22630012726 1921 7 170,000 30-Oct-96 65.00 64.11
21630012785 1922 30 475,000 21-Apr-97 56.63 56.14
21630012904 1952 5 190,000 19-Dec-96 70.00 68.93
22630012924 1922 15 360,000 23-Nov-96 70.00 69.04
21630012928 1957 6 190,000 10-Jan-97 69.63 63.25
26700012929 1949 13,988 625,000 4-Oct-96 32.00 28.86
21630012954 1953 8 230,000 3-Feb-97 68.04 67.12
21630012959 1907 5 200,000 29-Jan-97 63.11 62.15
21630012960 1958 8 275,000 3-Feb-97 60.00 58.99
21700012962 1994 9,215 730,000 23-Jan-97 62.33 61.53
26700012967 1913 4,288 330,000 27-Dec-96 48.48 47.87
24700012968 1971 15,082 452,000 9-Dec-96 61.50 60.77
25630012969 1925 6 360,000 13-Dec-96 75.00 73.82
21630012973 1959 6 240,000 4-Feb-97 65.00 64.07
21630012975 1963 30 550,000 13-Feb-97 70.00 69.05
21630012976 1959 24 400,000 11-Feb-97 70.00 69.05
21630012977 1940 24 275,000 12-Feb-97 65.57 64.68
26630012982 1930 18 815,000 4-Feb-97 73.62 72.52
22700012989 1952 4,220 720,000 31-Jan-97 59.72 58.54
21630012990 1948 12 210,000 17-Feb-97 70.00 69.05
21630012992 1983 52 1,050,000 12-Feb-97 65.33 64.42
22700012996 1956 18,471 1,100,000 11-Feb-97 54.55 53.83
24630012999 1911 8 250,000 11-Feb-97 56.00 55.27
24700013000 1979 61,135 1,800,000 19-Dec-96 53.33 52.25
22630013004 1980 15 360,000 31-Jan-97 59.72 59.12
23630013006 1960 6 390,000 3-Feb-97 33.33 32.88
25630013007 1979 40 1,335,000 25-Nov-96 74.53 73.36
21630013010 1963 40 1,000,000 7-Feb-97 62.00 61.18
22630013012 1963 7 302,000 21-Feb-97 70.03 69.11
24630013013 1904 6 276,000 22-Jan-97 68.80 67.87
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21700011060 $250,000 $245,063 11.250 2,429.64 312 312 1-Mar-95 1-Feb-25
22630011247 $319,000 $311,587 10.250 2,852.26 318 318 1-Sep-95 1-Aug-25
21700011808 $42,000 $41,372 11.250 407.88 323 323 1-Feb-96 1-Jan-26
25630011929 $141,000 $137,939 10.000 1,233.44 324 324 1-Mar-96 1-Feb-26
26630012473 $425,000 $416,879 11.250 4,122.27 317 317 1-Aug-95 1-Jul-25
26700012569 $160,000 $155,865 8.500 1,221.18 333 333 1-Dec-96 1-Nov-26
21700012620 $291,000 $288,045 12.000 2,988.10 334 334 1-Jan-97 1-Dec-26
22630012726 $110,500 $108,987 9.625 938.77 335 335 1-Feb-97 1-Jan-27
21630012785 $269,000 $266,652 11.250 2,609.16 340 340 1-Jul-97 1-Jun-27
21630012904 $133,000 $130,965 9.500 1,115.00 337 337 1-Apr-97 1-Mar-27
22630012924 $252,000 $248,528 9.125 2,048.09 338 338 1-May-97 1-Apr-27
21630012928 $132,300 $120,176 9.500 1,110.29 337 337 1-Apr-97 1-Mar-27
26700012929 $200,000 $180,357 10.750 1,747.28 337 337 1-Apr-97 1-Mar-27
21630012954 $156,500 $154,375 9.750 1,342.08 337 337 1-Apr-97 1-Mar-27
21630012959 $126,225 $124,298 9.875 1,091.24 338 338 1-May-97 1-Apr-27
21630012960 $165,000 $162,215 9.750 1,410.24 337 337 1-Apr-97 1-Mar-27
21700012962 $455,000 $449,136 10.750 4,233.10 337 337 1-Apr-97 1-Mar-27
26700012967 $160,000 $157,966 10.250 1,430.71 337 337 1-Apr-97 1-Mar-27
24700012968 $278,000 $274,671 9.875 2,411.40 338 338 1-May-97 1-Apr-27
25630012969 $270,000 $265,738 8.375 2,051.49 337 337 1-Apr-97 1-Mar-27
21630012973 $156,000 $153,774 9.500 1,309.19 337 337 1-Apr-97 1-Mar-27
21630012975 $385,000 $379,772 9.750 3,301.60 337 337 1-Apr-97 1-Mar-27
21630012976 $280,000 $276,197 9.750 2,401.17 337 337 1-Apr-97 1-Mar-27
21630012977 $180,320 $177,871 9.750 1,546.35 337 337 1-Apr-97 1-Mar-27
26630012982 $600,000 $591,057 8.875 4,769.48 337 337 1-Apr-97 1-Mar-27
22700012989 $430,000 $421,465 9.875 3,864.20 278 278 1-May-97 1-Apr-22
21630012990 $147,000 $145,004 9.750 1,260.61 337 337 1-Apr-97 1-Mar-27
21630012992 $686,000 $676,417 9.750 5,880.54 337 337 1-Apr-97 1-Mar-27
22700012996 $600,000 $592,103 9.625 5,094.18 337 337 1-Apr-97 1-Mar-27
24630012999 $140,000 $138,164 9.375 1,163.22 338 338 1-May-97 1-Apr-27
24700013000 $960,000 $940,559 10.500 9,039.14 277 277 1-Apr-97 1-Mar-22
22630013004 $215,000 $212,844 10.875 2,024.86 338 338 1-May-97 1-Apr-27
23630013006 $130,000 $128,241 9.250 1,068.23 338 338 1-May-97 1-Apr-27
25630013007 $995,000 $979,297 7.625 7,051.49 338 338 1-May-97 1-Apr-27
21630013010 $620,000 $611,816 9.375 5,150.94 338 338 1-May-97 1-Apr-27
22630013012 $211,500 $208,701 9.625 1,794.53 338 338 1-May-97 1-Apr-27
24630013013 $189,875 $187,312 9.375 1,577.00 338 338 1-May-97 1-Apr-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21700011060 $45,427 9-Jan-95 1.98 ARM PRIME 3.550 2.0 14.450 8.450 6
22630011247 $39,696 1-Jun-95 1.42 ARM 6MOLIBOR 4.550 2.0 14.363 7.950 6
21700011808 $10,657 28-Nov-95 2.64 ARM PRIME 3.550 2.0 16.000 8.950 6
25630011929 $18,336 18-Dec-95 1.55 ARM 6MOLIBOR 4.250 1.5 13.500 7.500 6
26630012473 $68,820 31-May-95 1.76 ARM PRIME 3.550 2.0 16.450 8.450 6
26700012569 $22,748 9-Oct-96 1.70 ARM 6MOLIBOR 3.500 2.0 13.450 7.450 6
21700012620 $56,398 1-Nov-96 1.96 ARM PRIME 4.250 2.0 15.250 9.250 6
22630012726 $16,064 15-Nov-96 1.65 ARM 6MOLIBOR 4.500 2.0 14.000 8.000 6
21630012785 $65,546 16-Apr-97 2.58 ARM PRIME 3.500 2.0 14.750 8.750 6
21630012904 $15,950 22-Jan-97 1.43 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
22630012924 $36,807 19-Mar-97 1.74 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630012928 $20,992 23-Jan-97 1.89 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
26700012929 $42,506 14-Jan-97 2.43 ARM 6MOLIBOR 5.000 2.0 13.950 7.950 6
21630012954 $23,538 5-Feb-97 1.75 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630012959 $17,923 10-Feb-97 1.62 ARM 6MOLIBOR 4.500 1.5 13.950 7.950 6
21630012960 $29,514 7-Feb-97 2.08 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21700012962 $56,018 5-Feb-97 1.40 ARM 6MOLIBOR 5.000 2.0 13.950 7.950 6
26700012967 $30,909 27-Jan-97 2.20 ARM 6MOLIBOR 4.500 1.5 13.950 7.950 6
24700012968 $35,348 11-Feb-97 1.45 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
25630012969 $31,312 12-Feb-97 1.38 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
21630012973 $20,923 13-Feb-97 1.60 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630012975 $51,176 18-Feb-97 1.55 ARM 6MOLIBOR 4.000 1.5 13.500 7.750 6
21630012976 $49,443 18-Feb-97 2.05 ARM 6MOLIBOR 4.000 1.5 13.500 7.750 6
21630012977 $35,583 19-Feb-97 2.30 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
26630012982 $82,370 14-Feb-97 1.64 ARM 1YRCMT 3.750 1.5 13.500 7.500 6
22700012989 $71,003 18-Feb-97 1.79 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21630012990 $26,615 24-Feb-97 2.11 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630012992 $112,454 25-Feb-97 1.95 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
22700012996 $90,118 24-Feb-97 1.71 ARM 6MOLIBOR 3.950 2.0 13.950 7.950 6
24630012999 $21,320 24-Feb-97 1.77 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
24700013000 $183,692 21-Feb-97 2.07 ARM 6MOLIBOR 4.750 2.0 13.950 7.950 6
22630013004 $34,885 7-Mar-97 1.69 ARM 6MOLIBOR 5.500 1.5 14.950 8.950 6
23630013006 $30,875 24-Feb-97 2.76 ARM 6MOLIBOR 3.950 1.5 13.750 7.750 6
25630013007 $110,737 26-Feb-97 1.33 ARM 1YRCMT 3.000 1.5 13.500 7.500 6
21630013010 $107,772 25-Feb-97 2.02 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013012 $30,239 25-Feb-97 1.70 ARM 6MOLIBOR 4.250 1.5 13.500 7.500 6
24630013013 $19,596 26-Feb-97 1.23 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------
<S> <C> <C>
21700011060 1-Jul-99 Refinance
22630011247 1-Aug-99 Refinance
21700011808 1-Jul-99 Purchase
25630011929 1-Aug-99 Cashout Refinance
26630012473 1-Jul-99 Refinance
26700012569 1-May-99 Refinance
21700012620 1-Jun-99 Purchase
22630012726 1-Jul-99 Refinance
21630012785 1-Jun-99 Refinance
21630012904 1-Mar-99 Purchase
22630012924 1-Apr-99 Purchase
21630012928 1-Mar-99 Purchase
26700012929 1-Mar-99 Cashout Refinance
21630012954 1-Mar-99 Cashout Refinance
21630012959 1-Apr-99 Cashout Refinance
21630012960 1-Mar-99 Cashout Refinance
21700012962 1-Mar-99 Cashout Refinance
26700012967 1-Mar-99 Cashout Refinance
24700012968 1-Apr-99 Refinance
25630012969 1-Mar-99 Refinance
21630012973 1-Mar-99 Cashout Refinance
21630012975 1-Mar-99 Purchase
21630012976 1-Mar-99 Purchase
21630012977 1-Mar-99 Purchase
26630012982 1-Mar-99 Refinance
22700012989 1-Apr-99 Refinance
21630012990 1-Mar-99 Purchase
21630012992 1-Mar-99 Purchase
22700012996 1-Mar-99 Purchase
24630012999 1-Apr-99 Cashout Refinance
24700013000 1-Mar-99 Purchase
22630013004 1-Apr-99 Refinance
23630013006 1-Apr-99 Purchase
25630013007 1-Apr-99 Purchase
21630013010 1-Apr-99 Refinance
22630013012 1-Apr-99 Purchase
24630013013 1-Apr-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
24630013020 172 SOUTH CLARKSON STREET Denver CO 80209 Multifamily
23630013021 1053, 1057, 1059 GLENWOOD WAY South Lake Tahoe CA 96150 Multifamily
21630013028 401-407 11TH AVENUE Greeley CO 80631 Multifamily
21630013029 415 S. BOYLE AVE. Los Angeles CA 90033 Multifamily
21630013030 3600-3602 BELL AVENE Bell CA 90201 Multifamily
26630013031 607-611 NW 18TH STREET Portland OR 97209 Multifamily
21630013032 12315 BURBANK BLVD. Los Angeles CA 91607 Multifamily
21630013034 940 ARAPAHOE ST. Los Angeles CA 90006 Multifamily
21630013045 13633 DOTY AVENE Hawthorne CA 90250 Multifamily
23630013047 40 OAK COURT Danville CA 94526 Commercial
21630013048 1617 E. 6TH ST. Long Beach CA 90802 Multifamily
21630013050 430 GAVIOTA AVENUE Long Beach CA 90802 Multifamily
26630013053 1610 SE PIONEER WAY Oak Harbor WA 98277 Multifamily
25630013054 12704-14 49TH AV/4704-4810 127TH ST Lakewood WA 98499 Multifamily
22700013058 1601 CARMEN DRIVE Camarillo CA 93010 Commercial
22630013060 1333 EAST CAMPBELL AVENUE Phoenix AZ 85014 Multifamily
23630013061 5008 APPLEBLOSSOM DRIVE Bakersfield CA 93309 Multifamily
26630013062 803-817 N. AINSWORTH Portland OR 97217 Multifamily
21630013063 4906 AUGUST STREET Los Angeles CA 90008 Multifamily
21630013064 21125 SATICOY ST Canoga Park CA 91304 Multifamily
26630013066 3248 SE FERRY SLIP ROAD South Beach OR 97366 Commercial
26630013067 8801-8819 NORTH EDISON STREET Portland OR 97203 Multifamily
21630013070 1040 OHIO AVENUE Long Beach CA 90804 Multifamily
21630013071 612-620 1/2 SOUTH EASTERN AVENUE Los Angeles CA 90022 Multifamily
25630013075 230 SOUTH 80TH STREET Tacoma WA 98208 Multifamily
23630013076 3705 MORSE AVENUE Sacramento CA 95821 Multifamily
25630013077 8501 MIDVALE AVE N & 8500 NESBIT AVE Seattle WA 98103 Multifamily
25700013079 2112 & 2114 THORNDYKE AVE. WEST Seattle WA 98199 Commercial
22630013082 1502 W. 204TH STREET Los Angeles CA 90501 Multifamily
24630013085 215 EAST FIRST AVENUE Mesa AZ 85210 Multifamily
25630013087 7001-7005 & 7009-7015 RAINIER AVE S Seattle WA 98118 Multifamily
28700013089 191 VINEYARD RD Edison NJ 8817 Commercial
23700013093 1428-1432 FRANKLIN STREET Oakland CA 94612 Commercial
25630013100 6334 RAINIER AVENUE SOUTH Seattle WA 98118 Multifamily
25630013101 400 12TH AVENUE EAST Seattle WA 98102 Multifamily
26630013102 1041 SOUTH COLUMBIA STREET Seaside OR 97138 Multifamily
21700013106 8800-8920 LIMONITE AVE Riverside CA 92509 Commercial
24630013108 8774-8784 WEST 46TH AVENUE Wheat Ridge CO 80001 Multifamily
21630013109 2919 CARMONA AVENUE Los Angeles CA 90016 Multifamily
21700013110 1401 S. ARVILLE ST. Las Vegas NV 89102 Commercial
21630013111 131 MCCLELLAND STREET Salt Lake City UT 84102 Multifamily
26630013114 54 NW 13TH STREET Gresham OR 97030 Multifamily
27700013116 16900 DETROIT AVENUE Lakewood OH 44107 Commercial
24630013117 316 WEST ROOSEVELT STREET Phoenix AZ 85003 Multifamily
21700013118 321 AND 323 MAIN ST. El Segundo CA 90245 Commercial
28700013119 175-177 NEWARK AVENUE Jersey City NJ 7302 Commercial
21700013121 1440 E. 17TH STREET Los Angeles CA 90021 Commercial
25630013123 519 PROSPECT STREET Seattle WA 98109 Multifamily
21700013124 1401 W. 3RD STREET Los Angeles CA 90017 Commercial
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
24630013020 1968 23 610,000 13-Feb-97 42.62 42.00
23630013021 1957 22 750,000 6-Feb-97 65.07 64.15
21630013028 1906 7 215,000 10-Feb-97 61.79 60.94
21630013029 1924 14 340,000 6-Feb-97 65.00 64.12
21630013030 1952 10 245,000 28-Feb-97 63.67 62.86
26630013031 1888 6 385,000 20-Dec-96 64.94 64.04
21630013032 1956 6 195,000 27-Feb-97 70.00 69.00
21630013034 1961 24 565,000 28-Feb-97 68.14 67.24
21630013045 1973 80 1,875,000 20-Mar-97 72.00 71.01
23630013047 1982 4,340 870,000 10-Feb-97 60.92 60.12
21630013048 1987 8 325,000 10-Mar-97 68.08 67.16
21630013050 1986 10 415,000 28-Feb-97 68.67 67.75
26630013053 1946 7 220,000 8-Feb-97 65.23 64.17
25630013054 1988 94 2,200,000 24-Feb-97 71.93 70.83
22700013058 1982 22,988 1,250,000 27-Feb-97 52.00 51.18
22630013060 1977 6 160,000 27-Feb-97 53.13 52.46
23630013061 1978 8 275,000 18-Feb-97 74.91 73.77
26630013062 1973 8 285,000 1-Oct-96 65.79 64.63
21630013063 1958 26 460,000 7-Mar-97 56.52 55.75
21630013064 1971 30 1,100,000 10-Mar-97 64.64 63.78
26630013066 1996 4,500 335,000 14-Feb-97 48.82 48.22
26630013067 1973 10 345,000 10-Mar-97 72.46 70.02
21630013070 1964 8 330,000 28-Feb-97 64.55 63.67
21630013071 1951 8 240,000 14-Mar-97 70.00 68.82
25630013075 1967 20 610,000 27-Feb-97 57.38 56.57
23630013076 1955 6 150,000 25-Feb-97 63.33 62.52
25630013077 1962 23 975,000 3-Mar-97 73.33 72.23
25700013079 1954 1,800 260,000 21-Feb-97 63.46 62.39
22630013082 1986 10 408,000 20-Mar-97 73.90 72.96
24630013085 1985 18 400,000 6-Mar-97 70.00 68.99
25630013087 1959 28 670,000 20-Mar-97 67.16 66.21
28700013089 1962 38,855 1,200,000 10-Mar-97 50.00 49.48
23700013093 1914 9,472 480,000 13-Mar-97 70.00 68.10
25630013100 1961 54 1,225,000 21-Mar-97 67.35 66.40
25630013101 1910 15 715,000 21-Mar-97 62.94 61.99
26630013102 1940 5 208,000 24-Feb-97 62.50 61.67
21700013106 1981 93,845 4,250,000 4-Mar-97 68.59 67.75
24630013108 1966 8 315,000 18-Mar-97 63.49 62.62
21630013109 1964 9 205,000 26-Mar-97 71.34 70.44
21700013110 1978 14,304 1,220,000 4-Mar-97 57.38 56.75
21630013111 1948 5 210,000 20-Mar-97 61.90 61.08
26630013114 1965 6 255,000 12-Dec-96 60.78 59.95
27700013116 1925 7,332 375,000 28-Feb-97 42.67 42.17
24630013117 1924 12 356,000 13-Mar-97 61.80 60.99
21700013118 1955 3,511 385,000 12-Mar-97 51.95 51.36
28700013119 1922 12,300 685,000 27-Mar-97 36.13 35.77
21700013121 1965 6,987 330,000 1-Apr-97 45.45 45.03
25630013123 1959 9 680,000 3-Apr-97 63.24 62.26
21700013124 1927 5,500 335,000 21-Mar-97 60.00 59.45
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24630013020 $260,000 $256,195 9.125 2,113.02 338 338 1-May-97 1-Apr-27
23630013021 $488,000 $481,095 8.875 3,879.55 338 338 1-May-97 1-Apr-27
21630013028 $132,850 $131,018 9.625 1,126.56 338 338 1-May-97 1-Apr-27
21630013029 $221,000 $217,999 9.750 1,895.21 337 337 1-Apr-97 1-Mar-27
21630013030 $156,000 $153,996 9.625 1,324.15 338 338 1-May-97 1-Apr-27
26630013031 $250,000 $246,555 9.125 2,031.84 338 338 1-May-97 1-Apr-27
21630013032 $136,500 $134,547 9.875 1,181.32 338 338 1-May-97 1-Apr-27
21630013034 $385,000 $379,881 8.750 3,027.90 339 339 1-Jun-97 1-May-27
21630013045 $1,350,000 $1,331,398 9.125 10,971.93 338 338 1-May-97 1-Apr-27
23630013047 $530,000 $523,032 9.125 4,310.26 338 338 1-May-97 1-Apr-27
21630013048 $221,250 $218,263 9.375 1,837.58 338 338 1-May-97 1-Apr-27
21630013050 $285,000 $281,153 9.125 2,296.63 338 338 1-May-97 1-Apr-27
26630013053 $143,500 $141,167 8.125 1,066.17 338 338 1-May-97 1-Apr-27
25630013054 $1,582,500 $1,558,369 7.875 11,485.67 338 338 1-May-97 1-Apr-27
22700013058 $650,000 $639,812 9.250 5,329.53 338 338 1-May-97 1-Apr-27
22630013060 $85,000 $83,940 9.625 721.76 338 338 1-May-97 1-Apr-27
23630013061 $206,000 $202,860 8.875 1,635.87 338 338 1-May-97 1-Apr-27
26630013062 $187,500 $184,196 8.875 1,489.39 334 334 1-Jan-97 1-Dec-26
21630013063 $260,000 $256,454 9.250 2,136.22 338 338 1-May-97 1-Apr-27
21630013064 $711,000 $701,591 9.625 6,032.68 338 338 1-May-97 1-Apr-27
26630013066 $163,536 $161,530 9.875 1,418.11 338 338 1-May-97 1-Apr-27
26630013067 $250,000 $241,585 8.750 1,927.86 339 339 1-Jun-97 1-May-27
21630013070 $213,000 $210,124 9.375 1,769.06 338 338 1-May-97 1-Apr-27
21630013071 $168,000 $165,164 9.625 1,421.82 338 338 1-May-97 1-Apr-27
25630013075 $350,000 $345,075 8.875 2,782.69 338 338 1-May-97 1-Apr-27
23630013076 $95,000 $93,780 9.625 806.37 338 338 1-May-97 1-Apr-27
25630013077 $715,000 $704,282 7.375 4,948.42 339 339 1-Jun-97 1-May-27
25700013079 $165,000 $162,207 9.250 1,352.03 338 338 1-May-97 1-Apr-27
22630013082 $301,500 $297,686 9.000 2,425.25 339 339 1-Jun-97 1-May-27
24630013085 $280,000 $275,948 9.375 2,323.24 338 338 1-May-97 1-Apr-27
25630013087 $450,000 $443,582 7.500 3,153.94 339 339 1-Jun-97 1-May-27
28700013089 $600,000 $593,805 10.875 5,649.07 338 338 1-May-97 1-Apr-27
23700013093 $336,000 $326,874 9.250 2,723.55 339 339 1-Jun-97 1-May-27
25630013100 $825,000 $813,357 7.750 5,920.64 339 339 1-Jun-97 1-May-27
25630013101 $450,000 $443,217 7.500 3,151.63 339 339 1-Jun-97 1-May-27
26630013102 $130,000 $128,272 8.750 1,022.41 339 339 1-Jun-97 1-May-27
21700013106 $2,915,000 $2,879,410 8.875 23,204.21 339 339 1-Jun-97 1-May-27
24630013108 $200,000 $197,243 8.750 1,572.15 339 339 1-Jun-97 1-May-27
21630013109 $146,250 $144,400 9.000 1,176.43 339 339 1-Jun-97 1-May-27
21700013110 $700,000 $692,304 9.750 6,011.90 339 339 1-Jun-97 1-May-27
21630013111 $130,000 $128,265 9.000 1,044.98 339 339 1-Jun-97 1-May-27
26630013114 $155,000 $152,875 8.750 1,218.51 339 339 1-Jun-97 1-May-27
27700013116 $160,000 $158,150 9.500 1,344.86 339 339 1-Jun-97 1-May-27
24630013117 $220,000 $217,131 9.000 1,768.97 339 339 1-Jun-97 1-May-27
21700013118 $200,000 $197,732 9.750 1,717.08 339 339 1-Jun-97 1-May-27
28700013119 $247,520 $245,045 10.500 2,262.15 339 339 1-Jun-97 1-May-27
21700013121 $150,000 $148,613 11.250 1,454.77 339 339 1-Jun-97 1-May-27
25630013123 $430,000 $423,396 7.250 2,939.48 339 339 1-Jun-97 1-May-27
21700013124 $201,000 $199,142 11.250 1,949.39 339 339 1-Jun-97 1-May-27
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24630013020 $52,312 26-Feb-97 2.40 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
23630013021 $66,477 25-Feb-97 1.63 ARM 6MOLIBOR 3.500 1.5 13.450 7.450 6
21630013028 $21,925 13-Feb-97 1.92 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
21630013029 $41,939 3-Mar-97 2.21 ARM 6MOLIBOR 4.000 1.5 13.500 7.750 6
21630013030 $25,530 3-Mar-97 1.90 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
26630013031 $30,262 5-Mar-97 1.44 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013032 $19,099 6-Mar-97 1.60 ARM 6MOLIBOR 4.500 1.5 13.950 7.950 6
21630013034 $67,221 6-Mar-97 2.08 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013045 $196,601 6-Nov-96 1.74 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
23630013047 $53,452 6-Mar-97 1.17 ARM 6MOLIBOR 3.750 2.0 13.750 7.750 6
21630013048 $31,852 11-Mar-97 1.72 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21630013050 $39,933 10-Mar-97 1.67 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
26630013053 $17,379 7-Mar-97 1.44 ARM 1YRCMT 3.500 1.5 13.500 7.500 6
25630013054 $201,083 12-Mar-97 1.51 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
22700013058 $89,980 14-Mar-97 1.61 ARM 6MOLIBOR 3.950 2.0 13.750 7.750 6
22630013060 $13,297 12-Mar-97 1.78 ARM 6MOLIBOR 4.250 1.5 14.000 8.000 6
23630013061 $28,268 11-Mar-97 1.64 ARM 6MOLIBOR 3.500 1.5 13.500 7.500 6
26630013062 $24,435 20-Nov-96 1.55 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013063 $61,150 17-Mar-97 2.80 ARM 6MOLIBOR 3.950 1.5 13.500 7.500 6
21630013064 $106,714 22-Mar-97 1.79 ARM 6MOLIBOR 4.250 1.5 14.000 7.500 6
26630013066 $21,050 14-Mar-97 1.50 ARM 6MOLIBOR 4.500 2.0 13.750 7.750 6
26630013067 $31,867 20-Mar-97 1.52 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013070 $31,606 18-Mar-97 1.77 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21630013071 $27,779 18-Mar-97 1.92 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
25630013075 $54,956 19-Mar-97 1.87 ARM 6MOLIBOR 3.500 1.5 13.500 7.500 6
23630013076 $12,607 19-Mar-97 1.54 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
25630013077 $81,999 13-Mar-97 1.38 ARM 1YRCMT 3.125 1.5 13.375 7.375 6
25700013079 $23,827 24-Mar-97 1.68 ARM 6MOLIBOR 3.950 2.0 13.750 7.750 6
22630013082 $76,224 25-Mar-97 2.94 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
24630013085 $37,773 26-Mar-97 1.61 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
25630013087 $59,491 25-Mar-97 1.58 ARM 1YRCMT 3.500 1.5 13.500 7.500 6
28700013089 $101,822 25-Mar-97 1.84 ARM 6MOLIBOR 5.500 2.0 14.500 8.500 6
23700013093 $44,685 26-Mar-97 1.55 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
25630013100 $111,369 26-Mar-97 1.57 ARM 1YRCMT 3.500 1.5 13.750 7.750 6
25630013101 $54,258 26-Mar-97 1.44 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
26630013102 $15,849 27-Mar-97 1.45 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21700013106 $387,841 24-Mar-97 1.52 ARM 6MOLIBOR 3.950 2.0 13.950 7.950 6
24630013108 $26,334 4-Apr-97 1.57 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013109 $25,387 3-Apr-97 2.02 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21700013110 $108,666 24-Mar-97 1.73 ARM 6MOLIBOR 4.750 2.0 14.200 8.200 6
21630013111 $17,391 26-Mar-97 1.59 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
26630013114 $25,264 7-Apr-97 1.94 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
27700013116 $28,992 10-Apr-97 2.07 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
24630013117 $29,844 3-Apr-97 1.62 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21700013118 $31,683 31-Mar-97 1.81 ARM 6MOLIBOR 4.750 2.0 13.950 7.950 6
28700013119 $66,067 8-Apr-97 2.89 ARM 6MOLIBOR 5.500 2.0 14.500 8.500 6
21700013121 $27,610 9-Apr-97 1.95 ARM PRIME 3.250 2.0 14.750 8.750 6
25630013123 $51,498 11-Apr-97 1.46 ARM 1YRCMT 2.950 1.5 13.250 7.250 6
21700013124 $74,257 27-Mar-97 3.91 ARM PRIME 3.250 2.0 14.750 8.750 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------
<S> <C> <C>
24630013020 1-Apr-99 Refinance
23630013021 1-Apr-99 Purchase
21630013028 1-Apr-99 Cashout Refinance
21630013029 1-Mar-99 Refinance
21630013030 1-Apr-99 Purchase
26630013031 1-Apr-99 Cashout Refinance
21630013032 1-Apr-99 Purchase
21630013034 1-May-99 Purchase
21630013045 1-Apr-99 Purchase
23630013047 1-Apr-99 Cashout Refinance
21630013048 1-Apr-99 Purchase
21630013050 1-Apr-99 Cashout Refinance
26630013053 1-Apr-99 Purchase
25630013054 1-Apr-99 Purchase
22700013058 1-Apr-99 Cashout Refinance
22630013060 1-Apr-99 Cashout Refinance
23630013061 1-Apr-99 Purchase
26630013062 1-Jun-99 Refinance
21630013063 1-Apr-99 Refinance
21630013064 1-Apr-99 Refinance
26630013066 1-Apr-99 Refinance
26630013067 1-May-99 Purchase
21630013070 1-Apr-99 Cashout Refinance
21630013071 1-Apr-99 Purchase
25630013075 1-Apr-99 Refinance
23630013076 1-Apr-99 Purchase
25630013077 1-May-99 Purchase
25700013079 1-Apr-99 Cashout Refinance
22630013082 1-May-99 Purchase
24630013085 1-Apr-99 Purchase
25630013087 1-May-99 Cashout Refinance
28700013089 1-Apr-99 Refinance
23700013093 1-May-99 Purchase
25630013100 1-May-99 Purchase
25630013101 1-May-99 Cashout Refinance
26630013102 1-May-99 Refinance
21700013106 1-May-99 Purchase
24630013108 1-May-99 Cashout Refinance
21630013109 1-May-99 Purchase
21700013110 1-May-99 Cashout Refinance
21630013111 1-May-99 Cashout Refinance
26630013114 1-May-99 Refinance
27700013116 1-May-99 Cashout Refinance
24630013117 1-May-99 Cashout Refinance
21700013118 1-May-99 Cashout Refinance
28700013119 1-May-99 Purchase
21700013121 1-May-99 Cashout Refinance
25630013123 1-May-99 Cashout Refinance
21700013124 1-May-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
22630013128 15138-15144 GUNDRY AVENUE Paramount CA 90723 Multifamily
22700013129 1921 24TH. STREET Bakersfield CA 93301 Commercial
22630013131 3125 NORTH 37TH STREET Phoenix AZ 85018 Multifamily
24630013133 1144-48 DOWNING STREET Denver CO 80218 Multifamily
26630013134 401 NORTH CEDAR STREET Canby OR 97013 Multifamily
21630013137 318 E. LOUISE ST. Long Beach CA 90805 Multifamily
24630013139 4509-20-24 LAFAYETTE/4540-44 NICHOL Omaha NE 68132 Multifamily
22630013140 5023-5031 BAKMAN AVENUE North Hollywood CA 91601 Multifamily
21630013143 1365 NEWPORT AVENUE Long Beach CA 90804 Multifamily
26700013145 10014 - 10024 SW CANYON ROAD Portland OR 97225 Commercial
21700013146 14760 VENTURA BLVD. Sherman Oaks CA 91403 Commercial
23630013147 2001 AND 2023 BROADWAY AND RUMRILL San Pablo CA 94806 Multifamily
24630013148 1285 CLARKSON STREET Denver CO 80218 Multifamily
21630013149 1614 CHERRY AVE. Long Beach CA 90804 Multifamily
26630013151 6622-6766 NORTH FESSENDEN STREET Portland OR 97203 Multifamily
21630013152 1520 LOCUST AVE. Long Beach CA 90813 Multifamily
22630013159 337 NORTH MCDONALD AVENUE Wilmington CA 90744 Multifamily
25630013162 1111 WEST JAMES STREET Kent WA 98032 Multifamily
21630013164 219 N. AVENUE 51 Los Angeles CA 90042 Multifamily
29630013166 611 NE 3RD STREET Hallandale FL 33009 Multifamily
21700013167 1180-1182 1/2 EAST VERNON AVENUE Los Angeles CA 90011 Commercial
21700013168 1439 W. JEFFERSON BLVD. Los Angeles CA 90007 Commercial
21700013171 146,150,168, & 170 EAST BONITA AVEN San Dimas CA 91773 Commercial
24700013172 14644 NORTH CAVE CREEK ROAD Phoenix AZ 85022 Commercial
22630013177 3269-3275 1/2 BRAMSON PLACE San Diego CA 92104 Multifamily
22700013178 111 AVENIDA PALIZADA San Clemente CA 92672 Commercial
24700013183 2638 SIXTH STREET NW Albuquerque NM 87107 Commercial
21630013185 685 SOUTH CORONADO STREET Los Angeles CA 90057 Multifamily
21630013186 9173 WOODMAN AVENUE Pacoima CA 91331 Multifamily
23700013188 8805 ELK GROVE BOULEVARD Elk Grove CA 95624 Commercial
24630013190 594-598 SOUTH LINCOLN STREET Denver CO 80209 Multifamily
22630013192 1182-1184 3/4 E. 52ND STREET Los Angeles CA 90011 Multifamily
21630013193 938 EAST 6TH STREET Long Beach CA 90802 Multifamily
21630013195 3276 SOUTH POLK STREET Dallas TX 75224 Multifamily
24630013196 510 EAST 8TH STREET Dallas TX 75203 Multifamily
21700013200 4864-4868 MELROSE AVE. Los Angeles CA 90029 Commercial
26630013203 624-640 SE 146TH AVENUE Portland OR 97233 Multifamily
21630013204 1419 SOUTH TAMARIND AVENUE Compton CA 90220 Multifamily
29630013205 823 NW 2ND AVENUE Fort Lauderdale FL 33311 Multifamily
21630013207 413 W. QUEEN ST. Inglewood CA 90301 Multifamily
24630013208 1734 & 1738 SOUTH COLLEGE STREET Tempe AZ 85281 Multifamily
22630013209 2716 VIA PASEO Montebello CA 90640 Multifamily
22700013210 125 23RD STREET Newport Beach CA 92663 Commercial
24630013214 4948-50 & 5017-31 GASTON AVENUE Dallas TX 75214 Multifamily
22630013215 11031-11037 LOUISE AVENUE Lynwood CA 90262 Multifamily
21630013217 3835 WISCONSIN STREET Los Angeles CA 90037 Multifamily
21630013218 406 N. NORMANDIE AVENUE Los Angeles CA 90004 Multifamily
22630013219 3028 NORTH GERONIMO Tuscon AZ 85705 Multifamily
21630013222 6122 MESA AVENUE Los Angeles CA 90042 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
22630013128 1973 5 295,000 3-Apr-97 60.59 57.47
22700013129 1959 8,400 746,000 26-Mar-97 51.61 50.92
22630013131 1972 14 420,000 11-Apr-97 62.50 61.71
24630013133 1906 6 240,000 29-Mar-97 55.83 43.43
26630013134 1973 16 653,000 20-Mar-97 76.38 75.36
21630013137 1964 7 179,000 14-Apr-97 68.44 66.84
24630013139 1961 41 720,000 7-Mar-97 55.56 54.85
22630013140 1929 16 590,000 26-Mar-97 61.02 60.22
21630013143 1987 9 365,000 14-Apr-97 57.53 56.77
26700013145 1930 10,850 550,000 3-Feb-97 67.36 66.63
21700013146 1962 9,736 1,000,000 1-Apr-97 66.36 65.57
23630013147 1994 24 925,000 25-Mar-97 75.14 74.04
24630013148 1928 25 710,000 27-Mar-97 70.00 69.07
21630013149 1962 16 295,000 2-Apr-97 70.42 69.51
26630013151 1972 72 2,515,000 6-Mar-97 58.65 57.91
21630013152 1946 8 155,000 31-Mar-97 65.00 64.22
22630013159 1959 10 260,000 19-Apr-97 48.87 48.37
25630013162 1968 33 900,000 14-Apr-97 75.00 72.28
21630013164 1991 44 1,400,000 24-Mar-97 66.00 65.10
29630013166 1947 5 222,500 1-Feb-97 65.00 64.22
21700013167 1925 1,170 105,000 5-Mar-97 85.71 85.01
21700013168 1926 2,400 230,000 17-Apr-97 53.04 52.61
21700013171 1963 10,124 805,000 1-Apr-97 52.17 51.62
24700013172 1985 6,805 475,000 26-Feb-97 60.21 59.55
22630013177 1950 5 130,000 7-Apr-97 64.62 63.84
22700013178 1956 18,244 990,000 17-Apr-97 80.81 78.66
24700013183 1967 5,036 120,000 7-Apr-97 50.00 49.17
21630013185 1955 20 368,000 17-Apr-97 59.51 58.87
21630013186 1950 5 245,000 1-May-97 65.00 64.27
23700013188 1980 5,400 635,000 14-Apr-97 64.88 64.18
24630013190 1915 10 540,000 15-Apr-97 70.00 69.14
22630013192 1924 8 185,000 25-Apr-97 68.11 67.33
21630013193 1987 10 285,500 21-Apr-97 57.79 56.99
21630013195 1962 29 271,000 25-Apr-97 65.96 65.18
24630013196 1963 36 370,000 14-Apr-97 66.22 64.00
21700013200 1962 3,495 330,000 18-Apr-97 53.18 52.68
26630013203 1975 5 226,000 29-Apr-97 57.52 56.69
21630013204 1984 6 210,000 7-May-97 61.90 58.30
29630013205 1968 5 125,000 22-Apr-97 67.59 64.36
21630013207 1955 7 232,000 7-May-97 66.98 64.87
24630013208 1957 6 140,000 28-Apr-97 66.58 65.78
22630013209 1962 5 320,000 28-Apr-97 50.31 49.71
22700013210 1970 1,989 340,000 24-Apr-97 36.18 35.83
24630013214 1957 56 430,000 13-Mar-97 66.86 66.00
22630013215 1961 14 560,000 7-May-97 73.21 71.33
21630013217 1958 10 176,000 15-May-97 69.60 68.77
21630013218 1951 8 235,000 13-May-97 70.00 63.62
22630013219 1963 12 360,000 12-May-97 66.67 65.87
21630013222 1950 6 115,000 20-May-97 66.96 66.07
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
22630013128 $178,750 $169,537 8.750 1,354.87 339 339 1-Jun-97 1-May-27
22700013129 $385,000 $379,885 9.500 3,230.42 339 339 1-Jun-97 1-May-27
22630013131 $262,500 $259,179 9.000 2,111.54 339 339 1-Jun-97 1-May-27
24630013133 $134,000 $104,226 9.000 849.13 339 339 1-Jun-97 1-May-27
26630013134 $498,750 $492,119 8.750 3,922.51 339 339 1-Jun-97 1-May-27
21630013137 $122,500 $119,638 9.000 982.95 339 339 1-Jun-97 1-May-27
24630013139 $400,000 $394,940 9.000 3,217.58 339 339 1-Jun-97 1-May-27
