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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 11, 1998
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-96378 74-2440858
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street, New York, New York 10285
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 526-7000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On March 11, 1998, a single series of certificates, entitled LB Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C1
(the "Certificates"), was issued pursuant to a pooling and servicing agreement
(the "Pooling and Servicing Agreement"), entered into by and among Structured
Asset Securities Corporation (the "Registrant") as depositor, GMAC Commercial
Mortgage Corporation, as master servicer and special servicer, LaSalle National
Bank, as trustee and ABN AMRO Bank N.V., as fiscal agent. The Pooling and
Servicing Agreement is attached hereto as Exhibit 4.1. Certain classes of the
Certificates, designated Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D, Class E and Class IO (collectively, the "Underwritten Certificates"),
were registered under the Registrant's registration statement on Form S-3 (no.
33-96378) and sold to Lehman Brothers Inc. (the "Underwriter") pursuant to an
underwriting agreement (the "Underwriting Agreement") entered into by and
between the Registrant and the Underwriter. The Underwriting Agreement is
attached hereto as Exhibit 1.1.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
Exhibit No. Description
1.1 Underwriting Agreement, dated as of March 9, 1998, between Structured
Asset Securities Corporation, as seller, and Lehman Brothers Inc., as
underwriter.
4.1 Pooling and Servicing Agreement, dated as of February 1, 1998, among
Structured Asset Securities Corporation, as depositor, GMAC Commercial
Mortgage Corporation, as master servicer and special servicer, LaSalle
National Bank, as trustee and ABN AMRO Bank N.V. as fiscal agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 26, 1998
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul A. Hughson
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Name: Paul A. Hughson
Title: Vice President
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EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Page No.
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1.1 Underwriting Agreement, dated as of March 9, 1998,
between Structured Asset Securities Corporation, as
seller, and Lehman Brothers Inc., as underwriter.
4.1 Pooling and Servicing Agreement, dated as of February
1,1998, among Structured Asset Securities Corporation, as
depositor, GMAC Commercial Mortgage Corporation, as
master servicer and special servicer, LaSalle National
Bank, as trustee and ABN AMRO Bank N.V. as fiscal agent.
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STRUCTURED ASSET SECURITIES CORPORATION
UNDERWRITING AGREEMENT
As of March 9, 1998
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
Structured Asset Securities Corporation, a Delaware corporation (the
"Company"), proposes to cause the issuance of, and sell to Lehman Brothers Inc.
("LBI" or the "Underwriter"), the mortgage pass-through certificates that are
identified on Schedule I attached hereto (the "Certificates"). The Certificates
will evidence beneficial ownership interests in a trust fund (the "Trust Fund")
to be formed by the Company and consisting primarily of a segregated pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") to be purchased from Lehman Brothers Holdings Inc., doing business as
Lehman Capital, a Division of Lehman Brothers Holdings Inc. (the "Mortgage Loan
Seller"). The Certificates will be issued under a Pooling and Servicing
Agreement to be dated as of February 1, 1998 (the "Pooling and Servicing
Agreement"), among the Company as depositor, LaSalle National Bank as trustee
(the "Trustee"), GMAC Commercial Mortgage Corporation as master servicer (in
such capacity, the "Master Servicer") and as special servicer (in such capacity,
the "Special Servicer") and ABN AMRO Bank N.V. as fiscal agent (the "Fiscal
Agent"). The Certificates and the Mortgage Loans are described more fully in the
Prospectus (as defined below), which the Company has furnished to the
Underwriter. Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Prospectus.
The Certificates are part of a series of mortgage pass-through
certificates that evidence beneficial ownership interests in the Trust Fund and
are being issued pursuant to the Pooling and Servicing Agreement. The other
certificates of such series (the "Privately Offered Certificates") will be
privately placed through the Underwriter with a limited number of institutional
investors as described in the Private Placement Memorandum dated the date hereof
that relates to the Privately Offered Certificates (together with all exhibits
and annexes thereto, the "Memorandum").
1. Representations and Warranties. The Company represents, warrants and
agrees that:
(a) A registration statement on Form S-3 (No. 33-96378) with respect to
the Certificates has been prepared by the Company and filed with the Securities
and Exchange
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Commission (the "Commission"), and complies as to form in all material respects
with the requirements of the Securities Act of 1933, as amended, and the rules
and regulations of the Commission thereunder (collectively, the "1933 Act"),
including Rule 415, and has become effective under the Securities Act. As used
in this Underwriting Agreement (this "Agreement" or the "Underwriting
Agreement"), (i) "Registration Statement" means that registration statement and
all exhibits thereto, as amended or supplemented to the date of this Agreement;
(ii) "Basic Prospectus" means the prospectus included in the Registration
Statement at the time it became effective, or as subsequently filed with the
Commission pursuant to paragraph (b) of Rule 424 of the Securities Act; (iii)
"Prospectus" means the Basic Prospectus, together with the prospectus supplement
specifically relating to the Certificates (the "Prospectus Supplement"), as
filed with, or mailed for filing to, the Commission pursuant to paragraph (b) of
Rule 424 of the Securities Act; and (iv) "Preliminary Prospectus" means any
preliminary form of the Prospectus that has heretofore been filed pursuant to
paragraph (b) of Rule 424 of the Securities Act. The aggregate principal amount
of the Certificates does not exceed the remaining amount of mortgage-backed
securities that may be registered under the Registration Statement as of the
date hereof.
(b) The Registration Statement and the Prospectus, at the time the
Registration Statement became effective and on the date of this Agreement,
complied, and (in the case of any amendment or supplement to any such document
filed with the Commission after the date as of which this representation is
being made) will comply, as to form in all material respects with the
requirements of the 1933 Act; and the Registration Statement and the Prospectus
do not, and (in the case of any amendment or supplement to any such document
filed with the Commission after the date as of which this representation is
being made) will not, contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company makes no
representation or warranty as to (i) information contained in or omitted from
the Registration Statement or the Prospectus in reliance upon and in conformity
with written information furnished to the Company by the Underwriter
specifically for inclusion therein or (ii) any information in any Computational
Materials and ABS Term Sheets (each as defined below) incorporated into the
Registration Statement by the filing thereof pursuant to Section 5(j).
(c) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own, lease or operate its properties and to
conduct its business as now conducted by it and to enter into and perform its
obligations under this Agreement and the Pooling and Servicing Agreement; and
the Company is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business.
(d) As of the date hereof, as of the date on which the Prospectus
Supplement is first filed pursuant to Rule 424 under the 1933 Act, as of the
date on which, prior to the Closing Date, any amendment to the Registration
Statement becomes effective, as of the date on which any supplement to the
Prospectus Supplement is filed with the Commission, and as of the Closing Date,
there has not and will not have been (i) any request by the Commission for any
further
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SIDLEY & AUSTIN NEW YORK
amendment to the Registration Statement or the Prospectus or for any additional
information, (ii) any issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or threat of
any proceeding for that purpose or (iii) any notification with respect to the
suspension of the qualification of the Certificates for sale in any jurisdiction
or any initiation or threat of any proceeding for such purpose.
(e) This Agreement has been duly authorized, executed and delivered by the
Company, and the Pooling and Servicing Agreement, when executed and delivered as
contemplated hereby and thereby, will have been duly authorized, executed and
delivered by the Company; and this Agreement constitutes, and the Pooling and
Servicing Agreement, when so executed and delivered will constitute, legal,
valid and binding agreements of the Company, enforceable against the Company in
accordance with their respective terms, except as enforceability may be limited
by (i) bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws affecting the enforcement of the rights of creditors generally,
(ii) general principles of equity, whether enforcement is sought in a proceeding
in equity or at law, and (iii) public policy considerations underlying the
securities laws, to the extent that such public policy considerations limit the
enforceability of the provisions of this Agreement or the Pooling and Servicing
Agreement that purport to provide indemnification from securities law
liabilities.
(f) As of the Closing Date, the Certificates and the Pooling and Servicing
Agreement will conform in all material respects to the respective descriptions
thereof contained in the Prospectus. As of the Closing Date, the Certificates
will be duly and validly authorized and, when duly and validly executed,
authenticated and delivered in accordance with the Pooling and Servicing
Agreement to you against payment therefor as provided herein, will be duly and
validly issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
(g) At the Closing Date, each of the representations and warranties of the
Company set forth in the Pooling and Servicing Agreement will be true and
correct in all material respects.
(h) The Company is not in violation of its certificate of incorporation or
by-laws or in default under any agreement, indenture or instrument the effect of
which violation or default would be material to the Company or which violation
or default would have a material adverse affect on the performance of its
obligations under this Agreement or the Pooling and Servicing Agreement. Neither
the issuance and sale of the Certificates, nor the execution and delivery by the
Company of this Agreement or the Pooling and Servicing Agreement, nor the
consummation by the Company of any of the transactions herein or therein
contemplated, nor compliance by the Company with the provisions hereof or
thereof, does or will conflict with or result in a breach of any term or
provision of the certificate of incorporation or by-laws of the Company or
conflict with, result in a breach, violation or acceleration of, or constitute a
default under, the terms of any indenture or other agreement or instrument to
which the Company is a party or by which it or any of its material assets is
bound, or any statute, order or regulation applicable to the Company of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Company.
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SIDLEY & AUSTIN NEW YORK
(i) There is no action, suit or proceeding against the Company pending,
or, to the knowledge of the Company, threatened, before any court, arbitrator,
administrative agency or other tribunal (i) asserting the invalidity of this
Agreement, the Pooling and Servicing Agreement or the Certificates, (ii) seeking
to prevent the issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement or the Pooling and Servicing
Agreement, (iii) that might materially and adversely affect the performance by
the Company of its obligations under, or the validity or enforceability of, this
Agreement, the Pooling and Servicing Agreement or the Certificates or (iv)
seeking to affect adversely the federal income tax attributes of the
Certificates as described in the Prospectus.
(j) There are no contracts, indentures or other documents of a character
required by the 1933 Act or by the rules and regulations thereunder to be
described or referred to in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement which have not been so
described or referred to therein or so filed or incorporated by reference as
exhibits thereto.
(k) No authorization, approval or consent of any court or governmental
authority or agency is necessary in connection with the offering, issuance or
sale of the Certificates pursuant to this Agreement and the Pooling and
Servicing Agreement, except such as have been, or as of the Closing Date will
have been, obtained or such as may otherwise be required under applicable state
securities laws in connection with the purchase and offer and sale of the
Certificates by the Underwriter and any recordation of the respective
assignments of the Mortgage Loans to the Trustee pursuant to the Pooling and
Servicing Agreement that have not been completed.
(l) The Company possesses all material licenses, certificates, authorities
or permits issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct the business now operated by it, and the
Company has not received any notice of proceedings relating to the revocation or
modification of any such license, certificate, authority or permit which, singly
or in the aggregate, if the subject of any unfavorable decision, ruling or
finding, would materially and adversely affect the condition, financial or
otherwise, or the earnings, business affairs or business prospects of the
Company.
(m) Any taxes, fees and other governmental charges payable by the Company
in connection with the execution and delivery of this Agreement and the Pooling
and Servicing Agreement or the issuance and sale of the Certificates (other than
such federal, state and local taxes as may be payable on the income or gain
recognized therefrom) have been or will be paid at or prior to the Closing Date.
(n) Immediately prior to the assignment of the Mortgage Loans to the
Trustee, the Company will have good title to, and will be the sole owner of,
each Mortgage Loan, free and clear of any pledge, mortgage, lien, security
interest or other encumbrance.
(o) Neither the Company nor the Trust Fund is, and neither the issuance
and sale of the Certificates in the manner contemplated by the Prospectus nor
the activities of the Trust Fund
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SIDLEY & AUSTIN NEW YORK
pursuant to the Pooling and Servicing Agreement will cause the Company or the
Trust Fund to be, an "investment company" or under the control of an "investment
company" as such terms are defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(p) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Company will report the transfer of the
Mortgage Loans to the Trustee in exchange for the Certificates and the sale of
the Certificates to the Underwriter pursuant to this Agreement as a sale of the
interests in the Mortgage Loans evidenced by the Certificates. The consideration
received by the Company upon the sale of the Certificates to the Underwriter
will constitute reasonably equivalent value and fair consideration for the
Certificates. The Company will be solvent at all relevant times prior to, and
will not be rendered insolvent by, the transfer of the Mortgage Loans to the
Trustee on behalf of the Trust Fund and the sale of the Certificates to the
Underwriter. The Company is not selling the Certificates to the Underwriter or
transferring the Mortgage Loans to the Trustee on behalf of the Trust Fund with
any intent to hinder, delay or defraud any of the creditors of the Company.
(q) At the Closing Date, the respective classes of Certificates shall have
been assigned ratings no lower than those set forth in Schedule I hereto by the
nationally recognized statistical rating organizations identified in Schedule I
hereto (the "Rating Agencies").
(r) At the Closing Date, each of the representations and warranties of the
Company set forth in the Pooling and Servicing Agreement will be true and
correct in all material respects.
2. Purchase and Sale. Subject to the terms and conditions and in reliance
on the representations and warranties herein set forth, the Company agrees to
sell to the Underwriter and the Underwriter agrees to purchase from the Company,
at the related purchase price set forth on Schedule I hereto, Certificates of
each class thereof having the actual or notional principal amount set forth on
Schedule I hereto. There will be added to the purchase price of the Certificates
to be purchased hereunder an amount equal to interest accrued thereon pursuant
to the terms thereof from February 1, 1998 (the "Cut-off Date") to but excluding
the Closing Date.
3. Payment and Delivery. The closing for the purchase and sale of the
Certificates hereunder shall occur at the offices of Sidley & Austin, 875 Third
Avenue, New York, New York 10022, at 10:00 a.m. New York City time, on March 11,
1998 or at such other location, time and date as shall be mutually agreed upon
by the parties hereto (such time and date of closing, the "Closing Date").
Delivery of the Certificates shall be made through the Same Day Funds Settlement
System of the Depository Trust Company ("DTC"). Payment shall be made to the
Company in immediately available Federal funds wired to such bank as may be
designated by the Company (or by such other method of payment as may be mutually
acceptable to the parties hereto), against delivery of the Certificates. The
Certificates will be made available for examination by the Underwriter not later
than 3:00 p.m. New York City time on the last business day prior to the Closing
Date.
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SIDLEY & AUSTIN NEW YORK
References herein, including, without limitation, in the Schedules hereto,
to actions taken or to be taken following the Closing Date with respect to any
Certificates that are to be delivered through the facilities of DTC shall
include, if the context so permits, actions taken or to be taken with respect to
the interests in such Certificates as reflected on the books and records of DTC.
4. Offering by Underwriter.
(a) It is understood that the Underwriter proposes to offer the
Certificates for sale to the public, including, without limitation, in and from
the State of New York, as set forth in the Prospectus Supplement. It is further
understood that the Company, in reliance upon Policy Statement 105, has not and
will not file the offering pursuant to Section 352-e of the General Business Law
of the State of New York with respect to the Certificates which are not
"mortgage related securities" as defined in the 1934 Act (as defined below);
accordingly, the Underwriter covenants and agrees with the Company that sales of
such Certificates made by the Underwriter in and from the State of New York will
be made only to institutional investors within the meaning of Policy Statement
105.
(b) The Underwriter may prepare and provide (and acknowledges that it has
prepared and provided) to prospective investors certain Computational Materials
or ABS Term Sheets in connection with its offering of the Certificates. In this
regard, the Underwriter represents and warrants to, and covenants with, the
Company that:
(i) The Underwriter has complied and shall comply with the
requirements of the no-action letter, dated May 20, 1994, issued by the
Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody &
Co. Incorporated and Kidder Structured Asset Corporation, as made
applicable to other issuers and underwriters by the Commission in response
to the request of the Public Securities Association, dated May 25, 1994
(collectively, the "Kidder/PSA Letter"), and the requirements of the
no-action letter, dated February 17, 1995, issued by the Commission to the
Public Securities Association (the "PSA Letter" and, together with the
Kidder/PSA Letter, the "No-Action Letters").
(ii) For purposes hereof, "Computational Materials" shall have the
meaning given such term in the No-Action Letters and "ABS Term Sheets,"
"Structural Term Sheets" and "Collateral Term Sheets" shall have the
meanings given such terms in the PSA Letter.
(iii) All such Computational Materials and ABS Term Sheets provided
to prospective investors have borne or shall bear, as the case may be, a
legend in a form previously approved by the Company or its counsel.
(iv) The Underwriter has not distributed and shall not distribute
any such Computational Materials or ABS Term Sheets, the forms and
methodology of which are not in accordance with this Agreement. The
Underwriter has provided or shall provide, as the case may be, to the
Company, for filing on Form 8-K as provided in Section 5(j),
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copies (in such format as required by the Company) of all such
Computational Materials and ABS Term Sheets. The Underwriter may provide
copies of the foregoing in a consolidated or aggregated form including all
information required to be filed. All Computational Materials and ABS Term
Sheets described in this paragraph (b)(iv) must be or must have been, as
applicable, provided to the Company (A) in paper or electronic format
suitable for filing with the Commission and (B) not later than 10:00 a.m.
(New York City time) on a business day that is not less than one business
day before filing thereof is or was, as the case may be, required pursuant
to the terms of the No-Action Letters.
(v) All information included in the Computational Materials and ABS
Term Sheets in respect of the Certificates has been or shall be generated
based on substantially the same methodology and assumptions as are used to
generate the information in the Prospectus Supplement as set forth
therein; provided that the Computational Materials and ABS Term Sheets may
include information based on alternative methodologies or assumptions if
specified therein. If any Computational Materials or ABS Term Sheets were
based on assumptions with respect to the Mortgage Pool that differ from
the Prospectus Supplement in any material respect or on Certificate
structuring assumptions (except in the case of Computational Materials
when the different structuring terms were hypothesized and so described)
that were revised in any material respect prior to the printing of the
Prospectus, then to the extent that it has not already done so, the
Underwriter shall immediately inform the Company and, upon the direction
of the Company, and if not corrected by the Prospectus, shall prepare
revised Computational Materials and ABS Term Sheets, as the case may be,
based on information regarding the Mortgage Pool and Certificate
structuring assumptions consistent with the Prospectus, circulate such
revised Computational Materials and ABS Term Sheets to all recipients of
the preliminary versions thereof, and include such revised Computational
Materials and ABS Term Sheets (marked, "as revised") in the materials
delivered to the Company pursuant to paragraph (b)(iv) above.
(vi) The Company shall not be obligated to file any Computational
Materials or ABS Term Sheets that have been determined to contain any
material error or omission, provided that the Company will file
Computational Materials or ABS Term Sheets that contain a material error
or, when read together with the Prospectus, a material omission, if
clearly marked (A) "superseded by materials dated ____________ __" and
accompanied by corrected Computational Materials or ABS Term Sheets that
are marked "material previously dated ___________ __, as corrected", or
(B) if the material error or omission is to be corrected in the
Prospectus, "superseded by materials contained in the Prospectus." If,
within the period during which the Prospectus relating to the Certificates
is required to be delivered under the 1933 Act, any Computational
Materials or ABS Term Sheets are determined, in the reasonable judgment of
the Company or the Underwriter, to contain a material error or, when read
together with the Prospectus, a material omission, then (unless the
material error or omission was corrected in the Prospectus) the
Underwriter shall prepare a corrected version of such Computational
Materials or ABS Term Sheets,
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shall circulate such corrected Computational Materials or ABS Term Sheets
to all recipients of the prior versions thereof, and shall deliver copies
of such corrected Computational Materials or ABS Term Sheets (marked, "as
corrected") to the Company for filing with the Commission in a subsequent
Form 8-K submission (subject to the Company's obtaining an accountant's
comfort letter in respect of such corrected Computational Materials and
ABS Term Sheets, which shall be at the expense of the Underwriter).
(vii) The Underwriter shall be deemed to have represented, as of the
Closing Date, that except for Computational Materials and/or ABS Term
Sheets provided to the Company pursuant to or as contemplated by paragraph
(b)(iv) above, the Underwriter did not provide any prospective investors
with any information in written or electronic form in connection with the
offering of the Certificates that is required to be filed with the
Commission in accordance with the No-Action Letters.
(viii) In the event of any delay in the delivery by the Underwriter
to the Company of all Computational Materials and ABS Term Sheets required
to be delivered in accordance with or as contemplated by paragraph (b)(iv)
above, the Company shall have the right to delay the release of the
Prospectus to investors or to the Underwriter, to delay the Closing Date
and to take other appropriate actions in each case as necessary in order
to allow the Company to comply with its agreement set forth in Section
5(j) to file the Computational Materials and ABS Term Sheets by the time
specified therein.
(ix) Computational Materials and ABS Term Sheets may be distributed
by the Underwriter through electronic means in accordance with SEC Release
No. 33-7233 (the "Release").
(c) The Underwriter further agrees that it shall promptly provide the
Company with such information as to matters of fact as the Company may
reasonably request to enable it to comply with its reporting requirements with
respect to each class of Certificates to the extent such information can in the
good faith judgment of the Underwriter be determined by it.
5. Covenants of the Company. The Company covenants with the Underwriter
that:
(a) The Company will furnish promptly to the Underwriter and counsel for
the Underwriter one signed copy of the Registration Statement as originally
filed with the Commission, and each amendment or supplement thereto filed prior
to the date of this Agreement or relating to or covering the Certificates, and a
copy of each Prospectus filed with the Commission, including all consents and
exhibits filed therewith.
(b) The Company will deliver promptly to the Underwriter such number of
conformed copies of the Registration Statement and of each amendment or
supplement thereto filed prior to the date of this Agreement or relating to or
covering the Certificates and, during such period
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following the date of the this Agreement in which any Prospectus is required by
law to be delivered, such number of copies of each Prospectus, as the
Underwriter may reasonably request.
(c) The Company will file promptly with the Commission, during such period
following the date of the this Agreement in which any Prospectus is required by
law to be delivered, any amendment or supplement to the Registration Statement
or any Prospectus that may, in the judgment of the Company or the Underwriter,
be required by the 1933 Act or requested by the Commission and approved by the
Underwriter.
(d) Prior to filing with the Commission during the period referred to in
paragraph (c) above any amendment or supplement to the Registration Statement or
any Prospectus, the Company will furnish a copy thereof to the Underwriter and
to counsel for the Underwriter, and the Company will not file any such amendment
or supplement to which the Underwriter shall reasonably object.
(e) The Company will advise the Underwriter promptly (i) when any
post-effective amendment to the Registration Statement relating to or covering
the Certificates becomes effective, (ii) of any request or proposed request by
the Commission for an amendment or supplement to the Registration Statement or
to any Prospectus (insofar as the amendment or supplement relates to or covers
the Certificates) or for any additional information, (iii) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or any order directed to any Prospectus or the initiation
or threat of any such stop order proceeding, (iv) of receipt by the Company of
any notification with respect to the suspension of the qualification of the
Certificates for sale in any jurisdiction or the initiation or threat of any
proceeding for that purpose and (v) of the happening of any event that makes
untrue any statement of a material fact made in the Registration Statement or
any Prospectus or that requires the making of a change in the Registration
Statement or any Prospectus in order to make any material statement therein not
misleading.
(f) If, during the period referred to in paragraph (c) above, the
Commission will order suspending the effectiveness of the Registration
Statement, the Company will make every reasonable effort to obtain the lifting
of that order at the earliest possible time.
(g) [Reserved.]
(h) The Company will endeavor to qualify the Certificates for offer and
sale under the securities laws of such jurisdictions as the Underwriter may
reasonably request, provided, however, that this Section 5(h) shall not obligate
the Company to file any general consent to service of process or to qualify to
do business in any jurisdiction or as a dealer in securities in any jurisdiction
in which it is not so qualified.
(i) The Company will pay or cause to be paid (i) the costs incident in the
preparation, printing and filing under the 1933 Act of the Registration
Statement and any amendments thereof and supplements and exhibits thereto; (ii)
the costs of distributing the Registration Statement as
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originally filed and each amendment and post-effective amendment thereof
(including exhibits), any Preliminary Prospectus, each Prospectus and any
amendment or supplement to the Prospectus as provided in this Agreement; (iii)
the costs of printing and distributing the Pooling and Servicing Agreement; (iv)
the costs of filings, if any, with the National Association of Securities
Dealers, Inc.; (v) fees paid to the Rating Agencies in connection with the
rating of the Certificates; (vi) the fees and expenses of qualifying the
Certificates, under the securities laws of the several jurisdictions as provided
in Section 5(h) hereof and of preparing and printing, if so requested by the
Underwriter, a preliminary blue sky survey and legal investment survey
concerning the legality of the Certificates as an investment (including fees and
disbursements of counsel to the Underwriter in connection therewith); and (vii)
any other costs and expenses incident to the performance of the Company's
obligations under this Agreement; provided, however, that, except as provided
above in this subsection (i) or in Section 7, the Underwriter shall pay its own
costs and expenses, including the fees and expenses of its counsel, any transfer
taxes on the Certificates that it may sell and the expenses of advertising any
offering of the Certificates made by the Underwriter.
(j) The Company will file any documents and any amendments thereof as may
be required to be filed by it pursuant to the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"), including, but not limited
to, the filing with the Commission in a Current Report on form 8-K all
Computational Materials and ABS Term Sheets furnished by the Underwriter and
identified by it as such. The Company will file all such Computational Materials
and ABS Term Sheets within the time period allotted for such filing pursuant to
the No-Action Letters. The Company represents and warrants that, to the extent
required by the No-Action Letters, the Company has timely filed with the
Commission any Collateral Term Sheets previously delivered to it as contemplated
by Section 4(b)(iv).
6. Conditions to the Obligations of the Underwriter. The obligation of the
Underwriter hereunder to purchase the Certificates shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date, as
of the date the Prospectus Supplement or any supplement thereto is filed with
the Commission and as of the Closing Date, to the accuracy of the statements of
the Company made in any certificates delivered pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
satisfaction, as of the Closing Date, of the following additional conditions:
(a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement, as amended
from time to time, shall have been issued and not withdrawn and no proceedings
for that purpose shall have been instituted or, to the Company's knowledge,
threatened; and the Prospectus Supplement shall have been filed or transmitted
for filing with the Commission in accordance with Rule 424 under the 1933 Act.
(b) The Company shall have delivered to the Underwriter a certificate of
the Company, signed by an authorized officer of the Company and dated the
Closing Date, to the effect that: (i)
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<PAGE>
the representations and warranties of the Company in this Agreement are true and
correct in all material respects at and as of the Closing Date with the same
effect as if made on the Closing Date; and (ii) the Company has in all material
respects complied with all the agreements and satisfied all the conditions on
its part that are required hereby to be performed or satisfied at or prior to
the Closing Date.
(c) The Underwriter shall have received with respect to the Company a good
standing certificate from the Secretary of State of the State of Delaware, dated
not earlier than 30 days prior to the Closing Date.
(d) The Underwriter shall have received from the Secretary or an assistant
secretary of the Company, in his individual capacity, a certificate, dated the
Closing Date, to the effect that: (i) each individual who, as an officer or
representative of the Company, signed this Agreement, the Pooling and Servicing
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Pooling and Servicing Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents and certificates are their genuine signatures; and
(ii) no event (including, without limitation, any act or omission on the part of
the Company) has occurred since the date of the good standing certificate
referred to in paragraph (c) above which has affected the good standing of the
Company under the laws of the State of Delaware. Such certificate shall be
accompanied by true and complete copies (certified as such by the Secretary or
an assistant secretary of the Company) of the certificate of incorporation and
by-laws of the Company, as in effect on the Closing Date, and of the resolutions
of the Company and any required shareholder consent relating to the transactions
contemplated in this Agreement and the Pooling and Servicing Agreement.
(e) You shall have received from Sidley & Austin, special counsel for the
Company, a favorable opinion, dated the Closing Date and satisfactory in form
and substance to you and counsel for the Underwriter, to the effect that:
(i) The Registration Statement and any post-effective amendments
thereto have become effective under the 1933 Act.
(ii) To the best knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement has been issued and not
withdrawn, and no proceedings for that purpose have been instituted or
threatened and not terminated.
(iii) The Registration Statement, each post-effective amendment
thereto (if any), the Basic Prospectus and the Prospectus Supplement, as
of their respective effective or issue dates (other than the financial
statements, schedules and other financial and statistical information
contained therein or omitted therefrom, as to which such counsel need
express no opinion), complied as to form in all material respects with the
applicable requirements of the 1933 Act and the rules and regulations
thereunder.
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<PAGE>
(iv) To the best knowledge of such counsel, there are no material
contracts, indentures or other documents relating to the Certificates of a
character required to be described or referred to in the Registration
Statement or the Prospectus Supplement or to be filed as exhibits to the
Registration Statement, other than those described or referred to therein
or filed or incorporated by reference as exhibits thereto.
(v) The Pooling and Servicing Agreement constitutes a valid, legal,
binding and enforceable agreement of the Company, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally, to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law and public policy considerations underlying
the securities laws, to the extent that such public policy considerations
limit the enforceability of the provisions of this Agreement or the
Pooling and Servicing Agreement that purport to provide indemnification
from securities law liabilities.
(vi) The Certificates, when duly and validly executed and
authenticated in the manner contemplated in the Pooling and Servicing
Agreement and delivered and paid for by the Underwriter as provided
herein, will be duly and validly issued and outstanding and entitled to
the benefits of the Pooling and Servicing Agreement.
(vii) The statements set forth in the Prospectus Supplement under
the headings "Description of the Certificates" and "Servicing of the
Mortgage Loans" and in the Basic Prospectus under the headings
"Description of the Securities", "Servicing of Mortgage Loans" and "The
Trust Agreement", insofar as such statements purport to summarize certain
material provisions of the Certificates and the Pooling and Servicing
Agreement, provide a fair and accurate summary of such provisions.
(viii) The statements set forth in the Prospectus Supplement under
the headings "Certain Federal Income Tax Consequences", "ERISA
Considerations" and "Legal Investment" and in the Basic Prospectus under
the headings "Federal Income Tax Considerations" and "Legal Investment",
to the extent that they constitute matters of federal law or legal
conclusions with respect thereto, while not discussing all possible
consequences of an investment in the Certificates to all investors,
provide a fair and accurate summary of such matters and conclusions set
forth under such headings.
(ix) Upon initial issuance, the Class A, Class IO and Class B
Certificates will be "mortgage related securities", as defined in Section
3(a)(41) of the 1934 Act.
(x) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and neither
the Company nor the Trust Fund is required to be registered under the 1940
Act.
(xi) No consent, approval, authorization or order of any State of
New York or federal court or governmental agency or body is required for
the consummation by the
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<PAGE>
Company of the transactions contemplated herein or in the Pooling and
Servicing Agreement, except (A) such as have been obtained under the 1933
Act, (B) such as may be required under the blue sky laws of any
jurisdiction in connection with the offer and sale of the Certificates by
the Underwriter, as to which such counsel need express no opinion; and (C)
any recordation of the assignments of the Mortgage Loans pursuant to the
Pooling and Servicing Agreement that has not yet been completed.
(xii) Assuming compliance with all provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC I, REMIC II
and REMIC III will each qualify as a real estate mortgage investment
conduit (a "REMIC") under the Internal Revenue Code of 1986 (the "Code"),
the Class R-I Certificates will be the sole class of "residual interests"
in REMIC I, the Class R-II Certificates will be the sole class of
"residual interests" in REMIC II, the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E, Class IO, Class F, Class G, Class H,
Class J, Class K, Class L and Class M Certificates will be the "regular
interests" in REMIC III, and the Class R-III Certificates will be the sole
class of "residual interests" in REMIC III.
In giving its opinions pursuant to this Section 6(e), special counsel to
the Company, Sidley & Austin, shall additionally state that, based on
conferences and telephone conversations with representatives of the Company, the
Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent and their respective counsel, and (with limited exception)
without having reviewed any of the mortgage notes, mortgages or other documents
relating to the Mortgage Loans or made any inquiry of any originator of any
Mortgage Loan not referenced above, nothing has come to such special counsel's
attention that would lead it to believe that the Prospectus (other than any
accounting, financial or statistical information included therein or omitted
therefrom, and other than any information incorporated therein by reference, as
to which such counsel has not been requested to comment), at the date of the
Prospectus Supplement or at the Closing Date, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
In giving its opinions pursuant to this Section 6(e), special counsel to
the Company, Sidley & Austin, may express its reliance as to factual matters on
the representations and warranties made by, and on certificates or other
documents furnished by officers and/or authorized representatives of, the
parties to this Agreement and the Pooling and Servicing Agreement and on
certificates furnished by public officials and, further, may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto. Such opinion may be qualified as an opinion
only on the General Corporation Law of the State of Delaware, the laws of the
State of New York and the federal law of the United States.
(f) The Underwriter shall have received copies of all legal opinion
letters delivered by Sidley & Austin to the Rating Agencies in connection with
the issuance of the Certificates, accompanied in each case by a letter signed by
Sidley & Austin stating that the Underwriter may rely on such opinion letter as
if it were addressed to the Underwriter as of the date thereof.
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<PAGE>
(g) The Underwriter shall have received from Christopher Epes, Esq.,
counsel for the Company, a favorable opinion, dated the Closing Date and
satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, to the effect that:
(i) The Company is a corporation in good standing under the laws of
the State of Delaware and has the corporate power and authority to enter
into and perform its obligations under this Agreement and the Pooling and
Servicing Agreement.
(ii) Each of this Agreement and the Pooling and Servicing Agreement
has been duly authorized, executed and delivered by the Company.
(iii) The execution, delivery and performance of the Pooling and
Servicing Agreement and this Agreement by the Company, and the
consummation of the transactions contemplated thereby, to such counsel's
knowledge, do not and will not result in a material breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or instrument known to
such counsel to which the Company is a party, nor will such actions result
in any violation of the provisions of the articles of incorporation or
by-laws of the Company or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over the
Company (except for such conflicts, breaches, violations and defaults as
would not have a material adverse effect on the ability of the Company to
perform its obligations under the Pooling and Servicing Agreement and this
Agreement).
In giving his opinions required pursuant to this Section 6(g), counsel to
the Company, Christopher Epes, Esq., may express his reliance as to factual
matters on the representations and warranties made by, and on certificates or
other documents furnished by officers and/or authorized representatives of, the
parties to this Agreement and the Pooling and Servicing Agreement and on
certificates furnished by public officials and, further, may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto other than the Company. Such opinion may be
qualified as an opinion only on the General Corporation Law of the State of
Delaware, the laws of the State of New York and the federal law of the United
States.
(h) The Underwriter shall have received from Deloitte & Touche, LLP,
certified public accountants, a letter dated the Closing Date and satisfactory
in form and substance to the Underwriter and counsel for the Underwriter, to the
following effect:
(i) they have performed certain specified procedures as a result of
which they have determined that the information of an accounting,
financial or statistical nature set forth in the Prospectus Supplement
under the captions "Summary of the Prospectus Supplement," "Description of
the Mortgage Pool" and "Yield and Maturity Considerations" and on Annex A
agrees with the data sheet or computer tape prepared by or on behalf of
the Mortgage Loan Seller, unless non-material deviations are otherwise
noted in such letter; and
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<PAGE>
(ii) they have compared the data contained in the data sheet or
computer tape referred to in the immediately preceding clause (i) to
information contained in an agreed upon sampling of the Mortgage Loan
files and in such other sources as shall be specified by them, and found
such data and information to be in agreement in all material respects,
unless non-material deviations are otherwise noted in such letter.
(i) The Underwriter shall have received, with respect to each of the
Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee, a
favorable opinion of counsel, dated the Closing Date, addressing the valid
existence of such party under the laws of the jurisdiction of its organization,
the due authorization, execution and delivery of the Pooling and Servicing
Agreement by such party and, subject to the same limitations as set forth in
Section 6(e)(v), the enforceability of the Pooling and Servicing Agreement
against such party. Counsel rendering each such opinion may express its reliance
as to factual matters on representations and warranties made by, and on
certificates or other documents furnished by officers and/or authorized
representatives of parties to this Agreement and the Pooling and Servicing
Agreement and on certificates furnished by public officials and, further, may
assume the due authorization, execution and delivery of the instruments and
documents referred to therein by the parties thereto other than the party on
behalf of which such opinion is being rendered. Such opinion may be qualified as
an opinion only on the General Corporation Law of the State of Delaware (if
relevant), the laws of each state in which the writer of the opinion is admitted
to practice law and the federal law of the United States.
(j) The Underwriter shall have been furnished with all documents,
certificates and opinions to be delivered by the Mortgage Loan Seller in
connection with the sale of the Mortgage Loans by the Mortgage Loan Seller to
the Seller, pursuant to the Mortgage Loan Purchase Agreement, dated as of the
date hereof, between the Seller and the Mortgage Loan Seller.
(k) The Underwriter and counsel to the Underwriter shall have been
furnished with such other documents and opinions as they may reasonably require,
for the purpose of enabling them to pass upon the issuance and sale of the
Certificates as herein contemplated and related proceedings, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained.
(l) The Certificates shall have been assigned ratings no less than those
set forth on Schedule I and such ratings shall not have been rescinded.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, if
the Company is in breach of any covenants or agreements contained herein or if
any of the opinions and certificates referred to above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriter and counsel for the Underwriter, this Agreement
and all obligations of the Underwriter hereunder may be cancelled at, or at any
time prior to, the Closing Date by the Underwriter. Notice of such cancellation
shall be given to the Company in writing, or by telephone or telegraph confirmed
in writing.
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<PAGE>
7. Reimbursement of Underwriter's Expenses. If the sale of the
Certificates provided for herein is not consummated because any condition to the
obligations of the Underwriter set forth in Section 6 is not satisfied or
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof, other than by
reason of a default by the Underwriter, the Company will reimburse the
Underwriter upon demand, for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by it in
connection with the proposed purchase and sale of the Certificates.
8. Indemnification.
(a) The Company agrees to indemnify and hold harmless the Underwriter and
each person, if any, who controls the Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading or arising out of any untrue
statement or alleged untrue statement of a material fact contained in the
Basic Prospectus, any Preliminary Prospectus Supplement or the Prospectus
Supplement (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by the Underwriter),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under clause (i)
or (ii) above;
provided, however, that the foregoing indemnity shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information (as specified in Section 8(b)
below) furnished to the Company by the Underwriter expressly for use
-16-
<PAGE>
in the Registration Statement (or any amendment thereto) or in the Basic
Prospectus, any Preliminary Prospectus Supplement or the Prospectus Supplement
(or any amendment or supplement thereto); and provided, further, that the
foregoing indemnity with respect to the Basic Prospectus or any Preliminary
Prospectus Supplement shall not inure to the benefit of the Underwriter (or to
the benefit of any person controlling the Underwriter) with respect to any loss,
liability, claim, damage or expense arising out of the claims of any particular
person that purchased Certificates if the untrue statement or omission or
alleged untrue statement or omission made in the Basic Prospectus or such
Preliminary Prospectus Supplement upon which such claims are based is eliminated
or remedied in the Prospectus and, if required by law, a copy of the Prospectus
shall not have been furnished to such person at or prior to the written
confirmation of the sale of such Certificates to such person.
(b) The Underwriter agrees to indemnify and hold harmless the Company, its
directors, each of its officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 8(a),
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or in the Basic Prospectus, any Preliminary Prospectus
Supplement or the Prospectus Supplement (or any amendment or supplement thereto)
in reliance upon and in conformity with written information furnished to the
Company by the Underwriter expressly for use in the Registration Statement (or
any amendment thereto) or in the Basic Prospectus, such Preliminary Prospectus
Supplement or the Prospectus Supplement (or any amendment or supplement
thereto); provided that in no event shall the Underwriter be liable for any such
loss, liability, claim, damage or expense if such untrue statement or omission
or alleged untrue statement or omission resulted from an untrue statement or
omission in the underlying data regarding the Mortgage Loans, or the related
Mortgagors or Mortgaged Properties, provided to the Underwriter by the Mortgage
Loan Seller. It is hereby acknowledged that (i) the statements set forth in the
first sentence of the penultimate paragraph on the cover of the Prospectus
Supplement, (ii) the statements in the third, fourth and fifth paragraphs under
the caption "Method of Distribution" in the Prospectus Supplement and (iii) the
statements in any Computational Materials and ABS Term Sheets delivered by the
Underwriter to the Company for filing with the Commission pursuant to this
Agreement and the No-Action Letters, constitute the only written information
furnished to the Company by the Underwriter expressly for use in the
Registration Statement (or any amendment thereto) or in the Basic Prospectus,
the Preliminary Prospectus Supplement or the Prospectus Supplement (or any
amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of any such
action and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from the
indemnified party, to
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<PAGE>
assume the defense thereof, with counsel satisfactory to such indemnified party.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have agreed to the retention of such counsel, or (ii) the
indemnifying party shall not have assumed the defense of such action, with
counsel satisfactory to the indemnified party, within a reasonable period
following the indemnifying party's receiving notice of such action, or (iii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. In no event shall the indemnifying party or
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) separate from its or their own counsel for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances. Unless it shall assume the defense of any proceeding, an
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party shall
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. If an indemnifying party assumes the defense of
any proceeding, it shall be entitled to settle such proceeding with the consent
of the indemnified party or, if such settlement provides for the unconditional
release of the indemnified party in connection with all matters relating to the
proceeding that have been asserted against the indemnified party in such
proceeding by the other parties to such settlement, without the consent of the
indemnified party.
9. Contribution. In order to provide for just and equitable contribution
in circumstances in which the indemnity agreement provided for in Section 8
hereof is for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company and the
Underwriter shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Company and the Underwriter, as incurred, in such proportions
that the Underwriter is responsible for that portion represented by the
percentage that the underwriting discounts and commissions pertaining to the
Certificates bears to the aggregate of the initial public offering prices of the
Certificates and the Company is responsible for the balance; provided, however,
that no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation; and provided, further,
that in no event shall the Underwriter be obligated to contribute more than an
amount equal to the underwriting discounts and commissions pertaining to the
Certificates. For purposes of this Section, each person, if any, who controls
the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as the Underwriter,
and each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company.
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<PAGE>
10. Representations, Warranties and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Underwriter, or by or on behalf of the
Company, or by or on behalf of any of the controlling persons and officers and
directors referred to in Sections 8 and 9, and shall survive delivery of the
Certificates to the Underwriter.
11. Termination of Agreement; Survival.
(a) The Underwriter may terminate this Agreement, by notice to the
Company, at any time at or prior to the Closing Date (i) if there has been,
since the date of this Agreement or since the respective dates as of which
information is given in the Registration Statement and the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) if there has occurred any outbreak of
hostilities or escalation thereof or other calamity or crisis the effect of
which is such as to make it, in the reasonable judgment of the Underwriter,
impracticable to market the Certificates or to enforce contracts for the sale of
the Certificates, or (iii) if trading generally on the New York Stock Exchange
has been suspended, or if a banking moratorium has been declared by either
federal or New York authorities.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
as provided in Section 10.
(c) The provisions of Section 5(i) regarding the payment of costs and
expenses and the provisions of Sections 8 and 9 hereof shall survive the
termination of this Agreement.
12. Notices. Any notice by the Company to the Underwriter shall be
sufficient if given in writing or by telegraph addressed to the Underwriter at
200 Vesey Street, New York, New York 10285, attention of James C. Blakemore, and
any notice by the Underwriter to the Company shall be sufficient if given in
writing or by telegraph addressed to the Company at 200 Vesey Street, New York,
New York 10285, attention of the President.
13. Successors. This Agreement shall be binding upon the Underwriter, the
Company and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that
the indemnity agreement of the Underwriter contained in Section 8 hereof shall
be deemed to be also for the benefit of directors of the Company, officers of
the Company who have signed the Registration Statement and any person
controlling the Company and the indemnity agreement of the Company contained in
Section 8 shall be deemed to be also for the benefit of any person controlling
the Underwriter. Nothing in this Agreement is intended or shall be construed to
give any person, other than the persons
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<PAGE>
referred to in this Section, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision contained herein.
14. Business Day. For purposes of this Agreement, "business day" means any
day on which the New York Stock Exchange is open for trading.
15. Applicable Law. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of New York, applicable to
contracts made and to be performed entirely in said State.
16. Counterparts. This Agreement may be executed in one or more
counterparts, and, if executed in more than one counterpart, the executed
counterparts shall together constitute a single instrument.
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<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the Underwriter.
Very truly yours,
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul A. Hughson
--------------------------------
Name: Paul A. Hughson
Title: Vice President
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
LEHMAN BROTHERS INC.
By: /s/ Michael Mazzei
--------------------------------
Name: Michael Mazzei
Title: Managing Director
<PAGE>
SCHEDULE I
Underwriting Agreement, dated as of March 9, 1998.
Title and Description of the Certificates:
Lehman Brothers Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1998-C1, Class A-1, Class A-2, Class
A-3, Class B, Class C, Class D, Class E and Class IO.
Cut-off Date: February 1, 1998
Expected Closing Date: March 11, 1998
CERTIFICATES
<TABLE>
<CAPTION>
====================================================================================================================================
Class A-1 Class A-2 Class A-3 Class B Class C Class D Class E Class IO
--------- --------- --------- ------- ------- ------- ------- --------
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Initial Aggregate
Certificate Principal $267,810,00 $308,000,000 $642,291,000 $86,390,000 $86,390,000 $90,710,000 $34,556,000 $1,727,817,629(1)
Amount or Certificate
Notional Amount
- - ------------------------------------------------------------------------------------------------------------------------------------
Initial Pass-Through
Rate 6.330% 6.400% 6.480% 6.590% 6.680% 6.980% 7.000% 0.623%
- - ------------------------------------------------------------------------------------------------------------------------------------
Rating(2) Aaa/AAA Aaa/AAA Aaa/AAA Aa2/AA A2/AA Baa2/BBB Baa3/BBB- Aaa/AAA
- - ------------------------------------------------------------------------------------------------------------------------------------
Purchase Price(3)
====================================================================================================================================
</TABLE>
(1) Notional amount.
(2) By Moody's Investors Service, Inc., and Duff & Phelps Credit Rating Co.
N/R means "not rated".
(3) Expressed as a percentage of the initial aggregate stated principal amount
or notional principal amount, as applicable, of each class of
Certificates. The Purchase Price for each class of Certificates will
include accrued interest at the initial Pass-Through Rate therefor on the
initial aggregate stated principal amount or notional principal amount
thereof from the Cut-off Date to but not including the Closing Date.
--------------------------------
EXECUTION COPY
================================================================================
STRUCTURED ASSET SECURITIES CORPORATION
Depositor
and
GMAC COMMERCIAL MORTGAGE CORPORATION
Master Servicer and Special Servicer
and
LASALLE NATIONAL BANK
Trustee
and
ABN AMRO BANK N.V.
Fiscal Agent
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1998
------------------------------
$1,727,817,629
LB Commercial Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Series 1998-C1
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
SECTION 1.01. Defined Terms..................................................4
SECTION 1.02. General Interpretive Principles...............................49
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Creation of Trust; Conveyance of Mortgage Loans...............51
SECTION 2.02. Acceptance of Trust Fund by Trustee...........................52
SECTION 2.03. Mortgage Loan Seller's Repurchase of Mortgage Loans for
Document Defects and Breaches of Representations and
Warranties....................................................54
SECTION 2.04. Representations and Warranties of Depositor...................55
SECTION 2.05. Execution, Authentication and Delivery of Class R-I
Certificates; Creation of REMIC I Regular Interests...........57
SECTION 2.06. Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee...........................................57
SECTION 2.07. Execution, Authentication and Delivery of Class R-II
Certificates..................................................57
SECTION 2.08. Conveyance of REMIC II Regular Interests; Acceptance of
REMIC III by Trustee..........................................58
SECTION 2.09. Execution, Authentication and Delivery of REMIC III
Certificates..................................................58
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Administration of the Mortgage Loans..........................59
SECTION 3.02. Collection of Mortgage Loan Payments..........................60
SECTION 3.03. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts..........................61
SECTION 3.04. Custodial Account and Collection Account......................64
SECTION 3.05. Permitted Withdrawals From the Custodial Account and the
Collection Account............................................67
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<PAGE>
Page
----
SECTION 3.06. Investment of Funds in the Servicing Accounts, the Reserve
Accounts, the Custodial Account, the Collection Account
and the REO Account...........................................71
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.........................................73
SECTION 3.08. Enforcement of Alienation Clauses.............................75
SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required
Appraisals....................................................76
SECTION 3.10. Trustee and Custodian to Cooperate; Release of Mortgage
Files.........................................................79
SECTION 3.11. Servicing Compensation........................................80
SECTION 3.12. Property Inspections; Collection of Financial Statements;
Delivery of Certain Reports...................................83
SECTION 3.13. Annual Statement as to Compliance.............................86
SECTION 3.14. Reports by Independent Public Accountants.....................86
SECTION 3.15. Access to Certain Information.................................87
SECTION 3.16. Title to REO Property; REO Account............................87
SECTION 3.17. Management of REO Property....................................88
SECTION 3.18. Sale of Mortgage Loans and REO Properties.....................91
SECTION 3.19. Additional Obligations of Servicer............................95
SECTION 3.20. Modifications, Waivers, Amendments and Consents...............95
SECTION 3.21. Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping......................................98
SECTION 3.22. Sub-Servicing Agreements.....................................100
SECTION 3.23. Representations and Warranties of the Master Servicer........102
SECTION 3.24. Representations and Warranties of the Special Servicer.......103
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions................................................106
SECTION 4.02. Statements to Certificateholders; CSSA Loan File Report......116
SECTION 4.03. P&I Advances.................................................123
SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
Expenses.....................................................125
SECTION 4.05. Calculations.................................................126
SECTION 4.06. Use of Agents................................................127
ARTICLE V
THE CERTIFICATES
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Page
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SECTION 5.01. The Certificates.............................................128
SECTION 5.02. Registration of Transfer and Exchange of Certificates........128
SECTION 5.03. Book-Entry Certificates......................................135
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates............136
SECTION 5.05. Persons Deemed Owners........................................137
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
AND THE CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01. Liability of Depositor, Master Servicer and Special
Servicer.....................................................138
SECTION 6.02. Merger, Consolidation or Conversion of Depositor, Master
Servicer or Special Servicer.................................138
SECTION 6.03. Limitation on Liability of Depositor, Master Servicer
and Special Servicer.........................................138
SECTION 6.04. Resignation of Master Servicer and the Special Servicer......139
SECTION 6.05. Rights of Depositor and Trustee in Respect of Master
Servicer and the Special Servicer............................140
SECTION 6.06. Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.......................................141
SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.........................................141
SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate with
Special Servicer.............................................141
SECTION 6.09. Designation of Special Servicer by the Controlling Class.....141
SECTION 6.10. Master Servicer or Special Servicer as Owner of a
Certificate..................................................142
SECTION 6.11. Certain Powers of the Controlling Class Representative.......143
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default............................................145
SECTION 7.02. Trustee to Act; Appointment of Successor.....................148
SECTION 7.03. Notification to Certificateholders...........................149
SECTION 7.04. Waiver of Events of Default..................................149
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.........149
-iii-
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
AND FISCAL AGENT
Page
----
SECTION 8.01. Duties of Trustee............................................150
SECTION 8.02. Certain Matters Affecting Trustee............................151
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans................152
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates................153
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of Trustee.....153
SECTION 8.06. Eligibility Requirements for Trustee.........................154
SECTION 8.07. Resignation and Removal of Trustee...........................154
SECTION 8.08. Successor Trustee............................................156
SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent..........156
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee................156
SECTION 8.11. Appointment of Custodians....................................157
SECTION 8.12. Appointment of Authenticating Agents.........................158
SECTION 8.13. Appointment of REMIC Administrators..........................159
SECTION 8.14. Access to Certain Information................................160
SECTION 8.15. Reports to the Securities and Exchange Commission;
Available Information .......................................162
SECTION 8.16. Representations and Warranties of Trustee....................162
SECTION 8.17. The Fiscal Agent.............................................164
SECTION 8.18. Representations and Warranties of Fiscal Agent...............165
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All Mortgage
Loans........................................................167
SECTION 9.02. Additional Termination Requirements..........................173
ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01. REMIC Administration.........................................175
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<PAGE>
Page
----
SECTION 10.02 Grantor Trust Administration...............................179
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment..................................................181
SECTION 11.02. Recordation of Agreement; Counterparts.....................183
SECTION 11.03. Limitation on Rights of Certificateholders.................183
SECTION 11.04. Governing Law..............................................184
SECTION 11.05. Notices....................................................184
SECTION 11.06. Severability of Provisions.................................185
SECTION 11.07. Grant of a Security Interest...............................185
SECTION 11.08. Streit Act.................................................185
SECTION 11.09. Successors and Assigns; Beneficiaries......................186
SECTION 11.10. Article and Section Headings...............................186
SECTION 11.11. Notices to Rating Agencies.................................186
SECTION 11.12. Global Opinions............................................188
SECTION 11.13. Complete Agreement.........................................188
-v-
<PAGE>
EXHIBITS
Exhibit No. Exhibit Description
- - ----------- -------------------
A-1 Form of Class [A-1][A-2][A-3] Certificate
A-2 Form of Class IO Certificate
A-3 Form of Class [B][C][D][E] Certificate
A-4 Form of Class [F][G][H][J][K][L][M] Certificate
A-5 Form of Class [R-I][R-II][R-III] Certificate
B Mortgage Loan Schedule
C Schedule of Exceptions to Mortgage File Delivery
D-1 Form of Master Servicer Request for Release
D-2 Form of Special Servicer Request for Release
E Calculation of NOI/Debt Service Coverage Ratios
F-1 Form of Transferor Certificate for Transfers of Definitive
Non-Registered Certificates
F-2A Form I of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2B Form II of Transferee Certificate for Transfers of Definitive
Non-Registered Certificates
F-2C Form I of Transferee Certificate for Transfers of Interests
in Book-Entry Non-Registered Certificates
F-2D Form II of Transferee Certificate for Transfers of Interests
in Book-Entry Non-Registered Certificates
G-1 Form I of Transferee Certificate in Connection with ERISA
(Definitive Non-Registered Certificates)
G-2 Form II of Transferee Certificate in Connection with ERISA
(Book-Entry Non-Registered Certificates)
H-1 Form of Transfer Affidavit and Agreement regarding Residual
Interest Certificates
H-2 Form of Transferor Certificate regarding Residual Interest
Certificates
I-1 Form of Notice and Acknowledgment
I-2 Form of Acknowledgment of Proposed Special Servicer
J Form of UCC-1 financing statement
K Form of Schedule of initial Certificate Owners of each Class of
Book-Entry Certificates
L Form of CSSA Loan File Report
M Form of CSSA Property File Report
N Form of Comparative Financial Status Report
O Form of REO Status Report
P Form of Watch List Report
Q Form of Delinquent Loan Status Report
R Form of Historical Loan Modification Report
-vi-
<PAGE>
Exhibit No. Exhibit Description
- - ----------- -------------------
S Form of Historical Loss Estimate Report
T Form of NOI Adjustment Worksheet
U Form of Operating Statement Analysis
V Form of Loan Payoff Notification Report
-vii-
<PAGE>
This Pooling and Servicing Agreement (this "Agreement") is dated
and effective as of February 1, 1998, among STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master
Servicer and Special Servicer, LASALLE NATIONAL BANK, as Trustee, and ABN AMRO
BANK N.V., as Fiscal Agent.
PRELIMINARY STATEMENT:
The Depositor intends to sell the Certificates to be issued
hereunder in multiple Classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Trust Fund to be created hereunder.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Mortgage Loans (exclusive of any collections of
Additional Interest on the ARD Loans after their respective Anticipated
Repayment Dates) and certain other related assets subject to this Agreement as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC I". The Class R-I Certificates will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
under federal income tax law. Except as provided below, each of the REMIC I
Regular Interests will relate to a specific Mortgage Loan. Each such REMIC I
Regular Interest will have: (i) subject to adjustment as provided herein, a
REMIC I Remittance Rate equal to the Net Mortgage Rate as of the Closing Date of
the related Mortgage Loan; and (ii) an initial Uncertificated Principal Balance
equal to the Cut-off Date Balance of the related Mortgage Loan. The Legal Final
Distribution Date of each of the REMIC I Regular Interests is the Distribution
Date in February 2030. None of the REMIC I Regular Interests will be
certificated.
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table sets forth the designation,
the REMIC II Remittance Rate and the initial Uncertificated Principal Balance
for each of the REMIC II Regular Interests. The Legal Final Distribution Date
for each REMIC II Regular Interest is the Distribution Date in February 2030.
None of the REMIC II Regular Interests will be certificated.
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<PAGE>
Initial
REMIC II Uncertificated
Designation Remittance Rate Principal Balance
----------- --------------- -----------------
A-1 Variable (1) $267,810,000
A-2 Variable (1) $308,000,000
A-3 Variable (1) $642,291,000
B Variable (1) $ 86,390,000
C Variable (1) $ 86,390,000
D Variable (1) $ 90,710,000
E Variable (1) $ 34,556,000
F Variable (1) $ 51,834,000
G Variable (1) $ 34,556,000
H Variable (1) $ 17,278,000
J Variable (1) $ 43,195,000
K Variable (1) $ 17,278,000
L Variable (1) $ 17,278,000
M Variable (1) $ 30,251,629
- - ----------
(1) Calculated in accordance with the definition of "REMIC II Remittance
Rate".
As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III". The Class R-III Certificates will evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
Class designation, Pass-Through Rate, initial Class Principal Balance and
Assumed Final Distribution Date for each Class of the Regular Interest
Certificates. For federal income tax purposes, each Class of the Regular
Interest Certificates (other than the Class IO Certificates) and each of the
fourteen Components of the Class IO Certificates will be designated as a
separate "regular interest" in REMIC III. The Legal Final Distribution for each
Class of Regular Interest Certificates (or, in the case of the Class IO
Certificates, for each of the fourteen Components thereof) is the Distribution
Date in February 2030.
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<PAGE>
Class Pass-Through Initial Class Assumed Final
Designation Rate Principal Balance Distribution Date
- - ----------- ---- ----------------- -----------------
Class A-1 6.33% $267,810,000 November 18, 2004
Class A-2 6.40% $308,000,000 August 18, 2007
Class A-3 6.48% $642,291,000 January 18, 2008
Class B 6.59% $ 86,390,000 January 18, 2008
Class C 6.68% $ 86,390,000 February 18, 2008
Class D 6.98% $ 90,710,000 April 18, 2012
Class E 7.00% $ 34,556,000 November 18, 2012
Class IO Variable (1) (2) February 18, 2028
Class F 6.30% $ 51,834,000 January 18, 2013
Class G 6.30% $ 34,556,000 January 18, 2013
Class H 6.30% $ 17,278,000 January 18, 2013
Class J 6.30% $ 43,195,000 January 18, 2015
Class K 6.30% $ 17,278,000 September 18, 2016
Class L 6.30% $ 17,278,000 November 18, 2017
Class M 6.30% $ 30,251,629 February 18, 2028
- - ----------
(1) Calculated in accordance with the definition of "Pass-Through Rate".
(2) The Class IO Certificates will not have a Class Principal Balance, and
will not be entitled to receive distributions of principal. As more
specifically provided herein, interest in respect of such Certificates
will consist of the aggregate amount of interest accrued on the respective
Component Notional Amounts of its Components from time to time.
As provided herein, the Trustee shall take all actions necessary to
ensure that the portion of the Trust Fund consisting of the Grantor Trust Assets
maintains its status as a Grantor Trust under the Code.
The aggregate Cut-off Date Balance of the Mortgage Loans, the
initial aggregate Uncertificated Principal Balance of the REMIC I Regular
Interests, the initial aggregate Uncertificated Principal Balance of the REMIC
II Regular Interests and the initial aggregate Class Principal Balance of the
respective Classes of Regular Interest Certificates (other than the Class IO
Certificates) will in each case be $1,727,817,629.
Capitalized terms used in this Preliminary Statement have the
respective meanings assigned thereto in Section 1.01.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent agree as follows:
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<PAGE>
ARTICLE I
DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.
"Accrued Certificate Interest": With respect to any Class of
Sequential Pay Certificates for any Distribution Date, one month's interest at
the Pass-Through Rate applicable to such Class of Certificates for such
Distribution Date, accrued during the related Interest Accrual Period on the
related Class Principal Balance outstanding immediately prior to such
Distribution Date. With respect to the Class IO Certificates for any
Distribution Date, the aggregate Accrued Component Interest for all of its
Components for such Distribution Date. Accrued Certificate Interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
"Accrued Component Interest": With respect to each Component of the
Class IO Certificates for any Distribution Date, one month's interest at the
Pass-Through Rate applicable to such Component for such Distribution Date,
accrued during the related Interest Accrual Period on the Component Notional
Amount of such Component outstanding immediately prior to such Distribution
Date. Accrued Component Interest shall be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Acquisition Date": With respect to any REO Property, the first day
on which such REO Property is considered to be acquired by the Trust Fund within
the meaning of Treasury Regulations Section 1.856-6(b)(1), which is the first
day on which the Trust Fund is treated as the owner of such REO Property for
federal income tax purposes.
"Additional Information": As defined in Section 4.02(a).
"Additional Interest": With respect to any ARD Loan after its
Anticipated Repayment Date, all interest accrued on the principal balance of
such ARD Loan at the Additional Interest Rate (the payment of which interest
shall, under the terms of such Mortgage Loan, be deferred until the entire
outstanding principal balance of such ARD Loan has been paid), together with all
interest, if any, accrued at the related Mortgage Rate on such deferred
interest. For purposes of this Agreement, Additional Interest on an ARD Loan or
any successor REO Loan shall be deemed not to constitute principal or any
portion thereof and shall not be added to the unpaid principal balance or Stated
Principal Balance of such ARD Loan or successor REO Loan, notwithstanding that
the terms of the related loan documents so permit. To the extent that any
Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.
-4-
<PAGE>
"Additional Interest Rate": With respect to any ARD Loan after its
Anticipated Repayment Date, the incremental increase in the Mortgage Rate for
such Mortgage Loan resulting from the passage of such Anticipated Repayment
Date.
"Additional Trust Fund Expense": Any of the following: (i) any
Special Servicing Fees, Liquidation Fees, Workout Fees and, in accordance with
Sections 3.03(d) and 4.03(d), interest on Advances payable to the Master
Servicer, the Special Servicer, the Trustee and/or the Fiscal Agent; (ii) any of
the expenses of the Trust Fund that may be withdrawn pursuant to any of clauses
(ix), (xi), (xii), (xiii) and (xv) of Section 3.05(a) out of general collections
on the Mortgage Loans and REO Properties on deposit in the Custodial Account;
and (iii) any of the expenses of the Trust Fund (other than Trustee Fees) that
may be withdrawn pursuant to any of clauses (ii), (iv), (v) and (vi) of Section
3.05(b) out of general collections on the Mortgage Loans and REO Properties on
deposit in the Collection Account; provided that, for purposes of the
allocations contemplated by Section 4.04, no such expense shall have been
incurred until such time as the payment thereof is actually made from the
Custodial Account or the Collection Account, as the case may be.
"Additional Yield Amount": With respect to any Distribution Date
and any Class of Sequential Pay Certificates (other than any Excluded Class
thereof) entitled to distributions of principal pursuant to Section 4.01(a) on
such Distribution Date, provided that a Prepayment Premium or Yield Maintenance
Charge was actually collected on a Mortgage Loan or an REO Loan during the
related Collection Period, the product of (a) such Prepayment Premium or Yield
Maintenance Charge, as the case may be, net of any portion thereof payable as a
Workout Fee or a Liquidation Fee, multiplied by (b) a fraction, which in no
event will be greater than one, the numerator of which is equal to the positive
excess, if any, of (i) the Pass-Through Rate for such Class of Sequential Pay
Certificates over (ii) the related Discount Rate, and the denominator of which
is equal to the positive excess, if any, of (i) the Mortgage Rate for such
Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount
Rate, multiplied by (c) a fraction, the numerator of which is equal to the
amount of principal distributable on such Class of Sequential Pay Certificates
on such Distribution Date pursuant to Section 4.01(a), and the denominator of
which is equal to the Principal Distribution Amount for such Distribution Date.
"Administrative Cost Rate": With respect to each Mortgage Loan, as
specified in the Mortgage Loan Schedule, the sum of the related Master Servicing
Fee Rate and the Trustee Fee Rate.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse Grantor Trust Event:" As defined in Section 10.02(e).
"Adverse REMIC Event": As defined in Section 10.01(i).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
-5-
<PAGE>
"Agreement": This Pooling and Servicing Agreement, together with all
amendments hereof and supplements hereto.
"Annual Accountants' Report": As defined in Section 3.14
"Annual Performance Certification": As defined in Section 3.13.
"Anticipated Repayment Date": For each ARD Loan, the date specified
in the related Mortgage Note after which the Mortgage Rate for such ARD Loan
will increase as specified in the related Mortgage Note.
"Appraisal Reduction Amount": With respect to any Required Appraisal
Loan, an amount (calculated as of the Determination Date immediately following
the later of the date on which the subject Mortgage Loan became a Required
Appraisal Loan and the date on which the applicable Required Appraisal was
obtained) equal to the excess, if any, of (a) the sum of, without duplication,
(i) the Stated Principal Balance of the subject Required Appraisal Loan, (ii) to
the extent not previously advanced by or on behalf of the Master Servicer, the
Trustee or the Fiscal Agent, all unpaid interest on the Required Appraisal Loan
through the most recent Due Date prior to such Determination Date at a per annum
rate equal to the related Mortgage Rate (net of related Master Servicing Fees
and, in the case of an ARD Loan after its Anticipated Repayment Date, Additional
Interest), (iii) all accrued but unpaid Servicing Fees and Additional Trust Fund
Expenses in respect of such Required Appraisal Loan, (iv) all related
unreimbursed Advances (plus accrued interest thereon) made by or on behalf of
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent with
respect to such Required Appraisal Loan and (v) all currently due and unpaid
real estate taxes and assessments, insurance premiums, and, if applicable,
ground rents, and any unfunded improvement reserves, in respect of the related
Mortgaged Property (in each case, net of any amounts escrowed for such items)
over (b) the Required Appraisal Value.
"Appraised Value": With respect to each Mortgaged Property, the
appraised value thereof based upon the most recent appraisal or update thereof
that is contained in the related Servicing File.
"ARD Loan": Any Mortgage Loan that provides that if the unamortized
principal balance thereof is not repaid on its Anticipated Repayment Date, such
Mortgage Loan will accrue additional interest at the rate specified in the
related Mortgage Note and the Mortgagor is required to apply excess monthly cash
flow generated by the related Mortgaged Property to the repayment of the
outstanding principal balance on such Mortgage Loan.
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the Mortgagor in connection with the origination of the related
Mortgage Loan.
-6-
<PAGE>
"Assumed Final Distribution Date": For each Class of Regular
Interest Certificates, the date so designated for such Class in the table in the
Preliminary Statement (determined as described in the Prospectus Supplement).
"Assumed Scheduled Payment": With respect to any Balloon Mortgage
Loan for its Stated Maturity Date (provided that such Mortgage Loan has not been
paid in full on or before such date and no other Liquidation Event has occurred
in respect thereof) and for any subsequent Due Date therefor as of which such
Mortgage Loan remains outstanding and part of the Trust Fund, the scheduled
monthly payment of principal and/or interest deemed to be due in respect thereof
on such Due Date equal to the Scheduled Payment that would have been due in
respect of such Mortgage Loan on such Due Date if it had been required to
continue to pay in accordance with the amortization schedule in effect on the
Closing Date and without regard to the occurrence of its Stated Maturity Date.
With respect to any REO Loan, for any Due Date therefor as of which the related
REO Property remains part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due in respect thereof on such Due Date
equal to the Scheduled Payment that would have been due in respect of the
predecessor Mortgage Loan on such Due Date had it remained outstanding (or, if
the predecessor Mortgage Loan was a Balloon Mortgage Loan and such Due Date
coincides with or follows what had been its Stated Maturity Date, the Assumed
Scheduled Payment that would have been deemed due in respect of the predecessor
Mortgage Loan on such Due Date had it remained outstanding).
"Authenticating Agent": Any authenticating agent appointed pursuant
to Section 8.12 (or, in the absence of any such appointment, the Trustee).
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of, without duplication, (i) the aggregate
of the amounts on deposit in the Custodial Account and the Collection Account as
of the close of business on the related Determination Date and the amounts
collected by or on behalf of the Master Servicer as of the close of business on
such Determination Date and required to be (but, as of such time, not yet)
deposited in the Custodial Account, (ii) the aggregate amount of any P&I
Advances made by the Master Servicer, the Trustee and the Fiscal Agent for
distribution on the Certificates on such Distribution Date pursuant to Section
4.03, (iii) the aggregate amount transferred from the REO Account (if
established) to the Custodial Account during the month of such Distribution
Date, on or prior to the P&I Advance Date in such month, pursuant to Section
3.16(c), and (iv) the aggregate amount deposited by the Master Servicer in the
Collection Account for such Distribution Date pursuant to Section 3.19(a) in
connection with Prepayment Interest Shortfalls, net of (b) the portion of the
amount described in subclauses (a)(i) and (a)(iii) of this definition that
represents one or more of the following: (i) collected Monthly Payments that are
due on a Due Date following the end of the related Collection Period, (ii) any
amounts payable or reimbursable to any Person from (A) the Custodial Account
pursuant to clauses (ii) through (xv) of Section 3.05(a) or (B) the Collection
Account pursuant to clauses (ii) through (vii) of Section 3.05(b), (iii)
Prepayment Premiums and Yield Maintenance Charges, (iv) Additional Interest
collected in respect of the ARD Loans after their
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respective Anticipated Repayment Dates, and (v) any amounts deposited in the
Custodial Account or the Collection Account in error.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification entered into as of the Closing Date
provides for an amortization schedule extending beyond its Stated Maturity Date
and as to which, in accordance with such terms, the Scheduled Payment due on its
Stated Maturity Date is at least two times larger than the Scheduled Payment due
on the Due Date next preceding its Stated Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the Scheduled Payment payable on the Stated Maturity
Date of such Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.
"Book-Entry Subordinated Certificate": Any Subordinated Certificate
that constitutes a Book-Entry Certificate.
"Breach": As defined in Section 2.03(a).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or in each of the cities in
which the Corporate Trust Office of the Trustee and the Primary Servicing
Offices of the Master Servicer and the Special Servicer are located, are
authorized or obligated by law or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the LB Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 1998-C1, as executed by
the Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.
"Certificate Factor": With respect to any Class of Regular Interest
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to six places, the numerator of which is the then current Class
Principal Balance or Class Notional Amount, as the case may be, of such Class of
Regular Interest Certificates, and the denominator of which is the Original
Class
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Principal Balance or Original Class Notional Amount, as the case may be, of such
Class of Regular Interest Certificates.
"Certificate Notional Amount": With respect to any Class IO
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the then Certificate Factor for the
Class IO Certificates, multiplied by (b) the amount specified on the face of
such Certificate as the initial Certificate Notional Amount thereof.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the then Certificate
Factor for the Class of Sequential Pay Certificates to which such Certificate
belongs, multiplied by (b) the amount specified on the face of such Certificate
as the initial Certificate Principal Balance thereof.
"Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.
"Certificateholder": The Person in whose name a Certificate is
registered in the Certificate Register, except that (i) neither a Disqualified
Organization nor a Non-United States Person shall be Holder of a Residual
Interest Certificate for any purpose hereof and, (ii) solely for the purposes of
giving any consent, approval or waiver pursuant to this Agreement that relates
to any of the Depositor, the Mortgage Loan Seller, the Master Servicer, the
Special Servicer, the Fiscal Agent or the Trustee in its respective capacity as
such (except with respect to amendments referred to in Section 11.01 hereof, any
consent, approval or waiver by, of or relating to the Majority Subordinate
Certificateholder or the Controlling Class Representative and any election,
removal or replacement of the Special Servicer or the Controlling Class
Representative pursuant to Section 6.09), any Certificate registered in the name
of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Fiscal Agent or the Trustee, as the case may be, or any
Certificate registered in the name of any of its Affiliates, shall be deemed not
to be outstanding, and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval or waiver that relates to
it has been obtained. The Certificate Registrar shall be entitled to request and
rely upon a certificate of the Depositor, the Master Servicer or the Special
Servicer in determining whether a Certificate is registered in the name of an
Affiliate of such Person. All references herein to "Certificateholders" or
"Holders" shall reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and the Depository Participants,
except as otherwise specified herein; provided, however, that the parties hereto
shall be required to recognize as a "Certificateholder" or "Holder" only the
Person in whose name a Certificate is registered in the Certificate Register.
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"Certificateholder Reports": As defined in Section 4.02(a).
"Class": Collectively, all of the Certificates bearing the same
alphabetical and, if applicable, numerical class designation.
"Class A Certificates": The Class A-1, Class A-2 and Class A-3
Certificates.
"Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
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"Class H Certificate": Any of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class IO Certificate": Any one of the Certificates with a "Class
IO" designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing a portion of each of the Components, each of
which Components shall constitute a separate "regular interest" in REMIC III for
purposes of the REMIC Provisions.
"Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class K Certificate": Any of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class L Certificate": Any of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class M Certificate": Any of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.
"Class Notional Amount": As of any date of determination, the then
aggregate of the Component Notional Amounts of all the Components of the Class
IO Certificates.
"Class Principal Balance": The aggregate principal amount of any
Class of Regular Interest Certificates (other than the Class IO Certificates)
outstanding as of any date of determination. As of the Closing Date, the Class
Principal Balance of each such Class of Certificates shall equal the Original
Class Principal Balance thereof. On each Distribution Date, the Class Principal
Balance of each such Class of Certificates shall be permanently reduced by the
amount of any distributions of principal made thereon on such Distribution Date
pursuant to Section 4.01 or 9.01, as applicable, and shall be further
permanently reduced by the amount of any Realized Losses and Additional Trust
Fund Expenses allocated thereto on such Distribution Date pursuant to Section
4.04(a).
"Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions.
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"Class R-II Certificate": Any one of the Certificates with a "Class
R-II" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.
"Class R-III Certificate": Any one of the Certificates with a "Class
R-III" designation on the face thereof, substantially in the form of Exhibit A-5
attached hereto, and evidencing a portion of the sole class of "residual
interests" in REMIC III for purposes of the REMIC Provisions.
"Closing Date": March 11, 1998.
"Code": The Internal Revenue Code of 1986.
"Collection Account": The segregated account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b), which shall be entitled
"LaSalle National Bank, as Trustee, in trust for the registered holders of LB
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
1998-C1".
"Collection Period": With respect to any Distribution Date, the
period commencing on the day immediately following the Determination Date in the
calendar month preceding the month in which such Distribution Date occurs (or,
in the case of the initial Distribution Date, commencing immediately following
the Cut-off Date) and ending on and including the Determination Date in the
calendar month in which such Distribution Date occurs.
"Comparative Financial Status Report": A report substantially
containing the information described in Exhibit N attached hereto, including,
among other things, the occupancy and Debt Service Coverage Ratio for each
Mortgage Loan or the related Mortgaged Property, as applicable, as of the
Determination Date immediately preceding the preparation of such report and the
revenue and net operating income for each of three periods (to the extent such
information is available): (i) the most current available year-to-date, (ii) the
previous two full fiscal years, and (iii) the "base year" (representing the
original analysis of information used as of the Cut-off Date). For the purposes
of the Master Servicer's production of any such report that is required to state
information for any period prior to the Cut-off Date, the Master Servicer may
conclusively rely (without independent verification), absent manifest error, on
information provided to it by the Mortgage Loan Seller, the related Mortgagor or
the Special Servicer (if other than the Master Servicer or an Affiliate
thereof).
"Component": Each of Component IO-A-1, Component IO-A-2, Component
IO-A-3, Component IO-B, Component IO-C, Component IO-D, Component IO-E,
Component IO-F, Component IO-G, Component IO-H, Component IO-J, Component IO-K,
Component IO-L, Component IO-M, each evidencing a separate "regular interest" in
REMIC III for purposes of the REMIC Provisions. Such Components are collectively
evidenced by the Class IO Certificates.
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"Component IO-A-1": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest A-1 outstanding from time to
time.
"Component IO-A-2": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest A-2 outstanding from time to
time.
"Component IO-A-3": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest A-3 outstanding from time to
time.
"Component IO-B": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest B outstanding from time to time.
"Component IO-C": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest C outstanding from time to time.
"Component IO-D": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest D outstanding from time to time.
"Component IO-E": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest E outstanding from time to time.
"Component IO-F": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest F outstanding from time to time.
"Component IO-G": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest G outstanding from time to time.
"Component IO-H": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest H outstanding from time to time.
"Component IO-J": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest J outstanding from time to time.
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"Component IO-K": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest K outstanding from time to time.
"Component IO-L": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest L outstanding from time to time.
"Component IO-M": One of fourteen components of the Class IO
Certificates having a Component Notional Amount equal to the Uncertificated
Principal Balance of REMIC II Regular Interest M outstanding from time to time.
"Component Notional Amount": The notional amount on which any of the
Components accrue interest, which, in the case of any Component, as of any date
of determination, is equal to the then current Uncertificated Principal Balance
of the Corresponding REMIC II Regular Interest.
"Controlling Class": As of any date of determination, the
outstanding Class of Sequential Pay Certificates that (a) bears the latest
alphabetical Class designation and (b) has a Class Principal Balance which is
greater than 25% of the Original Class Principal Balance of such Class;
provided, however, that if no Class of Sequential Pay Certificates has a Class
Principal Balance greater than 25% of its Original Class Principal Balance, the
Controlling Class shall be the outstanding Class of Sequential Pay Certificates
bearing the latest alphabetical Class designation. With respect to determining
the Controlling Class, the Class A-1, Class A-2 and Class A-3 Certificates shall
be deemed a single Class of Certificates.
"Controlling Class Representative": As defined in Section 6.09.
"Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60674-4107, Attention: Asset-Backed Securities Trust Services
Group-LB Commercial Mortgage Trust 1998-C1.
"Corrected Mortgage Loan": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the related
Mortgaged Property becoming an REO Property).
"Corresponding REMIC II Regular Interest": With respect to any Class
of Sequential Pay Certificates, the REMIC II Regular Interest that has an
alphabetical and, if applicable, numerical designation that is the same as the
alphabetical and, if applicable, numerical Class designation for such Class of
Sequential Pay Certificates; and, with respect to any Component of the Class IO
Certificates,
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the REMIC II Regular Interest that has an alphabetical and, if applicable,
numerical designation that, when preceded by "IO-", is the same as the
alphabetical and, if applicable, numerical designation for such Component of the
Class IO Certificates.
"Cross-Collateralized Group": Any group of Mortgage Loans that is
cross-defaulted and cross-collateralized with each other.
"Cross-Collateralized Mortgage Loan": Any Mortgage Loan that is
cross-defaulted and cross-collateralized with any other Mortgage Loan.
"CSSA Loan File Report": The monthly report in the "CSSA loan file"
format containing such information for the Mortgage Loans as may be reasonably
requested by the Depositor, which report shall be substantially in the form
attached hereto as Exhibit L. The initial data for this report shall be provided
by the Depositor.
"CSSA Property File Report": The monthly report in the "CSSA
property file" format containing such information for each Mortgaged Property as
may be reasonably requested by the Depositor, which report shall be
substantially in the form attached hereto as Exhibit M. The initial data for
this report shall be provided by the Depositor.
"Custodial Account": The segregated account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the
Trustee in trust for Certificateholders, which shall be entitled "GMAC
Commercial Mortgage Corporation, as Master Servicer, in trust for the registered
holders of LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1".
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of
the Depositor or the Mortgage Loan Seller.
If no such custodian has been appointed or if such custodian has been so
appointed, but the Trustee shall have terminated such appointment, then the
Trustee shall be the Custodian.
"Cut-off Date": February 1, 1998.
"Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date, net
of all unpaid payments of principal due in respect thereof on or before such
date.
"DCR": Duff & Phelps Credit Rating Co. or its successor in interest.
If neither such rating agency nor any successor remains in existence, "DCR"
shall be deemed to refer to such other nationally recognized statistical rating
agency or other comparable Person designated by the Depositor, notice of which
designation shall be given to the Trustee, the Fiscal Agent, the Master
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Servicer and the Special Servicer, and specific ratings of Duff & Phelps Credit
Rating Co. herein referenced shall be deemed to refer to the equivalent ratings
of the party so designated.
"Debt Service Coverage Ratio": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.
"Default Interest": With respect to any Mortgage Loan (or successor
REO Loan), any amounts collected thereon, other than late payment charges,
Prepayment Premiums or Yield Maintenance Charges, that represent penalty
interest (arising out of a default) in excess of interest accrued on the
principal balance of such Mortgage Loan (or successor REO Loan) at the related
Mortgage Rate.
