SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: July 31, 1998,
(Date of earliest event reported)
Morgan Stanley Capital I Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-45467-01 13-3291626
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1585 Broadway, New York, N.Y. 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
<PAGE>
Item 5. Other Events.
Attached as Exhibit 1 is the Pooling and Servicing Agreement (as defined
below) for the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 (the "Certificates"). On August 26, 1998, Morgan
Stanley Capital I Inc. (the "Company") caused the issuance of the Certificates,
pursuant to a Pooling and Servicing Agreement dated as of August 1, 1998 (the
"Pooling and Servicing Agreement") by and among the Company, Amresco Services,
L.P., as master servicer, Lennar Partners, Inc., as special servicer, LaSalle
National Bank, as trustee, and ABN AMRO Bank N.V., as fiscal agent in twenty-one
classes: the Class A-1, Class A-2, Class A-MF1, Class A-MF2, Class X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Classs K, Class
L, Class M, Class N, Class Q, Class R-I, Class R-II and Class R-III
Certificates.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
1 4 Pooling and Servicing Agreement
dated as of August 1, 1998.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
MORGAN STANLEY CAPITAL I INC.
By: /s/ Russel Rhabany
-------------------
Name: Russel Rhabany
Title: Vice President
Date: August 1, 1998
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MORGAN STANLEY CAPITAL I INC.,
as Depositor,
and
AMRESCO SERVICES, L.P.,
as Master Servicer,
and
LENNAR PARTNERS, INC.
as Special Servicer,
LASALLE NATIONAL BANK,
as Trustee,
and
ABN AMRO BANK N.V.,
as Fiscal Agent,
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POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1998
----------------------------------------
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-CF1
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Execution Copy
<PAGE>
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.1 Definitions
Section 1.2 Calculations Respecting Mortgage Loans
Section 1.3 Calculations Respecting Accrued Interest
Section 1.4 Interpretation
Section 1.5 ARD Loans
ARTICLE II
DECLARATION OF TRUST; ISSUANCES OF CERTIFICATES
Section 2.1 Conveyance of Mortgage Loans
Section 2.2 Acceptance by Trustee
Section 2.3 Sellers' Repurchase of Mortgage Loans for Document Defects and
Breaches of Representations and Warranties
Section 2.4 Representations and Warranties
Section 2.5 Conveyance of Interests
ARTICLE III
THE CERTIFICATES
Section 3.1 The Certificates
Section 3.2 Registration
Section 3.3 Transfer and Exchange of Certificates
Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificates
Section 3.5 Persons Deemed Owners
Section 3.6 Access to List of Certificateholders' Names and Addresses
Section 3.7 Book-Entry Certificates
Section 3.8 Notices to Clearing Agency
Section 3.9 Definitive Certificates
Section 3.10 Appointment of Paying Agent
ARTICLE IV
ADVANCES
Section 4.1 P&I Advances by Master Servicer
Section 4.2 Servicing Advances
Section 4.3 Advances by Trustee
Section 4.4 Evidence of Nonrecoverability
Section 4.5 Interest on Advances; Calculation of Outstanding Advances
with Respect to a Mortgage Loan
Section 4.6 Reimbursement of Advances and Advance Interest
ARTICLE V
ADMINISTRATION OF THE TRUST
Section 5.1 Collections
Section 5.2 Application of Funds in the Certificate Account
Section 5.3 Distribution Account
Section 5.4 Trustee Reports
Section 5.5 Trustee Tax Reports
ARTICLE VI
DISTRIBUTIONS
Section 6.1 Distributions Generally
Section 6.2 REMIC I
Section 6.3 REMIC II
Section 6.4 REMIC III
Section 6.5 Allocation of Realized Losses, Expense Losses and
Shortfalls Due to Nonrecoverability
Section 6.6 Net Aggregate Prepayment Interest Shortfalls
Section 6.7 Adjustment of Servicing Fees
Section 6.8 Appraisal Reductions
Section 6.9 Compliance with Withholding Requirements
Section 6.10 Prepayment Premiums
Section 6.11 Excess Interest
Section 6.12 Grantor Trust Reporting
ARTICLE VII
CONCERNING THE TRUSTEE
Section 7.1 Duties of Trustee
Section 7.2 Certain Matters Affecting the Trustee
Section 7.3 Trustee and Fiscal Agent Not Liable for Certificates
or Interests or Mortgage Loans
Section 7.4 Trustee and Fiscal Agent May Own Certificates
Section 7.5 Eligibility Requirements for Trustee
Section 7.6 Resignation and Removal of Trustee
Section 7.7 Successor Trustee and Fiscal Agent
Section 7.8 Merger or Consolidation of Trustee
Section 7.9 Appointment of Co-Trustee, Separate Trustee or Custodian
Section 7.10 Authenticating Agents
Section 7.11 Indemnification of Trustee and Fiscal Agent
Section 7.12 Fees and Expenses of Trustee
Section 7.13 Collection of Moneys
Section 7.14 Trustee To Act; Appointment of Successor
Section 7.15 Notification to Holders
Section 7.16 Representations and Warranties of the Trustee
Section 7.17 Fidelity Bond and Errors and Omissions Insurance
Policy Maintained by the Trustee
Section 7.18 Fiscal Agent Appointed; Concerning the Fiscal Agent
ARTICLE VIII
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 8.1 Servicing Standard; General Powers and Duties
Section 8.2 Collection of Mortgage Loan Payments
Section 8.3 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts and Reserve Accounts
Section 8.4 Sub-Servicing Agreements
Section 8.5 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage
Section 8.6 Enforcement of Due-On-Sale Clauses; Assumption Agreements;
Subordinate Financing
Section 8.7 Realization Upon Defaulted Mortgage Loans
Section 8.8 Trustee to Cooperate; Release of Mortgage Files
Section 8.9 Documents, Records and Funds in Possession of Master Servicer
or Special Servicer to be Held for Trustee for the
Benefit of Certificateholders
Section 8.10 Servicing Compensation
Section 8.11 Master Servicer Reports; Account Statements
Section 8.12 Annual Statement as to Compliance
Section 8.13 Annual Independent Public Accountants' Servicing Report
Section 8.14 Certain Reports Regarding the Mortgage Loans and
the Mortgaged Properties
Section 8.15 Certain Available Information and Related Rights of the
Master Servicer and the Special Servicer
Section 8.16 Rule 144A Information
Section 8.17 Inspections; Collection of Financial Statements
Section 8.18 Modifications, Waivers, Amendments, Extensions and Consents
Section 8.19 Title to REO Property
Section 8.20 Management of REO Property
Section 8.21 Additional Obligations of the Master Servicer
Section 8.22 Representations, Warranties and Covenants of the Master
Servicer and the Special Servicer
Section 8.23 Merger or Consolidation
Section 8.24 Resignation of Master Servicer or Special Servicer
Section 8.25 Assignment or Delegation of Duties by Master Servicer
or the Special Servicer
Section 8.26 Limitation on Liability of Master Servicer, Special Servicer
and Others
Section 8.27 Indemnification; Third-Party Claims
Section 8.28 Tax Reporting
Section 8.29 Certain Special Servicer Reports
Section 8.30 Qualification to Service
Section 8.31 Sale of Defaulted Mortgage Loans and REO Properties
Section 8.32 Operating Adviser; Elections
Section 8.33 Duties of Operating Adviser
Section 8.34 Duties of Healthcare Adviser; Compensation of Healthcare Adviser
Section 8.35 Healthcare Adviser; Elections
Section 8.36 Limitation on Liability of Healthcare Adviser
Section 8.37 Exchange Act Reporting
Section 8.38 Interest Reserve Account
ARTICLE IX
Section 9.1 Event of Default
Section 9.2 Trustee to Act; Appointment of Successor
Section 9.3 Notification to Certificateholders
Section 9.4 Waiver of Events of Default
ARTICLE X
PURCHASE AND TERMINATION OF THE TRUST
Section 10.1 Termination of Trust Upon Repurchase or Liquidation
of All Mortgage Loans
Section 10.2 Procedure Upon Termination of Trust
Section 10.3 Additional Trust Termination Requirements
ARTICLE XI
RIGHTS OF CERTIFICATEHOLDERS
Section 11.1 Limitation on Rights of Holders
Section 11.2 Access to List of Holders
Section 11.3 Acts of Holders of Certificates
ARTICLE XII
REMIC ADMINISTRATION
Section 12.1 REMIC Administration
Section 12.2 Prohibited Transactions and Activities
Section 12.3 Modifications of Mortgage Loans
Section 12.4 Liability with Respect to Certain Taxes and Loss of REMIC Status
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.1 Binding Nature of Agreement
Section 13.2 Entire Agreement
Section 13.3 Amendment
Section 13.4 Governing Law
Section 13.5 Notices
Section 13.6 Severability of Provisions
Section 13.7 Indulgences; No Waivers
Section 13.8 Headings Not to Affect Interpretation
Section 13.9 Benefits of Agreement
Section 13.10 Special Notices to the Rating Agencies
Section 13.11 Counterparts
Section 13.12 Intention of Parties
Section 13.13 Recordation of Agreement
Section 13.14 Rating Agency Monitoring Fees
EXHIBITS
EXHIBIT A-1 FORM OF CLASS A-1 CERTIFICATE
EXHIBIT A-2 FORM OF CLASS A-2 CERTIFICATE
EXHIBIT A-3 FORM OF CLASS A-MF1 CERTIFICATE
EXHIBIT A-4 FORM OF CLASS A-MF2 CERTIFICATE
EXHIBIT A-5 FORM OF CLASS B CERTIFICATE
EXHIBIT A-6 FORM OF CLASS C CERTIFICATE
EXHIBIT A-7 FORM OF CLASS D CERTIFICATE
EXHIBIT A-8 FORM OF CLASS E CERTIFICATE
EXHIBIT A-9 FORM OF CLASS F CERTIFICATE
EXHIBIT A-10 FORM OF CLASS G CERTIFICATE
EXHIBIT A-11 FORM OF CLASS H CERTIFICATE
EXHIBIT A-12 FORM OF CLASS J CERTIFICATE
EXHIBIT A-13 FORM OF CLASS K CERTIFICATE
EXHIBIT A-14 FORM OF CLASS L CERTIFICATE
EXHIBIT A-15 FORM OF CLASS M CERTIFICATE
EXHIBIT A-16 FORM OF CLASS N CERTIFICATE
EXHIBIT A-17 FORM OF CLASS Q CERTIFICATE
EXHIBIT A-18 FORM OF CLASS R-I CERTIFICATE
EXHIBIT A-19 FORM OF CLASS R-II CERTIFICATE
EXHIBIT A-20 FORM OF CLASS R-III CERTIFICATE
EXHIBIT A-21 FORM OF CLASS X CERTIFICATE
EXHIBIT B-1 FORM OF INITIAL CERTIFICATION OF TRUSTEE
EXHIBIT B-2 FORM OF FINAL CERTIFICATION OF TRUSTEE
EXHIBIT C FORM OF REQUEST FOR RELEASE
EXHIBIT D-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE
PRIVATELY OFFERED CERTIFICATES
EXHIBIT D-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE
PRIVATELY OFFERED CERTIFICATES
EXHIBIT D-2B FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE
PRIVATELY OFFERED CERTIFICATES
EXHIBIT D-3A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN
BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES
EXHIBIT D-3B FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN
BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES
EXHIBIT E-1A FORM OF TRANSFER AFFIDAVIT AND AGREEMENT FOR TRANSFERS OF REMIC
RESIDUAL CERTIFICATES
EXHIBIT E-1B FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF REMIC RESIDUAL
CERTIFICATES
EXHIBIT F FORM OF REGULATION S CERTIFICATE
EXHIBIT G-1 FORM OF COMPARATIVE FINANCIAL STATUS REPORT
EXHIBIT G-2 FORM OF DELINQUENT LOAN STATUS REPORT
EXHIBIT G-3 FORM OF HISTORICAL LOAN MODIFICATION REPORT
EXHIBIT G-4 FORM OF HISTORICAL LOSS ESTIMATE REPORT
EXHIBIT G-5 FORM OF REO STATUS REPORT
EXHIBIT G-6 FORM OF WATCH LIST
EXHIBIT G-7 FORM OF OPERATING STATEMENT ANALYSIS REPORT
EXHIBIT G-8 FORM OF NOI ADJUSTMENT WORKSHEET
EXHIBIT G-9 CSSA 100.1 SET-UP DATA RECORD LAYOUT
EXHIBIT G-10 CSSA 100.1 PERIOD DATA RECORD LAYOUT
EXHIBIT G-11 CSSA 100.1 PROPERTY DATA FILE
EXHIBIT H FORM OF EXCHANGE CERTIFICATION
EXHIBIT I FORM OF EUROCLEAR OR CEDEL CERTIFICATE
EXHIBIT J FORM OF CERTIFICATE ACCOUNT WIRE TRANSFER AGREEMENT
EXHIBIT K FORM OF PROOF OF CERTIFICATEHOLDER STATUS LETTER
EXHIBIT L FORM OF INSPECTION REPORT
EXHIBIT M FORM OF MONTHLY CERTIFICATEHOLDER REPORT
EXHIBIT N RESERVED
EXHIBIT O FORM OF SPECIALLY SERVICED ASSET REPORT
EXHIBIT P FORM OF SPECIAL SERVICER MONTHLY REPORT
EXHIBIT Q FORM OF MORTGAGE LOAN INFORMATION
EXHIBIT R-1 REPRESENTATIONS AND WARRANTIES OF CONTI IN RESPECT
OF CONTI LOANS
EXHIBIT R-2 REPRESENTATIONS AND WARRANTIES OF MSMC IN RESPECT OF MSMC LOANS
EXHIBIT R-3 REPRESENTATIONS AND WARRANTIES OF RMF IN RESPECT OF RMF LOANS
EXHIBIT S-1 FORM OF POWER OF ATTORNEY FOR MASTER SERVICER
EXHIBIT S-2 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER
SCHEDULE I CONTITRADE LOAN SCHEDULE
SCHEDULE II MSMC LOAN SCHEDULE
SCHEDULE III RMF LOAN SCHEDULE
SCHEDULE IV HEALTH CARE LOAN SCHEDULE
SCHEDULE V SCHEDULE OF PRIMARY SERVICERS
<PAGE>
THIS POOLING AND SERVICING AGREEMENT is dated as of August 1, 1998 (this
"Agreement") among MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as
depositor (the "Depositor"), AMRESCO SERVICES, L.P., as master servicer (the
"Master Servicer"), LENNAR PARTNERS, INC., as special servicer (the "Special
Servicer"), LASALLE NATIONAL BANK, as trustee of the Trust (the "Trustee"), and
ABN AMRO BANK N.V., as fiscal agent (the "Fiscal Agent").
PRELIMINARY STATEMENT
On the Closing Date, the Depositor will acquire the Mortgage Loans from
ContiTrade Services L.L.C. ("ContiTrade"), Morgan Stanley Mortgage Capital Inc.
("MSMC") and Red Mountain Funding, L.L.C. ("RMF") (each, a "Seller" and
collectively, the "Sellers"), and will be the owner of the Mortgage Loans and
the other property being conveyed by it to the Trustee for inclusion in the
Trust (as defined herein). On the Closing Date, the Depositor will acquire (i)
the REMIC I Regular Interests and the Class R-I Certificate as consideration for
its transfer to the Trust of the Mortgage Loans and the other property
constituting the Trust; (ii) the REMIC II Regular Interests and the Class R-II
Certificates as consideration for its transfer of the REMIC I Interests to the
Trust; and (iii) the REMIC III Certificates as consideration for its transfer of
the REMIC II Regular Interests to the Trust. The Depositor has duly authorized
the execution and delivery of this Agreement to provide for the foregoing and
the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates
representing in the aggregate the entire beneficial ownership of REMIC I, (B)
the REMIC II Regular Interests and the Class R-II Certificates representing in
the aggregate the entire beneficial ownership of REMIC II and (C) the REMIC III
Certificates representing in the aggregate the entire beneficial ownership of
REMIC III. All covenants and agreements made by the Depositor and the Trustee
herein with respect to the Mortgage Loans and the other property constituting
the Trust are for the benefit of the Holders of the REMIC I Regular Interests,
the REMIC II Regular Interests, the Residual Certificates, and the REMIC Regular
Certificates. The parties hereto are entering into this Agreement, and the
Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.
The Class A-1, Class A-2, Class A-MF1, Class A-MF2, Class B, Class C, Class
D and Class E Certificates have been offered for sale pursuant to the prospectus
(the "Prospectus") dated August 3, 1998, as supplemented by the prospectus
supplement dated August 13, 1998 (together, the "Prospectus Supplement") and the
Class X, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class R-I, Class R-II and Class R-III Certificates have been offered for sale
pursuant to the Private Placement Memorandum dated August 13, 1998 (the "Private
Placement Memorandum").
The following sets forth the Class designation, Pass-Through Rate, initial
Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled
Distribution Date for each Class of REMIC I Regular Interests and the Class R-I
Certificates comprising the interests in REMIC I, each Class of REMIC II Regular
Interests and the Class R-II Certificate comprising the interests in REMIC II
and each Class of REMIC III Certificates comprising the interests in REMIC III
created hereunder:
REMIC I
Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest")
will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular
Interest will have a pass-through rate equal to the REMIC I Net Mortgage Rate of
the related Mortgage Loan, an initial principal amount (the initial "Certificate
Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date (as
herein defined) of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a latest possible maturity date set to the Maturity Date
(as defined herein) of the Mortgage Loan to which the Corresponding REMIC I
Regular Interest relates. The Class R-I Certificate will be designated as the
sole class of residual interests in REMIC I and will have no Certificate Balance
and no Pass-Through Rate, but will be entitled to receive the proceeds of any
assets remaining in REMIC I after all classes of REMIC I Regular Interests have
been paid in full.
REMIC II
The REMIC II Regular Interests have the pass-through rates and Certificate
Balances set forth in the definition thereof. The Class R-II Certificate will be
designated as the sole class of residual interests in REMIC II and will have no
Certificate Balance and no Pass-Through Rate, but will be entitled to receive
the proceeds of any assets remaining in REMIC II after all classes of REMIC II
Regular Interests have been paid in full.
REMIC III
Initial Aggregate
Certificate Principal
Designation Initial Pass-Through Rate(a) or Notional Amount
- ----------- ---------------------------- ----------------------
Class A-1 6.33% $231,000,000
Class A-2 6.60% 365,026,000
Class A-MF1 6.52% 98,712,000
Class A-MF2 6.53% 83,134,000
Class X 1.06% 1,107,291,368
Class B 6.88% 55,364,000
Class C 7.13% 60,901,000
Class D 7.35% 60,901,000
Class E 7.35% 19,378,000
Class F 7.35% 22,146,000
Class G 7.35% 33,218,000
Class H 6.33% 11,073,000
Class J 6.33% 11,073,000
Class K 6.33% 19,378,000
Class L 6.33% 11,073,000
Class M 6.33% 5,536,000
Class N 6.33% 19,378,368
Class R-III(d)
Initial Aggregate
Certificate Principal
Designation Initial Pass-Through Rate(a) or Notional Amount
- ----------- ---------------------------- ----------------------
Class A-1 October 15, 2007 July 15, 2032
Class A-2 June 15, 2008 July 15, 2032
Class A-MF1 June 15, 2008 July 15, 2032
Class A-MF2 June 15, 2008 July 15, 2032
Class X July 15, 2023 July 15, 2032
Class B June 15, 2008 July 15, 2032
Class C July 15, 2008 July 15, 2032
Class D January 15, 2012 July 15, 2032
Class E December 15, 2012 July 15, 2032
Class F February 15, 2013 July 15, 2032
Class G April 15, 2013 July 15, 2032
Class H May 15, 2013 July 15, 2032
Class J July 15, 2013 July 15, 2032
Class K August 15, 2016 July 15, 2032
Class L January 15, 2018 July 15, 2032
Class M March 15, 2018 July 15, 2032
Class N July 15, 2023 July 15, 2032
Class R-III(d) N/A July 15, 2032
- --------------------
(a) On each Distribution Date after the initial Distribution Date, the
Pass-Through Rate for each Class of Certificates will be determined as
described herein under the definition of "Pass-Through Rate."
(b) The Final Scheduled Distribution Date for each Class of Certificates
assigned a rating is the Distribution Date on which such Class is
expected to be paid in full, assuming that timely payments (and no
prepayments) will be made on the Mortgage Loans in accordance with
their terms.
(c) The Final Rated Distribution Date for each Class of Certificates is the
Distribution Date in July 2032. That date is approximately 36 months
following the end of the amortization term of the Mortgage Loan that,
as of the Closing Date, has the longest remaining amortization term.
(d) The Class R-III Certificates will be entitled to receive the proceeds
of any remaining assets in REMIC III after the principal amounts of all
Classes of Certificates have been reduced to zero.
As of the Cut-Off Date, the Mortgage Loans had an Aggregate Principal
Balance of $1,107,291,368.
As provided herein, with respect to the Trust, the Trustee will make an
election for the segregated pool of assets described in the first paragraph of
Section 12.1(a) hereof (including the Mortgage Loans) to be treated for federal
income tax purposes as a real estate mortgage investment conduit ("REMIC I").
The REMIC I Regular Interests will be designated as the "regular interests" in
REMIC I and the Class R-I Certificates will be designated as the sole class of
"residual interests" in REMIC I.
As provided herein, with respect to the Trust, the Trustee will make an
election for the segregated pool of assets described in the second paragraph of
Section 12.1(a) hereof consisting of the REMIC I Regular Interests to be treated
for federal income tax purposes as a real estate mortgage investment conduit
("REMIC II"). The REMIC II Regular Interests will be designated as the "regular
interests" in REMIC II and the Class R-II Certificates will be designated as the
sole class of "residual interests" in REMIC II for purposes of the REMIC
Provisions.
As provided herein, with respect to the Trust, the Trustee will make an
election for the segregated pool of assets described in the third paragraph of
Section 12.1(a) hereof consisting of the REMIC II Regular Interests to be
treated for federal income tax purposes as a real estate mortgage investment
conduit ("REMIC III"). The Class A-1, Class A-2, Class A-MF1, Class A-MF2, Class
X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M and Class N Certificates (collectively, the "REMIC Regular
Certificates") will be designated as the "regular interests" in REMIC III and
the Class R-III Certificates (together with the REMIC Regular Certificates, the
"REMIC III Certificates") will be designated as the sole class of "residual
interests" in REMIC III for purposes of the REMIC Provisions.
The parties intend that the portion of the Trust representing the Excess
Interest and the Excess Interest Distribution Account will be treated as a
grantor trust under Subpart E of Part 1 of Subchapter J of the Code and that the
Class Q Certificates represent pro rata undivided beneficial interests in the
portion of the Trust consisting of the Excess Interest collected on the Mortgage
Loans and in the Excess Interest Distribution Account. The initial Certificate
Balance of the Class Q Certificates is zero and the Class Q Certificates do not
have a notional Balance.
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
"Accountant" means a person engaged in the practice of accounting who is
Independent.
"Accrued Certificate Interest" means with respect to each Distribution Date
and any Class of Interests or Certificates, other than the Class X Certificates,
the Class Q Certificates, the Class R-I Certificates, the Class R-II
Certificates and the Class R-III Certificates, interest accrued during the
Interest Accrual Period relating to such Distribution Date on the aggregate
Certificate Balance of such Class or Interest as of the close of business on the
immediately preceding Distribution Date at the respective rates per annum set
forth in the definition of the applicable Pass-Through Rate for each such Class.
Accrued Certificate Interest on the Class X Certificates for each Distribution
Date will equal the Class X Interest Amount.
"Acquisition Date" means the date upon which, under the Code (and in
particular the REMIC Provisions and Section 856(e) of the Code), the Trust or a
REMIC Pool is deemed to have acquired a Mortgaged Property.
"Additional Master Servicing Compensation" shall have the meaning set forth
in Section 8.10 hereof.
"Additional Special Servicing Compensation" shall have the meaning set
forth in Section 8.10 hereof.
"Additional Trust Expense" means any of the following items: (i) Special
Servicing Fees and Liquidation Fees (to the extent not collected from the
related Mortgagor), (ii) Advance Interest that cannot be reimbursed from
collections on the related Mortgage Loan or REO Property; (iii) amounts paid to
indemnify the Master Servicer, Special Servicer or Trustee (or any other Person)
pursuant to the terms of this Agreement; (iv) to the extent not otherwise paid,
any federal, state, or local taxes imposed on the Trust or its assets and paid
from amounts on deposit in the Certificate Account or Distribution Account, (v)
the amount of any Advance that is not recovered from the proceeds of a Mortgage
Loan upon a Final Recovery Determination and (vi) to the extent not included in
the calculation of a Realized Loss and not covered by indemnification by one of
the parties hereto or otherwise, any other unanticipated cost, liability, or
expense (or portion thereof) of the Trust (including costs of collecting such
amounts or other Additional Trust Expenses) which the Trust has not recovered,
and in the judgment of the Master Servicer (or Special Servicer, in the case of
a Specially Serviced Mortgage Loan) will not, recover from the related Mortgagor
or Mortgaged Property or otherwise, including a Modification Loss described in
clause (ii) of the definition thereof. Notwithstanding anything to the contrary,
"Additional Trust Expenses" 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.
"Administrative Cost Rate" means the sum of the Servicing Fee Rate and the
Trustee Fee Rate.
"Advance" means either a P&I Advance or a Servicing Advance.
"Advance Interest" means interest payable to the Master Servicer, the
Trustee or the Fiscal Agent on outstanding Advances pursuant to Section 4.5 of
this Agreement.
"Advance Rate" means a per annum rate equal to the Prime Rate as published
in the "Money Rates" section of The Wall Street Journal from time to time or
such other publication as determined by the Trustee in its reasonable
discretion.
"Adverse REMIC Event" means any action that, under the REMIC Provisions, if
taken or not taken, as the case may be, would either (i) endanger the status of
any REMIC as a REMIC or (ii) subject to Section 9.14(e), result in the
imposition of a tax upon the income of any REMIC or any of their respective
assets or transactions, including (without limitation) the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth in Section 860G(d) of the Code.
"Affiliate" means, 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.
"Aggregate Certificate Balance" means the aggregate of the Certificate
Balances of the REMIC III Certificates, the REMIC I Interests or the REMIC II
Interests, as the case may be, at any date of determination. With respect to a
Class of Certificates or Interests, Aggregate Certificate Balance shall mean the
aggregate of the Certificate Balances of all Certificates or Interests, as the
case may be, of that Class at any date of determination or by Percentage
Interest, in the case of the Class R-I, Class R-II or Class R-III Certificates.
"Aggregate Principal Balance" means, at the time of any determination and
as the context may require, the aggregate of the Scheduled Principal Balances
for all Mortgage Loans.
"Agreement" means this Pooling and Servicing Agreement and all amendments
and supplements hereto.
"A-MF1 Principal Distribution Amount" means with respect to Loan Group 2
and any Distribution Date, the portion of the Principal Distribution Amount for
Loan Group 2 for such Distribution Date that represents any Balloon Payments and
any Unscheduled Payments of Principal.
"A-MF2 Principal Distribution Amount" means with respect to Loan Group 3
and any Distribution Date, the portion of the Principal Distribution Amount for
Loan Group 3 for such Distribution Date that represents any Balloon Payments and
any Unscheduled Payments of Principal.
"Anticipated Repayment Date" means with respect to any Mortgage Loan that
is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date
upon which such Mortgage Loan commences accruing interest at such Revised Rate.
"Appraisal" means an appraisal by an Independent licensed MAI appraiser
having at least five years experience in appraising property of the same type
as, and in the same geographic area as, the Mortgaged Property being appraised,
which appraisal complies with the Uniform Standards of Professional Appraisal
Practices and states the "market value" of the subject property as defined in 12
C.F.R. ss. 225.62.
"Appraisal Event" means, with respect to any Mortgage Loan, not later than
the earliest of (i) the date 120 days after the occurrence of any delinquency in
payment with respect to such Mortgage Loan if such delinquency remains uncured,
(ii) the date 90 days after the related Borrower has filed a bankruptcy petition
or a receiver is appointed in respect of the related Mortgaged Property,
provided such petition or appointment is still in effect, (iii) the effective
date of any modification to a Money Term of a Mortgage Loan, other than an
extension of the due date that a Balloon Payment is due for a period of less
than six months (provided that the total of all such extensions does not exceed
six months), (iv) the date of the commencement of an involuntary bankruptcy
action against a Borrower and the failure by the Borrower to effect the
dismissal of such action within 60 days and (v) the date 30 days following the
date the related Mortgaged Property becomes an REO Property.
"Appraisal Reduction" means, with respect to any Required Appraisal Loan
with respect to which an Appraisal or internal valuation is performed pursuant
to Section 6.8, an amount equal to the excess of (A) the sum, as of the first
Determination Date that is at least 15 days after the date on which the
Appraisal or internal valuation is obtained or performed, of (i) the Scheduled
Principal Balance of such Mortgage Loan (or, in the case of an REO Property, the
related REO Mortgage Loan), (ii) to the extent not previously advanced, all
unpaid interest on such Mortgage Loan at a per annum rate equal to the Mortgage
Rate, (iii) all unreimbursed Advances and interest on Advances at the Advance
Rate with respect to such Mortgage Loan, and (iv) to the extent funds on deposit
in any applicable Escrow Accounts are not sufficient therefor, all currently due
and unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents in respect of such Mortgaged Property or REO Property,
as the case may be, over (B) 90% of the Appraised Value of such Mortgaged
Property or REO Property as determined by such Appraisal or internal valuation,
as the case may be. Each Appraisal or internal valuation for a Required
Appraisal Loan shall be updated annually. The Appraisal Reduction for each
Required Appraisal Loan will be recalculated based on subsequent Appraisals,
internal valuations or updates. Any Appraisal Reduction for any Mortgage Loan
shall be reduced to reflect any Realized Principal Losses on the Required
Appraisal Loan. Each Appraisal Reduction will be reduced to zero as of the date
the related Mortgage Loan is brought current under the then current terms of the
Mortgage Loan for at least three consecutive months, and no Appraisal Reduction
will exist as to any Mortgage Loan after it has been paid in full, liquidated,
repurchased or otherwise disposed of, or in certain cases will be reduced by the
amount of any Realized Loss of principal on the related Mortgage Loan incurred
prior to the liquidation or disposition thereof.
"Appraised Value" means, with respect to any Mortgaged Property, the
appraised value thereof determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent appraiser selected by the
Master Servicer or the Special Servicer, as applicable or, in the case of an
internal valuation performed pursuant to Section 6.8(B), the value of the
Mortgaged Property determined by such internal valuation.
"ARD Loan" a Mortgage Loan designated as such on the Mortgage Loan Schedule
and defined in Section 1.5.
"Asset Status Report" shall have the meaning set forth in Section 8.29(c)
hereof.
"Assignment of Leases" means, with respect to any Mortgage Loan, any
assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or Holders of such Mortgage all of the related Mortgagor's interest in
the leases, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of the related Mortgaged Property as security
for repayment of such Mortgage Loan.
"Assignment of Mortgage" means an assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the transfer of the Mortgage to the Trustee, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties located
in the same jurisdiction, if permitted by law.
"Assumed Scheduled Payment" means: (i) with respect to any Balloon Mortgage
Loan for its Maturity Date (provided that such Mortgage Loan has not been paid
in full, and no Final Recovery Determination or other sale or liquidation has
occurred in respect thereof, on or before the end of the Collection Period in
which such Maturity Date occurs) and for any subsequent Due Date therefor as of
which such Mortgage Loan remains outstanding and part of the Trust, if no
Scheduled Payment (other than the related delinquent Balloon Payment) is due for
such Due Date, the scheduled monthly payment of principal and 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 accrue interest in accordance with its terms, and
to pay principal in accordance with the amortization schedule in effect
immediately prior to, and without regard to the occurrence of, its most recent
Maturity Date (as such may have been extended 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 the terms hereof), and (ii) with respect to the REO Mortgage Loan
for any Due Date therefor as of which the related REO Property remains part of
the Trust, the scheduled monthly payment of principal and interest deemed to be
due in respect thereof on such Due Date equal to the Scheduled Payment (or, in
the case of a Balloon Mortgage Loan described in the preceding clause of this
definition, the Assumed Scheduled Payment) that was due in respect of the
related Mortgage Loan on the last Due Date prior to its becoming an REO Mortgage
Loan.
"Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 7.10.
"Authorized Officer" means any Person that may execute an Officer's
Certificate on behalf of the Depositor.
"Available Advance Reimbursement Amount" shall have the meaning set forth
in Section 4.6(a) hereof.
"Available Distribution Amount" means, with respect to any Distribution
Date, an amount equal to the aggregate of (a) all amounts on deposit in the
Distribution Account as of the commencement of business on such Distribution
Date that represent payments and other collections on or in respect of the
Mortgage Loans and any REO Properties that were received by the Master Servicer
or the Special Servicer through the end of the related Collection Period
(exclusive of any such amounts that were deposited in the Distribution Account
in error or amounts that are payable or reimbursable to any Person other than
the Certificateholders (including amounts payable to the Master Servicer in
respect of unpaid Servicing Fees, the Special Servicer in respect of unpaid
Special Servicer Compensation, the Healthcare Adviser in respect of unpaid
Healthcare Adviser Fee or the Trustee in respect of unpaid Trustee Fees or
amounts that constitute Prepayment Premiums)) and (b) if and to the extent not
already among the amounts described in clause (a), (i) the aggregate amount of
any P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent
for such Distribution Date pursuant to Section 4.1 and/or Section 4.3, and (ii)
the aggregate amount of any Compensating Interest payments made by the Master
Servicer for such Distribution Date pursuant to the terms hereof.
"Balloon Mortgage Loan" means a Mortgage Loan which will not be fully
amortized by its original or modified Maturity Date, based on the fixed monthly
Scheduled Payment.
"Balloon Payment" means, with respect to any Balloon Mortgage Loan and any
date of determination, the Scheduled Payment payable on the Maturity Date of
such Mortgage Loan.
"Bankruptcy Loss" means a loss arising from a proceeding under the United
States Bankruptcy Code or any other similar state law or other proceeding with
respect to the Mortgagor of, or Mortgaged Property under, a Mortgage Loan,
including, without limitation, any Deficient Valuation Amount or losses, if any,
resulting from any Debt Service Reduction Amount for the month in which the
related Master Servicer Remittance Date occurs.
"Book-Entry Certificates" means certificates evidencing a beneficial
interest in a Class of Certificates, ownership and transfer of which shall be
made through book entries as described in Section 3.7; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer are no
longer authorized and Definitive Certificates are to be issued to the
Certificate Owners, such certificates shall no longer be "Book-Entry
Certificates."
"Borrower" with respect to any Mortgage Loan, any Mortgagor or Mortgagors
or any obligor or obligors on any related Note or Notes.
"Breach" has the meaning provided in Section 2.3(a).
"Business Day" means any day other than (i) a Saturday or a Sunday, (ii) a
legal holiday in New York, New York or Chicago, Illinois or the principal cities
in which the Special Servicer, the Trustee or the Master Servicer conducts
servicing or trust operations, or (iii) a day on which banking institutions or
savings associations in New York, New York, Chicago, Illinois or Atlanta,
Georgia are authorized or obligated by law or executive order to be closed.
"Cash Liquidation" means, as to any Defaulted Mortgage Loan other than a
Mortgage Loan with respect to which the related Mortgaged Property became REO
Property, the amount of all Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, Purchase Proceeds and other payments or recoveries with
respect to a Final Recovery Determination. The Master Servicer shall maintain
records in accordance with the Servicing Standard (and, in the case of Specially
Serviced Mortgage Loans, based on the written reports with respect to such Cash
Liquidation delivered by the Special Servicer to the Master Servicer), of each
Cash Liquidation.
"CEDEL" means Cedel Bank, societe anonyme.
"CERCLA" shall mean the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (42 U.S.C. ss. 9601, et seq.).
"Certificate Account" means one or more separate accounts established and
maintained by the Master Servicer (or any Sub-Servicer on behalf of the Master
Servicer) pursuant to Section 5.1(a), which each account shall be an Eligible
Account.
"Certificate Balance" means, with respect to any Certificate or Interest
(other than the Class X Certificates, the Class Q Certificates and the Residual
Certificates) as of any Distribution Date, the maximum specified dollar amount
of principal to which the Holder thereof is then entitled hereunder, such amount
being equal to the initial principal amount set forth on the face of such
Certificate (in the case of a Certificate), or as ascribed thereto in the
Preliminary Statement (in the case of an Interest), minus (i) the amount of all
principal distributions previously made with respect to such Certificate
pursuant to Section 6.4(a) or deemed to have been made with respect to such
Interest pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, (ii)
all Realized Losses allocated or deemed to have been allocated to such Interest
or Certificate pursuant to Section 6.5, and (iii) Expense Losses allocated to
such Interest or Certificate pursuant to Section 6.5.
"Certificate Owner" shall mean, with respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Book-Entry Certificate, as may be
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency).
"Certificate Register" has the meaning provided in Section 3.2.
"Certificate Registrar" means the registrar appointed pursuant to Section
3.2.
"Certificateholders" has the meaning provided in the definition of
"Holder."
"Certificates" means, collectively, the Class R-I Certificates, the Class
R-II Certificates and the Class R-III Certificates.
"Class" means, with respect to the REMIC I Interests, REMIC II Interests or
REMIC III Certificates, any Class of such Certificates or Interests.
"Class A-1 Certificates," "Class A-2 Certificates," "Class A-MF1
Certificates," "Class A-MF2 Certificates," "Class X Certificates," "Class B
Certificates," "Class C Certificates," "Class D Certificates," "Class E
Certificates," "Class F Certificates," "Class G Certificates," "Class H
Certificates," "Class J Certificates," "Class K Certificates," "Class L
Certificates," "Class M Certificates," "Class N Certificates," "Class Q
Certificates," "Class R-I Certificates," "Class R-II Certificates" or "Class
R-III Certificates," mean the Certificates designated as "Class A-1," "Class
A-2," "Class A-MF1," "Class A-MF2," "Class X," "Class B," "Class C," "Class D,"
"Class E," "Class F," "Class G," "Class H," "Class J," "Class K," "Class L,"
"Class M," "Class N," "Class Q," "Class R-I," "Class R-II" and "Class R-III,"
respectively, on the face thereof, in substantially the form attached hereto as
Exhibits A-1 through A-21 hereof.
"Class A Certificates" means the Class A-1 Certificates, Class A-2
Certificates, Class A-MF1 and Class A-MF2 Certificates, collectively.
"Class X Component Amount" means, with respect to any Distribution Date and
any class of Principal Balance Certificates, the product of the Class X Strip
Rate for such class and the Certificate Balance for such class.
"Class X Interest Amount" means, with respect to any Distribution Date and
the related Interest Accrual Period, interest equal to the product of (i)
one-twelfth of a per annum rate equal to the weighted average of the Class X
Strip Rates for the Class A-1 Certificates, Class A-2 Certificates, Class A-MF1
Certificates, Class A-MF2 Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
Class G Certificates, Class H Certificates, Class J Certificates, Class K
Certificates, Class L Certificates, Class M Certificates and Class N
Certificates, weighted on the basis of the respective Certificate Balances of
such Classes of Certificates, and (ii) the Class X Notional Amount for such
Distribution Date.
"Class X Notional Amount" means, with respect to any Distribution Date, the
aggregate of the Certificate Balances of the REMIC Regular Certificates having
Certificate Balances as of the close of business on the related Distribution
Date.
"Class X Strip Rate" means, for any Distribution Date, with respect to any
Class of Principal Balance Certificates, the excess, if any, of the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date over (i) the
Pass-Through Rate for such Class.
"Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the 1934 Act, which initially shall be the
Depository.
"Closing Date" means August 27, 1998.
"Code" means the Internal Revenue Code of 1986, as amended, any successor
statutes thereto, and applicable U.S. Department of Treasury regulations issued
pursuant thereto in temporary or final form and proposed regulations thereunder,
to the extent that, by reason of their proposed effective date, such proposed
regulations would apply to the Trust.
"Collection Period" means, with respect to any Distribution Date, the
period beginning (A) with respect to Scheduled Payments, on the day after the
Determination Date in the month preceding the month of such Distribution Date
(or in the case of the first Distribution Date, the Cut-Off Date) and ending on
the Determination Date in the month in which the Distribution Date occurs; and
(B) with respect to all other collections on the Mortgage Loans and REO
Properties, on the day following the last day of the previous Collection Period
for such collections (or in the case of the first Distribution Date, the Cut-Off
Date) and ending on the earlier of the Determination Date in the month in which
such Distribution Date occurs and the fourth Business Day prior to such
Distribution Date.
"Comparative Financial Status Report" means a report substantially
containing the content described in Exhibit G-1 attached hereto, setting forth,
among other things, the occupancy, revenue, net operating income or net cash
flow, as applicable, and Debt Service Coverage Ratio for each Mortgage Loan as
of the date of the latest financial information available immediately preceding
the preparation of such report for each of the following four periods (to the
extent such information is available): (i) the most current available
year-to-date, (ii) the most recent twelve months, (iii) the previous two full
fiscal years, and (iv) the "base year" (representing the original analysis of
information used as of the Cut-off Date); provided, however, that Debt Service
Coverage Ratio shall not be calculated for any Mortgaged Property for which
twelve months of operating information is not available (including for purposes
of clause (i)). 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
related Mortgage Loan Seller.
"Compensating Interest" means with respect to any Distribution Date, an
amount equal to the excess of (A) aggregate Prepayment Interest Shortfalls
resulting from Principal Prepayments during the related Collection Period over
(B) aggregate Prepayment Interest Excesses resulting from Principal Prepayments
during the same Collection Period, but in any event not more than the portion of
the aggregate Master Servicing Fee for the related Collection Period for the
purposes hereof calculated in respect of all the Mortgage Loans (including
Mortgage Loans related to REO Properties) at 0.015% per annum.
"Condemnation Proceeds" means any awards resulting from the full or partial
condemnation or any eminent domain proceeding or any conveyance in lieu or in
anticipation thereof with respect to a Mortgaged Property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers other than amounts to be applied to the restoration, preservation or
repair of such Mortgaged Property or released to the related Mortgagor in
accordance with the terms of the Mortgage Loan.
"ContiTrade" has the meaning assigned in the Preliminary Statement hereto.
"ContiTrade Loans" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to Mortgage Loan Purchase Agreement I and shown on Schedule I
hereto.
"Controlling Class" means the most subordinate Class of Certificates
outstanding at any time of determination; provided, that, no Class may be the
Controlling Class at any time that (i) with respect to such Class (other than
the Class N Certificates) the then Certificate Balance of such Class is less
than 50% of the initial Certificate Balance of such Class or (ii) with respect
to the Class N Certificates, the then Certificate Balance of the Class N
Certificates is less than 20% of the initial Certificate Balance of the Class N
Certificates. As of the Closing Date, the Controlling Class will be the Class N
Certificates.
"Controlling Person" means, with respect to any Person, any other Person
who "controls" such Person within the meaning of the 1933 Act.
"Corporate Trust Office" means, with respect to the presentment and
surrender of Certificates for the final distribution thereon or the presentment
and surrender of Certificates for any other purpose, the principal corporate
trust office of the Trustee. The principal corporate trust office of the Trustee
is presently located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60674-4107, Attention: Asset-Backed Securities Trust Services Group--Morgan
Stanley Series 1998-CF1, or at such other address as the Trustee may designate
from time to time by notice to the Certificateholders, the Depositor, the Master
Servicer and the Special Servicer.
"Corresponding REMIC I Regular Interest" means with respect to each
Mortgage Loan, the REMIC I Regular Interest having an initial Certificate
Balance equal to the principal balance of such Mortgage Loan outstanding as of
the Cut-Off Date, after taking into account all principal and interest payments
made or due prior to the Cut-Off Date.
"Corresponding REMIC II Regular Interest" means with respect to each Class
of Certificates, the REMIC II Regular Interest having the same letter
designation.
"Cross-Collateralized Mortgage Loans" means any two or more Mortgage Loans
listed on the related Mortgage Loan Schedule that are cross-collateralized with
each other.
"CSSA Data Files" means with respect to the Mortgage Loans, data files
which contain the information substantially in the forms of the CSSA standard
reporting package attached as Exhibits G-9, G-10 and G-11, as the same may be
modified from time to time.
"Currently Paying Class" means any one of the Class of Interests which is
currently receiving distributions of principal pursuant to Section 6.2 or 6.3
hereof.
"Custodian" means the Trustee or any Person who is appointed by the Trustee
at any time as custodian pursuant to Section 7.9(h) and who is unaffiliated with
the Depositor and each Seller and satisfies the eligibility requirements of the
Trustee as set forth in Section 7.5.
"Cut-Off Date" means the close of business on August 1, 1998.
"Cut-Off Date Aggregate Principal Balance" means, with respect to the
Mortgage Loans on the Closing Date, the Aggregate Principal Balance for all such
Mortgage Loans as of the Cut-Off Date, reduced by all payments of principal due
on or before the Cut-Off Date whether or not paid, and increased by Scheduled
Payments of principal due after the Cut-Off Date but received by the Master
Servicer on or before the Cut-Off Date.
"Debt Service Coverage Ratio" means, with respect to any Mortgage Loan, as
of any date of determination and for any period, the ratio calculated by
dividing the net operating income or net cash flow, as applicable, of the
related Mortgaged Property or Mortgaged Properties, as the case may be, for the
most recently ended one-year period for which data is available from the related
Borrower, before payment of any scheduled payments of principal and interest on
such Mortgage Loan but after funding of required reserves and "normalized" by
the Master Servicer, by the annual debt service (or for interest only Mortgage
Loans, the future amortizing principal and interest payments) required by such
Mortgage Loan. Annual debt service (or for interest only Mortgage Loans, the
future amortizing principal and interest payments) shall be calculated by
multiplying the Monthly Payment in effect on such date of determination for such
Mortgage Loan by 12.
"Debt Service Reduction Amount" means, with respect to a Due Date and the
related Determination Date, the amount of the reduction of the Scheduled Payment
which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan as a result of any proceeding under bankruptcy law or any similar
proceeding (other than a Deficient Valuation Amount); provided, however, that in
the case of an amount that is deferred, but not forgiven, such reduction shall
include only the net present value (calculated at the related Mortgage Rate) of
the reduction.
"Default Interest" means, with respect to any Mortgage Loan (including
without limitation an REO Mortgage Loan), interest accrued on such Mortgage Loan
at the excess of (i) the related Default Rate over (ii) the sum of the related
Mortgage Rate and, if applicable, the related Excess Rate.
"Default Rate" means, with respect to each Mortgage Loan, the per annum
rate at which interest accrued on such Mortgage Loan following any event of
default on such Mortgage Loan, including a default in the payment of a Monthly
Payment or a Balloon Payment.
"Defaulted Mortgage Loan" means a Mortgage Loan which is in default under
the terms of the applicable Mortgage Loan documentation and for which any
applicable grace period has expired.
"Deficient Valuation" means, with respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property relating to a
Mortgage Loan in an amount less than the then outstanding indebtedness under
such Mortgage Loan, which valuation results from a proceeding initiated under
the United States Bankruptcy Code, as amended from time to time, and that
reduces the amount the Mortgagor is required to pay under such Mortgage Loan.
"Deficient Valuation Amount" means the amount by which the total amount due
with respect to a Mortgage Loan (excluding interest not yet accrued), including
the principal balance of a Mortgage Loan plus any accrued and unpaid interest
thereon and any other amounts recoverable from the Mortgagor with respect
thereto pursuant to the terms thereof, is reduced in connection with a Deficient
Valuation.
"Definitive Certificates" means Certificates of any Class issued in
definitive, fully registered, certificated form without interest coupons.
"Deleted Mortgage Loan" means a Mortgage Loan which is repurchased from the
Trust pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted.
"Delinquent Loan Status Report" means a report substantially containing the
content described in Exhibit G-2 attached hereto, setting forth, among other
things, those Mortgage Loans which, as of the close of business on the Due Date
immediately preceding the preparation of such report, were delinquent one
Collection Period, delinquent two Collection Periods, delinquent three
Collection Periods or more, current but specially serviced, or were in
foreclosure but were not REO Property.
"Depositor" means Morgan Stanley Capital I Inc., a Delaware corporation,
and its successors in interest.
"Depository" has the meaning set forth in Section 3.7(a).
"Depository Agreement" means the Letter of Representations by and among the
Depositor, the Trustee and the Depository.
"Determination Date" means, with respect to any Distribution Date, the 10th
day of the month in which such Distribution Date occurs or, if such day is not a
Business Day, the immediately preceding Business Day.
"Directly Operate" means, 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 to
customers (other than a sale of an REO Property pursuant to and in accordance
with Section 9.15 or Section 9.36), the performance of any construction work
thereon or any use of such REO Property in a trade or business conducted by the
Trust, in each case other than through an Independent Contractor; provided,
however, that the Trustee (or the Special Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special 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, tenant improvements or capital
expenditures with respect to such REO Property (including, without limitation,
construction activity to effect repairs or in connection with leasing activity)
or undertakes any ministerial action incidental thereto.
"Discount Rate" means the rate which, when compounded monthly, is
equivalent to the Treasury Rate when compounded semi-annually. The "Treasury
Rate" is the yield calculated by the linear interpolation of the yields, as
reported in Federal Reserve Statistical Release H.15--Selected Interest Rates
under the heading "U.S. government securities/Treasury constant maturities" for
the week ending prior to the date of the relevant principal prepayment, of U.S.
Treasury constant maturities with a maturity date (one longer and one shorter)
most nearly approximating the maturity date of the Mortgage Loan prepaid. If
Release H.15 is no longer published, the Trustee will select a comparable
publication to determine the Treasury Rate.
"Disqualified Organization" means any of (i) the United States, 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 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) an organization (except certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from 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
and (v) any other Person so designated by the Master Servicer based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual
Certificate by such Person may cause any of the REMICs, 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
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" means, with respect to any
Distribution Date and any Class of Certificates (other than the Class Q
Certificates and the Residual Certificates) or Interests, the sum of (A) Accrued
Certificate Interest, reduced by (i) any Net Aggregate Prepayment Interest
Shortfalls allocated on such Distribution Date to such Class or Interest
pursuant to Section 6.6, and (ii) Realized Losses and Expense Losses allocated
on such Distribution Date to reduce the interest payable to such Class or
Interest pursuant to Section 6.5, plus (B) any Unpaid Interest.
"Distribution Account" means the Distribution Account maintained by the
Trustee or the Paying Agent, on its behalf, in accordance with the provisions of
Section 5.3(a), which account shall be an Eligible Account.
"Distribution Date" means the 15th day of each month or, if such day is not
a Business Day, the next succeeding Business Day, commencing September 15, 1998.
"Document Defect" has the meaning set forth in Section 2.3(a).
"Due Date" means, with respect to a Mortgage Loan, the date on which a
Scheduled Payment is due.
"Eligible Account" means (i) an account or accounts in which funds will be
held therein for more than 30 days maintained with a federal or state chartered
depository institution or trust company the long-term unsecured debt obligations
of which are rated at least "A-" or better by S&P, or if not rated by S&P then
otherwise approved by S&P, as evidenced by a Rating Agency Confirmation, and
"Aa3" by Moody's if rated by Moody's or if not rated by Moody's, then otherwise
approved by Moody's; or (ii) an account or accounts in which funds will be held
therein for 30 days or less which are maintained with a depository institution
or trust company, the short-term unsecured debt obligations of which are rated
"A-1" or better by S&P, or if not rated by S&P then otherwise approved by S&P,
as evidenced by a Rating Agency Confirmation, and "P-1" or better by Moody's if
rated by Moody's, or if not rated by Moody's then otherwise approved by Moody's,
in each case at the time of any deposit therein; or (iii) a segregated trust
account or accounts maintained with the corporate trust department of a
federally or state chartered depository institution or trust company acting in
its fiduciary capacity, which may be the Master Servicer (or any Affiliate of
the Master Servicer) or Trustee, provided any such institution is subject to
regulations regarding fiduciary funds on deposit substantially similar to 12
C.F.R. Section 9.10(b) and the maintenance of such account in such institution
will not result in the qualification, downgrading or withdrawal of the rating
then assigned to any Class of Certificates as evidenced in writing by each
Rating Agency; or (iv) any account, the establishment and maintenance of which
is the subject of a Rating Agency Confirmation. Eligible Accounts may bear
interest.
"Eligible Investments" means any one or more of the following obligations
or securities payable on demand or having a scheduled maturity on or before the
Business Day preceding the date upon which such funds are required to be drawn,
with maturities of not more than 365 days, regardless of whether issued by the
Depositor, the Master Servicer, the Trustee or any of their respective
Affiliates and having at all times the required ratings, if any, provided for in
this definition, unless each Rating Agency shall have confirmed in writing to
the Servicer that a lower rating would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings assigned to
the Certificates:
(i) obligations of, or obligations fully guaranteed as to payment
of principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the
full faith and credit of the United States of America including,
without limitation, obligations of: the U.S. Treasury (all direct or
fully guaranteed obligations), the Farmers Home Administration
(certificates of beneficial ownership), the General Services
Administration (participation certificates), the U.S. Maritime
Administration (guaranteed Title XI financing), the Small Business
Administration (guaranteed participation certificates and guaranteed
pool certificates), the U.S. Department of Housing and Urban
Development (local authority bonds) and the Washington Metropolitan
Area Transit Authority (guaranteed transit bonds); provided, however,
that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot
vary or change, (B) if rated by S&P, must not have an "r" highlighter
affixed to their rating, (C) if such investments have a variable rate
of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with
that index, and (D) such investments must not be subject to liquidation
prior to their maturity;
(ii) Federal Housing Administration debentures;
(iii) obligations of the following United States government
sponsored agencies: Federal Home Loan Mortgage Corp. (debt
obligations), the Farm Credit System (consolidated systemwide bonds and
notes), the Federal Home Loan Banks (consolidated debt obligations),
the Federal National Mortgage Association (debt obligations), the
Student Loan Marketing Association (debt obligations), the Financing
Corp. (debt obligations), and the Resolution Funding Corp. (debt
obligations); provided, however, that the investments described in this
clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if rated by S&P, must not have
an "r" highlighter affixed to their rating, (C) if such investments
have a variable rate of interest, such interest rate must be tied to a
single interest rate index plus a fixed spread (if any) and must move
proportionately with that index, and (D) such investments must not be
subject to liquidation prior to their maturity;
(iv) federal funds, unsecured certificates of deposit, time
deposits, bankers' acceptances and repurchase agreements, with
maturities of not more than 365 days, of any bank, the short term
obligations of which are rated in the highest short term rating
category by each Rating Agency (or, if not rated by S&P or Moody's,
otherwise acceptable to S&P or Moody's, as applicable, as confirmed in
writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings
assigned to the Certificates); provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of
principal due at maturity that cannot vary or change, (B) if rated by
S&P, must not have an "r" highlighter affixed to their rating, (C) if
such investments have a variable rate of interest, such interest rate
must be tied to a single interest rate index plus a fixed spread (if
any) and must move proportionately with that index, and (D) such
investments must not be subject to liquidation prior to their maturity;
(v) insured deposits in, or unsecured certificates of deposit of,
or bankers' acceptances issued by, any bank or trust company, savings
and loan association or savings bank, which, if not fully insured by
the FDIC, are the short term obligations of which are rated in the
highest short term rating category (without regard to "+" or "-"
designations) by each Rating Agency (or, if not rated by S&P or
Moody's, otherwise acceptable to S&P or Moody's, as applicable, as
confirmed in writing that such investment would not, in and of itself,
result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Certificates); provided, however, that the
investments described in this clause must (A) have a predetermined
fixed dollar of principal due at maturity that cannot vary or change,
(B) if rated by S&P, must not have an "r" highlighter affixed to their
rating, (C) if such investments have a variable rate of interest, such
interest rate must be tied to a single interest rate index plus a fixed
spread (if any) and must move proportionately with that index, and (D)
such investments must not be subject to liquidation prior to their
maturity;
(vi) debt obligations with maturities of not more than 365 days
rated by each Rating Agency (or, if not rated by S&P or Moody's,
otherwise acceptable to S&P or Moody's, as applicable, as confirmed in
writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings
assigned to the Certificates) in its highest long-term unsecured rating
category (without regard to "+" or "-" designations); provided,
however, that the investments described in this clause must (A) have a
predetermined fixed dollar of principal due at maturity that cannot
vary or change, (B) if rated by S&P, must not have an "r" highlighter
affixed to their rating, (C) if such investments have a variable rate
of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with
that index, and (D) such investments must not be subject to liquidation
prior to their maturity;
(vii) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand
or on a specified date not more than one year after the date of
issuance thereof) with maturities of not more than 365 days and that is
rated by each Rating Agency (or, if not rated by S&P or Moody's,
otherwise acceptable to S&P or Moody's, as applicable, as confirmed in
writing that such investment would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings
assigned to the Certificates) in its highest short-term unsecured debt
rating; provided, however, that the investments described in this
clause must (A) have a predetermined fixed dollar of principal due at
maturity that cannot vary or change, (B) if rated by S&P, must not have
an "r" highlighter affixed to their rating, (C) if such investments
have a variable rate of interest, such interest rate must be tied to a
single interest rate index plus a fixed spread (if any) and must move
proportionately with that index, and (D) such investments must not be
subject to liquidation prior to their maturity;
(viii) units of taxable money market mutual funds issued by
regulated investment companies which seek to maintain a constant net
asset value per share (including, the Federated Prime Obligation Money
Market Fund (the "Fund")) so long as the Fund is rated by each Rating
Agency in its highest long-term unsecured debt ratings category (or, if
not rated by S&P or Moody's, otherwise acceptable to S&P or Moody's, as
applicable, as confirmed in writing that such investment would not, in
and of itself, result in a downgrade, qualification or withdrawal of
the then current ratings assigned to the Certificates); and
(ix) any other demand, money market or time deposit, demand
obligation or any other obligation, security or investment, provided
that each Rating Agency has confirmed in writing to the Master
Servicer, Special Servicer or Trustee, as applicable, that such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates;
provided, however, that, with respect to clause (ix) above, in the judgment of
the Master Servicer, Special Servicer or Trustee, as applicable, such instrument
qualifies as a "cash flow investment" pursuant to Code Section 860G(a)(6)
earning a passive return in the nature of interest and provided, further, that
no instrument or security shall be an Eligible Investment if (i) such instrument
or security evidences a right to receive only interest payments or (ii) the
right to receive principal and interest payments derived from the underlying
investment provides a yield to maturity in excess of 120% of the yield to
maturity at par of such underlying investment.
"Environmental Assessment" means a "Phase I Assessment" conducted in
accordance with ASTM Standard E 1527-93 or any successor thereto published by
ASTM.
"Environmental Laws" means any and all federal, state and local statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or other governmental
restrictions, now or hereafter in effect, relating to health or the environment
or to emissions, discharges or releases of chemical substances, including,
without limitation, any and all pollutants, contaminants, petroleum or petroleum
products, asbestos or asbestos-containing materials, polychlorinated biphenyls,
urea-formaldehyde insulation, radon, industrial, toxic or hazardous substances
or wastes, into the environment, including, without limitation, ambient air,
surface water, ground water or land, or otherwise relating to the manufacture,
processing, distribution, use, labeling, registration, treatment, storage,
disposal, transport or handling of any of the foregoing substances or wastes or
the clean-up or other remediation thereof.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Errors and Omissions Insurance Policy" means Servicer Errors and Omissions
Insurance Policy.
"Escrow Account" means an account established by the Master Servicer
pursuant to Section 8.3(a).
"Escrow Amount" means any amount payable with respect to a Mortgage Loan
for taxes, assessments, water rates, Standard Hazard Insurance Policy premiums,
ground lease payments, reserves for capital improvements, deferred maintenance,
tenant improvements, leasing commissions, environmental matters and other
reserves or comparable items.
"Event of Default" has the meaning set forth in Section 8.28(b).
"Excess Interest" has the meaning set forth in Section 1.5(a).
"Excess Interest Distribution Account" means the trust account or accounts
created and maintained as a separate trust account or accounts by the Trustee
pursuant to Section 5.3(c) hereof, which shall be entitled "Morgan Stanley
Capital I Inc., as Trustee, in trust for Holders of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1, Excess
Interest Distribution Account" and which must be an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of the REMIC I, REMIC II or
REMIC III formed hereunder.
"Excess Rate" means with respect to each of the Mortgage Loans indicated on
the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"Exchange Certification" means an Exchange Certification substantially in
the form set forth in Exhibit H hereto executed by a holder of an interest in a
Regulation S Global Certificate or a Rule 144A-IAI Global Certificate, as
applicable.
"Expense Loss" means a loss realized upon payment by the Trust of an
Additional Trust Expense.
"Extension" has the meaning set forth in Section 9.15(a).
"FDIC" means the Federal Deposit Insurance Corporation or any successor
thereto.
"FHLMC" means the Federal Home Loan Mortgage Corporation, or any successor
thereto.
"FHLMC Audit Program" shall have the meaning set forth in Section 8.13.
"Fidelity Bond" means Servicer Fidelity Bond.
"Final Certification" has the meaning set forth in Section 2.2.
"Final Rated Distribution Date" means with respect to each rated Class of
Certificates, the date shown on the chart in the Preliminary Statement.
"Final Recovery Determination" means a determination with respect to any
Mortgage Loan or Specially Serviced Mortgage Loan by the Master Servicer or
Special Servicer, as the case may be, in respect of any Defaulted Mortgage Loan
(including a Mortgage Loan that became an REO Property), in each case, in its
good faith discretion, consistent with the Servicing Standard that all Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase Proceeds and
other payments or recoveries which the Master Servicer or the Special Servicer,
as the case may be, expects to be finally recoverable on such Mortgage Loan,
without regard to any obligation of the Master Servicer or the Trustee, as the
case may be, to make payments from its own funds pursuant to Article IV hereof,
have been recovered. The Special Servicer shall be required to provide the
Master Servicer (and the Healthcare Adviser with respect to Healthcare Loans)
with prompt written notice of any Final Recovery Determination with respect to
any Specially Serviced Mortgage Loan upon making such determination. The Master
Servicer shall notify the Trustee of such determination and the Trustee shall
deliver a copy of such notice to each Rating Agency.
"Final Scheduled Distribution Date" means, for each Class of rated
Certificates, the Distribution Date on which such Class will be paid in full
assuming that timely payments will be made on the Mortgage Loans in accordance
with their terms.
"Fiscal Agent" ABN AMRO Bank N.V., a Netherlands banking corporation in its
capacity as fiscal agent of the Trustee, or its successor in interest, or any
successor fiscal agent appointed as herein provided.
"FNMA" means the Federal National Mortgage Association, or any successor
thereto.
"Group 1 Available Distribution Amount" means with respect to any
Distribution Date, the portion of the Available Distribution Amount relating to
the Mortgage Loans in Mortgage Loan Group 1.
"Group 2 Available Distribution Amount" means with respect to any
Distribution Date, the portion of the Available Distribution Amount relating to
the Mortgage Loans in Mortgage Loan Group 2.
"Group 3 Available Distribution Amount" means with respect to any
Distribution Date, the portion of the Available Distribution Amount relating to
the Mortgage Loans in Mortgage Loan Group 3.
"Global Certificate" means any Rule 144A-IAI Global Certificate, Regulation
S Temporary Global Certificate or Regulation S Permanent Global Certificate.
"Healthcare Adviser" Survey, LLC, an Alabama limited liability company, or
its successor in interest, or any successor Healthcare Adviser as herein
provided.
"Healthcare Adviser Fee" means with respect to certain of the Healthcare
Loans (the Healthcare Loans which are ContiTrade Loans or RMF Loans) and for any
Distribution Date, a portion of the Healthcare Adviser Fee Rate applicable to
such month (determined in the same manner as the applicable Mortgage Rate is
determined for such Mortgage Loan for such month) multiplied by the Scheduled
Principal Balance of such Mortgage Loan immediately before the Due Date occurs
in such month.
"Healthcare Adviser Fee Rate" means, with respect to each Mortgage Loan,
the rate per annum specified as such on the Mortgage Loan Schedule.
"Healthcare Adviser Standard" With respect to the Healthcare Adviser, shall
mean providing advice and consultation with respect to the Healthcare Loans and
Healthcare Properties using the same care, skill, prudence, and diligence with
which, it (a) advises and administers similar health care loans and health care
properties comparable to the Healthcare Loans and Healthcare Properties and held
for other third-party portfolios or (b) advises and administers health care
loans or health care properties for its own account, whichever standard is
higher, but without regard to (i) any known relationship that the Healthcare
Adviser, or an affiliate of the Healthcare Adviser may have with the Borrowers
or any other party to this Agreement; (ii) the ownership of any Certificate by
the Healthcare Adviser or any affiliate of the Healthcare Adviser, as
applicable; (iii) the Healthcare Adviser's right to receive compensation for its
services under this Agreement or with respect to any particular transaction; or
(iv) the ownership or advising or management for others, by the Healthcare
Adviser of other health care loans or health care properties.
"Healthcare Loans" Certain Mortgage Loans subject to the Healthcare Adviser
Fee (which Loans are certain of the RMF Loans and ContiTrade Loans) which are
listed on Schedule IV hereto.
"Healthcare Property" means a Mortgaged Property securing a Healthcare
Loan.
"Historical Loan Modification Report" means a report substantially
containing the content described in Exhibit G-3 attached hereto, setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the Due 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" means a report substantially containing
the content described in Exhibit G-4 attached hereto, setting forth, among other
things, as of the close of business on the Due Date immediately preceding the
preparation of such report, (i) the aggregate amount of Liquidation Proceeds and
Liquidation Expenses, both for the current 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" means the Person in whose name a Certificate is registered on the
Certificate Register.
"Independent" means, when used with respect to any Accountants, a Person
who is "independent" within the meaning of Rule 2-01(B) of the Securities and
Exchange Commission's Regulation S-X. Independent means, when used with respect
to any other Person, a Person who (A) is in fact independent of another
specified Person and any Affiliate of such other Person, (B) does not have any
material direct or indirect financial interest in such other Person or any
Affiliate of such other Person, (C) is not connected with such other Person or
any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions
and (D) is not a member of the immediate family of a Person defined in clause
(B) or (C) above.
"Independent Contractor" means, either (i) with respect to any Mortgage
Loan (A) that is not a Specially Serviced Mortgage Loan, any Person designated
by the Master Servicer (other than the Master Servicer, but which may be an
Affiliate of the Master Servicer) or, (B) that is a Specially Serviced Mortgage
Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to the applicable REMIC Pool within the
meaning of Section 856(d)(3) of the Code if such REMIC Pool were a real estate
investment trust (except that the ownership test set forth in such Section shall
be considered to be met by any Person that owns, directly or indirectly, 35% or
more of the Aggregate Certificate Balance or Notional Amount, as the case may
be, of any Class of the Certificates (other than the Class R-III Certificates),
a Percentage Interest of 35% or more in the Class R-III Certificates or such
other interest in any Class of the Certificates or of the applicable REMIC Pool
as is set forth in an Opinion of Counsel, which shall be at no expense to the
Trustee or the Trust) so long as such REMIC Pool does not receive or derive any
income from such Person and provided that the relationship between such Person
and such REMIC Pool is at arm's length all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) or (ii) any other Person (including the Master
Servicer or the Special Servicer) upon receipt by the Trustee of an Opinion of
Counsel, which shall be at the expense of the Person delivering such opinion to
the Trustee, 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 (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.
"Indirect Participants" means entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.
"Initial Certification" has the meaning set forth in Section 2.2.
"Initial Deposit" means the amount of all collections made on the Mortgage
Loans from the Cut-Off Date to and excluding the Closing Date.
"Inspection Report" means the report delivered by the Master Servicer or
the Special Servicer, as the case may be, substantially in the form of Exhibit L
hereto.
"Institutional Accredited Investor" shall mean an institutional accredited
investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of Regulation D
of the 1933 Act.
"Insurance Policies" means, collectively, any Standard Hazard Insurance
Policy, flood insurance policy or title insurance policy relating to the
Mortgage Loans or the Mortgaged Properties in effect as of the Closing Date or
thereafter during the term of this Agreement.
"Insurance Proceeds" means amounts paid by the insurer under any Insurance
Policy, other than amounts required to be paid over to the Mortgagor pursuant to
law, the related Mortgage Loan or the Servicing Standard.
"Interest" means a REMIC I Interest or a REMIC II Interest, as applicable.
"Interest Accrual Period" means, for any Distribution Date, with respect to
all Classes of Certificates and Interests (other than the Class Q and the
Residual Certificates), the period beginning on the first day of the month
preceding the month in which such Distribution Date occurs and ending on the
last day of the month preceding the month in which such Distribution Date
occurs.
"Interested Person" means, as of any date of determination, the Master
Servicer, the Special Servicer, the Depositor, with respect to any Mortgage
Loan, the holder of any related Junior Indebtedness, a holder of 50% or more of
the Controlling Class, the Operating Adviser, the Healthcare Adviser, any
Independent Contractor engaged by the Master Servicer, Special Servicer,
Operating Adviser or the Healthcare Adviser pursuant to this Agreement, or any
Person actually known to a Responsible Officer of the Trustee to be an Affiliate
of any of them.
"Interest Reserve Account" The trust account created and maintained by the
Trustee pursuant to Section 8.38, which shall be entitled "LaSalle National
Bank, as Trustee, in trust for Holders of Morgan Stanley Capital I Inc.,
Commercial Mortgage Pass-Through Certificates, Series 1998-CF1, Interest Reserve
Account" and which must be an Eligible Account.
"Interest Reserve Loans" Any Mortgage Loan that provides for interest based
on a 360-day year and the actual number of days elapsed.
"Investor" means any purchaser of a Certificate.
"Junior Indebtedness" means any indebtedness of any Mortgagor that is
secured by a lien that is junior in right of payment to the lien of the Mortgage
securing the related Mortgage Note.
"Late Collections" means, with respect to any Mortgage Loan, all amounts
received during any Collection Period, whether as late payments or as
Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Purchase
Proceeds or otherwise, that represent payments or collections of Scheduled
Payments due but delinquent for a previous Collection Period and not previously
recovered.
"Late Fees" shall mean a fee payable to the Master Servicer or the Special
Servicer, as the case may be, to the extent actually collected from the
Mortgagor as provided in the related Mortgage Loan in connection with a late
payment made by such Mortgagor.
"Legended Definitive Certificate" means a Definitive Certificate bearing
the Securities Legend.
"Liaison Agreement" means the written contract between the Master Servicer
or the Special Servicer and any liaison agent relating to servicing and
administration of Mortgage Loans as provided in Section 8.4.
"Liquidation Event" means with respect to any Mortgage Loan (other than an
REO 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 or replaced by a Seller
pursuant to Section 2 of the related Mortgage Loan Purchase Agreement; (iv) such
Mortgage Loan is purchased by the Majority Certificateholder of the Controlling
Class, the Master Servicer or the Special Servicer, or is otherwise sold,
pursuant to Section 8.31; or (v) such Mortgage Loan is purchased by any Person
entitled to effect an optional termination of the Trust pursuant to Section
10.1. With respect to any REO Property (and the related REO Mortgage Loan), any
of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property; (ii) such REO Property is sold pursuant to Section 8.31;
or (iii) such REO Property is purchased by any Person entitled to effect an
optional termination of the Trust pursuant to Section 10.1.
"Liquidation Expenses" means reasonable and direct expenses incurred by
the Special Servicer on behalf of the Trust in connection with the enforcement
and liquidation of any Specially Serviced Mortgage Loan or REO Property acquired
in respect thereof including, without limitation, reasonable legal fees and
expenses, committee or referee fees, property manager fees, and, if applicable,
brokerage commissions and conveyance taxes for such Specially Serviced Mortgage
Loan. All Liquidation Expenses relating to enforcement and disposition of the
Specially Serviced Mortgage Loan shall be paid (i) out of income from the
related REO Property, to the extent available or (ii) advanced by the Master
Servicer, the Trustee or the Fiscal Agent, subject to Section 4.4 hereof, as a
Servicing Advance.
"Liquidation Fee" means a fee equal to the product of (x) 1.0%, (y) the
Liquidation Proceeds received in connection with a final disposition of a
Specially Serviced Mortgage Loan or REO Property and (z) a fraction, the
numerator of which is equal to the Liquidation Proceeds received in connection
with a final disposition of a Specially Serviced Mortgage Loan or REO Property
and the denominator of which is equal to the unpaid Stated Principal Balance of
the related Mortgage Loan or the related REO Mortgage Loan and accrued and
unpaid interest thereof.
"Liquidation Proceeds" means proceeds from the sale or liquidation of a
Mortgage Loan or related REO Property, net of Liquidation Expenses and any
related Advances and interest thereon.
"Liquidation Realized Loss" means, with respect to each Mortgage Loan or
REO Property, as the case may be, as to which a Cash Liquidation or REO
Disposition has occurred, an amount equal to the sum, without duplication, of
(A) the Stated Principal Balance of the Mortgage Loan (or deemed Stated
Principal Balance, in the case of an REO Mortgage Loan) as of the date of the
Cash Liquidation or REO Disposition, plus (B) unpaid interest and interest
accrued thereon at the applicable Mortgage Rate, plus (C) any expenses incurred
in connection with such Mortgage Loan that are reimbursable to any Person, other
than amounts previously treated as Expense Losses or included in the definition
of Liquidation Expenses minus the sum of (i) REO Income applied as recoveries of
principal or interest on the related Mortgage Loan or REO Property, and (ii)
Liquidation Proceeds received during the Collection Period in which such Cash
Liquidation or REO Disposition occurred. REO Income (to the extent not
previously applied to pay interest, principal and other unpaid amounts with
respect to the Mortgage Loan) and Liquidation Proceeds shall be applied first
against any Expense Losses (to the extent not included in the definition of
Liquidation Expenses) for such Mortgage Loan, the unpaid interest on the
Mortgage Loan, calculated as described in clause (B) above, and then against the
principal balance of such Mortgage Loan, calculated as described in clause (A)
above.
"Loan Group 1" means collectively, the Mortgage Loans identified on the
Mortgage Loan Schedule as Loan Group 1 Mortgage Loans.
"Loan Group 2" means collectively, the Mortgage Loans identified on the
Mortgage Loan Schedule as Loan Group 2 Mortgage Loans.
"Loan Group 3" means collectively, the Mortgage Loans identified on the
Mortgage Loan Schedule as Loan Group 3 Mortgage Loans.
"Loan Schedule" means the Mortgage Loan Schedule.
"Loan-to-Value Ratio" means, as of any date with respect to a Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the
principal balance of such Mortgage Loan at the date of determination and the
denominator of which is the value of the Mortgaged Property as shown on the most
recent Appraisal or valuation of the Mortgaged Property which is available as of
such date.
"Lock-Box Accounts" shall have the meaning set forth in Section 8.2(b).
"Lock-Box Agreement" means, with respect to any Mortgage Loan, any lock-box
agreement relating to such Mortgage Loan among the related Mortgagor, a
depositary institution and the Master Servicer pursuant to which a Lock-Box
Account is created.
"Losses" has the meaning set forth in Section 12.4.
"MAI" means member of the Appraisal Institute.
"Majority Certificateholder" means, with respect to any particular Class or
Classes of Certificates, any Certificateholder entitled to a majority of the
Voting Rights allocated to such Class or Classes, as the case may be.
"Manager" means with respect to any Mortgage Loan, any Property Manager for
the related Mortgaged Property or Properties.
"Master Servicer" means AMRESCO Services, L.P. and its permitted successors
or assigns.
"Master Servicer Preliminary Remittance Report" means a report prepared by
the Master Servicer, using commercially reasonable efforts, and in such media as
may be agreed upon by the Master Servicer and the Trustee containing such
information regarding the Mortgage Loans as of six Business Days prior to the
Distribution Date as will permit the Trustee to calculate the amounts to be
distributed to the Certificateholders pursuant to this Agreement, including but
not limited to scheduled payments due on the Mortgage Loans, whether or not
actually received, and to the best of the Master Servicer's knowledge, any
unscheduled collections, prepayment penalties and/or premiums, Advance Interest
to be collected from the Trust and the amounts of any Advances deemed
Non-recoverable Advances by the Master Servicer for the relevant Collection
Period.
"Master Servicer Remittance Date" means for each Distribution Date the
Business Day immediately preceding such Distribution Date.
"Master Servicer Remittance Report" means a report prepared by the Master
Servicer and in such media as may be agreed upon by the Master Servicer and the
Trustee containing such information regarding the Mortgage Loans as will permit
the Trustee to calculate the amounts to be distributed to the Certificateholders
pursuant to this Agreement and to furnish the Monthly Certificateholders Report
to Certificateholders required to be delivered hereunder and containing such
additional information as the Master Servicer, the Trustee and the Depositor may
from time to time mutually agree. Such reports shall include the CSSA Data Files
which may be in existence from time to time.
"Master Servicing Fee" means for each calendar month, as to each Mortgage
Loan (including Mortgage Loans relating to REO Properties), an amount equal to
the portion of the Master Servicing Fee Rate applicable to such month
(determined in the same manner as the applicable Mortgage Rate is determined for
such Mortgage Loan for such month) multiplied by the Scheduled Principal Balance
of such Mortgage Loan immediately before the Due Date occurring in such month,
subject to reduction in respect of Compensating Interest, as set forth in
Section 6.7.
"Master Servicing Fee Rate" means 0.025% per annum.
"Maturity Date" means, with respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received and any Deficient Valuation, Debt Service Reduction Amount
or modification of the Mortgage Loan occurring prior to such date of
determination, but without giving effect to (i) any acceleration of the
principal of such Mortgage Loan or (ii) any grace period permitted by the
related Mortgage Note.
"Modification Fee" means a fee, if any, collected from a Mortgagor by the
Master Servicer or the Special Servicer in connection with a modification of any
Mortgage Loan.
"Modification Loss" means (i) a decrease in the principal balance of a
Mortgage Loan as a result of a modification thereof in accordance with the terms
hereof, (ii) any expenses connected with such modification, to the extent (x)
reimbursable to the Trustee, the Special Servicer or the Master Servicer and (y)
not recovered from the Mortgagor or (iii) in the case of a modification of a
Mortgage Loan that reduces the Mortgage Rate thereof, the excess, on each Due
Date, of the amount of interest that would have accrued at a rate equal to the
original Mortgage Rate, over interest that actually accrued on such Mortgage
Loan during the preceding Collection Period.
"Money Term" means with respect to any Mortgage Loan, the Maturity Date,
Mortgage Rate, principal balance, amortization term or payment frequency thereof
or any provision thereof requiring the payment of a prepayment premium, Yield
Maintenance Payment or percentage premium in connection with a principal
prepayment (and shall not include Late Fees or Default Interest provisions).
"Monthly Certificateholder Report" means a report provided pursuant to
Section 5.4 by the Trustee monthly as of the related Determination Date
generally in the form and substance of Exhibit M, which sets forth, to the
extent applicable: (i) the amount, if any, of such distributions to the Holders
of each Class of Principal Balance Certificates applied to reduce the respective
Certificate Balances thereof; (ii) the amount of such distribution to Holders of
each Class of Certificates allocable to (A) interest accrued at the respective
Pass-Through Rates, less any Net Aggregate Prepayment Interest Shortfalls and
(B) Prepayment Premiums; (iii) the number of outstanding Mortgage Loans and the
Aggregate Principal Balance and Scheduled Principal Balance of the Mortgage
Loans at the close of business on such Distribution Date; (iv) the number and
aggregate Scheduled Principal Balance of Mortgage Loans (A) delinquent 30-59
days, (B) delinquent 60-89 days, (C) delinquent 90 or more days or (D) as to
which foreclosure proceedings have been commenced; (v) with respect to any REO
Property included in the Trust, the Stated Principal Balance of the related
Mortgage Loan as of the date of acquisition of the REO Property and the
Scheduled Principal Balance thereof; (vi) as of the related Determination Date
(A) as to any REO Property sold during the related Collection Period, the date
of the related determination by the Special Servicer or Master Servicer, as the
case may be, that it has recovered all payments which it expects to be finally
recoverable and the amount of the proceeds of such sale deposited into the
Certificate Account, and (B) the aggregate amount of other revenues collected by
the Special Servicer with respect to each REO Property during the related
Collection Period and credited to the Certificate Account, in each case
identifying such REO Property by the loan number of the related Mortgage Loan;
(vii) the aggregate Certificate Balance or Notional Amount, as the case may be,
of each Class of Certificates before and after giving effect to the distribution
made on such Distribution Date; (viii) the aggregate amount of Principal
Prepayments made during the related Collection Period; (ix) the Pass-Through
Rate applicable to each Class of Certificates for such Distribution Date; (x)
the aggregate amount of servicing fees paid to the Master Servicer and the
Special Servicer; (xi) the amount of Unpaid Interest or Realized Losses, if any,
incurred with respect to the Mortgage Loans; (xii) the aggregate amount of
Servicing Advances and P&I Advances outstanding that have been made by the
Master Servicer, the Trustee and the Fiscal Agent, separately stated; and (xiii)
the amount of any Appraisal Reductions effected during the related Collection
Period on a loan-by-loan basis and the total Appraisal Reductions in effect as
of such Distribution Date. In the case of information furnished pursuant to
subclauses (i), (ii) and (xi) above, the amounts shall be expressed as a dollar
amount per $1,000 of original principal amount of the Certificates for all
Certificates of each applicable Class.
"Moody's" means Moody's Investors Service, Inc.
"Mortgage" means the mortgage, deed of trust or other instrument securing a
Mortgage Note.
"Mortgage File" means the mortgage documents listed below:
(i) the original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of LaSalle National Bank, as
trustee for Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 1998-CF1, without recourse" or if the
original Mortgage Note is not included therein, then a lost note
affidavit and indemnity with a copy of the Mortgage Note attached
thereto;
(ii) the original Mortgage, with evidence of recording thereon,
and, if the Mortgage was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the public
recorder's office, with evidence of recording thereon, or certified by
a title insurance company or escrow company to be a true copy thereof;
provided that if such original Mortgage or power of attorney cannot be
delivered with evidence of recording thereon on or prior to the Closing
Date because of a delay caused by the public recording office where
such original Mortgage has been delivered for recordation or because
such original Mortgage has been lost, the Depositor shall deliver or
cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (A) in the case of a delay caused by the public
recording office, an Officer's Certificate of the applicable Seller
stating that such original Mortgage has been sent to the appropriate
public recording official for recordation or (B) in the case of an
original Mortgage that has been lost after recordation, a copy of such
Mortgage, certified by the appropriate county recording office where
such Mortgage is recorded to be a true and complete copy of the
original recorded Mortgage;
(iii) the originals of all Money Term or material modification,
consolidation and extension agreements, if any, with evidence of
recording thereon, or if such original modification, consolidation and
extension agreements have been delivered to the appropriate recording
office for recordation and either have not yet been returned with
evidence of recordation thereon or have been lost after recordation,
true copies of such modifications, consolidations and extensions
certified by the applicable Seller together with (A) in the case of a
delay caused by the public recording office, an Officer's Certificate
of the applicable Seller stating that such original modification,
consolidation or extension agreement has been dispatched or sent to the
appropriate public recording official for recordation or (B) in the
case of an original modification, consolidation or extension agreement
that has been lost after recordation, a copy of such modification,
consolidation or extension agreement certified by the appropriate
county recording office where such document is recorded to be a true
and complete copy of the original recorded modification, consolidation
or extension agreement, and the originals of all assumption agreements,
if any, each signed by the holder of record in favor of "LaSalle
National Bank, as trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF1;"
(iv) an original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording, signed by the holder of
record in favor of "LaSalle National Bank, as trustee for Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 1998-CF1;"
(v) originals of all intervening Assignments of Mortgage, if any,
with evidence of recording thereon or, if such original Assignments of
Mortgage have been delivered to the appropriate recorder's office for
recordation, certified true copies of such Assignments of Mortgage
certified by the applicable Seller, or in the case of an original
blanket intervening Assignment retained by the applicable Seller, a
copy thereof certified by the applicable Seller or, if any original
intervening Assignment has not been returned from the applicable
recording office or has been lost, a true and correct copy thereof,
together with (A) in the case of a delay caused by the public recording
office, an Officer's Certificate of the applicable Seller stating that
such original intervening Assignment has been sent to the appropriate
public recording official for recordation or (B) in the case of an
original intervening Assignment that has been lost after recordation, a
copy of such intervening Assignment certified by the appropriate county
recording office where such assignment is recorded to be a true and
complete copy of the original recorded intervening Assignment;
(vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of
recording thereon or, if such Assignment of Leases has not been
returned from the applicable public recording office, a copy of such
Assignment of Leases certified by the applicable Seller to be a true
and complete copy of the original Assignment of Leases submitted for
recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a
complete recorded chain of assignment from the named assignee to the
holder of record, and if any such assignment of such Assignment of
Leases has not been returned from the applicable public recording
office, a copy of such assignment certified by the applicable Seller to
be a true and complete copy of the original assignment submitted for
recording, and (B) an original assignment of such Assignment of Leases,
in recordable form, signed by the holder of record in favor of "LaSalle
National Bank, as trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF1," which assignment
may be effected in the related Assignment of Mortgage;
(vii) the original of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;
(viii) the original Title Insurance Policy or in the event such
original Title Insurance Policy has not been issued, an original binder
or actual title commitment or a copy thereof certified by the title
company with the original Title Insurance Policy to follow within 180
days of the Closing Date or a preliminary title report with an original
Title Insurance Policy to follow within 180 days of the Closing Date;
(ix) UCC financing statements (together with all assignments
thereof to the Trustee) executed and delivered in connection with any
Mortgage Loan;
(x) copies of ground leases related to any Mortgage Loan where the
Mortgagor is the lessee under such lease and there is a lien in favor
of the mortgagee in such lease;
(xi) copies of any lock-box agreements, intercreditor agreements
and management agreements related to any Mortgage Loan; and
(xii) the original of each Letters of Credit, if any, constituting
additional collateral for such Mortgage Loan, together with the
original supporting documentation evidencing a beneficial transfer, in
favor of "LaSalle National Bank, as trustee for Morgan Stanley Capital
I Inc., Commercial Pass-Through Certificates, Series 1998-CF1";
provided, however, the Trustee shall hold such Letter of Credit only in
a custodial capacity and shall have no obligation to maintain, extend
the term of, enforce, or otherwise preserve any rights under such
Letter of Credit;
provided that whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or a Custodian on its behalf, such terms shall
not be deemed to include such documents required to be included therein unless
they are actually so received.