22630013140 $360,000 $355,306 9.000 2,894.68 339 339 1-Jun-97 1-May-27
21630013143 $210,000 $207,208 8.750 1,651.58 339 339 1-Jun-97 1-May-27
26700013145 $370,500 $366,439 9.625 3,147.26 340 340 1-Jul-97 1-Jun-27
21700013146 $663,600 $655,711 9.500 5,575.96 339 339 1-Jun-97 1-May-27
23630013147 $695,000 $684,832 7.500 4,869.27 339 339 1-Jun-97 1-May-27
24630013148 $497,000 $490,392 8.750 3,908.75 339 339 1-Jun-97 1-May-27
21630013149 $207,750 $205,066 9.250 1,707.11 339 339 1-Jun-97 1-May-27
26630013151 $1,475,000 $1,456,526 9.125 11,987.99 340 340 1-Jul-97 1-Jun-27
21630013152 $100,750 $99,542 9.125 819.29 340 340 1-Jul-97 1-Jun-27
22630013159 $127,050 $125,772 11.000 1,207.68 339 339 1-Jun-97 1-May-27
25630013162 $675,000 $650,541 7.875 4,787.04 340 340 1-Jul-97 1-Jun-27
21630013164 $924,000 $911,366 7.875 6,706.33 340 340 1-Jul-97 1-Jun-27
29630013166 $144,625 $142,882 9.125 1,175.99 340 340 1-Jul-97 1-Jun-27
21700013167 $90,000 $89,261 11.750 907.04 340 340 1-Jul-97 1-Jun-27
21700013168 $122,000 $120,998 11.750 1,229.54 340 340 1-Jul-97 1-Jun-27
21700013171 $420,000 $415,544 10.125 3,719.88 340 340 1-Jul-97 1-Jun-27
24700013172 $286,000 $282,865 9.625 2,429.46 340 340 1-Jul-97 1-Jun-27
22630013177 $84,000 $82,993 9.125 683.08 340 340 1-Jul-97 1-Jun-27
22700013178 $800,000 $778,775 9.625 6,706.10 340 340 1-Jul-97 1-Jun-27
24700013183 $60,000 $59,010 11.000 566.37 340 340 1-Jul-97 1-Jun-27
21630013185 $219,000 $216,654 9.625 1,859.74 341 341 1-Aug-97 1-Jul-27
21630013186 $159,250 $157,455 9.625 1,352.34 340 340 1-Jul-97 1-Jun-27
23700013188 $412,000 $407,565 9.875 3,574.22 340 340 1-Jul-97 1-Jun-27
24630013190 $378,000 $373,332 8.875 3,006.58 340 340 1-Jul-97 1-Jun-27
22630013192 $126,000 $124,563 9.375 1,047.46 340 340 1-Jul-97 1-Jun-27
21630013193 $165,000 $162,712 8.875 1,310.38 340 340 1-Jul-97 1-Jun-27
21630013195 $178,750 $176,648 9.125 1,453.00 341 341 1-Aug-97 1-Jul-27
24630013196 $245,000 $236,801 8.875 2,182.85 220 220 1-Jul-97 1-Jun-17
21700013200 $175,500 $173,835 10.625 1,620.05 340 340 1-Jul-97 1-Jun-27
26630013203 $130,000 $128,128 7.500 910.24 340 340 1-Jul-97 1-Jun-27
21630013204 $130,000 $122,433 9.125 1,325.42 160 160 1-Jul-97 1-Jun-12
29630013205 $84,490 $80,455 9.125 661.78 341 341 1-Aug-97 1-Jul-27
21630013207 $155,400 $150,487 8.875 1,214.25 340 340 1-Jul-97 1-Jun-27
24630013208 $93,210 $92,092 9.125 757.97 340 340 1-Jul-97 1-Jun-27
22630013209 $161,000 $159,070 9.125 1,309.23 340 340 1-Jul-97 1-Jun-27
22700013210 $123,000 $121,833 10.625 1,135.42 340 340 1-Jul-97 1-Jun-27
24630013214 $287,500 $283,800 9.125 2,335.83 340 340 1-Jul-97 1-Jun-27
22630013215 $410,000 $399,476 9.125 3,286.11 341 341 1-Aug-97 1-Jul-27
21630013217 $122,500 $121,036 8.875 974.11 341 341 1-Aug-97 1-Jul-27
21630013218 $164,500 $149,496 9.125 1,229.67 341 341 1-Aug-97 1-Jul-27
22630013219 $240,000 $237,123 9.125 1,951.65 340 340 1-Jul-97 1-Jun-27
21630013222 $77,000 $75,976 9.125 626.16 340 340 1-Jul-97 1-Jun-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22630013128 $26,351 15-Apr-97 1.76 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
22700013129 $58,113 15-Apr-97 1.72 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
22630013131 $35,307 14-Apr-97 1.56 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
24630013133 $22,802 10-Apr-97 1.98 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
26630013134 $65,549 8-Apr-97 1.57 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013137 $20,076 17-Apr-97 1.91 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
24630013139 $82,023 4-Apr-97 2.39 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013140 $63,178 10-Apr-97 2.09 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21630013143 $36,522 18-Apr-97 2.07 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
26700013145 $56,883 16-Apr-97 1.75 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21700013146 $124,324 21-Apr-97 2.14 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
23630013147 $105,625 19-Apr-97 1.81 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
24630013148 $62,184 15-Apr-97 1.49 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013149 $41,005 21-Apr-97 2.30 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
26630013151 $226,955 7-Apr-97 1.79 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013152 $16,413 15-Apr-97 1.89 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013159 $28,737 24-Apr-97 2.51 ARM PRIME 2.950 2.0 14.250 8.250 6
25630013162 $80,305 24-Apr-97 1.42 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
21630013164 $114,291 23-Apr-97 1.47 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
29630013166 $24,842 8-May-97 2.00 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21700013167 $14,886 1-Mar-97 1.72 ARM PRIME 3.950 2.0 14.950 8.950 6
21700013168 $24,373 25-Apr-97 2.08 ARM PRIME 3.950 2.0 14.950 8.950 6
21700013171 $60,340 21-Apr-97 1.64 ARM 6MOLIBOR 5.000 2.0 13.950 7.950 6
24700013172 $39,698 23-Apr-97 1.58 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
22630013177 $13,700 28-Apr-97 1.90 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22700013178 $75,591 1-May-97 1.08 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
24700013183 $15,369 2-May-97 2.71 ARM PRIME 3.250 2.0 14.750 8.750 6
21630013185 $48,134 25-Apr-97 2.51 ARM 6MOLIBOR 4.500 1.5 13.950 7.950 6
21630013186 $23,685 7-May-97 1.70 ARM 6MOLIBOR 4.500 1.5 13.950 7.950 6
23700013188 $58,970 5-May-97 1.63 ARM 6MOLIBOR 4.750 2.0 13.950 7.950 6
24630013190 $61,640 6-May-97 1.94 ARM 6MOLIBOR 3.750 2.0 13.500 7.500 6
22630013192 $18,028 8-May-97 1.62 ARM 6MOLIBOR 4.250 1.5 14.000 8.000 6
21630013193 $27,585 8-May-97 1.99 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013195 $35,417 16-May-97 2.36 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
24630013196 $41,887 12-May-97 1.77 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21700013200 $35,431 7-May-97 2.19 ARM 6MOLIBOR 5.500 2.0 14.500 8.500 6
26630013203 $15,503 5-May-97 1.46 ARM 1YRCMT 2.950 1.5 13.250 7.250 6
21630013204 $24,930 12-May-97 1.70 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
29630013205 $11,950 5-May-97 1.65 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013207 $27,820 20-May-97 2.13 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
24630013208 $11,780 13-May-87 1.47 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013209 $19,979 15-May-97 1.44 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22700013210 $18,373 15-May-97 1.62 ARM 6MOLIBOR 5.500 2.0 14.500 8.500 6
24630013214 $36,284 13-May-97 1.47 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013215 $67,286 12-Jun-97 1.91 ARM 6MOLIBOR 4.000 1.5 13.250 7.750 6
21630013217 $21,267 21-May-97 2.07 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013218 $23,312 19-May-97 1.65 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013219 $30,902 27-May-97 1.50 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013222 $10,395 27-May-97 1.57 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ---------------------------------------------------------------------------
<S> <C> <C>
22630013128 1-May-99 Cashout Refinance
22700013129 1-May-99 Refinance
22630013131 1-May-99 Cashout Refinance
24630013133 1-May-99 Cashout Refinance
26630013134 1-May-99 Purchase
21630013137 1-May-99 Purchase
24630013139 1-May-99 Cashout Refinance
22630013140 1-May-99 Cashout Refinance
21630013143 1-May-99 Cashout Refinance
26700013145 1-Jun-99 Cashout Refinance
21700013146 1-May-99 Purchase
23630013147 1-May-99 Purchase
24630013148 1-May-99 Purchase
21630013149 1-May-99 Purchase
26630013151 1-Jun-99 Cashout Refinance
21630013152 1-Jun-99 Cashout Refinance
22630013159 1-May-99 Cashout Refinance
25630013162 1-Jun-99 Purchase
21630013164 1-Jun-99 Refinance
29630013166 1-Jun-99 Cashout Refinance
21700013167 1-Jun-99 Refinance
21700013168 1-Jun-99 Cashout Refinance
21700013171 1-Jun-99 Cashout Refinance
24700013172 1-Jun-99 Cashout Refinance
22630013177 1-Jun-99 Refinance
22700013178 1-Jun-99 Refinance
24700013183 1-Jun-99 Cashout Refinance
21630013185 1-Jul-99 Purchase
21630013186 1-Jun-99 Refinance
23700013188 1-Jun-99 Refinance
24630013190 1-Jun-99 Cashout Refinance
22630013192 1-Jun-99 Purchase
21630013193 1-Jun-99 Purchase
21630013195 1-Jul-99 Purchase
24630013196 1-Jun-99 Purchase
21700013200 1-Jun-99 Cashout Refinance
26630013203 1-Jun-99 Cashout Refinance
21630013204 1-Jun-99 Purchase
29630013205 1-Jul-99 Purchase
21630013207 1-Jun-99 Purchase
24630013208 1-Jun-99 Purchase
22630013209 1-Jun-99 Cashout Refinance
22700013210 1-Jun-99 Cashout Refinance
24630013214 1-Jun-99 Purchase
22630013215 1-Jul-99 Cashout Refinance
21630013217 1-Jul-99 Purchase
21630013218 1-Jul-99 Purchase
22630013219 1-Jun-99 Purchase
21630013222 1-Jun-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
26700013227 16 & 28 SW FIRST AVENUE Portland OR 97204 Commercial
27630013230 324-326 MT. PROSPECT AVENUE Newark NJ 7104 Commercial
22700013233 3910 NORTH LONG BEACH BOULEVARD Long Beach CA 90806 Commercial
21700013234 288 NORTH IRONWOOD DRIVE Apache Junction AZ 85220 Commercial
24630013235 2615 & 2619 LIGARDE STREET Laredo TX 78043 Multifamily
21700013237 402 N. MONTGOMERY Ojai CA 93023 Multifamily
28700013239 9 WEST 20TH STREET New York NY 10011 Commercial
21630013241 4852 WEST AVENUE L-10 Quartz Hill Area CA 93536 Multifamily
21630013246 2710 W. 141ST. PLACE Gardena CA 90249 Multifamily
21700013249 5933-5939 MONTEREY ROAD Los Angeles CA 90042 Commercial
24630013251 1810 - 1814 WEST CAROL AVENUE Phoenix AZ 85020 Multifamily
22630013253 10246 NORTH 7TH AVENUE Phoenix AZ 85020 Multifamily
25630013255 14132 37TH AVENUE SOUTH Tukwila WA 98168 Multifamily
21630013256 10400-10404 S. CRENSHAW BLVD. Inglewood CA 90303 Multifamily
22630013257 9644-9648 N. 10TH AVENUE Phoenix AZ 85020 Multifamily
21630013258 6113 WEST FOUNTAIN AVENUE Los Angeles CA 90028 Multifamily
21630013265 6846 LAUREL CANYON BLVD. North Hollywood CA 91605 Multifamily
27700013267 361 E. 178TH STREET Bronx NY 10461 Commercial
24630013270 4215 EAST FAIRMOUNT STREET Tuscon AZ 85712 Multifamily
21630013273 732 W. 76TH STREET Los Angeles CA 90044 Multifamily
21630013275 1140 S WESTMORELAND AVE Los Angeles CA 90006 Multifamily
26700013278 205 SE GRAND AVENUE Portland OR 97214 Commercial
22630013279 4313 NORMAL AVENUE Los Angeles CA 90029 Multifamily
21630013281 3577 SANBORN AVENUE Lynwood CA 90262 Multifamily
22630013284 401 NORTH D STREET Eloy AZ 85231 Multifamily
22630013285 5502 NORTH 27TH AVENUE Phoenix AZ 85017 Multifamily
21700013288 4121 PENNSYLVANIA AVE La Crescenta CA 91214 Commercial
25630013296 8001-8007 DENSMORE AVE N & 1512-1518 N BOTH ST Seattle WA 98103 Multifamily
29700013297 973 N. HARBOUR CITY BOULEVARD Melbourne FL 32935 Commercial
23700013299 535, 537 AND 539 MAIN STREET Half Moon Bay CA 94019 Commercial
24630013302 3,4,5,6,7,8 WESTWAY CIRCLE Montgomery TX 77356 Multifamily
24630013304 1680 BEELER STREET Aurora CO 80010 Multifamily
21630013306 833-839 GAVIOTA AVENUE Long Beach CA 90813 Multifamily
21630013307 1132 N. WILMINGTON BOULEVARD Wilmington CA 90744 Multifamily
21630013310 1812 S. BONNIE BRAE STREET Los Angeles CA 90006 Multifamily
21630013311 211 & 217 E. 24TH STREET Los Angeles CA 90011 Multifamily
22630013312 223-227 1/2 SOUTH AVENUE 20 Los Angeles CA 90031 Multifamily
23630013315 2327-2329 MISSION STREET San Francisco CA 94117 Commercial
24700013317 9995 EAST COLFAX AVENUE Aurora CO 80010 Commercial
21630013320 1017 MYRTLE AVENUE Inglewood CA 90301 Multifamily
24700013322 1985 WEST APACHE TRAIL Apache Junction AZ 85220 Commercial
23700013325 1411-1415 W. EL CAMINO REAL Mountain View CA 94040 Commercial
22630013326 2208,2212,2216 VIA CORONA Montebello CA 90640 Multifamily
24630013332 1690 YARROW STREET Lakewood CO 80215 Multifamily
24630013333 12 SHERMAN STREET Denver CO 80203 Multifamily
21630013340 1518 N. SPURGEON STREET Santa Ana CA 92701 Multifamily
21630013341 215 E. 15TH STREET Santa Ana CA 92701 Multifamily
21630013345 12521 SATICOY STREET North Hollywood CA 91605 Multifamily
21630013346 1354,1374,1378,1384,1388 & 1394 5TH AVE Upland CA 91786 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
26700013227 1890 33,408 3,200,000 13-May-97 46.88 44.41
27630013230 1928 2,160 525,000 8-May-97 43.33 42.88
22700013233 1991 7,231 1,680,000 18-Apr-97 74.40 72.29
21700013234 1986 14,000 684,000 1-May-97 67.47 66.59
24630013235 1992 16 465,000 5-May-97 49.42 46.81
21700013237 1928 3 300,000 11-Apr-97 45.00 44.55
28700013239 1920 30,318 3,930,000 27-May-97 59.80 58.14
21630013241 1980 16 236,000 28-May-97 74.68 73.79
21630013246 1959 6 250,000 3-Apr-97 63.10 62.38
21700013249 1930 5,716 430,000 21-May-97 58.95 58.42
24630013251 1964 6 150,000 2-Jun-97 50.00 49.41
22630013253 1972 6 155,000 28-May-97 65.00 64.26
25630013255 1967 14 485,000 5-Jun-97 68.04 67.14
21630013256 1956 10 425,000 5-Jun-97 70.00 69.21
22630013257 1981 12 285,000 28-May-97 57.89 57.24
21630013258 1992 8 508,000 20-May-97 69.29 68.51
21630013265 1954 6 188,000 13-Jun-97 68.88 66.55
27700013267 1910 1,320 330,000 16-May-97 51.52 50.97
24630013270 1963 14 315,000 5-Jun-97 75.00 73.90
21630013273 1961 8 143,000 17-Jun-97 81.29 80.32
21630013275 1939 8 200,000 28-May-97 68.25 67.45
26700013278 1890 15,792 925,000 5-Jun-97 61.62 58.57
22630013279 1948 16 500,000 27-May-97 60.00 59.35
21630013281 1962 14 264,500 20-Jun-97 66.54 65.78
22630013284 1968 34 360,000 5-Jun-97 58.33 57.64
22630013285 1953 28 680,000 5-Jun-97 65.00 64.28
21700013288 1986 10,382 930,000 23-Jun-97 34.41 34.07
25630013296 1945 10 950,000 26-Jun-97 60.53 59.21
29700013297 1916 1,699 535,000 4-Apr-97 65.42 64.73
23700013299 1940 3,460 530,000 11-Jun-97 35.85 35.50
24630013302 1983 6 195,000 16-Jun-97 61.54 60.90
24630013304 1956 32 520,000 18-Jun-97 74.28 73.44
21630013306 1987 16 550,000 20-Jun-97 58.93 58.26
21630013307 1987 62 1,250,000 10-Jun-97 75.00 74.18
21630013310 1965 9 150,000 27-Jun-97 70.00 69.21
21630013311 1985 12 315,000 27-Jun-97 75.00 74.14
22630013312 1907 6 237,000 23-Jun-97 63.77 63.09
23630013315 1911 5,606 635,000 3-Jun-97 78.74 77.48
24700013317 1948 8,447 420,000 5-Jun-97 65.00 63.48
21630013320 1956 11 250,000 11-Jul-97 67.20 66.45
24700013322 1962 9,770 415,000 13-Jun-97 65.00 64.36
23700013325 1979 5,400 925,000 20-Jun-97 54.05 53.45
22630013326 1964 12 600,000 7-Jun-97 60.83 60.18
24630013332 1955 7 210,000 10-Jul-97 75.00 74.20
24630013333 1962 13 374,000 3-Jul-97 64.30 49.94
21630013340 1987 27 810,000 2-Jul-97 75.00 74.12
21630013341 1985 74 2,350,000 2-Jul-97 77.55 76.69
21630013345 1980 10 310,000 11-Jul-97 75.00 74.20
21630013346 1962 80 2,360,000 10-Jul-97 74.58 73.77
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
26700013227 $1,500,000 $1,421,023 9.625 15,749.71 161 161 1-Aug-97 1-Jul-12
27630013230 $227,500 $225,109 9.375 1,891.83 341 341 1-Aug-97 1-Jul-27
22700013233 $1,250,000 $1,214,397 9.500 11,653.97 221 221 1-Aug-97 1-Jul-17
21700013234 $461,500 $455,450 9.875 3,992.02 341 341 1-Aug-97 1-Jul-27
24630013235 $229,800 $217,687 9.625 2,412.71 161 161 1-Aug-97 1-Jul-12
21700013237 $135,000 $133,640 10.125 1,195.71 341 341 1-Aug-97 1-Jul-27
28700013239 $2,350,000 $2,285,073 9.875 22,478.50 221 221 1-Aug-97 1-Jul-17
21630013241 $176,250 $174,143 8.875 1,401.52 341 341 1-Aug-97 1-Jul-27
21630013246 $157,750 $155,956 9.125 1,282.80 341 341 1-Aug-97 1-Jul-27
21700013249 $253,500 $251,210 10.625 2,340.07 341 341 1-Aug-97 1-Jul-27
24630013251 $75,000 $74,118 9.125 609.65 341 341 1-Aug-97 1-Jul-27
22630013253 $100,750 $99,604 9.125 819.29 341 341 1-Aug-97 1-Jul-27
25630013255 $330,000 $325,619 8.125 2,450.67 341 341 1-Aug-97 1-Jul-27
21630013256 $297,500 $294,149 8.875 2,367.34 341 341 1-Aug-97 1-Jul-27
22630013257 $165,000 $163,123 9.125 1,341.76 341 341 1-Aug-97 1-Jul-27
21630013258 $352,000 $348,035 8.875 2,801.02 341 341 1-Aug-97 1-Jul-27
21630013265 $129,500 $125,118 8.875 1,006.96 341 341 1-Aug-97 1-Jul-27
27700013267 $170,000 $168,214 9.375 1,413.67 341 341 1-Aug-97 1-Jul-27
24630013270 $236,250 $232,782 8.875 1,873.62 341 341 1-Aug-97 1-Jul-27
21630013273 $116,250 $114,860 8.875 924.41 341 341 1-Aug-97 1-Jul-27
21630013275 $136,500 $134,895 9.125 1,109.57 341 341 1-Aug-97 1-Jul-27
26700013278 $570,000 $541,767 9.375 4,767.88 281 281 1-Aug-97 1-Jul-22
22630013279 $300,000 $296,774 9.500 2,517.88 343 343 1-Oct-97 1-Sep-27
21630013281 $176,000 $173,986 9.125 1,431.21 341 341 1-Aug-97 1-Jul-27
22630013284 $210,000 $207,486 9.625 1,781.05 341 341 1-Aug-97 1-Jul-27
22630013285 $442,000 $437,132 9.625 3,752.31 341 341 1-Aug-97 1-Jul-27
21700013288 $320,000 $316,848 10.250 2,862.52 342 342 1-Sep-97 1-Aug-27
25630013296 $575,000 $562,493 8.625 4,437.05 342 342 1-Sep-97 1-Aug-27
29700013297 $350,000 $346,318 9.750 3,002.44 342 342 1-Sep-97 1-Aug-27
23700013299 $190,000 $188,155 10.500 1,734.50 342 342 1-Sep-97 1-Aug-27
24630013302 $120,000 $118,760 10.000 1,051.20 342 342 1-Sep-97 1-Aug-27
24630013304 $386,250 $381,880 9.500 3,241.76 342 342 1-Sep-97 1-Aug-27
21630013306 $324,100 $320,433 9.500 2,720.14 342 342 1-Sep-97 1-Aug-27
21630013307 $937,500 $927,258 9.500 7,871.46 342 342 1-Sep-97 1-Aug-27
21630013310 $105,000 $103,812 9.500 881.26 342 342 1-Sep-97 1-Aug-27
21630013311 $236,250 $233,537 9.250 1,940.60 342 342 1-Sep-97 1-Aug-27
22630013312 $151,125 $149,512 9.500 1,269.20 342 342 1-Sep-97 1-Aug-27
23630013315 $500,000 $491,976 10.500 4,708.34 282 282 1-Sep-97 1-Aug-22
24700013317 $273,000 $266,603 10.250 2,429.57 342 342 1-Sep-97 1-Aug-27
21630013320 $168,000 $166,133 9.750 1,440.82 342 342 1-Sep-97 1-Aug-27
24700013322 $269,750 $267,093 10.250 2,413.02 342 342 1-Sep-97 1-Aug-27
23700013325 $500,000 $494,411 9.250 4,108.35 342 342 1-Sep-97 1-Aug-27
22630013326 $365,000 $361,104 9.500 3,065.40 342 342 1-Sep-97 1-Aug-27
24630013332 $157,500 $155,819 9.500 1,322.74 342 342 1-Sep-97 1-Aug-27
24630013333 $240,500 $186,779 9.125 1,574.98 342 342 1-Sep-97 1-Aug-27
21630013340 $607,500 $600,363 9.000 4,881.84 342 342 1-Sep-97 1-Aug-27
21630013341 $1,822,500 $1,802,174 9.750 15,624.12 342 342 1-Sep-97 1-Aug-27
21630013345 $232,500 $230,018 9.500 1,952.62 342 342 1-Sep-97 1-Aug-27
21630013346 $1,760,000 $1,741,045 9.250 14,467.35 342 342 1-Sep-97 1-Aug-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
26700013227 $245,709 23-May-97 1.45 ARM 6MOLIBOR 4.500 2.0 13.750 7.750 6
27630013230 $62,335 23-May-97 3.11 ARM 6MOLIBOR 4.200 2.0 14.000 8.000 6
22700013233 $158,012 2-Jun-97 1.23 ARM 6MOLIBOR 4.375 2.0 13.875 8.375 6
21700013234 $66,597 19-May-97 1.65 ARM 6MOLIBOR 4.750 2.0 13.950 7.950 6
24630013235 $50,057 27-May-97 1.87 ARM 6MOLIBOR 4.500 1.5 14.250 8.250 6
21700013237 $26,727 9-May-97 2.26 ARM 6MOLIBOR 5.000 2.0 13.950 7.950 6
28700013239 $390,265 2-Jun-97 1.59 ARM 6MOLIBOR 4.750 2.0 14.500 8.500 6
21630013241 $24,118 5-Jun-97 1.63 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013246 $22,058 22-Apr-97 1.63 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21700013249 $39,232 3-Jun-97 1.68 ARM 6MOLIBOR 5.500 2.0 14.500 8.500 6
24630013251 $13,580 12-Jun-97 2.16 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
22630013253 $12,718 12-Jun-97 1.47 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
25630013255 $40,119 12-Jun-97 1.39 ARM 1YRCMT 3.500 1.5 13.450 7.950 6
21630013256 $47,429 10-Jun-97 1.82 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
22630013257 $22,782 12-Jun-97 1.61 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013258 $47,754 13-Jun-97 1.55 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
21630013265 $17,661 17-Jun-97 1.56 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
27700013267 $41,435 13-Jun-97 2.77 ARM 6MOLIBOR 4.200 2.0 14.000 8.000 6
24630013270 $31,962 23-Jun-97 1.61 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013273 $20,932 23-Jun-97 2.15 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013275 $24,181 10-Jun-97 2.11 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
26700013278 $79,832 18-Jun-97 1.55 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
22630013279 $54,890 29-Jul-97 2.18 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013281 $48,536 24-Jun-97 3.21 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22630013284 $43,641 25-Jun-97 2.42 ARM 6MOLIBOR 4.500 1.5 13.750 7.750 6
22630013285 $67,093 25-Jun-97 1.77 ARM 6MOLIBOR 4.500 1.5 13.750 7.750 6
21700013288 $57,483 23-Jun-97 2.05 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
25630013296 $68,419 2-Jul-97 1.42 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
29700013297 $44,048 20-Jun-97 1.46 ARM 6MOLIBOR 3.950 2.0 13.750 7.750 6
23700013299 $28,500 2-Jul-97 1.71 ARM 6MOLIBOR 4.750 2.0 13.950 7.950 6
24630013302 $20,014 2-Jul-97 1.85 ARM 6MOLIBOR 4.250 1.5 14.250 8.250 6
24630013304 $58,979 2-Jul-97 1.82 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013306 $57,277 2-Jul-97 2.11 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013307 $147,266 1-Jul-97 1.83 ARM 6MOLIBOR 3.750 1.5 13.450 7.750 6
21630013310 $21,227 7-Jul-97 2.41 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013311 $36,156 7-Jul-97 1.82 ARM 6MOLIBOR 3.500 1.5 13.500 7.500 6
22630013312 $15,923 11-Jul-97 1.20 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
23630013315 $74,542 5-Jul-97 1.62 ARM 6MOLIBOR 4.750 2.0 13.950 7.950 6
24700013317 $48,300 14-Jul-97 2.02 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21630013320 $37,619 16-Jul-97 2.60 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
24700013322 $42,812 11-Jul-97 1.81 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
23700013325 $85,670 15-Jul-97 1.99 ARM 6MOLIBOR 3.450 2.0 13.750 7.750 6
22630013326 $48,931 17-Jul-97 1.53 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
24630013332 $21,223 15-Jul-97 1.54 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
24630013333 $29,731 17-Jul-97 1.47 ARM 1YRCMT 3.750 1.5 13.500 7.500 6
21630013340 $78,066 21-Jul-97 1.53 ARM 6MOLIBOR 3.250 1.5 13.450 7.500 6
21630013341 $246,851 21-Jul-97 1.61 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21630013345 $31,713 18-Jul-97 1.56 ARM 6MOLIBOR 3.750 1.5 13.950 7.950 6
21630013346 $267,551 21-Jul-97 1.69 ARM 6MOLIBOR 3.500 1.5 14.250 8.250 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- -----------------------------------------------------------------
<S> <C> <C>
26700013227 1-Jul-99 Cashout Refinance
27630013230 1-Jul-99 Purchase
22700013233 1-Jul-99 Cashout Refinance
21700013234 1-Jul-99 Cashout Refinance
24630013235 1-Jul-99 Refinance
21700013237 1-Jul-99 Cashout Refinance
28700013239 1-Jul-99 Refinance
21630013241 1-Jul-99 Purchase
21630013246 1-Jul-99 Cashout Refinance
21700013249 1-Jul-99 Purchase
24630013251 1-Jul-99 Refinance
22630013253 1-Jul-99 Refinance
25630013255 1-Jul-99 Purchase
21630013256 1-Jul-99 Purchase
22630013257 1-Jul-99 Refinance
21630013258 1-Jul-99 Cashout Refinance
21630013265 1-Jul-99 Purchase
27700013267 1-Jul-99 Purchase
24630013270 1-Jul-99 Purchase
21630013273 1-Jul-99 Purchase
21630013275 1-Jul-99 Purchase
26700013278 1-Jul-99 Cashout Refinance
22630013279 1-Mar-99 Cashout Refinance
21630013281 1-Jul-99 Purchase
22630013284 1-Jul-99 Purchase
22630013285 1-Jul-99 Cashout Refinance
21700013288 1-Aug-99 Purchase
25630013296 1-Aug-99 Refinance
29700013297 1-Aug-99 Cashout Refinance
23700013299 1-Aug-99 Cashout Refinance
24630013302 1-Aug-99 Purchase
24630013304 1-Aug-99 Purchase
21630013306 1-Aug-99 Cashout Refinance
21630013307 1-Aug-99 Purchase
21630013310 1-Aug-99 Purchase
21630013311 1-Aug-99 Purchase
22630013312 1-Aug-99 Purchase
23630013315 1-Aug-99 Purchase
24700013317 1-Aug-99 Cashout Refinance
21630013320 1-Aug-99 Purchase
24700013322 1-Aug-99 Cashout Refinance
23700013325 1-Aug-99 Cashout Refinance
22630013326 1-Aug-99 Cashout Refinance
24630013332 1-Aug-99 Purchase
24630013333 1-Aug-99 Purchase
21630013340 1-Aug-99 Purchase
21630013341 1-Aug-99 Purchase
21630013345 1-Aug-99 Purchase
21630013346 1-Aug-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
21630013351 4210 VERDUGO ROAD Los Angeles CA 90065 Multifamily
24630013352 806 EAST CAROL AVENUE Phoenix AZ 85020 Multifamily
1700010320 3860 WEST 139TH STREET HAWTHORNE CA 90250 Commercial
1700010420 5308 LANKERSHIM BLVD NORTH HOLLYWOOD CA 91601 Commercial
1700010464 7494-7501 SANTA MONICA BLVD WEST HOLLYWOOD CA 90046 Commercial
1700010497 17326 WOODRUFF AVENUE BELLFLOWER CA 90706 Commercial
1720010854 5518-5530 LONG BEACH BLVD LONG BEACH CA 90805 Commercial
1630010860 1029 S RECORD AVE LOS ANGELES CA 90023 Multifamily
1650010884 9863 ALONDRA BLVD BELLFLOWER CA 90706 Multifamily
21650010908 3510 N BROADWAY LOS ANGELES CA 90031 Commercial
2700010913 8583 MELROSE AVENUE WEST HOLLYWOOD CA 90069 Commercial
1650010970 1514-1516 W MANCHESTER BLVD LOS ANGELES CA 90047 Commercial
1650010992 4243-4247 BURNS AVE LOS ANGELES CA 90029 Multifamily
1720010996 10142-10142 1/2 RIVERSIDE DR NORTH HOLLYWOOD CA 91602 Commercial
1650011009 1137 E. 7TH ST. LONG BEACH CA 90813 Commercial
1650011176 127 N. CHICAGO STREET LOS ANGELES CA 90033 Multifamily
1720011304 2408-2416 SLAUSON AVENUE LOS ANGELES CA 90043 Commercial
1650011307 133-135 1/2 73RD STREET LOS ANGELES CA 90003 Multifamily
24630011333 1608-1610 BOULDER ST. & 2559 16TH S DENVER CO 80211 Multifamily
1650011353 1537 PINE AVENUE LONG BEACH CA 90813 Multifamily
3720011393 22200 MAIN STREET CARSON CA 90540 Commercial
3650011398 427 SOUTH BARRANCA AVE. #1-12 COVINA CA 91723 Multifamily
3720011402 1848 SARATOGA AVENUE SAN JOSE CA 95129 Commercial
3720011403 240 G STREET DAVIS CA 95616 Commercial
3720011404 619 S. BROOKHURST ST ANAHEIM CA 92804 Commercial
3720011405 897 W. EL CAMINO REAL SUNNYMEAD CA 94087 Commercial
3650011409 1042 THE STRAND HERMOSA BEACH CA 90254 Multifamily
3650011416 5236 KESTER AVE. VAN NUYS CA 91408 Multifamily
3650011424 1528 PROSPECT AVENUE SAN GABRIEL CA 91776 Multifamily
3720011427 3343-3345 STATE STREET SANTA BARBARA CA 93102 Commercial
3720011432 2509 & 2519 N. LAKE AVENUE ALTADENA CA 91107 Commercial
21700011525 1668-1676 E. WASHINGTON BLVD. PASADENA CA 91104 Commercial
3700011598 125 SOUTH MAIN FALLBROOK CA 92028 Commercial
3720011612 230 G STREET DAVIS CA 95617 Commercial
3720011616 3117 EAST GARVEY AVENUE NORTH WEST COVINA CA 91790 Commercial
21630011696 349 N. VECINO DRIVE COVINA CA 91723 Multifamily
3700011892 2155-2187 EAST HUNTINGTON DRIVE DUARTE CA 91010 Commercial
1720012241 10300 PRAIRE AVENUE INGLEWOOD CA 90303 Commercial
1720012333 2314-2330 SOUTH VERMONT AVENUE LOS ANGELES CA 90007 Commercial
1650012477 3926 DALTON AVENUE LOS ANGELES CA 90062 Multifamily
22650012504 5820 W. CLAREMONT GLENDALE AZ 85301 Multifamily
1650012536 1746 HAUSER BLVD. LOS ANGELES CA 90019 Multifamily
22630012540 1334 PETERSON AVE LONG BEACH CA 90813 Multifamily
1720012709 501 E. 23RD ST. LOS ANGELES CA 90011 Commercial
24650012784 2700 AND 2701 FEDERAL BOULEVARD DENVER CO 80211 Multifamily
21630012931 707-709 CRENSHAW BLVD. LOS ANGELES CA 90005 Multifamily
22630012947 306 EASTMINISTER COURT HENDERSON NV 89015 Multifamily
22630012948 303 EASTMINISTER COURT HENDERSON NV 89015 Multifamily
22630012953 319 WEST ATLANTIC AVENUE HENDERSON NV 89015 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
21630013351 1983 10 250,000 11-Jul-97 70.00 69.25
24630013352 1982 22 520,000 3-Jul-97 75.00 74.17
1700010320 1950 9,920 480,000 7-Nov-90 24.06 21.68
1700010420 1935 3,887 255,000 15-Aug-91 33.33 31.32
1700010464 1925 14,679 1,150,000 7-Oct-91 15.22 14.57
1700010497 1972 31,964 1,500,000 12-Dec-91 23.33 22.30
1720010854 1950 4,713 330,000 7-May-93 69.70 53.30
1630010860 1963 5 277,000 7-Feb-94 63.18 60.36
1650010884 1936 7 295,000 29-Nov-93 70.51 64.07
21650010908 1915 3,841 247,000 14-Jun-94 72.87 63.86
2700010913 1929 1,500 375,000 3-Dec-93 65.00 63.22
1650010970 1963 2,028 325,000 4-Aug-94 58.22 55.85
1650010992 1924 10 220,000 16-Jun-94 92.45 88.44
1720010996 1939 1,324 190,000 17-Aug-94 102.63 98.07
1650011009 1962 5,514 190,000 17-Aug-94 97.37 87.72
1650011176 1923 9 222,000 10-Feb-95 70.83 68.83
1720011304 1924 5,939 154,500 5-Feb-95 92.04 89.72
1650011307 1929 6 140,000 7-Sep-94 83.57 79.74
24630011333 1923 31 450,000 26-Jun-95 65.00 63.46
1650011353 1963 10 243,000 19-Apr-95 74.07 71.75
3720011393 1979 9,350 923,000 4-Oct-92 29.79 6.22
3650011398 1976 12 486,000 27-Apr-93 47.33 26.73
3720011402 1961 12,000 741,000 27-Apr-93 40.49 8.57
3720011403 1939 46,115 670,000 3-Apr-74 16.72 6.32
3720011404 1975 4,860 337,000 27-Apr-93 80.12 26.69
3720011405 1974 4,800 170,000 10-Apr-74 73.53 28.47
3650011409 1935 13 678,000 27-Apr-93 35.40 23.28
3650011416 1959 10 278,000 27-Apr-93 64.75 30.49
3650011424 1963 20 753,000 30-Aug-93 12.22 1.49
3720011427 1955 7,300 814,200 30-Aug-93 42.99 8.36
3720011432 1952 1,421 225,000 13-May-91 55.99 46.17
21700011525 1992 4,970 600,000 24-Jul-95 75.00 73.69
3700011598 1925 7,900 660,000 15-Sep-94 45.45 39.81
3720011612 1937 46,115 713,000 27-Apr-93 54.42 20.76
3720011616 1977 9,245 976,400 30-Aug-93 43.53 1.04
21630011696 1962 7 289,000 6-Oct-95 69.03 67.45
3700011892 1975 9,403 1,200,000 15-Sep-88 66.67 48.07
1720012241 1957 3,957 160,000 25-Mar-96 98.28 95.35
1720012333 1929 10,300 330,000 14-Jun-96 83.33 81.72
1650012477 1922 8 230,000 27-Mar-96 68.37 67.06
22650012504 1975 35 725,000 2-Aug-96 65.00 64.06
1650012536 1958 6 175,000 24-Sep-96 95.14 93.43
22630012540 1929 16 219,000 25-Mar-97 70.00 69.11
1720012709 1908 7,592 270,000 27-Sep-96 77.13 73.20
24650012784 1961 44 911,000 20-Dec-96 74.95 74.05
21630012931 1940 10 260,000 21-Jan-97 70.00 68.67
22630012947 1979 6 170,000 7-Jan-97 65.00 64.15
22630012948 1979 6 170,000 7-Jan-97 65.00 64.15
22630012953 1984 6 250,000 7-Jan-97 65.00 64.15
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21630013351 $175,000 $173,118 9.500 1,468.76 343 343 1-Oct-97 1-Sep-27