"Defaulted Mortgage Loan": A Specially Serviced Mortgage Loan (i)
that is delinquent in an amount equal to at least two Monthly Payments (not
including the Balloon Payment) or is delinquent thirty days or more in respect
of its Balloon Payment, in either case such delinquency to be determined without
giving effect to any grace period permitted by the related Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related
Mortgage and Mortgage Note, or (ii) as to which the Master Servicer or the
Special Servicer has, by written notice to the related Mortgagor, accelerated
the maturity of the indebtedness evidenced by the related Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defeasance Collateral": With respect to any Defeasance Loan, the
United States Treasury obligations required or permitted to be pledged in lieu
of prepayment pursuant to the terms thereof.
"Defeasance Loan": Any Mortgage Loan which requires the related
Mortgagor (or permits the holder of such Mortgage Loan to require the related
Mortgagor) to pledge Defeasance Collateral to such holder in lieu of prepayment.
"Definitive Certificate": As defined in Section 5.03(a).
"Definitive Non-Registered Certificate": Any Non-Registered
Certificate that has been issued as a Definitive Certificate.
"Definitive Subordinated Certificate": Any Subordinated Certificate
that has been issued as a Definitive Certificate.
"Delinquent Loan Status Report": A report substantially containing
the information described in Exhibit Q attached hereto, including, among other
things, those Mortgage Loans which, as of the close of business on the
Determination Date immediately preceding the preparation of such
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report, were (1) delinquent 30-59 days, (2) delinquent 60-89 days, (3)
delinquent 90 days or more, (4) current but specially serviced, or (5) were in
foreclosure but were not REO Property.
"Depositor": Structured Asset Securities Corporation or its
successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named as contemplated by Section 5.03(c). The nominee of
the initial Depository for purposes of registering those Certificates that are
to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Determination Date": With respect to any Distribution Date, the
10th day of the month in which such Distribution Date occurs, or if such 10th
day is not a Business Day, the Business Day immediately preceding.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale or lease,
the performance of any construction work thereon or any use of such REO Property
in a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer or any
Sub-Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Special Servicer or
any Sub-Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance, or makes
decisions as to repairs or capital expenditures with respect to such REO
Property.
"Discount Rate": With respect to any prepaid Mortgage Loan or REO
Loan for purposes of allocating any Prepayment Premium or Yield Maintenance
Charge received thereon or with respect thereto among the respective Classes of
the Sequential Pay Certificates (other than any Excluded Class thereof), an
amount equal to the yield (when compounded monthly) on the U.S. Treasury issue
(primary issue) with a maturity date closest to the maturity date for such
prepaid Mortgage Loan or REO Loan. In the event there are two such U.S. Treasury
issues (a) with the same coupon, the issue with the lower yield shall apply, and
(b) with maturity dates equally close to the maturity date for the prepaid
Mortgage Loan or REO Loan, the issue with the earliest maturity date shall
apply.
"Disqualified Organization": Any of the following: (i) the United
States or a possession thereof, any State or any political subdivision thereof,
or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are
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subject to tax and, except for FHLMC, a majority of its board of directors is
not selected by any such governmental unit), (ii) a foreign government,
international organization, or any agency or instrumentality of either of the
foregoing, (iii) any organization (except certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (unless such organization is subject to the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381 of the Code or (v)
any other Person so designated by the Trustee or the REMIC Administrator based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Interest Certificate by such Person may cause the Trust Fund or any
Person having an Ownership Interest in any Class of Certificates, other than
such Person, to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Interest Certificate to such Person. The terms "United
States", "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
"Distributable Certificate Interest": With respect to any Class of
Regular Interest Certificates for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date, multiplied by (ii) a
fraction, expressed as a decimal, the numerator of which is the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, and the denominator of which is the aggregate Accrued
Certificate Interest in respect of all the Classes of Regular Interest
Certificates for such Distribution Date.
"Distribution Date": The 18th day of any month, or if such 18th day
is not a Business Day, the Business Day immediately following, commencing in
March 1998.
"Distribution Date Statement": As defined in Section 4.02(a).
"Document Defect": As defined in Section 2.03(a).
"Due Date": With respect to: (i) any Mortgage Loan on or prior to
its Stated Maturity Date, the day of the month set forth in the related Mortgage
Note on which each Monthly Payment on such Mortgage Loan is scheduled to be
first due; (ii) any Mortgage Loan after its Stated Maturity Date, the day of the
month set forth in the related Mortgage Note on which each Monthly Payment on
such Mortgage Loan had been scheduled to be first due; and (iii) any REO Loan,
the day of the month set forth in the related Mortgage Note on which each
Monthly Payment on the related Mortgage Loan had been scheduled to be first due.
"Eligible Account": Any of (i) an account maintained with a federal
or state chartered depository institution or trust company, the long-term
deposit or unsecured debt obligations of which (or of such institution's parent
holding company) are rated "A2" by Moody's and "A" by DCR (if then rated by DCR)
(or, in the case of either Rating Agency, such lower rating as will not result
in qualification, downgrade or withdrawal of any of the ratings then assigned to
the Certificates by such
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Rating Agency, as evidenced in writing by such Rating Agency) at any time such
funds are on deposit therein (if such funds are to be held for more than 30
days), or the short-term deposits of which (or of such institution's parent
holding company) are rated "P-1" by Moody's and "D-1+" by DCR (if then rated by
DCR) (or, in the case of either Rating Agency, such lower rating as will not
result in qualification, downgrade or withdrawal of the ratings then assigned to
the Certificates by such Rating Agency, as evidenced in writing by such Rating
Agency), at any time such funds are on deposit therein (if such funds are to be
held for 30 days or less), or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity, which, in the case of a state
chartered depository institution or trust company, is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 CFR ss.
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority, or (iii) any other account, the use of which would not, in and of
itself, cause a qualification, downgrade or withdrawal of the then-current
rating assigned by either Rating Agency to any Class of Certificates, as
confirmed in writing by each Rating Agency whose rating criteria specified in
clause (i) of this definition has not been satisfied.
"Environmental Assessment": A "Phase I assessment" as described in
and meeting the criteria of Chapter 5 of the FNMA Multifamily Guide and an ASTM
Standard for Environmental Site Assessments, each as amended from time to time.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"Escrow Payment": Any payment received by the Master Servicer or the
Special Servicer for the account of any Mortgagor for application toward the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and other items for which an escrow has been created in respect of
the related Mortgaged Property.
"Event of Default": One or more of the events described in Section
7.01(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Excluded Class": Any Class of Sequential Pay Certificates other
than the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates and Class G Certificates.
"FDIC": The Federal Deposit Insurance Corporation or any successor.
"FHLMC": The Federal Home Loan Mortgage Corporation or any
successor.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Mortgage Loan or REO Property (other than a
Mortgage Loan that was paid in full and other than a Mortgage Loan or REO
Property, as the case may be, that was purchased by the Mortgage Loan Seller
pursuant to the Mortgage Loan Purchase Agreement, by the Majority Subordinate
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Certificateholder pursuant to Section 3.18(b), by the Master Servicer or the
Special Servicer pursuant to Section 3.18(c) or by the Depositor, the Master
Servicer, the Special Servicer, the Underwriter or the Majority Subordinate
Certificateholder pursuant to Section 9.01) that there has been a recovery of
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
that the Special Servicer has determined, in accordance with the Servicing
Standard, will be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation, or its successor in interest, in its capacity as fiscal agent
hereunder, or any successor fiscal agent appointed as herein provided.
"FNMA": The Federal National Mortgage Association or any successor.
"Global Opinion": As defined in Section 11.12.
"Grantor Trust": That certain "grantor trust" (within the meaning of
the Grantor Trust Provisions), the assets of which are the Grantor Trust Assets.
"Grantor Trust Assets": Any Additional Interest collected with
respect to an ARD Loan after its Anticipated Repayment Date.
"Grantor Trust Provisions": Subpart E of Subchapter J of the Code.
"Ground Lease": With respect to any Mortgage Loan for which the
Mortgagor has a leasehold interest in the related Mortgaged Property, the lease
agreement creating such leasehold interest.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations now existing or hereafter enacted, and specifically
including, without limitation, asbestos and asbestos-containing materials,
polychlorinated biphenyls ("PCBs"), radon gas, petroleum and petroleum products
and urea formaldehyde.
"Historical Loan Modification Report": A report substantially
containing the information described in Exhibit R attached hereto, and setting
forth, among other things, those Mortgage Loans which, as of the close of
business on the Determination Date immediately preceding the preparation of such
report, have been modified pursuant to this Agreement (i) during the related
Collection Period and (ii) since the Cut-off Date, showing the original and the
revised terms thereof.
"Historical Loss Estimate Report": A report substantially containing
the information described in Exhibit S attached hereto, and setting forth, among
other things, as of the close of business on the Determination Date immediately
preceding the preparation of such report, (i) the aggregate amount of
Liquidation Proceeds and expenses relating to each Final Recovery
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Determination made, both during the related Collection Period and historically,
and (ii) the amount of Realized Losses occurring during the related Collection
Period and historically, set forth on a Mortgage Loan-by-Mortgage Loan basis.
"Holder": A Certificateholder.
"HUD-Approved Servicer": A servicer that is a mortgagee approved by
the Secretary of Housing and Urban Development pursuant to Sections 203, 207 and
211 of the National Housing Act.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer and any and all Affiliates
thereof, (ii) does not have any direct financial interest in or any material
indirect financial interest in any of the Depositor, the Mortgage Loan Seller,
the Master Servicer, the Special Servicer or any Affiliate thereof, and (iii) is
not connected with the Depositor, the Mortgage Loan Seller, the Master Servicer,
the Special Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer
or any Affiliate thereof merely because such Person is the beneficial owner of
1% or less of any class of securities issued by the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer or any Affiliate thereof, as
the case may be.
"Independent Appraiser": An Independent professional real estate
appraiser who (i) is a member in good standing of the Appraisal Institute, (ii)
if the state in which the subject Mortgaged Property is located certifies or
licenses appraisers, is certified or licensed in such state, and (iii) has a
minimum of five years experience in the subject property type and market.
"Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund, delivered to the
Trustee), so long as REMIC I does not receive or derive any income from such
Person and provided that the relationship between such Person and REMIC I is at
arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5), or any other Person upon receipt by the Trustee of an Opinion of
Counsel, which shall be at no expense to the Master Servicer, the Special
Servicer, the Trustee or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code, or
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cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.
"Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the
related Mortgaged Property.
"Insurance Proceeds": Proceeds paid under any Insurance Policy, to
the extent such proceeds are not applied to the restoration of the related
Mortgaged Property, released to the Mortgagor, or any tenants or ground lessors,
as the case may be, pursuant to the terms of the related Mortgage or lease, in
accordance with the Servicing Standard.
"Interest Accrual Basis": The basis on which interest accrues in
respect of any Mortgage Loan, any REMIC I Regular Interest, any REMIC II Regular
Interest, any Class of Regular Interest Certificates or any particular Component
of the Class IO Certificates, in each case consisting of one of the following:
(i) a 360-day year consisting of twelve 30-day months; (ii) actual number of
days elapsed in a 360-day year; (iii) actual number of days elapsed in a 365-day
year; or (iv) actual number of days elapsed in an actual calendar year (taking
account of leap year).
"Interest Accrual Period": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular Component of the Class IO Certificates, for any
Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs.
"Interested Person": The Depositor, the Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Holder of a Certificate, or any
Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.
"Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Collection Period, other than Default Interest,
whether as payments, Insurance Proceeds, Liquidation Proceeds or otherwise,
which represent late collections of the principal and/or interest portions of a
Scheduled Payment (other than a Balloon Payment) or an Assumed Scheduled Payment
in respect of such Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period, or on a Due Date coinciding with or preceding the Cut-off
Date, and not previously recovered. With respect to any REO Loan, all amounts
received in connection with the related REO Property during any Collection
Period, whether as Insurance Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of the principal and/or interest
portions of a Scheduled Payment (other than a Balloon Payment) or an Assumed
Scheduled Payment in respect of the
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predecessor Mortgage Loan or of an Assumed Scheduled Payment in respect of such
REO Loan due or deemed due on a Due Date in a previous Collection Period and not
previously recovered.
"Legal Final Distribution Date": With respect to any REMIC I
Regular Interest, any REMIC II Regular Interest, any Class of Regular Interest
Certificates or any particular Component of the Class IO Certificates, the
"latest possible maturity date" thereof, calculated solely for purposes of
satisfying Treasury regulation section 1.860G-1(a)(4)(iii).
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the Mortgage Loan Seller pursuant to the Mortgage Loan
Purchase Agreement; or (iv) such Mortgage Loan is purchased by the Majority
Subordinate Certificateholder pursuant to Section 3.18(b), by the Master
Servicer or the Special Servicer pursuant to Section 3.18(c), or by the
Depositor, the Master Servicer, the Special Servicer, the Underwriter or the
Majority Subordinate Certificateholder pursuant to Section 9.01. With respect to
any REO Property (and the related REO Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; or (ii)
such REO Property is purchased by the Depositor, the Master Servicer, the
Special Servicer, the Underwriter or the Majority Subordinate Certificateholder
pursuant to Section 9.01.
"Liquidation Fee": With respect to each Specially Serviced Mortgage
Loan or REO Property (other than any Specially Serviced Mortgage Loan or REO
Property (i) repurchased by the Mortgage Loan Seller pursuant to Section 2.03
within 180 days of the Mortgage Loan Seller's notice or discovery of the Breach
or Document Defect giving rise to such repurchase obligation, (ii) purchased by
the Majority Subordinate Certificateholder pursuant to Section 3.18(b), (iii)
purchased by the Master Servicer or the Special Servicer pursuant to Section
3.18(c), or (iv) purchased by the Depositor, the Master Servicer, the Special
Servicer, the Underwriter or the Majority Subordinate Certificateholder pursuant
to Section 9.01), the fee designated as such and payable to the Special Servicer
pursuant to Section 3.11(c).
"Liquidation Fee Rate: With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.
"Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds and REO Revenues) received by the Master Servicer or the Special
Servicer in connection with: (i) the taking of all or a part of a Mortgaged
Property or REO Property by exercise of the power of eminent domain or
condemnation, subject, however, to the rights of any tenants and ground lessors,
as the case may be, and the terms of the related Mortgage; (ii) the liquidation
of a Mortgaged Property or other collateral constituting security for a
defaulted Mortgage Loan, through trustee's sale, foreclosure sale, REO
Disposition or otherwise, exclusive of any portion thereof required to be
released to the related Mortgagor in accordance with applicable law and the
terms and conditions of the related Mortgage Note and Mortgage; (iii) the
realization upon any deficiency judgment obtained against a Mortgagor; (iv) the
purchase of a Defaulted Mortgage Loan by the Majority Subordinate
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Certificateholder pursuant to Section 3.18(b) or by the Master Servicer or the
Special Servicer pursuant to Section 3.18(c) or any other sale thereof pursuant
to Section 3.18(d); (v) the repurchase of a Mortgage Loan by the Mortgage Loan
Seller pursuant to the Mortgage Loan Purchase Agreement; or (vi) the purchase of
a Mortgage Loan or REO Property by the Depositor, the Master Servicer, the
Special Servicer, the Underwriter or the Majority Subordinate Certificateholder
pursuant to Section 9.01.
"Loan Payoff Notification Report": A report substantially
containing the information described in Exhibit V attached hereto, and setting
forth for each Mortgage Loan as to which written notice of anticipated payoff
has been received as of the Determination Date immediately preceding the
preparation of such report, among other things, the control number, the property
name, the amount of principal expected to be paid, the expected date of payment
and the estimated amount of Yield Maintenance Charge or Prepayment Premium due.
"Lockout Period": With respect to any Mortgage Note that prohibits
the Mortgagor from prepaying such Mortgage Loan until a date specified in such
Mortgage Note, the period from the Closing Date until the such specified date.
"Majority Subordinate Certificateholder": As of any date of
determination, any single Holder of Certificates of the Controlling Class
entitled to greater than 50% of the Voting Rights allocated to such Class;
provided, however, that, if there is no single Holder of Certificates of the
Controlling Class entitled to greater than 50% of the Voting Rights allocated to
such Class, then the Majority Subordinate Certificateholder shall be the single
Holder of Certificates of the Controlling Class with the largest percentage of
Voting Rights allocated to such Class.
"Master Servicer": GMAC Commercial Mortgage Corporation or its
successor in interest, in its capacity as master servicer hereunder, or any
successor master servicer appointed as herein provided.
"Master Servicing Fee": With respect to each Mortgage Loan and REO
Loan, the fee payable to the Master Servicer pursuant to Section 3.11(a).
"Master Servicing Fee Rate": With respect to each Mortgage Loan, the
rate per annum that is 0.33 basis points (0.0033% per annum) less than the
Administrative Cost Rate specified for such Mortgage Loan in the Mortgage Loan
Schedule.
"Memorandum": The final Private Placement Memorandum dated March 9,
1998, relating to the Non-Registered Certificates delivered by the Depositor to
the Underwriter as of the Closing Date.
"Monthly Payment": With respect to any Mortgage Loan as of any Due
Date, the scheduled monthly payment (or, in the case of an ARD Loan after its
Anticipated Repayment Date, the minimum required monthly payment) of principal
and/or interest on such Mortgage Loan,
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including any Balloon Payment, that is actually payable by the related Mortgagor
from time to time under the terms of the related Mortgage Note (as such terms
may be changed or modified in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or by reason of a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section
3.20); provided that the Monthly Payment due in respect of any ARD Loan after
its Anticipated Repayment Date shall not include Additional Interest.
"Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Fiscal
Agent, the Master Servicer and the Special Servicer, and specific ratings of
Moody's Investors Service, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or similar instrument that secures the Mortgage Note
and creates a lien on the related Mortgaged Property.
"Mortgage File": With respect to any Mortgage Loan, collectively the
following documents:
(i) the original executed Mortgage Note, endorsed (without recourse,
representation or warranty, express or implied) to the order of LaSalle
National Bank, as trustee for the registered holders of LB Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
1998-C1 or in blank, and further showing a complete, unbroken chain of
endorsement from the originator (if such originator is other than the
Mortgage Loan Seller); or, alternatively, if the original executed
Mortgage Note has been lost, a lost note affidavit and indemnity with a
copy of such Mortgage Note;
(ii) an original or copy of the Mortgage, together with any and all
intervening assignments thereof, in each case with evidence of recording
indicated thereon;
(iii) an original or copy of any related Assignment of Leases (if
such item is a document separate from the Mortgage), together with any and
all intervening assignments thereof, in each case with evidence of
recording indicated thereon;
(iv) an original executed assignment, in recordable form, of (a) the
Mortgage, (b) any related Assignment of Leases (if such item is a document
separate from the Mortgage) and (c) any other recorded document relating
to the Mortgage Loan otherwise included in the Mortgage File, in favor of
LaSalle National Bank, as trustee for the registered holders of LB
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 1998-C1;
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(v) an original assignment of all unrecorded documents relating to
the Mortgage Loan, in favor of LaSalle National Bank, as trustee for the
registered holders of LB Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1998-C1;
(vi) originals or copies of any written modification agreements in
those instances where the terms or provisions of the Mortgage or Mortgage
Note have been modified;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination of such
Mortgage Loan, or, if such policy has not been issued, an irrevocable,
binding commitment to issue such title insurance policy;
(viii) any filed copies (with evidence of filing) of any prior UCC
Financing Statements in favor of the originator of such Mortgage Loan or
in favor of any assignee prior to the Trustee (but only to the extent the
Mortgage Loan Seller had possession of such UCC Financing Statements prior
to the Closing Date) and, if there is an effective UCC Financing Statement
in favor of the Mortgage Loan Seller on record with the applicable public
office for UCC Financing Statements, an original UCC-2 or UCC-3
assignment, as appropriate, in form suitable for filing, in favor of
LaSalle National Bank, as trustee for the registered holders of LB
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 1998-C1;
(ix) an original or copy of any Ground Lease and Ground Lease
estoppels relating to such Mortgage Loan; and
(x) any lock-box agreement relating to such Mortgage Loan;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or by a Custodian on its behalf, such term
shall not be deemed to include such documents required to be included therein
unless they are actually so received, and with respect to any receipt or
certification by the Trustee or the Custodian for documents described in clause
(vi) of this definition, shall be deemed to include only such documents to the
extent the Trustee or Custodian has actual knowledge of their existence.
"Mortgage Loan": Each of the mortgage loans listed on the Mortgage
Loan Schedule and from time to time held in the Trust Fund. As used herein, the
term "Mortgage Loan" includes the related Mortgage Note, Mortgage and other
security documents contained in the related Mortgage File.
"Mortgage Loan Purchase Agreement": That certain Mortgage Loan
Purchase Agreement, dated as of March 9, 1998, between the Depositor and the
Mortgage Loan Seller and relating to the transfer of the Mortgage Loans to the
Depositor.
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"Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of REMIC I, attached hereto as Exhibit B
(and also delivered to the Trustee in a computer readable format). Such list
shall set forth the following information with respect to each Mortgage Loan:
(i) the Mortgage Loan number;
(ii) the street address (including city, state and zip code) and
name of the related Mortgaged Property;
(iii) the Cut-off Date Balance;
(iv) the amount of the Monthly Payment due on the first Due Date
following the Closing Date;
(v) the original Mortgage Rate;
(vi) the (A) remaining term to stated maturity and (B) the Stated
Maturity Date;
(vii) in the case of a Balloon Mortgage Loan, the remaining
amortization term;
(viii) the Interest Accrual Basis;
(ix) the Administrative Cost Rate; and
(x) whether the Mortgage Loan is secured by a Ground Lease.
"Mortgage Loan Seller": Lehman Brothers Holdings Inc., doing
business as Lehman Capital, a Division of Lehman Brothers Holdings Inc., or its
successor in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgage Pool": Collectively, all of the Mortgage Loans and any
successor REO Loans.
"Mortgage Rate": With respect to any Mortgage Loan (and any
successor REO Loan), the annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable
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law, as such rate may be modified in accordance with Section 3.20 or in
connection with a bankruptcy, insolvency or similar proceeding involving the
related Mortgagor. In the case of each ARD Loan, the related Mortgage Rate shall
increase in accordance with the related Mortgage Note if the particular Mortgage
Loan is not paid in full by its Anticipated Repayment Date. Subject to
modification in accordance with Section 3.20 or in connection with a bankruptcy,
insolvency or similar proceeding involving the related Mortgagor, the Mortgage
Rate for each Mortgage Loan shall otherwise be fixed.
"Mortgaged Property": The real property subject to the lien of a
Mortgage.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments on the Mortgage Loans during the related Collection
Period, exceeds (b) the aggregate amount deposited by the Master Servicer in the
Collection Account for such Distribution Date pursuant to Section 3.19(a) in
connection with such Prepayment Interest Shortfalls.
"Net Investment Earnings": With respect to the Custodial Account,
the Collection Account or the REO Account (if any) for any Collection Period,
the amount, if any, by which the aggregate of all interest and other income
realized during such Collection Period on funds held in such account, exceeds
the aggregate of all losses, if any, incurred during such Collection Period in
connection with the investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to the Custodial Account, the
Collection Account or the REO Account (if any) for any Collection Period, the
amount by which the aggregate of all losses, if any, incurred during such
Collection Period in connection with the investment of funds held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such Collection Period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or any REO
Loan, as of any date of determination, a rate per annum equal to the then
related Mortgage Rate minus the sum of the Trustee Fee Rate, the related Master
Servicing Fee Rate and, in the case of an ARD Loan after its Anticipated
Repayment Date, the related Additional Interest Rate.
"Net Operating Income" or "NOI": As defined in and determined in
accordance with the provisions of Exhibit E attached hereto.
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"New Lease": Any lease of REO Property entered into on behalf of
REMIC I, including any lease renewed, modified or extended on behalf of REMIC I
if REMIC I has the right to renegotiate the terms of such lease.
"NOI Adjustment Worksheet": A report prepared by the Special
Servicer with respect to Specially Serviced Mortgaged Loans and REO Loans, and
by the Master Servicer with respect to all other Mortgage Loans, substantially
containing the information described in Exhibit T attached hereto, presenting
the computations made in accordance with the methodology described in Exhibit T
to "normalize" the full year net operating income and debt service coverage
numbers used in the other reports required by this Agreement.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of any Mortgage Loan or REO Loan by the Master
Servicer, the Trustee or the Fiscal Agent with respect to any P&I Advance, that
such party has determined in its reasonable, good faith judgment, will not be
ultimately recoverable from late payments, Insurance Proceeds or Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan or REO
Loan.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property by the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, that
such party has determined, in its reasonable, good faith judgment, will not be
ultimately recoverable from late payments, Insurance Proceeds, Liquidation
Proceeds, or any other recovery on or in respect of such Mortgage Loan or REO
Property.
"Non-Registered Certificate": Any Certificate that has not been
registered under the Securities Act. As of the Closing Date, the Class F, Class
G, Class H, Class J, Class K, Class L, Class M, Class R-I, Class R-II or Class
R-III Certificates are Non-Registered Certificates.
"Non-United States Person": Any person other than a United States
Person.
"Officers' Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, as the case may be, or by a
Responsible Officer of the Trustee or the Fiscal Agent, as the case may be.
"Operating Statement Analysis": With respect to each Specially
Serviced Mortgage Loan and REO Property, a report prepared by the Special
Servicer, and with respect to all other Mortgage Loans, a report prepared by the
Master Servicer, substantially containing the information described in Exhibit U
attached hereto.
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"Opinion of Counsel": A written opinion of counsel (which counsel
shall be Independent of the Depositor, the Master Servicer and the Special
Servicer) acceptable to and delivered to the Trustee or any other specified
Person, as the case may be.
"Original Class Notional Amount": With respect to the Class IO
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
which is equal to $1,727,817,629.
"Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates, the initial Class Principal Balance thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.
"Pass-Through Rate": With respect to:
(i) the Class A-1 Certificates for any Distribution Date, 6.33% per
annum;
(ii) the Class A-2 Certificates for any Distribution Date, 6.40% per
annum;
(iii) the Class A-3 Certificates for any Distribution Date, 6.48%
per annum;
(iv) the Class B Certificates for any Distribution Date, 6.59% per
annum;
(v) the Class C Certificates for any Distribution Date, 6.68% per
annum;
(vi) the Class D Certificates for any Distribution Date, 6.98% per
annum;
(vii) the Class E Certificates for any Distribution Date, 7.00% per
annum;
(viii) the Class F Certificates for any Distribution Date, 6.30% per
annum;
(ix) the Class G Certificates for any Distribution Date, 6.30% per
annum;
(x) the Class H Certificates for any Distribution Date, 6.30% per
annum;
(xi) the Class J Certificates for any Distribution Date, 6.30% per
annum;
(xii) the Class K Certificates for any Distribution Date, 6.30% per
annum;
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(xiii) the Class L Certificates for any Distribution Date, 6.30% per
annum;
(xiv) the Class M Certificates for any Distribution Date, 6.30% per
annum;
(xv) each Component of the Class IO Certificates for any
Distribution Date, the excess, if any, of (A) the Weighted Average REMIC I
Remittance Rate for such Distribution Date, over (B) the fixed
Pass-Through Rate applicable to the Class of Sequential Pay Certificates
whose alphabetical (and, if applicable, numerical) Class designation is
included in the designation of such Component; and
(xvi) the Class IO Certificates for any Distribution Date, the
weighted average (expressed as a percentage and rounded to six decimal
places) of the respective Pass-Through Rates applicable to all of the
Components of such Class for such Distribution Date, weighted on the basis
of the respective Component Notional Amounts of such Components
outstanding immediately prior to such Distribution Date.
The Weighted Average REMIC I Remittance Rate referenced above in this definition
is also the REMIC II Remittance Rate for each REMIC II Regular Interest.
"Percentage Interest": With respect to any Regular Interest
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the Original Class Principal Balance or Original Class Notional Amount,
as the case may be, of the relevant Class. With respect to a Residual Interest
Certificate, the percentage interest in distributions to be made with respect to
the relevant Class, as stated on the face of such Certificate.
"Permitted Investments": Any one or more of the following
obligations or securities (including, without limitation, obligations or
securities of the Trustee if otherwise qualifying hereunder):
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof (having original maturities of not more
than 365 days), provided such obligations are backed by the full faith and
credit of the United States. Such obligations must be limited to those
instruments that have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change. Interest may either be fixed or
variable. If such interest is variable, interest must be tied to a single
interest rate index plus a single fixed spread (if any), and move
proportionately with that index;
(ii) repurchase obligations with respect to any security described
in clause (i) above (having original maturities of not more than 365
days), provided that the short-term deposit or debt obligations, of the
party agreeing to repurchase such obligations are rated in
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the highest rating category of each of Moody's and DCR (if rated by DCR)
(or, in the case of either Rating Agency, such lower rating as will not
result in qualification, downgrade or withdrawal of any of the ratings
then assigned to the Certificates by such Rating Agency, as evidenced in
writing by such Rating Agency). In addition, any such item by its terms
must have a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change. Interest may either be fixed or variable. If
such interest is variable, interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move proportionately with
that index.
(iii) certificates of deposit, time deposits, demand deposits and
bankers' acceptances of any bank or trust company organized under the laws
of the United States or any state thereof (having original maturities of
not more than 365 days), the short term obligations of which are rated in
the highest rating category of each of Moody's and DCR (if rated by DCR)
(or, in the case of either Rating Agency, such lower rating as will not
result in qualification, downgrade or withdrawal of any of the ratings
then assigned to the Certificates by such Rating Agency, as evidenced in
writing by such Rating Agency). In addition, any such item by its terms
must have a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change. Interest may either be fixed or variable. If
such interest is variable, interest must be tied to a single interest rate
index plus a single fixed spread (if any), and move proportionately with
that index.
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof (or if not so incorporated, the commercial
paper is United States Dollar denominated and amounts payable thereunder
are not subject to any withholding imposed by any non-United States
jurisdiction) which is rated in the highest rating category of each of
Moody's and DCR (if rated by DCR) (or, in the case of either Rating
Agency, such lower rating as will not result in qualification, downgrade
or withdrawal of any of the ratings then assigned to the Certificates by
such Rating Agency, as evidenced in writing by such Rating Agency). In
addition, such commercial paper by its terms must have a predetermined
fixed dollar amount of principal due at maturity that cannot vary or
change. Interest may either by fixed or variable. If such interest is
variable, interest must be tied to a single interest rate index plus a
single fixed spread (if any), and move proportionately with that index.
(v) units of money market funds rated in the highest applicable
rating category of each Rating Agency (or, in the case of either Rating
Agency, such lower rating as will not result in qualification, downgrade
or withdrawal of any of the ratings then assigned to the Certificates by
such Rating Agency, as evidenced in writing by such Rating Agency) and
which seeks to maintain a constant net asset value; and
(vi) any other obligation or security that (A) is acceptable to each
Rating Agency, evidence of which acceptability shall be provided in
writing by each Rating Agency to the Master Servicer, the Special Servicer
and the Trustee and (B) constitutes a "cash flow
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investment" (within the meaning of the REMIC Provisions), as evidenced by
an Opinion of Counsel obtained at the expense of the Person that wishes to
include such obligation or security as a Permitted Investment;
provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity.
"Permitted Transferee": Any Transferee of a Residual Interest
Certificate other than a Disqualified Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Master Servicer, the Trustee or the Fiscal Agent pursuant to Section
4.03(a) and (b).
"P&I Advance Date": The Business Day immediately preceding each
Distribution Date.
"Plan": As defined in Section 5.02(c).
"Plurality Residual Interest Certificateholder": As to any taxable
year of REMIC I, REMIC II or REMIC III, the Holder of Certificates entitled to
the largest percentage of the Voting Rights allocated to the related Class of
Residual Interest Certificates.
"Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the
Certificates for federal income tax purposes, 0% CPR (within the meaning of the
Prospectus), except that it is assumed that each ARD Loan is repaid on its
Anticipated Repayment Date.
"Prepayment Interest Excess": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part made after its Due
Date in any Collection Period, any payment of interest (net of related Servicing
Fees) actually collected from the related Mortgagor and intended to cover the
period from and after such Due Date to, but not including, the date of
prepayment (exclusive, however, of any related Prepayment Premium or Yield
Maintenance Charge that may have been collected and, in the case of an ARD Loan
after its Anticipated Repayment Date, of any Additional Interest).
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"Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a Principal Prepayment in full or in part made prior to its
Due Date in any Collection Period, the amount of interest, to the extent not
collected from the related Mortgagor (without regard to any Prepayment Premium
or Yield Maintenance Charge that may have been collected), that would have
accrued at a rate per annum equal to the related Net Mortgage Rate plus the
Trustee Fee Rate on the amount of such Principal Prepayment during the period
from the date of prepayment to, but not including, such Due Date.
"Prepayment Premium": Any premium, penalty or fee (other than a
Yield Maintenance Charge) paid or payable, as the context requires, by a
Mortgagor in connection with a Principal Prepayment.
"Primary Servicing Office": The offices of the Master Servicer or
the Special Servicer, as the context may require, that are primarily responsible
for such party's servicing obligations hereunder. As of the Closing Date, the
Primary Servicing Office of each of the Master Servicer and the Special Servicer
is located at 650 Dresher Road, Horsham, Pennsylvania 19044-8015, 100 South
Wacker Drive, Suite 400, Chicago, Illinois 60606, and 550 California Street,
14th Floor, San Francisco, California 94104.
"Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate", then the
Trustee shall select an equivalent publication that publishes such "prime rate";
and if such "prime rate" is no longer generally published or is limited,
regulated or administered by a governmental or quasi-governmental body, then the
Trustee shall select a comparable interest rate index. In either case, such
selection shall be made by the Trustee in its sole discretion and the Trustee
shall notify the Fiscal Agent, the Master Servicer and the Special Servicer in
writing of its selection.
"Principal Distribution Amount": With respect to any Distribution
Date, the aggregate, without duplication, of the following:
(a) the aggregate of the principal portions of all Scheduled
Payments (other than Balloon Payments) and any Assumed Scheduled Payments
in respect of the Mortgage Loans for their respective Due Dates occurring
during the related Collection Period;
(b) the aggregate of all Principal Prepayments received on any of
the Mortgage Loans during the related Collection Period;
(c) with respect to any Mortgage Loan as to which the related Stated
Maturity Date occurred during or prior to the related Collection Period,
any payment of principal (exclusive of any amounts described in clause (b)
above or clause (d) below) made by or on behalf of the related Mortgagor
during the related Collection Period (including any Balloon Payment), net
of any portion of such payment that represents a recovery of the principal
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portion of any Scheduled Payment (other than a Balloon Payment) due, or
the principal portion of any Assumed Scheduled Payment deemed due, in
respect of such Mortgage Loan on a Due Date during or prior to the related
Collection Period and not previously recovered;
(d) the aggregate of all Liquidation Proceeds and Insurance Proceeds
that were received on any of the Mortgage Loans during the related
Collection Period and that were identified and applied by the Master
Servicer as recoveries of principal of such Mortgage Loans, in each case
net of any portion of such amounts that represents a recovery of the
principal portion of any Scheduled Payment (other than a Balloon Payment)
due, or of the principal portion of any Assumed Scheduled 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;
(e) with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Scheduled Payments in respect of the
related REO Loans for their respective Due Dates occurring during the
related Collection Period;
(f) with respect to any REO Properties, the aggregate of all
Liquidation Proceeds, Insurance Proceeds and REO Revenues that were
received during the related Collection Period on such REO Properties and
that were identified and applied by the Master Servicer and/or Special
Servicer as recoveries of principal of the related REO Loans, in each case
net of any portion of such amounts that represents a recovery of the
principal portion of any Scheduled Payment (other than a Balloon Payment)
due, or of the principal portion of any Assumed Scheduled Payment deemed
due, in respect of the related REO Loan or the predecessor Mortgage Loan
on a Due Date during or prior to the related Collection Period and not
previously recovered; and
(g) if such Distribution Date is subsequent to the initial
Distribution Date, the excess, if any, of the Principal Distribution
Amount for the immediately preceding Distribution Date, over the aggregate
distributions of principal made on the Certificates on such immediately
preceding Distribution Date pursuant to Section 4.01.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due
Date and that is not accompanied by an amount of interest (without regard to any
Prepayment Premium or Yield Maintenance Charge that may have been collected)
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.
"Proposed Plan": As defined in Section 3.17(a)(iii).
"Prospectus": The prospectus dated February 23, 1998, as
supplemented by the Prospectus Supplement, relating to the Registered
Certificates.
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"Prospectus Supplement": The prospectus supplement dated March 9,
1998 relating to the Registered Certificates.
"Purchase Price": With respect to any Mortgage Loan (or REO
Property), a cash price equal to the aggregate of: (a) the outstanding principal
balance of such Mortgage Loan (or the related REO Loan) as of the date of
purchase, (b) all accrued and unpaid interest on such Mortgage Loan (or the
related REO Loan) at the related Mortgage Rate to, but not including, the Due
Date in the Collection Period of purchase (exclusive, however, in the case of an
ARD Loan after its Anticipated Repayment Date, of any portion of such accrued
and unpaid interest that constitutes Additional Interest), (c) all related
unreimbursed Servicing Advances, and (d) solely in the case of a purchase by the
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement, all
accrued and unpaid interest in respect of related Advances and any costs of
enforcing the repurchase obligation against the Mortgage Loan Seller.
"Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction.
"Rating Agency": Each of Moody's and DCR.
"Realized Loss": With respect to: (1) each Mortgage Loan as to which
a Final Recovery Determination has been made, or with respect to any successor
REO Loan as to which a Final Recovery Determination has been made as to the
related REO Property, an amount (not less than zero) equal to (a) the unpaid
principal balance of such Mortgage Loan or REO Loan, as the case may be, as of
the commencement of the Collection Period in which the Final Recovery
Determination was made, plus (b) without taking into account the amount
described in subclause (1)(d) of this definition, all accrued but unpaid
interest on such Mortgage Loan or such REO Loan, as the case may be, at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made (exclusive, in the case of an
ARD Loan after its Anticipated Repayment Date, of Additional Interest), plus (c)
any related unreimbursed Servicing Advances as of the commencement of the
Collection Period in which the Final Recovery Determination was made, together
with any new related Servicing Advances made during such Collection Period,
minus (d) all payments and proceeds, if any, received in respect of such
Mortgage Loan or the REO Property that relates to such REO Loan, as the case may
be, during the Collection Period in which such Final Recovery Determination was
made; (2) each Mortgage Loan as to which any portion of the principal or
previously accrued interest payable thereunder was canceled in connection with a
bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment of such Mortgage Loan granted or agreed to by
the Special Servicer pursuant to Section 3.20, the amount of such principal
and/or interest (other than Default Interest and, in the case of an ARD Loan
after its Anticipated Repayment Date, Additional Interest) so cancelled; and (3)
each Mortgage Loan as to which the Mortgage Rate thereon has been permanently
reduced and not recaptured for any period in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20, the amount
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of the consequent reduction in the interest portion of each successive Monthly
Payment due thereon (each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment).
"Record Date": With respect to any Distribution Date other than the
initial Distribution Date, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs, and with respect to
the initial Distribution Date, the Closing Date.
"Registered Certificate": Any Certificate that has been registered
under the Securities Act. As of the Closing Date, the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E and Class IO Certificates are
Registered Certificates.
"Regular Interest Certificate": Any REMIC III Certificate other than
a Class R-III Certificate.
"Reimbursement Rate": The rate per annum applicable to the accrual
of interest, compounded annually, on Servicing Advances in accordance with
Section 3.03(d) and on P&I Advances in accordance with Section 4.03(d), which
rate per annum is equal to the Prime Rate.
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.
"REMIC Administrator": Any REMIC administrator appointed pursuant to
Section 8.13 (or, in the absence of any such appointment, the Trustee).
"REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder
with respect to which a separate REMIC election is to be made, and consisting
of: (i) the Mortgage Loans as from time to time are subject to this Agreement
and all payments under and proceeds of such Mortgage Loans received after the
Closing Date (other than scheduled payments of interest and principal due on or
before the Cut-off Date and other than Additional Interest collected in respect
of the ARD Loans after their respective Anticipated Repayment Dates), together
with all documents included in the related Mortgage Files and any related Escrow
Payments and Reserve Funds; (ii) any REO Property acquired in respect of a
Mortgage Loan; (iii) such funds or assets as from time to time are deposited in
the Custodial Account, the Collection Account and, if established, the REO
Account, exclusive of any amounts that represent Additional Interest collected
in respect of the ARD Loans after their respective Anticipated
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Repayment Dates; and (iv) the rights of the Depositor under Sections 2, 3, 9,
11, 12, 13, 14, 15, 16 and 17 of the Mortgage Loan Purchase Agreement.
"REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I, as described in the Preliminary Statement hereto.
"REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, either: (a) if the related Mortgage Loan
accrues or accrued, as the case may be, interest on the basis of a 360-day year
consisting of twelve 30-day months, the Net Mortgage Rate in effect for the
related Mortgage Loan as of the Closing Date; and (b) if the related Mortgage
Loan does not or did not, as the case may be, accrue interest on the basis of a
360-day year consisting of twelve 30-day months, a rate per annum equal to (i) a
fraction (expressed as a percentage), the numerator of which is the product of
twelve times the aggregate amount of interest that would accrue during the
related Interest Accrual Period on the Uncertificated Principal Balance of such
REMIC I Regular Interest outstanding immediately prior to such Distribution Date
if such interest were calculated (A) at the Mortgage Rate in effect for the
related Mortgage Loan as of the Closing Date and (B) on the same Interest
Accrual Basis as is applicable to the related Mortgage Loan, and the denominator
of which is the Uncertificated Principal Balance of such REMIC I Regular
Interest outstanding immediately prior to such Distribution Date, minus (ii) the
sum of the applicable Master Servicing Fee Rate and the Trustee Fee Rate.
"REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of
REMIC III, as holder of the REMIC II Regular Interests, and the Holders of the
Class R-II Certificates pursuant to Section 2.06, with respect to which a
separate REMIC election is to be made.
"REMIC II Regular Interest": Any of the fourteen separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the REMIC II Remittance Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC II Regular Interests are set
forth in the Preliminary Statement hereto.
"REMIC II Remittance Rate": With respect to each REMIC II Regular
Interest for any Distribution Date, the Weighted Average REMIC I Remittance Rate
for such Distribution Date.
"REMIC III": The segregated pool of assets consisting of all of the
REMIC II Regular Interests conveyed in trust to the Trustee for the benefit of
the Holders of the REMIC III Certificates pursuant to Section 2.08, with respect
to which a separate REMIC election is to be made.
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"REMIC III Certificate": Any Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class IO, Class J,
Class K, Class L, Class M or Class R-III Certificate.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "GMAC
Commercial Mortgage Corporation, as Special Servicer, in trust for registered
holders of LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1".
"REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09.
"REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18(d).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The mortgage loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
provide for monthly payments of principal and/or interest equal to its Assumed
Scheduled Payment and otherwise to have the same terms and conditions as its
predecessor Mortgage Loan (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan and the acquisition of
the related REO Property as part of the Trust Fund). Each REO Loan shall be
deemed to have an initial unpaid principal balance and Stated Principal Balance
equal to the unpaid principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan as of the date of the related REO
Acquisition. All Scheduled Payments (other than a Balloon Payment), Assumed
Scheduled Payments (in the case of a Balloon Mortgage Loan delinquent in respect
of its Balloon Payment) and other amounts due and owing, or deemed to be due and
owing, in respect of the predecessor Mortgage Loan as of the date of the related
REO Acquisition, shall be deemed to continue to be due and owing in respect of
an REO Loan. Collections in respect of each REO Loan (after provision for
amounts to be applied to the payment of, or to be reimbursed to the Master
Servicer or the Special Servicer for the payment of, the costs of operating,
managing and maintaining the related REO Property or for the reimbursement of
the Master Servicer or the Special Servicer for other related Servicing
Advances) shall be treated: first, as a recovery of accrued and unpaid interest
on such REO Loan at the related Mortgage Rate to but not including the Due Date
in the Collection Period of receipt (exclusive, however, in the case of an REO
Loan that relates to an ARD Loan after its Anticipated Repayment Date, of any
such accrued and unpaid interest that constitutes Additional Interest); second,
as a recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance; and third, in accordance with the normal servicing practices
of the Master Servicer, as a recovery of any other amounts due and owing in
respect of such REO Loan. Notwithstanding the
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foregoing, all amounts payable or reimbursable to the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent in respect of the predecessor
Mortgage Loan as of the date of the related REO Acquisition, including, without
limitation, any unpaid Servicing Fees and any unreimbursed Servicing Advances
and P&I Advances, together with any interest accrued and payable to the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent in respect of
such Servicing Advances and P&I Advances in accordance with Sections 3.03(d) and
4.03(d), shall continue to be payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee or the Fiscal Agent, as the case may be, in
respect of an REO Loan pursuant to Section 3.05(a).
"REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders through
foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan.
"REO Revenues": All income, rents, profits and proceeds derived from
the ownership, operation or leasing of any REO Property.
"REO Status Report": A report substantially containing the
information described in Exhibit O attached hereto, including, with respect to
each REO Property that was included in the Trust Fund as of the close of
business on the Determination Date immediately preceding the preparation of such
report, among other things, (i) the Acquisition Date of such REO Property, (ii)
the amount of income collected with respect to such REO Property (net of related
expenses) and other amounts, if any, received on such REO Property during the
related Collection Period and (iii) the value of the REO Property based on the
most recent appraisal or other valuation thereof available to the Special
Servicer as of such Determination Date (including any valuation prepared
internally by the Special Servicer).
"REO Tax": As defined in Section 3.17(a)(i).
"Request for Release": A request signed by a Servicing Officer, as
applicable, of the Master Servicer in the form of Exhibit D-1 attached hereto or
of the Special Servicer in the form of Exhibit D-2 attached hereto.
"Required Appraisal": With respect to each Required Appraisal Loan,
an appraisal of the related Mortgaged Property from an Independent Appraiser
selected by the Special Servicer, which appraisal shall be prepared in
accordance with 12 CFR ss.225.62 and conducted in accordance with the standards
of the Appraisal Institute.
"Required Appraisal Loan": Any Mortgage Loan (i) that is sixty (60)
days or more delinquent in respect of any Monthly Payment, (ii) that becomes an
REO Loan, (iii) that has been modified by the Special Servicer to reduce the
amount of any Monthly Payment (other than a Balloon Payment), (iv) with respect
to which a receiver in bankruptcy is appointed and continues in such capacity in
respect of the related Mortgaged Property, (v) with respect to which the related
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Mortgagor is subject to a bankruptcy proceeding or (vi) with respect to which
any Balloon Payment on such Mortgage Loan has not been paid within 20 days
following its most recent scheduled maturity date. Any Required Appraisal Loan
shall cease to be such at such time as it has become a Corrected Mortgage Loan,
it has remained current for twelve consecutive Monthly Payments, and no other
Servicing Transfer Event has occurred with respect thereto during such
twelve-month period.
"Required Appraisal Value": An amount equal to 90% of the Appraised
Value (net of any prior liens and estimated liquidation expenses) of the
Mortgaged Property related to the subject Required Appraisal Loan as determined
by a Required Appraisal or any letter update of such Required Appraisal; and
provided further that for purposes of determining any Appraisal Reduction Amount
in respect of such Required Appraisal Loan, such Appraisal Reduction Amount
shall be amended annually to reflect the Required Appraisal Value determined
pursuant to any Required Appraisal or letter update of a Required Appraisal
conducted subsequent to the original Required Appraisal performed pursuant to
Section 3.09(a).
"Reserve Account": The account or accounts created and maintained
pursuant to Section 3.03(f).
"Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Mortgagor to be held by or on behalf of the mortgagee
representing reserves for repairs, capital improvements and/or environmental
remediation in respect of the related Mortgaged Property.
"Residual Interest Certificate": A Class R-I, Class R-II or Class
R-III Certificate.
"Responsible Officer": When used with respect to the Trustee, the
President, the Treasurer, the Secretary, any Vice President, any Assistant Vice
President, any Trust Officer, any Assistant Secretary or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having direct responsibility for the
administration of this Agreement. When used with respect to the Fiscal Agent,
any officer or assistant officer thereof.
"Scheduled Payment": With respect to any Mortgage Loan, for any Due
Date following the Cut-off Date as of which it is outstanding, the Monthly
Payment on such Mortgage Loan that is or would be, as the case may be, payable
by the related Mortgagor on such Due Date under the terms of the related
Mortgage Note as in effect on the Closing Date, without regard to any subsequent
change in or modification of such terms in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan granted or agreed to by the Special Servicer
pursuant to Section 3.20, and assuming that the full amount of each prior
Scheduled Payment has been made in a timely manner.
"Securities Act": The Securities Act of 1933, as amended.
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"Senior Certificate": Any Class A-1, Class A-2, Class A-3 or Class
IO Certificate.
"Sequential Pay Certificates": Any of the Regular Interest
Certificates other than the Class IO Certificates.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03(a).
"Servicing Advances": All customary, reasonable and necessary "out
of pocket" costs and expenses incurred by the Master Servicer, the Special
Servicer, the Fiscal Agent or the Trustee in connection with the servicing of a
Mortgage Loan, or in connection with the administration of any REO Property,
including, but not limited to, the cost of (a) compliance with the obligations
of the Master Servicer, the Special Servicer, the Fiscal Agent or the Trustee,
if any, set forth in Section 3.03(c), (b) the preservation, insurance,
restoration, protection and management of a Mortgaged Property (including,
without limitation, the cost of any "forced placed" insurance policy purchased
by the Master Servicer to the extent such cost is allocable to a particular
Mortgaged Property that the Master Servicer or the Special Servicer is required
to cause to be insured pursuant to Section 3.07(a)), (c) obtaining any Insurance
Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings
with respect to a Mortgaged Property, including, without limitation,
foreclosures, (e) any Required Appraisal or any other appraisal expressly
permitted or required to be obtained hereunder and (f) the operation,
management, maintenance and liquidation of any REO Property; provided that,
notwithstanding anything to the contrary, "Servicing Advances" shall not include
allocable overhead of the Master Servicer or the Special Servicer, such as costs
for office space, office equipment, supplies and related expenses, employee
salaries and related expenses and similar internal costs and expenses, or costs
and expenses incurred by any such party in connection with its purchase of any
Mortgage Loan or REO Property pursuant to any provision of this Agreement.
"Servicing Fees": With respect to each Mortgage Loan and REO Loan,
the Master Servicing Fee and the Special Servicing Fee.
"Servicing File": Any documents (other than documents required to be
part of the related Mortgage File) in the possession of the Master Servicer or
the Special Servicer and relating to the origination and servicing of any
Mortgage Loan, including, without limitation, appraisals, surveys, engineering
reports and environmental reports.
"Servicing Officer": Any officer or employee of the Master Servicer
or the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by such party to the Trustee and the
Depositor on the Closing Date, as such list may be amended from time to time.
"Servicing Standard": With respect to the Master Servicer or the
Special Servicer, to service and administer the Mortgage Loans for which it is
responsible: (i) with the same care, skill and diligence as is normal and usual
in its general mortgage servicing and asset management activities
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on behalf of third parties or on behalf of itself, whichever is higher, with
respect to mortgage loans comparable to the Mortgage Loans; (ii) with a view to
the timely collection of all scheduled payments of principal and interest under
the Mortgage Loans, or, if a Mortgage Loan comes into and continues in default
and if, in the reasonable, good faith judgment of the Special Servicer, no
satisfactory arrangements can be made for the collection of the delinquent
payments, the maximization of the recovery on such Mortgage Loan to the
Certificateholders (as a collective whole) on a present value basis (the
relevant discounting of anticipated collections that will be distributable to
the Certificateholders to be performed at the related Net Mortgage Rate); and
(iii) without regard to (A) any known relationship that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof may have with
the related borrower; (B) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof;
(C) the Master Servicer's or the Special Servicer's obligation to make Advances;
and (D) the right of the Master Servicer or the Special Servicer, as the case
may be, or any Affiliate of either of them, to receive reimbursement of costs,
or the sufficiency of any compensation payable to it hereunder or with respect
to any particular transaction.
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through (g) of the
definition of "Specially Serviced Mortgage Loan".
"Single Certificate": For purposes of Section 4.02, a hypothetical
Certificate of any Class of Regular Interest Certificates evidencing a $1,000
denomination.
"Special Servicer": GMAC Commercial Mortgage Corporation or its
successor in interest, in its capacity as special servicer hereunder, or any
successor special servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, the fee designated as such and payable to the
Special Servicer pursuant to the first paragraph of Section 3.11(c).
"Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Loan, 0.25% per annum.
"Specially Serviced Mortgage Loan": Any Mortgage Loan as to which
any of the following events has occurred:
(a) the related Mortgagor shall have failed to make any Monthly
Payment and such failure has continued unremedied for 60 days (or,
in the event that (i) the Mortgagor has failed to make a Balloon
Payment, (ii) the Master Servicer has received written evidence from
an institutional lender of such lender's binding commitment to
refinance such Mortgage Loan and (iii) the related Mortgagor has
continued to make monthly payments of principal and interest in an
amount at least
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equal to the Monthly Payment due on the Due Date immediately
preceding the scheduled maturity date, such failure has continued
unremedied for the lesser of 120 days and the period within which
such refinancing was expected to occur); or
(b) the Master Servicer shall have determined, in its good faith,
reasonable judgment, based on communications with the related
Mortgagor, that a default in the making of a Monthly Payment is
likely to occur within 30 days and is likely to remain unremedied
for at least 60 days (or, in the event that (i) the Mortgagor is
expected to default in the making of a Balloon Payment, (ii) the
Master Servicer has received written evidence from an institutional
lender of such lender's binding commitment to refinance such
Mortgage Loan and (iii) the Master Servicer reasonably expects the
related Mortgagor will continue to make monthly payments of
principal and interest in an amount at least equal to the Monthly
Payment due on the Due Date immediately preceding the scheduled
maturity date, such default is likely to remain unremedied for the
lesser of 120 days and the period within which such refinancing is
expected to occur); or
(c) there shall have occurred a default (other than as described in
clause (a) above) that materially impairs the value of the Mortgaged
Property as security for the Mortgage Loan or otherwise materially
adversely affects the interests of Certificateholders and that
continues unremedied for the applicable grace period under the terms
of the Mortgage Loan (or, if no grace period is specified, for 30
days); or
(d) 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 the appointment of a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
related Mortgagor and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(e) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or
similar proceedings of or relating to such Mortgagor or of or
relating to all or substantially all of its property; or
(f) the related Mortgagor shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute,
make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(g) the Master Servicer shall have received notice of the
commencement of foreclosure or similar proceedings with respect to
the related Mortgaged Property;
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provided, however, that a Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan when a Liquidation Event has occurred with respect to such
Mortgage Loan, when the related Mortgaged Property has become an REO Property
or, so long as at such time no circumstance identified in clauses (a) through
(g) above exists that would cause the Mortgage Loan to continue to be
characterized as a Specially Serviced Mortgage Loan, when:
(w) with respect to the circumstances described in clause (a)
above, the related Mortgagor has made three consecutive full
and timely Monthly Payments under the terms of such Mortgage
Loan (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related
Mortgagor or by reason of a modification, waiver or amendment
granted or agreed to by the Special Servicer pursuant to
Section 3.20);
(x) with respect to the circumstances described in clauses (b),
(d), (e) and (f) above, such circumstances cease to exist in
the good faith reasonable judgment of the Special Servicer,
but, with respect to any bankruptcy or insolvency proceedings
described in clauses (d), (e) and (f), no later than the entry
of an order or decree dismissing such proceeding;
(y) with respect to the circumstances described in clause (c)
above, such default is cured; and
(z) with respect to the circumstances described in clause (g)
above, such proceedings are terminated;
so long as at that time no circumstance identified in clauses (a) through (g)
above exists that would cause the Mortgage Loan to continue to be characterized
as a Specially Serviced Mortgage Loan.
"Startup Day": With respect to each of REMIC I, REMIC II and REMIC
III, the day designated as such in Section 10.01(c).
"Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the Mortgage Note (as in effect on the Closing Date) on which
the last payment of principal is due and payable under the terms of the Mortgage
Note (as in effect on the Closing Date), without regard to any change in or
modification of such terms in connection with a bankruptcy or similar proceeding
involving the related Mortgagor or a modification, waiver or amendment of such
Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section
3.20 and, in the case of an ARD Loan, without regard to its Anticipated
Repayment Date.
"Stated Principal Balance": With respect to any Mortgage Loan (and
any successor REO Loan), the Cut-off Date Balance of such Mortgage Loan, as
permanently reduced on each Distribution Date (to not less than zero) by (i) all
payments (or advances in lieu thereof) and other collections of principal of
such Mortgage Loan (or successor REO Loan) that are distributed (or, to
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the extent that they had not been applied to cover Additional Trust Fund
Expenses, would have been distributed) to Certificateholders on such
Distribution Date, and (ii) the principal portion of any Realized Loss incurred
in respect of such Mortgage Loan (or successor or REO Loan) during the related
Collection Period. Notwithstanding the foregoing, if a Liquidation Event occurs
in respect of any Mortgage Loan or REO Property, then the "Stated Principal
Balance" of such Mortgage Loan or of the related REO Loan, as the case may be,
shall be zero commencing as of the Distribution Date in the Collection Period
next following the Collection Period in which such Liquidation Event occurred.
"Subordinated Certificate": Any Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class R-I,
Class R-II or Class R-III Certificate.
"Sub-Servicer": Any Person with which the Master Servicer or the
Special Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the Master
Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the
other hand, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22.
"Tax Matters Person": With respect to each of the REMICs created
hereunder, the Person designated as the "tax matters person" of such REMIC in
the manner provided under Treasury regulation section 1.860F-4(d) and temporary
Treasury regulation section 301.6231(a)(7)-1T, which Person shall be the
Plurality Residual Interest Certificateholder in respect of the related Class of
Residual Interest Certificates.
"Tax Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of REMIC I, REMIC II and REMIC III due to its
classification as a REMIC under the REMIC Provisions, and the federal income tax
return to be filed on behalf of the Grantor Trust due to its classification as a
grantor trust under the Grantor Trust Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable state and local tax law.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit and Agreement": As defined in Section
5.02(d)(i)(B).
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
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"Transferor": Any Person who is disposing of, by Transfer, any
Ownership Interest in a Certificate.
"Trust Fund": Collectively, all of the assets of REMIC I, REMIC II,
REMIC III and the Grantor Trust.
"Trustee": LaSalle National Bank or its successor in interest, in
its capacity as trustee hereunder, or any successor trustee appointed as herein
provided.
"Trustee Fee": With respect to each Distribution Date, an amount
equal to one-twelfth of the product of (i) the Trustee Fee Rate, multiplied by
(ii) the aggregate Stated Principal Balance of the Mortgage Pool outstanding
immediately prior to such Distribution Date.
"Trustee Fee Rate": 0.0033%.
"Trustee Liability": As defined in Section 8.05(b).
"UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in any relevant
jurisdiction.
"Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one month's interest at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued during the related Interest Accrual Period on the
Uncertificated Principal Balance of such REMIC I Regular Interest outstanding
immediately prior to such Distribution Date. With respect to any REMIC II
Regular Interest, for any Distribution Date, one month's interest at the REMIC
II Remittance Rate applicable to such REMIC II Regular Interest for such
Distribution Date, accrued during the related Interest Accrual Period on the
Uncertificated Principal Balance of such REMIC II Regular Interest outstanding
immediately prior to such Distribution Date. Uncertificated Accrued Interest
shall accrue on the basis of a 360-day year consisting of twelve 30-day months.
"Uncertificated Distributable Interest": With respect to any REMIC
I Regular Interest for any Distribution Date, the Uncertificated Accrued
Interest in respect of such REMIC I Regular Interest for such Distribution Date,
reduced (to not less than zero) by the product of (i) any Net Aggregate
Prepayment Interest Shortfall for such Distribution Date, multiplied by (ii) a
fraction, the numerator of which is the Uncertificated Accrued Interest in
respect of such REMIC I Regular Interest for such Distribution Date, and the
denominator of which is the aggregate Uncertificated Accrued Interest in respect
of all the REMIC I Regular Interests for such Distribution Date. With respect to
any REMIC II Regular Interest for any Distribution Date, the Uncertificated
Accrued Interest in respect of such REMIC II Regular Interest for such
Distribution Date, reduced (to not less than zero) by the product of (i) any Net
Aggregate Prepayment Interest Shortfall for such Distribution
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Date, multiplied by (ii) a fraction, expressed as a percentage, the numerator of
which is the Uncertificated Accrued Interest in respect of such REMIC II Regular
Interest for such Distribution Date, and the denominator of which is the
aggregate Uncertificated Accrued Interest in respect of all the REMIC II Regular
Interests for such Distribution Date.
"Uncertificated Principal Balance": The principal amount of any
REMIC I Regular Interest or REMIC II Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Balance of the
related Mortgage Loan, and the Uncertificated Principal Balance of each REMIC II
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Principal Balance. On each Distribution
Date, the Uncertificated Principal Balance of each REMIC II Regular Interest
shall be permanently reduced by all distributions of principal deemed to have
been made thereon on such Distribution Date pursuant to Section 4.01(h), and
shall be further permanently reduced on such Distribution Date by all Realized
Losses and Additional Trust Fund Expenses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.04(b). On each Distribution
Date, the Uncertificated Principal Balance of each REMIC I Regular Interest
shall be permanently reduced by all distributions of principal deemed to have
been made in respect of such REMIC I Regular Interest on such Distribution Date
pursuant to Section 4.01(i), and shall be further permanently reduced on such
Distribution Date by all Realized Losses and Additional Trust Fund Expenses
deemed to have been allocated thereto on such Distribution Date pursuant to
Section 4.04(c).
"Underwriter": Lehman Brothers Inc. or its successor in interest.
"United States Person": A citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, 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 United States
persons have the authority to control all substantial decisions of the trust,
all within the meaning of Section 7701(a) (30) of the Code.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, 100% of the Voting Rights shall be allocated among the
Holders of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L and Class M Certificates
in proportion to the respective Class Principal Balances of their Certificates.
Voting Rights allocated to a Class of Certificateholders shall be allocated
among such Certificateholders in standard proportion to the Percentage Interests
evidenced by their respective Certificates.
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"Watch List Report": A report substantially containing the
information described in Exhibit P attached hereto, including, among other
things, any Mortgage Loan with a Debt Service Coverage Ratio of less than 1.0x
and that is in jeopardy of becoming a Specially Serviced Mortgage Loan.
"Weighted Average REMIC I Remittance Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective REMIC I
Remittance Rates applicable to the REMIC I Regular Interests for such
Distribution Date, weighted on the basis of the respective Uncertificated
Principal Balances of such REMIC I Regular Interests outstanding immediately
prior to such Distribution Date.
"Workout Fee": With respect to each Corrected Mortgage Loan, the fee
designated as such and payable to the Special Servicer pursuant to Section
3.11(c).
"Workout Fee Rate": With respect to each Corrected Mortgage Loan as
to which a Workout Fee is payable, 1.0%.
"Yield Maintenance Charge": Payments paid or payable, as the context
requires, on a Mortgage Loan as the result of a Principal Prepayment thereon,
not otherwise due thereon in respect of principal or interest, which have been
calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the
holder for reinvestment losses based on the value of an interest rate index at
or near the time of prepayment. Any other prepayment premiums, penalties and
fees not so calculated will not be considered "Yield Maintenance Charges."
SECTION 1.02. General Interpretive Principles.
For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:
(i) the terms defined in this Agreement have the meanings assigned
to them in this Agreement and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other
gender;
(ii) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting
principles;
(iii) references herein to "Articles", "Sections", "Subsections",
"Paragraphs" and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Agreement;
(iv) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section
in which the reference appears, and this rule shall also apply to
Paragraphs and other subdivisions;
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(v) the words "herein", "hereof", "hereunder", "hereto", "hereby"
and other words of similar import refer to this Agreement as a whole and
not to any particular provision;
(vi) "or" is not exclusive; and
(vii) the terms "include" or "including" shall mean without
limitation by reason of enumeration.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Creation of Trust; Conveyance of Mortgage Loans.
(a) It is the intention of the parties hereto that a common law
trust be established pursuant to this Agreement and that such trust be
designated "LB Commercial Mortgage Trust". LaSalle National Bank is hereby
appointed, and does hereby agree, to act as Trustee hereunder and, in such
capacity, to hold the Trust Fund in trust for the exclusive use and benefit of
all present and future Certificateholders. The Depositor, concurrently with the
execution and delivery hereof, does hereby assign, sell, transfer, set over and
otherwise convey to the Trustee in trust, without recourse, for the benefit of
the Certificateholders all the right, title and interest of the Depositor, in,
to and under (i) the Mortgage Loans, (ii) Sections 2, 3, 9,11, 12, 13, 14, 15,
16 and 17 of the Mortgage Loan Purchase Agreement and (iii) all other assets
included or to be included in the Trust Fund. Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage
Loans and due after the Cut-off Date. The transfer of the Mortgage Loans and the
related rights and property accomplished hereby is absolute and, notwithstanding
Section 11.07, is intended by the parties to constitute a sale.
(b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Seller, pursuant to the
Mortgage Loan Purchase Agreement, to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or a Custodian appointed thereby
(with a copy to the Master Servicer), on or before the Closing Date, the
Mortgage File for each Mortgage Loan so assigned. None of the Trustee, any
Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by the Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the Mortgage Loan Purchase Agreement and this Section
2.01 (b).
(c) The Trustee shall, as to each Mortgage Loan, promptly (and in
any event within 30 days following the later of Closing Date and the date on
which the complete Mortgage File for such Mortgage Loan (including, without
limitation, all necessary recording and filing information) has been delivered
to the Trustee or its agent), at the Mortgage Loan Seller's expense pursuant to
the Mortgage Loan Purchase Agreement, submit for recording or filing, as the
case may be, in the appropriate public office for real property records or UCC
Financing Statements, as appropriate, each assignment of Mortgage, assignment of
Assignment of Leases and any other recordable documents relating to the Mortgage
Loan, in favor of the Trustee referred to in clause (iv) of the definition of
"Mortgage File", and each UCC-2 and UCC-3 assignment in favor of the Trustee
referred to in clause (viii) of the definition of "Mortgage File." Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee or its agent following recording, and each such UCC-2
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and UCC-3 assignment shall reflect that the file copy thereof should be returned
to the Trustee or its agent following filing; provided that in those instances
where the public recording office retains the original assignment of Mortgage or
assignment of Assignment of Leases the Trustee shall obtain therefrom a
certified copy of the recorded original. The Trustee shall forward a copy of
each of the aforementioned assignments to the Master Servicer promptly following
the Trustee's receipt thereof. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Trustee shall direct the Mortgage Loan Seller pursuant to the Mortgage Loan
Purchase Agreement promptly to prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee
shall upon receipt thereof cause the same to be duly recorded or filed, as
appropriate.
(d) All documents and records in the possession of the Depositor or
the Mortgage Loan Seller that relate to the Mortgage Loans and that are not
required to be a part of a Mortgage File in accordance with the definition
thereof, together with all unapplied Escrow Payments and Reserve Funds in the
possession of the Depositor or the Mortgage Loan Seller that relate to the
Mortgage Loans, shall be delivered to the Master Servicer or such other Person
as may be directed by the Master Servicer (at the expense of the Depositor or
the Mortgage Loan Seller) on or before the Closing Date and shall be held by the
Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders.
(e) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above, the Depositor shall deliver to the Trustee and the Master
Servicer on or before the Closing Date a copy of a fully executed counterpart of
the Mortgage Loan Purchase Agreement, as in full force and effect on the Closing
Date.
(f) It is not intended that this Agreement create a partnership or a
joint-stock association.
SECTION 2.02. Acceptance of Trust Fund by Trustee.
(a) The Trustee, by its execution and delivery of this Agreement,
hereby accepts receipt, directly or through a Custodian on its behalf, of (i)
the Mortgage Loans and all documents delivered to it that constitute portions of
the related Mortgage Files and (ii) all other assets delivered to it and
included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and any other documents subsequently received by it that
constitute portions of the Mortgage Files, and that it holds and will hold the
Mortgage Loans and such other assets, together with any other assets
subsequently delivered to it that are to be included in the Trust Fund, in trust
for the exclusive use and benefit of all present and future Certificateholders.
In connection with the foregoing, the Trustee hereby certifies to each of the
other parties hereto, the Mortgage Loan Seller and the Underwriter that, as to
each Mortgage Loan, except as specifically identified in the Schedule of
Exceptions to Mortgage File Delivery attached hereto as Exhibit C, (i) all
documents specified in clauses (i) through (v), (vii) and (viii) of the
definition of "Mortgage File" are in its possession or the possession of a
Custodian
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on its behalf, and (ii) all documents and instruments received by it or any
Custodian with respect to such Mortgage Loan have been reviewed by it or by such
Custodian on its behalf and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if
initialed by the Mortgagor), (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan.
(b) On or about the 90th day following the Closing Date (and, if any
exceptions are noted, again on or about the first anniversary of the Closing
Date), the Trustee or a Custodian on its behalf shall review the documents
delivered to it or such Custodian with respect to each Mortgage Loan, and the
Trustee shall, subject to Sections 2.01, 2.02(c) and 2.02(d), certify in writing
to each of the other parties hereto, the Mortgage Loan Seller and the
Underwriter that, as to each Mortgage Loan then subject to this Agreement
(except as specifically identified in any exception report annexed to such
certification): (i) all documents specified in clauses (i) through (v), (vii)
and (viii) of the definition of "Mortgage File" are in its possession or the
possession of a Custodian on its behalf; (ii) the recordation/filing
contemplated by Section 2.01(c) has been completed (based solely on receipt by
the Trustee of the particular recorded/filed documents); (iii) all documents
received by it or any Custodian with respect to such Mortgage Loan have been
reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv)
based on the examinations referred to in Section 2.02(a) above and this Section
2.02(b) and only as to the foregoing documents, the information set forth in the
Mortgage Loan Schedule with respect to the items specified in clauses (ii), (v)
and (vi)(B) of the definition of "Mortgage Loan Schedule" accurately reflects
the information set forth in the Mortgage File.
(c) None of the Trustee, the Master Servicer, the Special Servicer
or any Custodian is under any duty or obligation to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, none of the Trustee, the Master Servicer, the Special
Servicer or any Custodian shall have any responsibility for determining whether
the text of any assignment or endorsement is in proper or recordable form,
whether the requisite recording of any document is in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.
(d) In performing the reviews contemplated by Subsections (a) and
(b) above, the Trustee may conclusively rely on the Mortgage Loan Seller as to
the purported genuineness of any such document and any signature thereon. It is
understood that the scope of the Trustee's review of the Mortgage Files is
limited solely to confirming that the documents specified in clauses (i) through
(v), (vii) and (viii) of the definition of "Mortgage File" have been received
and such additional information as will be necessary for delivering the
certifications required by Subsections (a) and (b) above.
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SECTION 2.03. Mortgage Loan Seller's Repurchase of Mortgage Loans
for Document Defects and Breaches of Representations
and Warranties.
(a) If any party hereto discovers that any document or documents
constituting a part of a Mortgage File has not been properly executed, is
missing, contains information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule, or does
not appear to be regular on its face (each, a "Document Defect"), or discovers
or receives notice of a breach of any representation or warranty set forth in
Schedule I to, and made pursuant to Section 3 of, the Mortgage Loan Purchase
Agreement (a "Breach"), and such Document Defect or Breach, as the case may be,
materially and adversely affects the interests of the Certificateholders in, or
the value of, any Mortgage Loan, such party shall give prompt written notice
thereof to each of the Rating Agencies, the Mortgage Loan Seller and the other
parties hereto. Promptly upon becoming aware of any such Document Defect or
Breach (including through such written notice provided by any party hereto, as
provided above), the Trustee shall request that the Mortgage Loan Seller, not
later than 90 days from the Mortgage Loan Seller's receipt of such notice (or,
in the case of a Document Defect or Breach relating to a Mortgage Loan not being
a "qualified mortgage" within the meaning of the REMIC Provisions, not later
than 90 days of any party discovering such Document Defect or Breach), cure such
Document Defect or Breach, as the case may be, in all material respects (which
cure shall include payment of losses and any Additional Trust Fund Expenses
associated therewith) or, if such Document Defect or Breach, as the case may be,
cannot be cured within such 90-day period, repurchase the affected Mortgage Loan
at the applicable Purchase Price in accordance with the Mortgage Loan Purchase
Agreement; provided, however, that if such Document Defect or Breach is capable
of being cured but not within such 90-day period, such Document Defect or Breach
is not related to any Mortgage Loan not being a "qualified mortgage" within the
meaning of the REMIC Provisions and the Mortgage Loan Seller has commenced and
is diligently proceeding with the cure of such Document Defect or Breach within
such 90-day period, then (subject to the Mortgage Loan Seller's delivery of the
Officer's Certificate contemplated by the Mortgage Loan Purchase Agreement) the
Mortgage Loan Seller shall have an additional 90 days to complete such cure (or,
in the event of a failure to so cure, to complete such repurchase); and
provided, further, that if, any such Document Defect is still not cured after
the initial 90 days and any such additional 90-day period solely due to the
failure of a recording office to have returned the recorded document, then the
Mortgage Loan Seller shall be entitled to continue to defer its cure and
repurchase obligations in respect of such Document Defect so long as the
Mortgage Loan Seller certifies to the Trustee every 30 days thereafter that the
Document Defect is still in effect solely because of the failure of a recording
office to have returned the recorded document and that the Mortgage Loan Seller
is diligently pursuing the cure of such defect (specifying the actions being
taken), provided that no such deferral of cure or repurchase may continue beyond
the second anniversary of the Closing Date. If the affected Mortgage Loan is to
be repurchased, the Master Servicer shall designate the Custodial Account as the
account to which funds in the amount of the Purchase Price are to be wired.
Notwithstanding the foregoing, the delivery of a commitment to issue a policy of
lender's title insurance in lieu of the delivery of the actual policy of
lender's title insurance shall not be considered a Document Defect with respect
to any Mortgage File if such actual policy
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of insurance is delivered to the Trustee or a Custodian on its behalf not later
than the 90th day following the Closing Date.
(b) In connection with any repurchase of a Mortgage Loan
contemplated by this Section 2.03, the Trustee, the Custodian, the Master
Servicer and the Special Servicer shall each tender to the Mortgage Loan Seller,
upon delivery to each of them of a receipt executed by the Mortgage Loan Seller,
all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan possessed by it, and each document that constitutes a part of the
Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the Mortgage Loan Seller or its designee in the same manner, and
pursuant to appropriate forms of assignment, substantially similar to the manner
and forms pursuant to which such documents were previously assigned to the
Trustee; provided that such tender by the Trustee shall be conditioned upon its
receipt from the Master Servicer of a Request for Release. The Master Servicer
shall, and is hereby authorized and empowered by the Trustee to, prepare,
execute and deliver in its own name, on behalf of the Certificateholders and the
Trustee or any of them, the endorsements and assignments contemplated by this
Section 2.03, and the Trustee shall execute and deliver any powers of attorney
necessary to permit the Master Servicer to do so; provided, however, that the
Trustee shall not be held liable for any misuse of any such power of attorney by
the Master Servicer.
(c) The Mortgage Loan Purchase Agreement provides the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to the
Mortgage Loans.
SECTION 2.04. Representations and Warranties of Depositor.
(a) The Depositor hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Fiscal
Agent, the Master Servicer and the Special Servicer, as of the Closing Date,
that:
(i) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
(ii) The execution and delivery of this Agreement by the Depositor,
and the performance and compliance with the terms of this Agreement by the
Depositor, will not violate the Depositor's certificate of incorporation
or by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it is a
party or which is applicable to it or any of its assets.
(iii) The Depositor has the full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement.
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(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Depositor, enforceable against the Depositor
in accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Depositor is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Depositor's good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of the Depositor to perform its obligations under this Agreement or the
financial condition of the Depositor.
(vi) The transfer of the Mortgage Loans to the Trustee as
contemplated herein requires no regulatory approval, other than any such
approvals as have been obtained, and is not subject to any bulk transfer
or similar law in effect in any applicable jurisdiction.
(vii) No litigation is pending or, to the best of the Depositor's
knowledge, threatened against the Depositor that, if determined adversely
to the Depositor, would prohibit the Depositor from entering into this
Agreement or that, in the Depositor's good faith and reasonable judgment,
is likely to materially and adversely affect either the ability of the
Depositor to perform its obligations under this Agreement or the financial
condition of the Depositor.
(viii) Immediately prior to the transfer of the Mortgage Loans to
the Trust Fund pursuant to this Agreement, (A) the Depositor had good and
marketable title to, and was the sole owner and holder of, each Mortgage
Loan; and (B) the Depositor has full right and authority to sell, assign
and transfer the Mortgage Loans and all servicing rights pertaining
thereto.
(ix) The Depositor is transferring the Mortgage Loans to the Trust
Fund free and clear of any liens, pledges, charges and security interests.
(b) The representations and warranties of the Depositor set forth in
Section 2.04(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice thereof to the
other parties.
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SECTION 2.05. Execution, Authentication and Delivery of Class R-I
Certificates; Creation of REMIC I Regular Interests.
The Trustee hereby acknowledges the assignment to it of the assets
included in the Trust Fund. Concurrently with such assignment and in exchange
therefor, (a) the REMIC I Regular Interests have been issued, and (b) pursuant
to the written request of the Depositor executed by an officer thereof, the
Trustee, as Certificate Registrar, has executed, and the Trustee, as
Authenticating Agent, has authenticated and delivered to or upon the order of
the Depositor, the Class R-I Certificates in authorized denominations. The
interests evidenced by the Class R-I Certificates, together with the REMIC I
Regular Interests, constitute the entire beneficial ownership of REMIC I. The
rights of the Class R-I Certificateholders and REMIC II (as holder of the REMIC
I Regular Interests) to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Certificates and the REMIC I Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-I Certificates and the REMIC I Regular Interests, shall be as set forth in
this Agreement.
SECTION 2.06. Conveyance of REMIC I Regular Interests; Acceptance of
REMIC II by Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Holders of the Class R-II
Certificates and REMIC III as the holder of the REMIC II Regular Interests. The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Holders of the Class R-II Certificates and
REMIC III as the holder of the REMIC II Regular Interests.
SECTION 2.07. Execution, Authentication and Delivery of Class R-II
Certificates.
Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests and in exchange therefor, (a) the REMIC II Regular Interests
have been issued and (b) pursuant to the written request of the Depositor
executed by an officer thereof, the Trustee, as Certificate Registrar, has
executed, and the Trustee, as Authenticating Agent, has authenticated and
delivered to or upon the order of the Depositor, the Class R-II Certificates in
authorized denominations. The rights of the Class R-II Certificateholders and
REMIC III (as holder of the REMIC II Regular Interests) to receive distributions
from the proceeds of REMIC II in respect of the Class R-II Certificates and the
REMIC II Regular Interests, respectively, and all ownership interests evidenced
or constituted by the Class R-II Certificates and the REMIC II Regular
Interests, shall be as set forth in this Agreement.
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SECTION 2.08. Conveyance of REMIC II Regular Interests; Acceptance
of REMIC III by Trustee.
The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all the right, title and interest of the Depositor in and to the REMIC II
Regular Interests to the Trustee for the benefit of the Holders of the REMIC III
Certificates. The Trustee acknowledges the assignment to it of the REMIC II
Regular Interests and declares that it holds and will hold the same in trust for
the exclusive use and benefit of all present and future Holders of the REMIC III
Certificates.
SECTION 2.09. Execution, Authentication and Delivery of REMIC III
Certificates.
Concurrently with the assignment to the Trustee of the REMIC II
Regular Interests and in exchange therefor, pursuant to the written request of
the Depositor executed by an officer thereof, the Trustee, as Certificate
Registrar, has executed, and the Trustee, as Authenticating Agent, has
authenticated and delivered to or upon the order of the Depositor, the REMIC III
Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC III. The rights of the Holders of the respective Classes of
REMIC III Certificates to receive distributions from the proceeds of REMIC III
in respect of their REMIC III Certificates, and all ownership interests
evidenced or constituted by the respective Classes of REMIC III Certificates in
such distributions, shall be as set forth in this Agreement.
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ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Administration of the Mortgage Loans.
(a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans that each is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee, for the benefit
of the Certificateholders, as determined in the good faith and reasonable
judgement of the Master Servicer or the Special Servicer, as the case may be, in
accordance with any and all applicable laws, the terms of this Agreement and the
terms of the respective Mortgage Loans and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. The Master Servicer or the
Special Servicer, as applicable in accordance with this Agreement, shall service
and administer each Cross-Collateralized Group as a single Mortgage Loan as and
when necessary and appropriate consistent with the Servicing Standard. Without
limiting the foregoing, and subject to Section 3.21, (i) the Master Servicer
shall service and administer all Mortgage Loans that are not Specially Serviced
Mortgage Loans, and (ii) the Special Servicer shall service and administer each
Specially Serviced Mortgage Loan and REO Property and shall render such services
with respect to all Mortgage Loans and REO Properties as are specifically
provided for herein. All references herein to the respective duties of the
Master Servicer and the Special Servicer, and to the areas in which they may
exercise discretion, shall be subject to Section 3.21.