"Mortgage Loan" means a Mortgage Note secured by a Mortgage, and all
amendments and modifications thereof, identified on the Mortgage Loan Schedule,
as amended from time to time, and conveyed, transferred, sold, assigned to or
deposited with the Trustee pursuant to Section 2.1 or Section 2.3.
"Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase Agreement
I, Mortgage Loan Purchase Agreement II or Mortgage Loan Purchase Agreement III,
as the case may be.
"Mortgage Loan Purchase Agreement I" means that certain Mortgage Loan
Purchase Agreement dated as of August 3, 1998 between ContiTrade and the
Depositor with respect to the ContiTrade Loans.
"Mortgage Loan Purchase Agreement II" means that certain Mortgage Loan
Purchase Agreement between MSMC and the Depositor dated as of August 3, 1998
with respect to the MSMC Loans.
"Mortgage Loan Purchase Agreement III" means that certain Mortgage Loan
Purchase Agreement between RMF and the Depositor dated as of August 3, 1998 with
respect to the RMF Loans.
"Mortgage Loan Schedule" means collectively the schedule attached hereto as
Schedule I, which identifies each ContiTrade Loan for Loan Group 1 and Loan
Group 2, the schedule attached hereto as Schedule II, which identifies each MSMC
Loan for Loan Group 1 and Loan Group 2, and the schedule attached hereto as
Schedule III, which identifies each RMF Loan for Loan Group 1 and Loan Group 2,
as such schedules may be amended from time to time pursuant to Section 2.3.
"Mortgage Rate" means, for a given Mortgage Loan, the per annum rate at
which interest accrues on such Mortgage Loan (excluding any Excess Interest or
Default Interest).
"Mortgaged Property" means the real property, together with improvements
thereto, securing the indebtedness of the Mortgagor under the related Mortgage
Loan.
"Mortgagee" means, with respect to any Mortgage as of any date of
determination, the holder of the related Note as of such date.
"Mortgagor" means the obligor on a Note.
"MSMC" has the meaning assigned in the Preliminary Statement hereto.
"MSMC Loans" means, collectively, those Mortgage Loans sold to the
Depositor pursuant to Mortgage Loan Purchase Agreement II and shown on Schedule
II hereto.
"Net Aggregate Prepayment Interest Shortfall" means for any Distribution
Date, the excess, if any, of aggregate Prepayment Interest Shortfalls over the
sum of (i) Compensating Interest and (ii) the aggregate Prepayment Interest
Excesses for such Collection Period.
"Net Default Interest" means, with respect to any Mortgage Loan, any
Default Interest actually collected thereon, net of any Advance Interest accrued
on Advances made in respect of such Mortgage Loan and reimbursable from such
Default Interest in accordance with Section 5.2.
"New Lease" means any lease of any REO Property entered into on behalf of
the Trust, including any lease renewed or extended on behalf of the Trust if the
Trust has the right to renegotiate the terms of such lease.
"1933 Act" means the Securities Act of 1933, as amended.
"1934 Act" means the Securities Exchange Act of 1934, as amended.
"NOI Adjustment Worksheet" means a report prepared by the Master Servicer
or the Special Servicer, as the case may be, substantially containing the
content described in Exhibit G-8 attached hereto, presenting the computations
made in accordance with the methodology described in such Exhibit G-8 to
"normalize" the full year net operating income, calculating the underwritable
cash flow and debt service coverage numbers used in the other reports required
by this Agreement, sent to the Trustee with each annual operating statement for
a Mortgaged Property pursuant to Section 8.14(d).
"Nondisqualification Opinion" means a written Opinion of Counsel to the
effect that a contemplated action will neither cause any REMIC Pool to fail to
qualify as a REMIC at any time that any Certificates are outstanding nor cause a
"prohibited transaction," "prohibited contribution" or any other tax to be
imposed on any REMIC Pool or the Trust.
"Nonrecoverable Advance" means the portion of any Advance (including
interest accrued thereon at the Advance Rate) previously made or proposed to be
made by the Master Servicer, the Trustee or the Fiscal Agent that, in its sole
discretion, exercised in good faith and in accordance with the Servicing
Standard, that will not or, in the case of a current delinquency, would not be,
ultimately recoverable, from Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds, Purchase Proceeds or from any collections with respect to
the related Mortgage Loan or REO Property, as evidenced by an Officer's
Certificate delivered pursuant to Section 4.4. Such Officer's Certificate shall
be delivered to the Trustee and the Fiscal Agent (upon which the Trustee and the
Fiscal Agent may conclusively rely) or to the Depositor (if the Trustee or the
Fiscal Agent is delivering such Officer's Certificate) and (in either case) to
the Special Servicer in the time periods as specified in Section 4.4 and shall
include the information and reports set forth in Section 4.4. In determining
whether an Advance with respect to any Mortgage Loan will be recoverable, the
Master Servicer, the Trustee or the Fiscal Agent, as applicable, shall take into
account amounts that may be realized on the related Mortgaged Property in its
"as is" or then current condition and occupancy. Absent bad faith, the Master
Servicer's determination as to the recoverability of any Advance shall be
conclusive and binding on the Certificateholders, Special Servicer, Fiscal Agent
and the Trustee and may be relied on by the Trustee and the Fiscal Agent with
respect to the obligation of the Trustee or the Fiscal Agent to make such
Advance.
"Non-Registered Certificate" means unless and until registered under the
1933 Act, any Class X, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class Q or Residual Certificate.
"Note" the original executed note evidencing the indebtedness of a
Mortgagor under a Mortgage Loan, together with any rider, addendum or amendment
thereto.
"Notional Amount" means, as of any date of determination: (i) with respect
to all of the Class X Certificates as a Class, the Class X Notional Amount as of
such date of determination; and (ii) with respect to any Class X Certificate,
the product of the Percentage Interest evidenced by such Certificate and the
Class X Notional Amount as of such date of determination.
"Officer's Certificate" means (x) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, or (y) in
the case of the Master Servicer and the Special Servicer, any of the officers
referred to above or an employee thereof designated as a Servicing Officer or
Special Servicing Officer pursuant to this Agreement, and (z) in the case of the
Trustee, a certificate signed by a Responsible Officer.
"Operating Adviser" shall have the meaning specified in Section 8.32(a).
"Operating Adviser Votes" shall mean the votes cast at a duly called
meeting by the Holders of the Controlling Class to elect an Operating Adviser.
"Operating Statement Analysis" means, with respect to each Mortgage Loan
and REO Property, a report substantially containing the content described in
Exhibit G-7 attached hereto.
"Opinion of Counsel" means a written opinion of counsel addressed to the
Trustee, reasonably acceptable in form and substance to the Trustee, and who may
be in-house or outside counsel to the party required to deliver such opinion but
who, in the good faith judgment of the Trustee, must be Independent outside
counsel knowledgeable of the issues occurring in the practice of securitization
with respect to any such opinion of counsel concerning the taxation, or status
as a REMIC for tax purposes, of the Trust or any REMIC Pool.
"Ownership Interest" means, 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.
"P&I Advance" shall mean, (i) with respect to any Mortgage Loan or
Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled
Payment (other than a Balloon Payment) due during the related Collection Period
was not received by the Master Servicer as of the related Determination Date,
the portion of such Scheduled Payment not received; (ii) with respect to any
Balloon Mortgage Loan (including any REO Property as to which the related
Mortgage Loan provided for a Balloon Payment) as to which a Balloon Payment was
due during or prior to the related Collection Period but was delinquent, in
whole or in part, as of the related Determination Date, an amount equal to the
excess, if any, of the Assumed Scheduled Payment for such Balloon Mortgage Loan
for the related Collection Period, over any Late Collections received in respect
of such Balloon Payment during such Collection Period; and (iii) with respect to
each REO Property, an amount equal to the excess, if any, of the Assumed
Scheduled Payment for the Mortgage Loan related to such REO Property during the
related Collection Period, over remittances of REO Income to the Master Servicer
by the Special Servicer, reduced by any amounts required to be paid as taxes on
such REO Income (including taxes imposed pursuant to Section 860G(c) of the
Code); provided, however, that the interest portion of any Scheduled Payment or
Assumed Scheduled Payment shall be advanced at a per annum rate equal to the
Mortgage Rate relating to such Mortgage Loan or Mortgage Loan relating to such
REO Property; and provided, further, that the Scheduled Payment or Assumed
Scheduled Payment for any Mortgage Loan which has been modified shall be
calculated based on its terms as modified and provided, further, that the amount
of any P&I Advance with respect to a Mortgage Loan as to which there has been an
Appraisal Reduction will be an amount equal to the product of (i) the amount
required to be advanced without giving effect to this proviso and (ii) a
fraction, the numerator of which is the Stated Principal Balance of such
Mortgage Loan as of the immediately preceding Determination Date less any
Appraisal Reduction and the denominator of which is the Stated Principal Balance
of the Mortgage Loan as of such Determination Date.
"P&I Advance Amount" means, with respect to any Mortgage Loan or REO
Property, the amount of the P&I Advance for each Mortgage Loan computed for any
Distribution Date.
"Participant" means a broker, dealer, bank, other financial institution or
other Person for whom the Clearing Agency effects book-entry transfers and
pledges of securities deposited with the Clearing Agency.
"Pass-Through Entity" means any of (A) a regulated investment company
described in Section 851 of the Code, a real estate investment trust described
in Section 856 of the Code, a common trust fund or an organization described in
Section 1381(a) of the Code, (B) any partnership, trust or estate as such terms
are defined in the Code or (C) any person holding a Class R-I, Class R-II or
Class R-III Certificate as nominee for another person.
"Pass-Through Rate" or "Pass-Through Rates" means initially with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the Class X Certificates and Class Q
Certificates, for any Distribution Date, the rate, if any, set forth in the
Preliminary Statement hereto. For any Distribution Date occurring thereafter,
the Pass-Through Rates for (i) the REMIC I Regular Interests shall equal the
REMIC I Net Mortgage Rate on the related Mortgage Loan for such Distribution
Date, (ii) the REMIC II Regular Interests shall equal the Weighted Average REMIC
I Net Mortgage Rate for such Distribution Date, (iii) with respect to the Class
A-1, Class A-2, Class A-MF1, Class A-MF2, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M and Class N
Certificates, the lesser of (A) the fixed rate corresponding to such Class set
forth in the Preliminary Statement hereto and (B) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date, and (iv) the Class X Certificates,
the per annum rate equal to the quotient of the Accrued Certificate Interest
thereon for such Distribution Date divided by the Class X Notional Amount. The
Class Q Certificates do not have a Pass-Through Rate.
"Paying Agent" means the paying agent appointed pursuant to Section 3.10.
"Penalty Charges" means Late Fees and Default Interest.
"Percentage Interest" means with respect to each Class of Certificates
other than the Class Q Certificates and Residual Certificates, the fraction of
such Class evidenced by such Certificate, expressed as a percentage (carried to
four decimal places and rounded, if necessary), the numerator of which is the
Certificate Balance or Notional Amount, as applicable, represented by such
Certificate determined as of the Closing Date (as stated on the face of such
Certificate) and the denominator of which is the aggregate Certificate Balance
or Notional Amount, as applicable, of all of the Certificates of such Class
determined as of the Closing Date. With respect to the Class Q Certificates and
the Residual Certificates, the percentage interest in distributions (if any) to
be made with respect to the relevant Class, as stated on the face of such
Certificate.
"Permitted Transferee" means any Transferee other than a Disqualified
Organization or a Person other than a U.S. Person, unless, with respect to the
Transfer of a Residual Certificate, (i) such Person holds such Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the Transferor and the Certificate Registrar with an
effective Internal Revenue Service Form 4224 or (ii) the Transferee delivers to
both the Transferor and the Certificate Registrar an opinion of a nationally
recognized tax counsel to the effect that such Transfer is in accordance with
the requirements of the Code and the regulations promulgated thereunder and that
such Transfer of the Residual Certificate will not be disregarded for federal
income tax purposes.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Phase I Environmental Report" means a report prepared at the expense of
the Person desiring to contribute such property, by an Independent Person who
regularly conducts environmental site assessments in accordance with then
current standards imposed by institutional commercial mortgage lenders and who
has had not less than five years experience in such matters which indicates such
property is in compliance with applicable Environmental Laws and that there are
no circumstances present at such property relating to the use, management or
disposal of any hazardous substances, hazardous materials, hazardous wastes or
petroleum based materials for which investigation, testing, monitoring,
containment, clean up or remediation could be required under any Federal, state
or local law or regulation.
"Placement Agent" means Morgan Stanley & Co. Incorporated.
"Plan" has the meaning set forth in Section 3.3(d).
"Plan Asset Regulations" means the Department of Labor regulations set
forth in 29 C.F.R. ss. 2510.3-101.
"Prepayment Interest Excess" means for any Distribution Date and the
related Collection Period, during which a full or partial Principal Prepayment
is made after the Due Date for such Mortgage Loan through and including the last
day of the Collection Period, the amount of interest that accrues on the
Mortgage Loan from such Due Date to the date such payment was made (net of the
Servicing Fee and the Trustee Fee), to the extent collected.
"Prepayment Interest Shortfall" means, with respect to any Distribution
Date, a shortfall in the collection of a full month's interest on any Mortgage
Loan by reason of a full or partial Principal Prepayment (including early
payment of a Balloon Payment other than in connection with the foreclosure or
liquidation of a Mortgage Loan) made during any Collection Period prior to the
Due Date for such Mortgage Loan in such Collection Period. The amount of any
Prepayment Interest Shortfall shall equal the excess of (A) the aggregate amount
of interest which would have accrued on the Scheduled Principal Balance of such
Mortgage Loan for the 30 days ending on such Due Date if such Principal
Prepayment or Balloon Payment had not been made over (B) the aggregate interest
that did so accrue through the date such payment was made (net of the Servicing
Fee and the Trustee Fee).
"Prepayment Premium" means with respect to any Distribution Date, the
aggregate of all prepayment premiums, Yield Maintenance Payments or percentage
premiums, if any, received during the related Collection Period in connection
with Principal Prepayments.
"Primary Servicer" means, with respect to any Mortgage Loan the
Sub-Servicer listed on Schedule V attached hereto during such time as they are
parties to a Sub-Servicing Agreement, and their successors and assigns, and
otherwise, the Master Servicer.
"Primary Servicing Fee" means for each calendar month, as to each Mortgage
Loan (including Mortgage Loans relating to REO Properties), an amount equal to
the portion of the Primary Servicing Fee Rate applicable to such month
(determined in the same manner as the applicable Mortgage Rate is determined for
such Mortgage Loan for such month) multiplied by the Scheduled Principal Balance
of such Mortgage Loan immediately before the Due Date occurring in such month.
"Primary Servicing Fee Rate" means, with respect to each Mortgage Loan, the
rate per annum specified as such on the Mortgage Loan Schedule.
"Principal Balance Certificates" means, collectively, the Class A-1, Class
A-2, Class A-MF1, Class A-MF2, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M and Class N Certificates.
"Principal Distribution Amount" means, on any Distribution Date, the sum of
the following amounts: (i) the principal portion of all Scheduled Payments
(other than the principal portion of Balloon Payments) and any Assumed Scheduled
Payments due or deemed due, as the case may be, in respect of the Mortgage Loans
and any REO Mortgage Loans for their respective Due Dates occurring during the
related Collection Period; (ii) all payments (including Principal Prepayments
and the principal portion of Balloon Payments) and any other collections
(including Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
Purchase Proceeds and REO Income) received on or in respect of the Mortgage
Loans during the related Collection Period and that were identified and applied
by the Master Servicer as recoveries of principal thereof, in each case net of
any portion of such payment or other collection that represents a recovery of
the principal portion of any 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.
"Principal Prepayment" means any voluntary or involuntary payment or
collection of principal on a Mortgage Loan which is received or recovered in
advance of its scheduled Due Date and applied to reduce the principal balance of
the Mortgage Loan in advance of its scheduled Due Date, including, without
limitation, all proceeds, to the extent allocable to principal, received from
the payment of cash in connection with a substitution shortfall pursuant to
Section 2.3.
"Private Placement Memorandum" has the meaning set forth in the preliminary
statement hereto.
"Privately Offered Certificates" means, unless and until registered under
the Securities Act, the Class X, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class Q and Residual Certificates.
"Proposed Disposition" means a proposed disposition of any Defaulted
Mortgage Loan or the Mortgaged Property related thereto to be performed as
provided in Section 9.15 or 9.17 of this Agreement.
"Proposed Plan" shall have the meaning set forth in Section 8.20(a)(iii)
hereof.
"Prospectus" has the meaning set forth in the preliminary statement hereto.
"Prospectus Supplement" has the meaning set forth in the preliminary
statement hereto.
"Prospective Investor" means any prospective purchaser of a Certificate or,
in the case of a Book-Entry Certificate, of a beneficial ownership interest
therein.
"PTCE" has the meaning set forth in Section 3.3(d).
"Purchase Price" means, with respect to the repurchase of a Mortgage Loan
or REO Property pursuant to Article II of this Agreement, a price equal to the
sum of (A) 100% of the unpaid principal balance of such Mortgage Loan (or deemed
principal balance, in the case of an REO Property), plus (B) accrued but unpaid
interest thereon calculated at the Mortgage Rate to, but not including, the Due
Date in the Collection Period in which such purchase occurs, plus (C) the amount
of any expenses related to such Mortgage Loan or REO Property (including, but
not limited to, any Servicing Advances, Advance Interest related to such
Mortgage Loan and any Special Servicer Fees and Liquidation Fees) that are
reimbursable to the Master Servicer, the Special Servicer or the Trustee.
"Purchase Proceeds" means any cash amounts received by the Master Servicer
in connection with: (i) the repurchase of a Mortgage Loan by a Seller pursuant
to Section 2.3 or (ii) the purchase of the Mortgage Loans and REO Properties by
the Depositor, the Master Servicer, the Special Servicer or the Holders of the
Class R-I Certificates pursuant to Section 10.1(b).
"QIB" means a "qualified institutional buyer," as defined in Rule 144A
under the 1933 Act.
"Qualified Insurer" means, (i) with respect to any Mortgage Loan, an
insurance company duly qualified as such under the laws of the state in which
the related Mortgaged Property is located, duly authorized and licensed in such
state to transact the applicable insurance business and to write the insurance
provided, and that has a claim paying ability rating no lower than two ratings
categories (without regard to pluses or minuses or numerical qualifiers) lower
than the highest rating of any outstanding Class of Certificates from time to
time, but in no event lower than "A-" by S&P, and "A2" by Moody's if rated by
Moody's or if not rated by Moody's, then otherwise approved by Moody's, (ii)
with respect to the Servicer Errors and Omissions Insurance Policy or Servicer
Fidelity Bond an insurance company that has a claim paying ability a rating of
no lower than two ratings categories (without regard to pluses or minuses or
numerical qualifiers) lower than the highest rating of any outstanding Class of
Certificates from time to time, but in no event lower than "A-" by S&P, and "A2"
by Moody's if rated by Moody's or if not rated by Moody's, then otherwise
approved by Moody's or (iii) in either case, a company not satisfying clause (i)
or (ii) but with respect to which Rating Agency Confirmation is obtained.
"Qualified Mortgage" means a Mortgage Loan that is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code (but without regard to the
rule in Treasury Regulation Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision) and applicable Treasury Regulations promulgated pursuant thereto.
"Qualifying Leasehold" means a leasehold interest in real property
extending or renewable automatically for a period of at least 30 years, and in
any event at least 10 years beyond the Maturity Date of the related Mortgage
Loan.
"Qualifying Substitute Mortgage Loan" means, in the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on the date of
substitution, (i) has a principal balance, after deduction of the principal
portion of the Scheduled Payment due in the month of substitution, not in excess
of the principal balance of the Deleted Mortgage Loan; provided, however, that,
to the extent that the principal balance of such Mortgage Loan is less than the
principal balance of the Deleted Mortgage Loan, then such differential in
principal amount, together with interest thereon at the Mortgage Rate on the
related Mortgage Loan from the date as to which interest was last paid through
the last day of the month in which such substitution occurs, shall be paid by
the party effecting such substitution to the Master Servicer for deposit into
the Certificate Account, and shall be treated as a Principal Prepayment
hereunder; (ii) is accruing interest at a rate of interest at least equal to
that of the Deleted Mortgage Loan; (iii) has a remaining term to stated maturity
not greater than, and not more than two years less than, that of the Deleted
Mortgage Loan; (iv) has an original loan-to-value ratio not higher than that of
the Deleted Mortgage Loan and a current loan-to-value ratio (equal to the
principal balance on the date of substitution divided by its current Appraised
Value) not higher than the current loan-to-value ratio of the Deleted Mortgage
Loan; (v) will comply with all of the representations and warranties relating to
Mortgage Loans set forth herein, as of the date of substitution; (vi) has a
Phase I Environmental Report relating to the related Mortgaged Property in its
Mortgage Files and such Phase I Environmental Report does not, in the good faith
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard, raise material issues that have not been adequately addressed; and
(vii) as to which the Trustee has received an Opinion of Counsel, at the related
Seller's expense, that such Mortgage Loan is a "qualified replacement mortgage"
within the meaning of Section 860G(a)(4) of the Code; provided that no Mortgage
Loan may have a Maturity Date after the date three years prior to the Final
Rated Distribution Date, and provided, further, that no such Mortgage Loan shall
be substituted for a Deleted Mortgage Loan unless Rating Agency Confirmation is
obtained. In the event that either one mortgage loan is substituted for more
than one Deleted Mortgage Loan or more than one mortgage loan is substituted for
one or more Deleted Mortgage Loans, then (A) the principal balance referred to
in clause (i) above shall be determined on the basis of aggregate principal
balances and (B) the rates referred to in clauses (ii) above and the remaining
term to stated maturity referred to in clause (iii) above shall be determined on
a weighted average basis. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the party
effecting such substitution shall certify that such Mortgage Loan meets all of
the requirements of this definition and shall send such certification to the
Trustee, which shall deliver a copy of such certification to the Special
Servicer promptly, and in any event within five Business Days following the
Trustee's receipt of such certification.
"Rated Final Distribution Date" means, as to each Class of Principal
Balance Certificates, Class Q Certificates and Residual Certificates, the
Distribution Date occurring in July, 2032.
"Rating Agencies" means S&P and Moody's.
"Rating Agency Confirmation" means, with respect to any matter,
confirmation in writing by each Rating Agency that a proposed action, failure to
act, or other event specified herein will not in and of itself result in the
withdrawal, downgrade, or qualification of the rating assigned by such Rating
Agency to any Class of Certificates then rated by such Rating Agency.
"Realized Interest Loss" means (i) in the case of a Liquidation Realized
Loss, the portion of any Liquidation Realized Loss that exceeds the Realized
Principal Loss on the related Mortgage Loan, (ii) in the case of a Bankruptcy
Loss, the portion of such Realized Loss attributable to accrued interest on the
related Mortgage Loan, (iii) in the case of an Expense Loss, an Expense Loss
resulting in any period from the payment of the Special Servicing Fee or (iv) in
the case of a Modification Loss, a Modification Loss described in clause (ii) of
the definition thereof.
"Realized Loss" means a Liquidation Realized Loss, a Modification Loss, a
Bankruptcy Loss or an Expense Loss. Realized Losses on a Mortgage Loan are
allocated first to the principal balance of, and then to interest on such
Mortgage Loan.
"Realized Principal Loss" means (i) in the case of a Liquidation Realized
Loss, the amount of such Realized Loss, to the extent that it does not exceed
the principal balance of the Mortgage Loan (or deemed principal balance, in the
case of REO Property), (ii) in the case of a Modification Loss, the amount of
such Modification Loss described in clause (i) of the definition thereof, (iii)
in the case of a Bankruptcy Loss, the portion of such Realized Loss attributable
to the reduction in the principal balance of the related Mortgage Loan, and (iv)
in the case of an Expense Loss, the portion thereof not treated as a Realized
Interest Loss.
"Record Date" means, for each Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.
"Recoveries" means, as of any Distribution Date, any amounts recovered with
respect to a Mortgage Loan or REO Property following the period in which a Final
Recovery Determination occurs plus other amounts defined as "Recoveries" herein.
"Registered Certificates" means, collectively, the Class A-1, Class A-MF1,
Class A-MF2, Class A-2, Class B, Class C, Class D and Class E Certificates.
"Regulation S" means Regulation S under the 1933 Act.
"Regulation S Certificate" means a written certification substantially in
the form set forth in Exhibit F hereto certifying that a beneficial owner of an
interest in a Regulation S Temporary Global Certificate is not a U.S. Person (as
defined in Regulation S).
"Regulation S Global Certificates" means the Regulation S Permanent Global
Certificates together with the Regulation S Temporary Global Certificates.
"Regulation S Permanent Global Certificate" means any single permanent
global Certificate, in definitive, fully registered form without interest
coupons received in exchange for a Regulation S Temporary Global Certificate.
"Regulation S Temporary Global Certificate" means, with respect to any
Class of Certificates offered and sold outside of the United States in reliance
on Regulation S, a single temporary global Certificate, in definitive, fully
registered form without interest coupons.
"Rehabilitated Mortgage Loan" means any Specially Serviced Mortgage Loan
with respect to which (i) three consecutive Scheduled Payments have been made
(in the case of any such Mortgage Loan that was modified, based on the modified
terms), (ii) no other Servicing Transfer Event has occurred and is continuing
(or with respect to determining whether a Required Appraisal Loan is a
Rehabilitated Mortgage Loan for applying Appraisal Reductions, no other
Appraisal Event has occurred and is continuing) and (iii) the Trust has been
reimbursed for all costs incurred as a result of the occurrence of a Servicing
Transfer Event or such amounts have been forgiven.
"Release Date" means the date 40 days after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.
"REMIC" means a real estate mortgage investment conduit within the meaning
of Section 860D of the Code.
"REMIC I" means the segregated pool of assets consisting of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and the Distribution Account, the Insurance Policies and any REO
Properties, for which a REMIC election has been made pursuant to Section 12.1(a)
hereof.
"REMIC I Interests" means, collectively, the REMIC I Regular Interests and
the Class R-I Certificates.
"REMIC I Net Mortgage Rate" means, as to any REMIC I Regular Interest, a
per annum rate equal to the related Mortgage Rate minus the related
Administrative Cost Rate, adjusted as described below for Actual/360 Mortgage
Loans; provided that, for purposes of calculating the Pass-Through Rate for each
Class of REMIC Regular Certificates from time to time, the REMIC I Net Mortgage
Rate for any REMIC I Regular Interest will be calculated without regard to any
modification, waiver or amendment of the terms of the related Mortgage Loan
subsequent to the Closing Date. The "REMIC I Net Mortgage Rate" with respect to
the related Mortgage Loans that provide for interest based on a 360-day year and
the actual number of days elapsed ("Actual/360 Mortgage Loans") for (a) any
Interest Accrual Period commencing in any January, February, April, June,
September and November, and any December occurring in a year immediately
preceding any year which is not a leap year, is the REMIC I Net Mortgage Rate
thereof, and (b) any Interest Accrual Period commencing in March, May, July,
August and October and any December occurring in a year immediately preceding
any year which is a leap year, is equal to the REMIC I Net Mortgage Rate thereof
multiplied by a fraction the numerator of which is the actual number of days in
such Interest Accrual Period and the denominator of which is 30; provided,
however, that with respect to each Interest Reserve Loan, (i) the REMIC I Net
Mortgage Rate for the Collection Period preceding the Due Dates in (a) January
and February in each year that is not a leap year or (b) in February only in
each year that is a leap year will be determined net of the Withheld Amounts and
(ii) the REMIC I Net Mortgage Rate for the Collection Period preceding the Due
Dates in March will be determined after taking into account the addition of the
Withheld Amounts.
"REMIC I Regular Interests" means, collectively, the uncertificated
interests designated as "regular interests" in REMIC I, which shall consist of,
with respect to each Mortgage Loan, an interest having an initial Certificate
Balance equal to the Cut-Off Date Scheduled Principal Balance of such Mortgage
Loan, and which has a Pass-Through Rate equal to the REMIC I Net Mortgage Rate
of such Mortgage Loan.
"REMIC II" means the segregated pool of assets consisting of the REMIC I
Regular Interests for which a REMIC election has been made pursuant to Section
12.1(a) hereof.
"REMIC II Interests" means, collectively, the REMIC II Regular Interests
and the Class R-II Certificates.
"REMIC II Regular Interest A-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the aggregate Certificate Balance
of the Class A-1 Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.
"REMIC II Regular Interest A-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the aggregate Certificate Balance
of the Class A-2 Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.
"REMIC II Regular Interest A-MF1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the aggregate Certificate Balance
of the Class A-MF1 Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.
"REMIC II Regular Interest A-MF2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the aggregate Certificate Balance
of the Class A-MF2 Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.
"REMIC II Regular Interest B" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class B
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest C" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class C
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest D" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class D
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest E" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class E
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest F" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class F
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest G" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class G
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest H" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class H
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest J" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class J
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest K" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class K
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest L" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class L
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest M" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class M
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interest N" means the uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having a
Certificate Balance equal to the aggregate Certificate Balance of the Class N
Certificates, and which has a Pass-Through Rate equal to the Weighted Average
REMIC I Net Mortgage Rate.
"REMIC II Regular Interests" means, collectively, the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-MF1,
REMIC II Regular Interest A-MF2, REMIC II Regular Interest B, REMIC II Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H,
REMIC II Regular Interest J, REMIC II Regular Interest K and REMIC II Regular
Interest L, REMIC II Regular Interest M and REMIC II Regular Interest N.
"REMIC III Certificates" has the meaning set forth in the final paragraph
of the Preliminary Statement hereto.
"REMIC Pool" means each of the three segregated pools of assets designated
as a REMIC pursuant to Section 12.1(a) hereof.
"REMIC Provisions" means the 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 regulations and rulings promulgated thereunder, as the foregoing
may be in effect from time to time and taking account, as appropriate, of any
proposed legislation which, as proposed, would have an effective date prior to
enactment thereof and any proposed regulations.
"REMIC Regular Certificates" means, collectively, the Class A, Class X,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M and Class N Certificates.
"Rent Loss Policy" or "Rent Loss Insurance" means a policy of insurance
generally insuring against loss of income or rent resulting from hazards or acts
of God.
"Rents from Real Property" means with respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:
(i) except as provided in Section 856(d)(4) or (6) of the
Code, any amount received or accrued, directly or
indirectly, with respect to such REO Property, if the
determination of such amount depends in whole or in
part on the income or profits derived by any Person
from such property (unless such amount is a fixed
percentage or percentages of receipts or sales and
otherwise constitutes Rents from Real Property);
(ii) any amount received or accrued, directly or
indirectly, from any Person if the Trust Fund owns
directly or indirectly (including by attribution) a
ten percent or greater interest in such Person
determined in accordance with Sections 856(d)(2)(B)
and (d)(5) of the Code;
(iii) any amount received or accrued, directly or
indirectly, with respect to such REO Property if any
Person Directly Operates such REO Property;
(iv) any amount charged for services that are not
customarily furnished in connection with the rental
of property to tenants in buildings of a similar
class in the same geographic market as such REO
Property within the meaning of Treasury Regulations
Section 1.856-4(b)(1) (whether or not such charges
are separately stated); and
(v) rent attributable to personal property unless such
personal property is leased under, or in connection
with, the lease of such REO Property and, for any
taxable year of the Trust Fund, such rent is no
greater than 15 percent of the total rent received or
accrued under, or in connection with, the lease.
"REO Account" shall have the meaning set forth in Section 8.19(a) hereof.
"REO Disposition" means the receipt by the Master Servicer or the Special
Servicer of Liquidation Proceeds and other payments and recoveries (including
proceeds of a final sale) from the sale or other disposition of REO Property.
"REO Extension" shall have the meaning set forth in Section 8.19(a) hereof.
"REO Income" means, with respect to any REO Property for any Collection
Period, all income received in connection with such REO Property during such
period less any operating expenses, utilities, real estate taxes, management
fees, insurance premiums, expenses for maintenance and repairs and any other
capital expenses directly related to such REO Property paid during such period.
"REO Mortgage Loan" means a Mortgage Loan as to which the related Mortgaged
Property is an REO Property.
"REO Property" means a Mortgaged Property acquired by the Trust through
foreclosure, deed-in-lieu of foreclosure, abandonment or reclamation from
bankruptcy in connection with a Defaulted Mortgage Loan or otherwise treated as
foreclosure property under the REMIC Provisions.
"REO Sale Deadline" shall have the meaning set forth in Section 8.19(a)
hereof.
"REO Status Report" A report substantially containing the content described
in Exhibit G-5 attached hereto, setting forth, among other things, with respect
to each REO Property that was included in the Trust Fund as of the close of
business on the Due Date immediately preceding the preparation of such report,
(i) the acquisition date of such REO Property, (ii) the amount of income
collected with respect to any 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 date of determination (including any prepared internally by the Special
Servicer).
"REO Tax" shall have the meaning set forth in Section 8.20(a)(i) hereof.
"Report Date" means the second Business Day before the related Distribution
Date.
"Request for Release" means a request for release of certain documents
relating to the Mortgage Loans, a form of which is attached hereto as Exhibit C.
"Required Appraisal Loan" means any Mortgage Loan as to which an Appraisal
Event has occurred. A Mortgage Loan will cease to be a Required Appraisal Loan
at such time as it is a Rehabilitated Mortgage Loan.
"Required Insurance Policy" means with respect to any Mortgaged Property,
any insurance policy that is required to be maintained from time to time under
this Agreement in respect of such Mortgaged Property, including each Standard
Hazard Insurance Policy and, if applicable, flood insurance policy.
"Reserve Funds" means, with respect to any Mortgage Loan, any cash amounts
or instruments convertible into cash delivered by the related Mortgagor to be
held in escrow by or on behalf of the Mortgagee representing reserves for
repairs, replacements, capital improvements, environmental testing and
remediation and/or similar type items with respect to the related Mortgaged
Property.
"Residual Certificates" means, with respect to REMIC I, the Class R-I
Certificates, with respect to REMIC II, the Class R-II Certificates and with
respect to REMIC III, the Class R-III Certificates.
"Responsible Officer" means, when used with respect to the initial Trustee,
any officer assigned to the Asset-Backed Securities Trust Services Group with
specific responsibilities for the matters contemplated by this Agreement and
when used with respect to any successor Trustee, any Vice President, Assistant
Vice President, corporate trust officer or any assistant corporate trust
officer.
"Reverse Sequential Order" means sequentially to the Class N, Class M,
Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C,
Class B and Class A Certificates.
"Revised Rate" With respect to the ARD Loans, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.
"RMF" has the meaning assigned in the Preliminary Statement hereto.
"RMF Loans" means, collectively, those Mortgage Loans sold to the Depositor
pursuant to Mortgage Loan Purchase Agreement III and shown on Schedule III
hereto.
"RMF Retained Fee" means for each calendar month, as to each Mortgage Loan
(including Mortgage Loans relating to REO Properties), the portion of the RMF
Retained Fee Rate payable to RMF and applicable to such month (determined in the
same manner as the applicable Mortgage Rate is determined for such Mortgage Loan
for such month) multiplied by the Scheduled Principal Balance of each Mortgage
Loan immediately before the Due Date in such month.
"RMF Retained Fee Rate" means, with respect to each Mortgage Loan
(including any Mortgage Loan relating to an REO Property), the rate per annum
specified as such on the Mortgage Loan Schedule.
"Rule 144A-IAI Global Certificate" means, with respect to any Class of
Certificates offered and sold in reliance on Rule 144A or to certain
institutional "accredited investors" within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the 1933 Act, a single, permanent global
Certificate, in definitive, fully registered form without interest coupons.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest.
"Scheduled Payment" means each scheduled payment of principal of, and
interest on, a Mortgage Loan required to be paid on its Due Date by the
Mortgagor in accordance with the terms of the related Mortgage Note (excluding
all amounts of principal and interest which were due on or before the Cut-Off
Date, whenever received, and taking account of any modifications thereof and the
effects of any Debt Service Reduction Amounts and Deficient Valuation Amounts).
"Scheduled Principal Balance" means, with respect to any Mortgage Loan or
REO Mortgage Loan, for purposes of performing calculations with respect to any
Distribution Date, the Stated Principal Balance thereof.
"Seller" means MSMC, ContiTrade or RMF, as the case may be.
"Senior Certificates" means the Class A and Class X Certificates.
"Servicer Errors and Omissions Insurance Policy" means an errors and
omissions insurance policy maintained by the Master Servicer, the Special
Servicer or the Trustee, as the case may be, in accordance with Section 8.2,
Section 9.2 and Section 7.17, respectively.
"Servicer Fidelity Bond" means a bond or insurance policy under which such
insurer agrees to indemnify the Master Servicer, the Special Servicer or the
Trustee, as the case may be, (subject to standard exclusions) for all losses
(less any deductible) sustained as a result of any theft, embezzlement, fraud or
other dishonest act on the part of the Master Servicer's, Special Servicer's or
the Trustee's as the case may be, directors, officers or employees and is
maintained in accordance with Section 8.2, Section 9.2 and Section 7.17,
respectively.
"Servicer's Mortgage File" means copies of mortgage documents listed in the
definition of Mortgage File relating to a Mortgage Loan in the possession of the
Master Servicer or originals of any of such documents released to the Master
Servicer from time to time pursuant to the terms of this Agreement.
"Servicer's Website" means www.amresco.com.
"Servicing Advance" means any cost or expense of the Master Servicer or
Special Servicer, the Trustee or the Fiscal Agent, as the case may be,
designated as a Servicing Advance pursuant to this Agreement and any other costs
and expenses incurred by the Master Servicer, the Trustee or the Fiscal Agent,
as the case may be, to protect and preserve the security for such Mortgage Loan.
"Servicing Fee" means for each calendar month, as to each Mortgage Loan
(including Mortgage Loans relating to REO Properties), an amount equal to the
portion of the Servicing Fee Rate applicable to such month (determined in the
same manner as the applicable Mortgage Rate is determined for such Mortgage Loan
for such month) multiplied by the Scheduled Principal Balance of such Mortgage
Loan immediately before the Due Date occurring in such month.
"Servicing Fee Rate" means, with respect to each Mortgage Loan (including
any Mortgage Loan relating to an REO Property), the rate per annum specified as
such on the Mortgage Loan Schedule (including any rate for the Master Servicing
Fee, Primary Servicing Fee, RMF Retained Fee and Healthcare Adviser Fee).
"Servicing File" means, collectively as to any Mortgage Loan, any
documents, other than documents required to be part of the related Mortgage
File, in the possession of the Master Servicer or Special Servicer and relating
to the origination and servicing of such Mortgage Loan, including without
limitation a closing binder for such Mortgage Loan and, in each case if and to
the extent available, any appraisal, environmental report, engineering report,
operating statements, rent rolls and copies of major leases.
"Servicing Officer" means any officer or employee of the Master 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 or employees furnished to the Trustee, the Operating Adviser and the
Healthcare Adviser by the Master Servicer and signed by an officer of the Master
Servicer, as such list may from time to time be amended.
"Servicing Standard" means, with respect to the Master Servicer and the
Special Servicer the higher of the following standards of care:
(a) in the same manner in which and with the same care, skill,
prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage
loans for other third-party portfolios, giving due consideration to
customary and usual standards of practice of prudent institutional
commercial mortgage lenders servicing their own mortgage loans and to
the maximization of the net present value of the mortgage loans; or
(b) the care, skill, prudence and diligence the Master Servicer or
the Special Servicer, as the case may be, uses for loans which it owns
and which are substantially the same as the Mortgage Loans, giving due
consideration to the maximization of the net present value of the
mortgage loans;
but without regard to: any relationship that the Master Servicer or Special
Servicer, as the case may be, or any Affiliate thereof may have with the related
Mortgagor, the Depositor, any seller or other servicer of the Mortgage Loans;
the ownership of any Certificate by the Master Servicer or Special Servicer, as
the case may be, or any Affiliate thereof; the ownership of any Junior
Indebtedness by the Master Servicer or Special Servicer or any Affiliate with
respect to the Mortgaged Property securing any Mortgage Loan; the servicing of
the Mortgage Loans that are not Specially Serviced Mortgage Loans by the Master
Servicer; the Master Servicer's obligation to make Advances, the Special
Servicer's obligation to make (or to direct the Master Servicer to make)
Servicing Advances, the right of the Master Servicer (or any Affiliate thereof)
or the Special Servicer (or any Affiliate thereof), as the case may be, to
receive reimbursement of costs, or the sufficiency of any compensation payable
to it, hereunder or with respect to any particular transaction, the ownership,
servicing or management for others of any other mortgage loans or mortgaged
property; and any obligation of the Master Servicer or the Special Servicer, as
the case may be (as a Seller or an Affiliate of a Seller of the Mortgage Loans),
to pay any indemnity with respect to, or repurchase, any Mortgage Loan as
specified herein.
"Servicing Transfer Event" means the occurrence of any of the following
events: (i) any Mortgage Loan as to which a Balloon Payment is past due, and the
Master Servicer has determined, in its good faith reasonable judgment, that
payment is unlikely to be made on or before the 60th day succeeding the date the
Balloon Payment was due, or any other payment is more than 60 days past due or
has not been made on or before the second Due Date following the due date such
payment was due; (ii) any Mortgage Loan as to which, to the Master Servicer's
knowledge, the Borrower has consented to the appointment of a receiver or
conservator in any insolvency or similar proceeding of, or relating to, such
Borrower or to all or substantially all of its property, or the Borrower has
become the subject of a decree or order issued under a bankruptcy, insolvency or
similar law and such decree or order shall have remained undischarged or
unstayed for a period of 60 days; (iii) any Mortgage Loan as to which the Master
Servicer shall have received notice of the foreclosure or proposed foreclosure
of any other lien on the Mortgaged Property; (iv) any Mortgage Loan as to which
the Master Servicer has knowledge of a default (other than a failure by the
related Borrower to pay principal or interest) which in the judgment of the
Master Servicer materially and adversely affects the interests of the
Certificateholders and which has occurred and remains unremedied for the
applicable grace period specified in such Mortgage Loan (or, if no grace period
is specified, 60 days); (v) any Mortgage Loan as to which the Borrower admits in
writing its inability to pay its debts generally as they become due, files a
petition to take advantage of any applicable insolvency or reorganization
statute, makes an assignment for the benefit of its creditors or voluntarily
suspends payment of its obligations; (vi)(A) in the case of a Healthcare Loan in
which the related Healthcare Property is a nursing facility (1) the license or
certificate of need to operate the related Mortgaged Property as a Healthcare
Property, (2) the certification of the related Healthcare Property to
participate as a nursing home provider in Medicare or Medicaid (and their
successor programs), or (3) the right to admit residents and/or receive payments
under Medicare or Medicaid (and their successor programs) has been terminated,
revoked, surrendered or suspended; (B) in the case of a Healthcare Loan in which
the related Healthcare Property is an assisted living facility, the right to
admit residents or the license to operate as an assisted living facility has
been terminated, revoked, surrendered or suspended; (C) in the case of any
Healthcare Loan, the related Healthcare Property has been cited for a material
deficiency for which its license or certificate can be revoked and which is not
cured within the earlier of the time permitted by the applicable regulatory
authority or 180 days; or (D) in the case of any Healthcare Loan, more than 10%
of the licensed beds of the related Healthcare Property becomes unavailable for
use either (1) through a taking by condemnation or eminent domain, or (2)
through a casualty loss; provided, however, that the Master Servicer has
determined that as a result of (1) or (2) above the related Mortgagor's ability
to pay the debt service on such Healthcare Loan has been impaired and (vii) any
Mortgage Loan as to which, in the good faith reasonable judgment of the Master
Servicer, a default has occurred or in the judgment of the Master Servicer is
imminent or is likely to occur within 60 days.
"Special Servicer" means Lennar Partners, Inc., a Florida corporation, or
any successor Special Servicer as herein provided.
"Special Servicer Compensation" means, with respect to any applicable
period, the Special Servicing Fees, Workout Fees and the Liquidation Fees.
"Special Servicer Monthly Reports" mean the reports substantially in the
form of Exhibit P attached hereto.
"Special Servicer Remittance Date" means the Business Day preceding each
Determination Date.
"Special Servicing Fee" means, for each calendar month, as to each Mortgage
Loan which is a Specially Serviced Mortgage Loan, the fraction or portion of the
Special Servicing Fee Rate applicable to such month (determined using the same
interest accrual methodology that is applied with respect to the Mortgage Rate
for such Mortgage Loan for such month) multiplied by the Scheduled Principal
Balance of such Specially Serviced Mortgage Loan immediately before the Due Date
occurring in such month.
"Special Servicing Fee Rate" means 0.25% per annum.
"Special Servicing Officer" means any officer or employee of the Special
Servicer involved in, or responsible for, the administration and servicing of
the Specially Serviced Mortgage Loans whose name and specimen signature appear
on a list of servicing officers or employees furnished to the Trustee and the
Master Servicer by the Special Servicer signed by an officer of the Special
Servicer, as such list may from time to time be amended.
"Specially Serviced Asset Report" means the report prepared by the Special
Servicer substantially with the information set forth in Exhibit O attached
hereto.
"Specially Serviced Mortgage Loan" means, as of any date of determination,
any Mortgage Loan with respect to which the Master Servicer has notified the
Special Servicer and the Trustee that a Servicing Transfer Event has occurred
(which notice shall be effective upon receipt) and the Special Servicer has
received all information, documents and records relating to such Mortgage Loan
as reasonably requested by the Special Servicer to enable it to assume its
duties with respect to such Mortgage Loan. A Specially Serviced Mortgage Loan
shall cease to be a Specially Serviced Mortgage Loan from and after the date on
which the Special Servicer notifies the Master Servicer and the Trustee, in
accordance with Section 8.1(b), that such Mortgage Loan has become a
Rehabilitated Mortgage Loan with respect to such Servicing Transfer Event,
unless and until the Master Servicer notifies the Special Servicer and the
Trustee, in accordance with Section 8.1(b) that another Servicing Transfer Event
with respect to such Mortgage Loan exists or occurs.
"Standard Hazard Insurance Policy" means a fire and casualty extended
coverage insurance policy in such amount and with such coverage as required by
this Agreement.
"Start-Up Day" shall have the meaning set forth in Section 12.1(b).
"Stated Principal Balance" means, as of any date of determination, with
respect to any Mortgage Loan (including without limitation any REO Mortgage
Loan), an amount equal to (a) the unpaid principal balance of such Mortgage Loan
as of the Cut-off Date (or, in the case of a Qualifying Substitute Mortgage
Loan, as of the related date of substitution), after application of all payments
due on or before such date, whether or not received, reduced on a cumulative
basis on each subsequent Distribution Date (to not less than zero) by (b) the
sum of (i) all payments (or P&I Advances in lieu thereof) of, and all other
collections allocated as provided in Section 1.2 and 1.3 to, principal of or
with respect to such Mortgage Loan that are (or, if they had not been applied to
cover any Additional Trust Expense, 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 during the related
Collection Period, provided that, notwithstanding the foregoing, if a
Liquidation Event occurs in respect of such Mortgage Loan (or any related REO
Property), then the "Stated Principal Balance" of such Mortgage Loan shall be
zero commencing as of the Distribution Date in the Collection Period next
following the Collection Period in which such Liquidation Event occurred.
"Sub-Servicer" shall have the meaning set forth in Section 8.4.
"Sub-Servicing Agreement" means the written contract between the Master
Servicer or the Special Servicer and any subservicer relating to servicing and
administration of Mortgage Loans as provided in Section 8.4.
"Subordinate Certificates" means, collectively, the Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and
Class N Certificates.
"Tax Matters Person" means the person designated as the "tax matters
person" of the REMIC Pool pursuant to Treasury Regulations Section 1.860F-4(d)
and Treasury Regulations Section 301.6231(a)(7)-1.
"Termination Price" shall have the meaning set forth in Section 10.1(b)
herein.
"Title Insurance Policy" means a title insurance policy maintained with
respect to a Mortgage Loan issued on the date of origination of the related
Mortgage Loan.
"Transfer" means any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit and Agreement" has the meaning set forth in Section
3.3(e)(ii)(B).
"Transferee" means any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor" means any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Trust" means the trust created pursuant to this Agreement, the assets
which consist of all the assets of REMIC I (including the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Account, the Insurance Policies, any REO Properties and other items
referred to in Section 2.1(b) hereof), REMIC II, REMIC III, all Excess Interest
and all amounts on deposit in the Excess Interest Distribution Account.
"Trust Fund" means, collectively, all of the assets of the Trust.
"Trustee" means LaSalle National Bank, a national banking association, in
its capacity as trustee of the Trust, or its successor in interest, or if any
successor trustee or any co-trustee shall be appointed as herein provided, then
Trustee shall also mean such successor trustee (subject to Section 7.7 hereof)
and such co-trustee (subject to Section 7.9 hereof), as the case may be.
"Trustee Fee" means for each calendar month, as to each Mortgage Loan
(including Mortgage Loans relating to REO Properties), an amount equal to the
portion of the Trustee Fee Rate applicable to such month (determined using the
same interest accrual methodology that is applied with respect to the Mortgage
Rate for such Mortgage Loan for such month) multiplied by the Scheduled
Principal Balance of each Mortgage Loan immediately before the Due Date
occurring in such month.
"Trustee Fee Rate" means 0.003% per annum.
"Trustee Mortgage File" means the mortgage documents listed in the
definition of Mortgage File hereof pertaining to a particular Mortgage Loan and
any additional documents required to be added to the Mortgage File pursuant to
this Agreement; provided that whenever the term "Trustee Mortgage File" is used
to refer to documents actually received by the Trustee or a Custodian on its
behalf, such terms shall not be deemed to include such documents required to be
included therein unless they are actually so received.
"Trustee's Website" has the meaning set forth in Section 5.4(a).
"Underwriter" means each of Morgan Stanley & Co. Incorporated and Deutsche
Bank Securities Inc. or their respective successors in interest.
"Uninsured Cause" means any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 8.5.
"Unpaid Interest" means, on any Distribution Date with respect to any Class
of Interests or Certificates (other than the Residual Certificates and the Class
Q Certificates), the portion of Distributable Certificate Interest for such
Class remaining unpaid as of the close of business on the preceding Distribution
Date, plus one month's interest thereon at the applicable Pass-Through Rate.
"Unscheduled Payments of Principal" means Principal Prepayments, the
principal portion of Liquidation Proceeds, Insurance Proceeds and condemnation
awards, and any other unscheduled recoveries of principal.
"USAP" shall have the meaning set forth in Section 8.13.
"U.S. Person" means a citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
Regulations), or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights" means the voting rights to which the Certificateholders are
entitled hereunder. At all times during the term of this Agreement, 97% of the
Voting Rights shall be allocated among the Holders of the various outstanding
Classes of Principal Balance Certificates in proportion to the respective Class
Principal Balances of their Certificates, 2% of the Voting Rights shall be
allocated to the Holders of the Interest Only Certificates, and the remaining
Voting Rights shall be allocated equally among the Holders of the respective
Classes of the Residual Certificates. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.
"Watch List" means a report substantially containing the content described
in Exhibit G-6 attached hereto, setting forth, among other things, any Mortgage
Loan that is in jeopardy of becoming a Specially Serviced Mortgage Loan.
"Weighted Average REMIC I Net Mortgage Rate" means, with respect to any
Distribution Date, the weighted average of the REMIC I Net Mortgage Rates for
the REMIC I Regular Interests, weighted on the basis of their respective
Certificate Balances as of the close of business on the preceding Distribution
Date.
"Withheld Amounts" shall have the meaning set forth in Section 8.38.
"Workout Fee" means, with respect to each Rehabilitated Mortgage Loan, the
fee designated as such and payable to the Special Servicer pursuant to Section
8.10(b).
"Workout Fee Rate" means, with respect to each Rehabilitated Mortgage Loan
as to which a Workout Fee is payable, 0.50% per annum.
"Yield Maintenance Payment" means with respect to any Mortgage Loan, the
yield maintenance payment set forth in the related Mortgage Loan.
Section 1.2 Calculations Respecting Mortgage Loans. Calculations required
to be made by the Trustee or the Paying Agent pursuant to this Agreement with
respect to any Mortgage Loan shall be made based upon current information as to
the terms of the Mortgage Loans and reports of payments received from the Master
Servicer on such Mortgage Loans and payments to be made to the Trustee (or the
Paying Agent) as supplied to the Trustee (or the Paying Agent) by the Master
Servicer. Neither the Trustee nor the Paying Agent shall be required to
recompute, verify or recalculate the information supplied to it by the Master
Servicer and may conclusively rely upon such information in making such
calculations. If, however, a Responsible Officer of the Trustee has actual
knowledge of an error in the calculations, the Trustee shall inform the Master
Servicer of such error.
Section 1.3 Calculations Respecting Accrued Interest. Accrued interest on
any Certificate shall be calculated based upon a 360-day year consisting of
twelve 30-day months; provided, that interest on the Notional Amount of the
Class X Certificates shall accrue at an annualized rate on the basis of a
360-day year consisting of 30-day months at which rate interest would have to
accrue in order to produce the aggregate amount of interest which would actually
accrue on such Notional Amount for any given Interest Accrual Period.
Pass-Through Rates shall be carried out to eight decimal places, rounded if
necessary. All dollar amounts calculated hereunder shall be rounded to the
nearest penny.
Section 1.4 Interpretation.
(a) Whenever the Agreement refers to a Distribution Date and a "related"
Collection Period, Interest Accrual Period, Record Date, Due Date, Report Date,
Monthly Certificateholder Report, Special Servicer Remittance Date, Master
Servicer Remittance Date or Determination Date, such reference shall be to the
Collection Period, Interest Accrual Period, Record Date, Due Date, Report Date,
Special Servicer Remittance Date, Master Servicer Remittance Date or
Determination Date, as applicable, immediately preceding such Distribution Date.
(b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1 shall have the respective meanings given to them under generally accepted
accounting principles or regulatory accounting principles, as applicable.
(c) The words "hereof," "herein" and "hereunder," and words of similar
import, when used in this Agreement, shall refer to this agreement as a whole
and not to any particular provision of this Agreement, and references to
Sections, Schedules and Exhibits contained in this Agreement are references to
Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified.
(d) Whenever a term is defined herein, the definition ascribed to such term
shall be equally applicable to both the singular and plural forms of such term
and to masculine, feminine and neuter genders of such term.
(e) This Agreement is the result of arm's-length negotiations between the
parties and has been reviewed by each party hereto and its counsel. Each party
agrees that any ambiguity in this Agreement shall not be interpreted against the
party drafting the particular clause which is in question.
Section 1.5 ARD Loans. Notwithstanding any provision of this Agreement to
the contrary, all terms and provisions of this Agreement, to the extent they
relate to the Mortgage Loans identified on the Mortgage Loan Schedule as having
a Revised Rate (each, an "ARD Loan") shall be construed in accordance with the
following provisions:
(a) For each ARD Loan, the additional interest (the "Excess Interest")
accruing as a result of the step-up in the Mortgage Rate upon failure of the
related Borrower to pay the principal on the Anticipated Repayment Date as
specifically provided for in the related Mortgage Note shall not be taken into
account for purposes of the definitions of "Appraisal Reduction Amount,"
"Assumed Scheduled Payment," "Mortgage Rate," "Monthly Payment," "Purchase
Price" and "Realized Loss."
(b) Excess Interest shall constitute an asset of the Trust.
(c) Neither the Master Servicer nor the Special Servicer shall take any
enforcement action with respect to the payment of Excess Interest unless the
taking of such action is consistent with the Servicing Standard and all other
amounts due under such Mortgage Loan have been paid, and, in the good faith and
reasonable judgment of the Master Servicer and the Special Servicer, as the case
may be, the liquidation proceeds expected to be recovered in connection with
such enforcement action will cover the anticipated costs of such enforcement
action and, if applicable, any associated Advance Interest thereon.
(d) Liquidation Fees shall not be earned on Excess Interest.
(e) With respect to such ARD Mortgage Loan after its Anticipated Repayment
Date, the Master Servicer or the Special Servicer, as the case may be, shall be
permitted, in its discretion, to waive in accordance with Section 8.18 and
Section 9.5 hereof all or any accrued Excess Interest if, prior to the related
maturity date, the related Mortgagor has requested the right to prepay the
Mortgage Loan in full together with all payments required by the Mortgage Loan
in connection with such prepayment except for all or a portion of accrued Excess
Interest, provided that the Master Servicer's or the Special Servicer's
determination to waive the right to such accrued Excess Interest is in
accordance with the Servicing Standard and with Section 8.18 and Section 9.5
hereof; and provided, further, that any such waiver shall be effective only upon
tender by the related Borrower of all such other payments due on the Mortgage
Loan. The Master Servicer or the Special Servicer, as the case may be, will have
no liability to the Trust, the Certificateholders or any other person so long as
such determination is based on such criteria.
ARTICLE II
DECLARATION OF TRUST;
ISSUANCES OF CERTIFICATES
Section 2.1 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee, 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 identified on the Mortgage Loan Schedule, (ii)
the Depositor's rights under each Mortgage Loan Purchase Agreement that are
permitted to be assigned pursuant to Sections 14 or 15 thereof as applicable,
(iii) the Initial Deposit and (iv) all other assets included or to be included
in REMIC I for the benefit of REMIC II and REMIC III. 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 is
intended by the parties to constitute a sale. In connection with the initial
sale of the Certificates by the Depositor, the purchase price to be paid
includes a portion attributable to interest accruing on the Certificates from
the Cut-Off Date.
(b) In connection with the Depositor's assignment pursuant to Section
2.1(a) above, the Depositor shall direct, and hereby represents and warrants
that it has directed, each Seller pursuant to the applicable 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 on or before
the Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed
to the Trustee as specified in clause (i) of the definition of "Mortgage File"
and shall direct the Seller or cause the Trustee to deliver a copy of such
document to the Master Servicer. The Depositor hereby represents that each
Seller is required, pursuant to the applicable Mortgage Loan Purchase Agreement,
to deliver to the Trustee the remaining documents constituting the Mortgage File
for each Mortgage Loan within 30 days following the Closing Date, and Depositor
shall direct the Seller or cause the Trustee to deliver copies of such documents
to the Master Servicer. None of the Trustee, any Custodian, the Master Servicer
or the Special Servicer shall be liable for any failure by any Seller or the
Depositor to comply with the document delivery requirements of the Mortgage Loan
Purchase Agreements and this Section 2.1(b).
(c) The Trustee, with respect to the ContiTrade Loans and the MSMC Loans,
and RMF, with respect to the RMF Loans, shall, at the expense of the applicable
Seller of the related Mortgage Loan, as to each Mortgage Loan, promptly (and in
any event within 45 days following the receipt thereof) cause to be submitted
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 to the Trustee referred to in clauses (iv), (vi) and (ix) of the
definition of "Mortgage File". Each such assignment shall reflect that it should
be returned by the public recording office to the Trustee following recording or
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 or RMF, as applicable, shall obtain therefrom at the expense
of the related Seller a certified copy of the recorded original. RMF shall
forward such certified copy to the Trustee. The Trustee or RMF, as applicable,
shall forward copies thereof to the Master Servicer and the Special Servicer. 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 or RMF, as applicable,
shall direct each Seller pursuant to the applicable 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 or RMF, as
applicable, shall upon receipt thereof cause the same to be duly recorded or
filed, as appropriate.
(d) All relevant servicing documents and records in the possession of the
Depositor or the Sellers 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 shall be delivered to the Master Servicer on or before the Closing Date
and shall be held by or on behalf of the Master Servicer on behalf of the
Trustee in trust for the benefit of the Certificateholders. The Depositor shall
deliver or cause the related Seller to deliver to the Special Servicer a copy of
each Mortgage File to the extent that (i) such copy has not previously been
delivered to the Special Servicer and (ii) the Special Servicer requests (in
writing) such copy within 180 days following the Closing Date. The Depositor
shall deliver or cause the related Seller to deliver such copy within a
reasonable period following such request by the Special Servicer.
(e) In connection with the Depositor's assignment pursuant to Section
2.1(a) above, the Depositor shall deliver to the Trustee on or before the
Closing Date a copy of a fully executed counterpart of each Mortgage Loan
Purchase Agreement, as in full force and effect on the Closing Date, which
Mortgage Loan Purchase Agreements shall contain the representations and
warranties made by the Sellers with respect to each related Mortgage Loan as of
the Closing Date as are set forth on Exhibits R-1, R-2 and R-3 hereto.
(f) Concurrently herewith, the Depositor has acquired the ContiTrade Loans
from ContiTrade, the MSMC Loans from MSMC and the RMF Loans from RMF. The
Depositor will deliver the original Mortgage Notes (or lost note affidavits with
copies of the related Mortgage Notes, as described in the definition of Mortgage
File) relating to the ContiTrade Loans to the Trustee (with copies to the Master
Servicer), with the Trustee, on behalf of the Certificateholders, inserted in
the endorsement in blank executed by ContiTrade, to effect the transfer to the
Trustee of such Mortgage Notes and all related deeds of trust, mortgages and
other loan documents. The Depositor will deliver the original Mortgage Notes
relating to the MSMC Loans to the Trustee (with copies to the Master Servicer),
with the Trustee, on behalf of the Certificateholders, inserted in the
endorsement in blank executed by MSMC, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes relating to
the RMF Loans to the Trustee (with copies to the Master Servicer), with the
Trustee, on behalf of the Certificateholders, inserted in the endorsement in
blank executed by RMF, to effect the transfer to the Trustee of such Mortgage
Notes and all related deeds of trust, mortgages and other loan documents. To
avoid the unnecessary expense and administrative inconvenience associated with
the execution and recording of multiple assignment documents, ContiTrade, MSMC
and RMF, as applicable, are required under the Mortgage Loan Purchase Agreements
to deliver Assignments of Mortgages and assignments of UCC financing statements
naming the Trustee, on behalf of the Certificateholders, as assignee.
Notwithstanding the fact that the assignments shall name the Trustee, on behalf
of the Certificateholders, as the assignee, the parties hereto acknowledge and
agree that for all purposes the ContiTrade Loans shall be deemed to have been
transferred from ContiTrade to the Depositor, the MSMC Loans shall be deemed to
have been transferred from MSMC to the Depositor, the RMF Loans shall be deemed
to have been transferred from RMF to the Depositor and all Mortgage Loans shall
be deemed to have been transferred from the Depositor to the Trustee on behalf
of the Certificateholders.
Section 2.2 Acceptance by Trustee. The Trustee will hold (i) the documents
constituting a part of the Mortgage Files delivered to it, (ii) the REMIC I
Regular Interests and (iii) the REMIC II Regular Interests, in each case, in
trust for the use and benefit of all present and future Certificateholders.
Upon execution and delivery of this Agreement in respect of the Initial
Certification, and within 75 days after the execution and delivery of this
Agreement in respect of the Final Certification, the Trustee shall examine the
Mortgage Files in its possession, and shall deliver to the Depositor, the Master
Servicer, the Special Servicer and the Sellers, a certification (the "Initial
Certification" and the "Final Certification," respectively, in the respective
forms set forth as Exhibit B-1 and Exhibit B-2 hereto) (i) in the case of the
Initial Certification, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in the schedule of exceptions to Mortgage
File delivery attached thereto, to the effect that: (A) all documents specified
in clause (i) of the definition of "Mortgage File" are in its possession, (B)
such documents have been reviewed by it and have not been materially mutilated,
damaged, defaced, torn or otherwise physically altered, and such documents
relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as
provided in clause (i) of the definition of Mortgage File, and (ii) in the case
of the Final Certification, as to each Mortgage Loan listed in the Mortgage Loan
Schedule, except as may be specified in the schedule of exceptions to Mortgage
File delivery attached thereto, to the effect that: (A) all documents required
to be included in the Mortgage File (Sellers will supply a list of any document
described in clauses (iii), (v), (vi), (vii), (ix), (x), (xi) and (xii) of the
definition of "Mortgage File"), and to the extent known by a Responsible Officer
of the Trustee to be required pursuant to this Agreement are in its possession,
(B) such documents have been reviewed by it and have not been materially
mutilated, damaged, defaced, torn or otherwise physically altered, and such
documents relate to such Mortgage Loan, (C) based on its examination and only as
to the foregoing documents, the street address of the Mortgaged Property and the
name of the Borrower set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in
the Mortgage File, and (D) each Mortgage Note has been endorsed and each
Assignment of Mortgage has been delivered as provided in clause (i) and clause
(iv), respectively, of the definition of Mortgage File. The Trustee shall
deliver to the Master Servicer, the Special Servicer and each Seller (as to its
respective Mortgage Loans only), a copy of such Final Certification. Within 360
days after the Cut-Off Date, the Trustee shall provide a confirmation of receipt
of recorded Assignments of Mortgage to the Master Servicer, the Special Servicer
and each Seller, and if any recorded Assignment of Mortgage has not been
received by the Trustee by such time, the Trustee shall provide information in
such confirmation on the status of missing assignments. In giving the
certifications required above, the Trustee shall be under no obligation or duty
to inspect, review or examine any such documents, instruments, securities or
other papers to determine whether they or the signatures thereon are valid,
legal, genuine, enforceable, in recordable form or appropriate for their
represented purposes, or that they are other than what they purport to be on
their face, or to determine whether any Mortgage File should include any
assumption agreement, modification agreement, consolidation agreement, extension
agreement, Assignment of Lease, ground lease, UCC financing statement, guaranty,
written assurance or substitution agreement.
If, in the course of such review, the Trustee finds any document
constituting a part of a Trustee Mortgage File which does not meet the
requirements of clauses (A) through (D) in the preceding paragraph, the Trustee
shall promptly notify the applicable Seller, the Master Servicer, the Special
Servicer, and the Depositor in writing and the Trustee shall, and the Master
Servicer and the Special Servicer may, request such Seller to correct or cure
such defect in the manner and within the period or periods set forth in the
applicable Mortgage Loan Purchase Agreement and absent such correction or cure,
and, in the case of a defect which results from a failure to meet one or more
requirements of clauses (A) through (C) in the preceding paragraph, such defect
materially and adversely affects the value of the related Mortgage Loan or the
interest of the Trustee in the related Mortgage Loan (in the good faith judgment
of the Master Servicer or the Trustee), or in any event in the case of a defect
under (D), the Trustee shall, and the Master Servicer and the Special Servicer
may, request the applicable Seller, at such Seller's election, to, and such
Seller shall be required promptly upon such request, either (i) substitute for
the related Mortgage Loan, without recourse, a Qualifying Substitute Mortgage
Loan or Loans, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.3; or (ii) purchase such
Mortgage Loan from the Trust at the Purchase Price therefor in accordance with
the related Mortgage Loan Purchase Agreement. The Purchase Price for any such
Mortgage Loan shall be paid to the Master Servicer and deposited by the Master
Servicer in the Certificate Account. Upon receipt by the Trustee of written
notification of deposit of the Purchase Price or other amount required of the
applicable Seller, signed by a Servicing Officer of the Master Servicer (which
notification shall include a statement as to the accuracy of the calculation of
the Purchase Price or other required deposit), the Trustee shall release the
related Trustee Mortgage File to the applicable Seller and the Trustee and the
Depositor shall execute and deliver such instruments of transfer or assignment
in the forms presented to it, in each case without recourse, representation or
warranty as shall be necessary to vest in such Seller, or its designee, title
(to the extent that such title was transferred to the Depositor or the Trustee)
to any Mortgage Loan released pursuant hereto.
The Trustee or its authorized agents shall retain possession and custody of
each Trustee Mortgage File in accordance with and subject to the terms and
conditions set forth herein.
Section 2.3 Sellers' 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 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 relating to the
Mortgage Loans set forth in the related Mortgage Loan Purchase Agreement (a
"Breach"), such party shall give prompt written notice to the other parties
hereto and to each Rating Agency. Promptly upon becoming aware of any such
Document Defect or Breach, and in either case provided that such Document Defect
or Breach materially and adversely affects the interests of the Holders of the
Certificates, the Trustee shall, and the Master Servicer and the Special
Servicer may, request that the related Seller, not later than the end of the
90-day period immediately following the earlier of the discovery by the Seller
or receipt by the Seller of notice of such Document Defect or Breach, as the
case may be; provided that if such Document Defect or Breach, as the case may
be, cannot be corrected or cured in all material respects within such 90-day
period, but it is reasonably likely that such Document Defect or Breach, as the
case may be, could be corrected or cured within 135 days of the earlier of
discovery by the Seller and receipt by the Seller of notice of such Document
Defect or Breach, as the case may be, and the Seller is diligently attempting to
effect such correction or cure, then, other than in the case of a Document
Defect or Breach which would cause the Mortgage Loan not to be a Qualified
Mortgage, the applicable cure period shall, with the consent of the Master
Servicer or the Special Servicer or its assignee (which consent shall not be
unreasonably withheld), be extended for an additional 45 days; provided, that
the Master Servicer or the Special Servicer may decide, in their sole
discretion, to extend the cure period for a second additional 45 day period to
cure such Document Defect or Breach, as the case may be, in all material
respects or repurchase the affected Mortgage Loan at the applicable Purchase
Price in accordance with the related Mortgage Loan Purchase Agreement; provided,
however, that the related Seller will be permitted to deliver a Qualifying
Substitute Mortgage Loan within such initial 90 day period and subject to the
prior written consent of the Operating Adviser, which consent shall not be
unreasonably withheld; and provided, further, that the Seller may substitute for
such Mortgage Loan only until two years after the start-up day for the REMICs.
As to any Qualifying Substitute Mortgage Loan or Loans, the Trustee shall
require the related Seller to deliver to the Trustee for such Qualifying
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the related
assignment of the Mortgage, and such other documents and agreements as are
required by Section 2.1, with the Mortgage Note endorsed as required by Section
2.1. No substitution may be made in any calendar month after the Determination
Date for such month. Monthly payments due with respect to Qualifying Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust and
will be retained by Master Servicer and remitted by the Master Servicer to the
related Seller on the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the Scheduled
Payment due on the related Deleted Mortgage Loan for such month and thereafter
the related Seller shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan.
The Trustee shall amend or cause to be amended the Mortgage Loan Schedule
to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualifying Substitute Mortgage Loan or Loans and upon such amendment the Trustee
shall deliver or cause to be delivered such amended Mortgage Loan Schedule to
the Master Servicer and the Special Servicer. Upon such substitution, the
Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement in all respects. Upon receipt of the Trustee Mortgage File
pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall
release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the
related Seller, and the Trustee (and the Depositor, if necessary) shall execute
and deliver such instruments of transfer or assignment in the form presented to
it, in each case without recourse, representation or warranty, as shall be
necessary to vest title (to the extent that such title was transferred to the
Trustee or the Depositor) in the related Seller or its designee to any Deleted
Mortgage Loan substituted for pursuant to this Section 2.3.
In any month in which the related Seller substitutes one or more Qualifying
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the amount (if any) by which the aggregate principal
balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate principal balance of all such Deleted
Mortgage Loans (in each case after application of scheduled principal portion of
the monthly payments received in the month of substitution). The Depositor shall
cause the related Seller to deposit the amount of such shortage into the
Certificate Account in the month of substitution, without any reimbursement
thereof. In addition, the Depositor shall cause the related Seller to deposit
into the Certificate Account, together with such shortage, if any, an amount
equal to interest on the Deleted Mortgage Loans at a rate equal to the sum of
the applicable Mortgage Rate from the Due Date as to which interest was last
paid up to the Due Date next succeeding such substitution together with the
amount of unreimbursed Servicing Advances, amounts required to be paid to the
Special Servicer but remaining unpaid or unreimbursed, and interest on
unreimbursed Advances with respect to such Deleted Mortgage Loans at the Advance
Rate. The Depositor shall cause the related Seller, in the case of the Mortgage
Loans, to give notice in writing (accompanied by an Officer's Certificate as to
the calculation of such shortage) to the Trustee and the Master Servicer of such
event which notice shall be accompanied by an Officers' Certificate as to the
calculation of such shortfall.
If the affected Mortgage Loan is to be repurchased, the Master Servicer
shall designate the Certificate Account as the account to which funds in the
amount of the Purchase Price are to be wired. Any such purchase of a Mortgage
Loan shall be on a whole loan, servicing released basis. Notwithstanding the
foregoing, the delivery of a commitment to issue a Title Insurance Policy in
lieu of the delivery of the actual Title Insurance Policy shall not be
considered a Document Defect with respect to any Mortgage File if such actual
Title Insurance Policy 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 or substitution for a Mortgage
Loan contemplated by this Section 2.3, the Trustee, the Master Servicer and the
Special Servicer shall each tender to the related Seller, upon delivery to each
of them of a receipt executed by such 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 related 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 documents were
previously assigned to the Trustee, but in any event, without recourse,
representation or warranty; 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 2.3, and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so.
The Master Servicer shall indemnify the Trustee for all costs, liabilities and
expenses (including attorneys' fees) incurred by the Trustee in connection with
any negligent or intentional misuse of any such powers of attorney by the Master
Servicer.
(c) The Mortgage Loan Purchase Agreements provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach. The parties
hereunder understand that (i) ContiTrade, as Seller under the Mortgage Loan
Purchase Agreement I, will be providing the remedies with respect to the
ContiTrade Loans, (ii) MSMC (or to the extent set forth in the Mortgage Loan
Purchase Agreement II, General American Life Insurance Company ("GAL")) will be
providing the remedies with respect to the MSMC Loans under the Mortgage Loan
Purchase Agreement II and (iii) RMF will be providing the remedies with respect
to the RMF Loans under the Mortgage Loan Purchase Agreement III. Notwithstanding
any provision herein to the contrary, to the extent that, with respect to any
Mortgage Loan, any rights or remedies in favor of MSMC under the agreement
between MSMC and GAL that is described in the Mortgage Loan Purchase Agreement
II were assigned by MSMC to the Depositor under the Mortgage Loan Purchase
Agreement II, references in Section 2.3(a) and Section 2.3(b) to "Seller" shall
be deemed, as to such Mortgage Loan, to be references to GAL (except that such
references to "Seller" shall refer to MSMC to the extent (and only to such
extent) that any amounts that MSMC would otherwise be required to pay under
Section 2.3(a) exceed any amounts required to be paid by GAL under such
agreement between MSMC and GAL).
Section 2.4 Representations and Warranties. The Depositor hereby represents
and warrants to the Master Servicer, the Special Servicer, and the Trustee (in
its capacity as Trustee of the Trust) as of the Closing Date that:
(a) The Depositor is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence and has full
corporate power and authority to own its property, to carry on its business as
presently conducted, to enter into and perform its obligations under this
Agreement, and to create the trust pursuant hereto;
(b) The execution and delivery by the Depositor of this Agreement have been
duly authorized by all necessary corporate action on the part of the Depositor;
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under, (i)
any of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on the Depositor or its properties; (ii) the certificate
of incorporation or bylaws of the Depositor; or (iii) the terms of any indenture
or other agreement or instrument to which the Depositor is a party or by which
it is bound; neither the Depositor nor any of its Affiliates is a party to,
bound by, or in breach of or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or to the best
knowledge of the Depositor may in the future materially and adversely affect (i)
the ability of the Depositor to perform its obligations under this Agreement or
(ii) the business, operations, financial condition, properties or assets of the
Depositor;
(c) The execution, delivery and performance by the Depositor of this
Agreement and the consummation of the transactions contemplated hereby do not
require the consent or approval of, the giving of notice to, the registration
with, or the taking of any other action in respect of, any state, federal or
other governmental authority or agency, except such as has been obtained, given,
effected or taken prior to the date hereof;
(d) This Agreement has been duly executed and delivered by the Depositor
and, assuming due authorization, execution and delivery by the Trustee,
constitutes a valid, legal and binding obligation of the Depositor enforceable
against it in accordance with its terms;
(e) There are no actions, suits or proceedings pending or, to the best of
the Depositor's knowledge, threatened or likely to be asserted against or
affecting the Depositor, before or by any court, administrative agency,
arbitrator or governmental body (A) with respect to any of the transactions
contemplated by this Agreement or (B) with respect to any other matter which in
the judgment of the Depositor will be determined adversely to the Depositor and
will, if determined adversely to the Depositor, materially and adversely affect
it or its business, assets, operations or condition, financial or otherwise, or
adversely affect its ability to perform its obligations under this Agreement;
and
(f) Immediately prior to the consummation of the transactions contemplated
in this Agreement, the Depositor had good title to and was the sole owner of
each Mortgage Loan free and clear of any and all adverse claims, charges or
security interests (including liens arising under the federal tax laws or the
Employee Retirement Income Security Act of 1974, as amended).
Section 2.5 Conveyance of Interests. Concurrently with the execution and
delivery of this Agreement, the Depositor does hereby transfer, assign, set
over, deposit with and otherwise convey to the Trustee, without recourse, in
trust, all the right, title and interest of the Depositor in and to (i) the
REMIC I Regular Interests in exchange for the REMIC II Interests and (ii) the
REMIC II Regular Interests in exchange for the REMIC III Certificates.
ARTICLE III
THE CERTIFICATES
Section 3.1 The Certificates.
(a) The Certificates shall be in substantially the forms set forth in
Exhibits A-1 through A-21 hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Agreement or as may in the reasonable judgment of the Trustee or the Depositor
be necessary, appropriate or convenient to comply, or facilitate compliance,
with applicable laws, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which any of the
Certificates may be listed, or as may, consistently herewith, be determined by
the officers executing such Certificates, as evidenced by their execution
thereof.
The Definitive Certificates shall be printed, typewritten, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which any
of the Certificates may be listed, all as determined by the officers executing
such Certificates, as evidenced by their execution thereof.
(b) The Class A Certificates will be issuable in denominations of $5,000
initial Certificate Balance and in any whole dollar denomination in excess
thereof. The Class X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M and Class N Certificates will be
issuable in denominations of $50,000 initial Certificate Balance or initial
Notional Amount (as applicable) or in any whole dollar denomination in excess
thereof. The Class Q, Class R-I, Class R-II and Class R-III Certificates will be
issued in minimum Percentage Interests of 10% and integral multiples of 10% in
excess thereof.
(c) Each Certificate shall, on original issue, be authenticated by the
Trustee or the Authenticating Agent upon the order of the Depositor. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein, executed by an
authorized officer of the Trustee or the Authenticating Agent, if any, by manual
signature, and such certification 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. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates to the
Trustee for authentication and the Trustee or the Authenticating Agent shall
authenticate and deliver such Certificates as in this Agreement provided and not
otherwise. In the event that additional Certificates need to be prepared at any
time subsequent to the Closing Date, the Depositor shall prepare, or cause to be
prepared, and deliver, or cause to be delivered, at the Depositor's expense, any
such additional Certificates. With respect to the Class A, Class X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M and Class N Certificates, on the Closing Date the Trustee or the
Authenticating Agent upon the order of the Depositor shall authenticate
Book-Entry Certificates that are issued to a Clearing Agency or its nominee as
provided in Section 3.7 against payment of the purchase price thereof.
Section 3.2 Registration. The Trustee initially shall be the Certificate
Registrar in respect of the Certificates who shall maintain books for the
registration and for the transfer of Certificates (the "Certificate Register").
The Certificate Registrar may resign or be discharged or removed by the Trustee
or the Certificateholders, and a new successor may be appointed, in accordance
with the procedures and requirements set forth in Sections 7.6 and 7.7 hereof
with respect to the resignation, discharge or removal of the Trustee and the
appointment of a successor Trustee. The Certificate Registrar may appoint, by a
written instrument delivered to the Holders and the Trustee, any trust company
to act as co-registrar under such conditions as the Certificate Registrar may
prescribe; provided that the Certificate Registrar shall not be relieved of any
of its duties or responsibilities hereunder by reason of such appointment.
Section 3.3 Transfer and Exchange of Certificates.
(a) A Certificate may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the offices of the Certificate
Registrar (which shall be located, as of the Closing Date, at the Corporate
Trust Office), duly endorsed or accompanied by a written instrument of transfer
duly executed by such Holder or such Holder's duly authorized attorney in such
form as shall be satisfactory to the Certificate Registrar. Upon the transfer of
any Certificate in accordance with the preceding sentence, and subject to the
restrictions set forth in the other subsections of this Section 3.3, the Trustee
shall execute, and the Trustee or any Authenticating Agent shall authenticate
and deliver to the transferee, one or more new Certificates of the same Class
and evidencing, in the aggregate, the same aggregate initial Certificate
Balance, initial Notional Amount or Percentage Interest, as the case may be, as
the Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
or transfer of Certificates. The Trustee may decline to accept any request for a
registration of transfer of any Certificate during the period beginning five
calendar days prior to any Distribution Date.
(b) A Certificate may be exchanged by the Holder thereof for any number of
new Certificates of the same Class, in authorized denominations, representing in
the aggregate the same initial Certificate Balance, initial Notional Amount or
Percentage Interest, as the case may be, as the Certificate surrendered, upon
surrender of the Certificate to be exchanged at the offices of the Certificate
Registrar duly endorsed or accompanied by a written instrument of exchange duly
executed by such Holder or such Holder's duly authorized attorney in such form
as is satisfactory to the Certificate Registrar. Certificates delivered upon any
such exchange will evidence the same obligations, and will be entitled to the
same rights and privileges, as the Certificates surrendered. No service charge
shall be made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute and the Trustee or the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.
(c) 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 1933 Act and any applicable state securities laws, or is
otherwise made in accordance with the 1933 Act and such state securities laws.
If a transfer of any Non-Registered Certificate held as a Definitive Certificate
is to be made without registration under the 1933 Act (other than in connection
with the initial issuance of the Certificates or a transfer of such
Non-Registered Certificate by the Depositor or one of its 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 D-1 hereto and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached either as Exhibit D-2A
hereto or as Exhibit D-2B hereto; or (ii) an Opinion of Counsel satisfactory to
the Trustee to the effect that such transfer shall be made without registration
under the 1933 Act, 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 (such Opinion of Counsel shall not be an expense of
the Trust or of the Depositor, the Master Servicer, the Special Servicer, the
Trustee or the Certificate Registrar in their respective capacities as such). If
a transfer of any interest in a Non-Registered Certificate that constitutes a
Book-Entry Certificate is to be made without registration under the 1933 Act
(other than in connection with the initial issuance of the Certificates or a
transfer of any interest in such Non-Registered Certificate by the Depositor or
any of its 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 D-3A hereto or as Exhibit D-3B hereto, or (ii) an Opinion of Counsel to
the effect that such transfer may be made without registration under the 1933
Act. None of the Depositor, the Trustee, the Master Servicer or the Certificate
Registrar is obligated to register or qualify any Class of Non-Registered
Certificates under the 1933 Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the transfer of any
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer of Non-Registered Certificates or interests therein shall, and does
hereby agree to, indemnify the Depositor, the Underwriter, the Trustee, the
Fiscal Agent, the Master Servicer, the Special Servicer and the Certificate
Registrar against any liability that may result if the transfer is not exempt
from such registration or qualification or is not made in accordance with such
federal and state laws.
(d) No transfer of a Subordinate or Residual 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, without limitation, insurance
company general accounts, that is subject to ERISA or Section 4975 of 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 "plan assets" of a Plan, unless: (i) in the case of a
Subordinate Certificate that constitutes a Book-Entry Certificate, the purchase
and holding of such Certificate or interest therein qualifies for the exemptive
relief available under Sections I and III of U.S. Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60; or (ii) in the case of a Subordinate
or Residual Certificate held as a Definitive Certificate, the prospective
Transferee provides the Certificate Registrar with a certification of facts and
an Opinion of Counsel which establish to the satisfaction of the Trustee that
such transfer will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or subject
the Depositor, the Trustee, the Fiscal Agent, the Master Servicer or the Special
Servicer to any obligation in addition to those undertaken in this Agreement.
Each Person who acquires any Subordinate or Residual Certificate or interest
therein (unless it shall have acquired such Certificate or interest therein from
the Depositor or an Affiliate thereof or unless it shall have delivered to the
Certificate Registrar the certification of facts and Opinion of Counsel referred
to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar (or, in the case of an interest in a Subordinate
Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that: (i) it
is neither a Plan nor 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 "plan assets" of a Plan; or (ii) that the purchase and holding of
such Certificate or interest therein by such person qualifies for the exemptive
relief available under Sections I and III of PTCE.
(e) (i) Each Person who has or who acquires any Ownership Interest in
a Residual 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)(E) below to deliver
payments to a Person other than such Person.
(ii) The rights of such Person acquiring any Ownership Interest in a
Residual Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Permitted Transferee and shall
promptly notify 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 Certificate, the Trustee shall require delivery
to it, and no Transfer of any Residual Certificate shall be registered
until the Trustee receives, an affidavit and agreement substantially
in the form attached hereto as Exhibit E-1A (a "Transfer Affidavit and
Agreement") from the proposed Transferee, in form and substance
satisfactory to the Trustee, representing and warranting, among other
things, that such Transferee is a Permitted Transferee, that it is not
acquiring its Ownership Interest in the Residual 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 Certificate, it will
endeavor to remain a Permitted Transferee, and that it has reviewed
the provisions of this Section 3.3(e) 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 the
Trustee has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in a
Residual Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring an Ownership Interest in a
Residual 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
Certificate and (2) not to transfer its Ownership Interest in such
Residual Certificate unless it provides to the Trustee a certificate
substantially in the form attached hereto as Exhibit E-1B stating
that, among other things, it has no actual knowledge that such
prospective Transferee is not a Permitted Transferee.
(E) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section
3.3(e) or if any Holder of a Residual Certificate shall lose its
status as a Permitted Transferee, then the last preceding Holder of
such Class Q Residual Certificate that was in compliance with the
provisions of this Section 3.3(e) shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such
Residual Certificate. None of the Trustee, the Master Servicer, the
Special Servicer or the Certificate Registrar shall be under any
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section 3.3(e) 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.