24630013352 $390,000 $385,669 9.500 3,273.93 342 342 1-Sep-97 1-Aug-27
1700010320 $115,500 $104,052 12.000 1,133.59 22 262 1-Jan-91 1-Dec-00
1700010420 $85,000 $79,867 12.500 884.76 32 272 1-Nov-91 1-Oct-01
1700010464 $175,000 $167,605 11.250 1,703.46 34 274 1-Jan-92 1-Dec-01
1700010497 $350,000 $334,559 12.500 3,694.35 277 277 1-Apr-92 1-Mar-22
1720010854 $230,000 $175,882 6.000 1,940.88 121 121 1-Apr-94 1-Mar-09
1630010860 $175,000 $167,199 11.500 1,697.69 303 303 1-Jun-94 1-May-24
1650010884 $208,000 $188,994 8.000 1,526.25 64 304 1-Jul-94 1-Jun-04
21650010908 $180,000 $157,729 9.000 1,448.33 125 305 1-Aug-94 1-Jul-09
2700010913 $243,750 $237,088 11.250 2,368.15 299 299 1-Feb-94 1-Jan-24
1650010970 $189,200 $181,507 8.000 1,388.29 9 309 1-Dec-94 1-Nov-99
1650010992 $203,400 $194,572 7.500 1,422.21 70 310 1-Jan-95 1-Dec-04
1720010996 $195,000 $186,334 8.750 1,534.07 11 311 1-Feb-95 1-Jan-00
1650011009 $185,000 $166,674 8.000 1,357.47 71 311 1-Feb-95 1-Jan-05
1650011176 $157,250 $152,792 9.000 1,265.27 16 316 1-Jul-95 1-Jun-00
1720011304 $142,200 $138,624 9.500 1,195.70 78 318 1-Sep-95 1-Aug-05
1650011307 $117,000 $111,636 9.000 941.41 318 318 1-Sep-95 1-Aug-25
24630011333 $292,500 $285,561 10.250 2,614.02 318 318 1-Sep-95 1-Aug-25
1650011353 $180,000 $174,363 8.000 1,320.78 19 319 1-Oct-95 1-Sep-00
3720011393 $275,000 $57,421 13.500 3,320.00 20 20 1-Nov-80 1-Oct-00
3650011398 $230,000 $129,894 9.500 1,934.53 98 98 1-May-77 1-Apr-07
3720011402 $300,000 $63,502 9.625 2,603.00 28 28 1-Jul-74 1-Jun-01
3720011403 $112,000 $42,335 9.250 925.00 64 64 1-Jul-74 1-Jun-04
3720011404 $270,000 $89,935 8.000 1,983.00 65 65 1-Aug-74 1-Jul-04
3720011405 $125,000 $48,403 8.750 984.00 66 66 1-Sep-74 1-Aug-04
3650011409 $240,000 $157,840 10.000 2,106.18 118 118 1-Jan-79 1-Dec-08
3650011416 $180,000 $84,764 9.500 1,513.80 103 103 1-Oct-77 1-Sep-07
3650011424 $92,021 $11,255 15.500 1,319.58 9 9 1-Dec-84 1-Nov-99
3720011427 $350,000 $68,080 9.500 3,059.00 25 25 15-Apr-76 15-Mar-01
3720011432 $125,986 $103,887 14.000 1,917.05 87 87 13-Jun-91 13-May-06
21700011525 $450,000 $442,111 12.000 4,614.11 319 319 1-Oct-95 1-Sep-25
3700011598 $300,000 $262,759 10.212 2,788.78 11 227 1-Feb-88 1-Jan-00
3720011612 $388,000 $148,012 9.250 3,200.00 64 64 1-Jul-74 1-Jun-04
3720011616 $425,000 $10,175 9.500 3,714.50 40 40 1-Jul-77 1-Jun-02
21630011696 $199,500 $194,940 9.250 1,642.28 321 321 1-Dec-95 1-Nov-25
3700011892 $800,000 $576,797 9.500 5,253.17 79 318 1-Sep-95 1-Sep-05
1720012241 $157,250 $152,564 9.000 1,265.27 28 328 1-Jul-96 1-Jun-01
1720012333 $275,000 $269,675 8.500 2,114.52 61 331 1-Oct-96 1-Mar-04
1650012477 $157,250 $154,248 8.500 1,209.12 44 332 1-Nov-96 1-Oct-02
22650012504 $471,250 $464,420 10.500 4,310.71 33 333 1-Dec-96 1-Nov-01
1650012536 $166,500 $163,510 8.500 1,280.25 57 333 1-Dec-96 1-Nov-03
22630012540 $153,300 $151,361 9.000 1,233.14 339 339 1-Jun-97 1-May-27
1720012709 $208,250 $197,638 8.500 1,601.27 47 335 1-Feb-97 1-Jan-03
24650012784 $682,750 $674,565 9.880 5,931.17 36 336 1-Mar-97 1-Feb-02
21630012931 $182,000 $178,547 10.250 1,622.05 337 337 1-Apr-97 1-Mar-27
22630012947 $110,500 $109,050 9.200 905.06 337 337 1-Apr-97 1-Mar-27
22630012948 $110,500 $109,050 9.200 905.06 337 337 1-Apr-97 1-Mar-27
22630012953 $162,500 $160,368 9.200 1,330.97 337 337 1-Apr-97 1-Mar-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21630013351 $33,195 22-Jul-97 2.26 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
24630013352 $47,872 28-Jul-97 1.43 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
1700010320 $38,155 7-Nov-90 2.69 ARM PRIME 3.950 2.0 17.950 11.950 6
1700010420 $25,588 6-Sep-91 2.45 ARM PRIME 4.250 2.0 17.950 11.950 6
1700010464 $38,894 19-Nov-91 2.07 ARM PRIME 3.550 2.0 16.250 10.250 6
1700010497 $131,040 22-Jan-92 3.42 ARM PRIME 3.950 2.0 16.450 10.450 6
1720010854 $29,618 4-Feb-94 1.27 FIXED FIXED N/A N/A N/A N/A N/A
1630010860 $23,186 24-Mar-94 1.67 ARM PRIME 3.550 2.0 12.950 6.950 6
1650010884 $32,988 10-May-94 1.80 FIXED FIXED N/A N/A N/A N/A N/A
21650010908 $31,300 14-Jun-94 1.80 FIXED FIXED N/A N/A N/A N/A N/A
2700010913 $29,160 27-Dec-93 1.37 ARM PRIME 3.550 2.0 13.950 7.950 6
1650010970 $34,304 26-Oct-94 2.06 FIXED FIXED N/A N/A N/A N/A N/A
1650010992 $24,753 1-Nov-94 1.45 FIXED FIXED N/A N/A N/A N/A N/A
1720010996 $17,596 1-Dec-94 0.96 FIXED FIXED N/A N/A N/A N/A N/A
1650011009 $21,352 1-Dec-94 1.31 FIXED FIXED N/A N/A N/A N/A N/A
1650011176 $26,553 1-May-95 1.75 FIXED FIXED N/A N/A N/A N/A N/A
1720011304 $21,466 1-Jun-95 1.50 FIXED FIXED N/A N/A N/A N/A N/A
1650011307 $21,846 7-Sep-94 1.93 FIXED FIXED N/A N/A N/A N/A N/A
24630011333 $54,720 10-Jul-95 2.18 ARM 6MOLIBOR 4.550 2.0 13.750 7.750 6
1650011353 $31,308 28-Jul-95 1.98 FIXED FIXED N/A N/A N/A N/A N/A
3720011393 $56,735 23-Jul-80 1.42 FIXED FIXED N/A N/A N/A N/A N/A
3650011398 $45,288 27-Apr-93 1.95 FIXED FIXED N/A N/A N/A N/A N/A
3720011402 $71,910 7-Apr-93 2.30 FIXED FIXED N/A N/A N/A N/A N/A
3720011403 $71,579 7-Apr-93 6.45 FIXED FIXED N/A N/A N/A N/A N/A
3720011404 $29,566 15-Apr-74 1.24 FIXED FIXED N/A N/A N/A N/A N/A
3720011405 $26,131 31-Dec-95 2.21 FIXED FIXED N/A N/A N/A N/A N/A
3650011409 $29,949 25-Sep-78 1.18 FIXED FIXED N/A N/A N/A N/A N/A
3650011416 $33,431 7-Apr-93 1.84 FIXED FIXED N/A N/A N/A N/A N/A
3650011424 $66,485 24-Jun-93 4.20 FIXED FIXED N/A N/A N/A N/A N/A
3720011427 $48,386 24-Jun-93 1.32 FIXED FIXED N/A N/A N/A N/A N/A
3720011432 $18,863 1-May-91 0.85 FIXED FIXED N/A N/A N/A N/A N/A
21700011525 $51,974 15-Aug-95 1.22 ARM PRIME 3.550 2.0 17.300 8.750 6
3700011598 $48,197 4-Dec-87 1.54 ARM 6MOLIBOR 3.650 2.0 16.212 10.212 6
3720011612 $69,658 27-Apr-93 1.81 FIXED FIXED N/A N/A N/A N/A N/A
3720011616 $96,627 24-Jun-93 2.17 FIXED FIXED N/A N/A N/A N/A N/A
21630011696 $27,483 17-Oct-95 1.64 ARM 6MOLIBOR 4.250 2.0 14.000 7.500 6
3700011892 $111,053 19-Oct-88 1.35 ARM 6MOLIBOR 3.500 1.0 15.500 9.500 6
1720012241 $24,504 1-Apr-96 1.61 FIXED FIXED N/A N/A N/A N/A N/A
1720012333 $37,932 1-Jun-96 14.74 FIXED FIXED N/A N/A N/A N/A N/A
1650012477 $26,746 23-Aug-96 1.84 FIXED FIXED N/A N/A N/A N/A N/A
22650012504 $72,610 10-Sep-96 1.40 FIXED FIXED N/A N/A N/A N/A N/A
1650012536 $24,939 1-Aug-96 1.62 FIXED FIXED N/A N/A N/A N/A N/A
22630012540 $28,190 20-Mar-97 2.14 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
1720012709 $39,312 18-Dec-96 2.05 FIXED FIXED N/A N/A N/A N/A N/A
24650012784 $93,825 24-Dec-96 1.32 FIXED FIXED N/A N/A N/A N/A N/A
21630012931 $27,258 6-Feb-97 1.71 ARM 6MOLIBOR 4.500 1.5 13.950 7.950 6
22630012947 $17,280 23-Jan-97 1.59 ARM 6MOLIBOR 4.000 2.0 13.750 9.200 6
22630012948 $18,363 23-Jan-97 1.69 ARM 6MOLIBOR 4.000 2.0 13.750 9.200 6
22630012953 $22,743 23-Jan-97 1.42 ARM 6MOLIBOR 4.000 2.0 13.750 9.200 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------
<S> <C> <C>
21630013351 1-Mar-99 Purchase
24630013352 1-Aug-99 Purchase
1700010320 1-May-99 Refinance
1700010420 1-Apr-99 Cashout Refinance
1700010464 1-Jun-99 Cashout Refinance
1700010497 1-Mar-99 Refinance
1720010854 N/A Purchase
1630010860 1-May-99 Cashout Refinance
1650010884 N/A Purchase
21650010908 N/A Purchase
2700010913 1-Jul-99 Purchase
1650010970 N/A Purchase
1650010992 N/A Purchase
1720010996 N/A Purchase
1650011009 N/A Purchase
1650011176 N/A Purchase
1720011304 N/A Purchase
1650011307 N/A Purchase
24630011333 1-Aug-99 Refinance
1650011353 N/A Purchase
3720011393 N/A Refinance
3650011398 N/A Refinance
3720011402 N/A Purchase
3720011403 N/A Refinance
3720011404 N/A Refinance
3720011405 N/A Refinance
3650011409 N/A Cashout Refinance
3650011416 N/A Purchase
3650011424 N/A Cashout Refinance
3720011427 N/A Refinance
3720011432 N/A Refinance
21700011525 1-Mar-99 Refinance
3700011598 1-Jun-99 Cashout Refinance
3720011612 N/A Cashout Refinance
3720011616 N/A Refinance
21630011696 1-May-99 Purchase
3700011892 1-May-99 Cashout Refinance
1720012241 N/A Purchase
1720012333 N/A Purchase
1650012477 N/A Purchase
22650012504 N/A Purchase
1650012536 N/A Purchase
22630012540 1-May-99 Purchase
1720012709 N/A Purchase
24650012784 N/A Purchase
21630012931 1-Mar-99 Purchase
22630012947 1-Mar-00 Refinance
22630012948 1-Mar-00 Cashout Refinance
22630012953 1-Mar-00 Cashout Refinance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
22700012966 1013-1021 N. 21ST AVENUE PHOENIX AZ 85009 Commercial
21630012972 10227 SOUTH 10TH AVENUE INGLEWOOD CA 90303 Multifamily
1720012974 118-118 1/2 NORTH MAIN STREET LAKE ELSINORE CA 92530 Commercial
22630012988 5510 N. 35TH AVENUE PHOENIX AZ 85022 Multifamily
22630012995 2025 S SHENANDOAH ST LOS ANGELES CA 90034 Multifamily
1650013002 240-244 WEST OLIVER STREET LOS ANGELES CA 90731 Multifamily
24630013005 570 SOUTH FAIRFAX STREET GLENDALE CO 80222 Multifamily
21700013016 807 W. GRAND BLVD CORONA CA 91720 Commercial
21630013027 2422 MALABAR STREET LOS ANGELES CA 90033 Multifamily
21630013037 2923-29 LIBERTY BLVD. SOUTH GATE CA 90280 Multifamily
22700013041 16331 LAKESHORE DR LAKE ELSINORE CA 92530 Commercial
21630013068 6812-20 WOODMAN AVE VAN NUYS CA 91405 Commercial
22330013086 201 W PASADENA AVE PHOENIX AZ 85013 Multifamily
21630013090 4562-4574 E LESTER ST TUCSON AZ 85712 Multifamily
23630013103 1333-1335 SOUTH VAN NESS AVENUE SAN FRANCISCO CA 94110 Multifamily
1650013105 437-441 1/2 WEST 4TH STREET LONG BEACH CA 90802 Multifamily
24330013113 912-914 COUNTRY CLUB AVE CHEYENNE WY 82001 Multifamily
21700013115 4615 SAN FERNANDO RD GLENDALE CA 91204 Commercial
28630013126 1150-1152 OGDEN STREET EXTENSION BRIDGEPORT CT 6604 Multifamily
22630013130 425 E BROWN RD MESA AZ 85201 Multifamily
21650013155 5732 WARING AVE. LOS ANGELES CA 90038 Multifamily
21630013216 1250 NORTH H STREET OXNARD CA 93030 Multifamily
24650013220 1984 AKRON STREET AURORA CO 80010 Multifamily
26700013223 1741-1835 LANCASTER DR NE SALEM OR 97305 Commercial
21700013240 3517, 3515 & 3518 SOUTH CEDAR ST. TACOMA WA 98411 Commercial
21630013243 6525 NORTH FULTON AVENUE VAN NUYS CA 91401 Multifamily
25630013252 7510 ROOSEVELT WAY NE SEATTLE WA 98115 Multifamily
22630013261 3250-54 W 9TH ST LOS ANGELES CA 90006 Multifamily
21630013263 10029 SEPULVEDA BLVD MISSION HILLS CA 91345 Multifamily
21630013266 14931 ROSCOE BLVD VAN NUYS CA 91402 Multifamily
26700013268 9014 NE SAINT JONES BLVD VANCOUVER WA 98605 Commercial
28630013269 493 MONMOUTH ST JERSEY CITY NJ 7302 Multifamily
21630013272 648 W 92ND ST LOS ANGELES CA 90044 Multifamily
21630013276 169 S BURLINGTON AVE LOS ANGELES CA 90057 Multifamily
26630013277 131 SE 24TH AVE PORTLAND OR 97214 Multifamily
23630013287 200 EAST IVANHOE CHANDLER AZ 85225 Multifamily
27630013290 7306-08 S YATES AVE CHICAGO IL 60649 Multifamily
23600013293 33 W LOWER BUCKEYE RD AVONDALE AZ 85323 Multifamily
29630013294 511 W PERRY ST LANTANA FL 33462 Multifamily
23630013300 1613 6TH STREET BERKELEY CA 94710 Multifamily
22600013301 4888 JESSIE AVE LA MESA CA 91941 Multifamily
24630013313 4928 LIVE OAK ST DALLAS TX 75246 Multifamily
23720013321 2089 SOUTH BASCOM AVENUE CAMPBELL CA 95008 Commercial
26630013329 11401 NE SANDY BLVD PORTLAND OR 97220 Multifamily
26630013334 76251 RAINBOW ST OAKRIDGE OR 97463 Multifamily
23630013337 1624 P ST SACRAMENTO CA 95814 Multifamily
22630013344 760 PLYMOUTH DR N KEIZER OR 97303 Multifamily
22700013350 824-834 E CALIFORNIA BLVD PASADENA CA 91106 Commercial
21630013353 607 E WALNUT ST SANTA ANA CA 92701 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
22700012966 1951 18,464 350,000 28-Apr-97 40.00 39.45
21630012972 1956 6 240,000 10-Jan-97 60.42 59.54
1720012974 1940 3,275 89,000 15-Jan-97 80.45 78.70
22630012988 1959 36 710,000 12-Feb-97 70.00 69.22
22630012995 1954 10 325,000 18-Feb-97 60.00 59.19
1650013002 1924 5 130,000 21-Feb-97 81.73 79.88
24630013005 1962 12 410,000 12-Feb-97 68.29 66.33
21700013016 1985 4,250 340,000 3-Feb-97 64.71 63.94
21630013027 1925 8 157,000 25-Feb-97 70.00 69.02
21630013037 1925 6 238,000 28-Feb-97 64.18 63.58
22700013041 1988 10,000 319,000 19-Feb-97 61.88 61.29
21630013068 1922 2,156 400,000 17-Mar-97 60.00 59.24
22330013086 1959 20 640,000 12-Mar-97 70.00 69.32
21630013090 1982 6 220,000 17-Mar-97 58.64 57.89
23630013103 1905 5 290,000 17-Mar-97 74.83 73.98
1650013105 1918 7 120,000 21-Feb-97 97.00 92.94
24330013113 1950 11 390,000 10-Mar-97 73.08 70.43
21700013115 1948 2,185 225,000 25-Mar-97 48.89 48.47
28630013126 1965 21 275,000 27-Mar-97 51.14 50.56
22630013130 1973 30 910,000 6-Mar-97 72.53 71.61
21650013155 1988 5 170,000 30-Apr-97 86.12 85.11
21630013216 1965 24 970,000 30-Apr-97 61.86 61.23
24650013220 1961 8 145,000 7-May-97 72.41 71.70
26700013223 1986 34,108 2,650,000 2-Apr-97 54.72 53.70
21700013240 1967 3,475 185,000 28-Apr-97 46.49 14.20
21630013243 1960 10 325,000 29-May-97 69.14 68.29
25630013252 1902 5 280,000 23-May-97 53.57 52.85
22630013261 1948 8 200,000 21-May-97 70.00 69.27
21630013263 1964 5 190,000 26-May-97 63.16 61.57
21630013266 1961 39 1,050,000 2-May-97 75.00 74.16
26700013268 1996 5,000 520,000 13-Jun-97 44.23 43.49
28630013269 1920 6 180,000 2-May-97 65.72 64.92
21630013272 1965 19 385,000 11-Jun-97 75.00 74.15
21630013276 1958 14 214,000 17-Jun-97 69.51 68.47
26630013277 1930 12 445,000 10-Jun-97 66.29 65.54
23630013287 1960 85 1,620,000 19-Jun-97 70.99 70.16
27630013290 1920 6 240,000 7-Jun-97 70.00 69.20
23600013293 1983 141 2,110,000 4-Jun-97 71.09 70.35
29630013294 1970 14 292,000 16-Jun-97 73.63 72.84
23630013300 1962 7 400,000 2-Jun-97 60.00 54.89
22600013301 1950 25 625,000 8-Jun-97 70.00 67.32
24630013313 1959 32 285,000 28-May-97 67.54 66.85
23720013321 1984 12,027 1,550,000 12-Jul-97 66.13 65.24
26630013329 1949 14 365,000 12-Jun-97 59.18 58.07
26630013334 1970 55 670,000 7-Jul-97 59.70 59.04
23630013337 1920 8 260,000 27-Jun-97 53.85 53.31
22630013344 1964 56 1,500,000 11-Jul-97 67.67 67.05
22700013350 1926 5,073 550,000 12-Jul-97 45.45 43.30
21630013353 1962 7 190,000 25-Mar-97 65.00 64.40
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
22700012966 $140,000 $138,072 12.000 1,471.45 280 280 1-Jul-97 1-Jun-22
21630012972 $145,000 $142,904 9.750 1,242.36 337 337 1-Apr-97 1-Mar-27
1720012974 $71,600 $70,046 8.000 525.38 61 337 1-Apr-97 1-Mar-04
22630012988 $497,000 $491,479 10.060 4,383.59 337 337 1-Apr-97 1-Mar-27
22630012995 $195,000 $192,352 9.750 1,672.24 337 337 1-Apr-97 1-Mar-27
1650013002 $106,250 $103,843 9.000 854.92 62 338 1-May-97 1-Apr-04
24630013005 $280,000 $271,956 8.950 2,242.88 338 338 1-May-97 1-Apr-27
21700013016 $220,000 $217,385 10.750 2,048.85 337 337 1-Apr-97 1-Mar-27
21630013027 $109,900 $108,354 9.375 913.00 338 338 1-May-97 1-Apr-27
21630013037 $152,750 $151,323 10.630 1,412.14 338 338 1-May-97 1-Apr-27
22700013041 $197,400 $195,510 11.500 1,951.31 338 338 1-May-97 1-Apr-27
21630013068 $240,000 $236,974 10.375 2,167.22 338 338 1-May-97 1-Apr-27
22330013086 $448,000 $443,673 10.500 4,098.04 62 338 1-May-97 1-Apr-04
21630013090 $129,000 $127,349 9.250 1,060.15 339 339 1-Jun-97 1-May-27
23630013103 $217,000 $214,547 9.450 1,816.75 339 339 1-Jun-97 1-May-27
1650013105 $116,400 $111,533 9.000 936.59 39 339 1-Jun-97 1-May-02
24330013113 $285,000 $274,681 10.750 2,660.43 63 339 1-Jun-97 1-May-04
21700013115 $110,000 $109,062 12.000 1,129.34 339 339 1-Jun-97 1-May-27
28630013126 $140,625 $139,051 9.500 1,182.46 339 339 1-Jun-97 1-May-27
22630013130 $660,000 $651,650 9.000 5,309.01 339 339 1-Jun-97 1-May-27
21650013155 $146,400 $144,681 9.500 1,231.02 39 339 1-Jun-97 1-May-02
21630013216 $600,000 $593,947 9.750 5,154.93 340 340 1-Jul-97 1-Jun-27
24650013220 $105,000 $103,968 9.880 912.16 40 340 1-Jul-97 1-Jun-02
26700013223 $1,450,000 $1,423,076 9.625 12,778.94 160 280 1-Jul-97 1-Jun-12
21700013240 $86,000 $26,279 11.000 246.40 341 341 1-Aug-97 1-Jul-27
21630013243 $224,700 $221,926 8.875 1,786.21 341 341 1-Aug-97 1-Jul-27
25630013252 $150,000 $147,986 7.875 1,088.20 341 341 1-Aug-97 1-Jul-27
22630013261 $140,000 $138,532 10.000 1,226.51 342 342 1-Sep-97 1-Aug-27
21630013263 $120,000 $116,976 8.875 942.24 341 341 1-Aug-97 1-Jul-27
21630013266 $787,500 $778,629 8.875 6,266.49 341 341 1-Aug-97 1-Jul-27
26700013268 $230,000 $226,133 10.000 2,008.04 342 342 1-Sep-97 1-Aug-27
28630013269 $118,300 $116,848 8.375 899.44 341 341 1-Aug-97 1-Jul-27
21630013272 $288,750 $285,483 9.500 2,423.45 342 342 1-Sep-97 1-Aug-27
21630013276 $148,750 $146,519 9.375 1,231.37 341 341 1-Aug-97 1-Jul-27
26630013277 $295,000 $291,662 9.500 2,475.91 342 342 1-Sep-97 1-Aug-27
23630013287 $1,150,000 $1,136,623 8.375 8,736.80 103 343 1-Oct-97 1-Sep-07
27630013290 $168,000 $166,084 9.500 1,409.89 342 342 1-Sep-97 1-Aug-27
23600013293 $1,500,000 $1,484,415 9.750 12,869.28 342 342 1-Sep-97 1-Aug-27
29630013294 $215,000 $212,705 9.500 1,805.65 342 342 1-Sep-97 1-Aug-27
23630013300 $240,000 $219,564 9.690 2,051.41 102 342 1-Sep-97 1-Aug-07
22600013301 $437,500 $420,778 9.500 4,618.57 162 342 1-Sep-97 1-Aug-12
24630013313 $192,500 $190,529 9.750 1,650.91 343 343 1-Oct-97 1-Sep-27
23720013321 $1,025,000 $1,011,195 10.480 9,663.23 102 282 1-Sep-97 1-Aug-07
26630013329 $216,000 $211,956 10.000 1,892.24 343 343 1-Oct-97 1-Sep-27
26630013334 $400,000 $395,601 10.000 3,501.62 342 342 1-Sep-97 1-Aug-27
23630013337 $140,000 $138,597 10.500 1,277.65 342 342 1-Sep-97 1-Aug-27
22630013344 $1,015,000 $1,005,732 9.375 8,437.49 344 344 1-Nov-97 1-Oct-27
22700013350 $250,000 $238,147 9.625 2,623.59 163 163 1-Oct-97 1-Sep-12
21630013353 $123,500 $122,356 9.875 1,070.75 344 344 1-Nov-97 1-Oct-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22700012966 $31,663 2-May-97 2.21 ARM PRIME 4.200 2.0 15.200 9.200 6
21630012972 $22,061 18-Feb-97 1.77 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
1720012974 $10,191 12-Feb-97 1.62 FIXED FIXED N/A N/A N/A N/A N/A
22630012988 $73,651 18-Feb-97 1.40 ARM 6MOLIBOR 4.000 2.0 13.750 10.060 6
22630012995 $43,816 25-Feb-97 2.61 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
1650013002 $13,200 26-Feb-97 1.29 FIXED FIXED N/A N/A N/A N/A N/A
24630013005 $38,852 25-Feb-97 1.44 ARM 6MOLIBOR 3.750 2.0 13.500 8.950 6
21700013016 $30,414 26-Feb-97 1.58 ARM 6MOLIBOR 5.000 2.0 13.950 7.950 6
21630013027 $20,836 4-Mar-97 2.21 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013037 $23,633 7-Mar-97 1.39 ARM 6MOLIBOR 4.500 2.0 13.500 10.630 6
22700013041 $40,813 5-Mar-97 2.19 ARM PRIME 3.250 2.0 14.750 8.750 6
21630013068 $33,692 24-Mar-97 1.60 ARM 6MOLIBOR 5.000 2.0 13.950 7.950 6
22330013086 $59,783 25-Mar-97 1.22 FIXED FIXED N/A N/A N/A N/A N/A
21630013090 $17,653 20-Mar-97 1.63 ARM 6MOLIBOR 4.250 1.5 13.500 7.500 6
23630013103 $25,026 31-Mar-97 1.15 ARM 6MOLIBOR 4.000 2.0 13.750 7.750 6
1650013105 $16,737 1-Apr-97 1.49 FIXED FIXED N/A N/A N/A N/A N/A
24330013113 $32,651 1-Mar-97 1.02 FIXED FIXED N/A N/A N/A N/A N/A
21700013115 $17,684 2-Apr-97 1.67 ARM PRIME 3.950 2.0 14.950 8.950 6
28630013126 $2,545 1-Apr-97 0.18 ARM 6MOLIBOR 3.750 2.0 15.500 9.500 6
22630013130 $92,324 26-Jan-97 1.63 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21650013155 $20,355 1-Apr-97 1.38 FIXED FIXED N/A N/A N/A N/A N/A
21630013216 $80,871 13-May-97 1.31 ARM 6MOLIBOR 3.750 2.0 13.500 9.750 6
24650013220 $16,500 21-May-97 1.51 FIXED FIXED N/A N/A N/A N/A N/A
26700013223 $213,216 7-May-97 1.59 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21700013240 $12,991 15-May-97 1.60 ARM PRIME 3.250 2.0 14.750 8.750 6
21630013243 $34,963 5-Jun-97 1.78 ARM 6MOLIBOR 3.750 2.0 13.450 7.950 6
25630013252 $18,747 11-Jun-97 1.49 ARM 1YRCMT 3.250 1.5 13.500 7.500 6
22630013261 $19,749 18-Jun-97 1.60 ARM 6MOLIBOR 4.250 1.5 14.000 8.000 6
21630013263 $15,386 4-Jun-97 1.53 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013266 $106,787 19-Jun-97 1.55 ARM 6MOLIBOR 3.750 1.5 13.950 7.950 6
26700013268 $32,948 20-Jun-97 1.67 ARM 6MOLIBOR 4.250 2.0 13.750 7.750 6
28630013269 $26,118 16-Jun-97 2.63 ARM 1YRCMT 3.750 1.5 13.500 7.500 6
21630013272 $56,825 23-Jul-97 2.35 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013276 $30,330 24-Jun-97 2.26 ARM 6MOLIBOR 4.250 1.5 13.750 8.250 6
26630013277 $35,175 24-Jun-97 1.42 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
23630013287 $141,087 1-Jul-97 1.40 ARM 1YRCMT 3.250 1.5 13.450 7.950 6
27630013290 $23,272 23-Jun-97 1.65 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
23600013293 $198,963 20-Jun-97 1.51 ARM 6MOLIBOR 4.000 1.5 14.000 8.000 6
29630013294 $19,990 1-Jun-97 1.06 ARM 6MOLIBOR 3.755 1.5 13.450 7.950 6
23630013300 $33,287 26-Jun-97 1.35 FIXED FIXED N/A N/A N/A N/A N/A
22600013301 $58,421 26-Jun-97 1.55 ARM 6MOLIBOR 3.750 1.5 13.750 7.750 6
24630013313 $26,252 19-Jun-97 1.59 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
23720013321 $143,898 16-Jul-97 1.24 FIXED FIXED N/A N/A N/A N/A N/A
26630013329 $36,390 8-Jul-97 1.96 ARM 6MOLIBOR 4.250 2.0 13.750 7.750 6
26630013334 $61,368 5-Jun-97 1.83 ARM 6MOLIBOR 4.250 1.5 13.500 7.500 6
23630013337 $18,514 14-Jul-97 1.51 ARM 6MOLIBOR 4.750 1.5 13.950 7.950 6
22630013344 $137,662 21-Jul-97 1.50 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
22700013350 $38,427 24-Jul-97 1.32 ARM 6MOLIBOR 3.950 2.0 13.750 8.250 6
21630013353 $18,261 14-Jul-97 1.61 ARM 6MOLIBOR 4.500 1.5 13.950 8.450 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------
<S> <C> <C>
22700012966 1-Jun-99 Cashout Refinance
21630012972 1-Mar-99 Refinance
1720012974 N/A Purchase
22630012988 1-Mar-00 Purchase
22630012995 1-Mar-99 Purchase
1650013002 N/A Purchase
24630013005 1-Apr-00 Purchase
21700013016 1-Mar-99 Refinance
21630013027 1-Apr-99 Purchase
21630013037 1-Apr-00 Purchase
22700013041 1-Apr-99 Purchase
21630013068 1-Apr-99 Purchase
22330013086 N/A Purchase
21630013090 1-May-99 Refinance
23630013103 1-May-00 Purchase
1650013105 N/A Purchase
24330013113 N/A Refinance
21700013115 1-May-99 Refinance
28630013126 1-May-00 Purchase
22630013130 1-May-99 Purchase
21650013155 N/A Purchase
21630013216 1-Jun-00 Cashout Refinance
24650013220 N/A Purchase
26700013223 1-Jun-99 Refinance
21700013240 1-Jul-99 Refinance
21630013243 1-Jul-99 Purchase
25630013252 1-Jul-99 Cashout Refinance
22630013261 1-Aug-99 Cashout Refinance
21630013263 1-Jul-99 Purchase
21630013266 1-Jul-99 Refinance
26700013268 1-Aug-99 Cashout Refinance
28630013269 1-Jul-99 Purchase
21630013272 1-Aug-99 Purchase
21630013276 1-Jul-99 Purchase
26630013277 1-Aug-99 Cashout Refinance
23630013287 1-Mar-99 Purchase
27630013290 1-Aug-99 Cashout Refinance
23600013293 1-Aug-99 Purchase
29630013294 1-Aug-99 Purchase
23630013300 N/A Refinance
22600013301 1-Aug-99 Cashout Refinance
24630013313 1-Mar-99 Purchase
23720013321 N/A Refinance
26630013329 1-Mar-99 Cashout Refinance
26630013334 1-Aug-99 Cashout Refinance
23630013337 1-Aug-99 Cashout Refinance
22630013344 1-Apr-99 Purchase
22700013350 1-Mar-99 Refinance
21630013353 1-Apr-99 Refinance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
21700013354 1133 CRENSHAW BLVD LOS ANGELES CA 90019 Commercial
21700013355 1135 - 1137 CRENSHAW BOULEVARD LOS ANGELES CA 90019 Commercial
28700013357 342 E 51ST ST NEW YORK NY 10022 Commercial
22630013359 173 WEST STATE STREET EL CENTRO CA 92243 Multifamily
25630013360 635 75THE ST SE EVERETT WA 98203 Multifamily
21630013361 5316-28 MAYWOOD AVE & 3501-07 E 53RD ST MAYWOOD CA 90270 Multifamily
29700013362 1718 LAKE AVE ASHTABULA OH 44004 Commercial
28700013363 125 JAMES ST JERSEY CITY NJ 7305 Commercial
23700013365 1700 PORTER WAY STOCKTON CA 95207 Commercial
22630013369 6802-6850 N 44TH AVE GLENDALE AZ 95301 Multifamily
21700013370 5462 2ND ST IRWINDALE CA 91706 Commercial
24630013371 1233 N 35TH ST PHOENIX AZ 85008 Multifamily
23700013372 300 EAST CAMELBACK ROAD PHOENIX AZ 85012 Commercial
21630013374 5934 WOODMAN AVE VAN NUYS CA 91401 Multifamily
26630013375 6230 SW HALL BLVD BEAVERTON OR 97008 Multifamily
22650013376 635 N 4TH AVE PHOENIX AZ 88003 Multifamily
22700013377 3614 N 15TH AVE PHOENIX AZ 85015 Commercial
21630013378 1445 SOUTH CLOVERDALE AVENUE LOS ANGELES CA 90019 Multifamily
21630013380 978 S HARVARD BLVD LOS ANGELES CA 90006 Multifamily
21630013382 2202 W GLENROSA AVE PHOENIX AZ 85015 Multifamily
24650013384 2130 W INDIAN SCHOOL RD PHOENIX AZ 85015 Multifamily
24630013385 2269 WEST OAK STREET DENTON TX 76201 Multifamily
21630013387 12444-12512 OXFORD AVE HAWTHORNE CA 90250 Multifamily
28700013388 132-142 S THIRD ST EASTON PA 18042 Commercial
27700013389 2525 WESTCHESTER AVENUE BRONX NY 10461 Commercial
24700013390 65-97 S SHERIDAN BLVD LAKEWOOD CO 80226 Commercial
21630013392 450 SOUTH WITMER STREET LOS ANGELES CA 90017 Multifamily
21630013393 5705 CARLTON WAY LOS ANGELES CA 90028 Multifamily
24630013394 3666 S PEARL ST ENGLEWOOD CO 80110 Multifamily
25630013396 2615 EAST CHERRY STREET SEATTLE WA 98122 Multifamily
25630013397 515 22ND AVE SEATTLE WA 98122 Multifamily
22630013398 9003-9013 DUDLEXT AVE SOUTH GATE CA 90280 Multifamily
22630013399 1952 JUNIPERO AVENUE SIGNAL HILL CA 90806 Multifamily
22650013400 232-240 S AVENUE 19 LOS ANGELES CA 90031 Multifamily
22700013401 8255 E RAINTREE DR SCOTTSDALE AZ 85260 Commercial
21700013402 4061 TWEEDY BOULEVARD SOUTH GATE CA 90280 Commercial
26700013403 6529 NE SANOY BLVD PORTLAND OR 97213 Commercial
21630013404 1246 W 93RD ST LOS ANGELES CA 90044 Multifamily
23700013405 3171 GURNEVILLE RD SANTA ROSA CA 95406 Commercial
26630013408 10305 SE WILSONVILLE RD WILSONVILLE OR 97070 Multifamily
24630013411 1718-1732 6TH AVE MESA AZ 85204 Multifamily
24700013412 110-160 W 84TH AVE THORTON CO 80221 Commercial
21630013415 2125 N 15TH ST PHOENIX AZ 85006 Multifamily
21630013416 4169 WEST 1ST STREET LOS ANGELES CA 90004 Multifamily
22630013417 3147 W OLYVE FRESNO CA 93722 Multifamily
21630013418 1016 E BROADWAY GLENDALE CA 91205 Commercial
21630013422 916 S MANHATTAN PL LOS ANGELES CA 90019 Multifamily
21630013423 11944 RUNNYMEDE ST NORTH HOLLYWOOD CA 91605 Multifamily
25700013424 11903 NE 128TH ST KIRKLAND WA 98034 Commercial
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
21700013354 1947 3,360 250,000 3-Jul-97 60.00 59.47
21700013355 1949 4,059 305,000 3-Jul-97 60.00 59.47
28700013357 1890 6,800 1,700,000 27-Jun-97 61.18 60.59
22630013359 1984 5 163,000 11-Jun-97 63.80 63.19
25630013360 1980 9 470,000 1-Nov-97 56.38 55.74
21630013361 1938 11 240,000 24-Jul-97 71.67 70.98
29700013362 1956 6,783 185,000 1-Jul-97 60.00 59.44
28700013363 1970 12,900 1,400,000 29-May-97 35.71 34.91
23700013365 1959 15,137 1,000,000 23-Jun-97 50.00 49.54
22630013369 1972 16 400,000 11-Jul-97 65.00 64.38
21700013370 1986 6,836 445,000 24-Jul-97 50.00 49.45
24630013371 1985 32 750,000 19-Jun-97 75.00 74.24
23700013372 1965 14,123 1,150,000 28-Jun-97 47.83 45.72
21630013374 1958 10 295,000 29-Jun-97 65.00 64.34
26630013375 1960 8 295,000 23-Jul-97 69.49 68.68
22650013376 1949 18 225,000 11-Jul-97 72.00 71.44
22700013377 1962 2,016 150,000 24-Jul-97 45.33 44.95
21630013378 1963 9 330,000 27-Jun-97 62.12 61.52
21630013380 1963 6 220,000 25-Jul-97 65.00 56.93
21630013382 1983 19 690,000 3-Jul-97 79.71 78.89
24650013384 1982 70 1,575,000 19-Aug-97 74.52 73.77
24630013385 1972 57 570,000 21-Jul-97 72.37 71.11
21630013387 1987 21 900,000 4-Aug-97 75.00 74.14
28700013388 1924 22,050 800,000 29-Apr-97 60.00 59.43
27700013389 1928 5,053 600,000 16-Jun-97 58.33 57.85
24700013390 1965 26,293 1,135,000 1-Aug-97 70.00 69.36
21630013392 1924 24 370,000 31-Jul-97 64.12 63.58
21630013393 1953 11 369,000 6-Aug-97 70.19 69.51
24630013394 1973 17 510,000 17-Jul-97 66.57 65.85
25630013396 1909 20 715,000 1-Aug-97 69.93 69.16
25630013397 1909 19 765,000 1-Aug-97 62.09 61.40
22630013398 1946 6 186,000 30-Jul-97 70.00 69.30
22630013399 1941 12 315,000 15-Aug-97 65.00 64.36
22650013400 1941 11 214,500 8-Aug-97 57.34 56.82
22700013401 1985 14,863 1,400,000 8-Aug-97 64.29 63.65
21700013402 1927 1,584 120,000 25-Jul-97 65.00 64.28
26700013403 1954 4,097 260,000 15-Jul-97 63.46 62.40
21630013404 1957 12 190,000 14-Aug-97 75.00 74.15
23700013405 1982 20,717 950,000 7-May-97 60.00 58.47
26630013408 1979 37 1,775,000 1-Jul-97 64.79 63.87
24630013411 1979 8 230,000 26-Jun-97 68.70 66.82
24700013412 1965 15,662 730,000 14-Aug-97 69.52 68.90
21630013415 1977 16 385,000 5-Aug-97 70.13 69.44
21630013416 1907 5 218,000 18-Aug-97 69.04 68.26
22630013417 1958 11 670,000 22-Jul-97 44.78 42.85
21630013418 1992 17,730 2,200,000 11-Aug-97 65.05 64.45
21630013422 1965 33 700,000 11-Aug-97 75.00 74.25
21630013423 1987 11 310,000 15-Aug-97 74.19 73.45
25700013424 1981 8,782 910,000 24-Jul-97 67.58 66.30
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21700013354 $150,000 $148,666 10.750 1,397.38 343 343 1-Oct-97 1-Sep-27
21700013355 $183,000 $181,372 10.750 1,704.80 343 343 1-Oct-97 1-Sep-27
28700013357 $1,040,000 $1,029,972 9.625 8,831.37 343 343 1-Oct-97 1-Sep-27
22630013359 $104,000 $103,004 9.750 892.52 343 343 1-Oct-97 1-Sep-27
25630013360 $265,000 $261,974 8.375 2,013.70 343 343 1-Oct-97 1-Sep-27
21630013361 $172,000 $170,342 9.625 1,460.57 343 343 1-Oct-97 1-Sep-27
29700013362 $111,000 $109,960 10.250 992.94 343 343 1-Oct-97 1-Sep-27
28700013363 $500,000 $488,740 12.000 5,483.60 223 223 1-Oct-97 1-Sep-17
23700013365 $500,000 $495,353 10.000 4,382.32 103 343 1-Oct-97 1-Sep-07
22630013369 $260,000 $257,510 9.750 2,231.30 343 343 1-Oct-97 1-Sep-27
21700013370 $222,500 $220,068 10.750 2,069.69 343 343 1-Oct-97 1-Sep-27
24630013371 $562,500 $556,806 10.000 4,925.99 343 343 1-Oct-97 1-Sep-27
23700013372 $550,000 $525,745 10.750 6,145.76 163 163 1-Oct-97 1-Sep-12
21630013374 $191,750 $189,796 9.500 1,610.24 343 343 1-Oct-97 1-Sep-27
26630013375 $205,000 $202,602 8.625 1,592.76 343 343 1-Oct-97 1-Sep-27
22650013376 $162,000 $160,741 10.170 1,442.06 67 343 1-Oct-97 1-Sep-04
22700013377 $68,000 $67,430 11.250 659.00 343 343 1-Oct-97 1-Sep-27
21630013378 $205,000 $203,014 9.625 1,740.80 343 343 1-Oct-97 1-Sep-27