(b) Subject to Section 3.01(a) and Section 6.11, the Master Servicer
and the Special Servicer shall each have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Master Servicer and the Special
Servicer, in its own name, with respect to each of the Mortgage Loans it is
obligated to service hereunder, is hereby authorized and empowered by the
Trustee to execute and deliver, on behalf of the Certificateholders and the
Trustee or any of them, (i) any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by any Mortgage or other security document in the related Mortgage File
on the related Mortgaged Property and related collateral; (ii) in accordance
with the Servicing Standard and subject to Section 3.20 and Section 6.11, any
and all modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall, at the written request of the Master Servicer or the Special
Servicer, promptly execute any limited powers of attorney and other documents
furnished by the Master Servicer or the Special Servicer that are necessary or
appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Master Servicer or the
Special Servicer.
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(c) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee under this Agreement is intended by the parties to be
that of an independent contractor and not that of a joint venturer, partner or
agent.
SECTION 3.02. Collection of Mortgage Loan Payments.
(a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts to collect all payments required under the terms
and provisions of the Mortgage Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard. Consistent with the foregoing, the Special Servicer, with regard to a
Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a
Mortgage Loan that is not a Specially Serviced Mortgage Loan, may waive any
Default Interest or late payment charge in connection with any payment on a
Mortgage Loan.
(b) All amounts collected in respect of any Cross-Collateralized
Group in the form of payments from Mortgagors, Insurance Proceeds and
Liquidation Proceeds, shall be applied by the Master Servicer among the Mortgage
Loans constituting such Cross-Collateralized Group in accordance with the
express provisions of the related loan documents and, in the absence of such
express provisions, on a pro rata basis in accordance with the respective
amounts then "due and owing" as to each such Mortgage Loan. All amounts
collected in respect of or allocable to any particular Mortgage Loan (whether or
not such Mortgage Loan constitutes part of a Cross-Collateralized Group) in the
form of payments from Mortgagors, Liquidation Proceeds or Insurance Proceeds
shall be applied to amounts due and owing under the related Mortgage Note and
Mortgage (including, without limitation, for principal and accrued and unpaid
interest) in accordance with the express provisions of the related Mortgage Note
and Mortgage and, in the absence of such express provisions, shall be applied
for purposes of this Agreement: first, as a recovery of any related and
unreimbursed Servicing Advances; second, as a recovery of accrued and unpaid
interest on such Mortgage Loan at the related Mortgage Rate to, but not
including, the date of receipt (or, in the case of a full Monthly Payment from
any Mortgagor, through the related Due Date), exclusive, however, in the case of
an ARD Loan after its Anticipated Repayment Date, of any such accrued and unpaid
interest that constitutes Additional Interest; third, as a recovery of principal
of such Mortgage Loan then due and owing, including by reason of acceleration of
the Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fourth, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items; fifth, as a recovery of Reserve Funds to the
extent then required to be held in escrow; sixth, as a recovery of any
Prepayment Premium or Yield Maintenance Charge then due and owing under such
Mortgage Loan; seventh, as a recovery of any Default Interest and late payment
charges then due and owing under such Mortgage Loan; eighth, as a recovery of
any assumption fees and modification fees then due and owing under such Mortgage
Loan; ninth, as a recovery of any other amounts then due and owing under such
Mortgage Loan (other than remaining unpaid principal and, in the case of an ARD
Loan after its Anticipated Repayment Date, other than Additional Interest);
tenth, as a recovery of
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any remaining principal of such Mortgage Loan to the extent of its entire
remaining unpaid principal balance; and, eleventh, in the case of an ARD Loan
after its Anticipated Repayment Date, as a recovery of accrued and unpaid
Additional Interest on such ARD Loan to but not including the date of receipt.
SECTION 3.03. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts; Reserve Accounts.
(a) The Master Servicer shall, as to all Mortgage Loans, establish
and maintain one or more accounts (the "Servicing Accounts"), in which all
Escrow Payments shall be deposited and retained. Subject to the terms of the
related Mortgage Loan documents, each Servicing Account shall be an Eligible
Account. Withdrawals of amounts so collected from a Servicing Account may be
made (to the extent of amounts on deposit therein in respect of the related
Mortgage Loan or, in the case of clauses (iv) and (v), to the extent of interest
or other income earned on such amounts) only to: (i) effect payment of real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and
comparable items in respect of the respective Mortgaged Properties; (ii)
reimburse the Master Servicer or the Special Servicer for any Servicing Advances
made to cover any of the items described in the immediately preceding clause
(i); (iii) refund to Mortgagors any sums as may be determined to be overages;
(iv) pay interest, if required and as described below, to Mortgagors on balances
in the Servicing Account; (v) pay the Master Servicer interest and investment
income on balances in the Servicing Account as described in Section 3.06(b), if
and to the extent not required by law or the terms of Mortgage Loan to be paid
to the Mortgagor; or (vi) clear and terminate the Servicing Account at the
termination of this Agreement in accordance with Section 9.01. To the extent
permitted by law or the applicable Mortgage Loan, funds in the Servicing
Accounts may be invested only in Permitted Investments in accordance with the
provisions of Section 3.06. The Master Servicer shall pay or cause to be paid to
the Mortgagors interest, if any, earned on the investment of funds in Servicing
Accounts maintained thereby, if required by law or the terms of the related
Mortgage Loan. If the Master Servicer shall deposit in a Servicing Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from such Servicing Account, any provision herein to the contrary
notwithstanding.
(b) The Master Servicer shall, as to each and every Mortgage Loan,
(i) maintain accurate records with respect to the related Mortgaged Property
reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof and (ii) use reasonable efforts to
obtain, from time to time, all bills for (or otherwise confirm) the payment of
such items (including renewal premiums) and, for the Mortgage Loans that require
the related Mortgagor to escrow for such items, shall effect payment thereof
prior to the applicable penalty or termination date. For purposes of effecting
any such payment for which it is responsible, the Master Servicer shall apply
Escrow Payments as allowed under the terms of the related Mortgage Loan (or, if
such Mortgage Loan does not require the related Mortgagor to escrow for the
payment of real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items, the Master Servicer shall use reasonable efforts
consistent with the Servicing Standard to cause the related Mortgagor to
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comply with the requirement of the related Mortgage that the Mortgagor make
payments in respect of such items at the time they first become due). Subject to
Section 3.03(e), the Master Servicer shall timely make a Servicing Advance to
cover any such item which is not so paid.
(c) The Master Servicer shall, as to each and every Mortgage Loan,
make a Servicing Advance with respect to the related Mortgaged Property in an
amount equal to all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items, (ii)
ground rents (if applicable), and (iii) premiums on Insurance Policies, in each
instance if and to the extent Escrow Payments (if any) collected from the
related Mortgagor are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided that the
particular Servicing Advance would not, if made, constitute a Nonrecoverable
Servicing Advance. All such Servicing Advances shall be reimbursable in the
first instance from related collections from the Mortgagors, and further as
provided in Section 3.05(a). No costs incurred by the Master Servicer in
effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes of
this Agreement, including, without limitation, the Trustee's calculation of
monthly distributions to Certificateholders, be added to the unpaid Stated
Principal Balances of the related Mortgage Loans, notwithstanding that the terms
of such Mortgage Loans so permit. The foregoing shall in no way limit the Master
Servicer's ability to charge and collect from the Mortgagor such costs together
with interest thereon.
If the Master Servicer or Special Servicer is required under any
provision of this Agreement (including, but not limited to, this Section
3.03(c)) to make a Servicing Advance, but neither does so within 15 days after
such Advance is required to be made, the Trustee shall, if it has actual
knowledge of such failure on the part of the Master Servicer or Special
Servicer, as the case may be, give written notice of such failure, as
applicable, to the Master Servicer or the Special Servicer. If such Servicing
Advance is not made by the Master Servicer or the Special Servicer within three
Business Days after such notice is given to the Master Servicer or the Special
Servicer, as applicable, then (subject to a determination that such Servicing
Advance would, if made, be a Nonrecoverable Servicing Advance) the Trustee shall
make such Servicing Advance. If the Trustee fails to make any Servicing Advance
required to be made under this Section 3.03(c), then (subject to a determination
that such Servicing Advance would, if made, be a Nonrecoverable Servicing
Advance) the Fiscal Agent shall make such Servicing Advance within three
Business Days of such failure by the Trustee and, thereby, the Trustee shall be
deemed not to be in default under this Agreement. Any failure by the Master
Servicer or the Special Servicer to make a Servicing Advance (excluding
Servicing Advances determined to be Nonrecoverable Servicing Advances prior to
the Master Servicer's or the Special Servicer's, as the case may be, refusal or
failure to make such Servicing Advance) hereunder shall constitute an Event of
Default by the Master Servicer or the Special Servicer, as the case may be,
subject to and as provided in Section 7.01.
(d) The Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, compounded annually, accrued on the amount of
each Servicing Advance made thereby (with its own
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funds) for so long as such Servicing Advance is outstanding, such interest to be
payable: (i) at any time, out of late payment charges and Default Interest
collected on or in respect of the particular Mortgage Loan or REO Property as to
which such Servicing Advance relates; and (ii) to the extent that such late
payment charges and Default Interest are insufficient, but only after the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Mortgage Loans and REO Properties on deposit in the
Collection Account. The Master Servicer shall reimburse itself, the Special
Servicer, the Trustee or the Fiscal Agent, as appropriate and in accordance with
Section 3.05(a), for any Servicing Advance as soon as practicable after funds
available for such purpose are deposited in the Custodial Account.
(e) None of the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent shall be required to make out of its own funds any Servicing
Advance that would, if made, constitute a Nonrecoverable Servicing Advance. The
determination by either the Master Servicer or the Special Servicer that it has
made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, shall be made in
accordance with the Servicing Standard and shall be evidenced by an Officers'
Certificate delivered promptly to the Trustee and the Depositor, setting forth
the basis for such determination, together with a copy of any appraisal of the
related Mortgaged Property or REO Property, as the case may be (which appraisal
shall take into account the factors specified in Section 3.18(e) and shall have
been conducted by an Independent Appraiser in accordance with the standards of
the Appraisal Institute, within the twelve months preceding such determination
of nonrecoverability), and further accompanied by related Mortgagor operating
statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in the Master Servicer's or
the Special Servicer's possession) and any engineers' reports, environmental
surveys or similar reports that the Master Servicer or the Special Servicer may
have obtained and that support such determination. The Trustee and the Fiscal
Agent shall be entitled to rely, conclusively, on any determination by the
Master Servicer or the Special Servicer that a Servicing Advance, if made, would
be a Nonrecoverable Advance; provided, however, that if the Master Servicer or
the Special Servicer has failed to make a Servicing Advance for reasons other
than a determination by the Master Servicer or the Special Servicer, as
applicable, that such Servicing Advance would be a Nonrecoverable Advance, the
Trustee or the Fiscal Agent, as applicable, shall make such Servicing Advance
within the time periods required by Section 3.03(c) unless the Trustee or the
Fiscal Agent, in good faith, makes a determination that such Servicing Advance
would be a Nonrecoverable Advance.
Notwithstanding anything set forth herein to the contrary, however,
the Master Servicer shall (at the direction of the Special Servicer if a
Specially Serviced Mortgage Loan or an REO Property is involved) pay directly
out of the Custodial Account any servicing expense that, if advanced by the
Master Servicer or the Special Servicer, would constitute a Nonrecoverable
Servicing Advance; provided that the Master Servicer (or the Special Servicer,
if a Specially Serviced Mortgage Loan or an REO Property is involved) has
determined in accordance with the Servicing Standard that making such payment is
in the best interests of the Certificateholders (as a collective whole), as
evidenced by an Officer's Certificate delivered promptly to the Trustee, the
Depositor and
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the Controlling Class Representative, setting forth the basis for such
determination and accompanied by any information that such Person may have
obtained that supports such determination. A copy of any such Officer's
Certificate (and accompanying information) of the Master Servicer shall also be
promptly delivered to the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the Special Servicer shall also be
promptly delivered to the Master Servicer. The Master Servicer may conclusively
rely on any information in this regard provided by the Special Servicer (if
other than the Master Servicer or an Affiliate thereof).
(f) The Master Servicer shall, as to all Mortgage Loans, establish
and maintain, as applicable, one or more accounts (the "Reserve Accounts"), into
which all Reserve Funds, if any, shall be deposited and retained. Withdrawals of
amounts so deposited may be made (i) to pay for, or to reimburse the related
Mortgagor in connection with, the related repairs, capital improvements and/or
environmental remediation at the related Mortgaged Property if the repairs,
capital improvements and/or environmental remediation have been completed, and
such withdrawals are made in accordance with the Servicing Standard and the
terms of the related Mortgage Note, Mortgage and any other agreement with the
related Mortgagor governing such Reserve Funds and (ii) to pay the Master
Servicer interest and investment income earned on amounts in the Reserve
Accounts as described below. To the extent permitted in the applicable Mortgage,
funds in the Reserve Accounts may be invested in Permitted Investments in
accordance with the provisions of Section 3.06. Subject to the related Mortgage
Loan documents, all Reserve Accounts shall be Eligible Accounts. Consistent with
the Servicing Standard, the Master Servicer may waive or extend the date set
forth in any agreement governing such Reserve Funds by which the required
repairs, capital improvements and/or environmental remediation at the related
Mortgaged Property must be completed.
SECTION 3.04. Custodial Account and Collection Account.
(a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Custodial Account"), in which the amounts described
in clauses (i) through (viii) below shall be deposited and held on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Custodial
Account shall be an Eligible Account. The Master Servicer shall deposit or cause
to be deposited in the Custodial Account, within two Business Days of receipt
thereof (in the case of payments by Mortgagors or other collections on the
Mortgage Loans) or as otherwise required hereunder, the following payments and
collections received or made by the Master Servicer or on its behalf subsequent
to the Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due and payable on or before the Cut-off Date, which payments
shall be delivered promptly to the Mortgage Loan Seller or its designee, with
negotiable instruments endorsed as necessary and appropriate without recourse),
or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal of the Mortgage Loans,
including, without limitation, Principal Prepayments;
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(ii) all payments on account of interest on the Mortgage Loans,
including, without limitation, Default Interest and Additional Interest,
and late payment charges;
(iii) all Prepayment Premiums and Yield Maintenance Charges;
(iv) all Insurance Proceeds and Liquidation Proceeds (other than
that portion of the Liquidation Proceeds described in clause (vi) of the
definition thereof that are required to be deposited in the Collection
Account pursuant to Section 9.01) received in respect of any Mortgage
Loan;
(v) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses incurred with respect
to Permitted Investments of funds held in the Custodial Account;
(vi) any amounts required to be deposited by the Master Servicer or
the Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard policy;
(vii) any amounts required to be transferred from an REO Account
pursuant to Section 3.16(c); and
(viii) insofar as they do not constitute Escrow Payments, any
amounts paid by a Mortgagor specifically to cover items for which a
Servicing Advance has been made.
The foregoing requirements for deposit in the Custodial Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, Reserve Funds, assumption fees,
modification fees, extension fees, charges for beneficiary statements or
demands, amounts collected for checks returned for insufficient funds and any
similar fees need not be deposited by the Master Servicer in the Custodial
Account. If the Master Servicer shall deposit in the Custodial Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Custodial Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall promptly deliver to the Special
Servicer, as additional servicing compensation in accordance with Section
3.11(d), assumption fees, modification fees, extension fees and other
transaction fees received by the Master Servicer to which the Special Servicer
is entitled pursuant to such section upon receipt of a certificate of a
Servicing Officer of the Special Servicer describing the item and amount. The
Custodial Account shall be maintained as a segregated account, separate and
apart from trust funds created for mortgage-backed securities of other series
and the other accounts of the Master Servicer.
Upon receipt of any of the amounts described in clauses (i) through
(iv) and (viii) above with respect to any Mortgage Loan, the Special Servicer
shall promptly, but in no event later than one Business Day after receipt, remit
such amounts to the Master Servicer for deposit into the Custodial Account in
accordance with the second preceding paragraph, unless the Special Servicer
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determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement or other
appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the
order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to
the Master Servicer for deposit into the Custodial Account pursuant to Section
3.16(c).
(b) The Trustee shall establish and maintain one or more trust
accounts (collectively, the "Collection Account") to be held in trust for the
benefit of the Certificateholders. The Collection Account shall be an Eligible
Account. The Master Servicer shall deliver to the Trustee each month on or
before the P&I Advance Date therein, for deposit in the Collection Account, an
aggregate amount of immediately available funds equal to that portion of the
Available Distribution Amount (calculated without regard to clause (b)(ii)(B) of
the definition thereof) for the related Distribution Date then on deposit in the
Custodial Account, together with (i) any Prepayment Premiums or Yield
Maintenance Charges received on the Mortgage Loans during the related Collection
Period, (ii) any Additional Interest collected on any ARD Loan after its
Anticipated Repayment Date and (iii) in the case of the final Distribution Date,
any additional amounts contemplated by the second paragraph of Section 9.01.
In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee (without duplication) for deposit in the
Collection Account:
(i) any P&I Advances required to be made by the Master Servicer in
accordance with Section 4.03(a);
(ii) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.06 in connection with losses realized on Permitted
Investments with respect to funds held in the Collection Account;
(iii) any amounts required to be deposited by the Master Servicer
pursuant to Section 3.19(a) in connection with Prepayment Interest
Shortfalls; and
(iv) the Purchase Price paid in connection with the purchase by the
Master Servicer of all of the Mortgage Loans and any REO Properties
pursuant to Section 9.01, exclusive of the portion of such amounts
required to be deposited in the Custodial Account pursuant to Section
9.01.
The Trustee shall, upon receipt, deposit in the Collection Account
any and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein.
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(c) Funds in the Custodial Account and the Collection Account (other
than Additional Interest received in respect of the ARD Loans after their
respective Anticipated Repayment Dates) may be invested only in Permitted
Investments in accordance with the provisions of Section 3.06. The Master
Servicer shall give notice to the Trustee, the Special Servicer and the Rating
Agencies of the location of the Custodial Account as of the Closing Date and of
the new location of the Custodial Account prior to any change thereof. The
Trustee shall give notice to the Master Servicer, the Special Servicer and the
Rating Agencies of the location of the Collection Account as of the Closing Date
and of the new location of the Collection Account prior to any change thereof.
SECTION 3.05. Permitted Withdrawals From the Custodial Account and
the Collection Account.
(a) The Master Servicer may, from time to time, make withdrawals
from the Custodial Account for any of the following purposes (the order set
forth below not constituting an order of priority for such withdrawals):
(i) to remit to the Trustee for deposit in the Collection Account
the amounts required to be so deposited pursuant to the first paragraph of
Section 3.04(b) and any amounts that may be applied to make P&I Advances
pursuant to Section 4.03(a);
(ii) to reimburse the Fiscal Agent, the Trustee and itself, in that
order, for unreimbursed P&I Advances, the Fiscal Agent's, the Trustee's
and Master Servicer's, as the case may be, respective rights to
reimbursement pursuant to this clause (ii) with respect to any P&I Advance
(other than Nonrecoverable Advances, which are reimbursable pursuant to
clause (vii) below) being limited to amounts that represent Late
Collections of interest and principal (net of the related Master Servicing
Fees and any related Workout Fees or Liquidation Fees) received in respect
of the particular Mortgage Loan or REO Loan as to which such P&I Advance
was made;
(iii) to pay to itself earned and unpaid Master Servicing Fees in
respect of each Mortgage Loan and REO Loan, the Master Servicer's right to
payment pursuant to this clause (iii) with respect to any Mortgage Loan or
REO Loan being limited to amounts received on or in respect of such
Mortgage Loan (whether in the form of payments, Liquidation Proceeds or
Insurance Proceeds) or such REO Loan (whether in the form of REO Revenues,
Liquidation Proceeds or Insurance Proceeds) that are allocable as a
recovery of interest thereon;
(iv) to pay to the Special Servicer, out of general collections on
the Mortgage Loans and any REO Properties, earned and unpaid Special
Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
Loan;
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(v) to pay the Special Servicer (or, if applicable, a predecessor
Special Servicer) earned and unpaid Workout Fees and Liquidation Fees in
respect of each Specially Serviced Mortgage Loan, Corrected Mortgage Loan
and REO Loan, in the amounts and from the sources specified in Section
3.11(c);
(vi) to reimburse the Fiscal Agent, the Trustee, itself or the
Special Servicer, in that order, for any unreimbursed Servicing Advances,
the Fiscal Agent's, the Trustee's, the Master Servicer's and the Special
Servicer's respective rights to reimbursement pursuant to this clause (vi)
with respect to any Servicing Advance being limited to payments made by
the related Mortgagor that are allocable to such Servicing Advance, or to
Liquidation Proceeds (net of Liquidation Fees payable therefrom),
Insurance Proceeds and, if applicable, REO Revenues received in respect of
the particular Mortgage Loan or REO Property as to which such Servicing
Advance was made;
(vii) to reimburse the Fiscal Agent, the Trustee, itself or the
Special Servicer, in that order, out of general collections on the
Mortgage Loans and any REO Properties, for any unreimbursed Advances that
have been or are determined to be Nonrecoverable Advances;
(viii) to pay the Fiscal Agent, the Trustee, itself or the Special
Servicer, as the case may be, in that order, any interest accrued and
payable in accordance with Section 3.03(d) or 4.03(d), as applicable, on
any Advance made thereby, the Fiscal Agent's, the Trustee's, the Master
Servicer's and the Special Servicer's respective rights to payment
pursuant to this clause (viii) with respect to interest on any Advance
being (A) limited to late payment charges and Default Interest collected
in respect of the related Mortgage Loan or REO Loan, as the case may be,
until such Advance is reimbursed, and (B) available out of general
collections on the Mortgage Loans and any REO Properties after such
Advance has been reimbursed;
(ix) to pay, out of general collections on the Mortgage Loans and
any REO Properties, for costs and expenses incurred by the Trust Fund
pursuant to Section 3.09(c) (other than the costs of environmental
testing, which are to be covered by, and reimbursable as, a Servicing
Advance);
(x) to pay itself, as additional servicing compensation in
accordance with Section 3.11(b), (A) interest and investment income earned
in respect of amounts held in the Custodial Account as provided in Section
3.06(b), but only to the extent of the Net Investment Earnings with
respect to the Custodial Account for any Collection Period, (B) Prepayment
Interest Excesses and (C) Default Interest and late payment charges in
respect of Mortgage Loans that are not Specially Serviced Mortgage Loans
(to the extent such Default Interest and/or late payment charges were not
applied to offset interest on Advances pursuant to clause (viii)(A)
above), and to pay the Special Servicer, as additional servicing
compensation in accordance with Section 3.11(d), Default Interest and late
payment charges in respect of Mortgage Loans that are Specially Serviced
Mortgage Loans and in respect of
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REO Loans (to the extent such Default Interest and/or late payment charges
were not applied to offset interest on Advances pursuant to clause
(viii)(A) above);
(xi) to pay, out of general collections on the Mortgage Loans and
any REO Properties, for the cost of an independent appraiser or other
expert in real estate matters retained pursuant to Section 3.03(e) or
4.03(c);
(xii) to pay itself, the Special Servicer, the Depositor, or any of
their respective directors, officers, employees and agents, as the case
may be, out of general collections on the Mortgage Loans and any REO
Properties, any amounts payable to any such Person pursuant to Section
6.03;
(xiii) to pay, out of general collections on the Mortgage Loans and
any REO Properties, for (A) the cost of the Opinion of Counsel
contemplated by Section 11.02(a), (B) the cost of an Opinion of Counsel
contemplated by Section 11.01(a) or 11.01(c) in connection with any
amendment to this Agreement requested by the Master Servicer or the
Special Servicer that protects or is in furtherance of the rights and
interests of Certificateholders, and (C) the cost of recording this
Agreement in accordance with Section 11.02(a);
(xiv) to pay itself, the Special Servicer, the Mortgage Loan Seller,
the Majority Subordinate Certificateholder or any other Person, as the
case may be, with respect to each Mortgage Loan, if any, previously
purchased by such Person pursuant to this Agreement, all amounts received
thereon subsequent to the date of purchase;
(xv) to pay, in accordance with Section 3.03(e), out of general
collections on the Mortgage Loans and any REO Properties, any servicing
expenses, that would, if advanced, constitute Nonrecoverable Servicing
Advances; and
(xvi) to clear and terminate the Custodial Account at the
termination of this Agreement pursuant to Section 9.01.
The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, in
connection with any withdrawal from the Custodial Account pursuant to clauses
(ii) - (xv) above.
The Master Servicer shall pay to the Special Servicer (or to third
party contractors at the direction of the Special Servicer), the Trustee or the
Fiscal Agent from the Custodial Account amounts permitted to be paid to the
Special Servicer (or to any such third party contractor), the Trustee or the
Fiscal Agent therefrom promptly upon receipt of a certificate of a Servicing
Officer of the Special Servicer or of a Responsible Officer of the Trustee or
Fiscal Agent, as the case may be, describing the item and amount to which the
Special Servicer (or such third party contractor), the Trustee or the Fiscal
Agent, as applicable, is entitled. The Master Servicer may rely conclusively on
any such certificate and shall have no duty to re-calculate the amounts stated
therein. The Special
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Servicer shall keep and maintain separate accounting for each Specially Serviced
Mortgage Loan and REO Property, on a loan-by-loan and property-by-property
basis, for the purpose of justifying any request for withdrawal from the
Custodial Account. With respect to each Mortgage Loan for which it makes an
Advance, each of the Trustee and Fiscal Agent shall similarly keep and maintain
separate accounting for each Mortgage Loan and REO Property, on a loan-by-loan
and property-by-property basis, for the purpose of justifying any request for
withdrawal from the Custodial Account for reimbursements of Advances or interest
thereon.
(b) The Trustee may, from time to time, make withdrawals from the
Collection Account for any of the following purposes (in no particular order of
priority):
(i) to make distributions to Certificateholders on each Distribution
Date pursuant to Section 4.01 or 9.01, as applicable;
(ii) to pay the Trustee, the Fiscal Agent or any of their respective
directors, officers, employees and agents, as the case may be, out of
general collections on the Mortgage Loans and any REO Properties, any
amounts payable or reimbursable to any such Person pursuant to Section
7.01(b), Section 8.05 and/or Section 8.17(b), as applicable;
(iii) to pay the Master Servicer, as additional servicing
compensation in accordance with Section 3.11(b), interest and investment
income earned in respect of amounts held in the Collection Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the Collection Account for any Collection
Period);
(iv) to pay, out of general collections on the Mortgage Loans and
any REO Properties, for the cost of the Opinions of Counsel sought by the
Trustee or the REMIC Administrator (A) as provided in clause (v) of the
definition of "Disqualified Organization", (B) as contemplated by Sections
9.02(a)(i), 10.01(i) and 10.02(e), or (C) as contemplated by Section
11.01(a) or 11.01(c) in connection with any amendment to this Agreement
requested by the Trustee which amendment is in furtherance of the rights
and interests of Certificateholders;
(v) to pay, out of general collections on the Mortgage Loans and any
REO Properties, any and all federal, state and local taxes imposed on any
of the REMICs created hereunder or on the assets or transactions of any
such REMIC, together with all incidental costs and expenses, to the extent
none of the Depositor, the Trustee, the REMIC Administrator, the Master
Servicer or the Special Servicer is liable therefor pursuant to Section
10.01(j) or Section 10.02(f);
(vi) to pay the REMIC Administrator, out of general collections on
the Mortgage Loans and any REO Properties, any amounts reimbursable to it
pursuant to Section 10.01(f) or Section 10.02(b);
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(vii) to pay the Master Servicer any amounts deposited by the Master
Servicer in the Collection Account in error; and
(viii) to clear and terminate the Collection Account at the
termination of this Agreement pursuant to Section 9.01.
SECTION 3.06. Investment of Funds in the Servicing Accounts, the
Reserve Accounts, the Custodial Account, the
Collection Account and the REO Account.
(a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account or the Custodial
Account and may direct in writing the Trustee with respect to the Collection
Account (each, for purposes of this Section 3.06, an "Investment Account"), and
the Special Servicer may direct in writing any depository institution
maintaining the REO Account (also, for purposes of this Section 3.06, an
"Investment Account"), to invest, or if it is such depository institution, may
itself invest, the funds held therein (other than Additional Interest received
in respect of the ARD Loans after their respective Anticipated Repayment Dates)
in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement; provided that, in the
case of any Servicing Account or Reserve Account, such investment direction
shall be subject to the related Mortgage Loan documents. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such). The Master Servicer (with respect to Permitted
Investments of amounts in the Servicing Accounts, the Reserve Accounts and the
Custodial Account) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Account), on behalf of the Trustee, shall (and
the Trustee hereby designates the Master Servicer and the Special Servicer, as
applicable, as the person that shall) maintain continuous possession of any
Permitted Investment that is either (i) a "certificated security", as such term
is defined in the UCC, or (ii) other property in which a secured party may
perfect its security interest by possession under the UCC or any other
applicable law. Possession of any such Permitted Investment by the Master
Servicer or the Special Servicer shall constitute possession by a Person
designated by the Trustee for purposes of Section 8-313 of the UCC and
possession by the Trustee, as secured party, for purposes of Section 9-305 of
the UCC and any other applicable law. If amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Master Servicer (in the case of the Custodial Account, Servicing Accounts
and Reserve Accounts), the Trustee (in the case of the Collection Account) or
the Special Servicer (in the case of the REO Account) shall:
(x) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such
Permitted Investment may otherwise mature hereunder in an
amount equal to at least the lesser of (1) all
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amounts then payable thereunder and (2) the amount required to
be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by the Master Servicer or the Special Servicer,
as the case may be, that such Permitted Investment would not
constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.
(b) Whether or not the Master Servicer directs the investment of
funds in any of the Servicing Accounts, the Reserve Accounts, the Custodial
Account or the Collection Account, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for each such Investment Account for each Collection Period, and (in the case of
Servicing Accounts and Reserve Accounts) to the extent not otherwise payable to
Mortgagors under applicable law or the related Mortgage Loan documents, shall be
for the sole and exclusive benefit of the Master Servicer and shall be subject
to its withdrawal in accordance with Section 3.03(a), 3.03(f) or 3.05(a) or
withdrawal by the Trustee at its direction in accordance with Section 3.05(b),
as applicable. Whether or not the Special Servicer directs the investment of
funds in the REO Account, interest and investment income realized on funds
deposited therein, to the extent of the Net Investment Earnings, if any, for
such Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in any Investment Account, the Master
Servicer (in the case of the Servicing Accounts, the Reserve Accounts (except to
the extent that any investment of funds with respect thereto is at the direction
of a Mortgagor in accordance with the related Mortgage Loan documents or
applicable law), the Custodial Account and the Collection Account) and the
Special Servicer (in the case of the REO Account) shall promptly deposit therein
from its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, for such Investment Account for such Collection Period.
(c) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and subject to Section 8.02, upon the request of
Certificateholders entitled to a majority of the Voting Rights allocated to a
Class, shall take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings.
(d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including, without
limitation, the calculation of the Available Distribution Amount, the amounts so
invested shall be deemed to remain on deposit in such Investment Account.
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SECTION 3.07. Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.
(a) The Master Servicer (with respect to Mortgage Loans other than
Specially Serviced Mortgaged Loans) and the Special Servicer (with respect to
Specially Serviced Mortgage Loans) shall, consistent with the Servicing
Standard, cause to be maintained for each Mortgaged Property all insurance
coverage as is required under the related Mortgage; provided that if and to the
extent that any such Mortgage permits the holder thereof any discretion (by way
of consent, approval or otherwise) as to the insurance coverage that the related
Mortgagor is required to maintain, the Master Servicer or Special Servicer, as
the case may be, shall exercise such discretion in a manner consistent with the
Servicing Standard; and provided further that, if and to the extent that a
Mortgage so permits, the related Mortgagor shall be required to exercise its
reasonable best efforts to obtain the required insurance coverage from Qualified
Insurers that have a "claims paying ability" rating (or, in the case of Moody's,
an insurance financial strength rating) of at least "A2" or "A", as applicable,
from each of Moody's and DCR (if then rated by DCR) (or, in the case of either
Rating Agency, such lower rating as will not result in qualification, downgrade
or withdrawal of any of the ratings then assigned to the Certificates by such
Rating Agency, as evidenced in writing by such Rating Agency). The Majority
Subordinate Certificateholder may request that earthquake insurance be secured
for one or more Mortgaged Properties at the expense of the Majority Subordinate
Certificateholder. Subject to Section 3.17(a), the Special Servicer, in
accordance with the Servicing Standard, shall also cause to be maintained for
each REO Property no less insurance coverage than was previously required of the
Mortgagor under the related Mortgage; provided that all such insurance shall be
obtained from Qualified Insurers that, if they are providing casualty insurance,
shall have (or any entities that guarantee or back, in writing, such Qualified
Insurers' obligations shall have) a claims paying ability rating (or, in the
case of Moody's, an insurance financial strength rating) of at least "A2" or
"A", as applicable, from each of Moody's and DCR (if then rated by DCR) (or, in
the case of either Rating Agency, such lower rating as will not result in
qualification, downgrade or withdrawal of any of the ratings then assigned to
the Certificates by such Rating Agency, as evidenced in writing by such Rating
Agency). All such insurance policies shall contain (if they insure against loss
to property and do not relate to an REO Property) a "standard" mortgagee clause,
with loss payable to the Master Servicer (in the case of insurance maintained in
respect of Mortgage Loans, including, without limitation, Specially Serviced
Mortgage Loans), and shall be in the name of the Special Servicer (in the case
of insurance maintained in respect of REO Properties), on behalf of the Trustee;
and, in each case, such insurance shall be issued by a Qualified Insurer. Any
amounts collected by the Master Servicer or the Special Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or REO Property or amounts to be released to the
related Mortgagor, in each case subject to the rights of any tenants and ground
lessors, as the case may be, and in each case in accordance with the terms of
the related Mortgage and the Servicing Standard) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.05(a), in the
case of amounts received in respect of a Mortgage Loan, or in the REO Account,
subject to withdrawal pursuant to Section 3.16(c), in the case of amounts
received in respect of an REO Property. Any cost incurred by the Master Servicer
or the Special Servicer in maintaining any such insurance shall not, for
purposes hereof, including, without limitation, calculating monthly
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distributions to Certificateholders, be added to the unpaid principal balance or
Stated Principal Balance of the related Mortgage Loan or REO Loan,
notwithstanding that the terms of such Mortgage Loan so permit, but shall be
recoverable by the Master Servicer and the Special Servicer as a Servicing
Advance.
(b) If either the Master Servicer or the Special Servicer shall
obtain and maintain, or cause to be obtained and maintained, a blanket policy
insuring against hazard losses on all of the Mortgage Loans and/or REO
Properties that it is required to service and administer, then, to the extent
such policy (i) is obtained from a Qualified Insurer having (or whose
obligations are guaranteed or backed, in writing, by an entity having) a
claims-paying rating (or, in the case of Moody's, an insurance financial
strength rating) of at least "A2" or "A", as applicable, from each of Moody's
and DCR (if then rated by DCR, and if not rated by DCR, then an equivalent
rating by at least one additional nationally recognized statistical rating
agency, or otherwise approved by DCR) (or, in the case of either Rating Agency,
such lower rating as will not result in qualification, downgrade or withdrawal
of any of the ratings then assigned to the Certificates by such Rating Agency,
as evidenced in writing by such Rating Agency), and (ii) provides protection
equivalent to the individual policies otherwise required, the Master Servicer or
the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its obligation to cause hazard insurance to be maintained on the
related Mortgaged Properties and/or REO Properties. Such blanket policy may
contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or the Special Servicer, as appropriate, shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property
a hazard insurance policy complying with the requirements of Section 3.07(a),
and there shall have been one or more losses that would have been covered by
such policy, promptly deposit into the Custodial Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. The Master Servicer or the Special Servicer, as appropriate, shall
prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket policy in a timely fashion in accordance with the
terms of such policy.
(c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans or REO Properties are part of the Trust Fund) keep in
force with Qualified Insurers having (or whose obligations are guaranteed or
backed, in writing, by entities having) a claims-paying rating (or, in the case
of Moody's, an insurance financial strength rating) of at least "Baa3" from
Moody's, and "A" from DCR (if then rated by DCR) (or, in the case of either
Rating Agency, such lower rating as will not result in qualification, downgrade
or withdrawal of any of the ratings then assigned to the Certificates by such
Rating Agency, as evidenced in writing by such Rating Agency), a fidelity bond,
which fidelity bond shall be in such form and amount as would permit it to be a
qualified FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not cause the qualification, downgrade or withdrawal of
any rating assigned by either Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provision if an
Affiliate thereof has such fidelity bond coverage and, by
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the terms of such fidelity bond, the coverage afforded thereunder extends to the
Master Servicer or the Special Servicer, as the case may be.
Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans and/or REO Properties are part of the Trust Fund) also
keep in force with Qualified Insurers having a claims-paying rating (or, in the
case of Moody's, an insurance financial strength rating) of at least "Baa3" from
Moody's and "A" from DCR (if then rated by DCR) (or, in the case of either
Rating Agency, such lower rating as will not result in qualification, downgrade
or withdrawal of any of the ratings then assigned to the Certificates by such
Rating Agency, as evidenced in writing by such Rating Agency), a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers, employees and agents in connection with its servicing obligations
hereunder, which policy or policies shall be in such form and amount as would
permit it to be a qualified FNMA seller-servicer of multifamily mortgage loans,
or in such other form and amount as would not cause the qualification, downgrade
or withdrawal of any rating assigned by either Rating Agency to the Certificates
(as evidenced in writing from each Rating Agency). Each of the Master Servicer
and the Special Servicer shall be deemed to have complied with the foregoing
provisions if an Affiliate thereof has such insurance and, by the terms of such
policy or policies, the coverage afforded thereunder extends to the Master
Servicer or the Special Servicer, as the case may be.
For so long as the long-term debt obligations of the Master Servicer
or Special Servicer, as the case may be (or, in the case of the initial Master
Servicer and Special Servicer, their respective direct or indirect parent), are
rated at least "A" or the equivalent by each of the Rating Agencies (or, in the
case of either Rating Agency, such lower rating as will not result in
qualification, downgrade or withdrawal of any of the ratings then assigned to
the Certificates by such Rating Agency, as evidenced in writing by such Rating
Agency), such Person may self-insure with respect to the risks described in this
Section 3.07(c).
SECTION 3.08. Enforcement of Alienation Clauses.
With respect to all Mortgage Loans, the Special Servicer, on behalf
of the Trustee as the mortgagee of record, shall, to the extent permitted by
applicable law, enforce the restrictions contained in the related Mortgage on
transfers or further encumbrances of the related Mortgaged Property and on
transfers of interests in the related Mortgagor, unless (i) the Special Servicer
has determined, in its reasonable, good faith judgment, that waiver of such
restrictions would be in accordance with the Servicing Standard and (ii) such
waiver is consistent with Section 6.11. Promptly after the Special Servicer has
made any such determination, the Special Servicer shall deliver to the Trustee,
the Rating Agencies and the Master Servicer an Officers' Certificate setting
forth the basis for such determination. Notwithstanding the foregoing, the
Special Servicer shall not exercise any such waiver in respect of a
due-on-encumbrance provision without receiving prior written confirmation from
each Rating Agency that such action would not result in a qualification,
downgrade or withdrawal of any of the ratings then assigned to the Certificates;
provided that, in the
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event that the principal balance of the related Mortgage Loan is less than 2% of
the aggregate principal balance of all of the Mortgage Loans as of the date of
such waiver, no prior written consent will be required from DCR, but the Special
Servicer will deliver notice of such waiver to DCR.
SECTION 3.09. Realization Upon Defaulted Mortgage Loans; Required
Appraisals.
(a) The Special Servicer shall, subject to Sections 3.09(b),
3.09(c), 3.09(d) and 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments, including, without limitation, pursuant to
Section 3.20. The Special Servicer shall advance all costs and expenses (other
than costs or expenses that would, if incurred, constitute a Nonrecoverable
Servicing Advance) incurred by it in any such proceedings, and shall be entitled
to reimbursement therefor as provided in Section 3.05(a). Nothing contained in
this Section 3.09 shall be construed so as to require the Special Servicer, on
behalf of the Trust Fund, to make a bid on any Mortgaged Property at a
foreclosure sale or similar proceeding that is in excess of the fair market
value of such property, as determined by the Special Servicer in its reasonable
and good faith judgment taking into account the factors described in Section
3.18(e) and the results of any appraisal obtained as provided below in this
Section 3.09, all such bids to be made in a manner consistent with the Servicing
Standard. If and when the Master Servicer or the Special Servicer deems it
necessary and prudent for purposes of establishing the fair market value of any
Mortgaged Property securing a defaulted Mortgage Loan, whether for purposes of
bidding at foreclosure or otherwise, it may have an appraisal performed with
respect to such property by an Independent Appraiser or other expert in real
estate matters, which appraisal shall take into account the factors specified in
Section 3.18(e), and the cost of which appraisal shall be covered by, and be
reimbursable as, a Servicing Advance. With respect to each Required Appraisal
Loan, the Special Servicer will be required to obtain a Required Appraisal
within 60 days of a Mortgage Loan becoming a Required Appraisal Loan (unless an
appraisal meeting the requirements of a Required Appraisal was obtained for such
Required Appraisal Loan within the prior 12 months, in which case such appraisal
shall be the Required Appraisal) and thereafter shall obtain a letter update of
such Required Appraisal once every 12 months for so long as such Mortgage Loan
remains a Required Appraisal Loan. The Special Servicer shall deliver copies of
all such Required Appraisals and letter updates to the Trustee and Master
Servicer, in each such case, promptly following the Special Servicer's receipt
of the subject item, and based thereon, the Master Servicer shall calculate and
notify the Trustee, the Special Servicer and the Controlling Class
Representative of any resulting Appraisal Reduction Amount. The Special Servicer
shall advance the cost of each such Required Appraisal and letter update;
provided, however, that such expense will be subject to reimbursement to the
Special Servicer as a Servicing Advance out of the Custodial Account pursuant to
Section 3.05(a). At any time that any Appraisal Reduction Amount exists with
respect to any Required Appraisal Loan, the Controlling Class Representative
may, at its own expense, obtain and deliver to the Master Servicer and the
Trustee an appraisal that satisfies the requirements of a "Required Appraisal",
and upon the written request of the Controlling Class Representative, the Master
Servicer shall recalculate the Appraisal Reduction
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Amount in respect of such Required Appraisal Loan based on such appraisal and
notify the Trustee, the Special Servicer and the Controlling Class
Representative of such recalculated Appraisal Reduction Amount.
(b) Notwithstanding any other provision of this Agreement, no
Mortgaged Property shall be acquired by the Special Servicer as part of the
Trust Fund under such circumstances, in such manner or pursuant to such terms as
would (i) cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (unless the
portion of such REO Property that is not treated as "foreclosure property" and
that is held by REMIC I at any given time constitutes not more than a de minimis
amount of the assets of REMIC I within the meaning of Treasury regulation
Section 1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section
3.17(a), subject the Trust Fund to the imposition of any federal income taxes
under the Code. In addition, the Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:
(i) such personal property is incident to real property (within the
meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of Counsel
(the cost of which shall be covered by, and be reimbursable as, a
Servicing Advance) to the effect that the holding of such personal
property as part of the Trust Fund will not cause the imposition of a tax
on any of REMIC I, REMIC II or REMIC III under the REMIC Provisions or
cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC
at any time that any Certificate is outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee, obtain title to a Mortgaged Property by deed in lieu of foreclosure or
otherwise, or take any other action with respect to any Mortgaged Property, if,
as a result of any such action, the Trustee, on behalf of the
Certificateholders, could, in the reasonable, good faith judgment of the Master
Servicer or the Special Servicer, as the case may be, made in accordance with
the Servicing Standard, be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law (a
"potentially responsible party"), unless such action is consistent with Section
6.11 and the Special Servicer has previously determined (as evidenced by an
Officers' Certificate to such effect delivered to the Trustee that shall specify
all of the bases for such determination) in accordance with the Servicing
Standard, and based on a Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental
Assessments and performed within six months prior to any such acquisition of
title or other action (a copy of which Environmental Assessment shall be
delivered to the Trustee and the Master Servicer), that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that it would maximize the
recovery to the Certificateholders on a
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present value basis (the relevant discounting of anticipated collections
that will be distributable to Certificateholders to be performed at the
related Net Mortgage Rate) to acquire title to or possession of the
Mortgaged Property and to take such actions as are necessary to bring the
Mortgaged Property into compliance therewith in all material respects; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances or
conditions are present for which any such action could reasonably be
expected to be required, that it would maximize the recovery to the
Certificateholders on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders
to be performed at the related Net Mortgage Rate) to acquire title to or
possession of the Mortgaged Property and to take such actions with respect
to the affected Mortgaged Property.
The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment shall be
covered by, and reimbursable as, a Servicing Advance; and if any such
Environmental Assessment so warrants, the Special Servicer shall perform or
cause to be performed such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied (the cost of any
such additional testing also to be covered by, and reimbursable as, a Servicing
Advance). The cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding paragraph, shall
be payable out of the Custodial Account pursuant to Section 3.05.
(d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a defaulted Mortgage Loan, the Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trustee, release all or a portion of such
Mortgaged Property from the lien of the related Mortgage; provided that, if such
Mortgage Loan has a then outstanding principal balance of greater than $1
million, then prior to the release of all or a portion of the related Mortgaged
Property from the lien of the related Mortgage, (i) the Special Servicer shall
have notified the Rating Agencies, the Trustee and the Master Servicer in
writing of its intention to so release all or a portion of such Mortgaged
Property and the bases for such intention, (ii) the Trustee shall have notified
the Certificateholders in writing of the Special Servicer's intention to so
release all or a portion of such Mortgaged Property and (iii) the Holders of
Certificates entitled to a majority of the Voting Rights shall not have objected
to such release within 30 days of the Trustee's distributing such notice.
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(e) The Special Servicer shall report to the Master Servicer, the
Underwriter and the Trustee monthly in writing as to any actions taken by the
Special Servicer with respect to any Mortgaged Property that represents security
for a defaulted Mortgage Loan as to which the environmental testing contemplated
in Section 3.09(c) above has revealed that any of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of all such conditions and
release of the lien of the related Mortgage on such Mortgaged Property.
(f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the Mortgage Loan permit such an action and shall, in accordance
with the Servicing Standard, seek such deficiency judgment if it deems
advisable.
(g) The Special Servicer shall prepare and file information returns
with respect to the receipt of mortgage interest received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of
the Code and each year deliver to the Trustee and the REMIC Administrator an
Officers' Certificate stating that such reports have been filed. Such reports
shall be in form and substance sufficient to meet the reporting requirements
imposed by Sections 6050H, 6050J and 6050P of the Code.
(h) As soon as the Special Servicer makes a Final Recovery
Determination with respect to any Mortgage Loan or REO Property, it shall
promptly notify the Trustee and the Master Servicer. The Special Servicer shall
maintain accurate records, prepared by a Servicing Officer, of each such Final
Recovery Determination (if any) and the basis thereof. Each such Final Recovery
Determination (if any) shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Master Servicer no later than the third Business Day
following such Final Recovery Determination.
SECTION 3.10. Trustee and Custodian to Cooperate; Release of
Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee by a certification (which certification shall be in the form of a
Request for Release in the form of Exhibit D-1 attached hereto and shall be
accompanied by the form of a release or discharge and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File. Upon
receipt of such certification and request, the Trustee shall release, or cause
any related Custodian to release, the related Mortgage File to the Master
Servicer and shall deliver to the Master Servicer such release or discharge,
duly
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executed. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Collection Account.
(b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), the Trustee,
upon request of the Master Servicer and receipt from the Master Servicer of a
Request for Release in the form of Exhibit D-1 attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit D-2
attached hereto, shall release, or cause any related Custodian to release, such
Mortgage File (or portion thereof) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or portion
thereof) to the Trustee or related Custodian, or the delivery to the Trustee of
a certificate of a Servicing Officer of the Special Servicer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Custodial Account pursuant to Section 3.04(a) have been or will be so deposited,
or that such Mortgage Loan has become an REO Property, a copy of the Request for
Release shall be released by the Trustee or related Custodian to the Master
Servicer or the Special Servicer, as applicable.
(c) Within seven Business Days (or within such shorter period (but
no less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or REO Property or to any
legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer or the Special Servicer.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.
SECTION 3.11. Servicing Compensation.
(a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including, without limitation, each Specially Serviced
Mortgage Loan) and REO Loan. As to each such Mortgage Loan and REO Loan, the
Master Servicing Fee shall accrue from time to time (on the basis of a 360-day
year consisting of twelve 30-day months) at the related Master Servicing Fee
Rate on the same
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principal amount as interest accrues from time to time on such Mortgage Loan or
is deemed to accrue from time to time on such REO Loan. The Master Servicing Fee
with respect to any Mortgage Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. Earned but unpaid Master Servicing
Fees shall be payable monthly, on a loan-by-loan basis, from payments of
interest on each Mortgage Loan and REO Revenues allocable as interest on each
REO Loan. The Master Servicer shall be entitled to recover unpaid Master
Servicing Fees in respect of any Mortgage Loan or REO Loan out of that portion
of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a)(iii). The right to receive
the Master Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.
(b) Additional servicing compensation in the form of (i) late
payment charges, Default Interest, charges for beneficiary statements or
demands, amounts collected for checks returned for insufficient funds and any
similar fees (excluding Prepayment Premiums or Yield Maintenance Charges), in
each case to the extent actually paid by a Mortgagor with respect to a Mortgage
Loan that is not a Specially Serviced Mortgage Loan, and (ii) fifty percent
(50%) of any assumption fee to the extent actually paid by a Mortgagor with
respect to any Mortgage Loan, may be retained by the Master Servicer and are not
required to be deposited in the Custodial Account; provided that the Master
Servicer's right to receive late payment charges and Default Interest pursuant
to clause (i) above shall be limited to the portion of such items that have not
been applied to pay interest on Advances in respect of the related Mortgage
Loan. The Master Servicer shall also be entitled to additional servicing
compensation in the form of (i) Prepayment Interest Excesses; (ii) interest or
other income earned on deposits in the Custodial Account and the Collection
Account, in accordance with Section 3.06(b) (but only to the extent of the Net
Investment Earnings, if any, with respect to each such account for each
Collection Period), and (iii) to the extent not required to be paid to any
Mortgagor under applicable law, any interest or other income earned on deposits
in the Servicing Accounts and Reserve Accounts maintained thereby. The Master
Servicer shall be required to pay out of its own funds all expenses incurred by
it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts due and owing to any of its Sub-Servicers and
the premiums for any blanket policy insuring against hazard losses pursuant to
Section 3.07(b)), if and to the extent such expenses are not payable directly
out of the Custodial Account, and the Master Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.
(c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time (on the basis of a 360-day year consisting of twelve 30-day
months) at the Special Servicing Fee Rate on the same principal amount as
interest accrues from time to time on such Specially Serviced Mortgage Loan or
is deemed to accrue from time to time on such REO Loan. The Special Servicing
Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease
to accrue as of the date a Liquidation Event occurs in respect thereof or it
becomes a Corrected Mortgage Loan. Earned but unpaid Special Servicing Fees
shall be payable
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monthly out of general collections on the Mortgage Loans and any REO Properties
on deposit in the Custodial Account pursuant to Section 3.05(a).
In addition, with respect to each Corrected Mortgage Loan, the
Special Servicer shall be entitled to receive the Workout Fee, unless the basis
on which such Mortgage Loan became a Corrected Mortgage Loan was the remediation
of a circumstance or condition relating to the Mortgage Loan Seller's obligation
to repurchase such Mortgage Loan as contemplated by Section 2.03, in which case,
if such Mortgage Loan is repurchased within the 180-day period described in
Section 2.03(a), no Workout Fee will be payable from or based upon the receipt
of, any Purchase Price paid by the Mortgage Loan Seller in satisfaction of such
repurchase obligation. Furthermore, no Workout Fees will be payable from or
based upon the receipt of any Liquidation Proceeds paid by the Depositor, the
Master Servicer, the Special Servicer, the Underwriter or the Majority
Subordinate Certificateholder in connection with the purchase of all the
Mortgage Loans and any REO Properties in the Trust Fund pursuant to Section 9.01
hereof. As to each Corrected Mortgage Loan, subject to the exceptions provided
for in the two preceding sentences, the Workout Fee shall be payable from, and
shall be calculated by application of the Workout Fee Rate to, all collections
of principal, interest, Prepayment Premiums and/or Yield Maintenance Charges
received on such 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 Mortgage Loan 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 in accordance with the first sentence of the first paragraph of
Section 6.04, it shall retain the right to receive any and all Workout Fees
payable in respect of 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 Mortgage Loan ceases to be payable in accordance with the
preceding sentence.
As further compensation for its activities hereunder, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Specially Serviced Mortgage Loan or REO Property as to which it receives
any full or discounted payoff from the related Mortgagor or any Liquidation
Proceeds (other than in connection with the purchase of any such Specially
Serviced Mortgage Loan or REO Property by the Majority Subordinate
Certificateholder pursuant to Section 3.18(b), by the Master Servicer or the
Special Servicer pursuant to Section 3.18(c), by the Depositor, the Master
Servicer, the Special Servicer, the Underwriter or the Majority Subordinate
Certificateholder pursuant to Section 9.01, or by the Mortgage Loan Seller
pursuant to Section 2.03 within 180 days of its discovery or notice of the
Breach or Document Defect that gave rise to the repurchase obligation, and other
than in connection with the condemnation or other governmental taking of a
Mortgaged Property or REO Property). As to each such Specially Serviced Mortgage
Loan or REO Property, the Liquidation Fee shall be payable from, and shall be
calculated by application of the Liquidation Fee Rate to, such full or
discounted payoff and/or Liquidation Proceeds; provided that no Liquidation Fee
shall be payable with respect to any such Specially
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Serviced Mortgage Loan that becomes a Corrected Mortgage Loan; and provided,
further, that (without limiting the Special Servicer's right to any Workout Fee
that is properly payable therefrom), no Liquidation Fee shall be payable from,
or based upon the receipt of, Liquidation Proceeds collected as a result of any
purchase of a Specially Serviced Mortgage Loan or REO Property described in the
parenthetical to the first sentence of this paragraph or in connection with a
condemnation or other governmental taking of a Mortgaged Property or REO
Property.
Notwithstanding anything to the contrary herein, a Liquidation Fee
and a Workout Fee relating to the same Mortgage Loan shall not be paid from the
same proceeds on or with respect to such Mortgage Loan.
The Special Servicer's right to receive the Special Servicing Fee,
the Workout Fee and the Liquidation Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.
(d) Additional servicing compensation in the form of (i) late
payment charges or Default Interest received on or with respect to Specially
Serviced Mortgage Loans, (ii) fifty percent (50%) of assumption fees collected
on all Mortgage Loans and (iii) one hundred percent (100%) of modification fees
and extension fees collected on all Mortgage Loans, in each case to the extent
actually paid by the related Mortgagor, shall be retained by the Special
Servicer or promptly paid to the Special Servicer by the Master Servicer and
shall not be required to be deposited in the Custodial Account pursuant to
Section 3.04(a); provided that the Special Servicer's right to receive late
payment charges and Default Interest pursuant to clause (i) above shall be
limited to the portion of such items that have not been applied to pay interest
on Advances in respect of the related Specially Serviced Mortgage Loan . The
Special Servicer shall also be entitled to additional servicing compensation in
the form of: (i) interest or other income earned on deposits in the REO Account,
if established, in accordance with Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to the REO Account for each
Collection Period). The Special Servicer shall be required to pay out of its own
funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, payment of any amounts due and owing
to any of its Sub-Servicers and the premiums for any blanket policy obtained by
it insuring against hazard losses pursuant to Section 3.07(b)), if and to the
extent such expenses are not payable directly out of the Custodial Account or
the REO Account, and the Special Servicer shall not be entitled to reimbursement
therefor except or expressly provided in this Agreement.
SECTION 3.12. Property Inspections; Collection of Financial
Statements; Delivery of Certain Reports.
(a) The Special Servicer shall at its expense perform or cause to be
performed a physical inspection of a Mortgaged Property as soon as practicable
after a related Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Master Servicer shall at its expense perform or cause to be performed an
inspection of each of the Mortgaged Properties at least once per calendar year,
if the Special Servicer has not already done so during that period pursuant to
the preceding
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sentence. The Master Servicer and the Special Servicer shall each promptly
prepare or cause to be prepared (and, in the case of reports prepared by or on
behalf of the Special Servicer, deliver to the Master Servicer) a written report
of each such inspection performed by it that sets forth in detail the condition
of the Mortgaged Property and that specifies the existence of: (i) any sale,
transfer or abandonment of the Mortgaged Property of which the Master Servicer
or the Special Servicer, as applicable, is aware, (ii) any change in the
condition or value of the Mortgaged Property that the Master Servicer or the
Special Servicer, as applicable, in its reasonable, good faith judgment,
considers material, or (iii) any waste committed on the Mortgaged Property. The
Master Servicer shall deliver copies of any and all such inspection reports
received or prepared by it to the Trustee upon request. The Master Servicer and
Special Servicer shall each forward copies of any such inspection reports
prepared by it to the Underwriter upon request.
The Special Servicer, in the case of any Specially Serviced Mortgage
Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage
Loans, shall each, consistent with the Servicing Standard, use reasonable
efforts to obtain quarterly and annual operating statements and rent rolls with
respect to each of the related Mortgaged Properties and REO Properties. The
Special Servicer shall, promptly following receipt, deliver copies of the
operating statements and rent rolls received or obtained by it to the Master
Servicer, and the Master Servicer shall promptly deliver copies of the operating
statements and rent rolls received or obtained by it to the Trustee upon
request.
Within 30 days after receipt by the Master Servicer or ten days
after receipt by the Special Servicer of any annual operating statements with
respect to any Mortgaged Property or REO Property, as applicable, each of the
Master Servicer and the Special Servicer shall prepare or update (and, in the
case of the Special Servicer, forward to the Master Servicer) an NOI Adjustment
Worksheet for such Mortgaged Property or REO Property (with the annual operating
statements attached thereto as an exhibit).
The Special Servicer with respect to each Specially Serviced
Mortgage Loan and REO Loan, and the Master Servicer with respect to each other
Mortgage Loan, shall each prepare and maintain (and, in the case of the Special
Servicer, deliver to the Master Servicer promptly following preparation and each
update) one Operating Statement Analysis for each Mortgaged Property and REO
Property, as applicable. The Operating Statement Analysis for each Mortgaged
Property and REO Property is to be updated by each of the Master Servicer and
the Special Servicer within thirty days after its respective receipt of updated
operating statements for such Mortgaged Property or REO Property, as the case
may be. The Master Servicer and the Special Servicer shall each use the
"Normalized" column from the NOI Adjustment Worksheet for any Mortgaged Property
or REO Property, as the case may be, to update the corresponding Operating
Statement Analysis and shall use any operating statements received with respect
to any Mortgaged Property or REO Property, as the case may be, to prepare the
NOI Adjustment Worksheet for such property. Copies of Operating Statement
Analyses and NOI Adjustment Worksheets are to be made available by the Master
Servicer to the Trustee upon request.
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(b) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties,
providing the required information as of the end of the preceding calendar
month: (i) a CSSA Property File Report; (ii) a CSSA Loan File Report; and (iii)
a Loan Payoff Notification Report. Not later than 2:00 p.m. (New York City time)
on the second Business Day following each Determination Date, the Special
Servicer shall deliver or cause to be delivered to the Master Servicer the
following reports with respect to the Specially Serviced Mortgage Loans and any
REO Properties, providing the required information as of such Determination
Date: (i) a Delinquent Loan Status Report; (ii) a Comparative Financial Status
Report; (iii) an Historical Loss Estimate Report; (iv) an Historical Loan
Modification Report; and (v) an REO Status Report.
(c) Not later than 2:00 p.m. (New York City time) on the third
Business Day after each Determination Date, the Master Servicer shall deliver or
cause to be delivered to the Trustee: (i) the most recent Delinquent Loan Status
Report, Historical Loss Estimate Report, Historical Loan Modification Report and
REO Status Report received from the Special Servicer pursuant to Section
3.12(b); (ii) the most recent CSSA Property File Report, CSSA Loan File Report,
Comparative Financial Status Report and Loan Payoff Notification Report (in each
case combining the reports prepared by the Special Servicer and the Master
Servicer); and (iii) a Watch List Report with information that is current as of
such Determination Date.
(d) The Special Servicer shall deliver to the Master Servicer the
reports set forth in Section 3.12(b) and the Master Servicer shall deliver to
the Trustee the reports set forth in Section 3.12(c) in an electronic format
reasonably acceptable to the Special Servicer and the Master Servicer with
respect to the reports set forth in Section 3.12(b), and the Master Servicer and
the Trustee with respect to the reports set forth in Section 3.12(c). The Master
Servicer may, absent manifest error, conclusively rely on the reports to be
provided by the Special Servicer pursuant to Section 3.12(b). The Trustee may,
absent manifest error, conclusively rely on the reports to be provided by the
Master Servicer pursuant to Section 3.12(c) to the extent that the underlying
information is solely within the control of the Master Servicer or the Special
Servicer. In the case of information or reports to be furnished by the Master
Servicer to the Trustee pursuant to Section 3.12(c), to the extent that such
information is based on reports to be provided by the Special Servicer pursuant
to Section 3.12(b) and to the extent that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b), the Master
Servicer shall have no obligation to provide such information or reports until
it has received such information or reports from the Special Servicer, and the
Master Servicer shall not be in default hereunder due to a delay in providing
the reports required by Section 3.12(c) caused by the Special Servicer's failure
to timely provide any report required under Section 3.12(b) of this Agreement.
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SECTION 3.13. Annual Statement as to Compliance.
Each of the Master Servicer and the Special Servicer shall deliver
to the Trustee, the Depositor, the Underwriter and each other, on or before
April 15 of each year, beginning April 15, 1999, an Officer's Certificate (the
"Annual Performance Certification") stating, as to the signer thereof, that (i)
a review of the activities of the Master Servicer or the Special Servicer, as
the case may be, during the preceding calendar year and of its performance under
this Agreement has been made under such officer's supervision, (ii) to the best
of such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its obligations under
this Agreement in all material respects throughout such year (or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof), and (iii) the
Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding the qualification, or challenging the status, of any of REMIC
I, REMIC II or REMIC III as a REMIC or the Grantor Trust as a grantor trust,
from the Internal Revenue Service or any other governmental agency or body (or,
if it has received any such notice, specifying the details thereof).
SECTION 3.14. Reports by Independent Public Accountants.
On or before April 15 of each year, beginning April 15, 1999, each
of the Master Servicer and the Special Servicer at its expense shall cause a
firm of independent public accountants (which may also render other services to
the Master Servicer or the Special Servicer) with at least 250 professionals and
that is a member of the American Institute of Certified Public Accountants to
furnish a statement (the "Annual Accountants' Report") to the Trustee, the
Depositor, the Underwriter and each other, to the effect that (i) has obtained a
letter of representation regarding certain matters from the management of the
Master Servicer or the Special Servicer, as applicable, which includes an
assertion that the Master Servicer or the Special Servicer, as applicable, has
complied with certain minimum mortgage loan servicing standards (to the extent
applicable to commercial and multifamily mortgage loans), identified in the
Uniform Single Attestation Program for Mortgage Bankers established by the
Mortgage Bankers Association of America, with respect to the servicing of
commercial and multifamily mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may be
appropriate. In rendering its report such firm may rely, as to matters relating
to the direct servicing of commercial and multifamily mortgage loans by
sub-servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those sub-servicers.
The Master Servicer and the Special Servicer, to the extent
applicable, will reasonably cooperate with the Depositor in conforming any
reports delivered pursuant to this Section 3.14 to requirements imposed by the
Commission on the Depositor in connection with the Commission's
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issuance of a no-action letter relating to the Depositor's reporting
requirements in respect of the Trust Fund pursuant to the Exchange Act.
SECTION 3.15. Access to Certain Information.
Each of the Master Servicer and the Special Servicer shall afford to
the Trustee, the Underwriter, the Rating Agencies and the Depositor, and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any records regarding
the Mortgage Loans and the servicing thereof within its control, except to the
extent it is prohibited from doing so by applicable law or contract or to the
extent such information is subject to a privilege under applicable law to be
asserted on behalf of the Certificateholders. Such access shall be afforded only
upon reasonable prior written request and during normal business hours at the
offices of the Master Servicer or the Special Servicer, as the case may be,
designated by it.
SECTION 3.16. Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property by the end of the third calendar year following the
calendar year in which REMIC I acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies, more than sixty days prior to the end of such third succeeding
year, for and is granted an extension of time (an "REO Extension") by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the
Trustee an Opinion of Counsel, addressed to the Trustee, the Special Servicer
and the Master Servicer, to the effect that the holding by REMIC I of such REO
Property subsequent to the end of such third succeeding year will not result in
the imposition of taxes on "prohibited transactions" (as defined in Section 860F
of the Code) of any of REMIC I, REMIC II or REMIC III or cause any of REMIC I,
REMIC II or REMIC III to fail to qualify as a REMIC at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall be covered
by, and reimbursable as, a Servicing Advance.
(b) The Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the
Special Servicer shall establish and maintain one or more accounts
(collectively, the "REO Account"), held on behalf of the Trustee in trust for
the benefit of the Certificateholders, for the retention of revenues and other
proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or
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cause to be deposited, in the REO Account, upon receipt, all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received in respect of any REO
Property. Funds in the REO Account (other than any such funds representing
Additional Interest) may be invested in Permitted Investments in accordance with
Section 3.06. The Special Servicer shall be entitled to make withdrawals from
the REO Account to pay itself, as additional servicing compensation in
accordance with Section 3.11(d), interest and investment income earned in
respect of amounts held in the REO Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the Trustee and the Master Servicer of the location of the REO Account when
first established and of the new location of the REO Account prior to any change
thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, maintenance and disposition of
any REO Property, but only to the extent of amounts on deposit in the REO
Account relating to such REO Property. On each Determination Date, the Special
Servicer shall withdraw from the REO Account and deposit into the Custodial
Account (or deliver to the Master Servicer for deposit into the Custodial
Account) the aggregate of all amounts received in respect of each REO Property
during the most recently ended Collection Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided that the
Special Servicer may retain in the REO Account such portion of proceeds and
collections in respect of any REO Property as may be necessary to maintain a
reserve of sufficient funds for the proper operation, management and maintenance
of such REO Property (including, without limitation, the creation of a
reasonable reserve for repairs, replacements and other related expenses), such
reserve not to exceed an amount sufficient to cover such items to be incurred
during the following twelve-month period.
(d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
The Special Servicer shall provide the Master Servicer any information with
respect to the REO Account as is reasonably requested by the Master Servicer.
SECTION 3.17. Management of REO Property.
(a) Prior to the acquisition of title to a Mortgaged Property, the
Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review that:
(i) None of the income from Directly Operating such Mortgaged
Property would be subject to tax as "net income from foreclosure property"
within the meaning of the REMIC Provisions or would be subject to the tax
imposed on "prohibited transactions" under Section 860F of the Code
(either such tax referred to herein as an "REO Tax"), such Mortgaged
Property may be Directly Operated by the Special Servicer as REO Property;
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(ii) Directly Operating such Mortgaged Property as REO Property
could result in income from such property that would be subject to an REO
Tax, but that a lease of such property to another party to operate such
property, or the performance of some services by an Independent Contractor
with respect to such property, or another method of operating such
property would not result in income subject to an REO Tax, then the
Special Servicer may (provided, that in the good faith and reasonable
judgment of the Special Servicer, it is commercially reasonable) acquire
such Mortgaged Property as REO Property and so lease or operate such REO
Property; or
(iii) It is reasonable to believe that Directly Operating such
property as REO Property could result in income subject to an REO Tax and
that no commercially reasonable means exists to operate such property as
REO Property without the Trust Fund incurring or possibly incurring an REO
Tax on income from such property, the Special Servicer shall deliver to
the REMIC Administrator, in writing, a proposed plan (the "Proposed Plan")
to manage such property as REO Property. Such plan shall include potential
sources of income, and, to the extent reasonably possible, estimates of
the amount of income from each such source. Within a reasonable period of
time after receipt of such plan, the REMIC Administrator shall consult
with the Special Servicer and shall advise the Special Servicer of the
REMIC Administrator's federal income tax reporting position with respect
to the various sources of income that the Trust Fund would derive under
the Proposed Plan. In addition, the REMIC Administrator shall (to the
maximum extent reasonably possible) advise the Special Servicer of the
estimated amount of taxes that the Trust Fund would be required to pay
with respect to each such source of income. After receiving the
information described in the two preceding sentences from the REMIC
Administrator, the Special Servicer shall either (A) implement the
Proposed Plan (after acquiring the respective Mortgaged Property as REO
Property) or (B) manage and operate such property in a manner that would
not result in the imposition of an REO Tax on the income derived from such
property.
The Special Servicer's decision as to how each REO Property shall be
managed and operated shall be based on the Servicing Standard and in any case on
the good faith and reasonable judgment of the Special Servicer as to which means
would be in the best interest of the Certificateholders by maximizing (to the
extent commercially reasonable and consistent with Section 3.17(b)) the net
after-tax REO Revenues received by the Trust Fund with respect to such property
and, to the extent consistent with the foregoing, in the same manner as would
prudent mortgage loan servicers and asset managers operating acquired mortgaged
property comparable to the respective Mortgaged Property. In connection with
performing their respective duties under this Section 3.17(a), both the Special
Servicer and the REMIC Administrator may consult with counsel and tax
accountants, the cost of which consultation shall be covered by, and be
reimbursable as, a Servicing Advance to be made by the Special Servicer.
(b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect and operate such REO Property for the benefit of
the Certificateholders solely for the purpose of its prompt disposition and sale
in a manner that does not and will not cause such REO
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Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a),
either result in the receipt by REMIC I, REMIC II or REMIC III of any "income
from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the
Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the
Special Servicer shall have full power and authority to do any and all things in
connection therewith as are consistent with the Servicing Standard and,
consistent therewith, shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to any REO Property, funds necessary for
the proper operation, management, maintenance and disposition of such REO
Property, including, without limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
(iii) any ground rents in respect of such REO Property; and
(iv) all costs and expenses necessary to maintain, lease, sell,
protect, manage, operate and restore such REO Property.
To the extent that amounts on deposit in the REO Account in respect of any REO
Property are insufficient for the purposes set forth in the preceding sentence
with respect to such REO Property, the Special Servicer shall make Servicing
Advances in such amounts as are necessary for such purposes unless the Special
Servicer determines, in accordance with the Servicing Standard, that such
payment would be a Nonrecoverable Advance; provided, however, that the Special
Servicer may make any such Servicing Advance without regard to recoverability if
it is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings. The Special Servicer shall notify the Master
Servicer if it shall have made any such Servicing Advance within the previous
30-day period.
(c) The Special Servicer may contract with any Independent
Contractor for the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be
expenses of the Trust Fund) shall be reasonable and customary in
consideration of the nature and locality of the REO Property;
(iii) except as permitted under Section 3.17(a), any such contract
shall require, or shall be administered to require, that the Independent
Contractor, in a timely manner, (A) pay all costs and expenses incurred in
connection with the operation and management of such
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REO Property, including, without limitation, those listed in Section
3.17(b) above, and (B) except to the extent that such revenues are derived
from any services rendered by the Independent Contractor to tenants of the
REO Property that are not customarily furnished or rendered in connection
with the rental of real property (within the meaning of Section
1.856-4(b)(5) of the Treasury Regulations or any successor provision),
remit all related revenues collected (net of its fees and such costs and
expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations hereunder with respect to the operation and management of any
such REO Property; and
(v) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.
SECTION 3.18. Sale of Mortgage Loans and REO Properties.
(a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Sections
2.03(a) and 9.01.
(b) If the Special Servicer has determined in good faith that any
Defaulted Mortgage Loan will become subject to foreclosure proceedings, the
Special Servicer shall promptly so notify in writing the Trustee and the Master
Servicer, and the Trustee, following its receipt of such notice, shall, within
10 days after receipt of such notice, notify the Majority Subordinate
Certificateholder. The Majority Subordinate Certificateholder may at its option,
at any time after its receipt of such notice and prior to the liquidation
thereof, purchase any such Defaulted Mortgage Loan from the Trust Fund, at a
price equal to the Purchase Price; provided that, if the Majority Subordinate
Certificateholder has not purchased any such Defaulted Mortgage Loan within 30
days after its receipt of such notice, then (i) for 10 days following the
expiration of such 30-day period, its right to effect such purchase will be
subordinate to the rights of the Master Servicer and the Special Servicer
pursuant to subsection (c) below and (ii) thereafter, its right to effect such
purchase will be of equal priority with the rights of the Special Servicer
pursuant to subsection (c) below. The
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Purchase Price for any Mortgage Loan purchased under this paragraph (b) shall be
deposited into the Custodial Account, and the Trustee, upon receipt of an
Officers' Certificate from the Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Majority Subordinate
Certificateholder the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in the Majority
Subordinate Certificateholder ownership of such Mortgage Loan. In connection
with any such purchase, the Special Servicer shall deliver the related Servicing
File to the Majority Subordinate Certificateholder.
(c) If the Majority Subordinate Certificateholder has not purchased
any Defaulted Mortgage Loan within 30 days of its having received notice in
respect thereof pursuant to Section 3.18(b) above, either the Master Servicer or
the Special Servicer (with preference given to the Special Servicer) may at its
option, at any time after the expiration of such 30-day period and with priority
over the Majority Subordinate Certificateholder for the first 10 days following
such 30-day period, purchase such Mortgage Loan from the Trust Fund, at a price
equal to the Purchase Price. The Purchase Price for any such Mortgage Loan
purchased under this paragraph (c) shall be deposited into the Custodial
Account, and the Trustee, upon receipt of an Officers' Certificate from the
Master Servicer to the effect that such deposit has been made, shall release or
cause to be released to the Master Servicer or the Special Servicer, as
applicable, the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be provided to it and are reasonably necessary to vest in the Master Servicer or
the Special Servicer, as applicable, the ownership of such Mortgage Loan. In
connection with any such purchase by the Master Servicer, the Special Servicer
shall deliver the related Servicing File to the Master Servicer.
(d) The Special Servicer, at any time, may offer to sell any
Defaulted Mortgage Loan not otherwise purchased pursuant to Section 3.18(b) or
Section 3.18(c) above, if and when the Special Servicer determines, consistent
with the Servicing Standard, that such a sale would be in the best economic
interests of the Trust Fund. Such offer shall be made in a commercially
reasonable manner (which, for purposes hereof, includes an offer to sell without
representation or warranty other than customary warranties of title and
condition, if liability for breach thereof is limited to recourse against the
Trust Fund) for a period of not less than 10 days. Subject to Sections 3.18(h)
and 6.11, the Special Servicer shall accept the highest cash bid received from
any Person that constitutes a fair price for such Mortgage Loan.
The Special Servicer shall use its best efforts to solicit bids for
each REO Property in such manner as will be reasonably likely to realize a fair
price within the time period provided for by Section 3.16(a). Subject to
Sections 3.18(h) and 6.11, the Special Servicer shall accept the first (and, if
multiple bids are received contemporaneously or subsequently, the highest,
provided that the Special Servicer is not obligated to the first bidder) cash
bid received from any Person that constitutes a fair price for such REO
Property. If the Special Servicer reasonably believes that it will be unable to
realize a fair price for any REO Property within the time constraints imposed by
Section 3.16(a), then (subject to Section 6.11) the Special Servicer shall
dispose of such REO Property upon such terms and conditions as the Special
Servicer shall deem necessary and desirable to maximize the
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recovery thereon under the circumstances and, in connection therewith, shall
accept the highest outstanding cash bid, regardless of from whom received.
The Special Servicer shall give the Trustee, the Depositor, the
Master Servicer and the Controlling Class Representative not less than ten
Business Days' prior written notice of its intention to sell any Mortgage Loan
or REO Property pursuant to this Section 3.18(d). No Interested Person shall be
obligated to submit a bid to purchase any such Mortgage Loan or REO Property,
and notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property pursuant hereto.
(e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), shall be determined by the Special Servicer or, if such cash bid is
from an Interested Person, by the Trustee. In determining whether any bid
received from an Interested Person represents a fair price for any such Mortgage
Loan or REO Property, the Trustee shall be supplied with and shall be entitled
to rely on the most recent appraisal in the related Servicing File conducted in
accordance with this Agreement within the preceding 12-month period (or, in the
absence of any such appraisal or if there has been a material change at the
subject property since any such appraisal, on a new appraisal to be obtained by
the Special Servicer (the cost of which shall be covered by, and be reimbursable
as, a Servicing Advance)). The appraiser conducting any such new appraisal shall
be an Independent Appraiser selected by the Special Servicer if neither the
Special Servicer nor any Affiliate thereof is bidding with respect to a
Defaulted Mortgage Loan or REO Property and selected by the Trustee if either
the Special Servicer or any Affiliate thereof is so bidding. Where any
Interested Person is among those bidding with respect to a Defaulted Mortgage
Loan or REO Property, the Special Servicer shall require that all bids be
submitted to it (and, if the Special Servicer is bidding, shall be submitted by
it to the Trustee) in writing and be accompanied by a refundable deposit of cash
in an amount equal to 5% of the bid amount. In determining whether any bid from
a Person other than an Interested Person constitutes a fair price for any such
Mortgage Loan or REO Property, the Special Servicer shall take into account the
results of any appraisal or updated appraisal that it or the Master Servicer may
have obtained in accordance with this Agreement within the prior twelve months,
and any Independent Appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected Mortgage Loan, the occupancy level and physical condition of the
Mortgaged Property or REO Property, the state of the local economy and the
obligation to dispose of any REO Property within the time period specified in
Section 3.16(a). The Purchase Price for any such Mortgage Loan or REO Property
shall in all cases be deemed a fair price. Notwithstanding the other provisions
of this Section 3.18, no cash bid from the Special Servicer or any Affiliate
thereof shall constitute a fair price for any Defaulted Mortgage Loan or REO
Property unless such bid is the highest cash bid received and at least two
independent bids (not including the bid of the Special Servicer or any
Affiliate) have been received. In the event the bid of the Special Servicer or
any Affiliate thereof is the only bid received or is the higher of only two bids
received, then additional bids shall be solicited. If an additional bid or bids,
as the case may be, are received and the original bid of the Special Servicer or
any Affiliate thereof is the highest of all cash
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bids received, then the bid of the Special Servicer or such Affiliate shall be
accepted provided that the Trustee has otherwise determined, as provided above
in this Section 3.18(e), that such bid constitutes a fair price for any
Defaulted Mortgage Loan or REO Property. Any bid by the Special Servicer shall
be unconditional; and, if accepted, the Defaulted Mortgage Loan or REO Property
shall be transferred to the Special Servicer without recourse, representation or
warranty other than customary representations as to title given in connection
with the sale of a mortgage loan or real property.
(f) Subject to Sections 3.18(a) through 3.18(e) above and Section
6.11, the Special Servicer shall act on behalf of the Trustee in negotiating
with independent third parties and taking any other action necessary or
appropriate in connection with the sale of any Defaulted Mortgage Loan or REO
Property, and the collection of all amounts payable in connection therewith. In
connection therewith, the Special Servicer may charge prospective bidders, and
may retain, fees that approximate the Special Servicer's actual costs in the
preparation and delivery of information pertaining to such sales or evaluating
bids without obligation to deposit such amounts into the Custodial Account. Any
sale of a Defaulted Mortgage Loan or any REO Property shall be final and without
recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.
(g) Any sale of a Defaulted Mortgage Loan or any REO Property
pursuant to this Section 3.18 shall be for cash only and shall be on a servicing
released basis. The provisions of this Section 3.18 shall in no way limit the
obligations of the Special Servicer to proceed with respect to any Specially
Serviced Mortgage Loan in accordance with Section 3.09 at the same time that
such Mortgage Loan may be offered or eligible for sale in accordance with this
Section 3.18.
(h) Notwithstanding any of the foregoing paragraphs of this Section
3.18, the Special Servicer shall not be obligated to accept the highest cash bid
if the Special Servicer determines, in accordance with the Servicing Standard,
that rejection of such bid would be in the best interests of the
Certificateholders (as a collective whole), and the Special Servicer may,
subject to Section 6.11, accept a lower cash bid (from any Person other than
itself or an Affiliate) if it determines, in accordance with the Servicing
Standard, that acceptance of such bid would be in the best interests of the
Certificateholders (as a collective whole) (for example, if the prospective
buyer making the lower bid is more likely to perform its obligations or the
terms (other than price) offered by the prospective buyer making the lower bid
are more favorable).
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SECTION 3.19. Additional Obligations of Servicer.