(iii) The Trustee shall make available to the Internal Revenue Service
and those Persons specified by the REMIC Provisions, all information necessary
to compute any tax imposed as a result of the Transfer of an Ownership Interest
in a Residual 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 Certificate. The Person holding such Ownership Interest shall be
responsible for the reasonable compensation of the Master Servicer and the
Trustee for providing such information.
(f) Neither the Master Servicer nor the Trustee shall have any liability to
the Trust arising from a transfer of any Certificate in reliance upon a
certification, ruling or Opinion of Counsel described in this Section 3.3;
provided, however, that the Trustee shall not register the transfer of a
Residual Certificate if it has actual knowledge that the proposed transferee
does not meet the qualifications of a permitted Holder of a Residual Certificate
as set forth in Section 3.3(e). Neither the Trustee nor the Certificate
Registrar shall have any obligation or duty to monitor, determine or inquire as
to compliance with any restriction on transfer or exchange of Certificates or
any interest therein imposed under this Article III or under applicable law
other than to require delivery of the certifications and/or opinions described
in this Article III; provided, however, that the Trustee shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e). The Trustee and the Certificate
Registrar shall have no liability for transfers (including without limitation
transfers made through the book-entry facilities of the Depository or between or
among Participants or Certificate Owners) made in violation of applicable
restrictions, provided that the Trustee and Certificate Registrar have satisfied
their respective duties expressly set forth in Sections 3.3(c), 3.3(d) and
3.3(e).
(g) All Certificates surrendered for transfer and exchange shall be
physically cancelled by the Certificate Registrar, and the Certificate Registrar
shall hold such cancelled Certificates in accordance with its standard
procedures.
(h) The Certificate Registrar shall provide notice to the Master Servicer,
the Special Servicer and the Depositor of each transfer of a Certificate and,
upon written request, provide each such Person with an updated copy of the
Certificate Register within a reasonable period of time following receipt of
such request.
(i) Unless and until it is exchanged in whole for the individual
Certificates represented thereby, a Global Certificate representing all of the
Certificates of a Class may not be transferred, except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Clearing Agency or a nominee of such successor
Clearing Agency, and no such transfer to any such other Person may be
registered; provided that this subsection (i) shall not prohibit any transfer of
a Certificate of a Class that is issued in exchange for a Global Certificate of
the same Class pursuant to Section 3.9 below. Nothing in this subsection (i)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Certificate effected in accordance with the other provisions of this
Section 3.3.
Section 3.4 Mutilated, Destroyed, Lost or Stolen Certificates. If (A) any
mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (B) except in the case of a mutilated Certificate so
surrendered, there is delivered to the Trustee such security or indemnity as may
be required by it to save it harmless, then, in the absence of notice to the
Trustee that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 3.4, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith. Any replacement Certificate issued pursuant to
this Section 3.4 shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.
Section 3.5 Persons Deemed Owners. Prior to presentation of a Certificate
for registration of transfer, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Operating Adviser and any agent of the Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent or the Operating
Adviser may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the Master
Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the Operating
Adviser nor any agent of the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent or the Operating Adviser shall be affected by any notice to the
contrary.
Section 3.6 Access to List of Certificateholders' Names and Addresses. If
three or more Certificateholders, a Certificateholder holding all the
Certificates of any Class of Certificates, the Master Servicer, the Special
Servicer, the Operating Adviser, the Healthcare Adviser or the Depositor (A)
request in writing from the Certificate Registrar a list of the names and
addresses of Certificateholders and (B) in the case of a request by
Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, or the Operating
Adviser, as applicable, access during normal business hours to a current list of
the Certificateholders. The expense of providing any such information requested
by such Person shall be borne by the party requesting such information and shall
not be borne by the Certificate Registrar or the Trustee. Every
Certificateholder, by receiving and holding a Certificate, agrees that the
Certificate Registrar and the Trustee shall not be held accountable by reason of
the disclosure of any such information as to the list of the Certificateholders
hereunder, regardless of the source from which such information was derived.
Section 3.7 Book-Entry Certificates.
(a) Notwithstanding the foregoing, the Class A-1, Class A-2, Class A-MF1,
Class A-MF2, Class X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M and Class N Certificates, upon
original issuance, each shall be issued in the form of one or more Certificates
representing the Book-Entry Certificates, to be delivered to the Trustee, as
custodian for The Depository Trust Company (the "Depository"), the initial
Clearing Agency, by, or on behalf of, the Depositor. The Certificates shall
initially be registered on the Certificate Register in the name of Cede & Co.,
the nominee of the Depository, as the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates, except as provided in Section
3.9. Unless and until Definitive Certificates have been issued to the
Certificate Owners pursuant to Section 3.9:
(i) the provisions of this Section 3.7 shall be in full force
and effect with respect to each such Class;
(ii) the Depositor, the Master Servicer, the Paying Agent, the
Certificate Registrar and the Trustee may deal with the Clearing Agency
for all purposes (including the making of distributions on the
Certificates) as the authorized representative of the Certificate
Owners;
(iii) to the extent that the provisions of this Section 3.7
conflict with any other provisions of this Agreement, the provisions of
this Section 3.7 shall control with respect to each such Class; and
(iv) the rights of the Certificate Owners of each such Class shall
be exercised only through the Clearing Agency and the applicable
Participants and shall be limited to those established by law and
agreements between such Certificate Owners and the Clearing Agency
and/or the Participants. Pursuant to the Depository Agreement, unless
and until Certificates are issued pursuant to Section 3.9, the initial
Clearing Agency will make book-entry transfers among the Participants
and receive and transmit distributions of principal and interest on the
related Certificates to such Participants.
(b) For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Holders of the Certificates
evidencing a specified percentage of the aggregate unpaid principal amount of
Certificates, such direction or consent may be given by the Clearing Agency at
the direction of Certificate Owners owning Certificates evidencing the requisite
percentage of principal amount of Certificates. The Clearing Agency may take
conflicting actions with respect to the Certificates to the extent that such
actions are taken on behalf of the Certificate Owners.
(c) The Certificates of each Class (other than the Residual Certificates)
initially sold in reliance on Rule 144A or to Institutional Accredited Investors
shall be represented by the Rule 144A-IAI Global Certificate for such Class,
which shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository. The
Certificates evidenced by any Rule 144A-IAI Global Certificate shall be subject
to certain restrictions on transfer as set forth in Section 3.3 hereof and shall
bear legend(s) regarding such restrictions described herein.
(d) The Certificates of each Class (other than the Residual Certificates)
initially sold in offshore transactions in reliance on Regulation S shall be
represented by the Regulation S Temporary Global Certificate for such Class,
which shall be deposited with the Trustee as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository. Not earlier
than the Release Date, beneficial interests in any Regulation S Temporary Global
Certificate shall be exchangeable for beneficial interests in the Regulation S
Permanent Global Certificate for such Class. Beneficial interests in any
Regulation S Temporary Global Certificate may be held only through Euroclear or
CEDEL; provided, however, that such interests may be exchanged for interests in
the Rule 144A-IAI Global Certificate for such Class in accordance with the
certification requirements described in Section 3.7(f). The Regulation S
Permanent Global Certificates shall be deposited with the Trustee as custodian
for the Depository and registered in the name of Cede & Co. as nominee of the
Depository.
On or prior to the Release Date and on or prior to any Distribution Date
occurring prior to the Release Date, each Certificate Owner of a Regulation S
Temporary Global Certificate that holds a beneficial interest therein on the
Release Date or on any such Distribution Date, as the case may be, must deliver
to Euroclear or CEDEL (as applicable) a Regulation S Certificate; provided,
however, that any Certificate Owner that holds a beneficial interest in a
Regulation S Temporary Global Certificate on the Release Date or on any such
Distribution Date that has previously delivered a Regulation S Certificate to
Euroclear or CEDEL with respect to its interest therein does not need to deliver
any subsequent Regulation S Certificate (unless the certificate previously
delivered is no longer true as of such subsequent date, and such Certificate
Owner must promptly notify Euroclear or CEDEL, as applicable, thereof).
Euroclear or CEDEL, as applicable, shall be required to promptly deliver to the
Trustee a certificate substantially in the form of Exhibit I hereto to the
effect that it has received the requisite Regulation S Certificates for each
such Class, and no Certificate Owner (or transferee from any such Certificate
Owner) shall be entitled to receive an interest in the Regulation S Permanent
Global Certificate for such Class or any payment or principal or interest with
respect to its interest in such Regulation S Temporary Global Certificate prior
to the Trustee receiving such certification from Euroclear or CEDEL with respect
to the portion of the Regulation S Temporary Global Certificate owned by such
Certificate Owner (and, with respect to an interest in the applicable Regulation
S Permanent Global Certificate, prior to the Release Date). After the Release
Date, distributions due with respect to any beneficial interest in a Regulation
S Temporary Global Certificate shall not be made to the Holders of such
beneficial interests unless exchange for a beneficial interest in the related
Regulation S Permanent Global Certificate is improperly withheld or refused. No
interest in a Regulation S Global Certificates may be held by or transferred to
a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial
interest in the Rule 144A-IAI Global Certificate for such Class as described in
Section 3.7(f).
(e) Except in the limited circumstances described below in Section 3.9,
owners of beneficial interests in Global Certificates shall not be entitled to
receive physical delivery of Definitive Certificates. The Certificates are not
issuable in bearer form. Upon the issuance of each Global Certificate, the
Depository or its custodian shall credit, on its internal system, the respective
principal amount of the individual beneficial interests represented by such
Global Certificate to the accounts of Persons who have accounts with such
Depository. Such accounts initially shall be designated by or on behalf of the
Placement Agents. Ownership of beneficial interests in a Global Certificate
shall be limited to Participants or Persons who hold interests directly or
indirectly through Participants. Ownership of beneficial interests in the Global
Certificates shall be shown on, and the transfer of that ownership shall be
effected only through, records maintained by the Depository or its nominee (with
respect to interests of Participants) and the records of Participants (with
respect to interests of Persons other than Participants).
So long as the Depository, or its nominee, is the registered holder of a
Global Certificate, the Depository or such nominee, as the case may be, shall be
considered the sole owner and holder of the Certificates represented by such
Global Certificate for all purposes under this Agreement and the Certificates,
including, without limitation, obtaining consents and waivers thereunder, and
the Trustee shall not be affected by any notice to the contrary. Except under
the circumstance described in Section 3.9, owners of beneficial interests in a
Global Certificate will not be entitled to have any portions of such Global
Certificate registered in their names, will not receive or be entitled to
receive physical delivery of Definitive Certificates in certificated form and
shall not be considered the owners or Holders of the Global Certificate (or any
Certificates represented thereby) under this Agreement or the Certificates. In
addition, no Certificate Owner of an interest in a Global Certificate shall be
able to transfer that interest except in accordance with the Depository's
applicable procedures (in addition to those under this Agreement and, if
applicable, those of Euroclear and CEDEL).
(f) Any holder of an interest in a Regulation S Global Certificate shall
have the right, upon prior written notice to the Trustee, Euroclear or CEDEL, as
applicable, and the Depository, in the form of an Exchange Certification
(substantially in the form of Exhibit H attached hereto), to exchange all or a
portion of such interest (in authorized denominations as set forth in Section
3.1(b)) for an equivalent interest in the Rule 144A-IAI Global Certificate for
such Class in connection with a transfer of its interest therein to a transferee
that is eligible to hold an interest in such Rule 144A-IAI Global Certificate as
described herein; provided, however, that no Exchange Certification shall be
required if any such exchange occurs after the Release Date. Any holder of an
interest in the Rule 144A-IAI Global Certificate shall have the right, upon
prior written notice to the Trustee, the Depository and Euroclear or CEDEL, as
applicable, in the form of an Exchange Certification, to exchange all or a
portion of such interest (in authorized denominations as set forth in Section
3.1(b)) for an equivalent interest in the Regulation S Global Certificate for
such Class in connection with a transfer of its interest therein to a transferee
that is eligible to hold an interest in such Regulation S Global Certificate as
described herein; provided, however, that if such exchange occurs prior to the
Release Date, the transferee shall acquire an interest in a Regulation S
Temporary Global Certificate only and shall be subject to all of the
restrictions associated therewith described in Section 3.7(d). Following receipt
of any Exchange Certification or request for transfer, as applicable, by the
Trustee: (i) the Trustee shall endorse the schedule to any Global Certificate
representing the Certificate or Certificates being exchanged to reduce the
stated principal amount of such Global Certificate by the denominations of the
Certificate or Certificates for which such exchange is to be made, and (ii) the
Trustee shall endorse the schedule to any Global Certificate representing the
Certificate or Certificates for which such exchange is to be made to increase
the stated principal amount of such Global Certificate by the denominations of
the Certificate or Certificates being exchanged therefor. The form of the
Exchange Certification shall be available from the Trustee.
Section 3.8 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Trustee shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable
rules, regulations and procedures.
Section 3.9 Definitive Certificates.
(a) Definitive Certificates will be issued to the owners of beneficial
interests in a Global Certificate or their nominees if (i) the Depository
notifies the Depositor and the Trustee in writing that the Depository is
unwilling or unable to continue as depositary for such Global Certificate and a
qualifying successor depositary is not appointed by the Depositor within 90 days
thereof, (ii) the Trustee has instituted or caused to be instituted or has been
directed to institute any judicial proceeding in a court to enforce the rights
of the Certificateholders under this Agreement and under such Global Certificate
and the Trustee has been advised by counsel that in connection with such
proceeding it is necessary or advisable for the Trustee to obtain possession of
such Global Certificate, or (iii) after the occurrence of an Event of Default,
Certificate Owners representing a majority in aggregate outstanding Certificate
Balance of such Global Certificate advise the Depository through the
Participants in writing (and the Depository so advises the Depositor, the
Trustee and the Master Servicer in writing) that the continuation in global form
of the Certificates being evidenced by such Global Certificate is no longer in
their best interests; provided, that under no circumstances will Definitive
Certificates be issued to Certificate Owners of the Regulation S Temporary
Global Certificate. Upon notice of the occurrence of any of the events described
in the preceding sentence, the Trustee shall notify the Depository and request
the Depository to notify all Certificate Owners, through the applicable
Participants, of the occurrence of the event and of the availability of
Definitive Certificates to such Certificate Owners requesting the same. Upon
surrender to the Trustee of the Global Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall execute, authenticate and deliver the Definitive
Certificates. Neither the Depositor nor the Trustee 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, all references herein to obligations imposed upon or to be
performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
(b) Distributions of principal and interest on the Definitive Certificates
shall be made by the Trustee directly to Holders of Definitive Certificates in
accordance with the procedures set forth in this Agreement.
Section 3.10 Appointment of Paying Agent. The Trustee initially shall be
the Paying Agent for the purpose of making distributions to Certificateholders
hereunder. The Trustee may appoint another Person as Paying Agent as provided
herein. The Trustee shall cause such other Person appointed as Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all sums held by
it for the payment to Certificateholders in an Eligible Account in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to the Certificateholders. All funds remitted by the Trustee to any such Paying
Agent for the purpose of making distributions shall be paid to
Certificateholders on each Distribution Date and any amounts not so paid shall
be returned on such Distribution Date to the Trustee. If the Paying Agent is not
the Trustee, the Trustee shall remit to the Paying Agent on the Business Day
prior to each Distribution Date, by wire transfer in immediately available
funds, the funds to be distributed on such Distribution Date (to the extent the
Trustee has received such funds from the Master Servicer pursuant to Section
5.2). Any Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers and shall be rated at
least "BBB" by S&P and "Baa2" by Moody's. The Trustee shall remain obligated and
liable to the Certificateholders for the duties performed by the Paying Agent
under this Agreement as if the Trustee alone was acting as Paying Agent.
ARTICLE IV
ADVANCES
P&I Advances and Servicing Advances shall be made by the Master Servicer
and, if the Master Servicer does not make such Advances, by the Trustee, and if
the Trustee does not make such Advances, by the Fiscal Agent, except to the
extent that the Master Servicer, the Trustee or the Fiscal Agent, as applicable,
determines in accordance with Section 4.4 below, that any such Advance would be
a Nonrecoverable Advance.
Section 4.1 P&I Advances by Master Servicer.
(a) On or prior to the Report Date, the Master Servicer shall notify the
Trustee and the Fiscal Agent if the P&I Advance Amount for such Distribution
Date is greater than zero, and the Master Servicer shall make a P&I Advance of
such amount no later than the Master Servicer Remittance Date. It is understood
that the obligation of the Master Servicer to make such P&I Advances is
mandatory and shall apply through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgagor or related
bankruptcy, notwithstanding any other provision (other than the following
sentence) of this Agreement. Notwithstanding the foregoing, the Master Servicer
shall not be required to make such P&I Advance, if the Master Servicer
determines, in accordance with Section 4.4 below, that any such P&I Advance
would be a Nonrecoverable Advance. Such determination shall be conclusive and
binding on the Trustee, the Fiscal Agent and the Certificateholders. The Special
Servicer shall not be required to make P&I Advances under this Agreement.
(b) If the Master Servicer determines that there is a P&I Advance Amount
for a Distribution Date, the Master Servicer shall on the Master Servicer
Remittance Date either (A) deposit in the Certificate Account an amount equal to
the P&I Advance Amount or (B) utilize funds in the Certificate Account being
held for future distributions or withdrawals to make such Advance provided that,
if Late Collections of the delinquent principal and interest payments for which
P&I Advances are to be made for the related Distribution Date, are on deposit in
the Collection Account and available to make such P&I Advances, the Master
Servicer shall utilize such Late Collections to make such P&I Advances pursuant
to clause (B) above. Any funds being held in the Certificate Account for future
distribution or withdrawal and so used shall be replaced by the Master Servicer
from its own funds by deposit in the Certificate Account on or before any future
Master Servicer Remittance Date to the extent that funds in the Certificate
Account on such Master Servicer Remittance Date shall be less than payments to
the Trustee or other Persons required to be made on such date.
Section 4.2 Servicing Advances. The Master Servicer and, if the Master
Service does not, the Trustee, and, if the Trustee does not, the Fiscal Agent
shall make Servicing Advances to the extent provided in this Agreement, except
to the extent that the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, determines in accordance with Section 4.4 below, that any such
Advance would be a Nonrecoverable Advance. Such determination shall be
conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders.
Section 4.3 Advances by Trustee.
(a) To the extent that the Master Servicer fails to make a P&I Advance by
the Master Servicer Remittance Date (other than a P&I Advance that the Master
Servicer determines is a Nonrecoverable Advance), the Trustee shall make such
P&I Advance unless the Trustee determines that such P&I Advance, if made, would
be a Nonrecoverable Advance. To the extent that the Trustee is required
hereunder to make P&I Advances, it shall deposit the amount thereof in the
Distribution Account on such Distribution Date. If the Trustee is not the Paying
Agent, such amounts shall be transferred to the Paying Agent as required in
Section 3.10.
(b) To the extent that the Trustee fails to make a P&I Advance by the
Distribution Date (other than a P&I Advance that the Trustee determines is a
Nonrecoverable Advance), the Fiscal Agent shall make such P&I Advance unless the
Fiscal Agent determines that such P&I Advance, if made, would be a
Nonrecoverable Advance. To the extent that the Fiscal Agent is required
hereunder to make P&I Advances, it shall deposit the amount thereof in the
Distribution Account on such Distribution Date. If the Trustee is not the Paying
Agent, such amounts shall be transferred to the Paying Agent as required in
Section 3.10.
(c) To the extent that the Master Servicer fails to make a Servicing
Advance by the date such Servicing Advance is required to be made (other than a
Servicing Advance that the Master Servicer determines is a Nonrecoverable
Advance), and a Responsible Officer of the Trustee receives notice thereof, the
Trustee shall make such Servicing Advance promptly, but in any event, not later
than five Business Days after notice thereof, unless the Trustee determines that
such Servicing Advance, if made, would be a Nonrecoverable Advance.
(d) To the extent that the Trustee fails to make a Servicing Advance by the
date such Servicing Advance is required to be made by the Trustee (other than a
Servicing Advance that the Trustee determines is a Nonrecoverable Advance), and
a Responsible Officer of the Fiscal Agent receives notice thereof, the Fiscal
Agent shall make such Servicing Advance promptly, but in any event, not later
than five Business Days after notice thereof, unless the Fiscal Agent determines
that such Servicing Advance, if made, would be a Nonrecoverable Advance.
Section 4.4 Evidence of Nonrecoverability. If the Master Servicer
determines at any time, in its sole discretion, exercised in good faith, that
any Advance previously made or proposed Advance, if made, would constitute a
Nonrecoverable Advance, such determination shall be evidenced by an Officer's
Certificate delivered to the Trustee, the Fiscal Agent and the Special Servicer
by the Business Day prior to the Distribution Date. Such Officer's Certificates
shall set forth the reasons for such determination of nonrecoverability,
together with, to the extent such information, report or document is in the
Master Servicer's possession, any related financial information such as related
income and expense statements, rent rolls, occupancy status, property
inspections and any appraisals performed in accordance with MAI standards within
the last 12 months on the Mortgaged Property, and, if such reports are used by
the Master Servicer to determine that any P&I Advance or Servicing Advance, as
applicable, would be a Nonrecoverable Advance, any engineers' reports,
environmental surveys, internal valuations or other information relevant thereto
which support such determination. If the Trustee or the Fiscal Agent determines
at any time that any portion of an Advance previously made or a portion of a
proposed Advance that the Trustee or the Fiscal Agent is required to make
pursuant to this Agreement, if made, would constitute a Nonrecoverable Advance,
such determination shall be evidenced by an Officer's Certificate of a
Responsible Officer of the Trustee or the Fiscal Agent delivered to the
Depositor, the Master Servicer and the Special Servicer similar to the Officer's
Certificate of the Master Servicer described in the prior sentence. Neither the
Trustee nor the Fiscal Agent shall be required to make an Advance that the
Master Servicer has previously determined to be a Nonrecoverable Advance.
Notwithstanding any other provision of this Agreement, none of the Master
Servicer, the Trustee or the Fiscal Agent shall be obligated to, nor shall it,
make any Advance or make any payment that is designated in this Agreement to be
an Advance, if it determines in its good faith judgment that such Advance or
such payment (including interest accrued thereon at the Advance Rate) would be a
Nonrecoverable Advance. The Master Servicer's determination in accordance with
the above provisions shall be conclusive and binding on the Trustee, the Fiscal
Agent, the Special Servicer and the Certificateholders.
Section 4.5 Interest on Advances; Calculation of Outstanding Advances with
Respect to a Mortgage Loan. Any unreimbursed Advance funded from the Master
Servicer's, the Trustee's or the Fiscal Agent's own funds shall accrue interest
on a daily basis, at a per annum rate equal to the Advance Rate, from the date
such Advance was made until the date on which such Advance has been reimbursed.
For purposes of determining whether a P&I Advance is outstanding, amounts
collected with respect to a particular Mortgage Loan or REO Property and treated
as collections of principal or interest shall be applied first to reimburse the
earliest P&I Advance and then each succeeding P&I Advance to the extent not
inconsistent with Section 4.6. Except with respect to Specially Serviced
Mortgage Loans, the Master Servicer shall attempt to collect (but shall have no
obligation to collect) Default Interest in an amount sufficient to pay Advance
Interest from the Mortgagor. The Master Servicer shall be entitled to retain
Default Interest paid by any Mortgagor with respect to any Mortgage Loan (other
than a Specially Serviced Mortgage Loan, as to which the Special Servicer shall
retain Default Interest) as additional servicing compensation to the extent such
Default Interest exceeds Advance Interest. The Special Servicer, with respect to
any Specially Serviced Mortgage Loan, shall (i) pay from any related Default
Interest outstanding and unpaid Advance Interest to the Master Servicer, the
Trustee or the Fiscal Agent, as applicable, and (ii) retain any remaining
portion of such Default Interest as additional Special Servicer Compensation.
Section 4.6 Reimbursement of Advances and Advance Interest.
(a) Advances made with respect to each Mortgage Loan or Specially Serviced
Mortgage Loan or REO Property (including Advances later determined to be
Nonrecoverable Advances) shall be reimbursed to the extent of the amounts
identified to be applied therefor in Section 5.2. The aggregate of the amounts
available to repay Advances pursuant to Section 5.2 collected in any Collection
Period with respect to Mortgage Loans or Specially Serviced Mortgage Loans or
REO Property shall be an "Available Advance Reimbursement Amount."
(b) To the extent that Advances have been made on Mortgage Loans, Specially
Serviced Mortgage Loans or REO Property, the Available Advance Reimbursement
Amount with respect to any Determination Date shall be applied to reimburse the
Trustee or the Fiscal Agent for any Advances outstanding to the Trustee or the
Fiscal Agent with respect to any of such Mortgage Loans or Specially Serviced
Mortgage Loans or REO Property, plus any Advance Interest owed to the Trustee or
the Fiscal Agent with respect to such Advances and then the Master Servicer for
any Advances outstanding to the Master Servicer with respect to any of such
Mortgage Loans, Specially Serviced Mortgage Loans or REO Property, plus any
Advance Interest owed to the Master Servicer with respect to such Advances. To
the extent that any Advance Interest payable to the Master Servicer, the Trustee
or the Fiscal Agent with respect to a Mortgage Loan, Specially Serviced Mortgage
Loan or REO Property cannot be recovered from the related Mortgagor or the
Property, the amount of such Advance Interest shall be treated as a
Non-Recoverable Advance and shall be payable to the Trustee, the Fiscal Agent or
the Master Servicer, as the case may be, from amounts on deposit in the
Certificate Account or the Distribution Account pursuant to Section 5.2(a) or
Section 5.3(b)(ii). The Master Servicer's, the Fiscal Agent's and the Trustee's
right of reimbursement under this Agreement for Advances (with Advance Interest)
shall be prior to the rights of the Certificateholders to receive any amounts
recovered with respect to such Mortgage Loans or REO Properties.
(c) Amounts applied to reimburse Advances shall first be applied to reduce
Advance Interest thereon and then to reduce the outstanding amount of such
Advances.
(d) To the extent that the Special Servicer incurs out-of-pocket expenses,
in accordance with the Servicing Standard, in connection with servicing
Specially Serviced Mortgage Loans, the Master Servicer shall reimburse the
Special Servicer for such expenditures within 30 days after receiving an invoice
and a report from the Special Servicer, subject to Section 4.4. With respect to
each Collection Period, the Special Servicer shall deliver such invoice and
report to the Master Servicer by the following Determination Date. All such
amounts reimbursed by the Master Servicer shall be a Servicing Advance. In the
event that the Master Servicer defaults under its obligation to reimburse the
Special Servicer hereunder or the Master Servicer determines that such Servicing
Advance, if made, would be a Nonrecoverable Advance, the Special Servicer shall
notify the Trustee in writing of such nonpayment and the amount payable to the
Special Servicer and shall be entitled to receive reimbursement from the Trust
as an Additional Trust Expense. The Master Servicer and the Trustee shall have
no obligation to verify the amount payable to the Special Servicer pursuant to
this Section 4.6(d) and circumstances surrounding the notice delivered by the
Special Servicer pursuant to this Section 4.6(d).
ARTICLE V
ADMINISTRATION OF THE TRUST
Section 5.1 Collections.
(a) On or prior to the Closing Date, the Master Servicer shall open and
shall thereafter maintain a separate account or accounts, which accounts must be
Eligible Accounts, in the name of "AMRESCO Services, L.P., as Master Servicer
for LaSalle National Bank, as Trustee for the Holders of Morgan Stanley Capital
I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1" (the
"Certificate Account").
(b) On or prior to the date the Master Servicer shall first deposit funds
in a Certificate Account, the Master Servicer shall give to the Trustee prior
written notice of the name and address of the depository institution at which
the Certificate Account is maintained and the account number of the Certificate
Account. The Master Servicer shall take such actions as are necessary to cause
the depository institution holding the Certificate Account to hold such account
in the name of the Master Servicer as provided in Section 5.1(a), subject to the
Master Servicer's right to direct payments and investments and its rights of
withdrawal under this Agreement.
(c) The Master Servicer shall deposit into the Certificate Account on the
Business Day following receipt (or, in the case of unscheduled remittances of
principal or interest, on the Business Day following identification of the
proper application of such amounts), the following amounts received by it
(including amounts remitted to the Master Servicer by the Special Servicer from
an REO Account pursuant to Section 9.14), other than in respect of interest and
principal on the Mortgage Loans due on or before the Cut-Off Date which shall be
remitted to the Depositor (provided that the Master Servicer may retain amounts
otherwise payable to the Master Servicer as provided in Section 5.2(a) rather
than deposit them into the Certificate Account):
(i) Principal: all payments on account of principal, including
Principal Prepayments, the principal component of Scheduled Payments,
and any Late Collections in respect thereof on the Mortgage Loans;
(ii) Interest: subject to subsection (d) hereof, all payments on
account of interest (including Excess Interest) (minus any portion of
any such payment that is allocable to the period prior to the Cut-Off
Date which shall be remitted to the Depositor);
(iii) Liquidation Proceeds: all Liquidation Proceeds with respect
to the Mortgage Loans;
(iv) Insurance Proceeds: all insurance proceeds other than
proceeds to be applied to the restoration or repair of the property
subject to the related Mortgage or released to the related Mortgagor in
accordance with the Servicing Standard, which proceeds shall be
deposited by the Master Servicer into an Escrow Account and not
deposited in the Certificate Account;
(v) Condemnation Proceeds: all condemnation proceeds other than
proceeds to be applied to the restoration or repair of the property
subject to the related Mortgage or released to the related Mortgagor in
accordance with the Servicing Standard, which proceeds shall be
deposited by the Master Servicer into an Escrow Account and not
deposited in the Certificate Account;
(vi) REO Income: all REO Income received from the Special
Servicer;
(vii) Investment Losses: any amounts required to be deposited by
the Master Servicer pursuant to Section 5.1(d) in connection with
losses realized on Eligible Investments with respect to funds held in
the Certificate Account;
(viii) Advances: all P&I Advances unless made directly to the
Distribution Account; and
(ix) Other: all other amounts, including Prepayment Premiums,
required to deposited in the Certificate Account pursuant to this
Agreement, including Purchase Proceeds of any Mortgage Loans
repurchased by a Seller or substitution shortfall amounts (as described
in the fourth paragraph of Section 2.3(a)) paid by a Seller in
connection with the substitution of any Qualifying Substitute Mortgage
Loans.
Remittances from any REO Account to the Master Servicer for deposit in the
Certificate Account shall be made by the Special Servicer no later than the
Special Servicer Remittance Date.
(d) Funds in the Certificate Account may be invested and, if invested,
shall be invested by, and at the risk of, the Master Servicer in Eligible
Investments selected by the Master Servicer which shall mature, unless payable
on demand, not later than the Business Day immediately preceding the next Master
Servicer Remittance Date, and any such Eligible Investment shall not be sold or
disposed of prior to its maturity unless payable on demand. All such Eligible
Investments shall be made in the name of "AMRESCO Services, L.P., as Master
Servicer for LaSalle National Bank, as Trustee for the Holders of the Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
1998-CF1." None of the Depositor, the Mortgagors or the Trustee shall be liable
for any loss incurred on such Eligible Investments.
An amount equal to all income and gain realized from any such investment
shall be paid to the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal at any time from time to time. The amount of
any losses incurred in respect of any such investments shall be for the account
of the Master Servicer which shall deposit the amount of such loss (to the
extent not offset by income from other investments) deposited in the Certificate
Account out of its own funds immediately as realized. If the Master Servicer
deposits in any Certificate Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding.
(e) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Trustee may take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings; provided, however, that if the Master Servicer shall
have deposited in the Certificate Account an amount equal to all amounts due
under any such Eligible Investment (net of anticipated income or earnings
thereon that would have been payable to the Master Servicer as additional
servicing compensation) the Master Servicer shall have the sole right to enforce
such payment or performance, and the Trustee shall deliver to the Master
Servicer the certificate or other instrument evidencing such investment together
with any necessary document of transfer.
(f) Certain of the Mortgage Loans may provide for payment by the Mortgagor
to the Master Servicer of amounts to be used for payment of Escrow Amounts for
the account of the Mortgagor. The Master Servicer shall deal with these amounts
in accordance with the Servicing Standard and the terms of the related Mortgage
Loans.
(g) In the event that the Master Servicer or Special Servicer receives, or
receives notice from the related Borrower that it will be receiving, Excess
Interest in any Collection Period, the Servicer or Special Servicer, as
applicable, will promptly notify the Trustee.
Section 5.2 Application of Funds in the Certificate Account.
(a) The Master Servicer shall, from time to time, make withdrawals from the
Certificate Account and remit them by wire transfer on the related Master
Servicer Remittance Date in immediately available funds to the account specified
in this Section or otherwise (u) to such account as it shall determine from time
to time of amounts payable to the Master Servicer from the Certificate Account
pursuant to clauses (i), (iii), (iv), (vii), (viii), (ix), (x), (xiv), (xv)
(xvi), (xvii), (xviii), and (xx) below; (v) to the account specified in writing
by the Trustee from time to time of amounts payable to the Trustee from the
Certificate Account pursuant to clauses (iii), (iv), (vi), (vii), (viii), (ix),
(xii), (xiv), (xv), (xvii) and (xix) below; (w) to the account specified in
writing by the Fiscal Agent from time to time of amounts payable to the Fiscal
Agent from the Certificate Account pursuant to clauses (iii), (iv), (vii),
(viii), (ix) and (xiv) below; (x) to the account specified in writing by the
Healthcare Adviser from time to time of amounts payable to the Healthcare
Adviser from the Certificate Account pursuant to clause (v) below; (y) to the
account specified in writing by subservicers and the party entitled to the RMF
Retained Fee from the Certificate Account pursuant to clause (v) below; and (z)
to the Special Servicer from time to time of amounts payable to the Special
Servicer from such Certificate Account pursuant to clauses (i), (ii), (iv), (v),
(vii), (viii), (ix), (x), (xii), (xiii), (xiv) and (xv) below of the following
amounts, from the amounts specified for the following purposes:
(i) Servicing Fees: to pay to itself unpaid Master Servicing Fees
and to the Special Servicer unpaid Special Servicing Fees, in each case
earned thereby in respect of each Mortgage Loan, including, without
limitation, each REO Mortgage Loan, the Master Servicer's and the
Special Servicer's respective rights to payment pursuant to this clause
(i) being limited to amounts received or advanced on or in respect of
such Mortgage Loan that are allocable as a recovery of interest
thereon;
(ii) Workout Fees and Liquidation Fees: to pay to the Special
Servicer earned and unpaid Workout Fees and Liquidation Fees to which
it is entitled pursuant to, and from the sources contemplated by,
Section 8.10(b);
(iii) P&I Advances: to reimburse each of the Fiscal Agent, the
Trustee and the Master Servicer, in that order, for unreimbursed P&I
Advances made by each such Person, the Fiscal Agent's, Trustee's and
Master Servicer's respective rights to be reimbursed pursuant to this
clause (iii) being limited to amounts received that represent Late
Collections of interest on and principal of the particular Mortgage
Loans, including, without limitation, REO Mortgage Loans, with respect
to which such P&I Advances were made (in each case net of related
Workout Fees);
(iv) Servicing Advances: (including amounts later determined to be
Nonrecoverable Advances): to apply, pursuant to Section 4.6, (x) prior
to a Final Recovery Determination or determination in accordance with
Section 4.4 that any Advance is a Nonrecoverable Advance, payments made
by the Mortgagor of the amounts to which a Servicing Advance relates or
from REO Income from the related REO Property or from Late Collections
or (y) after a Final Recovery Determination or determination that any
Advance is a Nonrecoverable Advance, any funds on deposit in the
Certificate Account (regardless of whether such amount was recovered
from the applicable Mortgage Loan or REO Property), to reimburse itself
or the Special Servicer for any Servicing Advances (and Advance
Interest thereon) not previously reimbursed;
(v) Healthcare Adviser Fee, RMF Retained Fee, Primary Servicing
Fee and Special Servicer Compensation: to pay to the Healthcare Adviser
the Healthcare Adviser Fee, to pay Primary Servicers the Primary
Servicing Fee, to pay RMF or its assigns the RMF Retained Fee and to
pay the Special Servicer the Special Servicing Fee;
(vi) Trustee Fee: to pay to the Distribution Account for
withdrawal by the Trustee the Trustee's Fee;
(vii) Nonrecoverable Advances: to reimburse the Fiscal Agent, the
Trustee, the Master Servicer and the Special Servicer, in that order,
out of general collections on the Mortgage Loans and REO Properties,
for Nonrecoverable Advances made by each such Person;
(viii) Advance Interest: to pay the Fiscal Agent, the Trustee, the
Master Servicer and the Special Servicer, in that order, any unpaid
Advance Interest due and payable thereto, 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) being first offset
against any Default Interest collected in respect of the Mortgage
Loans, including without limitation any REO Mortgage Loan, as to which
the related Advance was made;
(ix) More Advance Interest: at or following such time as it
reimburses itself, the Special Servicer, the Trustee or the Fiscal
Agent, as applicable, for any unreimbursed Advance pursuant to clause
(iii), (iv) or (vii) above or pursuant to Section 8.3, and insofar as
payment has not already been made pursuant to clause (viii) above, to
pay itself, the Special Servicer, the Trustee or the Fiscal Agent, as
the case may be, out of general collections on the Mortgage Loans and
REO Properties, any related Advance Interest accrued and payable on
such Advance;
(x) Additional Master Servicing and Special Servicing
Compensation: to pay to each of itself and the Special Servicer all
amounts deposited in the Certificate Account from time to time that
constitute Additional Master Servicing Compensation and Additional
Special Servicing Compensation, respectively;
(xi) Certain Environmental Costs: to pay out of general
collections on the Mortgage Loans and REO Properties, any costs and
expenses incurred by the Trust pursuant to Section 8.7(c);
(xii) Operation, Management and Maintenance of REO Property: to
pay expenses related to the proper operation, management and
maintenance of any REO Property pursuant to Section 8.20, but only out
of amounts (whether in the form of REO Income, Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds) relating to such REO
Property;
(xiii) REO Extensions: to pay, out of general collections on the
Mortgage Loans and REO Properties, the cost of obtaining any REO
Extension contemplated by Section 8.19(a) in respect of any REO
Property;
(xiv) General Reimbursements and Indemnities: to pay itself, the
Special Servicer, the Trustee, the Fiscal Agent, or any of their
respective directors, officers, employees and agents (including any
subservicers), as the case may be, out of general collections on the
Mortgage Loans and REO Properties, pro rata based on their respective
entitlements, any amounts payable to any such Person pursuant to any of
Sections 4.6, 7.11, 8.26 and 8.27;
(xv) Legal Advice: to pay, out of general collections on the
Mortgage Loans and REO Properties, for (A) the cost of the Opinions of
Counsel contemplated by Sections 8.7(b)(ii) and 8.19(a), (B) the cost
of any other Opinion of Counsel contemplated by this Agreement which is
specifically identified as an expense of the Trust and (C) the cost of
the advice of counsel contemplated by Section 8.20(b)(v);
(xvi) Deleted Mortgage Loans: to any Seller or other appropriate
Person, with respect to each Mortgage Loan or REO Property, if any,
previously purchased or replaced by such Person pursuant to or as
contemplated by this Agreement, all amounts received on such Deleted
Mortgage Loan subsequent to the date of purchase;
(xvii) Taxes: to pay any and all federal, state and local taxes
imposed on REMIC I, REMIC II or REMIC III or on the assets or
transactions of any such REMIC Pool, together with all incidental costs
and expenses, and any and all reasonable expenses relating to tax
audits, if and to the extent that either (A) none of the Trustee, the
Fiscal Agent, the Master Servicer or the Special Servicer is liable
therefor pursuant to Section 12.1(k), or (B) any such Person that may
be so liable (including any Holder of a Class R-I, Class R-II or Class
R-III Certificate) has failed to make the required payment;
(xviii) Correction of Errors: to withdraw funds deposited in the
Certificate Account in error;
(xix) Expenses of Trust: to pay to the Person entitled thereto any
amounts specified herein to be Additional Trust Expenses (at the time
set forth herein or in the definition thereof), the payment of which is
not more specifically provided for in this Agreement; provided that the
Depositor shall not be entitled to receive reimbursement for performing
its duties under this Agreement;
(xx) Investment Income: to pay to itself income and gain realized
on the investment of funds deposited in such Certificate Account
relating to the Trust;
(xxi) Prepayment Interest Excesses: to pay the amount of the
aggregate Prepayment Interest Excesses to the Master Servicer (to the
extent not applied to Compensating Interest);
(xxii) Distribution Amount: to make payment on each Master
Servicer Remittance Date to the Excess Interest Distribution Account
pursuant to Section 5.3(c) and to the Distribution Account the amount
specified in clause (a) of the definition of Available Distribution
Amount for the related Distribution Date; and
(xxiii) Clear and Terminate: to clear and terminate the
Certificate Account pursuant to Section 10.1.
The Master Servicer shall keep and maintain a separate accounting for each
Mortgage Loan for the purpose of justifying any withdrawal from the Certificate
Account, except withdrawals pursuant to clauses (xiv), (xv), (xvii), (xviii),
(xix), and (xx) above.
(b) Scheduled Payments due in a Collection Period succeeding the Collection
Period relating to such Master Servicer Remittance Date, Prepayments received
after the related Collection Period, or other amounts not distributable on the
related Distribution Date, shall be held in the Certificate Account and shall be
distributed on the Master Servicer Remittance Date or Dates to which such
succeeding Collection Period or Periods relate.
Section 5.3 Distribution Account.
(a) The Trustee, or the Paying Agent, on behalf of the Trustee, shall
establish, on or prior to the Closing Date, and maintain in the name of the
Trustee, an account (the "Distribution Account"), to be held in trust for the
benefit of the Holders of interests in the Trust until disbursed pursuant to the
terms of this Agreement, titled: "LaSalle National Bank, as trustee, in trust
for the benefit of the Holders of Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF1, Distribution Account." The
Distribution Account shall be an Eligible Account. Funds in the Distribution
Account shall not be invested. The Distribution Account shall be held separate
and apart from and shall not be commingled with any other monies including,
without limitation, other monies of the Trustee or the Paying Agent, as
applicable, held under this Agreement.
(b) The Trustee or the Paying Agent, as applicable, shall deposit into the
Distribution Account on the Business Day received all moneys remitted by the
Master Servicer pursuant to this Agreement, including P&I Advances made by the
Master Servicer. On any Master Servicer Remittance Date, the Master Servicer
shall have no duty to remit to the Distribution Account any amounts other than
amounts held in the Certificate Account and collected during the related
Collection Period as provided in clauses (vi) and (xxii) of Section 5.2 and the
P&I Advance Amount. The Trustee or the Paying Agent, as applicable, shall make
withdrawals from the Distribution Account only for the following purposes:
(i) to withdraw amounts deposited in the Distribution Account
in error and pay such amounts to the Persons entitled thereto;
(ii) to pay any amounts payable to the Master Servicer, the
Special Servicer and the Trustee (including the Trustee's Fee), or
other expenses or other amounts permitted to be paid hereunder and not
previously paid to such Persons pursuant to Section 5.2;
(iii) to make distributions to the Certificateholders pursuant to
Section 6.4; and
(iv) to clear and terminate the Distribution Account pursuant to
Section 10.3.
(c) Prior to the Master Servicer Remittance Date relating to any Collection
Period in which Excess Interest is received, the Trustee shall establish and
maintain the Excess Interest Distribution Account in the name of the Trustee in
trust for the benefit of the Holders of the Class Q Certificates. The Excess
Interest Distribution Account shall be established and maintained as an Eligible
Account. On or before the Master Servicer Remittance Date related to the
applicable Distribution Date, the Master Servicer shall remit to the Trustee for
its deposit in the Excess Interest Distribution Account an amount equal to the
Excess Interest received during the applicable Collection Period. Following the
distribution of Excess Interest to Certificateholders on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding which
pursuant to their terms could pay Excess Interest, the Trustee shall terminate
the Excess Interest Distribution Account.
Section 5.4 Trustee Reports.
(a) Based solely on (and to the extent of the information contained in) the
Master Servicer Preliminary Remittance Report and the Master Servicer Remittance
Report provided to the Trustee by the Master Servicer (no later than 4:00 p.m.
Eastern time on the third Business Day preceding each Distribution Date and 4:00
p.m. Eastern time on the Report Date, respectively), on each Distribution Date,
the Trustee shall be required to provide or make available either electronically
or by first class mail (or such other medium as the Depositor shall reasonably
request, the incremental cost of which shall be paid in advance by the recipient
thereof), to each Certificateholder, the Rating Agencies, the Master Servicer,
the Special Servicer, the Healthcare Adviser, the Placement Agent, each
Underwriter, the Depositor and anyone the Depositor, either Placement Agent or
any Underwriter reasonably designates (i) a Monthly Certificateholders Report
(substantially in the form of Exhibit M) and (ii) a report containing
information regarding the Mortgage Loans as of the end of the related Collection
Period, which report shall contain substantially the categories of information
regarding the Mortgage Loans set forth in Appendix I to the Prospectus
Supplement and shall be presented in tabular format substantially similar to the
format utilized in such Appendix I. The Trustee shall be entitled to
conclusively rely on any such information provided to it by the Master Servicer
or the Special Servicer and shall have no obligation to verify any such
information and the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source.
In addition, the Trustee shall make available electronically or, if
requested by a Certificateholder or Certificate Owner in writing, by first class
mail at no cost to such Certificateholder or Certificate Owner, each month to
any interested party hereto, the reports described in the preceding paragraph
via the Trustee's Website, initially located at www.lnbabs.com (the "Trustee's
Website"), electronic bulletin board and its fax-on demand service. The
Trustee's electronic bulletin board may be initially accessed by calling (714)
282-3990, and its fax-on-demand service may be initially accessed by calling
(312) 904-2200. In addition, the Trustee shall also make Mortgage Loan
information as presented in the "CSSA" loan setup file format, the "CSSA" loan
periodic update file format, the Special Servicer Monthly Report available each
month to any Certificate Owner, the Rating Agencies or any other interested
party in an electronic format or, if requested by a Certificateholder or
Certificate Owner in writing, by first class mail. The Trustee shall make no
representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor. In addition, the Trustee
may disclaim responsibility for any information distributed by the Trustee of
which information the Trustee is not the original source. In connection with
providing access to the Trustee's Website or electronic bulletin board, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
shall not be liable solely for the dissemination of information in accordance
with this Agreement; provided that this sentence shall not in any way limit the
liability the Trustee may otherwise have in performance of its duties hereunder.
(b) Subject to Section 8.15, upon advance written request, if required by
federal regulation, of any Certificateholder that is a savings association,
bank, or insurance company, the Trustee shall provide (to the extent in its
possession) to each such Certificateholder such reports and access to
non-privileged information and documentation regarding the Mortgage Loans and
the Certificates as such Certificateholder may reasonably deem necessary to
comply with applicable regulations of the Office of Thrift Supervision or
successor or other regulatory authorities with respect to investment in the
Certificates; provided that the Trustee shall be entitled to be reimbursed by
such Certificateholder for the Trustee's actual expenses incurred in providing
such reports and access.
(c) 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 the items (in clauses
(i) and (ii) of the definition of Monthly Certificateholders Report) provided to
Certificateholders pursuant to this Section 5.4 on an annual basis and such
other customary information as the Trustee deems may be necessary or desirable
for such Holders to prepare their federal income tax returns. Such information
shall be deemed to have been furnished to Certificateholders to the extent it
has been provided to Certificateholders pursuant to the applicable provisions of
the Code from time to time in force.
(d) On each Distribution Date, the Trustee shall deliver to the Placement
Agent, the Underwriters, the Rating Agencies, the Depositor, the Sellers, the
Operating Adviser, the Healthcare Adviser, the Master Servicer, the Special
Servicer, anyone the Depositor or the Placement Agent or Underwriter reasonably
designates, and upon request to any Certificateholder, Certificate Owner (as
identified by such Certificate Owner) or prospective Certificate Owner (as
identified to the Trustee by any existing Certificateholder or Certificate
Owner), a report substantially in the form of Exhibit Q (which may be delivered
in an electronic medium as the Trustee may determine from time to time) with the
information contained therein updated to the date of such report.
(e) The Trustee shall afford the Rating Agencies, the Depositor, the
Sellers, the Master Servicer, the Special Servicer, the Healthcare Adviser, the
Operating Adviser, any Certificateholder, prospective Certificate Owner or any
Person reasonably designated by either Placement Agent, or any Underwriter upon
reasonable notice and during normal business hours, reasonable access to all
relevant, non-attorney privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all other relevant matters relating
to this Agreement, and access to Responsible Officers of the Trustee.
Copies (or computer diskettes or other digital or electronic copies of such
information if reasonably available in lieu of paper copies) of any and all of
the foregoing items of this Section 5.4 shall be made available by the Trustee
upon reasonably prior written request; provided, however, that the Trustee shall
be permitted to require payment by the requesting party (other than the
Depositor, the Sellers, the Master Servicer, the Special Servicer, either
Placement Agent or any Underwriter or any Rating Agency) of a sum sufficient to
cover the reasonable expenses actually incurred by the Trustee of providing
access or copies (including electronic or digital copies) of any such
information requested in accordance with the preceding sentence.
Section 5.5 Trustee Tax Reports. The Trustee shall perform all reporting
and other tax compliance duties that are the responsibility of each REMIC Pool
under the Code, REMIC Provisions, or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority. Consistent with
this Pooling and Servicing Agreement, the Trustee shall provide or cause to be
provided (i) to the Internal Revenue Service or other Persons (including, but
not limited to, the transferor of a Class R-I, Class R-II or Class R-III
Certificate, to a Disqualified Organization or to an agent that has acquired a
Class R-I, Class R-II or Class R-III Certificate on behalf of a Disqualified
Organization) such information as is necessary for the application of any tax
relating to the transfer of a Class R-I, Class R-II or Class R-III Certificate
to any Disqualified Organization and (ii) to the Certificateholders such
information or reports as are required by the Code or REMIC Provisions. The
Master Servicer shall on a timely basis provide the Trustee with such
information concerning the Mortgage Loans as is necessary for the preparation of
the tax or information returns or receipts of each REMIC Pool as the Trustee may
reasonably request from time to time. The Special Servicer is required to
provide to the Master Servicer all information in its possession with respect to
the Specially Serviced Mortgage Loans in order for the Master Servicer to comply
with its obligations under this Section 5.5. The Trustee shall be entitled to
conclusively rely on any such information provided to it by the Master Servicer
or the Special Servicer and shall have no obligation to verify any such
information.
ARTICLE VI
DISTRIBUTIONS
Section 6.1 Distributions Generally. Subject to Section 10.2(a), respecting
the final distribution on the Certificates, on each Distribution Date, the
Trustee shall (1) first, withdraw from the Distribution Account and pay to the
Trustee or the Paying Agent, on behalf of the Trustee, any unpaid fees, expenses
and other amounts then required to be paid pursuant to this Agreement, and then,
at the written direction of the Master Servicer, withdraw from the Distribution
Account and pay to the Master Servicer and Special Servicer any unpaid servicing
compensation or other amounts currently required to be paid pursuant to this
Agreement (to the extent not previously withdrawn by the Master Servicer from
the Certificate Account), and (2) second, make distributions in the manner and
amounts set forth below.
Each distribution to Holders of Certificates shall be made by check mailed
to such Holder's address as it appears on the Certificate Register of the
Certificate Registrar or, upon written request to the Trustee or the Paying
Agent no later than five days after the related Record Date (or upon standing
instructions given to the Trustee or the Paying Agent on the Closing Date or
within five days after any Record Date, which instructions may be revoked at any
time thereafter upon written notice to the Trustee or the Paying Agent five days
after the related Record Date) made by a Certificateholder by wire transfer in
immediately available funds to an account specified in the request of such
Certificateholder; provided, that (i) remittances to the Trustee shall be made
by wire transfer of immediately available funds to the Distribution Account; and
(ii) the final distribution in respect of any Certificate shall be made only
upon presentation and surrender of such Certificate at such location specified
by the Trustee in a notice delivered to Certificateholders pursuant to Section
10.2(a). If any payment required to be made on the Certificates is to be made on
a day that is not a Business Day, then such payment will be made on the next
succeeding Business Day without compensation for such delay. All distributions
or allocations made with respect to Holders of Certificates of a Class on each
Distribution Date shall be made or allocated among the outstanding Interests in
such Class in proportion to their respective initial Certificate Balances.
Section 6.2 REMIC I.
(a) On each Distribution Date, the Trustee shall be deemed to distribute to
itself, as holder of the REMIC I Regular Interests, for the following purposes
and in the following order of priority:
(i) from the portion of the Available Distribution Amount
attributable to interest collected or deemed collected on or with
respect to each Mortgage Loan or REO Property, Distributable
Certificate Interest to each Corresponding REMIC I Regular Interest;
(ii) from the portion of the Available Distribution Amount
attributable to principal collected or deemed collected on or with
respect to each Mortgage Loan or REO Property, principal to the
Corresponding REMIC I Regular Interest, until the Certificate Balance
thereof is reduced to zero;
(iii) any remaining funds, to reimburse any Realized Losses
previously allocated to the REMIC I Regular Interests, plus interest on
such Realized Losses previously allocated thereto, compounded monthly
at the applicable Pass-Through Rates; and
(iv) thereafter, to the Class R-I Certificateholders.
Section 6.3 REMIC II.
(a) On each Distribution Date, the Trustee shall be deemed to distribute to
itself, as holder of the REMIC II Regular Interests, for the following purposes
and in the following order of priority:
(i) concurrently, (A) from the Group 1 Available Distribution
Amount, to the REMIC II Regular Interest A-1 and REMIC II Regular
Interest A-2, pro rata, the Distributable Certificate Interest for each
such Class for such Distribution Date, (B) from the Group 2 Available
Distribution Amount, to the REMIC II Regular Interest A-MF1, the
Distributable Certificate Interest for such Class for such Distribution
Date, (C) from the Group 3 Available Distribution Amount, to the REMIC
II Regular Interest A-MF1 and REMIC II Regular Interest A-MF2, the
Distributable Certificate Interest for such Class for such Distribution
Date and (D) from the Available Distribution Amount, the amount payable
to the REMIC II Regular Interest A-1, REMIC II Regular Interest A-2,
REMIC II Regular Interest A-MF1, REMIC II Regular Interest A-MF2, REMIC
II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F,
REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M and REMIC II Regular Interest
N, pro rata, with respect to the Class X Component Amount for the Class
of Principal Balance Certificates having the same alphabetical and
numeric designation; provided, however, that if either the Group 1
Available Distribution Amount, the Group 2 Available Distribution
Amount or the Group 3 Available Distribution Amount is insufficient to
pay in full the Distributable Certificate Interest to be distributed to
any such related Classes as described above, the Available Distribution
Amount shall be allocated among all such REMIC II Regular Interests,
pro rata, in proportion to such Distributable Certificate Interest,
without regard to Loan Group;
(ii) to the REMIC II Regular Interest A-MF1, in reduction of the
Certificate Balance thereof, until the Certificate Balance thereof has
been reduced to zero, an amount up to the A-MF1 Principal Distribution
Amount for such Distribution Date from amounts received with respect to
Loan Group 2; and to the REMIC II Regular Interest A-MF2, in reduction
of the Certificate Balance thereof, until the Certificate Balance
thereof has been reduced to zero, an amount up to the A-MF2 Principal
Distribution Amount for such Distribution Date from amounts received
with respect to Loan Group 3;
(iii) to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-MF1 and REMIC II Regular
Interest A-MF2, in reduction of the Certificate Balances thereof an
amount up to the Principal Distribution Amount for such Distribution
Date remaining after the distribution set forth in clause (ii), in the
following order of priority:
first, to the REMIC II Regular Interest A-1, until the
Certificate Balance thereof has been reduced to zero;
second, to the REMIC II Regular Interest A-2, until the
Certificate Balance thereof has been reduced to zero; and
third, to the REMIC II Regular Interest A-MF1 and REMIC II
Regular Interest A-MF2, pro rata, until the Certificate
Balance thereof has been reduced to zero;
(iv) to REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2, REMIC II Regular Interest A-MF1, REMIC II Regular Interest A-MF2,
REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II
Regular Interest D, REMIC II Regular Interest E, REMIC II Regular
Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H,
REMIC Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M and REMIC II Regular Interest
N, pro rata on the basis of their respective entitlements to
reimbursement described in this clause (iv), to reimburse any Realized
Losses and Expenses Losses previously allocated to REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1 and REMIC II Regular Interest A-MF2 and to reimburse Realized
Interest Losses and Expense Losses previously allocated to REMIC II
Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F,
REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M and REMIC II Regular Interest
N, pro rata as a result of the allocation of Realized Interest Losses
and Expense Losses to the Class X Certificates, plus interest on such
amounts compounded monthly at one-twelfth of the applicable
Pass-Through Rate;
(v) to the REMIC II Regular Interest B, the remainder of the
Distributable Certificate Interest for such Distribution Date to the
extent not distributed pursuant to clause (i) above;
(vi) upon payment in full of the Certificate Balances of the REMIC
II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II
Regular Interest A-MF1, and REMIC II Regular Interest A-MF2, to the
REMIC II Regular Interest B, the Principal Distribution Amount for such
Distribution Date (reduced by any portion thereof deemed to be
distributed to the REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2, REMIC II Regular Interest A-MF1 and REMIC II Regular
Interest A-MF2), until the Certificate Balance of the REMIC II Regular
Interest B has been reduced to zero;
(vii) to the REMIC II Regular Interest B, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(viii) to the REMIC II Regular Interest C, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(ix) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest B, to the REMIC II Regular Interest C, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, and REMIC II Regular Interest
B), until the Certificate Balance of the REMIC II Regular Interest C
has been reduced to zero;
(x) to the REMIC II Regular Interest C, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate to the extent not
distributed pursuant to clause (iv) above;
(xi) to the REMIC II Regular Interest D, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xii) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest C, to the REMIC II Regular Interest D, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B and
REMIC II Regular Interest C), until the Certificate Balance of the
REMIC II Regular Interest D has been reduced to zero;
(xiii) to the REMIC II Regular Interest D, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xiv) to the REMIC II Regular Interest E, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xv) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest D, to the REMIC II Regular Interest E, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C and REMIC II Regular Interest D), until the
Certificate Balance of the REMIC II Regular Interest E has been reduced
to zero;
(xvi) to the REMIC II Regular Interest E, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xvii) to the REMIC II Regular Interest F, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xviii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest E, to the REMIC II Regular Interest F, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D and REMIC II
Regular Interest E), until the Certificate Balance of the REMIC II
Regular Interest F has been reduced to zero;
(xix) to the REMIC II Regular Interest F, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xx) to the REMIC II Regular Interest G, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxi) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest F, to the REMIC II Regular Interest G, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E and REMIC II Regular Interest F), until the
Certificate Balance of the REMIC II Regular Interest G has been reduced
to zero;
(xxii) to the REMIC II Regular Interest G, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xxiii) to the REMIC II Regular Interest H, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxiv) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest G, to the REMIC II Regular Interest H, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F and REMIC II Regular
Interest G), until the Certificate Balance of the REMIC II Regular
Interest H has been reduced to zero;
(xxv) to the REMIC II Regular Interest H, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xxvi) to the REMIC II Regular Interest J, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxvii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest H, to the REMIC II Regular Interest J, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
Interest G and REMIC II Regular Interest H), until the Certificate
Balance of the REMIC II Regular Interest J has been reduced to zero;
(xxviii) to the REMIC II Regular Interest J, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xxix) to the REMIC II Regular Interest K, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxx) upon payment in full of the Certificate Balance of the REMIC
II Regular Interest J to the REMIC II Regular Interest K, the Principal
Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1,
REMIC II Regular Interest A-2, REMIC II Regular Interest A-MF1, REMIC
II Regular Interest A-MF2, REMIC II Regular Interest B, REMIC II
Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G,
REMIC II Regular Interest H and REMIC II Regular Interest J), until the
Certificate Balance of the REMIC II Regular Interest K has been reduced
to zero;
(xxxi) to the REMIC II Regular Interest K, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xxxii) to the REMIC II Regular Interest L, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxxiii) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest K to the REMIC II Regular Interest L, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J
and REMIC II Regular Interest K), until the Certificate Balance of the
REMIC II Regular Interest L has been reduced to zero;
(xxxiv) to the REMIC II Regular Interest L, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xxxv) to the REMIC II Regular Interest M, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxxvi) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest L to the REMIC II Regular Interest M, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K and REMIC II Regular Interest L), until the
Certificate Balance of the REMIC II Regular Interest M has been reduced
to zero;
(xxxvii) to the REMIC II Regular Interest M, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above;
(xxxviii) to the REMIC II Regular Interest N, the remainder of the
Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i)
above;
(xxxix) upon payment in full of the Certificate Balance of the
REMIC II Regular Interest M to the REMIC II Regular Interest N, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K, REMIC II Regular Interest L and REMIC II
Regular Interest M), until the Certificate Balance of the REMIC II
Regular Interest N has been reduced to zero;
(xl) to the REMIC II Regular Interest N, to reimburse any
unreimbursed Realized Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate, to the extent not
distributed pursuant to clause (iv) above; and
(xli) thereafter, to the Class R-II Certificateholders.
Notwithstanding the foregoing, on each Distribution Date occurring on or after
the earliest date, if any, upon which the Certificate Balances of all REMIC II
Regular Interests (other than the REMIC II Regular Interest A-1, the REMIC II
Regular Interest A-2, the REMIC II Regular Interest A-MF1 and the REMIC II
Regular Interest A-MF2) have been reduced to zero or the aggregate Appraisal
Reduction in effect is greater than or equal to Certificate Balances of all
REMIC II Regular Interests (other than the REMIC II Regular Interest A-1, REMIC
II Regular Interest A-2, the REMIC II Regular Interest A-MF1 and the REMIC II
Regular Interest A-MF2), the Principal Distribution Amount will be distributed
in the following order of priority, (i) to the Holders of the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-MF1 and
REMIC II Regular Interest A-MF2, pro rata, based on their respective Certificate
Balances, in reduction of their respective Certificate Balances, until the
Certificate Balance of each such Class is reduced to zero; and, (ii) to the
Holders of the REMIC II Regular Interest A-1, REMIC II Regular Interest A-2,
REMIC II Regular Interest A-MF1 and REMIC II Regular Interest A-MF2, pro rata,
based on their respective Certificate Balances, for the unreimbursed amount of
Realized Losses and Expense Losses previously allocated to such REMIC II Regular
Interests.
Section 6.4 REMIC III.
(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf
of the Trustee) shall withdraw from the Distribution Account an amount equal to
the Available Distribution Amount and shall distribute such amount in the
following amounts and order of priority:
(i) concurrently, (A) from the Group 1 Available Distribution
Amount, to the Class A-1 and Class A-2 Certificates pro rata, the
Distributable Certificate Interest Amount for each such Class for such
Distribution Date, (B) from the Group 2 Available Distribution Amount,
to the Class A-MF1 Certificates, the Distributable Certificate Interest
Amount for such Class for such Distribution Date, (C) from the Group 3
Available Distribution Amount, to the Class A-MF2 Certificates, the
Distributable Certificate Interest Amount for such Class for such
Distribution Date and (D) from the Available Distribution Amount,
Distributable Certificate Interest for the Class X Certificates for
such Distribution Date; provided, however, that if either the Group 1
Available Distribution Amount, the Group 2 Available Distribution
Amount or the Group 3 Available Distribution Amount is insufficient to
pay in full the Distributable Certificate Interest to be distributed to
any such related Classes as described above, the Available Distribution
Amount shall be allocated among all such Classes pro rata in proportion
to such Distributable Certificate Interest, without regard to Loan
Group;
(ii) to the Class A-MF1 Certificates, in reduction of the
Certificate Balance thereof, until the Certificate Balance thereof has
been reduced to zero, an amount up to the A-MF1 Principal Distribution
Amount for such Distribution Date from the amounts received with
respect to Loan Group 2; and to the Class A-MF2 Certificates, in
reduction of the Certificate Balance thereof, until the Certificate
Balance thereof has been reduced to zero, an amount up to the A-MF2
Principal Distribution Amount for such Distribution Date from the
amounts received with respect to Loan Group 3;
(iii) to the Class A-1, Class A-2, Class A-MF1 and Class A-MF2
Certificates, in reduction of the Certificate Balances thereof an
amount up to the Principal Distribution Amount for such Distribution
Date remaining after the distribution set forth in clause (ii), in the
following order of priority:
first, to the Class A-1 Certificates, until the
Certificate Balance thereof has been reduced to zero;
second, to the Class A-2 Certificates, until the
Certificate Balance thereof has been reduced to zero; and
third, to the Class A-MF1 Certificates and Class A-MF2
Certificates, pro rata, until the Certificate Balance
thereof has been reduced to zero;
(iv) to the Holders of the Class A Certificates and Class X
Certificates, pro rata on the basis of their respective entitlements
to reimbursement described in this clause (iv), to reimburse any
Realized Interest Losses and Expense Losses previously allocated
thereto, plus interest on such amounts compounded monthly at
one-twelfth the applicable Pass-Through Rate;
(v) to the Holders of the Class A-1 Certificates, the Class A-2
Certificates, Class A-MF1 and Class A-MF2 Certificates, pro rata on
the basis of their respective entitlements to reimbursement described
in this clause (v), to reimburse any Realized Principal Losses and
Expense Losses previously allocated thereto and not reimbursed
pursuant to clause (iv) above, plus interest on such amounts
compounded monthly at one-twelfth the applicable Pass-Through Rate;
(vi) to the Holders of the Class B Certificates, Distributable
Certificate Interest for such Distribution Date;
(vii) upon payment in full of the Certificate Balance of the
Class A Certificates, to the Holders of the Class B Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A
Certificates), until the Certificate Balance of the Class B
Certificates has been reduced to zero;
(viii) to the Holders of the Class B Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(ix) to the Holders of the Class C Certificates, Distributable
Certificate Interest for such Distribution Date;
(x) upon payment in full of the Certificate Balance of the Class
B Certificates, to the Holders of the Class C Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A and
Class B Certificates), until the Certificate Balance of the Class C
Certificates has been reduced to zero;
(xi) to the Holders of the Class C Certificates, to reimburse any
Realized Losses and Expense Losses previously allocated thereto, plus
interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xii) to the Holders of the Class D Certificates, Distributable
Certificate Interest for such Distribution Date;
(xiii) upon payment in full of the Certificate Balance of the
Class C Certificates, to the Holders of the Class D Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class B
and Class C Certificates), until the Certificate Balance of the Class
D Certificates has been reduced to zero;
(xiv) to the Holders of the Class D Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xv) to the Holders of the Class E Certificates, Distributable
Certificate Interest for such Distribution Date;
(xvi) upon payment in full of the Certificate Balance of the
Class D Certificates, to the Holders of the Class E Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C and Class D Certificates), until the Certificate Balance of
the Class E Certificates has been reduced to zero;
(xvii) to the Holders of the Class E Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xviii) to the Holders of the Class F Certificates, Distributable
Certificate Interest for such Distribution Date;
(xix) upon payment in full of the Certificate Balance of the
Class E Certificates, to the Holders of the Class F Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D and Class E Certificates), until the Certificate
Balance of the Class F Certificates has been reduced to zero;
(xx) to the Holders of the Class F Certificates, to reimburse any
Realized Losses and Expense Losses previously allocated thereto, plus
interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xxi) to the Holders of the Class G Certificates, Distributable
Certificate Interest for such Distribution Date;
(xxii) upon payment in full of the Certificate Balance of the
Class F Certificates, to the Holders of the Class G Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E and Class F Certificates), until the
Certificate Balance of the Class G Certificates has been reduced to
zero;
(xxiii) to the Holders of the Class G Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xxiv) to the Holders of the Class H Certificates, Distributable
Certificate Interest for such Distribution Date;
(xxv) upon payment in full of the Certificate Balance of the
Class G Certificates, to the Holders of the Class H Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E, Class F and Class G Certificates), until
the Certificate Balance of the Class H Certificates has been reduced
to zero;
(xxvi) to the Holders of the Class H Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xxvii) to the Holders of the Class J Certificates, Distributable
Certificate Interest for such Distribution date;
(xxviii) upon payment in full of the Certificate Balance of the
Class H Certificates, to the Holders of the Class J Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by a
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates), until the Certificate Balance of the Class J
Certificates has been reduced to zero;
(xxix) to the Holders of the Class J Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xxx) to the Holders of the Class K Certificates, Distributable
Certificate Interest for such Distributable Date;
(xxxi) upon payment in full of the Certificate Balance of the
Class J Certificates, to the Holders of the Class K Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
Certificates), until the Certificate Balance of the Class K
Certificates has been reduced to zero;
(xxxii) to the Holders of the Class K Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate;
(xxxiii) to the Holders of the Class L Certificates,
Distributable Certificate Interest for such Distributable Date;
(xxxiv) upon payment in full of the Certificate Balance of the
Class K Certificates, to the Holders of the Class L Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and
Class K Certificates), until the Certificate Balance of the Class N
Certificates has been reduced to zero;
(xxxv) to the Holders of the Class L Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate; and
(xxxvi) to the Holders of the Class M Certificates, Distributable
Certificate Interest for such Distributable Date;
(xxxvii) upon payment in full of the Certificate Balance of the
Class L Certificates, to the Holders of the Class M Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K and Class L Certificates), until the Certificate Balance of
the Class M Certificates has been reduced to zero;
(xxxviii) to the Holders of the Class M Certificates, to
reimburse any Realized Losses and Expense Losses previously allocated
thereto, plus interest on such compounded monthly at one-twelfth the
applicable Pass-Through Rate; and
(xxxix) to the Holders of the Class N Certificates, Distributable
Certificate Interest for such Distributable Date;
(xl) upon payment in full of the Certificate Balance of the Class
M Certificates, to the Holders of the Class N Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by
any portion thereof distributed to the Holders of the Class A, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, and
Class K, Class L, and Class M Certificates), until the Certificate
Balance of the Class N Certificates has been reduced to zero;
(xli) to the Holders of the Class N Certificates, to reimburse
any Realized Losses and Expense Losses previously allocated thereto,
plus interest on such amounts compounded monthly at one-twelfth the
applicable Pass-Through Rate; and
(xlii) to the Holders of the Class R-III Certificates at such
time as the Certificate Balances of all Classes of REMIC Regular
Certificates have been reduced to zero, and Realized Losses previously
allocated to each Holder have been reimbursed to the Holders of the
REMIC Regular Certificates, any amounts remaining on deposit in the
Distribution Account.
Notwithstanding the foregoing, on each Distribution Date occurring on or
after the earliest date, if any, upon which the Certificate Balances of all
Classes of Subordinate Certificates have been reduced to zero or the aggregate
Appraisal Reduction in effect is greater than or equal to Certificate Balances
of all Classes of Subordinate Certificates, the Principal Distribution Amount
will be distributed in the following order of priority, (i) concurrently, to the
Holders of the Class A-1, Class A-2, Class A-MF1 Certificates and Class A-MF2
Certificates, pro rata, based on their respective Distributable Certificate
Interest, in reduction of their respective Certificate Balances, until the
Certificate Balance of each such Class is reduced to zero, (ii) to the Holders
of the Class A-1, Class A-2, Class A-MF1 Certificates and Class A-MF2
Certificates, pro rata, based on their respective Certificate Balances, in
reduction of their respective Certificate Balances, until the Certificate
Balance of each such Class is reduced to zero; and, (iii) to the Holders of the
Class A-1, Class A-2, Class A-MF1 Certificates and Class A-MF2 Certificates, pro
rata, based on their respective Certificate Balances, for the unreimbursed
amount of Realized Losses and Expense Losses previously allocated to such
Classes.
(b) On any applicable Distribution Date, Excess Interest for such
Distribution Date shall be distributed to the Holders of the Class Q
Certificates from amounts on deposit in the Excess Interest Distribution
Account.
Section 6.5 Allocation of Realized Losses, Expense Losses and Shortfalls
Due to Nonrecoverability.
(a) REMIC I. On each Distribution Date, except as provided in subsection
(b) below,
(i) Realized Principal Losses on each Mortgage Loan realized
during the related Collection Period shall reduce the Certificate
Balance of the Corresponding REMIC I Regular Interest;
(ii) Realized Interest Losses on each Mortgage Loan shall be
allocated to reduce first, Distributable Certificate Interest for such
Distribution Date, and then Unpaid Interest in each case owing on the
Corresponding REMIC I Regular Interest; and to the extent that such
Realized Interest Loss exceeds such amount, shall be treated as an
Expense Loss;
(iii) Expense Losses (not otherwise applied above) realized during
the related Collection Period shall be allocated among the REMIC I
Regular Interests in proportion to their Certificate Balances after
making all other allocations for such Distribution Date.
(b) In the event that the Master Servicer, the Trustee or the Fiscal Agent
determines that an Advance previously made by it is a Nonrecoverable Advance and
the Master Servicer withdraws the amount of such Advance from the Certificate
Account pursuant to Section 5.2(a) hereof (which amount shall be treated as an
Available Advance Reimbursement Amount pursuant to Section 4.6), it shall
determine the portion of the amount so withdrawn that is attributable to (w)
interest on the related Mortgage Loan; (x) principal on the related Mortgage
Loan; (y) Servicing Advances; and (z) Advance Interest. The portion of the
amount so withdrawn from the Certificate Account that is allocable to:
(i) amounts previously advanced as interest on the related
Mortgage Loan shall reduce the Available Distribution Amount for REMIC
I and shall be allocated to reduce the amount of interest paid on each
REMIC I Regular Interest on such Distribution Date in proportion to
Distributable Certificate Interest otherwise payable thereon, and shall
result in Unpaid Interest on each such REMIC I Regular Interest;
(ii) amounts previously advanced as principal on the related
Mortgage Loan shall reduce the Available Distribution Amount for REMIC
I and shall be allocated to reduce the principal paid on each REMIC I
Regular Interest on which principal would otherwise be paid on such
Distribution Date, in proportion to such principal payments; and
(iii) amounts previously advanced as Servicing Advances, as well
as Advance Interest owing to the Master Servicer, the Trustee or the
Fiscal Agent with respect to Advances shall be treated as Expense
Losses and allocated in accordance with Section 6.5(a)(iii) above.
(c) At such time as a Final Recovery Determination is made with respect to
any Mortgage Loan with respect to which the Master Servicer previously had
withdrawn amounts from the Certificate Account following a determination that
Advances previously made were Nonrecoverable Advances, or at such other time as
a Realized Loss shall occur with respect to any such Mortgage Loan, the Master
Servicer shall compute the Realized Loss with respect to such Mortgage Loan and
the Trustee shall allocate such Realized Loss as follows:
(i) to the extent that any Realized Principal Loss does not exceed
the Certificate Balance on the Corresponding REMIC I Regular Interest,
such Realized Principal Loss shall be allocated to such REMIC I Regular
Interest; and to the extent that any Realized Principal Loss exceeds
the Certificate Balance of the Corresponding REMIC I Regular Interest,
such Realized Principal Loss shall be allocated to the other
Corresponding REMIC I Regular Interests with respect to which
distributions of principal were reduced pursuant to Section 6.5(b)(ii)
above, in proportion to the amount of such reductions;
(ii) any Realized Interest Loss shall be allocated to the
Corresponding REMIC I Interest to the extent of Unpaid Interest thereon
and any remaining portion of the Realized Interest Loss shall be
allocated as a Realized Interest Loss on each REMIC I Regular Interest
with respect to which Unpaid Interest was created pursuant to Section
6.5(b)(i) above in proportion to the amount of Unpaid Interest
resulting from the reduction in distributions of interest on such REMIC
I Regular Interest pursuant to Section 6.5(b)(i) above;
(iii) the portion of the amount recovered on the Mortgage Loan
with respect to which amounts were withdrawn from the Certificate
Account that are treated as recoveries of principal on the Mortgage
Loan shall be applied first, to make payments of principal on the
Corresponding REMIC I Regular Interest until the Certificate Balance
thereof is reduced to zero and thereafter to make payments of principal
to the Corresponding REMIC I Regular Interests with respect to which
principal distributions were reduced pursuant to Section 6.5(b)(ii)
above, in proportion to the amount of such reductions;
(iv) the portion of the amount recovered on the Mortgage Loan with
respect to which amounts were withdrawn from the Certificate Account
that are treated as recoveries of interest on the Mortgage Loan shall
be applied first, to make payments of Unpaid Interest on the
Corresponding REMIC I Regular Interest and thereafter to make payments
of interest on each REMIC I Interest with respect to which Unpaid
Interest was created pursuant to Section 6.5(b)(i) above in proportion
to the amount of Unpaid Interest resulting from the reduction in
distributions of interest on such REMIC I Regular Interest pursuant to
Section 6.5(b)(i) above; and
(v) the portion of the amount recovered on the Mortgage Loan with
respect to which amounts were withdrawn from the Certificate Account
that is treated as a recovery of expenses on the Mortgage Loan shall be
applied in reimbursement of Expense Losses on each REMIC I Regular
Interest with respect to which an Expense Loss was created pursuant to
Section 6.5(b)(iii) above in proportion to the amount of the Expense
Loss allocated thereto pursuant to Section 6.5(b)(iii) above.
(d) REMIC II. On each Distribution Date, all Realized Losses and Expense
Losses on the REMIC I Interests for such Distribution Date (or for prior
Distribution Dates, to the extent not previously allocated) shall be allocated
to the Corresponding REMIC II Regular Interests in the amounts and in the manner
as will be allocated to the REMIC Regular Certificates relating thereto pursuant
to Section 6.5(e). Realized Interest Losses and Expense Losses allocable to
interest allocated to the Class X Certificates shall be allocated among REMIC II
Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest
A-MF1, REMIC II Regular Interest A-MF2, REMIC II Regular Interest B, REMIC II
Regular Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E,
REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II Regular
Interest J, REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II
Regular Interest M and REMIC II Regular Interest N pro rata based on the product
of the Certificate Balance of such REMIC II Regular Interest and the Class X
Strip Rate (if any) applicable to the Class of Certificates relating to such
REMIC II Regular Interest.
(e) REMIC III. On each Distribution Date, all Realized Losses on the REMIC
III Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the REMIC
Regular Certificates in Reverse Sequential Order, with such reductions with
respect to Realized Interest Losses being allocated among the Class A-1
Certificates, Class A-2 Certificates, Class A-MF1 Certificates, Class A-MF2
Certificates and Class X Certificates, pro rata, and such reductions with
respect to Realized Principal Losses allocated among the Class A-1 Certificates,
the Class A-2 Certificates, Class A-MF1 Certificates and Class A-MF2
Certificates, pro rata, in each case reducing (A) the Certificate Balance of
such Class until such Certificate Balance is reduced to zero (in the case of the
Class A Certificates); (B) Unpaid Interest owing to such Class to the extent
thereof; and (C) Distributable Certificate Interest owing to such Class,
provided, that Realized Losses and Expense Losses shall not reduce the aggregate
Certificate Balance of the REMIC Regular Certificates below the sum of the
aggregate Certificate Balances of the REMIC II Regular Interests.
Section 6.6 Net Aggregate Prepayment Interest Shortfalls. On each
Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in REMIC I
shall be allocated among the REMIC I Regular Interests, pro rata in proportion
to the Accrued Certificate Interest for each such REMIC I Regular Interest for
such Distribution Date and shall reduce Distributable Certificate Interest for
each such Interest. On each Distribution Date, any Net Aggregate Prepayment
Interest Shortfalls in REMIC II shall be allocated among the REMIC II Regular
Interests, pro rata in proportion to the Accrued Certificate Interest for each
such REMIC II Regular Interest for such Distribution Date and shall reduce
Distributable Certificate Interest for each such Interest. On each Distribution
Date, the amount of any Net Aggregate Prepayment Interest Shortfalls on the
REMIC III Regular Interests in the aggregate shall be allocated to the Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C and Class B Certificates, in that order, and then to the Class A-1,
Class A-2, Class A-MF1, Class A-MF2 Certificates and Class X Certificates, pro
rata, in each case reducing interest otherwise payable thereon. The amount of
Net Aggregate Prepayment Interest Shortfalls allocated to a Class of
Certificates pursuant to the preceding sentence shall reduce the Distributable
Certificate Interest for such Class for such Distribution Date.
Section 6.7 Adjustment of Servicing Fees. The Master Servicing Fee payable
to the Master Servicer shall be adjusted by any payment of Compensating
Interest. Any amount retained by REMIC I as a result of a reduction of the
Servicing Fee shall be treated as interest collected with respect to the prepaid
Mortgage Loans with respect to which the Servicing Fee adjustment occurs.
Section 6.8 Appraisal Reductions. Not later than the date on which an
Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing such Mortgage Loan, if such Stated
Principal Balance exceeds $1,000,000 or (B) at the option of the Special
Servicer, if such Stated Principal Balance is less than or equal to $1,000,000,
either an internal valuation prepared by the Special Servicer in accordance with
MAI Standards or an Appraisal which in all cases shall be completed as of the
date that such Mortgage Loan becomes a Required Appraisal Loan; provided that if
the Special Servicer had completed or obtained an Appraisal or internal
valuation within the immediately prior 12 months, the Special Servicer may rely
on such Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the Special Servicer is
required to obtain an MAI appraisal of a Mortgaged Property after receipt of
notice of the events described in clauses (ii) or (iv) of the definition of
Appraisal Event, such appraisal will be obtained no later than 60 days after
receipt of such notice and an internal valuation will be obtained no later than
30 days after receipt of such notice (but in no case later than 120 days
following the filing referred to in clause (ii) of the definition of Appraisal
Event. Such Appraisal or valuation shall be conducted in accordance with the
definition of "market value" as set forth in 12 C.F.R. ss. 225.65 and shall be
updated at least annually to the extent such Mortgage Loan remains a Required
Appraisal Loan. The cost of any such Appraisal or valuation, if not performed by
the Special Servicer, shall be an expense of the Trust and may be paid from REO
Income, treated as an Additional Trust Expense or, to the extent collections
from such related Mortgage Loan does not cover the expense, such unpaid expense
shall be advanced by the Master Servicer in which event it shall be treated as a
Servicing Advance, subject to Section 4.4 hereof. The Master Servicer, based on
the Appraisal or internal valuation provided to it by the Special Servicer,
shall calculate any Appraisal Reduction. The Master Servicer shall calculate or
recalculate the Appraisal Reduction for any Mortgage Loan based on updated
Appraisals or internal valuations provided from time to time to it by the
Special Servicer.
Section 6.9 Compliance with Withholding Requirements. Notwithstanding any
other provision of this Agreement to the contrary, the Trustee (or the Paying
Agent on behalf of the Trustee) shall comply with all federal withholding
requirements with respect to payments to Certificateholders of interest,
original issue discount, or other amounts that the Trustee reasonably believes
are applicable under the Code. The consent of Certificateholders shall not be
required for any such withholding and any amount so withheld shall be regarded
as distributed to the related Certificateholders for purposes of this Agreement.
In the event the Trustee or the Paying Agent withholds any amount from payments
made to any Certificateholder pursuant to federal withholding requirements, the
Trustee shall indicate to such Certificateholder the amount withheld. Amounts
withheld pursuant to this Section 6.9 shall be treated as having been
distributed to the related Certificateholder for all purposes of this Agreement.
Section 6.10 Prepayment Premiums. On each Distribution Date, the Trustee
shall be deemed to distribute to itself, as holder of the REMIC I Regular
Interests, any Prepayment Premiums collected on or with respect to the Group 1
Mortgage Loans. On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as holder of the REMIC I Regular Interests, any Prepayment
Premiums collected on or with respect to the Group 2 Mortgage Loans. On each
Distribution Date, the Trustee shall be deemed to distribute to itself, as
holder of the REMIC I Regular Interests, any Prepayment Premiums collected on or
with respect to the Group 3 Mortgage Loans. On each Distribution Date, the
Trustee shall be deemed to distribute to itself, as holder of the REMIC II
Regular Interests, any Prepayments Premiums deemed distributed to the REMIC I
Regular Interests, to be deemed distributed to the REMIC II Regular Interest
then entitled to distributions of principal from the Principal Distribution
Amount (or, if more than one Class of such REMIC II Regular Interests is
entitled to distributions of principal from the Principal Distribution Amount,
such Prepayment Premiums shall be deemed to be allocated among such Classes on a
pro rata basis in accordance with the relative amounts of such deemed
distributions of principal). Any Prepayment Premium collected with respect to a
Mortgage Loan during any particular Collection Period will be distributed to the
REMIC Regular Certificates on the following Distribution Date as follows: (i)
Prepayment Premiums collected on the Group 1 Mortgage Loans shall be distributed
to the Class A-1, Class A-2, Class B, Class C, Class D and Class E Certificates,
which are entitled to distributions of principal from the Principal Distribution
Amount for such Distribution Date, in an amount equal to the product of (a) a
fraction whose numerator is the amount distributed as principal to such Class on
such Distribution Date, and whose denominator is the total amount distributed as
principal to the Principal Balance Certificates (other than the Class A-MF1 and
Class A-MF2 Certificates), (b) a fraction (neither greater than 1 nor less than
zero) the numerator of which is equal to the excess, if any, of the Pass-Through
Rate applicable to the most senior of such Classes of Principal Balance
Certificates then outstanding (or, in the case of the three Classes of A
Certificates, the one with the earlier payment priority), over the relevant
Discount Rate, and the denominator of which is equal to the excess, if any, of
the Mortgage Rate of the Mortgage Loan that prepaid over the relevant Discount
Rate, and (c) the amount of such Prepayment Premium collected on such principal
prepayment during the related Collection Period (any Prepayment Premiums
relating to the Group 1 Loans collected during the related Due Period and
remaining after such distributions shall be distributed to the Holders of the
Class X Certificates); (ii) Prepayment Premiums collected on the Group 2
Mortgage Loans shall be distributed to the Holders of the Class A-MF1
Certificates, in an amount equal to the product of (a) a fraction not greater
than 1, whose numerator is the amount distributed as principal to such Class on
such Distribution Date, and whose denominator is the amount distributed as
Principal Prepayments on such Distribution Date from the Group 2 Mortgage Loans,
(b) a fraction (neither greater than 1 nor less than zero) the numerator of
which is equal to the excess, if any, of the Pass-Through Rate applicable to the
Class A-MF1 Certificates over the relevant Discount Rate, and the denominator of
which is equal to the excess, if any, of the Mortgage Rate of the Mortgage Loan
that prepaid, over the relevant Discount Rate, and (c) the amount of such
Prepayment Premium collected on such principal Prepayment during the related
Collection Period; and (iii) Prepayment Premiums collected on the Group 3
Mortgage Loans shall be distributed to the Holders of the Class A-MF2
Certificates, in an amount equal to the product of (a) a fraction not greater
than 1, whose numerator is the amount distributed as principal to such Class on
such Distribution Date, and whose denominator is the amount distributed as
Principal Prepayments on such Distribution Date from the Group 3 Mortgage Loans,
(b) a fraction (neither greater than 1 nor less than zero) the numerator of
which is equal to the excess, if any, of the Pass-Through Rate applicable to the
Class A-MF2 Certificates over the relevant Discount Rate, and the denominator of
which is equal to the excess, if any, of the Mortgage Rate of the Mortgage Loan
that prepaid, over the relevant Discount Rate, and (c) the amount of such
Prepayment Premium collected on such principal Prepayment during the related
Collection Period. Any Prepayments Premiums relating to the Group 2 Mortgage
Loans or Group 3 Mortgage Loans collected during the related Collection Period
and remaining after such distributions shall be distributed to the Holders of
the Class X Certificates. If there is more than one such Class of Principal
Balance Certificates entitled to distributions of principal on such Distribution
Date, the aggregate amount described in the preceding sentence will be allocated
among such Classes on a pro rata basis in accordance with the relative amounts
of entitlement to such distributions of principal.