21630013380 $143,000 $125,253 9.750 1,120.67 343 343 1-Oct-97 1-Sep-27
21630013382 $550,000 $544,322 9.500 4,619.91 343 343 1-Oct-97 1-Sep-27
24650013384 $1,173,750 $1,161,895 9.000 9,444.26 103 343 1-Oct-97 1-Sep-07
24630013385 $412,500 $405,316 9.500 3,594.66 283 283 1-Oct-97 1-Sep-22
21630013387 $675,000 $667,276 8.375 5,129.10 343 343 1-Oct-97 1-Sep-27
28700013388 $480,000 $475,404 10.250 4,292.88 343 343 1-Oct-97 1-Sep-27
27700013389 $350,000 $347,072 10.250 3,132.53 344 344 1-Nov-97 1-Oct-27
24700013390 $794,500 $787,269 10.250 7,109.02 343 343 1-Oct-97 1-Sep-27
21630013392 $237,250 $235,238 10.250 2,124.19 343 343 1-Oct-97 1-Sep-27
21630013393 $259,000 $256,500 9.625 2,199.33 343 343 1-Oct-97 1-Sep-27
24630013394 $339,500 $335,847 9.500 2,849.38 343 343 1-Oct-97 1-Sep-27
25630013396 $500,000 $494,465 8.625 3,887.24 343 343 1-Oct-97 1-Sep-27
25630013397 $475,000 $469,742 8.625 3,692.87 343 343 1-Oct-97 1-Sep-27
22630013398 $130,200 $128,907 9.125 1,058.37 344 344 1-Nov-97 1-Oct-27
22630013399 $204,750 $202,743 9.750 1,756.75 343 343 1-Oct-97 1-Sep-27
22650013400 $123,000 $121,868 9.500 1,034.26 103 343 1-Oct-97 1-Sep-07
22700013401 $900,000 $891,121 9.625 7,640.81 343 343 1-Oct-97 1-Sep-27
21700013402 $78,000 $77,137 11.750 806.48 283 283 1-Oct-97 1-Sep-22
26700013403 $165,000 $162,235 9.625 1,401.74 344 344 1-Nov-97 1-Oct-27
21630013404 $142,500 $140,889 9.250 1,170.03 343 343 1-Oct-97 1-Sep-27
23700013405 $570,000 $555,425 10.250 5,581.88 223 223 1-Oct-97 1-Sep-17
26630013408 $1,150,000 $1,133,715 8.000 8,420.13 343 343 1-Oct-97 1-Sep-27
24630013411 $158,000 $153,681 9.125 1,271.82 344 344 1-Nov-97 1-Oct-27
24700013412 $507,500 $502,955 9.875 4,401.44 344 344 1-Nov-97 1-Oct-27
21630013415 $270,000 $267,338 9.375 2,242.81 344 344 1-Nov-97 1-Oct-27
21630013416 $150,500 $148,810 9.375 1,248.43 344 344 1-Nov-97 1-Oct-27
22630013417 $300,000 $287,070 9.500 3,122.74 165 165 1-Dec-97 1-Nov-12
21630013418 $1,431,000 $1,417,976 10.250 12,804.28 343 343 1-Oct-97 1-Sep-27
21630013422 $525,000 $519,724 8.875 4,174.75 344 344 1-Nov-97 1-Oct-27
21630013423 $230,000 $227,688 8.875 1,828.94 344 344 1-Nov-97 1-Oct-27
25700013424 $615,000 $603,303 9.625 5,170.11 344 344 1-Nov-97 1-Oct-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21700013354 $27,142 2-Jul-97 1.96 ARM 6MOLIBOR 5.000 1.5 14.500 8.500 6
21700013355 $31,158 21-Jul-97 1.85 ARM 6MOLIBOR 5.000 1.5 14.500 8.500 6
28700013357 $140,634 23-Jul-97 1.50 ARM 6MOLIBOR 3.950 2.0 13.750 8.250 6
22630013359 $13,454 25-Sep-97 1.43 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
25630013360 $35,522 29-Jul-97 1.53 ARM 1YRCMT 3.250 1.5 13.450 7.950 6
21630013361 $23,615 29-Jul-97 1.52 ARM 6MOLIBOR 3.950 1.5 13.750 8.250 6
29700013362 $21,280 15-Jul-97 2.19 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
28700013363 $104,165 22-Jul-97 1.94 ARM PRIME 3.500 2.0 14.450 8.950 6
23700013365 $98,914 6-Jun-97 2.19 ARM 6MOLIBOR 4.250 2.0 13.750 8.250 6
22630013369 $37,292 7-Aug-97 1.59 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
21700013370 $30,438 31-Jul-97 1.49 ARM 6MOLIBOR 5.000 2.0 13.950 8.450 6
24630013371 $80,056 7-Jul-97 1.62 ARM 6MOLIBOR 4.250 1.5 14.000 8.000 6
23700013372 $111,761 15-Jul-97 1.72 ARM 6MOLIBOR 5.000 2.0 14.500 8.500 6
21630013374 $25,078 8-Jul-97 1.49 ARM 6MOLIBOR 3.750 2.0 13.450 7.950 6
26630013375 $25,089 31-Jul-97 1.39 ARM 1YRCMT 3.500 1.5 13.500 8.000 6
22650013376 $20,480 7-Aug-97 1.18 FIXED FIXED N/A N/A N/A N/A N/A
22700013377 $15,163 8-Aug-97 2.42 ARM 6MOLIBOR 5.500 2.0 14.500 8.500 6
21630013378 $38,229 7-Aug-97 2.07 ARM 6MOLIBOR 3.950 1.5 13.750 8.250 6
21630013380 $19,797 14-Jul-97 1.58 ARM 6MOLIBOR 4.000 1.5 13.450 7.950 6
21630013382 $72,399 11-Aug-97 1.50 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
24650013384 $151,615 11-Aug-97 1.34 FIXED FIXED N/A N/A N/A N/A N/A
24630013385 $58,354 6-Aug-97 1.60 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013387 $94,086 27-Aug-97 1.59 ARM 1YRCMT 3.250 1.5 13.450 7.950 6
28700013388 $53,887 25-Jun-97 1.28 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
27700013389 $54,867 11-Aug-97 1.73 ARM 6MOLIBOR 4.875 2.0 14.330 8.330 6
24700013390 $124,161 13-Aug-97 1.70 ARM 6MOLIBOR 4.500 2.0 13.950 8.450 6
21630013392 $36,809 13-Aug-97 1.69 ARM 6MOLIBOR 4.500 1.5 14.450 8.450 6
21630013393 $42,148 12-Aug-97 1.81 ARM 6MOLIBOR 3.950 1.5 13.750 8.250 6
24630013394 $46,692 15-Aug-97 1.64 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
25630013396 $59,492 15-Aug-97 1.36 ARM 1YRCMT 3.500 1.5 13.450 7.950 6
25630013397 $61,308 15-Aug-97 1.47 ARM 1YRCMT 3.500 1.5 13.450 7.950 6
22630013398 $17,654 21-Aug-97 1.58 ARM 6MOLIBOR 3.750 1.5 13.250 7.750 6
22630013399 $28,682 21-Aug-97 1.55 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
22650013400 $14,358 21-Aug-97 1.16 FIXED FIXED N/A N/A N/A N/A N/A
22700013401 $98,363 21-Aug-97 1.21 ARM 6MOLIBOR 3.950 2.0 13.750 8.250 6
21700013402 $15,234 14-Aug-97 1.90 ARM PRIME 3.250 2.0 14.750 9.250 6
26700013403 $25,517 30-Jun-97 1.68 ARM 6MOLIBOR 4.250 2.0 13.950 8.450 6
21630013404 $24,995 22-Aug-97 2.14 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
23700013405 $86,461 27-Aug-97 1.48 ARM 6MOLIBOR 4.500 2.0 13.950 8.250 6
26630013408 $135,154 5-Aug-97 1.37 ARM 1YRCMT 2.950 1.5 13.500 7.750 6
24630013411 $19,339 14-Aug-97 1.46 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
24700013412 $95,795 14-Aug-97 2.15 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21630013415 $37,314 12-Aug-97 1.61 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013416 $20,633 25-Aug-97 1.56 ARM 6MOLIBOR 4.000 1.5 13.450 7.950 6
22630013417 $62,261 26-Aug-97 1.87 ARM 6MOLIBOR 4.500 2.0 13.500 7.500 6
21630013418 $236,439 26-Aug-97 1.80 ARM 6MOLIBOR 4.500 2.0 13.950 8.450 6
21630013422 $79,199 29-Aug-97 1.75 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
21630013423 $39,535 19-Aug-97 2.00 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
25700013424 $80,477 27-Aug-97 1.45 ARM 6MOLIBOR 4.250 2.0 13.750 8.250 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------------
<S> <C> <C>
21700013354 1-Mar-99 Refinance
21700013355 1-Mar-99 Cashout Refinance
28700013357 1-Mar-99 Purchase
22630013359 1-Mar-99 Cashout Refinance
25630013360 1-Mar-99 Refinance
21630013361 1-Mar-99 Purchase
29700013362 1-Mar-99 Refinance
28700013363 1-Mar-99 Refinance
23700013365 1-Mar-99 Cashout Refinance
22630013369 1-Mar-99 Refinance
21700013370 1-Mar-99 Purchase
24630013371 1-Mar-99 Purchase
23700013372 22-Feb-99 Purchase
21630013374 1-Mar-99 Cashout Refinance
26630013375 1-Mar-99 Purchase
22650013376 N/A Purchase
22700013377 1-Mar-99 Cashout Refinance
21630013378 1-Mar-99 Cashout Refinance
21630013380 1-Mar-99 Purchase
21630013382 22-Feb-99 Purchase
24650013384 N/A Purchase
24630013385 1-Mar-99 Purchase
21630013387 1-Mar-99 Purchase
28700013388 1-Mar-99 Cashout Refinance
27700013389 1-Apr-99 Cashout Refinance
24700013390 1-Mar-99 Purchase
21630013392 1-Mar-99 Purchase
21630013393 1-Mar-99 Refinance
24630013394 1-Mar-99 Refinance
25630013396 1-Mar-99 Refinance
25630013397 1-Mar-99 Cashout Refinance
22630013398 1-Apr-99 Refinance
22630013399 1-Mar-99 Purchase
22650013400 N/A Purchase
22700013401 1-Mar-99 Cashout Refinance
21700013402 10-Mar-99 Purchase
26700013403 1-Apr-99 Cashout Refinance
21630013404 1-Mar-99 Purchase
23700013405 1-Mar-99 Cashout Refinance
26630013408 1-Mar-99 Refinance
24630013411 1-Apr-99 Cashout Refinance
24700013412 1-Apr-99 Purchase
21630013415 1-Apr-99 Cashout Refinance
21630013416 1-Apr-99 Purchase
22630013417 1-May-99 Cashout Refinance
21630013418 1-Mar-99 Refinance
21630013422 1-Apr-99 Purchase
21630013423 1-Apr-99 Purchase
25700013424 1-Apr-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
22700013425 4375 - 4379 GAGE AVENUE BELL CA 90201 Commercial
25630013427 205 19TH ST & 1820 E JOHN ST SEATTLE WA 98122 Multifamily
23650013428 15510-70 MAUBERT AVE SAN LEANDRO CA 94578 Multifamily
1650013429 4005 URSULA AVE LOS ANGELES CA 90008 Multifamily
22630013430 1101 WEST G STREET SAN BERNARDINO CA 92410 Multifamily
22650013431 21151 GOLDEN HILLS BOULEVARD TEHACHAPI CA 93561 Multifamily
1650013432 4238 8TH AVE LOS ANGELES CA 90008 Multifamily
21630013433 1868 GARDENIA AVE LONG BEACH CA 90806 Multifamily
21630013434 942 MENLO AVE LOS ANGELES CA 90006 Multifamily
22630013435 1415 W 224TH ST TORRANCE CA 90501 Multifamily
24630013436 2313 EMPORIA ST AURORA CO 80010 Multifamily
24700013438 500 E THOMAS RD PHOENIX AZ 85012 Commercial
22630013441 16627 NORTH 25TH STREET PHOENIX AZ 85032 Multifamily
21700013442 7342 ORANGE THORPE AVE BUENA PARK CA 90621 Commercial
22700013443 12841 VALLEY VIEW AVE LA MIRADA CA 90638 Commercial
21630013444 26829 HILLVIEW ST HIGHLAND CA 92346 Multifamily
21630013445 3568 BUDLONG AVE LOS ANGELES CA 90037 Multifamily
21630013448 7254 INDEPENDENCE AVE CANOGA PARK CA 91303 Multifamily
26700013449 940 HIGHWAY 99 N EUGENE OR 97402 Commercial
29650013453 402 LAKE OSBORNE DR LAKE WORTH FL 33461 Multifamily
29700013455 801-809 1/2 E IDLEWILD AVE & 5916-5920 N NEBRASKA TAMPA FL 33064 Multifamily
21630013457 220-238 ROSELAKE AVE LOS ANGELES CA 90026 Multifamily
26630013458 5436-5504 SE CENTER ST PORTLAND OR 97206 Multifamily
22650013459 13063 5TH ST YUCAIPA CA 92399 Multifamily
23630013461 4242 CAMPUS AVE SAN DIEGO CA 92103 Multifamily
21630013462 1377 W 112TH ST LOS ANGELES CA 90044 Multifamily
24650013465 5849 ORAM ST DALLAS TX 75206 Multifamily
21630013466 1601 - 1603 1/2 HAYWORTH AVENUE LOS ANGELES CA 90035 Multifamily
21630013467 978 S KENMORE AVE LOS ANGELES CA 90006 Multifamily
22700013470 3000-3020 W LINCOLN AVE ANAHEIM CA 92801 Commercial
25630013472 7401 RAINIER AVE S SEATTLE WA 98118 Multifamily
25630013473 7325 RAINER AVE S SEATTLE WA 98118 Multifamily
25650013474 102411 47TH AVE LAKEWOOD WA 98499 Multifamily
24700013475 1279-1281 MARION ST DENVER CO 80216 Commercial
21630013476 9512 HINDRY PL LOS ANGELES CA 90045 Multifamily
29630013478 49-53 UNION ST & 5-15 ADAMS ST EAST HAMTOM MA 1027 Commercial
24630013479 815 SHERMAN ST DENVER CO 80203 Multifamily
21630013481 6837 FULTON AVE NORTH HOLLYWOOD CA 91605 Multifamily
21630013482 9329 GLASGOW PL LOS ANGELES CA 90045 Multifamily
22630013486 1975 PARSONS ST COSTA MESA CA 92627 Multifamily
21630013492 421 MCDONALD AVENUE WILMINGTON CA 90744 Multifamily
23700013493 659 - 665 VALENCIA STREET SAN FRANCISCO CA 94121 Commercial
26700013496 6025 JEAN RD LAKE OSWEGO OR 97035 Commercial
21630013497 7862 LANKERSHIM BLVD HIGHLAND CA 92408 Multifamily
21630013499 225 W 43RD ST LOS ANGELES CA 90037 Multifamily
23630013500 3060 PORTER ST SOQUEL CA 95073 Multifamily
22630013501 2735 LINCOLN PARK AVE LOS ANGELES CA 90031 Multifamily
24630013506 1372 MARION ST & 1314-1316 E 14TH ST DENVER CO 80209 Multifamily
22700013507 2727 SOUTH SHANNON STREET SANTA ANA CA 92704 Commercial
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
22700013425 1922 14,229 525,000 29-Jul-97 50.00 49.50
25630013427 1910 30 1,700,000 28-Jul-97 67.65 66.80
23650013428 1945 9 630,000 17-Jul-97 46.03 45.69
1650013429 1960 20 400,000 29-Aug-97 80.54 79.87
22630013430 1955 9 175,000 8-Aug-97 68.00 67.34
22650013431 1987 6 146,000 5-Aug-97 78.77 77.92
1650013432 1928 6 210,000 22-Aug-97 89.05 88.31
21630013433 1958 6 185,000 25-Aug-97 67.92 67.24
21630013434 1962 11 280,000 15-Aug-97 75.00 74.24
22630013435 1960 18 576,000 29-Aug-97 75.00 74.18
24630013436 1958 8 160,000 26-Aug-97 75.00 74.22
24700013438 1974 15,661 765,000 11-Aug-97 62.75 62.15
22630013441 1962 32 565,000 3-Sep-97 70.00 69.48
21700013442 1979 24,058 1,300,000 19-Aug-97 61.54 60.92
22700013443 1968 19,566 1,270,000 23-Jun-97 66.93 65.37
21630013444 1942 12 240,000 8-Aug-97 66.67 66.02
21630013445 1965 5 190,000 26-Aug-97 56.45 55.93
21630013448 1963 8 212,000 8-Sep-97 74.82 74.07
26700013449 1957 5,984 405,000 4-Aug-97 65.00 61.56
29650013453 1964 7 226,000 2-Sep-97 75.00 74.37
29700013455 1913 5 250,000 19-Aug-97 54.40 53.29
21630013457 1965 10 200,000 12-Sep-97 73.13 72.42
26630013458 1917 7 310,000 9-Sep-97 64.52 63.60
22650013459 1930 74 1,285,000 2-Sep-97 68.09 67.23
23630013461 1920 9 340,000 12-Sep-97 54.41 53.76
21630013462 1960 10 330,000 15-Sep-97 63.64 62.80
24650013465 1930 12 320,000 10-Sep-97 75.00 74.43
21630013466 1928 5 265,000 26-Aug-97 43.40 42.95
21630013467 1963 5 195,500 15-Sep-97 69.51 68.81
22700013470 1978 18,120 1,470,000 31-Jul-97 63.95 58.80
25630013472 1959 62 1,575,000 17-Jul-97 68.25 67.58
25630013473 1962 49 1,350,000 17-Jul-97 68.15 67.46
25650013474 1980 14 415,000 1-Oct-97 75.54 74.54
24700013475 1904 1,532 174,000 11-Sep-97 60.34 59.79
21630013476 1990 8 426,500 22-Sep-97 68.60 67.96
29630013478 1916 15 525,000 1-Aug-97 65.71 65.14
24630013479 1929 19 630,000 17-Sep-97 74.40 73.63
21630013481 1957 5 180,000 24-Sep-97 72.92 72.23
21630013482 1989 8 325,000 25-Sep-97 73.95 73.23
22630013486 1963 12 460,000 14-Aug-97 57.61 52.22
21630013492 1985 9 218,000 25-Sep-97 74.83 73.53
23700013493 1924 4,500 1,400,000 2-Jul-97 58.14 57.38
26700013496 1988 11,012 830,000 19-Aug-97 62.65 62.08
21630013497 1986 60 1,015,000 22-Sep-97 69.66 68.97
21630013499 1916 5 155,000 24-Sep-97 55.00 54.53
23630013500 1965 39 980,000 29-Sep-97 63.27 52.17
22630013501 1924 10 366,500 2-Oct-97 67.33 66.63
24630013506 1896 15 387,000 17-Sep-97 74.61 73.81
22700013507 1977 10,416 690,000 30-Sep-97 50.72 50.20
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
22700013425 $262,500 $259,895 10.875 2,466.01 344 344 1-Nov-97 1-Oct-27
25630013427 $1,150,000 $1,135,626 7.500 8,045.50 344 344 1-Nov-97 1-Oct-27
23650013428 $290,000 $287,822 10.000 2,544.96 104 344 1-Nov-97 1-Oct-07
1650013429 $322,150 $319,477 9.500 2,708.82 68 344 1-Nov-97 1-Oct-04
22630013430 $119,000 $117,848 9.125 967.58 344 344 1-Nov-97 1-Oct-27
22650013431 $115,000 $113,770 10.880 1,117.17 105 285 1-Dec-97 1-Nov-07
1650013432 $187,000 $185,446 9.500 1,572.40 44 344 1-Nov-97 1-Oct-02
21630013433 $125,650 $124,386 8.875 999.15 344 344 1-Nov-97 1-Oct-27
21630013434 $210,000 $207,886 8.875 1,669.87 344 344 1-Nov-97 1-Oct-27
22630013435 $432,000 $427,303 8.875 3,432.36 344 344 1-Nov-97 1-Oct-27
24630013436 $120,000 $118,747 8.875 953.85 344 344 1-Nov-97 1-Oct-27
24700013438 $480,000 $475,441 9.625 4,074.37 344 344 1-Nov-97 1-Oct-27
22630013441 $395,500 $392,554 10.625 3,651.74 344 344 1-Nov-97 1-Oct-27
21700013442 $800,000 $791,909 8.875 6,361.32 344 344 1-Nov-97 1-Oct-27
22700013443 $850,000 $830,174 9.875 8,127.93 224 224 1-Nov-97 1-Oct-17
21630013444 $160,000 $158,455 9.125 1,300.97 344 344 1-Nov-97 1-Oct-27
21630013445 $107,250 $106,271 9.375 891.55 344 344 1-Nov-97 1-Oct-27
21630013448 $158,625 $157,026 8.875 1,261.33 344 344 1-Nov-97 1-Oct-27
26700013449 $263,250 $249,315 9.625 2,168.53 344 344 1-Nov-97 1-Oct-27
29650013453 $169,500 $168,085 9.500 1,425.25 104 344 1-Nov-97 1-Oct-07
29700013455 $136,000 $133,231 11.500 1,328.19 44 344 1-Nov-97 1-Oct-02
21630013457 $146,250 $144,835 9.125 1,189.15 344 344 1-Nov-97 1-Oct-27
26630013458 $200,000 $197,167 7.875 1,553.94 344 344 1-Nov-97 1-Oct-27
22650013459 $875,000 $863,900 9.800 7,828.11 105 285 1-Dec-97 1-Nov-07
23630013461 $185,000 $182,792 7.875 1,340.88 344 344 1-Nov-97 1-Oct-27
21630013462 $210,000 $207,248 8.875 1,664.75 344 344 1-Nov-97 1-Oct-27
24650013465 $240,000 $238,175 9.625 2,039.98 105 345 1-Dec-97 1-Nov-07
21630013466 $115,000 $113,814 8.750 903.58 345 345 1-Dec-97 1-Nov-27
21630013467 $135,900 $134,527 8.875 1,080.61 344 344 1-Nov-97 1-Oct-27
22700013470 $940,000 $864,419 9.500 12,153.63 105 105 1-Dec-97 1-Nov-07
25630013472 $1,075,000 $1,064,324 7.950 7,856.25 345 345 1-Dec-97 1-Nov-27
25630013473 $920,000 $910,700 7.950 6,722.28 345 345 1-Dec-97 1-Nov-27
25650013474 $313,500 $309,326 9.300 2,590.46 105 345 1-Dec-97 1-Nov-07
24700013475 $105,000 $104,032 9.250 862.93 345 345 1-Dec-97 1-Nov-27
21630013476 $292,600 $289,842 9.000 2,352.45 345 345 1-Dec-97 1-Nov-27
29630013478 $345,000 $342,001 9.000 2,775.79 345 345 1-Dec-97 1-Nov-27
24630013479 $468,750 $463,870 8.500 3,601.16 345 345 1-Dec-97 1-Nov-27
21630013481 $131,250 $130,017 8.750 1,032.22 345 345 1-Dec-97 1-Nov-27
21630013482 $240,337 $237,998 8.750 1,889.49 345 345 1-Dec-97 1-Nov-27
22630013486 $265,000 $240,213 7.750 1,899.96 345 345 1-Dec-97 1-Nov-27
21630013492 $163,125 $160,306 8.500 1,247.91 345 345 1-Dec-97 1-Nov-27
23700013493 $814,000 $803,255 9.750 7,248.64 285 285 1-Dec-97 1-Nov-22
26700013496 $520,000 $515,238 8.875 4,136.10 345 345 1-Dec-97 1-Nov-27
21630013497 $707,000 $700,029 8.875 5,619.52 345 345 1-Dec-97 1-Nov-27
21630013499 $85,250 $84,527 9.500 716.33 345 345 1-Dec-97 1-Nov-27
23630013500 $620,000 $511,247 7.500 3,619.67 345 345 1-Dec-97 1-Nov-27
22630013501 $246,750 $244,203 8.750 1,938.75 345 345 1-Dec-97 1-Nov-27
24630013506 $288,750 $285,627 8.500 2,217.41 345 345 1-Dec-97 1-Nov-27
22700013507 $350,000 $346,398 8.625 2,719.58 345 345 1-Dec-97 1-Nov-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22700013425 $29,109 5-Sep-97 1.15 ARM 6MOLIBOR 5.500 2.0 14.500 9.000 6
25630013427 $134,567 27-Aug-97 1.43 ARM 1YRCMT 2.950 1.5 13.250 7.250 6
23650013428 $50,342 18-Aug-97 1.65 FIXED FIXED N/A N/A N/A N/A N/A
1650013429 $53,663 25-Jul-97 1.65 FIXED FIXED N/A N/A N/A N/A N/A
22630013430 $16,905 27-Aug-97 1.62 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
22650013431 $24,682 10-Oct-97 1.84 FIXED FIXED N/A N/A N/A N/A N/A
1650013432 $21,479 1-Aug-97 1.14 FIXED FIXED N/A N/A N/A N/A N/A
21630013433 $17,768 8-Sep-97 1.64 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
21630013434 $29,412 9-Sep-97 1.63 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
22630013435 $67,667 8-Sep-97 1.91 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
24630013436 $16,689 11-Sep-97 1.66 ARM 6MOLIBOR 3.500 1.5 13.500 7.500 6
24700013438 $76,469 11-Sep-97 1.86 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
22630013441 $59,174 12-Sep-97 1.56 ARM 6MOLIBOR 5.250 2.0 14.450 8.950 6
21700013442 $106,074 15-Sep-97 1.54 ARM 6MOLIBOR 3.500 2.0 13.750 7.750 6
22700013443 $128,465 9-Sep-97 1.40 ARM 6MOLIBOR 4.500 2.0 14.500 9.000 6
21630013444 $25,049 9-Sep-97 1.79 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
21630013445 $16,748 15-Sep-97 1.73 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
21630013448 $21,438 16-Sep-97 1.57 ARM 6MOLIBOR 3.500 1.5 13.750 7.750 6
26700013449 $39,288 3-Sep-97 1.74 ARM 6MOLIBOR 4.250 2.0 13.200 7.700 6
29650013453 $25,831 12-Sep-97 1.51 FIXED FIXED N/A N/A N/A N/A N/A
29700013455 $21,143 26-Sep-97 1.57 ARM PRIME 3.250 2.0 14.750 9.250 6
21630013457 $24,309 22-Sep-97 1.90 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
26630013458 $24,017 15-Sep-97 1.47 ARM 1YRCMT 3.250 1.5 13.250 7.250 6
22650013459 $119,993 17-Sep-97 1.28 FIXED FIXED N/A N/A N/A N/A N/A
23630013461 $23,066 19-Sep-97 1.52 ARM 1YRCMT 3.250 1.5 13.250 7.250 6
21630013462 $32,381 22-Sep-97 1.88 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
24650013465 $30,534 19-Sep-97 1.25 FIXED FIXED N/A N/A N/A N/A N/A
21630013466 $24,752 17-Sep-97 2.63 ARM 6MOLIBOR 3.750 1.5 13.250 7.250 6
21630013467 $17,966 23-Sep-97 1.54 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
22700013470 $179,405 21-Aug-97 1.29 ARM 6MOLIBOR 4.500 2.0 13.950 8.450 6
25630013472 $137,178 11-Sep-97 1.46 ARM 1YRCMT 3.500 1.5 13.450 7.950 6
25630013473 $113,945 11-Sep-97 1.41 ARM 1YRCMT 3.500 1.5 13.450 7.950 6
25650013474 $39,030 19-Sep-97 1.26 FIXED FIXED N/A N/A N/A N/A N/A
24700013475 $14,706 26-Sep-97 1.64 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
21630013476 $44,781 1-Oct-97 1.78 ARM 6MOLIBOR 4.000 1.5 13.250 7.750 6
29630013478 $49,643 29-Sep-97 1.60 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
24630013479 $65,299 29-Sep-97 1.70 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013481 $18,536 29-Sep-97 1.61 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
21630013482 $31,117 2-Oct-97 1.51 ARM 6MOLIBOR 3.750 1.5 13.250 7.750 6
22630013486 $42,513 5-Sep-97 1.91 ARM 1YRCMT 3.750 1.5 13.500 7.500 6
21630013492 $27,697 6-Oct-97 2.07 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
23700013493 $120,762 29-Jul-97 1.54 ARM 6MOLIBOR 4.750 2.0 13.950 8.450 6
26700013496 $91,018 19-Sep-97 2.00 ARM 6MOLIBOR 3.950 2.0 13.950 7.950 6
21630013497 $120,899 14-Oct-97 2.04 ARM 6MOLIBOR 3.950 1.5 13.500 7.500 6
21630013499 $13,014 6-Oct-97 1.66 ARM 6MOLIBOR 4.500 1.5 14.450 8.450 6
23630013500 $84,112 9-Oct-97 1.62 ARM 1YRCMT 3.250 1.5 13.000 7.500 6
22630013501 $34,411 14-Oct-97 1.59 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
24630013506 $36,276 6-Oct-97 1.53 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22700013507 $63,522 16-Oct-97 2.06 ARM 6MOLIBOR 3.700 2.0 13.490 7.990 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------
<S> <C> <C>
22700013425 1-Apr-99 Refinance
25630013427 1-Apr-99 Purchase
23650013428 N/A Refinance
1650013429 N/A Purchase
22630013430 1-Apr-99 Purchase
22650013431 N/A Refinance
1650013432 N/A Purchase
21630013433 1-Apr-99 Purchase
21630013434 1-Apr-99 Purchase
22630013435 1-Apr-99 Purchase
24630013436 1-Apr-99 Purchase
24700013438 1-Apr-99 Cashout Refinance
22630013441 1-Apr-99 Purchase
21700013442 1-Apr-99 Purchase
22700013443 1-Apr-99 Refinance
21630013444 1-Apr-99 Refinance
21630013445 1-Apr-99 Cashout Refinance
21630013448 1-Apr-99 Purchase
26700013449 1-Apr-99 Cashout Refinance
29650013453 N/A Purchase
29700013455 1-Apr-99 Refinance
21630013457 1-Apr-99 Purchase
26630013458 1-Apr-99 Purchase
22650013459 N/A Refinance
23630013461 1-Apr-99 Cashout Refinance
21630013462 1-Apr-99 Refinance
24650013465 N/A Refinance
21630013466 1-May-99 Purchase
21630013467 1-Apr-99 Purchase
22700013470 1-May-99 Purchase
25630013472 1-May-99 Cashout Refinance
25630013473 1-May-99 Refinance
25650013474 N/A Purchase
24700013475 1-May-99 Purchase
21630013476 1-May-99 Purchase
29630013478 1-May-99 Cashout Refinance
24630013479 1-May-99 Purchase
21630013481 1-May-99 Purchase
21630013482 1-May-99 Purchase
22630013486 1-May-99 Refinance
21630013492 1-May-99 Purchase
23700013493 1-May-99 Refinance
26700013496 1-May-99 Cashout Refinance
21630013497 1-May-99 Purchase
21630013499 1-May-99 Cashout Refinance
23630013500 1-May-99 Purchase
22630013501 1-May-99 Purchase
24630013506 1-May-99 Purchase
22700013507 1-May-99 Refinance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
24630013509 5905 E RICHTHOFEN PL AURORA CO 80010 Multifamily
29630013510 2124 - 2138 PARK TERRACE COLLEGE PARK GA 30337 Multifamily
21630013513 1004 - 1084 BADEN AVENUE GROVER BEACH CA 93433 Multifamily
24630013517 2861 ELIOT CIRCLE WESTMINSTER CO 80030 Multifamily
21630013518 1131 14TH ST SANTA MONICA CA 90403 Multifamily
21630013520 3808 AGNES AVE LYNWOOD CA 90262 Multifamily
22700013521 270-272 REDONDO AVE LONG BEACH CA 90803 Commercial
24700013970 2865 JANITELL RD COLORADO SPRINGS CO 80910 Commercial
29630013331 2921 2ND AVE NORTH Lake Worth FL 33461 Multifamily
28700013338 2 CENTRAL AVE West Orange NJ 7052 Commercial
21630013483 8633 & 8637 CEDROS AVE Panorama City CA 91402 Multifamily
24650013485 808 & 900 NORTH CENTER ST Arlington TX 76011 Multifamily
23630013487 14755 ARMSTRONG WOODS RD Guerneville CA 95446 Multifamily
24630013489 5425 GASTON AVE Dallas TX 75214 Multifamily
24630013490 801 E HATCHER RD Phoenix AZ 85020 Multifamily
22700013494 323 S DATE AVE Alhambra CA 91803 Commercial
22700013498 3404-3410 W 75TH ST & 7501-07&1/2 S. CRENSHAW BLVD Los Angeles CA 90043 Commercial
22630013502 740 W UNIVERSITY Tempe AZ 85281 Multifamily
29650013504 1652 W GRACE ST/ 603 N ALLEN ST Richmond VA 23220 Multifamily
21630013511 712 NAPLES DR Las Vegas NV 89119 Multifamily
23630013514 15207 DICKENS ST Los Angeles CA 91403 Multifamily
24630013515 2001 BRISTOL RD Laredo TX 78045 Multifamily
29630013516 4902-5467 PINE CLUSTER LANE Orlando FL 32819 Multifamily
23630013519 100 E OAK ST Lodi CA 95240 Multifamily
21630013523 1437-1443 WEST 105TH ST Los Angeles CA 90047 Multifamily
26630013526 1759 JEROME AVE Astoria OR 97103 Multifamily
21630013527 1360 S BURLINGTON AVE Los Angeles CA 90006 Multifamily
26630013529 1108-1110 WOOD AVE Kelso WA 98626 Multifamily
26650013530 1611 SE 21ST AVE Portland OR 97214 Multifamily
23720013531 350 COLLEGE AVE Santa Rosa CA 95401 Commercial
21700013532 22102 CLARENDON ST Woodland Hills CA 91367 Commercial
29630013533 99-105 WENDELL AVE Pittsfield MA 1201 Multifamily
25700013534 2625 E TRENT AVE Spokane WA 99202 Commercial
24630013535 1550 S PEARL ST Denver CO 80010 Multifamily
25650013536 10 EAST CASINO RD Everett WA 98203 Multifamily
24630013538 1630 CLINTON ST Aurora CO 80010 Multifamily
22630013540 5200 EAST MAIN ST Mesa AZ 85205 Multifamily
29650013541 921 EVERGREEN DR Lake Park FL 33403 Multifamily
24630013542 9501 WEST PEORIA AVENUE PEORIA AZ 85345 Commercial
22630013543 1702 SHERMAN PLACE Long Beach CA 90804 Multifamily
22630013544 846 NEPTUNE AVE Los Angeles CA 90744 Multifamily
21700013546 2321 S HOOPER Los Angeles CA 90011 Commercial
23720013547 150 CARNATION DR Watsonville CA 95076 Commercial
21630013548 911-923 S LEONARD AVE Los Angeles CA 90022 Multifamily
24630013549 7030 STUART ST, 4250 & 4260 W 70TH PL Westminster CO 80030 Multifamily
21630013550 4218 N 17TH ST Phoenix AZ 85012 Multifamily
21630013551 310 N PARKMAN AVE Los Angeles CA 90026 Multifamily
21630013553 1736 W MARINE AVE Gardena CA 90247 Multifamily
21630013554 348-370 S BERENDO ST Los Angeles CA 90020 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
24630013509 1957 5 160,000 2-Oct-97 75.00 74.28
29630013510 1960 18 420,000 10-Sep-97 75.00 74.33
21630013513 1983 11 525,000 31-Oct-97 52.38 51.82
24630013517 1962 6 240,000 25-Sep-97 60.42 55.67
21630013518 1963 8 690,000 8-Oct-97 73.91 73.18
21630013520 1950 7 215,000 13-Oct-97 75.00 74.34
22700013521 1940 900 190,000 15-Sep-97 63.16 62.68
24700013970 1996 42,656 1,720,000 19-Sep-96 63.95 63.19
29630013331 1955 22 393,000 26-Jun-97 70.00 69.36
28700013338 1995 2,700 450,000 1-May-97 39.33 38.97
21630013483 1976 10 325,000 24-Sep-97 74.31 73.53
24650013485 1983 40 550,000 22-Sep-97 72.73 72.11
23630013487 1946 29 640,000 15-Aug-97 33.28 32.38
24630013489 1962 25 210,000 30-Jun-97 70.00 69.31
24630013490 1979 18 415,000 18-Aug-97 66.27 65.61
22700013494 1967 5,125 350,000 11-Sep-97 50.29 49.84
22700013498 1961 1,891 185,000 15-Sep-97 66.76 66.20
22630013502 1977 58 1,950,000 25-Sep-97 65.38 64.64
29650013504 1920 9 285,000 24-Sep-97 73.42 72.91
21630013511 1975 22 575,000 15-Aug-97 47.83 47.43
23630013514 1955 9 370,000 8-Oct-97 41.89 41.47
24630013515 1980 110 1,900,000 3-Sep-97 70.00 69.47
29630013516 1984 44 1,320,000 22-Sep-97 66.29 65.75
23630013519 1984 12 425,000 3-Oct-97 61.18 60.63
21630013523 1964 36 855,000 3-Oct-97 84.40 79.25
26630013526 1900 5 135,000 12-Sep-97 69.26 67.58
21630013527 1920 24 356,000 13-Oct-97 60.04 59.48
26630013529 1976 25 730,000 4-Oct-97 65.75 65.25
26650013530 1913 6 365,000 1-Oct-97 73.97 73.10
23720013531 1978 6,132 635,000 15-Sep-97 55.12 54.43
21700013532 1976 3,735 495,000 25-Sep-97 45.45 45.08
29630013533 1850 18 275,000 1-Aug-97 54.55 54.11
25700013534 1958 10,375 340,000 20-Aug-97 51.47 51.09
24630013535 1963 50 485,000 8-Oct-97 58.35 57.82
25650013536 1994 18 1,230,000 26-Sep-97 65.04 64.52
24630013538 1962 8 200,000 22-Oct-97 74.63 73.91
22630013540 1959 100 1,950,000 25-Sep-97 53.08 52.68
29650013541 1971 18 520,000 22-Oct-97 55.38 53.33
24630013542 1979 16,380 580,000 7-Oct-97 66.38 65.77
22630013543 1964 12 350,000 24-Oct-97 40.00 39.67
22630013544 1964 15 370,000 23-Oct-97 67.57 65.30
21700013546 1925 2,726 190,000 22-Oct-97 51.47 51.11
23720013547 1980 7,909 825,000 30-Oct-97 69.15 68.31
21630013548 1928 7 210,000 26-Oct-97 66.67 66.00
24630013549 1961 18 578,000 13-Oct-97 72.73 72.03
21630013550 1960 7 175,000 13-Oct-97 65.00 64.40
21630013551 1989 15 505,000 23-Oct-97 70.00 69.32
21630013553 1958 15 470,000 28-Oct-97 75.00 74.27
21630013554 1938 12 385,000 29-Oct-97 75.00 74.27
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment Maturity
Loan Id Balance Date Balance Date Rate Payment Term Term Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24630013509 $120,000 $118,846 8.500 922.64 345 345 1-Dec-97 1-Nov-27
29630013510 $315,000 $312,188 9.000 2,533.82 345 345 1-Dec-97 1-Nov-27
21630013513 $275,000 $272,036 7.750 1,970.73 345 345 1-Dec-97 1-Nov-27
24630013517 $145,000 $133,619 8.500 1,049.48 345 345 1-Dec-97 1-Nov-27
21630013518 $510,000 $504,952 8.440 3,898.88 345 345 1-Dec-97 1-Nov-27
21630013520 $161,250 $159,839 9.600 1,366.13 345 345 1-Dec-97 1-Nov-27
22700013521 $120,000 $119,088 10.250 1,074.32 345 345 1-Dec-97 1-Nov-27
24700013970 $1,100,000 $1,086,809 10.250 9,843.31 337 337 1-Apr-97 1-Mar-27
29630013331 $275,100 $272,586 9.000 2,212.41 345 345 1-Dec-97 1-Nov-27
28700013338 $177,000 $175,378 9.500 1,486.27 345 345 1-Dec-97 1-Nov-27
21630013483 $241,500 $238,983 8.500 1,855.29 345 345 1-Dec-97 1-Nov-27
24650013485 $400,000 $396,628 9.125 3,254.54 105 345 1-Dec-97 1-Nov-07
23630013487 $213,000 $207,227 9.625 1,992.29 225 225 1-Dec-97 1-Nov-17
24630013489 $147,000 $145,542 8.750 1,155.48 345 345 1-Dec-97 1-Nov-27
24630013490 $275,000 $272,290 8.625 2,152.25 346 346 1-Jan-98 1-Dec-27
22700013494 $176,000 $174,428 9.500 1,478.22 345 345 1-Dec-97 1-Nov-27
22700013498 $123,500 $122,477 10.000 1,082.44 345 345 1-Dec-97 1-Nov-27
22630013502 $1,275,000 $1,260,435 7.250 8,704.65 345 345 1-Dec-97 1-Nov-27
29650013504 $209,250 $207,799 9.500 1,759.49 107 347 1-Feb-98 1-Jan-08
21630013511 $275,000 $272,713 9.625 2,334.53 345 345 1-Dec-97 1-Nov-27
23630013514 $155,000 $153,452 8.875 1,231.85 345 345 1-Dec-97 1-Nov-27
24630013515 $1,330,000 $1,319,888 9.625 11,304.86 106 346 1-Jan-98 1-Dec-07
29630013516 $875,000 $867,944 9.125 7,117.60 346 346 1-Jan-98 1-Dec-27