(a) The Master Servicer shall deliver to the Trustee for deposit in
the Collection Account on each P&I Advance Date, without any right of
reimbursement therefor, an amount equal to the lesser of (i) the aggregate
amount of Prepayment Interest Shortfalls incurred in connection with Principal
Prepayments received in respect of the Mortgage Pool during the most recently
ended Collection Period and (ii) the sum of (1) the aggregate Master Servicing
Fee received by the Master Servicer for such Collection Period (but only to the
extent of that portion thereof calculated at a rate of 0.04% per annum with
respect to each and every Mortgage Loan) and (2) the aggregate amount of
Prepayment Interest Excesses received in respect of the Mortgage Pool during
such Collection Period.
(b) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 45 days of the Closing Date) notify the related ground
lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this
Agreement and inform such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to the Master Servicer.
SECTION 3.20. Modifications, Waivers, Amendments and Consents.
(a) Subject to Sections 3.20(b) through 3.20(g) below and further
subject to Section 6.11, the Special Servicer may, on behalf of the Trustee,
agree to any modification, waiver or amendment of any term of any Mortgage Loan
(including the lease reviews and lease consents related thereto) without the
consent of the Trustee or any Certificateholder.
(b) All modifications, waivers or amendments of any Mortgage Loan
(including the lease reviews and lease consents related thereto) shall be in
writing and shall be considered and effected in a manner consistent with the
Servicing Standard.
(c) Except as provided in Section 3.02(a), Section 3.08 or Section
3.20(d), the Special Servicer, on behalf of the Trustee, shall not agree or
consent to any modification, waiver or amendment of any term of any Mortgage
Loan that would:
(i) affect the amount or timing of any related payment of principal,
interest or other amount (including Prepayment Premiums or Yield
Maintenance Charges, but excluding Default Interest and other amounts
payable as additional servicing compensation) payable thereunder;
(ii) affect the obligation of the related Mortgagor to pay a
Prepayment Premium or Yield Maintenance Charge or permit a Principal
Prepayment during any period in which the related Mortgage Note prohibits
Principal Prepayments;
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(iii) except as expressly contemplated by the related Mortgage or
pursuant to Section 3.09(d), result in a release of the lien of the
Mortgage on any material portion of the related Mortgaged Property without
a corresponding Principal Prepayment in an amount not less than the fair
market value (as determined by an appraisal by an Independent Appraiser
delivered to the Special Servicer at the expense of the related Mortgagor
and upon which the Special Servicer may conclusively rely) of the property
to be released; or
(iv) in the reasonable, good faith judgment of the Special Servicer,
otherwise materially impair the security for such Mortgage Loan or reduce
the likelihood of timely payment of amounts due thereon.
(d) Notwithstanding Section 3.20(c), but subject to the third
paragraph of this Section 3.20(d), the Special Servicer may (i) reduce the
amounts owing under any Specially Serviced Mortgage Loan by forgiving principal,
accrued interest or any Prepayment Premium or Yield Maintenance Charge, (ii)
reduce the amount of the monthly payment on any Specially Serviced Mortgage
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Mortgage Note or
Mortgage relating to a Specially Serviced Mortgage Loan or (iv) accept a
Principal Prepayment on any Specially Serviced Mortgage Loan during any Lockout
Period; provided that (A) the related Mortgagor is in default with respect to
the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment
of the Special Servicer, such default is reasonably foreseeable, (B) in the
reasonable, good faith judgment of the Special Servicer, such modification would
increase the recovery on the Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at the related Net Mortgage
Rate) and (C) such modification, waiver or amendment would not cause REMIC I,
REMIC II or REMIC III to fail to qualify as a REMIC under the Code or result in
the imposition of any tax on "prohibited transactions" or "contributions" after
the Startup Day under the REMIC Provisions.
In addition, notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso to
the prior paragraph are satisfied and the Special Servicer has obtained an
appraisal, in accordance with the standards of the Appraisal Institute, of the
related Mortgaged Property, performed by an Independent Appraiser, in connection
with such extension, which appraisal supports the determination of the Special
Servicer contemplated by clause (B) of the proviso to the immediately preceding
paragraph.
In no event shall the Special Servicer (i) extend the maturity date
of a Mortgage Loan beyond a date that is two years prior to February 18, 2030,
(ii) extend the maturity date of any Mortgage Loan which has a Mortgage Rate
below the prevailing interest rate for comparable loans at the time of such
modification as determined by the Special Servicer, unless (A) such Mortgage
Loan is a Balloon Loan, (B) the related Mortgagor has failed to make the Balloon
Payment at its Stated Maturity Date and (C) such Balloon Loan is not a Specially
Serviced Mortgage Loan (other
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than by reason of the failure to make its Balloon Payment) and has not been
delinquent with respect to a Monthly Payment (other than the Balloon Payment) in
the preceding twelve months, in which case the Special Servicer may permit up to
three one-year extensions at the existing Mortgage Rate for such Mortgage Loan
(provided that such limitation of extensions made at below market rate shall not
limit the ability of the Special Servicer to extend the maturity date of any
Mortgage Loan at an interest rate at or in excess to the prevailing rate for
comparable loans at the time of such modification), (iii) if the Mortgage Loan
is secured by a Ground Lease, extend the maturity date of such Mortgage Loan
beyond a date which is less than 10 years prior to the expiration of the term of
such Ground Lease; (iv) reduce the Mortgage Rate to a rate below the prevailing
interest rate for comparable loans at the time of such modification, as
determined by the Special Servicer; or (v) defer interest due on any Mortgage
Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or
defer the collection of interest on any Mortgage Loan without accruing interest
on such deferred interest at a rate at least equal to the Mortgage Rate of such
Mortgage Loan.
The determination of the Special Servicer contemplated by clause (B)
of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
Master Servicer and describing in reasonable detail the basis for the Special
Servicer's determination. The Special Servicer shall append to such Officer's
Certificate any information including but not limited to income and expense
statements, rent rolls, property inspection reports and appraisals that support
such determination.
(e) Any payment of interest that is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
modification, waiver or amendment so permit. The foregoing shall in no way limit
the Special Servicer's ability to charge and collect from the Mortgagor costs
otherwise collectible under the terms of the related Mortgage Note and this
Agreement together with interest thereon.
(f) The Special Servicer may, as a condition to granting any request
by a Mortgagor for consent, modification, waiver or indulgence or any other
matter or thing, the granting of which is within its discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan and is
permitted by the terms of this Agreement and applicable law, require that such
Mortgagor pay to it (i) as additional servicing compensation, a reasonable or
customary fee for the additional services performed in connection with such
request, and (ii) any related costs and expenses incurred by it. In no event
shall the Special Servicer be entitled to payment for such fees or expenses
unless such payment is collected from the related Mortgagor.
(g) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers and the Trustee, in writing, of any modification, waiver
or amendment of any term of any Mortgage Loan (including fees charged the
Mortgagor) and the date thereof, and shall deliver to the Trustee or any related
Custodian for deposit in the related Mortgage File, an original recorded
counterpart
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of the agreement relating to such modification, waiver or amendment, promptly
(and in any event within ten Business Days) following the execution and
recordation thereof.
(h) If, with respect to any Defeasance Loan, the Master Servicer
shall receive a notice from the related Mortgagor that it intends to prepay the
related Defeasance Loan in accordance with the terms thereof, except as set
forth below, the Master Servicer shall (a) promptly respond to such notice in a
manner which would require that the Mortgagor pledge Defeasance Collateral in
lieu of such prepayment pursuant to the terms of the related Mortgage Note, (b)
notify each Rating Agency, the Trustee and the Underwriter of the request to
defease a Mortgage Loan and (c) upon the written confirmation from each Rating
Agency described in the next paragraph, take such further action as provided in
such Mortgage Note to effectuate such defeasance, including the purchase and
perfection of the Defeasance Collateral in the name of the Trustee, as trustee
for the registered holders of LB Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1998-C1.
Notwithstanding the above, the Master Servicer shall not permit a
pledge of Defeasance Collateral in lieu of prepayment under a Defeasance Loan if
(i) such defeasance would occur within two years of the Startup Day, (ii) such
Defeasance Loan (or any applicable agreement executed in connection with the
related defeasance) provides that the Mortgagor will be liable for any
shortfalls from the Defeasance Collateral or otherwise become subjected to
recourse liability with respect to the Defeasance Loan, (iii) such defeasance
would result in a new Mortgagor on the Defeasance Loan (unless such new
Mortgagor is acquiring the Mortgaged Property that was the initial security for
the Defeasance Loan), or (iv) each Rating Agency does not confirm in writing to
the Master Servicer that the acceptance of a pledge of the Defeasance Collateral
in lieu of a full prepayment will not result in a qualification, downgrade or
withdrawal of the ratings then assigned by it to any Class of Certificates.
SECTION 3.21. Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping.
(a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan and if the Master Servicer is not also the
Special Servicer, the Master Servicer shall immediately give notice thereof, and
shall deliver a copy of the related Servicing File, to the Special Servicer and
shall use reasonable efforts to provide the Special Servicer with all
information, documents (or copies thereof) and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan either in the Master Servicer's or any of its directors',
officers', employees', affiliates' or agents' possession or control or otherwise
available to the Master Servicer without undue burden or expense, and reasonably
requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto without acting through a Sub-Servicer. The Master Servicer
shall use reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event;
provided, however, if the information, documents and records requested by the
Special Servicer are
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not contained in the Servicing File, the Master Servicer shall have such period
of time as reasonably necessary to make such delivery.
Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
return the related Servicing File and all other information, documents and
records that were not part of the Servicing File when it was delivered to the
Special Servicer within five Business Days of the occurrence, to the Master
Servicer (or such other Person as may be directed by the Master Servicer) and
upon giving such notice, and returning such Servicing File, to the Master
Servicer (or such other Person as may be directed by the Master Servicer), the
Special Servicer's obligation to service such Mortgage Loan, and the Special
Servicer's right to receive the Special Servicing Fee with respect to such
Mortgage Loan, shall terminate, and the obligations of the Master Servicer to
service and administer such Mortgage Loan shall resume.
(b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and shall provide to
the Master Servicer copies of any additional related Mortgage Loan information,
including correspondence with the related Mortgagor.
(c) On or before each Determination Date, the Special Servicer shall
deliver to the Master Servicer, the Trustee and each Rating Agency (or such
other Person as may be directed by the Master Servicer) a statement in writing
and in computer readable format (the form of such statement to be agreed upon by
the Master Servicer) describing, on a loan-by-loan and property-by-property
basis, (1) insofar as it relates to Specially Serviced Mortgage Loans and REO
Properties, the information described in clauses (vi) through (xv) of Section
4.02(a) and, insofar as it relates to the Special Servicer, the information
described in clauses (xxiv) and (xxx) of Section 4.02(a), (2) the amount of all
payments, Insurance Proceeds and Liquidation Proceeds received, and the amount
of any Realized Loss incurred, with respect to each Specially Serviced Mortgage
Loan during the related Collection Period, and the amount of all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received, and the amount of any
Realized Loss incurred, with respect to each REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
made by the Special Servicer with respect to each Specially Serviced Mortgage
Loan and REO Property during the related Collection Period and (4) such
additional information relating to the Specially Serviced Mortgage Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.
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SECTION 3.22. Sub-Servicing Agreements.
(a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Master
Servicer or the Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason
of an Event of Default), the Trustee or its designee may thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Master Servicer or the Special Servicer, as the case may be,
under such agreement or may terminate such subservicing agreement (except with
respect only to those Sub-Servicing Agreements in effect as of the Closing Date
subject to the provisions of Section 3.22(d)) without cause and without payment
of any penalty or termination fee (except with respect only to those
Sub-Servicing Agreements in effect as of the Closing Date as set forth in
Section 3.22(d)); (iii) provides that the Trustee, for the benefit of the
Certificateholders, shall be a third party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust Fund, any successor Master Servicer or Special Servicer, as the case
may be, or any Certificateholder shall have any duties under such agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased Mortgage Loan at its option and without penalty, (v) does not permit
the Sub-Servicer to enter into or consent to any modification, waiver or
amendment or otherwise take any action on behalf of the Special Servicer
contemplated by Section 3.20 hereof without the consent of such Special
Servicer, and (vi) does not permit the Sub-Servicer any rights of
indemnification that may be satisfied out of assets of the Trust Fund. In
addition, each Sub-Servicing Agreement entered into by the Master Servicer shall
provide that such agreement shall, with respect to any Mortgage Loan serviced
thereunder, terminate at the time such Mortgage Loan becomes a Specially
Serviced Mortgage Loan (or, alternatively, be suspended for so long as such
Mortgage Loan continues to be a Specially Serviced Mortgage Loan), and each
Sub-Servicing Agreement entered into by the Special Servicer shall relate only
to Specially Serviced Mortgage Loans and shall terminate with respect to any
such Mortgage Loan which ceases to be a Specially Serviced Mortgage Loan. The
Master Servicer and the Special Servicer each shall deliver to the Trustee and
to each other copies of all Sub-Servicing Agreements, and any amendments thereto
and modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. References in this Agreement to actions taken or to
be taken by the Master Servicer or the Special Servicer include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts advanced
by any Sub-Servicer to satisfy the obligations of the Master Servicer or the
Special Servicer hereunder to make P&I Advances or Servicing Advances shall be
deemed to have been advanced by the Master Servicer or the Special Servicer, as
the case may be, out of its own funds and, accordingly, such P&I Advances or
Servicing Advances shall be recoverable by such Sub-Servicer in the same manner
and out of the same funds as if such Sub-Servicer were the Master Servicer or
the Special
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Servicer, as the case may be. For so long as they are outstanding, Advances
shall accrue interest in accordance with Sections 3.03(d) and 4.03(d), such
interest to be allocable between the Master Servicer or the Special Servicer, as
the case may be, and such Sub-Servicer as they may agree. For purposes of this
Agreement, the Master Servicer and the Special Servicer each shall be deemed to
have received any payment when a Sub-Servicer retained by it receives such
payment. The Master Servicer and the Special Servicer each shall notify the
other, the Trustee and the Depositor in writing promptly of the appointment by
it of any Sub-Servicer.
(b) Each Sub-Servicer (i) shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law, and (ii)
shall be an approved conventional seller/servicer of mortgage loans for FHLMC or
FNMA or a HUD-Approved Servicer.
(c) The Master Servicer and the Special Servicer, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders or the Trust Fund) monitor the performance and enforce the
obligations of their respective Sub-Servicers under the related Sub-Servicing
Agreements. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer or the Special Servicer, as applicable, in its good faith business
judgment, would require were it the owner of the Mortgage Loans.
(d) In the event of the resignation, removal or other termination of
GMAC Commercial Mortgage Corporation or any successor Master Servicer hereunder
for any reason, the Trustee or other Person succeeding such resigning, removed
or terminated party as Master Servicer, shall elect, with respect to any
Sub-Servicing Agreement existing at the time of such termination: (i) to assume
the rights and obligations of the Master Servicer under such Sub-Servicing
Agreement and continue the sub-servicing arrangements thereunder on the same
terms (including without limitation the obligation to pay the same sub-servicing
fee); (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer on
such terms as the Trustee or other successor Master Servicer and such
Sub-Servicer shall mutually agree (it being understood that such Sub-Servicer is
under no obligation to accept any such new Sub-Servicing Agreement or to enter
into or continue negotiations with the Trustee or other successor Master
Servicer), provided that neither the Trustee nor any successor Master Servicer
shall enter into a new Sub-Servicing Agreement with a Sub-Servicer that was a
party to a Sub-Servicing Agreement as of the Closing Date, if such new
Sub-Servicing Agreement amends, alters or fails to restate the rights of the
Underwriter, if any, under the existing Sub-Servicing Agreement with respect to
the termination of the Sub-Servicer and the appointment of a successor thereto
or the rights of the Underwriter, if any, as a third party beneficiary under
such Sub-Servicing Agreement, unless the successor Master Servicer has obtained
the prior written consent to the terms of such new Sub-Servicing Agreement from
the Underwriter; or (iii) to terminate the Sub-Servicing Agreement if an Event
of Default (as defined in such Sub-Servicing Agreement) has occurred and is
continuing or either of the events set forth in clauses (i) or (ii) of the
following paragraph has occurred and is continuing, in each case without paying
any sub-servicer termination fee.
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Each Sub-Servicing Agreement in effect on the Closing Date shall
provide, among other things, that the Master Servicer may at its sole option,
terminate any rights the Sub-Servicer may have thereunder with respect to any or
all Mortgage Loans if any of the Rating Agencies (i) reduces the rating assigned
to one or more Classes of the respective Certificates as a result of the
sub-servicing of the Mortgage Loans by the Sub-Servicer, or (ii) advise the
Master Servicer or the Trustee that it will qualify, downgrade or withdraw such
rating due to the continued servicing by the Sub-Servicer.
(e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee and
the Certificateholders for the performance of their respective obligations and
duties under this Agreement in accordance with the provisions hereof to the same
extent and under the same terms and conditions as if each alone were servicing
and administering the Mortgage Loans or REO Properties for which it is
responsible.
SECTION 3.23. Representations and Warranties of the Master Servicer.
(a) The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that:
(i) The Master Servicer is a corporation, duly organized and in good
standing under the laws of the State of California, and the Master
Servicer is in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Master
Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, will not violate the Master Servicer's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets.
(iii) The Master Servicer has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the
Master Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
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(v) The Master Servicer is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Master Servicer's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Master Servicer to perform its obligations under this
Agreement or the financial condition of the Master Servicer.
(vi) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened, against the Master Servicer, the outcome
of which, in the Master Servicer's good faith and reasonable judgment,
could reasonably be expected to prohibit the Master Servicer from entering
into this Agreement or materially and adversely affect the ability of the
Master Servicer to perform its obligations under this Agreement.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required under federal or state law for the
execution, delivery and performance by the Master Servicer of or
compliance by the Master Servicer with this Agreement or the consummation
of the transactions contemplated by this Agreement has been obtained and
is effective except where the lack of consent, approval, authorization or
order would not have a material adverse effect on the performance by the
Master Servicer under this Agreement.
(viii) The Master Servicer possesses all insurance required pursuant
to Section 3.07(c) of this Agreement.
(b) The representations and warranties of the Master Servicer set
forth in Section 3.23(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.
(c) Any successor Master Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.23(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.23(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
SECTION 3.24. Representations and Warranties of the Special
Servicer.
(a) The Special Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Master Servicer, as of the
Closing Date, that:
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(i) The Special Servicer is a corporation, validly existing and in
good standing under the laws of the State of California, and the Special
Servicer is in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to perform its
obligations under this Agreement.
(ii) The execution and delivery of this Agreement by the Special
Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, will not violate the Special Servicer's
organizational documents or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets.
(iii) The Special Servicer has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the
Special Servicer in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Special Servicer is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Special Servicer's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Special Servicer to perform its obligations under this
Agreement or the financial condition of the Special Servicer.
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened, against the Special Servicer, the
outcome of which, in the Special Servicer's good faith and reasonable
judgment, could reasonably be expected to prohibit the Special Servicer
from entering into this Agreement or materially and adversely affect the
ability of the Special Servicer to perform its obligations under this
Agreement.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required under federal or state law for the
execution, delivery and performance by the Special Servicer of or
compliance by the Special Servicer with this Agreement or the consummation
of the transactions contemplated by this Agreement has been obtained and
is effective except where the lack of consent, approval, authorization or
order
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would not have a material adverse effect on the performance by the Special
Servicer under this Agreement.
(viii) The Special Servicer possesses all insurance required
pursuant to Section 3.07(c) of this Agreement.
(b) The representations and warranties of the Special Servicer set
forth in Section 3.24(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust Fund remains in existence. Upon discovery by
any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.
(c) Any successor Special Servicer shall be deemed to have made, as
of the date of its succession, each of the representations and warranties set
forth in Section 3.24(a), subject to such appropriate modifications to the
representation and warranty set forth in Section 3.24(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a) On each Distribution Date, the Trustee shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Collection
Account, after payment of any amounts payable from the Collection Account
pursuant to Section 3.05(b)(ii) through (viii) for the following purposes and in
the following order of priority, in each case to the extent of the remaining
portion of the Available Distribution Amount for such Distribution Date:
(i) to distributions of interest to the Holders of the Senior
Certificates in an amount equal to, and pro rata in accordance with, all
Distributable Certificate Interest in respect of each Class of Senior
Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates;
(ii) to distributions of principal to the Holders of the Class A-1
Certificates, in an amount (not to exceed the Class Principal Balance of
the Class A-1 Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date;
(iii) after the Class Principal Balance of the Class A-1
Certificates has been reduced to zero, to distributions of principal to
the Holders of the Class A-2 Certificates, in an amount (not to exceed the
Class Principal Balance of the Class A-2 Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal
Distribution Amount for such Distribution Date (net of any portion thereof
distributed on such Distribution Date to the Holders of the Class A-1
Certificates pursuant to clause (ii) above);
(iv) after the Class Principal Balances of the Class A-1
Certificates and Class A-2 Certificates have been reduced to zero, to
distributions of principal to the Holders of the Class A-3 Certificates,
in an amount (not to exceed the Class Principal Balance of the Class A-3
Certificates outstanding immediately prior to such Distribution Date)
equal to the entire Principal Distribution Amount for such Distribution
Date (net of any portion thereof distributed on such Distribution Date to
the Holders of the Class A-1 Certificates pursuant to clause (ii) above or
the Holders of the Class A-2 Certificates pursuant to clause (iii) above);
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(v) to distributions to the Holders of the Class A-1 Certificates,
the Class A-2 Certificates and the Class A-3 Certificates, pro rata in
accordance with, in an amount equal to, and in reimbursement of, all
Realized Losses and Additional Trust Fund Expenses, if any, previously
allocated to each such Class of Certificates and not previously
reimbursed;
(vi) to distributions of interest to the Holders of the Class B
Certificates in an amount equal to all Distributable Certificate Interest
in respect of such Class of Certificates for such Distribution Date and,
to the extent not previously paid, for all prior Distribution Dates;
(vii) after the Class Principal Balances of the Class A-1
Certificates, the Class A-2 Certificates and the Class A-3 Certificates
have been reduced to zero, to distributions of principal to the Holders of
the Class B Certificates, in an amount (not to exceed the Class Principal
Balance of the Class B Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a)).
(viii) to distributions to the Holders of the Class B Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
B Certificates and not previously reimbursed;
(ix) to distributions of interest to the Holders of the Class C
Certificates in an amount equal to all Distributable Certificate Interest
in respect of such Class of Certificates for such Distribution Date and,
to the extent not previously paid, for all prior Distribution Dates;
(x) after the Class Principal Balance of the Class B Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class C Certificates, in an amount (not to exceed the Class Principal
Balance of the Class C Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xi) to distributions to the Holders of the Class C Certificates, in
an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
C Certificates and not previously reimbursed;
(xii) to distributions of interest to the Holders of the Class D
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class D Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
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(xiii) after the Class Principal Balance of the Class C Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class D Certificates, in an amount (not to exceed the Class Principal
Balance of the Class D Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xiv) to distributions to the Holders of the Class D Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
D Certificates and not previously reimbursed;
(xv) to distributions of interest to the Holders of the Class E
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class E Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xvi) after the Class Principal Balance of the Class D Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class E Certificates, in an amount (not to exceed the Class Principal
Balance of the Class E Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xvii) to distributions to the Holders of the Class E Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
E Certificates and not previously reimbursed;
(xviii) to distributions of interest to the Holders of the Class F
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class F Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xix) after the Class Principal Balance of the Class E Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class F Certificates, in an amount (not to exceed the Class Principal
Balance of the Class F Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xx) to distributions to the Holders of the Class F Certificates, in
an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
F Certificates and not previously reimbursed;
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(xxi) to distributions of interest to the Holders of the Class G
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class G Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxii) after the Class Principal Balance of the Class F Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class G Certificates, in an amount (not to exceed the Class Principal
Balance of the Class G Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xxiii) to distributions to the Holders of the Class G Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
G Certificates and not previously reimbursed;
(xxiv) to distributions of interest to the Holders of Class H
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class H Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxv) after the Class Principal Balance of the Class G Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class H Certificates, in an amount (not to exceed the Class Principal
Balance of the Class H Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xxvi) to distributions to the Holders of the Class H Certificates
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to such Class
of Certificates and not previously reimbursed;
(xxvii) to distributions of interest to the Holders of the Class J
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class J Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxviii) after the Class Principal Balance of the Class H
Certificates has been reduced to zero, to distributions of principal to
the Holders of the Class J Certificates, in an amount (not to exceed the
Class Principal Balance of the Class J Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal
Distribution Amount for such Distribution Date (net of any portion thereof
distributed on such Distribution Date to the Holders of any other Class of
Certificates pursuant to any prior clause of this Section 4.01(a));
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(xxix) to distributions to the Holders of the Class J Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
J Certificates and not previously reimbursed;
(xxx) to distributions of interest to the Holders of the Class K
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class K Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxxi) after the Class Principal Balance of the Class J Certificates
has been reduced to zero, to distributions of principal to the Holders of
the Class K Certificates, in an amount (not to exceed the Class Principal
Balance of the Class K Certificates outstanding immediately prior to such
Distribution Date) equal to the entire Principal Distribution Amount for
such Distribution Date (net of any portion thereof distributed on such
Distribution Date to the Holders of any other Class of Certificates
pursuant to any prior clause of this Section 4.01(a));
(xxxii) to distributions to the Holders of the Class K Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
K Certificates and not previously reimbursed;
(xxxiii) to distributions of interest to the Holders of the Class L
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class L Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxxiv) after the Class Principal Balance of the Class K
Certificates has been reduced to zero, to distributions of principal to
the Holders of the Class L Certificates, in an amount (not to exceed the
Class Principal Balance of the Class L Certificates outstanding
immediately prior to such Distribution Date) equal to the entire Principal
Distribution Amount for such Distribution Date (net of any portion thereof
distributed on such Distribution Date to the Holders of any other Class of
Certificates pursuant to any prior clause of this Section 4.01(a));
(xxxv) to distributions to the Holders of the Class L Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
L Certificates and not previously reimbursed; and
(xxxvi) to distributions of interest to the Holders of the Class M
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class M Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxxvii) after the Class Principal Balance of the Class L
Certificates has been reduced to zero, to distributions of principal to
the Holders of the Class M Certificates, in an amount (not to exceed the
Class Principal Balance of the Class M Certificates outstanding
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immediately prior to such Distribution Date) equal to the entire Principal
Distribution Amount for such Distribution Date (net of any portion thereof
distributed on such Distribution Date to the Holders of any other Class of
Certificates pursuant to any prior clause of this Section 4.01(a));
(xxxviii) to distributions to the Holders of the Class M
Certificates, in an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to
the Class M Certificates and not previously reimbursed;
(xxxix) to make distributions to the Holders of the Class R-III
Certificates, in an amount equal to the excess, if any, of (A) the
aggregate distributions deemed made in respect of the REMIC II Regular
Interests on such Distribution Date pursuant to Section 4.01(h), over (B)
the aggregate distributions made in respect of the Regular Interest
Certificates on such Distribution Date pursuant to clauses (i) through
(xxxviii) above;
(xl) to make distributions to the Holders of the Class R-II
Certificates, up to an amount equal to the excess, if any, of (A) the
aggregate distributions deemed made in respect of the REMIC I Regular
Interests on such Distribution Date pursuant to Section 4.01(i), over (B)
the aggregate distributions deemed made in respect of the REMIC II Regular
Interests on such Distribution Date pursuant to Section 4.01(h); and
(xli) to make distributions to the Holders of the Class R-I
Certificates, up to an amount equal to the excess, if any, of (A) the
Available Distribution Amount for such Distribution Date, over (B) the
aggregate distributions made in respect of the other Classes of
Certificates on such Distribution Date pursuant to clauses (i) through
(xl) above;
provided that on each Distribution Date after the aggregate Certificate
Principal Balance of the Subordinated Certificates has been reduced to zero, the
payments of principal to be made as contemplated by clauses (ii), (iii) and (iv)
above with respect to the Class A Certificates will be made to the Holders of
the respective Classes of such Class A Certificates up to an amount equal to,
and pro rata as among such Classes in accordance with, the respective then
outstanding Class Principal Balances of such Classes of Certificates and without
regard to the Principal Distribution Amount for such Distribution Date.
Distributions in reimbursement of Realized Losses and Additional Trust Fund
Expenses previously allocated to a Class of Certificates shall not constitute
distributions of principal and shall not result in reduction of the related
Class Principal Balance.
All distributions of interest made in respect of the Class IO
Certificates on any Distribution Date pursuant to clause (i) above, shall be
deemed to have been made in respect of the respective Components of such Class,
pro rata in accordance with the respective amounts of Distributable Certificate
Interest that would be payable on such Components on such Distribution Date if
each such Component were treated as a separate Class of Regular Interest
Certificates.
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(b) On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts that represent Prepayment Premiums and/or Yield
Maintenance Charges actually collected on the Mortgage Loans and any REO Loans
during the related Collection Period (net of any Workout Fees and/or Liquidation
Fees payable therefrom) and shall distribute each such Prepayment Premium and/or
Yield Maintenance Charge (net of any Workout Fee or Liquidation Fee payable
therefrom), as additional interest, as follows:
(i) first, to the Holders of the respective Classes of Sequential
Pay Certificates (other than any Excluded Class thereof) entitled to
distributions of principal pursuant to Section 4.01(a) on such
Distribution Date, up to an amount equal to, and pro rata based on, the
respective Additional Yield Amounts for such Classes of Certificates for
such Distribution Date; and
(ii) second, to the Holders of the Class IO Certificates, to the
extent of any remaining portion of such Prepayment Premium and/or Yield
Maintenance Charge (net of any Workout Fee or Liquidation Fee payable
therefrom) (distributions pursuant to this clause (ii) to be deemed
allocable among the respective Components of the Class IO Certificates on
a pro rata basis in accordance with the respective amounts of Accrued
Component Interest in respect of such Components for the subject
Distribution Date).
On each Distribution Date, the Trustee shall withdraw from the
Collection Account any amounts that represent Additional Interest actually
collected on the ARD Loans and any related REO Loans during the related
Collection Period (net of any portion of such Additional Interest payable as a
Workout Fee or Liquidation Fee) and shall distribute such amounts among all the
Classes of Sequential Pay Certificates on a pro rata basis in accordance with
the respective initial Class Principal Balances of such Classes of Certificates,
without regard to whether any such Class is entitled to distributions of
principal on such Distribution Date (whether by reason of its Class Principal
Balance having been reduced to zero or by reason of it not yet being entitled to
distributions of principal).
(c) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with wiring
instructions no less than five Business Days prior to the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent Distribution Dates), or otherwise by check mailed to the address
of such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined, in the case of a Sequential Pay
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate,
but taking into account possible future
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distributions of Additional Interest) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, any distribution that is to be made with
respect to a Certificate in reimbursement of a Realized Loss or Additional Trust
Fund Expense previously allocated thereto, which reimbursement is to occur after
the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the
Trustee was subsequently notified in writing. If such check is returned to the
Trustee, then the Trustee, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Trustee
shall be set aside by the Trustee and held uninvested in trust and credited to
the account of the appropriate Holder. The costs and expenses of locating the
appropriate Holder and holding such funds shall be paid out of such funds. No
interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Trustee has not, after having taken such reasonable
steps, located the related Holder by the second anniversary of the initial
sending of a check, the Trustee shall, subject to applicable law, distribute the
unclaimed funds to the Class R-III Certificateholders.
(d) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Certificate Registrar, the Depositor or the Master Servicer
shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law. The Trustee and the Depositor shall perform their
respective obligations under a Letter of Representations among the Depositor,
the Trustee and the initial Depository dated as of the Closing Date.
(e) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.
(f) Except as otherwise provided in Section 9.01, whenever the
Trustee receives written notification of or expects that the final distribution
with respect to any Class of Certificates (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to such Class of Certificates) will be made on the
next Distribution Date, the Trustee shall, no later than five days after the
related Determination Date, mail to each Holder of record on such date of such
Class of Certificates a notice to the effect that:
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(i) the Trustee expects that the final distribution with respect to
such Class of Certificates will be made on such Distribution Date but only
upon presentation and surrender of such Certificates at the office of the
Certificate Registrar or at such other location therein specified, and
(ii) no interest shall accrue on such Certificates from and after
such Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, then the Trustee, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Trustee shall, subject to applicable law, distribute
to the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject thereto.
(g) Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the Trustee
does withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.
(h) All distributions made in respect of each Class of Sequential
Pay Certificates on each Distribution Date pursuant to Section 4.01(a), the
first paragraph of Section 4.01(b) or Section 9.01 shall be deemed to have first
been distributed from REMIC II to REMIC III in respect of the Corresponding
REMIC II Regular Interest for such Class of Certificates; and all distributions
made in respect of the Class IO Certificates on each Distribution Date pursuant
to Section 4.01(a), the first paragraph of Section 4.01(b) or Section 9.01, and
allocable to any particular Component of such Class of Certificates, shall be
deemed to have first been distributed from REMIC II to REMIC III in respect of
the Corresponding REMIC II Regular Interest for such Component. In each case,
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if such distribution on any such Class of Certificates was a distribution of
interest, of principal, of additional interest (in the form of Prepayment
Premiums or Yield Maintenance Charges) or in reimbursement of any previously
allocated Realized Losses and Additional Trust Fund Expenses in respect of such
Class of Certificates, then the corresponding distribution deemed to be made on
a REMIC II Regular Interest pursuant to the preceding sentence shall be deemed
to also be a distribution of interest, of principal, of additional interest (in
the form of Prepayment Premiums or Yield Maintenance Charges) or in
reimbursement of any previously allocated Realized Losses and Additional Trust
Fund Expenses, as the case may be, in respect of such REMIC II Regular Interest.
The actual distributions made by the Trustee on each Distribution Date in
respect of the REMIC III Certificates pursuant to Section 4.01(a), the first
paragraph of Section 4.01(b) or Section 9.01, as applicable, shall be deemed to
have been so made from the amounts deemed distributed in respect of the REMIC II
Regular Interests on such Distribution Date pursuant to this Section 4.01(h).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(h), actual distributions of funds from the
Collection Account shall be made only in accordance with Section 4.01(a),
Section 4.01(b) or Section 9.01, as applicable.
(i) On each Distribution Date, including, without limitation, the
final Distribution Date in connection with a termination of the Trust Fund, the
Available Distribution Amount for such date shall be deemed to have first been
distributed from REMIC I to REMIC II in respect of the REMIC I Regular
Interests, in each case to the extent of the remaining portions of such funds,
for the following purposes and in the following order of priority:
(i) as deemed distributions of interest in respect of the REMIC I
Regular Interests, in an amount equal to, and pro rata in accordance with,
all Uncertificated Distributable Interest in respect of each such REMIC I
Regular Interest for such Distribution Date and, to the extent not
previously deemed distributed, for all prior Distribution Dates;
(ii) as deemed distributions of principal in respect of the REMIC I
Regular Interests, in an amount equal to, and pro rata in accordance with,
as to each such REMIC I Regular Interest, the excess, if any, of the
Uncertificated Principal Balance of such REMIC I Regular Interest
outstanding immediately prior to such Distribution Date, over the Stated
Principal Balance of the related Mortgage Loan (or successor REO Loan)
that will be outstanding immediately following such Distribution Date; and
(iii) as deemed distributions in respect of the REMIC I Regular
Interests, in an amount equal to, pro rata in accordance with, and in
reimbursement of, any Realized Losses and Additional Trust Fund Expenses
(with compounded interest), previously allocated to each such REMIC I
Regular Interest.
Any Prepayment Premiums or Yield Maintenance Charges distributed to
any Class of Regular Interest Certificates on any Distribution Date shall, in
each case, be deemed to have been distributed from REMIC I to REMIC II in
respect of the REMIC I Regular Interest corresponding
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to the prepaid Mortgage Loan or REO Loan, as the case may be, in respect of
which such premium or charge was received.
SECTION 4.02. Statements to Certificateholders; CSSA Loan File
Report.
(a) On each Distribution Date, the Trustee shall forward by first
class mail (or, in the case of each Rating Agency and any of the other Persons
entitled thereto who so request, by electronic medium) to the Depositor, the
Underwriter, the Master Servicer, the Special Servicer, the Controlling Class
Representative, each Rating Agency, all of the Holders of each Class of Regular
Interest Certificates, all of the initial Certificate Owners of each Class of
Book-Entry Certificates (a list of which shall be provided to the Trustee on the
Closing Date substantially in the form set forth on Exhibit K hereto) and, upon
their written request to the Trustee, any subsequent Certificate Owners of the
Book-Entry Certificates as may be identified to the reasonable satisfaction of
the Trustee, a statement (a "Distribution Date Statement"), based on information
provided to it by the Master Servicer and the Special Servicer, setting forth:
(i) the amount of the distribution on such Distribution Date to the
Holders of each Class of Sequential Pay Certificates in reduction of the
Class Principal Balance thereof;
(ii) the amount of the distribution on such Distribution Date to the
Holders of each Class of Regular Interest Certificates allocable to
Distributable Certificate Interest;
(iii) the amount of the distribution on such Distribution Date to
the Holders of each Class of Regular Interest Certificates allocable to
Prepayment Premiums and Yield Maintenance Charges;
(iv) the amount of the distribution on such Distribution Date to the
Holders of each Class of Sequential Pay Certificates in reimbursement of
previously allocated Realized Losses and Additional Trust Fund Expenses;
(v) the Available Distribution Amount for such Distribution Date;
(vi) the aggregate amount of P&I Advances made in respect of the
prior Distribution Date pursuant to Section 4.03(a), including, without
limitation, any amounts applied pursuant to Section 4.03(a)(ii);
(vii) (A) the aggregate amount of unreimbursed P&I Advances that had
been outstanding at the close of business on the related Determination
Date and the aggregate amount of interest accrued and payable to the
Master Servicer, the Trustee or the Fiscal Agent in respect of such
unreimbursed P&I Advances in accordance with Section 4.03(d) as of the
close of business on the related Determination Date and (B) the aggregate
amount of unreimbursed Servicing Advances that had been outstanding as of
the close of business on the related Determination Date and the aggregate
amount of interest accrued and payable to the
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Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent in
respect of such unreimbursed Servicing Advances in accordance with Section
3.03(d) as of the close of business on the related Determination Date;
(viii) the aggregate unpaid principal balance of the Mortgage Pool
outstanding as of the close of business on the related Determination Date
and the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately before and immediately after such Distribution
Date;
(ix) the number, aggregate unpaid principal balance, weighted
average remaining term to maturity and weighted average Mortgage Rate of
the Mortgage Loans as of the close of business on the related
Determination Date;
(x) the number, aggregate unpaid principal balance (as of the close
of business on the related Determination Date) and aggregate Stated
Principal Balance (immediately after such Distribution Date) of Mortgage
Loans (A) delinquent one month, (B) delinquent two months, (C) delinquent
three or more months, and (D) as to which foreclosure proceedings have
been commenced;
(xi) as to each Mortgage Loan referred to in the preceding clause
(x) above, (A) the loan number thereof, (B) the Stated Principal Balance
thereof immediately following such Distribution Date, (C) whether the
delinquency is in respect of its Balloon Payment, (D) whether a notice of
acceleration has been sent to the Mortgagor and, if so, the date of such
notice, (E) whether an Environmental Assessment of the related Mortgaged
Property has been performed as contemplated by Section 3.09(c) and, if the
assessment is such that the Special Servicer cannot make the determination
set forth in clauses (i) and (ii) of the first sentence of Section
3.09(c), a brief description of the results of such Environmental
Assessment, and (F) a brief description of the status of any foreclosure
proceedings or any workout or loan modification negotiations with the
related Mortgagor;
(xii) with respect to any Mortgage Loan as to which a Liquidation
Event occurred during the related Collection Period (other than a payment
in full), (A) the loan number thereof, (B) the nature of the Liquidation
Event and, in the case of a Final Recovery Determination, a brief
description of the basis for such Final Recovery Determination, (C) the
aggregate of all Liquidation Proceeds and other amounts received in
connection with such Liquidation Event (separately identifying the portion
thereof allocable to distributions on the Certificates), and (D) the
amount of any Realized Loss in connection with such Liquidation Event;
(xiii) with respect to any REO Property that was included in the
Trust Fund as of the close of business on the related Determination Date,
the loan number of the related Mortgage Loan, the book value of such REO
Property and the amount of REO Revenues and other amounts, if any,
received with respect to such REO Property during the related
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Collection Period (separately identifying the portion thereof allocable to
distributions on the Certificates);
(xiv) with respect to any Mortgage Loan as to which the related
Mortgaged Property became an REO Property during the related Collection
Period, the loan number of such Mortgage Loan and the Stated Principal
Balance of such Mortgage Loan as of the related Acquisition Date;
(xv) with respect to any REO Property included in the Trust Fund as
to which a Final Recovery Determination was made during the related
Collection Period, (A) the loan number of the related Mortgage Loan, (B) a
brief description of the basis for the Final Recovery Determination, (C)
the aggregate of all Liquidation Proceeds and other amounts received with
respect to such REO Property during the related Collection Period
(separately identifying the portion thereof allocable to distributions on
the Certificates), and (D) the amount of any Realized Loss in respect of
the related REO Loan in connection with such Final Recovery Determination;
(xvi) the Accrued Certificate Interest and Distributable Certificate
Interest in respect of each Class of Regular Interest Certificates for
such Distribution Date;
(xvii) any unpaid Distributable Certificate Interest in respect of
each Class of Regular Interest Certificates after giving effect to the
distributions made on such Distribution Date, and if the full amount of
the Principal Distribution Amount was not distributed on such Distribution
Date, the portion of the shortfall affecting each Class of Sequential Pay
Certificates;
(xviii) the Pass-Through Rate for each Class of Regular Interest
Certificates for such Distribution Date;
(xix) the Principal Distribution Amount for such Distribution Date,
separately identifying the respective components thereof (and, in the case
of any Principal Prepayment or other unscheduled collection of principal
received during the related Collection Period, the loan number for the
related Mortgage Loan and the amount of such prepayment or other
collection of principal);
(xx) the aggregate of all Realized Losses incurred during the
related Collection Period and, aggregated by type, all Additional Trust
Fund Expenses incurred during the related Collection Period;
(xxi) the aggregate of all Realized Losses and Additional Trust Fund
Expenses that remain unallocated immediately following such Distribution
Date;
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(xxii) the Class Principal Balance of each Class of Sequential Pay
Certificates and the Component Notional Amount of each Component of the
Class IO Certificates, outstanding immediately before and immediately
after such Distribution Date, separately identifying any reduction therein
due to the allocation of Realized Losses and Additional Trust Fund
Expenses on such Distribution Date;
(xxiii) the Certificate Factor for each Class of Regular Interest
Certificates immediately following such Distribution Date;
(xxiv) the aggregate amount of interest on Advances paid to the
Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent
during the related Collection Period in accordance with Section 3.03(d)
and/or Section 4.03(d);
(xxv) (A) the loan number for each Required Appraisal Loan and any
related Appraisal Reduction Amount as of the related Determination Date
and (B) the aggregate Appraisal Reduction Amount for all Required
Appraisal Loans as to related Determination Date;
(xxvi) on a cumulative basis from the Cut-off Date, the number,
aggregate Stated Principal Balance immediately after such Distribution
Date (in the case of subclauses (A), (B) and (E), aggregate Cut-off Date
Balance (in the case of subclauses (C) and (D)), weighted average
extension period (except in the case of subclause (B) and which shall be
zero in the case of subclause (C)), and weighted average anticipated
extension period (in the case of subclause (B)) of Mortgage Loans (A) as
to which the maturity dates have been extended, (B) as to which the
maturity dates are in the process of being extended, (C) that have paid
off and were never extended, (D) as to which the maturity dates had
previously been extended and have paid off and (E) as to which the
maturity dates had been previously extended and are in the process of
being further extended;
(xxvii) the original and then current credit support levels for each
Class of Regular Interest Certificates;
(xxviii) the original and then current ratings for each Class of
Regular Interest Certificates;
(xxix) the aggregate amount of Prepayment Premiums and Yield
Maintenance Charges collected (A) during the related Collection Period and
(B) since the Closing Date; and
(xxx) (A) the aggregate amount of servicing compensation
(separately identifying the amount of each category of compensation) paid
to the Master Servicer, the Special Servicer and, if payable directly out
of the Trust Fund without a reduction in the servicing compensation
otherwise payable to the Master Servicer or the Special Servicer, to each
Sub-Servicer, during the related Collection Period, and (B) such other
information as the Trustee is required by the Code or other applicable law
to furnish to enable Certificateholders to prepare their tax returns.
In the case of information to be furnished pursuant to clauses (i) through (iv)
above, the amounts shall be expressed as a dollar amount in the aggregate for
all Certificates of each applicable Class and per Single Certificate. In the
case of information provided to the Trustee as a basis for information to be
furnished pursuant to clauses (vi) through (xv), (xxiv), (xxv), (xxvi), (xxix)
and (xxx) above, insofar as the underlying information is solely within the
control of the Special Servicer or the Master Servicer, the Trustee may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer or the Master Servicer.
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On each Distribution Date, the Trustee shall forward by first class
mail (or, in the case of each Rating Agency and any of the other Persons
entitled thereto who so request, by electronic medium) to each
Certificateholder, the Underwriter, the Depositor, each Rating Agency and each
other Person that was forwarded a Distribution Date Statement on such
Distribution Date, a copy of the following reports delivered to it by the Master
Servicer pursuant to Section 3.12(c) since the preceding Distribution Date (or,
in the case of the initial Distribution Date, since the Closing Date): (i) the
Delinquent Loan Status Report; (ii) the Historical Loss Estimate Report; (iii)
the Historical Loan Modification Report; (iv) the REO Status Report; (v) the
Watch List Report; (vi) a Loan Payoff Notification Report; and (vii) the
Comparative Financial Status Report. The Trustee shall prepare and deliver or
shall cause to be delivered on each Distribution Date by first class mail (or,
in the case of each Rating Agency and any of the other Persons entitled thereto
who so request, by electronic medium) to each Certificateholder, the
Underwriter, the Depositor, each Rating Agency and each other Person that was
forwarded a Distribution Date Statement on such Distribution Date a copy of the
CSSA Loan File Report containing information regarding each Mortgage Loan and
the CSSA Property File Report containing information regarding each Mortgaged
Property and REO Property as of the end of the preceding calendar month. The
Distribution Date Statement, the CSSA Loan File Report, the CSSA Property File
Report and the reports referred to in the second preceding sentence collectively
constitute the "Certificateholder Reports". Absent manifest error, none of the
Master Servicer, the Special Servicer or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Mortgagor or
third party that is included in any reports, statements, materials or
information prepared or provided by the Master Servicer, the Special Servicer or
the Trustee, as applicable. None of the Trustee, the Master Servicer or the
Special Servicer shall have any obligation to verify the accuracy or
completeness of any information provided by a Mortgagor, a third party or each
other.
A Certificateholder or Certificate Owner may obtain certain
information contained in each Distribution Date Statement by calling the
Trustee's ASAP System at (312) 904-2200 and requesting statement number 319, or
such other mechanism as the Trustee may have in place from time to time. With
the consent of the Depositor, the Trustee may make certain information
concerning the Mortgage Loans and the Certificates available to
Certificateholders and Certificate Owners through the Trustee's website at
www.lnbabs.com on the internet. Account numbers on the Trustee's ASAP System and
passwords for the Trustee's website may be obtained by calling (312) 904-2200
and following the voice prompts for obtaining account numbers. Certificate
Factor information may be obtained by potential purchasers of the Certificates
or interests therein, by calling (800) 246-5761. In addition, if the Depositor
or the Underwriter so directs the Trustee, the Trustee will make available the
Distribution Date Statement via automated medium to any Person who places a
telephone call to (312) 904-2200 and requests access to ASAP, the Trustee's
automated fax back system. Additionally, the Trustee shall make available to the
Master Servicer, the Special Servicer, the Certificateholders, Certificate
Owners identified to the Trustee in writing, the Depositor, the Underwriter,
each Rating Agency, and Bloomberg, L.P. (and may in its discretion and upon
receipt of written consent of the Underwriter or the Depositor publish on the
internet) by means of electronic access to a datafile in the "CSSA Loan periodic
update file" and the "CSSA Property File" with the Delinquent Loan Status
Report, Historical Loan Modification Report, Historical Loss Estimate
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Report, REO Status Report, Loan Payoff Notification Report and the Watch List
Report attached (provided such reports have been delivered to the Trustee
pursuant to Section 3.12(c) in an electronic format acceptable to the Trustee)
via the Trustee's bulletin board (accessible by dialing (714) 282-3990). The
Trustee may disclaim responsibility for any information therein for which it is
not the original source. The Master Servicer, upon receipt of written consent of
the Underwriter or the Depositor, may publish on the internet any information
that Trustee is obligated to provide to Bloomberg, L.P. provided that any
expenses or liability arising therefrom shall not be an Additional Trust Fund
Expense and shall be the sole responsibility of the Master Servicer.
Within a reasonable period of time after the end of each calendar
year, the Trustee shall send to each Person who at any time during the calendar
year was a Certificateholder of record, a report summarizing on an annual basis
(if appropriate) the items provided to Certificateholders pursuant to clauses
(i), (ii), (iii) and (iv) of the description of "Distribution Date Statement"
above and such other information as may be required to enable such
Certificateholders to prepare their federal income tax returns. Such information
shall include the amount of original issue discount accrued on each Class of
Certificates and information regarding the expenses of the Trust Fund. Such
requirement shall be deemed to be satisfied to the extent such information is
provided pursuant to applicable requirements of the Code from time to time in
force.
On each Distribution Date, the Trustee shall forward to the
Depositor, to each Rating Agency, to each Holder of a Residual Interest
Certificate, to the Underwriter (at Three World Financial Center, New York, New
York 10285, Attention: Trish Hall, or such other address as the Underwriter may
designate) and, in the case of reports regarding the respective Classes of
Book-Entry Certificates, if any, to The Trepp Group (at 477 Madison Avenue, 18th
Floor, New York, New York 10022, or such other address as The Trepp Group may
hereafter designate), a copy of the reports forwarded to the Holders of the
Regular Interest Certificates on such Distribution Date and a statement setting
forth the amounts, if any, actually distributed with respect to the Class R-I,
Class R-II and Class R-III Certificates on such Distribution Date.
Upon written request of the Depositor or the Underwriter, without
payment of any fee, and upon written request of any Certificateholders or any
other Person, together with payment of a reasonable fee specified by the
Trustee, the Trustee shall provide any statements, reports and/or information
contemplated by this Section 4.02(a) on computer diskette to such party (such
computer diskette and such statements, reports, and/or information thereon to
bear such appropriate disclaimers and qualifications as the Depositor and the
Trustee shall determine in their reasonable discretion).
If any Certificate Owner does not receive through the Depository or
any of its Depository Participants any of the statements, reports and/or other
written information described above in this Section 4.02(a) that it would
otherwise be entitled to receive if it were the Holder of a Definitive
Certificate evidencing its ownership interest in the related Class of Book Entry
Certificates, then the Trustee shall forward such statements, reports and/or
other written information to such Certificate Owner as provided above, upon the
request of such Certificate Owner made in writing to the Corporate Trust Office
(accompanied by current verification of such Certificate Owner's
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ownership interest). Such portion of such information as may be agreed upon by
the Depositor and the Trustee shall be furnished to any such Person via
overnight courier delivery or telecopy from the Trustee; provided that the cost
of such overnight courier delivery or telecopy shall be an expense of the party
requesting such information.
The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives the necessary underlying information from the Master Servicer and shall
not be liable for any failure to deliver any thereof on the prescribed due
dates, to the extent caused by failure to receive timely such underlying
information. Nothing herein shall obligate the Trustee, the Master Servicer or
the Special Servicer to violate any applicable law prohibiting disclosure of
information with respect to any Mortgagor and the failure of the Trustee, Master
Servicer or the Special Servicer to disseminate information for such reason
shall not be a breach hereof.
The information to be furnished by the Trustee to the
Certificateholders pursuant to Sections 4.02(a) and (b) shall not limit the
Trustee in furnishing any such information to other Persons to whom it
determines such disclosure to be appropriate and shall not limit the Trustee in
furnishing to Certificateholders or to any person any other information with
respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may
be provided to it by the Depositor, the Master Servicer or the Special Servicer
or gathered by it in any investigation or other manner from time to time (such
information, other than as described in Sections 4.02(a) and (b), is referred to
herein as "Additional Information") as it may reasonably deem necessary or
appropriate from time to time, provided that (A) the Trustee shall give the
Depositor three business days' advance notice before doing so, (B) any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (C) the Trustee
shall be entitled to indicate the source of all information furnished by it, and
the Trustee may affix thereto any disclaimer it deems appropriate in its
discretion, (D) the Trustee shall notify Certificateholders of the availability
of any such information in any manner as it, in its sole discretion, may
determine and (E) this provision shall not prevent the Trustee, whether with or
without the consent of the Depositor, from furnishing information with respect
to the Trust Fund and its administration thereof to any Person, if it reasonably
determines that the furnishing of such information is required by applicable
law. The Trustee shall forward to the Depositor any requests for Additional
Information which, for their fulfillment, require the consent of the Depositor.
Nothing herein shall be construed to impose upon the Trustee any obligation or
duty to furnish or distribute any Additional Information to any Person in any
instance.
(b) Not later than 2:00 p.m. (New York City time) on the third
Business Day following each Determination Date, the Master Servicer shall
furnish to the Trustee, the Depositor and the Underwriter, by electronic
transmission (or in such other form to which the Trustee or the Depositor, as
the case may be, and the Master Servicer may agree), with a hard copy of such
transmitted information to follow not later than the second Business Day
following such Determination Date, an accurate and complete CSSA Loan File
Report providing the required information for the Mortgage Loans as of such
Determination Date.
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In the performance of its obligations set forth in Section 4.05 and
its other duties hereunder, the Trustee may conclusively rely on the CSSA Loan
File Report provided to it by the Master Servicer, and the Trustee shall not be
responsible to recompute, recalculate or verify the information provided to it
by the Master Servicer. In the case of information to be furnished by the Master
Servicer to the Trustee pursuant to this Section 4.02(b), insofar as such
information is solely within the control of the Special Servicer, the Master
Servicer (if other than the Special Servicer or an Affiliate thereof) shall have
no obligation to provide such information until it has received such information
from the Special Servicer, shall not be in default hereunder due to a delay in
providing the CSSA Loan File Report caused by the Special Servicer's failure to
timely provide any report required under this Agreement and may, absent actual
knowledge of an error therein, conclusively rely on the reports to be provided
by the Special Servicer. The Master Servicer may conclusively rely on any
information provided by the Depositor or any Mortgagor with respect to the CSSA
Loan File Report.
SECTION 4.03. P&I Advances.
(a) On or before 4:00 p.m., New York City time, on each P&I Advance
Date, the Master Servicer shall, subject to Section 4.03(c) below, either (i)
remit from its own funds to the Trustee for deposit into the Collection Account
an amount equal to the aggregate amount of P&I Advances, if any, to be made in
respect of the related Distribution Date, (ii) apply amounts held in the
Custodial Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances, or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Custodial
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Custodial Account on or before the next
succeeding Determination Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and interest in respect
of which such P&I Advances were made). If, as of 4:00 p.m., New York City time,
on any P&I Advance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy no. (312)
845-8617 (or such alternative number provided by the Master Servicer to the
Trustee in writing) and by telephone at telephone no. (312) 845-8585 (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 6:00 p.m., New York City time, on such
P&I Advance Date. If after such notice by facsimile, the Trustee does not
receive the full amount of such P&I Advances by 11:00 a.m., New York City time,
on the Business Day immediately following such P&I Advance Date, then (i) the
Trustee (or the Fiscal Agent on its behalf) shall make the portion of such P&I
Advances that was required to be, but was not, made by the Master Servicer on
such P&I Advance Date and (ii) the provisions of Sections 7.01 and 7.02 shall
apply. If the Trustee fails to make any such P&I Advance on the related
Distribution Date, but the Fiscal Agent shall make such P&I Advance on such
date, then the Trustee shall be deemed not to be in default hereunder.
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(b) The aggregate amount of P&I Advances to be made by the Master
Servicer, the Trustee or the Fiscal Agent, as the case may be, in respect of any
Distribution Date shall, subject to Section 4.03(c) below, equal the aggregate
of all Scheduled Payments (other than Balloon Payments) and any Assumed
Scheduled Payments, in each case net of related Master Servicing Fees and any
related Workout Fees, due or deemed due, as the case may be, in respect of the
Mortgage Loans (including, without limitation, Balloon Mortgage Loans delinquent
as to their respective Balloon Payments) and any REO Loans on their respective
Due Dates during the related Collection Period, in each case to the extent such
amount was not paid by or on behalf of the related Mortgagor or otherwise
collected (including received as net income from REO Properties) as of the close
of business on the related Determination Date; provided that, (i) if the Monthly
Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment granted or agreed to by the Special Servicer pursuant to Section 3.20,
or if the final maturity on any Mortgage Loan shall be extended in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, and the Monthly Payment due and owing during the
extension period is less than the related Assumed Scheduled Payment, then the
Master Servicer, the Trustee or the Fiscal Agent, as the case may be, shall, as
to such Mortgage Loan only, advance only the amount of the Monthly Payment due
and owing after taking into account such reduction (net of related Master
Servicing Fees and any related Workout Fees) in the event of subsequent
delinquencies thereon; and (ii) if it is determined that an Appraisal Reduction
Amount exists with respect to any Required Appraisal Loan then, in the event of
subsequent delinquencies thereon, the interest portion of each P&I Advance, if
any, required to be made in respect of such Required Appraisal Loan during the
period that such Appraisal Reduction Amount continues to exist, shall be reduced
(it being herein agreed and acknowledged that there shall be no reduction in the
principal portion of any such P&I Advance) to equal the product of (x) the
amount of the interest portion of the subject P&I Advance that would otherwise
be required without regard to this clause (ii), multiplied by (y) a fraction,
the numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan, net of such Appraisal Reduction Amount, and the denominator of which is
equal to the Stated Principal Balance of such Mortgage Loan.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officers' Certificate delivered to the Trustee, the Fiscal Agent
and the Depositor on or before the related P&I Advance Date, setting forth the
basis for such determination, together with any other information that supports
such determination, including an appraisal (which appraisal shall have been
conducted within the 12-month period preceding such determination in accordance
with the standards of the Appraisal Institute taking into account the factors
specified in Section 3.18(e)), related Mortgagor operating statements and
financial statements, budgets and rent rolls of the related Mortgaged Properties
(to the extent available and /or in the Master Servicer's or the Special
Servicer's possession), engineers' reports, environmental surveys and any
similar reports that the Master Servicer may have obtained consistent with the
Servicing Standard and at the expense of
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the Trust Fund, that support such determination by the Master Servicer. The
Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer that a P&I Advance, if made, would be a
Nonrecoverable Advance; provided, however, that if the Master Servicer has
failed to make a P&I Advance for reasons other than a determination by the
Master Servicer that such P&I Advance would be Nonrecoverable Advance, the
Trustee or Fiscal Agent, as applicable, shall make such Advance within the time
periods required by Section 4.03(a) unless the Trustee or the Fiscal Agent, in
good faith, makes a determination prior to the times specified in Section
4.03(a) that such P&I Advance would be a Nonrecoverable Advance. The Trustee and
the Fiscal Agent, in determining whether or not a P&I Advance previously made
is, or a proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall
be subject to the standards applicable to the Master Servicer hereunder.
(d) Subject to the next sentence, the Master Servicer, the Trustee
and the Fiscal Agent shall each be entitled to receive interest at the
Reimbursement Rate in effect from time to time, compounded annually, accrued on
the amount of each P&I Advance made thereby (with its own funds) for so long as
such P&I Advance is outstanding (or, if such P&I Advance was made prior to the
end of any grace period applicable to the subject delinquent Monthly Payment,
for so long as such P&I Advance is outstanding following the end of such grace
period), such interest to be payable: (i) at any time, out of late payment
charges and Default Interest collected on the particular Mortgage Loan or REO
Loan as to which such P&I Advance relates; and (ii) to the extent that such late
payment charges and Default Interest are insufficient, but only after the
related Advance has been reimbursed pursuant to this Agreement, out of general
collections on the Mortgage Loans and REO Properties on deposit in the
Collection Account. The Master Servicer shall, in accordance with Section
3.05(a), reimburse itself, the Trustee or the Fiscal Agent, as applicable, for
any outstanding P&I Advance made thereby as soon as practicable after funds
available for such purpose are deposited in the Custodial Account, and in no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding Late Collection was received as of the
related P&I Advance Date.
SECTION 4.04. Allocation of Realized Losses and Additional Trust
Fund Expenses.
(a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Trustee shall allocate to the
respective Classes of Sequential Pay Certificates as follows the aggregate of
all Realized Losses and Additional Trust Fund Expenses that were incurred at any
time following the Cut-off Date through the end of the related Collection
Period, and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that (i)
the aggregate Certificate Principal Balance of the Sequential Pay Certificates
as of such Distribution Date (after taking into account all of the distributions
made on such Distribution Date pursuant to Section 4.01) exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date: first, to the Class M
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; second, to the Class L Certificates, until the remaining Class
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Principal Balance thereof has been reduced to zero; third, to the Class K
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourth, to the Class J Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class H
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class G Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class F
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class E Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class D
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class C Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class B
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; and twelfth, pro rata (based on remaining Class Principal
Balances) to the Class A-1 Certificates, Class A-2 Certificates and Class A-3
Certificates, until the Class Principal Balances thereof are reduced to zero.
Any allocation of Realized Losses and Additional Trust Fund Expenses to a Class
of Regular Interest Certificates shall be made by reducing the Class Principal
Balance thereof by the amount so allocated. All Realized Losses and Additional
Trust Fund Expenses, if any, allocated to a Class of Regular Interest
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. All Realized Losses
and Additional Trust Fund Expenses, if any, that have not been allocated to the
Regular Interest Certificates as of the Distribution Date on which the aggregate
Certificate Principal Balance of such Certificates has been reduced to zero,
shall be deemed allocated to the Residual Interest Certificates.
(b) Each Realized Loss and Additional Trust Fund Expense, if any,
allocated to any Class of Sequential Pay Certificates on any Distribution Date
shall be deemed to have first been allocated to the Corresponding REMIC II
Regular Interest for such Class of Certificates, with a corresponding reduction
in the Uncertificated Principal Balance of such REMIC II Regular Interest.
(c) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(i),
the Uncertified Principal Balance of each REMIC I Regular Interest (after taking
account of such deemed distributions) shall be reduced to equal the Stated
Principal Balance of the related Mortgage Loan or REO Loan, as the case may be,
that will be outstanding immediately following such Distribution Date. Such
reductions shall be deemed to be an allocation of Realized Losses and Additional
Trust Fund Expenses.
SECTION 4.05. Calculations.
The Trustee shall, provided it receives the necessary information
from the Master Servicer and the Special Servicer, be responsible for performing
all calculations necessary in connection with the actual and deemed
distributions and allocations to be made pursuant to Section 4.01 and Article IX
and the actual and deemed allocations of Realized Losses and Additional Trust
Fund Expenses to be made pursuant to Section 4.04. The Trustee shall calculate
the Available Distribution Amount for each Distribution Date and shall allocate
such amount among Certificateholders in accordance with this Agreement, and the
Trustee shall have no obligation to
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recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Trustee of such amounts
shall, in the absence of manifest error, be presumptively deemed to be correct
for all purposes hereunder.
SECTION 4.06. Use of Agents.
The Master Servicer or the Trustee may at its own expense utilize
agents or attorneys-in-fact in performing any of its obligations under this
Article IV (except the obligation to make P&I Advances), but no such utilization
shall relieve the Master Servicer or the Trustee from any of such obligations,
and the Master Servicer or the Trustee, as applicable, shall remain responsible
for all acts and omissions of any such agent or attorney-in-fact.
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ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1, A-2, A-3, A-4 and A-5; provided that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in the Registered Certificates and
the Class F and Class G Certificates shall initially be held and transferred
through the book-entry facilities of the Depository. The Regular Interest
Certificates will be issuable only in denominations corresponding to initial
Certificate Principal Balances or initial Certificate Notional Amounts, as the
case may be, as of the Closing Date of not less than $10,000 in the case of the
Registered Certificates (other than the Class IO Certificates), $100,000 in the
case of the Class IO Certificates, and $250,000 in the case of the
Non-Registered Certificates (other than the Residual Interest Certificates), and
in each such case in integral multiples of $1 in excess thereof. The Class R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates will
be issuable in denominations representing Percentage Interests in the related
Class of not less than 10%.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers of the Certificate
Registrar shall be entitled to all benefits under this Agreement, subject to the
following sentence, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, however, unless there appears on such Certificate a certificate
of authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the
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registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee is hereby initially appointed (and hereby agrees to
act in accordance with the terms hereof) as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written
instrument delivered to the Depositor, the Master Servicer, the Special Servicer
and (if the Trustee is not the Certificate Registrar) the Trustee, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee resigns
or is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its duties as Certificate Registrar. The Depositor, the
Trustee (if it is no longer the Certificate Registrar), the Master Servicer and
the Special Servicer shall have the right to inspect the Certificate Register or
to obtain a copy thereof at all reasonable times, and to rely conclusively upon
a certificate of the Certificate Registrar as to the information set forth in
the Certificate Register.
If three or more Holders make written request to the Trustee, and
such request states that such Holders desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Holders propose to
transmit, then the Trustee shall, 30 days after the receipt of such request,
afford (or cause any other Certificate Registrar to afford) the requesting
Holders access during normal business hours to the most recent list of
Certificateholders held by the Certificate Registrar.
(b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Definitive Non-Registered
Certificate is to be made without registration under the Securities Act (other
than in connection with the initial issuance of the Non-Registered Certificates
or a transfer of such Certificate by the Depositor, the Underwriter or any of
their respective Affiliates or, in the case of a Book-Entry Non-Registered
Certificate, a transfer thereof to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that such transfer may be made without registration
under the Securities Act (which Opinion of Counsel shall not be an expense of
the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer,
the REMIC Administrator, the Trustee, the Fiscal Agent or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of a Definitive Non-Registered Certificate does not, in
connection with the subject transfer, deliver to the Certificate
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Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
hereto are, with respect to the subject transfer, true and correct. If a
transfer of any interest in a Book-Entry Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Book-Entry Non-Registered Certificates or a
transfer of any interest therein by the Depositor, the Underwriter or any of
their respective Affiliates), then the Certificate Owner desiring to effect such
transfer shall be required to obtain either (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached
hereto as Exhibit F-2C or as Exhibit F-2D, or (ii) an Opinion of Counsel to the
effect that such transfer may be made without registration under the Securities
Act. If any Transferee of an interest in a Book-Entry Non-Registered Certificate
does not, in connection with the subject transfer, deliver to the Transferor the
Opinion of Counsel or one of the certifications described in the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2C or Exhibit F-2D
hereto are, with respect to the subject transfer, true and correct. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Non-Registered Certificate or interest
therein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer, sale, pledge or other
disposition of any Non-Registered Certificate or interest therein shall, and
does hereby agree to, indemnify the Depositor, the Underwriter, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer, the REMIC Administrator
and the Certificate Registrar against any liability that may result if such
transfer, sale, pledge or other disposition is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.
(c) No transfer of a Non-Registered Certificate or any interest
therein shall be made (A) to any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing such Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of such Certificate or interest therein by the
prospective Transferee would result in a violation of Section 406 of ERISA or
Section 4975 of the Code or would result in the imposition of an excise tax
under Section 4975 of the Code. Except in connection with the initial issuance
of the Non-Registered Certificates or any transfer of a Non-Registered
Certificate or any interest therein by the Depositor, the Underwriter or any of
their respective Affiliates or, in the case of a Book-Entry Non-Registered
Certificate, any transfer of such Certificate to a successor Depository or to
the applicable Certificate Owner in accordance with Section 5.03, the
Certificate Registrar shall refuse to register the transfer of a Definitive
NonRegistered Certificate unless it has received from the prospective
Transferee, and any Certificate Owner transferring an interest in a Book-Entry
Non-Registered Certificate shall be required to obtain
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from its prospective Transferee, either (i) a certification to the effect that
such prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) a certification to the
effect that the purchase and holding of such Certificate or interest therein by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts
and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee or such Certificate Owner, as the case may be, that
such transfer will not result in a violation of Section 406 of ERISA or Section
4975 of the Code or result in the imposition of an excise tax under Section 4975
of the Code. It is hereby acknowledged that the forms of certification attached
hereto as Exhibit G-1 (in the case of Definitive Non-Registered Certificates)
and Exhibit G-2 (in the case of ownership interests in Book-Entry Non-Registered
Certificates) are acceptable for purposes of the preceding sentence. If any
Transferee of a Subordinate Certificate (including, without limitation, a Class
B, Class C, Class D or Class E Certificate) or any interest therein does not, in
connection with the subject transfer, deliver to the Certificate Registrar (in
the case of a Definitive Subordinate Certificate) or the Transferor (in the case
of ownership interests in a Book-Entry Subordinate Certificate) any
certification and/or Opinion of Counsel contemplated by the second preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such Certificate or interest therein by such Transferee is exempt from the
prohibited transaction provisions of Section 406 of ERISA and Section 4975 of
the Code under Sections I and III of Prohibited Transaction Class Exemption
95-60.
(d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Interest Certificate shall be deemed by the acceptance
or acquisition of such Ownership Interest to have agreed to be bound
by the following provisions and to have irrevocably authorized the
Trustee under clause (ii) (A) below to deliver payments to a Person
other than such Person and to have irrevocably authorized the
Trustee under clause (ii) (B) below to negotiate the terms of any
mandatory disposition and to execute all instruments of Transfer and
to do all other things necessary in connection with any such
disposition. The rights of each Person acquiring any Ownership
Interest in a Residual Interest Certificate are expressly subject to
the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Residual Interest Certificate shall be a
Permitted Transferee and shall promptly notify the REMIC
Administrator and the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Residual Interest Certificate, the
Certificate Registrar shall require delivery to it, and shall
not register the Transfer of any Residual
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Interest Certificate until its receipt, of an affidavit and
agreement substantially in the form attached hereto as Exhibit
H-1 (a "Transfer Affidavit and Agreement"), from the proposed
Transferee, representing and warranting, among other things,
that such Transferee is a Permitted Transferee, that it is not
acquiring its Ownership Interest in the Residual Interest
Certificate that is the subject of the proposed Transfer as a
nominee, trustee or agent for any Person that is not a
Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Interest Certificate it will
endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(d) and agrees to
be bound by them.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B) above,
if a Responsible Officer of either the Trustee or the
Certificate Registrar has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Residual Interest Certificate to such
proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Residual Interest Certificate shall agree (1) to
require a Transfer Affidavit and Agreement from any
prospective Transferee to whom such Person attempts to
transfer its Ownership Interest in such Residual Interest
Certificate and (2) not to transfer its Ownership Interest in
such Residual Interest Certificate unless it provides to the
Certificate Registrar a certificate substantially in the form
attached hereto as Exhibit H-2 stating that, among other
things, it has no actual knowledge that such prospective
Transferee is not a Permitted Transferee.
(E) Each Person holding or acquiring an Ownership
Interest in a Residual Interest Certificate, by purchasing
such Ownership Interest, agrees to give the REMIC
Administrator and the Trustee written notice that it is a
"pass-through interest holder" within the meaning of temporary
Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring an Ownership Interest in a Residual Interest
Certificate, if it is, or is holding an Ownership Interest in
a Residual Interest Certificate on behalf of, a "pass-through
interest holder".
(ii) (A) If any purported Transferee shall become a Holder of
a Residual Interest Certificate in violation of the provisions
of this Section 5.02(d), then the last preceding Holder of
such Residual Interest Certificate that was in compliance with
the provisions of this Section 5.02(d) shall be restored, to
the extent permitted by law, to all rights as Holder thereof
retroactive to the date of registration of such Transfer of
such Residual
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Interest Certificate. None of the Depositor, the Trustee or
the Certificate Registrar shall be under any liability to any
Person for any registration of Transfer of a Residual Interest
Certificate that is in fact not permitted by this Section
5.02(d) or for making any payments due on such Certificate to
the Holder thereof or for taking any other action with respect
to such Holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of
a Residual Interest Certificate in violation of the
restrictions in this Section 5.02(d), then, to the extent that
retroactive restoration of the rights of the preceding Holder
of such Residual Interest Certificate as described in clause
(ii) (A) above shall be invalid, illegal or unenforceable, the
Trustee shall have the right but not the obligation, to cause
the transfer of such Residual Interest Certificate to a
Permitted Transferee selected by the Trustee on such terms as
the Trustee may choose, and the Trustee shall not be liable to
any Person having an Ownership Interest in such Residual
Interest Certificate as a result of the Trustee's exercise of
such discretion. Such purported Transferee shall promptly
endorse and deliver such Residual Interest Certificate in
accordance with the instructions of the Trustee. Such
Permitted Transferee may be the Trustee itself or any
Affiliate of the Trustee.
(iii) The REMIC Administrator shall make available to the
Internal Revenue Service and to those Persons specified by the REMIC
Provisions all information furnished to it by the other parties
hereto necessary to compute any tax imposed (A) as a result of the
Transfer of an Ownership Interest in a Residual Interest Certificate
to any Person who is a Disqualified Organization, including the
information described in Treasury regulations sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
inclusions" of such Residual Interest Certificate and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership
Interest in a Residual Interest Certificate having as among its
record holders at any time any Person which is a Disqualified
Organization, and each of the other parties hereto shall furnish to
the REMIC Administrator all information in its possession necessary
for the REMIC Administrator to discharge such obligation. The Person
holding such Ownership Interest shall be responsible for the
reasonable compensation of the REMIC Administrator for providing
such information.
(iv) The provisions of this Section 5.02(d) set forth prior to
this clause (iv) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee and the REMIC
Administrator the following:
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(A) written confirmation from each Rating Agency to the
effect that the modification of, addition to or elimination of
such provisions will not cause such Rating Agency to qualify,
downgrade or withdraw its then-current rating with respect to
any Class of Certificates; and
(B) an Opinion of Counsel, in form and substance
satisfactory to the Trustee and the REMIC Administrator,
obtained at the expense of the party seeking such modification
of, addition to or elimination of such provisions (but in no
event at the expense of the Trustee, the REMIC Administrator
or the Trust), to the effect that doing so will not (1) cause
any of REMIC I, REMIC II or REMIC III to cease to qualify as a
REMIC or be subject to an entity-level tax caused by the
Transfer of any Residual Interest Certificate to a Person
which is not a Permitted Transferee or (2) cause a Person
other than the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Residual
Interest Certificate to a Person that is not a Permitted
Transferee.
(e) If a Person is acquiring any Non-Registered Certificate,
Subordinated Certificate or Residual Interest Certificate or an interest in any
such Certificate as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Certificate, to the Certificate Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee (or such Certificate
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the applicable foregoing
acknowledgments, representations, warranties, certifications and agreements with
respect to each such account as set forth in Subsections (b), (c) and/or (d), as
appropriate, of this Section 5.02.
(f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.
(g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest upon surrender of the Certificates to be exchanged
at the offices of the Certificate Registrar maintained for such purpose.
Whenever any Certificates are so surrendered for exchange, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive.
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(h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.
(i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or Certificate Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
(j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.
SECTION 5.03. Book-Entry Certificates.
(a) Each Class of Registered Certificates and the Class F and Class
G Certificates shall initially be issued as one or more Certificates registered
in the name of the Depository or its nominee and, except as provided in Section
5.03(c) below, a transfer of such Certificates may not be registered by the
Certificate Registrar unless such transfer is to a successor Depository that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. Such Certificate Owners shall hold and transfer
their respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in Section
5.03(c) below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing each
such Certificate Owner. Each Depository Participant shall only transfer the
Ownership Interests in the Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
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(c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, or (iii) after the occurrence of an Event of Default, Certificate
Owners entitled to a majority of the Voting Rights allocated to the Book-Entry
Certificates advise the Depository through the Depository Participants in
writing that the continuation of a book-entry system through the Depository is
no longer in the best interests of the Certificate Owners, the Certificate
Registrar shall notify all affected Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to such Certificate Owners requesting the same. Upon surrender to
the Certificate Registrar of the Book-Entry Certificates of any Class thereof by
the Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, the Definitive Certificates
in respect of such Class to the Certificate Owners identified in such
instructions. The Depositor shall provide the Certificate Registrar with an
adequate inventory of Definitive Certificates. None of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates for purposes of evidencing ownership of any
Class of Registered Certificates, the registered holders of such Definitive
Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.
(d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate or any
Subordinated Certificate) which interests are transferable through the
book-entry facilities of the Depository.
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of the same Class and like Percentage
Interest. Upon the issuance of any new Certificate under this Section, the
Trustee and the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
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relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
SECTION 5.05. Persons Deemed Owners.
Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.
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ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER
AND THE CONTROLLING CLASS REPRESENTATIVE
SECTION 6.01. Liability of Depositor, Master Servicer and Special
Servicer.
The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.
SECTION 6.02. Merger, Consolidation or Conversion of Depositor,
Master Servicer or Special Servicer.
Subject to the following paragraph, the Depositor, the Master
Servicer and the Special Servicer shall each keep in full effect its existence,
rights and franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign entity in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
Each of the Depositor, the Master Servicer or the Special Servicer
may be merged or consolidated with or into any Person, or transfer all or
substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer or the Special Servicer,
shall be the successor of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that no successor or
surviving Person shall succeed to the rights of the Master Servicer or the
Special Servicer unless (i) as confirmed in writing by each of the Rating
Agencies, such succession will not result in the qualification, downgrade or
withdrawal of any rating or ratings then assigned to any Class of Certificates,
and (ii) such successor or surviving Person makes the applicable representations
and warranties set forth in Section 3.23 (in the case of a successor or
surviving Person to the Master Servicer) or Section 3.24 (in the case of a
successor or surviving Person to the Special Servicer), as applicable.
SECTION 6.03. Limitation on Liability of Depositor, Master Servicer
and Special Servicer.
None of the Depositor, the Master Servicer or the Special Servicer shall
be under any liability to the Trust Fund, the Trustee or the Certificateholders
for any action taken, or not taken, in good faith pursuant to this Agreement, or
for errors in judgment; provided, however, that this
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provision shall not protect the Depositor, the Master Servicer or the Special
Servicer against any liability to the Trust Fund, the Trustee or the
Certificateholders for the breach of a representation, warranty or covenant made
herein by such party, or against any expense or liability specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of obligations
or duties hereunder. The Depositor, the Master Servicer, the Special Servicer
and any director, officer, employee or agent of the Depositor, the Master
Servicer or the Special Servicer may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer,
the Special Servicer and any director, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer shall be indemnified and
held harmless by the Trust Fund against any loss, liability or reasonable
expense incurred in connection with any legal action that relates to this
Agreement or the Certificates, other than any loss, liability or expense: (i)
incidental to its duties and obligations hereunder; (ii) specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof; (iii) incurred in connection with any breach of a representation,
warranty or covenant made herein; or (iv) incurred by reason of willful
misfeasance, bad faith or negligence in the performance of obligations or duties
hereunder. None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement and,
unless it is specifically required hereunder to bear the costs of such legal
action, in its opinion does not involve it in any ultimate expense or liability;
provided, however, that the Depositor, the Master Servicer or the Special
Servicer may in its discretion undertake any such action which it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, and any liability resulting therefrom, shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the Custodial
Account as provided in Section 3.05. In no event shall the Master Servicer or
the Special Servicer be liable or responsible for any action taken or omitted to
be taken by the other of them (unless they are the same Person or Affiliates) or
by the Depositor, the Trustee or any Certificateholder, subject to the
provisions of Section 8.05(c).
SECTION 6.04. Resignation of Master Servicer and the Special
Servicer.
The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective
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immediately, and the Opinion of Counsel delivered pursuant to the prior sentence
so states, no such resignation shall become effective until the Trustee or other
successor shall have assumed the responsibilities and obligations of the
resigning party in accordance with Section 7.02 hereof. The Master Servicer and
the Special Servicer shall have the right to resign at any other time provided
that (i) a willing successor thereto has been found, (ii) each of the Rating
Agencies confirms in writing that the successor's appointment will not result in
a qualification, downgrade or withdrawal of any rating or ratings then assigned
to any Class of Certificates, (iii) the resigning party pays all costs and
expenses in connection with such transfer, and (iv) the successor accepts
appointment prior to the effectiveness of such resignation. Neither the Master
Servicer nor the Special Servicer shall be permitted to resign except as
contemplated above in this Section 6.04.
Consistent with the foregoing, neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or,
except as provided in Sections 3.22 and 4.06, delegate to or subcontract with,
or authorize or appoint any other Person to perform any of the duties, covenants
or obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee and/or the Special
Servicing Fee, as applicable, that accrues pursuant hereto from and after the
date of such transfer shall be payable to such successor.
SECTION 6.05. Rights of Depositor and Trustee in Respect of Master
Servicer and the Special Servicer.