Section 6.11 Excess Interest. On any applicable Distribution Date, the
Trustee (or the Paying Agent on behalf of the Trustee) shall distribute the
Excess Interest for such Distribution Date to the Class Q Certificates from
amounts on deposit in the Excess Interest Distribution Account.
Section 6.12 Grantor Trust Reporting. The parties intend that the portion
of the Trust consisting of the Excess Interest and the Excess Interest
Distribution Account shall constitute, and that the affairs of the Trust
(exclusive of the Trust REMICs) shall be conducted so as to qualify such portion
as a "grantor trust" under the Code, and the provisions hereof shall be
interpreted consistently with this intention. In furtherance of such intention,
the Trustee shall furnish or cause to be furnished to Class Q Certificateholders
and shall file or cause to be filed with the Internal Revenue Service together
with Form 1041 or such other form as may be applicable, the amount of the amount
of Excess Interest received or accrued, at the time or times and in the manner
required by the Code.
ARTICLE VII
CONCERNING THE TRUSTEE
Section 7.1 Duties of Trustee.
(a) The Trustee shall undertake to perform only those duties as are
specifically set forth in this Agreement and no implied covenants or obligations
shall be read into this Agreement against the Trustee. Any permissive right of
the Trustee provided for in this Agreement shall not be construed as a duty of
the Trustee. The Trustee shall exercise such of the rights and powers vested in
it by this Agreement and following the occurrence and during the continuation of
any Event of Default hereunder, the Trustee shall use the same degree of care
and skill in its exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.
(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, shall examine them to determine whether they on
their face conform to the requirements of this Agreement; provided that the
Trustee shall not be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer or any other Person to the Trustee
pursuant to this Agreement. If any such instrument is found on its face not to
conform to the requirements of this Agreement, the Trustee shall take such
action as it deems appropriate to have the instrument corrected.
(c) Neither the Trustee nor any of its directors, officers, employees,
agents or Controlling Persons shall have any liability to the Trust or the
Certificateholders arising out of or in connection with this Agreement, except
for their respective negligence or willful misconduct. No provision of this
Agreement shall be construed to relieve the Trustee or any of its directors,
officers, employees, agents or Controlling Persons from liability for their own
negligent action, their own negligent failure to act or their own willful
misconduct or bad faith; provided that:
(i) neither the Trustee nor any of its directors, officers,
employees, agents or Controlling Persons shall be personally liable
with respect to any action taken, suffered or omitted to be taken by it
in its reasonable business judgment in accordance with this Agreement
or at the direction of Holders of Certificates evidencing not less than
a majority of the outstanding Certificate Balance of the Certificates;
(ii) no provision of this Agreement shall require the Trustee 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 is not reasonably assured to it;
(iii) neither the Trustee nor any of its directors, officers,
employees, agents or Controlling Persons shall be responsible for any
act or omission of the Master Servicer, the Special Servicer, the
Depositor or the Seller, including, without limitation, in connection
with actions taken pursuant to this Agreement;
(iv) the execution by the Trustee of any forms or plans of
liquidation in connection with any REMIC Pool shall not constitute a
representation by the Trustee as to the adequacy of such form or plan
of liquidation;
(v) the Trustee shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its
duties as Trustee in accordance with this Agreement. In such event, all
legal expense and costs of such action shall be expenses and costs of
the Trust and the Trustee shall be entitled to be reimbursed therefor
from the Certificate Account pursuant to Section 5.2(a)(xv);
(vi) the Trustee shall not be charged with knowledge of any
failure by the Master Servicer or the Special Servicer to comply with
its obligations under this Agreement or any act, failure, or breach of
any Person upon the occurrence of which the Trustee may be required to
act, unless a Responsible Officer of the Trustee obtains actual
knowledge of such failure; and
(vii) the protections, immunities and indemnities afforded to the
Trustee hereunder shall also be available to it in its capacity as
Paying Agent, Authenticating Agent, Certificate Registrar and
Custodian.
(d) The Trustee is currently modifying its computer systems and
applications with the intention of being year 2000 compliant by August 31, 1999.
Section 7.2 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 7.1:
(i) the Trustee may request, and may rely and shall be protected
in acting or refraining from acting upon any resolution, Officer's
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document 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 advice of such
counsel and 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 with such
advice or Opinion of Counsel;
(iii) neither the Trustee nor any of its directors, officers,
employees, agents or Controlling Persons shall be personally liable for
any action taken, suffered or omitted by the Trustee in its reasonable
business judgment and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Agreement;
(iv) the Trustee shall be under no obligation to exercise any
remedies after default as specified in this Agreement or to institute,
conduct or defend any litigation hereunder or relating hereto or 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 (provided the
same appears regular on its face), unless requested in writing to do so
by Holders of at least 25% of the Aggregate Certificate Balance of the
Certificates then outstanding provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in connection with the foregoing 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 or
payment of such estimated expenses as a condition to proceeding. The
Trustee's reasonable expenses shall be paid by the Certificateholders
requesting such examination;
(v) 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, which agents or attorneys shall have any or all of the
rights, powers, duties and obligations of the Trustee conferred on them
by such appointment; provided that the Trustee shall continue to be
responsible for its duties and obligations hereunder and shall not be
liable for the actions or omissions of the Master Servicer, the Special
Servicer or the Depositor;
(vi) the Trustee shall in no event be required to obtain a
deficiency judgment against a Mortgagor;
(vii) the Trustee shall not be required to expend its own funds or
otherwise incur any financial liability in the performance of any of
its duties hereunder if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such
liability is not assumed to it;
(viii) the Trustee shall not be liable for any loss on any
investment of funds pursuant to this Agreement;
(ix) unless otherwise specifically required by law, the Trustee
shall not be required to post any surety or bond of any kind in
connection with the execution or performance of its duties hereunder;
and
(x) except as specifically provided hereunder in connection with
the performance of its specific duties, the Trustee shall not be
responsible for any act or omission of the Master Servicer, the Special
Servicer or the Depositor.
(b) Following the Closing Date, the Trustee shall not accept any
contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.
(c) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable and (B) any tax on contributions to a REMIC after the Closing
Date imposed by Section 860G(d) of the Code, other than any tax on "net income
from foreclosure property" as defined in Section 860G(c) of the Code, but only
if such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.
Section 7.3 Trustee and Fiscal Agent Not Liable for Certificates or
Interests or Mortgage Loans. Neither the Trustee nor the Fiscal Agent makes any
representations as to the validity or sufficiency of this Agreement, the
information contained in the Private Placement Memorandum or the Prospectus
Supplement for the REMIC III Certificates or Residual Certificates (other than
the certificate of authentication on the Certificates if the Trustee is the
Authenticating Agent) or of any Mortgage Loan, Assignment of Mortgage or related
document save that the Trustee and the Fiscal Agent each represents that,
assuming due execution and delivery by the other parties hereto, this Agreement
has been duly authorized, executed and delivered by it and constitutes its valid
and binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the rights
of creditors generally, and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at law. The
Trustee shall not be accountable for the use or application by the Depositor or
the Master Servicer or the Special Servicer of any of the Certificates or any of
the proceeds of such Certificates, or for the use or application by the
Depositor or the Master Servicer or the Special Servicer of funds paid in
consideration of the assignment of the Mortgage Loans to the Trust or deposited
into the Distribution Account or any other fund or account maintained with
respect to the Certificates or any account maintained pursuant to this Agreement
or for investment of any such amounts. No recourse shall be had for any claim
based on any provisions of this Agreement, the Private Placement Memorandum, the
Prospectus Supplement or the Certificates, the Certificates, the Mortgage Loans
or the assignment thereof against the Trustee in its individual capacity and any
such claim shall be asserted solely against the Trust or any indemnitor who
shall furnish indemnity as provided herein. Neither the Trustee nor the Fiscal
Agent shall be liable for any action or failure of any action by the Depositor
or the Master Servicer or the Special Servicer hereunder. Neither the Trustee
nor the Fiscal Agent shall at any time have any responsibility or liability for
or with respect to the legality, validity or enforceability of the Mortgages or
the Mortgage Loans, or the perfection and priority of the Mortgages or the
maintenance of any such perfection and priority, or for or with respect to the
efficacy of the Trust or its ability to generate the payments to be distributed
to Certificateholders under this Agreement, including, without limitation, the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon; the validity of the assignment
of the Mortgage Loans to the Trust or of any intervening assignment; the
completeness of the Mortgage Loans; the performance or enforcement of the
Mortgage Loans (other than if the Trustee shall assume the duties of the Master
Servicer); the compliance by the Depositor, each Seller, the Mortgagor or the
Master Servicer or the Special Servicer with any warranty or representation made
under this Agreement or in any related document or the accuracy of any such
warranty or representation made under this Agreement or in any related document
prior to the receipt by a Responsible Officer of the Trustee of notice or other
discovery of any non-compliance therewith or any breach thereof; any investment
of monies by or at the direction of the Master Servicer or the Special Servicer
or any loss resulting therefrom; the failure of the Master Servicer or any
Sub-Servicer or the Special Servicer to act or perform any duties required of it
on behalf of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Master Servicer or the Special Servicer.
Section 7.4 Trustee and Fiscal Agent May Own Certificates. The Trustee, the
Fiscal Agent and 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 the
same rights it would have if it were not the Trustee, the Fiscal Agent or such
agent.
Section 7.5 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be (i) an institution insured by the FDIC, (ii) a
corporation, authorized to exercise corporate trust powers, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by federal or state authority, and (iii) a rating on its unsecured
long-term debt of at least "BBB" by S&P and "A2" by Moody's (or at any time when
there is no Fiscal Agent appointed and acting hereunder or any such Fiscal Agent
so appointed has a rating on its short-term unsecured debt that is lower than
"A1" by S&P and "Aa2" by Moody's (without regard to any plus or minus or numeric
qualifier) the rating on the unsecured short-term debt of the Trustee must be at
least "A1" by S&P and "Aa2" by Moody's, or meet different standards provided
that each Rating Agency shall have confirmed in writing that such different
standards would not, in and of itself, result in a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates) and subject
to supervision or examination by federal or state authority and shall not be an
Affiliate of the Master Servicer. If such corporation or national bank 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 corporation or national
bank shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. In case at any time the Trustee
shall cease to be eligible in accordance with provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 7.6.
Section 7.6 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 and the Rating Agencies; provided that such resignation shall not be
effective until its successor shall have accepted the appointment. Upon
receiving such notice of resignation, the Fiscal Agent shall also be deemed to
have been removed and accordingly, the Depositor will promptly appoint a
successor trustee. If no successor trustee shall have been so appointed and
shall have accepted appointment 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. It shall be a condition
to the appointment of a successor trustee that the Rating Agencies shall have
confirmed in writing that such appointment shall not result in a downgrading,
qualification or withdrawal of the ratings of each Class of Certificates then
rated.
(b) If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.5 and shall fail to resign after written
request therefor by the Depositor, (ii) the Trustee shall become incapable of
acting, or shall be adjudged a 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, (iii) a tax is imposed or
threatened with respect to the Trust or any REMIC Pool by any state in which the
Trustee or the Trust held by the Trustee is located solely because of the
location of the Trustee in such state; provided, however, that, if the Trustee
agrees to indemnify the Trust for such taxes, it shall not be removed pursuant
to this clause (iii), or (iv) the continuation of the Trustee as such would
result in a downgrade, qualification or withdrawal of the rating by the Rating
Agencies of any rated Class of Certificates as evidenced in writing by the
Rating Agencies, then the Depositor may remove such Trustee and appoint a
successor trustee by written instrument, one copy of which instrument shall be
delivered to the Trustee so removed, one copy to the successor trustee and one
copy to each of the Master Servicer and the Rating Agencies. In the case of
removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear
all such costs of transfer. Such succession shall take effect after a successor
trustee has been appointed.
(c) The Holders of more than 50% of the Aggregate Principal Amount of the
Certificates then outstanding may for cause upon 30 days' written notice to the
Trustee and the Fiscal Agent and to the Depositor remove the Trustee and the
Fiscal Agent by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee so removed; the Depositor
shall thereupon use its best efforts to appoint a successor Trustee and the
Fiscal Agent in accordance with this Section.
(d) Any resignation or removal of the Trustee and the Fiscal Agent and
appointment of a successor trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor
trustee as provided in Section 7.7. Upon any succession of the Trustee under
this Agreement, the predecessor Trustee shall be entitled to the payment of
compensation and reimbursement agreed to under this Agreement for services
rendered and expenses incurred. The Trustee shall not be liable for any action
or omission of any successor Trustee.
Section 7.7 Successor Trustee and Fiscal Agent.
(a) Any successor Trustee appointed as provided in Section 7.6 shall
execute, acknowledge and deliver to the Depositor and to its 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 like effect as if originally named as Trustee
herein. The predecessor Trustee shall deliver (at such predecessor Trustee's own
expense) to the successor Trustee all Mortgage Files and documents and
statements related to the Mortgage Files held by it hereunder, and shall duly
assign, transfer, deliver and pay over (at such predecessor Trustee's own
expense) to the successor Trustee the entire Trust, together with all
instruments of transfer and assignment or other documents properly executed
necessary to effect such transfer and such records or copies thereof maintained
by the predecessor Trustee in the administration hereof as may be reasonably
requested by the successor Trustee and shall thereupon be discharged from all
duties and responsibilities under this Agreement. In addition, the Depositor and
the predecessor Trustee shall execute and deliver such other 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. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.
(b) No successor Trustee shall accept appointment as provided in this
Section unless at the time of such appointment such successor Trustee shall be
eligible under the provisions of Section 7.5.
(c) Upon acceptance of appointment by a successor Trustee as provided in
this Section, the successor Trustee shall mail notice of the succession of such
Trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register and to the Rating Agencies. The expenses of such
mailing shall be borne by the successor Trustee. If the successor Trustee fails
to mail such notice within 10 days after acceptance of appointment by the
successor Trustee, the Master Servicer shall cause such notice to be mailed at
the expense of the Trustee.
Section 7.8 Merger or Consolidation of Trustee. Any Person into which the
Trustee may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which such
Trustee shall be a party, or any Persons succeeding to the business of such
Trustee, shall be the successor of such Trustee hereunder, provided that such
Person shall be eligible under the provisions of Section 7.5, 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 7.9 Appointment of Co-Trustee, Separate Trustee or Custodian.
(a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or, in the case of the Trust, the Certificateholders evidencing
more than 50% of the aggregate Certificate Balance of the Certificates then
outstanding shall each have the power from time to time to appoint one or more
Persons to act either as co-trustees jointly with the Trustee or as separate
trustees, or as custodians, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business where such separate
trustee or co-trustee is necessary or advisable (or the Trustee is advised by
the Master Servicer or Special Servicer that such separate trustee or co-trustee
is necessary or advisable) under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a
property securing a Mortgage Loan is located or in any state in which any
portion of the Trust is located. The separate trustees, co-trustees, or
custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders, shall have such powers, rights and remedies as shall be
specified in the instrument of appointment and shall be deemed to have accepted
the provisions of this Agreement; provided that no such appointment shall, or
shall be deemed to, constitute the appointee an agent of the Trustee; provided,
further that the Trustee shall be liable for the actions of any co-trustee or
separate trustee appointed by it and shall have no liability for the actions of
any co-trustee or separate trustee appointed by the Depositor or the
Certificateholders pursuant to this paragraph. The Trustee may from time to time
appoint one or more independent third-party agents to perform all or any portion
of its administrative duties hereunder (i.e., collection and distribution of
funds, preparation and dissemination of reports, monitoring compliance, etc.).
The Trustee shall supervise and oversee such agents appointed by it. The terms
of any arrangement or agreement between the Trustee and the agent, may be
terminated, without cause and without the payment of any termination fees in the
event the Trustee is terminated in accordance with this Agreement. In addition,
neither the Trust nor the Certificateholders shall have any liability or direct
obligation to such agent. Notwithstanding, the terms of any agreement, the
Trustee shall remain at all times obligated and liable to the Trust and the
Certificateholders for performing its duties hereunder.
(b) Every separate trustee, co-trustee, and custodian shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:
(i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;
(ii) all other 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,
co-trustee, or custodian 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 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 or any
portion thereof in any such jurisdiction, shall be exercised and
performed by such separate trustee, co-trustee, or custodian;
(iii) no trustee or custodian hereunder shall be personally liable
by reason of any act or omission of any other trustee or custodian
hereunder; and
(iv) the Trustee or, in the case of the Trust, the
Certificateholders evidencing more than 50% of the Aggregate Principal
Amount of the Certificates then outstanding may at any time accept the
resignation of or remove any separate trustee, co-trustee or custodian,
so appointed by it or them, if such resignation or removal does not
violate the other terms of this Agreement.
(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, co-trustee or custodian shall refer to this Agreement and the
conditions of this Article VII. 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, co-trustee or custodian 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, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts 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) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.
(f) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee's obligations hereunder.
(g) The Trustee shall pay the reasonable compensation of the co-trustees,
separate trustees or custodians appointed pursuant to this Section 7.9 to the
extent, and in accordance with the standards, specified in Section 7.12 hereof.
(h) Subject to the consent of the Depositor, which consent shall not be
unreasonably withheld, the Trustee may appoint at any time a successor
Custodian. Until such time as the Trustee appoints a successor Custodian, the
Trustee shall be the Custodian hereunder. Upon the appointment of a successor
custodian, the Trustee and the Custodian shall enter into a custodial agreement.
Section 7.10 Authenticating Agents.
(a) The Trustee may appoint one or more Authenticating Agents which shall
be authorized to act on behalf of the Trustee in executing and authenticating
Certificates. Wherever reference is made in this Agreement to the execution and
authentication of Certificates by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include execution and
authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Depositor and must be a corporation or national bank organized and doing
business under the laws of the United States of America or of any state and
having a principal office and place of business in the Borough of Manhattan, the
City and State of New York or in the State of Illinois, having a combined
capital and surplus of at least $50,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities. The Trustee initially shall be Authenticating Agent hereunder.
(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 may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of 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 Section 7.10(a), the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment to
the Depositor and shall mail notice of such appointment to all Holders of
Certificates. 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. No such Authenticating Agent shall be
appointed unless eligible under the provisions of Section 7.10(a). No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.
Section 7.11 Indemnification of Trustee and Fiscal Agent.
(a) The Trustee, the Fiscal Agent and each of their respective directors,
officers, employees, agents and Controlling Persons shall be entitled to
indemnification from the Trust for any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with any legal action
incurred without negligence or willful misconduct on their part, arising out of,
or in connection with this Agreement, the Certificates and the acceptance or
administration of the trusts created hereunder (including, without limitation,
any unanticipated loss, liability or expense incurred in connection with any
action or inaction of the Master Servicer, the Special Servicer or the Depositor
hereunder but only to the extent the Trustee or the Fiscal Agent is unable to
recover such amount from such third party with reasonable effort) including the
costs and expenses of defending themselves against any claim in connection with
the exercise or performance of any of their powers or duties hereunder and the
Trustee, the Fiscal Agent and each of their respective directors, officers,
employees, agents and Controlling Persons shall be entitled to indemnification
from the Trust for any unanticipated loss, liability or expense incurred in
connection with the provision by the Trustee of the reports required to be
provided by the Trustee pursuant to this Agreement; provided that:
(i) with respect to any such claim, the Trustee or the Fiscal
Agent shall have given the Depositor and the Holders of the
Certificates written notice thereof promptly after the Trustee or the
Fiscal Agent shall have knowledge thereof; provided, however that
failure to give such notice to the Depositor and the Holders of
Certificates shall not affect the Trustee's or the Fiscal Agent's
rights to indemnification herein unless the Depositor's defense of such
claim on behalf of the Trust is materially prejudiced thereby;
(ii) while maintaining control over its own defense, the Trustee
and the Fiscal Agent shall cooperate and consult fully with the
Depositor in preparing such defense; and
(iii) notwithstanding anything to the contrary in this Section
7.11, the Trust shall not be liable for settlement of any such claim by
the Trustee or the Fiscal Agent entered into without the prior consent
of the Depositor, which consent shall not be unreasonably withheld.
(b) The Trustee and the Fiscal Agent agree to indemnify the Special
Servicer and the Master Servicer, and any director, officer, employee or agent
(including subservicers) thereof, and hold them harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses that either of
them may sustain arising from or as a result of the willful misfeasance, bad
faith or negligence in the performance of any of the Trustee's or Fiscal
Agent's, respectively, duties hereunder or by reason of reckless disregard of
the Trustee's or Fiscal Agent's obligations and duties hereunder, and if in any
such situation the Trustee or Fiscal Agent, as applicable, is replaced, the
parties hereto agree that the amount of such claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and other costs,
liabilities, fees and expenses shall at least equal the incremental costs, if
any, of retaining a successor Trustee or Fiscal Agent. Each of the Special
Servicer and the Master Servicer shall immediately notify the Trustee and Fiscal
Agent if a claim is made by a third party with respect to this Agreement, the
Certificates or any asset of the Trust Fund entitling the Special Servicer or
the Master Servicer to indemnification hereunder, whereupon the Trustee or
Fiscal Agent, as applicable, shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer and the Master Servicer)
and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree that may be entered
against it or them in respect of such claim. Any failure to so notify the
Trustee or Fiscal Agent, as applicable, shall not affect any rights the Special
Servicer or the Master Servicer may have to indemnification under this Agreement
or otherwise, unless the Trustee's or Fiscal Agent's defense of such claim is
materially prejudiced thereby and the Trustee or Fiscal Agent delivers a
certification explaining the prejudice. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or
termination of the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent.
(c) The provisions of this Section 7.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and the Fiscal
Agent.
(d) The Depositor shall indemnify and hold harmless the Trustee, the Fiscal
Agent, their directors, officers, employees or agents and Controlling Persons
from and against any loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which the Trustee, the Fiscal Agent, their
directors, officers, employees or agents or Controlling Person may become
subject under the 1933 Act, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Private Placement Memorandum or in
the Prospectus Supplement, or arises out of, or is based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances under
which they were made, not misleading and shall reimburse the Trustee, the Fiscal
Agent, their directors, officers, employees, agents or Controlling Person for
any legal and other expenses reasonably incurred by the Trustee, the Fiscal
Agent or any such director, officer, employee, agent or Controlling Person in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided, that the Depositor shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission made in any such Private Placement Memorandum or
Prospectus Supplement in reliance upon and in conformity with written
information concerning the Trustee furnished to the Depositor by or on behalf of
the Trustee specifically for inclusion therein. The Trustee and the Fiscal Agent
shall immediately notify the Depositor if a claim is made by a third party with
respect to this Section 7.11(b) entitling the Trustee, the Fiscal Agent, their
directors, officers, employees, agents or Controlling Person to indemnification
hereunder, whereupon the Depositor shall assume the defense of any such claim
(with counsel reasonably satisfactory to the Trustee or the Fiscal Agent, as
applicable) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights the Trustee, the Fiscal Agent, their
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 7.11(b), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee or the Fiscal Agent.
Section 7.12 Fees and Expenses of Trustee. The Trustee shall be entitled to
receive the Trustee Fee pursuant to Section 5.3(b)(ii) (which shall not be
limited by any provision of law with respect to the compensation of a trustee of
an express trust), for all services rendered by it in the execution of the
trusts hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee. The Trustee shall also be entitled to
recover from the Trust all reasonable unanticipated expenses and disbursements
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and other Persons not regularly in its employ), not
including expenses incurred in the ordinary course of performing its duties as
Trustee hereunder, and except any such expense, disbursement or advance as may
arise from its negligence or bad faith or which is the responsibility of the
Holders of the Certificates hereunder. The provisions of this Section 7.12 shall
survive any termination of this Agreement and the resignation or removal of the
Trustee.
Section 7.13 Collection of Moneys. Except as otherwise expressly provided
in this Agreement, the Trustee may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by
the Trustee pursuant to this Agreement. The Trustee shall hold all such money
and property received by it as part of the Trust and shall distribute it as
provided in this Agreement. If the Trustee shall not have timely received
amounts to be remitted with respect to the Mortgage Loans from the Master
Servicer, the Trustee shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee
shall subsequently receive any such amount, it may withdraw such request.
Section 7.14 Trustee To Act; Appointment of Successor.
(a) On and after the time the Master Servicer is terminated pursuant to
this Agreement, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity under this Agreement and the transactions set forth or
provided for therein and shall have all the rights and powers and be subject to
all the responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer by the terms and provisions of this
Agreement; provided that, any failure to perform such duties or responsibilities
caused by the Master Servicer's failure to provide required information shall
not be considered a default by the Trustee hereunder. In addition, the Trustee
shall have no liability relating to (i) the representations and warranties of
the Master Servicer contained in this Agreement or (ii) any obligation incurred
by the Master Servicer prior to its termination or resignation (including,
without limitation, the Master Servicer's obligation to repay losses resulting
from the investment of funds in any account established under this Agreement).
In the Trustee's capacity as such successor, the Trustee shall have the same
limitations on liability granted to the Master Servicer in this Agreement. As
compensation therefor, the Trustee shall be entitled to receive all the
compensation payable to the Master Servicer set forth in this Agreement,
including, without limitation, the Servicing Fee.
(b) Notwithstanding the above, the Trustee (A) may, if the Trustee is
unwilling to so act, or (B) shall, (i) if it is unable to so act or (ii) is not
on the list of approved servicing institutions by either Rating Agency, appoint,
or petition a court of competent jurisdiction to appoint any established
commercial or multifamily mortgage finance institution, servicer or special
servicer or mortgage servicing institution having a net worth of not less than
$15,000,000, meeting such other standards for a successor servicer as are set
forth in this Agreement and with respect to which Rating Agency Confirmation is
obtained, as the successor to the Master Servicer hereunder in the assumption of
all of the responsibilities, duties or liabilities of a servicer as Master
Servicer hereunder. Pending any such appointment, the Trustee shall act in such
capacity as hereinabove provided. Any entity designated by the Trustee as
successor Master Servicer may be an Affiliate of the Trustee; provided that,
such Affiliate must meet the standards for the Master Servicer as set forth
herein. In connection with such appointment and assumption, the Trustee may make
such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree subject to Section 8.10. The
Trustee and such successor shall take such actions, consistent with this
Agreement as shall be necessary to effectuate any such succession. The Master
Servicer shall cooperate with the Trustee and any successor servicer in
effecting the termination of the Master Servicer's responsibilities and rights
under this Agreement, including, without limitation, notifying Mortgagors of the
assignment of the servicing function and providing the Trustee and successor
servicer all documents and records in its possession in electronic or other form
reasonably requested by the successor servicer to enable the successor servicer
to assume the Master Servicer's functions hereunder and the transfer to the
Trustee or such successor servicer of all amounts which shall at the time be or
should have been deposited by the Master Servicer in the Certificate Account and
any other account or fund maintained with respect to the Certificates or
thereafter be received by the Master Servicer with respect to the Mortgage
Loans. Neither the Trustee nor any other successor servicer shall be deemed to
be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Master Servicer to deliver, or any delay in delivering, cash,
documents or records to it, or (ii) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. The Trustee shall be
reimbursed for all of its out-of-pocket expenses incurred in connection with
obtaining such successor Master Servicer by the Trust within 30 days of the
Trustee's submission of an invoice with respect thereto, to the extent such
expenses have not been reimbursed by the Master Servicer as provided herein;
such expenses paid by the Trust shall be deemed to be an Additional Trust
Expense.
(c) On and after the time the Special Servicer is terminated pursuant to
this Agreement, in accordance with Section 9.30, the Trustee shall be the
successor in all respects to the Special Servicer in its capacity under this
Agreement and the transactions set forth or provided for therein and shall have
all the rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Special
Servicer by the terms and provisions of this Agreement; provided that, any
failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation.
(d) Notwithstanding the above, the Trustee may, (i) if the Trustee shall be
unwilling to so act, or (ii) is not on the list of approved servicing
institutions by either Rating Agency or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established commercial or multifamily mortgage finance institution, special
servicer or mortgage servicing institution having a net worth of not less than
$15,000,000, and meeting such other standards for a successor Special Servicer
as are set forth in Section 9.20, and with respect to which Rating Agency
Confirmation is obtained, as the successor to the Special Servicer hereunder in
the assumption of all of the responsibilities, duties or liabilities of a
special servicer as Special Servicer hereunder. Pending any such appointment,
the Trustee shall act in such capacity as hereinabove provided. Any entity
designated by the Trustee as successor Special Servicer may be an Affiliate of
the Trustee; provided that, such Affiliate must meet the standards for a
successor Special Servicer set forth herein. In connection with such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree; provided that no such compensation shall be in excess of that permitted
to the Special Servicer under this Agreement. The Trustee and such successor
shall take such actions, consistent with this Agreement as shall be necessary to
effectuate any such succession. The Special Servicer shall cooperate with the
Trustee and any successor Special Servicer in effecting the termination of the
Special Servicer's responsibilities and rights under this Agreement, including,
without limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of
the assignment of the special servicing function and providing the Trustee and
successor Special Servicer all documents and records in its possession in
electronic or other form reasonably requested by the successor Special Servicer
to enable the successor Special Servicer to assume the Special Servicer's
functions hereunder and the transfer to the Trustee or such successor Special
Servicer of all amounts which shall at the time be or should have been deposited
by the Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
Special Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor Special Servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Special
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Special Servicer. The Trustee shall be reimbursed for all of its
out-of-pocket expenses incurred in connection with obtaining such successor
Special Servicer by the Trust within 30 days of submission of an invoice with
respect thereto but only to the extent such expenses have not been reimbursed by
the Special Servicer as provided herein; and such expenses paid by the Trust
shall be deemed to be an Additional Trust Expense.
Section 7.15 Notification to Holders. Upon termination of the Master
Servicer or the Special Servicer, or appointment of a successor to the Master
Servicer or the Special Servicer, the Trustee shall promptly mail notice thereof
by first class mail to the Rating Agencies and the Certificateholders at their
respective addresses appearing on the Certificate Register.
Section 7.16 Representations and Warranties of the Trustee. The Trustee
hereby represents and warrants 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 governing its
creation and existence and has full power and authority to own its
property, to carry on its business as presently conducted, and to enter
into and perform its obligations under this Agreement;
(ii) the execution and delivery by the Trustee of this Agreement
have been duly authorized by all necessary action on the part of the
Trustee; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor
compliance with the provisions of this Agreement, will conflict with or
result in a breach of, or constitute a default under, (i) any of the
provisions of any law, governmental rule, regulation, judgment, decree
or order binding on the Trustee or its properties that would materially
and adversely affect the Trustee's ability to perform its obligations
under this Agreement, (ii) the organizational documents of the Trustee,
or (iii) the terms of any material agreement or instrument to which the
Trustee is a party or by which it is bound; the Trustee is not in
default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other
governmental agency, which default would materially and adversely
affect its performance under this Agreement;
(iii) the execution, delivery and performance by the Trustee of
this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or
order of, the giving of notice to or the registration with any state,
federal or other governmental authority or agency, except such as has
been or will be obtained, given, effected or taken in order for the
Trustee to perform its obligations under this Agreement;
(iv) this Agreement has been duly executed and delivered by the
Trustee and, 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 its
terms, subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium and other similar
laws affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and
(v) there are no actions, suits or proceeding pending or, to the
best of the Trustee's knowledge, threatened, against the Trustee that,
either in one instance or in the aggregate, would draw into question
the validity of this Agreement, or which would be likely to impair
materially the ability of the Trustee to perform under the terms of
this Agreement.
Section 7.17 Fidelity Bond and Errors and Omissions Insurance Policy
Maintained by the Trustee. The Trustee, at its own expense, shall maintain in
effect a Fidelity Bond and an Errors and Omissions Insurance Policy. The Errors
and Omissions Insurance Policy and Fidelity Bond shall be issued by a Qualified
Insurer in form and in amount customary for trustees in similar transactions
(unless the Trustee self insures as provided below). In the event that any such
Errors and Omissions Insurance Policy or Fidelity Bond ceases to be in effect,
the Trustee shall obtain a comparable replacement policy or bond from an insurer
or issuer meeting the requirements set forth above as of the date of such
replacement. So long as the long-term debt rating of the Trustee is not less
than two rating categories (ignoring pluses or minuses) lower than the highest
rating of the Certificates, but in any event not less than "A" as rated by S&P
and "A2" as rated by Moody's, respectively, the Trustee may self-insure for the
Fidelity Bond and the Errors and Omissions Insurance Policy.
Section 7.18 Fiscal Agent Appointed; Concerning the Fiscal Agent.
(a) The Trustee hereby appoints ABN AMRO Bank N.V. as the initial Fiscal
Agent hereunder for the purposes of exercising and performing the obligations
and duties imposed upon the Fiscal Agent by Section 4.3.
(b) The Fiscal Agent undertakes to perform such duties and only such duties
as are specifically set forth in Section 4.3.
(c) No provision of this Agreement shall be construed to relieve the Fiscal
Agent from liability for its own negligent failure to act or its own willful
misfeasance or for a breach of a representation or warranty contained herein;
provided, however, that (i) the duties and obligations of the Fiscal Agent shall
be determined solely by the express provisions of Section 4.3, the Fiscal Agent
shall not be liable except for the performance of such duties and obligations,
no implied covenants or obligations shall be read into this Agreement against
the Fiscal Agent and, in the absence of bad faith on the part of the Fiscal
Agent, the Fiscal Agent may conclusively rely, as to the truth and correctness
of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Fiscal Agent by the Depositor, the Master Servicer,
the Special Servicer or the Trustee and which on their face do not contradict
the requirements of this Agreement, and (ii) the provisions of clause (ii) of
Section 4.3 shall apply to the Fiscal Agent.
ARTICLE VIII
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 8.1 Servicing Standard; General Powers and Duties.
(a) Each of the Master Servicer and the Special Servicer shall service and
administer the Mortgage Loans and other assets of the Trust that it is obligated
to service and administer pursuant to this Agreement on behalf of the Trustee
and in the best interests of and for the sole benefit of the Certificateholders
(as determined by the Master Servicer or the Special Servicer, as the case may
be, in its good faith and reasonable judgment), in accordance with applicable
law, the terms of this Agreement and the terms of the respective Mortgage Loans
and, to the extent consistent with the foregoing, the Servicing Standard.
Without limiting the generality of the foregoing, each of the Master Servicer
and the Special Servicer, in its own name, in connection with its servicing and
administrative duties hereunder is hereby authorized and empowered by the
Trustee to exercise all efforts consistent with the foregoing standard and to
execute and deliver, on behalf of the Certificateholders and the Trustee or any
of them, 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; subject to Section 8.18, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties. Each of the Master Servicer and the Special Servicer is also
authorized to approve a request by a Mortgagor under a Mortgage Loan that it is
obligated to service and administer pursuant to this Agreement, for an easement,
consent to alteration or demolition, and for other similar matters, provided
that the Master Servicer or the Special Servicer, as the case may be,
determines, in accordance with the Servicing Standard, that such approval will
not affect the security for, or the timely and full collectability of, the
related Mortgage Loan. Subject to Section 8.8, the Trustee shall furnish, or
cause to be furnished, to the Master Servicer and the Special Servicer any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer or the Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Master Servicer or the Special Servicer,
as the case may be.
(b) Except as otherwise expressly set forth herein with respect to specific
duties, the Master Servicer shall be responsible for the servicing and
administration of all the Mortgage Loans other than Specially Serviced Mortgage
Loans and REO Mortgage Loans, and the Special Servicer shall be responsible for
the servicing and administration of Specially Serviced Mortgage Loans, REO
Mortgage Loans and REO Properties. Subject to Section 8.1(a), the Master
Servicer and the Special Servicer shall each have full power and authority,
acting alone or, subject to Section 8.4, through Sub-Servicers, to do or cause
to be done any and all things in connection with such servicing and
administration that it may deem necessary or desirable.
(c) 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 promptly give notice thereof, and deliver
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 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. The
Special Servicer may, as to any delinquent Mortgage Loan, prior to the
occurrence of a Servicing Transfer Event with respect thereto, upon reasonable
request, obtain the foregoing documents and information.
Upon determining that a Specially Serviced Mortgage Loan has become a
Rehabilitated Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall promptly give notice thereof, and return
the related Servicing File, to the Master Servicer and upon giving such notice,
and returning such Servicing File, to 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 in accordance with this Agreement shall resume.
Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the billing and collection,
accounting, data collection, reporting and other basic Master Servicer
administrative functions with respect to Specially Serviced Mortgage Loans,
provided that the Special Servicer shall establish procedures for the Master
Servicer as to the application of receipts and tendered payments and shall have
the exclusive responsibility for and authority over all contacts with and
notices to Mortgagors and similar matters relating to each Specially Serviced
Mortgage Loan and the related Mortgaged Property.
(d) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person, all
notices, certificates, information and consents required to be given by the
Master Servicer to the Special Servicer or vice versa shall be deemed to be
given without the necessity of any action on such Person's part.
(e) The relationship of each of the Master Servicer and the Special
Servicer to the Trustee and, unless the same Person acts in both capacities, to
each other under this Agreement is intended by the parties to be that of an
independent contractor and not of a joint venturer, partner or agent.
Section 8.2 Collection of Mortgage Loan Payments.
(a) The Master Servicer (or the Special Servicer with respect to the
Specially Serviced Mortgage Loans) shall, in accordance with the Servicing
Standard, make reasonable efforts to collect all payments called for under the
terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement, follow such collection
procedures as it would follow were it the owner of such Mortgage Loans;
provided, however, that nothing herein contained shall be construed as an
express or implied guarantee by the Master Servicer or the Special Servicer of
the collectability of the Mortgage Loans. Consistent with the foregoing, the
Master Servicer may in its discretion waive any Late Fee or Default Interest
(except to the extent such Default Interest is required to pay interest on
Advances related to such Mortgage Loan) in connection with any delinquent
payment on a Mortgage Loan (other than a Specially Serviced Mortgage Loan) and
the Special Servicer may in its discretion waive any Late Fee or Default
Interest in connection with any delinquent payment on a Specially Serviced
Mortgage Loan (except to the extent such Default Interest is required to pay
interest on Advances related to such Mortgage Loan).
(b) With respect to each Mortgage Loan, if any Lock-Box Agreement or
similar agreement is required by the terms of the related Mortgage, the Master
Servicer shall establish and maintain one or more accounts ("Lock-Box Accounts")
to be held outside the Trust and maintained by the Master Servicer in accordance
with the terms of the related Mortgage. Subject to the terms of the related
Mortgage, any Lock-Box Agreement or similar agreement, Lock-Box Accounts shall
be Eligible Accounts. The Master Servicer shall apply the funds deposited in
such accounts in accordance with the terms of the related Mortgage, any Lock-Box
Agreement and/or any similar agreement and in accordance with the Servicing
Standard.
Section 8.3 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts and Reserve Accounts.
(a) The Master Servicer shall establish and maintain one or more accounts
(the "Escrow Accounts") into which all Escrow Amounts shall be deposited and
retained. Subject to the terms of the related Mortgage Note and Mortgage, Escrow
Accounts shall be Eligible Accounts. Withdrawals of amounts so collected in
respect of any Mortgage Loan (and interest earned thereon) from a Escrow Account
may be made only to: (i) effect payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and comparable items in respect
of the related Mortgaged Property; (ii) reimburse the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, as applicable, for any
unreimbursed Servicing Advances and unreimbursed Advance Interest made thereby
to cover any of the items described in the immediately preceding clause (i);
(iii) refund to the related Mortgagor any sums as may be determined to be
overages; (iv) pay interest (net of investment income), if required and as
described below, to the related Mortgagor on balances in the Escrow Account (or,
if and to the extent not payable to the related Mortgagor, to pay such interest
to the Master Servicer); or (v) clear and terminate the Escrow Account at the
termination of this Agreement in accordance with Section 10.1. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the
Mortgagors interest on funds in Escrow Accounts maintained thereby, to the
extent required by law or the terms of the related Mortgage Loan.
(b) The Master Servicer shall (i) maintain accurate records with respect to
each 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 the
payment of such items (including renewal premiums); and the Master Servicer
shall effect payment thereof (in the case of Specially Serviced Mortgage Loans,
at the direction of the Special Servicer) prior to the applicable penalty or
termination date, employing for such purpose Escrow Amounts as allowed under the
terms of the related Mortgage Loan. To the extent that a Mortgage Loan does not
require a Mortgagor to escrow for the payment of real estate taxes, assessments,
insurance premiums, ground rents (if applicable) and similar items, the Master
Servicer (or the Special Servicer with respect to the Specially Serviced
Mortgaged Loans) shall use efforts consistent with the Servicing Standard to
cause the related Mortgagor to comply with the requirements of the related
Mortgage for payments in respect of such items at the time they first become
due.
(c) In accordance with the Servicing Standard, the Master Servicer (at the
direction of the Special Servicer in the case of Specially Serviced Mortgage
Loans) shall, subject to Section 4.4, advance with respect to each related
Mortgaged Property all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that
are or may become a lien thereon, (ii) ground rents (if applicable), and (iii)
premiums on Insurance Policies, in each instance if and to the extent that
Escrow Amounts, 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. All such advances shall be reimbursable in the first instance
from related collections from the Mortgagors, and further as provided in Section
5.2. No costs incurred by the Master Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments, ground rents (if
applicable) and other similar items on or in respect of the Mortgaged Properties
shall, for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balances
of the related Mortgage Loans, notwithstanding that the terms of such Mortgage
Loans so permit.
(d) The Master Servicer shall 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
to pay for, or to reimburse the related Mortgagor in connection with, the
related repairs, environmental remediation, replacements, capital improvements
and/or similar items at the related Mortgaged Property if such repairs,
environmental remediation, replacements, capital improvements and/or similar
items 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
agreement with the related Mortgagor governing such Reserve Funds. Subject to
the terms of the related Mortgage Note and Mortgage, all Reserve Accounts shall
be Eligible Accounts. Within 6 months of the Closing Date, the Master Servicer
shall deliver a report to the Special Servicer and the Depositor setting forth
the status of each of the Reserve Accounts and the actions taken in respect of
the purposes for which such Reserve Accounts were established and any
recommendations in respect thereof.
(e) Except as restricted by the applicable Mortgage Loan documents, funds
in the Escrow Accounts and Reserve Accounts may be invested and, if invested,
shall be invested by, and at the risk of, the Master Servicer in Eligible
Investments selected by the Master Servicer which shall mature, unless payable
on demand, not later than the Business Day immediately preceding the next Master
Servicer Remittance Date, and any such Eligible Investment shall not be sold or
disposed of prior to its maturity unless payable on demand. All such Eligible
Investments shall be made in the name of "AMRESCO Services, L.P., as Master
Servicer for LaSalle National Bank, as Trustee for the Holders of the Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
1998-CF1." None of the Depositor, the Mortgagors or the Trustee shall be liable
for any loss incurred on such Eligible Investments. To the extent not required
to be paid to the related Borrower by applicable law, an amount equal to all
income and gain realized from any such investment shall be paid to the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal at any time from time to time. The amount of any losses incurred in
respect of any such investments shall be for the account of the Master Servicer
which shall deposit the amount of such loss (to the extent not offset by income
from other investments) deposited in the Escrow Accounts or Reserve Accounts out
of its own funds immediately as realized.
Section 8.4 Sub-Servicing Agreements.
(a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements (including Liaison Agreements) for the servicing and
administration of all or a part of the Mortgage Loans for which it is
responsible hereunder, provided that, in each case, the Sub-Servicing Agreement:
(i) is not inconsistent with this Agreement and shall provide that the
Sub-Servicer shall maintain errors and omissions insurance and fidelity bond
coverage as required of the Master Servicer or the Special Servicer under
Section 8.5 hereof, (ii) provides that if the Master Servicer or the Special
Servicer, as the case may be, shall for any reason no longer be the Master
Servicer or Special Servicer, as applicable, hereunder (including, without
limitation, by reason of an Event of Default and its termination hereunder), the
Trustee or its designee may either 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, alternatively, may terminate such agreement without payment of any
termination fee or penalty out of the Trust, provided, that no such termination
shall affect or impair the RMF Retained Fee; (iii) in the case of a
Sub-Servicing Agreement entered into by the Master Servicer, expressly or
effectively provides that (if the Master Servicer and the Special Servicer are
not the same Person) such agreement shall terminate with respect to any Mortgage
Loan serviced thereunder at the time such Mortgage Loan becomes a Specially
Serviced Mortgage Loan (provided that such agreement may provide that such
Mortgage Loan may again be serviced thereunder if it becomes a Rehabilitated
Mortgage Loan); (iv) in the case of a Sub-Servicing Agreement entered into by
the Special Servicer, relates only to Specially Serviced Mortgage Loans or REO
Properties and expressly or effectively provides that (if the Master Servicer
and the Special Servicer are not the same Person) such agreement shall terminate
with respect to any such Mortgage Loan that becomes a Rehabilitated Mortgage
Loan; and (v) permits any purchaser of a Mortgage Loan pursuant to this
Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Mortgage Loan at its option and without penalty. References in this
Agreement to actions taken or to be taken by the Master Servicer or the Special
Servicer, as the case may be, 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, as the case may be, hereunder to make Servicing Advances and P&I
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. For purposes of this
Agreement, the Master Servicer and the Special Servicer each shall be deemed to
have received any payment when the Sub-Servicer receives such payment. Annually,
in connection with the delivery of the Officer's Certificate contemplated in
Section 8.12, the Master Servicer and the Special Servicer each shall identify
to the other, the Trustee and the Depositor any Sub-Servicers then retained
thereby. A Sub-Servicing Agreement may permit the Sub-Servicer to delegate its
duties to agents or subcontractors so long as the agreements or arrangements
with such parties are not inconsistent with this Agreement.
(b) Each Sub-Servicer shall be authorized to transact business in the state
or states in which the Mortgaged Properties securing the Mortgage Loans it is to
service are situated, if and to the extent required by applicable law, except
where the failure to so qualify or comply would not materially adversely affect
the Sub-Servicer's ability to perform its obligations in accordance with the
terms of this Agreement or any Sub-Servicing Agreement.
(c) As part of its servicing activities hereunder, 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)
monitor the performance of each Sub-Servicer retained by it under the related
Sub-Servicing Agreement.
(d) In the event the Trustee or its designee assumes the rights and
obligations of the Master Servicer or the Special Servicer under any
Sub-Servicing Agreement, the Master Servicer or the Special Servicer, as the
case may be, at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.
(e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer each shall remain obligated and liable to the Trustee and
the Certificateholders for the servicing and administration of the Mortgage
Loans in accordance with the provisions of this Agreement to the same extent and
under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible.
(f) Notwithstanding anything to the contrary contained herein, neither the
Master Servicer nor the Special Servicer shall have the right to delegate to any
Sub-Servicer any right granted to the Master Servicer or the Special Servicer,
as applicable, hereunder to modify or foreclose upon any Mortgage Loan.
Section 8.5 Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage.
(a) The Master Servicer shall use reasonable efforts to cause each
Mortgagor to maintain in respect of the related Mortgaged Property all insurance
coverage (other than earthquake insurance) as is required under the related
Mortgage; provided that if any Mortgage permits the holder thereof to dictate to
the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, the Master Servicer shall impose such insurance requirements as are
consistent with the Servicing Standard. If a Mortgagor fails to maintain such
insurance, the Master Servicer shall (to the extent available at commercially
reasonable rates) obtain such insurance (which may be through a master or single
interest policy), and the cost (including any deductible relating to such
insurance) of such insurance (or in the case of a master or single interest
policy, the incremental cost (including any deductible relating to such
insurance) of such insurance relating to the specific Mortgaged Property), shall
be a Servicing Advance recoverable by the Master Servicer pursuant to Section
5.2. If at any time the improvements comprising a part of Mortgaged Property are
located in an area identified in the Flood Hazard Boundary Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards or it becomes located in such area by virtue of remapping
conducted by such agency (and flood insurance has been made available), the
Master Servicer shall, if and to the extent that the Mortgage Loan requires the
Mortgagor or permits the Mortgagee to require the Mortgagor to do so, use
efforts consistent with the Servicing Standard to cause the related Mortgagor to
maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage of not less than the lesser of (i) the unpaid principal balance of the
related Mortgage Loan, (ii) the full insurable value of such Mortgaged Property,
(iii) the maximum amount of insurance coverage available under the National
Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the
National Flood Insurance Reform Act of 1994, as amended, and (iv) 100% of the
replacement cost of the improvements on such Mortgaged Property. If (i) the
Mortgagor is required by the terms of the Mortgage Loan to maintain such
insurance (or becomes obligated by virtue of the related Mortgaged Property
becoming located in such area by virtue of such remapping) or (ii) the terms of
the Mortgage Loan permit the mortgagee to require the Mortgagor to obtain such
insurance, the Master Servicer shall promptly notify the Mortgagor of its
obligation to obtain such insurance. If the Mortgagor fails to obtain such flood
insurance within 120 days of such notification, the Master Servicer shall obtain
such insurance (to the extent available at commercially reasonable rates), and
the cost of such insurance shall be a Servicing Advance recoverable by the
Master Servicer pursuant to Section 5.2.
The Special Servicer shall cause to be maintained for each REO Property no
less insurance coverage than was previously required of the Mortgagor under the
related Mortgage. All insurance policies shall contain a "standard" mortgagee
clause or shall identify the Trustee as the named insured, as applicable, with
any loss payable to the Master Servicer (in the case of Mortgaged Properties) or
the Special Servicer (in the case of REO Properties) on behalf of the Trustee.
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 in accordance with applicable law, the terms of
the related Mortgage Loan documents and the Servicing Standard) shall be
deposited in the Certificate Account, subject to withdrawal pursuant to Section
5.2. 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 distributions to Certificateholders, be
added to the outstanding principal balance of the related Mortgage Loan or REO
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or REO
Mortgage Loan so permit.
(b) If the Master Servicer or the Special Servicer shall obtain and
maintain a blanket policy insuring against hazard losses on all of the Mortgaged
Properties and/or REO Properties for which it is responsible to cause the
maintenance of insurance hereunder, then, to the extent such policy 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 such Mortgaged Properties and/or REO Properties. Such 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 a Mortgaged Property or an REO Property a
hazard insurance policy complying with the requirements of Section 8.5(a), and
there shall have been one or more losses that would have been covered by such
individual policy, promptly deposit into the Certificate Account from its own
funds the amount of such loss or losses that would have been covered under the
individual policy but are not covered under the blanket policy because such
deductible clause exceeds the deductible under a policy complying with the
requirements of Section 8.5(a). The Master Servicer and the Special Servicer
each agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy maintained by it in a
timely fashion in accordance with the terms of such policy.
(c) Each of the Master Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an Errors and Omissions
Insurance Policy covering its officers and employees and other persons acting on
behalf of it in connection with its activities under this Agreement. The amount
of coverage shall be at least equal to the coverage that would be required by
FNMA or FHLMC, whichever is greater, with respect to the Master Servicer or
Special Servicer, as the case may be, if the Master Servicer or Special
Servicer, as the case may be, were servicing and administering the Mortgage
Loans and/or REO Properties for which it is responsible hereunder for FNMA or
FHLMC. Coverage of the Master Servicer or the Special Servicer under a policy or
bond obtained by an Affiliate of such Person and providing the coverage required
by this Section 8.5(c) shall satisfy the requirements of this Section 8.5(c).
(d) All insurance coverage required to be maintained by the Master Servicer
or the Special Servicer under this Section 8.5 shall be obtained from Qualified
Insurers.
Section 8.6 Enforcement of Due-On-Sale Clauses; Assumption Agreements;
Subordinate Financing.
(a) If any Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale or other
transfer of an interest in the related Mortgaged Property or of any
transfer of ownership interest in a Borrower; or
(ii) provides that such Mortgage Loan may not be assumed without
the consent of the mortgagee in connection with any such sale or other
transfer,
then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or waive its right to exercise) any right it may have with respect to such
Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its
consent to any such sale or other transfer, in a manner consistent with the
Servicing Standard; provided, however, that if the Mortgaged Property to be sold
or transferred relates to a Mortgage Loan that constitutes 5% or more of the
Stated Principal Balance of all the Mortgage Loans (taking into account for the
purposes of such calculation, (a) in the case of any such Mortgage Loan that is
a Cross-Collateralized Mortgage Loan, any Mortgage Loan with which it is
cross-collateralized and (b) in the case of any such Mortgage Loan with respect
to which the related Mortgagor or its affiliate is a Mortgagor with respect to
one or more other Mortgage Loans (as such Mortgage Loans are identified in
Appendix II to the Prospectus Supplement), such other Mortgage Loan or Mortgage
Loans) then any such sale or transfer shall require Rating Agency Confirmation.
In the event that the Special Servicer intends or is required, in accordance
with the preceding sentence, the Mortgage Loan documents or applicable law, to
permit the transfer of any Mortgaged Property, the Special Servicer, if
consistent with the Servicing Standard, may enter into a substitution of
liability agreement, pursuant to which the original Mortgagor and any original
guarantors are released from liability, and the transferee and any new
guarantors are substituted therefor and become liable under the Mortgage Note
and any related guaranties; provided, however, that if the Mortgaged Property to
be transferred pursuant to this sentence relates to a Mortgage Loan that
constitutes 5% or more of the Stated Principal Balance of all the Mortgage Loans
(taking into account for the purposes of such calculation, (a) in the case of
any such Mortgage Loan that is a Cross-Collateralized Mortgage Loan, any
Mortgage Loan with which it is cross-collateralized and (b) in the case of any
such Mortgage Loan with respect to which the related Mortgagor or its affiliate
is a Mortgagor with respect to one or more other Mortgage Loans (as such
Mortgage Loans are identified in Appendix II to the Prospectus Supplement), such
other Mortgage Loan or Mortgage Loans)), then any such transfer and substitution
shall require Rating Agency Confirmation and provided further that
notwithstanding the foregoing, the Mortgaged Property related to Loan Number 277
may be sold to, and the related Mortgage Loan may be assumed by G&E Tremont,
LLC, or an affiliate thereof; and any assumption fee with respect thereto may be
paid to a prior lender and or servicer. In connection with any such transfer and
substitution, the Special Servicer may require from the related Mortgagor a
reasonable and customary fee for the additional services performed by it,
together with reimbursement for any related costs and expenses incurred by it
(but only to the extent that charging such fee will not be a significant
modification of the Mortgage Loan for purposes of the REMIC Provisions or result
in an Adverse REMIC Event in respect of any REMIC Pool). The Special Servicer
shall promptly notify the Trustee and the Master Servicer of any such agreement
and forward the original thereof to the Trustee for inclusion in the related
Mortgage File (with a copy to the Master Servicer and the Rating Agencies).
(b) If any Mortgage Loan contains a provision in the nature of a
"due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the creation of any
additional lien or other encumbrance on the related Mortgaged Property;
or
(ii) requires the consent of the mortgagee to the creation of any
such additional lien or other encumbrance on the related Mortgaged
Property,
then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or waive its right to exercise) any right it may have with respect to such
Mortgage Loan (x) to accelerate the payments thereon, or (y) to withhold its
consent to the creation of any such additional lien or other encumbrance, in a
manner consistent with the Servicing Standard; provided, however, that any such
waiver shall require Rating Agency Confirmation.
(c) Nothing in this Section 8.6 shall constitute a waiver of the Trustee's
right, as the mortgagee of record, to receive notice of any assumption of a
Mortgage Loan, any sale or other transfer of the related Mortgaged Property or
the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) Except as otherwise permitted by Section 8.18, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any term
of any Mortgage Loan in connection with the taking of, or the failure to take,
any action pursuant to this Section 8.6.
(e) In the event that a Mortgagor elects to obtain a release of the related
Mortgaged Property from the lien of the related Mortgage by pledging defeasance
collateral in accordance with the terms of the Mortgage Note, then the Master
Servicer shall, if permitted pursuant to the terms of such Mortgage Note
(including pursuant to any provision which permits a lender or its successor to
require that the related Mortgagor deliver any additional documents as such
lender or assignee may reasonably request), obtain a Rating Agency Confirmation
with respect to such defeasance and obtain reasonable assurance that any related
expenses will be paid for by the Mortgagor. In addition, the Master Servicer
shall require an Opinion of Counsel (which shall be at the expense of the
Mortgagor) to the effect that such defeasance will not cause an Adverse REMIC
Event.
Section 8.7 Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall notify the Special Servicer of the occurrence
of a Servicing Transfer Event in respect of any Mortgage Loan and, subject to
Section 8.18, the Special Servicer shall monitor such Mortgage Loan, evaluate
whether the causes of any default thereunder can be corrected over a reasonable
period without significant impairment of the value of the related Mortgaged
Property, initiate corrective action in cooperation with the Mortgagor if, in
the Special Servicer's reasonable and good faith judgment, cure is likely, and
take such other actions as are consistent with the Servicing Standard. If, in
the Special Servicer's reasonable and good faith judgment, such corrective
action has been unsuccessful, no satisfactory arrangement can be made for
collection of delinquent payments and no other alternative consistent with the
Servicing Standard can be negotiated, and the defaulted Mortgage Loan has not
been released from the Trust pursuant to any provision hereof, then the Special
Servicer shall, subject to subsections (b) through (d) of this Section 8.7,
exercise reasonable efforts, consistent with the Servicing Standard, to
foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of property securing such Mortgage Loan. The
foregoing is subject to the provision that, in any case in which a Mortgaged
Property shall have suffered damage from an Uninsured Cause, the Master Servicer
and the Special Servicer shall each have the right but not the obligation to
expend its own funds as a Servicing Advance toward the restoration of such
property if it shall determine in its reasonable discretion (i) that such
restoration will increase, on a net present value basis, the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement
to itself for such Advances (together with Advance Interest), and (ii) that such
Advances (together with Advance Interest) will be recoverable by the Master
Servicer or Special Servicer, as the case may be, out of the proceeds of
liquidation of such Mortgaged Property, as contemplated in Section 5.2. The
Special Servicer (or, at the direction of the Special Servicer and subject to
Section 4.2, the Master Servicer) shall advance all other costs and expenses
incurred by it in any such proceedings, subject to its being entitled to
reimbursement therefor as a Servicing Advance as provided in Section 4.2 or
Section 5.2, and further subject to its being entitled to pay out of the related
Liquidation Proceeds any Liquidation Expenses incurred in respect of any
Mortgage Loan, which Liquidation Expenses were outstanding at the time such
proceeds are received. When applicable state law permits the Special Servicer to
select between judicial and non-judicial foreclosure in respect of any Mortgaged
Property, the Special Servicer shall make such selection in a manner consistent
with the Servicing Standard. Nothing contained in this Section 8.7 shall be
construed so as to require the Special Servicer, on behalf of the Trust, 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 sole judgment taking into account, among other things,
the physical condition of the Mortgaged Property, the state of the local
economy, the Trust's obligation to dispose of any REO Property within the period
specified in Section 8.19, and the results of any Appraisal obtained pursuant to
this Agreement, all such bids to be made in a manner consistent with the
Servicing Standard. If and when 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, the Special Servicer is authorized to have an
Appraisal performed with respect to such property (the cost of which Appraisal
shall be covered by, and be reimbursable as, a Servicing Advance).
(b) The Special Servicer shall not acquire any personal property pursuant
to this Section 8.7 (with the exception of cash or cash equivalents pledged as
collateral for a Mortgage Loan) 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 may be withdrawn from the Certificate
Account pursuant to Section 5.2) to the effect that the holding of such
personal property by the Trust will not cause the imposition of a tax
on the Trust or any REMIC Pool 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 8.7, the
Special Servicer shall not, on behalf of the Trustee, complete foreclosure
proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or
otherwise, have a receiver of rents appointed with respect to any Mortgaged
Property, 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, would 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, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously received an Environmental
Assessment in respect of such Mortgaged Property prepared by a Person who
regularly conducts Environmental Assessments dated within one year of the date
of such determination and the Special Servicer, based solely (as to
environmental matters and related costs) on the information set forth in such
Environmental Assessment, determines that:
(i) the Mortgaged Property is in compliance with applicable
Environmental Laws or, if not, that acquiring such Mortgaged Property
and taking such actions as are necessary to bring the Mortgaged
Property in compliance therewith is reasonably likely to produce a
greater recovery to Certificateholders on a present value basis than
not acquiring such Mortgaged Property and not taking such actions; 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 investigations, 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 be required,
that acquiring such Mortgaged Property and taking such actions with
respect to such Mortgaged Property is reasonably likely to produce a
greater recovery to Certificateholders on a present value basis than
not acquiring such Mortgaged Property and not taking such actions.
The cost of any such Environmental Assessment, as well as the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding paragraph, may be withdrawn from the Certificate
Account by the Master Servicer as an expense of the Trust pursuant to Section
5.2; and if any such Environmental Assessment so warrants, the Special Servicer
shall, at the expense of the Trust payable out of the Certificate Account
pursuant to Section 5.2, perform such additional environmental testing as is
consistent with the Servicing Standard to determine whether the conditions
described in clauses (i) and (ii) of the preceding paragraph have been
satisfied.
(d) If the environmental testing contemplated by subsection (c) above
establishes that either 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, then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust
(other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized at such time as it deems appropriate to release all or a portion of
such Mortgaged Property from the lien of the related Mortgage.
(e) The Special Servicer shall provide monthly to the Master Servicer, who
shall, in turn, promptly deliver copies thereof to the Trustee, written reports
regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earliest to occur of
satisfaction of both such conditions, removal of the related Mortgage Loan from
the Trust and release of the lien of the related Mortgage on such Mortgaged
Property. Within 5 days of its receipt thereof, the Trustee shall deliver a copy
of each such report to the Depositor and each Rating Agency.
(f) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of the maintenance of an action to
obtain a deficiency judgment if the laws of the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan permit such an action.
(g) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination in respect of a
Defaulted Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Master Servicer no later than 10 Business Days following
such Final Recovery Determination.
Section 8.8 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer, as the case may be, will immediately notify the Trustee
and request delivery of the related Mortgage File. Any such notice and request
shall be in the form of a Request for Release signed by a Servicing Officer and
shall include a statement to the effect that all amounts received or to be
received in connection with such payment that are required to be deposited in
the Certificate Account pursuant to Section 5.1 have been or will be so
deposited. Within five Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee shall release, or cause any related Custodian to release, the related
Mortgage File to the Master Servicer or the Special Servicer, whichever
requested it. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.
(b) From time to time as is appropriate for servicing or foreclosure of any
Mortgage Loan, the Master Servicer or the Special Servicer may deliver to the
Trustee a Request for Release signed by a Servicing Officer thereof. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File or such document to the Trustee or the related Custodian, or the
delivery to the Trustee of a certificate of a Servicing Officer 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 Certificate Account pursuant to Section 5.1 have been or will be so
deposited, or that such Mortgage Loan has become an REO Mortgage Loan, the
Request for Release shall be released by the Trustee to the Master Servicer or
the Special Servicer, as applicable.
(c) Within five Business Days (or within such shorter period as delivery
can reasonably be accomplished if the Special Servicer notifies the Trustee of
an exigency) of receipt thereof, the Trustee shall execute and deliver to the
Special Servicer any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged 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. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When
submitted to the Trustee for signature, such documents or pleadings shall be
accompanied by 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 related Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.
Section 8.9 Documents, Records and Funds in Possession of Master Servicer
or Special Servicer to be Held for Trustee for the Benefit of
Certificateholders.
Notwithstanding any other provisions of this Agreement, the Master Servicer
and the Special Servicer shall each transmit to the Trustee, to the extent
required by this Agreement, all documents and instruments coming into the
possession of the Master Servicer or the Special Servicer, as the case may be,
from time to time and shall account fully to the Trustee for any funds received
or otherwise collected thereby, including Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds in respect of any Mortgage Loan or REO Property.
All Mortgage Loan documents and funds collected or held by, or under the control
of, the Master Servicer or the Special Servicer in respect of any Mortgage Loans
and/or REO Properties, whether from the collection of principal and interest
payments or from Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds or otherwise, including any funds on deposit in the Certificate
Account, shall be held by the Master Servicer or the Special Servicer, as the
case may be, for and on behalf of the Trustee and the Certificateholders and
shall be and remain the sole and exclusive property of the Trustee, subject to
the applicable provisions of this Agreement. The Master Servicer and the Special
Servicer each agrees that it shall not create, incur or subject any Mortgage
Loan documents or any funds that are deposited in the Certificate Account or any
Lock-Box Account, Reserve Account or Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage Loan
documents or any funds collected on, or in connection with, a Mortgage Loan or
REO Property, except, however, that the Master Servicer and the Special Servicer
each shall be entitled to receive from any such funds any amounts that are
properly due and payable to the Master Servicer or the Special Servicer, as the
case may be, under this Agreement.
Section 8.10 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
each REO Mortgage Loan. As to each Mortgage Loan, including without limitation
each Specially Serviced Mortgage Loan and each REO Mortgage Loan, the Master
Servicing Fee shall accrue on the related Stated Principal Balance of such
Mortgage Loan outstanding from time to time at the applicable Master Servicing
Fee Rate and shall be computed for the same period respecting which any related
interest payment due or deemed due on such Mortgage Loan is computed. The Master
Servicing Fee with respect to any Mortgage Loan or REO Mortgage Loan shall cease
to accrue if a Liquidation Event occurs in respect thereof. The Master Servicing
Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest
on each Mortgage Loan, REO Income allocable as interest on each REO Mortgage
Loan and the interest portion of P&I Advances on each Mortgage Loan, including
without limitation each REO Mortgage Loan. The Master Servicer shall be entitled
to recover unpaid Master Servicing Fees in respect of any Mortgage Loan,
including without limitation each REO Mortgage Loan, out of that portion of
related Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds or
Repurchase Proceeds allocable as recoveries of interest, to the extent permitted
by Section 5.2. The Master Servicer's 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. The Master Servicer may assign and convey the RMF Retained Fee.
As compensation for its servicing activities, each Primary Servicer shall be
entitled to receive the Primary Servicing Fee.
The Master Servicer shall be entitled to additional master servicing
compensation ("Additional Master Servicing Compensation") in the form of:
(i) 50% of any assumption fees, 100% of any ancillary fees not
otherwise addressed herein, 100% of modification fees expressly
reserved to the Master Servicer herein and Penalty Charges collected on
Mortgage Loans other than Specially Serviced Mortgage Loans and REO
Mortgage Loans, but only to the extent actually paid by the related
Mortgagor and to the extent that all amounts then due and payable with
respect to the related Mortgage Loan have been paid and, with respect
to Default Interest only, are not needed to pay Advance Interest with
respect to any other Mortgage Loan, provided, however, that any
assumption fee payable by the Mortgagor with respect to the Mortgaged
Property related to Loan Number 277 shall be retained by a prior lender
and/or servicer;
(ii) any Prepayment Interest Excesses collected on the Mortgage
Loans, including without limitation Specially Serviced Mortgage Loans
and REO Mortgage Loans, but only to the extent that the aggregate of
all such Prepayment Interest Excesses collected during each Collection
Period exceeds the Prepayment Interest Shortfalls incurred during such
Collection Period;
(iii) any interest and other income earned on the investment of
funds in the Certificate Account, but only to the extent not applied to
offset losses on other investments of funds in the Certificate Account,
and
(iv) any interest and other income earned on the investment of
funds in the Escrow and Reserve Accounts maintained by the Master
Servicer, and any REO Account maintained by the Special Servicer, but
only to the extent not required to be paid to Mortgagors under
applicable law or the terms of the respective Mortgage Loan documents.
(b) 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 Mortgage Loan. As to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan, the Special
Servicing Fee shall accrue on the related Stated Principal Balance of such
Mortgage Loan outstanding from time to time at the Special Servicing Fee Rate
and shall be computed for the same period respecting which any related interest
payment due on such Specially Serviced Mortgage Loan or deemed to be due on such
REO Mortgage Loan is computed. The Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Mortgage Loan shall cease to
accrue if a Liquidation Event occurs in respect thereof or if such loan becomes
a Rehabilitated Mortgage Loan. As to each Specially Serviced Mortgage Loan and
each REO Mortgage Loan, earned but unpaid Special Servicing Fees shall be
payable monthly out of the same sources and at the same time (but separate from)
Master Servicing Fees payable to the Master Servicer in respect of such
Specially Serviced Mortgage Loan or REO Mortgage Loan.
As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Rehabilitated
Mortgage Loan. As to each Rehabilitated Mortgage Loan, the Workout Fee shall be
payable from, and shall be calculated by application of the Workout Fee Rate to,
each collection of interest and principal received on such Mortgage Loan for so
long as it remains a Rehabilitated Mortgage Loan. The Workout Fee with respect
to any Rehabilitated Mortgage Loan will cease to be payable if a Servicing
Transfer Event occurs with respect thereto 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 Rehabilitated Mortgage Loan. If the
Special Servicer is terminated other than for cause or resigns in accordance
with Section 8.24, it shall retain the right to receive any and all Workout Fees
payable in respect of Mortgage Loans that became Rehabilitated Mortgage Loans
during the period that it acted as Special Servicer and were still such at the
time of such termination or resignation (and the successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until
the Workout Fee for any such loan ceases to be payable in accordance with the
preceding sentence.
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 or any Liquidation Proceeds (other than in connection
with the purchase of any such Specially Serviced Mortgage Loan or REO Property
by any Person entitled to effect an optional termination of the Trust pursuant
to Section 10.01). The Liquidation Fee with respect to any such Specially
Serviced Mortgage Loan will not be payable if such Mortgage Loan becomes a
Rehabilitated Mortgage Loan. Notwithstanding anything herein to the contrary, no
Liquidation Fee will 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.
The Special Servicer shall be entitled to additional special servicing
compensation ("Additional Special Servicing Compensation") in the form of 100%
of any modification fees, assumption fees, ancillary fees not otherwise
addressed herein and, to the extent not otherwise applied to pay Advance
Interest as provided herein, Penalty Charges, collected on Specially Serviced
Mortgage Loans and REO Mortgage Loans and 50% of any assumption fees and 100% of
any modification fees expressly reserved to the Special Servicer herewith
collected on Mortgage Loans other than Specially Serviced Mortgage Loans and REO
Mortgage Loans.
(c) The Master Servicer and the Special Servicer shall each be required to
pay out of its own funds all overhead and general and administrative expenses
incurred by it in connection with its servicing activities hereunder (including,
without limitation, the premiums for any blanket policy obtained by it insuring
against hazard losses pursuant to Section 8.5(b)), if and to the extent such
expenses are not payable directly out of the Certificate Account, and neither
the Master Servicer nor the Special Servicer, as the case may be, shall be
entitled to reimbursement except as expressly provided in this Agreement.
Section 8.11 Master Servicer Reports; Account Statements.
(a) The Master Servicer shall deliver to the Trustee, (i) no later than
4:00 p.m. Eastern time on the third Business Day preceding each Distribution
Date the Master Servicer Preliminary Remittance Report, and (ii) no later than
4:00 p.m. Eastern time on the Report Date, the Master Servicer Remittance Report
with respect to the related Distribution Date, and upon request, shall deliver a
copy of such report to the Healthcare Adviser and Special Servicer. The Special
Servicer shall provide all information relating to Specially Serviced Mortgage
Loans and REO Properties to permit the Master Servicer to satisfy its duties in
this Section 8.11 on or before the Business Day prior to the Report Date.
(b) The Master Servicer shall deliver to the Trustee and the Special
Servicer within 30 days following each Master Servicer Remittance Date a
statement setting forth the status of the Certificate Account as of the close of
business on such Master Servicer Remittance Date showing, for the period covered
by such statement, the aggregate of deposits of each type provided in Section
5.1 in, and the aggregate of withdrawals of each type provided in Section 5.2
from, the Certificate Account.
Section 8.12 Annual Statement as to Compliance. The Master Servicer and the
Special Servicer shall each deliver to the Depositor and the Trustee, and upon
request, to the Operating Adviser and the Healthcare Adviser (and, in the case
of the Special Servicer, to the Master Servicer) on or before March 31 of each
year, an Officer's Certificate stating, as to the signer thereof, that (a) a
review of the activities of the Master Servicer or the Special Servicer, as the
case may be, during the preceding calendar year or portion thereof and of the
performance of the Master Servicer or the Special Servicer, as the case may be,
under this Agreement has been made under such officer's supervision and (b) 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 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. The Master
Servicer and the Special Servicer shall each forward to the Rating Agencies a
copy of each such statement delivered by it to the Depositor and the Trustee.
Section 8.13 Annual Independent Public Accountants' Servicing Report. On or
before March 31 of each year, the Master Servicer at its expense shall cause a
firm of Accountants to furnish a statement to the Depositor and the Trustee, and
upon request, to the Operating Adviser and the Healthcare Adviser to the effect
that (i) it has obtained a letter of representation regarding certain matters
from the management of the Master Servicer, which includes an assertion that the
Master Servicer 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 Special Servicer will deliver to the Depositor, the Sellers, the
Operating Adviser, the Healthcare Adviser, the Trustee and the Master Servicer
an annual accountants' report only if, and in such form as may be, requested by
the Rating Agencies.
The Master Servicer and the Special Servicer, to the extent applicable,
shall each, with 90 days prior notice, use reasonable efforts to cause the
applicable Accountants to cooperate with the Depositor in conforming any reports
delivered pursuant to this Section 8.13 to requirements imposed by the
Securities and Exchange Commission on the Depositor in connection with the
Securities and Exchange Commission's issuance of a no-action letter relating to
the Depositor's reporting requirements in respect of the Trust pursuant to the
Exchange Act.
The Master Servicer and the Special Servicer shall each forward to the
Rating Agencies a copy of each statement delivered by it to the Depositor and
the Trustee pursuant to this Section 8.13.
Section 8.14 Certain Reports Regarding the Mortgage Loans and the
Mortgaged Properties.
(a) Not later than 4:00 p.m. Eastern time on the Report Date in each month,
the Master Servicer shall deliver to the Trustee the CSSA Data Files containing
information regarding the Mortgage Loans as of the end of the related Collection
Period, which CSSA Data Files will contain substantially the categories of
information regarding the Mortgage Loans set forth in Exhibit Q, will be
delivered in a format mutually acceptable to the Master Servicer and the
Trustee. The Master Servicer also maintains a site on the World Wide Web at
www.amresco.com at which property level information will be available.
(b) [reserved.]
(c) No later than the Report Date, the Master Servicer shall deliver or
cause to be delivered to the Trustee the following reports with respect to the
Mortgage Loans (and, if applicable, the related REO Properties), providing the
required information as of the Due Date: (i) a Comparative Financial Status
Report, (ii) a Delinquent Loan Status Report; (iii) an Historical Loss Estimate
Report; (iv) an Historical Loan Modification Report; and (v) an REO Status
Report. Such reports shall be presented in writing and on a computer readable
medium reasonably acceptable to the Trustee. The information that pertains to
Specially Serviced Mortgage Loans and REO Properties reflected in such reports
shall be based solely upon the reports delivered by the Special Servicer to the
Master Servicer pursuant to Section 8.29. In the absence of manifest error, the
Master Servicer shall be entitled to conclusively rely upon, without
investigation or inquiry, the information and reports delivered to it by the
Special Servicer, and the Trustee shall be entitled to conclusively rely upon
the Master Servicer's reports and the Special Servicer's reports without any
duty or obligation to recompute, verify or recalculate any of the amounts and
other information stated therein. Any of such reports may include any
disclaimers the Master Servicer deems appropriate.
(d) The Master Servicer shall deliver or cause to be delivered to the
Trustee the following materials, in each case to the extent that such materials
or the information on which they are based have been received by the Master
Servicer:
(i) At least annually by June 30th, with respect to each Mortgage
Loan and REO Mortgage Loan, an Operating Statement Analysis for the
related Mortgaged Property or REO Property as of the end of the
preceding calendar year, together with copies of the operating
statements and rent rolls (but only to the extent the related Mortgagor
is required by the Mortgage to deliver, or otherwise agrees to provide
such information and, with respect to operating statements and rent
rolls for Specially Serviced Mortgage Loans and REO Properties, only to
the extent delivered by the Special Servicer) for the related Mortgaged
Property or REO Property as of the end of the preceding fiscal year.
The Master Servicer shall use its reasonable efforts to obtain such
annual operating statements and rent rolls with respect to each of the
Mortgage Loans other than Specially Serviced Mortgage Loans or REO
Mortgage Loans, which efforts shall include a letter sent to the
related Mortgagor each quarter (followed up with telephone calls)
requesting such annual operating statements and rent rolls until they
are received to the extent such action is consistent with applicable
law and the terms of the Mortgage Loans.
(ii) Within thirty days after receipt by the Master Servicer (or
twenty days after receipt from the Special Servicer in the case of a
Specially Serviced Mortgage Loan or REO Property) of any annual
operating statements with respect to any Mortgaged Property or REO
Property, an NOI Adjustment Worksheet for such Mortgaged Property (with
the annual operating statements attached thereto as an exhibit).
The Master Servicer shall maintain one Operating Statement Analysis report
for each Mortgaged Property and REO Property (to the extent prepared by and
received from the Special Servicer in the case of any REO Property or any
Mortgaged Property constituting security for a Specially Serviced Mortgage
Loan). The Operating Statement Analysis report for each Mortgaged Property
(other than any such Mortgaged Property which is REO Property or constitutes
security for a Specially Serviced Mortgage Loan) is to be updated by the Master
Servicer and such updated report delivered to the Trustee on the Master Servicer
Remittance Date which is no earlier than thirty days after receipt by the Master
Servicer of updated operating statements for such Mortgaged Property. The Master
Servicer will use the "normalized" column from the NOI Adjustment Worksheet to
update the Operating Statement Analysis report and will use any operating
statements received with respect to any Mortgaged Property (other than any such
Mortgaged Property which is REO Property or constitutes security for a Specially
Serviced Mortgage Loan) to update the Operating Statement Analysis report for
such Mortgaged Property, such updates to be completed and copies thereof sent to
the Trustee within thirty days after receipt of the necessary information.
(e) No later than the Report Date, beginning in October 1998, the Master
Servicer shall prepare and deliver to the Trustee and the Special Servicer, a
Watch List of all Mortgage Loans that the Master Servicer has determined are in
jeopardy of becoming Specially Serviced Mortgage Loans. For this purpose,
Mortgage Loans that are in jeopardy of becoming Specially Serviced Mortgage
Loans shall include, without limitation: (i) Mortgage Loans having a current
Debt Service Coverage Ratio that is 80% or less of the trailing twelve-month
Debt Service Coverage Ratio as of the Cut-off Date or having a current trailing
twelve-month Debt Service Coverage Ratio that is less than 1.00x, (ii) Mortgage
Loans as to which any required inspection of the related Mortgaged Property
conducted by the Master Servicer indicates a problem that the Master Servicer
determines can reasonably be expected to materially adversely affect the cash
flow generated by such Mortgaged Property, (iii) Mortgage Loans which have come
to the Master Servicer's attention in the performance of its duties under this
Agreement (without any expansion of such duties by reason hereof) that (A) any
tenant occupying 25% or more of the space in the related Mortgaged Property has
vacated (without being replaced by a comparable tenant and lease) or been the
subject of bankruptcy or similar proceedings or (B) relate to a borrower or an
affiliate that is the subject of a bankruptcy or similar proceeding, (iv)
Mortgage Loans that are at least one full Collection Period delinquent in
payment, and (v) Mortgage Loans that are within 60 days of maturity. Any such
Watch List may include any disclaimers the Master Servicer deems appropriate.
The Special Servicer shall report to the Master Servicer any of the
foregoing events promptly upon the Special Servicer having knowledge of such
event. In addition, in connection with their servicing of the Mortgage Loans,
the Master Servicer and the Special Servicer shall provide to each other and to
the Trustee written notice of any event that comes to their knowledge with
respect to a Mortgage Loan or REO Property that the Master Servicer or the
Special Servicer, respectively, determines, in accordance with the Servicing
Standard, would have a material adverse effect on such Mortgage Loan or REO
Property, which notice shall include an explanation as to the reason for such
material adverse effect.
(f) At least two Business Days prior to each Master Servicer Remittance
Date, the Special Servicer shall deliver, or cause to be delivered, to the
Master Servicer and, upon the request of any of the Trustee, the Depositor, the
Sellers or either Rating Agency, to such requesting party, the following reports
with respect to the Specially Serviced Mortgage Loans (and, if applicable, the
related REO Properties), providing the required information as of the Due Date:
(i) a Delinquent Loan Status Report; (ii) an Historical Loss Estimate Report;
(iii) an Historical Loan Modification Report; (iv) an REO Status Report; (v)
Comparative Financial Status Reports with respect to all Specially Serviced
Mortgage Loans; and (vi) CSSA Data Files, as defined. Such reports shall be
presented in writing and on a computer readable magnetic medium.
(g) The Special Servicer shall deliver or cause to be delivered to the
Master Servicer and, upon the request of any of the Trustee, the Depositor, the
Sellers or any Rating Agency, to such requesting party, the following materials,
in each case to the extent that such materials or the information on which they
are based have been received by the Special Servicer:
(i) Annually, on or before June 10 of each year, commencing with
June 10, 1999, with respect to each Specially Serviced Mortgage Loan
and REO Mortgage Loan, an Operating Statement Analysis for the related
Mortgaged Property or REO Property as of the end of the preceding
calendar year, together with copies of the operating statements and
rent rolls for the related Mortgaged Property or REO Property as of the
end of the preceding calendar year. The Special Servicer shall use its
best reasonable efforts to obtain such annual operating statements and
rent rolls with respect to each Mortgaged Property constituting
security for a Specially Serviced Mortgage Loan and each REO Property,
which efforts shall include a letter sent to the related Mortgagor or
other appropriate party each quarter (followed up with telephone calls)
requesting such annual operating statements and rent rolls until they
are received.
(ii) Within 10 days of receipt by the Special Servicer of any
annual operating statements with respect to any Mortgaged Property
relating to a Specially Serviced Mortgage Loan, or at least six months
of operating information with respect to any REO Property, an NOI
Adjustment Worksheet for such Mortgaged Property or REO Property (with
the annual operating statements attached thereto as an exhibit).
The Special Servicer shall maintain one Operating Statement Analysis report
for each Mortgaged Property securing a Specially Serviced Mortgage Loan and REO
Property. The Operating Statement Analysis report for each Mortgaged Property
which constitutes security for a Specially Serviced Mortgage Loan or is an REO
Property is to be updated by the Special Servicer and such updated report
delivered to the Master Servicer within ten days after receipt by the Special
Servicer of updated operating statements for each such Mortgaged Property. In
addition, the Special Servicer shall with respect to any such report provide
each such report to the Master Servicer in the then applicable CSSA format. The
Special Servicer will use the "normalized" column from the NOI Adjustment
Worksheet to update the Operating Statement Analysis report and will use any
operating statements received with respect to any Mortgaged Property which
constitutes security for a Specially Serviced Mortgage Loan or is an REO
Property to update the Operating Statement Analysis report for such Mortgaged
Property, such updates to be completed and copies thereof sent to the Master
Servicer within ten days after receipt of the necessary information.
(h) The Trustee shall be entitled to rely conclusively on and shall not be
responsible for the content or accuracy of any information provided to it by the
Master Servicer or the Special Servicer pursuant to this Agreement.
(i) The Trustee shall send copies of the reports received by it pursuant to
Sections 8.14(a) and (b) to the Depositor, the Special Servicer, the Operating
Adviser, the Sellers and each Rating Agency.
Section 8.15 Certain Available Information and Related Rights
of the Master Servicer and the Special Servicer.
(a) Subject to the restrictions described below (and except to the extent
not permitted by law or under any of the Mortgage Loan documents), the Master
Servicer and the Special Servicer shall each also afford the Rating Agencies,
the Depositor, the Sellers, the Trustee, the Fiscal Agent, the Special Servicer,
the Underwriters, the Operating Adviser, the Healthcare Adviser, any
Certificateholder, any Certificate Owner and any Prospective Investor, upon
reasonable notice and during normal business hours, reasonable access to any and
all additional relevant, non-proprietary and non-attorney-client-privileged
records and documentation in its possession or under its control regarding the
Mortgage Loans, REO Properties and all accounts, insurance policies and other
relevant matters relating to this Agreement, and access to Servicing Officers of
the Master Servicer or Special Servicing Officers of the Special Servicer, as
the case may be, responsible for its obligations hereunder. Copies (or computer
diskettes or other digital or electronic copies of such information if
reasonably available in lieu of paper copies) of any and all of the foregoing
items shall be made available by the Master Servicer or the Special Servicer, as
the case may be, upon request; provided, however, that the Master Servicer and
the Special Servicer shall each be permitted to require payment by the
requesting party (other than the Depositor, the Trustee, the Underwriters, the
Sellers or either Rating Agency) of a sum sufficient to cover the reasonable
expenses actually incurred by the Master Servicer or the Special Servicer, as
the case may be, of providing access or copies (including electronic or digital
copies) of any such information requested in accordance with the preceding
sentence.