23630013519 $260,000 $257,672 8.750 2,045.69 345 345 1-Dec-97 1-Nov-27
21630013523 $721,650 $677,545 8.500 5,344.09 345 345 1-Dec-97 1-Nov-27
26630013526 $93,500 $91,227 8.875 832.39 226 226 1-Jan-98 1-Dec-17
21630013527 $213,750 $211,750 8.750 1,681.11 345 345 1-Dec-97 1-Nov-27
26630013529 $480,000 $476,349 9.250 3,948.85 106 346 1-Jan-98 1-Dec-07
26650013530 $270,000 $266,806 8.500 2,114.52 105 345 1-Dec-97 1-Nov-07
23720013531 $350,000 $345,615 9.750 3,118.99 105 285 1-Dec-97 1-Nov-07
21700013532 $225,000 $223,149 9.750 1,931.51 345 345 1-Dec-97 1-Nov-27
29630013533 $150,000 $148,801 9.125 1,220.24 346 346 1-Jan-98 1-Dec-27
25700013534 $175,000 $173,706 10.250 1,567.05 345 345 1-Dec-97 1-Nov-27
24630013535 $283,000 $280,426 9.250 2,326.09 345 345 1-Dec-97 1-Nov-27
25650013536 $800,000 $793,565 8.960 6,413.97 106 346 1-Jan-98 1-Dec-07
24630013538 $149,250 $147,812 8.625 1,159.71 346 346 1-Jan-98 1-Dec-27
22630013540 $1,035,000 $1,027,302 10.125 9,168.77 70 346 1-Jan-98 1-Dec-04
29650013541 $288,000 $277,321 9.550 3,016.07 106 166 1-Jan-98 1-Dec-07
24630013542 $385,000 $381,476 8.875 3,062.07 346 346 1-Jan-98 1-Dec-27
22630013543 $140,000 $138,848 8.875 1,113.91 346 346 1-Jan-98 1-Dec-27
22630013544 $250,000 $241,598 8.875 1,938.22 346 346 1-Jan-98 1-Dec-27
21700013546 $97,800 $97,113 11.000 929.76 346 346 1-Jan-98 1-Dec-27
23720013547 $570,500 $563,587 9.450 4,964.63 70 286 1-Jan-98 1-Dec-04
21630013548 $140,000 $138,609 8.875 1,112.50 346 346 1-Jan-98 1-Dec-27
24630013549 $420,375 $416,318 8.625 3,266.37 346 346 1-Jan-98 1-Dec-27
21630013550 $113,750 $112,704 8.875 904.17 346 346 1-Jan-98 1-Dec-27
21630013551 $353,500 $350,078 8.625 2,746.66 346 346 1-Jan-98 1-Dec-27
21630013553 $352,500 $349,070 8.625 2,738.76 346 346 1-Jan-98 1-Dec-27
21630013554 $288,750 $285,956 8.625 2,243.57 346 346 1-Jan-98 1-Dec-27
<CAPTION>
Under-
written Date of Original Rate Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Type Loan Index Margin Cap Rate Rate Frequency
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24630013509 $16,345 10-Oct-97 1.58 ARM 6MOLIBOR 3.500 1.5 13.750 7.750 6
29630013510 $46,510 20-Oct-97 1.64 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
21630013513 $41,574 25-Sep-97 1.76 ARM 1YRCMT 2.990 1.5 13.250 7.750 6
24630013517 $18,576 14-Oct-97 1.56 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013518 $57,592 20-Oct-97 1.23 ARM 1YRCMT 2.990 1.5 14.440 8.440 6
21630013520 $22,659 20-Oct-97 1.38 ARM 6MOLIBOR 3.750 1.5 13.500 9.600 6
22700013521 $17,277 22-Oct-97 1.53 ARM 6MOLIBOR 5.250 2.0 14.250 8.750 6
24700013970 $183,259 5-Feb-97 1.85 ARM 6MOLIBOR 4.500 2.0 13.950 8.250 6
29630013331 $45,781 15-Oct-97 1.85 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
28700013338 $39,480 14-Oct-97 2.55 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21630013483 $38,224 2-Oct-97 1.93 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
24650013485 $54,448 1-Oct-97 1.39 FIXED FIXED N/A N/A N/A N/A N/A
23630013487 $75,126 28-Oct-97 3.39 ARM 6MOLIBOR 4.630 2.0 14.500 8.500 6
24630013489 $21,239 23-Sep-97 1.72 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
24630013490 $41,361 23-Sep-97 1.84 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22700013494 $27,348 3-Oct-97 1.69 ARM 6MOLIBOR 4.500 1.5 13.950 8.450 6
22700013498 $23,172 3-Oct-97 2.04 ARM 6MOLIBOR 5.000 2.0 13.950 8.450 6
22630013502 $171,363 9-Oct-97 1.64 ARM 1YRCMT 3.250 1.5 13.250 7.250 6
29650013504 $27,737 9-Dec-97 1.31 FIXED FIXED N/A N/A N/A N/A N/A
21630013511 $56,770 10-Oct-97 2.36 ARM 6MOLIBOR 4.500 1.5 13.450 7.950 6
23630013514 $33,402 16-Oct-97 2.51 ARM 6MOLIBOR 3.950 1.5 13.750 7.750 6
24630013515 $178,580 29-Sep-97 1.32 FIXED FIXED N/A N/A N/A N/A N/A
29630013516 $128,571 25-Nov-97 1.63 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
23630013519 $33,055 10-Oct-97 1.41 ARM 6MOLIBOR 3.750 1.5 13.750 8.250 6
21630013523 $114,550 1-Oct-97 1.94 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
26630013526 $13,097 15-Oct-97 1.40 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
21630013527 $37,233 21-Oct-97 1.99 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
26630013529 $67,353 20-Oct-97 1.42 FIXED FIXED N/A N/A N/A N/A N/A
26650013530 $29,937 17-Oct-97 1.20 FIXED FIXED N/A N/A N/A N/A N/A
23720013531 $70,267 7-Oct-97 1.88 FIXED FIXED N/A N/A N/A N/A N/A
21700013532 $33,854 21-Oct-97 1.68 ARM 6MOLIBOR 4.750 2.0 13.700 8.200 6
29630013533 $41,870 22-Oct-97 3.10 ARM 6MOLIBOR 4.000 1.5 13.750 8.250 6
25700013534 $25,329 2-Oct-97 1.53 ARM 6MOLIBOR 5.250 2.0 14.250 8.750 6
24630013535 $38,640 1-Oct-97 1.60 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
25650013536 $98,757 23-Oct-97 1.28 FIXED FIXED N/A N/A N/A N/A N/A
24630013538 $22,217 1-Oct-97 1.82 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22630013540 $150,039 29-Oct-97 1.57 ARM 6MOLIBOR 5.000 1.5 14.000 8.500 6
29650013541 $59,057 29-Oct-97 1.63 FIXED FIXED N/A N/A N/A N/A N/A
24630013542 $52,842 24-Oct-97 1.60 ARM 1YRCMT 4.250 2.0 13.700 7.700 6
22630013543 $52,506 6-Nov-97 4.28 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
22630013544 $34,002 4-Nov-97 1.55 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
21700013546 $25,840 31-Oct-97 2.86 ARM PRIME 3.250 2.0 14.500 8.500 6
23720013547 $73,108 6-Nov-97 1.23 FIXED FIXED N/A N/A N/A N/A N/A
21630013548 $26,520 3-Oct-97 2.21 ARM 6MOLIBOR 3.750 2.0 13.700 7.700 6
24630013549 $51,830 1-Oct-97 1.51 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013550 $21,185 30-Aug-97 2.22 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013551 $48,341 28-Oct-97 1.67 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013553 $50,550 11-Nov-97 1.75 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013554 $40,870 7-Nov-97 1.73 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
<CAPTION>
Loan Id Next Rate Change Date Loan Purpose
- ------------------------------------------------------------
<S> <C> <C>
24630013509 1-May-99 Purchase
29630013510 1-May-99 Purchase
21630013513 1-May-99 Cashout Refinance
24630013517 1-May-99 Purchase
21630013518 1-May-99 Purchase
21630013520 1-May-99 Purchase
22700013521 1-May-99 Refinance
24700013970 1-Mar-99 Cashout Refinance
29630013331 1-May-99 Refinance
28700013338 1-May-99 Cashout Refinance
21630013483 1-May-99 Purchase
24650013485 N/A Refinance
23630013487 1-May-99 Refinance
24630013489 1-May-99 Cashout Refinance
24630013490 1-Jun-99 Refinance
22700013494 1-May-99 Cashout Refinance
22700013498 1-May-99 Purchase
22630013502 1-May-99 Cashout Refinance
29650013504 N/A Purchase
21630013511 1-Jun-99 Cashout Refinance
23630013514 1-May-99 Cashout Refinance
24630013515 N/A Refinance
29630013516 1-Jun-99 Purchase
23630013519 1-May-99 Cashout Refinance
21630013523 1-May-99 Purchase
26630013526 1-Jun-99 Cashout Refinance
21630013527 1-May-99 Purchase
26630013529 N/A Purchase
26650013530 N/A Purchase
23720013531 N/A Cashout Refinance
21700013532 1-May-99 Cashout Refinance
29630013533 1-Jun-99 Cashout Refinance
25700013534 1-May-99 Cashout Refinance
24630013535 1-May-99 Cashout Refinance
25650013536 N/A Purchase
24630013538 1-Jun-99 Purchase
22630013540 1-Jun-99 Refinance
29650013541 N/A Purchase
24630013542 1-Jun-99 Cashout Refinance
22630013543 1-Jun-99 Cashout Refinance
22630013544 1-Jun-99 Purchase
21700013546 1-Jun-99 Purchase
23720013547 N/A Purchase
21630013548 1-Jun-99 Purchase
24630013549 1-Jun-99 Purchase
21630013550 1-Jun-99 Cashout Refinance
21630013551 1-Jun-99 Purchase
21630013553 1-Jun-99 Purchase
21630013554 1-Jun-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
24630013555 3000 S UNIVERSITY BLVD Denver CO 80210 Multifamily
24630013556 291 S PEARL ST Denver CO 80209 Multifamily
23700013557 2051 UNIVERSITY AVE Berkeley CA 94704 Commercial
23700013558 1804-1816 EUCLID AVE Berkeley CA 94709 Commercial
21630013559 1929 ECHO PARK AVE Los Angeles CA 90026 Multifamily
21630013560 904 E ACACIA AVE Glendale CA 91205 Multifamily
21700013562 408 S BEACH BLVD Anaheim CA 92804 Commercial
22630013564 4505-4509 MAPLEWOOD AVE Los Angeles CA 90004 Multifamily
22650013565 1004 FRENCH ST Santa Ana CA 92701 Multifamily
22630013566 15398 BEAR VALLEY OUTER HIGHWAY Victorville CA 92392 Multifamily
22630013567 3270 MONETTE PLACE Los Angeles CA 90006 Multifamily
22650013568 2344 W DEVONSHIRE AVE Phoenix AZ 85015 Multifamily
22700013570 16336 ARROW HWY Irwindale CA 91706 Commercial
21630013571 784 ROSE AVE Long Beach CA 90813 Multifamily
21630013572 1119 DAWSON AVE Long Beach CA 90804 Multifamily
23630013574 928 BLACK DIAMOND ST` Pittsburg CA 94565 Multifamily
23630013575 45 W 10TH ST Pittsburg CA 94565 Multifamily
21630013577 168 N AZUSA AVE Azuza CA 91702 Multifamily
21630013580 6652 SYLMAR AVE Van Nuys CA 91405 Multifamily
21630013582 19116 COLLINS ST Los Angeles CA 91324 Multifamily
23700013583 870 OLD COUNTRY RD Belmont CA 94002 Commercial
22700013584 16701 BELLFLOWER BLVD Bellflower CA 90706 Commercial
22630013585 12275 16TH ST Yucaipa CA 92399 Multifamily
24630013587 3015-3019 W HIGHLAND PARK PLACE Denver CO 80211 Multifamily
25700013588 1520 HARRISON AVE Centralia WA 98531 Commercial
24630013589 1407 W SHADY GROVE RD Irving TX 75060 Multifamily
23700013590 1313-1317 MASON ST SAN FRANCISCO CA 94133 Commercial
24630013591 1320 E 12TH AVE Denver CO 80218 Multifamily
23700013593 14154 SKYWAY Magalia CA 95954 Commercial
22700013594 4845-4861 FOUNTAIN AVE Los Angeles CA 90029 Commercial
21630013595 1370-1390 W 2OTH ST Los Angeles CA 90007 Multifamily
21630013598 4618-4624 E INYO AVE Fresno CA 93727 Multifamily
21630013599 366-368 W PALMER AVE Glendale CA 91204 Multifamily
21630013600 4165 W SLAUSON Los Angeles CA 90043 Multifamily
28630013602 116 HOMESTEAD ST ROXBURY MA 2121 Multifamily
21700013603 1043 STUART ST Lafayette CA 94549 Commercial
23700013605 3510 MAIN ST Oakley CA 94561 Commercial
22650013606 1076-1082 WEST 30TH ST Los Angeles CA 90007 Multifamily
22630013607 25407-25422 ULYSSES COURT San Bernardino CA 92405 Multifamily
22630013608 479 E RICHLAND ST UPLAND CA 91786 Multifamily
23630013609 646 16TH ST Oakland CA 94612 Multifamily
21700013610 1200-1228 S GREENWOOD AVE Montebello CA 90640 Commercial
22630013611 2902 E FILMORE ST PHOENIX AZ 85008 Multifamily
22650013613 1810 32ND PLACE NE Salem OR 97303 Multifamily
22650013614 3294 SUNNYVIEW RD NE Salem OR 97303 Multifamily
22650013615 406 E 9TH STREET Newberg OR 97132 Multifamily
22720013616 505 S PEPPER AVE San Bernardino CA 92410 Commercial
21630013617 1919 & 1927 EAST CENTER ST Anaheim CA 92805 Multifamily
21630013619 427 FIRIMIN ST/ 426 N BIXEL ST Los Angeles CA 90026 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
24630013555 1957 24 595,000 15-Oct-97 75.00 74.30
24630013556 1929 8 257,000 3-Nov-97 74.12 72.92
23700013557 1919 5,180 850,000 29-Sep-97 58.82 58.33
23700013558 1919 21,390 1,100,000 23-Jul-97 65.45 64.85
21630013559 1997 9 410,000 15-Aug-97 60.98 60.43
21630013560 1909 7 235,000 3-Nov-97 70.00 69.36
21700013562 1983 32,792 1,490,000 5-Nov-97 74.50 59.51
22630013564 1986 14 590,000 20-Oct-97 75.00 74.34
22650013565 1915 7 225,000 27-Oct-97 74.67 74.12
22630013566 1985 8 215,000 7-Nov-97 46.51 45.67
22630013567 1951 8 165,000 5-Sep-97 72.73 72.06
22650013568 1972 32 700,000 8-Nov-97 37.14 35.76
22700013570 1962 7,910 510,000 12-Oct-97 49.02 48.72
21630013571 1987 9 323,000 31-Oct-97 59.67 59.09
21630013572 1987 9 322,500 31-Oct-97 59.77 59.19
23630013574 1965 10 225,000 10-Oct-97 69.33 68.75
23630013575 1948 10 225,000 10-Oct-97 69.33 68.75
21630013577 1962 5 220,000 31-Oct-97 75.00 74.27
21630013580 1977 7 275,000 12-Nov-97 73.64 69.66
21630013582 1962 8 300,000 31-Oct-97 70.00 69.32
23700013583 1935 2,049 260,000 21-Oct-97 67.31 66.42
22700013584 1933 3,942 250,000 14-Nov-97 64.80 64.25
22630013585 1972 5 185,000 23-Oct-97 56.76 56.30
24630013587 1915 9 190,000 22-Oct-97 74.21 73.52
25700013588 1974 54,105 1,500,000 18-Aug-97 60.00 58.78
24630013589 1964 60 785,000 7-Nov-97 74.01 73.32
23700013590 1909 1,406 850,000 5-Nov-97 47.06 46.49
24630013591 1894 5 180,000 10-Nov-97 66.67 66.05
23700013593 1977 4,680 275,000 30-Oct-97 65.00 64.54
22700013594 1930 10,620 720,000 29-Oct-97 61.11 60.39
21630013595 1911 22 450,000 5-Nov-97 62.22 61.68
21630013598 1959 14 275,000 12-Nov-97 60.00 59.13
21630013599 1924 5 175,000 19-Nov-97 50.00 49.52
21630013600 1973 21 587,000 12-Nov-97 68.14 67.51
28630013602 1914 12 320,000 17-Oct-97 51.56 51.07
21700013603 1950 10,017 825,000 6-Nov-97 60.61 60.07
23700013605 1923 2,507 200,000 2-Oct-97 62.50 60.20
22650013606 1926 32 2,630,000 28-Aug-97 53.23 52.62
22630013607 1952 7 156,000 13-Nov-97 64.10 60.40
22630013608 1965 16 505,000 10-Nov-97 75.00 74.31
23630013609 1935 24 460,000 1-Oct-97 79.35 78.71
21700013610 1984 26,515 1,500,000 22-Nov-97 70.00 69.34
22630013611 1984 86 1,970,000 25-Sep-97 50.51 50.02
22650013613 1964 48 1,090,000 27-Aug-97 75.00 74.42
22650013614 1970 16 375,000 27-Aug-97 75.00 74.42
22650013615 1971 26 875,000 27-Aug-97 75.00 74.42
22720013616 1991 6,732 625,000 3-Nov-97 65.00 64.30
21630013617 1962 175 3,130,000 7-Nov-97 65.50 64.97
21630013619 1930 8 250,000 29-Oct-97 52.00 51.52
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24630013555 $446,250 $442,089 8.625 3,468.57 346 346 1-Jan-98 1-Dec-27
24630013556 $190,500 $187,413 8.625 1,480.70 346 346 1-Jan-98 1-Dec-27
23700013557 $500,000 $495,772 9.875 4,336.45 346 346 1-Jan-98 1-Dec-27
23700013558 $720,000 $713,394 8.875 5,726.17 346 346 1-Jan-98 1-Dec-27
21630013559 $250,000 $247,777 8.625 1,944.02 346 346 1-Jan-98 1-Dec-27
21630013560 $164,500 $162,995 9.125 1,336.64 346 346 1-Jan-98 1-Dec-27
21700013562 $1,110,000 $886,756 9.580 7,562.07 346 346 1-Jan-98 1-Dec-27
22630013564 $442,500 $438,591 8.875 3,518.61 346 346 1-Jan-98 1-Dec-27
22650013565 $168,000 $166,774 9.450 1,406.52 70 346 1-Jan-98 1-Dec-04
22630013566 $100,000 $98,200 8.875 789.25 346 346 1-Jan-98 1-Dec-27
22630013567 $120,000 $118,893 8.875 953.82 346 346 1-Jan-98 1-Dec-27
22650013568 $260,000 $250,346 8.875 2,068.68 106 346 1-Jan-98 1-Dec-07
22700013570 $250,000 $248,494 11.750 2,519.69 346 346 1-Jan-98 1-Dec-27
21630013571 $192,750 $190,875 8.625 1,497.58 346 346 1-Jan-98 1-Dec-27
21630013572 $192,750 $190,875 8.625 1,497.58 346 346 1-Jan-98 1-Dec-27
23630013574 $156,000 $154,680 9.375 1,296.19 346 346 1-Jan-98 1-Dec-27
23630013575 $156,000 $154,683 9.375 1,296.22 346 346 1-Jan-98 1-Dec-27
21630013577 $165,000 $163,401 8.625 1,282.02 346 346 1-Jan-98 1-Dec-27
21630013580 $202,500 $191,567 8.657 1,506.17 347 347 1-Feb-98 1-Jan-28
21630013582 $210,000 $207,964 8.625 1,631.66 346 346 1-Jan-98 1-Dec-27
23700013583 $175,000 $172,679 9.375 1,510.96 287 287 1-Feb-98 1-Jan-23
22700013584 $162,000 $160,628 9.375 1,346.04 346 346 1-Jan-98 1-Dec-27
22630013585 $105,000 $104,151 8.875 835.03 347 347 1-Feb-98 1-Jan-28
24630013587 $141,000 $139,681 8.625 1,095.91 346 346 1-Jan-98 1-Dec-27
25700013588 $900,000 $881,652 9.125 8,167.27 227 227 1-Feb-98 1-Jan-18
24630013589 $581,000 $575,571 8.625 4,515.85 346 346 1-Jan-98 1-Dec-27
23700013590 $400,000 $395,207 7.625 2,827.11 346 346 1-Jan-98 1-Dec-27
24630013591 $120,000 $118,893 8.875 953.82 346 346 1-Jan-98 1-Dec-27
23700013593 $178,750 $177,490 9.875 1,550.94 347 347 1-Feb-98 1-Jan-28
22700013594 $440,000 $434,804 10.125 4,030.12 287 287 1-Feb-98 1-Jan-23
21630013595 $280,000 $277,543 8.875 2,225.21 347 347 1-Feb-98 1-Jan-28
21630013598 $165,000 $162,600 8.625 1,274.90 347 347 1-Feb-98 1-Jan-28
21630013599 $87,500 $86,655 8.875 694.76 347 347 1-Feb-98 1-Jan-28
21630013600 $400,000 $396,295 8.625 3,107.24 347 347 1-Feb-98 1-Jan-28
28630013602 $165,000 $163,411 7.500 1,154.16 347 347 1-Feb-98 1-Jan-28
21700013603 $500,000 $495,549 10.375 4,511.96 347 347 1-Feb-98 1-Jan-28
23700013605 $125,000 $120,409 9.750 1,173.29 228 228 1-Mar-98 1-Feb-18
22650013606 $1,400,000 $1,383,833 9.440 12,173.42 107 287 1-Feb-98 1-Jan-08
22630013607 $100,000 $94,222 8.875 755.43 347 347 1-Feb-98 1-Jan-28
22630013608 $378,750 $375,243 7.625 2,682.17 347 347 1-Feb-98 1-Jan-28
23630013609 $365,000 $362,070 9.625 3,097.80 347 347 1-Feb-98 1-Jan-28
21700013610 $1,050,000 $1,040,150 9.375 8,711.39 347 347 1-Feb-98 1-Jan-28
22630013611 $995,000 $985,364 7.625 7,043.19 347 347 1-Feb-98 1-Jan-28
22650013613 $817,500 $811,178 8.930 6,536.66 107 347 1-Feb-98 1-Jan-08
22650013614 $281,250 $279,075 8.930 2,248.85 107 347 1-Feb-98 1-Jan-08
22650013615 $656,250 $651,175 8.930 5,247.32 107 347 1-Feb-98 1-Jan-08
22720013616 $406,250 $401,878 9.875 3,655.86 107 287 1-Feb-98 1-Jan-08
21630013617 $2,050,000 $2,033,589 9.625 17,399.00 347 347 1-Feb-98 1-Jan-28
21630013619 $130,000 $128,803 8.625 1,009.91 347 347 1-Feb-98 1-Jan-28
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24630013555 $66,349 1-Nov-97 1.82 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
24630013556 $24,497 1-Nov-97 1.57 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
23700013557 $69,038 7-Nov-97 1.57 ARM 6MOLIBOR 4.750 2.0 13.500 8.000 6
23700013558 $88,324 7-Nov-97 1.43 ARM 6MOLIBOR 3.750 2.0 13.250 7.750 6
21630013559 $43,027 10-Nov-97 2.00 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
21630013560 $21,058 10-Nov-97 1.53 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21700013562 $133,714 11-Nov-97 1.19 ARM 6MOLIBOR 3.700 2.0 15.580 9.580 6
22630013564 $57,953 13-Nov-97 1.52 ARM 6MOLIBOR 3.750 1.5 13.250 7.750 6
22650013565 $22,419 13-Nov-97 1.33 FIXED FIXED N/A N/A N/A N/A N/A
22630013566 $16,848 19-Nov-97 1.92 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
22630013567 $14,503 14-Nov-97 1.44 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
22650013568 $69,120 13-Nov-97 2.78 FIXED FIXED N/A N/A N/A N/A N/A
22700013570 $48,228 4-Nov-97 1.95 ARM PRIME 3.950 2.0 14.750 9.250 6
21630013571 $32,956 11-Nov-97 2.09 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013572 $33,963 7-Nov-97 2.15 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
23630013574 $21,794 3-Nov-97 1.59 ARM 6MOLIBOR 4.250 1.5 13.950 7.950 6
23630013575 $22,314 3-Nov-97 1.63 ARM 6MOLIBOR 4.250 1.5 13.950 7.950 6
21630013577 $21,095 11-Nov-97 1.56 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013580 $27,384 18-Nov-97 1.57 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
21630013582 $33,550 11-Nov-97 1.95 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
23700013583 $24,530 17-Nov-97 1.58 ARM 6MOLIBOR 4.250 2.0 13.500 7.500 6
22700013584 $23,023 22-Nov-97 1.66 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
22630013585 $14,471 20-Nov-97 1.57 ARM 6MOLIBOR 3.750 2.0 13.950 7.950 6
24630013587 $19,898 1-Nov-97 1.72 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
25700013588 $160,857 17-Nov-97 1.75 ARM 6MOLIBOR 3.950 2.0 13.750 8.250 6
24630013589 $87,429 1-Nov-97 1.84 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
23700013590 $64,727 19-Nov-97 1.98 ARM 1YRCMT 2.990 1.5 13.250 7.250 6
24630013591 $16,145 1-Nov-97 1.60 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
23700013593 $27,928 14-Nov-97 1.70 ARM 6MOLIBOR 4.750 2.0 13.950 8.450 6
22700013594 $66,381 3-Dec-97 1.59 ARM 6MOLIBOR 5.000 2.0 14.250 8.250 6
21630013595 $35,729 14-Nov-97 1.52 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013598 $24,343 20-Nov-97 1.80 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
21630013599 $13,942 26-Nov-97 1.90 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013600 $70,394 21-Nov-97 2.15 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
28630013602 $21,847 26-Nov-97 1.58 ARM 1YRCMT 2.700 1.5 13.500 7.500 6
21700013603 $79,239 20-Nov-97 1.77 ARM 6MOLIBOR 5.250 2.0 13.700 8.200 6
23700013605 $17,956 23-Oct-97 1.46 ARM 6MOLIBOR 4.500 2.0 13.750 7.750 6
22650013606 $195,631 21-Nov-97 1.34 FIXED FIXED N/A N/A N/A N/A N/A
22630013607 $18,204 24-Nov-97 2.07 ARM 6MOLIBOR 3.750 2.0 13.990 7.990 6
22630013608 $53,481 24-Nov-97 1.68 ARM 1YRCMT 3.000 1.5 13.500 7.500 6
23630013609 $57,373 13-Nov-97 1.83 ARM 6MOLIBOR 4.500 2.0 13.750 7.750 6
21700013610 $174,460 3-Dec-97 2.15 ARM 6MOLIBOR 4.250 2.0 13.700 6.700 6
22630013611 $176,271 2-Dec-97 2.16 ARM 1YRCMT 3.000 1.5 13.250 7.250 6
22650013613 $104,665 1-Dec-97 1.33 FIXED FIXED N/A N/A N/A N/A N/A
22650013614 $31,853 1-Dec-97 1.18 FIXED FIXED N/A N/A N/A N/A N/A
22650013615 $75,648 1-Dec-97 1.20 FIXED FIXED N/A N/A N/A N/A N/A
22720013616 $72,406 1-Dec-97 1.65 FIXED FIXED N/A N/A N/A N/A N/A
21630013617 $290,100 1-Dec-97 1.61 ARM 6MOLIBOR 4.500 1.5 13.450 7.950 6
21630013619 $16,414 3-Dec-97 1.54 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
24630013555 1-Jun-99 Purchase
24630013556 1-Jun-99 Purchase
23700013557 1-Jun-99 Refinance
23700013558 1-Jun-99 Refinance
21630013559 1-Jun-99 Cashout Refinance
21630013560 1-Jun-99 Purchase
21700013562 1-Jun-99 Purchase
22630013564 1-Jun-99 Refinance
22650013565 N/A Purchase
22630013566 1-Jun-99 Cashout Refinance
22630013567 1-Jun-99 Cashout Refinance
22650013568 N/A Cashout Refinance
22700013570 1-Jun-99 Refinance
21630013571 1-Jun-99 Purchase
21630013572 1-Jun-99 Purchase
23630013574 1-Jun-99 Purchase
23630013575 1-Jun-99 Purchase
21630013577 1-Jun-99 Purchase
21630013580 1-Jul-99 Purchase
21630013582 1-Jun-99 Purchase
23700013583 1-Jul-99 Refinance
22700013584 1-Jun-99 Refinance
22630013585 1-Jul-99 Cashout Refinance
24630013587 1-Jun-99 Purchase
25700013588 1-Jul-99 Cashout Refinance
24630013589 1-Jun-99 Purchase
23700013590 1-Jun-99 Cashout Refinance
24630013591 1-Jun-99 Purchase
23700013593 1-Jul-99 Refinance
22700013594 1-Jul-99 Refinance
21630013595 1-Jul-99 Cashout Refinance
21630013598 1-Jul-99 Cashout Refinance
21630013599 1-Jul-99 Purchase
21630013600 1-Jul-99 Cashout Refinance
28630013602 1-Jul-99 Refinance
21700013603 1-Jul-99 Cashout Refinance
23700013605 1-Aug-99 Cashout Refinance
22650013606 N/A Cashout Refinance
22630013607 1-Jul-99 Purchase
22630013608 1-Jul-99 Purchase
23630013609 1-Jul-99 Cashout Refinance
21700013610 1-Jul-99 Purchase
22630013611 1-Jul-99 Refinance
22650013613 N/A Cashout Refinance
22650013614 N/A Cashout Refinance
22650013615 N/A Cashout Refinance
22720013616 N/A Purchase
21630013617 1-Jul-99 Cashout Refinance
21630013619 1-Jul-99 Refinance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
21700013621 7714 FOUNTAIN AVE West Hollywood CA 90046 Commercial
24630013624 1921 E HAYDEN LANE Tempe AZ 85281 Multifamily
1650013626 4506-4514 & 1/2 South Normandie Avenue Los Angeles CA 90037 Multifamily
26700013627 19365 SW 89TH ST Tualatin OR 97062 Commercial
21630013629 119 S BONNIE BRAE ST Los Angeles CA 90057 Multifamily
29630013632 4102 SE 19TH PLACE CAPE CORAL FL 33904 Multifamily
24630013635 820 S FEDERAL BLVD. DENVER CO 80219 Multifamily
22630013636 3307 MAPLE AVE Los Angeles CA 90011 Multifamily
22630013637 138 SOUTH BERENDO AVE Los Angeles CA 90004 Multifamily
22700013638 986 17TH ST Costa Mesa CA 92627 Commercial
21630013640 8974 CYPRESS AVE South Gate CA 90280 Multifamily
21700013641 23277 VENTURA BLVD Woodland Hills CA 91364 Commercial
24720013642 5612 Yale Boulevard Dallas TX 75206 Commercial
26630013643 1612 BRYANT ST Vancouver WA 98661 Multifamily
28700013644 230 RT 206 SOUTH Flanders NJ 7836 Commercial
23630013645 8701 HILLSIDE ST Oakland CA 94605 Multifamily
23630013647 1672-1696 EAST AVE Hayward CA 94541 Multifamily
21630013648 10422 ELDORA AVE LOS ANGELES CA 91040 Multifamily
25630013649 18125 96TH AVE NE BOTHELL WA 98011 Multifamily
22630013650 12112 S. VERMONT Los Angeles CA 90044 Multifamily
21630013651 3560 BRENTON AVE Lynwood CA 90262 Multifamily
21630013652 12514, 12520, 12524 & 12530 OXNARD ST North Hollywood CA 91606 Multifamily
26720013654 324 SE ABERNETHY ST Portland OR 97201 Commercial
22630013658 5110-5118 & 5028 EDMONSTON RD Hyatsville MD 20781 Multifamily
21630013659 914-920 S GRAMERCY DR Los Angeles CA 90019 Multifamily
23700013660 1749, 51, 55 & 57 BROADWAY ST Oakland CA 94612 Commercial
23700013661 819 North Pacific Avenue Glendale CA 91201 Commercial
21650013662 4517 MAPLEWOOD AVE LOS ANGELES CA 90004 Multifamily
21630013663 846 W 80TH ST Los Angeles CA 90044 Multifamily
26700013664 15659 LOWER BOONES FERRY RD Lake Oswego OR 97035 Commercial
21650013665 5615 KESTER AVE VAN NUYS CA 91411 Multifamily
22700013666 12424 & 12426 PHILADELPHIA ST Whittier CA 90601 Commercial
21630013669 6857 FRANKLIN AVE Los Angeles CA 90028 Multifamily
21630013670 13714-13716 KORNBLUM AVE HAWTHORNE CA 90250 Multifamily
24650013671 3801 STATE HIGHWAY, 198 Malakoff TX 75148 Multifamily
23700013672 1950 MARTIN LUTHER KING JR WAY Berkeley CA 94703 Commercial
21630013673 38652 11TH ST EAST Palmdale CA 93550 Multifamily
24650013674 675 S 300 EAST Brigham City UT 84302 Multifamily
21630013675 3310 E RANSOM ST Long Beach CA 90804 Multifamily
21630013677 123-125 S ALEXANDRIA AVE Los Angeles CA 90004 Multifamily
21630013678 8145 LANGDON AVE Van Nuys CA 91406 Multifamily
22630013679 6154 MISSION BLVD Riverside CA 92509 Multifamily
22630013680 6620 HAZELTINE AVE Van Nuys CA 91405 Multifamily
22720013681 124-140 E ARROW HIGHWAY Covina CA 91722 Commercial
21630013683 3850 West 102nd Street Inglewood CA 90304 Multifamily
21630013684 3700, 3710, 3720, 3730 KINGS ROW RENO NV 89503 Multifamily
21630013685 6928 RADFORD AVE North Hollywood CA 91605 Multifamily
21700013687 11924-48 WASHINGTON BLVD. And 11925 Louise Ave. Los Angeles CA 90066 Commercial
24720013688 590 NORTH ALMA SCHOOL RD Chandler AZ 85224 Commercial
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
21700013621 1924 1,925 205,000 16-Nov-97 65.00 64.54
24630013624 1985 13 385,000 10-Nov-97 74.22 72.86
1650013626 1923 8 225,000 21-May-97 74.22 73.68
26700013627 1972 9,540 417,000 19-Oct-97 59.95 59.39
21630013629 1925 16 360,000 21-Nov-97 75.00 74.39
29630013632 1978 12 555,000 17-Nov-97 65.77 65.15
24630013635 1973 24 662,000 28-Nov-97 74.49 73.80
22630013636 1964 7 230,000 18-Nov-97 75.00 74.47
22630013637 1927 24 395,000 1-Oct-97 63.29 62.49
22700013638 1988 5,056 485,000 23-May-97 60.00 59.64
21630013640 1964 6 300,000 3-Dec-97 72.50 71.84
21700013641 1984 998 140,000 25-Nov-97 70.00 69.43
24720013642 1983 8,078 600,000 18-Nov-97 57.67 55.94
26630013643 1966 22 845,000 24-Sep-97 63.91 62.82
28700013644 1987 13,910 1,025,000 10-Sep-97 68.29 67.92
23630013645 1958 49 1,850,000 6-Nov-97 75.00 74.25
23630013647 1950 13 800,000 14-Nov-97 75.00 74.38
21630013648 1982 11 350,000 25-Nov-97 70.00 69.41
25630013649 1966 11 500,000 21-Oct-97 64.00 63.22
22630013650 1963 13 290,000 21-Nov-97 75.00 74.33
21630013651 1962 6 215,000 9-Dec-97 75.00 74.31
21630013652 1960 30 800,000 5-Dec-97 75.00 74.31
26720013654 1903 2,893 340,000 26-Nov-97 55.88 55.27
22630013658 1965 51 1,250,000 3-Dec-97 74.40 73.74
21630013659 1953 16 545,000 5-Dec-97 74.31 73.66
23700013660 1920 36,198 1,600,000 12-Nov-97 52.19 51.76
23700013661 1975 3,456 685,000 5-Nov-97 36.50 35.86
21650013662 1961 8 270,000 9-Dec-97 75.00 74.36
21630013663 1963 12 225,000 4-Dec-97 70.00 58.20
26700013664 1948 5,090 615,000 24-Oct-97 71.54 70.11
21650013665 1978 6 250,000 8-Dec-97 69.00 68.51
22700013666 1964 1,714 240,000 1-Dec-97 62.29 61.85
21630013669 1920 26 520,000 19-Nov-97 74.28 73.62
21630013670 1989 27 870,000 11-Dec-97 75.00 74.16
24650013671 1985 56 1,870,000 4-Dec-97 53.48 53.07
23700013672 1952 20,209 2,350,000 24-Jul-97 48.94 48.57
21630013673 1986 28 450,000 10-Dec-97 65.00 64.58
24650013674 1963 8 290,000 18-Nov-97 68.97 64.53
21630013675 1922 5 150,000 4-Dec-97 75.00 74.54
21630013677 1957 18 395,000 3-Dec-97 75.00 74.33
21630013678 1965 34 800,000 29-Sep-97 62.50 61.93
22630013679 1945 65 1,060,000 12-Nov-97 28.30 28.06
22630013680 1974 13 520,000 5-Dec-97 72.88 72.30
22720013681 1964 8,832 490,000 12-Dec-97 58.16 54.16
21630013683 1965 37 995,000 8-Dec-97 59.80 59.12
21630013684 1978 24 960,000 12-Dec-97 41.67 41.35
21630013685 1984 9 257,500 13-Dec-97 72.52 71.64
21700013687 1955 19,945 1,815,000 10-Nov-97 67.85 67.09
24720013688 1980 18,244 1,155,000 14-Nov-97 64.94 64.18
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Loan Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21700013621 $133,250 $132,309 10.375 1,204.67 347 347 1-Feb-98 1-Jan-28
24630013624 $285,750 $280,523 7.625 2,005.12 347 347 1-Feb-98 1-Jan-28
1650013626 $167,000 $165,782 9.250 1,373.87 71 347 1-Feb-98 1-Jan-05
26700013627 $250,000 $247,676 8.875 1,985.75 347 347 1-Feb-98 1-Jan-28
21630013629 $270,000 $267,798 8.875 2,147.08 347 347 1-Feb-98 1-Jan-28
29630013632 $365,000 $361,608 8.125 2,708.92 347 347 1-Feb-98 1-Jan-28
24630013635 $493,125 $488,585 8.125 3,660.14 347 347 1-Feb-98 1-Jan-28
22630013636 $172,500 $171,280 9.750 1,480.23 348 348 1-Mar-98 1-Feb-28
22630013637 $250,000 $246,818 8.875 2,076.09 287 287 1-Feb-98 1-Jan-23
22700013638 $291,000 $289,259 10.250 2,607.01 107 347 1-Feb-98 1-Jan-08
21630013640 $217,500 $215,529 8.625 1,689.90 347 347 1-Feb-98 1-Jan-28
21700013641 $98,000 $97,206 9.375 814.11 347 347 1-Feb-98 1-Jan-28
24720013642 $346,000 $335,638 9.875 3,691.72 109 169 1-Apr-98 1-Mar-08
26630013643 $540,000 $530,799 8.625 4,161.86 347 347 1-Feb-98 1-Jan-28
28700013644 $700,000 $696,211 10.500 6,403.38 347 347 1-Feb-98 1-Jan-28
23630013645 $1,387,500 $1,373,565 8.750 10,890.95 347 347 1-Feb-98 1-Jan-28
23630013647 $600,000 $595,042 8.625 4,665.56 347 347 1-Feb-98 1-Jan-28
21630013648 $245,000 $242,937 8.625 1,903.57 348 348 1-Mar-98 1-Feb-28
25630013649 $320,000 $316,098 7.250 2,181.56 347 347 1-Feb-98 1-Jan-28
22630013650 $217,500 $215,565 8.625 1,690.19 347 347 1-Feb-98 1-Jan-28
21630013651 $161,250 $159,760 8.625 1,252.64 347 347 1-Feb-98 1-Jan-28
21630013652 $600,000 $594,444 8.625 4,660.87 347 347 1-Feb-98 1-Jan-28
26720013654 $190,000 $187,914 9.780 1,697.16 107 287 1-Feb-98 1-Jan-08
22630013658 $930,000 $921,802 8.750 7,308.94 347 347 1-Feb-98 1-Jan-28
21630013659 $405,000 $401,434 9.125 3,290.03 347 347 1-Feb-98 1-Jan-28