The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriter and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriter and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, which is relevant to the performance of its duties
hereunder and which it is not prohibited by applicable law or contract from
disclosing. The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer or Special Servicer hereunder or exercise the rights of
the Master Servicer and the Special Servicer hereunder; provided, however, that
neither the Master Servicer nor the Special Servicer shall be relieved of any of
its obligations hereunder by virtue of such performance by the Depositor or its
designee and, provided further, that the Depositor may not exercise any right
pursuant to Section 7.01 to terminate the Master Servicer or the Special
Servicer as a party to this Agreement. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.
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SECTION 6.06. Depositor, Master Servicer and Special Servicer to
Cooperate with Trustee.
The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.
SECTION 6.07. Depositor, Special Servicer and Trustee to Cooperate
with Master Servicer.
The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.
SECTION 6.08. Depositor, Master Servicer and Trustee to Cooperate
with Special Servicer.
The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.
SECTION 6.09. Designation of Special Servicer by the Controlling
Class.
(a) The Holder or Holders of the Certificates evidencing a majority
of the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person meeting the requirements set forth in Section
6.02 to serve as Special Servicer hereunder and to replace any existing Special
Servicer or any Special Servicer that has resigned or otherwise ceased to serve
as Special Servicer. Such Holder or Holders may also select a representative
(the "Controlling Class Representative") from whom the Special Servicer will
seek advice and approval and take direction under certain circumstances, as
described herein. Such Holder or Holders shall so designate a Person to serve as
replacement Special Servicer by the delivery to the Trustee, the Master Servicer
and the existing Special Servicer of a written notice stating such designation.
The Trustee shall, promptly after receiving any such notice, deliver to the
Rating Agencies an executed Notice and Acknowledgment in the form attached
hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer
within 30 days of such Special Servicer's resignation or the date such Special
Servicer has ceased to serve in such capacity, the Trustee shall designate a
successor Special Servicer meeting the requirements set forth in Section 6.02.
Any designated Person shall become the Special Servicer on the date as of which
the Trustee shall have received all of the following: (1) written confirmation
from all of the Rating Agencies that the appointment of such Person will not
result in the qualification, downgrade or withdrawal of any rating or ratings
then assigned to any Class of the Certificates; (2) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed
by the designated Person, and (3) an Opinion of Counsel (at the expense of the
Person designated to become the Special Servicer) to the effect that, upon the
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execution and delivery of the Acknowledgment of Proposed Special Servicer, the
designated Person shall be bound by the terms of this Agreement and that this
Agreement shall be enforceable against the designated Person in accordance with
its terms. Any existing Special Servicer shall be deemed to have resigned
simultaneously with such designated Person's becoming the Special Servicer
hereunder; provided, however, that (i) the resigning Special Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the effective date of such resignation, whether in
respect of Servicing Advances or otherwise, (ii) if such Special Servicer was
terminated without cause, it shall be entitled to a portion of certain Workout
Fees thereafter received on the Corrected Mortgage Loans (but only if and to the
extent permitted by Section 3.11(c)) and (iii) such Special Servicer shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
resignation. Such resigning Special Servicer shall cooperate with the Trustee
and the replacement Special Servicer in effecting the termination of the
resigning Special Servicer's responsibilities and rights hereunder, including,
without limitation, the transfer within two Business Days to the replacement
Special Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Special Servicer to the Custodial
Account or the REO Account or should have been delivered to the Master Servicer
or that are thereafter received with respect to Specially Serviced Mortgage
Loans and REO Properties.
(b) Notwithstanding the foregoing, if the Controlling Class consists
of Book-Entry Certificates, then the rights of the Holders of the Controlling
Class set forth above in this Section 6.09 may be exercised directly by the
relevant Certificate Owners, provided that the identity of such Certificate
Owners has been confirmed to the Trustee to its reasonable satisfaction.
SECTION 6.10. Master Servicer or Special Servicer as Owner of a
Certificate.
The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as otherwise set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that is not expressly prohibited by the
terms hereof and would not, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, violate the Servicing Standard, but that, if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
good faith judgment, be considered by other Persons to violate the Servicing
Standard, then the Master Servicer or the Special Servicer may (but need not)
seek the approval of the Certificateholders to such action by delivering to the
Trustee a written notice that (a) states that it is delivered pursuant to this
Section 6.10, (b) identifies the Percentage Interest in each Class of
Certificates beneficially owned by the Master Servicer or an Affiliate thereof
or the Special Servicer or an Affiliate thereof, as appropriate, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders
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(other than the Master Servicer and its Affiliates or the Special Servicer and
its Affiliates, as appropriate), together with such instructions for response as
the Trustee shall reasonably determine. If at any time Certificateholders
holding greater than 50% of the Voting Rights of all Certificateholders
(calculated without regard to the Certificates beneficially owned by the Master
Servicer or its Affiliates or the Special Servicer or its Affiliates, as
appropriate) shall have failed to object in writing to the proposal described in
the written notice, and if the Master Servicer or the Special Servicer shall act
as proposed in the written notice within thirty (30) days, such action shall be
deemed to comply with, but not modify, the Servicing Standard. The Trustee shall
be entitled to reimbursement from the Master Servicer or the Special Servicer,
as applicable, for the reasonable expenses of the Trustee incurred pursuant to
this paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special Servicer be permitted to invoke the procedure set forth
herein with respect to routine servicing matters arising hereunder, but rather
only in the case of unusual circumstances.
SECTION 6.11. Certain Powers of the Controlling Class
Representative.
(a) The Controlling Class Representative will be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything in any other section of this Agreement to
the contrary, but in all cases subject to Section 6.11(b), the Special Servicer
will not be permitted to take any of the following actions as to which the
Controlling Class Representative has objected in writing within 10 Business Days
of having been notified thereof and having been provided with all reasonably
requested information with respect thereto (provided that if such written
objection has not been received by the Special Servicer within such 10 Business
Day period, then the Controlling Class Representative's approval will be deemed
to have been given):
(i) any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of properties securing
such of the Specially Serviced Mortgage Loans as come into and continue in
default;
(ii) any modification, amendment or waiver of a monetary term
(including, without limitation, the timing of payments) or any material
non-monetary term of a Mortgage Loan;
(iii) any proposed sale of a defaulted Mortgage Loan or REO Property
(other than in connection with the termination of the Trust Fund) for less
than the Purchase Price;
(iv) any acceptance of a discounted payoff;
(v) any determination to bring an REO Property into compliance with
applicable environmental laws or to otherwise address Hazardous Materials
located at an REO Property;
(vi) any release of collateral (other than in accordance with the
terms of, or upon satisfaction of, a Mortgage Loan);
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(vii) any acceptance of substitute or additional collateral for a
Mortgage Loan;
(viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;
and
(ix) any acceptance of an assumption agreement releasing a borrower
from liability under a Mortgage Loan.
In addition, the Controlling Class Representative may direct the Special
Servicer to take, or to refrain from taking, such actions as the Controlling
Class Representative may deem advisable or as to which provision is otherwise
made herein. Upon reasonable request, the Special Servicer shall provide the
Controlling Class Representative with any information in the Special Servicer's
possession with respect to such matters, including, without limitation, its
reasons for determining to take a proposed action; provided that such
information shall also be provided, in a written format, to the Trustee, who
shall make it available for review pursuant to Section 8.14(b).
(b) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Controlling Class Representative, as
contemplated by Section 6.11(a), may (and the Special Servicer shall ignore and
act without regard to any such advice, direction or objection that the Special
Servicer has determined, in its reasonable, good faith judgment, will) require
or cause the Special Servicer to violate any provision of this Agreement or the
REMIC Provisions, including, without limitation, the Special Servicer's
obligation to act in accordance with the Servicing Standard.
(c) The Controlling Class Representative will have no liability to
the Certificateholders for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that the Controlling Class Representative will not
be protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates, that the
Controlling Class Representative may have special relationships and interests
that conflict with those of Holders of one or more Classes of Certificates, that
the Controlling Class Representative may act solely in the interests of the
Holders of the Controlling Class, that the Controlling Class Representative does
not have any duties to the Holders of any Class of Certificates other than the
Controlling Class, that the Controlling Class Representative may take actions
that favor interests of the Holders of the Controlling Class over the interests
of the Holders of one or more other Classes of Certificates, that the
Controlling Class Representative shall not be deemed to have been negligent or
reckless, or to have acted in bad faith or engaged in willful misconduct by
reason of its having acted solely in the interests of the Holders of the
Controlling Class, and that the Controlling Class Representative shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative or any director,
officer, employee, agent or principal thereof for having so acted.
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ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) any failure by the Master Servicer to deposit into the Custodial
Account, any amount required to be so deposited or remitted by it under
this Agreement; or
(ii) any failure by the Special Servicer to deposit into the REO
Account or to deposit into, or to remit to the Master Servicer for deposit
into, the Custodial Account, any amount required to be so deposited or
remitted under this Agreement; or
(iii) any failure by the Master Servicer to deposit into, or remit
to the Trustee for deposit into, the Collection Account, any amount
required to be so deposited or remitted by it under this Agreement, which
continues unremedied until 11:00 a.m. (New York City time) on the
applicable Distribution Date; or
(iv) any failure by the Master Servicer or the Special Servicer to
timely make any Servicing Advance required to be made by it hereunder,
which Servicing Advance remains unmade for a period of three Business Days
following the date on which notice shall have been given to the Master
Servicer or the Special Servicer, as the case may be, by the Trustee as
provided in Section 3.03(c); or
(v) any failure on the part of the Master Servicer or the Special
Servicer duly to observe or perform in any material respect any other of
the covenants or agreements on the part of the Master Servicer or the
Special Servicer, as the case may be, contained in this Agreement, which
continues unremedied for a period of 60 days after the date on which
written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer or the Special Servicer, as the
case may be, by any other party hereto or to the Master Servicer or the
Special Servicer, as the case may be (with a copy to each other party
hereto), by the Holders of Certificates entitled to at least 25% of the
Voting Rights; or
(vi) any breach on the part of the Master Servicer or the Special
Servicer of any of its representations or warranties contained in this
Agreement that materially and adversely affects the interests of any Class
of Certificateholders and which continues unremedied for a period of 60
days after the date on which notice of such breach, requiring the same to
be remedied, shall have been given to the Master Servicer or the Special
Servicer, as the case may be, by any other party hereto or to the Master
Servicer or the Special Servicer, as the case may be (with a copy to each
other party hereto), by the Holders of Certificates entitled to at least
25% of the Voting Rights; or
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(vii) 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 for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Master Servicer or the Special Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days;
or
(viii) the Master Servicer or the Special Servicer shall consent to
the appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling
of assets and liabilities or similar proceedings of or relating to it or
of or relating to all or substantially all of its property; or
(ix) the Master Servicer or the Special Servicer shall admit in
writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable bankruptcy, insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, voluntarily suspend payment of its obligations, or take any
corporate action in furtherance of the foregoing; or
(x) the Trustee shall have received a written notice from either
Rating Agency to the effect that (A) the Master Servicer's or the Special
Servicer's acting in such capacity has, in and of itself, resulted in one
or more of the ratings then assigned to the respective Classes of
Certificates by such Rating Agency being qualified, downgraded or
withdrawn, or (B) if the Master Servicer or Special Servicer continues to
act in such capacity, the rating or ratings then assigned by such Rating
Agency to one or more Classes of Certificates will be qualified,
downgraded or withdrawn.
When a single entity acts as the Master Servicer and the Special Servicer, an
Event of Default in one capacity shall constitute an Event of Default in the
other capacity.
(b) If any Event of Default described in clauses (i) - (ix) of
subsection (a) above shall occur with respect to the Master Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") and shall be continuing, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, and at the written direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights, the Trustee shall, by notice in writing to the
Defaulting Party (with a copy of such notice to each other party hereto and the
Rating Agencies) terminate all of the rights and obligations (but not the
liabilities for actions and omissions occurring prior thereto) of the Defaulting
Party under this Agreement and in and to the Trust Fund, other than its rights
as a Certificateholder hereunder. If an Event of Default described in clause
(x) of subsection (a) above shall occur with respect to the Master Servicer or,
if applicable, the Special Servicer (in either case, under such circumstances,
for purposes of this Section 7.01(b), the "Defaulting Party"), the Trustee
shall, by notice in writing (to be sent
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immediately by facsimile transmission) to the Defaulting Party (with a copy of
such notice to each other party hereto and the Rating Agencies), terminate all
of the rights and obligations (but not the liabilities for actions and omissions
occurring prior thereto) of the Defaulting Party under this Agreement and in and
to the Trust Fund, other than its rights, if any, as a Certificateholder
hereunder. From and after the receipt by the Defaulting Party of such written
notice of termination, all authority and power of the Defaulting Party under
this Agreement, whether with respect to the Certificates (other than as a holder
of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee pursuant to and under this section, and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer and the Special Servicer each agree that, if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than ten Business Days subsequent to its receipt of the notice of
termination) provide the Trustee with all documents and records, including those
in electronic form, requested thereby to enable the Trustee to assume the Master
Servicer's or Special Servicer's, as the case may be, functions hereunder, and
shall cooperate with the Trustee in effecting the termination of the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
rights hereunder, including, without limitation, (i) if the Master Servicer is
the Defaulting Party, the immediate transfer to the Trustee or a successor
Master Servicer for administration by it of all cash amounts that shall at the
time be or should have been credited by the Master Servicer to the Custodial
Account, the Collection Account, a Servicing Account or a Reserve Account or
that are thereafter received by or on behalf of it with respect to any Mortgage
Loan or (ii) if the Special Servicer is the Defaulting Party, the transfer
within two Business Days to the Trustee or a successor Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the REO Account, the Custodial
Account, a Servicing Account or a Reserve Account or should have been delivered
to the Master Servicer or that are thereafter received by or on behalf of it
with respect to any Mortgage Loan or REO Property; provided, however, that the
Master Servicer and the Special Servicer each shall, if terminated pursuant to
this Section 7.01(b), continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances or otherwise, and it shall continue to be
entitled to the benefits of Section 6.03 notwithstanding any such termination.
Any cost or expenses in connection with any actions to be taken by any party
hereto pursuant to this paragraph shall be borne by the Defaulting Party and if
not paid by the Defaulting Party within 90 days after the presentation of
reasonable documentation of such costs and expenses, such expense shall be
reimbursed by the Trust Fund; provided, however, that the Defaulting Party shall
not thereby be relieved of its liability for such expenses. If and to the extent
that the Defaulting Party has not reimbursed such costs and expenses, the
Trustee shall have an affirmative obligation to take all reasonable actions to
collect such expenses on behalf of and at the expense of the Trust Fund. For
purposes of this Section 7.01 and of Section 7.03(b), the Trustee shall not be
deemed to have knowledge of an event which constitutes, or which with the
passage of time or notice, or both, would constitute an Event of Default
described in clauses (i)-(ix) of subsection (a) above unless a Responsible
Officer of the Trustee assigned to and working in the
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Trustee's Corporate Trust Division has actual knowledge thereof or unless notice
of any event which is in fact such an Event of Default is received by the
Trustee and such notice references the Certificates, the Trust Fund or this
Agreement.
SECTION 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless a successor is appointed pursuant to
Section 6.04, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
(and the former Master Servicer or the Special Servicer, as the case may be,
shall cease to have) all the responsibilities, duties and liabilities of the
Master Servicer or the Special Servicer, as the case may be, arising thereafter,
including, without limitation, if the Master Servicer is the resigning or
terminated party, the Master Servicer's obligation to make P&I Advances,
including, without limitation, in connection with any termination of the Master
Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade
P&I Advances that gave rise to such Event of Default; provided that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Special Servicer's, as the case may be, failure to provide information or
monies required by Section 7.01 shall not be considered a default by the Trustee
hereunder. The Trustee shall not be liable for any of the representations and
warranties of the resigning or terminated party or for any losses incurred by
the resigning or terminated party pursuant to Section 3.06 hereunder nor shall
the Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act as either Master Servicer or
Special Servicer, as the case may be, or shall, if it is unable to so act as
either Master Servicer or Special Servicer, as the case may be, or if the
Trustee is not approved as a master servicer or a special servicer, as the case
may be, by any of the Rating Agencies, or if the Holders of Certificates
entitled to at least 51% of the Voting Rights so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution that meets the
requirements of Section 6.02, as the successor to the Master Servicer or the
Special Servicer, as the case may be, hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer or
the Special Servicer, as the case may be, hereunder; provided, however, that in
the case of a resigning or terminated Special Servicer, such appointment shall
be subject to the rights of the Holders of Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class to designate a successor
pursuant to Section 6.09. No appointment of a successor to the Master Servicer
or the Special Servicer hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided. In connection with any such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of
such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that
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no such compensation shall be in excess of that permitted the resigning or
terminated party hereunder. Such successor and the other parties hereto shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.
(b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
transmit by mail to the Depositor and all Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clauses (i), (ii), (iii) or (x) of Section 7.01(a) may be waived
only by all of the Certificateholders of the affected Classes. Upon any such
waiver of an Event of Default, such Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.
SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.
During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each
and every remedy shall be cumulative and in addition to any other remedy,
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and no delay or omission to exercise any right or remedy shall impair any such
right or remedy or shall be deemed to be a waiver of any Event of Default.
ARTICLE VIII
CONCERNING THE TRUSTEE
AND FISCAL AGENT
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
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expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; and
(iv) The protections, immunities and indemnities afforded to the
Trustee hereunder shall also be available to it in its capacity as
Authenticating Agent, Certificate Registrar, REMIC Administrator and
Custodian.
SECTION 8.02. Certain Matters Affecting Trustee.
Except as otherwise provided in Section 8.01 and Article X:
(i) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith;
(iii) the Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or, except as provided in
Section 10.01 or 10.02, to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any
of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; except as provided
in Section 10.01 or 10.02, the Trustee shall not be required to expend or
risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability
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is not reasonably assured to it; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of
Default which has not been cured, to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care
and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;
(iv) the Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, and
except as may be provided in Section 10.01 or 10.02, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at
least 25% of the Voting Rights; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to taking any such action;
(vi) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee shall remain responsible
for all acts and omissions of such agents or attorneys within the scope of
their employment to the same extent as it is responsible for its own
actions and omissions hereunder; and
(vii) the Trustee shall not be responsible for any act or omission
of the Master Servicer or the Special Servicer (unless the Trustee is
acting as Master Servicer or the Special Servicer) or the Depositor.
SECTION 8.03. Trustee and Fiscal Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee and the Fiscal Agent in Article II,
Section 8.16 and Section 8.18 and the signature of the Certificate Registrar and
the Authenticating Agent set forth on each outstanding Certificate, shall not be
taken as the statements of the Trustee or the Fiscal Agent, and neither the
Trustee nor the Fiscal Agent shall assume any responsibility for their
correctness. Except as expressly set forth in Sections 8.16 and 8.18, the
Trustee and the Fiscal Agent make no representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. The Trustee and the
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Fiscal Agent shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund,or any
funds deposited in or withdrawn from the Custodial Account or any other account
by or on behalf of the Depositor, the Master Servicer or the Special Servicer.
The Trustee and the Fiscal Agent shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee in good faith, pursuant to this
Agreement.
SECTION 8.04. Trustee and Fiscal Agent May Own Certificates.
The Trustee, the Fiscal Agent or any agent of the Trustee and the
Fiscal Agent, in its individual or any other capacity, may become the owner or
pledgee of Certificates with (except as otherwise provided in the definition of
"Certificateholder") the same rights it would have if it were not the Trustee,
the Fiscal Agent or such agent.
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of
Trustee.
(a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Collection Account, prior to any distributions
to be made therefrom on such date, and pay to itself all earned but unpaid
Trustee's Fees, as compensation for all services rendered by the Trustee in the
execution of the trusts hereby created and in the exercise and performance of
any of the powers and duties of the Trustee hereunder. The Trustee's Fees (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) shall constitute the Trustee's sole compensation
for such services to be rendered by it.
(b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified for and held harmless by the Trust
Fund against any loss, liability or reasonable "out-of-pocket" expense
(including, without limitation, costs and expenses incurred in connection with
removal of the Special Servicer and Master Servicer pursuant to Sections 7.01
and 7.02, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement) arising out of, or incurred
in connection with this Agreement or the Certificates ("Trustee Liability");
provided that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(b) for (1)
any liability specifically required to be borne thereby pursuant to the terms
hereof, or (2) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of the Trustee's
obligations and duties hereunder, or as may arise from a breach of any
representation, warranty or covenant of the Trustee made herein. The provisions
of this Section 8.05(b) and of Section 8.05(c) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee.
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(c) If the Trustee Liability arises from the issuance or sale of the
Certificates and the indemnification provided for in Section 8.05(b) is invalid
or unenforceable, then the Trust Fund shall contribute to the amount paid or
payable by the Trustee as a result of such Trustee Liability in such proportion
as is appropriate to reflect the relative fault of any of the other parties on
the one
hand and the Trustee on the other in connection with the actions or omissions
which resulted in such Trustee Liability, as well as any other relevant
equitable considerations.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a bank, a trust company,
an association or a corporation organized and doing business under the laws of
the United States of America or any state thereof or the District of Columbia,
authorized under such laws to exercise trust powers, having a combined capital
and surplus of at least $100,000,000 and subject to supervision or examination
by federal or state banking authority. If such bank, trust company, association
or corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this section the combined capital and surplus of such bank,
trust company, association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Trustee shall at all times maintain a long-term unsecured debt
rating of at least "Aa2" or "AA", as applicable (or, if a Fiscal Agent meeting
the requirements of Section 8.17(a) is then currently acting in such capacity,
of at least investment grade) from each Rating Agency (or, in the case of either
Rating Agency, such other rating as shall not result in the qualification,
downgrade or withdrawal of any of the ratings then assigned to the respective
Classes of the Certificates by such Rating Agency, as confirmed in writing by
such Rating Agency). If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07;
provided that if the Trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $100,000,000 or its long-term
unsecured debt rating no longer conforms to the requirements of the immediately
preceding sentence, and if the Trustee proposes to the other parties hereto to
enter into an agreement with (and reasonably acceptable to) each of them, and if
in light of such agreement the Trustee's continuing to act in such capacity
would not (as evidenced in writing by each Rating Agency) cause either Rating
Agency to qualify, downgrade or withdraw any rating assigned thereby to any
Class of Certificates, then upon the execution and delivery of such agreement
the Trustee shall not be required to resign, and may continue in such capacity,
for so long as none of the ratings assigned by the Rating Agencies to the
Certificates is adversely affected thereby. The bank, trust company, corporation
or association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer and
their respective Affiliates.
SECTION 8.07. Resignation and Removal of Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and to all Certificateholders. Upon
receiving such notice of resignation, the Depositor shall promptly
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appoint a successor trustee acceptable to the Depositor by written instrument,
in duplicate, which instrument shall be delivered to the resigning Trustee and
to the successor trustee. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer and the Certificateholders by the
Depositor. If no successor trustee shall have been so appointed and have
acceptedappointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or if
the Trustee shall fail (other than by reason of the failure of either the Master
Servicer or the Special Servicer to timely perform its obligations hereunder or
as a result of other circumstances beyond the Trustee's reasonable control), to
timely deliver any current or revised Distribution Date Statement, CSSA Loan
File Report, CSSA Property File Report or other report or statement required by
Section 4.02 and such failure shall continue unremedied for a period of five
days, or if a tax is imposed or threatened with respect to the Trust Fund by any
state in which the Trustee is located or in which it holds any portion of the
Trust Fund, then the Depositor may remove the Trustee and appoint a successor
trustee acceptable to the Depositor and the Master Servicer by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer and the
Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to greater than 50% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Master Servicer, one complete set to the Trustee so removed
and one complete set to the successor trustee so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer and the
remaining Certificateholders by the successor so appointed. In the event that
the Trustee is terminated or removed pursuant to this Section 8.07, all of its
and any corresponding Fiscal Agent's rights and obligations under this Agreement
and in and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including,
without limitation, P&I Advances and accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such
termination or removal, and no termination without cause shall be effective
until the payment of such amounts to the Trustee and such Fiscal Agent).
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.
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SECTION 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to the predecessor trustee an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a third-party Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.
(b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor, the Master Servicer, the
Special Servicer and the Certificateholders.
SECTION 8.09. Merger or Consolidation of Trustee and Fiscal Agent.
Any entity into which the Trustee or the Fiscal Agent may be merged
or converted, or with which the Trustee or the Fiscal Agent may be consolidated,
or any entity resulting from any merger, conversion or consolidation to which
the Trustee or the Fiscal Agent shall be a party, or any entity succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee or the Fiscal Agent, as the case may be, hereunder, provided such entity
shall be eligible under the provisions of Section 8.06 or Section 8.17(a), as
applicable, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Trustee shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust Fund, and to vest in such Person or Persons, in
such capacity, such title to the Trust Fund,
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or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicer and
the Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts vested therein pursuant to
the applicable instrument of appointment and this Section 8.10, shall vest in
and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
SECTION 8.11. Appointment of Custodians.
The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in
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which it holds any Mortgage File and shall not be the Depositor, the Mortgage
Loan Seller or any Affiliate of either of them. Neither the Master Servicer nor
the Special Servicer shall have any duty to verify that any such Custodian is
qualified to act as such in accordance with the preceding sentence. The Trustee
may enter into agreements to appoint a Custodian which is not the Trustee,
provided that, such agreement: (i) is consistent with this Agreement in all
material respects and requires the Custodian to comply with all of the
applicable conditions of this Agreement; (ii) provides that if the Trustee shall
for any reason no longer act in the capacity of Trustee hereunder, the successor
Trustee or its designee may thereupon assume all of the rights and, except to
the extent they arose prior to the date of assumption, obligations of the
Custodian under such agreement or, alternatively, may terminate such agreement
without cause and without payment of any penalty or termination fee; and (iii)
does not permit the Custodian any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of one or more
Custodians shall not relieve the Trustee from any of its obligations hereunder,
and the Trustee shall remain responsible for all acts and omissions of any
Custodian. In the absence of any other Person appointed in accordance herewith
acting as Custodian, the Trustee agrees to act in such capacity in accordance
with the terms hereof. Notwithstanding anything herein to the contrary, if the
Trustee is no longer the Custodian, any provision or requirement herein
requiring notice or any information or documentation to be provided to the
Custodian shall be construed to require that such notice, information or
documents also be provided to the Trustee. Any Custodian hereunder shall at all
times maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in this
Agreement.
SECTION 8.12. Appointment of Authenticating Agents.
(a) The Trustee may appoint at the Trustee's expense an
Authenticating Agent, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, with the obligations
and responsibilities herein. Each Authenticating Agent must be organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent. In the absence of any other Person
appointed in accordance herewith acting as Authenticating Agent, the Trustee
hereby agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Authenticating Agent, any provision or requirement herein requiring notice or
any information or documentation to be provided to the Authenticating Agent
shall be construed to require that such notice, information or documentation
also be provided to the Trustee.
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(b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.
(c) Any Authenticating Agent appointed in accordance with this
Section 8.12 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent appointed in accordance with this Section 8.12 by giving
written notice of termination to such Authenticating Agent, the Master Servicer
and the Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 8.12, the Trustee may
appoint a successor Authenticating Agent, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
8.12. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.
SECTION 8.13. Appointment of REMIC Administrators.
(a) The Trustee may appoint at the Trustee's expense any Person with
appropriate tax-related experience to act as REMIC Administrator hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as REMIC Administrator, the Trustee agrees to act in such
capacity in accordance with the terms hereof. The appointment of a REMIC
Administrator shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of the REMIC Administrator. The Trustee shall cause any such REMIC Administrator
appointed by it to execute and deliver to the Trustee an instrument in which
such REMIC Administrator shall agree to act in such capacity, with the
obligations and responsibilities herein.
(b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.
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(c) Any REMIC Administrator appointed in accordance with this
Section 8.13 may at any time resign by giving at least 30 days' advance written
notice of resignation to the Trustee, the Master Servicer, the Special Servicer
and the Depositor. The Trustee may at any time terminate the agency of any REMIC
Administrator appointed in accordance with this Section 8.13 by giving written
notice of termination to such REMIC Administrator, the Master Servicer, and the
Depositor. Upon receiving a notice of such a resignation or upon such a
termination, or in case at any time any REMIC Administrator shall cease to be
eligible in accordance with the provisions of this Section 8.13, the Trustee may
appoint a successor REMIC Administrator, in which case the Trustee shall give
written notice of such appointment to the Master Servicer, the Special Servicer
and the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor REMIC Administrator shall be
appointed unless eligible under the provisions of this Section 8.13. Any
successor REMIC Administrator upon acceptance of its appointment hereunder shall
become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as REMIC
Administrator.
SECTION 8.14. Access to Certain Information.
(a) The Trustee shall afford to the Master Servicer, the Special
Servicer and the Depositor, and to the OTS, the FDIC and any other banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, access to any documentation regarding the Mortgage Loans
within its control that may be required to be provided by this Agreement or by
applicable law. Such access shall be afforded without charge but only upon
reasonable prior written request and during normal business hours at the offices
of the Trustee designated by it.
(b) The Trustee shall maintain in its possession and, upon
reasonable prior written request and during normal business hours, shall make
available for review by the Depositor, the Rating Agencies, the Controlling
Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee as a
prospective Transferee of a Certificate or an interest therein, originals and/or
copies of the following items: (i) the Prospectus, the Memorandum and any other
disclosure document relating to the Certificates, in the form most recently
provided to the Trustee by the Depositor or by any Person designated by the
Depositor; (ii) this Agreement, each Sub-Servicing Agreement delivered to the
Trustee since the Closing Date and any amendments hereto or thereto; (iii) all
Certificateholder Reports delivered to Certificateholders pursuant to Section
4.02(a) since the Closing Date; (iv) all Annual Performance Certifications
delivered by the Master Servicer and the Special Servicer, respectively, to the
Trustee since the Closing Date; (v) all Annual Accountants' Reports caused to be
delivered by the Master Servicer and the Special Servicer, respectively, to the
Trustee since the Closing Date; (vi) any and all notices and reports delivered
to the Trustee with respect to any Mortgaged Property as to which the
environmental testing contemplated by Section 3.09(c) revealed that either of
the conditions set forth in clauses (i) and (ii) of the first sentence thereof
was not satisfied; (vii) each of the Mortgage Files, including any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into or consented to by the Special Servicer and delivered to the Trustee
pursuant to Section 3.20; (viii) the most recent appraisal for each Mortgaged
Property and REO Property that has been
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delivered to the Trustee (each appraisal obtained hereunder with respect to any
Mortgaged Property or REO Property to be delivered to the Trustee by the Master
Servicer or Special Servicer, as applicable, promptly following its having been
obtained); (ix) any and all Officer's Certificates and other evidence delivered
to or by the Trustee to support its, the Master Servicer's, the Special
Servicer's or the Fiscal Agent's, as the case may be, determination that any
Advance was (or, if made, would be) a Nonrecoverable Advance; (x) any and all
information provided to the Trustee pursuant to Section 6.11(a); (xi) the
Schedule of Exceptions to Mortgage File Delivery prepared by the Trustee
pursuant to Section 2.02(a) and any exception report prepared by the Trustee
pursuant to Section 2.02(b); (xii) all notices of a breach of representation and
warranty given by or received by the Trustee with respect to any party hereto
and the Mortgage Loan Seller; and (xiii) any Officer's Certificate delivered to
the Trustee by the Special Servicer in connection with a Final Recovery
Determination pursuant to Section 3.09(h). The Trustee shall provide copies of
any and all of the foregoing items upon written request of any of the parties
set forth in the previous sentence; however, except in the case of the Rating
Agencies, the Trustee shall be permitted to require payment of a sum sufficient
to cover the reasonable costs and expenses of providing such copies. Upon the
reasonable request of any Certificateholder, or any Certificate Owner identified
to the Trustee to the Trustee's reasonable satisfaction, the Trustee shall
request from the Master Servicer copies of any inspection reports prepared by
the Master Servicer or the Special Servicer, copies of any operating statements,
rent rolls and financial statements obtained by the Master Servicer or the
Special Servicer and copies of any Operating Statement Analyses and NOI
Adjustment Worksheets prepared by the Master Servicer or the Special Servicer;
and, upon receipt, the Trustee shall make such items available to the requesting
Certificateholder or Certificate Owner.
In connection with providing access to or copies of the items
described in the preceding paragraph, the Trustee shall require: (a) in the case
of Certificate Owners, a confirmation executed by the requesting Person (in a
form reasonably acceptable to the Trustee) generally to the effect that such
Person is a beneficial holder of Book-Entry Certificates and will keep such
information confidential (except that such Certificate Owner may provide such
information to any other Person that holds or is contemplating the purchase of
any Certificate or interest therein, provided that such other Person confirms in
writing such ownership interest or prospective ownership interest and agrees to
keep such information confidential); and (b) in the case of a prospective
purchaser of a Certificate or an interest therein, confirmation executed by the
requesting Person (in a form reasonably acceptable to the Trustee) generally to
the effect that such Person is a prospective purchaser of a Certificate or an
interest therein, is requesting the information for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. The Holders of the Certificates, by their acceptance thereof, will
be deemed to have agreed to keep such information confidential (except that any
Holder may provide any such information obtained by it to any other Person that
holds or is contemplating the purchase of any Certificate or interest therein,
provided that such other Person confirms in writing such ownership interest or
prospective ownership interest and agrees to keep such information
confidential).
(c) The Trustee shall not be liable for providing or disseminating
information in accordance with Section 8.14(a) or (b).
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SECTION 8.15. Reports to the Securities and Exchange Commission;
Available Information.
The Depositor shall prepare for filing, and the Trustee shall
execute, on behalf of the Trust Fund, and file with the Securities and Exchange
Commission, any and all reports, statements and information respecting the Trust
Fund and/or the Certificates required to be filed on behalf of the Trust Fund
under the Exchange Act. The Depositor shall promptly file, and exercise its
reasonable best efforts to obtain a favorable response to, no-action requests
to, or requests for other appropriate exemptive relief from, the Securities and
Exchange Commission regarding the usual and customary exemption from certain
reporting requirements granted to issuers of securities similar to the
Certificates. The Depositor agrees to indemnify and hold harmless the Trustee
with respect to any liability, cost or expenses, including reasonable attorneys'
fees, arising from the Trustee's execution of such reports, statements and
information that contain errors or omissions or is otherwise misleading,
provided, however, that if the indemnification provided for herein is invalid or
unenforceable, then the Depositor shall contribute to the amount paid by the
Trustee as a result of such liability in such amount as is necessary to limit
the Trustee's responsibility for any such payment to any amount resulting from
its own fault.
SECTION 8.16. Representations and Warranties of Trustee.
(a) The Trustee hereby represents and warrants to the Master
Servicer, the Special Servicer and the Depositor and for the benefit of the
Certificateholders, as of the Closing Date, that:
(i) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States.
(ii) The execution and delivery of this Agreement by the Trustee,
and the performance and compliance with the terms of this Agreement by the
Trustee, will not violate the Trustee's organizational documents or
constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is
applicable to it or any of its assets.
(iii) Except to the extent that the laws of certain jurisdictions in
which any part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as
contemplated by Section 8.10, the Trustee has the full power and authority
to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of
this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (A) applicable
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bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) The Trustee is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement, including, but not limited to, its responsibility
to make P&I Advances if the Master Servicer fails to make a P&I Advance,
will not constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation, in the
Trustee's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Trustee to perform its
obligations under this Agreement or the financial condition of the
Trustee.
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee that, if determined adversely to
the Trustee, would prohibit the Trustee from entering into this Agreement
or, in the Trustee's good faith and reasonable judgment, is likely to
materially and adversely affect either the ability of the Trustee to
perform its obligations under this Agreement or the financial condition of
the Trustee.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and
performance by the Trustee of or compliance by the Trustee with this
Agreement, or the consummation of the transactions contemplated by this
Agreement, has been obtained and is effective, except where the lack of
consent, approval, authorization or order would not have a material
adverse effect on the performance by the Trustee under this Agreement.
(viii) The Trustee is eligible to act as trustee hereunder in
accordance with Section 8.06.
(b) The representations and warranties of the Trustee set forth in
Section 8.16(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations, warranties and
covenants, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto.
(c) Any successor Trustee shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.16(a), subject to such appropriate modifications to the representation
and warranty set forth in Section 8.16(a)(i) to accurately reflect such
successor's jurisdiction of organization and whether it is a corporation,
partnership, bank, association or other type of organization.
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SECTION 8.17. The Fiscal Agent.
(a) The Fiscal Agent shall at all times maintain a long-term
unsecured debt rating of no less than "Aa2" or "AA", as applicable, from each
Rating Agency (or, in the case of either Rating Agency, such lower rating as
will not (as confirmed in writing by such Rating Agency) result in any of the
ratings then assigned by such Rating Agency to the respective Classes of
Certificates being qualified, downgraded or withdrawn).
(b) To the extent that the Trustee is required, pursuant to the
terms of this Agreement, to make any Advance, whether as successor master
servicer or otherwise, and has failed to do so in accordance with the terms
hereof, the Fiscal Agent shall make such Advance when and as required by the
terms of this Agreement on behalf the Trustee as if the Fiscal Agent were the
Trustee hereunder. To the extent that the Fiscal Agent makes an Advance pursuant
to this Section 8.17(b) or otherwise pursuant to the Agreement, the obligations
of the Trustee under this Agreement in respect of such Advance shall be
satisfied. Notwithstanding anything contained in this Agreement to the contrary,
the Fiscal Agent shall be entitled to all limitations on liability, rights of
reimbursement and indemnities that the Trustee is entitled to hereunder as if it
were the Trustee.
(c) All fees and expenses of the Fiscal Agent (other than interest
owed to the Fiscal Agent in respect of unreimbursed Advances) incurred by the
Fiscal Agent in connection with the transactions contemplated by this Agreement
shall be borne by the Trustee, and neither the Trustee nor the Fiscal Agent
shall be entitled to reimbursement therefor from any of the Trust Fund, the
Depositor, the Master Servicer or the Special Servicer.
(d) The obligations of the Fiscal Agent set forth in this Section
8.17 or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it (or, in the case of the initial Fiscal Agent, so long
as the initial Trustee) shall act as Trustee hereunder. The Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that the Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it (or, in the case of
the initial Fiscal Agent, at such time as the initial Trustee) resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent shall belong to the successor Trustee, and which
appointment the successor Trustee shall use its best efforts to make, insofar as
such appointment is necessary for such successor Trustee to satisfy the
eligibility requirements of Section 8.06). Any successor fiscal agent so
appointed shall be required to execute and deliver to the other parties hereto a
written agreement to assume and perform the duties of the Fiscal Agent set forth
in this Agreement; provided that no such successor shall become Fiscal Agent
hereunder unless either (i) it satisfies the rating requirements of Section
8.17(a) or (ii) the Trustee shall have received written confirmation from each
Rating Agency that the succession of such proposed successor fiscal agent would
not, in and of itself, result in a qualification, downgrade or withdrawal of any
of the then current ratings on the Certificates.
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(e) The Trustee shall promptly notify the other parties hereto and
the Certificateholders in writing of the appointment, resignation or removal of
any Fiscal Agent.
SECTION 8.18. Representations and Warranties of Fiscal Agent.
(a) The Fiscal Agent hereby represents and warrants to each of the
other parties hereto and for the benefit of the Certificateholders, as the
Closing Date, that:
(i) The Fiscal Agent is a foreign banking corporation duly
organized, validly existing and in good standing under the laws governing
its creation.
(ii) The execution and delivery of this Agreement by the Fiscal
Agent, and the performance and compliance with the terms of this Agreement
by the Fiscal Agent, will not violate the Fiscal Agent's organizational
documents or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in a
material breach of, any material agreement or other instrument to which it
is a party or by which it is bound.
(iii) The Fiscal Agent has the full power and authority to enter
into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and
delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Fiscal Agent, enforceable against the Fiscal
Agent in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and (B) general
principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law.
(v) The Fiscal Agent is not in violation of, and its execution and
delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any
order or decree of any court or arbiter, or any order, regulation or
demand of any federal, state or local governmental or regulatory
authority, which violation, in the Fiscal Agent's good faith and
reasonable judgment, is likely to affect materially and adversely either
the ability of the Fiscal Agent to perform its obligations under this
Agreement or the financial condition of the Fiscal Agent.
(vi) No litigation is pending or, to the best of the Fiscal Agent's
knowledge, threatened against the Fiscal Agent that, if determined
adversely to the Fiscal Agent, would prohibit the Fiscal Agent from
entering into this Agreement or, in the Fiscal Agent's good faith and
reasonable judgment, is likely to materially and adversely affect either
the ability of
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the Fiscal Agent to perform its obligations under this Agreement or the
financial condition of the Fiscal Agent.
(vii) Any consent, approval, authorization or order of any court or
governmental agency or body required for the execution, delivery and
performance by the Fiscal Agent of or compliance by the Fiscal Agent with
this Agreement, or the consummation of the transactions contemplated by
this Agreement, has been obtained and is effective, except where the lack
of consent, approval, authorization or order would not have a material
adverse effect on the performance by the Fiscal Agent under this
Agreement.
(b) The representations and warranties of the Fiscal Agent set forth
in Section 8.18(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall given prompt written notice thereof to the
other parties hereto.
(c) Any successor Fiscal Agent shall be deemed to have made, as of
the date of its succession, each of the representations and warranties set forth
in Section 8.18(a) subject to such appropriate modifications to the
representations and warranties set forth in Section 8.18(a)(i) to accurately
reflect such successor's jurisdiction of organization and whether it is a
corporation, partnership, bank, association or other type of organization.
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ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer, the Fiscal Agent and the Trustee (other
than the obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment): (i) to the Certificateholders of all amounts held by or
on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Depositor, the Master Servicer, the Underwriter, the Special Servicer or the
Majority Subordinate Certificateholder of all Mortgage Loans and each REO
Property remaining in REMIC I at a price equal to (1) the greater of (x) the
aggregate Purchase Price of all the Mortgage Loans and any REO Properties then
included in REMIC I and (y) the aggregate fair market value of such Mortgage
Loans and REO Properties (determined as mutually agreed upon by the Master
Servicer, the Special Servicer and the Trustee), minus (2) if the purchaser is
the Master Servicer or the Special Servicer, the aggregate amount of
unreimbursed Advances made by such Person, together with any interest accrued
and payable to such Person in respect of unreimbursed Advances in accordance
with Section 3.03(d) and, in the case of the Master Servicer, Section 4.03(d),
and any unpaid servicing compensation remaining outstanding (which items shall
be deemed to have been paid or reimbursed to the Master Servicer or the Special
Servicer, as the case may be, in connection with such purchase), and (B) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in REMIC I; and (ii) to the
Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer and the
officers, directors, employees and agents of each of them of all amounts which
may have become due and owing to any of them hereunder; provided, however, that
in no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.
The Depositor, the Underwriter, the Special Servicer, the Majority
Subordinate Certificateholder or the Master Servicer, in that order of priority
(with the Depositor having the highest priority), may at its option elect to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I as
contemplated by clause (i) of the preceding paragraph by giving written notice
to the other parties hereto no later than 60 days prior to the anticipated date
of purchase; provided, however, that (i) the aggregate Stated Principal Balance
of the Mortgage Pool at the time of such election is less than 1% of the
aggregate Cut-off Date Balance of the Mortgage Pool set forth in the Preliminary
Statement, and (ii) no such Person shall have the right to effect such a
purchase if, within 30 days following its delivery of a notice of election
pursuant to this paragraph, any other such Person with a higher priority shall
give notice of its election to purchase all of the
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Mortgage Loans and each REO Property remaining in REMIC I and shall thereafter
effect such purchase in accordance with the terms hereof. If the Trust Fund is
to be terminated in connection with the Master Servicer's, the Special
Servicer's, the Majority Subordinate Certificateholder's, the Underwriter's or
the Depositor's purchase of all of the Mortgage Loans and each REO Property
remaining in REMIC I, the Master Servicer, the Special Servicer, the Majority
Subordinate Certificateholder, the Underwriter or the Depositor, as applicable,
shall deliver to the Trustee for deposit in the Collection Account not later
than the Determination Date relating to the Distribution Date on which the final
distribution on the Certificates is to occur an amount in immediately available
funds equal to the above-described purchase price (exclusive of any portion of
such purchase price which would, if it were then on deposit in the Custodial
Account, be payable to any Person pursuant to any of clauses (ii) through (xv)
of Section 3.05(a), which portion shall be deposited in the Custodial Account).
In addition, the Master Servicer shall transfer to the Collection Account all
amounts required to be transferred thereto on such P&I Advance Date from the
Custodial Account pursuant to the first paragraph of Section 3.04(b), together
with any other amounts on deposit in the Custodial Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits have
been made, the Trustee shall release or cause to be released to the Master
Servicer, the Special Servicer, the Majority Subordinate Certificateholder, the
Underwriter or the Depositor, as applicable, the Mortgage Files for the
remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Master Servicer, the Special Servicer,
the Majority Subordinate Certificateholder, the Underwriter or the Depositor, as
applicable, as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties to the Depositor, the Master Servicer, the Special Servicer,
the Underwriter or the Majority Subordinate Certificateholder (or their
respective designees), as applicable. Any transfer of Mortgage Loans pursuant to
this paragraph shall be on a servicing-released basis.
Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders mailed (a) if such notice is given in connection
with the Depositor's, the Master Servicer's, the Special Servicer's, the
Underwriter's or the Majority Subordinate Certificateholder's purchase of the
Mortgage Loans and each REO Property remaining in REMIC I, not earlier than the
15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates or (b) otherwise during the month
of such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and final payment of the Certificates will be made, (ii) the amount of
any such final payment and (iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the offices of the Certificate
Registrar or such other location therein designated. The Trustee shall give such
notice to the Master Servicer, the Special Servicer and the Depositor at the
time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Collection Account that are allocable to payments on the Class of
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Certificates so presented and surrendered. Amounts on deposit in the Collection
Account as of the final Distribution Date, exclusive of any portion thereof that
would be payable to any Person in accordance with clauses (ii) through (vi) of
Section 3.05(b), and further exclusive of any portion thereof that represents
Prepayment Premiums and Yield Maintenance Charges, shall be allocated in the
following order of priority, in each case to the extent of remaining available
funds:
(i) to distributions of interest to the Holders of the Senior
Certificates, in an amount equal to, and pro rata in accordance with, all
Distributable Certificate Interest in respect of each Class of Senior
Certificates for such Distribution Date and, to the extent not previously
paid, for all prior Distribution Dates;
(ii) to distributions of principal to the Holders of the Class A-1,
Class A-2 and Class A-3 Certificates, in an amount equal to, and pro rata
in accordance with, the respective Class Principal Balances thereof
outstanding immediately prior to such Distribution Date;
(iii) to distributions to the Holders of the Class A-1, Class A-2
and Class A-3 Certificates, in an amount equal to, pro rata in accordance
with, and in reimbursement of, all Realized Losses and Additional Trust
Fund Expenses, if any, previously allocated to each such Class of
Certificates and not previously reimbursed;
(iv) to distributions of interest to the Holders of the Class B
Certificates in an amount equal to all Distributable Certificate Interest
in respect of the Class B Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(v) to distributions of principal to the Holders of the Class B
Certificates, in an amount equal to the Class Principal Balance of the
Class B Certificates outstanding immediately prior to such Distribution
Date;
(vi) to distributions to the Holders of the Class B Certificates, in
an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
B Certificates and not previously reimbursed;
(vii) to distributions of interest to the Holders of the Class C
Certificates in an amount equal to all Distributable Certificate Interest
in respect of the Class C Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(viii) to distributions of principal to the Holders of the Class C
Certificates, in an amount equal to the Class Principal Balance of the
Class C Certificates outstanding immediately prior to such Distribution
Date;
(ix) to distributions to the Holders of the Class C Certificates, in
an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
C Certificates and not previously reimbursed;
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(x) to distributions of interest to the Holders of the Class D
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class D Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xi) to distributions of principal to the Holders of the Class D
Certificates, in an amount equal to the Class Principal Balance of the
Class D Certificates outstanding immediately prior to such Distribution
Date;
(xii) to distributions to the Holders of the Class D Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
D Certificates and not previously reimbursed;
(xiii) to distributions of interest to the Holders of the Class E
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class E Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xiv) to distributions of principal to the Holders of the Class E
Certificates, in an amount equal to the Class Principal Balance of the
Class E Certificates outstanding immediately prior to such Distribution
Date;
(xv) to distributions to the Holders of the Class E Certificates, in
an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
E Certificates and not previously reimbursed;
(xvi) to distributions of interest to the Holders of the Class F
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class F Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xvii) to distributions of principal to the Holders of the Class F
Certificates, in an amount equal to the Class Principal Balance of the
Class F Certificates outstanding immediately prior to such Distribution
Date;
(xviii) to distributions to the Holders of the Class F Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses if any, previously allocated to the Class F
Certificates and not previously reimbursed;
(xix) to distributions of interest to the Holders of the Class G
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class G Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xx) to distributions of principal to the Holders of the Class G
Certificates, in an amount equal to the Class Principal Balance of the
Class G Certificates outstanding immediately prior to such Distribution
Date;
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(xxi) to distributions to the Holders of the Class G Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
G Certificates and not previously reimbursed;
(xxii) to distributions of interest to the Holders of the Class H
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class H Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxiii) to distributions of principal to the Holders of the Class H
Certificates, in an amount equal to the Class Principal Balance of the
Class H Certificates outstanding immediately prior to such Distribution
Date;
(xxiv) to distributions to the Holders of the Class H Certificates
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
H Certificates and not previously reimbursed;
(xxv) to distributions of interest to the Holders of the Class J
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class J Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxvi) to distributions of principal to the Holders of the Class J
Certificates, in an amount equal to the Class Principal Balance of the
Class J Certificates outstanding immediately prior to such Distribution
Date;
(xxvii) to distributions to the Holders of the Class J Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
J Certificates and not previously reimbursed;
(xxviii) to distributions of interest to the Holders of the Class K
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class K Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxix) to distributions of principal to the Holders of the Class K
Certificates, in an amount equal to the Class Principal Balance of the
Class K Certificates outstanding immediately prior to such Distribution
Date;
(xxx) to distributions to the Holders of the Class K Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
K Certificates and not previously reimbursed;
(xxxi) to distributions of interest to the Holders of the Class L
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class L Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
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(xxxii) to distributions of principal to the Holders of the Class L
Certificates, in an amount equal to the Class Principal Balance of the
Class L Certificates outstanding immediately prior to such Distribution
Date;
(xxxiii) to distributions to the Holders of the Class L
Certificates, in an amount equal to, and in reimbursement of, all Realized
Losses and Additional Trust Fund Expenses, if any, previously allocated to
the Class L Certificates and not previously reimbursed;
(xxxiv) to distributions of interest to the Holders of the Class M
Certificates, in an amount equal to all Distributable Certificate Interest
in respect of the Class M Certificates for such Distribution Date and, to
the extent not previously paid, for all prior Distribution Dates;
(xxxv) to distributions of principal to the Holders of the Class M
Certificates, in an amount equal to the Class Principal Balance of the
Class M Certificates outstanding immediately prior to such Distribution
Date;
(xxxvi) to distributions to the Holders of the Class M Certificates,
in an amount equal to, and in reimbursement of, all Realized Losses and
Additional Trust Fund Expenses, if any, previously allocated to the Class
M Certificates and not previously reimbursed;
(xxxvii) to make distributions to the Holders of the Class R-III
Certificates, in an amount equal to the excess, if any, of (A) the
aggregate distributions deemed made in respect of the REMIC II Regular
Interests on such Distribution Date pursuant to Section 4.01(h), over (B)
the aggregate distributions made in respect of the Regular Interest
Certificates on such Distribution Date pursuant to clauses (i) through
(xxxvi) above;
(xxxviii) to make distributions to the Holders of the Class R-II
Certificates, up to an amount equal to the excess, if any, of (A) the
aggregate distributions deemed made in respect of the REMIC I Regular
Interests on such Distribution Date pursuant to Section 4.01(i), over (B)
the aggregate distributions deemed made in respect of the REMIC II Regular
Interests on such Distribution Date pursuant to Section 4.01(h); and
(xxxix) to distributions to the Holders of the Class R-I
Certificates, in an amount equal to the balance, if any, of the Available
Distribution Amount for such Distribution Date remaining after the
distributions to be made on such Distribution Date pursuant to clauses (i)
through (xxxviii) above.
All distributions of interest made in respect of the Class IO
Certificates on the final Distribution Date pursuant to clause (i) above, shall
be deemed to have been made in respect of the respective Components of such
Class, pro rata in accordance with the respective amounts of Distributable
Certificate Interest that would be payable on such Components on such
Distribution Date if each such Component were treated as a separate Class of
Regular Interest Certificates.
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Any Prepayment Premiums and Yield Maintenance Charges on deposit in
the Collection Account as of the final Distribution Date (net of any Workout
Fees and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D, Class
E, Class F and Class G Certificates in accordance with the first paragraph of
Section 4.01(b).
Any amounts representing Additional Interest on deposit in the
Collection Account as of the final Distribution Date (net of any Workout Fees
and/or Liquidation Fees payable therefrom) shall be distributed among the
Holders of the respective Classes of the Sequential Pay Certificates in
accordance with the second paragraph of Section 4.01(b).
Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 9.01 shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable law, the Trustee shall distribute to
the Class R-III Certificateholders all unclaimed funds and other assets which
remain subject hereto.
All actual distributions on the respective Classes of REMIC III
Certificates on the final Distribution Date in accordance with foregoing
provisions of this Section 9.01 shall be deemed to first have been distributed
from REMIC I to REMIC II on the various REMIC I Regular Interests in accordance
with Section 4.01(i) and then from REMIC II to REMIC III on the various REMIC II
Regular Interests in accordance with Section 4.01(h).
SECTION 9.02. Additional Termination Requirements.
(a) If the Depositor, the Underwriter, any Majority Subordinate
Certificateholder, the Special Servicer or the Master Servicer purchases all of
the Mortgage Loans and each REO Property remaining in REMIC I as provided in
Section 9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC III)
shall be terminated in accordance with the following additional requirements,
unless the Person effecting such purchase obtains at its own expense and
delivers to the Trustee and the REMIC Administrator, an Opinion of Counsel,
addressed to the Trustee and the
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REMIC Administrator, to the effect that the failure of the Trust Fund to comply
with the requirements of this Section 9.02 will not result in the imposition of
taxes on "prohibited transactions" of REMIC I, REMIC II and REMIC III as defined
in Section 860F of the Code or cause REMIC I, REMIC II and REMIC III to fail to
qualify as a REMIC at any time that any Certificates are outstanding:
(i) the REMIC Administrator shall specify the first day in the
90-day liquidation period in a statement attached to the final Tax Return
for each of REMIC I, REMIC II and REMIC III pursuant to Treasury
regulation Section 1.860F-1 and shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder as set forth in an Opinion of Counsel obtained at the expense
of the Trust Fund;
(ii) during such 90-day liquidation period and at or prior to the
time of making of the final payment on the Certificates, the Trustee shall
sell all of the assets of REMIC I to the Master Servicer, the Underwriter,
any Majority Subordinate Certificateholder, the Special Servicer or the
Depositor, as applicable, for cash; and
(iii) at the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited, to the Certificateholders in accordance with
Section 9.01 all cash on hand (other than cash retained to meet claims),
and each of REMIC I, REMIC II and REMIC III shall terminate at that time.
(b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the REMIC Administrator to specify the 90-day liquidation
period for each of REMIC I, REMIC II and REMIC III, which authorization shall be
binding upon all successor Certificateholders.
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ARTICLE X
ADDITIONAL TAX PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The REMIC Administrator shall elect to treat each of REMIC I,
REMIC II and REMIC III as a REMIC under the Code and, if necessary, under
applicable state law. Such election will be made on Form 1066 or other
appropriate federal or state Tax Returns for the taxable year ending on the last
day of the calendar year in which the Certificates are issued.
(b) The REMIC I Regular Interests, the REMIC II Regular Interests
and the Regular Interest Certificates (or, in the case of the IO Certificates,
each of the Components of such Class) are hereby designated as "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) in REMIC I,
REMIC II and REMIC III, respectively. The Class R-I Certificates, the Class R-II
Certificates and the Class R-III Certificates are hereby designated as the
single class of "residual interests" (within the meaning of Section 860G(a)(2)
of the Code) in REMIC I, REMIC II and REMIC III, respectively. None of the
Master Servicer, the Special Servicer or the Trustee shall (to the extent within
its control) permit the creation of any other "interests" in REMIC I, REMIC II
or REMIC III (within the meaning of Treasury regulation Section 1.860D-1(b)(1)).
(c) The Closing Date is hereby designated as the "startup day" of
REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the
Code.
(d) The related Plurality Residual Interest Certificateholder as to
the applicable taxable year is hereby designated as the Tax Matters Person of
each of REMIC I, REMIC II and REMIC III, and shall act on behalf of the related
REMIC in relation to any tax matter or controversy and shall represent the
related REMIC in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority; provided that the
REMIC Administrator is hereby irrevocably appointed to act and shall act (in
consultation with the Tax Matters Person for each of REMIC I, REMIC II and REMIC
III) as agent and attorney-in-fact for the Tax Matters Person for each of REMIC
I, REMIC II and REMIC III in the performance of its duties as such.
(e) For purposes of Treasury regulation Section 1.860G-1(a)(4)(iii),
the related Legal Final Distribution Date has been designated the "latest
possible maturity date" of each REMIC I Regular Interest, each REMIC II Regular
Interest and each Class of Regular Interest Certificates (or, in the case of the
Class IO Certificates, each Component of such Class).
(f) Except as otherwise provided in Section 3.17(a) and subsections
(i) and (j) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to each of REMIC I, REMIC II and REMIC III (but not including any
professional fees or expenses related to audits or any administrative or
judicial
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proceedings with respect to the Trust Fund that involve the Internal Revenue
Service or state tax authorities which extraordinary expenses shall be payable
or reimbursable to the REMIC Administrator from the Trust Fund unless otherwise
provided in Section 10.01(i) or 10.01(j)).
(g) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the REMIC
Administrator shall prepare, sign and file all of the other Tax Returns in
respect of REMIC I, REMIC II and REMIC III. The expenses of preparing and filing
such returns shall be borne by the REMIC Administrator without any right of
reimbursement therefor. The other parties hereto shall provide on a timely basis
to the REMIC Administrator or its designee such information with respect to each
of REMIC I, REMIC II and REMIC III as is in its possession and reasonably
requested by the REMIC Administrator to enable it to perform its obligations
under this Section 10.01. Without limiting the generality of the foregoing, the
Depositor, within ten days following the REMIC Administrator's request therefor,
shall provide in writing to the REMIC Administrator such information as is
reasonably requested by the REMIC Administrator for tax purposes, as to the
valuations and issue prices of the Certificates, and the REMIC Administrator's
duty to perform its reporting and other tax compliance obligations under this
Section 10.01 shall be subject to the condition that it receives from the
Depositor such information possessed by the Depositor that is necessary to
permit the REMIC Administrator to perform such obligations.
(h) The REMIC Administrator shall perform on behalf of each of REMIC
I, REMIC II and REMIC III all reporting and other tax compliance duties that are
the responsibility of each such REMIC under the Code, the REMIC Provisions or
other compliance guidance issued by the Internal Revenue Service or any state or
local taxing authority. Included among such duties, the REMIC Administrator
shall provide to: (i) any Transferor of a Residual Interest Certificate, such
information as is necessary for the application of any tax relating to the
transfer of a Residual Interest Certificate to any Person who is not a Permitted
Transferee; (ii) the Certificateholders, such information or reports as are
required by the Code or the REMIC Provisions, including, without limitation,
reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption as required hereunder); and (iii) the
Internal Revenue Service, the name, title, address and telephone number of the
Person who will serve as the representative of each of REMIC I, REMIC II and
REMIC III.
(i) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of each of REMIC I, REMIC II and REMIC III as a REMIC
under the REMIC Provisions (and the Trustee, the Master Servicer and the Special
Servicer shall assist the REMIC Administrator to the extent reasonably requested
by the REMIC Administrator and to the extent of information within the
Trustee's, the Master Servicer's or the Special Servicer's possession or
control). None of the REMIC Administrator, Master Servicer, the Special
Servicer, or the Trustee shall knowingly take (or cause any of REMIC I, REMIC II
or REMIC III to take) any action or fail to take (or fail to cause to be taken)
any action that, under the REMIC Provisions, if taken or not taken, as the case
may be, could (i) endanger the status of any of REMIC I, REMIC II or REMIC III
as a REMIC, or
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(ii) except as provided in Section 3.17(a), result in the imposition of a tax
upon any of REMIC I, REMIC II or REMIC III (including, but not limited to, the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) or
the result in the imposition of a tax on "net income from foreclosure property"
as defined in Section 860G(c) of the Code (any such endangerment of REMIC status
or, except as provided in Section 3.17(a), imposition of a tax, an "Adverse
REMIC Event"), unless the REMIC Administrator has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the REMIC Administrator seeks to take such action
or to refrain from acting for the benefit of the Certificateholders) to the
effect that the contemplated action will not result in an Adverse REMIC Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the REMIC Administrator
has advised it in writing that the REMIC Administrator has received or obtained
an Opinion of Counsel to the effect that an Adverse REMIC Event could result
from such action or failure to act. In addition, prior to taking any action with
respect to REMIC I, REMIC II or REMIC III, or causing any of REMIC I, REMIC II
or REMIC III to take any action, that is not expressly permitted under the terms
of this Agreement, the Master Servicer and the Special Servicer shall consult
with the REMIC Administrator or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur. The REMIC
Administrator may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not permitted by
this Agreement, but in no event at the cost or expense of the Trust Fund or the
Trustee. At all times as may be required by the Code, the REMIC Administrator
shall make reasonable efforts to ensure that substantially all of the assets of
REMIC I, REMIC II and REMIC III will consist of "qualified mortgages" as defined
in Section 860G(a)(3) of the Code and "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(j) If any tax is imposed on any of REMIC I, REMIC II or REMIC III,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to REMIC I, REMIC II or REMIC III after the Startup Day pursuant to Section
860G(d) of the Code, and any other tax imposed by the Code or any applicable
provisions of State or Local Tax laws (other than any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the REMIC Administrator, if such tax arises out of or results from a breach by
the REMIC Administrator of any of its obligations under this Section 10.01; (ii)
the Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.01; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.01; (v) the Depositor, if such tax was imposed due to the
fact that any of the Mortgage Loans did not, at the time of their transfer to
the REMIC I, constitute a "qualified mortgage" as defined in Section 860G(a)(3)
of the Code; or (vi) the Trust Fund, excluding the portion thereof constituting
the Grantor Trust, in all other instances. Any tax permitted to be
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incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust Fund. Any such amounts payable by the Trust Fund shall be
paid by the Trustee upon the written direction of the REMIC Administrator out of
amounts on deposit in the Collection Account in reduction of the Available
Distribution Amount pursuant to Section 3.05(b).
(k) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to each of REMIC I, REMIC II and REMIC
III on a calendar year and on an accrual basis.
(l) Following the Startup Day, none of the Trustee, the Master
Servicer and the Special Servicer shall accept any contributions of assets to
REMIC I, REMIC II or REMIC III unless it shall have received an Opinion of
Counsel (at the expense of the party seeking to cause such contribution and in
no event at the expense of the Trust Fund or the Trustee) to the effect that the
inclusion of such assets in such REMIC will not cause: (i) such REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.
(m) None of the Trustee, the Master Servicer and the Special
Servicer shall consent to or, to the extent it is within the control of such
Person, permit: (i) the sale or disposition of any of the Mortgage Loans (except
in connection with (A) the default or reasonably foreseeable material default of
a Mortgage Loan, including, but not limited to, the sale or other disposition of
a Mortgaged Property acquired by deed in lieu of foreclosure, (B) the bankruptcy
of REMIC I, REMIC II or REMIC III, (C) the termination of REMIC I, REMIC II and
REMIC III pursuant to Article IX of this Agreement, or (D) a purchase of
Mortgage Loans pursuant to or as contemplated by Article II or III of this
Agreement); (ii) the sale or disposition of any investments in the Custodial
Account, the Collection Account or the REO Account for gain; or (iii) the
acquisition of any assets for REMIC I, REMIC II or REMIC III (other than a
Mortgaged Property acquired through foreclosure, deed in lieu of foreclosure or
otherwise in respect of a defaulted Mortgage Loan and other than Permitted
Investments acquired in connection with the investment of funds in the Custodial
Account, the Collection Account or the REO Account); in any event unless it has
received an Opinion of Counsel (at the expense of the party seeking to cause
such sale, disposition, or acquisition but in no event at the expense of the
Trust Fund or the Trustee) to the effect that such sale, disposition, or
acquisition will not cause: (x) REMIC I, REMIC II or REMIC III to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (y) the
imposition of any tax on REMIC I, REMIC II or REMIC III under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.
(n) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which REMIC I, REMIC II or REMIC III will receive a fee or other compensation
for services nor permit REMIC I, REMIC II or REMIC III to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.
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SECTION 10.02 Grantor Trust Administration.
(a) The REMIC Administrator shall treat the Grantor Trust, for tax
return preparation purposes, as a grantor trust under the Code and, if
necessary, under applicable state law and will file appropriate federal or state
Tax Returns for each taxable year ending on or after the last day of the
calendar year in which the Certificates are issued.
(b) The REMIC Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to the Grantor Trust (but not including any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).
(c) The REMIC Administrator shall prepare, sign and file all of the
Tax Returns in respect of the Grantor Trust. The expenses of preparing and
filing such returns shall be borne by the REMIC Administrator without any right
of reimbursement therefor. The other parties hereto shall provide on a timely
basis to the REMIC Administrator or its designee such information with respect
to the Grantor Trust as is in its possession and reasonably requested by the
REMIC Administrator to enable it to perform its obligations under this Section
10.02. Without limiting the generality of the foregoing, the Depositor, within
ten days following the REMIC Administrator's request therefor, shall provide in
writing to the REMIC Administrator such information as is reasonably requested
by the REMIC Administrator for tax purposes, and the REMIC Administrator's duty
to perform its reporting and other tax compliance obligations under this Section
10.02 shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.
(d) The REMIC Administrator shall perform on behalf of the Grantor
Trust all reporting and other tax compliance duties that are required in respect
thereof under the Code, the Grantor Trust Provisions or other compliance
guidance issued by the Internal Revenue Service or any state or local taxing
authority.
(e) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any
such endangerment of grantor trust status, an "Adverse Grantor Trust Event"),
unless the REMIC
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Administrator has obtained or received an Opinion of Counsel (at the expense of
the party requesting such action or at the expense of the Trust Fund if the
REMIC Administrator seeks to take such action or to refrain from taking any
action for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse Grantor Trust Event. None of
the other parties hereto shall take any action or fail to take any action
(whether or not authorized hereunder) as to which the REMIC Administrator has
advised it in writing that the REMIC Administrator has received or obtained an
Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. The REMIC Administrator may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund, the REMIC
Administrator or the Trustee.
(f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including, without limitation, penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee, if such tax arises out of or results from
a breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.
(g) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to the Grantor Trust on a calendar year
and on an accrual basis.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct, modify or
supplement any provision herein which may be inconsistent with any other
provision herein, (iii) to add any other provisions with respect to matters or
questions arising hereunder which shall not be inconsistent with the provisions
hereof, (iv) to relax or eliminate any requirement hereunder imposed by the
REMIC Provisions if the REMIC Provisions are amended or clarified such that any
such requirement may be relaxed or eliminated, (v) as evidenced by an Opinion of
Counsel delivered to the Master Servicer, the Special Servicer and the Trustee,
either (A) to comply with any requirements imposed by the Code or any successor
or amendatory statute or any temporary or final regulation, revenue ruling,
revenue procedure or other written official announcement or interpretation
relating to federal income tax laws or any such proposed action which, if made
effective, would apply retroactively to any of the REMICs created hereunder at
least from the effective date of such amendment, or (B) to avoid the occurrence
of a prohibited transaction or to reduce the incidence of any tax that would
arise from any actions taken with respect to the operation of any such REMIC; or
(vi) as provided in Section 5.02(d)(iv), to modify, add to or eliminate any of
the provisions of Section 5.02(d)(i), (ii) or (iii); provided that such
amendment (other than any amendment for any of the specific purposes described
in clauses (v) and (vi) above) shall not adversely affect in any material
respect the interests of any Certificateholder, as evidenced by either an
Opinion of Counsel to such effect or, in the case of a Class of Certificates to
which a rating has been assigned by one or more Rating Agencies, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in a qualification, downgrade or withdrawal of any
rating then assigned by it to such Class of Certificates.
(b) This Agreement may also be amended from time to time by the
agreement of the parties hereto with the consent of the Holders of Certificates
entitled to at least 662/3% of the Voting Rights allocated to each of the
affected Classes for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (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 Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class, (iii)
modify the provisions of this Section 11.01 without the consent of the Holders
of all Certificates then outstanding, (iv) modify the provisions of Section 3.20
without the consent of the Holders of all Regular Interest Certificates then
outstanding or (v) modify the specified percentage of Voting Rights which are
required to be held by Certificateholders to consent
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or not to object to any particular action pursuant to any provision of this
Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the party seeking such amendment) to the effect that (i) such amendment or
the exercise of any power granted to the Trustee, the Master Servicer or the
Special Servicer in accordance with such amendment will not result in the
imposition of a tax on any of REMIC I, REMIC II or REMIC III pursuant to the
REMIC Provisions, cause any of REMIC I, REMIC II or REMIC III to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust
within the meaning of the Grantor Trust Provisions at any time that any
Certificates are outstanding and (ii) such amendment complies with the
provisions of this Section 11.01.
(d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder.
(e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
(f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this section that affects its rights, duties and immunities under this Agreement
or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Custodial Account or the Collection Account
pursuant to Section 3.05.
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SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Custodial Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.
(b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is
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understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
SECTION 11.04. Governing Law.
This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said state, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
SECTION 11.05. Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Structured
Asset Securities Corporation, 200 Vesey Street, New York, New York 10285,
Attention: LB Commercial Mortgage Trust, Series 1998-C1, facsimile number:
212-526-3746; (ii) in the case of the Master Servicer and the Special Servicer,
650 Dresher Road, Horsham, Pennsylvania 19044-8015, Attention: Servicing
Manager, facsimile number: 215-328-3478, with a copy to General Counsel,
215-328-3620; (iii) in the case of the Trustee, LaSalle National Bank, 135 South
LaSalle Street, Suite 1625, Chicago, Illinois 60674-4107, Attention:
Asset-Backed Securities Trust Services Group, LB Commercial Mortgage Trust,
Series 1998-C1, facsimile number: (312) 904-2084; (iv) in the case of the
Underwriter, Lehman Brothers Inc., Three World Financial Center, New York, New
York 10285, Attention: LB Commercial Mortgage Trust, Series 1998-C1, facsimile
number: 212-526-3746; (v) in the case of the Rating Agencies, (A) Duff & Phelps
Credit Rating Co., 55 East Monroe Street, Chicago, Illinois 60674-4107,
Attention: Structured Finance Commercial Mortgage Real Estate Group Monitoring,
facsimile number: (312) 263-2852; and (B) Moody's Investors Service, Inc., 99
Church Street, New York, New York, Attention: CMBS-Monitoring, facsimile number
(212) 553-1350; and (vi) in the case of the Fiscal Agent, ABN AMRO Bank N.V.,
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674-4107, Attention:
Asset-Backed Securities Trust Services Group, LB Commercial Mortgage Trust,
Series 1998-C1, facsimile number: (312) 904-2084; or as to each such Person such
other address as may hereafter be furnished by such Person to the parties hereto
in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register.
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SECTION 11.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07. Grant of a Security Interest.
The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets constituting the Trust
Fund, including, without limitation, the Mortgage Loans, all principal and
interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-off Date and
any Principal Prepayments received on or prior to the Cut-off Date), all amounts
held from time to time in the Custodial Account, the Collection Account and, if
established, the REO Account and all reinvestment earnings on such amounts, and
all of the Depositor's right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to such Mortgage Loans, and
(ii) this Agreement shall constitute a security agreement under applicable law.
The Depositor shall file or cause to be filed, as a precautionary filing, a Form
UCC-1 substantially in the form attached as Exhibit K hereto in all appropriate
locations in the State of New York promptly following the initial issuance of
the Certificates, and the Master Servicer shall prepare and file at each such
office, and the Trustee shall execute, continuation statements with respect
thereto, in each case within six months prior to the fifth anniversary of the
immediately preceding filing. The Depositor shall cooperate in a reasonable
manner with the Trustee and the Master Servicer in preparing and filing such
continuation statements. This Section 11.07 shall constitute notice to the
Trustee pursuant to any of the requirements of the New York UCC.
SECTION 11.08. Streit Act.
Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail,
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provided that if said Article 4-A shall not apply to this Agreement, should at
any time be repealed, or cease to apply to this Agreement or be construed by
judicial decision to be inapplicable, such mandatory provisions of such Article
4-A shall cease to have any further effect upon the provisions of this
Agreement.
SECTION 11.09. Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. The
Underwriter shall be a third party beneficiary to this Agreement solely with
respect to its rights to receive the reports, statements and other information
to which it is entitled hereunder, to preserve its rights under Sub-Servicing
Agreements as contemplated by Section 3.22(d) and to terminate the Trust Fund
pursuant to Section 9.01. Each of the Sub-Servicers that is a party to a
Sub-Servicing Agreement on the Closing Date shall be a third party beneficiary
to obligations of a successor Master Servicer under Section 3.22(d), provided
that the sole remedy for any claim by a Sub-Servicer as a third party
beneficiary pursuant to this Section 11.09 shall be against a successor Master
Servicer solely in its corporate capacity and no Sub-Servicer shall have any
rights or claims against the Trust Fund or any party hereto (other than a
successor Master Servicer in its corporate capacity as set forth in this Section
11.09) as a result of any rights conferred on such Sub-Servicer as a third party
beneficiary pursuant to this Section 11.09. This Agreement may not be amended in
any manner that would adversely affect the rights of any such third party
beneficiary without its consent. No other person, including, without limitation,
any Mortgagor, shall be entitled to any benefit or equitable right, remedy or
claim under this Agreement.
SECTION 11.10. Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
SECTION 11.11. Notices to Rating Agencies.
(a) The Trustee shall promptly provide notice to each Rating Agency
with respect to each of the following of which it has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the Fiscal Agent, the Master
Servicer or the Special Servicer;
(iv) the repurchase of Mortgage Loans by the Mortgage Loan Seller
pursuant to the Mortgage Loan Purchase Agreement;
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(v) any change in the location of the Collection Account;
(vi) the final payment to any Class of Certificateholders; and
(vii) any sale or disposition of any Mortgage Loan or REO Property.
(b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:
(i) the resignation or removal of the Trustee; and
(ii) any change in the location of the Custodial Account.
(c) The Special Servicer shall furnish each Rating Agency with
respect to a non-performing or defaulted Mortgage Loan such information as the
Rating Agency shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.
(d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:
(i) each of its annual statements as to compliance described in
Section 3.13;
(ii) each of its annual independent public accountants' servicing
reports described in Section 3.14; and
(iii) any Officers' Certificate delivered by it to the Trustee
pursuant to Section 3.03(e) or 4.03(c).
(e) The Trustee shall (i) make available to each Rating Agency, upon
reasonable notice, the items described in Section 8.14(b) and (ii) promptly
deliver to each Rating Agency a copy of any notices given pursuant to Section
7.03(a) or Section 7.03(b).
(f) The Trustee shall promptly deliver to each Rating Agency a copy
of each of the statements and reports described in Section 4.02(a) that is
prepared by it.
(g) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.
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SECTION 11.12. Global Opinions.
Notwithstanding anything herein to the contrary, where any party
hereto is required or permitted to rely upon an Opinion of Counsel with respect
to any particular matter, such Opinion of Counsel need not specifically
reference such particular matter, but rather such Opinion of Counsel may address
general matters of law in respect of nonspecific circumstances which clearly
encompass the facts of such particular matter (any such Opinion of Counsel, a
"Global Opinion"); provided that no Global Opinion may be relied upon if it is
more than 12 months old or if the subject party has reason to believe that such
Global Opinion no longer expresses a correct legal opinion.
SECTION 11.13. Complete Agreement.
This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.
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IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
STRUCTURED ASSET SECURITIES
CORPORATION
Depositor
By: /s/ Paul A. Hughson
-----------------------------------
Name: Paul A. Hughson
Title: Vice President
GMAC COMMERCIAL MORTGAGE
CORPORATION
Master Servicer and Special Servicer
By: /s/ Kathryn Marquardt
-----------------------------------
Name: Kathryn Marquardt
Title: Senior Vice President
LASALLE NATIONAL BANK
Trustee
By: /s/ Michael B. Evans
-----------------------------------
Name: Michael B. Evans
Title: First Vice President
ABN AMRO BANK N.V.
Fiscal Agent
By: /s/ Mary C. Casey
-----------------------------------
Name: Mary C. Casey
Title: Vice President
By: /s/ Robert C. Smolka
-----------------------------------
Name: Robert C. Smolka
Title: Group Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 10th day of March, 1998, before me, a notary public in and
for said State, personally appeared Paul A. Hughson, known to me to be a Vice
President of STRUCTURED ASSET SECURITIES CORPORATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ David E. Philley
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF PA )
) ss.:
COUNTY OF Montgomery )
On the 11 day of March, 1998, before me, a notary public in and
for said State, personally appeared Kathryn Marquardt known to me to be a
SVP of GMAC COMMERCIAL MORTGAGE CORPORATION, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such entity, and acknowledged to me that such entity
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Madeline O'Brien
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
State of Illinois )
) ss.:
County of Cook )
I HEREBY CERTIFY that on March 6, 1998, before me, Susan M. Cepiel,
a Notary Public of the State of Illinois, personally appeared MICHAEL B. EVANS,
who acknowledged himself to be a First Vice President of LASALLE NATIONAL BANK,
a nationally chartered bank, and that he, as such officer, being authorized so
to do, executed the foregoing instrument for the purposes therein contained by
signing the name of the Bank by himself as such officer.
WITNESS my hand and Notarial Seal.
/s/ Susan M. Cepiel
------------------------------
SUSAN M. CEPIEL, Notary Public
My Commission Expires: May 20, 2001
"OFFICIAL SEAL"
SUSAN M. CEPIEL
NOTARY PUBLIC STATE OF ILLINOIS
My Commission Expires 05/20/2001
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 6th day of March, 1998, before me, Susan M. Cepiel, a Notary
Public in and for said State, personally appeared Robert C. Smolka, Group Vice
President, and Mary C. Casey, Vice President, personally known to me or proved
to me on the basis of satisfactory evidence to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacity, and that by their signatures on the
instrument the corporation upon behalf of which the persons acted executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
/s/ Susan M. Cepiel
------------------------------
NOTARY PUBLIC
My commission expires May 20, 2001
"OFFICIAL SEAL"
SUSAN M. CEPIEL
NOTARY PUBLIC STATE OF ILLINOIS
My Commission Expires 05/20/2001
<PAGE>
EXHIBIT A-1
FORM OF CLASS A-1, CLASS A-2 AND CLASS A-3 CERTIFICATES
CLASS [A-1] [A-2] [A-3] COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATE, SERIES 1998-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
Pass-Through Rate: ___%
Date of Pooling and Servicing
Agreement: February 1, 1998
Cut-off Date: February 1, 1998
Closing Date: March 11, 1998
First Distribution Date:
March 18, 1998
Master Servicer and Special Servicer:
GMAC Commercial Mortgage
Corporation
Trustee:
LaSalle National Bank
Fiscal Agent:
ABN AMRO Bank N.V.
Certificate No. [A-1] [A-2] [A-3]-___
Initial Certificate Principal Balance of
this Certificate as of the Closing Date:
$____________
Class Principal Balance of all the Class
[A-1] [A-2] [A-3] Certificates as of the
Closing Date: $____________
Aggregate unpaid principal balance of
the Mortgage Pool as of the Cut-off Date,
after deducting payments of principal
due on or before such date (the "Initial
Pool Balance"): $1,727,817,629
CUSIP No. _____________
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
NATIONAL BANK, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 11, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE
PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0%
(EXCEPT THAT THE ARD LOANS ARE ASSUMED TO BE PAID IN FULL ON THEIR RESPECTIVE
ANTICIPATED REPAYMENT DATES) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $________ OF OID PER $_________ OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ______% PER ANNUM AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER $________ OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER
THE EXACT METHOD. NO REPRESENTATION IS MADE AS TO WHETHER OR HOW THE MORTGAGE
LOANS WILL PREPAY.]