(b) Nothing herein shall be deemed to require the Master Servicer or
Special Servicer to confirm, represent or warrant the accuracy of (or to be
liable or responsible for) any other Person's information or report, included in
any communication from the other (unless the Master Servicer and the Special
Servicer are the same Person) or from a Mortgagor. Neither the Master Servicer
nor the Special Servicer shall have any liability to the Depositor, the Trustee,
any Certificateholder, any Certificate Owner, the Underwriters, either Rating
Agency or any other Person to whom it delivers information pursuant to this
Section 8.15 or any other provision of this Agreement for federal, state or
other applicable securities law violations relating to the disclosure of such
information. In the event any Person brings any claims relating to or arising
from the foregoing against the Master Servicer or the Special Servicer, the
Trust (from amounts held in the Certificate Account from time to time) shall
hold harmless and indemnify the Master Servicer or the Special Servicer, as the
case may be, from any loss or expense (including attorneys' fees) relating to or
arising from such claims.
(c) The Master Servicer and the Special Servicer shall each produce the
reports required of it under this Agreement; provided, however, that neither the
Master Servicer nor the Special Servicer shall be required to produce any ad hoc
non-standard written reports with respect to the Mortgage Loans. In the event
the Master Servicer or the Special Servicer elects to provide such reports, it
may require the Person requesting such report to pay a reasonable fee to cover
the costs of the preparation thereof. Requests for any such report shall be
made, and any such report shall be disseminated, through the Trustee.
(d) In connection with providing access to or copies of the items described
in the subsections (a), (b) and/or (c) of this Section 8.15 or in Section 8.16,
the Master Servicer, the Special Servicer and the Trustee may each require: (a)
in the case of Certificate Owners, a written confirmation executed by the
requesting Person, in form reasonably satisfactory to the Master Servicer, the
Special Servicer or the Trustee, as the case may be, generally to the effect
that such Person is a beneficial holder of Certificates, is requesting the
information solely for use in evaluating such Person's investment in the
Certificates and will otherwise keep such information confidential; and (b) in
the case of Prospective Investors, a written confirmation executed by the
requesting Person, in form reasonably satisfactory to the Master Servicer, the
Special Servicer or the Trustee, as the case may be, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest
therein, is requesting the information solely for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential.
(e) The Master Servicer and the Special Servicer shall each provide or
cause to be provided to the Office of Thrift Supervision, the FDIC and any other
federal or state banking or insurance regulatory authority that may exercise
authority over any Certificateholder or Certificate Owner, access to any and all
records and other documentation regarding the Mortgage Loans and the Trust Fund
within its control that may be required 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 Master
Servicer or the Special Servicer, as the case may be, designated by it.
(f) The Master Servicer and the Special Servicer shall each cooperate in
providing the Rating Agencies with such other pertinent information relating to
the Mortgage Loans as is or should be in their respective possession as the
Rating Agencies may reasonably request. Any Holder of a Privately Offered
Certificate may, upon request to the Trustee (which may be in the form of a
standing request for as long as such Holder remains a Holder of any such
Certificates), obtain a copy of any report or other information (to the extent
the Trustee has such report or other information in its possession) delivered to
the Rating Agencies under this Agreement.
Section 8.16 Rule 144A Information. For so long as any of the Certificates
are "restricted securities" within the meaning of Rule 144A under the 1933 Act,
each of the Master Servicer and the Special Servicer agrees to provide to the
Trustee, which in turn shall provide to any Holder, Certificate Owner or
Prospective Investor of such Certificates, upon the request of such Holder,
Certificate Owner or Prospective Investor, subject to the other provisions of
this Section 8.16 and the provisions of subsections (b), (c) and (d) of Section
8.15, any information prepared by or otherwise in the possession or under the
control of the Master Servicer or the Special Servicer, as the case may be, that
has not already been delivered to the Trustee and that is required to be
provided to such Holder, Certificate Owner or Prospective Investor to satisfy
the condition set forth in Rule 144A(d)(4) under the 1933 Act, including,
without limitation, copies of the reports and information described in
subsection (a) of Section 8.15.
Any recipient of information provided pursuant to this Section 8.16 shall
agree that such information shall not be disclosed or used for any purpose other
than the evaluation of an investment in the Certificates. Unless the Master
Servicer or the Special Servicer chooses to deliver the information directly,
the Trustee shall be responsible for the physical delivery of the information
requested pursuant to this Section 8.16. As a condition to the Master Servicer
or the Special Servicer making any report or information available upon request
to any Person other than one of the other parties hereto, the Master Servicer or
the Special Servicer, as the case may be, may require that the recipient of such
information acknowledge that the Master Servicer or the Special Servicer, as the
case may be, may contemporaneously provide such information to the Depositor,
the Sellers, the Trustee, the Underwriters and/or the Certificateholders and
Certificate Owners. The Master Servicer and the Special Servicer will each be
permitted to require payment of a sum by the requesting party (other than the
Rating Agencies, the Depositor, the Sellers, the Trustee or the Underwriters)
sufficient to cover the reasonable costs and expenses of making such information
available.
Section 8.17 Inspections; Collection of Financial Statements.
(a) The Master Servicer shall perform (or cause to be performed) a physical
inspection of each Mortgaged Property (other than Mortgaged Properties
constituting REO Properties or collateral for Specially Serviced Mortgaged
Loans) at such times and in such manner as are consistent with the Servicing
Standard, but in any event at least once every two years (or, if the related
Mortgage Loan has a current balance of more than the lesser of $1,000,000 and 3%
of the then-aggregate Stated Principal Balance of the Mortgage Pool, at least
once every year). The Master Servicer shall promptly prepare (or cause to be
prepared) a written report of each such inspection detailing the condition of
the Mortgaged Property and specifying the existence of (i) any vacancy in the
Mortgaged Property evident from such inspection that the Master Servicer deems
material, (ii) any sale, transfer or abandonment of the Mortgaged Property
evident from such inspection, (iii) any adverse change in the condition or value
of the Mortgaged Property evident from such inspection that the Master Servicer
deems material, or (iv) any waste committed on the Mortgaged Property evident
from such inspection. The Master Servicer shall deliver to the Trustee a copy of
each such written report within 60 days of the related inspection, and upon
request, shall deliver a copy of such written report to the Healthcare Adviser
(only with respect to the Healthcare Loans) or the Special Servicer or the
Depositor.
(b) The Special Servicer shall perform (or cause to be performed), as soon
as practicable after the commencement of its servicing obligations hereunder, a
physical inspection of each REO Property and each Mortgaged Property
constituting collateral for a Specially Serviced Mortgage Loan, and thereafter
at such times and in such manner as are consistent with the Servicing Standard,
but in any event at least once per calendar year. If any Mortgage Loan becomes a
Specially Serviced Mortgage Loan, then as soon as practicable (and in any event
within 90 days thereafter) the Special Servicer shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property constituting
collateral for such Mortgage Loan. The Special Servicer shall promptly prepare
(or cause to be prepared) a written report of each such inspection detailing the
condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property evident from such inspection that the Special
Servicer deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property evident from such inspection, (iii) any adverse change in the condition
or value of the Mortgaged Property evident from such inspection that the Special
Servicer deems material, or (iv) any waste committed on the Mortgaged Property
evident from such inspection. The Special Servicer shall deliver to the Master
Servicer, the Trustee and the Depositor a copy of each such written report
within 60 days of the related inspection.
(c) The Master Servicer (or, in the case of Specially Serviced Mortgage
Loans, the Special Servicer) shall make reasonable efforts to collect promptly
from each Mortgagor quarterly and annual operating statements and rent rolls of
the related Mortgaged Property, and financial statements of such Mortgagor, if
delivery of such items is required pursuant to the terms of the related Mortgage
Loan documents. In addition, the Special Servicer shall use reasonable efforts
to obtain quarterly and annual operating statements and rent rolls with respect
to each REO Property. The Master Servicer and Special Servicer shall each
deliver copies of the collected items to the Trustee and upon request, each
other such party and shall make such items available to the Depositor or the
Operating Adviser upon request.
Section 8.18 Modifications, Waivers, Amendments, Extensions and Consents.
(a) Subject to the limitations of Section 12.3 hereof, the Special Servicer
and Master Servicer, as applicable, shall have the following powers:
(i) The Special Servicer in accordance with the Servicing
Standard, may agree to any modification, waiver, amendment or consent
of or relating to any non-Money Term of a Mortgage Loan that is not a
Specially Serviced Mortgage Loan so long as such amendment will not
result in an Adverse REMIC Event. The Special Servicer may extend the
maturity date of any Balloon Mortgage Loan that is not a Specially
Serviced Mortgage Loan to a date that is not more than 60 days
following the original Maturity Date, not later than two years prior to
the Rated Final Distribution Date, and is not later than 10 years
before the expiration of any ground lease related to such Mortgage
Loan, if in the Special Servicer's sole judgment exercised in good
faith and in accordance with the Servicing Standard (and evidenced by
an Officer's Certificate), a default in the payment of the Balloon
Payment is reasonably foreseeable and such extension is reasonably
likely to produce a greater recovery on a net present value basis than
liquidation of such Mortgage Loan. The Special Servicer shall process
all such extensions and shall be entitled to (as additional servicing
compensation) 100% of any extension fees collected from a Mortgagor
with respect to any such extension.
The Master Servicer may modify or amend the terms of any Mortgage
Loan without the consent of the Special Servicer in order to (i) cure
any ambiguity therein or (ii) correct or supplement any provisions
therein which may be inconsistent with any other provisions therein or
correct any error, provided that such modification or amendment would
not cause an Adverse REMIC Event to occur. Other than as set forth
above in this Section 8.18(a)(i) the Master Servicer shall not agree to
any modification or amendment of a Mortgage Loan or any waiver or
consent (other than immaterial waivers and consents made in the
ordinary course of business).
(ii) The Special Servicer may require, in its discretion, as a
condition to granting any request by a Mortgagor for any consent,
modification, waiver or amendment, that such Mortgagor pay to the
Special Servicer a reasonable and customary modification fee to the
extent permitted by law. The Special Servicer may charge the Mortgagor
for any costs and expenses (including attorneys' fees) incurred by the
Special Servicer in connection with any request for a modification,
waiver or amendment. The failure or inability of the Mortgagor to pay
any such costs and expenses shall not impair the right of the Special
Servicer to cause such costs and expenses, and interest thereon at the
Advance Rate, to be paid or reimbursed by the Trust as a Servicing
Advance (to the extent not paid by the Mortgagor).
(iii) Each of the Special Servicer and the Master Servicer, as
applicable, shall notify the Trustee of any modification, waiver or
amendment of any term of any Mortgage Loan permitted by it under this
Section and the date thereof, and shall deliver to the Trustee for
deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly
following the execution thereof except to the extent such documents
have been submitted to the applicable recording office, in which event
the Special Servicer or the Master Servicer, as applicable, shall
promptly deliver copies of such documents to the Trustee.
(b) Subject to the limitation of Section 12.4 hereof, the Special Servicer,
in accordance with the Servicing Standard, shall have the following additional
powers:
(i) The Special Servicer may enter into a modification, waiver or
amendment (including, without limitation, the substitution or release
of collateral or the pledge of additional collateral) of the terms of a
Specially Serviced Mortgage Loan, including any modification, waiver or
amendment to (a) reduce the amounts owing under any Specially Serviced
Mortgage Loan by forgiving principal, accrued interest or any
Prepayment Premium, (b) reduce the amount of the Monthly Payment on any
Specially Serviced Mortgage Loan, including by way of a reduction in
the related Mortgage Rate, (c) forebear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially
Serviced Mortgage Loan, (d) extend the Maturity Date of any Specially
Serviced Mortgage Loan and/or (e) accept a principal prepayment on any
Specially Serviced Mortgage Loan during any period during which
voluntary Principal Prepayments are prohibited, provided that (1) the
related Mortgagor is in default with respect to the Specially Serviced
Mortgage Loan or, in the judgment of the Special Servicer, such default
is reasonably foreseeable, (2) in the reasonable 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 Mortgage Rate) and
(3) such modification, waiver or amendment would not cause an Adverse
REMIC Event to occur.
In no event shall the Special Servicer (i) extend the Maturity Date of a
Specially Serviced Mortgage Loan beyond a date that is two years prior to the
Final Rated Distribution Date; (ii) extend the Maturity Date of any Specially
Serviced Mortgage Loan at an interest rate below the then-prevailing interest
rate for comparable loans at the time of such modification as determined by the
Special Servicer (such limitation of extensions made at below market rates shall
not limit the ability of the Special Servicer to extend the Maturity Date of any
Specially Serviced Mortgage Loan at an interest rate at or in excess of the
prevailing rate for comparable loans at the time of such modification); (iii) if
the Specially Serviced Mortgage Loan is secured by a ground lease, extend the
Maturity Date of such Specially Serviced 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 of a Specially Serviced Mortgage Loan to a rate
below the then-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 Specially Serviced Mortgage Loan in excess of 10% of the Stated Principal
Balance of such Specially Serviced Mortgage Loan or defer the collection of
interest on any Specially Serviced Mortgage Loan without accruing interest on
such deferred interest at a rate at least equal to the Mortgage Rate of such
Specially Serviced Mortgage Loan.
Notwithstanding the foregoing, if a Mortgage Loan is a Balloon Loan that
has failed to make the Balloon Payment at its scheduled maturity, and such
Balloon Loan is not a Specially Serviced Mortgage Loan (other than by reason of
failure to make the Balloon Payment) and has not been delinquent in the
preceding 12 months (other than with respect to the Balloon Payment), then in
addition to the other alternatives specified above, the Special Servicer may
make up to three one-year extensions at the existing Mortgage Rate for such
Mortgage Loan; provided that in no event shall any such extension extend beyond
the date that is two years prior to the Final Rated Distribution Date or beyond
the date that is 10 years before the expiration of any ground lease related to
such Mortgage Loan.
The determination of the Special Servicer contemplated by clause (2) of the
proviso to the first paragraph of this Section 8.18(b)(i) and clause (ii) of the
second paragraph of this Section 8.18(b)(i) 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.
(ii) In the event the Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a
Mortgaged Property pursuant to Section 8.18(b)(i) or pledge additional
collateral for the Mortgage Loan pursuant to Section 8.18(b)(i), if the
security interest of the Trust in such collateral would be perfected by
possession, or if such collateral requires special care or protection,
then prior to agreeing to such substitution or addition of collateral,
the Special Servicer shall make arrangements for such possession, care
or protection, and prior to agreeing to such substitution or addition
of collateral (or such arrangement for possession, care or protection)
shall obtain the prior written consent of the Trustee with respect
thereto (which consent shall not be unreasonably withheld, delayed or
conditioned); provided, however, that any such substitution or addition
of collateral shall require Rating Agency Confirmation; provided
further, however, that the Trustee shall not be required (but has the
option) to consent to any substitution or addition of collateral or to
hold any such collateral which will require the Trustee to undertake
any additional duties or obligations or incur any additional expense.
(iii) The Special Servicer will promptly deliver to the Master
Servicer, the Healthcare Adviser only with respect to the Healthcare
Loans, the Operating Adviser, the Rating Agencies, the Depositor and
the Trustee a notice, specifying any such modifications, waivers or
amendments, such notice identifying the affected Specially Serviced
Mortgage Loan. Such notice shall be delivered to the Trustee and shall
set forth the reasons for such waiver, modification, or amendment
(including, but not limited to, information such as related income and
expense statements, rent rolls, occupancy status, property inspections,
and an internal or external appraisal performed in accordance with MAI
standards and methodologies (and, if done externally, the cost of such
appraisal shall be recoverable as a Servicing Advance subject to the
provisions of Section 4.2 hereof)). The Special Servicer shall also
deliver to the Trustee, (or the Custodian), with a copy to the Master
Servicer, for deposit in the related Mortgage File, an original
counterpart of the agreement relating to such modification, waiver or
amendment promptly following the execution thereof.
(c) No fee described in this Section shall be collected by the Special
Servicer from the Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of the Mortgage Loan (other
than consent, modification, waiver or amendment pursuant to Section 8.18(b)(i))
if the collection of such fee would cause such consent, modification, waiver or
amendment to be a "significant modification" of the Mortgage Note within the
meaning of Treasury Regulation ss. 1.860G-2(b). Subject to the foregoing, the
Special Servicer shall use its reasonable efforts, to collect any modification
fees and other expenses connected with a permitted modification of a Mortgage
Loan from the Mortgagor. The inability of the Mortgagor to pay any costs and
expenses of a proposed modification shall not impair the right of the Special
Servicer, the Master Servicer or the Trustee to be reimbursed by the Trust for
such expenses (including any cost and expense associated with the Opinion of
Counsel referred to in this Section).
(d) The Master Servicer shall cooperate with the Special Servicer (as
provided in Section 8.6) in connection with assignments and assumptions of
Mortgage Loans that are not Specially Serviced Mortgage Loans.
(e) Notwithstanding anything herein to the contrary, the Special Servicer
shall not be permitted to take or refrain from taking any action pursuant to
instructions from the Operating Adviser that would cause it to violate any term
or provision of this Agreement, including the REMIC Provisions and the Servicing
Standard.
Section 8.19 Title to REO Property.
(a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued in the name of the Trustee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust, shall in
accordance with Section 8.31 attempt to sell any REO Property for cash by the
close of the third taxable year of the REMIC following the taxable year in which
the Trust acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code (such date, the "REO Sale Deadline"), unless the Special
Servicer either (i) applies for, more than 60 days prior to the REO Sale
Deadline, and is subsequently 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 and the Special
Servicer, to the effect that the holding by the Trust Fund of such REO Property
subsequent to the REO Sale Deadline will not result in the imposition of taxes
on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined in
Section 860F of the Code or cause 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
attempt to sell such REO Property within such period beyond the REO Sale
Deadline as is permitted by such REO Extension or is contemplated by such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted 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
an expense of the Trust payable out of the Certificate Account pursuant to
Section 5.2.
(b) The Special Servicer shall segregate and hold all funds collected and
received in connection with the operation of each REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to each REO Property an account held in trust for the benefit of
the Certificateholders in the name of "LaSalle National Bank, as Trustee for the
Holders of Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates Series 1998-CF1 [name of Property Account]" (each, an "REO
Account"), which shall be an Eligible Account. Amounts in any REO Account shall
be invested in Eligible Investments. The Special Servicer shall deposit all
funds received with respect to an REO Property in the applicable REO Account
within one Business Day of receipt. The Special Servicer shall account
separately for funds received or expended with respect to each REO Property. All
funds in each REO Account may be invested only in Eligible Investments. The
Special Servicer shall notify the Trustee and the Master Servicer in writing of
the location and account number of each REO Account and shall notify the Trustee
prior to any subsequent change thereof. On or before each Special Servicer
Remittance Date, the Special Servicer shall withdraw from each REO Account and
deposit in the Certificate Account, the REO Income received or collected during
the Collection Period immediately preceding such Special Servicer Remittance
Date on or with respect to the related REO Properties and reinvestment income
thereon; provided, however, that the Special Servicer may retain in such REO
Account such portion of such proceeds and collections as may be necessary to
maintain in the REO Account sufficient funds for the proper operation,
management and maintenance of the related REO Property, including, without
limitation, the creation of reasonable reserves for repairs, replacements, and
necessary capital improvements and other related expenses. The Special Servicer
shall notify the Master Servicer of all such deposits (and the REO Properties to
which the deposits relate) made into the Certificate Account.
Section 8.20 Management of REO Property.
(a) Prior to the acquisition of title to any Mortgaged Property securing a
Defaulted Mortgage Loan, 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. If the Special Servicer
determines from such review, in its good faith and reasonable judgment, 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 (such tax referred
to herein as an "REO Tax"), then such Mortgaged Property may be
Directly Operated by the Special Servicer as REO Property;
(ii) Directly Operating such Mortgaged Property as REO Property
could result in income from such Mortgaged Property that would be
subject to an REO Tax, but that a lease of such Mortgaged Property to
another party to operate such Mortgaged Property, or the performance of
some services by an Independent Contractor with respect to such
Mortgaged Property, or another method of operating such Mortgaged
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 feasible) acquire
such Mortgaged Property as REO Property and so lease or operate such
REO Property; or
(iii) Directly Operating such Mortgaged Property as REO Property
could result in income subject to an REO Tax and, in the good faith and
reasonable judgment of the Special Servicer, that no commercially
feasible means exists to operate such Mortgaged Property as REO
Property without the Trust incurring or possibly incurring an REO Tax
on income from such Mortgaged Property, then the Special Servicer shall
deliver to the Trustee, in writing, a proposed plan (the "Proposed
Plan") to manage such Mortgaged Property as REO Property. Such plan
shall include potential sources of income, and to the extent
commercially feasible, estimates of the amount of income from each such
source. Within a reasonable period of time after receipt of such plan,
the Trustee shall consult with the Special Servicer and shall advise
the Special Servicer of the Trust's federal income tax reporting
position with respect to the various sources of income that the Trust
would derive under the Proposed Plan. In addition, the Trustee shall
(to the maximum extent possible) advise the Special Servicer of the
estimated amount of taxes that the Trust 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 Trustee, 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 REO Property in a manner that would not result in the
imposition of an REO Tax on the income derived from such REO Property.
The Special Servicer's decision as to how each REO Property shall be
managed and operated shall in any event be based on the good faith and
reasonable judgment of the Special Servicer, consistent with the Servicing
Standard, as to which means would (to the extent commercially feasible) maximize
the net after-tax REO Income received by the Trust with respect to such REO
Property without materially and adversely affecting the Special Servicer's
ability to sell such REO Property in accordance with this Agreement. Both the
Special Servicer and the Trustee may consult with counsel knowledgeable in such
matters at the expense of the Trust in connection with determinations required
under this Section 8.20(a). Neither the Special Servicer nor the Trustee shall
be liable to the Certificateholders, the Trust, the other parties hereto or each
other for errors in judgment made in good faith in the reasonable exercise of
their discretion while performing their respective responsibilities under this
Section 8.20(a) or, to the extent it relates to federal income tax consequences
for the Trust, Section 8.20(b) below. Nothing in this Section 8.20(a) is
intended to prevent the sale of a Defaulted Mortgage Loan or REO Property
pursuant to the terms and subject to the conditions of Section 8.31.
(b) If title to any REO Property is acquired, the Special Servicer or an
Independent Contractor chosen by 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 cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or result in the receipt by the
Trust 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. Except as
otherwise expressly provided herein, the Special Servicer shall not enter into
any New Lease, contract or other agreement that causes REMIC I to receive, and
(unless required to do so under any lease, contact or agreement to which the
Special Servicer or the Trust may become a party or a successor to a party due
to a foreclosure, deed-in-lieu of foreclosure or other similar exercise of a
creditor's rights or remedies with respect to a Mortgage Loan) shall not cause
or allow REMIC I to receive, any income other than Rents from Real Property that
is subject to taxation under the REMIC Provisions. 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 in the best interests of and for the
benefit of the Certificateholders in accordance with the Servicing Standard (as
determined by the Special Servicer in its good faith and reasonable judgment)
and, consistent therewith, may withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to each REO Property, (for appropriate
application), funds necessary for the proper operation, management and
maintenance 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;
(iv) all costs and expenses necessary to maintain such REO
Property; and
(v) the cost of the advice of Counsel contemplated with respect to
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 clauses (i) - (iv) above
with respect to such REO Property, the Master Servicer (at the direction of the
Special Servicer) shall advance from its own funds such amount as is necessary
for such purposes unless such Advances would, if made, constitute Nonrecoverable
Advances; provided, however, that the Master Servicer (at the direction of the
Special Servicer) shall make any such Servicing Advance if it is a necessary fee
or expense incurred in connection with the defense or prosecution of legal
proceedings in which case such advance shall be deemed a Non-recoverable
Servicing Advance.
(c) Except as provided in Section 8.20(a)(i) or (ii), the Special Servicer
shall 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 an
expense of the Trust, payable out of related REO Income) shall be
reasonable and customary in light of the nature and locality of the REO
Property;
(iii) any such contract shall require, or shall be administered to
require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including, without limitation, those listed in subsection (b)
of this Section 8.20 and (B) remit all related REO Income collected
(net of its fees and such costs and expenses) to the Special Servicer
upon receipt;
(iv) none of the provisions of this Section 8.20(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.
Section 8.21 Additional Obligations of the Master Servicer.
(a) The Master Servicer and the Special Servicer shall each deliver to the
other and to the Trustee (for inclusion in the Mortgage File) copies of all
Appraisals, environmental reports and engineering reports (or, in each case,
updates thereof) prepared after the Closing Date obtained by them with respect
to any Mortgaged Property or REO Property, and shall forward copies of such
reports to the Healthcare Adviser (with respect to Healthcare Loans) upon
request.
(b) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the lesser of (i) the excess, if
any, of all Prepayment Interest Shortfalls over all Prepayment Interest
Excesses, in each case resulting from Principal Prepayments received in respect
of the Mortgage Pool during the most recently ended Collection Period, and (ii)
that portion of the aggregate Master Servicing Fees received by the Master
Servicer during such Collection Period which is calculated at 0.015% per annum.
Section 8.22 Representations, Warranties and Covenants
of the Master Servicer and the Special Servicer.
(a) (i) The Master Servicer, in its capacity as Master Servicer hereunder,
hereby represents and warrants to the Trustee, for its own benefit and the
benefit of the Certificateholders, and to the Depositor, as of the Closing Date,
that:
(A) the Master Servicer is duly organized, validly
existing and in good standing as a limited partnership under
the laws of the State of Delaware, and 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, except where the failure to so qualify
or comply would not materially adversely affect the Master
Servicer's ability to perform its obligations hereunder in
accordance with the terms of this Agreement;
(B) the Master Servicer has the full power and authority
to execute, deliver, perform, and to enter into and consummate
all transactions and obligations contemplated by this
Agreement. The Master Servicer has duly and validly authorized
the execution, delivery and performance of this Agreement and
this Agreement, assuming the due authorization, execution and
delivery thereof by the other parties hereto, evidences the
valid, legal and binding obligation of the Master Servicer
enforceable against the Master Servicer in accordance with its
terms subject, as to enforcement of remedies, (A) to
applicable bankruptcy, reorganization, insolvency, moratorium,
receivership and other similar laws affecting creditors'
rights generally as from time to time in effect, (B) to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) and (C) public policy considerations underlying the
securities laws to the extent that such considerations limit
the enforceability of the provisions of the Agreement that
purport to provide for indemnification for securities law
violations;
(C) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the
fulfillment of or compliance with the terms and conditions of
this Agreement on the part of the Master Servicer will not (A)
result in a breach of any term or provision of its
organizational documents or (B) conflict with, result in a
breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument
to which it is a party or by which it may be bound, or any
law, governmental rule, regulation, or judgment, decree or
order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction
over it, which would materially and adversely affect its
ability to perform its obligations under this Agreement;
(D) there is no litigation pending or, to the Master
Servicer's knowledge, threatened against it, the outcome of
which would, if adversely determined, reasonably be expected
to materially and adversely affect the execution, delivery and
performance by, or the enforceability against, the Master
Servicer of this Agreement or its ability to service the
Mortgage Loans or to perform any of its other obligations
hereunder in accordance with the terms hereof;
(E) no consent, approval, authorization, qualification,
registration, filing, notice or order of any court or
governmental agency or body is required 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 hereby, other
than any such consents, approvals, authorizations,
qualifications, registrations, filings, notices or orders as
have been obtained or made or where the lack of such consent,
approval, authorization, qualification, registration, filing,
notice or order would not have a material adverse effect on
the performance of the Master Servicer under this Agreement;
and
(F) the performance of the services by the Master Servicer
contemplated by this Agreement are in the ordinary course of
business of the Master Servicer.
(ii) It is understood that the representations and warranties set
forth in this Section 8.22(a) shall survive the execution and delivery
of this Agreement.
(iii) Upon discovery by any of the parties hereto of a breach of
any of the foregoing representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party
hereto, the party discovering such breach shall give prompt written
notice to each of the other parties hereto.
(iv) Any successor Master Servicer shall be deemed to have made,
as of the date of its succession, each of the representations set forth
in Section 8.22(a)(i), subject to such appropriate modifications to the
representation and warranty set forth in Section 8.22(a)(i)(A) to
accurately reflect such successor's jurisdiction of organization and
whether it is a corporation, partnership, bank, association or other
type of organization.
(b) (i) The Special Servicer, in its capacity as Special
Servicer hereunder, hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the
Depositor, as of the Closing Date, that:
(A) the Special Servicer is duly organized, validly
existing and in good standing as a corporation under the laws
of the State of Florida, and 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, except where the failure to so qualify or comply
would not materially adversely affect the Special Servicer's
ability to perform its obligations hereunder in accordance
with the terms of this Agreement;
(B) the Special Servicer has the full power and authority
to execute, deliver, perform, and to enter into and consummate
all transactions and obligations contemplated by this
Agreement. The Special Servicer has duly and validly
authorized the execution, delivery and performance of this
Agreement and this Agreement, assuming the due authorization,
execution and delivery thereof by the other parties hereto,
evidences the valid, legal and binding obligation of the
Special Servicer enforceable against the Special Servicer in
accordance with its terms subject, as to enforcement of
remedies, (A) to applicable bankruptcy, reorganization,
insolvency, moratorium, receivership and other similar laws
affecting creditors' rights generally as from time to time in
effect, (B) to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law) and (C) public policy considerations
underlying the securities laws to the extent that such
considerations limit the enforceability of the provisions of
the Agreement that purport to provide for indemnification for
securities law violations;
(C) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the
fulfillment of or compliance with the terms and conditions of
this Agreement on the part of the Special Servicer will not
(A) result in a breach of any term or provision of its charter
or by-laws or (B) conflict with, result in a breach, violation
or acceleration of, or result in a default under, the terms of
any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental
rule, regulation, or judgment, decree or order applicable to
it of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which would
materially and adversely affect its ability to perform its
obligations under this Agreement;
(D) there is no litigation pending or, to the Special
Servicer's knowledge, threatened against it, the outcome of
which would, if adversely determined, reasonably be expected
to materially and adversely affect the execution, delivery and
performance by, or the enforceability against, the Special
Servicer of this Agreement or its ability to service the
Mortgage Loans or to perform any of its other obligations
hereunder in accordance with the terms hereof;
(E) no consent, approval, authorization, qualification,
registration, filing, notice or order of any court or
governmental agency or body is required 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 hereby,
other than any such consents, approvals, authorizations,
qualifications, registrations, filings, notices or orders as
have been obtained or made or where the lack of such consent,
approval, authorization, qualification, registration, filing,
notice or order would not have a material adverse effect on
the performance of the Special Servicer under this Agreement;
and
(F) the performance of the services by the Special
Servicer contemplated by this Agreement are in the ordinary
course of business of the Special Servicer.
(ii) It is understood that the representations and warranties set
forth in this Section 8.22(b) shall survive the execution and delivery
of this Agreement.
(iii) Upon discovery by any of the parties hereto of a breach of
any of the foregoing representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party
hereto, the party discovering such breach shall give prompt written
notice to each of the other parties hereto.
(iv) Any successor Special Servicer shall be deemed to have made,
as of the date of its succession, each of the representations set forth
in Section 8.22(b)(i), subject to such appropriate modifications to the
representation and warranty set forth in Section 8.22(b)(i)(A) to
accurately reflect such successor's jurisdiction of organization and
whether it is a corporation, partnership, bank, association or other
type of organization.
Section 8.23 Merger or Consolidation. Any Person into which the Master
Servicer or the Special Servicer may be merged or consolidated, or any Person
resulting from any merger, conversion, other change in form or consolidation to
which the Master Servicer or the Special Servicer shall be a party, or any
Person succeeding to the business of the Master Servicer or the Special
Servicer, shall be the successor of 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; provided, that Rating
Agency Confirmation shall have been obtained with respect to such merger,
consolidation, or succession.
Section 8.24 Resignation of Master Servicer or Special Servicer.
(a) Except as otherwise provided in Section 8.24(b) hereof, neither the
Master Servicer nor the Special Servicer shall resign from the obligations and
duties hereby imposed on it, unless there is 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 so causing such conflict being of a type and nature
carried on by it at the date of this Agreement). Any such determination
permitting the resignation of the Master Servicer or the Special Servicer shall
be evidenced by an Opinion of Counsel to such effect delivered to the Trustee.
No such resignation shall become effective until a successor servicer designated
by the Trustee, with the consent of the Depositor, shall have assumed the Master
Servicer's or Special Servicer's, as the case may be, responsibilities and
obligations under this Agreement and Rating Agency Confirmation shall have been
obtained. Notice of such resignation shall be given promptly by the Master
Servicer or the Special Servicer, as the case may be, to the Trustee.
(b) The Master Servicer and the Special Servicer may each resign from the
obligations and duties imposed on it, upon 30 days notice to the Trustee,
provided that (i) a successor servicer (x) is available, (y) has assets of at
least $15,000,000 and (z) is willing to assume the obligations,
responsibilities, and covenants to be performed hereunder by the resigning party
on substantially the same terms and conditions, and for not more than equivalent
compensation, to that herein provided; (ii) the resigning party bears all costs
associated with its resignation and the transfer of servicing; and (iii) Rating
Agency Confirmation is obtained with respect to such servicing transfer, as
evidenced by a letter delivered to the Trustee by each Rating Agency.
Section 8.25 Assignment or Delegation of Duties by Master Servicer or the
Special Servicer. The Master Servicer and the Special Servicer shall each have
the right without the prior written consent of the Trustee to (A) delegate or
subcontract with or authorize or appoint anyone, or delegate certain duties to
other professionals such as attorneys and appraisers, as an agent of the Master
Servicer or Subservicers to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Master Servicer hereunder or
(B) assign and delegate all of its duties hereunder; provided, however, that
with respect to clause (B), (i) the Master Servicer or the Special Servicer, as
the case may be, gives the Depositor and the Trustee notice of such assignment
and delegation; (ii) such purchaser or transferee accepting such assignment and
delegation executes and delivers to the Depositor and the Trustee an agreement
accepting such assignment, which contains an assumption by such Person of the
rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer or the Special Servicer, as the case may be, with like effect as
if originally named as a party to this Agreement; (iii) the purchaser or
transferee has assets in excess of $15,000,000; (iv) a Rating Agency
Confirmation shall have been obtained with respect to such assignment and
delegation; and (v) the Depositor consents to such assignment and delegation,
such consent not to be unreasonably withheld. In the case of any such assignment
and delegation in accordance with the requirements of this Section, the Master
Servicer or the Special Servicer, as the case may be, shall be released from its
obligations under this Agreement, except that the Master Servicer or the Special
Servicer, as the case may be, shall remain liable for all liabilities and
obligations incurred by it as the Master Servicer or the Special Servicer, as
the case may be, hereunder prior to the satisfaction of the conditions to such
assignment set forth in the preceding sentence. Notwithstanding the above, each
of the Master Servicer and the Special Servicer may appoint Sub-Servicers in
accordance with Section 8.4 hereof, provided that the Master Servicer or the
Special Servicer remains fully liable for their actions.
Section 8.26 Limitation on Liability of Master Servicer, Special Servicer
and Others.
(a) None of the Master Servicer, the Special Servicer or any of their
respective directors, officers, employees, sub-servicers or agents shall be
under any liability to the holders of the Certificates, the Trust or any other
party for any action taken or for refraining from the taking of any action in
good faith using reasonable judgment pursuant to this Agreement; provided that
this provision shall not protect the Master Servicer, the Special Servicer or
any such Person against any breach of a representation, warranty or covenant
contained herein or any liability that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement or by reason of reckless disregard of obligations and duties
hereunder. The Master Servicer, the Special Servicer and any director, officer,
employee, sub-servicer or agent of the Master Servicer or the Special Servicer
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder. Neither
the Master Servicer nor the Special Servicer shall be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to its
duties under this Agreement; provided that the Master Servicer and the Special
Servicer each may in its sole discretion undertake any such action that it may
reasonably deem necessary or desirable in order to protect the interests of the
Certificateholders and the Trustee in the Mortgage Loans for which it is
responsible hereunder or otherwise under this Agreement. In such event, all
legal expenses and costs of such action shall be expenses and costs of the
Trust, and the Master Servicer or the Special Servicer, as applicable, shall be
entitled to be reimbursed therefor out of the Certificate Account as provided by
Section 5.2.
(b) In addition, neither the Master Servicer nor the Special Servicer shall
have any liability with respect to, and each shall be entitled to conclusively
rely as to the truth of the statements made and the correctness of the opinions
expressed therein on, any certificates or opinions furnished to the Master
Servicer or the Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. Subject to the Servicing Standard, the Master
Servicer and the Special Servicer each shall have the right to rely on
information provided to it by the other (unless the Master Servicer and the
Special Servicer are the same party) and by the Mortgagors, and will have no
duty to investigate or verify the accuracy thereof.
(c) Neither the Master Servicer nor the Special Servicer shall be obligated
to incur any liabilities, costs, charges, fees or other expenses that relate to
or arise from any breach of any representation, warranty or covenant made by the
Depositor, the Fiscal Agent or Trustee in this Agreement.
(d) Except as otherwise specifically provided herein:
(i) the Master Servicer or Special Servicer, as applicable, may
rely, and shall be protected in acting or refraining from acting upon,
any resolution, officer's 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 or in good faith believed by it to be genuine and
to have been signed or presented by the proper party or parties;
(ii) the Master Servicer or Special Servicer, as applicable, may
consult with counsel, and any written advice or Opinion of Counsel
shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such advice or Opinion of Counsel;
(iii) the Master Servicer or Special Servicer, as applicable,
shall not be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this
Agreement; and
(iv) the Master Servicer or Special Servicer, as applicable, in
preparing any reports hereunder, may rely, and shall be protected in
acting or refraining from acting upon any information (financial or
other), statement, certificate, document, agreement, covenant, notice,
request or other paper reasonably believed by it to be genuine and
provided by any Mortgagor or manager of a Mortgaged Property.
Section 8.27 Indemnification; Third-Party Claims.
(a) The Master Servicer, the Special Servicer and each of their respective
directors, officers, employees, sub-servicers and agents shall be indemnified by
the Trust and held harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments and any other costs,
liabilities, fees and expenses incurred in connection with any legal action
arising out of, or in connection with this Agreement, the Certificates or any
asset of the Trust, other than any loss, liability or expense: (i) specifically
required to be borne by such Person pursuant to the terms hereof; (ii) that
constitutes a Servicing Advance (and is otherwise specifically reimbursable
hereunder); (iii) that was incurred in connection with claims against such party
resulting from (A) any breach of a representation, warranty or covenant made
herein by such party, (B) willful misfeasance, bad faith or negligence in the
performance of obligations or duties hereunder by such party, or from reckless
disregard of such obligations or duties, or (C) any violation by such party of
any state or federal securities law; or (iv) imposed by any taxing authority on
such person if such loss, liability or expense is not specifically reimbursable
pursuant to the terms of this Agreement. Each of the Master Servicer and the
Special Servicer shall promptly notify the Trustee if a claim is made by a third
party with respect to this Agreement, the Certificates or any asset of the Trust
entitling the Master Servicer or the Special Servicer, as the case may be, to
indemnification hereunder, whereupon the Trustee, on behalf of the Trust, shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Master Servicer or the Special Servicer, as applicable) and direct the
Master Servicer to pay out of the Certificate Account all expenses in connection
therewith, including counsel fees, and direct the Master Servicer to promptly
pay, discharge and satisfy out of the Certificate Account any judgment or decree
that may be entered against it or them in respect of such claim. Any failure to
so notify the Trustee shall not affect any rights the Master Servicer or the
Special Servicer may have to indemnification under this Agreement or otherwise,
unless the Trust's defense of such claim is prejudiced thereby and the Trustee
delivers a certification explaining the prejudice. The Trustee or the Master
Servicer shall promptly make from the Certificate Account any payments certified
by the Master Servicer or the Special Servicer to the Trustee as required to be
made to the Master Servicer or the Special Servicer, as the case may be,
pursuant to this Section 8.27(a). The indemnification provided herein shall
survive the resignation or termination of the Master Servicer or the Special
Servicer.
(b) The Master Servicer agrees to indemnify the Trust, the Trustee, the
Fiscal Agent, the Special Servicer (if different than the Master Servicer), the
Depositor, and any director, officer, employee or agent thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of the
willful misfeasance, bad faith or negligence in the performance of any of the
Master Servicer's duties hereunder or by reason of reckless disregard of the
Master Servicer's obligations and duties hereunder, and if in any such situation
the Master Servicer is replaced, the parties hereto agree that the amount of
such claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor Master Servicer.
Each of the Trustee, the Depositor, the Special Servicer (if different than the
Master Servicer) and the Fiscal Agent shall immediately notify the Master
Servicer if a claim is made by a third party with respect to this Agreement, the
Certificates or any asset of the Trust entitling the Trust, the Trustee, the
Depositor, the Special Servicer or the Fiscal Agent, as the case may be, to
indemnification hereunder, whereupon the Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Trustee,
the Depositor, the Special Servicer or the Fiscal Agent, as applicable) and pay
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree that may be entered against it or
them in respect of such claim. Any failure to so notify the Master Servicer
shall not affect any rights the Trust, the Trustee, the Depositor, the Special
Servicer or the Fiscal Agent may have to indemnification under this Agreement or
otherwise, unless the Master Servicer's defense of such claim is materially
prejudiced thereby and the Master Servicer delivers a certification explaining
the prejudice. The indemnification provided herein shall survive the termination
of this Agreement and the resignation or termination of the Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent.
(c) The Special Servicer agrees to indemnify the Trust, the Trustee, the
Fiscal Agent, the Master Servicer (if different than the Special Servicer), the
Depositor, and any director, officer, employee or agent thereof, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of the
willful misfeasance, bad faith or negligence in the performance of any of the
Special Servicer's duties hereunder or by reason of reckless disregard of the
Special Servicer's obligations and duties hereunder, and if in any such
situation the Special Servicer is replaced, the parties hereto agree that the
amount of such claims, losses, penalties, fines, forfeitures, legal fees and
related costs, judgments and other costs, liabilities, fees and expenses shall
at least equal the incremental costs, if any, of retaining a successor Special
Servicer. Each of the Trustee, the Fiscal Agent, the Master Servicer (if
different than the Special Servicer) and the Depositor shall immediately notify
the Special Servicer if a claim is made by a third party with respect to this
Agreement, the Certificates or any asset of the Trust entitling the Trust or the
Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as the case may
be, to indemnification hereunder, whereupon the Special Servicer shall assume
the defense of any such claim (with counsel reasonably satisfactory to the
Trustee, the Fiscal Agent, the Master Servicer or the Depositor, as applicable)
and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree that may be entered
against it or them in respect of such claim. Any failure to so notify the
Special Servicer shall not affect any rights the Trust, the Trustee, the Fiscal
Agent, the Master Servicer or the Depositor may have to indemnification under
this Agreement or otherwise, unless the Special Servicer's defense of such claim
is materially prejudiced thereby and the Special Servicer delivers a
certification explaining the prejudice. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or
termination of the Special Servicer, the Master Servicer, the Trustee and the
Fiscal Agent.
(d) The provisions of this Section 8.27 shall survive any termination of
this Agreement and the resignation or removal of the Master Servicer and/or the
Special Servicer.
(e) The Trustee, the Depositor and the Certificate Owners hereby
irrevocably waive any right to a counterclaim, set-off or other defense to
payment of the RMF Retained Fee and no act or omission of Master Servicer shall
release or impair the right of RMF or its assigns to receive such RMF Retained
Fee.
Section 8.28 Tax Reporting. From and after the Closing Date, the Special
Servicer shall comply with the Mortgagor tax reporting requirements imposed by
Sections 6050H, 6050J and 6050P of the Code and any similar tax reporting
obligations under State law with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee.
Section 8.29 Certain Special Servicer Reports.
(a) The Special Servicer, in the case of any Specially Serviced Mortgage
Loans, shall promptly (and at least on a monthly basis) prepare and deliver the
Specially Serviced Asset Report to the Master Servicer no later than four
Business Days prior to the Distribution Date occurring no earlier than thirty
days after (A) a Servicing Transfer Event, (B) the completion of a modification
which causes a Mortgage Loan to be a Rehabilitated Mortgage Loan or (C) a Final
Recovery Determination, or at any time the Special Servicer determines, in its
sole discretion exercised in good faith, that a material change has occurred
relating to the Specially Serviced Mortgage Loans covered by the previous
Specially Serviced Asset Report. The Specially Serviced Asset Report shall
contain a narrative description for each Specially Serviced Mortgage Loan of the
current status of such Mortgage Loan including the status of any workout or
foreclosure, the change in such status since the prior Specially Serviced Asset
Report, and other information described in Exhibit G-2.
(b) The Special Servicer shall maintain accurate records, prepared by a
Servicing Officer, of each Final Recovery Determination with respect to any
Mortgage Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Master Servicer and the Operating Adviser no later than the tenth
Business Day following such Final Recovery Determination.
(c) In addition, no later than 30 days after a Servicing Transfer Event for
a Mortgage Loan, the Special Servicer shall deliver to each Rating Agency, the
Operating Adviser, the Master Servicer and the Healthcare Adviser only with
respect to Healthcare Loans, a report (the "Asset Status Report") with respect
to such Specially Serviced Mortgage Loan and the related Mortgaged Property.
Such Asset Status Report shall set forth the following information to the extent
reasonably determinable:
(i) summary of the status of such Specially Serviced Mortgage
Loan and any negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid
and to the enforcement of any related guaranties or other collateral
for the related Mortgage Loan and whether outside legal counsel has
been retained;
(iii) the most current rent roll and income or operating statement
available for the related Mortgaged Property;
(iv) the Special Servicer's recommendations on how such Specially
Serviced Mortgage Loan might be returned to performing status and
returned to the Master Servicer for regular servicing or otherwise
realized upon;
(v) the Appraised Value of the Mortgaged Property together with
the assumptions used in the calculation thereof; and
(vi) such other information as the Special Servicer deems relevant
in light of the Servicing Standard.
If within 10 Business Days of receiving an Asset Status Report, the
Operating Adviser does not disapprove such Asset Status Report in writing, the
Special Servicer shall implement the recommended action as outlined in such
Asset Status Report; provided, however, that the Special Servicer may not take
any action that is contrary to applicable law or the terms of the applicable
Mortgage Loan documents or to the Servicing Standard. If the Operating Adviser
disapproves such Asset Status Report, the Special Servicer will revise such
Asset Status Report and deliver to the Operating Adviser, the Rating Agencies
and the Master Servicer a new Asset Status Report as soon as practicable, but in
no event later than 30 days after such disapproval. The Special Servicer shall
revise such Asset Status Report as described above in this Section until the
Operating Adviser shall fail to disapprove such revised Asset Status Report in
writing within 10 Business Days of receiving such revised Asset Status Report or
until the Special Servicer makes one of the determinations described below. The
Special Servicer may, from time to time, modify any Asset Status Report it has
previously delivered and implement such report, provided such report shall have
been prepared, reviewed and not rejected pursuant to he terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a 10 Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and it has made a reasonable
effort to contact the Operating Adviser and the Healthcare Adviser (only with
respect to Healthcare Loan) and (ii) in any case, shall determine whether such
affirmative disapproval is not in the best interest of all the
Certificateholders pursuant to the Servicing Standard. Upon making such
determination, the Special Servicer shall notify the Trustee of such rejection
and deliver to the Trustee a proposed notice to Certificateholders which shall
include a copy of the Asset Status Report, and the Trustee shall send such
notice to all Certificateholders. If the majority of such Certificateholders, as
determined by Voting Rights, fail, within 5 days of the Trustee's sending such
notice, to reject such Asset Status Report, the Special Servicer shall implement
the same. If the Asset Status Report is rejected by the Certificateholders, the
Special Servicer shall revise such Asset Status Report as described above in
this Section. The Trustee shall be entitled to reimbursement from the Trust for
the reasonable expenses of providing such notices.
The Special Servicer shall have the authority to meet with the Mortgagor
for any Specially Serviced Mortgage Loan and take such actions consistent with
the Servicing Standard and the related Asset Status Report. The Special Servicer
shall not take any action inconsistent with the related Asset Status Report,
unless such action would be required in order to act in accordance with the
Servicing Standard.
No direction of the Operating Adviser shall (a) require or cause the
Special Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standard and to
maintain the REMIC status of each of the REMICs, or (b) result in the imposition
of a "prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) expose the Master Servicer, the Special Servicer, the
Depositor, either Seller, the Trust, the Trustee or their officers, directors,
employees or agents to any additional claim, suit or liability or (d) materially
expand the scope of the Special Servicer's or Master Servicer's responsibilities
under this Agreement.
Section 8.30 Qualification to Service. The Master Servicer and the Special
Servicer shall each keep in full force and effect such qualifications to do
business and any necessary licenses 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, except where the failure to so qualify or
comply would not materially adversely affect the Master Servicer or Special
Servicer's ability to perform its obligations hereunder in accordance with the
terms of this Agreement.
Section 8.31 Sale of Defaulted Mortgage Loans and REO Properties.
(a) The Special Servicer may offer to sell for cash to any Person any REO
Property or Defaulted Mortgage Loan. In the case of REO Property, the Special
Servicer shall offer to sell such REO Property no later than the time determined
by the Special Servicer to be sufficient to result in the sale of such REO
Property on or prior to the date specified in Section 8.19(a), and in any event
prior to the Final Rated Distribution Date. The Special Servicer shall give the
Operating Adviser, the Trustee and the Master Servicer not less than five days'
prior written notice of its intention to sell any such Defaulted Mortgage Loan
or REO Property, and in respect of such sale, the Special Servicer shall offer
such Defaulted Mortgage Loan or REO Property for sale in a fair auction or other
manner as is consistent with the Servicing Standard and shall accept the highest
cash bid received in such auction or other procedure from any Person other than
an Interested Person for any Defaulted Mortgage Loan or REO Property in an
amount, except as otherwise provided in this Section, at least equal to the
Purchase Price therefor.
In the absence of a bid in an amount at least equal to the Purchase Price
(after deducting allocable expenses), the Special Servicer shall accept the
highest bid received from any Person other than an Interested Person, if any,
that the Special Servicer determines to be a fair price for the Defaulted
Mortgage Loan or REO Property. However, the Special Servicer may be the
purchaser of a Defaulted Mortgage Loan or a related REO Property only if the
price at which the Special Servicer purchases is at least equal to the highest
bid and it has received at least three bids from non-affiliated parties.
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. The Special Servicer shall not
accept a bid from either the Sellers or the Depositor unless such bid is in the
good faith judgment of the Special Servicer, equal to (and not greater than) the
then market value of such REO Property or the fair price of the Defaulted
Mortgaged Loan.
The Special Servicer shall not be obligated by either of the foregoing
paragraphs or otherwise 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. In addition, the
Special Servicer may accept a lower bid (including a bid lower than the Purchase
Price) if it determines, in accordance with the Servicing Standard, that
acceptance of such bid would be in the best interests of the Certificateholders
(for example, if the prospective buyer making the lower bid is more likely to
perform its obligations, or the terms offered by the prospective buyer making
the lower bid are more favorable), provided, that if any Defaulted Mortgage Loan
or REO Property as to which an Appraisal Reduction has occurred is to be sold by
the Special Servicer, then the Special Servicer shall not, without the approval
of the Operating Adviser, if any, accept any bid for such loan or property that
is less than 90% of the appraised value of the related Mortgaged Property (based
on the appraisal used in determining the related Appraisal Reduction). The
Special Servicer shall determine no later than six months prior to the end of
the REO Sale Deadline with respect to any REO Property whether a sale of such
REO Property pursuant to any bids being made with respect thereto is in the best
economic interests of the Certificateholders as a whole. If the Special Servicer
so determines in accordance with the Servicing Standard that such a sale would
not be in the best interests of the Certificateholders, the Special Servicer
shall seek an REO Extension of such period in the manner described in Section
8.19(a).
The Trustee shall determine whether any bid from an Interested Person or
whether the price to be paid by the Special Servicer or any Affiliate thereof
represents a fair price or market value for any Defaulted Mortgage Loan or any
REO Property, and may rely conclusively on the opinion of the value of such REO
Property by an independent MAI-designated appraiser selected by the Trustee at
the expense of the Trust. In determining whether any bid constitutes a fair
price or market value for any Defaulted Mortgage Loan or any REO Property, the
Trustee shall take into account, among other factors, the period and amount of
any delinquency on the affected Defaulted Mortgage Loan, the physical condition
of the related Mortgaged Property or such REO Property, the state of the local
economy and the Trust's obligation to dispose of any REO Property within the
period specified in Section 8.19(a).
(b) Subject to the REMIC Provisions, the Special Servicer shall act on
behalf of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any Defaulted Mortgage Loan or REO
Property, including the collection of all amounts payable in connection
therewith. Any sale of a Defaulted Mortgage Loan or REO Property shall be
without recourse to, or representation or warranty by, the Trustee, the
Depositor, the Special Servicer, the Master Servicer, or the Trust.
Notwithstanding the foregoing, nothing herein shall limit the liability of the
Master Servicer, the Special Servicer or the Trustee to the Trust and the
Certificateholders for failure to perform its duties in accordance herewith.
None of the Special Servicer, the Master Servicer, the Depositor, the Fiscal
Agent or the Trustee shall have any liability to the Trust or any
Certificateholder with respect to the price at which a Defaulted Mortgage Loan
is sold if the sale is consummated in accordance with the terms of this
Agreement.
(c) The proceeds of any sale after deduction of the expenses of such sale
incurred in connection therewith shall be deposited within one Business Day in
the Certificate Account.
(d) Notwithstanding anything herein to the contrary, the Special Servicer
shall not be required to take or refrain from taking any action pursuant to
instructions from (or which require the approval of) the Operating Adviser that
would cause it to violate any term or provision of this Agreement, the REMIC
Provisions or the Servicing Standard.
Section 8.32 Operating Adviser; Elections.
(a) In accordance with Section 8.32(c), the Holders of Certificates
representing more than 50% of the Class Principal Balance of the Controlling
Class shall be entitled to elect an operating adviser (the "Operating Adviser")
with the powers set forth in Section 8.33. An election of an Operating Adviser
may also be held upon the resignation or removal of any Person acting as
Operating Adviser. The initial election of an Operating Adviser may be held at
any time on or after the Closing Date.
(b) At the request of the Holders of Certificates representing at least 50%
of the Class Principal Balance of the Controlling Class, the Trustee shall call
a meeting of the Holders of the Controlling Class for purpose of electing an
Operating Adviser. Notice of the meeting shall be mailed or delivered by the
Trustee to each Holder of Certificates of the Controlling Class not less than 10
nor more than 60 days prior to the meeting. The notice shall state the place and
the time of the meeting, which may be held by telephone. Holders of Certificates
representing a majority of the Class Principal Balance of the Controlling Class,
present in person or represented by proxy, shall constitute a quorum for the
nomination of an Operating Adviser. At the meeting, each Holder shall be
entitled to nominate one Person to act as Operating Adviser. The Trustee shall
cause the election of the Operating Adviser to be held as soon thereafter as is
reasonably practicable.
(c) Each Holder of Certificates of the Controlling Class shall be entitled
to vote in each election of the Operating Adviser. The voting in each election
of the Operating Adviser shall be in writing mailed, telecopied, delivered or
sent by courier and actually received by the Trustee on or prior to the date of
such election. Immediately upon receipt by the Trustee of votes (which have not
been rescinded) from the Holders of Certificates representing more than 50% of
the Class Principal Balance of the Controlling Class which are cast for a single
Person, such Person shall be, upon such Person's acceptance, the Operating
Adviser. The Trustee shall act as judge of each election and, absent manifest
error, the determination of the results of any election by the Trustee shall be
conclusive. Notwithstanding any other provisions of this Section 8.32, the
Trustee may make such reasonable regulations as it may deem advisable for any
election.
(d) The Operating Adviser may be removed at any time by the written vote,
copies of which must be delivered to the Trustee, of the Holders of the
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class.
(e) For purposes of electing or removing an Operating Adviser, Certificates
of the Controlling Class held by the Depositor, the Master Servicer or the
Special Servicer or by any Affiliate of any of them shall be taken into account
with the same force and effect as if any other Person held such Certificates.
Section 8.33 Duties of Operating Adviser.
(a) If an Operating Adviser has been elected and is currently acting in
such capacity, then, prior to the Special Servicer's taking any of the following
actions, the Special Servicer shall notify such Operating Adviser of its
intention to take such action:
(i) any foreclosure upon or comparable conversion (which may
include acquisition 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 of a Money Term of a Mortgage Loan (other
than a modification consisting of the extension of the original
Maturity Date of such Mortgage Loan for two years or less);
(iii) any sale of a Defaulted Mortgage Loan or REO Property
pursuant to Section 8.31;
(iv) any determination to bring a Mortgaged Property or an REO
Property into compliance with Environmental Laws; and
(v) any acceptance of substitute or additional collateral for a
Mortgage Loan.
(b) The Operating Adviser, if any, may direct the Trustee to remove the
Special Servicer at any time effective upon the appointment and written
acceptance of such appointment by a successor to the Special Servicer appointed
by the Operating Adviser; provided that, prior to the effectiveness of any such
appointment the Operating Adviser and the Trustee shall have received: (i)
Rating Agency Confirmation; and (ii) an Opinion of Counsel (which shall not be
an expense of the Trustee or Trust) to the effect that this Agreement shall be
enforceable against the designated successor in accordance with its terms. The
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated successor'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, and (ii) it and its directors, officers, employees and
agents shall continue to be entitled to the benefits of Sections 8.26 and 8.27,
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 deposited in the Certificate
Account or delivered by the Special Servicer to the Master Servicer or that are
thereafter received with respect to Specially Serviced Mortgage Loans and REO
Properties.
Section 8.34. Duties of Healthcare Adviser; Compensation of Healthcare
Adviser.
(a) The Trustee and the Special Servicer will be required to deliver to the
Healthcare Adviser all reports and other information they receive with respect
to any Healthcare Property and Healthcare Loan. The Healthcare Adviser will
monitor such Healthcare Loans and Healthcare Properties and will provide advice
to the Special Servicer and the Controlling Class with respect thereto, such
advice to be given in accordance with the Healthcare Adviser Standard. The
Special Servicer will be restricted from taking any material actions with
respect to Healthcare Loans and the Healthcare Properties without first
providing notice to, and consulting with, the Healthcare Adviser. The Healthcare
Adviser in turn will recommend to the Special Servicer, with notice to the
Controlling Class, an action that should be taken (which recommendation the
Special Servicer, may or may not adopt) with respect to such Healthcare Loan or
Healthcare Property, such advice to be given in accordance with the Healthcare
Adviser Standard.
(b) All correspondence and communications with the Healthcare Adviser may
be conducted with the officers or employees of the Healthcare Adviser whose
names appear on a list of officers or employees furnished to the Special
Servicer and the Master Servicer by the Healthcare Adviser, as such list may
from time to time be amended.
(c) As compensation for its activities hereunder, the Healthcare Adviser
shall be entitled with respect to each Healthcare Loan to the Healthcare Adviser
Fee, which is a portion of the Servicing Fee, payable from amounts on deposit in
the Certificate Account as set forth in Section 5.2.
Section 8.35. Healthcare Adviser; Elections.
(a) On the Closing Date and as otherwise provided herein, the Holder or
Holders of Certificates representing more than 50% of the aggregate Certificate
Balance of the Certificates of the then Controlling Class will be entitled to
elect, and shall be deemed to have elected, the Healthcare Adviser as their
representative as provided in this Section 8.35. Upon (i) the receipt by the
Trustee of written requests for an election of a Healthcare Adviser from
Certificateholders representing more than 50% of the aggregate Certificate
Balance of the Certificates of the then Controlling Class, (ii) the resignation
or removal of the Person acting as Healthcare Adviser, or (iii) a determination
by the Trustee that the Controlling Class has changed, an election of a
successor Healthcare Adviser shall be held, commencing as soon as practicable
thereafter. The Healthcare Adviser shall be elected for the purpose of advising
the actions of the Special Servicer specified herein, with respect to certain of
the Healthcare Loans.
(b) After any such receipt, resignation, removal or determination
contemplated by Section 8.35(a), the Trustee shall call a meeting of the Holders
of the Controlling Class for the purpose of electing a Healthcare Adviser.
Notice of any such meeting of such Holders shall be mailed or delivered to each
Holder by the Trustee not less than 10 days nor more than 60 days prior to the
meeting. The notice shall state the place and the time of the meeting, which may
be held by telephone. Certificateholders representing a majority (by Certificate
Balance) of the Certificates of the applicable Class or Classes, present in
person or represented by proxy, shall constitute a quorum for the nomination of
a Healthcare Adviser. At the meeting, each such Holder shall be entitled to
nominate one Person to act as Healthcare Adviser. The Trustee shall cause the
election of the Healthcare Adviser to be held as soon thereafter as convenient.
(c) Each Holder of the Certificates of the Controlling Class shall be
entitled to vote in each election of the Healthcare Adviser. The voting in each
election of the Healthcare Adviser shall be in writing mailed, delivered or sent
by courier and actually received by the Trustee on or prior to the date of such
election. Immediately upon receipt by the Trustee of votes (which have not been
rescinded) from the Holders of Certificates representing more than 50% of the
aggregate Certificate Balance of the Certificates of the then Controlling Class
which are cast for a single Person, such Person shall be, upon such Person's
acceptance, the Healthcare Adviser. In the event that after the Closing Date a
Healthcare Adviser shall have resigned and a successor Healthcare Adviser shall
not have been elected, there shall be no Healthcare Adviser; and notwithstanding
anything to the contrary described herein, the Master Servicer and the Special
Servicer shall not have any right or obligation to consult with or to seek
and/or receive advice from the Healthcare Adviser, and the provisions of the
Pooling and Servicing Agreement relating thereto shall be of no effect, during
any such period that there is no Healthcare Adviser.
Upon receipt of notice from either Rating Agency that, unless the
Healthcare Adviser is replaced, the then-current ratings on the Certificates
will be qualified, withdrawn or downgraded, the Controlling Class shall appoint
a successor Healthcare Adviser, or, if the Controlling Class fails to appoint
such successor within 90 days, the Special Servicer shall appoint a successor
Healthcare Adviser, in either case subject to the restrictions set forth herein.
(d) The Healthcare Adviser may be removed at any time by the written vote,
copies of which must be delivered to the Trustee, of Holders of Certificates
representing more than 50% of the aggregate Certificate Balance of the then
Controlling Class. However, the Healthcare Adviser cannot be removed unless a
successor Healthcare Adviser has been appointed.
(e) The Trustee shall act as judge of each election of a Healthcare
Adviser, and, absent manifest error, the determination of the results of any
such election by the Trustee shall be conclusive. Notwithstanding any other
provisions of this Section 8.35, the Trustee may make such reasonable
regulations as it may deem advisable for any such election. Upon election of a
successor Healthcare Adviser, the Trustee shall promptly mail notice thereof by
first class mail to the Depositor, the Sellers, the Master Servicer, the Special
Servicer, and each of the Rating Agencies.
(f) The Healthcare Adviser is required to be an entity that regularly
provides consultation and advice with respect to healthcare properties and
healthcare loans similar to the Healthcare Properties and the Healthcare Loans
and is responsible for providing such advice in connection with Healthcare Loans
having an original principal balance in the aggregate in excess of $100,000,000.
Prior to the appointment of any successor Healthcare Adviser, the Trustee must
receive written confirmation from the Rating Agencies that the then-current
ratings of the Certificates will not be qualified, withdrawn or downgraded
solely because of the appointment of such successor Healthcare Adviser.
(g) Notwithstanding anything herein to the contrary, the Special Servicer
shall not be required to take or refrain from taking any action pursuant to
instructions from (or which require the approval of) the Healthcare Adviser that
would cause it to violate any term or provision of this Agreement, the REMIC
Provisions or the Servicing Standard.
Section 8.36. Limitation on Liability of Healthcare Adviser. The Healthcare
Adviser will have no responsibility or liability to the Trust or any Class of
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, that the Healthcare Adviser will not be protected against any
liability which would otherwise be imposed by reason of willful misconduct, bad
faith, fraud or negligence in the performance of duties or by reason of reckless
disregard of obligations or duties. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Healthcare Adviser may
advise actions that favor the interests of one or more Classes of the
Certificates over other Classes of the Certificates, and that the Healthcare
Adviser may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates and, absent willful misconduct, bad
faith, fraud or negligence on the part of the Healthcare Adviser, agree to take
no action against the Healthcare Adviser or any of its officers, directors,
employees, principals or agents as a result of such special relationship or
conflict.
Section 8.37 Exchange Act Reporting. The Master Servicer, the Special
Servicer and the Trustee shall reasonably cooperate with the Depositor in
connection with the Depositor's satisfying the reporting requirements in respect
of the Trust under the 1934 Act. At the Depositor's expense, the Trustee shall
prepare and file on behalf of the Depositor periodic reports with respect to the
Trust as required by the 1934 Act and the Rules and Regulations of the
Securities and Exchange Commission thereunder; provided that such items shall
have been received by the Trustee (to the extent not generated by the Trustee)
in the format required to enable the Trustee to make the electronic filing via
the EDGAR system; and provided, further, that any such items that are required
to be delivered by the Master Servicer, the Special Servicer, the Depositor or
any other Person to the Trustee shall be so delivered in the format required to
enable the Trustee to make the electronic filing via the EDGAR system (in
addition to any other required format). The Trustee shall have no responsibility
to file any such items that have not been received in such EDGAR-compatible
format nor shall it have any responsibility to convert any items to such format.
The Trustee shall be responsible for converting such EDGAR-compatible items to
the format required for filing on the EDGAR system. The Depositor shall seek
from the Securities and Exchange Commission a no-action letter or other
exemptive relief relating to reduced reporting requirements in respect of the
Trust under the 1934 Act and shall, in accordance with and to the extent
permitted by applicable law, file a Form 15 relating to the automatic
termination of reporting in respect of the Trust under the 1934 Act. The Trustee
shall not be required to review the content of any 1934 Act report for
compliance with applicable securities laws or regulations, completeness,
accuracy or otherwise and the Trustee shall have no liability with respect to
any 1934 Act report filed. Notwithstanding anything to the contrary contained
herein, the Trustee will perform such obligations in the same manner in which
and with the same care, skill, prudence and diligence with which the Trustee
performs obligations for other third-party portfolios.
Section 8.38 Interest Reserve Account.
(a) On each Master Servicer Remittance Date relating to any Distribution
Date in any February and on any Master Servicer Remittance Date relating to any
Distribution Date in any January which occurs in a year which is not a leap
year, the Master Servicer shall remit to the Trustee, from interest collections
on the Mortgage Loans, in respect of the Interest Reserve Loans, for deposit
into the Interest Reserve Account, an amount equal to one day's interest
(assuming a 360-day year) on the Stated Principal Balance of the Interest
Reserve Loans as of the Due Date occurring in the month preceding the month in
which such Servicer Remittance Date occurs at the related Pass-Through Rate, to
the extent a full Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any consecutive January and February, "Withheld
Amounts").
(b) On each Master Servicer Remittance Date occurring in March, the
Servicer shall instruct the Trustee to withdraw from the Interest Reserve
Account an amount equal to the Withheld Amounts from the preceding January, if
any, and February and deposit such amount into the Distribution Account.
ARTICLE IX
DEFAULT
Section 9.1 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 make a required deposit
to the Certificate Account which continues unremedied for one Business
Day following the date on which such deposit was first required to be
made, or (B) any failure by the Master Servicer to deposit into, or to
remit to the Trustee for deposit into, the Distribution Account any
amount required to be so deposited or remitted, which failure is not
remedied by 3:00 p.m. (New York City time) on the relevant Master
Servicer Remittance Date; or
(ii) any failure by the Special Servicer to deposit into, or to
remit to the Master Servicer for deposit into, the Certificate Account
or REO Account any amount required to be so deposited or remitted
under this Agreement which failure continues unremedied for one
Business Day following the date on which such deposit or remittance
was first required to be made; or
(iii) any failure by the Master Servicer or the Special Servicer
to timely make any Servicing Advance required to be made by it
pursuant to this Agreement which continues unremedied for a period
ending on the earlier of (A) 15 days following the date such Servicing
Advance was first required to be made, and (B) either, if applicable,
(1) in the case of a Servicing Advance relating to the payment of
insurance premiums, the day on which such insurance coverage
terminates if such premiums are not paid or (2) in the case of a
Servicing Advance relating to the payment of real estate taxes, the
date of the commencement of a foreclosure action with respect to the
failure to make such payment; or
(iv) 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 contained in this Agreement which
continues unremedied for a period of 30 days after the date on which
written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer,
as the case may be, by the Trustee or the Depositor, or to the Master
Servicer or the Special Servicer, as the case may be, the Depositor
and the Trustee by the Holders of Certificates entitled to not less
than 25% of the Voting Rights; or
(v) any breach on the part of the Master Servicer or the Special
Servicer of any representation or warranty contained in this Agreement
which materially and adversely affects the interests of any Class of
Certificateholders and which continues unremedied for a period of 30
days after the date on which notice of such breach, requiring the same
to be remedied, shall have been given to the Master Servicer or the
Special Servicer, as the case may be, by the Trustee or the Depositor,
or to the Master Servicer or the Special Servicer, as the case may be,
the Depositor and the Trustee by the Holders of Certificates entitled
to not less than 25% of the Voting Rights; or
(vi) 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
(vii) 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;
(viii) 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
(ix) the Trustee shall have received written notice from either
Rating Agency that the continuation of the Master Servicer or the
Special Servicer in such capacity would result in the downgrade,
qualification or withdrawal of any rating then assigned by such Rating
Agency to any Class of Certificates.
(b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case for purposes of this Section 9.1(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor or the Trustee may terminate, and at the written direction of the
Holders of Certificates entitled to at least 51% of the Voting Rights, the
Trustee shall terminate, by notice in writing to the Defaulting Party, with a
copy of such notice to the Depositor (if the termination is effected by the
Trustee) or to the Trustee (if the termination is effected by the Depositor),
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than any rights
of the Defaulting Party as Certificateholder and for recovery of amounts due the
Defaulting Party out of the proceeds of the Mortgage Loans). From and after the
receipt by the Defaulting Party of such written notice, 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 agrees that if it is terminated pursuant to this Section 9.1(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 requested by the Trustee to enable it or a successor servicer 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, the
transfer within two Business Days to the Trustee or a successor servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer or the Special Servicer, as the case
may be, to the Certificate Account, the Distribution Account or any Escrow
Account or thereafter be received with respect to the Mortgage Loans or any REO
Property (provided, however, that the Master Servicer and the Special Servicer
each shall 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 (together with Advance Interest thereon) made by it or
otherwise, and it and its directors, officers, employees and agents shall
continue to be entitled to the benefits of Sections 8.26 and 8.27
notwithstanding any such termination).
Section 9.2 Trustee to Act; Appointment of Successor.
On and after the time the Master Servicer or the Special Servicer receives
a notice of termination pursuant to Section 9.1, the Trustee shall 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 be subject to all the
responsibilities, duties and liabilities (except for liabilities incurred prior
to the Event of Default) relating thereto and arising thereafter placed on the
Master Servicer or the Special Servicer, as the case may be, by the terms and
provisions hereof, including, without limitation, the Master Servicer's
obligation to make P&I Advances; provided that any failure to perform such
duties or responsibilities caused by the Master Servicer's or the Special
Servicer's failure to provide information or monies required by Section 9.1
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 Master
Servicer or the Special Servicer and the Trustee shall not be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to the applicable Servicing Fees (other than the RMF Retained
Fee) and all funds relating to the Mortgage Loans that the Master Servicer or
the Special Servicer would have been entitled to charge to the Certificate
Account if the Master Servicer or the Special Servicer had continued to act
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to so act, or shall, if it is unable to so act or if the Holders of Certificates
entitled to at least 51% of the Voting Rights so request in writing to the
Trustee or if it is not appropriately rated as an approved master servicer or
special servicer, as the case may be, by each Rating Agency, promptly appoint,
or petition a court of competent jurisdiction for the appointment of, a mortgage
loan servicing institution that has a net worth of not less than $15,000,000 and
is otherwise acceptable to each Rating Agency (as evidenced by Rating Agency
Confirmation), 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. No appointment of a successor to the Master Servicer or the Special
Servicer hereunder shall be effective until the assumption by the successor to
the Master Servicer or the Special Servicer of all the responsibilities, duties
and liabilities of the Master Servicer or the Special Servicer, as the case may
be, hereunder. Pending appointment of a successor to the Master Servicer or the
Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided and shall be entitled to such compensation as would
otherwise have been payable to the Master Servicer or the Special Servicer, as
the case may be. 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 Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Section 9.3 Notification to Certificateholders.
(a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 8.24, any termination of the Master Servicer or the Special
Servicer pursuant to Section 9.1 or any appointment of a successor to the Master
Servicer or the Special Servicer pursuant to Section 9.2, 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 the Trustee discovers or
is notified of the occurrence of such an event, the Trustee shall transmit by
mail to the Depositor and all Certificateholders notice of such occurrence,
unless such default shall have been cured.
Section 9.4 Waiver of Events of Default. The Holders of Certificates
entitled to at least 66 2/3% of the Voting Rights allocated to the respective
Classes of Certificates affected by any Event of Default hereunder may waive
such Event of Default; provided, however, that an Event of Default under clause
(i) or (ii) of Section 9.1 may be waived only by all of the Certificateholders.
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;
provided, however, that the Trustee shall be entitled to reimbursement pursuant
to Section 7.12 for any costs and expenses incurred as a result of such Event of
Default. 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 9.4, 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 the matters described above as they would
if any other Person held such Certificates.
ARTICLE X
PURCHASE AND
TERMINATION OF THE TRUST
Section 10.1 Termination of Trust Upon Repurchase or Liquidation
of All Mortgage Loans.
(a) The obligations and responsibilities of the Trustee created hereby
(other than the obligation of the Trustee to make payments to the Class R-I and
Class R-II Certificateholders and the REMIC III Certificateholders as set forth
in Section 10.2 and other than the obligations in the nature of information or
tax reporting) shall terminate on the earliest of (i) the later of (A) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
and (B) the disposition of all REO Property or (ii) the sale of the property
held by the Trust in accordance with Section 10.1(b) or (iii) the termination of
the Trust pursuant to Section 10.1(c) below; provided 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.
(b) The Master Servicer shall give the Trustee notice of the date when the
Aggregate Certificate Balance of the Certificates, after giving effect to
distributions of principal made on the next Distribution Date, is less than or
equal to one percent (1%) of the initial Aggregate Certificate Balance of the
Certificates as of the Cut-Off Date. The Trustee shall promptly forward such
notice to the Depositor, the Master Servicer, the Special Servicer and the
Holders of the Class R-I Certificates, who in such priority (and in the case of
the Class R-I Certificateholders, a majority of the Class R-I
Certificateholders), may purchase, in whole only, the Mortgage Loans and any
other property, if any, remaining in the Trust. If any party desires to exercise
such option, it will notify the Trustee who will notify any party with a prior
right to exercise such option. If any party that has been provided notice by the
Trustee notifies the Trustee within ten Business Days after receiving notice of
the proposed purchase that it wishes to purchase the assets of the Trust, then
such party (or, in the event that more than one of such parties notifies the
Trustee that it wishes to purchase the assets of the Trust, the party with the
first right to purchase the assets of the Trust) may purchase the assets of the
Trust in accordance with this Agreement. Upon receipt of the Termination Price
set forth below, the Trustee shall promptly release or cause to be released to
the Master Servicer for the benefit of the Depositor, the Holder of the majority
of the Class R-I Certificates, the Special Servicer or the Master Servicer, as
the case may be, the Mortgage Files pertaining to the Mortgage Loans. The
"Termination Price" shall equal 100% of the Aggregate Principal Balances of the
Mortgage Loans (other than Mortgage Loans as to which a Final Recovery
Determination has been made) on the day of such purchase plus accrued and unpaid
interest thereon at the applicable Mortgage Rates (or Mortgage Rates less the
Servicing Fee Rate, if the Master Servicer is the Purchaser, with respect to the
Mortgage Loans to the Due Date for each Mortgage Loan ending in the Collection
Period with respect to which such purchase occurs, plus unreimbursed Advances
and interest on such unreimbursed Advances at the Advance Rate, and the fair
market value of any other property remaining in REMIC I. The Trustee shall
consult with the Placement Agents and the Underwriters or their respective
successors, as advisers and may conclusively rely on the opinion of the value of
the property by an MAI designated appraiser, in order for the Trustee to
determine whether the fair market value of the property constituting the Trust
has been offered; provided that, if either Placement Agent or Underwriter or an
Affiliate of the Placement Agents or Underwriters is exercising its right to
purchase the Trust assets, the Trustee shall consult with the Operating Adviser
in order for the Trustee to determine the fair market value and may conclusively
rely on the opinion of the value of the property by an MAI designated appraiser,
provided that the Operating Adviser is not an Affiliate of the Depositor, the
Class R-I Holder, the Special Servicer or the Master Servicer, or a third party
chosen by the Depositor unless the Depositor is bidding for such property, or
the Trustee (the fees and expenses of which shall be paid for by buyer of the
property). Such purchase shall be made in accordance with Section 10.3.
(c) If at any time the Holders of the Class R-I Certificates own 100% of
the REMIC III Certificates such Holders may terminate REMIC I (which will in
turn result in the termination of REMIC II and REMIC III). Such termination
shall be made in accordance with Section 10.3.
(d) Anything in this Section 10.1 to the Contrary notwithstanding, the
Holders of the Class Q Certificates shall receive that portion of the proceeds
of a sale of the assets of the Trust allocable to Excess Interest, as their
interests may appear.
Section 10.2 Procedure Upon Termination of Trust.
(a) Notice of any termination pursuant to the provisions of Section 10.1,
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Trustee by first class mail to the Rating
Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no
later than ten days prior to the date of such termination. Such notice shall
specify (A) the Distribution Date upon which final distribution on the Class
R-I, Class R-II and REMIC III Certificates will be made, and upon presentation
and surrender of the Class R-I, Class R-II and REMIC III Certificates at which
office or agency of the Trustee therein specified, and (B) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distribution
being made only upon presentation and surrender of the Class R-I, Class R-II,
and REMIC III Certificates at the office or agency of the Trustee therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the Class R-I, Class R-II
and REMIC III Certificates shall terminate and the Trustee shall terminate, or
request the Master Servicer to terminate, the Certificate Account and the
Distribution Account and any other account or fund maintained with respect to
the Certificates, subject to the Trustee's obligation hereunder to hold all
amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in
trust without interest pending such payment.
(b) In the event that all of the Holders do not surrender their
certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for
cancellation within three months after the time specified in the above-mentioned
written notice, the Trustee shall give a second written notice to the remaining
Class R-I, Class R-II and REMIC III Certificateholders to surrender their
certificates evidencing the Class R-I, Class R-II and REMIC III Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice any Class R-I, Class R-II and REMIC III
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps to contact the remaining Class R-I, Class R-II and REMIC
III Certificateholders concerning surrender of such certificates, and the cost
thereof shall be paid out of the amounts distributable to such Holders. If
within two years after the second notice any such Class R-I, Class R-II and
REMIC III Certificates shall not have been surrendered for cancellation, the
Trustee shall, subject to applicable state law relating to escheatment, hold all
amounts distributable to such Holders for the benefit of such Holders. No
interest shall accrue on any amount held by the Trustee and not distributed to a
Class R-I, Class R-II and REMIC III Certificateholders due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section. Any money held by
the Trustee pending distribution under this Section 10.2 after 90 days after the
adoption of a plan of complete liquidation shall be deemed for tax purposes to
have been distributed from the REMICs and shall be beneficially owned by the
related Holder.
Section 10.3 Additional Trust Termination Requirements.
(a) The Trust and each REMIC shall be terminated in accordance with the
following additional requirements, unless at the request of the Master Servicer
or the Class R-I Certificateholders, as the case may be, the Trustee seeks, and
subsequently receives, an Opinion of Counsel (at the expense of the Master
Servicer or the Class R-I Certificateholders, as the case may be), addressed to
the Depositor and the Trustee to the effect that the failure of the Trust to
comply with the requirements of this Section 10.3 will not (i) result in the
imposition of taxes on "prohibited transactions" on any REMIC under the REMIC
Provisions or (ii) cause any REMIC Pool to fail to qualify as a REMIC at any
time that any Certificates are outstanding:
(i) Within 89 days prior to the time of the making of the final
payment on the REMIC III Certificates, the Trustee or the Paying Agent
shall sell all of the assets of the Trust for cash at the Termination
Price; provided that if the Holders of the Class R-I Certificates are
purchasing the assets of the Trust, the amount to be paid by such
Holders may be paid net of the amount to be paid to such Holders as
final distributions on any Certificates held by such Holders;
(ii) 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, (A) to the Holders of the Class R-I
Certificates all assets of REMIC I remaining after such final payment
of the REMIC Interests, (B) to the Holders of the Class R-II
Certificates all remaining assets of REMIC II and (C) to the Holders of
the Class R-III Certificates all remaining assets of REMIC III (in each
case other than cash retained to meet claims), and the Trust shall
terminate at that time; and
(iii) In no event may the final payment on the REMIC I Regular
Interests, REMIC II Regular Interests or REMIC Regular Certificates or
the final distribution or credit to the Holders of the Residual
Certificates, respectively, be made after the 89th day from the date on
which the plan of complete liquidation is adopted.
(b) By their acceptance of the Class R-I, Class R-II or Class R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to effect a plan of complete liquidation
of the REMIC Pool and (ii) agree to take such other action as may be necessary
to effect a plan of complete liquidation of the Trust upon the written request
of the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.
(c) On the final federal income tax return for each REMIC Pool, the Trustee
shall attach a statement specifying the date of the adoption of the plan of
liquidation which shall be the date of the first making of the notice specified
in Section 10.2.
ARTICLE XI
RIGHTS OF CERTIFICATEHOLDERS
The provisions of this Article XI shall apply to each of the REMIC I
Regular Interests, REMIC II Regular Interests, REMIC Regular Certificateholders
and Residual Certificateholders to the extent appropriate.
Section 11.1 Limitation on Rights of Holders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of the Trust, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
(b) Except as otherwise expressly provided herein, no Certificateholder,
solely by virtue of its status as a Certificateholder, shall have any right to
vote or in any manner otherwise control the Master Servicer or operation and
management of the Trust, 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 person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
(c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing 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 unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding 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 cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty 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 and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
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 whatever by virtue or by availing 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, or to enforce any right
under this Agreement, except in the manner herein provided and for the 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 11.2 Access to List of Holders.
(a) If the Trustee is not acting as Certificate Registrar, the Certificate
Registrar will furnish or cause to be furnished to the Trustee, within fifteen
days after receipt by the Certificate Registrar of a request by the Trustee in
writing, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Certificateholders of each Class as of the most
recent Record Date.
(b) If the Depositor, the Operating Adviser, the Healthcare Adviser, the
Special Servicer, the Master Servicer or three or more Holders (hereinafter
referred to as "applicants," with a single Person which (together with its
Affiliates) is the Holder of more than one Class of Certificates being viewed as
a single "applicant" for these purposes) apply in writing to the Trustee, and
such application states that the applicants 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
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, send, at such Person's expense, the
written communication proffered by the applicants to all Certificateholders at
their addresses as they appear in the Certificate Register.
(c) Every Holder, by receiving and holding a Certificate, agrees with the
Depositor, the Certificate Registrar and the Trustee that neither the Depositor,
the Certificate Registrar nor the Trustee shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
Section 11.3 Acts of Holders of Certificates.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Depositor. Such instrument or
instruments (as the action embodies therein and evidenced thereby) are herein
sometimes referred to as an "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agents shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Trustee and the Depositor, if made in the manner
provided in this Section. The Trustee agrees to promptly notify the Depositor of
any such instrument or instruments received by it, and to promptly forward
copies of the same.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of any notary public or other officer authorized by law to take
acknowledgments or deeds, certifying that the individual signing such instrument
or writing acknowledged to such notary public or other officer the execution
thereof. Whenever such execution is by an officer of a corporation or a member
of a partnership on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of such officer's or
member's authority. The fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.
(c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing thereon made by anyone other than the Trustee) shall
be proved by the Certificate Register, and neither the Trustee nor the Depositor
shall be affected by any notice to the contrary.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Certificate shall bind every future Holder
of the same Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Depositor in reliance thereon, whether or not notation of such action is made
upon such Certificate.
ARTICLE XII
REMIC ADMINISTRATION
The provisions of this Article XII shall apply to each REMIC Pool.
Section 12.1 REMIC Administration.
(a) An election will be made by the Trustee to treat the segregated pool of
assets consisting of the Mortgage Loans, such amounts as shall from time to time
be held in the Certificate Account and the Distribution Account, the Insurance
Policies and any REO Properties as a REMIC under the Code. Such election will be
made on Form 1066 or other appropriate federal tax or information return or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the REMIC I Interests are issued. For purposes of such
election, the Corresponding REMIC I Interests shall each be designated as a
separate class of "regular interests" in the REMIC I and the Class R-I
Certificates shall be designated as the sole class of "residual interests" in
the REMIC I. The Trustee shall not permit the creation of any "interests"
(within the meaning of Section 860G of the Code) in any of the REMICs other than
the REMIC I Regular Interests, REMIC II Regular Interests and REMIC III
Certificates and the Residual Certificates.
An election will be made by the Trustee to treat the segregated pool of
assets consisting of the REMIC I Regular Interests as a REMIC under the Code.
Such election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the REMIC II Interests are issued.
For the purposes of such election, the REMIC II Regular Interests shall be
designated as the "regular interests" in REMIC II and the Class R-II
Certificates shall be designated as the sole class of the "residual interests"
in REMIC II.
An election will be made by the Trustee to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC under the Code.
Such election will be made on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the REMIC III Certificates are
issued. For purposes of such election, the Class A-1, Class A-2, Class A-MF,
Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M and Class N Certificates shall be designated as the
"regular interests" in REMIC III and the Class R-III Certificates shall be
designated as the sole class of "residual interests" in REMIC III.