23700013660 $835,000 $828,218 9.375 6,936.43 347 347 1-Feb-98 1-Jan-28
23700013661 $250,000 $245,634 9.750 2,366.77 229 229 1-Apr-98 1-Mar-18
21650013662 $202,500 $200,773 8.625 1,575.03 47 347 1-Feb-98 1-Jan-03
21630013663 $157,500 $130,942 8.875 1,049.83 347 347 1-Feb-98 1-Jan-28
26700013664 $440,000 $431,152 9.625 4,132.09 227 227 1-Feb-98 1-Jan-18
21650013665 $172,500 $171,270 9.375 1,434.77 107 347 1-Feb-98 1-Jan-08
22700013666 $149,500 $148,436 9.750 1,283.46 347 347 1-Feb-98 1-Jan-28
21630013669 $386,250 $382,839 8.875 3,069.42 347 347 1-Feb-98 1-Jan-28
21630013670 $652,500 $645,172 8.125 4,833.19 347 347 1-Feb-98 1-Jan-28
24650013671 $1,000,000 $992,494 9.130 8,139.95 107 347 1-Feb-98 1-Jan-08
23700013672 $1,150,000 $1,141,415 9.625 9,765.73 347 347 1-Feb-98 1-Jan-28
21630013673 $292,500 $290,615 9.910 2,546.74 347 347 1-Feb-98 1-Jan-28
24650013674 $200,000 $187,151 9.500 1,681.71 107 167 1-Feb-98 1-Jan-08
21630013675 $112,500 $111,804 9.750 966.73 347 347 1-Feb-98 1-Jan-28
21630013677 $296,250 $293,610 8.625 2,302.12 347 347 1-Feb-98 1-Jan-28
21630013678 $500,000 $495,458 8.625 3,884.75 347 347 1-Feb-98 1-Jan-28
22630013679 $300,000 $297,465 8.875 2,384.93 71 347 1-Feb-98 1-Jan-05
22630013680 $379,000 $375,959 9.500 3,182.61 347 347 1-Feb-98 1-Jan-28
22720013681 $285,000 $265,379 9.480 3,684.72 107 107 1-Feb-98 1-Jan-08
21630013683 $595,000 $588,208 9.000 4,765.41 348 348 1-Mar-98 1-Feb-28
21630013684 $400,000 $396,995 9.125 3,254.54 107 347 1-Feb-98 1-Jan-08
21630013685 $186,750 $184,482 8.625 1,447.52 347 347 1-Feb-98 1-Jan-28
21700013687 $1,231,500 $1,217,711 9.750 10,974.36 107 287 1-Feb-98 1-Jan-08
24720013688 $750,000 $741,226 9.375 6,487.68 107 287 1-Feb-98 1-Jan-08
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21700013621 $20,870 2-Dec-97 1.74 ARM 6MOLIBOR 5.250 2.0 14.250 8.250 6
24630013624 $32,596 2-Dec-97 1.39 ARM 1YRCMT 2.990 1.5 13.250 7.250 6
1650013626 $25,038 1-Nov-97 1.52 FIXED FIXED N/A N/A N/A N/A N/A
26700013627 $36,797 6-Nov-97 1.75 ARM 6MOLIBOR 3.700 2.0 13.500 7.500 6
21630013629 $40,544 4-Dec-97 1.71 ARM 6MOLIBOR 3.750 1.5 13.450 7.950 6
29630013632 $51,045 1-Dec-97 1.71 ARM 1YRCMT 3.500 1.5 13.250 7.250 6
24630013635 $59,475 1-Dec-97 1.47 ARM 1YRCMT 3.500 1.5 13.250 7.250 6
22630013636 $26,985 3-Dec-97 1.74 ARM 6MOLIBOR 4.125 1.5 14.250 8.250 6
22630013637 $47,741 9-Dec-97 2.07 ARM 6MOLIBOR 3.750 2.0 13.450 7.950 6
22700013638 $48,583 10-Dec-97 1.55 ARM 6MOLIBOR 4.250 2.0 14.200 10.250 6
21630013640 $31,453 10-Dec-97 1.77 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21700013641 $9,667 3-Dec-97 1.15 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
24720013642 $44,807 1-Dec-97 1.01 FIXED FIXED N/A N/A N/A N/A N/A
26630013643 $74,195 1-Dec-97 1.60 ARM 6MOLIBOR 3.500 1.5 13.750 7.750 6
28700013644 $92,118 8-Dec-97 1.20 ARM 6MOLIBOR 4.500 2.0 13.950 10.500 6
23630013645 $173,187 3-Dec-97 1.42 ARM 6MOLIBOR 3.650 1.0 13.250 7.950 6
23630013647 $77,022 8-Dec-97 1.49 ARM 6MOLIBOR 3.500 1.5 13.750 7.750 6
21630013648 $32,435 15-Dec-97 1.54 ARM 1YRCMT 3.250 1.5 12.750 7.750 6
25630013649 $35,557 10-Dec-97 1.36 ARM 1YRCMT 2.950 1.5 13.250 7.250 6
22630013650 $39,346 11-Dec-97 2.21 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
21630013651 $22,745 10-Dec-97 1.72 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013652 $78,854 11-Dec-97 1.61 ARM 6MOLIBOR 3.500 1.5 12.750 7.250 6
26720013654 $25,592 10-Dec-97 1.26 FIXED FIXED N/A N/A N/A N/A N/A
22630013658 $145,361 16-Dec-97 1.86 ARM 6MOLIBOR 3.650 1.5 13.250 7.500 6
21630013659 $51,228 12-Dec-97 1.51 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
23700013660 $121,164 9-Dec-96 1.70 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
23700013661 $68,580 9-Feb-98 2.78 ARM 6MOLIBOR 4.250 2.0 13.750 7.750 6
21650013662 $21,951 11-Dec-97 1.16 FIXED FIXED N/A N/A N/A N/A N/A
21630013663 $25,921 15-Dec-97 1.96 ARM 6MOLIBOR 3.750 2.0 13.500 7.500 6
26700013664 $68,619 3-Dec-97 1.53 ARM 6MOLIBOR 4.500 2.0 14.200 8.200 6
21650013665 $23,078 11-Dec-97 1.34 FIXED FIXED N/A N/A N/A N/A N/A
22700013666 $22,626 12-Dec-97 1.65 ARM 6MOLIBOR 4.625 2.0 13.700 8.450 6
21630013669 $63,929 18-Dec-97 1.97 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013670 $87,535 15-Dec-97 1.64 ARM 1YRCMT 2.990 1.5 13.250 7.250 6
24650013671 $133,826 12-Dec-97 1.37 FIXED FIXED N/A N/A N/A N/A N/A
23700013672 $325,685 19-Nov-97 3.22 ARM 6MOLIBOR 4.500 2.0 13.500 8.000 6
21630013673 $55,298 15-Dec-97 1.81 ARM 6MOLIBOR 3.750 1.5 13.500 9.910 6
24650013674 $30,385 1-Dec-97 1.21 FIXED FIXED N/A N/A N/A N/A N/A
21630013675 $17,846 16-Dec-97 1.54 ARM 6MOLIBOR 3.750 1.5 13.250 9.750 6
21630013677 $40,260 12-Dec-97 1.66 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
21630013678 $108,096 16-Dec-97 2.64 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22630013679 $64,850 15-Dec-97 2.51 ARM 6MOLIBOR 3.750 1.5 13.750 7.750 6
22630013680 $50,890 15-Dec-97 1.53 ARM 6MOLIBOR 4.375 1.5 13.740 7.990 6
22720013681 $52,700 20-Dec-97 1.19 FIXED FIXED N/A N/A N/A N/A N/A
21630013683 $99,002 17-Dec-97 1.98 ARM 6MOLIBOR 3.950 1.5 13.500 7.500 6
21630013684 $86,481 18-Dec-97 2.21 FIXED FIXED N/A N/A N/A N/A N/A
21630013685 $29,014 19-Dec-97 1.90 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21700013687 $183,082 23-Dec-97 1.39 FIXED FIXED N/A N/A N/A N/A N/A
24720013688 $123,881 24-Oct-97 1.59 FIXED FIXED N/A N/A N/A N/A N/A
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
21700013621 1-Jul-99 Refinance
24630013624 1-Jul-99 Purchase
1650013626 N/A Purchase
26700013627 1-Jul-99 Cashout Refinance
21630013629 1-Jul-99 Purchase
29630013632 1-Jul-99 Refinance
24630013635 1-Jul-99 Purchase
22630013636 1-Aug-99 Purchase
22630013637 1-Jul-99 Cashout Refinance
22700013638 1-Jul-99 Cashout Refinance
21630013640 1-Jul-99 Purchase
21700013641 1-Jul-99 Refinance
24720013642 N/A Refinance
26630013643 1-Jul-99 Refinance
28700013644 1-Jul-99 Cashout Refinance
23630013645 1-Jul-99 Cashout Refinance
23630013647 1-Jul-99 Purchase
21630013648 1-Aug-99 Refinance
25630013649 1-Jul-99 Refinance
22630013650 1-Jul-99 Purchase
21630013651 1-Jul-99 Purchase
21630013652 1-Jul-99 Purchase
26720013654 N/A Cashout Refinance
22630013658 1-Jul-99 Purchase
21630013659 1-Jul-99 Purchase
23700013660 1-Jul-99 Refinance
23700013661 1-Mar-99 Cashout Refinance
21650013662 N/A Purchase
21630013663 1-Jul-99 Purchase
26700013664 1-Jul-99 Cashout Refinance
21650013665 N/A Purchase
22700013666 1-Jul-99 Cashout Refinance
21630013669 1-Jul-99 Purchase
21630013670 1-Jul-99 Purchase
24650013671 N/A Cashout Refinance
23700013672 1-Jul-99 Refinance
21630013673 1-Jul-99 Cashout Refinance
24650013674 N/A Cashout Refinance
21630013675 1-Jul-99 Purchase
21630013677 1-Jul-99 Purchase
21630013678 1-Jul-99 Refinance
22630013679 1-Jul-99 Cashout Refinance
22630013680 1-Jul-99 Purchase
22720013681 N/A Purchase
21630013683 1-Aug-99 Purchase
21630013684 N/A Cashout Refinance
21630013685 1-Jul-99 Purchase
21700013687 N/A Refinance
24720013688 N/A Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
21630013689 1775 W 96TH ST Los Angeles CA 90047 Multifamily
21630013691 926-932 South Fedora Street Los Angeles CA 90006 Multifamily
24630013692 9945 WEST 59TH PLACE Arvada CO 80004 Multifamily
21650013693 401 MERLAYNE DR HENDERSON NV 89015 Multifamily
23720013695 3603-07 SACRAMENTO & 405-23 LOCUST ST San Francisco CA 94115 Commercial
21700013701 18220 SHERMAN WAY Reseda CA 91335 Commercial
24630013702 1709 & 1717 E ELTON AVE Mesa AZ 85204 Multifamily
21720013703 124 S GLENDALE AVE Glendale CA 91205 Commercial
21630013704 3010 1/2-3016 ASBURY ST Los Angeles CA 90065 Multifamily
22720013706 1093-1095 AVIATION BLVD Hermosa Beach CA 90254 Commercial
28630013707 756 Hamburg Turnpike Pompton Lakes NJ 7442 Commercial
29700013708 1584, 1586, 1588 & 1590 HIGHLAND AVE Melbourne FL 32935 Commercial
21700013709 1505 South Glendale Avenue Glendale CA 91205 Commercial
21630013713 1411 E 61ST ST Los Angeles CA 90001 Multifamily
24630013714 520-526 ATWOOD Longmont CO 80501 Multifamily
21630013715 324-330 N INDIAN HILL BLVD. CLAREMONT CA 91711 Commercial
23630013716 3209-3211-3213-3215 Filbert Street Oakland CA 94607 Multifamily
24630013720 1225 COLORADO BLVD Denver CO 80206 Multifamily
21720013721 1460 Bellflower Boulevard Bellflower CA 90706 Commercial
21630013722 1061 St. Louis Avenue Long Beach CA 90804 Multifamily
21630013724 239 S NORMANDIE Los Angeles CA 90004 Multifamily
21650013725 3846 South Grand Avenue Los Angeles CA 90037 Multifamily
23700013731 17415 Monterey Road Morgan Hill CA 95037 Commercial
29630013732 1387 Grand Concourse Bronx NY 10452 Multifamily
26650013733 3804 SE Francis Street Portland OR 97202 Multifamily
29720013734 2970 State Road Highway 138 Riverdale GA 30296 Commercial
26650013738 1217 North Mesa El Paso TX 79902 Multifamily
22630013740 1514 South Orange Grove Avenue Los Angeles CA 90019 Multifamily
21630013741 717 WEST 80TH ST Los Angeles CA 90044 Multifamily
21630013742 858 W 80TH ST Los Angeles CA 90044 Multifamily
24700013744 714-730 East 18th Avenue Denver CO 80218 Commercial
22630013745 4232 46th Street San Diego CA 92115 Multifamily
22630013746 4561 Adobe Road 29 Palms CA 92277 Multifamily
22650013747 61 South Main Street Midvale UT 84047 Multifamily
22650013748 59 West Center Street Midvale UT 84047 Multifamily
23700013749 619 West Charter Way Stockton CA 95206 Commercial
21650013750 4213 Live Oak Street Cudahy CA 90201 Multifamily
28630013753 103 Tompkins Avenue Stony Point NY 10980 Multifamily
23720013754 2501 - 2599 8th Street Berkeley CA 94710 Commercial
21650013755 5433 Abbot Place Los Angeles CA 90042 Multifamily
24630013756 2301 Emporia Street Aurora CO 80010 Multifamily
21720013759 7485,89 & 95 El Camino Real Atascadero CA 93422 Commercial
22700013760 230 North Orange Avenue Brea CA 92821 Commercial
22650013761 3116 Carlyle Street Los Angeles CA 90065 Multifamily
26650013762 15827 NE Glisan Street Portland OR 97230 Multifamily
22720013764 3909 - 3917 East Anaheim Avenue Long Beach CA 90815 Commercial
24630013765 1020 Logan Street Denver CO 80203 Multifamily
24630013766 1630 Pennsylvania Street Denver CO 80203 Multifamily
21630013768 1441 North Edison Blvd. Burbank CA 91505 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
21630013689 1957 8 185,000 18-Dec-97 64.86 64.24
21630013691 1961 22 456,000 10-Nov-97 66.58 66.09
24630013692 1958 8 365,000 12-Dec-97 70.00 66.83
21650013693 1960 8 260,000 12-Dec-97 34.33 33.97
23720013695 1908 12,206 2,500,000 1-Dec-97 52.80 52.16
21700013701 1957 41,420 2,670,000 10-Dec-97 59.93 59.28
24630013702 1962 8 260,000 4-Dec-97 75.00 74.22
21720013703 1956 3,915 408,000 15-Dec-97 70.00 69.32
21630013704 1923 10 285,000 14-Dec-97 70.00 69.43
22720013706 1954 1,850 275,000 12-Dec-97 49.09 48.58
28630013707 1913 6,520 240,000 13-Aug-97 50.00 49.65
29700013708 1927 4,621 390,000 25-Nov-97 57.44 57.07
21700013709 1920 2,885 260,000 11-Dec-97 52.50 52.11
21630013713 1956 12 228,000 29-Dec-97 69.08 68.51
24630013714 1939 6 223,000 26-Dec-97 73.99 72.90
21630013715 1958 4,265 584,000 10-Dec-97 59.42 58.81
23630013716 1940 8 310,000 6-Oct-97 59.68 59.37
24630013720 1945 30 970,000 10-Dec-97 74.61 73.99
21720013721 1987 7,465 600,000 5-Jan-98 61.67 61.26
21630013722 1987 8 290,000 2-Jan-98 64.66 64.08
21630013724 1964 14 415,000 8-Dec-97 74.10 73.52
21650013725 1923 20 225,000 27-Dec-97 70.00 69.51
23700013731 1896 14,087 1,350,000 13-Nov-97 66.67 66.18
29630013732 1923 44 1,230,000 23-Dec-97 56.91 56.40
26650013733 1906 7 302,000 16-Dec-97 71.52 70.44
29720013734 1978 2,363 200,000 19-Dec-97 65.00 64.33
26650013738 1917 20 310,000 11-Dec-97 70.00 68.74
22630013740 1955 7 310,000 14-Jan-98 62.32 61.93
21630013741 1965 20 585,000 16-Jan-98 75.00 74.35
21630013742 1964 10 340,000 16-Jan-98 75.00 74.35
24700013744 1967 8,500 300,000 15-Dec-97 70.00 69.44
22630013745 1989 7 260,000 13-Jan-98 65.00 64.48
22630013746 1973 54 860,000 19-Dec-97 17.44 17.34
22650013747 1973 32 1,030,000 2-Jan-98 41.26 40.97
22650013748 1971 54 2,010,000 2-Jan-98 39.80 39.52
23700013749 1978 3,400 850,000 7-Jan-98 22.76 22.37
21650013750 1954 7 235,000 15-Jan-98 75.00 73.50
28630013753 1920 5 315,000 30-Dec-97 71.43 70.94
23720013754 1913 54,148 2,350,000 21-Jan-98 62.77 62.09
21650013755 1926 18 339,000 24-Jan-98 65.00 64.61
24630013756 1958 7 161,000 26-Jan-98 74.53 73.99
21720013759 1971 12,000 875,000 7-Jan-98 68.57 67.94
22700013760 1995 23,918 1,400,000 31-Dec-97 42.86 42.39
22650013761 1992 5 258,000 21-Jan-98 74.13 73.63
26650013762 1969 12 535,000 26-Jan-98 75.70 75.19
22720013764 1946 8,045 300,000 21-Jan-98 48.33 47.58
24630013765 1957 38 875,000 9-Jan-98 65.00 64.51
24630013766 1925 20 425,000 5-Jan-98 75.00 74.48
21630013768 1989 8 510,000 22-Jan-98 76.57 75.97
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Loan Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21630013689 $120,000 $118,842 9.125 973.99 347 347 1-Feb-98 1-Jan-28
21630013691 $303,600 $301,381 9.750 2,604.57 348 348 1-Mar-98 1-Feb-28
24630013692 $255,500 $243,943 8.625 1,912.69 347 347 1-Feb-98 1-Jan-28
21650013693 $89,250 $88,323 9.500 782.00 107 347 1-Feb-98 1-Jan-08
23720013695 $1,320,000 $1,304,020 8.875 10,964.63 107 347 1-Feb-98 1-Jan-08
21700013701 $1,600,000 $1,582,792 9.950 14,482.86 107 287 1-Feb-98 1-Jan-08
24630013702 $195,000 $192,978 8.625 1,513.24 347 347 1-Feb-98 1-Jan-28
21720013703 $285,600 $282,817 9.750 2,545.09 107 287 1-Feb-98 1-Jan-08
21630013704 $199,500 $197,869 9.000 1,603.05 348 348 1-Mar-98 1-Feb-28
22720013706 $135,000 $133,606 9.600 1,188.89 48 288 1-Mar-98 1-Feb-03
28630013707 $120,000 $119,158 9.950 1,047.18 348 348 1-Mar-98 1-Feb-28
29700013708 $224,000 $222,556 10.500 2,046.05 348 348 1-Mar-98 1-Feb-28
21700013709 $136,500 $135,494 9.700 1,166.03 348 348 1-Mar-98 1-Feb-28
21630013713 $157,500 $156,212 9.000 1,265.56 348 348 1-Mar-98 1-Feb-28
24630013714 $165,000 $162,575 8.750 1,296.21 348 348 1-Mar-98 1-Feb-28
21630013715 $347,000 $343,476 9.750 2,981.27 108 348 1-Mar-98 1-Feb-08
23630013716 $185,000 $184,036 9.875 1,606.45 109 349 1-Apr-98 1-Mar-08
24630013720 $723,750 $717,665 8.750 5,685.27 348 348 1-Mar-98 1-Feb-28
21720013721 $370,000 $367,571 9.375 3,077.48 108 348 1-Mar-98 1-Feb-08
21630013722 $187,500 $185,830 8.375 1,423.48 348 348 1-Mar-98 1-Feb-28
21630013724 $307,500 $305,098 9.250 2,526.36 348 348 1-Mar-98 1-Feb-28
21650013725 $157,500 $156,396 10.250 1,411.36 108 348 1-Mar-98 1-Feb-08
23700013731 $900,000 $893,432 9.750 7,721.16 348 348 1-Mar-98 1-Feb-28
29630013732 $700,000 $693,709 8.875 5,752.06 348 348 1-Mar-98 1-Feb-28
26650013733 $216,000 $212,728 8.560 1,670.05 108 348 1-Mar-98 1-Feb-08
29720013734 $130,000 $128,655 9.630 1,147.58 108 348 1-Mar-98 1-Feb-08
26650013738 $217,000 $213,085 9.310 1,995.88 108 228 1-Mar-98 1-Feb-08
22630013740 $193,200 $191,973 9.625 1,641.61 348 348 1-Mar-98 1-Feb-28
21630013741 $438,750 $434,968 8.750 3,446.66 348 348 1-Mar-98 1-Feb-28
21630013742 $255,000 $252,802 8.750 2,003.19 348 348 1-Mar-98 1-Feb-28
24700013744 $210,000 $208,316 9.700 1,792.71 348 348 1-Mar-98 1-Feb-28
22630013745 $169,000 $167,637 9.250 1,388.12 348 348 1-Mar-98 1-Feb-28
22630013746 $150,000 $149,165 9.625 1,274.88 73 349 1-Apr-98 1-Mar-05
22650013747 $425,000 $421,949 8.940 3,401.32 108 348 1-Mar-98 1-Feb-08
22650013748 $800,000 $794,258 8.940 6,402.48 108 348 1-Mar-98 1-Feb-08
23700013749 $193,500 $190,171 9.625 1,816.96 229 229 1-Apr-98 1-Mar-18
21650013750 $176,250 $172,736 8.875 1,402.33 108 348 1-Mar-98 1-Feb-08
28630013753 $225,000 $223,463 9.000 1,810.41 48 348 1-Mar-98 1-Feb-03
23720013754 $1,475,000 $1,459,193 9.250 12,631.64 108 288 1-Mar-98 1-Feb-08
21650013755 $220,350 $219,028 9.875 1,913.41 108 348 1-Mar-98 1-Feb-08
24630013756 $120,000 $119,123 8.750 943.33 349 349 1-Apr-98 1-Mar-28
21720013759 $600,000 $594,507 9.250 5,138.30 109 289 1-Apr-98 1-Mar-08
22700013760 $600,000 $593,507 9.500 5,234.60 289 289 1-Apr-98 1-Mar-23
22650013761 $191,250 $189,962 8.625 1,487.53 109 349 1-Apr-98 1-Mar-08
26650013762 $405,000 $402,269 8.560 3,131.34 109 349 1-Apr-98 1-Mar-08
22720013764 $145,000 $142,738 9.810 1,298.25 109 289 1-Apr-98 1-Mar-08
24630013765 $568,750 $564,453 8.375 4,320.84 349 349 1-Apr-98 1-Mar-28
24630013766 $318,750 $316,530 9.000 2,565.64 349 349 1-Apr-98 1-Mar-28
21630013768 $390,500 $387,428 8.375 2,968.17 349 349 1-Apr-98 1-Mar-28
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21630013689 $23,017 22-Dec-97 2.29 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
21630013691 $58,896 5-Dec-97 2.21 ARM 6MOLIBOR 4.000 2.0 13.990 7.990 6
24630013692 $30,792 1-Dec-97 1.47 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 12
21650013693 $10,812 23-Dec-97 1.20 FIXED FIXED N/A N/A N/A N/A N/A
23720013695 $157,852 1-Dec-97 1.25 FIXED FIXED N/A N/A N/A N/A N/A
21700013701 $270,603 9-Dec-97 1.56 FIXED FIXED N/A N/A N/A N/A N/A
24630013702 $26,167 1-Dec-97 1.64 ARM 6MOLIBOR 3.500 2.0 13.250 7.250 6
21720013703 $37,644 23-Dec-97 1.23 FIXED FIXED N/A N/A N/A N/A N/A
21630013704 $28,587 23-Dec-97 1.71 ARM 6MOLIBOR 4.000 1.5 13.500 7.500 6
22720013706 $17,854 26-Dec-97 1.25 FIXED FIXED N/A N/A N/A N/A N/A
28630013707 $17,569 23-Dec-97 1.67 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
29700013708 $31,941 31-Dec-97 1.55 ARM 6MOLIBOR 5.000 1.0 14.500 8.500 6
21700013709 $20,604 1-Dec-97 1.76 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
21630013713 $29,683 6-Jan-98 2.25 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
24630013714 $20,240 1-Jan-98 1.50 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013715 $46,368 29-Dec-97 1.30 FIXED FIXED N/A N/A N/A N/A N/A
23630013716 $37,988 25-Nov-97 1.97 FIXED FIXED N/A N/A N/A N/A N/A
24630013720 $95,857 1-Jan-98 1.62 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21720013721 $54,885 11-Jan-98 1.49 FIXED FIXED N/A N/A N/A N/A N/A
21630013722 $28,096 14-Jan-98 1.83 ARM 1YRCMT 2.990 1.5 13.250 7.250 6
21630013724 $41,617 14-Jan-98 1.57 ARM 6MOLIBOR 3.500 1.5 13.250 7.750 6
21650013725 $20,739 30-Dec-97 1.22 FIXED FIXED N/A N/A N/A N/A N/A
23700013731 $118,367 1-Jan-98 1.53 ARM 6MOLIBOR 4.500 2.0 13.750 7.750 6
29630013732 $137,833 7-Jan-98 2.24 ARM 1YRCMT 3.500 1.5 13.990 7.990 6
26650013733 $24,044 14-Jan-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
29720013734 $19,338 1-Jan-98 1.40 FIXED FIXED N/A N/A N/A N/A N/A
26650013738 $37,721 15-Jan-98 1.57 FIXED FIXED N/A N/A N/A N/A N/A
22630013740 $32,056 22-Jan-98 1.65 ARM 6MOLIBOR 3.875 1.5 13.250 9.495 6
21630013741 $69,711 23-Jan-98 1.94 ARM 6MOLIBOR 3.250 1.5 13.250 7.250 6
21630013742 $39,072 23-Jan-98 1.87 ARM 6MOLIBOR 3.250 1.5 13.250 7.250 6
24700013744 $38,409 20-Jan-98 2.14 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
22630013745 $21,868 23-Jan-98 1.51 ARM 6MOLIBOR 3.750 1.5 13.250 7.750 6
22630013746 $64,787 9-Jan-98 4.28 ARM 6MOLIBOR 3.950 1.5 13.750 9.500 6
22650013747 $69,203 1-Jan-98 1.70 FIXED FIXED N/A N/A N/A N/A N/A
22650013748 $212,910 26-Jan-98 2.77 FIXED FIXED N/A N/A N/A N/A N/A
23700013749 $51,890 1-Jan-98 2.67 ARM 6MOLIBOR 3.950 2.0 13.500 8.000 6
21650013750 $20,169 26-Jan-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
28630013753 $26,461 15-Jan-98 1.22 FIXED FIXED N/A N/A N/A N/A N/A
23720013754 $248,346 30-Jan-98 1.64 FIXED FIXED N/A N/A N/A N/A N/A
21650013755 $36,680 29-Jan-98 1.60 FIXED FIXED N/A N/A N/A N/A N/A
24630013756 $15,193 29-Jan-98 1.55 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21720013759 $80,353 17-Jan-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
22700013760 $120,663 30-Jan-98 2.27 ARM 6MOLIBOR 4.000 2.0 13.500 7.500 6
22650013761 $23,913 28-Jan-98 1.34 FIXED FIXED N/A N/A N/A N/A N/A
26650013762 $41,056 1-Jan-98 1.09 FIXED FIXED N/A N/A N/A N/A N/A
22720013764 $36,295 26-Jan-98 2.33 FIXED FIXED N/A N/A N/A N/A N/A
24630013765 $92,033 27-Jan-98 1.98 ARM 1YRCMT 3.250 1.5 13.250 7.250 6
24630013766 $40,768 22-Jan-98 1.52 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013768 $40,903 30-Jan-98 1.31 ARM 6MOLIBOR 2.700 1.5 12.990 6.990 6
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
21630013689 1-Jul-99 Cashout Refinance
21630013691 1-Aug-99 Purchase
24630013692 1-Jul-99 Purchase
21650013693 N/A Cashout Refinance
23720013695 N/A Refinance
21700013701 N/A Refinance
24630013702 1-Jul-99 Purchase
21720013703 N/A Refinance
21630013704 1-Aug-99 Purchase
22720013706 N/A Cashout Refinance
28630013707 1-Aug-99 Refinance
29700013708 1-Aug-99 Refinance
21700013709 1-Aug-99 Purchase
21630013713 1-Aug-99 Purchase
24630013714 1-Aug-99 Purchase
21630013715 N/A Cashout Refinance
23630013716 N/A Refinance
24630013720 1-Aug-99 Purchase
21720013721 N/A Purchase
21630013722 1-Aug-99 Purchase
21630013724 1-Aug-99 Purchase
21650013725 N/A Purchase
23700013731 1-Aug-99 Cashout Refinance
29630013732 1-Aug-99 Refinance
26650013733 N/A Purchase
29720013734 N/A Purchase
26650013738 N/A Cashout Refinance
22630013740 1-Aug-99 Purchase
21630013741 1-Aug-99 Cashout Refinance
21630013742 1-Aug-99 Cashout Refinance
24700013744 1-Aug-99 Purchase
22630013745 1-Aug-99 Purchase
22630013746 1-Mar-99 Cashout Refinance
22650013747 N/A Cashout Refinance
22650013748 N/A Cashout Refinance
23700013749 1-Mar-99 Refinance
21650013750 N/A Purchase
28630013753 N/A Purchase
23720013754 N/A Cashout Refinance
21650013755 N/A Purchase
24630013756 1-Mar-99 Purchase
21720013759 N/A Cashout Refinance
22700013760 1-Mar-99 Cashout Refinance
22650013761 N/A Purchase
26650013762 N/A Purchase
22720013764 N/A Purchase
24630013765 1-Mar-99 Cashout Refinance
24630013766 1-Mar-99 Purchase
21630013768 1-Mar-99 Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
28720013770 890 - 898 East 92nd Street Brooklyn NY 11236 Commercial
24630013771 2310 East Roosevelt Phoenix AZ 85006 Multifamily
23650013775 738 6th Avenue San Francisco CA 94118 Multifamily
22720013776 15239-15261 Parthenia Street Los Angeles CA 91343 Commercial
24630013777 1520 Glencoe Street Denver CO 80222 Multifamily
22720013778 9421-9441 West Sam Houston Parkway Houston TX 77036 Commercial
21630013779 13637 Cordary Avenue Hawthorne CA 90250 Multifamily
22630013780 1717 S. Burlington Avenue Los Angeles CA 90006 Multifamily
21720013781 9606 State Street South Gate CA 90280 Commercial
22630013787 4069 Idaho Street San Diego CA 92104 Multifamily
24630013789 1721 Humboldt Street Denver CO 80218 Multifamily
21650013794 7315 Independence Avenue Canoga Park CA 91303 Multifamily
21650013796 21115 Saticoy Street Canoga Park CA 91304 Multifamily
29700013797 4327 Wade Green Road Kennesaw GA 30144 Commercial
21720013798 7112-16 Melrose Avenue Los Angeles CA 90046 Commercial
21630013803 1309 - 1313 North Willowbrook Avenue Compton CA 90222 Multifamily
21720013804 1001 S. Arrowhead San Bernadino CA 92408 Commercial
29650013807 8603 NW 35th Court Coral Springs FL 33065 Multifamily
21650013808 5659 Halbrent Ave. Los Angeles CA 91411 Multifamily
24650013815 2309 & 2313 North Fitzhugh Avenue Dallas TX 75204 Multifamily
22630013819 15341 & 13549 Van Buren
& 15352 & 15362 Jackson Street Midway City CA 92655 Multifamily
22630013820 6419 Brynhurst Avenue Los Angeles CA 90043 Multifamily
21700031791 1542,1544 & 1546 East Anaheim Street Long Beach CA 90813 Commercial
23700013727 640 N. San Joaquin Street Stockton CA 95203 Commercial
26650013757 914-916 W. Yandell El Paso TX 79902 Multifamily
25630013769 3600 S. Oregon Street/4426 36th Avenue S. Seattle WA 98118 Multifamily
23630013772 727-731 Florida Street San Francisco CA 94110 Commercial
21630013784 2002 Sunset Blvd. Los Angeles CA 90026 Multifamily
21630013785 509-511 Third Street Jackson MI 49201 Multifamily
22630013786 673 Palm Avenue Beaumont CA 92223 Multifamily
23630013793 136 E. 12th Street Oakland CA 94606 Multifamily
21630013799 337-339 1/2 West Washington St. Jackson MI 49201 Multifamily
22630013800 133-135-137 Baker Street San Francisco CA 94117 Multifamily
25650013805 1723 18th Avenue Seattle WA 98122 Multifamily
27650013813 1808 S Racine Avenue Chicago IL 60608 Multifamily
21630013814 4534 Pinafore Street Los Angeles CA 90008 Multifamily
24650013816 2514 Community Drive Dallas TX 75220 Multifamily
28630013817 5-13 Albough Road & 11-13 Wallens Hill Road Barkhamsted CT 6063 Multifamily
22650013818 2100 8th Avenue Los Angeles CA 90018 Multifamily
26650013821 1254 8th NW & 3598 Aster St NW Salem OR 97304 Multifamily
22630013822 13111 Vanowen Street Los Angeles CA 91605 Multifamily
21720013824 1021Grandview Ave. Glendale CA 91201 Commercial
29630013826 814 N G Street Lake Worth FL 33460 Multifamily
29630013827 901 North F Street Lake Worth FL 33460 Multifamily
29630013829 611 North Federal Highway Lake Worth FL 33460 Multifamily
21630013830 6027 Makee Ave. Los angeles CA 90001 Multifamily
21630013831 737-747 South Boyle Ave. Los Angeles CA 90023 Multifamily
28650013836 614-616 Park Avenue Hoboken NJ 7030 Multifamily
21650013837 1214 A-D E Hellman St.& 760-66 Orange Avenue Long Beach CA 90813 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
28720013770 1962 6,000 420,000 21-Nov-97 50.00 49.60
24630013771 1944 16 310,000 12-Feb-98 59.68 58.67
23650013775 1907 6 755,000 20-Jan-98 29.14 28.95
22720013776 1986 9,303 850,000 26-Jan-98 52.94 52.65
24630013777 1947 11 370,000 30-Jan-98 74.59 74.05
22720013778 1983 94,118 3,100,000 27-Jan-98 41.13 40.74
21630013779 1964 56 1,218,000 30-Jan-98 64.66 64.27
22630013780 1987 8 265,000 24-Jan-98 65.09 64.61
21720013781 1971 2,610 500,000 13-Jan-98 20.80 20.68
22630013787 1965 8 330,000 6-Feb-98 73.64 73.12
24630013789 1961 20 500,000 13-Jan-98 74.55 69.91
21650013794 1960 25 810,000 4-Feb-98 67.90 67.50
21650013796 1963 32 760,000 4-Feb-98 72.37 71.95
29700013797 1968 8,395 625,000 16-Dec-97 65.00 64.54
21720013798 1936 1,907 317,000 15-Jan-98 60.00 59.23
21630013803 1958 24 450,000 9-Feb-98 51.78 51.39
21720013804 1964 47,840 1,100,000 21-Oct-97 75.00 74.58
29650013807 1973 5 256,000 2-Feb-98 70.31 69.86
21650013808 1957 6 235,000 12-Feb-98 50.00 49.01
24650013815 1929 16 225,000 12-Feb-98 70.00 68.65
22630013819 1944 12 460,000 11-Feb-98 13.04 12.73
22630013820 1966 12 389,000 16-Feb-98 70.18 69.71
21700031791 1986 5,575 496,000 24-Oct-97 63.51 61.45
23700013727 1914 26,000 950,000 3-Oct-97 69.47 69.03
26650013757 1930 5 150,000 11-Dec-97 64.67 63.60
25630013769 1959 16 620,000 20-Jan-98 75.00 74.46
23630013772 1908 11,560 900,000 3-Dec-97 62.67 62.24
21630013784 1930 36 535,000 30-Jan-98 70.09 69.55
21630013785 1900 10 185,000 8-Jan-98 73.65 73.10
22630013786 1967 6 118,500 21-Jan-98 67.72 67.18
23630013793 1946 71 2,250,000 16-Dec-97 53.33 52.88
21630013799 1920 6 170,000 8-Jan-98 66.91 65.98
22630013800 1900 10 675,000 25-Sep-97 51.85 51.50
25650013805 1986 19 1,200,000 4-Feb-98 75.63 75.08
27650013813 1900 7 190,000 5-Feb-98 39.47 39.24
21630013814 1960 23 462,000 12-Feb-98 60.06 59.72
24650013816 1972 33 403,000 10-Feb-98 74.44 73.94
28630013817 1970 40 1,600,000 8-Jan-98 75.00 74.46
22650013818 1917 6 200,000 17-Feb-98 70.00 69.57
26650013821 1965 14 440,000 3-Nov-97 70.00 69.57
22630013822 1965 16 560,000 6-Feb-98 73.66 73.02
21720013824 1952 38,752 3,075,000 17-Feb-98 42.28 41.99
29630013826 1977 12 310,000 19-Jan-98 66.53 66.08
29630013827 1967 16 376,000 19-Jan-98 73.66 73.14
29630013829 1952 8 190,000 19-Jan-98 69.37 68.89
21630013830 1971 6 313,000 18-Feb-98 55.91 55.52
21630013831 1924 12 270,000 25-Feb-98 70.00 69.51
28650013836 1920 11 425,000 28-Jan-98 70.59 70.08
21650013837 1962 8 250,000 8-Jan-98 70.00 69.64
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Loan Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
28720013770 $210,000 $208,316 10.000 1,908.28 109 289 1-Apr-98 1-Mar-08
24630013771 $185,000 $181,871 8.750 1,446.16 349 349 1-Apr-98 1-Mar-28
23650013775 $220,000 $218,600 8.500 1,691.61 109 349 1-Apr-98 1-Mar-08
22720013776 $450,000 $447,487 9.540 3,796.99 109 349 1-Apr-98 1-Mar-08
24630013777 $276,000 $273,972 8.750 2,169.58 349 349 1-Apr-98 1-Mar-28
22720013778 $1,275,000 $1,262,829 9.390 11,042.30 109 289 1-Apr-98 1-Mar-08
21630013779 $787,500 $782,764 9.250 6,478.01 349 349 1-Apr-98 1-Mar-28
22630013780 $172,500 $171,229 8.750 1,355.96 349 349 1-Apr-98 1-Mar-28
21720013781 $104,000 $103,413 9.490 873.73 109 349 1-Apr-98 1-Mar-08
22630013787 $243,000 $241,285 8.875 1,932.14 349 349 1-Apr-98 1-Mar-28
24630013789 $372,750 $349,573 9.000 2,999.24 73 349 1-Apr-98 1-Mar-05
21650013794 $550,000 $546,753 8.840 4,362.26 109 349 1-Apr-98 1-Mar-08
21650013796 $550,000 $546,834 8.950 4,405.66 109 349 1-Apr-98 1-Mar-08
29700013797 $406,250 $403,359 9.200 3,323.63 349 349 1-Apr-98 1-Mar-28
21720013798 $190,200 $187,775 9.290 1,634.10 109 289 1-Apr-98 1-Mar-08
21630013803 $233,000 $231,260 9.000 1,873.33 349 349 1-Apr-98 1-Mar-28
21720013804 $825,000 $820,414 9.090 6,691.64 109 349 1-Apr-98 1-Mar-08
29650013807 $180,000 $178,848 8.875 1,432.17 109 349 1-Apr-98 1-Mar-08
21650013808 $117,500 $115,166 8.790 927.74 109 349 1-Apr-98 1-Mar-08
24650013815 $157,500 $154,473 8.790 1,395.87 109 229 1-Apr-98 1-Mar-08
22630013819 $60,000 $58,543 8.750 466.82 349 349 1-Apr-98 1-Mar-28
22630013820 $273,000 $271,166 9.490 2,292.11 349 349 1-Apr-98 1-Mar-28
21700031791 $315,000 $304,816 9.700 2,628.06 348 348 1-Mar-98 1-Feb-28
23700013727 $660,000 $655,830 10.000 5,784.72 349 349 1-Apr-98 1-Mar-28
26650013757 $97,000 $95,403 9.310 892.17 109 229 1-Apr-98 1-Mar-08
25630013769 $465,000 $461,649 8.290 3,506.48 109 349 1-Apr-98 1-Mar-08
23630013772 $564,000 $560,169 9.750 4,838.58 349 349 1-Apr-98 1-Mar-28
21630013784 $375,000 $372,068 8.750 2,946.40 349 349 1-Apr-98 1-Mar-28
21630013785 $136,250 $135,238 9.000 1,094.99 349 349 1-Apr-98 1-Mar-28
22630013786 $80,250 $79,603 9.000 644.53 349 349 1-Apr-98 1-Mar-28
23630013793 $1,200,000 $1,189,827 8.750 9,432.62 349 349 1-Apr-98 1-Mar-28