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
A-1-2
<PAGE>
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation, (the "Depositor", which term includes
any successor entity under the Agreement), GMAC Commercial Mortgage Corporation
(the "Master Servicer" and "Special Servicer", depending upon the capacity in
which it is acting, each of which terms includes any successor entity under the
Agreement), LaSalle National Bank (the "Trustee", which term includes any
successor entity under the Agreement) and ABN AMRO Bank N.V. (the "Fiscal
Agent", which term includes any successor entity under the Agreement), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 18th day of each month or, if such 18th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this
A-1-3
<PAGE>
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
A-1-4
<PAGE>
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, the Underwriter, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at
a price determined as provided in the Agreement of all Mortgage Loans and any
REO Properties remaining in the Trust. The Agreement permits, but does not
require, the Depositor, the Underwriter, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Pool
Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 662/3% of the Voting Rights allocated to each of the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
A-1-5
<PAGE>
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of laws principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-1-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LaSalle National Bank,
as Trustee
By:
---------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [A-1] [A-2] [A-3] Certificates referred to
in the within-mentioned Agreement.
Dated:
LaSalle National Bank,
as Certificate Registrar
By:
---------------------------------
Authorized Officer
A-1-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of Assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
_________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.
This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.
A-1-8
<PAGE>
EXHIBIT A-2
FORM OF CLASS IO CERTIFICATE
CLASS IO COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
Pass-Through Rate: Variable
Date of Pooling and Servicing
Agreement: February 1, 1998
Cut-off Date: February 1, 1998
Closing Date: March 11, 1998
First Distribution Date:
March 18, 1998
Master Servicer and Special Servicer:
GMAC Commercial Mortgage
Corporation
Trustee:
LaSalle National Bank
Fiscal Agent:
ABN AMRO Bank N.V.
Certificate No. IO-___
Initial Certificate Notional Amount of this
Certificate as of the Closing Date:
$____________
Class Notional Amount of all the Class IO
Certificates as of the Closing Date:
$1,727,817,629
Aggregate unpaid principal balance of the
Mortgage Pool as of the Cut-off Date, after
deducting payments of principal due on or
before such date (the "Initial Pool
Balance"): $1,727,817,629
CUSIP No. _____________
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
NATIONAL BANK, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 11, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE
PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0%
(EXCEPT THAT THE ARD LOANS ARE ASSUMED TO BE PAID IN FULL ON THEIR RESPECTIVE
ANTICIPATED REPAYMENT DATES) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $________ OF OID PER $_________ OF INITIAL
CERTIFICATE NOTIONAL AMOUNT, THE YIELD TO MATURITY IS ______% PER ANNUM AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER $________ OF INITIAL CERTIFICATE NOTIONAL AMOUNT, COMPUTED UNDER
THE EXACT METHOD. NO REPRESENTATION IS MADE AS TO WHETHER OR HOW THE MORTGAGE
LOANS WILL PREPAY.]
THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND
DOES NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF
PRINCIPAL. THE HOLDER HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF
A-2-2
<PAGE>
INTEREST ACCRUED AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
notional principal amount of this Certificate (its "Certificate Notional
Amount") as of the Closing Date by the aggregate notional principal amount of
all the Certificates of the same Class as this Certificate (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust evidenced by all the Certificates of the same Class as
this Certificate. The Trust was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Structured Asset Securities Corporation, (the "Depositor",
which term includes any successor entity under the Agreement), GMAC Commercial
Mortgage Corporation (the "Master Servicer" and "Special Servicer", depending
upon the capacity in which it is acting, each of which terms includes any
successor entity under the Agreement), LaSalle National Bank (the "Trustee",
which term includes any successor entity under the Agreement) and ABN AMRO Bank
N.V. (the "Fiscal Agent", which term includes any successor entity under the
Agreement), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 18th day of each month or, if such 18th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the
A-2-3
<PAGE>
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
A-2-4
<PAGE>
The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, the Underwriter, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at
a price determined as provided in the Agreement of all Mortgage Loans and any
REO Properties remaining in the Trust. The Agreement permits, but does not
require, the Depositor, the Underwriter, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Pool
Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 662/3% of the Voting Rights allocated to each of the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of laws principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-2-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LaSalle National Bank,
as Trustee
By:
---------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class IO Certificates referred to in the
within-mentioned Agreement.
Dated:
LaSalle National Bank,
as Certificate Registrar
By:
---------------------------------
Authorized Officer
A-2-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of Assignor
---------------------------------------
Signature Guaranteed
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
_________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.
This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.
A-2-7
<PAGE>
EXHIBIT A-3
FORM OF CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES
CLASS [B][C][D][E] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust") whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
Pass-Through Rate: ____%
Date of Pooling and Servicing
Agreement: February 1, 1998
Cut-off Date: February 1, 1998
Closing Date: March 11, 1998
First Distribution Date:
March 18, 1998
Master Servicer and Special Servicer:
GMAC Commercial Mortgage
Corporation
Trustee:
LaSalle National Bank
Fiscal Agent:
ABN AMRO Bank N.V.
Certificate No. [B][C][D][E]-___
Initial Certificate Principal Balance of this
Certificate as of the Closing Date:
$_______________
Class Principal Balance of all the Class
[B][C][D][E] Certificates as of the Closing
Date: $____________
Aggregate unpaid principal balance of the
Mortgage Pool as of the Cut-off Date, after
deducting payments of principal due on or
before such date (the "Initial Pool
Balance"): $1,727,817,629
CUSIP No. _____________
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
NATIONAL BANK, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS
A-3-2
<PAGE>
MARCH 11, 1998. ASSUMING THAT THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF
PREPAYMENT USED SOLELY FOR THE PURPOSES OF APPLYING THE OID RULES TO THE
CERTIFICATES EQUAL TO A "CPR" OF 0% (EXCEPT THAT THE ARD LOANS ARE ASSUMED TO BE
PAID IN FULL ON THEIR RESPECTIVE ANTICIPATED REPAYMENT DATES) (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $________ OF
OID PER $_________ OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ______% PER ANNUM AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $_______ PER $________ OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE AS
TO WHETHER OR HOW THE MORTGAGE LOANS WILL PREPAY.]
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Certificates of
the same Class as this Certificate (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation, (the "Depositor", which term includes
any successor entity under the Agreement), GMAC Commercial Mortgage Corporation
(the "Master Servicer" and "Special Servicer", depending upon the capacity in
which it is acting, each of which terms includes any successor entity under the
Agreement), LaSalle National Bank (the "Trustee", which term includes any
successor entity under the Agreement) and ABN AMRO Bank N.V. (the "Fiscal
Agent", which term includes any successor entity under the Agreement), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 18th day of each month or, if such 18th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect
A-3-3
<PAGE>
of the Class of Certificates to which this Certificate belongs. All
distributions made under the Agreement in respect of this Certificate will be
made by the Trustee by wire transfer in immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with written wiring instructions no less than five (5) Business Days
prior to the Record Date for such distribution (which wiring instructions may be
in the form of a standing order applicable to all subsequent distributions as
well), or otherwise by check mailed to the address of such Certificateholder
appearing in the Certificate Register. Notwithstanding the above, the final
distribution in respect of this Certificate (determined without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders, such
purposes including the reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans and the payment of interest on such
advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by,
A-3-4
<PAGE>
or accompanied by a written instrument of transfer in the form satisfactory to
the Certificate Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 of ERISA or Section 4975
of the Code or would result in the imposition of an excise tax under Section
4975 of the Code. Except in connection with the initial issuance of the
Certificates or any transfer of this Certificate by the Depositor, Lehman
Brothers Inc. (the "Underwriter") or any of their respective Affiliates or any
transfer of this Certificate to a successor Depository or to the applicable
Certificate Owner in accordance with Section 5.03 of the Agreement, the
Certificate Registrar shall refuse to register any transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
to the effect that the purchase and holding of this Certificate by such
prospective Transferee is exempt from the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code under Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) a certification of facts
and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 of ERISA or Section 4975 of the Code or result in the imposition of
an excise tax under Section 4975 of the Code. If any Transferee of this
Certificate or any interest herein does not, in connection with the subject
transfer, deliver to the Certificate Registrar a certification and/or Opinion of
Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt form the prohibited transaction
provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I
and III of Prohibited Transaction Class Exemption 95-60.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
A-3-5
<PAGE>
Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, the Underwriter, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at
a price determined as provided in the Agreement of all Mortgage Loans and any
REO Properties remaining in the Trust. The Agreement permits, but does not
require, the Depositor, the Underwriter, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Pool
Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 662/3% of the Voting Rights allocated to each of the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-3-6
<PAGE>
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of laws principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-3-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LaSalle National Bank,
as Trustee
By:
---------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [B][C][D][E] Certificates referred to in
the within-mentioned Agreement.
Dated:
LaSalle National Bank,
as Certificate Registrar
By:
---------------------------------
Authorized Officer
A-3-8
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of Assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
_________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.
This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.
A-3-9
<PAGE>
EXHIBIT A-4
FORM OF CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L AND CLASS M CERTIFICATES
CLASS [F] [G] [H] [J] [K] [L] [M] COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1998-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
Pass-Through Rate: ____%
Date of Pooling and Servicing
Agreement: February 1, 1998
Cut-off Date: February 1, 1998
Closing Date: March 11, 1998
First Distribution Date:
March 18, 1998
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation
Trustee:
LaSalle National Bank
Fiscal Agent:
ABN AMRO Bank N.V.
Certificate No. [F][G][H][J][K][L][M]-___
Initial Certificate Principal Balance of
this Certificate as of the Closing Date:
$____________
Class Principal Balance of all the Class
[F] [G] [H] [J] [K] [L] [M] Certificates
as of the Closing Date:
$____________
Aggregate unpaid principal balance of
the Mortgage Pool as of the Cut-off
Date, after deducting payments of
principal due on or before such date
(the "Initial Pool Balance"):
$1,727,817,629
CUSIP No. ____________
<PAGE>
[oFOR CLASS F AND CLASS G CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A
NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE TRUSTEE, THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.o]
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
NATIONAL BANK, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
A-4-2
<PAGE>
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS MARCH 11, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT AN ASSUMED RATE OF PREPAYMENT USED SOLELY FOR THE
PURPOSES OF APPLYING THE OID RULES TO THE CERTIFICATES EQUAL TO A "CPR" OF 0%
(EXCEPT THAT THE ARD LOANS ARE ASSUMED TO BE PAID IN FULL ON THEIR RESPECTIVE
ANTICIPATED REPAYMENT DATES) (THE "PREPAYMENT ASSUMPTION"), THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $__________ OF OID PER $__________ OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ____% PER ANNUM AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_____
PER $_______ OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE AS TO WHETHER OR HOW THE MORTGAGE LOANS WILL
PREPAY.]
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.
This certifies that ___________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
principal balance of this Certificate (its "Certificate Principal Balance") as
of the Closing Date by the aggregate principal balance of all the Certificates
of the same Class as this Certificate (their "Class Principal Balance") as of
the Closing Date) in that certain beneficial ownership interest in the Trust
evidenced by all the Certificates of the same Class as this Certificate. The
Trust was created and the Certificates were issued pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Structured Asset Securities Corporation, (the "Depositor", which term includes
any successor entity under the Agreement), GMAC Commercial Mortgage Corporation
(the "Master Servicer" and "Special Servicer", depending upon the capacity in
which it is acting, each of which terms includes any successor entity under the
Agreement), LaSalle National Bank (the "Trustee", which term includes any
successor entity under the Agreement) and ABN AMRO Bank N.V. (the "Fiscal
Agent", which term includes any successor entity under the Agreement), a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not
A-4-3
<PAGE>
defined herein, the capitalized terms used herein have the respective meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 18th day of each month or, if such 18th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (or, in the case
of the first such distribution, at the close of business on the Closing Date)
(the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate (determined without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice. Also notwithstanding the foregoing, any distribution that may be made
with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which
reimbursement is to occur after the date on which this Certificate is
surrendered as contemplated by the preceding sentence, will be made by check
mailed to the address of the Holder that surrenders this Certificate as such
address last appeared in the Certificate Register or to any such other address
of which the Trustee is subsequently notified in writing.
Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the Collection Account and,
if established, the REO Account may be made from time to time for
A-4-4
<PAGE>
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of this Certificate by the Depositor, Lehman Brothers
Inc. (the "Underwriter") or any of their respective Affiliates or, if this
Certificate constitutes a Book-Entry Certificate, a transfer of this Certificate
to a successor Depository or to the applicable Certificate Owner in accordance
with Section 5.03 of the Agreement), then the Certificate Registrar shall refuse
to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached either as Exhibit F-2A to the
Agreement or as Exhibit F-2B to the Agreement; or (ii) an Opinion of Counsel
satisfactory to the Trustee to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Fiscal Agent or the Certificate Registrar in their
respective capacities as such), together with the written certification(s) as to
the facts surrounding such transfer from the Certificateholder desiring to
effect such transfer and/or such Certificateholder's prospective Transferee on
which such Opinion of Counsel is based. If any Transferee of this Certificate
does not, in connection with the subject transfer, deliver to the Certificate
Registrar one of the certifications described in clause (i) of the preceding
sentence or the Opinion of Counsel described in clause (ii) of the preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that all the certifications set forth in either Exhibit F-2A or Exhibit F-2B
attached
A-4-5
<PAGE>
to the Agreement are, with respect to the subject transfer, true and correct. If
this Certificate constitutes a Book-Entry Certificate and a transfer of any
interest herein is to be made without registration under the Securities Act
(other than in connection with the initial issuance of the Certificates or a
transfer of any interest herein by the Depositor, the Underwriter or any of
their respective Affiliates), then the Certificate Owner desiring to effect such
transfer shall be required to obtain either (i) a certificate from such
Certificate Owner's prospective Transferee substantially in the form attached as
Exhibit F-2C to the Agreement or as Exhibit F-2D to the Agreement, or (ii) an
Opinion of Counsel to the effect that such transfer may be made without
registration under the Securities Act. If this Certificate constitutes a
Book-Entry Certificate and any Transferee of an interest herein does not, in
connection with the subject transfer, deliver to the Transferor the Opinion of
Counsel or one of the certifications described in the preceding sentence, then
such Transferee shall be deemed to have represented and warranted that all the
certifications set forth in either Exhibit F-2C or Exhibit F-2D attached to the
Agreement are, with respect to the subject transfer, true and correct. None of
the Depositor, the Trustee or the Certificate Registrar is obligated to register
or qualify the Class of Certificates to which this Certificate belongs, under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of this
Certificate or any interest herein without registration or qualification. Any
Certificateholder or Certificate Owner desiring to effect a transfer sale,
pledge or other disposition of this Certificate or any interest herein shall,
and does hereby agree to, indemnify the Depositor, the Underwriter, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Certificate
Registrar and their respective Affiliates against any liability that may result
if such transfer, sale, pledge or other disposition is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.
No transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 of ERISA or Section 4975
of the Code or would result in the imposition of an excise tax under Section
4975 of the Code. Except in connection with the initial issuance of the
Certificates or any transfer of this Certificate or any interest herein by the
Depositor, the Underwriter or any of their respective Affiliates or, if this
Certificate constitutes a Book-Entry Certificate, any transfer of this
Certificate to a successor Depository or to the applicable Certificate Owner in
accordance with Section 5.03 of the Agreement, the Certificate Registrar shall
refuse to register the transfer of this Certificate unless it has received from
the prospective Transferee, and, if this Certificate constitutes a Book-Entry
Certificate, any Certificate Owner transferring an interest herein shall be
required to obtain from its prospective Transferee, either: (i) a certification
to the effect that such prospective Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest
A-4-6
<PAGE>
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Section 406 of ERISA and
Section 4975 of the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
or such Certificate Owner, as the case may be, that such transfer will not
result in a violation of Section 406 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code. If any
Transferee of this Certificate or any interest herein does not, in connection
with the subject transfer, deliver to the Certificate Registrar (if this
Certificate constitutes a Definitive Certificate) or the Transferor (if this
Certificate constitutes a Book-Entry Certificate) a certification and/or Opinion
of Counsel as required by the preceding sentence, then such Transferee shall be
deemed to have represented and warranted that either: (i) such Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate or such
interest herein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan; or (ii) the purchase and holding of this Certificate or such
interest herein by such Transferee is exempt from the prohibited transaction
provisions of Section 406 of ERISA and Section 4975 of the Code under Sections I
and III of Prohibited Transaction Class Exemption 95-60.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
[oFor Class F and Class G Certificates only: Notwithstanding the
foregoing, for so long as this Certificate is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of
DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.o]
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, the Underwriter, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at
a price determined as provided in the Agreement of all Mortgage Loans and
A-4-7
<PAGE>
any REO Properties remaining in the Trust. The Agreement permits, but does not
require, the Depositor, the Underwriter, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Pool
Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 662/3% of the Voting Rights allocated to each of the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of laws principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-4-8
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LaSalle National Bank,
as Trustee
By:
---------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [F] [G] [H] [J] [K] [L] [M] Certificates
referred to in the within-mentioned Agreement.
Dated:
LaSalle National Bank,
as Certificate Registrar
By:
---------------------------------
Authorized Officer
A-4-9
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
---------------------------------------
Signature by or on behalf of Assignor
---------------------------------------
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.
Distributions made by check (such check to be made payable to ______
_________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.
This information is provided by _________________________, the
assignee named above, or ______________________________________, as its agent.
A-4-10
<PAGE>
EXHIBIT A-5
FORM OF CLASS R-I, CLASS R-II AND CLASS R-III CERTIFICATES
CLASS [R-I][R-II][R-III] COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATE,
SERIES 1998-C1
This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust (the "Trust"), whose assets consist primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans"), such pool being formed and sold by
STRUCTURED ASSET SECURITIES CORPORATION
Date of Pooling and Servicing
Agreement: February 1, 1998
Cut-off Date: February 1, 1998
Closing Date: March 11, 1998
First Distribution Date:
March 18, 1998
Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation
Fiscal Agent:
ABN AMRO Bank N.V.
Certificate No. [R-I][R-II][R-III]- __
Percentage Interest evidenced by this
Certificate in the related Class: ___%
Aggregate unpaid principal balance of the
Mortgage Pool as of the Cut-off Date,
after deducting payments of principal due
on or before such date (the "Initial Pool
Balance"): $1,727,817,629
Trustee:
LaSalle National Bank
CUSIP No. ___________
<PAGE>
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STRUCTURED
ASSET SECURITIES CORPORATION, GMAC COMMERCIAL MORTGAGE CORPORATION, LASALLE
NATIONAL BANK, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.
THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE BELONGS, IS SUBORDINATE TO
ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, THE TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL
TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN,
A-5-2
<PAGE>
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust evidenced by all the
Certificates of the same Class as this Certificate. The Trust was created and
the Certificates were issued pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among Structured Asset Securities
Corporation, (the "Depositor", which term includes any successor entity under
the Agreement), GMAC Commercial Mortgage Corporation (the "Master Servicer" and
"Special Servicer", depending upon the capacity in which it is acting, each of
which terms includes any successor entity under the Agreement), LaSalle National
Bank (the "Trustee", which term includes any successor entity under the
Agreement) and ABN AMRO Bank N.V. (the "Fiscal Agent", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the respective meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made
on the 18th day of each month or, if such 18th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the first Distribution Date specified above, to the Person in whose name
this Certificate is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (or, in the
case of the first such distribution, at the close of business on the Closing
Date) (the "Record Date"), in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
pursuant to the Agreement on the applicable Distribution Date in respect of the
Class of Certificates to which this Certificate belongs. All distributions made
under the Agreement in respect of this Certificate will be made by the Trustee
by wire transfer in immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Trustee with written
wiring instructions no less than five (5) Business Days prior to the Record Date
for such distribution (which wiring instructions may be in the form of a
standing order applicable to all subsequent distributions as well), or otherwise
by check mailed to the address of such Certificateholder appearing in the
Certificate Register. Notwithstanding the above, the final distribution in
respect of this Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.
The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Custodial Account, the
A-5-3
<PAGE>
Collection Account and, if established, the REO Account may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.
The Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of this Certificate by the Depositor, Lehman Brothers
Inc. (the "Underwriter") or any of their respective Affiliates), then the
Certificate Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A to the Agreement or as Exhibit F-2B to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Trustee to the effect that such
transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
transfer from the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. If any Transferee of this Certificate does not, in connection with the
subject transfer, deliver to the Certificate Registrar one of the certifications
described in clause (i) of the preceding sentence or the Opinion of Counsel
described in clause (ii) of the preceding sentence, then such Transferee shall
be deemed to have represented and warranted that all the certifications set
forth in either Exhibit F-2A or Exhibit F-2B attached to the Agreement are, with
respect to the subject transfer, true and correct. None of the
A-5-4
<PAGE>
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class of Certificates to which this Certificate belongs, under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of this Certificate or any
interest herein without registration or qualification. Any Certificateholder
desiring to effect a transfer sale, pledge or other disposition of this
Certificate or any interest herein shall, and does hereby agree to, indemnify
the Depositor, the Underwriter, the Trustee, the Fiscal Agent, the Master
Servicer, the Special Servicer, the Certificate Registrar and their respective
Affiliates against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.
No transfer of this Certificate or any interest herein shall be made
to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including insurance company general accounts, that is
subject to ERISA or the Code (each, a "Plan"), or (B) any Person who is directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan, if the purchase
and holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 of ERISA or Section 4975
of the Code or would result in the imposition of an excise tax under Section
4975 of the Code. Except in connection with the initial issuance of the
Certificates or any transfer of this Certificate or any interest herein by the
Depositor, the Underwriter or any of their respective Affiliates, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate or such interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan; or (ii) a certification to the effect that the purchase and holding of
this Certificate or such interest herein by such prospective Transferee is
exempt from the prohibited transaction provisions of Section 406 of ERISA and
Section 4975 of the Code under Sections I and III of Prohibited Transaction
Class Exemption 95-60; or (iii) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
that such transfer will not result in a violation of Section 406 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code. If any Transferee of this Certificate or any interest
herein does not, in connection with the subject transfer, deliver to the
Certificate Registrar a certification and/or Opinion of Counsel as required by
the preceding sentence, then such Transferee shall be deemed to have represented
and warranted that either: (i) such Transferee is not a Plan and is not directly
or indirectly purchasing this Certificate or such interest herein on behalf of,
as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of this Certificate or such interest herein by such
Transferee is exempt form the prohibited transaction provisions of Section 406
of ERISA and Section 4975 of the Code under Sections I and III of Prohibited
Transaction Class Exemption 95-60.
A-5-5
<PAGE>
Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory disposition and to execute all instruments of
transfer and to do all other things necessary in connection with any such
disposition. Each Person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee and shall promptly notify the Trustee
and the REMIC Administrator of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, the
Certificate Registrar shall not register the Transfer of an Ownership Interest
in this Certificate to such proposed Transferee.
Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee and the REMIC
Administrator written notice that it is a "pass-through interest holder" within
the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring such Ownership Interest, if it is, or is holding such
Ownership Interest on behalf of, a "pass-through interest holder".
The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee and the REMIC Administrator the following: (a) written notification from
each Rating Agency to the effect that the modification of, addition to or
elimination of such provisions will not cause such Rating Agency to withdraw,
qualify or downgrade its then-current rating of any Class of Certificates; and
(b) an opinion of counsel, in form and substance satisfactory to the Trustee and
the REMIC
A-5-6
<PAGE>
Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not (i) cause REMIC I, REMIC II or REMIC III
to (A) cease to qualify as a REMIC or (B) be subject to an entity-level tax
caused by the Transfer of a Residual Interest Certificate to a Person which is
not a Permitted Transferee, or (ii) cause a Person other than the prospective
Transferee to be subject to a REMIC-related tax caused by the Transfer of a
Residual Interest Certificate to a Person that is not a Permitted Transferee.
A "Permitted Transferee" is any Transferee that is not a
Disqualified Organization or a Non-United States Person.
A "Disqualified Organization" is (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by such governmental unit), (ii) a foreign government,
an inter national organization, or any agency or instrumentality of either of
the foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381 of the Code and (v) any other Person so
designated by the REMIC Administrator based upon an opinion of counsel that the
holding of an Ownership Interest in a Residual Interest Certificate by such
Person may cause the Trust or any Person having an Ownership Interest in any
Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Residual Interest Certificate to such
Person. The terms "United States", "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.
A "Non-United States Person" is any Person other than a United
States Person. A "United States Person" is a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise supervision over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code.
No service charge will be imposed for any registration of transfer
or exchange of Certificates, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.
A-5-7
<PAGE>
Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar or
any such agent shall be affected by notice to the contrary.
The Trust and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust, and (ii) the purchase by the Depositor, the Underwriter, the Master
Servicer, the Special Servicer or the Majority Subordinate Certificateholder at
a price determined as provided in the Agreement of all Mortgage Loans and any
REO Properties remaining in the Trust. The Agreement permits, but does not
require, the Depositor, the Underwriter, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust all Mortgage Loans and any REO Properties remaining therein. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the Initial Pool
Balance specified on the face hereof.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 662/3% of the Voting Rights allocated to each of the affected Classes.
Any such consent by the Holder of this Certificate shall be conclusive and
binding on such Holder and upon all future Holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of REMIC
I, REMIC II or REMIC III as a REMIC, without the consent of the Holders of any
of the Certificates.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust (to the extent of its rights therein) for
distributions hereunder.
A-5-8
<PAGE>
This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, without applying any conflicts of laws principles of such state
(other than the provisions of Section 5-1401 of the New York General Obligations
Law), and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
A-5-9
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
LaSalle National Bank,
as Trustee
By:________________________________
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] [R-III] Certificates referred
to in the within-mentioned Agreement.
Dated:
LaSalle National Bank,
as Certificate Registrar
By:________________________________
Authorized Officer
A-5-10
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee)
the beneficial ownership interest in the Trust evidenced by the within
Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust.
I (we) further direct the issuance of a new Commercial Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Commercial Mortgage Pass-Through Certificate
to the following address: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated:
_______________________________________
Signature by or on behalf of Assignor
_______________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _______________ for the account of
________________. Distributions made by check (such check to be made payable to
________________________) and all applicable statements and notices should be
mailed to _____________________.
This information is provided by ______________________, the assignee
named above, or ________________________________________, as its agent.
A-5-11
<PAGE>
EXHIBIT B
MORTGAGE LOAN SCHEDULE
B-1
<PAGE>
LBCMT 1998-C1
<TABLE>
<CAPTION>
Prospectus
ID Property Name Property Address Property City
==================================================================================================================================
<S> <C> <C> <C>
1 The Eastpoint Mall North Pointe Blvd. & Eastern Ave. Baltimore
2 Ohio Valley Plaza I-70 And Mall Road St. Clairsville
3 Blair Mill Village East Apt. 3855 Blair Mill Rd Horsham
5 Stewart Plaza 650 Stewart Avenue Garden City
6 Northbrook Hilton Hotel 2855 North Milwaukee Avenue Northbrook
7 Murrieta Town Center Murrieta Hot Springs Road Murrieta
8 Ramada Plaza Hotel Gateway 7470 Irlo Bronson Highway Kissimmee
9 Tacoma Place Shopping Center 1091 72nd Street Tacoma
10 Huebner Oaks Commons I & II (Roll-up) NQH10 and Huebner Oaks San Antonio
11 The Commons Shopping Center A NWC Germantown Parkway & IH-40 Memphis
12 70 East Sunrise Highway 70 East Sunrise Highway Valley Stream
13 Lakeview Apartments 590 Lower Landing Road Blackwood
14 One and Three Long Wharf Drive One and Three Long Wharf Drive New Haven
15 Embassy Suites (Salt Lake City) 110 West 600 South Salt Lake City
16 Benjamin Plaza Shopping Center 8944 Hillcrest Road Kansas City
17 Bradley Industrial Park West Side Route 303 Blauvelt
18 Fort Lee Hilton Hotel 2117 Route 4 Eastbound Fort Lee
19 Tilghman Square 4650 Broadway South Whitehall
20 Oasis Trails Apt. Complex 4200 S. Valley View Boulevard Las Vegas
22 Covered Bridges of Carol Stream 637 Burns Street Carol Stream
23 Oasis Terrace Apt. 3975 N. Nellis Boulevard Las Vegas
24 Rio Vista Shopping Center 8310-8740 Rio San Diego Drive San Diego
25 1 Second St,8 & 10 State St,205 Wildwood Various Woburn
Ave (Roll-up)
26 Copper Palms Apartments 1150 North Buffalo Drive Las Vegas
27 Tri-City Center 891-900 East Harmon Place San Bernadino
28 Lakeside Centre 8122-8238 Glades Road Boca Raton
29 Chastain Portfolio (Roll-up) Various Various
30 Parkview Plaza 886 Plaza Boulevard Lancaster
31 Eastland Place Shopping Center Green River Road Evansville
32 Crystal Inn 230 West 500 South Salt Lake City
33 Oasis Orchid Apt. Complex 2700 N. Rainbow Boulevard Las Vegas
34 Parkway Plaza Shopping Center Vestal Parkway East Vestal
35 Perimeter Station Shopping Center SEC Perimeter Ctr. W. & Perimeter Ctr. Pky. Atlanta
36 TJ Maxx Plaza 440 Middlesex Road Tyngsborough
37 Dauphin Plaza Shopping Center NWC Union Deposit Rd. & Victoria Ave. Susquehanna Township
38 Shops at Blue Bell 1750 DeKalb Pike Blue Bell
39 Carrefour at Kirby Woods 6685 Poplar Avenue Germantown
40 Imperial Palms Apartments 200 Keene Road Largo
41 Mitchell Plaza 5750 Old Orchard Road Skokie
42 Garrett Square Apartments 4216 and 4230 Garrett Road Durham
43 The Sony Music Building 605 Lincoln Road Miami
44 S.S. Pierce Building 1330 Beacon Street Brookline
45 Northcourt Commons 634 to 784 Highway 10 Blaine
46 Comdisco 5851 Westside Avenue North Bergen
47 The Oak Run Apartments 5801 Preston Oaks Dallas
48 Hampton Inn - Englewood & Dayton (Roll-up) Various Dayton & Englewood
49 Central Place Phase I & II (Roll-up) 336-340 E. Baseline & 7227 South Central Av Phoenix
50 Delray Crossings Shopping Center 1040-1350 Linton Blvd. Delray Beach
51 Silver Pines 801 North Loara Street Anaheim
52 Sycamore Square (Phases I & II) 3308 Bragg Boulevard Fayetteville
53 One Century Tower 265 Church Street New Haven
54 Flamingo Bay Club Apartments 5625 West Flamingo Road Las Vegas
55 University Business Center 1040-1194 University Avenue Rochester
56 Whitehall Boca Raton 7300 Del Prado Circle South Boca Raton
57 Shadowridge Meadows Apartments 1515 South Melrose Drive Vista
58 Coral Springs Financial Plaza 3300 University Drive Coral Springs
59 Newark Shopping Center 230 East Main Street Newark
61 Mercado at Scottsdale Ranch SEC of Mt. View Rd & Via Linda Way Scottsdale
62 Nicholson Research Center 5510-5516 Nicholson Lane Kensington
63 The Plaza Rios Shopping Center 8602-8698 Skillman Street Dallas
64 WWDC Industrial Park Brookville Rd., Manard Dr., and Pittman Dr. Silver Spring
65 Faircrest Apartments 10250 Beach Boulevard Stanton
<CAPTION>
Remaining Interest
Prospectus Property Property Cut-off Date Monthly Gross Remaining Term Maturity Amortization Accrual
ID State Zip Balance ($) P & I ($) Rate (%) to Maturity (months) Date or ARD Term (months) Method
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 MD 21224 62,467,513.47 440,437.92 7.5800 59 1/1/03 359 Act/360
2 OH 43950 41,975,308.95 285,091.05 7.2000 179 1/1/13 359 Act/360
3 PA 19044 33,180,421.13 225,132.98 7.1900 119 1/1/08 359 Act/360
5 NY 11530 22,622,349.24 170,059.01 8.2200 113 7/1/07 353 Act/360
6 IL 60062 20,360,654.22 148,901.41 7.3600 118 12/1/07 298 Act/360
7 CA 92563 19,988,860.90 138,066.88 7.3700 119 1/1/08 359 Act/360
8 FL 34747 19,962,785.08 148,058.52 7.5200 118 12/1/07 298 Act/360
9 WA 98408 19,460,119.01 142,948.18 7.9900 116 10/1/07 356 Act/360
10 TX 78230 19,227,633.18 127,696.39 6.9700 82 12/1/04 358 Act/360
11 TN 38133 18,940,050.92 139,945.45 8.0400 138 8/1/09 354 Act/360
12 NY 11580 18,471,843.74 127,964.08 7.3900 118 12/1/07 358 30/360
13 NJ 08012 18,309,364.56 124,850.46 7.2400 155 1/1/11 359 Act/360
14 CT 06511 18,268,364.77 130,345.50 7.6900 177 11/1/12 357 Act/360
15 UT 84101 17,944,804.88 132,199.92 7.4300 117 11/1/07 297 Act/360
16 MO 64132 17,767,252.23 132,351.97 7.5700 118 12/1/07 298 Act/360
17 NY 10913 17,735,507.91 143,395.59 7.5000 238 12/1/17 238 30/360
18 NJ 07024 16,451,098.82 123,008.82 7.6000 117 11/1/07 297 Act/360
19 PA 18052 16,166,315.57 129,816.88 8.9200 81 11/1/04 351 30/360
20 NV 89115 16,086,750.79 106,897.54 6.9800 83 1/1/05 359 30/360
22 IL 60188 15,166,062.14 108,369.95 7.7000 116 10/1/07 356 Act/360
23 NV 89115 14,812,800.03 98,432.05 6.9800 83 1/1/05 359 30/360
24 CA 92108 14,742,097.85 125,129.51 9.0500 172 6/1/12 292 30/360
25 MA 01801 14,552,150.50 101,506.70 7.4700 119 1/1/08 359 Act/360
26 NV 89128 14,192,871.75 95,783.37 7.1300 118 12/1/07 358 Act/360
27 CA 92408 14,092,298.30 97,914.28 7.4300 179 1/1/13 359 Act/360
28 FL 33434 14,046,684.52 96,886.70 7.3500 118 12/1/07 358 Act/360
29 GA Various 13,698,850.59 101,910.44 7.5500 298 12/1/22 298 30/360
30 PA 17601 13,325,200.07 103,262.41 8.5240 111 5/1/07 351 30/360
31 IN 47115 12,992,476.80 88,682.92 7.2500 179 1/1/13 359 Act/360
32 UT 84101 12,987,641.72 95,309.11 7.4100 179 1/1/13 299 Act/360
33 NV 89108 12,854,412.98 85,418.44 6.9800 83 1/1/05 359 30/360
34 NY 13850 12,587,339.06 89,746.08 7.6900 178 12/1/12 358 Act/360
35 GA 30346 12,533,296.20 103,361.80 7.7400 237 11/1/17 237 30/360
36 MA 01879 12,342,671.28 83,579.68 7.1700 119 1/1/08 359 Act/360
37 PA 17110 12,278,856.92 87,778.96 7.7100 117 11/1/07 357 Act/360
38 PA 19422 12,000,000.00 84,976.53 7.6300 360 2/1/28 360 30/360
39 TN 38138 11,993,316.54 82,840.13 7.3700 119 1/1/08 359 Act/360
40 FL 33771 11,991,271.03 84,728.97 7.6000 299 1/1/23 359 30/360
41 IL 60077 11,986,633.84 82,921.91 7.3800 118 12/1/07 358 Act/360
42 NC 27707 11,986,547.41 82,758.38 7.3600 118 12/1/07 358 Act/360
43 FL 33139 11,488,383.65 82,272.67 7.1350 119 1/1/08 299 Act/360
44 MA 02146 11,477,744.40 78,684.41 7.2800 81 11/1/04 357 Act/360
45 MN 55434 11,433,232.44 77,498.54 7.1800 119 1/1/08 359 Act/360
46 NJ 07647 11,288,060.14 79,328.73 7.5410 118 12/1/07 358 Act/360
47 TX 75240 10,567,341.49 73,103.23 7.3600 80 10/1/04 356 30/360
48 OH Various 10,480,744.69 83,786.56 7.3750 239 1/1/18 239 30/360
49 AZ 85040 10,389,298.11 73,574.78 7.6200 118 12/1/07 358 Act/360
50 FL 33444 10,300,901.98 71,050.25 7.3500 118 12/1/07 358 Act/360
51 CA 92801 10,144,218.58 69,585.45 7.3000 119 1/1/08 359 Act/360
52 NC 28303 9,994,322.16 68,625.06 7.3100 179 1/1/13 359 Act/360
53 CT 06510 9,978,054.16 71,696.52 7.7580 116 10/1/07 356 Act/360
54 NV 89103 9,976,534.43 70,126.99 7.5300 116 10/1/07 356 Act/360
55 NY 14607 9,938,302.80 83,768.52 8.0200 116 10/1/07 236 Act/360
56 FL 33433 9,740,102.05 69,244.79 7.6600 118 12/1/07 358 Act/360
57 CA 92083 9,732,178.35 68,106.66 7.4900 117 11/1/07 357 Act/360
58 FL 33071 9,590,564.68 69,451.32 7.2600 119 1/1/08 299 Act/360
59 DE 19711 9,483,391.22 67,403.86 7.6500 117 11/1/07 357 Act/360
61 AZ 85258 9,394,577.33 64,188.34 7.2600 119 1/1/08 359 Act/360
62 MD 20895 9,368,860.11 74,743.53 8.3500 116 10/1/07 296 Act/360
63 TX 75243 9,166,844.40 71,661.41 8.6410 112 6/1/07 352 Act/360
64 MD 20910 8,884,568.19 73,504.31 7.8300 239 1/1/18 239 30/360
65 CA 90680 8,860,021.87 68,991.39 8.5700 110 4/1/07 350 30/360
<CAPTION>
Prospectus Administrative
ID Cost Rate (%) Ground Lease Rate Type
======================================================
<S> <C> <C> <C>
1 0.0933 F
2 0.0933 F
3 0.1533 F
5 0.0933 F
6 0.1533 F
7 0.1183 F
8 0.1533 F
9 0.1683 F
10 0.0933 F
11 0.0933 F
12 0.0933 F
13 0.0933 F
14 0.1433 F
15 0.1433 F
16 0.1683 F
17 0.1433 F
18 0.1183 F
19 0.0933 F
20 0.1183 F
22 0.0933 F
23 0.1183 F
24 0.1683 F
25 0.1433 F
26 0.1133 F
27 0.1433 F
28 0.1533 F
29 0.0933 F
30 0.0933 F
31 0.1433 F
32 0.1433 F
33 0.1183 F
34 0.1433 F
35 0.0933 F
36 0.1533 F
37 0.0933 F
38 0.1433 F
39 0.0933 F
40 0.1683 F
41 0.0933 F
42 0.0933 F
43 0.0933 F
44 0.0933 F
45 0.1183 F
46 0.0933 F
47 0.0933 F
48 0.1433 F
49 0.1683 F
50 0.1533 F
51 0.1683 F
52 0.1433 F
53 0.0933 F
54 0.0933 F
55 0.1433 F
56 0.0933 F
57 0.1683 F
58 0.1533 F
59 0.1533 F
61 0.1683 F
62 0.1433 F
63 0.0933 F
64 0.1433 F
65 0.0933 F
</TABLE>
Page 1 of 4
<PAGE>
<TABLE>
<S> <C> <C> <C>
66 Garden Walk Apartments 934 Garden Walk Blvd. Atlanta
67 Shepherd Plaza Shopping Center 2100 Richmond Avenue Houston
68 Players Club Apartments 1526 Charles Boulevard Greenville
69 Ralph's Supermarket 4311 Lincoln Blvd. Marina Del Rey
70 41 State Street 41 State Street Albany
71 Laguna Village Shopping Center Southeast Corner of Ray & Kyrene Roads Chandler
72 Hoover Commons Shopping Center 1615 New Montgomery Highway Hoover
73 Ashley Woods Apartments 2300 Walden Glen Circle Cincinnati
74 Greenbriar South Shopping Center SWC Greenbriar Parkway & Volvo Parkway Chesapeake
75 Springs of Napa 3460 Villa Lane Napa
76 Woodtrail Apartments 9001 Wurzbach Road San Antonio
77 The Park Pineway Shopping Center East Side of Hwy. 260 at Pineway Plaza Dr. Show Low
78 Stoneridge Apartment Project 3800 Southwest 34th Street Gainesville
79 The Shoppes at Fort Wayne NEC of Coldwater Rd & Noble Drive Fort Wayne
80 Fred Meyer Superstore 6850 Lombard Street Portland
81 Uptown Collection Shopping Center 5365-5395 Westheimer Road Houston
82 BJ's Wholesale Club Building 10425 Marlin Road Culter Ridge
83 Park Inn International 11410 Rockville Pike Rockville
84 Harte Haven Shopping Center South Side of State Highway 37 Massena
85 Northgate Shopping Center 500 U.S. Highway 77 Waxahachie
86 Parkwood Square Shopping Center 3000-3220 Custer Road Plano
87 Gateway Plaza Shopping Center 1000-1080 South Sable Boulevard Aurora
88 The Paragon Building 33325 8th Avenue South Federal Way
89 Jefferson Square Shopping Center Olive Street at 28th Street Pine Bluff
90 11000 & 13000 Midlantic Drive 11000 & 13000 Midlantic Drive Mt. Laurel
91 Clearwater Village Shopping Center 4619-4733 East 82nd Street Indianapolis
92 Woodbrook Apartments 2529 Woodbrook Lane Monroe
93 90 State Street 90 State Street Albany
94 Ford Centre 420 North Fifth Street Minneapolis
95 Northwood Plaza 2900 West Anderson Lane Austin
96 Dogwood Station Shopping Center Rolling & Dogwood Roads Cantonsville
97 Los Mares Theater Plaza 641 Camino De Los Mares San Clemente
98 Clearwater Shoppes Shopping Center 3841-3981 East 82nd Street Indianapolis
99 Lindenwood Shopping Center 85-17 153rd Avenue Howard Beach
100 Westvale Plaza 2102 West Genesee Street Syracuse
101 Valley Ridge Corporate Center 4800 S. 188th St. SeaTac
102 Hoffmann Manor 274 West Broadway Long Beach
103 Kendall Plaza NEC of East Cumberland Road and Marmont Dr. Bluefield
104 Roberts Field Shopping Center E/s MD Route 30 Hampstead
105 Piedmont Corporate Center (Motorola) 9801 South 51st Street Phoenix
106 Towne Parc Apartments 2930 SW 23rd Terrace Gainesville
107 Royalton on the Green 17300 - 17400 N.W. 68th Ave. Miami
108 Westgate Plaza 3724-58 La Sierra Av & 11130-11170 Magnolia Riverside
109 Three Stamford Landing 46 Southfield Ave. Stamford
110 The Woodlawn Commons Medical Center NWC of Johnson Ferry Road and Woodlawn Road Marietta
111 South Seminole 975, 1075 & 1175 Florida Central Parkway Longwood
112 Orscheln Home & Farm Stores (Roll Up) Various Various
113 The Lauderdale Tower Apartments 2900 NE 30th Street Fort Lauderdale
114 Creekside Business Park 1625-1701 McCarthy Boulevard Milpitas
115 500 & 855 Winding Brook Drive (Roll-up) 500 & 800 Winding Brook Drive Glastonbury
116 Carriage Hills East Apartments 6080 Carriage Hill Drive E. Lansing
117 Food For Less Grocery Store NEC Broadway & Ballantyne Street El Cajon
118 Alma Park Center NWC of Alma School & Warner Roads Chandler
119 Oak Park Apartments 4505 Duval Street Austin
120 Las Colinas 15800 Chase Hill Boulevard San Antonio
121 River Oaks Apartments - Killeen, TX 101 Twin Creek Drive Killeen
122 Twin Oaks Village Shopping Center Eastern Boulevard & Vaughn Road Montgomery
123 Woodmont Plaza 6401-6451 McCart Avenue Ft. Worth
124 Treasury Services Corporation Building 604 Arizona Avenue Santa Monica
125 Graymere Apartments 1955 Union Place Columbia
126 Hart Street Medical Center 40 Hart Street New Britain
127 1301 Guadalupe Street 1301 Guadalupe Street Laredo
129 Five Points Plaza 505-595 South Riverside Avenue Rialto
130 195 Bear Hill Road 195 Bear Hill Road Waltham
131 Hampton Inn Hotel 2700 South Perkins Road Memphis
132 The Pender Mill Office Building 3930 Pender Drive Fairfax
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
66 GA 30348 8,750,368.33 60,772.03 7.4200 118 12/1/07 358 Act/360
67 TX 77098 8,723,039.98 64,937.88 8.1200 114 8/1/07 354 Act/360
68 NC 27858 8,691,240.64 62,324.78 7.1500 299 1/1/23 299 Act/360
69 CA 90292 8,595,163.72 59,193.06 7.3400 119 1/1/08 359 Act/360
70 NY 12207 8,465,651.37 58,737.01 7.4100 118 12/1/07 358 Act/360
71 AZ 85224 8,076,727.44 61,422.97 8.3500 114 8/1/07 354 Act/360
72 AL 35216 7,991,175.33 55,444.97 7.4100 118 12/1/07 358 Act/360
73 OH 45231 7,987,579.75 54,791.32 7.2900 82 12/1/04 358 30/360
74 VA 23320 7,741,367.68 53,553.74 7.3800 178 12/1/12 358 Act/360
75 CA 94558 7,481,807.03 53,632.04 7.1300 118 12/1/07 298 30/360
76 TX 78240 7,316,345.19 51,566.86 7.5500 115 9/1/07 355 Act/360
77 AZ 85901 7,196,156.56 50,343.44 7.5000 119 1/1/08 359 Act/360
78 FL 32608 7,195,767.25 48,872.75 7.2000 119 1/1/08 359 Act/360
79 IN 46804 7,102,757.53 50,446.47 7.6500 118 12/1/07 358 Act/360
80 OR 97203 6,994,418.81 47,231.19 7.1400 119 1/1/08 359 30/360
81 TX 77056 6,992,378.36 48,705.58 7.4500 118 12/1/07 358 Act/360
82 FL 33157 6,872,237.49 47,354.45 7.3400 178 12/1/12 358 Act/360
83 MD 20852 6,788,107.68 51,541.06 7.7900 118 12/1/07 298 Act/360
84 NY 13662 6,746,596.68 47,985.20 7.6700 119 1/1/08 359 Act/360
85 TX 75165 6,742,799.74 50,557.65 8.1500 73 3/1/04 349 30/360
86 TX 75075 6,596,216.66 45,158.01 7.2800 119 1/1/08 359 Act/360
87 CO 80012 6,569,962.26 52,773.01 8.9300 112 6/1/07 352 30/360
88 WA 98003 6,513,366.79 45,981.72 7.5800 117 11/1/07 357 Act/360
89 AR 71603 6,481,655.07 49,481.07 7.8400 117 11/1/07 297 Act/360
90 NJ 08054 6,480,774.73 48,500.47 7.6100 81 11/1/04 297 Act/360
91 IN 46250 6,393,257.83 44,969.05 7.5500 178 12/1/12 358 Act/360
92 NC 28110 6,374,015.89 50,589.18 8.2800 236 10/1/17 296 30/360
93 NY 12207 6,308,372.65 52,594.96 8.8400 113 7/1/07 293 30/360
94 MN 55401 6,226,970.34 48,145.71 8.5200 114 8/1/07 354 30/360
95 TX 78757 6,168,737.82 49,989.24 9.0230 111 5/1/07 351 30/360
96 MD 21244 6,129,901.70 44,784.01 7.9200 114 8/1/07 354 Act/360
97 CA 92672 6,133,278.65 47,548.21 8.0200 117 11/1/07 297 Act/360
98 IN 46250 6,026,510.40 41,135.23 7.2500 179 1/1/13 359 Act/360
99 NY 11414 6,000,000.00 41,624.68 7.4200 120 2/1/08 360 Act/360
100 NY 13219 6,000,000.00 47,905.18 7.2800 240 2/1/18 240 Act/360
101 WA 98188 5,996,494.77 40,808.56 7.2200 119 1/1/08 359 Act/360
102 NY 11561 5,994,623.27 45,005.06 7.6700 179 1/1/13 299 Act/360
103 WV 24701 5,993,427.13 46,717.87 7.7700 119 1/1/08 275 Act/360
104 MD 21074 5,981,344.25 43,794.53 7.3600 177 11/1/12 297 Act/360
105 AZ 85044 5,887,502.22 42,390.70 7.7800 116 10/1/07 357 30/360
106 FL 32608 5,874,819.77 43,438.87 8.0000 73 3/1/04 349 30/360
107 FL 33015 5,789,310.60 40,395.70 7.4600 117 11/1/07 357 Act/360
108 CA 92505 5,694,370.06 40,796.12 7.7400 118 12/1/07 358 Act/360
109 CT 06902 5,607,616.78 41,706.41 8.1100 114 8/1/07 354 Act/360
110 GA 30068 5,597,020.52 39,194.37 7.5100 119 1/1/08 359 Act/360
111 FL 32750 5,590,536.70 40,196.51 7.7700 117 11/1/07 357 Act/360
112 MO Various 5,564,120.08 45,863.05 7.5300 229 3/1/17 229 30/360
113 FL 33306 5,521,723.22 40,828.05 8.0000 73 3/1/04 349 30/360
114 CA 95035 5,520,000.00 36,835.99 7.0300 59 1/1/03 360 Act/360
115 CT 06033 5,459,049.83 41,343.73 8.3050 114 8/1/07 354 Act/360
116 MI 48823 5,391,781.41 37,351.68 7.3900 82 12/1/04 358 30/360
117 CA 92021 5,386,513.18 40,780.51 8.0700 237 11/1/17 327 30/360
118 AZ 85224 5,340,620.32 37,922.19 7.6400 117 11/1/07 357 Act/360
119 TX 78751 5,269,368.71 36,919.70 7.5100 118 12/1/07 358 Act/360
120 TX 78256 5,247,750.52 36,987.05 7.5500 115 9/1/07 355 Act/360
121 TX 76543 5,190,411.45 38,630.72 7.5600 298 12/1/22 298 Act/360
122 AL 36117 5,188,974.52 40,031.16 7.9700 118 12/1/07 298 30/360
123 TX 76133 5,132,112.29 35,343.76 7.3400 83 1/1/05 359 Act/360
124 CA 90401 5,110,000.00 34,099.98 7.0300 59 1/1/03 360 Act/360
125 TN 38401 5,087,754.30 35,485.49 7.4500 116 10/1/07 356 Act/360
126 CT 06052 4,991,908.27 36,409.77 7.9200 117 11/1/07 357 Act/360
127 TX 78040 4,984,576.30 36,624.95 7.4000 117 11/1/07 297 Act/360
129 CA 92376 4,691,456.29 32,895.27 7.5100 117 11/1/07 357 Act/360
130 MA 02154 4,656,635.70 39,811.40 8.1700 114 8/1/07 234 Act/360
131 TN 38118 4,625,653.76 38,403.94 7.8300 237 11/1/17 237 30/360
132 VA 22124 4,594,676.10 31,411.32 7.2600 82 12/1/04 358 Act/360
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133 Centre II 3101 Bee Cave Road Rollingwood
134 Plaza De Fiesta 2726 South Alma School Road Mesa
135 Crossroads Shopping Center 300 South M-291 Highway Liberty
136 South Port Apartments 6326 S. 107th East Avenue Tulsa
137 Extra Space Center IV, V & VI 105 & 601 S.Faulkenberg & 1755 W.Brandon Bl Brandon
138 Two Stamford Landing 68 Southfield Avenue Stamford
139 Metroplex Business Park 475 Metroplex Drive Nashville
140 Atrium Northeast Office Building 115 Atrium Way Columbia
141 The Cottages 10300 Harwin Drive Houston
142 Sabal Pointe Plaza NWC Merritt Isnd Causeway & Sykes Creek Merritt Island
143 Brookside Industrial Center 1775 Sherman Drive Indianapolis
144 Playhouse Square 380 Washington Street Wellesley
145 Kittle's Home Furnishings Plaza 5600 Britton Parkway Columbus
146 Atrium Northwood Office Building 7301 Rivers Avenue North Charleston
147 Food For Less Supermarket (Hempfield) Route 30 Hempfield
148 Osborn Commons Apartments 1502 East Osborne Road Phoenix
149 One Dock Street 396 Pacific Street Stamford
150 Columbia Station Apartments 13410-13458 NE Sandy Boulevard Portland
151 Everett Auto Mall 406 Southeast Everett Mall Way Everett
152 Coliseum Shoppes 506 East Coliseum Boulevard Fort Wayne
153 Deerfield Run Apartments Northwest Side of India Hook Road Rock Hill
154 Berkshire Center 5620-5754 North Academy Blvd. Colorado Springs
155 Heritage Place Apartments 700 Westminster Drive Franklin
156 K-Mart Plaza 3069-3099 Dixie Highway Edgewood
157 4611-4811 Kimmel Drive 4611-4811 Kimmel Drive Davenport
158 Flint's Crossing Shopping Center 1550 Opelika Road Auburn
159 Shaker-Loudon Road Plaza 664 Loudon Road Colonie
160 Food For Less Supermarket (Pine) 10688 Perry Highway Pine
161 Hitachi Tech Center 3201 Premier Drive Irving
162 Bay Harbour Apartments 2500 East James Road Baytown
163 East Bridge Landing Annex 587-593 First Avenue @ East 34th Street New York
164 Raymour & Flanigan Mall Ring Road Scranton
165 20-24 Newbury Street 20-24 Newbury Street Boston
166 Tates Creek South Shopping Center 4220 & 4240 Saron Drive Lexington
167 Forest Lake II Apartments Brittany Drive North of Cashua Drive Florence
168 446 Blake St 446 Blake Street New Haven
169 The Pavillions and The Verandas (Roll-up) 1333-1410 Market Street Tallahasse
170 Deerfield Apartments 2155 Deer Crest Lane Memphis
171 Bay Ridge Apartments 3010 & 3020 Cowley Way San Diego
172 River Oaks Apartments - Wetumpka, AL 200 River Oaks Drive Wetumpka
173 Lawrence Commons 3371 Route 1 Lawrence
174 511 Eleventh Avenue South Office Building 511 Eleventh Avenue South Minneapolis
175 Causeway Plaza SEQ of Eau Gallie Blvd. & S. Patrick Dr. Melbourne
176 Richwood Shopping Center 2000 Buckingham Road Richardson
177 Alderwood Target Plaza 18205 Alderwood Mall Boulevard Lynwood
178 Cherokee North Shopping Center NWQ West 95th St. & Antioch Road Overland Park
179 Stone Ridge Apartments 5100 Conser Street Overland Park
180 Point West Apartments 2925 West Normandale Fort Worth
182 Lancers Square Retail Center 3198 West Parker Road Plano
183 Cahokia Village Shopping Center 1038 Camp Jackson Road Cahokia
184 Quarry West Apartments 560 and 606 S. 10th Ave & 801,811,&901 7th Waite Park
185 Country Way Apartments 4153 Logangate Road Youngstown
186 The Victorian Apartments 9400 Coventry Square Houston
187 Picasso Tower 2800 Biscayne Blvd. Miami
188 Alafaya Square SWC of East Colonial Dr. & Alafaya Trail Orlando
189 Sedgwick Centre Office Building 400 Hardin Road Little Rock
190 Highland Ridge Apartments 329-353 Schraffts Drive Waterbury
191 Mobile One Mobile Home Park East side of Church St. (Route 1310) Fredericksburg
192 Sand Creek Apartments 3801 Ashe Road Bakersfield
193 Scotch Pines East Apartments 915 East Drake Road Fort Collins
194 Oakcreek Apartments 6111 Vance Jackson Road San Antonio
195 New Towne West Aptartments 3316 North 102nd Plaza Omaha
196 Stone Hollow Apartments 2400 Stone Hollow Drive Brenham
197 Holiday Inn Express 1943 Savannah Highway Charleston
198 Village Square East Shopping Center 8960-8998 East Hampden Avenue Denver
199 Willowstream North Garden Apartments South Side of NYS Rt. 31 Clay
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133 TX 78746 4,494,873.86 30,881.28 7.3100 82 12/1/04 358 Act/360
134 AZ 85210 4,493,379.73 31,649.74 7.5600 118 12/1/07 358 30/360
135 MO 64068 4,493,366.46 31,618.87 7.5500 118 12/1/07 358 30/360
136 OK 74133 4,492,873.69 30,515.01 7.1900 82 12/1/04 358 30/360
137 FL 33619 4,492,221.59 34,256.12 7.8400 118 12/1/07 298 Act/360
138 CT 06902 4,486,093.41 33,365.13 8.1100 114 8/1/07 354 Act/360
139 TN 37211 4,445,233.73 31,115.05 7.5000 118 12/1/07 358 Act/360
140 SC 29223 4,444,963.10 30,598.68 7.3300 82 12/1/04 358 Act/360
141 TX 77036 4,396,505.70 29,747.63 7.1600 119 1/1/08 359 30/360
142 FL 32953 4,395,209.27 30,614.93 7.4500 118 12/1/07 358 Act/360
143 IN 46201 4,370,868.86 32,160.31 7.4400 119 1/1/08 299 Act/360
144 MA 02181 4,340,373.61 31,103.83 7.7300 176 10/1/12 356 Act/360
145 OH 43216 4,322,559.99 29,739.17 7.3300 119 1/1/08 359 Act/360
146 SC 29223 4,320,389.35 30,930.93 7.7200 80 10/1/04 356 Act/360
147 PA 15601 4,297,787.37 30,390.77 7.6100 119 1/1/08 359 Act/360
148 AZ 85014 4,293,545.20 29,422.94 7.2900 83 1/1/05 359 Act/360
149 CT 06902 4,286,711.51 31,882.23 8.1100 114 8/1/07 354 Act/360
150 OR 97230 4,247,708.77 29,629.36 7.4700 83 1/1/05 359 Act/360
151 WA 98204 4,197,690.89 29,108.61 7.4100 119 1/1/08 359 Act/360
152 IN 46825 4,197,550.96 28,583.07 7.2260 119 1/1/08 359 Act/360
153 SC 29732 4,195,185.05 28,765.44 7.2900 118 12/1/07 358 Act/360
154 CO 80918 4,194,723.07 31,819.33 8.3400 118 12/1/07 358 30/360
155 TN 37064 4,150,011.34 28,945.03 7.4500 116 10/1/07 356 Act/360
156 KY 41018 4,095,680.79 28,808.30 7.5500 82 12/1/04 358 Act/360
157 IA 52802 4,075,712.56 30,426.64 7.4400 83 1/1/05 287 Act/360
158 AL 36830 4,062,395.69 28,207.63 7.4100 81 11/1/04 357 Act/360
159 NY 12110 4,042,522.78 32,182.22 7.3200 239 1/1/18 239 30/360
160 PA 15090 3,997,941.73 28,270.49 7.6100 119 1/1/08 359 Act/360
161 TX 75063 3,997,736.11 27,477.22 7.3200 119 1/1/08 359 Act/360
162 TX 77520 3,987,652.43 28,105.65 7.5500 115 9/1/07 355 Act/360
163 NY 10016 3,889,118.47 28,506.70 7.9574 79 9/1/04 355 Act/360
164 PA 18508 3,793,832.36 27,645.01 7.9100 117 11/1/07 357 Act/360
165 MA 02116 3,743,948.87 27,333.40 7.9300 117 11/1/07 357 Act/360
166 KY 40515 3,737,882.70 30,119.40 8.9800 112 6/1/07 352 Act/360
167 SC 29501 3,695,758.27 25,340.98 7.2900 118 12/1/07 358 Act/360
168 CT 06510 3,657,893.28 30,830.72 8.0400 177 11/1/12 237 Act/360
169 FL 32312 3,598,065.56 25,122.44 7.4800 179 1/1/13 359 Act/360
170 TN 38134 3,594,466.15 24,778.49 7.3400 82 12/1/04 358 30/360
171 CA 92117 3,593,163.27 24,803.00 7.3500 177 11/1/12 357 Act/360
172 AL 36092 3,543,385.32 24,627.94 7.4200 117 11/1/07 357 Act/360
173 NJ 08648 3,496,984.75 25,975.15 8.1200 118 12/1/07 358 Act/360
174 MN 55415 3,496,529.65 25,230.63 7.2200 119 1/1/08 299 Act/360
175 FL 32935 3,418,756.79 23,948.10 7.5000 117 11/1/07 357 Act/360
176 TX 75042 3,398,051.00 23,263.22 7.2800 119 1/1/08 359 Act/360
177 WA 98037 3,360,026.39 25,448.05 7.7300 116 10/1/07 296 30/360
178 KS 66212 3,307,992.05 23,840.76 7.7900 117 11/1/07 357 30/360
179 KS 66202 3,294,711.64 22,243.85 7.1300 82 12/1/04 358 30/360
180 TX 76116 3,268,989.52 24,710.76 8.2800 77 7/1/04 353 Act/360
182 TX 75075 3,146,747.61 22,263.01 7.6100 118 12/1/07 358 Act/360
183 IL 62206 3,132,309.32 23,288.26 8.1300 118 12/1/07 358 Act/360
184 MN 56303 3,118,119.58 21,009.49 7.1200 119 1/1/08 359 Act/360
185 OH 44505 3,094,364.79 21,696.88 7.5100 117 11/1/07 357 Act/360
186 TX 77099 3,000,000.00 19,918.80 6.9800 120 2/1/08 360 Act/360
187 FL 33137 2,995,019.16 23,174.36 8.0100 118 12/1/07 298 Act/360
188 FL 32817 2,994,872.31 21,450.92 7.7300 117 11/1/07 357 Act/360
189 AR 72211 2,989,400.60 24,545.24 7.7050 238 12/1/17 238 30/360
190 CT 06705 2,984,882.28 22,918.74 8.4300 112 6/1/07 352 30/360
191 VA 22408 2,900,000.00 20,700.54 7.1100 120 2/1/08 300 Act/360
192 CA 93309 2,798,328.05 18,911.39 7.1500 119 1/1/08 359 Act/360
193 CO 80525 2,795,695.89 19,272.16 7.3400 82 12/1/04 358 30/360
194 TX 78230 2,778,630.99 20,545.41 8.0000 73 3/1/04 349 30/360
195 NE 68134 2,741,584.20 20,215.05 7.4400 117 11/1/07 297 Act/360
196 TX 77833 2,699,241.51 19,958.40 8.0000 73 3/1/04 349 30/360
197 SC 29404 2,696,561.66 21,370.84 7.9700 275 1/1/21 275 30/360
198 CO 80231 2,695,186.25 19,026.92 7.5800 117 11/1/07 357 Act/360
199 NY 13090 2,693,725.77 19,777.47 7.4000 298 12/1/22 298 30/360
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200 Duck Creek Shopping Center 5006 N. Jupiter Rd. Garland
201 470 West Avenue 470 West Avenue Stamford
202 River One Office Plaza 309 E. Osceola St. Stuart
203 Lyell-Mt. Read Business Center 777 Mt. Read Boulevard Rochester
204 Landmark Woods Apartments 1400 Cherokee Rd. Florence
205 Mountain Vista Apartments 358 East Roeser Road Phoenix
206 Shoppers Fair Shopping Center 6800-6810 East P Street Lincoln
207 Lafayette Place Apartments 9450 Woodfair Drive Houston
208 America Plaza 1070 E. Indiantown Rd. Jupiter
209 Valley View Hacienda Business Park II 5375 South Procyon Avenue Las Vegas
210 Salem Village Center 4601 South Loop 289 Lubbock
211 Granada/Turnberry Apartments 4003-4005 Red River & 910-920 E. 40th Sts. Austin
212 The 14614 Falling Creek Office Building 14614 Falling Creek Drive Houston
213 One Pavilion Avenue One Pavillion Avenue Riverside
214 Automotive Portfolio (Roll-up) Various Various
215 Mountain Springs Apartments 854 Sheppard Road Stone Mountain
216 The I-Drive Center Shopping Center 5430-5490 International Drive Orlando
217 9-11 Park Avenue 9-11 Park Avenue New York
218 Tricom Executive Center 2001 West Sample Road Pompano Beach
219 3550 Biscayne Boulevard 3550 Biscayne Blvd. Miami
220 Jefferson Park Apartments (I) 1220 Missouri Court - Phase I Liberty
222 Summit Business Park Route 52 Fishkill
223 Wellington Square Shopping Center 950 Indian Trail Road Lilburn
224 Shannon Plaza Apartments 2100 Heatherwood Lawrence
225 Bay Island Apartments 6109 Bay Island Road Garland
226 Academy Crossing Shopping Center 3200 Academy Avenue Portsmouth
227 Coopersburg Shopping Center North Third Street (a.k.a. Rt. 309) Coopersburg
228 1003 London Road 1003 London Road Colonie
229 Rutgers Plaza Shopping Center 1680 Dunn Ave. Jacksonville
230 Apollo Beach Marina Apartments North Side of Apollo Boulevard Apollo Beach
231 Jefferson Park Apartments (II) 1220 Missouri Court - Phase II Liberty
232 Bert Kouns Self-Storage 525 Bert Kouns Industrial Loop Shreveport
233 Sunnyslope Terrace 5383 Sunnyslope Road Maple Heights
234 Mountain View Villas Apartments 414 Mountain View Road Johnson City
235 Power Road Medical Center 215 & 217 South Power Road Mesa
236 26 East Baseline Road NEC of Central Avenue & Baseline Road Phoenix
237 Country Club Arms Apartments 1775 Cedar Post Lane Rock Hill
238 Sherman Street Apartments 1240, 1250, and 1260 Sherman Street Denver
239 Greenbriar Square Shopping Center 1530 Clark Road Duncanville
240 Woodberry Forest Apartments 914 South Oriole Circle Virginia Beach
241 Metro Crest Apartments 1515 Metrocrest Drive Carrollton
242 4490 Von Karman Ave. 4490 Von Karman Ave. Newport Beach
243 Art Colony Apartments 1122 Crescent Avenue Atlanta
244 N. 10th & Vine Street Building 819 North 10th Street Sacramento
246 CVS - H&R Block Center 284-286 Winthrop St. Taunton
247 The Crowne Building 1870 The Exchange Marietta
248 23193 Sandalfoot Plaza Drive 23193 Sandalfoot Plaza Drive Boca Raton
249 CVS - St. Andrews 1248 St. Andrews Rd. Columbia
250 Fair Oaks Shopping Center 9901 Royal Lane Dallas
251 Windrush Apartments 2447 Lockhill-Selma Road San Antonio
252 Tutor Time Child Care Center 1401 NE Green Oaks Boulevard Arlington
253 680 Bridgeport Avenue 680 Bridgeport Avenue Shelton
254 NW 57th Ave & NW 176th Street SWC of NW 57th Ave. & NW 176th St. Miami
255 Warwick Apartments 2819 Las Vegas Trail Fort Worth
256 Grove One Apartments 3052 S.W. 27th Avenue Coconut Grove (Miami)
257 2410 West Temple Street 2410 West Temple Street Los Angeles
258 NWC Northwest 183rd Street & US 441 NWC Northwest 183rd St. & US 441 Miami
259 9575 Southern Boulevard 9575 Southern Boulevard Royal Palm Beach
260 The Outlot Shoppes at Fort Wayne NEC of Coldwater Rd & Noble Drive Ft. Wayne
261 Twin Oaks Village Office Park Eastern Boulevard & Vaughn Road Montgomery
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200 TX 75044 2,648,456.72 18,041.74 7.2300 179 1/1/13 359 Act/360
201 CT 06901 2,641,810.59 19,648.35 8.1100 114 8/1/07 354 Act/360
202 FL 34944 2,497,348.77 17,531.75 7.5300 118 12/1/07 358 Act/360
203 NY 14606 2,496,227.13 20,693.70 7.8600 119 1/1/08 239 Act/360
204 SC 29501 2,496,118.67 17,122.29 7.2900 82 12/1/04 358 30/360
205 AZ 85040 2,494,695.48 18,118.06 7.8700 176 10/1/12 356 Act/360
206 NE 68510 2,494,033.20 19,152.01 8.4600 78 8/1/04 355 Act/360
207 TX 76705 2,474,257.95 21,600.74 8.4400 113 7/1/07 233 Act/360
208 FL 33477 2,473,634.85 17,136.40 7.4000 83 1/1/05 359 Act/360
209 NV 89118 2,400,000.00 16,112.59 7.0900 120 2/1/08 360 Act/360
210 TX 79424 2,394,892.17 17,376.69 7.8600 116 10/1/07 356 Act/360
211 TX 78751 2,347,449.65 16,367.23 7.4600 118 12/1/07 358 Act/360
212 TX 77068 2,347,297.35 16,078.99 7.2800 58 12/1/02 358 Act/360
213 NJ 08075 2,341,261.94 17,855.27 7.8180 116 10/1/07 296 Act/360
214 GA Various 2,296,070.86 17,584.50 7.8900 118 12/1/07 298 Act/360
215 GA 30083 2,294,795.54 16,003.26 7.4500 117 11/1/07 357 30/360
216 FL 32819 2,293,733.42 17,767.01 8.0100 117 11/1/07 297 Act/360
217 NY 10021 2,248,316.76 15,670.74 7.4600 119 1/1/08 359 30/360
218 FL 33064 2,244,159.81 17,725.10 8.2400 117 11/1/07 297 Act/360
219 FL 33137 2,198,360.82 15,885.40 7.5200 119 1/1/08 323 Act/360
220 MO 64068 2,198,238.95 14,814.38 7.1200 119 1/1/08 359 30/360
222 NY 12524 2,150,000.00 15,239.79 7.6400 120 2/1/08 360 Act/360
223 GA 30247 2,145,870.93 16,061.63 8.1900 116 10/1/07 356 Act/360
224 KS 66047 2,144,847.07 14,535.77 7.1600 117 11/1/07 357 30/360
225 TX 75043 2,125,000.00 14,109.15 6.9800 120 2/1/08 360 Act/360
226 VA 23707 2,123,100.17 15,622.13 8.0200 118 12/1/07 358 Act/360
227 PA 18036 2,115,836.93 15,733.52 8.1200 116 10/1/07 356 Act/360
228 NY 12047 2,098,959.18 15,001.15 7.7200 119 1/1/08 359 Act/360
229 FL 32218 2,098,882.69 14,697.89 7.5100 119 1/1/08 359 Act/360
230 FL 33572 2,098,734.33 14,141.00 7.1200 119 1/1/08 359 Act/360
231 MO 64068 2,038,367.03 13,736.97 7.1200 119 1/1/08 359 30/360
232 LA 71106 1,998,192.21 14,661.35 7.9900 118 12/1/07 358 Act/360
233 OH 44137 1,997,750.69 13,779.44 7.3500 118 12/1/07 358 Act/360
234 TN 37601 1,995,197.76 13,915.88 7.4500 116 10/1/07 356 Act/360
235 AZ 85206 1,978,512.31 18,213.76 9.1700 232 6/1/17 232 Act/360
236 AZ 85040 1,971,062.15 14,602.15 8.0800 117 11/1/07 357 30/360
237 SC 29703 1,946,629.05 13,889.27 7.6900 117 11/1/07 357 Act/360
238 CO 80206 1,848,038.10 12,973.49 7.5300 118 12/1/07 358 Act/360
239 TX 75137 1,823,967.09 12,536.49 7.3200 179 1/1/13 359 Act/360
240 VA 23451 1,746,568.02 12,914.26 8.0000 73 3/1/04 349 30/360
241 TX 75006 1,745,020.24 13,275.75 7.8000 117 11/1/07 297 Act/360
242 CA 92660 1,744,007.15 13,739.46 8.2000 116 10/1/07 296 Act/360
243 GA 30309 1,740,873.31 12,266.04 7.5600 117 11/1/07 357 Act/360
244 CA 95614 1,670,135.33 12,596.82 7.7000 117 11/1/07 297 Act/360
246 MA 02780 1,597,083.47 11,187.43 7.5000 117 11/1/07 357 Act/360
247 GA 30339 1,548,702.28 11,922.11 7.9600 179 1/1/13 299 Act/360
248 FL 33428 1,538,697.55 14,409.18 8.0800 177 11/1/12 189 Act/360
249 SC 29210 1,455,349.06 11,797.40 7.5400 238 12/1/17 238 Act/360
250 TX 75231 1,349,295.94 9,504.19 7.5700 179 1/1/13 359 Act/360
251 TX 78230 1,293,409.09 9,903.89 8.4000 76 6/1/04 352 30/360
252 TX 76006 1,245,315.85 10,719.66 8.0500 226 12/1/16 226 30/360
253 CT 06484 1,121,523.37 8,341.28 8.1100 114 8/1/07 354 Act/360
254 FL 33169 1,097,046.53 8,548.36 8.0800 177 11/1/12 297 Act/360
255 TX 76116 1,066,697.03 7,518.26 7.5500 115 9/1/07 355 Act/360
256 FL 33133 994,653.87 8,154.05 7.6600 237 11/1/17 237 30/360
257 CA 91010 958,971.77 6,712.46 7.5000 118 12/1/07 358 Act/360
258 FL 33162 946,803.60 7,509.33 8.2800 116 10/1/07 296 Act/360
259 FL 33411 847,717.78 6,605.55 8.0800 177 11/1/12 297 Act/360
260 IN 46804 664,322.61 4,718.27 7.6500 118 12/1/07 358 Act/360
261 AL 36117 613,737.69 4,816.14 8.1700 118 12/1/07 298 30/360
<CAPTION>
<S> <C> <C> <C>
200 0.0933 F
201 0.1433 F
202 0.0933 F
203 0.1433 F
204 0.0933 F
205 0.1733 F
206 0.0933 F
207 0.1433 F
208 0.1533 F
209 0.1433 F
210 0.0933 F
211 0.1733 F
212 0.0933 F
213 0.0933 F
214 0.1533 F
215 0.1733 F
216 0.1433 F
217 0.0933 F
218 0.1433 F
219 0.0933 F
220 0.1683 F
222 0.1433 F
223 0.0933 F
224 0.1683 F
225 0.0933 F
226 0.1433 F
227 0.1433 F
228 0.1533 F
229 0.0933 F
230 0.0933 F
231 0.1683 F
232 0.1433 F
233 0.1683 F
234 0.0933 F
235 0.1433 F
236 0.1683 F
237 0.1533 F
238 0.1683 F
239 0.0933 F
240 0.0933 F
241 0.0933 F
242 0.0933 F
243 0.1733 F
244 0.1683 F
246 0.0933 F
247 0.0933 F
248 0.0933 F
249 0.0933 F
250 0.0933 F
251 0.0933 F
252 0.0933 F
253 0.1433 F
254 0.0933 F
255 0.0933 F
256 0.0933 F
257 0.1683 F
258 0.0933 F
259 0.0933 F
260 0.1533 F
261 0.1533 F
</TABLE>
Page 4 of 4
<PAGE>
EXHIBIT C
SCHEDULE OF EXCEPTIONS
TO MORTGAGE FILE DELIVERY
Attn:
Initial Certification
Loans With Uncleared Exceptions
LEHMAN BROTHERS (1011) Account: 500220
Pool: 220
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
A TRICONY CORAL SPRINGS LTD ON HAND INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:LEGG MASON REAL ESTATE to LEGG MASON
MORTGAGE CAPITAL; ASSIGNMENT OF MORTGAGE IS
MISSING MORTGAGE RECORDING DATA recrded
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
G S.S. PIERCE BUILDING ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:pbalp>hflp; allonge:HFLP>blank
H FOREST LAKE OF FLORENCE, LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
J COWLEY, LTD. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
INTERIM UCC RECEIVED -REVIEWED
L COVERED BRIDGES PARTNERS ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- - ------------------------------------------------------------------------------------------------------
Loan Number Last Name Exception Item
<S> <C>
A TRICONY CORAL SPRINGS LTD 1619 - Original in file but not recorded -
LEGG MASON REAL ESTATE to LEGG MASON MORTGAGE
CAPITAL
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
1619 - Original in file but not recorded
0702 - Document is missing
G S.S. PIERCE BUILDING 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
H FOREST LAKE OF FLORENCE, LLC 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Commitment in
file
0702 - Document is missing
J COWLEY, LTD. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
L COVERED BRIDGES PARTNERS 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-1-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
L COVERED BRIDGES PARTNERS UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
N DUNCANVILLE ASSOCIATES, LTD. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
17 BRADLEY INDUSTRIAL PARK ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT NOT RECEIVED-NOT REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
19 TILGHMAN ASSOCIATES ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
24 R.V.S. RETAIL, LP ON HAND AALR TO TRUST RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
L COVERED BRIDGES PARTNERS 0702 - Document is missing
N DUNCANVILLE ASSOCIATES, LTD. 3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Commitment in
file
3510 - Copy only in file
17 BRADLEY INDUSTRIAL PARK 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
0702 - Document is missing - MISSING NOTE AND
ENDORSEMENTS
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
19 TILGHMAN ASSOCIATES 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
0702 - Document is missing
24 R.V.S. RETAIL, LP 0411 - Misc. information - ASSIGNMENT IS TO
BLANK SHOULD BE TO LASALLE AS TRUSTEE
- - --------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
24 R.V.S. RETAIL, LP GENERAL ASSIGNT RECEIVED -REVIEWED
ASSN TO TRST RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
30 PARKVIEW PLAZA TRUST ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
31 EASTLAND PLACE SHOPPING CENTER ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
38 VPMC, LTD ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
24 R.V.S. RETAIL, LP 0411 - Misc. information - ASSIGNMENT IS TO
BLANK SHOULD BE TO LASALLE AS TRUSTEE
0411 - Misc. information - ASSIGNMENT IS TO
BLANK SHOULD BE TO LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Proforma copy in
file
0702 - Document is missing
0702 - Document is missing
30 PARKVIEW PLAZA TRUST 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
31 EASTLAND PLACE SHOPPING CENTER 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
38 VPMC, LTD 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
38 VPMC, LTD TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
39 SHERIFF, LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY RECEIVED -REVIEWED
53 ONE CENTURY TOWER ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Century One LP TO: Lehman
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
61 MERCADO AT SCOTTSDALE RANCH ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BROS TO TRUSTEE
38 VPMC, LTD 0702 - Document is missing
3510 - Copy only in file - UNRECORDED COPY
1619 - Original in file but not recorded
39 SHERIFF, LLC 1619 - Original in file but not recorded
0702 - Document is missing
0702 - Document is missing
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - PROFORMA COPY IN
FILE
0702 - Document is missing
0702 - Document is missing
3510 - Copy only in file - UNRECORDED COPY
53 ONE CENTURY TOWER 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
0702 - Document is missing - MISSING NOTE AND
ENDORSEMENTS
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
61 MERCADO AT SCOTTSDALE RANCH 0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
61 MERCADO AT SCOTTSDALE RANCH NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:Have assignment to blank.
63 PLAZA RIOS, LTD ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
Doc Memo:Holiday Fenoglio to Lehman
AALR TO TRUST NOT RECEIVED-NOT REVIEWED
INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:Holiday Fengolio to: Lehman Brothers
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
Doc Memo:MISSING LEHMAN TO TRUSTEE
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Plaza Rios to Holliday Fenoglio
Allonge: Holiday Fenoglio to Lehman
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
65 FAIRCREST, INC ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT RECEIVED -REVIEWED
ASSN TO TRST RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
MORTGAGE TO TRUSTEE
61 MERCADO AT SCOTTSDALE RANCH 3313 - Endorsement(s) is incomplete - Have
endorsement to blank, missing endorsement to
Lasalle
0702 - Document is missing
0702 - Document is missing
63 PLAZA RIOS, LTD 3510 - Copy only in file - Unrecorded Copy
0702 - Document is missing
3510 - Copy only in file - Unrecorded Copy
Holding, Inc.