The Class Q Certificates represent an undivided beneficial interests in the
portion of the Trust consisting of the Excess Interest collected on the Mortgage
Loans. The Class Q Certificates do not represent regular or residual interests
in either the REMIC I, REMIC II or the REMIC III.
(b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC Pool within the meaning of Section 860G(a)(9) of the Code.
(c) The Trustee shall pay all routine tax related expenses (not including
any taxes, however denominated, including any additions to tax, penalties and
interest) of each REMIC Pool, excluding any professional fees or extraordinary
expenses related to audits or any administrative or judicial proceedings with
respect to each REMIC Pool that involve the Internal Revenue Service or state
tax authorities.
(d) The Trustee shall cause to be prepared, signed, and timely filed with
the Internal Revenue Service, on behalf of each REMIC Pool, an application for a
taxpayer identification number for such REMIC Pool on Internal Revenue Service
Form SS-4. The Trustee, upon receipt from the Internal Revenue Service of the
Notice of Taxpayer Identification Number Assigned, shall promptly forward a copy
of such notice to the Depositor and the Master Servicer. The Trustee shall
prepare and file Form 8811 on behalf of each REMIC Pool and shall designate an
appropriate Person to respond to inquiries by or on behalf of Certificateholders
for original issue discount and related information in accordance with
applicable provisions of the Code.
(e) The Trustee shall prepare and file all of each REMIC Pool's federal and
state income or franchise tax and information returns as such REMIC Pool's
direct representative; the expenses of preparing such returns shall be borne by
the Trustee and the cost of filing such returns shall be borne by the applicable
REMIC Pool, except that if additional state tax returns are required to be filed
in more than three states, the Trustee shall be entitled, with respect to any
such additional filings, to (i) be paid a reasonable fee and (ii) receive its
reasonable costs and expenses, both as amounts reimbursable pursuant to Section
5.2(a)(vi) hereof. The Depositor, the Master Servicer and the Special Servicer
shall provide on a timely basis to the Trustee or its designee such information
with respect to the Trust or any REMIC Pool as is in its possession, which the
Depositor or the Master Servicer and the Special Servicer has received or
prepared by virtue of its role as Depositor or Master Servicer and the Special
Servicer hereunder and reasonably requested by the Trustee to enable it to
perform its obligations under this subsection, and the Trustee shall be entitled
to conclusively rely on such information in the performance of its obligations
hereunder. The Depositor shall indemnify the Trust and the Trustee for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful misconduct of the Depositor in providing any
information for which the Depositor is responsible for preparing. The Master
Servicer and the Special Servicer shall indemnify the Trustee, and the Depositor
for any liability or assessment against the Trustee, the Depositor or any REMIC
Pool and any expenses incurred in connection with such liability or assessment
(including attorney's fees) resulting from any error in any of such tax or
information returns resulting from errors in the information prepared and
provided by the Master Servicer or the Special Servicer, as the case may, be or
caused by the gross negligence, willful misconduct or bad faith of the Master
Servicer or the Special Servicer, as the case may be. The Trustee shall be
liable to the Master Servicer, the Depositor or any REMIC Pool for any expense
incurred by the Master Servicer, the Depositor or any REMIC Pool resulting from
any error in any of such tax or information returns resulting from errors in the
preparation of such returns caused by the negligence, willful misconduct or bad
faith of the Trustee. Each indemnified party shall immediately notify the
indemnifying party or parties of the existence of a claim for indemnification
under this Section 12.1(e), and provide the indemnifying party or parties, at
the expense of such indemnifying party or parties, an opportunity to contest the
tax or assessment or expense giving rise to such claim, provided that the
failure to give such notification rights shall not affect the indemnification
rights in favor of any REMIC Pool under this Section 12.1(e). Any such
indemnification shall survive the resignation or termination of the Master
Servicer, the Special Servicer or the Trustee or the termination of this
Agreement.
(f) The Trustee shall perform on behalf of each REMIC Pool all reporting
and other tax compliance duties that are the responsibility of such REMIC Pool
under the Code, REMIC Provisions, or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority. Among its other
duties, the Trustee shall provide (i) to the Internal Revenue Service or other
Persons (including, but not limited to, the transferor of a Residual
Certificate, to a Disqualified Organization or to an agent that has acquired a
Residual Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any Disqualified Organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions.
(g) The Trustee shall forward to the Depositor copies of quarterly and
annual REMIC tax returns and Form 1099 information returns and such other
information within the control of the Trustee as the Depositor may reasonably
request in writing. Moreover, the Trustee shall forward to each
Certificateholder such forms and furnish such information within its control as
are required by the Code to be furnished to them, shall prepare and file with
the appropriate state authorities as may to the actual knowledge of a
Responsible Officer of the Trustee be required by applicable law and shall
prepare and disseminate to Certificateholders Forms 1099 (or otherwise furnish
information within the control of the Trustee) to the extent required by
applicable law. The Trustee will make available to any Certificateholder any tax
related information required to be made available to Certificateholders pursuant
to the Code and any regulations thereunder.
(h) The Holder of more than 50% of the Percentage Interests in Class R-I,
Class R-II and Class R-III Certificates, respectively (or of the greatest
percentage of such Class R-I, Class R-II and Class R-III Certificates if no
Holder holds more than 50% thereof), shall be the applicable REMIC's Tax Matters
Person. The duties of the Tax Matters Person for each of the REMIC Pools are
hereby delegated to the Trustee and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor Holders of such Residual Certificate, to such delegation to the
Trustee as their agent and attorney in fact. If the Code or applicable
regulations prohibits the Trustee from signing any applicable Internal Revenue
Service, court or other administrative documents or from acting as Tax Matters
Person (as an agent or otherwise), the Trustee shall take whatever action is
necessary for the signing of such documents and designation of a Tax Matters
Person, including the designation of such Residual Certificateholder. The
Trustee shall not be required to expend or risk its own funds or otherwise incur
any other financial liability in the performance of its duties hereunder or in
the exercise of any of its rights or powers (except to the extent of the
ordinary expenses of performing its duties under this Agreement), if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
(i) The Trustee, the Holders of the Residual Certificates, the Master
Servicer and the Special Servicer shall each exercise reasonable care, to the
extent within its control, and with respect to each of the Trustee, the Master
Servicer and the Special Servicer, within the scope of its express duties, and
shall each act in accordance with this Agreement and the REMIC Provisions in
order to create and maintain the status of each REMIC Pool as a REMIC or, as
appropriate, adopt a plan of complete liquidation.
(j) The Trustee, the Master Servicer, the Special Servicer and the Holders
of Residual Certificates shall not take any action or fail to take any action or
cause any REMIC Pool to take any action or fail to take any action if any of
such persons knows or could, upon the exercise of reasonable diligence, know,
that, under the REMIC Provisions such action or failure, as the case may be,
could (i) endanger the status of any REMIC Pool as a REMIC or (ii) result in the
imposition of a tax upon any REMIC Pool (including but not limited to the tax on
prohibited transactions as defined in Code Section 860F(a)(2), other than a tax
on "net income on foreclosure property" as provided in Code Section 860G(c)),
unless the Trustee has received an Opinion of Counsel (at the expense of the
party seeking to take such action) to the effect that the contemplated action
will not endanger such status or result in the imposition of such a tax. Any
action required under this section which would result in an unusual or
unexpected expense shall be undertaken at the expense of the party seeking the
Trustee or the Holders of the Residual Certificates to undertake such action.
(k) In the event that any tax is imposed on REMIC I, REMIC II or REMIC III,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) 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 on "net income from foreclosure property" permitted
to be incurred by the Special Servicer pursuant to Section 9.14(e)), 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 Trustee, if such tax arises out of or results from a breach of any of its
obligations under this Article XII; (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 IX or this Article XII; (iii) the Master Servicer, if
such tax arises out or results from a breach by the Master Servicer of any of
its obligations under Article VIII or this Article XII; or (iv) the Trust in all
other instances. Any tax permitted to be incurred by the Special Servicer
pursuant to Section 9.14(e) shall be charged to and paid by the Trust from the
net income generated on the related REO Property. Any such amounts payable by
the Trust in respect of taxes shall be paid by the Trustee out of amounts on
deposit in the Distribution Account.
(l) The Trustee and, to the extent that records are maintained by the
Master Servicer or the Special Servicer in the normal course of its business,
the Master Servicer and the Special Servicer shall, for federal income tax
purposes, maintain books and records with respect to each REMIC Pool on a
calendar year and on an accrual basis. Notwithstanding anything to the contrary
contained herein, except to the extent provided otherwise in the Mortgage Loans
or in the Mortgages, all amounts collected on the Mortgage Loans shall, for
federal income tax purposes, be allocated first to interest due and payable on
the Mortgage Loans (including interest on overdue interest, other than
additional interest at a penalty rate payable following a default). The books
and records must be sufficient concerning the nature and amount of each REMIC
Pool's investments to show that such REMIC Pool has complied with the REMIC
Provisions.
(m) Neither the Trustee, the Master Servicer, nor the Special Servicer
shall enter into any arrangement by which any REMIC Pool will receive a fee or
other compensation for services.
(n) In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee reasonably determines to be relevant for tax purposes on the valuations
and offering prices of the Certificates, including, without limitation, the
yield, prepayment assumption, issue prices and projected cash flows of the
Senior Certificates, Subordinate Certificates and Residual Certificates, as
applicable, and the projected cash flows of the Mortgage Loans. Thereafter, the
Depositor shall provide to the Trustee or its designee, promptly upon request
therefor, any such additional information or data within the Depositor's
possession or knowledge that the Trustee may, from time to time, reasonably
request in order to enable the Trustee to perform its duties as set forth
herein. The Trustee is hereby directed to use any and all such information or
data provided by the Depositor in the preparation of all federal and state
income or franchise tax and information returns and reports for each REMIC Pool
to Certificateholders as required herein. The Depositor hereby indemnifies the
Trustee, and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, and
each REMIC Pool arising from any errors or miscalculations of the Trustee
pursuant to this Section that result from any failure of the Depositor to
provide, or to cause to be provided, accurate information or data to the Trustee
(but not resulting from the methodology employed by the Trustee) on a timely
basis and such indemnification shall survive the termination of this Agreement
and the termination or resignation of the Trustee.
The Trustee agrees that all such information or data so obtained by it are
to be regarded as confidential information and agrees that it shall use its best
reasonable efforts to retain in confidence, and shall ensure that its officers,
employees and representatives retain in confidence, and shall not disclose,
without the prior written consent of the Depositor, any or all of such
information or data, or make any use whatsoever (other than for the purposes
contemplated by this Agreement) of any such information or data without the
prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Trustee and its parent, or (ii) in connection with
its rights and obligations under this Agreement.
(o) At all times as may be required by the Code, the Master Servicer will
to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of REMIC I as
"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.
(p) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" by which the Certificate
Balance of each Class of Certificates representing a regular interest in REMIC
III would be reduced to zero is July 15, 2029, which is the Distribution Date
following the last stated maturity date of the latest maturing Mortgage Loan.
Section 12.2 Prohibited Transactions and Activities. Neither the Trustee,
the Master Servicer nor the Special Servicer shall permit to the extent within
its control and scope of its express duties, the sale, disposition or
substitution of any of the Mortgage Loans (except in a disposition pursuant to
(i) the foreclosure or default of a Mortgage Loan, (ii) the bankruptcy or
insolvency of any REMIC Pool, (iii) the termination of any REMIC Pool in a
"qualified liquidation" as defined in Section 860F(a)(4) of the Code, or (iv) a
substitution pursuant to Article II hereof), nor acquire any assets for the
Trust, except as provided in Article II hereof, nor sell or dispose of any
investments in the Certificate Account or Distribution Account for gain, nor
accept any contributions to any REMIC Pool (other than a cash contribution
during the 3-month period beginning on the Startup Day), unless it has received
an Opinion of Counsel (at the expense of the Person requesting such action) to
the effect that such disposition, acquisition, substitution, or acceptance will
not (A) affect adversely the status of any REMIC Pool as a REMIC or of the REMIC
Certificates, other than the Residual Certificates, as the regular interests
therein, (B) affect the distribution of interest or principal on the
Certificates, (C) result in the encumbrance of the assets transferred or
assigned to any REMIC Pool (except pursuant to the provisions of this Agreement)
or (D) cause any REMIC Pool to be subject to a tax on "prohibited transactions"
or "prohibited contributions" or other tax pursuant to the REMIC Provisions.
Section 12.3 Modifications of Mortgage Loans. Notwithstanding anything to
the contrary in this Agreement, neither the Trustee, the Master Servicer nor the
Special Servicer shall to the extent within its control and scope of its express
duties, permit any modification of any Money Term of a Mortgage Loan or a
Specially Serviced Mortgage Loan or a release or substitution of all or any
portion of the Mortgaged Property with respect thereto at a time when such
Mortgage Loan is not in default or default with respect thereto is not
reasonably foreseeable unless (i) the Trustee and the Master Servicer have
received a Nondisqualification Opinion or a ruling from the Internal Revenue
Service (at the expense of the party making the request that the Master Servicer
or the Special Servicer modify the Mortgage Loan or a Specially Serviced
Mortgage Loan) to the effect that such modification would not be treated as an
exchange pursuant to Section 1001 of the Code (or, if it would be so treated,
would not be treated as a "significant modification" for purposes of Treas. Reg.
Sec. 1.860G-2(b) of the Code) or (ii) such modification meets the requirements
set forth in Sections 8.18 or 9.5.
Section 12.4 Liability with Respect to Certain Taxes and Loss of REMIC
Status. In the event that any REMIC Pool fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or prohibited contribution subject to taxation under the
REMIC Provisions due to the negligent performance by the Trustee of its duties
and obligations set forth herein, the Trustee shall be liable to the REMIC Pools
and the Holders of the Residual Certificates for any and all losses, claims,
damages, liabilities or expenses ("Losses") resulting from such negligence and
relating to the Residual Certificates; provided, however, that the Trustee shall
not be liable for any such Losses attributable to the action or inaction of the
Master Servicer, the Special Servicer, the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Depositor or such Holders of the Residual Certificates on which the Trustee has
relied. The foregoing shall not be deemed to limit or restrict the rights and
remedies of the Holders of the Residual Certificates now or hereafter existing
at law or in equity. The Trustee shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.1 Binding Nature of Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
Section 13.2 Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements, understandings,
inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof
control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.
Section 13.3 Amendment.
(a) This Agreement may be amended from time to time by the parties hereto,
without notice to or the consent of any of the Holders, (i) to cure any
ambiguity, (ii) to cause the provisions herein to conform to or be consistent
with or in furtherance of the statements made with respect to the Certificates,
the Trust or this Agreement in the Private Placement Memorandum and in the
Prospectus Supplement, or to correct or supplement any provision herein which
may be inconsistent with any other provisions herein, (iii) to amend any
provision hereof to the extent necessary or desirable to maintain the status of
each REMIC Pool as a REMIC for the purposes of federal income tax law (or
comparable provisions of state income tax law), (iv) to make any other
provisions with respect to matters or questions arising under or with respect to
this Agreement not inconsistent with the provisions hereof, (v) to modify, add
to or eliminate the provisions of Article III relating to transfers of Residual
Certificates or (vi) any other amendment which does not adversely affect in any
material respect the interests of any Certificateholder (unless such
Certificateholder consents). No such amendment effected pursuant to clause (i),
(ii) or (iv) of the preceding sentence shall (A) adversely affect in any
material respect the interests of any Holder not consenting thereto, and no
amendment shall adversely affect the status of any REMIC Pool as a REMIC without
the consent of 100% of the Certificateholders or (B) adversely affect the status
of any REMIC Pool as a REMIC. Prior to entering into any amendment without the
consent of Holders pursuant to this paragraph, the Trustee may require an
Opinion of Counsel and a Nondisqualification Opinion (in the case of clauses
(i), (ii) and (iii), at the expense of the Depositor, and otherwise at the
expense of the party requesting such amendment, except that if the Trustee
requests such amendment, such amendment shall be at the expense of the
Depositor, if the Depositor consents), to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce, qualify or withdraw the then current
rating assigned to any of the rated Certificates that were currently being rated
by the Rating Agencies (and any Opinion of Counsel requested by the Trustee in
connection with any such amendment may rely expressly on such confirmation as
the basis therefor). The placement of an "original issue discount" legend on, or
any change required to correct any such legend previously placed on, a
Certificate shall not be deemed an amendment to this Agreement.
(b) This Agreement may also be amended from time to time by the agreement
of the parties hereto (without the consent of the Certificateholders) and with
the written confirmation of the Rating Agencies that such amendment would not
cause the ratings on any Class of Certificates to be qualified, withdrawn or
downgraded; provided, however, that such amendment may not effect any of the
items set forth in clauses (i) through (iv) of the proviso in paragraph (c) of
this Section 13.3. The Trustee may request, at its option, to receive a
Nondisqualification Opinion and an Opinion of Counsel that any amendment
pursuant to this Section 13.3(b) is permitted by this Agreement at the expense
of the party requesting the amendment.
(c) This Agreement may also be amended from time to time by the parties
with the consent of the Holders of not less than 51% of the Aggregate
Certificate Balance of the Certificates then outstanding, 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; provided that no such amendment may (i) reduce in any manner the amount
of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate the Master Servicer's, the
Special Servicer's, the Trustee's or the Fiscal Agent's obligation to Advance or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) without the consent of 100% of the
Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders); provided that no such amendment may modify Section 8.18 of
this Agreement without a Rating Agency Confirmation. The Trustee may request, at
its option, to receive a Nondisqualification Opinion and an Opinion of Counsel
that any amendment pursuant to this Section 13.3(c) is permitted by this
Agreement at the expense of the party requesting the amendment.
(d) The costs and expenses associated with any such amendment shall be
borne by the Depositor in the case the Trustee is the party requesting such
amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a). In
all other cases, the costs and expenses shall be borne by the party requesting
the amendment.
(e) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Holder,
the Depositor and to the Rating Agencies.
(f) It shall not be necessary for the consent of Holders under this Section
13.3 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 Holders shall be in the affirmative and in writing and shall be
subject to such reasonable regulations as the Trustee may prescribe.
Section 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED
IN NEW YORK.
Section 13.5 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when received by
(A) in the case of the Depositor, Morgan Stanley Capital I Inc., 1585 Broadway,
New York, New York 10036, Attention: Russell Rahbany, with a copy to: Morgan
Stanley Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
General Counsel; (B) in the case of the Trustee or the Fiscal Agent at the
Corporate Trust Office; (C) in the case of the Master Servicer, AMRESCO
Services, L.P., 235 Peachtree Street, Suite 900. Atlanta, Georgia 30303.
Attention: Deputy General Counsel, and with a copy to AMRESCO, INC., 750 N.
Pearl Street Suite 2400, Dallas, Texas 75210, Attention: General Counsel; (D) in
the case of the Special Servicer, Lennar Partners, Inc., 760 N.W. 107th Avenue,
Miami, Florida 33172, Attention: Jeffrey P. Kraznoff, President; (E) in the case
of the Operating Adviser, Lennar Partners, Inc., 760 N.W. 107th Avenue, Miami,
Florida 33172; or (F) in case of the Healthcare Adviser, Survey, L.L.C., 2525
SouthTrust Tower, 420 N. 20th Street, Birmingham, Alabama 35203; Attention:
Richard Brockman; or as to each party such other address as may hereafter be
furnished by such party to the other parties in writing. Any notice required or
permitted to be mailed to a Holder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice.
Section 13.6 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 13.7 Indulgences; No Waivers. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
Section 13.8 Headings Not to Affect Interpretation. The headings contained
in this Agreement are for convenience of reference only, and shall not be used
in the interpretation hereof.
Section 13.9 Benefits of Agreement. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement, their successors, including the Operating Adviser,
the Healthcare Adviser and other persons entitled to indemnity hereunder, RMF
and assigns (but solely with respect to the RMF Retained Fee) and the Holders of
the Certificates, any benefit or any legal or equitable right, power, remedy or
claim under this Agreement.
Section 13.10 Special Notices to the Rating Agencies.
(a) The Depositor shall give prompt notice to the Rating Agencies, Special
Servicer, the Healthcare Adviser and the Operating Adviser of the occurrence of
any of the following events of which it has notice:
(i) any amendment to this Agreement pursuant to Section 13.3
hereof;
(ii) the Initial Certification required pursuant to Section 2.2
hereof and the Final Certification required pursuant to Section 2.2
hereof;
(iii) notice of the repurchase of any Mortgage Loan pursuant to
Section 2.3 hereof;
(iv) any resignation of the Master Servicer, Special Servicer, or
the Trustee pursuant to this Agreement;
(v) the appointment of any successor to the Master Servicer, the
Trustee or the Special Servicer pursuant to Section 7.14 hereof;
(vi) waiver of a due-on-sale clause as provided in Section 8.7;
(vii) waiver of a prohibition on subordinate liens on the
Mortgaged Properties;
(viii) the making of a final payment pursuant to Section 10.3
hereof; and
(ix) a Servicing Transfer Event.
(b) All notices to the Rating Agencies shall be in writing and sent by
first class mail, telecopy or overnight courier, as follows:
If to S&P, to:
Standard & Poor's Ratings Service
26 Broadway
New York, New York 10004
Attention: Commercial Mortgage Surveillance
If to Moody's, to:
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: Managing Director,
Commercial Mortgage-Backed Securities
If to any other Rating Agency, at such address as shall be provided in
writing to the Depositor by such Rating Agency.
(c) The Trustee, or in the case of clauses (i) and (ii), the successor
trustee shall give prompt notice to the Rating Agencies of the occurrence of any
of the following events:
(i) the resignation or removal of the Trustee pursuant to Section
7.6; or
(ii) the appointment of a successor trustee pursuant to Section
7.7; or
(iii) the appointment of a successor Operating Adviser pursuant
to Section 9.37.
(d) The Master Servicer shall deliver, unless otherwise advised, to the
Rating Agencies, the Depositor and the Special Servicer reports prepared
pursuant to this Agreement (including the reports described in Sections 8.12,
8.13 and 8.14 and the Special Servicer Reports in its possession prepared
pursuant to Section 9.32) and any other information as reasonably requested by
the Rating Agencies and the Depositor.
(e) Any notice or other document required to be delivered or mailed by the
Depositor, Master Servicer or Trustee shall be given by such parties,
respectively, on a best efforts basis and only as a matter of courtesy and
accommodation to the Rating Agencies, unless otherwise specifically required
herein, and such parties, respectively, shall have no liability for failure to
deliver any such notice or document to the Rating Agencies.
Section 13.11 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.
Section 13.12 Intention of Parties. It is the express intent of the parties
hereto that the conveyance of the Mortgage Loans and related rights and property
to the Trustee, for the benefit of the Certificateholders, by the Depositor as
provided in Section 2.1 be, and be construed as, an absolute sale of the
Mortgage Loans and related property. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans and
related property by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, in the event that, notwithstanding the
intent of the parties, the Mortgage Loans or any related property is held to be
the property of the Depositor, or if for any other reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans or any related
property, then this Agreement shall be deemed to be a security agreement; and
the conveyance provided for in Section 2.1 shall be deemed to be a grant by the
Depositor to the Trustee, for the benefit of the Certificateholders, of a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to:
(i) All accounts, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting
of, arising from or relating to any of the property described in
clauses (1)-(4) below: (1) the Mortgage Loans, including the related
Mortgage Notes, Mortgages, security agreements, and title, hazard and
other insurance policies identified on the Mortgage Loan Schedule,
including all Qualified Substitute Mortgage Loans, all distributions
with respect thereto payable on and after the Cut-Off Date, and the
Mortgage Files; (2) the Distribution Account, all REO Accounts, and the
Certificate Account, including all property therein and all income from
the investment of funds therein (including any accrued discount
realized on liquidation of any investment purchased at a discount); (3)
the REMIC I Regular Interests and the REMIC II Regular Interests; and
(4) the Mortgage Loan Purchase Agreements;
(ii) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit, investment
property, and other rights arising from or by virtue of the disposition
of, or collections with respect to, or insurance proceeds payable with
respect to, or claims against other Persons with respect to, all or any
part of the collateral described in clause (A) above (including any
accrued discount realized on liquidation of any investment purchased at
a discount); and
(iii) All cash and non-cash proceeds of the collateral described
in clauses (A) and (B) above.
The possession by the Trustee of the Mortgage Notes, the Mortgages and such
other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser for purposes of
perfecting the security interest pursuant to the Uniform Commercial Code
(including, without limitation, Sections 9-115 and 9-305 thereof) as in force in
the relevant jurisdiction.
Notifications to Persons holding such property, and acknowledgments,
receipts or confirmations from Persons holding such property, shall be deemed to
be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or persons holding for, the
Trustee, as applicable, for the purpose of perfecting such security interest
under applicable law.
The Depositor and, at the Depositor's direction, the Trustee, shall, to the
extent consistent with this Agreement, take such reasonable actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the property described above, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of the Agreement. The Trustee
shall file, at the expense of the Trust as an Additional Trust Expense, all
filings necessary to maintain the effectiveness of any original filings
necessary under the Uniform Commercial Code as in effect in any jurisdiction to
perfect the Trustee's security interest in such property, including without
limitation (i) continuation statements, and (ii) such other statements as may be
occasioned by any transfer of any interest of the Depositor in such property. In
connection herewith, the Trustee shall have all of the rights and remedies of a
secured party and creditor under the Uniform Commercial Code as in force in the
relevant jurisdiction.
Section 13.13 Recordation of Agreement. 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, if any, shall be
effected by the Trustee at the expense of the Trust as an Additional Trust
Expense, but only upon direction of the Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of the Certificateholders of the Trust.
Section 13.14 Rating Agency Monitoring Fees. The Depositor has provided to
the Master Servicer an amount projected to be sufficient to pay the reasonable
monitoring fees of S&P relating to the rating of the Certificates (the "Ratings
Reimbursement Amount"). The Master Servicer shall promptly pay, when due, all
such reasonable monitoring fees of S&P from the Ratings Reimbursement Amount.
Any successor Master Servicer shall assume such obligation to pay such
monitoring fees and shall be entitled to any remaining Ratings Reimbursement
Amount.
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above
written.
MORGAN STANLEY CAPITAL I INC.,
as Depositor
By: /S/ Russel A. Rahbany
---------------------
Name: Russell A. Rahbany
Title: Vice President
AMRESCO SERVICES, L.P.,
as Master Servicer
By: AMRESCO Mortgage Capital, Inc., its
general partner
By: /S/ Daniel B. Kirby
-------------------
Name: Daniel B. Kirby
Title: Senior Vice President
LENNAR PARTNERS, INC.,
as Special Servicer
By: /S/ Ronald E. Schrager
----------------------
Name: Ronald E. Schrager
Title: Vice President
LASALLE NATIONAL BANK, as Trustee
By: /S/ Russell M. Goldenberg
-------------------------
Name: Russel M. Goldenberg
Title: Senior Vice President
ABN AMRO BANK N.V., as 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 this ___th day of August, 1998, before me, a notary public in and for
said State, personally appeared Russell A. Rahbany, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Morgan Stanley
Capital I Inc., and acknowledged to me that such corporation executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunder set my hand and affixed my official
seal the day and year in this certificate first above written.
________________________________
Notary Public
<PAGE>
STATE OF _____________ )
) ss.:
COUNTY OF ____________ )
On this ___th day of August, 1998, before me, a notary public in and for
said State, personally appeared [ ], personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as [_________________________] AMRESCO Services L.P., and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunder set my hand and affixed my official
seal the day and year in this certificate first above written.
_________________________________
Notary Public
<PAGE>
STATE OF )
) ss.:
COUNTY OF __________ )
On the ______ day of August, 1998, before me, a notary public in and for
said State, personally appeared [ ] known to me to be a [ ]
of Lennar Partners, Inc., one of the entities that executed the within
instrument, and also known to me to be the person who executed it as an officer
of the general partner 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.
_________________________________
Notary Public
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ___ day of August, 1998, before me, a notary public in and for said
State, personally appeared __________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the
within instrument as Vice President on behalf of LaSalle National Bank, and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunder set my hand and affixed my official
seal the day and year in this certificate first above written.
_________________________________
Notary Public
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ___ day of August, 1998, before me, a notary public in and for said
State, personally appeared __________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the
within instrument as Vice President on behalf of ABN AMRO N.V., and acknowledged
to me that such nationally chartered bank executed the within instrument
pursuant to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunder set my hand and affixed my official
seal the day and year in this certificate first above written.
_________________________________
Notary Public
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
State, personally appeared __________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ABN AMRO N.V., and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunder set my hand and affixed my official
seal the day and year in this certificate first above written.
_________________________________
Notary Public
<PAGE>
EXHIBIT A-1
FORM OF CLASS A-1 CERTIFICATE
THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS A-1
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING
AGREEMENT: As of August 1, 1998 MASTER SERVICER: AMRESCO Services, L.P.
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H M 8
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS A-1 CERTIFICATES AS OF
THE CLOSING DATE: $
CLASS A-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ____________________ is the registered owner of the
interest evidenced by this Certificate in the Class A-1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:-----------------------------------------
AUTHORIZED OFFICER
Dated:--------------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with Act---------------
rights of survivorship and (State)
not as tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- -------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------- ----------------------------------------
- --------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-2
FORM OF CLASS A-2 CERTIFICATE
THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.60% CERTIFICATE BALANCE OF THIS CLASS A-2
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H N 6
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS A-2 CERTIFICATES AS OF
THE CLOSING DATE: $
CLASS A-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ____________________ is the registered owner of the
interest evidenced by this Certificate in the Class A-2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:------------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-3
FORM OF CLASS A-MF1
THIS CLASS A-MF1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-MF1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.52% CERTIFICATE BALANCE OF THIS CLASS A-
MF1 CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H P 1
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS A-MF1 CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS A-MF1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT _____________________ is the registered owner of the
interest evidenced by this Certificate in the Class A-MF1 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-MF1 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-MF1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-4
FORM OF CLASS A-MF2 CERTIFICATE
THIS CLASS A-MF2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-MF2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE
TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.53% CERTIFICATE BALANCE OF THIS CLASS A-
MF2 CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M J D 6
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS A-MF2 CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS A-MF2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ______________________ is the registered owner of the
interest evidenced by this Certificate in the Class A-MF2 Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class A-MF2 Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-MF2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-5
FORM OF CLASS B CERTIFICATE
THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED TO ANY
PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT FOR AN INSURANCE COMPANY INVESTING
SOLELY ASSETS OF ITS GENERAL ACCOUNT, WHICH SHALL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT THE PURCHASE AND OWNERSHIP OF THIS CERTIFICATE WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA AND SECTION 4975 OF
THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.88% CERTIFICATE BALANCE OF THIS CLASS B
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H Q 9
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS B CERTIFICATES AS OF THE
CLOSING DATE: $
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ____________________ is the registered owner of the
interest evidenced by this Certificate in the Class B Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class B Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-6
FORM OF CLASS C CERTIFICATE
THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT FOR AN INSURANCE COMPANY INVESTING
SOLELY ASSETS OF ITS GENERAL ACCOUNT, WHICH SHALL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT THE PURCHASE AND OWNERSHIP OF THIS CERTIFICATE WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA AND SECTION 4975 OF
THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 7.13% CERTIFICATE BALANCE OF THIS CLASS C
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H R 7
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS C CERTIFICATES AS OF
THE CLOSING DATE: $
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT __________________ is the registered owner of the
interest evidenced by this Certificate in the Class C Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class C Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:-----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-7
FORM OF CLASS D CERTIFICATE
THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), AS
AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT FOR AN INSURANCE COMPANY INVESTING
SOLELY ASSETS OF ITS GENERAL ACCOUNT, WHICH SHALL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT THE PURCHASE AND OWNERSHIP OF THIS CERTIFICATE WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA AND SECTION 4975 OF
THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 7.35% CERTIFICATE BALANCE OF THIS CLASS D
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H S 5
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS D CERTIFICATES AS OF
THE CLOSING DATE: $
CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ________________ is the registered owner of the
interest evidenced by this Certificate in the Class D Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class D Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Mortgage Pass-Through Certificates, Series 1998-CF1 and are
issued in 21 Classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-8
FORM OF CLASS E CERTIFICATE
THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON
THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE, EXCEPT FOR AN INSURANCE COMPANY INVESTING
SOLELY ASSETS OF ITS GENERAL ACCOUNT, WHICH SHALL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED THAT THE PURCHASE AND OWNERSHIP OF THIS CERTIFICATE WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA AND SECTION 4975 OF
THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 92.56223% WITH NO MORE THAN $76.8276667 OF OID PER $1,000 OF
INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 8.28% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.1511310 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 7.35% CERTIFICATE BALANCE OF THIS CLASS E
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. 61745M H T 3
September 15, 1998
CINS NO.
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS E CERTIFICATES AS OF
THE CLOSING DATE: $
CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting primarily
of a pool of commercial and multifamily mortgage loans (the "Mortgage Loans")
and certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ____________________ is the registered owner of the
interest evidenced by this Certificate in the Class E Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class E Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN- THIS IS ONE
OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND
SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:-----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-9
FORM OF CLASS F CERTIFICATE
THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A)(1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 78.49503% OF PAR WITH NO MORE THAN $217.4996667 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 10.25% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.3426995 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 7.35% CERTIFICATE BALANCE OF THIS CLASS F
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P C Z 7
September 15, 1998
CINS NO. Reg S: USU 6176PCZ72
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS F CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT_____________________ is the registered owner of the
interest evidenced by this Certificate in the Class F Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class F Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:--------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-10
FORM OF CLASS G CERTIFICATE
THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 78.30503% OF PAR WITH NO MORE THAN $219.3996667 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 10.26% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.3340159 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 7.35% CERTIFICATE BALANCE OF THIS CLASS G
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D A 1
September 15, 1998
CINS NO. Reg S: USU 6176P D A 13
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS G CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT _____________________ is the registered owner of the
interest evidenced by this Certificate in the Class G Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class G Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
are issued in 21 Classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_______________________________________________ account number ______________
or, if mailed by check, to _____________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-11
FORM OF CLASS H CERTIFICATE
THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS H CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 67.71867% OF PAR WITH NO MORE THAN $324.9233333 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 10.24% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.4639095 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS H
CERTIFICATE AS OF THE CLOSING DATE:
$ 0.00
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D B 9
September 15, 1998
CINS NO. Reg S: USU 6176P D B 95
AGGREGATE CERTIFICATE BALANCE OF NO. RegS-1
THE CLASS H CERTIFICATES AS
OF THE CLOSING DATE: $ 11,073,000.00
CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT Cede & Co. is the registered owner of the interest
evidenced by this Certificate in the Class H Certificates issued by the Trust
created pursuant to the Pooling and Servicing Agreement, dated as specified
above (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Master
Servicer, the Special Servicer and the Fiscal Agent, a summary of certain of the
pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class H Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
are issued in 21 Classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-12
FORM OF CLASS J CERTIFICATE
THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 72.43517% OF PAR WITH NO MORE THAN $277.7583333 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 9.92% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.4229859 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS J
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D C 7
September 15, 1998
CINS NO. Reg S: USU 6176P D C 78
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS J CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS J CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ______________________ is the registered owner of the
interest evidenced by this Certificate in the Class J Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class J Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-13
FORM OF CLASS K CERTIFICATE
THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OR PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS K CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 71.02937% OF PAR WITH NO MORE THAN $291.8163333 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 9.94% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.3595916 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 199, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS K
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1,1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D D 5
September 15, 1998
CINS NO. Reg S: USU 6176P D D 51
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS K CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS K CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ____________________ is the registered owner of the
interest evidenced by this Certificate in the Class K Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-14
FORM OF CLASS L CERTIFICATE
THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OR PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS L CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 47.66357% OF PAR WITH NO MORE THAN $525.4749333 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 14.51% PER ANNUM,
COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $0.2839392 PER $1,000 OF INITIAL CERTIFICATE BALANCE,
COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE
LOANS WILL NOT PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR
RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS L
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D E 3
September 15, 1998
CINS NO. Reg S: USU 6176P D E 35
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS L CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS L CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT _____________________ is the registered owner of the
interest evidenced by this Certificate in the Class L Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class L Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-15
FORM OF CLASS M CERTIFICATE
THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OR PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 30.03507% OF PAR WITH NO MORE THAN $701.7593333 OF OID PER $1,000
OF INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 21.97% PER ANNUM AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$0.1223073 PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR
THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS M
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D F 0
September 15, 1998
CINS NO. Reg S: USU 6176P D F 00
AGGREGATE CERTIFICATE BALANCE OF NO.
THE CLASS M CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS M CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ____________________ is the registered owner of the
interest evidenced by this Certificate in the Class M Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class M Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-16
FORM OF CLASS N CERTIFICATE
THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENTS, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR
OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
EXCEPT FOR AN INSURANCE COMPANY INVESTING SOLELY ASSETS OF ITS GENERAL ACCOUNT,
WHICH SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT THE PURCHASE AND
OWNERSHIP OF THIS CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA AND SECTION 4975 OF THE CODE.
THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OR PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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% (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 29.82757% WITH NO MORE THAN $703.8343333 OF OID PER $1,000 OF
INITIAL CERTIFICATE BALANCE, THE YIELD TO MATURITY IS 21.97% PER ANNUM AND THE
AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$0.0996015 PER $1,000 OF INITIAL CERTIFICATE BALANCE, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR
THAT, IF THEY DO, THEY WILL PREPAY AT ANY PARTICULAR RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 6.33% CERTIFICATE BALANCE OF THIS CLASS N
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176P D G 8
September 15, 1998
CINS NO. Reg S: USU 6176P D G 82
AGGREGATE CERTIFICATE BALANCE OF NO. RegS-1
THE CLASS N CERTIFICATES AS
OF THE CLOSING DATE: $
CLASS N CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT _____________________ is the registered owner of the
interest evidenced by this Certificate in the Class N Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Certificate Balance of this Certificate
specified on the face hereof by the aggregate initial Certificate Balance of the
Class N Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of principal of and interest on this Certificate will be made
out of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (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 (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate on
the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES
The following exchanges of a part of this Global Certificate have been
made:
<PAGE>
EXHIBIT A-17
FORM OF CLASS Q CERTIFICATE
THIS CLASS Q CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE UNDERWRITER OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF,
BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A
"QIB"), WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTIONAL
INVESTOR THAT IS, OR ALL THE EQUITY OWNERS OF WHICH ARE, INSTITUTIONAL
"ACCREDITED INVESTORS" AS SUCH TERM IS DEFINED IN RULE 501(a)(1),(2),(3) OR (7)
OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE) OR (3) BY AN INITIAL INVESTOR
THAT IS A QIB, TO AN INSTITUTIONAL ACCREDITED INVESTOR AND (B) IN ACCORDANCE
WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THIS CERTIFICATE OR ANY INTEREST HEREIN SHOULD NOT BE PURCHASED BY A TRANSFEREE
THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING
AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A "PLAN"), OR
(B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE
COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE
ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR SIMILAR LAW TO INCLUDE
ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
ASSETS OF ANY SUCH PLAN. EACH PROSPECTIVE TRANSFEREE OF THIS CERTIFICATE WILL BE
REQUIRED TO DELIVER TO THE DEPOSITOR, THE CERTIFICATE REGISTRAR AND THE TRUSTEE,
(I) A REPRESENTATION LETTER, SUBSTANTIALLY IN THE FORM OF EXHIBIT D TO THE
POOLING AGREEMENT REFERRED TO HEREIN, STATING THAT SUCH PROSPECTIVE TRANSFEREE
IS NOT A PERSON REFERRED TO IN CLAUSE (A) OR (B) ABOVE, OR (II) AN OPINION OF
COUNSEL WHICH ESTABLISHES TO THE SATISFACTION OF THE DEPOSITOR, THE CERTIFICATE
REGISTRAR AND THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE WILL
NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS" AND
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW, WILL NOT
CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA,
SECTION 4975 OF THE CODE OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER SIMILAR
LAW, AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE
DEPOSITOR, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE
CODE OR SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AGREEMENT,
WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE TRUST FUND,
THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE REGISTRAR OR THE
DEPOSITOR. EACH TRANSFEREE OF A BENEFICIAL INTEREST HEREIN SHALL BE DEEMED TO
REPRESENT THAT IT IS NOT A PERSON REFERRED TO IN CLAUSE (A) OR (B) ABOVE.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
PERCENTAGE INTEREST OF THIS MASTER SERVICER: AMRESCO Services, L.P.
CLASS Q CERTIFICATE: 100%
DATE OF POOLING AND SERVICING SPECIAL SERVICER: Lennar Partners, Inc.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 TRUSTEE: LaSalle National Bank
CLOSING DATE: August 27, 1998 FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: NO.
September 15, 1998
CLASS Q CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT _____________________ is the registered owner of the
interest evidenced by this Certificate in the Class Q Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates"). The Certificates are designated as the Morgan
Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
1998-CF1 and are issued in 21 Classes as specifically set forth in the Pooling
and Servicing Agreement. The Certificates will evidence in the aggregate 100% of
the beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
The Class Q Certificates represent pro rata undivided beneficial interests
in the portion of the Trust consisting of the Excess Interest collected on the
Mortgage Loans and in the Excess Interest Distribution Account. The initial
Certificate Balance of the Class Q Certificates is zero and the Class Q
Certificates do not have a notional Balance. On the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (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 (the "Record Date"), distributions for Excess Interest on
such Distribution Date shall be distributed to the Holders of the Class Q
Certificates from amounts on deposit in the Excess Interest Distribution
Account. All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Trustee with wiring instructions no more than five business days
after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the
Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS Q CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
EXHIBIT A-18
FORM OF CLASS R-I CERTIFICATE
THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.
A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE TRUSTEE TO
THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE
POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE
HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR 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 FHLMC, A MAJORITY ITS BOARD OF DIRECTORS IS
NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN 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 (UNLESS SUCH ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN
SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"),
(D) A PERSON THAT IS NOT A CITIZEN OF 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, AN ESTATE WHOSE
INCOME IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGARDLESS OF ITS SOURCE
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 SUCH TRUST
(OR, TO THE EXTENT PROVIDED IN APPLICABLE TREASURY REGULATIONS, SUCH TRUST WAS
IN EXISTENCE ON AUGUST 20, 1996 AND IS ELIGIBLE TO ELECT TO BE TREATED AS A U.S.
PERSON (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED STATES
PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, 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, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
PERCENTAGE INTEREST OF THIS MASTER SERVICER: AMRESCO Services, L.P.
CLASS R-I CERTIFICATE: 100%
DATE OF POOLING AND SERVICING SPECIAL SERVICER: Lennar Partners, Inc.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 FISCAL AGENT: ABN AMRO Bank N.V.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FIRST DISTRIBUTION DATE: NO.
September 15, 1998
CLASS R-I CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ___________________________ is the registered owner of
the interest evidenced by this Certificate in the Class R-I Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-I Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 and are issued in 21 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
The Holder of this Certificate shall be entitled to receive only certain
amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (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 (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Trustee with wiring instructions no more than five business days
after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
The Residual Certificates will be issued in fully registered, certificated
form in minimum percentage interests of 10% and in multiples of 10% in excess
thereof.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
EXHIBIT A-19
FORM OF CLASS R-II CERTIFICATE
THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.
A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE TRUSTEE TO
THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS OF THE
POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE FACE
HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR 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 FHLMC, A MAJORITY ITS BOARD OF DIRECTORS IS
NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN 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 (UNLESS SUCH ORGANIZATION
IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE COOPERATIVE DESCRIBED IN
SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"),
(D) A PERSON THAT IS NOT A CITIZEN OF 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, AN ESTATE WHOSE
INCOME IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGARDLESS OF ITS SOURCE
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 SUCH TRUST
(OR, TO THE EXTENT PROVIDED IN APPLICABLE TREASURY REGULATIONS, SUCH TRUST WAS
IN EXISTENCE ON AUGUST 20, 1996 AND IS ELIGIBLE TO ELECT TO BE TREATED AS A U.S.
PERSON (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED STATES
PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION IN
THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-II CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, 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, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-II CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
PERCENTAGE INTEREST OF THIS MASTER SERVICER: AMRESCO Services, L.P.
CLASS R-II CERTIFICATE: 100%
DATE OF POOLING AND SERVICING SPECIAL SERVICER: Lennar Partners, Inc.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 FISCAL AGENT: ABN AMRO Bank N.V.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FIRST DISTRIBUTION DATE: NO.
September 15, 1998
CLASS R-II CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ___________________________ is the registered owner of
the interest evidenced by this Certificate in the Class R-II Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-II Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 and are issued in 21 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
The Holder of this Certificate shall be entitled to receive only certain
amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby after payment to the holders of all classes of
REMIC II Regular Interests of all amounts set forth in the Pooling and Servicing
Agreement. Distributions on this Certificate will be made out of the Available
Distribution Amount, to the extent and subject to the limitations set forth in
the Pooling and Servicing Agreement, on the 15th day of each month or, if such
15th day is not a Business Day, the next succeeding Business Day (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 (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Trustee with wiring instructions no more than five business days
after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
The Residual Certificates will be issued in fully registered, certificated
form in minimum percentage interests of 10% and in multiples of 10% in excess
thereof.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
EXHIBIT A-20
FORM OF CLASS R-III CERTIFICATE
THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.
THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.
A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
TRUSTEE TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
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 FHLMC, A MAJORITY ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN 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 (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF 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, AN ESTATE WHOSE INCOME IS SUBJECT TO UNITED STATES FEDERAL
INCOME TAX REGARDLESS OF ITS SOURCE 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 SUCH TRUST (OR, TO THE EXTENT PROVIDED IN APPLICABLE
TREASURY REGULATIONS, SUCH TRUST WAS IN EXISTENCE ON AUGUST 20, 1996 AND IS
ELIGIBLE TO ELECT TO BE TREATED AS A U.S. PERSON (ANY SUCH PERSON BEING
HEREINAFTER REFERRED TO AS A "UNITED STATES PERSON") OR (E) AN AGENT OF A
DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, AND (3) NO PURPOSE OF
SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO IMPEDE THE ASSESSMENT OR COLLECTION
OF TAX. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON OR AN AGENT OF A
DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, OR TO ANY OTHER
PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT, 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, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF A CLASS R-III CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
PERCENTAGE INTEREST OF THIS CLASS MASTER SERVICER: AMRESCO Services, L.P.
R-III CERTIFICATE: 100%
DATE OF POOLING AND SERVICING SPECIAL SERVICER: Lennar Partners, Inc.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 FISCAL AGENT: ABN AMRO Bank N.V.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National bank
FIRST DISTRIBUTION DATE: NO.
September 15, 1998
CLASS R-III CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT _____________________ is the registered owner of the
interest evidenced by this Certificate in the Class R-III Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing the Percentage Interest in the Class
R-III Certificates specified on the face hereof. The Certificates are designated
as the Morgan Stanley Capital I Inc. Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 and are issued in 21 Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
The Holder of this Certificate shall be entitled to receive only certain
amounts set forth in the Pooling and Servicing Agreement, including a
distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby after payment to the holders of all classes of
REMIC II Regular Interests of all amounts set forth in the Pooling and Servicing
Agreement. Distributions on this Certificate will be made out of the Available
Distribution Amount, to the extent and subject to the limitations set forth in
the Pooling and Servicing Agreement, on the 15th day of each month or, if such
15th day is not a Business Day, the next succeeding Business Day (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 (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to
Certificateholders will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder, at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the Trustee with wiring instructions no more than five business days
after the related Record Date or otherwise by check mailed to such
Certificateholder. Notwithstanding the above, the final distribution on any
Certificate will be made only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the pendency
of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
The Residual Certificates will be issued in fully registered, certificated
form in minimum percentage interests of 10% and in multiples of 10% in excess
thereof.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:----------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
________________________________ account number ______________________ or, if
mailed by check, to ___________________________________. Statements should be
mailed to ____________________. This information is provided by assignee named
above, or _______________________, as its agent.
<PAGE>
EXHIBIT A-21
FORM OF CLASS X CERTIFICATE
THIS CLASS X CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL AGENT, THE MASTER
SERVICER, THE SPECIAL SERVICER OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) (1) TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 1933
ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D OF THE 1933 ACT AND (B) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.
NOTWITHSTANDING THE ABOVE, IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE
BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE OR HOLD THIS
CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST BE AN ACCREDITED INVESTOR.
THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.
THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT OF
THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE TRUSTEE.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" 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 AUGUST 27, 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 ALL ARD
LOANS PREPAY IN FULL ON THEIR ANTICIPATED PREPAYMENT DATES (THE "PREPAYMENT
ASSUMPTION"), THIS CERTIFICATE HAS BEEN ISSUED AT A PRICE (INCLUDING ACCRUED
INTEREST) OF 5.42057% OF ITS INITIAL AMOUNT WITH NO MORE THAN $3264.67282 OF OID
PER $100,000 OF INITIAL NOTIONAL AMOUNT, THE YIELD TO MATURITY IS 9.98% PER
ANNUM, COMPOUNDED MONTHLY, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $27.00706 PER $100,000 OF INITIAL NOTIONAL
AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL NO PREPAY OR THAT, IF THEY DO, THEY WILL PREPAY AT ANY
PARTICULAR RATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT 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 HEREON 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.
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF (A) THE COMMENCEMENT OF THE
OFFERING OF THE CERTIFICATES AND (B) AUGUST 5, 1998, THIS CERTIFICATE MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT. NO BENEFICIAL OWNERS OF THIS CERTIFICATE SHALL BE ENTITLED TO
RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.
<PAGE>
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-CF1
INITIAL PASS-THROUGH RATE: 1.06% NOTIONAL AMOUNT OF THIS CLASS X
CERTIFICATE AS OF THE CLOSING DATE:
$
DATE OF POOLING AND SERVICING MASTER SERVICER: AMRESCO Services, L.P.
AGREEMENT: As of August 1, 1998
CUT-OFF DATE: August 1, 1998 SPECIAL SERVICER: Lennar Partners, Inc.
CLOSING DATE: August 27, 1998 TRUSTEE: LaSalle National Bank
FISCAL AGENT: ABN AMRO Bank N.V.
FIRST DISTRIBUTION DATE: CUSIP NO. Reg S: U6176PCY 0
September 15, 1998
CINS NO. Reg S: USU 6176P C Y 08
AGGREGATE INITIAL NOTIONAL BALANCE NO.
OF THE CLASS X CERTIFICATES AS OF
THE CLOSING DATE: $
CLASS X CERTIFICATE
evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by
MORGAN STANLEY CAPITAL I INC.
THIS CERTIFIES THAT ________________________ is the registered owner of the
interest evidenced by this Certificate in the Class X Certificates issued by the
Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Morgan Stanley
Capital I Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Master Servicer, the Special Servicer and the Fiscal Agent, a summary of certain
of the pertinent provisions of which is set forth hereafter. The Trust consists
primarily of the Mortgage Loans, such amounts as shall from time to time be held
in the Certificate Account and Distribution Account, the Insurance Policies and
any REO Properties. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement.
The Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Notional Amount of this Certificate
specified on the face hereof by the initial aggregate Notional Amount of the
Class X Certificates. The Certificates are designated as the Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 1998-CF1
and are issued in 21 Classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.
This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to that Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby and the rights, duties and obligations of the Trustee. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the
Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.
Distributions of interest on this Certificate will be made out of the
Available Distribution Amount, to the extent and subject to the limitations set
forth in the Pooling and Servicing Agreement, on the 15th day of each month or,
if such 15th day is not a Business Day, the next succeeding Business Day (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 (the "Record Date"). All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Pass-Through Rate
specified above on the Notional Amount of this Certificate immediately prior to
each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose.
Realized Losses, Expense Losses and interest shortfalls on the Mortgage
Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth in
the Pooling and Servicing Agreement. As provided in the Pooling and Servicing
Agreement, withdrawals from the Certificate Account shall be made from time to
time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the
servicing of the Mortgage Loans and administration of the Trust.
All distributions under the Pooling and Servicing Agreement to a nominee of
The Depository Trust Company ("DTC") will be made by or on behalf of the Trustee
by wire transfer in immediately available funds to an account specified in the
request of such Certificateholder. All distributions under the Pooling and
Servicing Agreement to Certificateholders will be made by wire transfer in
immediately available funds to the account specified by the Certificateholder,
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder will have provided the Trustee with wiring instructions no
more than five business days after the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.
The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Certificateholders under the Pooling and Servicing Agreement
at any time by the parties thereto with the consent of the Holders of not less
than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. 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 the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Pooling and Servicing 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 Corporate Trust Office of the Trustee, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of
transfer in form satisfactory to the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations will be issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class X
Certificates will be issued in denominations of $50,000 initial Notional Amount
and in any whole dollar denomination in excess thereof.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange but the Trustee 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.
The Depositor, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the Certificate Registrar and any of
their agents may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Depositor, the Trustee,
the Fiscal Agent, the Master Servicer, the Special Servicer, the Paying Agent,
the Certificate Registrar nor any such agents shall be affected by notice to the
contrary.
The obligations and responsibilities of the Trustee created hereby (other
than the obligation of the Trustee to make payments to the Certificateholders as
set forth in Section 10.2 of the Pooling and Servicing Agreement and other than
the obligations in the nature of information or tax reporting) shall terminate
on the earliest of (i) the later of (A) the final payment or other liquidation
of the last Mortgage Loan remaining in the Trust and (B) the disposition of all
REO Property or (ii) the sale of the property held by the Trust in accordance
with Section 10.1(b) of the Pooling and Servicing Agreement or (iii) the
termination of the Trust pursuant to Section 10.1(c) of the Pooling and
Servicing Agreement; provided that in no event shall the Trust 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 parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.
The Trustee has executed this Certificate on behalf of the Trust as Trustee
under the Pooling and Servicing Agreement.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed under this official seal.
LASALLE NATIONAL BANK, as Trustee
By:------------------------------------
AUTHORIZED OFFICER
Dated:---------------------------------
<PAGE>
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
LASALLE NATIONAL BANK, AUTHENTICATING AGENT
By:-----------------------------------------
AUTHORIZED SIGNATORY
Dated:--------------------------------------
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT - Under Uniform
Gifts to Minors
TEN ENT - as tenants by the entireties (Cust) - Custodian
JT TEN - as joint tenants with rights Act_______________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- -------------------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
- ----------------------
| | IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please print or typewrite name and address of assignee
the within Certificate and does
hereby or irrevocably constitute
and appoint _______________________
to transfer the said Certificate in
the Certificate Register of the
within-named Trust, with full power
of substitution in the premises.
Dated:---------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Certificate in
every particular without alteration or
enlargement or any change whatever.
- -----------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by
a commercial bank or trust company
or by a member firm of the New York
Stock Exchange or another national
securities exchange. Notarized or
witnessed signatures are not
acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.
<PAGE>
EXHIBIT B-1
-----------
FORM OF INITIAL CERTIFICATION OF TRUSTEE
August __, 1998
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
AMRESCO Services L.P.
235 PeachTree Street N.E.
Suite 900
Atlanta, GA 30303
Re: Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
relating to Morgan Stanley Capital I Inc., Commercial Mortgage Pass-
Through Certificates, Series 1998-CF1
--------------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan, and (c) each Mortgage Note has
been endorsed as provided in clause (i) of the definition of "Mortgage File" of
the Pooling and Servicing Agreement. The Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any
such documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.
The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans,
the REMIC I Regular Interests, and the REMIC II Regular Interests.
Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Certificate is subject in all respects to the terms of said
Pooling and Servicing Agreement.
LASALLE NATIONAL BANK, as Trustee
By: -----------------------------
Name:
Title:
<PAGE>
SCHEDULE OF EXCEPTIONS
----------------------
<PAGE>
EXHIBIT B-2
-----------
FORM OF FINAL CERTIFICATION OF TRUSTEE
__________, 1998
Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
AMRESCO Services L.P.
235 PeachTree Street N.E.
Suite 900
Atlanta, GA 30303
Re: Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
relating to Morgan Stanley Capital I Inc., Commercial Mortgage Pass-
Through Certificates, Series 1998-CF1
--------------------------------------------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (v), (viii) and (ix) of the definition of "Mortgage File," and any
documents required to be included in the Mortgage File pursuant to clauses
(iii), (vii), and (x) of the definition of "Mortgage File," to the extent the
Trustee has received written notification by the Depositor or the Master
Servicer that such documents are required by the related Mortgage Loan, are in
its possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents relate to such Mortgage Loan, (c) based on its examination
and only as to the foregoing documents, the loan number, the street address of
the Mortgaged Property and the name of the borrower set forth in the Mortgage
Loan Schedule accurately reflects the information contained in the documents in
the Mortgage File, and (d) each Mortgage Note has been endorsed and each
Assignment of Mortgage has been delivered as provided in the definition of
"Mortgage File" contained in the Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability or genuineness of any of the documents contained in each Mortgage
File or any of the Trustee Mortgage Loans identified in the Mortgage Loan
Schedule, or (ii) the collectibility, insurability, effectiveness or suitability
of any such Mortgage Loan.
The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans,
the REMIC I Regular Interests, and the REMIC II Regular Interests.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.
LASALLE NATIONAL BANK, as Trustee
By: -----------------------------
Name:
Title:
<PAGE>
SCHEDULE OF EXCEPTIONS
----------------------
<PAGE>
EXHIBIT C
-----------
FORM OF REQUEST FOR RELEASE
To: LaSalle National Bank, Trustee
135 South LaSalle Street
Chicago, Illinois 60674
Attn: Asset-Backed Securities Trust Services Group
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1
----------------------------------------------------------------
Date:__________
In connection with the administration of the Mortgage Loans held by you as
Trustee under the Pooling and Servicing Agreement dated, as of August [___],
1998, by and among Morgan Stanley Capital I Inc., as Depositor, AMRESCO Services
L.P., as Master Servicer, Lennar Partners, Inc., as Special Servicer, LaSalle
National Bank, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent (the "Pooling
and Servicing Agreement"), the undersigned hereby requests a release of the
Trustee Mortgage File held by you as Trustee with respect to the following
described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
_____ 1. Mortgage Loan paid in full. (The [Master] [Special] Servicer hereby
certifies that all amounts received in connection with the Mortgage
Loan have been or will be, following the [Master] [Special]
Servicer's release of the Trustee Mortgage File, credited to the
Certificate Account or the Distribution Account pursuant to the
Pooling and Servicing Agreement.)
_____ 2. Mortgage Loan repurchased. (The [Master] [Special] Servicer hereby
certifies that the Purchase Price has been credited to the
Distribution Account pursuant to the Pooling and Servicing
Agreement.)
_____ 3. Mortgage Loan substituted. (The [Master] [Special] Servicer hereby
certifies that a Qualifying Substitute Mortgage Loan has been
assigned and delivered to you along with the related Trustee
Mortgage File pursuant to the Pooling and Servicing Agreement.)
_____ 4. The Mortgage Loan is being foreclosed.
_____ 5. Other. (Describe)
The undersigned acknowledges that the above Trustee Mortgage File will be
held by the undersigned in accordance with the provisions of the Pooling and
Servicing Agreement and will be returned to you, except if the Mortgage Loan has
been paid in full, repurchased or substituted for by a Qualifying Substitute
Mortgage Loan (in which case the Trustee Mortgage File will be retained by us
permanently), when no longer required by us for such purpose). Capitalized terms
used herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.
[Name of [Master] [Special] Servicer]
By: -----------------------------
Name:
Title:
<PAGE>
EXHIBIT D-1
-----------
FORM OF TRANSFEROR CERTIFICATE FOR
TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES
[Date]
[CERTIFICATE REGISTRAR]
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1, Class (the "Certificates")
----------------------------------------------------------------
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class ___ Certificates having an initial principal balance as of August ___,
1998 (the "Closing Date") of $__________][evidencing a ____% Percentage Interest
in the related Class] (the "Transferred Certificates"). The Transferred
Certificates were issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of August [__], 1998, among Morgan
Stanley Capital I Inc., as depositor (the "Depositor"), AMRESCO Services L.P.,
as master servicer, Lennar Partners, Inc., as special servicer, LaSalle National
Bank, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All terms used herein
and not otherwise defined shall have the 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 Transferred Certificate,
any interest in any 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 any 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 any 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, which (in the
case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of any Transferred Certificate under the Securities
Act of 1933, as amended (the "Securities Act"), or would render the disposition
of any Transferred Certificate a violation of Section 5 of the Securities Act or
any state securities laws, or would require registration or qualification of any
Transferred Certificate pursuant to the Securities Act or any state securities
laws.
Very truly yours,
_________________________________
(Transferor)
By: _____________________________
Name:____________________________
Title:___________________________
<PAGE>
EXHIBIT D-2A
------------
FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES
[Date]
[CERTIFICATE REGISTRAR]
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 (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 Certificate Principal Balance as of
August __, 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 August [___], 1998 (the
"Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc., as
depositor (the "Depositor"), AMRESCO Services L.P., as master servicer, Lennar
Partners, Inc., 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
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 of the Transferred
Certificates is being made in reliance on Rule 144A. The Transferee is acquiring
the Transferred Certificates for its own account or for the account of a
Qualified Institutional Buyer, and understands that such Transferred
Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed to be a Qualified Institutional Buyer that purchases for its
own account or for the account of a Qualified Institutional Buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.
2. The Transferee has been furnished with all information regarding (a) the
Transferred Certificates and distributions thereon, (b) the nature, performance
and servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement,
and (d) any credit enhancement mechanism associated with the Transferred
Certificates, that it has requested.
Very truly yours,
_________________________________
(Transferee)
By: _____________________________
Name:____________________________
Title:___________________________
<PAGE>
ANNEX 2 TO EXHIBIT D-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 certificate being transferred (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
Rule144A 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
Rule144A 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 Rule144A).
____ 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
Rule144A).
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 Rule144A and understands that the
parties to which this certification is being made 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 Rule144A.
____ ____ 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 Rule144A, 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 Rule144A.
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:______________________________
<PAGE>
EXHIBIT D-2B
------------
FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS
OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES
[Date]
[CERTIFICATE REGISTRAR]
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 (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 Certificate
Principal Balance as of August __, 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 August [___], 1998 (the "Pooling and Servicing Agreement"), among Morgan
Stanley Capital I Inc., as depositor (the "Depositor"), AMRESCO Services L.P.,
as master servicer, Lennar Partners, Inc., 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 you, as Certificate Registrar, that:
1. The 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. The Transferee understands that (a) the Class of Certificates to which
the Transferred Certificates belong has 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 Class of Certificates to
which the Transferred Certificates belong, and (c) no Transferred Certificate
may be resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant any applicable state
securities laws or (ii) sold or transferred in transactions which are exempt
from such registration and qualification and the Certificate Registrar has
received either: (A) a certificate from the Certificateholder desiring to effect
such transfer substantially in the form attached as Exhibit D-1 to the Pooling
and Servicing Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached either as Exhibit D-2A
or as Exhibit D-2B to the Pooling and Servicing Agreement; or (C) an opinion of
counsel satisfactory to the Trustee with respect to the availability of such
exemption from registration under the Securities Act, together with copies of
the written certification(s) from the transferor and/or transferee setting forth
the facts surrounding the transfer upon which such opinion is based.
3. The Transferee understands that it may not sell or otherwise transfer
any Transferred Certificate except in compliance with the provisions of Section
3.3 of the Pooling and Servicing Agreement, which provisions it has carefully
reviewed, and that each Transferred Certificate 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,
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 3.3 OF THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN 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 TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a pledge,
disposition or other transfer of any Transferred Certificate, any interest in
any 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 any Certificate or any other similar security with
any person in any manner, (d) made any general solicitation with respect to any
Certificate, any interest in any 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
any 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 or will it authorize any person
to act, in any manner set forth in the foregoing sentence with respect to any
Transferred Certificate, any interest in any Transferred Certificate 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
Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d)
the nature, performance and servicing of the Mortgage Loans, and (e) 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 Certificate; 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:___________________________
<PAGE>
EXHIBIT D-3A
-----------
FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
INTERESTS IN BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES
[Date]
[TRANSFEROR]
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificate, Series 1998-CF1, Class __ (the "Certificates")
-----------------------------------------------------------------
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance as of August ___, 1998 (the "Closing Date") of $__________.
The Certificates were issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of August [___], 1998, among
Morgan Stanley Capital I Inc., as depositor (the "Depositor"), AMRESCO Services
L.P., as master servicer, Lennar Partners, Inc., as special servicer, LaSalle
National Bank, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor and the Trustee, that:
1. The Transferee is acquiring the Transferred Certificate 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 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
Certificates and (c) no interest in the Certificates may be sold or transferred
unless (i) such Certificates are registered pursuant to the Securities Act and
registered or qualified pursuant to any applicable state securities laws or (ii)
such interest sold or transferred in transactions which are exempt from such
registration and qualification and the Certificate Owner desiring to effect such
transfer has received either (A) a certification from such Certificate Owner's
prospective transferee (substantially in the form attached to the Pooling and
Servicing Agreement) setting forth the facts surrounding the transfer or (B) an
opinion of counsel satisfactory to the Certificate Registrar with respect to the
availability of such exemption, together with copies of the certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.
3. The Transferee understands that it may not sell or otherwise transfer
any portion of its interest in the Transferred Certificate except in compliance
with the provisions of Section 3.3 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificate will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, 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 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
- AND -
NO TRANSFER OF THIS CERTIFICATE TO AN 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, AS AMENDED
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any 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 any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate.
5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
Pooling and Servicing Agreement, and (d) all related matters, that it has
requested.
6. The Transferee is an institutional "accredited investor" as defined in
Rule 501(a) (1), (2), (3) or (7) under the Securities Act 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 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.
Very truly yours,
_________________________________
(Transferee)
By: _____________________________
Name:____________________________
Title:___________________________
<PAGE>
EXHIBIT D-3B
------------
FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN
BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES
[Date]
[TRANSFEROR]
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificate, Series 1998-CF1, Class __ (the "Certificates")
-----------------------------------------------------------------
Dear Sirs:
This letter is delivered to you in connection with the transfer by
_____________ ________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance as of August ___, 1998 (the "Closing Date") of $__________.
The Certificates were issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of August [___], 1998, among
Morgan Stanley Capital I Inc., as depositor (the "Depositor"), AMRESCO Services
L.P., as master servicer, Lennar Partners, Inc., as special servicer, LaSalle
National Bank, as trustee, and ABN AMRO Bank N.V., as fiscal agent. All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor and the Trustee, that:
1. 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
(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 Certificate for its own account or for the account of
a qualified institutional buyer, and understands that such Certificate or any
interest therein may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.
2. The Transferee understands that (a) the Class of Certificates to which
the Transferred Certificate belongs 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 Certificates and (c) no
interest in the Certificates may be sold or transferred unless (i) such
Certificates are registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) such interest
sold or transferred in transactions which are exempt from such registration and
qualification and the Certificate Owner desiring to effect such transfer has
received either (A) a certification from such Certificate Owner's prospective
transferee (substantially in the form attached to the Pooling and Servicing
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel satisfactory to the Certificate Registrar with respect to the
availability of such exemption, together with copies of the certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.
3. The Transferee understands that it may not sell or otherwise transfer
any portion of its interest in the Transferred Certificate except in compliance
with the provisions of Section 3.3 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificate will
bear legends substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR
QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, 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 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.
- AND -
NO TRANSFER OF THIS CERTIFICATE TO AN 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, AS AMENDED
(THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY
OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
4. The Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Transferred
Certificate, that it has requested.
Very truly yours,
_________________________________
(Transferee)
By: _____________________________
Name:____________________________
Title:___________________________
<PAGE>
ANNEX 1 TO EXHIBIT D-3B
-----------------------
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 the Depositor and the Trustee, as
Certificate Registrar, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") 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 Certificate (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
$______________________ 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, as amended.
___ 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 fanalysis rep
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 Certificate in the case of a U.S. bank, and not more than
18 months preceding such date of sale for 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 Certificate in the case of a U.S. savings and loan
association, and not more than 18 months preceding such date of
sale for 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, as amended.
___ 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 Rule144A pursuant to which it qualifies.
Note that registered investment companies should complete Annex2
rather than this Annex1.)
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 acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate 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 Rule144A.
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
Certificate 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.
Very truly yours,
_________________________________
Print Name of Transferee
By: _____________________________
Name:____________________________
Title:___________________________
Date:____________________________
<PAGE>
ANNEX 2 TO EXHIBIT D-3B
-----------------------
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 the Depositor and the Trustee, with
respect to the commercial mortgage pass-through certificate being transferred
(the "Transferred Certificate") 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 Certificate (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in
Rule144A 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
Rule144A 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 Rule144A).
____ 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 Rule144A).
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 Rule144A and understands that the
parties to which this certification is being made 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 Rule144A.
____ ____ 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 Rule144A, 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 Rule144A.
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 Certificate 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:____________________________
<PAGE>
EXHIBIT E-1A
------------
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
FOR TRANSFERS OF REMIC RESIDUAL 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 Morgan Stanley Capital I Inc.,
Mortgage Pass-Through Certificates, Series 1998-CF1, Class [R-I] [R-II] [R-III],
evidencing a ____% Percentage Interest in such Class (the "Residual
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 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 Certificates, and (ii) is acquiring the
Residual 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 possession of the United States. (For
this purpose, a "disqualified organization" means the United States, any state
or political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality, all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income.
3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual 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 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 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 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 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 3.3(e) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(A) of Section 3.3(e)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a Person other than the Transferee and clause (ii)(B) of Section 3.3(e) which
authorizes the Trustee to negotiate a mandatory sale of the Residual
Certificates, in either case, in the event that the Transferee holds such
Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.
9. No purpose of the Transferee relating to its purchase or any sale of the
Residual 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 Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.
11. The Transferee will, in connection with any transfer that it makes of
the Residual Certificates, deliver to the Certificate Registrar a representation
letter substantially in the form of Exhibit E-2 to the Pooling and Servicing
Agreement in which it will represent and warrant, among other things, that it is
not transferring the Residual 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 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 or
trust 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.
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__.
<PAGE>
EXHIBIT E-1B
------------
FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
REMIC RESIDUAL CERTIFICATES
_______________, 19__
LaSalle National Bank, as Trustee
Corporate Trust Office
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Re: Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 1998-CF1 (the "Certificates")
----------------------------------------------------------------
Dear Sirs:
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 Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of August [___], 1998 (the "Pooling
and Servicing Agreement"), among Morgan Stanley Capital I Inc., as Depositor,
AMRESCO Services L.P., as Master Servicer, Lennar Partners, Inc., 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
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
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. The Transferor does not know or believe that any
representation contained therein is false.
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 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:___________________________
<PAGE>
EXHIBIT F
---------
FORM OF REGULATION S CERTIFICATE
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates,
Series 1998-CF1, Class ____ (the "Certificates")
TO: Morgan Guaranty Trust Company
of New York, Brussels Office
Euroclear Operation Center
or
CEDEL, S.A.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Certificates held by you or on your behalf for our
account are beneficially owned by (a) non-U.S. person(s) or (b) U.S. person(s)
who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.
We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Certificates
held by you or on your behalf for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to $__________ of such
beneficial interest in the above Certificates in respect of which we are not
able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.
We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: __________, 199__
By:_________________________________
As, or as agent for, the beneficial
owner(s) of the Certificates to which
this certificate relates.
<PAGE>
EXHIBIT G-1
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Comparative Financial Status Report
<TABLE>
<CAPTION>
Original Underwriting Information
---------------------------------
Last Ending
Property Scheduled Paid Annual Financial
Prospectus Inspection Principal Thru Debt Info as % Total $
Number City State Date Balance Date Service of Date Occ Revenue NOI DSCR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Prior Full Year Operating Information
-------------------------------------
As of Y-E-YYYY Normalized
Financial
Info % Total $
as of Occ Revenue NOI DSCR
Date
<TABLE>
<CAPTION>
Current Annual Operating Information "Actual" YTD Financial Information
------------------------------------ ----------------------------------
As of Y-E-YYYY Normalized Month Reported
Financial FS FS
Info as of % Total $ Start End % Total $
Date Occ Revenue NOI DSCR Date Date Occ Revenue NOI DSCR
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Net Change
Current & Basis
%
% Total
Occ Rev DSCR
Financial Information:
Current Full Year:
Current Full Yr. received with DSC less than 1:
Prior Full Year:
Prior Full Yr. received with DSC less than 1:
Received Required
Loans Balance Balance
# % $ % % $
<PAGE>
EXHIBIT G-2
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Delinquent Loan Status Report
<TABLE>
<CAPTION>
Ending
Prospectus Borrower Property Sq Ft or Paid to Scheduled
ID Name Type City State Units Date Balance
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Total O/S
P&I Total O/S
Advances to Expenses to
Date Date
<TABLE>
<CAPTION>
Other
Advances Current Current LTM
(Taxes & Total Monthly Interest Mat. NOI
Insurance) Exposure P&I Rate Date Date LTM NOI
<S> <C> <C> <C> <C> <C>
</TABLE>
LTM Cap Rate
DSCR Assigned
<PAGE>
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Delinquent Loan Status Report
<TABLE>
<CAPTION>
Value Using Valuation/ Appraisal, Loss Using
Prospectus Borrower Property NOI & Cap Appraisal BPO, or 92% Appraisal
ID Name Type City State Rate Date Internal Value or BPO
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Total Appraisal Expected
Estimated Reduction Transfer Resolution FCL Start FCL Sale Workout
Recovery % Realized Date Date Date Date Strategy Comments
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
EXHIBIT G-3
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Historical Loan Modification Report
<TABLE>
<CAPTION>
Balance
when Balance at
Modification Modification sent to the
Prospectus City State or Effective Special Effective Old Rate New Rate # of Months
ID Ext Flag Date Servicer Date
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Old P&I New P&I Old
Maturity
<PAGE>
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Historical Loan Modification Report
<TABLE>
<CAPTION>
Estimated
New Months for Mod Realized Loss Interest Loss to
Prospectus ID City Maturity Change to Trust Trust Comments
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
EXHIBIT G-4
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Historical Loss Estimate Report (Reo-Sold or Discounted Payoff)
<TABLE>
<CAPTION>
Latest
Appraisal
Prospectus Borrower Property % Rec or Effective
ID Name Type City State from Brokers Date of Sales
Sale Opinion Sale Price
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Net Amount Scheduled Total P&I Total Servicing
Received Balance Paid Expenses Fees
from (As of (Advances) (Outstanding) Expense
Sale Resolution)
<PAGE>
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Historical Loss Estimate Report (Reo-Sold or Discounted Payoff)
<TABLE>
<CAPTION>
Date Loss
Prospectus Property Actual Losses Passed Minor Adj to
ID Borrower Type City Net Proceeds Passed Through Trust
Name Through
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Date
Minor Adj Loss % of
Passed Total Loss Scheduled
Through with Balance
Adjustment
<PAGE>
EXHIBIT G-5
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Reo Status Report
<TABLE>
<CAPTION>
Paid Ending
Prospectus Borrower Property Sq Ft or thru Scheduled
ID Name Type City State Units Date Balance
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Total P&I Total
Advances to Expenses to
Date Date
<TABLE>
<CAPTION>
Other
Advances LTM
(Taxes & Current Maturity NOI LTM
Insurance) Total Exposure Monthly P&I Date Date LTM NOI DSCR
<S> <C> <C> <C> <C> <C>
</TABLE>
Valuation/
Cap Rate Appraisal
Assigned Date
<PAGE>
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Reo Status Report
<TABLE>
<CAPTION>
Total Special
Value Appraisal/ Loss Using Appraisal Servicing
Prospectus Borrower Property using BPO or 92% Estimated Reduction Transfer
ID Name Type City NOI & Cap Internal Appraisal Recovery % Realized Date
Rate Value or BPO
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
REO Pending
Acquisition Resolution
Date Date Comments
<PAGE>
EXHIBIT G-6
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
Servicer Watch List
<TABLE>
<CAPTION>
Ending
Prospectus Borrower Property Scheduled Paid thru
ID Name Type City State Balance Date
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
Maturity Comment/Reason
Date LTM DSCR on Watch List
<PAGE>
EXHIBIT G-7
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
OPERATING STATEMENT ANALYSIS REPORT
As of
<TABLE>
<CAPTION>
PROPERTY OVERVIEW:
<S> <C> <C> <C> <C> <C> <C>
Prospectus Number
Sched Balance/Paid to Date
Property Name
Property Type
Property Address
City, State
Net Rentable Square Feet
Year Built/Renovated
Year of Operations Underwriting 1995 1996 1997 1998 YTD
Occupancy Rate
Average Rental Rate
INCOME:
No. of Months Annualized # of months
Period Ended Underwriting 1995 1996 1997 1998 YTD 1997-Base 1997-1996
Statement Classification Basis Normalized Normalized Normalized Variance Variance
Rental Income - Category 1
Rental Income - Category 2
Rental Income - Category 3
Pass Through/Escalations
Other Income
Effective Gross Income
OPERATING EXPENSES:
Real Estate Taxes
Property insurance
Utilities
General and Administration
Repairs and Maintenance
Management Fees
Payroll and Benefits
Advertising and Marketing
Professional Fees
Other Expenses
Ground Rent
Total Operating Expenses
Operating Expense Ratio
Net Operating Income
Leasing Commissions
Tenant Improvements
Replacement Reserves
Other Capital Expense
Total Capital Items
NOI after Capital Items
Debt Service (per servicer)
Cash Flow after Debt Service
DSCR (NOI/Debt Service)
DSCR (after reserves\cap exp)
Source of Financial Data :
Income Comments :
Expense Comments :
Capital Items Comments :
</TABLE>
<PAGE>
EXHIBIT G-8
-----------
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-CF1
NOI ADJUSTMENT WORKSHEET
AS OF MM/DD/YY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPERTY OVERVIEW:
Prospectus Number
Sched Balance/Paid to Date
Property Name
Property Type
Property Address
City, State
Net Rentable Square Feet
Year Built/Renovated
Year of Operations Borrower Adjustment Normalized
Occupancy Rate
Average Rental Rate
INCOME:
No. of Months Annualized # of months
Period Ended Underwriting 1998 YTD
Statement Classification Basis Normalized
Rental Income - Category 1
Rental Income - Category 2
Rental Income - Category 3
Pass Through/Escalations
Other Income
Effective Gross Income
OPERATING EXPENSES:
Real Estate Taxes
Property insurance
Utilities
General and Administration
Repairs and Maintenance
Management Fees
Payroll and Benefits
Advertising and Marketing
Professional Fees
Other Expenses
Ground Rent
Total Operating Expenses
Operating Expense Ratio
Net Operating Income
Leasing Commissions
Tenant Improvements
Replacement Reserves
Other Capital Expense
Total Capital Items
NOI after Capital Items
Debt Service (per servicer)
Cash Flow after Debt Service
DSCR (NOI/Debt Service)
DSCR (after reserves\cap exp)
Source of Financial Data :
Income Comments :
Expense Comments :
Capital Items Comments :
</TABLE>
<PAGE>
EXHIBIT G-9
-----------
Commercial Real Estate Secondary Market Securitization Association
CSSA Set-Up Data Record Layout
(Data Record Layout)
Field
Field Name Number Type Format
- ---------- ------ ---- ------
Transaction Id 1 AN XXX97001
Group Id 2 AN XXX9701A
Loan Id 3 AN 00000000012345
Offering Document Loan Id 4 AN 123
Original Note Amount 5 Numeric 1000000.00
Original Term Of Loan 6 Numeric 240
Original Amortization Term 7 Numeric 360
Original Note Rate 8 Numeric 0.095
Original Payment Rate 9 Numeric 0.095
First Loan Payment Due Date 10 AN YYYYMMDD
Grace Days Allowed 11 Numeric 10
Interest Only (Y/N) 12 AN Y
Balloon (Y/N) 13 AN Y
Interest Rate Type 14 Numeric 1
Interest Accrual Method Code 15 Numeric 1
Interest in Arrears (Y/N) 16 AN Y
Payment Type Code 17 Numeric 1
Prepayment Lock-out End Date 18 AN YYYYMMDD
Yield Maintenance End Date 19 AN YYYYMMDD
Prepayment Premium End Date 20 AN YYYYMMDD
Prepayment Terms Description 21 AN Text
ARM Index Code 22 AN A
First Rate Adjustment Date 23 AN YYYYMMDD
First Payment Adjustment Date 24 AN YYYYMMDD
ARM Margin 25 Numeric 0.025
Lifetime Rate Cap 26 Numeric 0.15
Lifetime Rate Floor 27 Numeric 0.05
Periodic Rate Increase Limit 28 Numeric 0.02
Periodic Rate Decrease Limit 29 Numeric 0.02
Periodic Payment Adjustment Max-% 30 Numeric 0.03
Periodic Payment Adjustment Max-$ 31 Numeric 5000.00
Payment Frequency 32 Numeric 1
Rate Reset Frequency In Months 33 Numeric 1
Payment Reset Frequency In Months 34 Numeric 1
Rounding Code 35 Numeric 1
Rounding Increment 36 Numeric 0.00125
Index Look Back In Days 37 Numeric 45
Negative Amortization Allowed (Y/N) 38 AN Y
Max Negam Allowed (% Of Orig Balance) 39 Numeric 0.075
Maximum Negam Allowed ($) 40 Numeric 25000.00
Remaining Term At Securitization 41 Numeric 240
Remaining Amortized Term At Securitization 42 Numeric 360
Maturity Date At Securitization 43 AN YYYYMMDD
Scheduled Principal Balance At Securitization 44 Numeric 1000000.00
Note Rate At Securitization 45 Numeric 0.095
Servicer And Trustee Fee Rate 46 Numeric 0.00025
Fee Rate / Strip Rate 1 47 Numeric 0.00001
Fee Rate / Strip Rate 2 48 Numeric 0.00001
Fee Rate / Strip Rate 3 49 Numeric 0.00001
Fee Rate / Strip Rate 4 50 Numeric 0.00001
Fee Rate / Strip Rate 5 51 Numeric 0.00001
Net Rate At Securitization 52 Numeric 0.00001
Periodic P&I Payment At Securitization 53 Numeric 3000.00
# Of Properties 54 Numeric 13
Property Name 55 AN Text
Property Address 56 AN Text
Property City 57 AN Text
Property State 58 AN Text
Property Zip Code 59 AN Text
Property County 60 AN Text
Property Type Code 61 AN MF
Net Square Feet At Securitization 62 Numeric 25000
# Of Units/Beds/Rooms At Securitization 63 Numeric 75
Year Built 64 AN 1990
NOI At Securitization 65 Numeric 100000.00
DSCR At Securitization 66 Numeric 2.11
Appraisal Value At Securitization 67 Numeric 1000000.00
Appraisal Date At Securitization 68 AN YYYYMMDD
Physical Occupancy At Securitization 69 Numeric 0.88
Revenue At Securitization 70 Numeric 100000.00
Operating Expenses At Securitization 71 Numeric 100000.00
Securitization Financials As Of Date 72 AN YYYYMMDD
Recourse (Y/N) 73 AN Y
Ground Lease (Y/N) 74 AN Y
Cross-Collateralized Loan Grouping 75 Numeric 9(3)
Collection Of Escrows (Y/N) 76 AN Y
Collection Of Other Reserves (Y/N) 77 AN Y
Lien Position At Securitization 78 Numeric 1
<PAGE>
<TABLE>
<CAPTION>
Field Name Description
<S> <C>
Transaction Id Unique Issue Identification Mnemonic
Group Id Unique Indentification Number Assigned To Each Loan Group Within An Issue
Loan Id Unique Indentification Number Assigned To Each Collateral Item In A Pool
Offering Document Loan Id Unique Indentification Number Assigned To Each Collateral Item In The Prospectus
Original Note Amount The Mortgage Loan Balance At Inception Of The Note
Original Term Of Loan Original Number Of Months Until Maturity Of Loan
Original Amortization Term Original Number Of Months Loan Amortized Over
Original Note Rate The Note Rate At Inception Of The Note
Original Payment Rate Original Rate Payment Calculated On
First Loan Payment Due Date First Payment Date On The Mortgage Loan
Grace Days Allowed Number Of Days From Due Date Borrower Is Permitted To Remit Payment
Interest Only (Y/N) Y=Yes, N=No
Balloon (Y/N) Y=Yes, N=No
Interest Rate Type 1=Fixed, 2=Arm, 3=Step, 9=Other
Interest Accrual Method Code 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) Y=Yes, N=No
Payment Type Code See Payment Type Code Legend
Prepayment Lock-out End Date Date After Which Loan Can Be Prepaid
Yield Maintenance End Date Date After Which Loan Can Be Prepaid Without Yield Maintenance
Prepayment Premium End Date Date After Which Loan Can Be Prepaid Without Penalty
Prepayment Terms Description Description Of Prepayment Terms (Not To Exceed 50 Characters)
ARM Index Code See Arm Index Code Legend
First Rate Adjustment Date Date Note Rate Originally Changed
First Payment Adjustment Date Date Payment Originally Changed
ARM Margin Rate Added To Index Used In The Determination Of The Gross Interest Rate
Lifetime Rate Cap Maximum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
Lifetime Rate Floor Minimum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
Periodic Rate Increase Limit Maximum Periodic Increase To The Note Rate Allowed Per The Loan Agreement
Periodic Rate Decrease Limit Minimum Periodic Increase To The Note Rate Allowed Per The Loan Agreement
Periodic Payment Adjustment Max-% Maximum Periodic Percentage Increase To The Borrowers P&I Payment Allowed Per
The Loan Agreement
Periodic Payment Adjustment Max-$ Maximum Periodic Dollar Increase To The Borrowers P&I Payment Allowed Per
The Loan Agreement
Payment Frequency 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Rate Reset Frequency In Months 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Payment Reset Frequency In Months 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Rounding Code Rounding Method For Sum Of Index Plus Margin (See Rounding Code Legend)
Rounding Increment Used In Conjunction With Rounding Code
Index Look Back In Days Use Index In Effect X Days Prior To Adjustment Date
Negative Amortization Allowed (Y/N) Y=Yes, N=No
Max Negam Allowed (% Of Orig Balance) Maximum Lifetime Percentage Increase To The Original Balance Allowed
Per The Loan Agreement
Maximum Negam Allowed ($) Maximum Lifetime Dollar Increase To The Original Balance Allowed
Per The Loan Agreement
Remaining Term At Securitization Remaining Number Of Months Until Maturity Of Loan At Cutoff
Remaining Amortized Term At Securitization Remaining Number Of Months Loan Amortized Over At Cutoff
Maturity Date At Securitization The Scheduled Maturity Date Of The Mortgage Loan At Securitization
Scheduled Principal Balance At Securitization The Scheduled Principal Balance Of The Mortgage Loan At Securitization
Note Rate At Securitization Cutoff Annualized Gross Interest Rate Applicable To The Calculation Of
Scheduled Interest
Servicer And Trustee Fee Rate Cutoff Annualized Fee Paid To The Servicer And Trustee
Fee Rate / Strip Rate 1 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate / Strip Rate 2 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate / Strip Rate 3 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate / Strip Rate 4 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate / Strip Rate 5 Cutoff Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Net Rate At Securitization Cutoff Annualized Interest Rate Applicable To The Calculation Of
Remittance Interest
Periodic P&I Payment At Securitization The Periodic Scheduled Principal & Interest Payment
# Of Properties The Number Of Properties Underlying The Mortgage Loan
Property Name If Number Of Properties Is Greater Than 1 Then "Various"
Property Address If Number Of Properties Is Greater Than 1 Then "Various"
Property City If Number Of Properties Is Greater Than 1 Then "Various"
Property State If Number Of Properties Is Greater Than 1 Then "Various"
Property Zip Code If Number Of Properties Is Greater Than 1 Then "Various"
Property County If Number Of Properties Is Greater Than 1 Then "Various"
Property Type Code If Number Of Properties Is Greater Than 1 Then "Various" (See Property Type
Code Legend)
Net Square Feet At Securitization If Number Of Properties Is Greater Than 1 Then "Various"
# Of Units/Beds/Rooms At Securitization If Number Of Properties Is Greater Than 1 Then "Various"
Year Built If Number Of Properties Is Greater Than 1 Then "Various"
NOI At Securitization Net Operating Income At Securitization
DSCR At Securitization DSCR At Securitization
Appraisal Value At Securitization Appraisal Value At Securitization
Appraisal Date At Securitization Appraisal Date At Securitization
Physical Occupancy At Securitization Physical Occupancy At Securitization
Revenue At Securitization Revenue At Securitization
Operating Expenses At Securitization Expenses At Securitization
Securitization Financials As Of Date Securitization Financials As Of Date
Recourse (Y/N) Y=Yes, N=No
Ground Lease (Y/N) Y=Yes, N=No
Cross-Collateralized Loan Grouping All Loans With The Same Numeric Value Are Crossed
Collection Of Escrows (Y/N) Y=Yes, N=No
Collection Of Other Reserves (Y/N) Y=Yes, N=No
Lien Position At Securitization 1=First, 2=Second...