21630013799 $113,750 $112,168 9.000 908.20 349 349 1-Apr-98 1-Mar-28
22630013800 $350,000 $347,619 9.750 3,002.63 349 349 1-Apr-98 1-Mar-28
25650013805 $907,500 $900,961 8.290 6,843.29 109 349 1-Apr-98 1-Mar-08
27650013813 $75,000 $74,562 9.040 605.63 110 350 1-May-98 1-Apr-08
21630013814 $277,500 $275,914 9.500 2,333.17 349 350 1-May-98 1-Mar-28
24650013816 $300,000 $297,960 8.790 2,368.68 109 349 1-Apr-98 1-Mar-08
28630013817 $1,200,000 $1,191,425 8.000 8,803.13 350 350 1-May-98 1-Apr-28
22650013818 $140,000 $139,131 9.040 1,130.51 109 349 1-Apr-98 1-Mar-08
26650013821 $308,000 $306,119 8.540 2,377.00 110 350 1-May-98 1-Apr-08
22630013822 $412,500 $408,904 7.750 2,953.12 349 349 1-Apr-98 1-Mar-28
21720013824 $1,300,000 $1,291,073 8.540 10,032.76 109 349 1-Apr-98 1-Mar-08
29630013826 $206,250 $204,857 9.000 1,657.69 350 350 1-May-98 1-Apr-28
29630013827 $276,950 $275,021 9.000 2,225.45 350 350 1-May-98 1-Apr-28
29630013829 $131,800 $130,882 9.000 1,059.09 350 350 1-May-98 1-Apr-28
21630013830 $175,000 $173,777 9.000 1,406.19 350 350 1-May-98 1-Apr-28
21630013831 $189,000 $187,684 9.000 1,518.73 350 350 1-May-98 1-Apr-28
28650013836 $300,000 $297,840 8.853 2,382.21 110 350 1-May-98 1-Apr-08
21650013837 $175,000 $174,106 9.490 1,470.22 110 350 1-May-98 1-Apr-08
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
28720013770 $39,963 4-Feb-98 1.75 FIXED FIXED N/A N/A N/A N/A N/A
24630013771 $26,353 1-Feb-98 1.74 ARM 6MOLIBOR 3.750 1.5 13.250 7.250 6
23650013775 $35,079 5-Feb-98 1.73 FIXED FIXED N/A N/A N/A N/A N/A
22720013776 $72,716 9-Feb-98 1.60 FIXED FIXED N/A N/A N/A N/A N/A
24630013777 $37,024 9-Feb-98 1.64 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22720013778 $365,519 6-Feb-98 2.76 FIXED FIXED N/A N/A N/A N/A N/A
21630013779 $159,916 10-Feb-98 2.08 ARM 6MOLIBOR 3.500 1.5 13.250 9.120 6
22630013780 $31,782 11-Feb-98 2.25 ARM 6MOLIBOR 3.750 1.5 13.250 7.250 6
21720013781 $18,145 1-Feb-98 1.73 FIXED FIXED N/A N/A N/A N/A N/A
22630013787 $28,262 12-Feb-98 1.39 ARM 6MOLIBOR 3.125 1.5 12.250 7.500 6
24630013789 $48,870 25-Feb-98 1.36 FIXED FIXED N/A N/A N/A N/A N/A
21650013794 $99,270 27-Jan-98 1.90 FIXED FIXED N/A N/A N/A N/A N/A
21650013796 $82,313 5-Feb-98 1.56 FIXED FIXED N/A N/A N/A N/A N/A
29700013797 $67,739 15-Jan-98 1.95 ARM 6MOLIBOR 4.250 1.5 13.700 7.700 6
21720013798 $34,839 11-Feb-98 1.78 FIXED FIXED N/A N/A N/A N/A N/A
21630013803 $41,493 12-Feb-98 2.12 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21720013804 $120,713 13-Feb-98 1.50 FIXED FIXED N/A N/A N/A N/A N/A
29650013807 $21,631 13-Feb-98 1.26 FIXED FIXED N/A N/A N/A N/A N/A
21650013808 $20,321 20-Feb-98 1.83 FIXED FIXED N/A N/A N/A N/A N/A
24650013815 $23,441 18-Feb-98 1.40 FIXED FIXED N/A N/A N/A N/A N/A
22630013819 $34,468 23-Feb-98 7.02 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22630013820 $50,224 24-Feb-98 2.09 ARM 6MOLIBOR 5.000 1.5 13.990 7.990 6
21700031791 $38,490 4-Nov-97 1.43 ARM 6MOLIBOR 4.250 2.0 13.700 7.700 6
23700013727 $88,638 5-Feb-98 1.50 ARM 6MOLIBOR 4.250 2.0 13.700 8.200 6
26650013757 $13,448 10-Feb-98 1.26 FIXED FIXED N/A N/A N/A N/A N/A
25630013769 $51,754 31-Jan-98 1.23 FIXED FIXED N/A N/A N/A N/A N/A
23630013772 $69,623 6-Feb-98 1.44 ARM 6MOLIBOR 4.500 2.0 13.250 7.750 6
21630013784 $58,272 13-Feb-98 1.90 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013785 $24,380 4-Feb-98 2.13 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
22630013786 $13,029 25-Mar-98 1.93 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
23630013793 $262,242 3-Feb-98 2.54 ARM 1YRCMT 3.625 2.0 13.250 7.750 6
21630013799 $22,444 30-Jan-98 2.35 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
22630013800 $54,391 11-Feb-98 1.81 ARM 6MOLIBOR 4.000 2.0 13.250 7.750 6
25650013805 $94,306 14-Feb-98 1.15 FIXED FIXED N/A N/A N/A N/A N/A
27650013813 $17,447 19-Feb-98 2.40 FIXED FIXED N/A N/A N/A N/A N/A
21630013814 $76,619 20-Feb-98 2.77 ARM 6MOLIBOR 3.750 1.5 13.500 9.370 6
24650013816 $34,014 19-Feb-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
28630013817 $161,641 10-Feb-98 1.53 ARM 1YRCMT 3.375 1.5 13.990 7.990 6
22650013818 $30,606 25-Mar-97 2.26 FIXED FIXED N/A N/A N/A N/A N/A
26650013821 $40,250 20-Feb-98 1.41 FIXED FIXED N/A N/A N/A N/A N/A
22630013822 $62,780 24-Feb-98 1.91 ARM 1YRCMT 2.700 1.5 12.990 6.990 6
21720013824 $259,174 25-Feb-98 2.15 FIXED FIXED N/A N/A N/A N/A N/A
29630013826 $29,061 5-Mar-98 1.68 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
29630013827 $38,435 24-Feb-98 1.65 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
29630013829 $21,916 24-Feb-98 1.98 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013830 $26,593 24-Feb-98 1.81 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013831 $35,640 2-Mar-98 2.25 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
28650013836 $38,303 3-Mar-98 1.34 FIXED FIXED N/A N/A N/A N/A N/A
21650013837 $24,606 1-Mar-98 1.39 FIXED FIXED N/A N/A N/A N/A N/A
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
28720013770 N/A Purchase
24630013771 1-Mar-99 Refinance
23650013775 N/A Purchase
22720013776 N/A Purchase
24630013777 1-Mar-99 Purchase
22720013778 N/A Cashout Refinance
21630013779 1-Mar-99 Purchase
22630013780 1-Mar-99 Purchase
21720013781 N/A Purchase
22630013787 1-Mar-99 Purchase
24630013789 N/A Purchase
21650013794 N/A Cashout Refinance
21650013796 N/A Cashout Refinance
29700013797 1-Mar-99 Cashout Refinance
21720013798 N/A Cashout Refinance
21630013803 1-Mar-99 Refinance
21720013804 N/A Purchase
29650013807 N/A Purchase
21650013808 N/A Cashout Refinance
24650013815 N/A Purchase
22630013819 1-Mar-99 Cashout Refinance
22630013820 1-Mar-99 Refinance
21700031791 1-Aug-99 Refinance
23700013727 1-Mar-99 Refinance
26650013757 N/A Refinance
25630013769 N/A Purchase
23630013772 1-Mar-99 Cashout Refinance
21630013784 1-Mar-99 Purchase
21630013785 1-Mar-99 Purchase
22630013786 1-Mar-99 Purchase
23630013793 1-Mar-99 Purchase
21630013799 1-Mar-99 Cashout Refinance
22630013800 1-Mar-99 Cashout Refinance
25650013805 N/A Purchase
27650013813 N/A Cashout Refinance
21630013814 1-Mar-99 Purchase
24650013816 N/A Purchase
28630013817 1-Apr-99 Purchase
22650013818 N/A Purchase
26650013821 N/A Cashout Refinance
22630013822 1-Mar-99 Purchase
21720013824 N/A Cashout Refinance
29630013826 1-Apr-99 Purchase
29630013827 1-Apr-99 Cashout Refinance
29630013829 1-Apr-99 Refinance
21630013830 1-Apr-99 Cashout Refinance
21630013831 1-Apr-99 Purchase
28650013836 N/A Cashout Refinance
21650013837 N/A Refinance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
24650013838 1401 Harvard Street Houston TX 77008 Multifamily
26650013838 755 SE Hogan Road Gresham OR 97080 Multifamily
21700013840 4061 W Charleston Blvd. Las Vegas NV 89102 Commercial
21630013841 1117 South Lake Street Burbank CA 91504 Multifamily
21630013843 1712 Peyton Avenue Burbank CA 91504 Multifamily
26650013844 3700-3701 Keltner El Paso TX 79904 Multifamily
21630013845 2320 N Catalina Street Burbank CA 91504 Multifamily
21650013846 1504 So. St. Andrews Pl. Los Angeles CA 90016 Multifamily
21700013847 2601-2609 W/ Martin Luther King Jr. Bl. Los Angeles CA 90008 Commercial
21630013848 4018 Monroe Street Los Angeles CA 90029 Multifamily
21720013849 2115-2121 University Ave. Riverside CA 92507 Commercial
21650013850 1307 & 1311 E. Peck Street Compton CA 90221 Multifamily
26650013851 1589-1599 Market Street NE Salem OR 97301 Multifamily
22720013852 160 Centennial Way Tustin CA 92680 Commercial
24650013853 5536 N. 31st Street Milwaukee WI 53214 Multifamily
24630013854 4912 S Iowa Avenue & 405 SW 50th Street Loveland CO 80537 Multifamily
24650013855 5512 N. 31st. St. Milwaukee WI 53214 Multifamily
26650013856 9221 N Lombard Street Portland OR 97203 Multifamily
21650013857 4707 Rosemead Blvd. Pico Rivera CA 90660 Multifamily
21630013858 3532-3540 E 52nd Street Maywood CA 90270 Multifamily
24650013859 4316 N 27th Street Phoenix AZ 85016 Multifamily
23700013860 19500 Monterey Road Morgan Hill CA 95073 Commercial
22630013862 1711 Coronado Avenue Long Beach CA 90804 Multifamily
22630013863 731 Irolo Street Los Angeles CA 90005 Multifamily
21650013864 5895-5909 3/4 Makee Ave. Los Angeles CA 90001 Multifamily
22630013868 1412 El Centro Avenue El Centro CA 92243 Multifamily
22650013869 200-230 N. Shannon Road Tuscon AZ 85745 Multifamily
22720013870 1701-1709 S Gaffey & 703-707 W 17th Street San Pedro CA 90731 Commercial
22650013871 425-429 W Rosewood Avenue Orange CA 92866 Multifamily
21630013873 854 E. Adams Blvd. Los Angeles CA 90011 Multifamily
21630013874 11822 Vanowen Street & 6756 Hinds Avenue Los Angeles CA 91605 Multifamily
23720013875 3430 Lake Tahoe Blvd South Lake Tahoe CA 96150 Commercial
29650013880 3200 & 3230 Cushman Circle SW Atlanta GA 30311 Multifamily
22650013881 420 S. Sherman Street Olympia WA 98502 Multifamily
23720013882 7505 Tam O Shanter Drive Stockton CA 95210 Commercial
29650013883 27 Rousseau Road Windham ME 4062 Multifamily
21630013884 20381 Broken Bow Rd. Apple Valley CA 92307 Multifamily
21720013885 20502-20540 E. Arrow Highway Covina CA 91724 Commercial
21630013886 1070 Saint Louis Ave. Long Beach CA 90804 Multifamily
26720013887 62910 O.B. Riley Road Bend OR 97701 Commercial
26650013888 3804-3814 SE 54th Avenue Portland OR 97206 Multifamily
28650013889 8-14 Harrison Street Manchester NH 3014 Multifamily
23720013890 1280 17th Avenue Santa Cruz CA 95062 Commercial
21630013892 2162 Elm Avenue Long Beach CA 90806 Multifamily
22650013893 1224 W 11th Street Pomona CA 91766 Multifamily
22650013894 1615-1621 N Harvard Blvd Los Angeles CA 90027 Multifamily
27630013896 1101-1107 West Marquette Chicago IL 60621 Multifamily
21650013897 4217 Lockwood Avenue Los Angeles CA 90029 Multifamily
23720013898 1550 South Winchester Blvd. Campbell CA 95008 Commercial
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
24650013838 1925 5 145,000 18-Feb-98 75.00 74.53
26650013838 1970 25 1,100,000 16-Feb-98 75.00 74.54
21700013840 1970 6,409 420,000 5-Jan-98 64.29 63.93
21630013841 1989 12 744,000 21-Feb-98 67.00 66.53
21630013843 1989 10 650,000 21-Feb-98 67.00 66.53
26650013844 1971 34 825,000 6-Feb-98 63.03 62.65
21630013845 1988 8 561,000 21-Feb-98 67.02 66.56
21650013846 1960 7 250,000 17-Feb-98 70.00 69.60
21700013847 1938 5,716 240,000 26-Feb-98 68.54 68.09
21630013848 1926 8 230,000 9-Feb-98 65.22 64.76
21720013849 1981 3,412 325,000 22-Jan-98 52.31 52.05
21650013850 1950 10 270,000 18-Feb-98 60.00 59.73
26650013851 1960 12 500,000 7-Feb-98 57.00 56.65
22720013852 1965 6,655 520,000 6-Feb-98 68.16 67.77
24650013853 1929 12 195,000 5-Jan-98 75.00 74.60
24630013854 1965 7 370,000 26-Feb-98 54.05 53.66
24650013855 1931 12 188,000 5-Jan-98 75.00 74.60
26650013856 1967 18 580,000 27-Feb-98 55.17 54.82
21650013857 1962 13 465,000 6-Mar-98 38.17 37.94
21630013858 1922 9 410,000 12-Jan-98 61.66 61.33
24650013859 1962 15 500,000 12-Feb-98 70.00 69.58
23700013860 1955 8,920 1,125,000 16-Dec-97 34.22 33.17
22630013862 1963 9 270,500 20-Feb-98 74.86 74.23
22630013863 1959 8 250,000 5-Mar-98 70.00 69.51
21650013864 1948 27 545,000 12-Jan-98 58.72 58.44
22630013868 1984 6 155,000 10-Mar-98 58.71 58.37
22650013869 1965 16 470,000 6-Mar-98 68.09 67.68
22720013870 1951 11,033 410,000 6-Mar-98 68.29 67.95
22650013871 1965 6 432,500 4-Mar-98 71.97 71.48
21630013873 1990 12 445,000 9-Mar-98 73.03 72.50
21630013874 1963 8 255,000 25-Feb-98 75.00 74.47
23720013875 1955 12,824 818,000 22-Jan-98 61.12 60.64
29650013880 1972 78 1,700,000 9-Feb-98 70.00 69.63
22650013881 1924 113 3,350,000 5-Dec-97 73.13 72.74
23720013882 1984 8,331 520,000 6-Feb-98 35.96 35.49
29650013883 1970 6 193,000 3-Mar-98 73.83 73.37
21630013884 1950 5 60,000 15-Mar-98 70.00 69.51
21720013885 1989 43,895 3,000,000 12-Mar-98 65.00 64.60
21630013886 1961 7 218,000 10-Mar-98 73.97 73.46
26720013887 1995 60,921 725,000 5-Feb-98 55.17 54.87
26650013888 1972 6 305,000 3-Mar-98 76.39 75.86
28650013889 1900 21 500,000 26-Feb-98 105.60 104.94
23720013890 1991 7,817 950,000 9-Feb-98 66.84 66.24
21630013892 1970 5 288,000 10-Mar-98 61.20 60.78
22650013893 1965 15 620,000 16-Mar-98 45.16 44.80
22650013894 1969 14 470,000 12-Mar-98 79.00 78.48
27630013896 1928 19 317,000 14-Jan-98 70.00 68.86
21650013897 1926 8 250,000 10-Mar-98 53.20 52.85
23720013898 1983 5,772 825,000 11-Mar-98 57.58 57.16
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24650013838 $108,750 $108,064 9.125 884.83 110 350 1-May-98 1-Apr-08
26650013838 $825,000 $819,978 8.790 6,513.87 110 350 1-May-98 1-Apr-08
21700013840 $270,000 $268,492 10.500 2,466.20 350 350 1-May-98 1-Apr-28
21630013841 $498,500 $495,020 9.000 4,005.67 350 350 1-May-98 1-Apr-28
21630013843 $435,500 $432,460 9.000 3,499.44 350 350 1-May-98 1-Apr-28
26650013844 $520,000 $516,842 8.820 4,116.87 110 350 1-May-98 1-Apr-08
21630013845 $376,000 $373,375 9.000 3,021.33 350 350 1-May-98 1-Apr-28
21650013846 $175,000 $174,000 9.165 1,428.92 110 350 1-May-98 1-Apr-08
21700013847 $164,500 $163,427 9.700 1,404.96 350 350 1-May-98 1-Apr-28
21630013848 $150,000 $148,951 9.000 1,205.31 350 350 1-May-98 1-Apr-28
21720013849 $170,000 $169,154 10.045 1,497.53 110 350 1-May-98 1-Apr-08
21650013850 $162,000 $161,260 9.500 1,362.19 111 351 1-Jun-98 1-May-08
26650013851 $285,000 $283,242 8.570 2,205.56 110 350 1-May-98 1-Apr-08
22720013852 $354,450 $352,394 9.040 2,862.20 110 350 1-May-98 1-Apr-08
24650013853 $146,250 $145,466 9.500 1,229.75 110 350 1-May-98 1-Apr-08
24630013854 $200,000 $198,526 8.750 1,571.15 350 350 1-May-98 1-Apr-28
24650013855 $141,000 $140,244 9.500 1,185.61 110 350 1-May-98 1-Apr-08
26650013856 $320,000 $317,953 8.570 2,476.42 110 350 1-May-98 1-Apr-08
21650013857 $177,500 $176,429 8.853 1,409.48 110 350 1-May-98 1-Apr-08
21630013858 $252,800 $251,444 9.460 2,117.83 350 350 1-May-98 1-Apr-28
24650013859 $350,000 $347,919 8.750 2,753.46 110 350 1-May-98 1-Apr-08
23700013860 $385,000 $373,120 9.625 3,199.56 350 350 1-May-98 1-Apr-28
22630013862 $202,500 $200,782 7.625 1,432.79 350 350 1-May-98 1-Apr-28
22630013863 $175,000 $173,771 9.000 1,406.14 350 350 1-May-98 1-Apr-28
21650013864 $320,000 $318,491 9.875 2,778.72 110 350 1-May-98 1-Apr-08
22630013868 $91,000 $90,467 9.125 740.15 350 350 1-May-98 1-Apr-28
22650013869 $320,000 $318,107 9.000 2,574.80 110 350 1-May-98 1-Apr-08
22720013870 $280,000 $278,584 9.540 2,362.57 110 350 1-May-98 1-Apr-08
22650013871 $311,250 $309,163 8.320 2,353.66 110 350 1-May-98 1-Apr-08
21630013873 $325,000 $322,605 8.750 2,553.11 350 350 1-May-98 1-Apr-28
21630013874 $191,250 $189,905 9.000 1,536.70 350 350 1-May-98 1-Apr-28
23720013875 $500,000 $496,018 10.125 4,587.64 110 290 1-May-98 1-Apr-08
29650013880 $1,190,000 $1,183,714 9.570 10,067.00 110 350 1-May-98 1-Apr-08
22650013881 $2,450,000 $2,436,937 8.150 18,234.08 112 352 1-Jul-98 1-Jun-08
23720013882 $187,000 $184,543 9.445 1,736.38 111 231 1-Jun-98 1-May-08
29650013883 $142,500 $141,610 8.700 1,115.97 110 350 1-May-98 1-Apr-08
21630013884 $42,000 $41,705 9.000 337.47 350 350 1-May-98 1-Apr-28
21720013885 $1,950,000 $1,938,101 8.820 15,438.26 110 350 1-May-98 1-Apr-08
21630013886 $161,250 $160,148 9.000 1,295.90 350 350 1-May-98 1-Apr-28
26720013887 $400,000 $397,776 9.320 3,311.02 110 350 1-May-98 1-Apr-08
26650013888 $233,000 $231,359 8.070 1,721.06 110 350 1-May-98 1-Apr-08
28650013889 $528,000 $524,683 8.695 4,133.06 111 351 1-Jun-98 1-May-08
23720013890 $635,000 $629,259 9.125 5,383.36 110 290 1-May-98 1-Apr-08
21630013892 $176,250 $175,045 9.000 1,416.45 350 350 1-May-98 1-Apr-28
22650013893 $280,000 $277,744 8.820 2,216.78 110 350 1-May-98 1-Apr-08
22650013894 $371,300 $368,877 8.290 2,799.91 110 350 1-May-98 1-Apr-08
27630013896 $221,900 $218,298 9.500 2,064.89 230 230 1-May-98 1-Apr-18
21650013897 $133,000 $132,118 9.570 1,125.14 110 350 1-May-98 1-Apr-08
23720013898 $475,000 $471,596 9.250 3,907.71 110 350 1-May-98 1-Apr-08
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24650013838 $12,707 25-Feb-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
26650013838 $99,539 12-Mar-98 1.27 FIXED FIXED N/A N/A N/A N/A N/A
21700013840 $46,584 23-Feb-98 1.87 ARM PRIME 3.250 2.0 14.500 8.500 6
21630013841 $60,192 28-Feb-98 1.44 ARM 6MOLIBOR 5.000 1.5 12.500 7.500 6
21630013843 $49,802 4-Mar-98 1.36 ARM 6MOLIBOR 5.000 1.5 12.500 7.500 6
26650013844 $69,039 9-Mar-98 1.40 FIXED FIXED N/A N/A N/A N/A N/A
21630013845 $45,841 4-Mar-98 1.45 ARM 6MOLIBOR 5.000 1.5 12.500 7.500 6
21650013846 $21,245 3-Mar-98 1.24 FIXED FIXED N/A N/A N/A N/A N/A
21700013847 $22,002 6-Mar-98 1.56 ARM 6MOLIBOR 4.750 2.0 12.700 7.700 6
21630013848 $23,302 2-Mar-98 1.85 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21720013849 $22,483 19-Feb-98 1.25 FIXED FIXED N/A N/A N/A N/A N/A
21650013850 $28,848 1-Mar-98 1.76 FIXED FIXED N/A N/A N/A N/A N/A
26650013851 $42,415 9-Mar-98 1.60 FIXED FIXED N/A N/A N/A N/A N/A
22720013852 $42,934 5-Mar-98 1.25 FIXED FIXED N/A N/A N/A N/A N/A
24650013853 $27,680 3-Mar-98 1.88 FIXED FIXED N/A N/A N/A N/A N/A
24630013854 $26,699 5-Mar-98 1.63 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
24650013855 $26,352 3-Mar-98 1.85 FIXED FIXED N/A N/A N/A N/A N/A
26650013856 $43,120 3-Mar-98 1.45 FIXED FIXED N/A N/A N/A N/A N/A
21650013857 $37,197 10-Mar-98 2.20 FIXED FIXED N/A N/A N/A N/A N/A
21630013858 $33,111 16-Mar-98 1.30 ARM 6MOLIBOR 3.750 1.5 12.500 9.460 6
24650013859 $41,980 11-Mar-98 1.27 FIXED FIXED N/A N/A N/A N/A N/A
23700013860 $70,395 24-Mar-98 2.09 ARM 6MOLIBOR 4.250 2.0 13.450 7.950 6
22630013862 $31,962 31-Mar-98 1.93 ARM 1YRCMT 3.000 1.5 13.250 7.250 6
22630013863 $26,368 11-Mar-98 1.80 ARM 6MOLIBOR 3.625 1.5 13.250 7.500 6
21650013864 $44,428 23-Feb-98 1.33 FIXED FIXED N/A N/A N/A N/A N/A
22630013868 $15,011 16-Mar-98 1.92 ARM 6MOLIBOR 3.750 1.5 13.500 7.750 6
22650013869 $41,337 12-Mar-98 1.34 FIXED FIXED N/A N/A N/A N/A N/A
22720013870 $40,653 13-Mar-98 1.43 FIXED FIXED N/A N/A N/A N/A N/A
22650013871 $36,747 16-Mar-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
21630013873 $48,589 16-Mar-98 1.83 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21630013874 $26,772 7-Mar-98 1.67 ARM 6MOLIBOR 3.625 1.5 13.500 7.500 6
23720013875 $87,758 11-Mar-98 1.59 FIXED FIXED N/A N/A N/A N/A N/A
29650013880 $164,635 19-Mar-98 1.36 FIXED FIXED N/A N/A N/A N/A N/A
22650013881 $306,892 6-May-98 1.40 FIXED FIXED N/A N/A N/A N/A N/A
23720013882 $56,943 26-Mar-98 2.73 FIXED FIXED N/A N/A N/A N/A N/A
29650013883 $20,964 16-Mar-98 1.57 FIXED FIXED N/A N/A N/A N/A N/A
21630013884 $6,498 18-Mar-98 1.84 ARM 6MOLIBOR 3.950 1.5 13.500 7.500 6
21720013885 $340,940 20-Mar-98 1.84 FIXED FIXED N/A N/A N/A N/A N/A
21630013886 $22,866 16-Mar-98 1.69 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
26720013887 $55,928 26-Mar-98 1.41 FIXED FIXED N/A N/A N/A N/A N/A
26650013888 $24,681 13-Mar-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
28650013889 $143,960 1-Mar-98 2.90 FIXED FIXED N/A N/A N/A N/A N/A
23720013890 $84,718 23-Mar-98 1.31 FIXED FIXED N/A N/A N/A N/A N/A
21630013892 $26,053 17-Mar-98 1.76 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
22650013893 $51,492 20-Mar-98 1.94 FIXED FIXED N/A N/A N/A N/A N/A
22650013894 $47,761 20-Mar-98 1.42 FIXED FIXED N/A N/A N/A N/A N/A
27630013896 $38,450 23-Mar-98 1.69 ARM 6MOLIBOR 4.125 2.0 13.500 8.250 6
21650013897 $20,516 20-Mar-98 1.52 FIXED FIXED N/A N/A N/A N/A N/A
23720013898 $62,558 25-Mar-98 1.33 FIXED FIXED N/A N/A N/A N/A N/A
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
24650013838 N/A Purchase
26650013838 N/A Refinance
21700013840 1-Apr-99 Cashout Refinance
21630013841 1-Apr-99 Refinance
21630013843 1-Apr-99 Refinance
26650013844 N/A Cashout Refinance
21630013845 1-Apr-99 Refinance
21650013846 N/A Refinance
21700013847 1-Apr-99 Purchase
21630013848 1-Apr-99 Cashout Refinance
21720013849 N/A Purchase
21650013850 N/A Cashout Refinance
26650013851 N/A Cashout Refinance
22720013852 N/A Refinance
24650013853 N/A Purchase
24630013854 1-Apr-99 Cashout Refinance
24650013855 N/A Purchase
26650013856 N/A Cashout Refinance
21650013857 N/A Purchase
21630013858 1-Apr-99 Cashout Refinance
24650013859 N/A Cashout Refinance
23700013860 1-Apr-99 Refinance
22630013862 1-Apr-99 Purchase
22630013863 1-Apr-99 Purchase
21650013864 N/A Refinance
22630013868 1-Apr-99 Purchase
22650013869 N/A Cashout Refinance
22720013870 N/A Purchase
22650013871 N/A Purchase
21630013873 1-Apr-99 Refinance
21630013874 1-Apr-99 Purchase
23720013875 N/A Cashout Refinance
29650013880 N/A Cashout Refinance
22650013881 N/A Cashout Refinance
23720013882 N/A Cashout Refinance
29650013883 N/A Refinance
21630013884 1-Apr-99 Purchase
21720013885 N/A Purchase
21630013886 1-Apr-99 Purchase
26720013887 N/A Refinance
26650013888 N/A Purchase
28650013889 N/A Purchase
23720013890 N/A Refinance
21630013892 1-Apr-99 Purchase
22650013893 N/A Cashout Refinance
22650013894 N/A Purchase
27630013896 1-Apr-99 Purchase
21650013897 N/A Refinance
23720013898 N/A Refinance
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
21650013899 13715 Cordary Avenue Hawthorne CA 90250 Multifamily
29650013900 3911-3919 Wisconsin Street Lake Worth FL 33461 Multifamily
26630013901 12924-32 SE Powell Blvd. Portland OR 97236 Multifamily
21630013902 409-419 E. Acacia St. Ontario CA 91761 Multifamily
21630013903 3189 Euclid Avenue Lynwood CA 90262 Multifamily
21650013904 11775 Culver Blvd. Los Angeles CA 90066 Multifamily
22650013905 2839 Francis Avenue Los Angeles CA 90005 Multifamily
22630013906 8101 Langdon Avenue Los Angeles CA 91406 Multifamily
26650013909 1857 Talbot Road S.E. Jefferson OR 97352 Multifamily
23720013911 2063 Pacheco Street Concord CA 94520 Commercial
22720013912 6767 Sunset Blvd. Los Angeles CA 90028 Commercial
21650013914 16850 Verdura Avenue Paramount CA 90723 Multifamily
21720013915 11739 Ventura Blvd. Los Angeles CA 91604 Commercial
21720013916 8618 Sepulveda Blvd. North Hills CA 91343 Commercial
28650013917 390-392 Main Street Biddeford ME 4005 Multifamily
21650013918 645 N. New Hampshire Avenue Los Angeles CA 90004 Multifamily
21630013919 1717 &1721 N Spurgeon Street Santa Ana CA 92706 Multifamily
21650013920 1516-1524 Owens & 929 Quincy Bakersfield CA 93305 Multifamily
24630013922 2951-55 Franklin Street Denver CO 80205 Multifamily
26650013924 12430 NE Glisan Street Portland OR 97230 Multifamily
22720013925 4350 Highway 95 Fort Mojave AZ 86427 Commercial
22650013928 12119 Ferris Road El Monte CA 91732 Multifamily
22650013929 417 E. Palm Avenue Burbank CA 915014 Multifamily
21720013930 7174 Melrose Avenue Los Angeles CA 90046 Commercial
24630013931 1264 Grant Street Denver CO 80203 Multifamily
26720013933 655 C Street Silverton OR 97381 Commercial
26700013934 533 NE Schuyler Street Portland OR 97212 Commercial
21630013935 824-828 South Glendale Ave. Glendale CA 91205 Multifamily
21650013936 7631 Artesia Blvd. Buena Park CA 90621 Multifamily
28650013937 4177 Post Road Warwick RI 2886 Multifamily
21720013938 6020-6042 S. Santa Fe Avenue/
2401-2409 Randolph Street Huntington Park CA 90255 Commercial
26650013941 4900 SW 170th Avenue Aloha OR 97007 Multifamily
22720013942 13821 N 35th Drive Phoenix AZ 85023 Commercial
28650013943 716 Penfield Street Bronx NY 10470 Multifamily
24650013944 1443 Elizabeth Street Denver CO 80206 Multifamily
24650013946 6203 Dover Street Arvada CO 80004 Multifamily
21650013951 3976 Illinois Street San Diego CA 92104 Multifamily
23700013952 4223-4227 Telegraph Avenue Oakland CA 94609 Commercial
21630013953 170-172,174-176,178-180,200-202,
204-206 E 65th Street Los Angeles CA 90003 Multifamily
21650013954 1647 W. 206th Street Los Angeles CA 90501 Multifamily
21650013955 312 Margaret Avenue Los Angeles CA 90022 Multifamily
24630013956 1565 Moline Street Aurora CO 80010 Multifamily
21650013957 2024 N Commonwealth Avenue Los Angeles CA 90027 Multifamily
29720013959 3800 NW 27 Avenue/2727 NW 38 Street Miami FL 33142 Commercial
21650013960 817 Pine Street Santa Monica CA 90405 Multifamily
22630013961 1047 Myrtle Avenue Long Beach CA 90813 Multifamily
26650013962 3611-3635 SW Baird Street Portland OR 97219 Multifamily
24630013963 13082 E 14th Place Aurora CO 80011 Multifamily
22650013964 501-585 S. Palm Avenue Hemet CA 92543 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
21650013899 1971 80 2,225,000 18-Feb-98 77.00 76.49
29650013900 1975 5 183,000 5-Mar-98 57.38 57.04
26630013901 1977 14 520,000 24-Sep-97 63.85 63.44
21630013902 1961 10 340,000 24-Feb-98 66.18 65.72
21630013903 1959 45 1,065,000 3-Mar-98 72.89 72.47
21650013904 1957 5 181,250 9-Mar-98 67.31 65.49
22650013905 1989 8 320,000 11-Mar-98 75.00 74.38
22630013906 1975 123 2,850,000 5-Mar-98 75.00 74.57
26650013909 1960 18 340,000 2-Mar-98 68.82 68.42
23720013911 1950 4,660 290,000 10-Mar-98 61.55 60.94
22720013912 1990 24,165 3,500,000 12-Mar-98 71.43 71.00
21650013914 1962 8 370,000 10-Mar-98 56.76 56.42
21720013915 1938 3,361 425,000 4-Mar-98 70.00 69.67
21720013916 1972 3,600 534,000 9-Mar-98 49.63 49.42
28650013917 1898 9 205,000 23-Feb-98 70.00 69.67
21650013918 1986 8 250,000 11-Mar-98 74.70 74.28
21630013919 1964 36 1,155,000 24-Mar-98 80.00 79.51
21650013920 1950 6 135,000 18-Feb-98 80.00 79.62
24630013922 1904 6 205,000 20-Mar-98 74.09 73.62
26650013924 1963 35 1,400,000 18-Mar-98 73.21 72.79
22720013925 1989 6,068 280,000 20-Mar-98 39.29 38.74
22650013928 1963 5 225,000 18-Mar-98 69.38 69.01
22650013929 1948 6 349,000 17-Mar-98 70.00 69.70
21720013930 1988 4,400 650,000 18-Mar-98 54.46 54.18
24630013931 1947 22 700,000 18-Mar-98 70.00 69.40
26720013933 1971 16,300 425,000 24-Mar-98 70.00 69.49
26700013934 1947 17,108 1,080,000 6-Mar-98 52.31 51.98
21630013935 1923 15 605,000 27-Mar-98 69.29 68.85
21650013936 1947 7 210,000 18-Mar-98 68.33 66.36
28650013937 1900 7 550,000 2-Mar-98 57.95 57.66
21720013938 1987 19,727 1,470,000 12-Mar-98 45.07 44.82
26650013941 1990 14 715,000 18-Mar-98 48.95 48.65
22720013942 1975 4,633 427,000 6-Mar-98 75.00 74.37
28650013943 1930 7 295,000 18-Mar-98 73.73 73.36
24650013944 1966 18 495,000 20-Feb-98 75.00 74.21
24650013946 1971 6 255,000 30-Mar-98 75.00 74.57
21650013951 1980 8 350,000 25-Mar-98 65.14 62.84
23700013952 1920 3,808 260,000 27-Feb-98 61.54 60.97
21630013953 1921 10 150,000 21-Mar-98 60.99 60.63
21650013954 1978 6 240,000 24-Mar-98 74.06 73.70
21650013955 1944 6 250,000 25-Mar-98 75.00 73.96
24630013956 1958 23 545,000 16-Mar-98 75.00 74.50
21650013957 1961 8 480,000 28-Mar-98 64.66 64.31
29720013959 1966 23,237 1,140,000 17-Mar-98 43.86 43.64
21650013960 1958 5 470,000 21-Mar-98 68.62 68.25
22630013961 1987 9 260,000 24-Mar-98 75.00 74.51
26650013962 1973 13 580,000 18-Mar-98 65.52 65.13
24630013963 1962 12 303,000 10-Apr-98 74.26 73.74
22650013964 1986 7 335,000 8-Apr-98 75.00 74.61
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Loan Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
21650013899 $1,713,250 $1,701,981 8.440 13,100.63 110 350 1-May-98 1-Apr-08
29650013900 $105,000 $104,391 8.875 835.43 110 350 1-May-98 1-Apr-08
26630013901 $332,000 $329,896 8.750 2,609.20 351 351 1-Jun-98 1-May-28
21630013902 $225,000 $223,463 9.000 1,808.25 350 350 1-May-98 1-Apr-28
21630013903 $776,250 $771,846 9.210 6,361.86 350 350 1-May-98 1-Apr-28
21650013904 $122,000 $118,698 9.195 998.81 110 350 1-May-98 1-Apr-08
22650013905 $240,000 $238,016 8.655 1,871.83 110 350 1-May-98 1-Apr-08
22630013906 $2,137,500 $2,125,166 8.360 16,223.90 351 351 1-Jun-98 1-May-28
26650013909 $234,000 $232,631 9.570 1,979.57 110 350 1-May-98 1-Apr-08
23720013911 $178,500 $176,714 8.750 1,404.27 111 351 1-Jun-98 1-May-08
22720013912 $2,500,000 $2,484,997 8.570 19,347.00 111 351 1-Jun-98 1-May-08
21650013914 $210,000 $208,737 8.570 1,625.15 111 351 1-Jun-98 1-May-08
21720013915 $297,500 $296,089 9.320 2,462.57 111 351 1-Jun-98 1-May-08
21720013916 $265,000 $263,925 10.070 2,339.29 111 351 1-Jun-98 1-May-08
28650013917 $143,500 $142,818 9.310 1,186.79 111 351 1-Jun-98 1-May-08
21650013918 $186,750 $185,709 8.540 1,441.25 111 351 1-Jun-98 1-May-08
21630013919 $924,000 $918,337 8.060 6,818.66 351 351 1-Jun-98 1-May-28
21650013920 $108,000 $107,488 9.320 893.98 111 351 1-Jun-98 1-May-08
24630013922 $151,875 $150,924 8.750 1,193.68 351 351 1-Jun-98 1-May-28
26650013924 $1,025,000 $1,019,038 8.320 7,750.99 111 351 1-Jun-98 1-May-08
22720013925 $110,000 $108,460 9.915 958.43 111 351 1-Jun-98 1-May-08
22650013928 $156,100 $155,275 9.450 1,306.89 111 351 1-Jun-98 1-May-08
22650013929 $244,300 $243,237 9.150 1,992.12 112 352 1-Jul-98 1-Jun-08
21720013930 $354,000 $352,139 8.820 2,802.64 111 351 1-Jun-98 1-May-08
24630013931 $490,000 $485,802 7.250 3,338.03 351 351 1-Jun-98 1-May-28
26720013933 $297,500 $295,339 9.790 2,659.47 111 291 1-Jun-98 1-May-08
26700013934 $565,000 $561,421 8.625 4,390.69 351 351 1-Jun-98 1-May-28
21630013935 $419,187 $416,530 8.750 3,294.41 351 351 1-Jun-98 1-May-28
21650013936 $143,500 $139,358 8.820 1,136.10 111 351 1-Jun-98 1-May-08
28650013937 $318,750 $317,123 8.963 2,556.26 111 351 1-Jun-98 1-May-08
21720013938 $662,557 $658,893 8.570 5,127.40 111 351 1-Jun-98 1-May-08
26650013941 $350,000 $347,859 8.070 2,585.28 111 351 1-Jun-98 1-May-08
22720013942 $320,250 $317,569 8.900 2,665.64 111 291 1-Jun-98 1-May-08
28650013943 $217,500 $216,405 9.000 1,750.06 111 351 1-Jun-98 1-May-08
24650013944 $371,250 $367,337 8.570 2,873.03 111 351 1-Jun-98 1-May-08
24650013946 $191,250 $190,155 8.400 1,457.02 111 351 1-Jun-98 1-May-08
21650013951 $228,000 $219,931 8.963 1,828.48 111 351 1-Jun-98 1-May-08
23700013952 $160,000 $158,517 9.250 1,311.12 351 351 1-Jun-98 1-May-28
21630013953 $91,488 $90,944 9.250 751.80 351 351 1-Jun-98 1-May-28
21650013954 $177,750 $176,877 9.150 1,449.45 111 351 1-Jun-98 1-May-08
21650013955 $187,500 $184,890 8.650 1,461.70 111 351 1-Jun-98 1-May-08