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE FROM LEHMAN
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
3312 - Endorsement(s) are missing or
incorrect. - Missing endorsement from Lehman
to LaSalle or Blank
0702 - Document is missing
65 FAIRCREST, INC 0702 - Document is missing
0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
0411 - Misc. information - HAVE ASSIGNMENT TO
BLANK SHOULD BE TO LASALLE AS TRUSTEE
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
73 ASHLEY WOODS APARTMENTS ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE RECEIVED -REVIEWED
85 GSSW-REO DALLAS, LP ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
87 GATEWAY PLAZA ASSOCIATES, LP ON HAND AALR TO TRUST RECEIVED -REVIEWED
GENERAL ASSIGNT RECEIVED -REVIEWED
ASSN TO TRST RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
73 ASHLEY WOODS APARTMENTS 0702 - Document is missing
1619 - Original in file but not recorded
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT FROM LEHMAN
BROS TO BLANK OR TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
0702 - Document is missing
3510 - Copy only in file - UNRECORDED COPY
85 GSSW-REO DALLAS, LP 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
87 GATEWAY PLAZA ASSOCIATES, LP 0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
95 NORTHWOOD PROPERTIES, LTD ON HAND AALR TO TRUST RECEIVED -REVIEWED
GENERAL ASSIGNT RECEIVED -REVIEWED
ASSN TO TRST RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
98 CLEARWATER SHOPPES SHOPPING CENTER ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
101 MARA GATEWAY ASSOCIATES LP ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
95 NORTHWOOD PROPERTIES, LTD 0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file - UNRECORDED COPY
98 CLEARWATER SHOPPES SHOPPING CENTER 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
101 MARA GATEWAY ASSOCIATES LP 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
106 TOWN PARC-REO LP ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
113 LAUDERDALE TOWERS-REO LP ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
116 CARRIAGE HILLS EAST APARTMENTS ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
106 TOWN PARC-REO LP 0702 - Document is missing
0702 - Document is missing - MISSING
ASSIGNMENT TO LASALLE
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Proforma copy in
file
0702 - Document is missing
0702 - Document is missing
113 LAUDERDALE TOWERS-REO LP 0702 - Document is missing
0702 - Document is missing - MISSING
ASSIGNMENT TO LASALLE
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Proforma copy in
file
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
116 CARRIAGE HILLS EAST APARTMENTS 0702 - Document is missing
1619 - Original in file but not recorded
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENTS FROM LEHMAN
BROS TO BLANK OR TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
116 CARRIAGE HILLS EAST APARTMENTS TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY RECEIVED -REVIEWED
UCC-1 - STATE RECEIVED -REVIEWED
136 SOUTH PORT APARTMENTS ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
143 BROOKSIDE INDUSTRIAL CENTER ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BROS TO TRUSTEE
116 CARRIAGE HILLS EAST APARTMENTS 0702 - Document is missing - COPY OF MARKED UP
COMMITMENT
0702 - Document is missing
3510 - Copy only in file - UNRECORDED
3510 - Copy only in file - UNRECORDED
136 SOUTH PORT APARTMENTS 0702 - Document is missing
1619 - Original in file but not recorded
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT FROM LEHMAN
BROS TO BLANK OR TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED COPY
0702 - Document is missing
143 BROOKSIDE INDUSTRIAL CENTER 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
152 COLISEUM SHOPPES ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
CORP. ASSIGNMNT RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UCC-1-COUNTY RECEIVED -REVIEWED
157 DAVENPORT INVESTORS, LLC ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:MISSING ENDORSEMENTS FROM NORTHLAND
FINANCIAL COMPANY TO LEHMAN BROTHERS; LEHMAN
BROTHERS TO BLANK OR TRUSTEE
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
190 ROI HIGHLAND LLC ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
152 COLISEUM SHOPPES 3510 - Copy only in file - Unrecorded copy in
file only
1619 - Original in file but not recorded
3510 - Copy only in file - Unrecorded copy in
file only
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0411 - Misc. information - Unrecorded copy in
file only
157 DAVENPORT INVESTORS, LLC 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENTS FROM
NORTHLAND FINANCIAL TO BLANK
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
190 ROI HIGHLAND LLC 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
191 MOBILE ONE MOBILE HOME PARK ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
193 SCOTCH PINES EAST APARTMENTS ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
194 GSSW-REO PEBBLE CREEK ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
191 MOBILE ONE MOBILE HOME PARK 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
193 SCOTCH PINES EAST APARTMENTS 0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT FROM LEHMAN
BROS TO BLANK OR TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
0702 - Document is missing - FILING FOR
LARIMER COUNTY, COLORADO
194 GSSW-REO PEBBLE CREEK 1619 - Original in file but not recorded
0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
194 GSSW-REO PEBBLE CREEK TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
196 STONE HOLLOW-REO, LP ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
209 VALLEY VIEW HACIENDA BUS. PARK II ON HAND CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Lehman to Blank
GENERAL ASSIGNT RECEIVED -REVIEWED
Doc Memo:Ward Cook to Lehman
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
220 JEFFERSON PARK APARTMENTS (I) ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
194 GSSW-REO PEBBLE CREEK 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
3510 - Copy only in file - UNRECORDED COPY
196 STONE HOLLOW-REO, LP 0702 - Document is missing
0702 - Document is missing - MISSING
ASSIGNMENT TO LASALLE OR BLANK
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Specimen copy in
file
0702 - Document is missing - MISSING
ASSIGNMENT TO LASALLE
0702 - Document is missing - MISSING
ASSIGNMENT TO LASALLE
209 VALLEY VIEW HACIENDA BUS. PARK II 0700 - Signatures missing - Not Signed
0700 - Signatures missing - Missing Signature
of assignment for Lehman to Blank
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0700 - Signatures missing - Missing Signature
on allonge from Lehman to Blank
3313 - Endorsement(s) is incomplete -
Missing endorsement to Trustee
0702 - Document is missing
220 JEFFERSON PARK APARTMENTS (I) 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-12-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
220 JEFFERSON PARK APARTMENTS (I) MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
231 JEFFERSON PARK APARTMENTS (II) ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
235 POWER MEDICAL LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
240 WOODBERRY FOREST-REO, LP ON HAND GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
MORTGAGE TO TRUSTEE
220 JEFFERSON PARK APARTMENTS (I) 0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
231 JEFFERSON PARK APARTMENTS (II) 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing - ASSIGNMENT OF
MORTGAGE TO TRUSTEE
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
235 POWER MEDICAL LLC 1619 - Original in file but not recorded
0702 - Document is missing
0411 - Misc. information - ASSIGNMENT TO BLANK
SHOULD BE TO LASALLE AS TRUSTEE
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
240 WOODBERRY FOREST-REO, LP 0702 - Document is missing
0702 - Document is missing - MISSING
ASSIGNMENT TO LASALLE
3313 - Endorsement(s) is incomplete - LEHMAN
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
240 WOODBERRY FOREST-REO, LP TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE RECEIVED -REVIEWED
RB22 SEABOARD EQUITIES, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
RB23 REAL ESTATE 2000 ASSOC., L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
RB24 SEABOARD SHELTON INVESTORS, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
Doc Memo:filed in Town of Shelton, Connecticut
UNIFORM CODE 3 RECEIVED -REVIEWED
RB25 SEABOARD STAMFORD INVESTOR ASSOC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
RB26 THREE STAMFORD LANDINGS ASSOC., LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BROS TO TRUSTEE
240 WOODBERRY FOREST-REO, LP 0702 - Document is missing - Proforma copy in
file
0702 - Document is missing
3510 - Copy only in file - UNRECORDED COPY
RB22 SEABOARD EQUITIES, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0411 - Misc. information - ONLY 1 UCC3
PROVIDED
RB23 REAL ESTATE 2000 ASSOC., L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - ONLY 1 UCC3
PROVIDED
RB24 SEABOARD SHELTON INVESTORS, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
UCCM - UCC1 COUNTY FILING IS MISSING
0411 - Misc. information - ONLY ONE UCC3
PROVIDED
RB25 SEABOARD STAMFORD INVESTOR ASSOC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Commitment in
file
0411 - Misc. information - ONLY 1 UCC1
0411 - Misc. information - ONLY 1 UCC3
PROVIDED
RB26 THREE STAMFORD LANDINGS ASSOC., LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Commitment in
file
0411 - Misc. information - ONLY 1 UCC1
0411 - Misc. information - ONLY ONE UCC3
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RB30 FSF BAY HARBOUR ASSOCIATES, L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:endorsed in blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
Doc Memo:mark-up policy only
RB32 FSF WARWICK ASSOCIATES, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:incl. endorsement from lehman to blank
RB33 FSF WOOD TRAILS ASSOCIATES, LP ON HAND ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:incl allonge to blank
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RB35 FSF LAS COLINAS ASSOCIATES, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:incl allonge to blank
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RB65 AS VENTURES, INC. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
OMNIBUS AGREMNT NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RB78 FELICE REALTY COMPANY ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RB86 MIDPARC ASSOCIATES, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RB30 FSF BAY HARBOUR ASSOCIATES, L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
RB32 FSF WARWICK ASSOCIATES, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
RB33 FSF WOOD TRAILS ASSOCIATES, LP 0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - sig page only
RB35 FSF LAS COLINAS ASSOCIATES, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - sig page only
RB65 AS VENTURES, INC. 3510 - Copy only in file
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
RB78 FELICE REALTY COMPANY 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
RB86 MIDPARC ASSOCIATES, LLC 3312 - Endorsement(s) are missing or
incorrect. - MISSING END FOR CON. NOTE TO
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RB86 MIDPARC ASSOCIATES, LLC NOTE INSTRUMENT
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
Memo:FILE INCLUDES CONSOLIDATION DOCUMENTS FOR $550,000 EARN-OUT ADVANCE
RC26 LAKE WAVERLY ASSOCIATES, LP ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ACQUISITION ASN RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:ENDORSED TO LEHMAN
OMNIBUS AGREMNT NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
Doc Memo:D:LAKE WAVERLY SP:BANC ONE MORT CAP;
RC43 MONROE III, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
OMNIBUS AGREMNT RECEIVED -REVIEWED
RC45 DALTEX PERIMETER, INC. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
Doc Memo:mark-up commitment
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
RC63 OAK RIDGE CORPORATE PARTNERS-I, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:with allonge to blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BLANK OR LASALLE AS TRUSTEE
RB86 MIDPARC ASSOCIATES, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
RC26 LAKE WAVERLY ASSOCIATES, LP UNRC - DOC NOT IN RECORDABLE FORM - NO
REFERENCE TO ORIG DOCUMENT RECORDING
INFORMATION
UNRC - DOC NOT IN RECORDABLE FORM - NO
REFERENCE TO ORIG DOCUMENT RECORDING
INFORMATION
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
STATE & COUNTY IN FILE
RC43 MONROE III, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file - SIGNATURE IS
PHOTOCOPY
RC45 DALTEX PERIMETER, INC. 3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Commitment in
file
0702 - Document is missing
RC63 OAK RIDGE CORPORATE PARTNERS-I, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RC64 OAK RIDGE TECH CTR PARTNERS ONE, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RC65 OAK RIDGE TECH CTR PARTNERS-TWO, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
RC66 OAK RIDGE TECH CTR PARTNERS THREE ON HAND MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
RC67 OAK RIDGE TECH CTR PARTNERS-FOUR LP ON HAND ENVIROMENTL AGR RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:WITH ALLONGE TO BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RC68 OAK RIDGE TECH CTR PARTNERS-SIX, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RC73 PAVILION RIVERSIDE LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RC64 OAK RIDGE TECH CTR PARTNERS ONE, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0411 - Misc. information - ONE ONE UCC1-
UNDETERMINED PLACE OF FILING
3510 - Copy only in file
RC65 OAK RIDGE TECH CTR PARTNERS-TWO, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
RC66 OAK RIDGE TECH CTR PARTNERS THREE 0700 - Signatures missing - NOTARY SIGS
MISSING
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
RC67 OAK RIDGE TECH CTR PARTNERS-FOUR LP 0700 - Signatures missing - DOC NOT SIGNED BY
BORROWER/PRINCIPAL
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
RC68 OAK RIDGE TECH CTR PARTNERS-SIX, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
RC73 PAVILION RIVERSIDE LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
0702 - Document is missing
0411 - Misc. information - only one ucc3
provided - unknown number/location ucc1
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RC80 1OTH NORTH INDUSTRIAL, L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
RC91 DEAD RIVER CAUSEWAY, LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RC92 KABRO OF COOPERBURG, LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RD01 MCSALEM VILLAGE, LC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
RD04 MVP PN ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RC80 1OTH NORTH INDUSTRIAL, L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
0702 - Document is missing
0702 - Document is missing - State filing
missing
RC91 DEAD RIVER CAUSEWAY, LLC 3510 - Copy only in file - COPY UNRECORDED
3510 - Copy only in file - copy unrecorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
COMMITMENT IN FILE
3510 - Copy only in file - COPY UNRECORDED
RC92 KABRO OF COOPERBURG, LLC 0702 - Document is missing
UNRC - DOC NOT IN RECORDABLE FORM - REFERENCE
TO ORIG MORTGAGE IN ERROR-APPEARS TO BE DOT
ASMT
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
0700 - Signatures missing - DEBTOR SIGS
MISSING
3510 - Copy only in file
RD01 MCSALEM VILLAGE, LC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
RD04 MVP PN 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - state filing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RD23 VILLAGE SQUARE EAST LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RD26 LAKHA-ALDERWOOD PROPERTIES, LLC ON HAND INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:WARD COOK TO LEHMAN
NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
INTERIM UCC NOT RECEIVED-NOT REVIEWED
RD28 COUNTRY CLUB ASSOCIATES, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
RD49 LOS MARES THEATER PLAZA, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:HOLLIDAY-BLANK
RD53 UNIVERSITY BUSINESS CENTER, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
RD56 MATHEWS VENTURES LLC ON HAND MODIFICATION RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
RD57 NHM REALTY LLC ON HAND GUARANTY RECEIVED -REVIEWED
Doc Memo:TWO GUARANTY DOCUMENTS IN FILE
MODIFICATION RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RD23 VILLAGE SQUARE EAST LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
0702 - Document is missing
RD26 LAKHA-ALDERWOOD PROPERTIES, LLC 3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
0702 - Document is missing - WARD COOK-LEHMAN
RD28 COUNTRY CLUB ASSOCIATES, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
RD49 LOS MARES THEATER PLAZA, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
1619 - Original in file but not recorded - ONE
DUPLICATE UCC1 - LOCATION OF FILING UNKNOWN
0702 - Document is missing - HOLLIDAY-BLANK
RD53 UNIVERSITY BUSINESS CENTER, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
RD56 MATHEWS VENTURES LLC 3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
RD57 NHM REALTY LLC 0700 - Signatures missing - GUARANTY OF PMT
DOC NOT SIGNED BY LENDER-FOWLER
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RD57 NHM REALTY LLC TITLE POLICY NOT RECEIVED-NOT REVIEWED
RD60 GARDENWALK APARTMENTS, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
RD67 AUTO CARE CENTERS OF RED ROAD, INC. ON HAND MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RD70 AUTO CARE CENTERS OF SOUTHERN BLVD. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
RD71 NEWARK CENTER, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RD72 HIGH PINE, INC. ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ACQUISITION ASN RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BROS TO TRUSTEE
RD57 NHM REALTY LLC 0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
RD60 GARDENWALK APARTMENTS, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0411 - Misc. information - ONLY ONE UCC3
PROVIDED FOR TWO UCC1 FILINGS
RD67 AUTO CARE CENTERS OF RED ROAD, INC. 3510 - Copy only in file - not certified
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file
RD70 AUTO CARE CENTERS OF SOUTHERN BLVD. 3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file
0700 - Signatures missing - one of the ucc3
docs is not signed by Holliday
RD71 NEWARK CENTER, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
RD72 HIGH PINE, INC. UNRC - DOC NOT IN RECORDABLE FORM -
ASSSIGNMENT DOES NOT PROVIDE SPACE FOR
RECORDING INFORMATION
UNRC - DOC NOT IN RECORDABLE FORM - ASSIGNMENT
DOES NOT PROVIDE SPACE FOR RECORDING
INFORMATION
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-20-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RD72 HIGH PINE, INC. NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE COMMITM'T NOT RECEIVED-NOT REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RD77 YOUNGSTOWN LOGANGATE ASSOCIATES, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RD80 PICASSO TOWER, INC. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RD83 LAWRENCE REALTY PARTNERS, L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
RD98 FLINT'S CROSSING, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
RE01 LA SIERRA INVESTORS ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RE15 C&K HOLDING COMPANY, INC. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RD72 HIGH PINE, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
3510 - Copy only in file - NOT CERTIFIED
RD77 YOUNGSTOWN LOGANGATE ASSOCIATES, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
3510 - Copy only in file - COPY UNRECORDED
RD80 PICASSO TOWER, INC. 3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file
RD83 LAWRENCE REALTY PARTNERS, L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
RD98 FLINT'S CROSSING, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
RE01 LA SIERRA INVESTORS 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
0702 - Document is missing
RE15 C&K HOLDING COMPANY, INC. 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-21-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RE15 C&K HOLDING COMPANY, INC. NOTE INSTRUMENT
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RE20 MH, LTD. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
RE37 INWAY WEST CHESTER PLACE ASSOCIATES ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
RE41 HARMS ROAD ASSOCIATES LP ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASSN OF MGMT AG NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
RE49 GROVE ONE APARTMENTS, INC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
RE51 BROOKE MANAGEMENT VENTURE ON HAND ENVIROMENTL AGR RECEIVED -REVIEWED
GUARANTY RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
RE15 C&K HOLDING COMPANY, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
0702 - Document is missing
RE20 MH, LTD. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - 1 UCC3 PROVIDED
NOT SIGNED APPEAR TO BE 2 ORIG UCC1
0702 - Document is missing - STATE FILING
RE37 INWAY WEST CHESTER PLACE ASSOCIATES 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
RE41 HARMS ROAD ASSOCIATES LP 0702 - Document is missing - LEHMAN-BLANK
0702 - Document is missing
0702 - Document is missing - LEHMAN-BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - LEHMAN-BLANK
0702 - Document is missing
RE49 GROVE ONE APARTMENTS, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COUNTY FILING
RE51 BROOKE MANAGEMENT VENTURE 0700 - Signatures missing - SEVERAL
INDEMNITOR'S SIGS MISSING
0700 - Signatures missing - SEVERAL OF
GUARANTOR'S SIGS ARE MISSING
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-22-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RE75 NHTC REAL ESTATE, INC. ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ACQUISITION ASN RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
RE81 ZIONS SUITES ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
SECURITY AGREMT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
RE88 FURNITURE EXECUTIVES NO. 2, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
RE95 STONE RIDGE APARTMENTS, LLC ON HAND AALR TO TRUST NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RE75 NHTC REAL ESTATE, INC. UNRC - DOC NOT IN RECORDABLE FORM - FORM OF
ASSIGNMENT DOES NOT PROVIDED FOR REC
INFORMATION
UNRC - DOC NOT IN RECORDABLE FORM - FORM OF
ASSIGNMENT DOES NOT PROVIDE FOR REC
INFORMATION
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - STATE FILING
RE81 ZIONS SUITES 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0700 - Signatures missing - LENDER SIG BLOCK
NOT EXECUTED BY BANC ONE
0700 - Signatures missing - signature page not
attached
1608 - Rec. info. or legal desc. is missing or
doesn't agree w/DofT - COPY OF STATE FILING-
RECORDING STAMP/NUMBERS NOT LEGIBLE
RE88 FURNITURE EXECUTIVES NO. 2, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
RE95 STONE RIDGE APARTMENTS, LLC 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - MISSING GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-23-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RE95 STONE RIDGE APARTMENTS, LLC UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
RG00 WESTVALE PLAZA LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler, Goedecke to blank
ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
Doc Memo:FOWLER-BLANK
GAP MORTGAGE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
MODIFICATION RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
NOTE MODIFICA RECEIVED -REVIEWED
Doc Memo:Listed as '...13th day of January
1998, 1996...'
NOTE INSTRUMENT RECEIVED -REVIEWED
OMNIBUS AGREMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:FOWLER-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler, Goedecke to blank
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler, Goedecke to blank
UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RE95 STONE RIDGE APARTMENTS, LLC 0702 - Document is missing
RG00 WESTVALE PLAZA LLC 0702 - Document is missing - Fowler, Goedecke
to blank
1619 - Original in file but not recorded - Not
certified 'true and correct'
0702 - Document is missing - FOWLER-BLANK
3510 - Copy only in file - Not certified 'true
and correct'
1619 - Original in file but not recorded - Not
certified 'true and correct'
0201 - Date is missing or incorrect - Listed
as '...13th day of January 1998, 1996...'
0700 - Signatures missing - Not signed by
lender (Fowler, Goedecke...)
3312 - Endorsement(s) are missing or
incorrect. - Missing Fowler, Goedecke to blank
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - FOWLER-BLANK
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
0702 - Document is missing - Fowler, Goedecke
to blank
0702 - Document is missing - Fowler, Goedecke
to blank
3510 - Copy only in file - Not certified 'true
and correct'
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-24-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
RG00 WESTVALE PLAZA LLC UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
Memo:The mortgage in this file is the pre-Fowler, Goedecke mortgages.
The note in this file is the pre-Fowler, Goedecke notes.
RG91 OCA HOLDINGS, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
RH02 HOFFMANN MANOR OF LONG BEACH, LLC ON HAND CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:consolidated note
RH19 SHELFER-HIRSHBERG PARTNERSHIP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
RH95 AUTO MALL ASSOCIATES ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Allonge made to Mellon and assignees
WWDC WWDC INDUSTRIAL PARK, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
CRANE CRANE TRADING, L.L.C. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
RG00 WESTVALE PLAZA LLC 0702 - Document is missing
Memo:The mortgage in this file is the pre-Fowler, Goedecke mortgages.
The note in this file is the pre-Fowler, Goedecke notes.
RG91 OCA HOLDINGS, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
RH02 HOFFMANN MANOR OF LONG BEACH, LLC 0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - Allonge to blank is not signed
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
RH19 SHELFER-HIRSHBERG PARTNERSHIP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
RH95 AUTO MALL ASSOCIATES 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
WWDC WWDC INDUSTRIAL PARK, LLC 3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
CRANE CRANE TRADING, L.L.C. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0700 - Signatures missing - ONE UCC3 NOT
SIGNED BY NORTHLAND
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-25-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
TATES TATES CREEK SOUTH ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
972429 STEWART SHOPPING CENTER ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
972702 SHOPPERS FAIR LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
972875 SHEPARD PLAZA ON HAND NOTE INSTRUMENT NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
972880 POINT WEST ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
972883 THE COMMONS SHOPPING CENTER ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
972933 FORD CENTRE ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
TATES TATES CREEK SOUTH 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
972429 STEWART SHOPPING CENTER 0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
972702 SHOPPERS FAIR LLC 0702 - Document is missing - FOWLER-
LEHMAN/BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - FLWLER-
LEHMAN/BLANK
0702 - Document is missing - STATE FILING
972875 SHEPARD PLAZA 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
972880 POINT WEST 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF
COMMITMENT IN FILE
0702 - Document is missing
972883 THE COMMONS SHOPPING CENTER 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
972933 FORD CENTRE 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-26-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
972936 90 STATE STREET OFFICE BUILDING ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
972938 LAGUNA VILLAGE SHOPPING CENTER ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
973053 DOGWOOD STATION SHOPPING CENTER ON HAND UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
973440 MEANDERING STREAM ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
973441 MEANDERING STREAM ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
973449 WALTHAM STORAGE DEPOT ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
973460 ATRIUM NORTHWOOD L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
97280092 SB TRI-CITY ASSOCIATES, LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
972936 90 STATE STREET OFFICE BUILDING 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
972938 LAGUNA VILLAGE SHOPPING CENTER 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
973053 DOGWOOD STATION SHOPPING CENTER 0702 - Document is missing
973440 MEANDERING STREAM 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
973441 MEANDERING STREAM 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
973449 WALTHAM STORAGE DEPOT 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing - STATE FILING
973460 ATRIUM NORTHWOOD L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing - STATE FILING
97280092 SB TRI-CITY ASSOCIATES, LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
1619 - Original in file but not recorded
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-27-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
COLUMBIA COLUMBIA STATION APARTMENTS, LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
ROYALTON CECIL MILTON AND FRANK MILTON, TTE ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
SEMINOLE GULF REALTY OF ORLANDO, LTD. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
INTERIM AALR NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
INTERIM UCC NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
961213004 TDW INVESTMENT GROUP, LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
COLUMBIA COLUMBIA STATION APARTMENTS, LLC 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
ROYALTON CECIL MILTON AND FRANK MILTON, TTE 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
SEMINOLE GULF REALTY OF ORLANDO, LTD. 0702 - Document is missing - LEGG MASON MTG
CAPITAL-BLANK
0702 - Document is missing - LEGG MASON REAL
ESTATE-LEGG MASON MTG CAPITAL
0702 - Document is missing - LEGG MASON MTG
CAPITAL - BLANK
0702 - Document is missing - LEGG MASON REAL
ESTATE-LEGG MASON MTG CAPITAL
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - LEGG MASON REAL
ESTATE-LEGG MASON MTG CAPITAL
0702 - Document is missing - LEGG MASON MTG
CAPITAL-BLANK
0702 - Document is missing - STATE FILING
961213004 TDW INVESTMENT GROUP, LLC 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-28-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
961213004 TDW INVESTMENT GROUP, LLC UCC1-FIN. STMT. RECEIVED -REVIEWED
INTERIM UCC NOT RECEIVED-NOT REVIEWED
961219024 AUTO CARE CENTERS OF WEST BOCA, INC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970416020 DESERPA COLORADO ONE, LLC ON HAND MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains Allonge from Northland
to blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Northland to blank
970423003 LAWRENCE COMMONS PROFESSIONAL BLDG ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Holliday Fenoglio to blank
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
961213004 TDW INVESTMENT GROUP, LLC 3510 - Copy only in file
0702 - Document is missing
961219024 AUTO CARE CENTERS OF WEST BOCA, INC 3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file
970416020 DESERPA COLORADO ONE, LLC 1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
1619 - Original in file but not recorded
0702 - Document is missing - missing UCC
assignment from Northland to blank
970423003 LAWRENCE COMMONS PROFESSIONAL BLDG 1619 - Original in file but not recorded - Not
certified 'true and correct'
1619 - Original in file but not recorded - Not
certified 'true and correct'
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - Holliday Fenoglio
to blank
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-29-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970423003 LAWRENCE COMMONS PROFESSIONAL BLDG UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
970424006 LYELL-MT. READ BUSINESS CENTER LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
970514012 PARKWAY PLAZA, L.L.C. ON HAND MORTGAGE RECEIVED -REVIEWED
Doc Memo:Consolidation, Modification, Spreader
and Extension Agreemen
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Consolidation, Extension and
Restatement of Notes Agreement
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970520002 J.T. ENTERPRISES, L.L.P. ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
Doc Memo:Laureate Realty to blank
INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:Laureate Realty to blank
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970520018 ACADEMY CROSSING ASSOCIATES ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
ACQUISITION ASN RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970423003 LAWRENCE COMMONS PROFESSIONAL BLDG 3510 - Copy only in file - Not certified 'true
and correct'
0702 - Document is missing
970424006 LYELL-MT. READ BUSINESS CENTER LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970514012 PARKWAY PLAZA, L.L.C. 1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970520002 J.T. ENTERPRISES, L.L.P. 1619 - Original in file but not recorded
1619 - Original in file but not recorded
0702 - Document is missing - missing
assignment from Lehman to blank
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file
970520018 ACADEMY CROSSING ASSOCIATES 0411 - Misc. information - WASH MTG TO LEHMAN
1619 - Original in file but not recorded
0411 - Misc. information - WASH MTG TO BLANK
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-30-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970520018 ACADEMY CROSSING ASSOCIATES MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
OMNIBUS AGREMNT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970521010 MERRITT SQUARE MARKETPLACE ASSOCIAT ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
INTERIM ASSN 1 RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Leasehold Mortgage and Security
Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970527007 PLAYERS CLUB APARTMENTS ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
Doc Memo:Legg Mason RE Services to Legg Mason
Mtg. Capital
INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:Legg Mason RE Services to Legg Mason
Mtg. Capital
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
INTERIM UCC RECEIVED -REVIEWED
Doc Memo:Legg Mason RE Services to Legg Mason
Mtg. Capital
UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970520018 ACADEMY CROSSING ASSOCIATES 1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - ASSIGNMENT RUNS
FROM WASH MTG TO LEHMAN
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
1619 - Original in file but not recorded
970521010 MERRITT SQUARE MARKETPLACE ASSOCIAT 3510 - Copy only in file
3510 - Copy only in file - copy, no recording
3510 - Copy only in file - Copy, not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
970527007 PLAYERS CLUB APARTMENTS 1619 - Original in file but not recorded -
Legg Mason RE Services to Legg Mason Mtg.
Capital
1619 - Original in file but not recorded -
Legg Mason RE Services to Legg Mason Mtg.
Capital
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
1619 - Original in file but not recorded -
Legg Mason RE Services to Legg Mason Mtg.
Capital
3510 - Copy only in file - Not certified 'true
and correct'
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-31-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970527007 PLAYERS CLUB APARTMENTS UCC-1 - STATE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
970529013 HEBSPC LAREDO, INC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
970604008 LAWRENCE & GEYSER BASELINE, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970604010 SC BAKERSFIELD INVESTORS ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970604011 OP 1, L.L.C. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:LABETTE COUNTY--UNRECORDED COPY
UCC-1 - STATE RECEIVED -REVIEWED
Doc Memo:KANSAS SECRETARY OF STATE--UNRECORDED
COPY
970609002 LATHAM MEDICAL BUILDING ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
Doc Memo:Legg Mason Dorman & Wilson to Legg
Mason Mtg. Capital
INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
Doc Memo:Berkshire Life to Legg Mason
INTERIM ASSN 2 RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970527007 PLAYERS CLUB APARTMENTS 3510 - Copy only in file - Not certified 'true
and correct'
970529013 HEBSPC LAREDO, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
970604008 LAWRENCE & GEYSER BASELINE, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970604010 SC BAKERSFIELD INVESTORS 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970604011 OP 1, L.L.C. 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file - LABETTE COUNTY--
UNRECORDED COPY
3510 - Copy only in file - KANSAS SECRETARY OF
STATE--UNRECORDED COPY
970609002 LATHAM MEDICAL BUILDING 1619 - Original in file but not recorded -
Legg Mason Dorman & Wilson to Legg Mason Mtg.
Capital
0702 - Document is missing - Berkshire Life to
Legg Mason
1619 - Original in file but not recorded -
Legg Mason Dorman & Wilson to Legg Mason Mtg.
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-32-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
Doc Memo:Legg Mason Dorman & Wilson to Legg
Mason Mtg. Capital
970609002 LATHAM MEDICAL BUILDING GAP MORTGAGE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
MODIFICATION RECEIVED -REVIEWED
Doc Memo:Missing acknowledgement for Legg
Mason notary
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Consolidation
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 INTERIM-CTY RECEIVED -REVIEWED
Doc Memo:Legg Mason Dorman & Wilson to Legg
Mason Mtg. Capital
UCC3 INTERIM-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Legg Mason Dorman & Wilson to Legg
Mason Mtg. Capital
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Legg Mason Dorman & Wilson to Legg
Mason Mtg. Capital
UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
Memo:The Note in this file represents the pre-Legg Mason
notes. The Mortgage in this file represents the
pre-Legg Mason mortgages.
970611006 TT GREEN OAKS NORTH, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
Capital
970609002 LATHAM MEDICAL BUILDING 1619 - Original in file but not recorded - Not
certified 'true and correct'
1619 - Original in file but not recorded - Not
certified 'true and correct'
2309 - Notary information is missing or
incorrect - Missing acknowledgement for Legg
Mason notary
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF
COMMITMENT IN FILE
1619 - Original in file but not recorded -
Legg Mason Dorman & Wilson to Legg Mason Mtg.
Capital
0702 - Document is missing - Legg Mason Dorman
& Wilson to Legg Mason Mtg. Capital
0702 - Document is missing - Legg Mason Dorman
& Wilson to Legg Mason Mtg. Capital
3510 - Copy only in file - Not certified 'true
and correct'
0702 - Document is missing
Memo:The Note in this file represents the pre-Legg Mason
notes. The Mortgage in this file represents the
pre-Legg Mason mortgages.
970611006 TT GREEN OAKS NORTH, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-33-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970611012 SHOPPES (THE), LLP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:SLP > LRSI > blank
UCC1-FIN. STMT. RECEIVED -REVIEWED
970611022 WHL 1976 T, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970611032 MCCLINTOCK ENTERPRISES II ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Memo:970611032 AND 33 ARE IN THE SAME FOLDER
970611033 MCCLINTOCK ENTERPRISES II ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Memo:970611032 AND 33 ARE IN THE SAME FOLDER
970611034 CLEARWATER VILLAGE, LP ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Laureate Realty to blank
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:Laureate to blank
970618004 J.T. ENTERPRISES, L.L.P. ON HAND CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970611012 SHOPPES (THE), LLP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
970611022 WHL 1976 T, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970611032 MCCLINTOCK ENTERPRISES II 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
Memo:970611032 AND 33 ARE IN THE SAME FOLDER
970611033 MCCLINTOCK ENTERPRISES II 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
Memo:970611032 AND 33 ARE IN THE SAME FOLDER
970611034 CLEARWATER VILLAGE, LP 1619 - Original in file but not recorded
1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
1619 - Original in file but not recorded
970618004 J.T. ENTERPRISES, L.L.P. 0702 - Document is missing - missing
assignment from Lehman to blank
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-34-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970618004 J.T. ENTERPRISES, L.L.P. INTERIM UCC RECEIVED -REVIEWED
Doc Memo:Laureate to blank
970618030 ALMA PARK JOINT VENTURE LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970619001 CHASTAIN WOODS, LLC ON HAND LOAN AGRMT RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
970619015 CHASTAIN TOWNHOUSES, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
970619016 CHASTAIN WESTCOVE, LLC ON HAND GUARANTY RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
970619017 CHASTAIN CROSSING, LLC ON HAND GUARANTY RECEIVED -REVIEWED
LOAN AGRMT RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
COMMITMENT IN FILE
970618004 J.T. ENTERPRISES, L.L.P. 1619 - Original in file but not recorded
970618030 ALMA PARK JOINT VENTURE LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970619001 CHASTAIN WOODS, LLC 3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - RECORDED COPY
0411 - Misc. information - ONLY ONE UCC3
PROVIDED - 2 UCC1 DOCS FILED
970619015 CHASTAIN TOWNHOUSES, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - ONLY 1 UCC1
PROVIDED
970619016 CHASTAIN WESTCOVE, LLC 0411 - Misc. information - INFORMATION ONLY: 2
GUARANTY DOCS FOR THIS LOAN
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
0411 - Misc. information - ONLY ONE UCC3
PROVIDED - 2 UCC1 PROVIDED
1619 - Original in file but not recorded
970619017 CHASTAIN CROSSING, LLC 0411 - Misc. information - INFORMATION ONLY: 2
GUARANTY DOCS FOR THIS LOAN
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-35-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970619017 CHASTAIN CROSSING, LLC UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
970619018 CHASTAIN VILLAGE, LLC ON HAND GUARANTY RECEIVED -REVIEWED
LOAN AGRMT RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
970626029 RMC INVESTMENTS LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970626034 GTS PROPERTY LAS VEGAS INC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and SECA
NOTE INSTRUMENT RECEIVED -REVIEWED
970626042 CHEROKEE SHOPPING CENTER, L.L.C. ON HAND CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Northland Financial Company to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
Doc Memo:marked up copy only
970702002 WILLOW STREAM APARTMENTS-NORTH, L.L ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
Doc Memo:Holliday Fenoglio to blank; NOT
certified as true and correc
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Consolidation, Extension and
Restatement of Note Agreement
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
COMMITMENT IN FILE
970619017 CHASTAIN CROSSING, LLC 3510 - Copy only in file - RECORDED COPY
0411 - Misc. information - ONLY 1 UCC3
PROVIDED
970619018 CHASTAIN VILLAGE, LLC 0411 - Misc. information - INFORMATION ONLY: 2
GUARANTY DOCS FOR THIS LOAN
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970626029 RMC INVESTMENTS LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970626034 GTS PROPERTY LAS VEGAS INC 1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970626042 CHEROKEE SHOPPING CENTER, L.L.C. 1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970702002 WILLOW STREAM APARTMENTS-NORTH, L.L 1619 - Original in file but not recorded - nor
certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-36-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970702002 WILLOW STREAM APARTMENTS-NORTH, L.L TITLE POLICY NOT RECEIVED-NOT REVIEWED
970702018 MOUNTAIN SPRINGS JOINT VENTURE ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
970702029 SEA LIMITED PARTNERSHIP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:SLP > LMRES LMRES>LMMCC
LMMCC>blank
TITLE POLICY RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970703001 RUTGERS PLAZA II, LTD ON HAND ACQUISITION ASN RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
970708007 EASTPOINT PARTNERS, L.P. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:EPLP > LBHI
MORTGAGE RECEIVED -REVIEWED
Doc Memo:EPLP > LBHI
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:EPLP > LBHI
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970709009 R & R PARTNERS, LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970702002 WILLOW STREAM APARTMENTS-NORTH, L.L 0702 - Document is missing
970702018 MOUNTAIN SPRINGS JOINT VENTURE 0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970702029 SEA LIMITED PARTNERSHIP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
D
0702 - Document is missing
3510 - Copy only in file
970703001 RUTGERS PLAZA II, LTD 3510 - Copy only in file - NOT ORIGINAL
SIGNATURES - HOLLIDAY-BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970708007 EASTPOINT PARTNERS, L.P. 3510 - Copy only in file - EPLP > LBHI
3510 - Copy only in file - EPLP > LBHI
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF PRO FORMA
POLICY IN FILE
3510 - Copy only in file
970709009 R & R PARTNERS, LLC 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED - ONE
ONLY
0411 - Misc. information - ONE UCC3 ONLY
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-37-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970709016 FIVE POINTS, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970709022 LAMAC, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
970711003 RIVER OAKS LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
970715011 DL CREEKSIDE BUSINESS PARK, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
Memo:
970716010 WELLPLAY GP, INC. TRUSTEE ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains allonge from Lehman
to blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970717005 SHERMAN STREET APARTMENTS, L.L.C. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains allonge from Northland
to blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970709016 FIVE POINTS, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970709022 LAMAC, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing - LEGG MASON MTG
CAP - BLANK
970711003 RIVER OAKS LLC 0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970715011 DL CREEKSIDE BUSINESS PARK, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - MISSING UCC
ASSIGNMENTS TO BLANK
0702 - Document is missing - STATE FILING
Memo:
970716010 WELLPLAY GP, INC. TRUSTEE 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file
970717005 SHERMAN STREET APARTMENTS, L.L.C. 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-38-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970717005 SHERMAN STREET APARTMENTS, L.L.C. UCC1-FIN. STMT. RECEIVED -REVIEWED
970717018 CROSSROADS WEST ASSOCIATES LIMITED ON HAND INTERIM ASSN 1 RECEIVED -REVIEWED
CORP. ASSIGNMNT RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
970721004 SHAKER LOUDOUN PLAZA ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
Doc Memo:Chase (Chemical) to Holliday Fenoglio
GAP MORTGAGE RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
MODIFICATION RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
MORTGAGE NOT RECEIVED-NOT REVIEWED
Doc Memo:Pre-Holliday Fenoglio mortgages
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Consolidation
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
Doc Memo:Holliday Fenoglio, LP to blank
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
Memo:The mortgage in this file represents the pre-Holliday
Fenoglio mortgages. The note in this file represents
the pre-Holliday Fenoglio notes.
970723001 GRANADA/TURNBERRY, LTD. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970717005 SHERMAN STREET APARTMENTS, L.L.C. 1619 - Original in file but not recorded
970717018 CROSSROADS WEST ASSOCIATES LIMITED 0411 - Misc. information - not recorded
0411 - Misc. information - not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - not recorded
970721004 SHAKER LOUDOUN PLAZA 1619 - Original in file but not recorded - Not
certified 'true and correct'
0702 - Document is missing - Chase (Chemical)
to Holliday Fenoglio
1619 - Original in file but not recorded - Not
certified 'true and correct'
1619 - Original in file but not recorded - Not
certified 'true and correct'
0702 - Document is missing - Pre-Holliday
Fenoglio mortgages
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - Holliday
Fenoglio, LP to blank
0702 - Document is missing
Memo:The mortgage in this file represents the pre-Holliday
Fenoglio mortgages. The note in this file represents
the pre-Holliday Fenoglio notes.
970723001 GRANADA/TURNBERRY, LTD. 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-39-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970723001 GRANADA/TURNBERRY, LTD. TITLE POLICY NOT RECEIVED-NOT REVIEWED
970723003 WEST RIVER OAKS, LTD. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970723006 BAUSTIN OAK PARK, LTD. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970723009 SCHICKEL ENTERPRISES LIMITED PARTNE ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970723022 2 SUMMIT COURT ON HAND INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
Doc Memo:Mid-Hudson Savings Bank FSB to First
Union Nat. Bank
INTERIM ASSN 2 RECEIVED -REVIEWED
INTERIM ASSN 3 RECEIVED -REVIEWED
CORP. ASSIGNMNT RECEIVED -REVIEWED
MODIFICATION RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BROS TO TRUSTEE
970723001 GRANADA/TURNBERRY, LTD. 0702 - Document is missing
970723003 WEST RIVER OAKS, LTD. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970723006 BAUSTIN OAK PARK, LTD. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970723009 SCHICKEL ENTERPRISES LIMITED PARTNE 1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970723022 2 SUMMIT COURT 0702 - Document is missing - Mid-Hudson
Savings Bank FSB to First Union Nat. Bank
0804 - Lender name is missing or incorrect -
'FSB' missing from 'Mid-Hudson Savings Bank
FSB'
3510 - Copy only in file - First Union to Legg
Mason Dorman & Wilson
1619 - Original in file but not recorded -
Legg Mason to Legg Mason Mtg. Capital not
certified 'true..'
4301 - Assignment is not in recordable form -
'FSB' missing from 'Mid-Hudson Savings Bank
FSB'
4301 - Assignment is not in recordable form -
'FSB' missing from 'Mid-Hudson Savings Bank
FSB'
0804 - Lender name is missing or incorrect
Rejected recording- FSB missing from Hudson
Savings Bank FSB
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-40-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
Doc Memo:Rejected: 'FSB' missing from
'Mid-Hudson Savings Bank FSB'
970723022 2 SUMMIT COURT NOTE INSTRUMENT NOT RECEIVED-NOT REVIEWED
UCC3 INTERIM-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Legg Mason Dorman & Wilson->Legg Mason
Mtg. Capital
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Legg Mason Mtg. Capital to blank
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
970724009 SUNNYSLOPE INVESTMENTS NO 1 LTD ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Mellon Mortgage to Lehman
970724017 1870 ASSOCIATES, INC ON HAND LETTER OF CREDT RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970724019 1613 DUKE STREET ASSOCIATES ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:NEED ALLONGE HOLLIDAY FENIGLIO TO
BLANK
UCC1-FIN. STMT. RECEIVED -REVIEWED
970730009 ADVANCED GROUP 93-3 ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970723022 2 SUMMIT COURT 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Legg Mason Dorman
& Wilson->Legg Mason Mtg. Capital
0702 - Document is missing - Legg Mason Mtg.
Capital to blank
0702 - Document is missing
970724009 SUNNYSLOPE INVESTMENTS NO 1 LTD 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - missing UCC
assignment from Mellon Mortgage to Lehman
970724017 1870 ASSOCIATES, INC 3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970724019 1613 DUKE STREET ASSOCIATES 3510 - Copy only in file
1600 - Acquisition Assignment missing
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
970730009 ADVANCED GROUP 93-3 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-41-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970730010 IGP X SHADOW RIDGE MEADOWS, LTD. ON HAND CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Mellon Mortgage to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:Mellon to blank
970731003 VR27 PARTNERSHIP, LTD. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASSN OF MGMT AG RECEIVED -REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
970731016 THE ST. CLAIRSVILLE DEVELOPMENT, LP ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:LEHMAN-BLANK
NOTE INSTRUMENT RECEIVED -REVIEWED
970731027 DEERFIELD OF ROCK HILL, LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:DORHLLC > LRS
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970730010 IGP X SHADOW RIDGE MEADOWS, LTD. 1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0700 - Signatures missing
1619 - Original in file but not recorded
970731003 VR27 PARTNERSHIP, LTD. 0702 - Document is missing - HOLLIDAY-BLANK
0700 - Signatures missing - MISSING SIG OF
HOLLIDAY
0702 - Document is missing - HOLLIDAY-BLANK
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - HOLLIDAY-BLANK
0702 - Document is missing
970731016 THE ST. CLAIRSVILLE DEVELOPMENT, LP 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970731027 DEERFIELD OF ROCK HILL, LLC 0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-42-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970731031 HARBINGER CENTRE II LIM. PARTNERSHP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970801003 TAI REAL ESTATE LC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Northland Financial to Lehman; not
certified as true and cor
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and SECA and Fixture
Financing Statement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:Northland to blank
970801006 QUARRY WEST PARTNERS, LLP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970801010 ORSETT/PIEDMONT L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
REPLACEMNT RSRV RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970801011 KMART PLAZA EDGEWOOD ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:ALLONGE TO BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name LException Item
<S> <C>
970731031 HARBINGER CENTRE II LIM. PARTNERSHP O3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970801003 TAI REAL ESTATE LC O1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - UCC
assignment from Northland not certified as
true and corr
970801006 QUARRY WEST PARTNERS, LLP O3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT
970801010 ORSETT/PIEDMONT L.P. O3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0700 - Signatures missing - NOT SIGNED BY
NORTLAND (LENDER)
3510 - Copy only in file
970801011 KMART PLAZA EDGEWOOD O3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - -------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-43-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970806003 WEST TEMPLE APARTMENTS, LLC ON HAND ENVIROMENTL AGR RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970806032 HARTE HAVEN SHOPPING CENTER ON HAND INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
Doc Memo:Union Central Life to Fowler,
Goedecke...
GAP MORTGAGE RECEIVED -REVIEWED
Doc Memo:Recorded after consolidation (out of
MISC. DOCUMENTS NOT RECEIVED-NOT REVIEWED
Doc Memo:All previous notes, mortgages, etc...
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler, Goedecke... to blank
UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:Not certified 'true and correct'
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
970806044 HARBORVIEW INVESTMENTS, INC. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970806003 WEST TEMPLE APARTMENTS, LLC 0700 - Signatures missing - NOT SIGNED BY
"PRINCIPAL"
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970806032 HARTE HAVEN SHOPPING CENTER 0702 - Document is missing - Union Central
Life to Fowler, Goedecke...
0411 - Misc. information - Recorded after
consolidation (out of order)
order)
0702 - Document is missing - All previous
notes, mortgages, etc...
Doc Memo:All previous notes, mortgages, etc...
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - Fowler,
Goedecke... to blank
3510 - Copy only in file - Not certified 'true
and correct'
0702 - Document is missing
970806044 HARBORVIEW INVESTMENTS, INC. 3510 - Copy only in file -
UNCERTIFIED/UNRECORDED
3510 - Copy only in file -
UNCERTIFIED/UNRECORDED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file -
UNCERTIFIED/UNRECORDED
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-44-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970806051 11000 MIDLANTIC DRIVE ASSOCIATES LP ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASSN OF MGMT AG RECEIVED -REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
970813006 SYCAMORE SQUARE INVESTORS LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:LAUREATE-BLANK
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
970813009 HOLLAND PROPERTIES TWO, INC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
INTERIM UCC RECEIVED -REVIEWED
Doc Memo:Legg Mason Real Estate to Legg Mason
Mortgage
970813019 SAN ANTONIO HUEBNER OAKS, LTD ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:HOLLIDAY-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
Memo:
2 NOTES FOR THIS FILE
18,240,000.00
1,012,000.00
970813022 G-V ASSOCIATES, L.L.C. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970806051 11000 MIDLANTIC DRIVE ASSOCIATES LP 0702 - Document is missing - LEHMAN-BLANK
0700 - Signatures missing - DOC NOT SIGNED BY
LENDER-LEHMAN
0702 - Document is missing - LEHMAN-BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file -
UNCERTIFIED/UNRECORDED
0702 - Document is missing - LEHMAN-BLANK
970813006 SYCAMORE SQUARE INVESTORS LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970813009 HOLLAND PROPERTIES TWO, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
1619 - Original in file but not recorded
970813019 SAN ANTONIO HUEBNER OAKS, LTD 3510 - Copy only in file - UNRECORDED
3510 - Copy only in file - UNRECORDED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
Memo:
2 NOTES FOR THIS FILE
18,240,000.00
1,012,000.00
970813022 G-V ASSOCIATES, L.L.C. 3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-45-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970813022 G-V ASSOCIATES, L.L.C. NOTE INSTRUMENT
970814002 WOODLAWN COMMONS, LLC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970814009 L-F TRAILS APARTMENTS LLC ON HAND CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Northland to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains Allonge from Northland
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Northland to Lehman or to blank
970814010 L-F TERRACE APARTMENTS LLC ON HAND CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Northland to blank
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains Allonge from Northland
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Northland to Lehman or to blank
970814011 L-F ORCHID APARTMENTS LLC ON HAND CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:Northland to blank
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970813022 G-V ASSOCIATES, L.L.C. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970814002 WOODLAWN COMMONS, LLC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970814009 L-F TRAILS APARTMENTS LLC 1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
to blank
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - missing UCC
assignment from Northland to Lehman or to
blank
970814010 L-F TERRACE APARTMENTS LLC 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
to blank
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
4901 - Title Commitment or Preliminary Report
in file - file contains copy only of Pro Forma
policy
0702 - Document is missing - missing UCC
assignment from Northland to Lehman or to
blank
970814011 L-F ORCHID APARTMENTS LLC 1619 - Original in file but not recorded
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-46-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970814011 L-F ORCHID APARTMENTS LLC NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains Allonge from Northland
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Northland to Lehmand or to blank
970814016 PLANO/LANCERS, L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
970814021 PC WEXFORD ASSOCIATES LLC ON HAND MORTGAGE RECEIVED -REVIEWED
Doc Memo:Open-End Mortgage and SECA
NOTE INSTRUMENT RECEIVED -REVIEWED
970814022 PC GREENSBURG ASSOCIATES LLC ON HAND MORTGAGE RECEIVED -REVIEWED
Doc Memo:Open-End Mortgage and SECA
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970814024 X/SLC LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:NORTHLAND-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
970815002 WHITEHALL BOCA, AN ILLINOIS P'SHIP ON HAND ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970814011 L-F ORCHID APARTMENTS LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
to blank
0702 - Document is missing - missing UCC
assignment from Northland to Lehman or to
blank
970814016 PLANO/LANCERS, L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
0702 - Document is missing - LEHMAN-BLANK
970814021 PC WEXFORD ASSOCIATES LLC 1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970814022 PC GREENSBURG ASSOCIATES LLC 1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970814024 X/SLC LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
970815002 WHITEHALL BOCA, AN ILLINOIS P'SHIP 0702 - Document is missing
3510 - Copy only in file - UNRECORDED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-47-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970815002 WHITEHALL BOCA, AN ILLINOIS P'SHIP TITLE POLICY NOT RECEIVED-NOT REVIEWED
INTERIM UCC RECEIVED -REVIEWED
Doc Memo:LEGG MASON MTG CAPITAL - BLANK
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:LEGG MASON REAL ESTATE - BLANK
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
Memo:FILE CONTAINS TWO NOTES:
$9.750MM CONSOLIDATED/RESTATED NOTE
$2.779,425.51 FUTURE ADVANCE NOTE (NO ENDORSEMENT FROM LEGG MASON TO BLANK FOR FUTURE ADVANCE NOTE)
970815017 PALMS OF DELRAY, INC. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:Legg Mason R.E. to Legg Mason Mort. C
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970815026 LAKESIDE DEVELOPMENT CORP. ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
INTERIM ASSN 1 RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970815033 B.C.R. INVESTMENTS, INC. ON HAND AARL - #2 DOC NOT RECEIVED-NOT REVIEWED
Doc Memo:LEGG MASON MTG CAP TO BLANK
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:LEGG MASON MTG CAP TO BLANK
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970815002 WHITEHALL BOCA, AN ILLINOIS P'SHIP 0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0411 - Misc. information - ONLY ONE ASSIGNMENT
PROVIDED
0411 - Misc. information - ONLY ONE ASSIGNMENT
PROVIDED
0702 - Document is missing - COUNTY FILING
Memo:FILE CONTAINS TWO NOTES:
$9.750MM CONSOLIDATED/RESTATED NOTE
$2.779,425.51 FUTURE ADVANCE NOTE (NO ENDORSEMENT FROM LEGG MASON TO BLANK FOR FUTURE ADVANCE NOTE)
970815017 PALMS OF DELRAY, INC. 3510 - Copy only in file
1619 - Original in file but not recorded
ap.
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970815026 LAKESIDE DEVELOPMENT CORP. 1619 - Original in file but not recorded
3510 - Copy only in file
1619 - Original in file but not recorded
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file
970815033 B.C.R. INVESTMENTS, INC. 0702 - Document is missing - LEGG MASON MTG
CAP TO BLANK
0702 - Document is missing - LEGG MASON MTG
CAP TO BLANK
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-48-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970815033 B.C.R. INVESTMENTS, INC. NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Consolidated, Renewed and Restated
Promissory Note
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY NOT RECEIVED-NOT REVIEWED
Memo:file also contains Future Advance Promissory Note
970820029 SHOPPES OUTLOT, LP, THE ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains Allonge from Laureate
Realty to blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970821006 FIRESIDE LAND DEVELOPMENT LLC ON HAND INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
Doc Memo:ASSIGNMENT OF MORTGAGE FROM LEGG MASON
MORTGAGE CAPITAL to BLANK
NOTE INSTRUMENT RECEIVED -REVIEWED
INTERIM UCC NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
970821011 DORA I LP AND DAYTON INN DEV LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:LAUREATE-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970815033 B.C.R. INVESTMENTS, INC. 3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing - COUNTY FILING
970820029 SHOPPES OUTLOT, LP, THE O1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970821006 FIRESIDE LAND DEVELOPMENT LLC O0702 - Document is missing - LMRESI-LMMCC
0702 - Document is missing - LMMCC-BLANK
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - LMRESI-LMMCC
0702 - Document is missing - LMMCC-BLANK
970821011 DORA I LP AND DAYTON INN DEV LP O3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - -------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-49-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970821011 DORA I LP AND DAYTON INN DEV LP UCC1 #5 RECEIVED -REVIEWED
Doc Memo:IN SOS (2 FILINGS)
970824003 DOWNTOWN DEVELOPMENT LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970824004 DAUPHIN PLAZA ASSOCIATES, L.P. ON HAND MORTGAGE RECEIVED -REVIEWED
Doc Memo:Open-End Mortgage and SECA; NOT
certified as true and correc
NOTE INSTRUMENT RECEIVED -REVIEWED
970824005 CENTER-TAUTON LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:CTLLC > LBHI LBHI>blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970827014 FLORIDIAN INVESTMENTS, LTD. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
UCC-1 - STATE RECEIVED -REVIEWED
Doc Memo:SECRETARY OF STATE - FLORIDA
970827027 PARK INN ASSOCIATES, LIMITED PARTNE ON HAND ASMT RENT/LEASE NOT RECEIVED-NOT REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
MORTGAGE NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
970827030 MOUNTAIN VIEW ASSOCIATES, LTD. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970821011 DORA I LP AND DAYTON INN DEV LP 3510 - Copy only in file - UNRECORDED - IN SOS
(2 FILINGS)
970824003 DOWNTOWN DEVELOPMENT LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970824004 DAUPHIN PLAZA ASSOCIATES, L.P. 1619 - Original in file but not recorded - NOT
certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970824005 CENTER-TAUTON LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970827014 FLORIDIAN INVESTMENTS, LTD. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file - RECORDED COPY IN
FILE
970827027 PARK INN ASSOCIATES, LIMITED PARTNE 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0702 - Document is missing
970827030 MOUNTAIN VIEW ASSOCIATES, LTD. 0702 - Document is missing - LEHMAN TO BLANK
0702 - Document is missing - LEHMAN TO BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-50-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970827039 DUNBAR HOTEL LIMITED PARTNERSHIP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970827040 HERITAGE PLACE, LTD. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
970827044 GRAYMERE ASSOCIATES LTD ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:LEHMAN-BLANK
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
Doc Memo:LEHMAN-BLANK
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:ENDORSED LEHMAN-BLANK
970904004 UPTOWN JOINT VENTURE ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970904010 NAPA RETIREMENT RESIDENCE LIMITED P ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:NOT certified as true and correct
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and SECA; NOT certified
as true and correct
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains Allonge from Northland
to blank
970904045 BLAIR MILL ASSOCIATES ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970827039 DUNBAR HOTEL LIMITED PARTNERSHIP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970827040 HERITAGE PLACE, LTD. 0702 - Document is missing - LEHMAN TO BLANK
0702 - Document is missing - LAHMAN TO BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970827044 GRAYMERE ASSOCIATES LTD 0702 - Document is missing - LEHMAN-BLANK
0702 - Document is missing - LEHMAN-BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970904004 UPTOWN JOINT VENTURE 3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970904010 NAPA RETIREMENT RESIDENCE LIMITED P 1619 - Original in file but not recorded - NOT
certified as true and correct
1619 - Original in file but not recorded - NOT
certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970904045 BLAIR MILL ASSOCIATES 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-51-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970904045 BLAIR MILL ASSOCIATES UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:MONTGOMERY COUNTY--UNRECORDED COPY
UCC-1 - STATE RECEIVED -REVIEWED
Doc Memo:SECRETARY OF THE COMMONWEALTH--
UNRECORDED COPY
970911020 CARSON INDUSTRIAL PARK ASSOCIATES ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:CIPA > NFC > blank
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970911029 FM/PORTLAND INVESTORS LP ON HAND ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
Doc Memo:INCLUDES ASSIGNMENT WARD COOK-LEHMAN
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
970911047 41 STATE LLC ON HAND AALR TO TRUST RECEIVED -REVIEWED
GENERAL ASSIGNT RECEIVED -REVIEWED
Doc Memo:Fowler et al To: Blank
ACQUISITION ASN RECEIVED -REVIEWED
Doc Memo:Fowler et al To: Blank
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970904045 BLAIR MILL ASSOCIATES 3510 - Copy only in file - MONTGOMERY COUNTY--
UNRECORDED COPY
3510 - Copy only in file - SECRETARY OF THE
COMMONWEALTH--UNRECORDED COPY
970911020 CARSON INDUSTRIAL PARK ASSOCIATES 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970911029 FM/PORTLAND INVESTORS LP 0702 - Document is missing - lehman-blank
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0411 - Misc. information - ONE UCC1 ONLY -
FILING LOCATION UNKNOWN
3510 - Copy only in file - UNRECORDED
0702 - Document is missing - LEHMAN-BLANK
970911047 41 STATE LLC 0411 - Misc. information - Assignment is to
Blank
0411 - Misc. information - Assignment is to
Blank
0702 - Document is missing - FOWLER TO BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file - ONLY ONE UCC1
PROVIDED
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-52-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970912016 INDIAN ROAD PARTNERS LP ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC-1-COUNTY RECEIVED -REVIEWED
UCC-1 - STATE RECEIVED -REVIEWED
970916011 LUCKY CAPITAL, INC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:[LCI > HFLP. ALLONGE: HFLP > blank
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:HFLP > blank
970917003 KCF PARTNERS LP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:NORTHLAND-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970917020 5851 WEST SIDE ASSOCIATES, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
970922001 OAK RUN, L.L.C. ON HAND CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970924002 NEW TOWNE WEST APPARTMENTS, L.L.C. ON HAND MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970912016 INDIAN ROAD PARTNERS LP 3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - COPY OF RECORDED
3510 - Copy only in file
970916011 LUCKY CAPITAL, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
1619 - Original in file but not recorded -
HFLP > blank
970917003 KCF PARTNERS LP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970917020 5851 WEST SIDE ASSOCIATES, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - STATE FILING
970922001 OAK RUN, L.L.C. 0702 - Document is missing - LAHMAN-BLANK
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970924002 NEW TOWNE WEST APPARTMENTS, L.L.C. 3510 - Copy only in file - copy only, no
recording
3313 - Endorsement(s) is incomplete - LEHMAN
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-53-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970925001 WOODMONT PLAZA VENTURES, LTD. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
Doc Memo:UNRECORDED COPY
970925007 DT SANTA MONICA, L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970925016 ORLANDO MAIN GATE PARTNERS, LTD ON HAND INTERIM ASSN 1 RECEIVED -REVIEWED
Doc Memo:LEGG MASON REAL ESTATE TO LEGG MASON
MORTGAGE CAPITAL
CORP. ASSIGNMNT RECEIVED -REVIEWED
Doc Memo:LEGG MASON MORTGAGE CAPITAL CORP TO
BLANK
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Two NOTES IN FILE: "Gap Mort. Note" &
"Consolidated, Amended & Restated Note"
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:LEGG MASON MORTGAGE CAPITAL TO BLANK
970925020 MG MESA ASSOCIATES ON HAND LETTER OF CREDT RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970925022 HARBINGER PENDER MILL L.P. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:HPMLP > HFLP
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
BROS TO TRUSTEE
970925001 WOODMONT PLAZA VENTURES, LTD. 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file - UNRECORDED COPY
970925007 DT SANTA MONICA, L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970925016 ORLANDO MAIN GATE PARTNERS, LTD 1619 - Original in file but not recorded
0702 - Document is missing
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
1619 - Original in file but not recorded
970925020 MG MESA ASSOCIATES 3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
970925022 HARBINGER PENDER MILL L.P. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-54-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970925044 SOUTHGATE CENTER DEVCO II, LLC ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
CORP. ASSIGNMNT RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
INTERIM UCC RECEIVED -REVIEWED
970925045 SOUTHGATE CENTER DEVCO I, LLC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
970930007 TYN LIMITED PARTNERSHIP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:LMRESI-LMMCC-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970930019 CANYON-CAHAN BALLY LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
970930029 CLAREMONT PALMS, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
971001008 ATRIUM NORTHEAST LIMITED PARTNERSHI ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970925044 SOUTHGATE CENTER DEVCO II, LLC 3510 - Copy only in file
3510 - Copy only in file
3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
0702 - Document is missing
3510 - Copy only in file
970925045 SOUTHGATE CENTER DEVCO I, LLC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
970930007 TYN LIMITED PARTNERSHIP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0411 - Misc. information - ONLY ONE UCC1 COPY
PROVIDED/UNKNOWN FILING LOCATION
0700 - Signatures missing - UNRECORDED COPY,
NOT SIGNED
970930019 CANYON-CAHAN BALLY LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
0700 - Signatures missing - not executed and
missing Schedule B
970930029 CLAREMONT PALMS, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
971001008 ATRIUM NORTHEAST LIMITED PARTNERSHI 1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-55-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
Doc Memo:Mortgage and Security Agreement
971001008 ATRIUM NORTHEAST LIMITED PARTNERSHI NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains allonge from Lehman to
blank
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
971002013 114 & MAIN PARTNERS, L.P. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:NOT certified as true and correct
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and SECA; NOT certified
as true and correct
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
971002021 14614 FALLING CREEK OFFICE BLGD. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Holliday Fenoglio to blank
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Holliday Fenoglio to blank
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Holliday Fenoglio to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:Missing Holliday Fenoglio to blank
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
971001008 ATRIUM NORTHEAST LIMITED PARTNERSHI 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - missing UCC
assignment from Lehman to blank
971002013 114 & MAIN PARTNERS, L.P. 0702 - Document is missing
1619 - Original in file but not recorded - NOT
certified as true and correct
0702 - Document is missing
1619 - Original in file but not recorded - NOT
certified as true and correct
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
971002021 14614 FALLING CREEK OFFICE BLGD. 0702 - Document is missing - Holliday Fenoglio
to blank
0702 - Document is missing - Holliday Fenoglio
to blank
0702 - Document is missing - Holliday Fenoglio
to blank
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-56-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
971002021 14614 FALLING CREEK OFFICE BLGD. TITLE POLICY RECEIVED -REVIEWED
Doc Memo:Insured amount listed as $2.25M; s/b
$2.35 million
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Holliday Fenoglio to blank
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
971003009 NORTHCOURT REAL ESTATE HOLDINGS ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
971008032 DEERFIELD APARTMENTS LLC ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
ASSN TO TRST NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
971009025 SKILLMAN ROYAL, LTD ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name LException Item
<S> <C>
971002021 14614 FALLING CREEK OFFICE BLGD. 1613 - Original mortgage amount (if shown) is
missing/incorrect - Insured amount listed as
$2.25M; s/b $2.35 million
0702 - Document is missing - Holliday Fenoglio
to blank
0702 - Document is missing
971003009 NORTHCOURT REAL ESTATE HOLDINGS O3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
971008032 DEERFIELD APARTMENTS LLC O1619 - Original in file but not recorded
0702 - Document is missing - MISSING GENERAL
ASSIGNMENT TO TRUSTEE
0702 - Document is missing
1619 - Original in file but not recorded
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
1619 - Original in file but not recorded
0702 - Document is missing
971009025 SKILLMAN ROYAL, LTD O3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
UCSM - UCC1 STATE FILING MISSING - COUNTY=OR
3510 - Copy only in file
- - -------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-57-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
971009026 DC SHOPPING CENTER LTD ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Deed of Trust and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
971016027 MURIETTA TOWN CENTER LLC ON HAND A/A OF LEAS/RTS RECEIVED -REVIEWED
Doc Memo:NORTHLAND-BLANK
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
971016053 BP-SP ASSOCIATES LP ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:NORTHLAND-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
971016060 TIMESHARE SYSTEMS, INC. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
Doc Memo:NORTHLAND-BLANK
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name LException Item
<S> <C>
971009026 DC SHOPPING CENTER LTD O3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
UCSM - UCC1 STATE FILING MISSING - COUNTY=OR
971016027 MURIETTA TOWN CENTER LLC OUNRC - DOC NOT IN RECORDABLE FORM - DOCUMENT
EXECUTED BUT NOT NOTARIZED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
971016053 BP-SP ASSOCIATES LP O3510 - Copy only in file - UNRECORDED
3510 - Copy only in file - UNRECORDED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
971016060 TIMESHARE SYSTEMS, INC. O1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
1619 - Original in file but not recorded
0411 - Misc. information - ONLY ONE UCC3
PROVIDED (TWO UCC1 DOCS)
- - -------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-58-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
971020001 IMPERIAL PALMS APARTMENTS ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
Doc Memo:Collateral Assignment of Rents and
Leases
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:ipalp>nfc; Allonge NFC>blank.
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
971022035 BERT KOUNS SELF STORAGE COMPANY, L. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
971023022 MARINA POINTE COMMERCIAL LLC ON HAND ASSIGN OF CONTR RECEIVED -REVIEWED
ASSN OF MGMT AG RECEIVED -REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
REPLACEMNT RSRV RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
971023039 70 EAST SUNRISE HIGHWAY, LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
971020001 IMPERIAL PALMS APARTMENTS 0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
3510 - Copy only in file - recorded copy.
UCSM - UCC1 STATE FILING MISSING
971022035 BERT KOUNS SELF STORAGE COMPANY, L. 0702 - Document is missing
0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
971023022 MARINA POINTE COMMERCIAL LLC 0700 - Signatures missing - NOT SIGNED BY
LENDER-HOLLIDAY
0700 - Signatures missing - NOT SIGNED BY
LENDER-HOLLIDAY
0702 - Document is missing - HOLLIDAY-BLANK
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0700 - Signatures missing - SIG OF LENDER-
HOLLIDAY A PHOTOCOPY
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
971023039 70 EAST SUNRISE HIGHWAY, LLC 0702 - Document is missing - LEHMAN TO BLANK
1619 - Original in file but not recorded
0702 - Document is missing - LEHMAN TO BLANK
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
0702 - Document is missing - LEHMAN TO BLANK
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-59-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
971030022 BLUEFIELD LIMITED PARTNERSHIP ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:HOLLIDAY-BLANK
971105004 BJCR, LTD. ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Assignment of Leases and
Rents and SECA
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
971112032 TWICE MARKETS, L.L.C. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
971124001 WELLINGTON PROPERTIES, LLC ON HAND CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
971203009 LAKEVIEW APARTMENTS ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
BRENTWOOD BRENTWOOD PROPERTIES, INC. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
971030022 BLUEFIELD LIMITED PARTNERSHIP 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
971105004 BJCR, LTD. 1619 - Original in file but not recorded
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
971112032 TWICE MARKETS, L.L.C. 3307 - Monthly P&I is missing or does not
agree with Schedule
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
971124001 WELLINGTON PROPERTIES, LLC 0702 - Document is missing
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
971203009 LAKEVIEW APARTMENTS 0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
BRENTWOOD BRENTWOOD PROPERTIES, INC. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-60-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
LAFAYETTE LAFAYETTE APARTMENTS ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
970820044A TAURUS 1 SECOND STREET LIMITED PART ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Blank
ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:file contains allonge from Fowler
Goedecke to blank
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Blank
970820044B TAURUS 8 STATE STREET LIMITED PARTN ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Lehman
ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Lehman
970820044C TAURUS 10 STATE STRRET LIMITED PART ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedeck to Lehman
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
LAFAYETTE LAFAYETTE APARTMENTS 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
970820044A TAURUS 1 SECOND STREET LIMITED PART 0702 - Document is missing - missing AALR from
Fowler Goedecke to Blank
1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - missing UCC
assignment from Fowler Goedecke to Blank
970820044B TAURUS 8 STATE STREET LIMITED PARTN 0702 - Document is missing - missing AALR from
Fowler Goedecke to Lehman
1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - missing UCC
assignment from Fowler Goedecke to Lehman
970820044C TAURUS 10 STATE STRRET LIMITED PART 0702 - Document is missing - missing AALR from
Fowler Goedecke to Lehman
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-61-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
970820044C TAURUS 10 STATE STRRET LIMITED PART ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Lehman
970820044D TAURUS 205 WILDWOOD AVENUE LIMITED ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Lehman
ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
Doc Memo:Mortgage and Security Agreement
NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
Doc Memo:Fowler Goedecke to Lehman
971016020A TODAY PARKWOOD, LP ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
970820044C TAURUS 10 STATE STRRET LIMITED PART 1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - missing UCC
assignment from Fowler Goedecke to Lehman
970820044D TAURUS 205 WILDWOOD AVENUE LIMITED 0702 - Document is missing - missing AALR from
Fowler Goedeck to Lehman
1619 - Original in file but not recorded - and
not certified as true and correct
1619 - Original in file but not recorded - and
not certified as true and correct
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - missing UCC
assignment from Fowler Goedecke to Lehman
971016020A TODAY PARKWOOD, LP 0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-62-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
971016020B RICHWOOD SHOPPING CENTER ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
NOTE INSTRUMENT RECEIVED -REVIEWED
UC3 TO TST-CTY NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
UC3 TO TST-ST NOT RECEIVED-NOT REVIEWED
Doc Memo:Lehman to blank
ART COLONY THOMAS N. WINELAND AND NELLIE M. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
BAY ISLAND BH BAY ISLAND LP ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
LINDENWOOD HOWARD PLAZA REALTY LLC ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASSIGN OF CONTR NOT RECEIVED-NOT REVIEWED
INTERIM ASSN 1 NOT RECEIVED-NOT REVIEWED
ACQUISITION ASN NOT RECEIVED-NOT REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
971016020B RICHWOOD SHOPPING CENTER 0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - Lehman to blank
0702 - Document is missing - Lehman to blank
ART COLONY THOMAS N. WINELAND AND NELLIE M. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - only one ucc3
provided there are 2 ucc1
BAY ISLAND BH BAY ISLAND LP 3510 - Copy only in file - UNRECORDED
3510 - Copy only in file - UNRECORDED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
LINDENWOOD HOWARD PLAZA REALTY LLC 0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
0702 - Document is missing
3312 - Endorsement(s) are missing or
incorrect. - MISSING ENDORSEMENT TO BLANK OR
LASALLE AS TRUSTEE
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-63-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
SONY MUSIC RUBELL, MERA AND DONALD ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
STONERIDGE STONERIDGE 3800 CORP. ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:NEWPORT-BLANK
UCC1-FIN. STMT. RECEIVED -REVIEWED
TVO GREENS TVO GREENS PARTNERS LP ON HAND ASMT RENT/LEASE RECEIVED -REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
Doc Memo:HOLLIDAY-BLANK
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UCC1-FIN. STMT. RECEIVED -REVIEWED
WELLINGTON WELLINGTON SQUARE, LLC ON HAND NOTE INSTRUMENT RECEIVED -REVIEWED
UNIFORM CODE 3 RECEIVED -REVIEWED
OLP COLUMBUS OLP COLUMBUS, INC. ON HAND A/A OF LEAS/RTS NOT RECEIVED-NOT REVIEWED
ASMT RENT/LEASE RECEIVED -REVIEWED
CORP. ASSIGNMNT NOT RECEIVED-NOT REVIEWED
GENERAL ASSIGNT NOT RECEIVED-NOT REVIEWED
MORTGAGE RECEIVED -REVIEWED
NOTE INSTRUMENT RECEIVED -REVIEWED
TITLE POLICY NOT RECEIVED-NOT REVIEWED
UNIFORM CODE 3 NOT RECEIVED-NOT REVIEWED
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
SONY MUSIC RUBELL, MERA AND DONALD 3510 - Copy only in file
3510 - Copy only in file
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
3510 - Copy only in file
STONERIDGE STONERIDGE 3800 CORP. 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - NOTE: STATE FILING
IS PHOTOCOPY ONLY
TVO GREENS TVO GREENS PARTNERS LP 3510 - Copy only in file - UNRECORDED
3510 - Copy only in file - UNRECORDED
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKUP
COMMITMENT IN FILE
3510 - Copy only in file - UNRECORDED
WELLINGTON WELLINGTON SQUARE, LLC 3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0411 - Misc. information - ONLY 1 UCC3
PROVIDED FOR TWO ORIGINAL UCC1 DOCS
OLP COLUMBUS OLP COLUMBUS, INC. 0702 - Document is missing
1619 - Original in file but not recorded
0702 - Document is missing
0702 - Document is missing
1619 - Original in file but not recorded
3313 - Endorsement(s) is incomplete - LEHMAN
BROS TO TRUSTEE
0702 - Document is missing - COPY OF MARKED UP
COMMITMENT IN FILE
0702 - Document is missing
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-64-
<PAGE>
<TABLE>
<CAPTION>
Loan Number Last Name Loan Status Document Document Status
<S> <C> <C> <C>
OLP COLUMBUS OLP COLUMBUS, INC. UCC-1-COUNTY RECEIVED -REVIEWED
Doc Memo:FRANKLIN COUNTY--UNRECORDED COPY
UCC-1 - STATE NOT RECEIVED-NOT REVIEWED
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA 271
- - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Loan Number Last Name Exception Item
<S> <C>
OLP COLUMBUS OLP COLUMBUS, INC. 3510 - Copy only in file - FRANKLIN COUNTY--
UNRECORDED COPY
0702 - Document is missing
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
- - ------------------------------------------------------------------------------------------------
LaSalle National Bank Run By: HENRIKSO 03/20/98
Report: POOL CERTIFICATION STATUS REPORT Set/Report/Ver: MAIN / CL01 / X 9:47 am
</TABLE>
-65-
<PAGE>
EXHIBIT D-1
FORM OF MASTER SERVICER REQUEST FOR RELEASE
________, 19___
LaSalle National Bank, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services
Group-LB Commercial Mortgage Trust 1998-C1
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of February 1, 1998 (the "Pooling and Servicing Agreement"),
by and among Structured Asset Securities Corporation, as depositor, the
undersigned, as master servicer (in such capacity, the "Master Servicer") and
special servicer, ABN AMRO Bank N.V., as fiscal agent, and you as trustee (the
"Trustee"), the undersigned hereby requests a release of the Mortgage File (or
the portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:____________________________________________
Address:_____________________________________________________
Loan No.:____________________________________________________
If only particular documents in the Mortgage File are requested, please specify
which:_________________________________________________________________________.
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The undersigned hereby
certifies that all amounts received in connection with
the Mortgage Loan that are required to be credited to
the Custodial Account pursuant to the Pooling and
Servicing Agreement, have been or will be so credited.
D-1-1
<PAGE>
______ 2. Other. (Describe)
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
GMAC COMMERCIAL MORTGAGE CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
D-1-2
<PAGE>
EXHIBIT D-2
FORM OF SPECIAL SERVICER REQUEST FOR RELEASE
___________, 19___
LaSalle National Bank, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services
Group-LB Commercial Mortgage Trust 1998-C1
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1
In connection with the administration of the Mortgage Files held by
or on behalf of you as Trustee under that certain Pooling and Servicing
Agreement dated as of February 1, 1998 (the "Pooling and Servicing Agreement"),
by and among Structured Asset Securities Corporation, as depositor, the
undersigned, as master servicer and special servicer (in such capacity, the
"Special Servicer"), ABN AMRO Bank N.V., as fiscal agent, and you as trustee
(the "Trustee"), the undersigned hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by or on behalf of you as Trustee
with respect to the following described Mortgage Loan for the reason indicated
below.
Mortgagor's Name: ___________________________________________
Address:_____________________________________________________
Loan No.:____________________________________________________
If only particular documents in the Mortgage File are requested, please specify
which:_________________________________________________________________________.
Reason for requesting file (or portion thereof):
______ 1. The Mortgage Loan is being foreclosed.
______ 2. Other. (Describe)
D-2-1
<PAGE>
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
GMAC COMMERCIAL MORTGAGE CORPORATION
By:________________________________________
Name:______________________________________
Title:_____________________________________
D-2-2
<PAGE>
EXHIBIT E
CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS
E-1-1
<PAGE>
CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS
1. With respect to any Mortgaged Property, "Net Operating Income" or "NOI"
shall mean for each fiscal year or portion thereof, the related Revenue
allocable to such period, less (i) the related Expenses allocable to such
period, and (ii) any related Reserves for such period.
With respect to any Mortgaged Property, "Revenue" shall mean, for
each fiscal year or portion thereof, all revenue derived by the related
Mortgagor arising from the Mortgaged Property, including, without limitation,
rental revenues (whether denominated as basic rent, additional rent, percentage
rent, escalation payments, electrical payments or otherwise) and other fees and
charges payable pursuant to leases or otherwise in connection with the Mortgaged
Property, and rent insurance proceeds; provided that Revenue shall not include
(a) insurance proceeds (other than proceeds of business interruption or other
similar insurance allocable to the applicable period) and condemnation awards
(other than awards rising from a temporary taking or the use and occupancy of
all or part of the applicable Mortgaged Property allocable to the applicable
period), or interest accrued on such proceeds or awards, (b) proceeds of any
financing, (c) proceeds of any sale, exchange or transfer of the Mortgaged
Property or any part thereof or interest therein, (d) capital contributions or
loans to the Mortgagor or an Affiliate of the Mortgagor, (e) any item of income
otherwise includible in Revenue but paid directly by any tenant to a Person
other than the Mortgagor except for real estate taxes paid directly to any
taxing authority by any tenant, (f) any other extraordinary, non-recurring
revenues, (g) rent paid by or on behalf of any lessee under a space lease which
is the subject of any proceeding or action relating to its bankruptcy,
reorganization or other arrangement pursuant to federal bankruptcy law or any
similar federal or state law or which has been adjudicated a bankrupt or
insolvent, unless such space lease has been affirmed by the trustee in such
proceeding or action, or (h) rent paid by or on behalf of any lessee under a
space lease the demised premises of which are not occupied either by such lessee
or by a sublessee thereof; and provided, further, that Revenue shall be adjusted
to account for vacancies and credit losses as and to the extent contemplated in
the Prospectus Supplement dated March 9, 1998 relating to LB Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C1.
With respect to any Mortgaged Property, "Expenses" shall mean, for
each fiscal year or portion thereof, all expenses directly attributable to the
operation, repair and/or maintenance of the Mortgaged Property, including,
without limitation, tenant improvement costs, leasing commissions, impositions,
insurance premiums, real estate taxes, management fees, advertising, payments to
third party suppliers, and costs attributable to the operation, repair and
maintenance of the systems for heating, ventilating and air conditioning, and
(except in the case of real estate taxes) actually paid for by the Mortgagor;
provided that Expenses shall not include any of the foregoing items for which
Reserves had been escrowed, which Reserves had been taken into account in
calculating the NOI for such period or any prior period; and provided, further,
that Expenses shall not include interest, principal and premium, if any, due
under the Mortgage Note or otherwise in connection with any other secured
indebtedness, income taxes, extraordinary capital improvements costs, or any
non-cash charge or expense such as depreciation.
<PAGE>
Revenues and Expenses shall be calculated based on financial
statements, Mortgagor tax returns and/or rent rolls, in each case to the extent
appropriate and consistent with the Servicing Standard.
With respect to any Mortgaged Property, "Reserves" shall mean, for
each fiscal year or portion thereof, all replacement reserves and/or reserves
for tenant improvements and leasing commissions escrowed during such period.
2. With respect to any Mortgaged Property "Debt Service Coverage
Ratio" shall mean, for each fiscal year or portion (not less than three months)
thereof, without regard to any cross-collateralization feature of the related
Mortgage Loan, the ratio of (x) the Net Operating Income (before payment of any
debt service on the related Mortgage Loan) generated by such Mortgaged Property
(such Net Operating Income to be annualized if the relevant period is less than
twelve months) to (y) the product of the amount of the Monthly Payment in effect
for such Mortgage Loan as of any date of determination, multiplied by 12.