</TABLE>
<PAGE>
EXHIBIT G-10
------------
<PAGE>
Commercial Real Estate Secondary Market Securitization Association
CSSA Set-Up Data Record Layout
(Data Record Layout)
<TABLE>
<CAPTION>
Field Name Field Number Type Format
<S> <C> <C> <C>
Transaction Id (pool ID) 1 AN XXX97001
Group Id (subgroup within a pool) 2 AN XXX9701A
Loan Id (loan number) 3 AN 00000000012345
Prospectus Id 4 AN 123
Distribution Date 5 AN YYYYMMDD
Current Beginning Scheduled Balance 6 Numeric 100000.00
Current Ending Scheduled Balance 7 Numeric 100000.00
Paid To Date 8 AN YYYYMMDD
Current Index Rate 9 Numeric 0.09
Current Note Rate 10 Numeric 0.09
Maturity Date 11 AN YYYYMMDD
Servicer and Trustee Fee Rate 12 Numeric 0.00025
Fee Rate/Strip Rate 1 13 Numeric 0.00001
Fee Rate/Strip Rate 2 14 Numeric 0.00001
Fee Rate/Strip Rate 3 15 Numeric 0.00001
Fee Rate/Strip Rate 4 16 Numeric 0.00001
Fee Rate/Strip Rate 5 17 Numeric 0.00001
Net Pass-Through Rate 18 Numeric #VALUE!
Next Index Rate 19 Numeric 0.09
Next Note Rate 20 Numeric 0.09
Next Rate Adjustment Date 21 AN YYYYMMDD
Next Payment Adjustment Date 22 AN YYYYMMDD
Scheduled Interest Amount 23 Numeric 1000.00
Scheduled Principal Amount 24 Numeric 1000.00
Total Scheduled P&I Due 25 Numeric 1000.00
Neg am/Deferred Interest Amount 26 Numeric 1000.00
Unscheduled Principal Collections 27 Numeric 1000.00
Other Principal Adjustments 28 Numeric 1000.00
Liquidation/Prepayment Date 29 AN YYYYMMDD
Prepayment Penalty/Yield Maint Received 30 Numeric 1000.00
Prepayment Interest Excess (Shortfall) 31 Numeric 1000.00
Liquidation/Prepayment Code 32 Numeric 1
Most Recent ASER $ 33 Numeric 1000.00
Most Recent ASER Date 34 AN YYYYMMDD
Cumulative ASER $ 35 Numeric 1000.00
Actual Balance 36 Numeric 100000.00
Total P&I Advance Outstanding 37 Numeric 1000.00
Total T&I Advance Outstanding 38 Numeric 1000.00
Other Expense Advance Outstanding 39 Numeric 1000.00
Status of Loan 40 AN 1
In Bankruptcy 41 AN Y
Foreclosure Date 42 AN YYYYMMDD
REO Date 43 AN YYYYMMDD
Bankruptcy Date 44 AN YYYYMMDD
Net Proceeds Received on Liquidation 45 Numeric 100000.00
Liquidation Expense 46 Numeric 100000.00
Realized Loss to Trust 47 Numeric 10000.00
Date of Last Modification 48 AN YYYYMMDD
Modification Code 49 Numeric 1
Modified Note Rate 50 Numeric 0.09
Modified Payment Rate 51 Numeric 0.09
Preceding Fiscal Year Revenue 52 Numeric 1000.00
Preceding Fiscal Year Expenses 53 Numeric 1000.00
Preceding Fiscal Year NOI 54 Numeric 1000.00
Preceding Fiscal Year Debt Service Amt. 55 Numeric 1000.00
Preceding Fiscal Year DSCR 56 Numeric 2.55
Preceding Fiscal Year Physical Occupancy 57 Numeric 0.85
Preceding FY Financial As of Date 58 AN YYYYMMDD
Second Preceding FY Revenue 59 Numeric 1000.00
Second Preceding FY Expenses 60 Numeric 1000.00
Second Preceding FY NOI 61 Numeric 1000.00
Second Preceding FY Debt Service 62 Numeric 1000.00
Second Preceding FY DSCR 63 Numeric 2.55
Sec Preceding FY Physical Occupancy 64 Numeric 0.85
Sec Preceding FY Financial As of Date 65 AN YYYYMMDD
Most Recent Fiscal YTD Revenue 66 Numeric 1000.00
Most Recent Fiscal YTD Expenses 67 Numeric 1000.00
Most Recent Fiscal YTD NOI 68 Numeric 1000.00
Most Recent Fiscal YTD Debt Service 69 Numeric 1000.00
Most Recent Fiscal YTD DSCR 70 Numeric 2.55
Most Recent Fiscal YTD Phys. Occ. 71 Numeric 0.85
Most Recent Fiscal YTD Start Date 72 AN YYYYMMDD
Most Recent Fiscal YTD End Date 73 AN YYYYMMDD
Most Recent Appraisal Date 74 AN YYYYMMDD
Most Recent Appraisal Value 75 Numeric 100000.00
Workout Strategy Code 76 Numeric 1
Most Recent Spec Service Transfer Date 77 AN YYYYMMDD
Most Recent Master Service Return Date 78 AN YYYYMMDD
Date Asset is Expected to Be Resolved 79 AN YYYYMMDD
Year Last Renovated 80 AN 1997
</TABLE>
<PAGE>
EXHIBIT G-11
------------
<PAGE>
<TABLE>
<CAPTION>
Field Name Description
<S> <C>
Transaction Id (pool ID) Unique Issue Identification Mnemonic
Group Id (subgroup within a pool) Unique Identification Number Assigned To Each Loan Group Within An Issue
Loan Id (loan number) Unique Identification Number Assigned To Each Collateral Item In A Pool
Prospectus Id Unique Identification Number Assigned To Each Collateral Item In The Prospectus
Distribution Date Date Payments Made To Certificateholders
Current Beginning Scheduled Balance Outstanding Scheduled Principal Balance At The Beginning Of The Current Period
Current Ending Scheduled Balance Outstanding Scheduled Principal Balance At The End Of The Current Period
Paid To Date Due Date Of The Last Interest Payment Received
Current Index Rate Index Rate Used In The Determination Of The Current Period Gross Interest Rate
Current Note Rate Annualized Gross Rate Applicable To The Calculation Of The Current Period
Scheduled Interest
Maturity Date Date Collateral Is Scheduled To Make Its Final Payment
Servicer and Trustee Fee Rate Annualized Fee Paid To The Servicer And Trustee
Fee Rate/Strip Rate 1 Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate/Strip Rate 2 Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate/Strip Rate 3 Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate/Strip Rate 4 Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Fee Rate/Strip Rate 5 Annualized Fee/Strip Netted Against Current Note Rate To Determine Net
Pass-Through Rate
Net Pass-Through Rate Annualized Interest Rate Applicable To The Calculation Of The Current Period
Remittance Interest
Next Index Rate Index Rate Used In The Determination Of The Next Period Gross Interest Rate
Next Note Rate Annualized Gross Interest Rate Applicable To The Calculation Of The Next Period
Scheduled Interest
Next Rate Adjustment Date Date Note Rate Is Next Scheduled To Change
Next Payment Adjustment Date Date Scheduled P&I Amount Is Next Scheduled To Change
Scheduled Interest Amount Scheduled Gross Interest Payment Due For The Current Period
Scheduled Principal Amount Scheduled Principal Payment Due For The Current Period
Total Scheduled P&I Due Scheduled Principal And Interest Payment Due For The Current Period
Neg am/Deferred Interest Amount Negative Amortization/Deferred Interest Amount Due For The Current Period
Unscheduled Principal Collections Unscheduled Payments Of Principal Received During The Related Collection Period
Other Principal Adjustments Unscheduled Principal Adjustments For The Related Collection Period
Liquidation/Prepayment Date Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yield Maint Received Additional Payment Required From Borrower Due To Prepayment Of Loan Prior
To Maturity
Prepayment Interest Excess (Shortfall) Scheduled Gross Interest Applicable To The Prepayment Amount
Liquidation/Prepayment Code See Liquidation/Prepayment Codes Legend
Most Recent ASER $ Excess Of The Principal Balance Over The Defined Appraisal Percentage
Most Recent ASER Date Date ASER Amount Applied To Loan
Cumulative ASER $ Cumulative ASER Amount
Actual Balance Outstanding Actual Principal Balance At the End of The Current Period
Total P&I Advance Outstanding Outstanding P&I Advances At The End Of The Current Period
Total T&I Advance Outstanding Outstanding Taxes & Insurance Advances At The End Of The Current Period
Other Expense Advance Outstanding Other Outstanding Advances At The End Of The Current Period
Status of Loan See Status Of Loan Legend
In Bankruptcy Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else "N")
Foreclosure Date Date Of Foreclosure
REO Date Date Of REO
Bankruptcy Date Date of Bankruptcy
Net Proceeds Received on Liquidation Net Proceeds Received On Liquidation To Be Remitted To The Trust Per
The Trust Documentation
Liquidation Expense Expenses Associated With The Liquidation To Be Netted From The Trust Per
The Trust Documentation
Realized Loss to Trust Liquidation Balance Less Net Liquidation Proceeds Received
Date of Last Modification Date Loan Was Modified
Modification Code See Modification Codes Legend
Modified Note Rate Note Rate Loan Modified To
Modified Payment Rate Payment Rate Loan Modified To
Preceding Fiscal Year Revenue Preceding Fiscal Year Revenue
Preceding Fiscal Year Expenses Preceding Fiscal Year Expenses
Preceding Fiscal Year NOI Preceding Fiscal Year Net Operating Income
Preceding Fiscal Year Debt Service Amt. Preceding Fiscal Year Debt Service Amount
Preceding Fiscal Year DSCR Preceding Fiscal Year Debt Service Coverage Ratio
Preceding Fiscal Year Physical Occupancy Preceding Fiscal Year Physical Occupancy
Preceding FY Financial As of Date Preceding Fiscal Year Financial As Of Date
Second Preceding FY Revenue Second Preceding Fiscal Year Revenue
Second Preceding FY Expenses Second Preceding Fiscal Year Expenses
Second Preceding FY NOI Second Preceding Fiscal Year Net Operating Income
Second Preceding FY Debt Service Second Preceding Fiscal Year Debt Service
Second Preceding FY DSCR Second Preceding Fiscal Year Debt Service Coverage Ratio
Sec Preceding FY Physical Occupancy Second Preceding Fiscal Year Physical Occupancy
Sec Preceding FY Financial As of Date Second Preceding Fiscal Year Financial As Of Date
Most Recent Fiscal YTD Revenue Most Recent Fiscal Year To Date Revenue
Most Recent Fiscal YTD Expenses Most Recent Fiscal Year To Date Expenses
Most Recent Fiscal YTD NOI Most Recent Fiscal Year To Date Net Operating Income
Most Recent Fiscal YTD Debt Service Most Recent Fiscal Year To Date Debt Service
Most Recent Fiscal YTD DSCR Most Recent Fiscal Year To Date Debt Service Coverage Ratio
Most Recent Fiscal YTD Phys. Occ. Most Recent Fiscal Year To Date Physical Occupancy
Most Recent Fiscal YTD Start Date Most Recent Fiscal Year To Date Start Date
Most Recent Fiscal YTD End Date Most Recent Fiscal Year To Date End Date
Most Recent Appraisal Date The Date Of The Latest Available Appraisal For The Property
Most Recent Appraisal Value The Latest Available Appraisal Value For The Property
Workout Strategy Code See Workout Strategy Codes Legend
Most Recent Spec Service Transfer Date Date Transferred To The Special Servicer
Most Recent Master Service Return Date Date Returned To The Master Servicer
Date Asset is Expected to Be Resolved Date Asset Is Expected To Be Resolved
Year Last Renovated Year Property Last Renovated
</TABLE>
<PAGE>
Field
Field Name Number Type Format
- ---------- ------ ---- ------
Transaction Id 1 AN XXX97001
Loan Id 2 AN 00000000012345
Prospectus Loan ID 3 AN 123
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 Text
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/N) 22 AN N
Other Escrow / Reserve Balances 23 Numeric 25000
Most Recent Appraisal Date 24 AN YYYYMMDD
Most Recent Appraised Value 25 Numeric 10000000
Date Asset is Expected to Be Resolved 26 AN YYYYMMDD
Foreclosure Date 27 AN YYYYMMDD
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 (Tenant Name) 37 AN Text
Square Feet of Largest Tenant 38 Numeric 15000
2nd Largest Tenant (Tenant Name) 39 AN Text
Square Feet of 2nd Largest Tenant 40 Numeric 15000.000
3rd Largest Tenant (Tenant Name) 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 1000000.00
Operating Expenses At Securitization 46 Numeric 1000000.00
NOI At Securitization 47 Numeric 1000000.00
DSCR At Securitization 48 Numeric 1.5
Appraisal Value At Securitization 49 Numeric 1000000.00
Appraisal Date At Securitization 50 AN YYYYMMDD
Physical Occupancy At Securitization 51 Numeric
Date of Last Inspection 52 AN YYYYMMDD
Preceding FY Financial As of Date 53 AN YYYYMMDD
Preceding Fiscal Year Revenue 54 Numeric 1000000.00
Preceding Fiscal Year Expenses 55 Numeric 1000000.00
Preceding Fiscal Year NOI 56 Numeric 1000000.00
Preceding Fiscal Year Debt Service Amt 57 Numeric 1000000.00
Preceding Fiscal Year DSCR 58 Numeric 1.3
Preceding Fiscal Year Physical Occupancy 59 Numeric 0.9
Sec Preceding FY Financial As of Date 60 AN YYYYMMDD
Second Preceding FY Revenue 61 Numeric 1000000.00
Second Preceding FY Expenses 62 Numeric 1000000.00
Second Preceding FY NOI 63 Numeric 1000000.00
Second Preceding FY Debt Service 64 Numeric 1000000.00
Second Preceding FY DSCR 65 Numeric 1.3
Second Preceding FY Physical Occupancy 66 Numeric 0.90
<PAGE>
<TABLE>
<CAPTION>
Field Name Description
- ---------- -----------
<S> <C>
Transaction Id Unique Issue Identification Mnemonic
Loan Id Unique Indentification Number Assigned To Each Collateral Item In A Pool
Prospectus Loan ID Unique Indentification Number Assigned To Each Collateral Item In
The Prospectus
Property ID Should contain Prospectus ID and property identifier, e.g., 1001-001,
1000-002
Distribution Date
Cross-Collateralized Loan Grouping All Loans With The Same Numeric Value Are Crossed
Property Name
Property Address
Property City
Property State
Property Zip Code
Property County
Property Type Code
Year Built
Year Last Renovated
Net Square Feet At Securitization RT, IN, WH, OF, MU, SS, OT - SF
# Of Units/Beds/Rooms At Securitization MF, MHP, LO, HC - Units
Property Status 1=FCL, 2-REO, 3=Defeased, 4=partial Releases, 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
Ground Lease (Y/N) Either Y=Yes, S=Subordinate, N=No ground lease
Other Escrow / Reserve Balances
Most Recent Appraisal Date
Most Recent Appraised Value
Date Asset is Expected to Be Resolved Could be different dates for different properties if foreclosing
Foreclosure Date
REO Date
Occupancy % Map to Most Recent Fiscal YTD Physical Occupancy in CSSA, multiply times
Current Allocated %
Occupancy Date
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 (Tenant Name) For Office, WH, Retail, Industrial, *Only if disclosed in the offering
document
Square Feet of Largest Tenant
2nd Largest Tenant (Tenant Name) For Office, WH, Retail, Industrial, *Only if disclosed in the offering
document
Square Feet of 2nd Largest Tenant
3rd Largest Tenant (Tenant Name)
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
Revenue At Securitization
Operating Expenses At Securitization
NOI At Securitization
DSCR At Securitization Multiply times the Allocated % at Securitization
Appraisal Value At Securitization
Appraisal Date At Securitization
Physical Occupancy At Securitization Multiply times the Allocated % at Securitization
Date of Last Inspection
Preceding FY Financial As of Date
Preceding Fiscal Year Revenue
Preceding Fiscal Year Expenses
Preceding Fiscal Year NOI
Preceding Fiscal Year Debt Service Amt
Preceding Fiscal Year DSCR Multiply times the Allocated % at Securitization
Preceding Fiscal Year Physical Occupancy Multiply times the Allocated % at Securitization
Sec Preceding FY Financial As of Date
Second Preceding FY Revenue
Second Preceding FY Expenses
Second Preceding FY NOI
Second Preceding FY Debt Service
Second Preceding FY DSCR
Second Preceding FY Physical Occupancy
</TABLE>
<PAGE>
EXHIBIT H
---------
FORM OF EXCHANGE CERTIFICATION
__________ __, 199__
TO: The Depository Trust Company
CEDEL BANK, S. A. or
Morgan Guaranty Trust Company
of New York
Brussels Office
Euroclear Operation Center
AMRESCO Services L.P.
235 PeachTree Street N.E.
Suite 900
Atlanta, GA 30303
LaSalle National Bank, as Trustee
Attn: Asset-Backed Securities
Trust Services Group
This is to notify you as to the transfer of the beneficial interest in
$_______________ of Morgan Stanley Capital I Inc. Commercial Mortgage
Pass-Through Certificates, Series 1998-CF1, Class __ (the "Certificates").
The undersigned is the owner of a beneficial interest in the Class __ [Rule
144A-IAI Global Certificate] [Regulation S Global Certificate] and requests that
on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account #__________, with
respect to $__________ principal denomination of the Class __ [Rule 144A-IAI
Global Certificate] [Regulation S Global Certificate] and (ii) [DTC] [Euroclear]
[CEDEL] credit the beneficial interest of the below-named purchaser, account
#__________, in the Class __ [Rule 144A-IAI Global Certificate] [Regulation S
Global Certificate] in the same principal denomination as follows:
Name:
Address:
Taxpayer I.D. No.:
The undersigned hereby represents that this transfer is being made in
accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the
Securities Act provided by Rule 144A and, if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary or
agent, each such account is a qualified institutional buyer or an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act][an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act and
in accordance with any applicable securities laws of any state of the United
States and, if the purchaser has purchased the Certificates for one or more
accounts for which it is acting as fiduciary or agent, each such account is a
qualified institutional buyer or an institutional "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act]
and that the purchaser is acquiring beneficial interests in the applicable
Certificate1 for its own account or for one or more institutional accounts for
which it is acting as fiduciary or agent in a minimum amount equivalent to not
less than U.S. $100,000 and integral multiples of U.S. $1 in excess thereof for
each such account.
Very truly yours,
[NAME OF HOLDER OF CERTIFICATE]
By:________________________________
[Name], [Chief Financial
or other Executive Officer]
- --------
1 [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING
REPRESENTATION MUST BE PROVIDED TO THE TRUSTEE UPON ANY TRANSFER OF CERTIFICATES
IF THE CERTIFICATES ARE NO LONGER HELD IN GLOBAL FORM.]
<PAGE>
EXHIBIT I
---------
FORM OF EUROCLEAR OR CEDEL CERTIFICATE
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates,
Series 1998-CF1, Class ______ (the "Certificates")
TO: LaSalle National Bank, as Trustee
Attn: Asset-Backed Securities
Trust Services Group
This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the principal
amount of the Certificates set forth below (our "Member Organizations")
substantially to the effect set forth in the Pooling and Servicing Agreement
dated as of [August ___, 1998] (the "Pooling and Servicing Agreement") among
you, ABN AMRO Bank N.V., Lennar Partners, Inc. and AMRESCO Services L.P., U.S.
$__________ principal amount of the above-captioned Certificates held by us or
on our behalf are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions that did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act.
We further certify that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.
[On Release Date: We hereby acknowledge that no portion of the Class __
Regulation S Temporary Global Certificate shall be exchanged for an interest in
the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]
[Upon any payments under the Regulation S Temporary Global Certificate: We
hereby agree to hold (and return to the Trustee upon request) any payments
received by us on the Class __ Regulation S Temporary Global Certificate (as
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]
We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated:
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, Brussels office,
as operator of the Euroclear System]
or
[CEDEL BANK, S.A.]
By:_______________________________________
<PAGE>
EXHIBIT J
---------
FORM OF CERTIFICATE ACCOUNT WIRE TRANSFER AGREEMENT
[RESERVED]
<PAGE>
EXHIBIT K
---------
FORM OF PROOF OF CERTIFICATEHOLDER STATUS LETTER
[Date]
LaSalle National Bank, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services Group
Re: Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 1998-CF1
--------------------------------------------------
The following information is being provided to the Trustee under that
certain Pooling and Servicing Agreement dated as of [August ___, 1998] among
LaSalle National Bank, as Trustee, Morgan Stanley Capital I Inc., as Depositor,
AMRESCO Services L.P., as Master Servicer, Lennar Partners, Inc., as Special
Servicer, and ABN AMRO Bank N.V., as Fiscal Agent (the "Pooling and Servicing
Agreement"). The information is being provided to the Trustee for the purpose of
providing the Trustee with proof of the status of the below-described person as
a Certificateholder (a "Certificateholder") of the Pooling and Servicing
Agreement as of the date hereof.
Name of Certificateholder:
Address of Certificateholder:
Aggregate Certificate Balance of Class [ ] Certificate being held:
Certificateholder's taxpayer identification number:
By:_______________________________
Name:_____________________________
Title:____________________________
<PAGE>
EXHIBIT L
---------
FORM OF INSPECTION REPORT
<
<TABLE>
<CAPTION>
COMMERCIAL PROPERTY INSPECTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
AMRESCO SERVICES, L.P. BORROWER:
235 PEACHTREE STREET, N.E.
SUITE 900
ATLANTA, GEORGIA 30303 PROPERTY NAME:
TEL: 404-654-2000 STREET ADDRESS:
FAX: 404-654-2726 CITY, STATE ZIP:
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
LOAN PROPERTY
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
TYPE
CONTRACT: ----- MULTI-FAMILY ----- OFFICE ----- INDUSTRIAL ----- VACANT
----- COMMERCIAL ----- RETAIL ----- HOSPITALITY ----- OTHER
LOAN NUMBER: ----- MANUFACTURING ----- HEALTH ----- WAREHOUSE
LOAN BALANCE:
BORROWER: IMPROVEMENTS
----- UNITS ----- SQ. FT. ----- BLDGS. ----- STORIES
INSPECTION DATE: ----- YR. BLT. ----- YR. RENOV.
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CONSTRUCTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EXTERIOR: ----- BRICK ----- CONCRETE ----- STUCCO ----- SIDING ----- BLOCK ----- GLASS
FRAMING: ----- WOOD ----- CONCRETE ----- BRICK ----- BLOCK ----- OTHER
ROOFING: ----- FLAT ----- SHINGLE ----- TILE ----- OTHER
</TABLE>
<TABLE>
<CAPTION>
- -----------------
COMMENTS General Description, Layout, Quality, Features, Appearance etc.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
SITE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
LOCATION/ACCESS: ----- CORNER ----- PUBLIC RD ----- NEAREST INTERSECTION
PARKING: ----- OPEN ----- COVERED ----- ON SITE ----- OFF SITE
AMENITIES: ----- POOL ----- SPA ----- TENNIS COURTS ----- SECURITY ----- CLUBHOUSE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -----------------
COMMENTS Additional Amenities, Exposure/Visibility, Ingress/Egress, Detriments etc.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NEIGHBORHOOD
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AREA: ----- URBAN ----- SUBURBAN ----- RURAL
% DEVELOPED: ----- OVER 75% ----- 25-75% ----- UNDER 25%
GROWTH RATE: ----- FULLY DEV ----- STEADY ----- SLOW
PRESENT USE %: ----- SGL FAMILY ----- MULTI-FAMILY ----- RETAIL
----- COMMERCIAL ----- INDUSTRIAL ----- VACANT LAND
CHANGE IN USE: ----- LIKELY ----- UNLIKELY ----- IN PROGRESS
</TABLE>
- ---------------------
COMMENTS
- --------------------------------------------------------------------------------
EXCL. GOOD AVG POOR
------------------------------------------------------------------------------
Accessibility
--------------------------
Property
Compatibility
--------------------------
General Appearance
--------------------------
Surrounding Economy
--------------------------
--------------------------
--------------------------
<PAGE>
<TABLE>
<CAPTION>
PROPERTY: 0 ADDRESS: 0
- ------------------------------------------------------------------------------------------------------------------------------------
EXTERIOR INTERIOR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-------------------------------- -------------------------------------
GOOD AVG FAIR POOR NONE GOOD AVG FAIR POOR NONE
-------------------------------- -------------------------------------
LANDSCAPING FLOORING
-------------------------------- -------------------------------------
WALKS AND DRIVES WALLS/PAINT AND COVERING
-------------------------------- -------------------------------------
FOUNDATION CEILINGS
-------------------------------- -------------------------------------
EXTERIOR PAINT/TRIM DOORS AND TRIM
-------------------------------- -------------------------------------
WINDOWS/SCREENS LIGHTING/ELECTRICAL
-------------------------------- -------------------------------------
DOORS HVAC
-------------------------------- -------------------------------------
EXTERIOR WALL SURFACES KITCHEN APPLIANCES
-------------------------------- -------------------------------------
ROOF CABINETS
-------------------------------- -------------------------------------
PARKING LOT PLUMBING FIXTURES
-------------------------------- -------------------------------------
POOL/SPA LAUNDRY ROOMS
-------------------------------- -------------------------------------
COMMON AREAS ELEVATORS
-------------------------------- -------------------------------------
</TABLE>
- ------------
COMMENTS Explain access to property,
condition etc.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
INCOME
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RESIDENTIAL COMM/INDUST/RETAIL HOTEL/MOTEL HOSPITAL/CARE FACILITY
MIX MO Office Retail # RMS RATES # BEDS RATES
RENT ------ ------
EFFICIENCY SQ FT:
1 BEDROOM OCCUPIED: SINGLE: BED
2 BEDROOM VACANT: DOUBLE: SEMI PRIVATE
3 BEDROOM SUITE: PRIVATE
4 BEDROOM TERMS
- ----------------
Total TOTAL ROOMS TOTAL BEDS
VACANT:
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PROPERTY MANAGEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ON- SITE EMPLOYEES
PROPERTY MANAGER -------------------- ---------- OWNER ---------- MANAGEMENT
MANAGEMENT COMPANY -------------------- ---------- MGMT. COMPANY ---------- LEASING
TELEPHONE -------------------- ---------- ON-SITE ---------- MAINTENANCE
---------- OFF-SITE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
YES NO N/A
- -------------------------------------------------------------------------------------------------------
O & M PROGRAM REQUIRED
---------------------------------------------------------------
PROGRAM IN PLACE
-----------------------
- -------------------------------------------------------------------------------------------------------
YEAR 2000 COMPLIANCE PROPERTY MANAGEMENT SOFTWARE
---------------------------------------------------------------
ACCOUNTING SOFTWARE
---------------------------------------------------------------
PHYSICAL FACILITIES (ELEVATORS, ETC.)
- -------------------------------------------------------------------------------------------------------
</TABLE>
- ------------
COMMENTS Summary of Interview with Manager
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
PROPERTY: 0 ADDRESS: 0
- ------------------------------------------------------------------------------------------------------------------------------------
TENANT SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RESIDENTIAL LABOR MARKET: ----- BLUE COLLAR ----- WHITE COLLAR ----- SKILLED ----- UNSKILLED
INCOME STATUS: ----- MIDDLE ----- LOW MIDDLE ----- LOWER ----- GOVT ASSIST.
TENANT BASE: ----- STUDENTS ----- SENIORS ----- FAMILIES ----- SINGLES
----- MILITARY ----- MIXED
COMMERCIAL/RETAIL ----- OWNER OCCUPIED ----- SINGLE TENANT ----- MULTI TENANT
</TABLE>
<TABLE>
<CAPTION>
MAJOR TENANTS (25% OR MORE SPACE)
- --------------------------------------------------------------------------------------------------------------------------
AREA STE/UNIT TENANT NAME BUSINESS COMMENTS
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
ENVIRONMENTAL
- --------------------------------------------------------------------------------
RELATING TO THIS PROPERTY OR ADJOINING PROPERTY IS THERE EVIDENCE OF ANY OF THE
FOLLOWING:
- -------------------------
YES NO UNKNOWN
- -------------------------
CURRENTLY OR PREVIOUSLY USED FOR INDUSTRIAL USE,
LANDFILL, JUNKYARD
- -------------------------
SERVICE STATION, MOTOR REPAIR FACILITY, DRY CLEANERS,
PHOTO DEVELOPING
- -------------------------
DISCARDED BATTERIES, PESTICIDES, CHEMICALS, UNMARKED
STORAGE DRUMS
- -------------------------
PITS, PONDS, LAGOONS, WASTE DISPOSAL OR TREATMENT
- -------------------------
STAINED OR CONTAMINATED SOIL
- -------------------------
UNDERGROUND STORAGE TANKS, VENT PIPES
- -------------------------
EVIDENCE OF MATERIALS DUMPED, BURIED OR BURNED
- -------------------------
ELECTRICAL TRANSFORMERS OR HYDROLIC EQUIPMENT
- -------------------------
ASBESTOS CONTAINING BUILDING MATERIAL
- -------------------------
LEAD BASED PAINT
- -------------------------
- -------------------------
COMMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
OVERALL INSPECTION EVALUATION
- --------------------------------------------------------------------------------
EXCELLENT GOOD FAIR POOR
- ----- ----- ----- -----
- --------------------------------------------------------------------------------
CERTIFICATION
- --------------------------------------------------------------------------------
I CERTIFY TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE STATEMENTS AND INFORMATION
CONTAINED WITHIN THIS REPORT ARE TRUE AND CORRECT, AND THAT NO SIGNIFICANT
INFORMATION HAS BEEN WITHHELD; AND THAT I PERSONALLY INSPECTED THE SUBJECT
PROPERTY.
- ------------------------- ------------------------- ---------------------
INSPECTOR INSPECTOR'S SIGNATURE DATE
- ------------------------- ------------------------- ---------------------
REVIEWED BY REVIEWER'S SIGNATURE DATE
AMRESCO SERVICES, L.P. (404) 654-2000
- ------------------------- -------------------------
COMPANY TELEPHONE NUMBER
<PAGE>
COMMERCIAL PROPERTY INSPECTION
- --------------------------------------------------------------------------------
PROPERTY: 0 ADDRESS: 0 DATE:####
- --------------------------------------------------------------------------------
X
X
<PAGE>
LG PHOTOS
COMMERCIAL PROPERTY INSPECTION
- --------------------------------------------------------------------------------
PROPERTY: 0 ADDRESS: 0 DATE:####
- --------------------------------------------------------------------------------
X
<PAGE>
EXHIBIT M
---------
FORM OF MONTHLY CERTIFICATEHOLDER REPORT
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9 WAC:
Chicago, IL 60603 WAMM:
</TABLE>
================================================================================
Number Of Pages
---------------
Table Of Contents
Total Pages Included In This Package
Specially Serviced Loan Detail Appendix A
Modified Loan Detail Appendix B
Realized Loss Detail Appendix C
Information is available for this issue from the following sources
- --------------------------------------------------------------------------------
LaSalle Web Site www.lnbabs.com
LaSalle Bulletin Board (714) 282-3990
LaSalle ASAP Fax System (312) 904-2200
ASAP #:
Monthly Data File Name:
================================================================================
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9 WAC:
Chicago, IL 60603 WAMM:
===================================================================================================================================
Original Opening Principal Principal Negative Closing Interest Interest Pass-Through
Class Face Value (1) Balance Payment Adj. or Loss Amortization Balance Payment Adjustment Rate (2)
CUSIP Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Per $1,000 Next Rate (3)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
===================================================================================================================================
========================
Total P&I Payment 0.00
========================
</TABLE>
Notes: (1) N denotes notional balance not included in total
(2) Interest Paid minus Interest Adjustment minus Deferred Interest
equals Accrual
(3) Estimated
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Other Related Information
===================================================================================================================================
Servicer / Pool Information
- ------------------------------------------------------------------------------------------------------------------------------------
Beginning Scheduled Unscheduled Realized Ending Scheduled Prepayment Interest
Balance Principal Principal Losses Balance Interest Shortfall Excess
- ------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Beginning Ending Gross W/Avg Months Prepayment Disposition
Loan Count Loan Count Servicing Fees to Maturity Penalties Fees
---------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------
Current Cumulative
Unpaid Unpaid
Class Interest Interest
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Total
-----------------------------------------------------------------------
====================================================================================================================================
</TABLE>
03/12/98 - 13:41 (A519-A533) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Other Related Information
====================================================================================================================================
---------------------------------------------------------------------------------------------------------
P&I Advances made by: Beginning Current Ending
Unreimbursed Period Reimbursed Unreimbursed
---------------------------------------------------------------------------------------------------------
Servicer
Trustee
Fiscal Agent
---------------------------------------------------------------------------------------------------------
Total P&I Advances
---------------------------------------------------------------------------------------------------------
Summary of Expenses:
Current Period Servicing Fees
Current Period Trustee Fees
Current Period Special Servicing Fees
Principal Recovery Fees
Other Servicing Compensation - Interest on Advances
Total
Net Aggregate PPIS Allocable to the Bonds
Trust Fund Expenses
Current Realized Losses on Mortgage Loans
Cumulative Realized Losses on Mortgage Loans
====================================================================================================================================
</TABLE>
03/12/98 - 13:41 (A519-A533) (c) 1998 LaSalle National Bank\
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Other Related Information
====================================================================================================================================
---------------------------------------------------------------------------------------------------------
REO Property sold of disposed of during the related Collection Period
Portion Final
Realized Included in Recovery
Loan Loss Sale Other Available Determination
Number Attributable Proceeds Proceeds Funds Date
---------------------------------------------------------------------------------------------------------
1
2
3
=========================================================================================================
Totals
=========================================================================================================
---------------------------------------------------------------------------------------------------------
REO Property included in the Trust
Most Aggregate Aggregate Portion
Recent Amount Amount Included in
Loan Appraisal of Net of Other Available
Number Valuation Income Revenues Funds
---------------------------------------------------------------------------------------------------------
1
2
3
=========================================================================================================
Totals
=========================================================================================================
====================================================================================================================================
</TABLE>
03/12/98 - 13:41 (A519-A533) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Other Related Information
====================================================================================================================================
-------------------------------------------------------------------------------------------------------------------------
Mortgaged Properties that became REO during the preceding calendar month
Unpaid
Debt Principal
Service Stated Balance
Loan Property Coverage Principal as of REO
Number City State Type Ratio Balance Date
-------------------------------------------------------------------------------------------------------------------------
=========================================================================================================================
Totals
=========================================================================================================================
----------------------------------------------------------------------------------------
Appraisal Reduction Amounts
Loan Current Total
Number Period Reduction
----------------------------------------------------------------------------------------
1
2
3
========================================================================================
Totals 0.00
========================================================================================
====================================================================================================================================
</TABLE>
03/12/98 - 13:41 (A519-A533) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603
====================================================================================================================================
Distribution Delinq Delinq Delinq Foreclosure/ REO Modifications Prepayments Curr Weighted Avg.
1 Month 2 Months 3+ Months Bankruptcy
Date # Balance # Balance # Balance # Balance # Balance # Balance # Balance Coupon Remit
====================================================================================================================================
08/17/98 0 0 0 0 0 0 0 0 0 0 0 0 0 0
0.00% 0.000% 0.00% 0.000% 0.00% 0.000% 0.00% 0.000% 0.00% 0.000% 0.00% 0.000% 0.00% 0.000%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
Note: Foreclosure and REO Totals are Included in the Appropriate Delinquency Aging Category
</TABLE>
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603
Delinquent Loan Detail
====================================================================================================================================
Paid Outstanding Out. Property Special
Disclosure Doc Thru Current P&I P&I Protection Advance Servicer Foreclosure Bankruptcy REO
Control # Date Advance Advances** Advances Description (1) Transfer Date Date Date Date
====================================================================================================================================
====================================================================================================================================
A. P&I Advance - Loan in Grace Period 1. P&I Advance - Loan delinquent 1 month
B. P&I Advance - Late Payment but < one month delinq 2. P&I Advance - Loan delinquent 2 months
3. P&I Advance - Loan delinquent 3 months or More
4. Matured Balloon/Assumed Scheduled Payment
====================================================================================================================================
</TABLE>
** Outstanding P&I Advances include the current period P&I Advance
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Pool Total
</TABLE>
DISTRIBUTION OF PRINCIPAL BALANCES
- --------------------------------------------------------------------------------
(2) Current Scheduled Number (2) Scheduled Based on
Balances of Loans Balance Balance
================================================================================
$0 to $500,000
$500,000 to $1,000,000
$1,000,000 to $1,500,000
$1,500,000 to $2,000,000
$2,000,000 to $2,500,000
$2,500,000 to $3,000,000
$3,000,000 to $3,500,000
$3,500,000 to $4,000,000
$4,000,000 to $5,000,000
$5,000,000 to $6,000,000
$6,000,000 to $7,000,000
$7,000,000 to $8,000,000
$8,000,000 to $9,000,000
$9,000,000 to $10,000,000
$10,000,000 to $11,000,000
$11,000,000 to $12,000,000
$12,000,000 to $13,000,000
$13,000,000 to $14,000,000
$14,000,000 to $15,000,000
$15,000,000 & Above
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
Average Scheduled Balance is 0
Maximum Scheduled Balance is 0
Minimum Scheduled Balance is 0
DISTRIBUTION OF PROPERTY TYPES
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Property Types of Loans Balance Balance
================================================================================
================================================================================
Total 0 0 0.00%
DISTRIBUTION OF MORTGAGE INTEREST RATES
- --------------------------------------------------------------------------------
Current Mortgage Number (2) Scheduled Based on
Interest Rate of Loans Balance Balance
================================================================================
7.000% or less
7.000% to 7.125%
7.125% to 7.375%
7.375% to 7.625%
7.625% to 7.875%
7.875% to 8.125%
8.125% to 8.375%
8.375% to 8.625%
8.625% to 8.875%
8.875% to 9.125%
9.125% to 9.375%
9.375% to 9.625%
9.625% to 9.875%
9.875% to 10.125%
10.125% & Above
================================================================================
Total 0 0 0.00
- --------------------------------------------------------------------------------
W/Avg Mortgage Interest Rate is 0.0000%
Minimum Mortgage Interest Rate is 0.0000%
Maximum Mortgage Interest Rate is 0.0000%
GEOGRAPHIC DISTRIBUTION
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Geographic Location of Loans Balance Balance
================================================================================
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Pool Total
</TABLE>
LOAN SEASONING
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Number of Years of Loans Balance Balance
================================================================================
================================================================================
- --------------------------------------------------------------------------------
Weighted Average Seasoning is 0.0
DISTRIBUTION OF REMAINING TERM
FULLY AMORTIZING
- --------------------------------------------------------------------------------
Fully Amortizing Number (2) Scheduled Based on
Mortgage Loans of Loans Balance Balance
================================================================================
60 months or less
61 to 120 months
121 to 180 months
181 to 240 months
241 to 360 months
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
Weighted Average Months to Maturity is 0
DISTRIBUTION OF DSCR
- --------------------------------------------------------------------------------
Debt Service Number (2) Scheduled Based on
Coverage Ratio (1) of Loans Balance Balance
================================================================================
0.500 or less
0.500 to 0.625
0.625 to 0.750
0.750 to 0.875
0.875 to 1.000
1.000 to 1.125
1.125 to 1.250
1.250 to 1.375
1.375 to 1.500
1.500 to 1.625
1.625 to 1.750
1.750 to 1.875
1.875 to 2.000
2.000 to 2.125
2.125 & Above
Unknown
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
Weighted Average Debt Service Coverage Ratio is 0.000
DISTRIBUTION OF AMORTIZATION TYPE
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Amortization Type of Loans Balance Balance
================================================================================
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING TERM
BALLOON LOANS
- --------------------------------------------------------------------------------
Balloon Number (2) Scheduled Based on
Mortgage Loans of Loans Balance Balance
================================================================================
12 months or less
13 to 24 months
25 to 36 months
37 to 48 months
49 to 60 months
61 to 120 months
121 to 180 months
181 to 240 months
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
Weighted Average Months to Maturity is 0
NOI AGING
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
NOI Date of Loans Balance Balance
================================================================================
1 year or less
1 to 2 years
2 Years or More
Unknown
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
(1) Debt Service Coverage Ratios are calculated as described in the prospectus,
values are updated periodically as new NOI figures became available from
borrowers on an asset level. Neither the Trustee, Servicer, Special Servicer or
Underwriter makes any representation as to the accuracy of the data provided by
the borrower for this calculation.
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603 Pool Total
</TABLE>
DISTRIBUTION OF MAXIMUM RATES
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Maximum Rates of Loans Balance Balance
================================================================================
No Maximum
0.to% 12.00%
12.to% 12.50%
12.to% 13.00%
13.to% 13.50%
13.to% 14.00%
14.to% 14.50%
14.to% 15.00%
15.to% 15.50%
15.to% 16.00%
16.to% 16.50%
16.to% 17.00%
17.to% 17.50%
Fixed Rate Mortgage
================================================================================
0 0 0.00%
- --------------------------------------------------------------------------------
Weighted Average for Mtge with a Maximum Rate is 13.49%
DISTRIBUTION OF INDICES OF MORTGAGE LOANS
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Indices of Loans Balance Balance
================================================================================
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
DISTRIBUTION OF MINIMUM RATES
- --------------------------------------------------------------------------------
Number (2) Scheduled Based on
Minimum Rates (1) of Loans Balance Balance
================================================================================
No Minimum
0.010% to 3.000%
3.010% to 3.500%
3.510% to 4.000%
4.010% to 4.500%
4.510% to 5.000%
5.010% to 5.500%
5.510% to 6.000%
6.010% to 6.500%
6.510% to 7.000%
7.010% to 7.500%
7.510% to 8.000%
8.010% to 8.500%
8.510% to 99.000%
Fixed Rate Mortgage
================================================================================
0 0 0.00%
- --------------------------------------------------------------------------------
Weighted Average for Mtge with a Minimum Rate is 0.00%
DISTRIBUTION OF PAYMENT ADJUSTMENT
- --------------------------------------------------------------------------------
Interest Adjustment Number (2) Scheduled Based on
Frequency Loans Balance Balance
================================================================================
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE LOAN MARGINS
- --------------------------------------------------------------------------------
Mortgage Loan Number (2) Scheduled Based on
Margins Loans Balance Balance
================================================================================
No Margin
0.000% to 0.000%
0.010% to 1.000%
1.010% to 1.500%
1.510% to 2.000%
2.010% to 2.500%
2.510% to 3.000%
3.010% to 3.500%
3.510$ to 4.000%
4.010% to 4.500%
4.510% & Above
Fixed Rate Mortgage
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
Weighted Average for Mtge with a Margin is 0.00%
(1) For adjustable mortgage loans where a minimum rate does not exist the gross
margin was used.
DISTRIBUTION OF INTEREST ADJUSTMENT
- --------------------------------------------------------------------------------
Payment Adjustment Number (2) Scheduled Based on
Frequency Loans Balance Balance
================================================================================
================================================================================
Total 0 0 0.00%
- --------------------------------------------------------------------------------
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603
Specially Serviced Loan Detail
====================================================================================================================================
Beginning Specially
Disclosure Scheduled Interest Maturity Property Serviced
Control # Balance Rate Date Type Status Code (1) Comments
====================================================================================================================================
====================================================================================================================================
(1)Legend :
1) Request for waiver of Prepayment Penalty 4) Loan with Borrower Bankruptcy 7) Loans Paid Off
2) Payment default 5) Loan in Process of Foreclosure 8) Loans Returned to Master Servicer
3) Request for Loan Modification or Workout 6) Loan now REO Property
====================================================================================================================================
Appendix A
</TABLE>
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603
Modified Loan Detail
- ------------------------------------------------------------------------------------------------------------------------------------
Disclosure Modification Modification
Control # Date Description
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
Appendix B
</TABLE>
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABN AMRO Morgan Stanley Capital I Inc. Statement Date: 08/17/98
LaSalle National Bank Commercial Mortgage Pass-Through Certificates Payment Date: 08/17/98
Series 1998-CF1 Prior Payment: NA
Administrator: Record Date: 07/31/98
Alyssa Stahl (800) 246-5761
135 S. LaSalle Street Suite 1740 ABN AMRO Acct: 99-9999-99-9
Chicago, IL 60603
Realized Loss Detail
====================================================================================================================================
Beginning Gross Proceeds Aggregate Net Net Proceeds
Dist. Disclosure Appraisal Appraisal Scheduled Gross as a % of Liquidation Liquidation as a % of Realized
Date Control # Date Value Balance Proceeds Sched Principal Expenses * Proceeds Sched. Balance Loss
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Current Total 0.00 0.00 0.00 0.00 0.00
Cumulative 0.00 0.00 0.00 0.00 0.00
====================================================================================================================================
Appendix C
* Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc..
</TABLE>
02/24/97 - 13:09 (A99-A999) (c) 1998 LaSalle National Bank
<PAGE>
EXHIBIT N
---------
[RESERVED]
<PAGE>
EXHIBIT O
---------
FORM OF SPECIALLY SERVICED ASSET REPORT
Determination Date:
Morgan Stanley Capital, Inc. Due Date:
Mortgage Pass Through Certificates Series 1998-CF1 Loan Group:
Delinquent and
Specially Serviced Asset Report
<TABLE>
<CAPTION>
----------------------------------------------------------
Special Servicing Status Code Monthly Total
-------------------------------------------------- P&I Pmt. Cumul.
- --------------------------------------------------- Schedule Paid Transfer Resol. Pmt. Advance
Loan Property Asset Balance to Transfer Reason Status ($000) $000)
Number Type City State Type ($000) Date Date (1) (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Cash Flow Data Occupancy Appraisal Data
----------------------------------------------------------------------------------------------------------
Latest Latest Latest Latest Latest
- ------------------------- Op. Annual Occup- Occup- Latest Appraisal
Loan Property Stmt. NOI Latest ancy ancy Appraisal Value Latest
Number Type Date ($000) DSCR Date (%) Date ($000) LTV
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------- ---------------------------------------------------
(1) Reason for Transfer to Special
Servicer
1. Note transferred (DQ only) 5. Bankruptcy
2. Request for forbearance or 6. Tax or insurance advance
modification
3. Payment default 7. Default imminent
4. Balloon default 8. Nonpayment default
- --------------------------------------------------------------------
(2) Resolution Status
1. Status pending borrower 7. Bankruptcy
negotiations
2. Negotiations in process to cure 8. REO or loan sale in process
default
3. Extension of maturity in process 9. Loan repurchase pending
4. Modification in process 10. Corrected & monitoring for
return to Master Servicer
5. Foreclosure in process
6. Intent to foreclose
================================================================================
Information contained herein has been furnished by borrowers, property
managers, or other outside parties and therefore no assurances are
made as to the accuracy or completeness of such
information.
================================================================================
<PAGE>
Determination Date:
Morgan Stanley Capital, Inc. Due Date:
Mortgage Pass Through Certificates Series 1998-CF1 Loan Group:
Loan Modification Report
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
Information on Loan Terms Both Before and After Modification
- ------------------------------------------------------------------------------------------------------------------------------------
Mod. Sched. Sched.
Determin- Mod. Type Bal. Before Bal. After
ation Loan Property Effective Code Mod. Mod.
Date Number Type City State Date (1) ($000) ($000)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Information on Loan Terms Both Before and After Modification
- ------------------------------------------------------------------------------------------------------------------------------------
Maturity Maturity Interest Interest Monthly Monthly
Determin- Date Date Rate Rate P&I Pmt P&I Pmt Date Realized Unrealized
ation Loan Before After Before After Before After Returned Loss Loss
Date Number Mod. Mod. Mod. Mod. Mod. Mod. MS ($000) ($000) Comments
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
- --------------------------------------------------------------------------------
(1) Loan Modification Type Codes
1. Modification with principal 3. Maturity extension with no other changes
forgiven in terms
2. Modification without 4. Maturity extension with other changes in
principal forgiven term.
================================================================================
Information contained herein has been furnished by borrowers, property
managers, or other outside parties and therefore no assurances are made as to
the accuracy or completeness of such information.
================================================================================
<PAGE>
Determination Date:
Morgan Stanley Capital, Inc. Due Date:
Mortgage Pass Through Certificates Series 1998-CF1 Loan Group:
Realized Losses Report
<TABLE>
<CAPTION>
---------------------------------------------------------------
Information on Actual Date of Resolution / Disposition
- ---------------------------------------------------------------------------------------------------------------------
Res. /
Determin- Disp. Res. / Total P&I Total Other
ation Loan Property Code Disp. Proceeds Advances Advances
Date Number Type City State (1) Date ($000) ($000) ($000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Information on Actual Date of Resolution / Disposition
- ---------------------------------------------------------------------------------------------------------------
Sched. Sched. Latest
Determin- Bal. Before Bal. After Latest Appr. Realized Unrealized
ation Loan Res./Disp. Res./Disp. Appr. Value Loss Loss
Date Number ($000) ($000) Date ($000) ($000) ($000) Comments
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
- --------------------------------------------------------------------------------
(1) Resolution / Disposition
("Res./Disp.") Codes
1. REO Sale 3. Discounted 5. Appraisal adjustment
paydown/payoff
2. Modification with 4. Loan Sale
forgiveness
================================================================================
Information contained herein has been furnished by borrowers, property
managers, or other outside parties and therefore no assurances are made as to
the accuracy or completeness of such information.
================================================================================
<PAGE>
Determination Date:
Morgan Stanley Capital, Inc. Due Date:
Mortgage Pass Through Certificates Serices 1998-CF1 Loan Group:
REO Report
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Latest
Date Date Listing YTD Op.
Loan Property REO Listed Sale Net Cash Stmt.
Number Type City State Acquired for Sale Price Receipts Date
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Latest Latest Latest
Annual Lastest Occup- Occup-
Loan Property NOI Appr. ancy ancy
Number Type ($000) Date Date (%) Comments
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
================================================================================
Information contained herein has been furnished by borrowers, property
managers, or other outside parties and therefore no assurances are made as to
the accurancy or completeness of such information.
================================================================================
<PAGE>
EXHIBIT P
---------
FORM OF SPECIAL SERVICER MONTHLY REPORTS
Special Servicer Remittance Report
Morgan Stanley Capital I, Inc.
Mortgage Pass Through Certificates Series 1998-CF1
Determination Date:
Due period:
Calculation of Special Servicer Servicing Fees:
Special Date
Schedule Servicer Returned
Borrower Principal Loan Transfer to Master
Loan # Name Balance Date Servicer
Net
Liquidation
Proceeds Disposition Assumption Other
Loan # Final Pmt. Fee Fees Fees
Specially Serviced Mortgage Loans and REO Loans:
Special Date
Schedule Servicer Returned
Borrower Principal Loan Transfer to Master
Loan # Name Balance Date Servicer
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Total $ .
Net
Liquidation
Proceeds Disposition Assumption Other
Loan # Final Pmt. Fee Fees Fees
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
0.00 0.00 0.00 0.00
Due Period:
Special Servicing Fee: $0.00
Mortgage Principal Balance as of:
Special Servicing Fee Rate ( ) --------
Special Servicing Fee $0.00
========
Additional Fees Collected:
Assumption Fees $0.00
Modification Fees $0.00
Assumption and Extension Fees $0.00
Assumption and Extension Fees $0.00
Lease Approval Fee $0.00
Extension Fees, Modification Fees, Late Fees $0.00
Forbearance Fees $0.00
Administration Fee $0.00
Total Additional Fees $0.00
--------
Total Additional Fees Due $0.00
Disposition Fee:
$0.00
--------
Special Servicing Compensation Due: $0.00
========
<PAGE>
Morgan Stanley Capital I, Inc.
Mortgage Pass Through Certificates Series 1998-CF1
Determination Date:
Monthly collections on Specially Serviced Loans for the period:
Borrower Principal Interest Insurance Liquidation
Loan # Name Collected Collected Proceeds Proceeds
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
TOTAL $0.00 $0.00 $0.00 $0.00
Realized Total Paid
Loss Prepayment Other Payment Through
Loan # Incurred Penalty Payments Received Date
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
$0.00 $0.00 $0.00 $0.00
Monthly collections on REO Property for the period:
Property REO Insurance
Loan # Borrower Name Name Revenues Proceeds
________________________________________________________________________________
________________________________________________________________________________
TOTAL $0.00 $0.00 $0.00
Realized Total Paid
Liquidation Loss Other Payment Through
Loan # Proceeds Incurred Payments Received Date
________________________________________________________________________________
________________________________________________________________________________
$0.00 $0.00 $0.00
Comments:
AM - Administrative and Recording Fee
D - Default Interest
E - Escrow
EN - Environmental Fees
L - Late Fees
L - AM - Lennar Partners Administrative Fee
LE - Legal Fees
PP - Prepayment Penalty
R - Reserves
S - Suspense
SD - Money previously placed in suspense, used to pay off the loan
TI - Tenant Improvement Reserve
PR - Principal Reduction
<PAGE>
EXHIBIT Q
---------
FORM OF MORTGAGE LOAN INFORMATION
********this file was empty*******
<PAGE>
EXHIBIT R-1
-----------
MORTGAGE LOAN PURCHASE AGREEMENT
REPRESENTATIONS AND WARRANTIES FOR
MORGAN STANLEY MORTGAGE CAPITAL INC.
(Representations and Warranties with respect to MSMC Loans)
1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule was complete, true and correct in all material respects as of the
Cut-off Date.
2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans and has
validly and effectively conveyed (or caused to be conveyed) to the Purchaser or
its designee all of the Seller's legal and beneficial interest in and to the
Mortgage Loans free and clear of any and all pledges, liens, charges, security
interests and/or other encumbrances. The sale of the Mortgage Loans to the
Purchaser or its designee does not require the Seller to obtain any governmental
or regulatory approval or consent that has not been obtained.
3. Payment Record. No scheduled payment of principal and interest under any
Mortgage Loan was 30 days or more past due as of the Cut-off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date.
4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d) materially interferes with the security
intended to be provided by such Mortgage, the marketability or current use of
the Mortgaged Property or the current ability of the Mortgaged Property to
generate operating income sufficient to service the Mortgage Loan debt (the
foregoing items (a) through (d) being herein referred to as the "Permitted
Encumbrances"). The related assignment of such Mortgage executed and delivered
in favor of the Trustee is in recordable form and constitutes a legal, valid and
binding assignment, sufficient to convey to the assignee named therein all of
the assignor's right, title and interest in, to and under such Mortgage. Such
Mortgage, together with any separate security agreements, chattel mortgages or
equivalent instruments, establishes and creates a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable security interest in
favor of the holder thereof in all of the related Mortgagor's tangible personal
property used in, and reasonably necessary to operate, the related Mortgaged
Property. A Uniform Commercial Code financing statement has been filed and/or
recorded in all places necessary to perfect a valid security interest in such
personal property, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.
5. Assignment of Leases and Rents. The Assignment of Leases set forth in
the Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and, subject to the exceptions set
forth in paragraph 13 below, enforceable first priority lien and first priority
security interest in the related Mortgagor's interest in all leases, sub-leases,
licenses or other agreements pursuant to which any person is entitled to occupy,
use or possess all or any portion of the real property subject to the related
Mortgage and Permitted Encumbrances, and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases,
not included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, canceled, rescinded or subordinated in whole or in material part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in material part, nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination, rescission
or release, except for any partial reconveyances of real property which are
included in the related Mortgage File. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any material respect, except by written instruments, all of which are
included in the related Mortgage File.
7. Condition of Property; Condemnation. Except as set forth in an
engineering report prepared in connection with the origination of the related
Mortgage Loan (and with respect to the Mortgage Loans described in Schedule A
hereto, either no report was prepared or a more limited report was prepared),
each Mortgaged Property is, to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for the
related Mortgage Loan. The Seller has received no notice of the commencement of
any proceeding for the condemnation of all or any material portion of any
Mortgaged Property. To the Seller's knowledge (based on surveys and/or title
insurance obtained in connection with the origination of the Mortgage Loans), as
of the date of the origination of each Mortgage Loan, all of the material
improvements on the related Mortgaged Property which were considered in
determining the appraised value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of such property, except for
encroachments that are insured against by the lender's title insurance policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.
8. Title Insurance. Each Mortgaged Property is covered by an American Land
Title Association (or an equivalent form of) lender's title insurance policy
(the "Title Policy") not less than the original principal amount of the related
Mortgage Loan after all advances of principal. Each Title Policy insures that
the related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the exceptions stated therein (or in an escrow letter or a
marked up title insurance commitment on which the required premium has been paid
exists which evidences that such Title Policy will be issued). Each Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and no material claims
have been made thereunder and no claims have been paid thereunder. No holder of
the related Mortgage has done, by act or omission, anything that would
materially impair the coverage under such Title Policy. Immediately following
the transfer and assignment of the related Mortgage Loan to the Trustee, such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) will inure to the benefit of the Trustee without the consent of or
notice to the insurer. To the Seller's knowledge, the insurer issuing such Title
Policy is qualified to do business in the jurisdiction in which the related
Mortgaged Property is located.
9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been materially complied with on or
before the Closing Date have been complied with, or any such funds so escrowed
have not been released.
10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.
11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.
12. Environmental Conditions. An environmental site assessment was
performed (and with respect to the Mortgage Loans described in Schedule A
hereto, a more limited environmental site assessment was conducted) with respect
to each Mortgaged Property in connection with the origination of the related
Mortgage Loan, a report of each such assessment or limited review (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage or related agreement requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations. Where
such assessment or limited review disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) the related
Mortgagor was required either to provide additional security which may have
included the escrow of funds and/or to obtain an operations and maintenance
plan.
13. Loan Document Status. Each Mortgage Note, Mortgage and other agreement
that evidences or secures a Mortgage Loan and that was executed by or on behalf
of the related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally, and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and excluding provisions
relating to default interest, yield maintenance charges or prepayment premiums.
There is no valid defense, counterclaim or right of offset or rescission
available to the related Mortgagor with respect to such Mortgage Note, Mortgage
or other agreements.
14. Insurance. Except as set forth on Schedule A, all improvements upon the
related Mortgaged Property are, and are required pursuant to the related
Mortgage, to be insured by (a) a fire and extended perils insurance policy
providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, and
not less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of the buildings or other structures on Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured and requires prior notice to the holder of the Mortgage of termination
or cancellation. No such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. Each Mortgage obligates the
related Mortgagor to maintain all such insurance and, upon such Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor
from such Mortgagor. Each Mortgage provides that casualty insurance proceeds
will be applied either to the restoration or repair of the related Mortgaged
Property or to the reduction of the principal amount of the Mortgage Loan.
15. Taxes and Assessments. As of the Closing Date, there are no delinquent
or unpaid taxes or assessments (including assessments payable in future
installments), or other outstanding charges affecting any Mortgaged Property
which are or may become a lien of priority equal to or higher than the lien of
the related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered unpaid until the date on
which interest and/or penalties would be first payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.
17. Leasehold Estate. Except as set forth on Schedule A, each Mortgaged
Property consists of the related Mortgagor's fee simple estate in real estate
or, if the related Mortgage Loan is secured in whole or in part by the interest
of a Mortgagor as a lessee under a ground lease of a Mortgaged Property (a
"Ground Lease"), by the related Mortgagor's interest in the Ground Lease but not
by the related fee interest in such Mortgaged Property (the "Fee Interest"):
(i) Such Ground Lease or a memorandum thereof has been or will
be duly recorded; such Ground Lease (or the related estoppel
letter or lender protection agreement between the Seller and
related lessor) permits the current use of the Mortgaged
Property and permits the interest of the lessee thereunder
to be encumbered by the related Mortgage; and there has been
no material change in the payment terms of such Ground Lease
since the origination of the related Mortgage Loan, with the
exception of material changes reflected in written
instruments that are a part of the related Mortgage File;
(ii) The lessee's interest in such Ground Lease is not subject to
any liens or encumbrances superior to, or of equal priority
with, the related Mortgage, other than Permitted
Encumbrances;
(iii) The Mortgagor's interest in such Ground Lease is assignable
to the Purchaser and its successors and assigns upon notice
to, but without the consent of, the lessor thereunder (or,
if such consent is required, it has been obtained prior to
the Closing Date) and, in the event that it is so assigned,
is further assignable by the Purchaser and its successors
and assigns upon notice to, but without the need to obtain
the consent of, such lessor;
(iv) Such Ground Lease is in full force and effect, and the
Seller has received no notice that an event of default has
occurred thereunder, and, to the Seller's knowledge, there
exists no condition that, but for the passage of time or the
giving of notice, or both, would result in an event of
default under the terms of such Ground Lease;
(v) Such Ground Lease, or an estoppel letter or other agreement,
(A) requires the lessor under such Ground Lease to give
notice of any default by the lessee to the holder of the
Mortgage; and (B) provides that no notice of termination
given under such Ground Lease is effective against the
holder of the Mortgage unless a copy of such notice has been
delivered to such holder and the lessor has offered to enter
into a new lease with such holder on terms that do not
materially vary from the economic terms of the Ground Lease.
(vi) A mortgagee is permitted a reasonable opportunity
(including, where necessary, sufficient time to gain
possession of the interest of the lessee under such Ground
Lease) to cure any default under such Ground Lease, which is
curable after the receipt of notice of any such default,
before the lessor thereunder may terminate such Ground
Lease;
(vii) Such Ground Lease has an original term (including any
extension options set forth therein) which extends not less
than ten years beyond the Stated Maturity Date of the
related Mortgage Loan;
(viii) Under the terms of such Ground Lease and the related
Mortgage, taken together, any related insurance proceeds
other than in respect of a total or substantially total loss
or taking, will be applied either to the repair or
restoration of all or part of the related Mortgaged
Property, with the mortgagee (or a trustee appointed by it
under the related Mortgage) having the right to hold and
disburse such proceeds as the repair or restoration
progresses (except in such cases where a provision entitling
another party to hold and disburse such proceeds would not
be viewed as commercially unreasonable by a prudent
commercial mortgage lender), or to the payment of the
outstanding principal balance of the Mortgage Loan together
with any accrued interest thereon;
(ix) Such Ground Lease does not impose any restrictions on
subletting which would be viewed as commercially
unreasonable by prudent commercial mortgage lenders in the
lending area where the Mortgaged Property is located; and
(x) Such Ground Leases requires the lessor to enter into the new
lease upon termination of such Ground Lease for any reason,
including rejection of such Ground Lease in a bankruptcy
proceeding.
18. Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date required to be deposited or paid
have been so deposited or paid.
19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80 percent of the original principal balance of
the Mortgage Loan or (ii) at the Closing Date at least equal to 80 percent of
the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).
20. Mortgage Loan Modifications. Any Mortgage Loan that was "significantly
modified" prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code either (a) was modified as a result of the default or
reasonably foreseeable default of such Mortgage Loan or (b) satisfies the
provisions of either clause (a)(i) of paragraph 19 (substituting the date of the
last such modification for the date the Mortgage Loan was originated) or clause
(a)(ii) of paragraph 19, including the proviso thereto.
21. Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner or lessee of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.
22. No Mechanics' Liens. As of the date of origination of such Mortgage
Loan and, to the knowledge of the Seller, as of the Closing Date, each Mortgaged
Property was free and clear of any mechanics' and materialmen's liens that are
prior or equal to the lien of the related Mortgage, except for liens insured
against by the related Title Policy referred to herein.
23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
24. Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.
25. Releases of Mortgaged Property. Except (i) for the release of a portion
of the Mortgaged Property which was contemplated at origination of the Mortgage
Loan and such portion was not material to underwriting such Mortgage Loan, or
(ii) as described in the next sentence, no Mortgage Note or Mortgage requires
the mortgagee to release all or any material portion of the related Mortgaged
Property from the lien of the related Mortgage except upon payment in full of
all amounts due under the related Mortgage Loan. The Mortgages relating to those
Mortgage Loans (including cross-collateralized loans) identified on Schedule A
hereto require the mortgagee to grant releases of portions of the related
Mortgaged Properties upon (unless otherwise specified on Schedule A hereto) (a)
the satisfaction of certain legal and underwriting requirements and (b) the
payment of a release price or substitution of other permitted collateral in
connection therewith.
26. Defeasance Provisions. Any Mortgage Loan which contains a provision for
any defeasance of mortgage collateral either (A) requires the consent of the
holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no
earlier than two years after the Closing Date (as defined in the Pooling and
Servicing Agreement, dated as of July 1, 1998), (ii) only with substitute
collateral constituting "government securities" within the meaning of Treas.
Reg. ss. 1.86OG-2(a)(8)(i), and (iii) only to facilitate the disposition of the
Mortgaged Property and not as a part of an arrangement to collateralize a REMIC
offering with obligations that are not real estate mortgages.
27. No Equity Participation or Contingent Interest. Except as set forth on
Schedule A, no Mortgage Loan contains any equity participation by the Seller or
provides for negative amortization or for any contingent or additional interest
in the form of participation in the cash flow of the related Mortgaged Property.
28. No Material Default. To the Seller's best knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.
29. Inspections. Except for the Conti Small Loans set forth on Schedule A,
the Seller (or if the Seller is not the originator, the originator of the
Mortgage Loan) has inspected or caused to be inspected each Mortgaged Property
in connection with the origination of the related Mortgage Loan.
30. Local Law Compliance. To the Seller's knowledge, based on opinions of
counsel, endorsements of title insurance or due diligence considered reasonable
by prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination.
31. Junior Liens. Except as otherwise set forth on Schedule B, none of the
Mortgage Loans permits the related Mortgaged Property to be encumbered by any
lien junior to or of equal priority with the lien of the related Mortgage
without the prior written consent of the holder thereof or the satisfaction of
debt service coverage or similar criteria specified therein. Except as otherwise
set forth on Schedule B, the Seller has no knowledge that any of the Mortgaged
Properties is encumbered by any lien junior to the lien of the related Mortgage.
32. Actions Concerning Mortgaged Property. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgage Loan or the
validity or enforceability of the related Mortgage or that might if determined
adversely, materially and adversely affect the value of the Mortgaged Property
as security for the Mortgage Loan or the use for which the premises were
intended.
33. Servicing. The servicing and collection practices used by the Seller
have been in all material respects legal, proper and prudent and have met
customary industry standards.
34. Licenses and Permits. To the Seller's knowledge, based on due diligence
that it customarily performs in the origination of comparable mortgage loans, as
of the date of origination or promptly thereafter of each Mortgage Loan, (i) the
related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgage Property as it was then operated and (ii) if a related
Mortgaged Property is improved by a skilled nursing, congregate care or assisted
living facility, the most recent inspection or survey by governmental
authorities having jurisdiction in connection with such licenses, permits and
authorizations did not cite such Mortgaged Property for material violations
(which shall include only "Level IV" (or equivalent) violations in the case of
skilled nursing facilities) that had not been cured or as to which a plan of
correction had not been submitted to and accepted by such governmental
authorities. To the extent such facility participates in Medicaid or Medicare,
the Seller has not received any notice that such facility is not in compliance
in all material respects with the requirements of such program, such that such
facility's continued participation in such program be adversely affected.
35.Leasehold Estate and Fee Interest. If any Mortgage Loan is secured in
whole or in part by the interest of the related Mortgagor under a Ground Lease
and by the Fee Interest of the Ground Lessor:
a. Such Fee Interest is subject, and subordinated of
record, to the related Mortgage; and the related
Mortgage does not by its terms provide that it will
be subordinated to the lien of any other mortgage or
other lien upon such Fee Interest; and
b. Upon occurrence of a default under the terms of the
related Mortgage by the Mortgagor, the mortgagee has
the right to foreclose upon or otherwise exercise its
rights with respect to such Fee Interest within a
period of time that would not have been viewed, as of
the date of origination, as commercially unreasonable
by a prudent commercial mortgage lender.
36. Fixed Rate Loans. Except as set forth on Schedule A, each Mortgage Loan
bears interest at a rate that remains fixed throughout the remaining term of
such Mortgage Loan, except for the imposition of a default rate and, with
respect to the ARD Loan's, the increase in the interest rate as of the
Anticipated Repayment Date.
37. Single Purpose Entity. The Mortgagor on each Mortgage Loan that,
individually or together with the Mortgage Loans of affiliated Mortgagors,
represented 2% or more of the Initial Pool Balance, was, as of the origination
of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single
Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide or which is subject to covenants in the related
loan documents substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgaged Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity, separate
and apart from any other person.
38. Due-on-Sale. Subject to a one-time (or, in the case of certain Mortgage
Loans, a multiple-time) transfer right allowed in accordance with certain
provisions set forth in the Mortgage securing each Mortgage Loan, such Mortgage
contains a "due-on-sale" clause that provides for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
prior written consent of the holder, the Mortgaged Property subject to such
Mortgage, or any interest therein, is directly or transferred or sold.
39. Healthcare Loans. With respect to the Healthcare Loans.
i. If the related Mortgaged Property is improved by a skilled
nursing, congregate care or assisted living facility (a
"Long-Term Care Mortgage Loan"), as of the Cut-Off Date, the
facility located on the related Mortgaged Property had all
certificates, licenses and permits required by applicable
law for the operation of such facility and, to the extent
such facility participates in Medicaid, Medicare or other
similar programs, such facility held a valid certification
for such participation, appropriate for the level of care
provided at such facility;
ii. With respect to the Long-Term Care Mortgage Loans, as of the
Cut-Off Date, to the knowledge of the Seller, the related
Borrower or operator, as the case may be, with respect to
its operation of the related Mortgaged Property or the
related Mortgaged Property was in material compliance with
all applicable laws, regulations, quality and safety
standards and requirements of the applicable state
department of health (each, a "DOH") and all other
applicable state or federal governmental authorities, and
the related Mortgage Loan documents required that so long as
the related Mortgage Loan remains outstanding the related
Mortgaged Property shall be operated in compliance with such
applicable laws and requirements in all materials respects;
iii. Except as set forth on Schedule C, with respect to the
Long-Term Care Mortgage Loans, the related Mortgage Loan
documents provided that so long as the related Mortgage Loan
remains outstanding, the related Mortgaged Property shall be
operated in such a manner that all required licenses,
permits and authorizations shall remain in full force and
effect, and that without the lender's consent, all required
licenses, permits and authorizations may not be (A)
transferred to any location other than the Mortgaged
Property or (B) pledged as collateral for any other loan or
indebtedness (other than another Mortgage Loan) and so long
as the related Mortgage Loan remains outstanding, the
Borrower may not without the lender's consent (Y) rescind,
withdraw, revoke, amend, modify, supplement or otherwise
materially alter the nature, tenor or scope of the
certificate of need (if applicable) for the related
Mortgaged Property, or (Z) terminate, materially modify, or
materially amend a lease or management contract, as the case
may be, in effect with respect to the related Mortgaged
Property;
iv. With respect to the Long-Term Care Mortgage Loans, as of the
Cut-Off Date, the Seller has not received notice of a
violation with respect to the operation of the related
Mortgaged Property that would, directly or indirectly, or
with the passage of time have a material adverse impact on
the related Mortgaged Property's ability to accept and/or
retain patients or residents, as the case may be, modify,
limit or annul the related Mortgaged Property's licenses,
permits or authorizations or affect the related Borrower or
operator, as the case may be, with respect to its operation
of the related Mortgaged Property's continued participation
in Medicaid or Medicare programs, if applicable, or any
successor program thereto;
v. With respect to the Long-Term Care Mortgage Loans, to the
Seller's knowledge, as of the Cut-off Date, the related
Borrower or operator, as the case may be, with respect to
its operation of the related Mortgaged Property, the related
Mortgaged Property did not have outstanding a deficiency
requiring the declaration of "immediate jeopardy" (Level IV)
in applicable federal regulations, which have threatened the
related Borrower or operator, as the case may be, with
respect to the operation of the related Mortgaged Property
or the related Mortgaged Property's certification for
participation in Medicare or Medicaid, to the extent
applicable;
vi. As of the Cut-Off Date, the Seller has not received notice
that the related Borrower or related operator, as the case
may be, has failed to file within the time permitted,
including any extension thereof, all such Medicare,
Medicaid, or other similar program cost reports, if
applicable;
vii. As of the Cut-Off Date, the Seller has not received notice
that the related lease or related management contract, as
the case may be, if any, is not in full force and effect;
viii. With respect to the Long-Term Care Mortgage Loans, as of the
Cut-Off Date, the Seller has not received notice of a
material default, breach or violation under a related lease
or management contract that is uncured, or an event under a
related lease or management contract which, with the passage
of time or notice or the expiration of any grace or cure
period, would constitute a material default, breach, or
violation, that is uncured;
ix. With respect to the Long-Term Care Mortgage Loans, the
related Mortgage Loan documents, to the extent if any
permitted under applicable law, create a first lien security
interest in the certificates, licenses, permits and other
authorizations necessary and required by applicable law for
the use of the related Mortgaged Property, and if any such
certificate, license permits, or other authorizations are in
the name of a lessee or manager or an operator other than
the Borrower, such lessee or manager or operator has agreed,
to the extent if any permitted by law, under the related
Mortgage Loan documents that upon termination of the related
lease or management contract, as the case may be, to
surrender in favor of the related Borrower or mortgagee of
record with respect to the related Mortgage Loan, all such
certificates, licenses, permits, and other authorizations;
x. With respect to the Long-Term Care Mortgage Loans, as of the
Cut-Off Date, the Seller has not received notice that either
the related Borrower or operator, as the case may be, with
respect to its operation of the related Mortgaged Property
or the related Mortgaged Property is subject to a material
audit adjustment or material decrease in reimbursement with
respect to its participation in any third-party
reimbursement program or has been notified that any managed
care or other third-party reimbursement program contract is
being or has been canceled, not renewed, or downgraded or
that any such action is pending, threatened or contemplated;
<PAGE>
SCHEDULE A
----------
EXCEPTIONS TO REPRESENTATIONS AND
WARRANTIES OF SELLER REGARDING
THE INDIVIDUAL MORTGAGE LOANS
The following Mortgage Loans, as described, are excepted from the
representations and warranties contained in the corresponding paragraph in
Exhibit A:
7. Condition of Property; Condemnation. With respect to the MSMC Loan known
as Pleasanton Square II (Mortgage Loan No. 94), no engineering report has been
prepared.
25. Releases of Mortgaged Property. With respect to the MSMC Loan known as
300/310 (Mortgage Loan No. 158) and 349 Main Street (Mortgage Loan No. 159), the
release provisions provide that in order to release either of the Mortgaged
Properties, a maximum loan-to-value ratio of 74.5% for the remaining Mortgaged
Property securing such Mortgage Loan and payment of 62.5% of the outstanding
principal balance of the single note is required.
With respect to the MSMC Loan known as Elliot Bay Office Building (Mortgage
Loan No. 33), the release provisions provide for the release of an area
comprising 75 parking spaces as long as loan-to-value tests are met and the
borrower provides a substitute piece of land as security for the loan.
With respect to the MSMC Loan known as The WISCO Portfolio (Mortgage Loan
No.'s 27 - 32) (Holiday Inn - Fond du Lac, Comfort Suites - Appleton, Comfort
Suites - Madison, Budgetel - Madison, Holiday Inn - Osh Kosh, Budgetel - Fond du
Lac), the release provisions provide that in order to release any Mortgaged
Property, 125% of the allocated loan amount of the Mortgaged Property being
released is paid and a minimum of 1.77x DSCR for the remaining properties.
With respect to the MSMC Loan known as The Lembi Portfolio (Mortgage Loan
No.'s 1 - 13) (2677 Larkin Street, 645 Stockton Street, 1340-1390 Taylor Street,
1401 Jones Street, 1870 Pacific Avenue, 500 Stanyan Street, 2075-2079 Market
Street, 1290 20th Avenue, 78 Buchanan, 2095-2099 Market Street, 235-241 Church
Street, 1465 Burlingame, 252-258 Church Street), the release provisions provide
that to release the Mortgaged Property, 125% of the related property allocated
loan amount of the Mortgage Property being released is paid and a DSCR, the
greater of (a) the DSCR of all properties immediately prior to the release and
(b) 1.25x for the remaining properties is required.
With respect to the MSMC Loan known as Days Inn Tacoma (Mortgage Loan No.
154), the release provisions provide for partial release of the property but do
not require the payment of a release price.
<PAGE>
SCHEDULE B
----------
EXCEPTIONS TO REPRESENTATIONS AND
WARRANTIES OF SELLER REGARDING
JUNIOR LIENS ON MORTGAGED PROPERTIES
31. Junior Liens. With respect to the MSMC Loan known as Super 8 - Madison,
WI (Mortgage Loan No. 206), the Mortgaged Property may be encumbered by secured
subordinate financing.
<PAGE>
EXHIBIT R-2
-----------
MORTGAGE LOAN PURCHASE AGREEMENT
REPRESENTATIONS AND WARRANTIES FOR
CONTITRADE SERVICES L.L.C.
(Representations and Warranties with respect to Conti Loans)
1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule was complete, true and correct in all material respects as of the
Cut-off Date.
2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans and has
validly and effectively conveyed (or caused to be conveyed) to the Purchaser or
its designee all of the Seller's legal and beneficial interest in and to the
Mortgage Loans free and clear of any and all pledges, liens, charges, security
interests and/or other encumbrances. The sale of the Mortgage Loans to the
Purchaser or its designee does not require the Seller to obtain any governmental
or regulatory approval or consent that has not been obtained.
3. Payment Record. No scheduled payment of principal and interest under any
Mortgage Loan was 30 days or more past due as of the Cut-off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date.
4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d) materially interferes with the security
intended to be provided by such Mortgage, the marketability or current use of
the Mortgaged Property or the current ability of the Mortgaged Property to
generate operating income sufficient to service the Mortgage Loan debt (the
foregoing items (a) through (d) being herein referred to as the "Permitted
Encumbrances"). The related assignment of such Mortgage executed and delivered
in favor of the Trustee is in recordable form and constitutes a legal, valid and
binding assignment, sufficient to convey to the assignee named therein all of
the assignor's right, title and interest in, to and under such Mortgage. Such
Mortgage, together with any separate security agreements, chattel mortgages or
equivalent instruments, establishes and creates a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable security interest in
favor of the holder thereof in all of the related Mortgagor's tangible personal
property used in, and reasonably necessary to operate, the related Mortgaged
Property. A Uniform Commercial Code financing statement has been filed and/or
recorded in all places necessary to perfect a valid security interest in such
personal property, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.
5. Assignment of Leases and Rents. The Assignment of Leases set forth in
the Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and, subject to the exceptions set
forth in paragraph 13 below, enforceable first priority lien and first priority
security interest in the related Mortgagor's interest in all leases, sub-leases,
licenses or other agreements pursuant to which any person is entitled to occupy,
use or possess all or any portion of the real property subject to the related
Mortgage and Permitted Encumbrances, and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases,
not included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, canceled, rescinded or subordinated in whole or in material part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in material part, nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination, rescission
or release, except for any partial reconveyances of real property which are
included in the related Mortgage File. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any material respect, except by written instruments, all of which are
included in the related Mortgage File.
7. Condition of Property; Condemnation. Except as set forth in an
engineering report prepared in connection with the origination of the related
Mortgage Loan (and with respect to the Mortgage Loans described in Schedule A
hereto, either no report was prepared or a more limited report was prepared),
each Mortgaged Property is, to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for the
related Mortgage Loan. The Seller has received no notice of the commencement of
any proceeding for the condemnation of all or any material portion of any
Mortgaged Property. To the Seller's knowledge (based on surveys and/or title
insurance obtained in connection with the origination of the Mortgage Loans), as
of the date of the origination of each Mortgage Loan, all of the material
improvements on the related Mortgaged Property which were considered in
determining the appraised value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of such property, except for
encroachments that are insured against by the lender's title insurance policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.
8. Title Insurance. Each Mortgaged Property is covered by an American Land
Title Association (or an equivalent form of) lender's title insurance policy
(the "Title Policy") not less than the original principal amount of the related
Mortgage Loan after all advances of principal. Each Title Policy insures that
the related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the exceptions stated therein (or in an escrow letter or a
marked up title insurance commitment on which the required premium has been paid
exists which evidences that such Title Policy will be issued). Each Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and no material claims
have been made thereunder and no claims have been paid thereunder. No holder of
the related Mortgage has done, by act or omission, anything that would
materially impair the coverage under such Title Policy. Immediately following
the transfer and assignment of the related Mortgage Loan to the Trustee, such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) will inure to the benefit of the Trustee without the consent of or
notice to the insurer. To the Seller's knowledge, the insurer issuing such Title
Policy is qualified to do business in the jurisdiction in which the related
Mortgaged Property is located.
9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been materially complied with on or
before the Closing Date have been complied with, or any such funds so escrowed
have not been released.
10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.
11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.
12. Environmental Conditions. An environmental site assessment was
performed (and with respect to the Mortgage Loans described in Schedule A
hereto, a more limited environmental site assessment was conducted) with respect
to each Mortgaged Property in connection with the origination of the related
Mortgage Loan, a report of each such assessment or limited review (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage or related agreement requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations. Where
such assessment or limited review disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) the related
Mortgagor was required either to provide additional security which may have
included the escrow of funds and/or to obtain an operations and maintenance
plan.
13. Loan Document Status. Each Mortgage Note, Mortgage and other agreement
that evidences or secures a Mortgage Loan and that was executed by or on behalf
of the related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally, and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and excluding provisions
relating to default interest, yield maintenance charges or prepayment premiums.
There is no valid defense, counterclaim or right of offset or rescission
available to the related Mortgagor with respect to such Mortgage Note, Mortgage
or other agreements.
14. Insurance. Except as set forth on Schedule A, all improvements upon the
related Mortgaged Property are, and are required pursuant to the related
Mortgage, to be insured by (a) a fire and extended perils insurance policy
providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, and
not less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of the buildings or other structures on Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured and requires prior notice to the holder of the Mortgage of termination
or cancellation. No such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. Each Mortgage obligates the
related Mortgagor to maintain all such insurance and, upon such Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor
from such Mortgagor. Each Mortgage provides that casualty insurance proceeds
will be applied either to the restoration or repair of the related Mortgaged
Property or to the reduction of the principal amount of the Mortgage Loan.
15. Taxes and Assessments. As of the Closing Date, there are no delinquent
or unpaid taxes or assessments (including assessments payable in future
installments), or other outstanding charges affecting any Mortgaged Property
which are or may become a lien of priority equal to or higher than the lien of
the related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered unpaid until the date on
which interest and/or penalties would be first payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.
17. Leasehold Estate. Except as set forth on Schedule A, each Mortgaged
Property consists of the related Mortgagor's fee simple estate in real estate
or, if the related Mortgage Loan is secured in whole or in part by the interest
of a Mortgagor as a lessee under a ground lease of a Mortgaged Property (a
"Ground Lease"), by the related Mortgagor's interest in the Ground Lease but not
by the related fee interest in such Mortgaged Property (the "Fee Interest"):
(i) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease (or the related estoppel letter or
lender protection agreement between the Seller and related lessor)
permits the current use of the Mortgaged Property and permits the
interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the payment
terms of such Ground Lease since the origination of the related
Mortgage Loan, with the exception of material changes reflected in
written instruments that are a part of the related Mortgage File;
(ii) The lessee's interest in such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than Permitted Encumbrances;
(iii) The Mortgagor's interest in such Ground Lease is assignable to the
Purchaser and its successors and assigns upon notice to, but
without the consent of, the lessor thereunder (or, if such consent
is required, it has been obtained prior to the Closing Date) and,
in the event that it is so assigned, is further assignable by the
Purchaser and its successors and assigns upon notice to, but
without the need to obtain the consent of, such lessor;
(iv) Such Ground Lease is in full force and effect, and the Seller has
received no notice that an event of default has occurred
thereunder, and, to the Seller's knowledge, there exists no
condition that, but for the passage of time or the giving of
notice, or both, would result in an event of default under the
terms of such Ground Lease;
(v) Such Ground Lease, or an estoppel letter or other agreement, (A)
requires the lessor under such Ground Lease to give notice of any
default by the lessee to the holder of the Mortgage; and (B)
provides that no notice of termination given under such Ground
Lease is effective against the holder of the Mortgage unless a copy
of such notice has been delivered to such holder and the lessor has
offered to enter into a new lease with such holder on terms that do
not materially vary from the economic terms of the Ground Lease.