24630013956 $408,750 $406,048 8.500 3,139.76 351 351 1-Jun-98 1-May-28
21650013957 $310,375 $308,686 8.650 2,419.59 111 351 1-Jun-98 1-May-08
29720013959 $500,000 $497,552 10.150 4,443.39 111 351 1-Jun-98 1-May-08
21650013960 $322,500 $320,756 8.650 2,514.12 111 351 1-Jun-98 1-May-08
22630013961 $195,000 $193,736 8.625 1,515.30 351 351 1-Jun-98 1-May-28
26650013962 $380,000 $377,773 8.275 2,861.50 111 351 1-Jun-98 1-May-08
24630013963 $225,000 $223,446 8.500 1,728.14 351 351 1-Jun-98 1-May-28
22650013964 $251,250 $249,957 8.900 2,003.57 111 351 1-Jun-98 1-May-08
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21650013899 $202,690 1-Mar-98 1.29 FIXED FIXED N/A N/A N/A N/A N/A
29650013900 $17,034 16-Mar-98 1.70 FIXED FIXED N/A N/A N/A N/A N/A
26630013901 $29,112 19-Mar-98 1.05 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013902 $35,766 16-Mar-98 1.89 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630013903 $125,417 24-Mar-98 1.64 ARM 6MOLIBOR 3.500 1.5 13.500 9.210 6
21650013904 $14,414 23-Mar-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
22650013905 $33,647 25-Mar-98 1.50 FIXED FIXED N/A N/A N/A N/A N/A
22630013906 $277,536 20-Mar-98 1.43 ARM 1YRCMT 2.990 1.5 13.250 8.360 6
26650013909 $33,144 27-Mar-98 1.40 FIXED FIXED N/A N/A N/A N/A N/A
23720013911 $33,584 25-Mar-98 1.99 FIXED FIXED N/A N/A N/A N/A N/A
22720013912 $331,231 26-Mar-98 1.43 FIXED FIXED N/A N/A N/A N/A N/A
21650013914 $30,080 20-Mar-98 1.54 FIXED FIXED N/A N/A N/A N/A N/A
21720013915 $38,388 21-Mar-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
21720013916 $36,611 27-Mar-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
28650013917 $24,652 23-Mar-98 1.73 FIXED FIXED N/A N/A N/A N/A N/A
21650013918 $23,661 24-Mar-98 1.37 FIXED FIXED N/A N/A N/A N/A N/A
21630013919 $113,882 1-Apr-98 1.39 ARM 1YRCMT 2.700 1.5 11.900 8.060 6
21650013920 $13,754 17-Mar-98 1.28 FIXED FIXED N/A N/A N/A N/A N/A
24630013922 $22,874 27-Mar-98 1.79 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
26650013924 $112,677 8-Apr-98 1.21 FIXED FIXED N/A N/A N/A N/A N/A
22720013925 $28,934 26-Mar-98 2.52 FIXED FIXED N/A N/A N/A N/A N/A
22650013928 $18,370 2-Apr-98 1.17 FIXED FIXED N/A N/A N/A N/A N/A
22650013929 $22,920 1-Apr-98 0.96 FIXED FIXED N/A N/A N/A N/A N/A
21720013930 $57,527 31-Mar-98 1.71 FIXED FIXED N/A N/A N/A N/A N/A
24630013931 $78,132 30-Mar-98 1.95 ARM 1YRCMT 2.990 2.0 13.250 7.250 6
26720013933 $41,814 1-Apr-98 1.31 FIXED FIXED N/A N/A N/A N/A N/A
26700013934 $95,062 26-Mar-98 2.01 ARM 6MOLIBOR 3.700 1.5 13.500 7.500 6
21630013935 $55,457 6-Apr-98 1.58 ARM 6MOLIBOR 3.750 1.5 12.500 7.500 6
21650013936 $17,298 1-Apr-98 1.27 FIXED FIXED N/A N/A N/A N/A N/A
28650013937 $36,673 26-Mar-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
21720013938 $136,688 30-Mar-98 2.22 FIXED FIXED N/A N/A N/A N/A N/A
26650013941 $52,129 2-Apr-98 1.68 FIXED FIXED N/A N/A N/A N/A N/A
22720013942 $44,574 8-Apr-98 1.39 FIXED FIXED N/A N/A N/A N/A N/A
28650013943 $32,325 4-Apr-98 1.54 FIXED FIXED N/A N/A N/A N/A N/A
24650013944 $44,822 6-Apr-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
24650013946 $21,577 7-Apr-98 1.23 FIXED FIXED N/A N/A N/A N/A N/A
21650013951 $26,036 9-Apr-98 1.19 FIXED FIXED N/A N/A N/A N/A N/A
23700013952 $30,757 3-Apr-98 2.24 ARM 6MOLIBOR 4.250 2.0 13.750 7.750 6
21630013953 $13,494 1-Apr-98 1.72 ARM 6MOLIBOR 4.250 1.5 13.750 7.750 6
21650013954 $26,863 8-Apr-98 1.54 FIXED FIXED N/A N/A N/A N/A N/A
21650013955 $22,380 3-Apr-98 1.28 FIXED FIXED N/A N/A N/A N/A N/A
24630013956 $48,725 6-Apr-98 1.46 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21650013957 $39,358 6-Apr-98 1.36 FIXED FIXED N/A N/A N/A N/A N/A
29720013959 $82,110 9-Apr-98 1.54 FIXED FIXED N/A N/A N/A N/A N/A
21650013960 $25,821 1-Apr-98 0.86 FIXED FIXED N/A N/A N/A N/A N/A
22630013961 $34,589 7-Apr-98 2.11 ARM 6MOLIBOR 3.625 1.5 13.250 7.500 6
26650013962 $45,862 8-Apr-98 1.34 FIXED FIXED N/A N/A N/A N/A N/A
24630013963 $35,427 14-Apr-98 1.92 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
22650013964 $29,429 15-Apr-98 1.22 FIXED FIXED N/A N/A N/A N/A N/A
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
21650013899 N/A Purchase
29650013900 N/A Cashout Refinance
26630013901 1-May-99 Cashout Refinance
21630013902 1-Apr-99 Refinance
21630013903 1-Apr-99 Purchase
21650013904 N/A Purchase
22650013905 N/A Purchase
22630013906 1-May-99 Purchase
26650013909 N/A Purchase
23720013911 N/A Purchase
22720013912 N/A Purchase
21650013914 N/A Cashout Refinance
21720013915 N/A Refinance
21720013916 N/A Cashout Refinance
28650013917 N/A Cashout Refinance
21650013918 N/A Purchase
21630013919 1-May-99 Purchase
21650013920 N/A Cashout Refinance
24630013922 1-May-99 Purchase
26650013924 N/A Cashout Refinance
22720013925 N/A Purchase
22650013928 N/A Purchase
22650013929 N/A Purchase
21720013930 N/A Cashout Refinance
24630013931 1-May-99 Cashout Refinance
26720013933 N/A Purchase
26700013934 1-May-99 Refinance
21630013935 1-May-99 Purchase
21650013936 N/A Purchase
28650013937 N/A Purchase
21720013938 N/A Cashout Refinance
26650013941 N/A Cashout Refinance
22720013942 N/A Refinance
28650013943 N/A Purchase
24650013944 N/A Purchase
24650013946 N/A Purchase
21650013951 N/A Purchase
23700013952 1-May-99 Refinance
21630013953 1-May-99 Purchase
21650013954 N/A Purchase
21650013955 N/A Purchase
24630013956 1-May-99 Purchase
21650013957 N/A Purchase
29720013959 N/A Cashout Refinance
21650013960 N/A Purchase
22630013961 1-May-99 Purchase
26650013962 N/A Cashout Refinance
24630013963 1-May-99 Purchase
22650013964 N/A Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
24720013965 2225 West Broadway Mesa AZ 85202 Commercial
22720013967 12321 Carson Street Los Angeles CA 90716 Commercial
28650013968 1 & 3 Florida Court Maynard MA 1754 Multifamily
21720013969 801-853 W. Palmdale Blvd. Palmdale CA 93551 Commercial
22650013971 3232,3238,3302,& 3308 N. 6th Street Scottsdale AZ 85251 Multifamily
22650013972 7902 Milton Avenue Whittier CA 90602 Multifamily
22720013974 27072 Burbank Foothill Ranch CA 92610 Commercial
23650013975 4345 Rilea Way Oakland CA 94605 Multifamily
25630013976 1416 E. Marion Street Seattle WA 98122 Multifamily
27720013977 900-902 W. 59th Street/
5848-5850 S. Peoria Avenue Chicago IL 60621 Commercial
29650013978 11 Tumlin Street Cartersville GA 30120 Multifamily
24650013980 625 Manco Road Lewisville TX 75067 Multifamily
29720013982 393 NE 5th Avenue Delray Beach FL 33483 Commercial
21720013983 343 E. Plamdale Blvd. Palmdale CA 93550 Commercial
23650013984 306 Cliff Street Santa Cruz CA 95060 Multifamily
28630013985 62 King Cole Road Hamburg NJ 7419 Multifamily
21720013986 614 Ford Blvd/4532 & 4540 Floral Dr
& 4521 Fisher St. Los Angeles CA 90022 Commercial
23720013987 551-559 Haight Street San Francisco CA 94117 Commercial
25650013988 5311 Chicago Avenue SW Lakewood WA 98499 Multifamily
21650013989 201 E. Leatrice Lane Anaheim CA 92802 Multifamily
24630013990 1500 W. Lovers Lane Arlington TX 76013 Multifamily
24630013991 5020 S. 67th East Avenue Tulsa OK 74145 Multifamily
24650013992 4520 Hemlock Drive Baytown TX 77521 Multifamily
22650013994 1802 N. 40th Street Phoenix AZ 85008 Multifamily
25720013995 119-141 Winslow Way E. Bainbridge Island WA 98110 Commercial
28720013996 56-70 Washington Street Providence RI 2910 Commercial
28650013997 106 Fulton Street New Haven CT 6513 Multifamily
27650013999 5551-5553 W. Congress Parkway Chicago IL 60644 Multifamily
23720014000 3919-3925 4th Avenue San Diego CA 92103 Commercial
23630014003 1725-1729 Seminary Avenue Oakland CA 94603 Multifamily
21630014004 1015 K Street Bakersfield CA 93304 Multifamily
21650014006 1671 Patricia Avenue Simi Valley CA 93065 Multifamily
21650014007 1115 Alameda Avenue Glendale CA 91201 Multifamily
21700014008 8823 Ocean View Avenue Whittier CA 90605 Multifamily
24630014009 11916 E. 14th Avenue Aurora CO 80010 Multifamily
21650014011 1926 Chesnut Avenue Long Beach CA 90806 Multifamily
21720014013 674 W. Arrow Highway San Dimas CA 91773 Commercial
24650014014 1801-1803 W Cinnabar Avenue
& 9832-9850 N. 18th Avenue Phoenix AZ 85021 Multifamily
21630014015 6629-6635 Ajax Avenue Bell Gardens CA 90201 Multifamily
22650014019 851 169th Street Los Angeles CA 90247 Multifamily
22720014020 4501-4507 Artersia Blvd. Lawndale CA 90260 Commercial
22650014021 908 E Turney Phoenix AZ 85018 Multifamily
22630014022 6340 Lankershim Blvd. Los Angeles CA 91606 Multifamily
24650014024 405-415 Cora Street Arlington TX 76011 Multifamily
22650014028 921 Locust Ave. Long Beach CA 90813 Multifamily
26650014029 3721 SE 13th Avenue Portland OR 97202 Multifamily
22650014031 12360 - 12364 Magnolia Boulevard Valley Village Area CA 91607 Multifamily
24650014034 2140 W. Camelback Road Phoenix AZ 85015 Commercial
21650014035 4269 Garthwaite Los Angeles CA 90008 Multifamily
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
24720013965 1974 1,672 100,000 19-Feb-98 60.00 59.75
22720013967 1980 14,316 865,000 20-Mar-98 75.00 74.57
28650013968 1880 30 1,265,000 30-Mar-98 74.11 73.73
21720013969 1984 43,726 2,670,000 20-Mar-98 63.67 62.06
22650013971 1959 16 430,000 3-Apr-98 75.00 74.62
22650013972 1957 7 275,000 24-Mar-98 75.09 74.70
22720013974 1998 4,221 385,000 22-Mar-98 64.90 64.56
23650013975 1968 5 465,000 24-Mar-98 79.83 79.26
25630013976 1909 7 405,000 30-Mar-98 75.31 74.77
27720013977 1907 13,300 225,000 26-Feb-98 50.00 49.79
29650013978 1918 6 250,000 31-Mar-98 70.00 69.62
24650013980 1984 12 555,000 28-Feb-98 48.65 47.96
29720013982 1926 1,516 230,000 29-Mar-98 54.35 54.11
21720013983 1988 8,273 370,000 31-Mar-98 69.46 69.14
23650013984 1947 16 695,000 6-Apr-98 70.00 69.66
28630013985 1965 14 500,000 16-Mar-98 72.38 72.05
21720013986 1940 18,117 640,000 26-Mar-98 46.88 46.69
23720013987 1900 10,520 1,325,000 18-Mar-98 64.15 63.85
25650013988 1967 15 315,000 25-Mar-98 63.81 63.48
21650013989 1964 7 365,000 14-Apr-98 70.02 69.47
24630013990 1965 70 900,000 7-Nov-97 75.00 74.50
24630013991 1973 32 680,000 10-Apr-98 74.45 74.00
24650013992 1967 47 600,000 13-Apr-98 69.07 68.06
22650013994 1960 5 110,000 3-Apr-98 75.00 74.66
25720013995 1941 12,654 800,000 18-Mar-98 29.38 28.66
28720013996 1890 13,600 380,000 28-Feb-98 60.00 59.76
28650013997 1990 11 182,000 1-Apr-98 74.18 73.60
27650013999 1924 6 225,000 22-Mar-98 66.67 66.36
23720014000 1920 13,314 975,000 19-Mar-98 75.00 74.38
23630014003 1927 32 830,000 31-Mar-98 74.70 74.27
21630014004 1970 10 259,000 30-Mar-98 59.85 59.55
21650014006 1991 8 575,000 13-Apr-98 75.00 74.56
21650014007 1986 8 580,000 9-Apr-98 75.00 74.63
21700014008 1960 19 725,000 7-Apr-98 42.93 42.70
24630014009 1960 8 195,000 23-Apr-98 73.08 72.59
21650014011 1964 10 285,000 3-Apr-98 75.00 74.65
21720014013 1993 5,432 1,690,000 1-Apr-98 53.25 53.04
24650014014 1960 12 250,000 9-Apr-98 64.00 63.70
21630014015 1954 6 265,000 20-Apr-98 65.00 64.65
22650014019 1959 6 230,000 16-Apr-98 75.00 74.67
22720014020 1984 8,870 900,000 2-Apr-98 75.00 74.66
22650014021 1957 5 60,000 3-Apr-98 71.25 70.97
22630014022 1964 133 3,098,000 20-Apr-98 72.63 72.30
24650014024 1980 77 1,200,000 14-Apr-98 80.00 79.59
22650014028 1913 12 235,000 8-Apr-98 70.00 69.68
26650014029 1976 10 530,000 17-Apr-98 74.53 74.15
22650014031 1965 12 600,000 13-Apr-98 52.83 52.58
24650014034 1963 6,024 425,000 24-Mar-98 65.00 64.73
21650014035 1931 6 252,500 10-Apr-98 69.90 69.58
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Loan Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
24720013965 $60,000 $59,755 10.000 526.55 111 351 1-Jun-98 1-May-08
22720013967 $648,750 $645,037 8.400 4,942.43 111 351 1-Jun-98 1-May-08
28650013968 $937,500 $932,721 8.963 7,518.40 111 351 1-Jun-98 1-May-08
21720013969 $1,700,000 $1,657,068 8.650 16,890.39 111 171 1-Jun-98 1-May-08
22650013971 $322,500 $320,854 8.963 2,586.33 111 351 1-Jun-98 1-May-08
22650013972 $206,500 $205,434 8.900 1,646.71 111 351 1-Jun-98 1-May-08
22720013974 $249,849 $248,559 8.900 1,992.40 111 351 1-Jun-98 1-May-08
23650013975 $371,200 $368,573 8.400 2,827.95 111 351 1-Jun-98 1-May-08
25630013976 $305,000 $302,807 7.250 2,080.64 351 351 1-Jun-98 1-May-28
27720013977 $112,500 $112,035 9.400 937.77 112 352 1-Jul-98 1-Jun-08
29650013978 $175,000 $174,050 8.650 1,364.25 111 351 1-Jun-98 1-May-08
24650013980 $270,000 $266,205 8.900 2,411.93 111 231 1-Jun-98 1-May-08
29720013982 $125,000 $124,447 9.650 1,064.78 111 351 1-Jun-98 1-May-08
21720013983 $257,000 $255,802 9.400 2,142.27 111 351 1-Jun-98 1-May-08
23650013984 $486,500 $484,155 8.650 3,792.61 112 352 1-Jul-98 1-Jun-08
28630013985 $361,875 $360,271 9.650 3,082.53 111 351 1-Jun-98 1-May-08
21720013986 $300,000 $298,829 10.275 2,693.89 111 351 1-Jun-98 1-May-08
23720013987 $850,000 $846,027 9.400 7,085.33 111 351 1-Jun-98 1-May-08
25650013988 $201,000 $199,961 8.900 1,602.85 111 351 1-Jun-98 1-May-08
21650013989 $255,555 $253,573 8.650 1,992.23 111 351 1-Jun-98 1-May-08
24630013990 $675,000 $670,507 8.500 5,184.69 351 351 1-Jun-98 1-May-28
24630013991 $506,250 $503,171 8.625 3,932.66 352 352 1-Jul-98 1-Jun-28
24650013992 $414,400 $408,340 8.900 3,701.86 111 231 1-Jun-98 1-May-08
22650013994 $82,500 $82,127 8.963 661.62 112 352 1-Jul-98 1-Jun-08
25720013995 $235,000 $229,262 8.900 1,873.98 111 351 1-Jun-98 1-May-08
28720013996 $228,000 $227,087 10.150 2,026.19 111 351 1-Jun-98 1-May-08
28650013997 $135,000 $133,953 8.900 1,076.55 111 351 1-Jun-98 1-May-08
27650013999 $150,000 $149,313 8.900 1,196.16 112 352 1-Jul-98 1-Jun-08
23720014000 $731,250 $725,225 9.025 6,149.15 111 291 1-Jun-98 1-May-08
23630014003 $620,000 $616,467 8.875 4,927.57 352 352 1-Jul-98 1-Jun-28
21630014004 $155,000 $154,238 9.970 1,355.13 352 352 1-Jul-98 1-Jun-28
21650014006 $431,250 $428,727 8.350 3,270.21 111 351 1-Jun-98 1-May-08
21650014007 $435,000 $432,828 8.475 3,337.07 112 352 1-Jul-98 1-Jun-08
21700014008 $311,250 $309,545 8.875 2,474.26 352 352 1-Jul-98 1-Jun-28
24630014009 $142,500 $141,551 8.500 1,094.55 351 351 1-Jun-98 1-May-28
21650014011 $213,750 $212,746 8.775 1,685.40 112 352 1-Jul-98 1-Jun-08
21720014013 $900,000 $896,434 9.600 7,633.44 112 352 1-Jul-98 1-Jun-08
24650014014 $160,000 $159,244 8.750 1,258.73 112 352 1-Jul-98 1-Jun-08
21630014015 $172,250 $171,316 9.125 1,400.00 352 352 1-Jul-98 1-Jun-28
22650014019 $172,500 $171,748 9.140 1,405.39 112 352 1-Jul-98 1-Jun-08
22720014020 $675,000 $671,981 9.015 5,438.49 112 352 1-Jul-98 1-Jun-08
22650014021 $42,750 $42,582 9.650 364.16 112 352 1-Jul-98 1-Jun-08
22630014022 $2,250,000 $2,239,968 9.030 18,152.58 352 352 1-Jul-98 1-Jun-28
24650014024 $960,000 $955,133 8.400 7,313.65 112 352 1-Jul-98 1-Jun-08
22650014028 $164,500 $163,745 8.890 1,310.61 112 352 1-Jul-98 1-Jun-08
26650014029 $395,000 $392,997 8.400 3,009.26 112 352 1-Jul-98 1-Jun-08
22650014031 $317,000 $315,469 8.640 2,468.98 112 352 1-Jul-98 1-Jun-08
24650014034 $276,250 $275,109 9.400 2,302.74 112 352 1-Jul-98 1-Jun-08
21650014035 $176,500 $175,692 8.900 1,407.48 112 352 1-Jul-98 1-Jun-08
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
24720013965 $9,605 17-Apr-98 1.52 FIXED FIXED N/A N/A N/A N/A N/A
22720013967 $94,888 28-Apr-98 1.60 FIXED FIXED N/A N/A N/A N/A N/A
28650013968 $153,669 17-Apr-98 1.70 FIXED FIXED N/A N/A N/A N/A N/A
21720013969 $316,690 15-Apr-98 1.56 FIXED FIXED N/A N/A N/A N/A N/A
22650013971 $35,454 15-Apr-98 1.14 FIXED FIXED N/A N/A N/A N/A N/A
22650013972 $23,478 6-Apr-98 1.19 FIXED FIXED N/A N/A N/A N/A N/A
22720013974 $30,971 20-Apr-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
23650013975 $40,958 14-Apr-98 1.21 FIXED FIXED N/A N/A N/A N/A N/A
25630013976 $33,191 15-Apr-98 1.33 ARM 1YRCMT 2.990 1.5 12.250 7.250 6
27720013977 $25,657 20-Apr-98 2.28 FIXED FIXED N/A N/A N/A N/A N/A
29650013978 $25,379 17-Apr-98 1.55 FIXED FIXED N/A N/A N/A N/A N/A
24650013980 $55,278 22-Apr-98 1.91 FIXED FIXED N/A N/A N/A N/A N/A
29720013982 $17,003 14-Apr-98 1.33 FIXED FIXED N/A N/A N/A N/A N/A
21720013983 $33,571 11-Apr-98 1.31 FIXED FIXED N/A N/A N/A N/A N/A
23650013984 $58,945 22-Apr-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
28630013985 $49,815 22-Apr-98 1.35 FIXED FIXED N/A N/A N/A N/A N/A
21720013986 $54,141 16-Apr-98 1.67 FIXED FIXED N/A N/A N/A N/A N/A
23720013987 $111,933 24-Apr-98 1.32 FIXED FIXED N/A N/A N/A N/A N/A
25650013988 $28,467 20-Apr-98 1.48 FIXED FIXED N/A N/A N/A N/A N/A
21650013989 $37,536 27-Apr-98 1.57 FIXED FIXED N/A N/A N/A N/A N/A
24630013990 $94,164 21-Apr-98 1.70 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
24630013991 $67,658 22-Apr-98 1.63 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
24650013992 $70,262 27-Apr-98 1.58 FIXED FIXED N/A N/A N/A N/A N/A
22650013994 $7,925 1-Apr-98 1.00 FIXED FIXED N/A N/A N/A N/A N/A
25720013995 $52,922 21-Apr-98 2.35 FIXED FIXED N/A N/A N/A N/A N/A
28720013996 $62,420 2-Apr-98 2.57 FIXED FIXED N/A N/A N/A N/A N/A
28650013997 $29,968 24-Apr-98 2.32 FIXED FIXED N/A N/A N/A N/A N/A
27650013999 $25,399 14-Apr-98 1.77 FIXED FIXED N/A N/A N/A N/A N/A
23720014000 $91,151 27-Apr-98 1.24 FIXED FIXED N/A N/A N/A N/A N/A
23630014003 $79,057 22-Apr-98 1.52 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
21630014004 $28,677 21-Apr-98 1.76 ARM 6MOLIBOR 4.250 1.5 13.820 9.970 6
21650014006 $50,005 25-Apr-98 1.27 FIXED FIXED N/A N/A N/A N/A N/A
21650014007 $43,155 1-Apr-98 1.08 FIXED FIXED N/A N/A N/A N/A N/A
21700014008 $68,886 24-Apr-98 2.57 ARM 6MOLIBOR 3.750 1.5 13.750 7.750 6
24630014009 $18,031 24-Apr-98 1.55 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21650014011 $28,017 10-Apr-98 1.39 FIXED FIXED N/A N/A N/A N/A N/A
21720014013 $147,359 1-May-98 1.61 FIXED FIXED N/A N/A N/A N/A N/A
24650014014 $24,578 30-Apr-98 1.63 FIXED FIXED N/A N/A N/A N/A N/A
21630014015 $28,373 29-Apr-98 1.92 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
22650014019 $25,347 23-Apr-98 1.50 FIXED FIXED N/A N/A N/A N/A N/A
22720014020 $78,208 21-Apr-98 1.20 FIXED FIXED N/A N/A N/A N/A N/A
22650014021 $8,180 23-Apr-98 1.87 FIXED FIXED N/A N/A N/A N/A N/A
22630014022 $364,498 24-Apr-98 1.67 ARM 6MOLIBOR 3.250 1.5 13.250 9.030 6
24650014024 $114,399 4-May-98 1.30 FIXED FIXED N/A N/A N/A N/A N/A
22650014028 $24,839 16-Apr-98 1.58 FIXED FIXED N/A N/A N/A N/A N/A
26650014029 $43,752 1-May-98 1.21 FIXED FIXED N/A N/A N/A N/A N/A
22650014031 $42,856 1-May-98 1.45 FIXED FIXED N/A N/A N/A N/A N/A
24650014034 $38,735 6-May-98 1.40 FIXED FIXED N/A N/A N/A N/A N/A
21650014035 $24,122 30-Apr-98 1.43 FIXED FIXED N/A N/A N/A N/A N/A
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
24720013965 N/A Purchase
22720013967 N/A Purchase
28650013968 N/A Purchase
21720013969 N/A Refinance
22650013971 N/A Purchase
22650013972 N/A Refinance
22720013974 N/A Purchase
23650013975 N/A Purchase
25630013976 1-May-99 Purchase
27720013977 N/A Cashout Refinance
29650013978 N/A Refinance
24650013980 N/A Cashout Refinance
29720013982 N/A Cashout Refinance
21720013983 N/A Purchase
23650013984 N/A Purchase
28630013985 N/A Purchase
21720013986 N/A Cashout Refinance
23720013987 N/A Cashout Refinance
25650013988 N/A Cashout Refinance
21650013989 N/A Purchase
24630013990 1-May-99 Purchase
24630013991 1-Jun-99 Purchase
24650013992 N/A Purchase
22650013994 N/A Purchase
25720013995 N/A Cashout Refinance
28720013996 N/A Cashout Refinance
28650013997 N/A Purchase
27650013999 N/A Cashout Refinance
23720014000 N/A Purchase
23630014003 1-Jun-99 Refinance
21630014004 1-Jun-99 Refinance
21650014006 N/A Purchase
21650014007 N/A Purchase
21700014008 1-Jun-99 Purchase
24630014009 1-May-99 Purchase
21650014011 N/A Purchase
21720014013 N/A Cashout Refinance
24650014014 N/A Cashout Refinance
21630014015 1-Jun-99 Purchase
22650014019 N/A Purchase
22720014020 N/A Purchase
22650014021 N/A Purchase
22630014022 1-Jun-99 Purchase
24650014024 N/A Purchase
22650014028 N/A Purchase
26650014029 N/A Purchase
22650014031 N/A Cashout Refinance
24650014034 N/A Cashout Refinance
21650014035 N/A Purchase
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Id Property Address City State Zipcode Property Type
- --------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
25720014036 240 Winslow Way E. Bainbridge Island WA 98110 Commercial
21720014037 2500 - 2515 Santa Monica Boulevard Santa Monica CA 90404 Commercial
26720014038 1922 & 2022 NW Division Street Gresham OR 97030 Commercial
21650014039 2014 Chestnut Avenue Long Beach CA 90806 Multifamily
21650014040 1970 Henderson Avenue Long Beach CA 90806 Multifamily
21720014042 15501 - 15505 South Vermont Avenue Gardena CA 90247 Commercial
29720014043 958-998 SW 81 Avenue/
8010-8020 Kimberley Blvd. North Lauderdale FL 33068 Commercial
29720014044 157 Summer Street Kennebunk ME 4043 Commercial
23720014045 1525 Park Street Alameda CA 94501 Commercial
21630014047 25816 President Avenue Harbor City CA 90710 Multifamily
28720014049 749 Marin Avenue Lyndhurst NJ 7071 Commercial
24630014052 6427 W. 11th Avenue/1143 Lamar Street Lakewood CO 80214 Multifamily
23650014053 3161 Cadillac Drive San Jose CA 95117 Multifamily
23720014054 709 - 711 Fillmore Street San Francisco CA 94117 Commercial
21650014057 4533 West 17th Street Los Angeles CA 90019 Multifamily
26650014059 9222 North Lombard Street Portland OR 97203 Multifamily
22650014061 4528 Carlisle Boulevard NE Alburquerque NM 87109 Multifamily
23700014062 218 I Street Antioch CA 94509 Commercial
23650014065 1060 - 1064 Fell Street San Francisco CA 94117 Multifamily
24630014067 2948 North 38th Street Phoenix AZ 85018 Multifamily
21650014068 554 West 8th Street Los Angeles CA 90731 Multifamily
21650014075 336 South Serrano Avenue Los Angeles CA 90020 Multifamily
24630014078 1275 Washington Drive Denver CO 80203 Multifamily
23700013018 1001 10TH STREET MODESTO CA 95354 Commercial
26630013025 9305 SE HAROLD STREET Portland OR 97266 Multifamily
29630013198 3109 & 3130 NW 21ST COURT Miami FL 33142 Multifamily
26600013221 4155 LANCASTER DR NE SALEM OR 97305 Multifamily
21630013367 2200 TOBERMAN ST LOS ANGELES CA 90007 Multifamily
21630013717 100 North Normandie Avenue Los Angeles CA 90004 Multifamily
29650013895 40 West 27th Street Hialeah FL 33010 Multifamily
21720014073 1391 Grand Avenue Grover Beach CA 93433 Commercial
<CAPTION>
Loan Id Year Built Units or NRSF Appraisal Value Date of Appraisal Original LTV Current LTV
- -----------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
25720014036 1948 6,400 625,000 26-Mar-98 67.20 66.17
21720014037 1988 13,492 1,850,000 3-Apr-98 75.00 74.64
26720014038 1955 13,662 1,100,000 7-Apr-98 36.36 36.21
21650014039 1928 12 325,000 16-Apr-98 64.80 64.49
21650014040 1953 7 200,000 16-Apr-98 65.00 64.69
21720014042 1954 4,891 350,000 19-Nov-97 87.14 86.78
29720014043 1980 30,165 1,300,000 13-Apr-98 65.38 64.89
29720014044 1872 1,630 400,000 20-Apr-98 56.25 49.68
23720014045 1925 4,738 300,000 17-Apr-98 73.67 73.33
21630014047 1987 7 200,000 1-May-98 71.25 70.82
28720014049 1938 16,166 550,000 18-Mar-98 54.55 54.22
24630014052 1971 30 1,136,000 1-May-98 75.00 74.62
23650014053 1958 8 625,000 28-Apr-98 72.00 71.63
23720014054 1900 800 670,000 20-Apr-98 64.93 64.58
21650014057 1986 7 230,000 22-Apr-98 75.00 74.64
26650014059 1968 25 930,000 21-Apr-98 43.01 42.80
22650014061 1972 140 4,000,000 27-Apr-98 50.00 49.73
23700014062 1960 9,997 270,000 23-Apr-98 70.00 69.60
23650014065 1909 5 560,000 20-Apr-98 70.54 70.16
24630014067 1968 12 280,000 24-Apr-98 55.36 54.84
21650014068 1987 6 330,000 26-Apr-98 70.00 69.66
21650014075 1963 8 310,000 8-May-98 70.00 69.66
24630014078 1930 17 600,000 24-Apr-98 75.00 74.54
23700013018 1915 7,644 350,000 24-Dec-96 57.14 55.25
26630013025 1969 14 560,000 27-Dec-96 68.50 67.56
29630013198 1972 18 450,000 30-Apr-97 70.00 69.15
26600013221 1973 90 2,150,000 1-Apr-97 58.14 57.48
21630013367 1909 12 180,000 15-Jul-97 70.00 69.28
21630013717 1948 20 228,000 22-Dec-97 70.72 69.59
29650013895 1985 6 225,000 17-Mar-98 77.00 76.59
21720014073 1968 750 190,000 10-Apr-98 52.63 52.42
<CAPTION>
Remaining First
Original Cut Off Cut Off Monthly Remaining Amortization Payment
Loan Id Balance Date Balance Date Rate Payment Term Term Date Maturity Date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
25720014036 $420,000 $413,562 8.890 3,346.23 112 352 1-Jul-98 1-Jun-08
21720014037 $1,387,500 $1,380,813 8.650 10,816.53 112 352 1-Jul-98 1-Jun-08
26720014038 $400,000 $398,256 9.140 3,258.87 112 352 1-Jul-98 1-Jun-08
21650014039 $210,600 $209,583 8.640 1,640.28 112 352 1-Jul-98 1-Jun-08
21650014040 $130,000 $129,372 8.640 1,012.52 112 352 1-Jul-98 1-Jun-08
21720014042 $305,000 $303,740 9.400 2,542.39 112 352 1-Jul-98 1-Jun-08
29720014043 $850,000 $843,530 8.775 7,002.67 112 352 1-Jul-98 1-Jun-08
29720014044 $225,000 $198,727 9.850 1,796.30 112 292 1-Jul-98 1-Jun-08
23720014045 $221,000 $219,994 9.640 1,880.91 112 352 1-Jul-98 1-Jun-08
21630014047 $142,500 $141,641 8.625 1,107.03 352 352 1-Jul-98 1-Jun-28
28720014049 $300,000 $298,184 10.150 2,757.89 112 292 1-Jul-98 1-Jun-08
24630014052 $852,000 $847,647 9.125 6,927.01 352 352 1-Jul-98 1-Jun-28
23650014053 $450,000 $447,719 8.400 3,428.27 112 352 1-Jul-98 1-Jun-08
23720014054 $435,000 $432,701 8.195 3,251.21 112 352 1-Jul-98 1-Jun-08
21650014057 $172,500 $171,667 8.640 1,343.53 112 352 1-Jul-98 1-Jun-08
26650014059 $400,000 $398,068 8.640 3,115.43 112 352 1-Jul-98 1-Jun-08
22650014061 $2,000,000 $1,989,315 8.140 14,870.96 112 352 1-Jul-98 1-Jun-08
23700014062 $189,000 $187,920 8.125 1,402.82 352 352 1-Jul-98 1-Jun-28
23650014065 $395,000 $392,913 8.195 2,952.25 112 352 1-Jul-98 1-Jun-08
24630014067 $155,000 $153,565 8.625 1,204.19 352 352 1-Jul-98 1-Jun-28
21650014068 $231,000 $229,884 8.640 1,799.17 112 352 1-Jul-98 1-Jun-08
21650014075 $217,000 $215,952 8.640 1,690.13 112 352 1-Jul-98 1-Jun-08
24630014078 $450,000 $447,216 7.875 3,260.99 352 352 1-Jul-98 1-Jun-28
23700013018 $200,000 $193,363 10.250 1,958.28 218 218 1-May-97 1-Apr-17
26630013025 $383,600 $378,308 9.125 3,117.65 338 338 1-May-97 1-Apr-27
29630013198 $315,000 $311,153 9.125 2,521.39 340 340 1-Jul-97 1-Jun-27
26600013221 $1,250,000 $1,235,730 9.625 10,613.39 100 340 1-Jul-97 1-Jun-07
21630013367 $126,000 $124,711 9.750 1,080.61 343 343 1-Oct-97 1-Sep-27
21630013717 $161,250 $158,668 9.000 1,291.25 349 349 1-Apr-98 1-Mar-28
29650013895 $173,250 $172,334 8.780 1,366.68 111 351 1-Jun-98 1-May-08
21720014073 $100,000 $99,597 9.515 841.95 112 352 1-Jul-98 1-Jun-08
<CAPTION>
Under-
written Date of Original Periodic Maximum Minimum Reset
Loan Id NOI NOI DSCR Rate Type Loan Index Margin Cap Rate Rate Frequency
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
25720014036 $53,261 5-May-98 1.33 FIXED FIXED N/A N/A N/A N/A N/A
21720014037 $179,288 10-Apr-98 1.38 FIXED FIXED N/A N/A N/A N/A N/A
26720014038 $104,422 20-May-98 2.67 FIXED FIXED N/A N/A N/A N/A N/A
21650014039 $27,117 5-May-98 1.38 FIXED FIXED N/A N/A N/A N/A N/A
21650014040 $17,173 29-Apr-98 1.41 FIXED FIXED N/A N/A N/A N/A N/A
21720014042 $25,616 1-May-98 0.84 FIXED FIXED N/A N/A N/A N/A N/A
29720014043 $133,966 29-Apr-98 1.59 FIXED FIXED N/A N/A N/A N/A N/A
29720014044 $29,040 24-Apr-98 1.35 FIXED FIXED N/A N/A N/A N/A N/A
23720014045 $38,485 28-Apr-98 1.71 FIXED FIXED N/A N/A N/A N/A N/A
21630014047 $20,540 7-May-98 1.76 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
28720014049 $61,494 21-Apr-98 1.86 FIXED FIXED N/A N/A N/A N/A N/A
24630014052 $103,565 14-May-98 1.36 ARM 6MOLIBOR 4.000 1.5 14.125 8.125 6
23650014053 $49,819 14-May-98 1.21 FIXED FIXED N/A N/A N/A N/A N/A
23720014054 $51,835 15-May-98 1.33 FIXED FIXED N/A N/A N/A N/A N/A
21650014057 $22,267 7-May-98 1.38 FIXED FIXED N/A N/A N/A N/A N/A
26650014059 $59,860 12-May-98 1.60 FIXED FIXED N/A N/A N/A N/A N/A
22650014061 $224,782 11-May-98 1.26 FIXED FIXED N/A N/A N/A N/A N/A
23700014062 $35,249 19-May-98 2.18 ARM 6MOLIBOR 2.950 2.0 13.700 7.700 6
23650014065 $40,576 11-May-98 1.15 FIXED FIXED N/A N/A N/A N/A N/A
24630014067 $27,439 14-May-98 2.16 ARM 6MOLIBOR 3.500 1.5 13.250 7.250 6
21650014068 $29,830 8-May-98 1.38 FIXED FIXED N/A N/A N/A N/A N/A
21650014075 $27,362 1-May-98 1.12 FIXED FIXED N/A N/A N/A N/A N/A
24630014078 $46,215 20-May-98 1.25 ARM 6MOLIBOR 2.750 1.5 12.250 7.250 6
23700013018 $31,157 19-Feb-97 1.56 ARM 6MOLIBOR 4.950 2.0 13.950 7.950 6
26630013025 $57,713 4-Mar-97 1.79 ARM 6MOLIBOR 3.750 1.5 13.500 7.500 6
29630013198 $53,494 20-May-97 1.98 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
26600013221 $178,886 7-May-97 1.63 ARM 6MOLIBOR 4.500 2.0 13.950 7.950 6
21630013367 $22,400 7-Jul-97 2.07 ARM 6MOLIBOR 4.000 1.5 13.750 7.750 6
21630013717 $28,904 1-Jan-98 2.14 ARM 6MOLIBOR 4.250 1.5 13.250 7.500 6
29650013895 $19,364 21-Apr-98 1.18 FIXED FIXED N/A N/A N/A N/A N/A
21720014073 $13,348 21-May-98 1.32 FIXED FIXED N/A N/A N/A N/A N/A
<CAPTION>
Next Rate
Loan Id Change Date Loan Purpose
- -------------------------------------------------
<S> <C> <C>
25720014036 N/A Refinance
21720014037 N/A Refinance
26720014038 N/A Cashout Refinance
21650014039 N/A Purchase
21650014040 N/A Cashout Refinance
21720014042 N/A Refinance
29720014043 N/A Refinance
29720014044 N/A Cashout Refinance
23720014045 N/A Cashout Refinance
21630014047 1-Jun-99 Purchase
28720014049 N/A Cashout Refinance
24630014052 1-Jun-99 Purchase
23650014053 N/A Purchase
23720014054 N/A Refinance
21650014057 N/A Purchase
26650014059 N/A Refinance
22650014061 N/A Cashout Refinance
23700014062 1-Jun-99 Purchase
23650014065 N/A Cashout Refinance
24630014067 1-Jun-99 Purchase
21650014068 N/A Refinance
21650014075 N/A Purchase
24630014078 1-Jun-99 Purchase
23700013018 1-Apr-99 REFINANCE
26630013025 1-Apr-99 Purchase
29630013198 1-Jun-99 Purchase
26600013221 1-Jun-99 Cashout Refinance
21630013367 1-Mar-99 Purchase
21630013717 1-Mar-99 Purchase
29650013895 N/A Purchase
21720014073 N/A Cashout Refinance
</TABLE>