<PAGE>
EXHIBIT F-1
FORM OF TRANSFEROR CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
_____________, 19__
LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services Group-
LB Commercial Mortgage Trust 1998-C1
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, Class__, [having an initial
aggregate Certificate Principal Balance as of March 11, 1998
(the "Closing Date") of $__________] [representing a ___%
Percentage Interest in the related Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
___________________ (the "Transferor") to _____________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of February 1, 1998, among
Structured Asset Securities Corporation, as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and as Special Servicer, LaSalle National Bank,
as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from
any and all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any
Non-Registered Certificate, any interest in a Non-Registered Certificate
or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of
F-1-1
<PAGE>
any Non-Registered Certificate, any interest in a Non-Registered
Certificate or any other similar security from any person in any manner,
(c) otherwise approached or negotiated with respect to any Non-Registered
Certificate, any interest in a Non-Registered Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Non-Registered Certificate, any interest
in a NonRegistered Certificate or any other similar security by means of
general advertising or in any other manner, or (e) taken any other action
with respect to any Non-Registered Certificate, any interest in a
Non-Registered Certificate or any other similar security, which (in the
case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of the Transferred Certificates under the
Securities Act of 1933, as amended (the "Securities Act"), would render
the disposition of the Transferred Certificates a violation of Section 5
of the Securities Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to
the Securities Act or any state securities laws.
Very truly yours,
______________________________________
(Transferor)
By:___________________________________
Name:______________________________
Title:_____________________________
F-1-2
<PAGE>
EXHIBIT F-2A
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
_____________, 19__
LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services Group-
LB Commercial Mortgage Trust 1998-C1
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, Class__, [having an initial
aggregate Certificate Principal Balance as of March 11, 1998
(the "Closing Date") of $__________] [evidencing a ___%
Percentage Interest in the related Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to _________________________________
(the "Transferee") of the captioned Certificates (the "Transferred
Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of February 1, 1998, among
Structured Asset Securities Corporation, as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and as Special Servicer, LaSalle National Bank,
as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to you, as Certificate Registrar, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
under the Securities Act of 1933, as amended (the "Securities Act"), and
has completed one of the forms of certification to that effect attached
hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it
is being made in reliance on Rule 144A. The Transferee is acquiring the
Transferred Certificates for its own account or for the account of another
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases
for its own account or for the account of another Qualified Institutional
Buyer to whom notice is given that the resale, pledge or transfer is
F-2A-1
<PAGE>
being made in reliance on Rule 144A, or (b) pursuant to another exemption
from registration under the Securities Act.
2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions
thereon, (c) the nature, performance and servicing of the Mortgage Loans,
(d) the Pooling and Servicing Agreement and the Trust Fund created
pursuant thereto, (e) any credit enhancement mechanism associated with the
Transferred Certificates, and (f) all related matters, that it has
requested.
3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the
Nominee Acknowledgment below.
Very truly yours,
______________________________________
(Transferor)
By:___________________________________
Name:______________________________
Title:_____________________________
F-2A-2
<PAGE>
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.
______________________________________
(Nominee)
By:___________________________________
Name:______________________________
Title:_____________________________
F-2A-3
<PAGE>
ANNEX 1 TO EXHIBIT F-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent
- - ----------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
F-2A-4
<PAGE>
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. bank, and not more than 18 months
preceding such date of sale in the case of a foreign bank or
equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions, or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
F-2A-5
<PAGE>
3. The term "securities as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
F-2A-6
<PAGE>
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
______________________________________
Print Name of Transferee
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
F-2A-7
<PAGE>
ANNEX 2 TO EXHIBIT F-2A
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That Are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee certificate to which this
certification relates and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.
____ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
F-2A-8
<PAGE>
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
F-2A-9
<PAGE>
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
______________________________________
Print Name of Transferee or Adviser
By:___________________________________
Name:______________________________
Title:_____________________________
IF AN ADVISER:
______________________________________
Print Name of Transferee
Date:_________________________________
F-2A-10
<PAGE>
EXHIBIT F-2B
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF DEFINITIVE NON-REGISTERED CERTIFICATES
_____________, 19__
LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services Group-
LB Commercial Mortgage Trust 1998-C1
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, Class__, [having an initial
aggregate Certificate Principal Balance as of March 11, 1998
(the "Closing Date") of $__________] [evidencing a ___%
Percentage Interest in the related Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
__________________ (the "Transferor") to _________________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of February 1, 1998, among Structured Asset
Securities Corporation, as Depositor, GMAC Commercial Mortgage Corporation, as
Master Servicer and as Special Servicer, LaSalle National Bank, as Trustee, and
ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:
1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.
2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates and (c) neither the Transferred Certificates nor any security
issued in
F-2B-1
<PAGE>
exchange therefor or in lieu thereof may be resold or transferred unless it is
(i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in
a transaction which is exempt from such registration and qualification and the
Certificate Registrar has received (A) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1 to the Pooling and
Servicing Agreement and a certificate from the prospective transferee
substantially in the form attached either as Exhibit F-2A or Exhibit F-2B to the
Pooling and Servicing Agreement, or (B) an Opinion of Counsel satisfactory to
the Certificate Registrar that the transfer may be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding the transfer from the prospective transferor and/or
prospective transferee upon which such Opinion of Counsel is based.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred
F-2B-2
<PAGE>
Certificate or any other similar security to any person in any manner, (b)
solicited any offer to buy or accept a transfer, pledge or other disposition of
any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security from any person in any manner, (c) otherwise approached
or negotiated with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security with any person in any
manner, (d) made any general solicitation by means of general advertising or in
any other manner, or (e) taken any other action, that (in the case of any of the
acts described in clauses (a) through (e) above) would constitute a distribution
of the Transferred Certificates under the Securities Act, would render the
disposition of the Transferred Certificates a violation of Section 5 of the
Securities Act or any state securities law or would require registration or
qualification of the Transferred Certificates pursuant thereto. The Transferee
will not act, nor has it authorized nor will it authorize any person to act, in
any manner set forth in the foregoing sentence with respect to the Transferred
Certificates, any interest in the Transferred Certificates or any other similar
security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.
7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
F-2B-3
<PAGE>
Nominee Acknowledgment
The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.
______________________________________
(Nominee)
By:___________________________________
Name:_________________________________
Title:________________________________
F-2B-4
<PAGE>
EXHIBIT F-2C
FORM I OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF INTERESTS IN
BOOK-ENTRY NON-REGISTERED CERTIFICATES
____________, 19__
[TRANSFEROR]
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, Class__, [having an initial
aggregate Certificate Principal Balance as of March 11, 1998
(the "Closing Date") of $__________] [evidencing a ___%
Percentage Interest in the related Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to
__________________________________________ (the "Transferee") through our
respective Depository Participants of the Transferor's beneficial ownership
interest (currently maintained on the books and records of The Depository Trust
Corporation ("DTC") and the Depository Participants) in the captioned
Certificates (the "Transferred Certificates"), which were issued pursuant to the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
as of February 1, 1998, among Structured Asset Securities Corporation, as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer and as
Special Servicer, LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as
Fiscal Agent. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of another Qualified Institutional Buyer.
F-2C-1
<PAGE>
2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Transferred Certificates and (c) no interest in the Transferred Certificates
may be resold or transferred unless (i) such Certificates are registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws, or (ii) such interest is sold or transferred
in a transaction which is exempt from such registration and qualification and
the Certificate Owner desiring to effect such transfer has received (A) a
certificate from such Certificate Owner's prospective transferee substantially
in the form attached either as Exhibit F-2C or as Exhibit F-2D to the Pooling
and Servicing Agreement or (B) an opinion of counsel to the effect that such
transfer may be made without registration under the Securities Act.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates or any interest therein except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear the following legends:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
F-2C-2
<PAGE>
4. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:______________________________
Title:_____________________________
F-2C-3
<PAGE>
ANNEX 1 TO EXHIBIT F-2C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[for Transferees other than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Structured Asset Securities Corporation
with respect to the mortgage pass-through certificates being transferred in
book-entry form (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
___ Corporation, etc. The Transferee is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or any
organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any state, U.S. territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the state or territorial
banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the
- - ----------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
F-2C-4
<PAGE>
Transferred Certificates in the case of a U.S. bank, and not more
than 18 months preceding such date of sale in the case of a foreign
bank or equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised
and examined by a state or federal authority having supervision over
any such institutions or is a foreign savings and loan association
or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not
more than 16 months preceding the date of sale of the Transferred
Certificates in the case of a U.S. savings and loan association, and
not more than 18 months preceding such date of sale in the case of a
foreign savings and loan association or equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state, U.S.
territory or the District of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a state, its political subdivisions, or any agency or
instrumentality of the state or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor
registered under the Investment Advisers Act of 1940, as amended.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.)______________________________________________________
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or
F-2C-5
<PAGE>
subscription by the Transferee, if the Transferee is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, the Transferee did not include any of the
securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
F-2C-6
<PAGE>
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.
______________________________________
Print Name of Transferee
By:___________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
F-2C-7
<PAGE>
ANNEX 2 TO EXHIBIT F-2C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[for Transferees that are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Structured Asset Securities
Corporation with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.
____ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated
in accordance with Rule 144A).
F-2C-8
<PAGE>
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred
Yes No Certificates only for the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
F-2C-9
<PAGE>
______________________________________
Print Name of Transferee or Adviser
By:___________________________________
Name:______________________________
Title:_____________________________
IF AN ADVISER:
______________________________________
Print Name of Transferee
Date:_________________________________
F-2C-10
<PAGE>
EXHIBIT F-2D
FORM II OF TRANSFEREE CERTIFICATE
FOR TRANSFERS OF INTERESTS IN BOOK-ENTRY PRIVATE CERTIFICATES
____________, 19__
[TRANSFEROR]
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1, Class__, [having an initial
aggregate Certificate Principal Balance as of March 11, 1998
(the "Closing Date") of $__________] [evidencing a ___%
Percentage Interest in the related Class]
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to ____________________________________
(the "Transferee") through our respective Depository Participants of the
Transferor's beneficial ownership interest (currently maintained on the books
and records of The Depository Trust Corporation ("DTC") and the Depository
Participants) in the captioned Certificates (the "Transferred Certificates"),
which were issued pursuant to the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of February 1, 1998, among Structured Asset
Securities Corporation, as Depositor, GMAC Commercial Mortgage Corporation, as
Master Servicer and as Special Servicer, LaSalle National Bank, as Trustee, and
ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, that:
1. The Transferee is acquiring the Transferor's beneficial ownership
interest in the Transferred Certificates for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution
thereof, in whole or in part, in any manner which would violate the Securities
Act of 1933, as amended (the "Securities Act"), or any applicable state
securities laws.
2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee or the Certificate Registrar is obligated so to register or qualify
the Transferred Certificates, and (c) no interest in the Transferred
Certificates may be resold or transferred unless (i) such Certificates are
registered pursuant to the
F-2D-1
<PAGE>
Securities Act and registered or qualified pursuant any applicable state
securities laws, or (ii) such interest is sold or transferred in a transaction
which is exempt from such registration and qualification and the Certificate
Owner desiring to effect such transfer has received (A) a certificate from such
Certificate Owner's prospective transferee substantially in the form attached
either as Exhibit F-2C or as Exhibit F-2D to the Pooling and Servicing Agreement
or (B) an opinion of counsel to the effect that such transfer may be made
without registration under the Securities Act.
3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates or any interest therein except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear the following legends:
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE
SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A)
ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT
TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) ANY
PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general
F-2D-2
<PAGE>
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.
5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.
6. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an
entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificates; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:______________________________
Title:_____________________________
F-2D-3
<PAGE>
EXHIBIT G-1
FORM I OF TRANSFEREE CERTIFICATE
IN CONNECTION WITH ERISA (DEFINITIVE SUBORDINATED CERTIFICATES)
[Date]
LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services
Group-LB Commercial Mortgage Trust 1998-C1
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1 (the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial aggregate Certificate Principal
Balance as of March 11, 1998 (the "Closing Date") of $__________] [evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of February 1, 1998, among Structured Asset
Securities Corporation, as depositor, GMAC Commercial Mortgage Corporation, as
master servicer and special servicer, LaSalle National Bank, as trustee, and ABN
AMRO Bank N.V., as fiscal agent. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you as Certificate Registrar, as follows (check the applicable paragraph):
___ The Transferee (A) is not an employee benefit plan or other retirement
arrangement, including an individual retirement account or annuity, a
Keogh plan or a collective investment fund or separate account in which
such plans, accounts or arrangements are invested, including, without
limitation, an insurance company general account, that is subject to ERISA
or the Code (each, a "Plan"), and (B) is not directly or indirectly
purchasing the Transferred Certificates on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or
G-1-1
<PAGE>
___ The Transferee is using funds from an insurance company general account to
acquire the Transferred Certificates, however, the purchase and holding of
such Certificates by such Person is exempt from the prohibited transaction
provisions of Section 406 of ERISA and Section 4975 of the Code under
Sections I and III of Prohibited Transaction Class Exemption 95-60.
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:
Title:
G-1-1
<PAGE>
EXHIBIT G-2
FORM II OF TRANSFEREE CERTIFICATE
IN CONNECTION WITH ERISA
(BOOK-ENTRY NON-REGISTERED CERTIFICATES)
[Date]
[TRANSFEROR]
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1 (the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in
Class ___ Certificates [having an initial aggregate Certificate Principal
Balance as of March 11, 1998 (the "Closing Date") of $__________] [evidencing a
____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of February 1,
1998 (the "Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, GMAC Commercial Mortgage Corporation, as master
servicer and special servicer, LaSalle National Bank, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
follows (check the applicable paragraph):
___ The Transferee (A) is not an employee benefit plan or other retirement
arrangement, including an individual retirement account or annuity, a
Keogh plan or a collective investment fund or separate account in which
such plans, accounts or arrangements are invested, including, without
limitation, an insurance company general account, that is subject to ERISA
or the Code (each, a "Plan"), and (B) is not directly or indirectly
purchasing an interest in the Transferred Certificates on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan;
G-2-1
<PAGE>
___ The Transferee is using funds from an insurance company general account to
acquire an interest in the Transferred Certificates, however, the purchase
and holding of such interest by such Person is exempt from the prohibited
transaction provisions of Section 406 of ERISA and Section 4975 of the
Code under Sections I and III of Prohibited Transaction Class Exemption
95-60; or
Very truly yours,
______________________________________
(Transferee)
By:___________________________________
Name:
Title:
G-2-2
<PAGE>
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
REGARDING RESIDUAL INTEREST CERTIFICATES
STATE OF )
) ss:
COUNTY OF )
____________________, being first duly sworn, deposes and says that:
1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of LB Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 1998-C1, Class [R-I]
[R-II] [R-III], evidencing a ____% Percentage Interest in such Class (the
"Residual Interest Certificates")), a ________________________ duly organized
and validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").
2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Interest Certificates, and (ii) is acquiring
the Residual Interest Certificates for its own account or for the account of
another prospective transferee from which it has received an affidavit in
substantially the same form as this affidavit. A "Permitted Transferee" is any
Person other than a "disqualified organization" or a "non-United States person".
(For this purpose, a "disqualified organization" means (i) the United States or
a possession thereof, any State or any political subdivision thereof, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by any such governmental unit), (ii) a foreign
government, international organization, or any agency or instrumentality of
either of the foregoing, (iii) any organization (except certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (unless such organization is subject to the tax
imposed by Section 511 of the Code on unrelated business taxable income), or
(iv) rural electric and telephone cooperatives described in Section 1381 of the
Code. The terms "United States", "State" and "international organization" shall
have the meanings set forth in Section 7701 of the Code or successor
provisions.)
H-1-1
<PAGE>
3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Interest Certificates to "disqualified organizations"
under the Code that applies to all transfers of the Residual Interest
Certificates; (ii) that such tax would be on the transferor or, if such transfer
is through an agent (which Person includes a broker, nominee or middleman) for a
non-Permitted Transferee, on the agent; (iii) that the Person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such Person an affidavit that the transferee is a Permitted
Transferee and, at the time of transfer, such Person does not have actual
knowledge that the affidavit is false; and (iv) that the Residual Interest
Certificates may be a "noneconomic residual interest" within the meaning of
Treasury regulation Section 1.860E-1(c) and that the transferor of a
"noneconomic residual interest" will remain liable for any taxes due with
respect to the income on such residual interest, unless no significant purpose
of the transfer is to enable the transferor to impede the assessment or
collection of tax.
4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit and agreement in
substantially the same form as this affidavit and agreement. The Transferee
expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such affidavit and agreement is
false.
6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificate will
only be owned, directly or indirectly, by a Permitted Transferee.
7. The Transferee's taxpayer identification number is
_________________.
8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii)(A) of
Section 5.02(d) which authorizes the Trustee to deliver payments on the Residual
Interest Certificate to a Person other than the Transferee and clause (ii)(B) of
Section 5.02(d) which authorizes the Trustee to negotiate a mandatory
disposition of the Residual Interest Certificates, in either case, in the event
that the Transferee holds such Residual Interest Certificates in violation of
Section 5.02(d)); and the Transferee expressly agrees to be bound by and to
comply with such provisions.
H-1-2
<PAGE>
9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Interest Certificates is or will be to impede the assessment or
collection of any tax.
10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Interest Certificates as they become due, fully understanding that
it may incur tax liabilities in excess of any cash flows generated by the
Residual Interest Certificates.
11. The Transferee will, in connection with any transfer that it
makes of the Residual Interest Certificates, deliver to the Certificate
Registrar a representation letter substantially in the form of Exhibit H-2 to
the Pooling and Servicing Agreement in which it will represent and warrant,
among other things, that it is not transferring the Residual Interest
Certificates to impede the assessment or collection of any tax and that it has
at the time of such transfer conducted a reasonable investigation of the
financial condition of the proposed transferee as contemplated by Treasury
regulation Section 1.860E-1(c)(4)(i) and has satisfied the requirements of such
provision.
12. The Transferee is a "United States person". A "United States
person" is a citizen or resident of the United States, a corporation, a
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof, or an estate whose income
from sources without the United States is includible in gross income for United
States federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States, 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 United States persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code.
H-1-3
<PAGE>
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this day of ___________, ____.
[NAME OF TRANSFEREE]
By:______________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
______________________
[Assistant] Secretary
Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________________ of the Transferee, and
acknowledged to me that he/she executed the same as his/her free act and deed
and the free act and deed of the Transferee
Subscribed and sworn before me this ___ day of ______________,
_____.
_______________________________
NOTARY PUBLIC
COUNTY OF______________________
STATE OF_______________________
My Commission expires the _________ day
of ___________, 19__.
H-1-4
<PAGE>
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
REGARDING RESIDUAL INTEREST CERTIFICATES
[Date]
LaSalle National Bank, as Certificate Registrar
135 South LaSalle Street
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services
Group-LB Commercial Mortgage Trust 1998-C1
Re: Lehman Brothers Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1998-C1 (the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Interest Certificates"). The
Certificates, including the Residual Interest Certificates, were issued pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 1998 (the
"Pooling and Servicing Agreement"), among Structured Asset Securities
Corporation, as depositor, GMAC Commercial Mortgage Corporation, as master
servicer and special servicer, LaSalle National Bank, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:
1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.
2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.
H-2-1
<PAGE>
3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Interest Certificates may not be respected for United States income
tax purposes (and the Transferor may continue to be liable for United States
income taxes associated therewith) unless the Transferor has conducted such an
investigation.
Very truly yours,
______________________________________
(Transferor)
By:___________________________________
Name:_________________________________
Title:________________________________
H-2-2
<PAGE>
EXHIBIT I-1
FORM OF NOTICE AND ACKNOWLEDGMENT
CONCERNING REPLACEMENT OF SPECIAL SERVICER
[Date]
Moody's Investors Service, Inc. Duff & Phelps Credit Rating Co.
99 Church Street, 4th Floor 55 East Monroe Street
New York, New York 10007 Chicago, Illinois 60603
Attention: Commercial Mortgage Surveillance
Ladies and Gentlemen:
This notice is being delivered pursuant to Section 6.09 of the Pooling and
Servicing Agreement, dated as of February 1, 1998 and relating to LB Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 1998-C1
(the "Agreement"). Capitalized terms used but not otherwise defined herein shall
have respective meanings assigned to them in the Agreement.
Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
________________ to serve as the Special Servicer under the Agreement.
The designation of __________________ as Special Servicer will become
final if certain conditions are met and you deliver to LaSalle National Bank,
the trustee under the Agreement (the "Trustee"), written confirmation that if
the person designated to become the Special Servicer were to serve as such, such
event would not result in the qualification, downgrade or withdrawal of the
rating or ratings assigned by you to one or more Classes of the Certificates.
Accordingly, such confirmation is hereby requested as soon as possible.
I-1-1
<PAGE>
Please acknowledge receipt of this notice by signing the enclosed copy of
this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.
Very truly yours,
LASALLE NATIONAL BANK,
as Trustee
By:______________________________
Name:
Title:
Receipt acknowledged:
MOODY'S INVESTORS SERVICE, INC. DUFF & PHELPS CREDIT RATING CO.
By:________________________________ By:_______________________________
Name: Name:
Title: Title:
Date: Date:
I-1-2
<PAGE>
EXHIBIT I-2
FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER
[Date]
[TRUSTEE]
[MASTER SERVICER]
[DEPOSITOR]
[REMIC ADMINISTRATOR]
Re: LB Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1998-C1
Ladies and Gentlemen:
Pursuant to Section 6.09 of the Pooling and Servicing Agreement, dated as
of February 1, 1998, relating to LB Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 1998-C1 (the "Agreement"), the
undersigned hereby agrees with all the other parties to the Agreement that the
undersigned shall serve as Special Servicer under, and as defined in, the
Agreement. The undersigned hereby acknowledges that, as of the date hereof, it
is and shall be a party to the Agreement and bound thereby to the full extent
indicated therein in the capacity of Special Servicer. The undersigned hereby
makes, as of the date hereof, the representations and warranties set forth in
Section 3.24 of the Agreement, with the following corrections with respect to
type of entity and jurisdiction of organization: _____________________________.
__________________________________
By:_______________________________
Name:
Title:
I-2-1
<PAGE>
EXHIBIT J
FORM OF UCC-1 FINANCING STATEMENT
J-1
<PAGE>
SCHEDULE 1 to EXHIBIT J
This Schedule 1 is attached to and incorporated in a financing
statement pertaining to Structured Asset Securities Corporation as depositor
(referred to as the "Debtor" for the purpose of this financing statement only),
and LaSalle National Bank as trustee for the holders of the Series 1998-C1
Certificates (referred to as the "Secured Party" for purposes of this financing
statement only), under that certain Pooling and Servicing Agreement, dated as of
February 1, 1998 (the "Pooling and Servicing Agreement"), among the Debtor as
depositor, the Secured Party as trustee, and GMAC Commercial Mortgage
Corporation as master servicer (in such capacity, the "Master Servicer") and
special servicer (in such capacity, the "Special Servicer"), relating to the
issuance of the Debtor's Commercial Mortgage Pass-Through Certificates, Series
1998-C1 (collectively, the "Series 1998-C1 Certificates"). Capitalized terms
used herein and not defined shall have the respective meanings given to them in
the Pooling and Servicing Agreement.
The attached financing statement covers all of the Debtor's right
(including the power to convey title thereto), title and interest in and to the
Trust Fund created pursuant to the Pooling and Servicing Agreement, consisting
of the following:
(1) the mortgage loans (the "Mortgage Loans") listed on the Mortgage
Loan Schedule attached hereto as Exhibit A;
(2) the note or other evidence of indebtedness (the "Mortgage Note")
of the related borrower (the "Mortgagor") under each Mortgage Loan, the related
mortgage, deed of trust or other similar instrument securing such Mortgage Note
(the "Mortgage") and each other legal, credit and servicing document related to
such Mortgage Loan (collectively with the related Mortgage Note and Mortgage,
the "Mortgage Loan Documents");
(3) (a) the Custodial Account required to be maintained by the
Master Servicer pursuant to the Pooling and Servicing Agreement, (b) all funds
from time to time on deposit in the Custodial Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;
(4) All REO Property;
(5) (a) the REO Account required to be maintained by the Special
Servicer pursuant to the Pooling and Servicing Agreement, (b) all funds from
time to time on deposit in the REO Account, (c) the investments of any such
funds consisting of securities, instruments or other obligations, and (d) the
general intangibles consisting of the contractual right to payment, including,
without limitation, the right to payments of principal and interest and the
right to enforce the related payment obligations, arising from or under any such
investments;
J-2
<PAGE>
(6) (a) the Servicing Account(s) and Reserve Account(s) required to
be maintained by the Master Servicer and/or the Special Servicer pursuant to the
Pooling and Servicing Agreement, and (b) all funds from time to time on deposit
in the Servicing Account(s) and Reserve Account(s);
(7) (a) the Collection Account required to be maintained by the
Secured Party pursuant to the Pooling and Servicing Agreement , (b) all funds
from time to time on deposit in the Collection Account, (c) the investments of
any such funds consisting of securities, instruments or other obligations, and
(d) the general intangibles consisting of the contractual right to payment,
including, without limitation, the right to payments of principal and interest
and the right to enforce the related payment obligations, arising from or under
any such investments;
(8) All insurance policies, including the right to payments
thereunder, with respect to the Mortgage Loans required to be maintained
pursuant to the Mortgage Loan Documents and the Pooling and Servicing Agreement,
transferred to the Trust and to be serviced by the Master Servicer or Special
Servicer pursuant to the Pooling and Servicing Agreement;
(9) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and
(10) any and all income, payments, proceeds and products of any of
the foregoing.
THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED BY THE
POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF ALL THE DEBTOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE OTHER RELATED MORTGAGE LOAN DOCUMENTS EVIDENCED BY THE
SERIES 1998-C1 CERTIFICATES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY WITH RESPECT TO THE MORTGAGE
LOANS OR IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN DOCUMENT IN A
MORTGAGE FILE. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND
OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH
SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A CERTIFICATED
SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF THE UNIFORM
COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, NOR SHOULD THIS
FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A FILING IS NECESSARY TO
PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE SECURED PARTY IN
J-3
<PAGE>
THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO
PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT TO ENFORCE THE RELATED PAYMENT
OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH SECURITY, INSTRUMENT OR OTHER
OBLIGATION. WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT
OF CONTRARY ASSERTIONS BY THIRD PARTIES.
J-4
<PAGE>
Exhibit A to SCHEDULE 1 OF EXHIBIT J
MORTGAGE LOAN SCHEDULE
J-5
<PAGE>
EXHIBIT K
FORM OF SCHEDULE OF INITIAL CERTIFICATE OWNERS OF EACH CLASS OF
BOOK-ENTRY CERTIFICATES
<PAGE>
EXHIBIT L
FORM OF CSSA LOAN FILE REPORT
<PAGE>
LB Commercial Mortgage Trust, Commercial Mortgage
Pass-through Certificagtes, Series 1998-C-1
Initial Certificate
Class Balance Name of Certificate Owner Cusip #
- - ----- ------- ------------------------- -------
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Periodic" Update File
(Data Record Layout)
<TABLE>
<CAPTION>
==================================== ===============================================================================================
Specification Description/Comments
==================================== ===============================================================================================
==================================== ===============================================================================================
<S> <C>
Acceptable Media Types Magnetic Tape, Diskette, Electronic Transfer
Character Set ASCII
Field Delineation Comma
Density (Bytes-Per-Inch) 1600 or 6250
Magnetic Tape Label None (unlabeled)
Magnetic Tape Blocking Factor 10285 (17 records per block)
Physical Media Label Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
Record Length
Return Address Label Required for return of physical media (magnetic tape or diskette)
==================================== ===============================================================================================
<CAPTION>
==================================== ================================ =====================================================
Field Format
Field Name Number Type Example Description/Comments
==================================== ================================ =====================================================
==================================== ================================ =====================================================
<S> <C> <C> <C> <C>
Transaction Id 1 AN XXX97001 Unique Issue Identification Mnemonic
Group Id 2 AN XXX9701A Unique Identification Number Assigned To Each Loan
Group Within An Issue
Loan Id 3 AN 00000000012345 Unique Identification Number Assigned To Each
Collateral Item In A Pool
Prospectus Id 4 AN 123 Unique Identification Number Assigned To Each
Collateral Item In The Prospectus
Distribution Date 5 AN YYYYMMDD Date Payments Made To Certificateholders
Current Beginning Sched Balance 6 Numeric 100000.00 Outstanding Scheduled Principal Balance At The
Beginning Of The Current Period
Current Ending Scheduled Balance 7 Numeric 100000.00 Outstanding Scheduled Principal Balance At The End
Of The Current Period
Paid To Date 8 AN YYYYMMDD Due Date Of The Last Interest Payment Received
Current Index Rate 9 Numeric 0.09 Index Rate Used In The Determination Of The Current
Period Gross Interest Rate
Current Note Rate 10 Numeric 0.09 Annualized Gross Rate Applicable To Calculate The
Current Period Scheduled Interest
Maturity Date 11 AN YYYYMMDD Date Collateral Is Scheduled To Make Its Final
Payment
Servicer and Trustee Fee Rate 12 Numeric 0.00025 Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1 13 Numeric 0.00001 Annualized Fee/Strip Netted Against Current Note
Rate = Net Pass-Through Rate
Fee Rate/Strip Rate 2 14 Numeric 0.00001 Annualized Fee/Strip Netted Against Current Note
Rate = Net Pass-Through Rate
Fee Rate/Strip Rate 3 15 Numeric 0.00001 Annualized Fee/Strip Netted Against Current Note
Rate = Net Pass-Through Rate
Fee Rate/Strip Rate 4 16 Numeric 0.00001 Annualized Fee/Strip Netted Against Current Note
Rate = Net Pass-Through Rate
Fee Rate/Strip Rate 5 17 Numeric 0.00001 Annualized Fee/Strip Netted Against Current Note
Rate = Net Pass-Through Rate
Net Pass-Through Rate 18 Numeric 0.0897 Annualized Interest Rate Applicable To Calculate
The Current Period Remittance Int.
Next Index Rate 19 Numeric 0.09 Index Rate Used In The Determination Of The Next
Period Gross Interest Rate
Next Note Rate 20 Numeric 0.09 Annualized Gross Interest Rate Applicable To Calc
Of The Next Period Sch. Interest
Next Rate Adjustment Date 21 AN YYYYMMDD Date Note Rate Is Next Scheduled To Change
Next Payment Adjustment Date 22 AN YYYYMMDD Date Scheduled P&I Amount Is Next Scheduled To
Change
==================================== ================================ =====================================================
</TABLE>
Page 1 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Periodic" Update File
(Data Record Layout)
<TABLE>
<CAPTION>
==================================== ================================ =====================================================
Field Format
Field Name Number Type Example Description/Comments
==================================== ================================ =====================================================
==================================== ================================ =====================================================
<S> <C> <C> <C>
Scheduled Interest Amount 23 Numeric 1000.00 Scheduled Gross Interest Payment Due For The Current
Period
Scheduled Principal Amount 24 Numeric 1000.00 Scheduled Principal Payment Due For The Current
Period
Total Scheduled P&I Due 25 Numeric 1000.00 Scheduled Principal And Interest Payment Due For
The Current Period
Neg am/Deferred Interest Amount 26 Numeric 1000.00 Negative Amortization/Deferred Interest Amount Due
For The Current Period
Unscheduled Principal Collections 27 Numeric 1000.00 Unscheduled Payments Of Principal Received During
The Related Collection Period
Other Principal Adjustments 28 Numeric 1000.00 Unscheduled Principal Adjustments For The Related
Collection Period
Liquidation/Prepayment Date 29 AN YYYYMMDD Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd 30 Numeric 1000.00 Additional Payment Req'd From Borrower Due To
Prepayment Of Loan Prior To Maturity
Prepayment Interest Excess (Shortfall) 31 Numeric 1000.00 Scheduled Gross Interest Applicable To The
Prepayment Amount
Liquidation/Prepayment Code 32 Numeric 1 See Liquidation/Prepayment Codes Legend
Most Recent ASER $ 33 Numeric 1000.00 Excess Of The Principal Balance Over The Defined
Appraisal Percentage
Most Recent ASER Date 34 AN YYYYMMDD Date ASER Amount Applied To Loan
Cumulative ASER $ 35 Numeric 1000.00 Cumulative ASER Amount
Actual Balance 36 Numeric 100000.00 Outstanding Actual Principal Balance At The End Of
The Current Period
Total P&I Advance Outstanding 37 Numeric 1000.00 Outstanding P&I Advances At The End Of The Current
Period
Total T&I Advance Outstanding 38 Numeric 1000.00 Outstanding Taxes & Insurance Advances At The End
Of The Current Period
Other Expense Advance Outstanding 39 Numeric 1000.00 Other Outstanding Advances At The End Of The
Current Period
Status of Loan 40 AN 1 See Status Of Loan Legend
In Bankruptcy 41 AN Y Bankruptcy Status Of Loan (If In Bankruptcy "Y",
Else "N")
Foreclosure Date 42 AN YYYYMMDD Date Of Foreclosure
REO Date 43 AN YYYYMMDD Date Of REO
Bankruptcy Date 44 AN YYYYMMDD Date Of Bankruptcy
Net Proceeds Received on Liquidation 45 Numeric 100000.00 Net Proceeds Rec'd On Liquidation To Be Remitted To
The Tr Per The Tr Doc'n
Liquidation Expense 46 Numeric 100000.00 Expenses Associated With The Liq'n To Be Netted
From The Tr Per The Tr Doc'n
Realized Loss to Trust 47 Numeric 10000.00 Liquidation Balance Less Net Liquidation Proceeds
Received
Date of Last Modification 48 AN YYYYMMDD Date Loan Was Modified
Modification Code 49 Numeric 1 See Modification Codes Legend
Modified Note Rate 50 Numeric 0.09 Note Rate Loan Modified To
Modified Payment Rate 51 Numeric 0.09 Payment Rate Loan Modified To
Preceding Fiscal Year Revenue 52 Numeric 1000.00 Preceding Fiscal Year Revenue
Preceding Fiscal Year Expenses 53 Numeric 1000.00 Preceding Fiscal Year Expenses
Preceding Fiscal Year NOI 54 Numeric 1000.00 Preceding Fiscal Year Net Op Income
Preceding Fiscal Year Debt Svc Amt. 55 Numeric 1000.00 Preceding Fiscal Year Debt Svc Amount
Preceding Fiscal Year DSCR 56 Numeric 2.55 Preceding Fiscal Yr Debt Svc Cvrge Ratio
==================================== ================================ =====================================================
</TABLE>
- - ----------------------------------
All Financial Update Fields Are
Calculated and/or Presented in The
Manner Described in The Associated
Trust Documention
- - ----------------------------------
Page 2 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Periodic" Update File
(Data Record Layout)
<TABLE>
<CAPTION>
==================================== ================================ =====================================================
Field Format
Field Name Number Type Example Description/Comments
==================================== ================================ =====================================================
==================================== ================================ =====================================================
<S> <C> <C> <C>
Preceding Fiscal Yr Physical Occ'y 57 Numeric 0.85 Preceding Fiscal Year Physical Occupancy
Preceding FY Financial As of Date 58 AN YYYYMMDD Preceding Fiscal Year Financial As Of Date
Second Preceding FY Revenue 59 Numeric 1000.00 Second Preceding Fiscal Year Revenue
Second Preceding FY Expenses 60 Numeric 1000.00 Second Preceding Fiscal Year Expenses
Second Preceding FY NOI 61 Numeric 1000.00 Second Preceding Fiscal Year Net Operating Income
Second Preceding FY Debt Service 62 Numeric 1000.00 Second Preceding Fiscal Year Debt Service
Second Preceding FY DSCR 63 Numeric 2.55 Second Preceding Fiscal Year Debt Svc Cvrge Ratio
Sec Preceding FY Physical Occ'y 64 Numeric 0.85 Second Preceding Fiscal Year Physical Occupancy
Sec Preceding FY Fin'l As of Date 65 AN YYYYMMDD Second Preceding Fiscal Year Financial As Of Date
Most Recent Fiscal YTD Revenue 66 Numeric 1000.00 Most Recent Fiscal Year To Date Revenue
Most Recent Fiscal YTD Expenses 67 Numeric 1000.00 Most Recent Fiscal Year To Date Expenses
Most Recent Fiscal YTD NOI 68 Numeric 1000.00 Most Recent Fiscal Year To Date Net Operating Income
Most Recent Fiscal YTD Debt Service 69 Numeric 1000.00 Most Recent Fiscal Year To Date Debt Service
Most Recent Fiscal YTD DSCR 70 Numeric 2.55 Most Recent Fiscal Year To Date Debt Service
Coverage Ratio
Most Recent Fiscal YTD Phys. Occ. 71 Numeric 0.85 Most Recent Fiscal Year To Date Physical Occupancy
Most Recent Fiscal YTD Start Date 72 AN YYYYMMDD Most Recent Fiscal Year To Date Start Date
Most Recent Fiscal YTD End Date 73 AN YYYYMMDD Most Recent Fiscal Year To Date End Date
Most Recent Appraisal Date 74 AN YYYYMMDD The Date Of The Latest Available Appraisal For
The Property
Most Recent Appraisal Value 75 Numeric 100000.00 The Latest Available Appraisal Value For
The Property
Workout Strategy Code 76 Numeric 1 See Workout Strategy Codes Legend
Most Recent Spec Svc Transfer Date 77 AN YYYYMMDD Date Transferred To The Special Servicer
Most Recent Master Svc Return Date 78 AN YYYYMMDD Date Returned To The Master Servicer
Date Asset Expected to Be Resolved 79 AN YYYYMMDD Date Asset Is Expected To Be Resolved
Year Last Renovated 80 AN 1997 Year Property Last Renovated
==================================== ================================ =====================================================
</TABLE>
- - ---------------------------
Most Recent Fiscal YTD
Figures Are From The Last
Financials Processed By The
Servicer Pursuant To The
Terms Of The Trust
Document, And Cover The
Period From The Start Date
To The End Date.
- - ---------------------------
Page 3 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Periodic" Update File
(Data Record Layout)
<TABLE>
<CAPTION>
======================================= =========================================================== ==============================
Liquidation/Prepayment Code Status of Mortgage Loan Modification Code
Legend Legend Legend
======================================= =========================================================== ==============================
<S> <C> <S> <C> <S><C>
1 Partial Liq'n (Curtailment) A Payment Not Received But Still In Grace Period 1 Maturity Date Extension
2 Payoff Prior To Maturity B Late Payment But Less Than 1 Month Delinquent 2 Amortization Change
3 Disposition 0 Current 3 Principal Write-Off
4 Repurchase 1 One Month Delinquent 4 Combination
5 Full Payoff At Maturity 2 Two Months Delinquent
6 DPO 3 Three Or More Months Delinquent
7 Liquidation 4 Assumed Sched Payment (Performing Matured Ball'n)
7 Foreclosure
======================================= 9 REO ==============================
==========================================================
<CAPTION>
==========================================================
Workout Strategy Code
Legend
==========================================================
<S> <C>
1 Modification
2 Foreclosure
3 Bankruptcy
4 Extension
5 Note Sale
6 DPO
7 REO
8 Resolved
9 Pending Return to Master Servicer
10 Deed In Lieu Of Foreclosure
==========================================================
</TABLE>
Page 4 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Setup" File
(Data Record Layout)
<TABLE>
<CAPTION>
============================================ ======================================================================================
Specification Description/Comments
============================================ ======================================================================================
============================================ ======================================================================================
<S> <C>
Acceptable Media Types Magnetic Tape, Diskette, Electronic Transfer
Character Set ASCII
Field Delineation Comma
Density (Bytes-Per-Inch) 1600 or 6250
Magnetic Tape Label None (unlabeled)
Magnetic Tape Blocking Factor 10285 (17 records per block)
Physical Media Label Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking
Factor; Record Length
Return Address Label Required for return of physical media (magnetic tape or diskette)
============================================ ======================================================================================
<CAPTION>
============================================ =================================== =================================================
Field Format
Field Name Number Type Example Description/Comments
============================================ =================================== =================================================
============================================ =================================== =================================================
<S> <C> <C> <C> <C>
Transaction Id 1 AN XXX97001 Unique Issue Identification Mnemonic
Group Id 2 AN XXX9701A Unique Indentification Number Assigned To
Each Loan Group Within An Issue
Loan Id 3 AN 00000000012345 Unique Indentification Number Assigned To
Each Collateral Item In A Pool
Offering Document Loan Id 4 AN 123 Unique Indentification Number Assigned To
Each Collateral Item In The Prospectus
Original Note Amount 5 Numeric 1000000.00 The Mortgage Loan Balance At Inception Of
The Note
Original Term Of Loan 6 Numeric 240 Original Number Of Months Until Maturity
Of Loan
Original Amortization Term 7 Numeric 360 Original Number Of Months Loan Amortized
Over
Original Note Rate 8 Numeric 0.095 The Note Rate At Inception Of The Note
Original Payment Rate 9 Numeric 0.095 Original Rate Payment Calculated On
First Loan Payment Due Date 10 AN YYYYMMDD First Payment Date On The Mortgage Loan
Grace Days Allowed 11 Numeric 10 Number Of Days From Due Date Borrower Is
Permitted To Remit Payment
Interest Only (Y/N) 12 AN Y Y=Yes, N=No
Balloon (Y/N) 13 AN Y Y=Yes, N=No
Interest Rate Type 14 Numeric 1 1=Fixed, 2=Arm, 3=Step, 9=Other
Interest Accrual Method Code 15 Numeric 1 1=30/360, 2=Actual/365, 3=Actual/360,
4=Actual/Actual, 5=Actual/366,
6=Simple, 7=78'S
Interest in Arrears (Y/N) 16 AN Y Y=Yes, N=No
Payment Type Code 17 Numeric 1 See Payment Type Code Legend
Prepayment Lock-out End Date 18 AN YYYYMMDD Date After Which Loan Can Be Prepaid
Yield Maintenance End Date 19 AN YYYYMMDD Date After Which Loan Can Be Prepaid
Without Yield Maintenance
Prepayment Premium End Date 20 AN YYYYMMDD Date After Which Loan Can Be Prepaid
Without Penalty
============================================ =================================== =================================================
</TABLE>
Page 1 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Setup" File
(Data Record Layout)
<TABLE>
<CAPTION>
============================================ =================================== =================================================
Field Format
Field Name Number Type Example Description/Comments
============================================ =================================== =================================================
============================================ =================================== =================================================
<S> <C> <C> <C> <C>
Prepayment Terms Description 21 AN Text Description Of Prepayment Terms (Not To
Exceed 50 Characters)
ARM Index Code 22 AN A See Arm Index Code Legend
First Rate Adjustment Date 23 AN YYYYMMDD Date Note Rate Originally Changed
First Payment Adjustment Date 24 AN YYYYMMDD Date Payment Originally Changed
ARM Margin 25 Numeric 0.025 Rate Added To Index Used In The
Determination Of The Gross
Interest Rate
Lifetime Rate Cap 26 Numeric 0.15 Maximum Rate That The Borrower Must Pay
On An Arm Loan Per The Loan Agreement
Lifetime Rate Floor 27 Numeric 0.05 Minimum Rate That The Borrower Must Pay
On An Arm Loan Per The Loan Agreement
Periodic Rate Increase Limit 28 Numeric 0.02 Maximum Periodic Increase To The Note
Rate Allowed Per The Loan Agreement
Periodic Rate Decrease Limit 29 Numeric 0.02 Minimum Periodic Increase To The Note
Rate Allowed Per The Loan Agreement
Periodic Pay Adjustment Max-% 30 Numeric 0.03 Maximum Periodic % Increase To The
Borrowers P&I Payment Allowed Per The
Loan Agreement
Periodic Pay Adjustment Max-$ 31 Numeric 5000.00 Maximum Periodic Dollar Increase To The
Borrowers P&I Payment Allowed Per The
Loan Agreement
Payment Frequency 32 Numeric 1 1=Monthly, 3=Quarterly, 6=Semi-Annually,
12=Annually...
Rate Reset Frequency In Months 33 Numeric 1 1=Monthly, 3=Quarterly, 6=Semi-Annually,
12=Annually...
Pay Reset Frequency In Months 34 Numeric 1 1=Monthly, 3=Quarterly, 6=Semi-Annually,
12=Annually...
Rounding Code 35 Numeric 1 Rounding Method For Sum Of Index Plus
Margin (See Rounding Code Legend)
Rounding Increment 36 Numeric 0.00125 Used In Conjunction With Rounding Code
Index Look Back In Days 37 Numeric 45 Use Index In Effect X Days Prior To
Adjustment Date
Negative Amortization Allowed (Y/N) 38 AN Y Y=Yes, N=No
Max Neg Allowed (% Of Orig Bal) 39 Numeric 0.075 Maximum Lifetime Percentage Increase To
The Original Balance Allowed Per The
Loan Agreement
Maximum Negate Allowed ($) 40 Numeric 25000.00 Maximum Lifetime Dollar Increase To
The Original Balance Allowed Per The
Loan Agreement
Remaining Term At Securitization 41 Numeric 240 Remaining Number Of Months Until
Maturity Of Loan At Cutoff
Remaining Amor-Tm At Securitiz'n 42 Numeric 360 Remaining Number Of Months Loan
Amortized Over At Cutoff
Maturity Date At Securitization 43 AN YYYYMMDD The Scheduled Maturity Date Of The
Mortgage Loan At Securitization
Sched Prin Bal At Securitization 44 Numeric 1000000.00 The Scheduled Principal Balance Of The
Mortgage Loan At Securitization
Note Rate At Securitization 45 Numeric 0.095 Cutoff Annualized Gross Interest Rate
Applicable To The Calculation Of
Scheduled Interest
Servicer And Trustee Fee Rate 46 Numeric 0.00025 Cutoff Annualized Fee Paid To The
Servicer And Trustee
Fee Rate / Strip Rate 1 47 Numeric 0.00001 Cutoff Annualized Fee/Strip Netted
Against Current Note Rate To
Determine Net Pass-Through Rate
Fee Rate / Strip Rate 2 48 Numeric 0.00001 Cutoff Annualized Fee/Strip Netted
Against Current Note Rate To
Determine Net Pass-Through Rate
Fee Rate / Strip Rate 3 49 Numeric 0.00001 Cutoff Annualized Fee/Strip Netted
Against Current Note Rate To
Determine Net Pass-Through Rate
Fee Rate / Strip Rate 4 50 Numeric 0.00001 Cutoff Annualized Fee/Strip Netted
Against Current Note Rate To Determine
Net Pass-Through Rate
Fee Rate / Strip Rate 5 51 Numeric 0.00001 Cutoff Annualized Fee/Strip Netted
Against Current Note Rate To
Determine Net Pass-Through Rate
Net Rate At Securitization 52 Numeric 0.0947 Cutoff Annualized Interest Rate
Applicable To The Calculation Of
Remittance Interest
Periodic P&I Payment At Securitiz'n 53 Numeric 3000.00 The Periodic Scheduled Principal &
Interest Payment
============================================ =================================== =================================================
</TABLE>
Page 2 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Setup" File
(Data Record Layout)
<TABLE>
<CAPTION>
============================================ =================================== =================================================
Field Format
Field Name Number Type Example Description/Comments
============================================ =================================== =================================================
============================================ =================================== =================================================
<S> <C> <C> <C> <C>
# Of Properties 54 Numeric 13 The Number Of Properties Underlying The
Mortgage Loan
Property Name 55 AN Text If Number Of Properties Is Greater Than
1 Then "Various"
Property Address 56 AN Text If Number Of Properties Is Greater Than
1 Then "Various"
Property City 57 AN Text If Number Of Properties Is Greater Than
1 Then "Various"
Property State 58 AN Text If Number Of Properties Is Greater Than
1 Then "Various"
Property Zip Code 59 AN Text If Number Of Properties Is Greater Than
1 Then "Various"
Property County 60 AN Text If Number Of Properties Is Greater Than
1 Then "Various"
Property Type Code 61 AN MF If Number Of Properties Is Greater Than
1 Then "Various" (See Property Type
Code Legend)
Net Square Feet At Securitization 62 Numeric 25000 If Number Of Properties Is Greater Than
1 Then "000000"
# Of Units/Beds/Rms At Securitiz'n 63 Numeric 75 If Number Of Properties Is Greater Than
1 Then "000000"
Year Built 64 AN 1990 If Number Of Properties Is Greater Than
1 Then "000000"
NOI At Securitization 65 Numeric 100000.00 Net Operating Income At Securitization
DSCR At Securitization 66 Numeric 2.11 DSCR At Securitization
Appraisal Value At Securitization 67 Numeric 1000000.00 Appraisal Value At Securitization
Appraisal Date At Securitization 68 AN YYYYMMDD Appraisal Date At Securitization
Physical Occupancy At Securitization 69 Numeric 0.88 Physical Occupancy At Securitization
Revenue At Securitization 70 Numeric 100000.00 Revenue At Securitization
Operating Expenses At Securitization 71 Numeric 100000.00 Expenses At Securitization
Securitization Financials As Of Date 72 AN YYYYMMDD Securitization Financials As Of Date
Recourse (Y/N) 73 AN Y Y=Yes, N=No
Ground Lease (Y/N) 74 AN Y Y=Yes, N=No
Cross-Collateralized Loan Grouping 75 Numeric 9(3) All Loans With The Same Numeric Value Are
Crossed
Collection Of Escrows (Y/N) 76 AN Y Y=Yes, N=No
Collection Of Other Reserves (Y/N) 77 AN Y Y=Yes, N=No
Lien Position At Securitization 78 Numeric 1 1=First, 2=Second...
============================================ =================================== =================================================
</TABLE>
Page 3 of 4
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Loan Setup" File
(Data Record Layout)
<TABLE>
<CAPTION>
======================================== ========================================== =========================================
Payment Type Code ARM Index Code Rounding Code
Legend Legend Legend
======================================== ========================================== =========================================
<S> <C> <S> <C> <S> <C>
1 Fully Amortizing A 11 FHLB COFI (1 Month) 1 Unrounded
2 Amortizing Balloon B 11 FHLB COFI (6 Month) 2 Nearest Percentage Increment
3 Interest Only / Balloon C 1 Year CMT Weekly Average Treasury 3 Up To Nearest Percentage Increment
4 Interest Only / Amortizing D 3 Year CMT Weekly Average Treasury 4 Down To Nearest Percentage Increment
5 Interest Only / Amortizing / Balloon E 5 Year CMT Weekly Average Treasury
6 Principal Only F Wall Street Journal Prime Rate
9 Other G 1 Month LIBOR
H 3 Month LIBOR
======================================== I 6 Month LIBOR =========================================
J National Mortgage Index Rate
All Others Use Short Text Description
==========================================
<CAPTION>
==========================================
Property Types Code
Legend
==========================================
<S> <C>
MF Multifamily
RT Retail
HC Health Care
IN Industrial
WH Warehouse
MH Mobile Home Park
OF Office
MU Mixed Use
LO Lodging
SS Self Storage
OT Other
==========================================
</TABLE>
Page 4 of 4
<PAGE>
EXHIBIT M
FORM OF CSSA PROPERTY FILE REPORT
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Property" File
(Data Record Layout)
============================================= ================================
Field Format
Field Name Number Type Example
============================================= ================================
Transaction Id 1 AN XXX97001
Loan ID 2 AN XXX9701A
Prospectus Loan ID 3 AN 00000000012345
Property ID 4 AN 1001-001
Distribution Date 5 AN YYYYMMDD
Cross-Collateralized Loan Grouping 6 Numeric 9(3)
Property Name 7 AN Text
Property Address 8 AN Text
Property City 9 AN Text
Property State 10 AN FL
Property Zip Code 11 AN 30303
Property County 12 AN Text
Property Type Code 13 AN MF
Year Built 14 AN YYYY
Year Last Renovated 15 AN YYYY
Net Square Feet At Securitization 16 Numeric 25000
# Of Units/Beds/Rooms At Securitization 17 Numeric 75
Property Status 18 AN 1
Allocated Percentage of Loan at Securitization 19 Numeric 0.75
Current Allocated Percentage 20 Numeric 0.75
Current Allocated Loan Amount 21 Numeric 5900900
Ground Lease (Y/S/N) 22 AN N
Other Escrow / Reserve Balances 23 Numeric 25000
Most Recent Appraisal Date 24 AN YYYYMMDD
Most Recent Appraisal Value 25 Numeric 1000000
Date Asset is Expected to Be Resolved 26 AN YYYYMMDD
Foreclosure Date 27 AN YYYYMMDD
============================================= ================================
<TABLE>
<CAPTION>
============================================= ==================================================================== ==========
CSSA
Field Name Description/Comments Loan
============================================= ==================================================================== ==========
<S> <C> <C>
Transaction Id S1,P1
Loan ID S3,P3
Prospectus Loan ID From Offering Document S4,P4
Property ID Should contain Prospectus ID and propety identifier, e.g., 1001-001,
1000-002
Distribution Date P5
Cross-Collateralized Loan Grouping All Loans With The Same Numeric Value Are Crossed S75
Property Name S55
Property Address S56
Property City S57
Property State S58
Property Zip Code S59
Property County S60
Property Type Code S61
Year Built S64
Year Last Renovated P80
Net Square Feet At Securitization RT, IN, WH, OF, MU, SS,OT = SF S62
# Of Units/Beds/Rooms At Securitization MF, MHP, LO, HC = Units S63
Property Status 1=FCL, 2=REO, 3=Defeased, 4=Partial Release, 5= Released, 6=
Same as at securitization
Allocated Percentage of Loan at Securitization Issuer to allocate loan % attributable to property for
multi-property loans
Current Allocated Percentage Calculation based on Current Allocated Loan Amount and Current
SPB for associated loan.
Current Allocated Loan Amount Maintained by servicer. P7
Ground Lease (Y/S/N) Either Y=Yes, S=Subordinat, N= No ground lease S74
Other Escrow / Reserve Balances S77
Most Recent Appraisal Date P74
Most Recent Appraisal Value P75
Date Asset is Expected to Be Resolved Could be different dates for different properties if foreclosing P79
Foreclosure Date P42
============================================= ==================================================================== ==========
</TABLE>
"Setup File" - Should be included on the diskette
as part of the offering document.
Page 1 of 6
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Property" File
(Data Record Layout)
============================================= ================================
Field Format
Field Name Number Type Example
============================================= ================================
REO Date 28 AN YYYYMMDD
Occupancy % 29 Numeric 0.75
Occupancy Date 30 Numeric YYYYMMDD
Date Lease Rollover Review 31 AN YYYYMMDD
% Sq. Feet expiring 1-12 months 32 Numeric 0.20
% Sq. Feet expiring 13-24 months 33 Numeric 0.20
% Sq. Feet expiring 25-36 months 34 Numeric 0.20
% Sq. Feet expiring 37-48 months 35 Numeric 0.20
% Sq. Feet expiring 49-60 months 36 Numeric 0.20
Largest Tenant 37 AN Text
Square Feet of Largest Tenant 38 Numeric 15000
2nd Largest Tenant 39 AN Text
Square Feet of 2nd Largest Tenant 40 Numeric 15000
3rd Largest Tenant 41 AN Text
Square Feet of 3rd Largest Tenant 42 Numeric 15000
Fiscal Year End Month 43 Numeric 12
Securitization Financials As Of Date 44 AN YYYYMMDD
Revenue At Securitization 45 Numeric 1000000
Operating Expenses At Securitization 46 Numeric 1000000
NOI At Securitization 47 Numeric 1000000
DSCR At Securitization 48 Numeric 1.5
Appraisal Value At Securitization 49 Numeric 1000000
Appraisal Date At Securitization 50 AN YYYYMMDD
Physical Occupancy At Securitization 51 Numeric
Date of Last Inspection 52 AN YYYYMMDD
============================================= ================================
<TABLE>
<CAPTION>
============================================= ==================================================================== ==========
CSSA
Field Name Description/Comments Loan
============================================= ==================================================================== ==========
<S> <C> <C>
REO Date P43
Occupancy % Map to "Most Recent Fiscal YTD Phys. Occ." in CSSA P71
Occupancy Date Add a new field to the CSSA Loan file. P71
Date Lease Rollover Review Roll over review to be completed every 12 months
% Sq. Feet expiring 1-12 months
% Sq. Feet expiring 13-24 months
% Sq. Feet expiring 25-36 months
% Sq. Feet expiring 37-48 months
% Sq. Feet expiring 49-60 months
Largest Tenant For Office, WH, Retail, Industrial *Only if disclosed in
the offering document
Square Feet of Largest Tenant
2nd Largest Tenant For Office, WH, Retail, Industrial *Only if disclosed in
the offering document
Square Feet of 2nd Largest Tenant
3rd Largest Tenant For Office, WH, Retail, Industrial *Only if disclosed in
the offering document
Square Feet of 3rd Largest Tenant
Fiscal Year End Month Needed to indicate month ending for borrower's Fiscal Year
Securitization Financials As Of Date S72
Revenue At Securitization S70
Operating Expenses At Securitization S71
NOI At Securitization S65
DSCR At Securitization S66
Appraisal Value At Securitization S67
Appraisal Date At Securitization S68
Physical Occupancy At Securitization S69
Date of Last Inspection
============================================= ==================================================================== ==========
</TABLE>
"Setup File" - Should be included on the diskette
as part of the offering document.
Page 2 of 6
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Property" File
(Data Record Layout)
============================================= ================================
Field Format
Field Name Number Type Example
============================================= ================================
Preceding FY Financial As of Date 53 AN YYYYMMDD
Preceding Fiscal Year Revenue 54 Numeric 1,000,000
Preceding Fiscal Year Expenses 55 Numeric 1,000,000
Preceding Fiscal Year NOI 56 Numeric 1,000,000
Preceding Fiscal Year Debt Service Amt. 57 Numeric 1,000,000
Preceding Fiscal Year DSCR 58 Numeric 1.30
Preceding Fiscal Year Physical Occupancy 59 Numeric 0.90
Sec Preceding FY Financial As of Date 60 AN YYYYMMDD
Second Preceding FY Revenue 61 Numeric 1,000,000
Second Preceding FY Expenses 62 Numeric 1,000,000
Second Preceding FY NOI 63 Numeric 1,000,000
Second Preceding FY Debt Service 64 Numeric 1,000,000
Second Preceding FY DSCR 65 Numeric 1.30
Sec Preceding FY Physical Occupancy 66 Numeric 0.90
============================================= ================================
<TABLE>
<CAPTION>
============================================= ==================================================================== ==========
CSSA
Field Name Description/Comments Loan
============================================= ==================================================================== ==========
<S> <C> <C>
Preceding FY Financial As of Date P58
Preceding Fiscal Year Revenue P52
Preceding Fiscal Year Expenses P53
Preceding Fiscal Year NOI P54
Preceding Fiscal Year Debt Service Amt. P55
Preceding Fiscal Year DSCR P56
Preceding Fiscal Year Physical Occupancy P57
Sec Preceding FY Financial As of Date P65
Second Preceding FY Revenue P59
Second Preceding FY Expenses P60
Second Preceding FY NOI P61
Second Preceding FY Debt Service P62
Second Preceding FY DSCR P63
Sec Preceding FY Physical Occupancy P64
============================================= ==================================================================== ==========
</TABLE>
"Setup File" - Should be included on the diskette
as part of the offering document.
Page 3 of 6
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Property" File
(Data Record Layout)
<TABLE>
<CAPTION>
===================================================================================================================================
Field Name Relationship to Corresponding CSSA 100.1 Field
===================================================================================================================================
<S> <C>
Transaction Id Same as CSSA Loan File
Loan ID Same as CSSA Loan File
Prospectus Loan ID Same as CSSA Loan File
Property ID
Distribution Date Same as CSSA Loan File
Cross-Collateralized Loan Grouping
Property Name If Multi-Prop, no rollup to CSSA Loan File. Populate S55 with"Various."
Property Address If Multi-Prop, no rollup to CSSA Loan File. Populate S56 with"Various."
Property City If Multi-Prop, and all same then populate S57 with City, otherwise, "Various".
Missing info= "incomplete"
Property State If Multi-Prop, and all same then populate S58 with State, otherwise, "Various".
Missing info= "incomplete"
Property Zip Code If Multi-Prop, and all same then populate S59 with Zip, otherwise, "Various".
Missing info= "incomplete"
Property County If Multi-Prop, and all same then populate S60 with County, otherwise, "Various".
Missing info= "incomplete"
Property Type Code If Multi-Prop and all same then populate S61 with property type otherwise "Various".
Missing Info ="incomplete"
Year Built If Multi-Prop, and all same then populate S64 with year otherwise, "000000".
Year Last Renovated If Multi-Prop, and all same then populate P80 with year otherwise, "000000".
Net Square Feet At Securitization Roll-up to loan file if populated. If missing one or more than populate with "00000"
# Of Units/Beds/Rooms At Securitization Roll-up to loan file if populated. If missing one or more than populate with "00000"
Property Status If multi-prop and all same than populate CSSA Loan file with property, status,
otherwise various.
Allocated Percentage of Loan at Securitization No field needed in Cssa Loan file
Current Allocated Percentage No field needed in Cssa Loan file
Current Allocated Loan Amount Roll-up to Current Ending SPB (P7)
Ground Lease (Y/S/N) If any property is Y, or S then S74=Y
Other Escrow / Reserve Balances If any property populated, then S77=Y
Most Recent Appraisal Date If Multi-Prop, and all same then populate P74 with date, otherwise, "000000".
Most Recent Appraisal Value Roll-up to CSSA Loan File if populated. If missing any appraisal value, than
populate P75 with "000000)
Date Asset is Expected to Be Resolved If Multi-Prop, latest date from affiliated properties for P79.
Foreclosure Date If Multi-Prop, and all same then populate P42 with date, otherwise, "000000".
===================================================================================================================================
</TABLE>
"Setup File" - Should be included on the diskette
as part of the offering document.
Page 4 of 6
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Property" File
(Data Record Layout)
<TABLE>
<CAPTION>
===================================================================================================================================
Field Name Relationship to Corresponding CSSA 100.1 Field
===================================================================================================================================
<S> <C>
REO Date If Multi-Prop, and all same then populate P43 with date, otherwise, "000000".
Occupancy % [Weighted Average] For P71=Sum((Curr. Allocated % Prop A) *(Occupancy Prop A)...
(Curr. Allocated % Prop Z) * (Occupancy Prop Z)).
If missing one, then, "00000"
Occupancy Date If Multi-Prop, and all same then populate with date, otherwise, "various+K62".
Date Lease Rollover Review No Roll up to the CSSA loan format.
% Sq. Feet expiring 1-12 months No Roll up to the CSSA loan format.
% Sq. Feet expiring 13-24 months No Roll up to the CSSA loan format.
% Sq. Feet expiring 25-36 months No Roll up to the CSSA loan format.
% Sq. Feet expiring 37-48 months No Roll up to the CSSA loan format.
% Sq. Feet expiring 49-60 months No Roll up to the CSSA loan format.
Largest Tenant No Roll up to the CSSA loan format.
Square Feet of Largest Tenant No Roll up to the CSSA loan format.
2nd Largest Tenant No Roll up to the CSSA loan format.
Square Feet of 2nd Largest Tenant No Roll up to the CSSA loan format.
3rd Largest Tenant No Roll up to the CSSA loan format.
Square Feet of 3rd Largest Tenant No Roll up to the CSSA loan format.
Fiscal Year End Month No Roll up to the CSSA loan format.
Securitization Financials As Of Date If Multi-Prop, and all same then populate S72 with date, otherwise, "000000".
Revenue At Securitization Roll up to the CSSA Loan Format, if missing any properties populate S70 with "0000"
Operating Expenses At Securitization Roll up to the CSSA Loan Format, if missing any properties populate S71 with "0000"
NOI At Securitization Roll up to the CSSA Loan Format, if missing any properties populate S85 with "0000"
DSCR At Securitization [Weighted Average] S66=Sum((Allocated % at Sec. Prop A) *(DSCR Prop A)...
((Allocated % at Sec. Prop Z) * (DSCR Prop Z). If missing one, "00000"
Appraisal Value At Securitization Roll up to the CSSA Loan Format, if missing any properties populate S70 with "0000"
Appraisal Date At Securitization If Multi-Prop, and all same then populate S68 with date, otherwise, "000000".
Physical Occupancy At Securitization Weighted Average
Date of Last Inspection
===================================================================================================================================
</TABLE>
"Setup File" - Should be included on the diskette
as part of the offering document.
Page 5 of 6
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA "Property" File
(Data Record Layout)
<TABLE>
<CAPTION>
===================================================================================================================================
Field Name Relationship to Corresponding CSSA 100.1 Field
===================================================================================================================================
<S> <C>
Preceding FY Financial As of Date If Multi-Prop, and all same then populate P58 with date, otherwise,
"000000+K23K46".K1
Preceding Fiscal Year Revenue No Roll up to the CSSA loan format.
Preceding Fiscal Year Expenses No Roll up to the CSSA loan format.
Preceding Fiscal Year NOI No Roll up to the CSSA loan format.
Preceding Fiscal Year Debt Service Amt. No Roll up to the CSSA loan format.
Preceding Fiscal Year DSCR No Roll up to the CSSA loan format.
Preceding Fiscal Year Physical Occupancy No Roll up to the CSSA loan format.
Sec Preceding FY Financial As of Date No Roll up to the CSSA loan format.
Second Preceding FY Revenue No Roll up to the CSSA loan format.
Second Preceding FY Expenses No Roll up to the CSSA loan format.
Second Preceding FY NOI No Roll up to the CSSA loan format.
Second Preceding FY Debt Service No Roll up to the CSSA loan format.
Second Preceding FY DSCR No Roll up to the CSSA loan format.
Sec Preceding FY Physical Occupancy No Roll up to the CSSA loan format.
===================================================================================================================================
</TABLE>
"Setup File" - Should be included on the diskette
as part of the offering document.
Page 6 of 6
<PAGE>
EXHIBIT N
FORM OF COMPARATIVE FINANCIAL STATUS REPORT
<PAGE>
LB Commercial Mortgage Trust 1998-C1
COMPARATIVE FINANCIAL STATUS REPORT
as of _______________
================================================================================
S4 S57 S58 P7 P8
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Last
Property Scheduled Paid Annual
Inspect Loan Thru Debt
Prospectus ID City State Date Balance Date Service
- - --------------------------------------------------------------------------------
yy/mm
- - --------------------------------------------------------------------------------
List all loans currently in deal with or without information largest to smallest
loan
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Total: $ $
- - --------------------------------------------------------------------------------
================================================================================
Financial Information:
Current Full Year:
Current Full Yr. received with DSC < 1:
Prior Full Year:
Prior Full Yr. received with DSC < 1:
================================================================================
S72 S69 S70 S65 S66 P65 P64 P59 P61 P63
- - --------------------------------------------------------------------------------
Original Underwriting 2nd Preceding Annual Operating
- - --------------------------------------------------------------------------------
Information Information
- - --------------------------------------------------------------------------------
Basis Year as of _______ Normalized
- - --------------------------------------------------------------------------------
Financial Financial
Info Info
as of % Total % (1) as of % Total $ (1)
Date Occ Revenue NOI DSCR Date Occ Revenue NOI DSCR
- - --------------------------------------------------------------------------------
yy/mm yy/mm
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
WA $ $ WA WA $ $ WA
- - --------------------------------------------------------------------------------
================================================================================
Received Required
- - --------------------------------------------------------------------------------
Loans Balance Loans Balance
# % $ % # % $ %
================================================================================
================================================================================
P58 P57 P52 P54 P56 P72 P73 P66 P68 P70
- - --------------------------------------------------------------------------------
Preceding Annual Operating Trailing Financial
- - --------------------------------------------------------------------------------
Information Information
- - --------------------------------------------------------------------------------
as of _______ Normalized Month Reported Actual
- - --------------------------------------------------------------------------------
Financial
Info FS FS
as of % Total $ (1) Start End Total % (1)
Date Occ Revenue NOI DSCR Date Date Revenue NOI DSC
- - --------------------------------------------------------------------------------
yy/mm yy/mm yy/mm
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
WA $ $ WA WA $ $ WA
- - --------------------------------------------------------------------------------
================================================================================
(2)
- - ------------------------
Net Change
- - ------------------------
- - ------------------------
Preceding & Basis
- - ------------------------
%
% Total (1)
Occ Revenue DSC
- - ------------------------
- - ------------------------
- - ------------------------
WA $ WA
- - ------------------------
========================
(1) DSCR should match to Operating Statement and is normally calculated using
NOI / Debt Service.
(2) Net change should compare the latest year to the underwriting year
<PAGE>
EXHIBIT O
FORM OF REO STATUS REPORT
<PAGE>
LB Commercial Mortgage Trust 1998-C1
REO STATUS REPORT
as of ______________
<TABLE>
<CAPTION>
====================================================================================================================================
S62 or
S4 S55 S61 S57 S58 S63 P8 P7 P37 P39 P38
- - ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)
- - ------------------------------------------------------------------------------------------------------------------------------------
Other
Short Total Total Advances
Prospectus Name (When Property Sq Ft Paid Scheduled P&I Advances Expenses (Taxes &
ID Appropriate) Type City State or Units Thru Date Loan Balance To Date To Date Escrow)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
====================================================================================================================================
<CAPTION>
====================================================================================================================================
P25 P11 P58 P54 P81 P74 P75 P35
- - ------------------------------------------------------------------------------------------------------------------------------------
(e)=a+b+c+d (k) (j) (f)=(k/j) (g) (h)=(.92*g)-e (i)=(g/e)
- - ------------------------------------------------------------------------------------------------------------------------------------
Value Appraisal Total
Current LTM LTM using BPO or Loss using Appraisal
Total Monthly Maturity NOI NOI/ Cap Rate Valuation NOI & Internal 92% Appr. Estimated Reduciton
Exposure P&I Date Date DSC Assign Date Cap Rate Value** or BPO (f) Recovery % Realized
- - ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
====================================================================================================================================
</TABLE>
==============================================================
P77 P82 P79
- - --------------------------------------------------------------
- - --------------------------------------------------------------
REO Pending
Transfer Acquisition Resolution Comments
Date Date Date
- - --------------------------------------------------------------
==============================================================
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
Internal Value
<PAGE>
EXHIBIT P
FORM OF WATCH LIST REPORT
<PAGE>
LB Commercial Mortgage Trust
SERVICER WATCH LIST
as of ______________
<TABLE>
<CAPTION>
====================================================================================================================================
S4 S55 S61 S57 S58 P7 P8 P11 P54
- - ------------------------------------------------------------------------------------------------------------------------------------
Short Name Scheduled
Prospectus ID (When Appropriate) Property Type City State Loan Balance Paid Thru Date Maturity Date LTM DSCR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
List all loans on watch list and reason sorted in decending balance order.
Total: $
====================================================================================================================================
</TABLE>
*LTM - Last 12 months either trailing or last annual
<PAGE>
EXHIBIT Q
FORM OF DELINQUENT LOAN STATUS REPORT
<PAGE>
LB Commercial Mortgage Trust 1998-C1
DELIQUENT LOAN STATUS REPORT
as of ___________
<TABLE>
<CAPTION>
====================================================================================================================================
S62 or
S4 S55 S61 S57 S58 S63 P8 P7 P37 P39 P38
- - ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d)
- - ------------------------------------------------------------------------------------------------------------------------------------
Other
Short Name Sq Ft Paid Scheduled Total P&I Total Advances
(When Property or Thru Loan Advances Expenses (Taxes &
Prospectus ID Appropriate) Type City State Units Date Balance To Date To Date Escrow)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
60 DAYS DELINQUENT
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
30 DAYS DELINQUENT
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Current & at Special Servicer
- - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
====================================================================================================================================
P25 P10 P11 P58 P54 P55 P81 P74 P75
- - ------------------------------------------------------------------------------------------------------------------------------------
(e)=a+b+c+d (f)=P38/P81 (g)= (.92*f)-e (h)=(g/e)
- - ------------------------------------------------------------------------------------------------------------------------------------
Value Appraisal Loss
Current Current LTM ***Cap using BPO or using 90%
Total Monthly Interest Maturity NOI LTM LTM Rate NOI & Valuation Internal Appr. or Estimated
Exposure P&I Rate Date Date NOI DSCR Assigned Cap Rate Date Value** BPO (f) Recovery %
- - ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
===================================================================================================
P35 P77 P79 P42 P82 P76
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
Total Appraisal Expected
Reduction Transfer Resolution FCL Start FCL Sale Workout
Realized Date Date Date Date Strategy Comments
- - ---------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------
</TABLE>
FCL - Foreclosure
LTM - Latest 12 Months either Last Annual or Trailing 12 months
- - --------------------------
* Workout Strategy should match the CSSA Loan file using abreviated words in
place of a code number such as (FCL - In Foreclosure, MOD - Modification,
DPO - Discount Payoff, NS - Note Sale, BK - Bankrupcy, PP - Payment Plan,
TBD - To Be Determined etc...) It is possible to combine the status codes if
the loan is going in more than one direction. (i.e. FCL/Mod, BK/Mod,
BK/FCL/DPO)
** App - Appraisal, BPO - Broker opinion, Int. - Internal Value
*** How to determine the cap rate is agreed upon by Underwriter and special
servicer - to be provided by a third party.
<PAGE>
EXHIBIT R
FORM OF HISTORICAL LOAN MODIFICATION REPORT
<PAGE>
LB Commercial Mortgage Trust 1998-C1
HISTORICAL LOAN MODIFICATION REPORT
as of _________________
<TABLE>
<CAPTION>
====================================================================================================================================
S4 S57 S58 P49 P48 P7* P7* P50*
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance Balance at
Mod / When Sent the Effective # Mths
Prospectus Extension Effect to Special Date of for Rate
ID City State Flag Date Servicer Rehabilitation Old Rate Change
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
- - ------------------------------------------------------------------------------------------------------------------------------------
Information is as of modification. Each line it should not change in the future. Only new modifications should be added.
- - ------------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
Total For All Loans:
- - ------------------------------------------------------------------------------------------------------------------------------------
Total For Loans in Current Month:
- - ------------------------------------------------------------------------------------------------------------------------------------
# of Loans $ Balance
- - ------------------------------------------------------------------------------------------------------------------------------------
Modifications:
- - ------------------------------------------------------------------------------------------------------------------------------------
Maturity Date Extentions:
- - ------------------------------------------------------------------------------------------------------------------------------------
Total:
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
====================================================
P50* P25* P25* P11* P11*
- - ----------------------------------------------------
- - ----------------------------------------------------
Total #
Mths for
New Old New Old New Change
Rate P&I P&I Maturity Maturity of Mod
====================================================
<S> <C> <C> <C> <C> <C>
- - ----------------------------------------------------
- - ----------------------------------------------------
- - ----------------------------------------------------
====================================================
- - ----------------------------------------------------
- - ----------------------------------------------------
- - ----------------------------------------------------
- - ----------------------------------------------------
- - ----------------------------------------------------
- - ----------------------------------------------------
</TABLE>
* The information in these columns is from a particular point in time and
should not change on this report once assigned.
(1) Actual principal loss taken by bonds
<PAGE>
EXHIBIT S
FORM OF HISTORICAL LOSS ESTIMATE REPORT
<PAGE>
LB Commercial Mortgage Trust 1998-C1
HISTORICAL LOSS ESTIMATE REPORT (RE0-SOLD or DISCOUNTED PAYOFF)
as of _________________
<TABLE>
<CAPTION>
====================================================================================================================================
S4 S55 S61 S57 S58 P45/P7 P75 P45 P7 P37
- - ------------------------------------------------------------------------------------------------------------------------------------
(c)=b/a (a) (b) (d) (e) (f)
- - ------------------------------------------------------------------------------------------------------------------------------------
Latest
Short Name Appraisal Effect Net Amt Total
Prospectus (When Property % Received or Brokers Date of Sales Received Scheduled P&I
ID Appropriate) Type City State From Sale Opinion Sale Price from Sale Balance Advanced
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
- - ------------------------------------------------------------------------------------------------------------------------------------
All information is from the liquidation date and does not need to be updated.
- - ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
Total all Loans:
- - ------------------------------------------------------------------------------------------------------------------------------------
Current Month Only:
====================================================================================================================================
<CAPTION>
====================================================================================================================
P39+P38
- - --------------------------------------------------------------------------------------------------------------------
(g) (h) (i)=d-(f+g+h) (k)=i-e (m) (n)=k+m (o)=n/e
- - --------------------------------------------------------------------------------------------------------------------
Servicing Actual Minor Total Loss %
Total Fees Losses Date Loss Adj to Minor Adj Loss with of Scheduled
Expenses Expense Net Proceeds Passed thru Passed thru Trust Passed thru Adjustment Balance
====================================================================================================================
<C> <C> <C> <C> <C> <C> <C> <C> <C>
- - --------------------------------------------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------------------------------------------
====================================================================================================================
- - --------------------------------------------------------------------------------------------------------------------
====================================================================================================================
</TABLE>
<PAGE>
EXHIBIT T
FORM OF NOI ADJUSTMENT WORKSHEET
<PAGE>
LB Commercial Mortgage Trust 1998-C1
Form of NOI ADJUSTMENT WORKSHEET for "year"
as of _____________
PROPERTY OVERVIEW
LB Control Number
Current Balance/Paid to Date
Property Name
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations Borrower Adjustment Normalized
Occupancy Rate *
Average Rental Rate
*Occupancy rates are year end or the ending
date of the financial statement for the period.
INCOME:
Number of Mos.Annualized "Year"
Period Ended Borrower Adjustment Normalized
Statement Classification Actual
Rental Income (Category 1)
Rental Income (Category 2)
Rental Income (Category 3)
Pass Throughs/Escalations
Other Income
Effective Gross Income $0.00 $0.00 $0.00
Normalized - Full year financial statements
that have been reviewed by the Servicer.
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
General & Administration
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
Total Operating Expenses $0.00 $0.00 $0.00
Operating Expense Ratio
Net Operating Income $0.00 $0.00 $0.00
Leasing Commissions
Tenant Improvements
Replacement Reserve
Total Capital Items $0.00 $0.00 $0.00
N.O.I. After Capital Items $0.00 $0.00 $0.00
Debt Service (per Servicer) $0.00 $0.00 $0.00
Cash Flow after debt service $0.00 $0.00 $0.00
(1)DSCR: (NOI/Debt Service)
DSCR: (after reserves\Cap exp.)
Source of Financial Data:
(ie. operating statements, financial
statements, tax return, other)
Notes and Assumptions:
- - --------------------------------------------------------------------------------
This report should be completed by the Servicer for any "Normalization" of the
Borrower's numbers.
The "Normalized" column is used in the Operating Statement Analysis Report.
This report may vary depending on the property type and because of the way
information may vary in each borrower's statement.
Income: Comments
Expense: Comments
Capital Items: Comments
(1) Used in the Comparative Financial Status Report
<PAGE>
EXHIBIT U
FORM OF OPERATING STATEMENT ANALYSIS
<PAGE>
LB Commercial Mortgage Trust 1998-C1
OPERATING STATEMENT ANALYSIS REPORT
as of _____________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PROPERTY OVERVIEW
LB Control Number
Current Balance/Paid to Date
Property Name
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations Underwriting 1994 1995 1996 Trailing
Occupancy Rate *
Average Rental Rate
* Occupancy rates are year end or the ending date of the financial statement for the period.
<CAPTION>
INCOME: No. of Mos.
-------------
Number of Mos. Prior Year Current Yr.
Period Ended Underwriting 1994 1995 1996 97 Trailing** 1996-Base 1996-1995
Statement Classification Base Line Normalized Normalized Normalized as of / /97 Variance Variance
<S> <C> <C> <C> <C> <C> <C> <C>
Rental Income (Category 1)
Rental Income (Category 2)
Rental Income (Category 3)
Pass Through/Escalations
Other Income
Effective Gross Income $0.00 $0.00 $0.00 $0.00 $0.00 % %
Normalized - Full year Financial statements that have been reviewed by the underwriter or Servicer
** Servicer will not be expected to "Normalize" these YTD numbers.
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
General & Administration
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
Total Operating Expenses $0.00 $0.00 $0.00 $0.00 $0.00 % %
Operating Expense Ratio
Net Operating Income $0.00 $0.00 $0.00 $0.00 $0.00
Leasing Commissions
Tenant Improvements
Replacement Reserve
Total Capital Items $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
N.O.I. After Capital Items $0.00 $0.00 $0.00 $0.00 $0.00
Debt Service (per Servicer) $0.00 $0.00 $0.00 $0.00 $0.00
Cash Flow after debt service $0.00 $0.00 $0.00 $0.00 $0.00
(1) DSCR: (NOI/Debt Service)
DSCR: (after reserves\Cap exp.)
Source of Financial Data:
(ie. operating statements, financial statements, tax returns, other)
</TABLE>
Notes and Assumptions:
================================================================================
The years shown above will roll always showing a three year history. 1996 is the
current year financials; 1995 is the prior year financials.
This report may vary depending on the property type and because of the way
information may vary in each borrowers statement.
Rental Income needs to be broken down, differently whenever possible for each
property type as follows: Retail: 1) Base Rent 2)Percentage rents on cashflow
Hotel: 1)Room Revenue 2)Food/Beverage Nursing Home: 1)Private 2) Medicaid 3)
Medicare
Income: Comment
Expense: Comment
Capital Items: Comment
(1) Used in the Comparative Financial Status Report
<PAGE>
EXHIBIT V
FORM OF LOAN PAYOFF NOTIFICATION REPORT