(vi) A mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of
the lessee under such Ground Lease) to cure any default under such
Ground Lease, which is curable after the receipt of notice of any
such default, before the lessor thereunder may terminate such
Ground Lease;
(vii) Such Ground Lease has an original term (including any extension
options set forth therein) which extends not less than ten years
beyond the Stated Maturity Date of the related Mortgage Loan;
(viii) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds other than in
respect of a total or substantially total loss or taking, will be
applied either to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee (or a trustee
appointed by it under the related Mortgage) having the right to
hold and disburse such proceeds as the repair or restoration
progresses (except in such cases where a provision entitling
another party to hold and disburse such proceeds would not be
viewed as commercially unreasonable by a prudent commercial
mortgage lender), or to the payment of the outstanding principal
balance of the Mortgage Loan together with any accrued interest
thereon;
(ix) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by prudent
commercial mortgage lenders in the lending area where the Mortgaged
Property is located; and
(x) such Ground Lease requires the lessor to enter into a new lease
upon termination of such Ground Lease for any reason, including
rejection of such Ground Lease in a bankruptcy proceeding.
18. Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date required to be deposited or paid
have been so deposited or paid.
19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80 percent of the original principal balance of
the Mortgage Loan or (ii) at the Closing Date at least equal to 80 percent of
the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).
20. Mortgage Loan Modifications. Any Mortgage Loan that was "significantly
modified" prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code either (a) was modified as a result of the default or
reasonably foreseeable default of such Mortgage Loan or (b) satisfies the
provisions of either clause (a)(i) of paragraph 19 (substituting the date of the
last such modification for the date the Mortgage Loan was originated) or clause
(a)(ii) of paragraph 19, including the proviso thereto.
21. Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner or lessee of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.
22. No Mechanics' Liens. As of the date of origination of such Mortgage
Loan and, to the knowledge of the Seller, as of the Closing Date, each Mortgaged
Property was free and clear of any mechanics' and materialmen's liens that are
prior or equal to the lien of the related Mortgage, except for liens insured
against by the related Title Policy referred to herein.
23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
24. Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.
25. Releases of Mortgaged Property. Except (i) for the release of a portion
of the Mortgaged Property which was contemplated at origination of the Mortgage
Loan and such portion was not material to underwriting such Mortgage Loan, or
(ii) as described in the next sentence, no Mortgage Note or Mortgage requires
the mortgagee to release all or any material portion of the related Mortgaged
Property from the lien of the related Mortgage except upon payment in full of
all amounts due under the related Mortgage Loan. The Mortgages relating to those
Mortgage Loans (including cross-collateralized loans) identified on Schedule A
hereto require the mortgagee to grant releases of portions of the related
Mortgaged Properties upon (unless otherwise specified on Schedule A hereto) (a)
the satisfaction of certain legal and underwriting requirements and (b) the
payment of a release price or substitution of other permitted collateral in
connection therewith.
26. Defeasance Provisions. Any Mortgage Loan which contains a provision for
any defeasance of mortgage collateral either (A) requires the consent of the
holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no
earlier than two years after the Closing Date (as defined in the Pooling and
Servicing Agreement, dated as of July 1, 1998), (ii) only with substitute
collateral constituting "government securities" within the meaning of Treas.
Reg. ss. 1.86OG-2(a)(8)(i), and (iii) only to facilitate the disposition of the
Mortgaged Property and not as a part of an arrangement to collateralize a REMIC
offering with obligations that are not real estate mortgages.
27. No Equity Participation or Contingent Interest. Except as set forth on
Schedule A, no Mortgage Loan contains any equity participation by the Seller or
provides for negative amortization or for any contingent or additional interest
in the form of participation in the cash flow of the related Mortgaged Property.
28. No Material Default. To the Seller's best knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.
29. Inspections. Except for the Conti Small Loans set forth on Schedule A,
the Seller (or if the Seller is not the originator, the originator of the
Mortgage Loan) has inspected or caused to be inspected each Mortgaged Property
in connection with the origination of the related Mortgage Loan.
30. Local Law Compliance. To the Seller's knowledge, based on opinions of
counsel, endorsements of title insurance or due diligence considered reasonable
by prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination.
31. Junior Liens. Except as otherwise set forth on Schedule B, none of the
Mortgage Loans permits the related Mortgaged Property to be encumbered by any
lien junior to or of equal priority with the lien of the related Mortgage
without the prior written consent of the holder thereof or the satisfaction of
debt service coverage or similar criteria specified therein. Except as otherwise
set forth on Schedule B, the Seller has no knowledge that any of the Mortgaged
Properties is encumbered by any lien junior to the lien of the related Mortgage.
32. Actions Concerning Mortgaged Property. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgage Loan or the
validity or enforceability of the related Mortgage or that might if determined
adversely, materially and adversely affect the value of the Mortgaged Property
as security for the Mortgage Loan or the use for which the premises were
intended.
33. Servicing. The servicing and collection practices used by the Seller
have been in all material respects legal, proper and prudent and have met
customary industry standards.
34. Licenses and Permits. To the Seller's knowledge, based on due diligence
that it customarily performs in the origination of comparable mortgage loans, as
of the date of origination or promptly thereafter of each Mortgage Loan, (i) the
related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgage Property as it was then operated and (ii) if a related
Mortgaged Property is improved by a skilled nursing, congregate care or assisted
living facility, the most recent inspection or survey by governmental
authorities having jurisdiction in connection with such licenses, permits and
authorizations did not cite such Mortgaged Property for material violations
(which shall include only "Level IV" (or equivalent) violations in the case of
skilled nursing facilities) that had not been cured or as to which a plan of
correction had not been submitted to and accepted by such governmental
authorities. To the extent such facility participates in Medicaid or Medicare,
the Seller has not received any notice that such facility is not in compliance
in all material respects with the requirements of such program, such that such
facility's continued participation in such program be adversely affected.
35. Leasehold Estate and Fee Interest. If any Mortgage Loan is secured in
whole or in part by the interest of the related Mortgagor under a Ground Lease
and by the Fee Interest of the Ground Lessor:
a. Such Fee Interest is subject, and subordinated of record, to the
related Mortgage; and the related Mortgage does not by its terms
provide that it will be subordinated to the lien of any other mortgage
or other lien upon such Fee Interest; and
b. Upon occurrence of a default under the terms of the related Mortgage
by the Mortgagor, the mortgagee has the right to foreclose upon or
otherwise exercise its rights with respect to such Fee Interest within
a period of time that would not have been viewed, as of the date of
origination, as commercially unreasonable by a prudent commercial
mortgage lender.
36. Fixed Rate Loans. Except as set forth on Schedule A, each Mortgage Loan
bears interest at a rate that remains fixed throughout the remaining term of
such Mortgage Loan, except for the imposition of a default rate and, with
respect to the ARD Loans, the increase in the interest rate as of the
Anticipated Repayment Date.
37. Single Purpose Entity. The Mortgagor on each Mortgage Loan that,
individually or together with the Mortgage Loans of affiliated Mortgagors,
represented 2% or more of the Initial Pool Balance, was, as of the origination
of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single
Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide or which is subject to covenants in the related
loan documents substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgaged Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity, separate
and apart from any other person.
38. Due-on-Sale. Subject to a one-time (or, in the case of certain Mortgage
Loans, a multiple-time) transfer right allowed in accordance with certain
provisions set forth in the Mortgage securing each Mortgage Loan, such Mortgage
contains a "due-on-sale" clause that provides for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
prior written consent of the holder, the Mortgaged Property subject to such
Mortgage, or any interest therein, is directly or transferred or sold.
39. Healthcare Loans. With respect to the Healthcare Loans.
i. If the related Mortgaged Property is improved by a skilled nursing,
congregate care or assisted living facility (a "Long-Term Care
Mortgage Loan"), as of the Cut-Off Date, the facility located on the
related Mortgaged Property had all certificates, licenses and
permits required by applicable law for the operation of such
facility and, to the extent such facility participates in Medicaid,
Medicare or other similar programs, such facility held a valid
certification for such participation, appropriate for the level of
care provided at such facility;
ii. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, to the knowledge of the Seller, the related Borrower or
operator, as the case may be, with respect to its operation of the
related Mortgaged Property or the related Mortgaged Property was in
material compliance with all applicable laws, regulations, quality
and safety standards and requirements of the applicable state
department of health (each, a "DOH") and all other applicable state
or federal governmental authorities, and the related Mortgage Loan
documents required that so long as the related Mortgage Loan remains
outstanding the related Mortgaged Property shall be operated in
compliance with such applicable laws and requirements in all
materials respects;
iii. Except as set forth on Schedule C, with respect to the Long-Term
Care Mortgage Loans, the related Mortgage Loan documents provided
that so long as the related Mortgage Loan remains outstanding, the
related Mortgaged Property shall be operated in such a manner that
all required licenses, permits and authorizations shall remain in
full force and effect, and that without the lender's consent, all
required licenses, permits and authorizations may not be (A)
transferred to any location other than the Mortgaged Property or (B)
pledged as collateral for any other loan or indebtedness (other than
another Mortgage Loan) and so long as the related Mortgage Loan
remains outstanding, the Borrower may not without the lender's
consent (Y) rescind, withdraw, revoke, amend, modify, supplement or
otherwise materially alter the nature, tenor or scope of the
certificate of need (if applicable) for the related Mortgaged
Property, or (Z) terminate, materially modify, or materially amend a
lease or management contract, as the case may be, in effect with
respect to the related Mortgaged Property;
iv. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, the Seller has not received notice of a violation with respect
to the operation of the related Mortgaged Property that would,
directly or indirectly, or with the passage of time have a material
adverse impact on the related Mortgaged Property's ability to accept
and/or retain patients or residents, as the case may be, modify,
limit or annul the related Mortgaged Property's licenses, permits or
authorizations or affect the related Borrower or operator, as the
case may be, with respect to its operation of the related Mortgaged
Property's continued participation in Medicaid or Medicare programs,
if applicable, or any successor program thereto;
v. With respect to the Long-Term Care Mortgage Loans, to the Seller's
knowledge, as of the Cut-off Date, the related Borrower or operator,
as the case may be, with respect to its operation of the related
Mortgaged Property, the related Mortgaged Property did not have
outstanding a deficiency requiring the declaration of "immediate
jeopardy" (Level IV) in applicable federal regulations, which have
threatened the related Borrower or operator, as the case may be,
with respect to the operation of the related Mortgaged Property or
the related Mortgaged Property's certification for participation in
Medicare or Medicaid, to the extent applicable;
vi. As of the Cut-Off Date, the Seller has not received notice that the
related Borrower or related operator, as the case may be, has failed
to file within the time permitted, including any extension thereof,
all such Medicare, Medicaid, or other similar program cost reports,
if applicable;
vii. As of the Cut-Off Date, the Seller has not received notice that the
related lease or related management contract, as the case may be, if
any, is not in full force and effect;
viii. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, the Seller has not received notice of a material default,
breach or violation under a related lease or management contract
that is uncured, or an event under a related lease or management
contract which, with the passage of time or notice or the expiration
of any grace or cure period, would constitute a material default,
breach, or violation, that is uncured;
ix. With respect to the Long-Term Care Mortgage Loans, the related
Mortgage Loan documents, to the extent if any permitted under
applicable law, create a first lien security interest in the
certificates, licenses, permits and other authorizations necessary
and required by applicable law for the use of the related Mortgaged
Property, and if any such certificate, license permits, or other
authorizations are in the name of a lessee or manager or an operator
other than the Borrower, such lessee or manager or operator has
agreed, to the extent if any permitted by law, under the related
Mortgage Loan documents that upon termination of the related lease
or management contract, as the case may be, to surrender in favor of
the related Borrower or mortgagee of record with respect to the
related Mortgage Loan, all such certificates, licenses, permits, and
other authorizations;
x. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, the Seller has not received notice that either the related
Borrower or operator, as the case may be, with respect to its
operation of the related Mortgaged Property or the related Mortgaged
Property is subject to a material audit adjustment or material
decrease in reimbursement with respect to its participation in any
third-party reimbursement program or has been notified that any
managed care or other third-party reimbursement program contract is
being or has been canceled, not renewed, or downgraded or that any
such action is pending, threatened or contemplated;
<PAGE>
SCHEDULE A
----------
EXCEPTIONS TO REPRESENTATIONS AND
WARRANTIES OF SELLER REGARDING
THE INDIVIDUAL MORTGAGE LOANS
The following Mortgage Loans, as described, are excepted from the
representations and warranties contained in the corresponding paragraph in
Exhibit A:
7. Condition of Property; Condemnation.
With respect to the Mortgage Loans originated under the Conti Small Loan
Program, no engineering reports on the related Mortgaged Properties have been
prepared.
12. Environmental Conditions. With respect to the Mortgage Loans originated
under the Conti Small Loan Program, either no environmental reviews or only
limited environmental reviews were conducted on the related Mortgaged
Properties.
14. Insurance. With respect to certain of the Conti Mortgage Loans, the
tenant may self-insure the related Mortgaged Property.
17. Leasehold Estate. With respect to the Conti Mortgage Loan known as
Tustin Square (Mortgage Loan No. 117):
Paragraph 17(iii), (ix). The consent of the ground lessor is required for
any assignment or sublease of the Mortgaged Property by the ground lessee;
however, the ground lessee has the unrestricted right to sublease individual
spaces to tenants.
Paragraph 17(v). The ground lease does not require the ground lessor to
enter into a new lease with the lender in the event of termination of the ground
lease.
Paragraph 17(viii). The mortgagee (or a trustee appointed by it under the
related Mortgage) does not have the right to hold and disburse any insurance
proceeds as the repair or restoration progresses.
With respect to the Conti Mortgage Loan known as Bentley Mall (Mortgage
Loan No. ):
The lender has financed a sub-ground lease, which incorporates all terms
and conditions of the ground lease. The ground lessor on the over-lease is an
entity related to the borrower.
Paragraph 17(vii). The Mortgage Loan has a stated maturity date of
6/1/2018, while the sub-lease terminates in 2017. However, the sublessee has
four successive options to extend the sub-lease term for five years per option.
Paragraph 17(viii). If a casualty occurs during the last two years of the
sublease term and the cost of restoration exceeds 50% of the fair market value
of the Mortgaged Property, the sublessee may terminate the sublease and the
proceeds will be payable to the ground lessee and any mortgagee of the ground
lease.
25. Releases of Mortgaged Property.
With respect to the Conti Loans known as Jack in the Box (Mortgage Loan
Nos. 278-279), Hankin Industrial Portfolio No.1 (Westerfield Avenue, 1601 Hylton
Road and 1625 Hylton Road) (Mortgage Loan No. 101-103), Hankin Industrial
Portfolio No. 2 (1650 Sherman Avenue and 8290 National Highway) (Mortgage Loan
No. 99-100), Loop Inn (Mortgage Loan No. 146) Gallery Motel (Mortgage Loan No.
147), Foster-Richardson/Mt. Pleasant (Mortgage Loan Nos. 96 and 98), Pinnancle
Rest Home (Mortgage Loan No. 97), Poulsbo Business Park (Mortgage Loan No. 214),
North Kilsap Self-Storage (Mortgage Loan No. 213), the release provisions
provide that release of a portion of the Mortgaged Property is permitted upon
(a) the satisfaction of certain legal and underwriting requirements and (b) the
payment of a release price or substitution of other permitted collateral.
27. No Equity Participation or Contingent Interest. With respect to
Broadview Village (Mortgage Loan No. 22) and the Rooker Building (Mortgage Loan
No. 210), certain principals of the borrower are also principals in the lender
that originated such Mortgage Loan for ContiTrade's commercial conduit program.
As of the date hereof, principals of ContiTrade are not principals of the
borrower.
29. Inspections. With respect to Mortgage Loans originated under the Conti
Small Loan Program, the Seller (or the originator) has not inspected the related
Mortgaged Property or has performed limited inspections on the related Mortgaged
Property.
30. Fixed Rate Loans. With respect to the Conti Loan known as Silver Creek
Manor (Mortgage Loan No. 275), such Mortgage Loan bears interest at a rate which
is variable over the remaining term of such Mortgage Loan.
<PAGE>
SCHEDULE B
----------
EXCEPTIONS TO REPRESENTATIONS AND
WARRANTIES OF SELLER REGARDING
JUNIOR LIENS ON MORTGAGED PROPERTIES
31. Junior Liens. With respect to Conti Loans known as Deep Ellum Lofts
(Mortgage Loan No. 83), Executive Car Wash (Mortgage Loan No.'s 208-209), Dave's
Car Wash (Mortgage Loan No. 302), Blue Heron Car Wash (Mortgage Loan No. 306),
One First Avenue Warehouse (Mortgage Loan No. 160), Clean Machine Car Wash
(Mortgage Loan No. 168-170), Office Max - Bentley Mall (Mortgage Loan No. 198),
Roof Garden Court (Mortgage Loan No. 321) and Hillside Mobile Home Park
(Mortgage Loan No. 374), the related Mortgaged Property may be encumbered by
secured subordinate financing.
With respect to the Conti Loan known as Knollwood Center (Mortgage Loan No.
136), the Mortgage Loan permits its healthcare accounts receivables to be
financed.
The following Mortgage Loans have secured secondary financing in place, or
permit secured secondary financing in the future, with third-party lenders
subject to certain provisions:
Loan Nos. 241, Watson Centex-San Antonio, 245, Parkway Plaza, 246, Lantern
Plaza, 288, Westridge Shopping Center, 293, Monarch Bank Building, 304, Desert
Pine Apartments, 305, Watson Centex-Houston, 307, 30100 Crown Valcey Parkway,
326, 555 Broadway, 330, 1610 Broadway, 334, 1626 Logan Street, 335, TX Human
Serv. & Work Force Comm. Off., 337, 2906 North State Street Building, 343, 2059
E. Sahara Avenue, 344, 560 Virginia Way, 347, 512 Main Street, 349, 1920
Ledbetter Drive, 350, 2727-2745 Gundry Avenue, 352, 1400-1410 E. Florida, 354,
3200 Race Street, 356, 4201 Dimmitt Road, 357, 10660 Silicon Avenue, 358, 5401
Cherry Avenue, 359, 110 Adams Avenue, 360, Miss Meme's Kreative Kids Bldg., 361,
La Cansasta Furniture & Appliance Store, 363, 503 W. 26th Street, and 368, 6452
Nine Mile Bridge Road, permit secured, secondary financing within the lender's
sole discretion (which includes the ability to deny consent to such additional
financing at lender's sole discretion and to impose any requirements for consent
as it wishes.
<PAGE>
SCHEDULE C
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EXCEPTION TO REPRESENTATIONS AND WARRANTIES OF SELLER
REGARDING HEALTHCARE PROPERTIES
(ix) With respect to the Conti Loans known as Oxford Nursing Home and Home
Sweet Home, in which cases the borrower is the owner of the related Mortgaged
Property and leases the related health care facility to an operator, which
operator is the owner of the licenses to operate the facility, the mortgage loan
documents do not require the operator to transfer the licenses to the borrower
upon termination of the lease.
(iii) With respect to the Conti Loan know as Moore's Adult Care Facility,
the Mortgage Loan does not have a specific provision which states that the
Mortgaged Property shall be operated in such a manner that all required
licenses, permits and authorizations remain in full force and effect. The
Mortgage Loan documents do have provisions regarding the use, preservation and
maintenance of the Mortgaged Property including, compliance with all laws
relating to the Mortgaged Property and including the borrower's covenant that
the borrower shall fulfill and perform each and every term, covenant and
provision of any agreement which may constitute a license, permit or
authorization.
The Mortgaged Loan documents do not contain the language in the remainder
of the paragraph regarding phrases (A), (B), (Y) or (Z). The Mortgage Loan
documents do prohibit any changes in the use or zoning classification of the
Mortgaged Property without the lender's consent. and do prohibit the borrower
from terminating any agreement or amending the terms and provisions of any
agreement that may constitute a license, permit or authorization without the
lender's consent.
The related Mortgaged Property is a private pay facility which to the
knowledge of the Seller receives no state or federal assistance and does not
have any leases or management contracts in place as the facility is managed by
the owner/borrower. Accordingly, portions of this representation and warranty
are not applicable to the related Mortgage Loan.
<PAGE>
EXHIBIT R-3
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MORTGAGE LOAN PURCHASE AGREEMENT
REPRESENTATIONS AND WARRANTIES FOR
RED MOUNTAIN FUNDING, L.L.C.
(Representations and Warranties with respect to RMF Loans)
1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule was complete, true and correct in all material respects as of the
Cut-off Date.
2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Purchaser of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans and has
validly and effectively conveyed (or caused to be conveyed) to the Purchaser or
its designee all of the Seller's legal and beneficial interest in and to the
Mortgage Loans free and clear of any and all pledges, liens, charges, security
interests and/or other encumbrances. The sale of the Mortgage Loans to the
Purchaser or its designee does not require the Seller to obtain any governmental
or regulatory approval or consent that has not been obtained.
3. Payment Record. No scheduled payment of principal and interest under any
Mortgage Loan was 30 days or more past due as of the Cut-off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date.
4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, and (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d) materially interferes with the security
intended to be provided by such Mortgage, the marketability or current use of
the Mortgaged Property or the current ability of the Mortgaged Property to
generate operating income sufficient to service the Mortgage Loan debt (the
foregoing items (a) through (d) being herein referred to as the "Permitted
Encumbrances"). The related assignment of such Mortgage executed and delivered
in favor of the Trustee is in recordable form and constitutes a legal, valid and
binding assignment, sufficient to convey to the assignee named therein all of
the assignor's right, title and interest in, to and under such Mortgage. Such
Mortgage, together with any separate security agreements, chattel mortgages or
equivalent instruments, establishes and creates a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable security interest in
favor of the holder thereof in all of the related Mortgagor's tangible personal
property used in, and reasonably necessary to operate, the related Mortgaged
Property. A Uniform Commercial Code financing statement has been filed and/or
recorded in all places necessary to perfect a valid security interest in such
personal property, and such security interest is a first priority security
interest, subject to any prior purchase money security interest in such personal
property and any personal property leases applicable to such personal property.
Notwithstanding the foregoing, no representation is made as to the perfection of
any security interest in rents or other personal property to the extent that
possession or control of such items or actions other than the filing of Uniform
Commercial Code financing statements are required in order to effect such
perfection.
5. Assignment of Leases and Rents. The Assignment of Leases set forth in
the Mortgage and related to and delivered in connection with each Mortgage Loan
establishes and creates a valid, subsisting and, subject to the exceptions set
forth in paragraph 13 below, enforceable first priority lien and first priority
security interest in the related Mortgagor's interest in all leases, sub-leases,
licenses or other agreements pursuant to which any person is entitled to occupy,
use or possess all or any portion of the real property subject to the related
Mortgage and Permitted Encumbrances, and each assignor thereunder has the full
right to assign the same. The related assignment of any Assignment of Leases,
not included in a Mortgage, executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Assignment of Leases.
6. Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, canceled, rescinded or subordinated in whole or in material part, and
the related Mortgaged Property has not been released from the lien of such
Mortgage, in whole or in material part, nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination, rescission
or release, except for any partial reconveyances of real property which are
included in the related Mortgage File. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any material respect, except by written instruments, all of which are
included in the related Mortgage File.
7. Condition of Property; Condemnation. Except as set forth in an
engineering report prepared in connection with the origination of the related
Mortgage Loan (and with respect to the Mortgage Loans described in Schedule A
hereto, either no report was prepared or a more limited report was prepared),
each Mortgaged Property is, to the Seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for the
related Mortgage Loan. The Seller has received no notice of the commencement of
any proceeding for the condemnation of all or any material portion of any
Mortgaged Property. To the Seller's knowledge (based on surveys and/or title
insurance obtained in connection with the origination of the Mortgage Loans), as
of the date of the origination of each Mortgage Loan, all of the material
improvements on the related Mortgaged Property which were considered in
determining the appraised value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of such property, except for
encroachments that are insured against by the lender's title insurance policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.
8. Title Insurance. Each Mortgaged Property is covered by an American Land
Title Association (or an equivalent form of) lender's title insurance policy
(the "Title Policy") not less than the original principal amount of the related
Mortgage Loan after all advances of principal. Each Title Policy insures that
the related Mortgage is a valid first priority lien on such Mortgaged Property,
subject only to the exceptions stated therein (or in an escrow letter or a
marked up title insurance commitment on which the required premium has been paid
exists which evidences that such Title Policy will be issued). Each Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and no material claims
have been made thereunder and no claims have been paid thereunder. No holder of
the related Mortgage has done, by act or omission, anything that would
materially impair the coverage under such Title Policy. Immediately following
the transfer and assignment of the related Mortgage Loan to the Trustee, such
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) will inure to the benefit of the Trustee without the consent of or
notice to the insurer. To the Seller's knowledge, the insurer issuing such Title
Policy is qualified to do business in the jurisdiction in which the related
Mortgaged Property is located.
9. No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement and as to disbursements of any funds
escrowed for such purpose that were to have been materially complied with on or
before the Closing Date have been complied with, or any such funds so escrowed
have not been released.
10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.
11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Purchaser or any transferee thereof
except in connection with a trustee's sale after default by the related
Mortgagor or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.
12. Environmental Conditions. An environmental site assessment was
performed (and with respect to the Mortgage Loans described in Schedule A
hereto, a more limited environmental site assessment was conducted) with respect
to each Mortgaged Property in connection with the origination of the related
Mortgage Loan, a report of each such assessment or limited review (an
"Environmental Report") has been delivered to the Purchaser, and the Seller has
no knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in such report. Each
Mortgage or related agreement requires the related Mortgagor to comply with all
applicable federal, state and local environmental laws and regulations. Where
such assessment or limited review disclosed the existence of a material and
adverse environmental condition or circumstance affecting any Mortgaged
Property, (i) a party not related to the Mortgagor was identified as the
responsible party for such condition or circumstance or (ii) the related
Mortgagor was required either to provide additional security which may have
included the escrow of funds and/or to obtain an operations and maintenance
plan.
13. Loan Document Status. Each Mortgage Note, Mortgage and other agreement
that evidences or secures a Mortgage Loan and that was executed by or on behalf
of the related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally, and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and excluding provisions
relating to default interest, yield maintenance charges or prepayment premiums.
There is no valid defense, counterclaim or right of offset or rescission
available to the related Mortgagor with respect to such Mortgage Note, Mortgage
or other agreements.
14. Insurance. Except as set forth on Schedule A, all improvements upon the
related Mortgaged Property are, and are required pursuant to the related
Mortgage, to be insured by (a) a fire and extended perils insurance policy
providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, and
not less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property; (c) a flood insurance policy (if any
portion of the buildings or other structures on Mortgaged Property are located
in an area identified by the Federal Emergency Management Agency as having
special flood hazards); and (d) a comprehensive general liability insurance
policy in amounts as are generally required by commercial mortgage lenders, and
in any event not less than $1 million per occurrence. Such insurance policy
contains a standard mortgagee clause that names the mortgagee as an additional
insured and requires prior notice to the holder of the Mortgage of termination
or cancellation. No such notice has been received, including any notice of
nonpayment of premiums, that has not been cured. Each Mortgage obligates the
related Mortgagor to maintain all such insurance and, upon such Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at the Mortgagor's cost and expense and to seek reimbursement therefor
from such Mortgagor. Each Mortgage provides that casualty insurance proceeds
will be applied either to the restoration or repair of the related Mortgaged
Property or to the reduction of the principal amount of the Mortgage Loan.
15. Taxes and Assessments. As of the Closing Date, there are no delinquent
or unpaid taxes or assessments (including assessments payable in future
installments), or other outstanding charges affecting any Mortgaged Property
which are or may become a lien of priority equal to or higher than the lien of
the related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered unpaid until the date on
which interest and/or penalties would be first payable thereon.
16. Mortgagor Bankruptcy. No Mortgagor is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.
17. Leasehold Estate. Except as set forth on Schedule A, each Mortgaged
Property consists of the related Mortgagor's fee simple estate in real estate
or, if the related Mortgage Loan is secured in whole or in part by the interest
of a Mortgagor as a lessee under a ground lease of a Mortgaged Property (a
"Ground Lease"), by the related Mortgagor's interest in the Ground Lease but not
by the related fee interest in such Mortgaged Property (the "Fee Interest"):
(i) Such Ground Lease or a memorandum thereof has been or will be duly
recorded; such Ground Lease (or the related estoppel letter or
lender protection agreement between the Seller and related lessor)
permits the current use of the Mortgaged Property and permits the
interest of the lessee thereunder to be encumbered by the related
Mortgage; and there has been no material change in the payment
terms of such Ground Lease since the origination of the related
Mortgage Loan, with the exception of material changes reflected in
written instruments that are a part of the related Mortgage File;
(ii) The lessee's interest in such Ground Lease is not subject to any
liens or encumbrances superior to, or of equal priority with, the
related Mortgage, other than Permitted Encumbrances;
(iii) The Mortgagor's interest in such Ground Lease is assignable to the
Purchaser and its successors and assigns upon notice to, but
without the consent of, the lessor thereunder (or, if such consent
is required, it has been obtained prior to the Closing Date) and,
in the event that it is so assigned, is further assignable by the
Purchaser and its successors and assigns upon notice to, but
without the need to obtain the consent of, such lessor;
(iv) Such Ground Lease is in full force and effect, and the Seller has
received no notice that an event of default has occurred
thereunder, and, to the Seller's knowledge, there exists no
condition that, but for the passage of time or the giving of
notice, or both, would result in an event of default under the
terms of such Ground Lease;
(v) Such Ground Lease, or an estoppel letter or other agreement, (A)
requires the lessor under such Ground Lease to give notice of any
default by the lessee to the holder of the Mortgage; and (B)
provides that no notice of termination given under such Ground
Lease is effective against the holder of the Mortgage unless a copy
of such notice has been delivered to such holder and the lessor has
offered to enter into a new lease with such holder on terms that do
not materially vary from the economic terms of the Ground Lease.
(vi) A mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of
the lessee under such Ground Lease) to cure any default under such
Ground Lease, which is curable after the receipt of notice of any
such default, before the lessor thereunder may terminate such
Ground Lease;
(vii) Such Ground Lease has an original term (including any extension
options set forth therein) which extends not less than ten years
beyond the Stated Maturity Date of the related Mortgage Loan;
(viii) Under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds other than in
respect of a total or substantially total loss or taking, will be
applied either to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee (or a trustee
appointed by it under the related Mortgage) having the right to
hold and disburse such proceeds as the repair or restoration
progresses (except in such cases where a provision entitling
another party to hold and disburse such proceeds would not be
viewed as commercially unreasonable by a prudent commercial
mortgage lender), or to the payment of the outstanding principal
balance of the Mortgage Loan together with any accrued interest
thereon;
(ix) Such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by prudent
commercial mortgage lenders in the lending area where the Mortgaged
Property is located; and
(x) such Ground Lease requires the lessor to enter into a new lease
upon termination of such Ground Lease for any reason, including
rejection of Such Ground Lease in a bankruptcy proceeding.
18. Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date required to be deposited or paid
have been so deposited or paid.
19. LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated at least equal to 80 percent of the original principal balance of
the Mortgage Loan or (ii) at the Closing Date at least equal to 80 percent of
the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).
20. Mortgage Loan Modifications. Any Mortgage Loan that was "significantly
modified" prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code either (a) was modified as a result of the default or
reasonably foreseeable default of such Mortgage Loan or (b) satisfies the
provisions of either clause (a)(i) of paragraph 19 (substituting the date of the
last such modification for the date the Mortgage Loan was originated) or clause
(a)(ii) of paragraph 19, including the proviso thereto.
21. Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner or lessee of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.
22. No Mechanics' Liens. As of the date of origination of such Mortgage
Loan and, to the knowledge of the Seller, as of the Closing Date, each Mortgaged
Property was free and clear of any mechanics' and materialmen's liens that are
prior or equal to the lien of the related Mortgage, except for liens insured
against by the related Title Policy referred to herein.
23. Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.
24. Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.
25. Releases of Mortgaged Property. Except (i) for the release of a portion
of the Mortgaged Property which was contemplated at origination of the Mortgage
Loan and such portion was not material to underwriting such Mortgage Loan, or
(ii) as described in the next sentence, no Mortgage Note or Mortgage requires
the mortgagee to release all or any material portion of the related Mortgaged
Property from the lien of the related Mortgage except upon payment in full of
all amounts due under the related Mortgage Loan. The Mortgages relating to those
Mortgage Loans (including cross-collateralized loans) identified on Schedule A
hereto require the mortgagee to grant releases of portions of the related
Mortgaged Properties upon (unless otherwise specified on Schedule A hereto) (a)
the satisfaction of certain legal and underwriting requirements and (b) the
payment of a release price or substitution of other permitted collateral in
connection therewith.
26. Defeasance Provisions. Any Mortgage Loan which contains a provision for
any defeasance of mortgage collateral either (A) requires the consent of the
holder of the Mortgage Loan to any defeasance, or (B) permits defeasance (i) no
earlier than two years after the Closing Date (as defined in the Pooling and
Servicing Agreement, dated as of July 1, 1998), (ii) only with substitute
collateral constituting "government securities" within the meaning of Treas.
Reg. ss. 1.86OG-2(a)(8)(i), and (iii) only to facilitate the disposition of the
Mortgaged Property and not as a part of an arrangement to collateralize a REMIC
offering with obligations that are not real estate mortgages.
27. No Equity Participation or Contingent Interest. Except as set forth on
Schedule A, no Mortgage Loan contains any equity participation by the Seller or
provides for negative amortization or for any contingent or additional interest
in the form of participation in the cash flow of the related Mortgaged Property.
28. No Material Default. To the Seller's best knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller in any of paragraphs 3, 7, 12,
14, 15, 16 and 17 of this Exhibit 2.
29. Inspections. Except for the Conti Small Loans set forth on Schedule A,
the Seller (or if the Seller is not the originator, the originator of the
Mortgage Loan) has inspected or caused to be inspected each Mortgaged Property
in connection with the origination of the related Mortgage Loan.
30. Local Law Compliance. To the Seller's knowledge, based on opinions of
counsel, endorsements of title insurance or due diligence considered reasonable
by prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination.
31. Junior Liens. Except as otherwise set forth on Schedule B, none of the
Mortgage Loans permits the related Mortgaged Property to be encumbered by any
lien junior to or of equal priority with the lien of the related Mortgage
without the prior written consent of the holder thereof or the satisfaction of
debt service coverage or similar criteria specified therein. Except as otherwise
set forth on Schedule B, the Seller has no knowledge that any of the Mortgaged
Properties is encumbered by any lien junior to the lien of the related Mortgage.
32. Actions Concerning Mortgaged Property. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgage Loan or the
validity or enforceability of the related Mortgage or that might if determined
adversely, materially and adversely affect the value of the Mortgaged Property
as security for the Mortgage Loan or the use for which the premises were
intended.
33. Servicing. The servicing and collection practices used by the Seller
have been in all material respects legal, proper and prudent and have met
customary industry standards.
34. Licenses and Permits. To the Seller's knowledge, based on due diligence
that it customarily performs in the origination of comparable mortgage loans, as
of the date of origination or promptly thereafter of each Mortgage Loan, (i) the
related Mortgagor was in possession of all material licenses, permits and
franchises required by applicable law for the ownership and operation of the
related Mortgage Property as it was then operated and (ii) if a related
Mortgaged Property is improved by a skilled nursing, congregate care or assisted
living facility, the most recent inspection or survey by governmental
authorities having jurisdiction in connection with such licenses, permits and
authorizations did not cite such Mortgaged Property for material violations
(which shall include only "Level IV" (or equivalent) violations in the case of
skilled nursing facilities) that had not been cured or as to which a plan of
correction had not been submitted to and accepted by such governmental
authorities. To the extent such facility participates in Medicaid or Medicare,
the Seller has not received any notice that such facility is not in compliance
in all material respects with the requirements of such program, such that such
facility's continued participation in such program be adversely affected.
35. Leasehold Estate and Fee Interest. If any Mortgage Loan is secured in
whole or in part by the interest of the related Mortgagor under a Ground Lease
and by the Fee Interest of the Ground Lessor:
a. Such Fee Interest is subject, and subordinated of record, to the
related Mortgage; and the related Mortgage does not by its terms
provide that it will be subordinated to the lien of any other mortgage
or other lien upon such Fee Interest; and
b. Upon occurrence of a default under the terms of the related Mortgage
by the Mortgagor, the mortgagee has the right to foreclose upon or
otherwise exercise its rights with respect to such Fee Interest within
a period of time that would not have been viewed, as of the date of
origination, as commercially unreasonable by a prudent commercial
mortgage lender.
36. Fixed Rate Loans. Except as set forth on Schedule A, each Mortgage Loan
bears interest at a rate that remains fixed throughout the remaining term of
such Mortgage Loan, except for the imposition of a default rate and, with
respect to the ARD Loans, the increase in the interest rate as of the
Anticipated Repayment Date.
37. Single Purpose Entity. The Mortgagor on each Mortgage Loan that,
individually or together with the Mortgage Loans of affiliated Mortgagors,
represented 2% or more of the Initial Pool Balance, was, as of the origination
of the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single
Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide or which is subject to covenants in the related
loan documents substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgaged Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person, and that it holds itself out as a legal entity, separate
and apart from any other person.
38. Due-on-Sale. Subject to a one-time (or, in the case of certain Mortgage
Loans, a multiple-time) transfer right allowed in accordance with certain
provisions set forth in the Mortgage securing each Mortgage Loan, such Mortgage
contains a "due-on-sale" clause that provides for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
prior written consent of the holder, the Mortgaged Property subject to such
Mortgage, or any interest therein, is directly or transferred or sold.
39. Healthcare Loans. With respect to the Healthcare Loans:
i. If the related Mortgaged Property is improved by a skilled nursing,
congregate care or assisted living facility (a "Long-Term Care
Mortgage Loan"), as of the Cut-Off Date, the facility located on the
related Mortgaged Property had all certificates, licenses and
permits required by applicable law for the operation of such
facility and, to the extent such facility participates in Medicaid,
Medicare or other similar programs, such facility held a valid
certification for such participation, appropriate for the level of
care provided at such facility;
ii. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, to the knowledge of the Seller, the related Borrower or
operator, as the case may be, with respect to its operation of the
related Mortgaged Property or the related Mortgaged Property was in
material compliance with all applicable laws, regulations, quality
and safety standards and requirements of the applicable state
department of health (each, a "DOH") and all other applicable state
or federal governmental authorities, and the related Mortgage Loan
documents required that so long as the related Mortgage Loan remains
outstanding the related Mortgaged Property shall be operated in
compliance with such applicable laws and requirements in all
materials respects;
iii. Except as set forth on Schedule C, with respect to the Long-Term
Care Mortgage Loans, the related Mortgage Loan documents provided
that so long as the related Mortgage Loan remains outstanding, the
related Mortgaged Property shall be operated in such a manner that
all required licenses, permits and authorizations shall remain in
full force and effect, and that without the lender's consent, all
required licenses, permits and authorizations may not be (A)
transferred to any location other than the Mortgaged Property or (B)
pledged as collateral for any other loan or indebtedness (other than
another Mortgage Loan) and so long as the related Mortgage Loan
remains outstanding, the Borrower may not without the lender's
consent (Y) rescind, withdraw, revoke, amend, modify, supplement or
otherwise materially alter the nature, tenor or scope of the
certificate of need (if applicable) for the related Mortgaged
Property, or (Z) terminate, materially modify, or materially amend a
lease or management contract, as the case may be, in effect with
respect to the related Mortgaged Property;
iv. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, the Seller has not received notice of a violation with respect
to the operation of the related Mortgaged Property that would,
directly or indirectly, or with the passage of time have a material
adverse impact on the related Mortgaged Property's ability to accept
and/or retain patients or residents, as the case may be, modify,
limit or annul the related Mortgaged Property's licenses, permits or
authorizations or affect the related Borrower or operator, as the
case may be, with respect to its operation of the related Mortgaged
Property's continued participation in Medicaid or Medicare programs,
if applicable, or any successor program thereto;
v. With respect to the Long-Term Care Mortgage Loans, to the Seller's
knowledge, as of the Cut-off Date, the related Borrower or operator,
as the case may be, with respect to its operation of the related
Mortgaged Property, the related Mortgaged Property did not have
outstanding a deficiency requiring the declaration of "immediate
jeopardy" (Level IV) in applicable federal regulations, which have
threatened the related Borrower or operator, as the case may be,
with respect to the operation of the related Mortgaged Property or
the related Mortgaged Property's certification for participation in
Medicare or Medicaid, to the extent applicable;
vi. As of the Cut-Off Date, the Seller has not received notice that the
related Borrower or related operator, as the case may be, has failed
to file within the time permitted, including any extension thereof,
all such Medicare, Medicaid, or other similar program cost reports,
if applicable;
vii. As of the Cut-Off Date, the Seller has not received notice that the
related lease or related management contract, as the case may be, if
any, is not in full force and effect;
viii. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, the Seller has not received notice of a material default,
breach or violation under a related lease or management contract
that is uncured, or an event under a related lease or management
contract which, with the passage of time or notice or the expiration
of any grace or cure period, would constitute a material default,
breach, or violation, that is uncured;
ix. With respect to the Long-Term Care Mortgage Loans, the related
Mortgage Loan documents, to the extent if any permitted under
applicable law, create a first lien security interest in the
certificates, licenses, permits and other authorizations necessary
and required by applicable law for the use of the related Mortgaged
Property, and if any such certificate, license permits, or other
authorizations are in the name of a lessee or manager or an operator
other than the Borrower, such lessee or manager or operator has
agreed, to the extent if any permitted by law, under the related
Mortgage Loan documents that upon termination of the related lease
or management contract, as the case may be, to surrender in favor of
the related Borrower or mortgagee of record with respect to the
related Mortgage Loan, all such certificates, licenses, permits, and
other authorizations;
x. With respect to the Long-Term Care Mortgage Loans, as of the Cut-Off
Date, the Seller has not received notice that either the related
Borrower or operator, as the case may be, with respect to its
operation of the related Mortgaged Property or the related Mortgaged
Property is subject to a material audit adjustment or material
decrease in reimbursement with respect to its participation in any
third-party reimbursement program or has been notified that any
managed care or other third-party reimbursement program contract is
being or has been canceled, not renewed, or downgraded or that any
such action is pending, threatened or contemplated;
<PAGE>
SCHEDULE A
----------
EXCEPTIONS TO REPRESENTATIONS AND
WARRANTIES OF SELLER REGARDING
THE INDIVIDUAL MORTGAGE LOANS
The following Mortgage Loans, as described, are excepted from the
representations and warranties contained in the corresponding paragraph in
Exhibit A:
17. Leasehold Estate.
With respect to the RMF Loans known as West Mesa (Mortgage Loan No. 20) and
Pickett (Mortgage Loan No. 21), the ground lessor cannot terminate the ground
lease unless the ground lessor gives the Lender notice and opportunity to cure
such default. There are no additional provisions requiring ground lessor to
enter into a new lease with the Lender.
(x) With respect to the RMF Loans, none of the Ground Leases requires the
lessor to enter into a new lease upon termination of such Ground Lease.
<PAGE>
EXHIBIT S-1
-----------
FORM OF POWER OF ATTORNEY FOR MASTER SERVICER
RECORDING REQUESTED BY:
AMRESCO Services L.P.
AND WHEN RECORDED MAIL TO:
AMRESCO Services L.P.
235 PeachTree Street N.E.
Suite 900
Atlanta, GA 30303
Attention: Commercial Mortgage Pass-Through Series 1998-CF1
Space above this line for Recorder's use
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
(SPECIAL)
KNOW ALL MEN BY THESE PRESENTS, that LASALLE NATIONAL BANK, as trustee for
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 1998-CF1 ("Trustee"), under that certain Pooling and Servicing Agreement
dated as of [August ___, 1998] (the "Pooling and Servicing Agreement"), does
hereby nominate, constitute and appoint AMRESCO Services L.P., as Master
Servicer under the Pooling and Servicing Agreement ("Pooling and Servicing
Agreement"), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:
To perform any and all acts which may be necessary or appropriate to enable
AMRESCO Services L.P. to service and administer the Mortgage Loans (as defined
in the Pooling and Servicing Agreement) in connection with the performance by
AMRESCO Services L.P. of its duties as Master Servicer under the Pooling and
Servicing Agreement, giving and granting unto AMRESCO Services L.P. full power
and authority to do and perform any and every act necessary, requisite, or
proper in connection with the foregoing and hereby ratifying, approving or
confirming all that AMRESCO Services L.P. shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be
executed as of this ___ day of [August], 1998.
LASALLE NATIONAL BANK, as trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF1
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
ALL-PURPOSE ACKNOWLEDGEMENT
---------------------------
)
)
)
On ______________ before me, ______________________________________________
Date Name and Title of Officer
(i.e., Your Name, Notary Public)
personally appeared ____________________________________________________________
Name(s) of Document Signer(s)
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
______________________________
Signature of Notary
(Affix seal in the above blank space)
<PAGE>
EXHIBIT S-2
-----------
FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER
RECORDING REQUESTED BY:
Lennar Partners, Inc.
AND WHEN RECORDED MAIL TO:
Lennar Partners, Inc.
760 North West 107th Avenue
Suite 400
Miami, Florida 33172
Attention: Legal Department
Space above this line for Recorder's use
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
(SPECIAL)
KNOW ALL MEN BY THESE PRESENTS, that LASALLE NATIONAL BANK, as trustee for
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 1998-CF1 ("Trustee"), under that certain Pooling and Servicing Agreement
dated as of August [___], 1998 (the "Pooling and Servicing Agreement"), does
hereby nominate, constitute and appoint Lennar Partners, Inc., as Special
Servicer under the Pooling and Servicing Agreement ("Pooling and Servicing
Agreement"), as its true and lawful attorney-in-fact for it and in its name,
place, stead and for its use and benefit:
To perform any and all acts which may be necessary or appropriate to enable
Lennar Partners, Inc. to service and administer the Mortgage Loans (as defined
in the Pooling and Servicing Agreement) in connection with the performance by
Lennar Partners, Inc. of its duties as Special Servicer under the Pooling and
Servicing Agreement, giving and granting unto Lennar Partners, Inc. full power
and authority to do and perform any and every act necessary, requisite, or
proper in connection with the foregoing and hereby ratifying, approving or
confirming all that Lennar Partners, Inc. shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be
executed as of this 1st day of August, 1998.
LASALLE NATIONAL BANK, as trustee for Morgan Stanley Capital I Inc., Commercial
Mortgage Pass-Through Certificates, Series 1998-CF1
By:________________________________
Name:______________________________
Title:_____________________________
<PAGE>
ALL-PURPOSE ACKNOWLEDGEMENT
---------------------------
)
)
)
On ______________ before me, ______________________________________________
Date Name and Title of Officer
(i.e., Your Name, Notary Public)
personally appeared ____________________________________________________________
Name(s) of Document Signer(s)
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
______________________________
Signature of Notary
(Affix seal in the above blank space)
<PAGE>
SCHEDULE I
----------
CONTITRADE MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan
No. Seller Group Property Name Address
--- ------ ----- ------------- -------
<S> <C> <C> <C> <C>
22 CT 1 Broadview Village Square Cermak Road & 17th Avenue
23 RMF 1 The Courville at Nashua & Villas at Nashua (2II) 22 Hunt Street/22.5 Hunt Street
24 RMF 1 Aynsley Place (2II) 80 Lake Street
25 RMF 1 The Courville at Manchester (2II) 44 West Webster Street
26 RMF 1 Carlyle Place (2II) 44 Route 101
27 MS 1 Holiday Inn-Fond du Lac, WI (2III) 625 West Rolling Meadows Drive
28 MS 1 Comfort Suites-Appleton, WI (2III) 3809 West Wisconsin Ave
29 MS 1 Comfort Suites-Madison, WI (2III) 1253 John Q. Hammons Drive
30 MS 1 Budgetel-Madison, WI (2III) 8102 Excelsior Drive
31 MS 1 Holiday Inn Express-Osh Kosh, WI (2III) 2251 Westowne Avenue
32 MS 1 Budgetel-Fond du Lac, WI (2III) 77 Holiday Lane
33 MS 1 Elliott Bay Office Park 300 Elliott Avenue W.
34 CT 1 The Cable Building 611 Broadway
35 CT 1 NationsBank Tower (2IV) 500 Chestnut Street
36 CT 1 Woodhaven Shopping Center (2IV) 4602-4654 South 14th Street
37 CT 1 Radford Hills Shopping Center (2IV) 800-900 North Judge Ely Boulevard
38 CT 1 Crossroads Shopping Center (2IV) 4102 Buffalo Gap Road
39 CT 1 Pioneer Square (2IV) 2302-2310 Lubbock Highway
40 CT 1 Mesa Verde Shopping Center (2IV) 2215 North Midland Drive
41 CT 1 Park Plaza Shopping Center (2IV) Austin Avenue and Coggin Avenue
42 CT 3 Cambridge Square Shopping Center 280 U.S. Highway 9 North
43 CT 1 Holiday Inn BayView Plaza 530 West Pico Boulevard
44 MS 1 Westbrook (2V) 5747 State Route 128
45 MS 1 Green Acres (2V) 6074 Deerfield Road
46 MS 1 Compton Hills (2V) 9109 Pippin Road
47 MS 1 Skymeadow (2V) 2169 Tuley Road
48 MS 1 Eastgate (2V) 1751 East Ohio Pike
49 MS 1 Lake Remington (2V) 70 Glendale-Milford Road
50 MS 1 Shady Terrace (2V) 724 Covert Run Pike
51 CT 1 Preston Place Apartments 5000 Old Shepard Place
52 CT 1 Pharmaceutical Formulations Building 460 Plainfield Avenue
53 CT 1 Bristol Market Place 1702 N. Bristol Street
54 CT 1 Heritage Square 14100-14160 Culver Drive
55 MS 1 Jockey Hollow Office Complex 1300 Mt. Kemble Ave.
56 RMF 2 Ashton Pointe Apartments 308 Frankford Avenue
57 RMF 1 Wedgewood Care Center 199 Community Drive
58 MS 3 River Oaks Apartments 20702 El Toro Road
59 RMF 1 Oakwood Nursing Home (2VI) 401 Witsell Street
60 RMF 1 Tanglewood Nursing Home (2VI) Third Street
61 RMF 1 Forsyth Nursing Home (2VI) 521 Cabiness Road
62 RMF 1 Hilltop Nursing Home (2VI) 4796 Highway 42 North
63 MS 1 Harrows Warehouse-Melville, NY (2VII) 270 Spagnoli Road
64 MS 1 Harrows Shopping Center-Centereach, NY (2VII) 1953 Middle Country Road
65 MS 1 Harrows Shopping Center-Lynbrook, NY (2VII) 831-839 Sunrise Highway
66 MS 1 Harrows Shopping Center-Patchogue, NY (2VII) 573 Sunrise Highway
67 CT 1 132 West 125th Street 132 West 125th Street
68 MS 1 Friendship Manor - Janesville (2VIII) 1918 North Washington Street
69 MS 1 Friendship Manor - Mayville (2VIII) 1091 Horicon Street
70 MS 1 Friendship Manor - North Hume (2VIII) 1316 North Hume Avenue
71 MS 1 Friendship Manor - West Mann (2VIII) 3013-3017 West Mann Road
72 MS 1 Friendship Manor - Hartford (2VIII) 109 Lone Oak Road
73 MS 1 Friendship Manor - Wisconsin Rapids (2VIII) 2511 Strawberry Lane
74 MS 1 Friendship Manor - Medford (2VIII) 509 Lemke Oak lane
75 MS 1 Friendship Manor - Fond du Lac (2VIII) 496 Wisconsin Court
76 MS 1 Friendship Manor - Shawano (2VIII) 844 Olsen Street
77 CT 1 Van Dorn Station 504-616 South Van Dorn Street
78 MS 1 Brooksedge Corporate Center Green Crest Drive
79 MS 1 Bayside Plaza 700 Airport Blvd.
80 CT 1 Transicoil 2560 General Armistead Avenue
81 MS 1 Holiday Inn-Lauderdale, FL 4116 North Ocean Boulevard
82 RMF 3 Highland Walk Apartments 6069 Norcross Tucker Road
83 CT 2 Deep Ellum Lofts 3300 Main Street, 3401 Commerce Street, 3311 Elm Street
84 MS 1 Galleries of Syracuse 415-447 South Salina Street
85 RMF 2 Sandlewood Apartments 6519 Mt. Zion Boulevard
86 MS 3 Emerald Pointe Apartments 8670 Camino Collegio
87 MS 1 Sheraton Inn-Columbus, GA 5351 Simons Boulevard
88 CT 1 Gardenside Shopping Center 2606 Zion Road
89 CT 1 Apple Valley Square Shopping Center 21510-21680 Bear Valley Road
90 CT 1 Abington Shopping Center (2B) Route 6
91 CT 1 Dunmore Shopping Center (2B) O'Neill Highway and Monahan Avenue
92 CT 1 Westland Plaza Shopping Center 5348 West 16th Avenue
93 CT 1 Blackburn Center Blackburn Drive
94 MS 1 Pleasanton Square II 5755- 6015 Johnson Drive
95 MS 3 West Garden Apartments 3011 West 76th Street
96 CT 1 Foster-Richardson Rest Home (2C) 176 Rest Home Road
97 CT 1 Pinnacle Rest Home (2C) Pinnacle Church Road
98 CT 1 Mount Pleasant Rest Home (2C) 8307 West U.S. Hwy. 421
99 CT 1 1650 Sherman Ave. (2IX) (2D) 1650 Sherman Ave.
100 CT 1 8290 National Highway (2IX) (2D) 8290 National Highway
101 CT 1 7101 Westfield Ave. (2X) (2D) 7101 Westfield Ave.
102 CT 1 1601 Hylton Road (2X) (2D) 1601 Hylton Road
103 CT 1 1625 Hylton Road (2X) (2D) 1625 Hylton Road
104 MS 3 Cranbrook III 955 Cranbrook Court
105 RMF 3 The Palms of Apalachee Apartments 2855 Apalachee Parkway
106 MS 1 Courtyard by Marriott-Naples, FL 3250 9th Street North
107 RMF 2 Columbia Arms Apartments 1600 Columbia Arms Circle
108 RMF 3 Palms of Magnolia 1112 So. Magnolia Drive
109 CT 1 Winds of Santa Fe 2660-2780 W. 76th Street
110 MS 1 225 Arizona Avenue 225 Arizona Avenue
111 CT 1 Battlefield Business Park 10503-10553 Battlefield Parkway and 7000 Infantry Ridge Rd.
112 CT 1 5 & 7 Allen Street (2XI) 5-7 Allen Street
113 CT 1 Lyme Road Office Building (2XI) 45 Lyme Road
114 RMF 2 Spring Valley Club Apartments 2121 Harrison Avenue
115 CT 1 Wolf Lake Industrial Center 3200 Sheffield Avenue
116 CT 1 Aura Systems, Inc. 2335 Alaska Ave. & 2330 Utah Ave.
117 CT 1 Tustin Square 1888-1944 N. Tustin Avenue
118 CT 1 The Market at Hobe Sound Shopping Center 8767-8947 S.E. Bridge Road
119 MS 1 Courtyard by Marriott-Springfield, OR 3443 Hutton Street
120 RMF 2 Highland Estates 27 Maypop Lane
121 MS 1 19 Crosby Drive 19 Crosby Drive
122 MS 3 Heritage House Apartments 515-545 Sycamore Lane
123 MS 1 Fairfield Inn-New Orleans Airport 1801 32nd Street
124 MS 1 Kearny Office Park 8304-8344 Clairemont Mesa
125 CT 1 Holiday Inn- Holidome 210 South Hollywood Road
126 CT 1 Oxford Nursing Home 689 Main Street
127 CT 1 Brandywine Village Shopping Center Route 322 N. Guthriesville Road
128 CT 1 Loop Inn (2E) 1 Rodgers Street
129 CT 1 Gallery Motel (2E) 2020 US Route 35 North
130 MS 3 Arnaz Arms Apartments 467 S. Arnaz Drive
131 CT 1 So. Calif. Institute of Arch. Building 5454 Beethoven Street
132 MS 3 Phoenix Court 11026 SE 240th St.
133 RMF 2 Wynstone Apartments 205 Millwood Drive
134 MS 1 Holiday Inn-Treasure Island, FL 10908 Gulf Boulevard
135 CT 1 Cedar Hills Shopping Center 10184 SW Parkway
136 CT 1 Knollwood Center 5900 Brockton Avenue
137 CT 1 Kenilworth Fidelco Industrial Center 251 South 31st St.
138 CT 1 Timberline Shopping Center 660 Woodbury-Glassboro Road
139 RMF 1 West Lawrence Care Center 1410 Seagirt Boulevard
140 MS 1 Reservoir Plaza 473-479 Winter Street
141 RMF 2 Cambridge Park Apartments 621 Memorial Drive
142 CT 1 Taylor Crossing 100 Taylor Road North
143 MS 2 St. Doris Apartments 1451-1491 N. Peach Ave.
144 MS 1 Shoppes of Arrowhead 2471 South University Drive
145 CT 1 University Place Apartments I & II 501 East 18th Avenue
146 CT 1 Sunsations #3 (2F)* 12401 Coastal Highway
147 CT 1 Sunsations #1 (2F)* 7601 Coastal Highway
148 CT 1 Sunsations #8 (2F)* 500 Atlantic Avenue
149 RMF 3 Golden Pointe Apartments 7325 Golden Pointe Boulevard
150 CT 1 Sunsations #7 (2G)* 2300 Atlantic Avenue
151 CT 1 Sunsations #2 (2G)* 5701 Coastal Highway
152 CT 1 Sunsations #4 (2G)* 2408 N. Philadelphia Ave. (Coastal Highway)
153 CT 1 Sunsations #5 (2G)* 9303A-9307 Coastal Highway
154 MS 1 Days Inn-Tacoma, WA 6802 Tacoma Mall Boulevard
155 RMF 1 Marriott Fairfield Inn 2225 Northwest Evangeline Thruway
156 CT 1 Colonial Nursing Center 508 Pierce Street
157 MS 1 349 Main Street (2H) 349 Main Street
158 MS 1 300/310 Main Street (2H) 300/310 Main Street
159 CT 2 Village North Townhouses and Apartments 3990 North Water Street
160 CT 1 One First Avenue Warehouse One First Avenue
161 MS 1 Prime Time Medford Apartments 2979 Barnett Road
162 MS 1 Warmington Building 3090 Pullman Street
163 CT 3 Westwood Apartments 4317-4337 Eighth Avenue, N.E.
164 CT 1 Columbia Pacific Plaza 2201 N. Columbia Boulevard
165 MS 1 Holiday Inn-Bath, ME 139 Western Avenue
166 CT 1 Home Sweet Home 205 Collins Avenue
167 RMF 2 Belle Rive Club Apartments 8715 Belle Rive Boulevard
168 CT 1 Clean Machine - Kingston Pike (West Hills) (2I) 7914 Kingston Pike
169 CT 1 Clean Machine - Merchant (2I) 507 Merchant Drive
170 CT 1 Clean Machine - Maynardville (Halls) (2I) 6852 Maynardville Pike
171 CT 1 Market & Noe Center 2276-2288 Market Street
172 CT 1 Sentry Plaza Shopping Center (2XII) 4275-83 South 76th Street
173 CT 1 Sentry Grocery Store (2XII) 6700 West State Street
174 CT 1 International Food & Fashion Center 934 S. Los Angeles Street
175 CT 1 Colony Square 1, 2, 4 (2XIII) 703, 723 & 735 Seibert Road
176 CT 1 Williamsburg Center (2XIII) 1135 Eastgate Drive
177 MS 1 Colima Plaza 18720-18742 Colima Road
178 CT 1 Royal Oaks Shopping Center 1890 Knox McCrae Drive
179 CT 1 Schoolhouse Shopping Center 1034 Second Street Pike
180 CT 1 Shadow Rose Apartments 6231 N. 67th Avenue
181 MS 1 60 Messenger Street 60 Messenger Street
182 CT 1 Summit Court Apartments 262 King Street
183 CT 1 Walsh Avenue Industrial 850-890 Walsh Ave. & 2605-2655 Lafayette St.
184 MS 1 Hampton Inn-Cedar Rapids, IA 3265 6th Street SW
185 RMF 1 Spalding Plaza Retail and Office Complex 6450-6470 Spalding Drive
186 CT 1 16 Brooklyn Industrial Various Street Adresses
187 MS 1 Lemon Grove Square 7103-7155 Broadway
188 CT 1 Ramada Inn Speedway 1798 West International Speedway Blvd.
189 CT 1 Triangle Crossroads 130 South Highway 16
190 CT 1 Rosewood Apartments 300 Silverado Drive
191 CT 1 Tehachapi Towne Center 801-31 Tucker Road
192 CT 3 Pinellas Pointe Apartments 2150 62nd Avenue South
193 CT 1 Quail Hill Apartments 500 Smithwood Street
194 CT 1 Wal Mart - Whitinsville 1161 Providence Road
195 MS 1 Central Heights Shopping Center 7301-97 West Central
196 CT 1 Premier Corporate Center 3938 Premier North Drive
197 RMF 1 Pharr Plaza 375 Pharr Road, NE
198 CT 1 Office Max - Bentley Mall 24 College Road
199 CT 2 Woodknoll Townhomes 9192 Vanity Fair Drive
200 CT 1 Microtel Inn 801 East Highway 83
201 CT 1 Walnut Auto Care Center 19116-19130 Walnut Drive
202 CT 1 Andresen Plaza 2700 NE Andresen Road
203 CT 3 Hartland Apartments 3939 10th Street S.E.
204 CT 1 Mr. Gatti's Restaurant, San Angelo (2XIV) 4349 Sherwood Way
205 CT 1 Mr Gattis Restaurant, Midland (2XIV) 614 West Wadley Avenue
206 MS 1 Super 8-Madison, WI 1602 West Beltline Highway
207 CT 1 Access Self Storage 3427 Marvin D. Love Freeway
208 CT 1 Executive Car Wash - Roswell (2XV) 2063 Roswell Road
209 CT 1 Executive Car Wash - Johnson Ferry (2XV) 1274 Johnson Ferry Road
210 CT 1 Rooker Building 1122 Milledge Street
211 CT 1 Alta Vista Corporate Center 14040 North Cave Creek Road
212 CT 1 75 Montgomery Street 75 Montgomery Street
213 CT 1 North Kitsap Self Storage (2J) 541 North Bernt Road
214 CT 1 Poulsbo Business Park (2J) 20714-20726 State Highway 305
215 CT 1 13-17 Laight Street 13-17 Laight Street
216 CT 1 Quality Inn - Vallejo 44 Admiral Callaghan Lane
217 CT 1 Executive Inn II (2XVI) 9401 South Orange Blossom Trail
218 CT 1 Executive Inn I (2XVI) 5870 South Orange Blossom Trail
219 CT 1 Super 8 Motel (2XVI) 1634 North U.S. Highway 1
220 CT 1 Travelodge (2XVI) 2250 West International Speedway Blvd.
221 MS 1 H.S.T. Building 8985 Crestmar Point
222 CT 1 The French/ Cabot Block Building (2XVII) 3 Elm Street
223 CT 1 The Waterman Place Building (2XVII) Route 4 Waterman Place
224 CT 1 The Morgan Block (2XVII) 20 Central Street
225 CT 1 Holiday Inn Express- Lemoore 820 E. Bush Street
226 CT 1 Holiday Inn Express- Killeen 1602 East Central Texas Expressway
227 CT 1 Country Inn by Carlson 153 Garrisonville Road
228 CT 1 Atlantic Self Storage- Dunn Avenue 1650 Dunn Ave.
229 CT 1 Atlantic Self Storage I-295 11351 St. Augustine Road
230 CT 1 Renaissance Apartments 5259 University Way
231 CT 1 Ames Department Store 801 S 4th Street
232 CT 1 The Store House Self Storage 4924 Mercer University Drive
233 CT 1 Comfort Inn- Killeen 2506 Trimmier Road
234 CT 1 SeaTac Inn 17108 International Blvd.
235 CT 1 KEW Industrial Park 7005-7101 Julian Street & 3200-3204 West 71st Avenue
236 CT 1 Hazel Ridge Plaza 4301-4347 Hazel Avenue
237 CT 1 Gray Road Self Storage 7821 East Gray Road
238 CT 2 Virginia Square Apartments 1170 Murchison Avenue
239 RMF 2 Premier Club Apartments 5100 Highpoint Road
240 CT 1 1058 Southern Blvd. 1058 Southern Blvd.
241 CT 1 Watson Centex-San Antonio* 11307 Roszell Drive
242 CT 3 Lakeside Meadows Apartments 12817 Mapleview Street
243 CT 1 Atlantic Self Storage- Millcoe Road 1510 Millcoe Road
244 CT 1 Holiday Inn - Reidsville 2100 Barnes Street
245 CT 1 Parkway Plaza* 10410 Kensington Parkway
246 CT 1 Lantern Plaza* 28940-28950 Golden Lantern
247 MS 2 West 24th Street Apartments 6011-6041 West 24th Avenue
248 CT 1 Airport Circle Plaza 7500 S. Crescent Boulevard
249 CT 1 El Pueblo Lodge 412 Paseo del Pueblo Norte
250 MS 1 Maple Manor Apartments 3001 Wedington Drive
251 MS 1 Regency Walk 10230 Atlantic Blvd.
252 CT 1 The Coach Store 69 Main Street
253 CT 1 WIPAC Distribution Warehouse 3501 Electronics Way
254 MS 1 Oceanside Square 4750-4760 Oceanside Blvd.
255 CT 1 North Las Vegas Self Storage 3360 North Las Vegas Boulevard
256 CT 1 Village Plaza 15355 Sherman Way
257 CT 3 Lake Margaret Village Apartments (2K)* 3039 South Fern Creek Avenue
258 CT 3 Townhouse Apartments (2K)* 2950 NE 14th Street
259 MS 3 Whispering Pines Apartments 5801 Altama Avenue
260 CT 1 Beechmont Professional Building 3180 Main Street
261 CT 1 204 Loudon Road 204 Loudon Road
262 CT 3 Atlantic Arms Apartments (2L) 1052-1056 Atlantic Street
263 CT 2 Kilbreth Apartments (2L) 776 Kilbreth Avenue
264 CT 1 Ramada Limited- South Padre 4109 Padre Blvd.
265 CT 1 U.S. Rentals, Inc. 3400 Lind Avenue SW
266 CT 1 El Campo Inn 210 Highway 59 West
267 CT 1 1318 Wilshire Boulevard 1318 - 1332 Wilshire Boulevard
268 CT 1 PETCO Building 403 North 8th Street
269 CT 1 333 West Indian School - Phoenix (2M) 333 West Indian School Road
270 CT 1 2502 North Alvernon Way - Tucson (2M) 2502 North Alvernon Way
271 CT 1 Victory Self Storage - Staten Island 3493 and 3511 Victory Boulevard
272 CT 1 Sheridan Retail Shops 1945 S. Sheridan Blvd.
273 CT 1 485 Kings Highway 485 Kings Highway
274 CT 1 Norwest Business Park* 551-595 North 1200 West
275 CT 1 Silver Creek Manor 150 North Douglas Street
276 CT 1 The Square Shopping Center 2301 - 2323 W. Lawrence Avenue
277 CT 1 301-315 East Tremont Ave. 301-315 East Tremont Avenue
278 CT 1 Jack In The Box - Galena Park (2XVIII) 2607 Clinton Drive
279 CT 1 Jack in the Box - Terrell (2XVIII) 1898 W. Moore Avenue
280 CT 3 Terrace View (Chateau) Apartments (2N) 784, 788 & 792 Garner Avenue
281 CT 2 Garner Avenue Apartments (2N) 1337 Garner Avenue
282 CT 1 Lake Ridge Apartments - DRK 2600-2636 Goldenstrand Drive, 2741-2757 & 2800-2836
Silverstrand Drive
283 CT 1 Lake Ridge Apartments - FEM 6133-6169 Goldenstrand Drive, 2631-2667 & 2721-2737
Silverstrand Drive
284 CT 1 Lake Ridge Apartments - JMK 2761-2797 Goldenstrand Drive, 2640-2676 & 2761-2797
Silverstrand Drive
285 CT 1 Lake Ridge Apartments - MJK 2680-2716 & 6134-6170 Goldenstrand Drive , 2671-2687
Silverstrand Drive
286 MS 1 Our Shopping Center 2006 Waveland Road
287 CT 1 Diffley Square Shopping Center 4130 Blackhawk Road
288 CT 1 Westridge Shopping Center* 6605 I-40 West
289 CT 1 CVS Drug Store 1029 Forest Parkway
290 RMF 1 Rite Aid Drug Store - Griffin, GA 405 S. Hill Street
291 CT 2 1525 & 1535 Central Avenue 1525 & 1535 Central Avenue
292 CT 1 Lowry Expressway Office Building* 8900 Emmett F. Lowry Expressway
293 CT 1 Monarch Bank Building* 401 Glenneyre Street
294 CT 1 Innovative Metals Warehouse 180 Clydesdale Court
295 CT 1 Archer Road Self Storage 6505 SW Archer Road
296 CT 1 Econo-Pak Warehouse 4944 West 73rd Street
297 CT 1 Food-4-Less 519 U.S. Highway 24 East
298 CT 1 Sugarland Professional Building 201-203 Elden Street
299 CT 3 Summit Terrace Apartments 461-471 Summit Street
300 CT 1 Red Carpet Inn - Boone* 862 Blowing Rock Road
301 CT 2 1883-1887 Amsterdam Avenue 1883-1887 Amsterdam Avenue
302 CT 1 Dave's Car Wash 449 North Bolingbrook Drive
303 CT 1 Alamo Self Storage 43357 Division Street
304 CT 2 Desert Pines Apartments* 118 South 15th Street
305 CT 1 Watson Centex - Houston* 2110 Telephone Road
306 CT 1 Blue Heron Car Wash 1450 S. Military Trail
307 CT 1 30100 Crown Valley Parkway* 30100 Crown Valley Parkway
308 CT 1 Lovers Lane Retail Center 5647 & 5655 West Lovers Lane
309 CT 1 Northway Manor MHP 338 Country Route Number 11
310 CT 1 Budget Mini Storage-Fontana 15991 Valley Boulevard
311 CT 1 9D E-Z Storage 1190 Route 9D
312 CT 1 Days Inn - Brunswick 2307 Glouscester Street
313 CT 1 Apollo Self Storage 17120 State Highway 72
314 RMF 1 Hollywood Video Store - High Point, NC 2118 N. Main Street
315 CT 2 Cypress Woods Apartments 2135 West Campbell Avenue
316 CT 1 Eagle Rock Shopping Center 2750 E. Colorado Boulevard
317 RMF 1 Hollywood Video Store - Virginia Beach 629 Newtown Road
318 CT 1 Airport South Building 2301 Dorsey Road
319 CT 1 Thriftway Supermarket 326 S. Walnut Street
320 RMF 1 Hollywood Video Store - Pikesville, MD 211 Reisterstown Road
321 CT 1 Roof Garden Mobile Home Court* Route 281
322 CT 1 Sandalon East Office Building* 5299 Roswell Road
323 CT 1 Westgate Regency Center* 11909-11929 W. Pico Boulevard
324 CT 1 Roger's Green Hills Supermarket 1004 Fifth Avenue
325 CT 1 Taco Bell & US Auto Glass 1610-1680 El Camino Real
326 CT 1 555 Broadway* 555 Broadway
327 CT 1 Aussie Self Storage 30 East Victorian Avenue
328 CT 3 Roselea Villas* 2550 A Hartweel Ave.
329 CT 1 Knights Inn-Summerton* 248 Buff Road
330 CT 1 1610 Broadway* 1610 Broadway
331 CT 1 Morrone Company* 465 Albert Street
332 CT 3 Peppertree Apartments 3309 Robinson Drive
333 CT 1 Islip Terrace Plaza* 500 Islip Avenue
334 CT 1 1626 Logan Street* 1626 Logan Street
335 CT 1 TX Human Serv. & Work Force Comm. Off.* 2501 Palo Alto Drive
336 CT 1 Fielders Bridge Office Building* 1615 West Abram Street
337 CT 1 2906 North State Street Building* 2906 North State Street
338 CT 1 Days Inn - Orange City* 2501 North Volusia Avenue
339 CT 3 Edgewood Court Apartments* 611 S. Ennis Ave
340 CT 1 Super Safe Self Service Storage 1401 Jordan Lane
341 CT 1 Pioneer Plaza* 120 Broadway
342 CT 1 287 Appleton Street* 287 Appleton Street
343 CT 1 2059 E. Sahara Avenue* 2059 Sahara Avenue
344 CT 1 560 Virginia Way* 560 Virgina Way
345 CT 1 Calibra Sunnyside* 197 North Sunnyside Avenue
346 CT 1 Bolling Building* 910 North 47th St.
347 CT 1 512 Main Street* 512 Main Street
348 CT 1 Panola Road Office Building* 5353 Fairington Road
349 CT 1 1920 Ledbetter Drive* 1920 Ledbetter Drive
350 CT 1 2727-2745 Gundry Avenue* 2725-2745 Gundry Avenue
351 CT 2 Citadel Apartments* 104 Pleasant Street
352 CT 2 1400-1410 E. Florida* 1400-1410 East Florida Street
353 CT 3 Vance St. Apartment Building* 1600 Vance Street
354 CT 1 3200 Race Street* 3200 Race Street
355 CT 1 Covington Office Center* 4336 Covington Highway
356 CT 1 4201 Dimmitt Road* 4201 Dimmitt Road
357 CT 1 10660 Silicon Avenue* 10660 Silicon Avenue
358 CT 1 5401 Cherry Avenue* 5401 Cherry Avenue
359 CT 1 110 Adams Ave.* 110 Adams Ave., 1605-1623 Alabama St.
360 CT 1 Miss Meme's Kreative Kids Bldg.* 25112 Marguerite Parkway
361 CT 1 La Canasta Furniture & Appliance Store* 3231 E. Florence Avenue
362 CT 1 Great Southwestern Parkway* 800-810 North Great Southwest Parkway
363 CT 1 503 W. 26th Street* 503 W. 26th Street
364 CT 3 Mosstree Apartments* 1215 Mosstree Road
365 CT 3 Marshall/Catamount Apartments* 8 Marshall Court/222 Catamount Road
366 CT 2 Sannella* 516 West 169th Street
367 CT 1 1005 Abbott Road* 1005 Abbott Road
368 CT 1 6452 Nine Mile Bridge Road* 6452 Nine Mile Bridge Road
369 CT 1 301 South Richey Road* 301 South Richey Road
370 CT 1 Moore's Adult Care Facility* 1385 Gidner Road
371 CT 1 Bass Pro Shop* 354 East I-30
372 CT 3 619-623 W. Brookside* 619-623 W. Brookside Street
373 CT 1 50-52 Ferry Street* 50-52 Ferry Street
374 CT 1 Hillside Mobile Home Park* 31 Young Road
375 CT 1 Bailey Hardwoods* 628 East Kimble Court
376 CT 1 3050 Austin Bluffs Parkway* 3050 Austin Bluffs Parkway
377 CT 1 Kelley St. Office Building* 336-340 Kelley St.
378 CT 1 Northlake MHP* Northlake Drive
379 CT 2 59-61 Carlton Street Apartments* 59-61 Carleton Street
380 CT 1 Sabattus Street Office Building* 917 Sabattus Street
</TABLE>
<PAGE>
SCHEDULE III
------------
RMF MORTGAGE LOAN SCHEDULE
Loan Property
No. Seller Group City State Type
--- ------ ----- ---- ----- --------
22 CT 1 Broadview IL Retail
23 RMF 1 Nashua NH Healthcare
24 RMF 1 Nashua NH Healthcare
25 RMF 1 Manchester NH Healthcare
26 RMF 1 Bedford NH Healthcare
27 MS 1 Fond du Lac WI Hospitality
28 MS 1 Appleton WI Hospitality
29 MS 1 Madison WI Hospitality
30 MS 1 Madison WI Hospitality
31 MS 1 Oshkosh WI Hospitality
32 MS 1 Fond du Lac WI Hospitality
33 MS 1 Seattle WA Office
34 CT 1 New York NY Mixed Use
35 CT 1 Abilene TX Office
36 CT 1 Abilene TX Retail
37 CT 1 Abilene TX Retail
38 CT 1 Abilene TX Retail
39 CT 1 Lamesa TX Retail
40 CT 1 Midland TX Retail
41 CT 1 Brownwood TX Retail
42 CT 3 Morganville NJ Retail
43 CT 1 Santa Monica CA Hospitality
44 MS 1 Cleves OH Mobile Home Park
45 MS 1 Goshen Township OH Mobile Home Park
46 MS 1 Cincinnati OH Mobile Home Park
47 MS 1 Hamilton OH Mobile Home Park
48 MS 1 Amelia OH Mobile Home Park
49 MS 1 Loveland OH Mobile Home Park
50 MS 1 Bellevue KY Mobile Home Park
51 CT 1 Plano TX Multifamily
52 CT 1 Edison NJ Industrial
53 CT 1 Santa Ana CA Retail
54 CT 1 Irvine CA Mixed Use
55 MS 1 Harding Township NJ Office
56 RMF 2 Lubbock TX Multifamily
57 RMF 1 Great Neck NY Healthcare
58 MS 3 Lake Forest CA Multifamily
59 RMF 1 Walterboro SC Healthcare
60 RMF 1 Ridgeway SC Healthcare
61 RMF 1 Forsyth GA Healthcare
62 RMF 1 Forsyth GA Healthcare
63 MS 1 Melville NY Industrial
64 MS 1 Centereach NY Retail
65 MS 1 Lynbrook NY Retail
66 MS 1 Patchogue NY Retail
67 CT 1 New York NY Office
68 MS 1 Janesville WI Healthcare
69 MS 1 Mayville WI Healthcare
70 MS 1 Marshfield WI Healthcare
71 MS 1 Marshfield WI Healthcare
72 MS 1 Hartford WI Healthcare
73 MS 1 Wisconsin Rapids WI Healthcare
74 MS 1 Medford WI Healthcare
75 MS 1 Fond du Lac WI Healthcare
76 MS 1 Shawano WI Healthcare
77 CT 1 Alexandria VA Retail
78 MS 1 Westerville OH Industrial
79 MS 1 Burlingame CA Office
80 CT 1 Norristown PA Industrial
81 MS 1 Lauderdale by the S FL Hospitality
82 RMF 3 Norcross GA Multifamily
83 CT 2 Dallas TX Multifamily
84 MS 1 Syracuse NY Office
85 RMF 2 Atlanta GA Multifamily
86 MS 3 Rohnert Park CA Multifamily
87 MS 1 Columbus GA Hospitality
88 CT 1 Henderson KY Retail
89 CT 1 Apple Valley CA Retail
90 CT 1 South Abington Twp. PA Retail
91 CT 1 Dunmore PA Retail
92 CT 1 Hialeah FL Retail
93 CT 1 Gloucester MA Industrial
94 MS 1 Pleasanton CA Retail
95 MS 3 Hialeah FL Multifamily
96 CT 1 Wilkesboro NC Healthcare
97 CT 1 Nebo NC Healthcare
98 CT 1 Wilkesboro NC Healthcare
99 CT 1 Pennsauken NJ Industrial
100 CT 1 Pennsauken NJ Industrial
101 CT 1 Pennsuaken NJ Industrial
102 CT 1 Pennsauken NJ Industrial
103 CT 1 Pennsauken NJ Industrial
104 MS 3 Davis CA Multifamily
105 RMF 3 Tallahassee FL Multifamily
106 MS 1 Naples FL Hospitality
107 RMF 2 Kissimmee FL Multifamily
108 RMF 3 Tallahassee FL Multifamily
109 CT 1 Hialeah FL Multifamily
110 MS 1 Santa Monica CA Mixed Use
111 CT 1 Manassas VA Office
112 CT 1 Hanover NH Mixed Use
113 CT 1 Hanover NH Office
114 RMF 2 Panama City FL Multifamily
115 CT 1 Hammond IN Industrial
116 CT 1 El Segundo CA Mixed Use
117 CT 1 Orange CA Mixed Use
118 CT 1 Hobe Sound FL Retail
119 MS 1 Springfield OR Hospitality
120 RMF 2 Decatur GA Multifamily
121 MS 1 Bedford MA Office
122 MS 3 Davis CA Multifamily
123 MS 1 Kenner LA Hospitality
124 MS 1 San Diego CA Office
125 CT 1 Houma LA Hospitality
126 CT 1 Haverhill MA Healthcare
127 CT 1 East Brandywine Twp PA Retail
128 CT 1 Avenel NJ Hospitality
129 CT 1 Sayreville NJ Hospitality
130 MS 3 Los Angeles CA Multifamily
131 CT 1 Los Angeles CA Industrial
132 MS 3 Kent WA Multifamily
133 RMF 2 Nashville TN Multifamily
134 MS 1 Treasure Island FL Hospitality
135 CT 1 Portland OR Retail
136 CT 1 Riverside CA Healthcare
137 CT 1 Kenilworth NJ Industrial
138 CT 1 Sewell NJ Retail
139 RMF 1 Far Rockaway NY Healthcare
140 MS 1 Waltham MA Retail
141 RMF 2 Red Bank TN Multifamily
142 CT 1 Montgomery AL Multifamily
143 MS 2 Fresno CA Multifamily
144 MS 1 Davie FL Retail
145 CT 1 Ellensburg WA Multifamily
146 CT 1 Ocean City MD Retail
147 CT 1 Ocean City MD Retail
148 CT 1 Virgina Beach VA Retail
149 RMF 3 Orlando FL Multifamily
150 CT 1 Virgina Beach VA Retail
151 CT 1 Ocean City MD Retail
152 CT 1 Ocean City MD Retail
153 CT 1 Ocean City MD Retail
154 MS 1 Tacoma WA Hospitality
155 RMF 1 Lafayette LA Hospitality
156 CT 1 Lindale TX Healthcare
157 MS 1 Pleasanton CA Mixed Use
158 MS 1 Pleasanton CA Retail
159 CT 2 Decatur IL Multifamily
160 CT 1 Peabody MA Industrial
161 MS 1 Medford OR Healthcare
162 MS 1 Costa Mesa CA Office
163 CT 3 Seattle WA Multifamily
164 CT 1 Portland OR Mixed Use
165 MS 1 Bath ME Hospitality
166 CT 1 Colma CA Healthcare
167 RMF 2 Jacksonville FL Multifamily
168 CT 1 Knoxville TN Other
169 CT 1 Knoxville TN Other
170 CT 1 Knoxville TN Other
171 CT 1 San Francisco CA Retail
172 CT 1 Greenfield WI Retail
173 CT 1 Wauwatosa WI Retail
174 CT 1 Los Angeles CA Retail
175 CT 1 Scott Air Force Bas IL Office
176 CT 1 O'Fallon IL Office
177 MS 1 Rowland Heights CA Retail
178 CT 1 Titusville FL Retail
179 CT 1 Richboro PA Retail
180 CT 1 Glendale AZ Multifamily
181 MS 1 Plainville MA Office
182 CT 1 Pottstown PA Mixed Use
183 CT 1 Santa Clara CA Industrial
184 MS 1 Cedar Rapids IA Hospitality
185 RMF 1 Norcross GA Mixed Use
186 CT 1 Brooklyn NY Industrial
187 MS 1 Lemon Grove CA Retail
188 CT 1 Daytona Beach FL Hospitality
189 CT 1 Denver NC Retail
190 CT 1 Stoughton WI Multifamily
191 CT 1 Tehachapi CA Retail
192 CT 3 St. Petersburg FL Multifamily
193 CT 1 Fuquay-Varina NC Multifamily
194 CT 1 Whitinsville MA Retail
195 MS 1 Wichita KS Retail
196 CT 1 Tampa FL Office
197 RMF 1 Atlanta GA Retail
198 CT 1 Fairbanks AK Retail
199 CT 2 St. Louis MO Multifamily
200 CT 1 McAllen TX Hospitality
201 CT 1 Rowland Heights CA Retail
202 CT 1 Vancouver WA Mixed Use
203 CT 3 Puyallup WA Multifamily
204 CT 1 San Angelo TX Retail
205 CT 1 Midland TX Retail
206 MS 1 Madison WI Hospitality
207 CT 1 Dallas TX Self Storage Facility
208 CT 1 Marietta GA Other
209 CT 1 Marietta GA Other
210 CT 1 East Point GA Industrial
211 CT 1 Phoenix AZ Office
212 CT 1 Jersey City NJ Office
213 CT 1 Poulsbo WA Self Storage Facility
214 CT 1 Poulsbo WA Industrial
215 CT 1 New York NY Mixed Use
216 CT 1 Vallejo CA Hospitality
217 CT 1 Orlando FL Hospitality
218 CT 1 Orlando FL Hospitality
219 CT 1 Ormond Beach FL Hospitality
220 CT 1 Daytona Beach FL Hospitality
221 MS 1 San Diego CA Industrial
222 CT 1 Woodstock VT Retail
223 CT 1 Quechee VT Retail
224 CT 1 Woodstock VT Retail
225 CT 1 Lemoore CA Hospitality
226 CT 1 Killeen TX Hospitality
227 CT 1 Stafford VA Hospitality
228 CT 1 Jacksonville FL Self Storage Facility
229 CT 1 Jacksonville FL Self Storage Facility
230 CT 1 Seattle WA Mixed Use
231 CT 1 Hamburg PA Retail
232 CT 1 Macon GA Self Storage Facility
233 CT 1 Killeen TX Hospitality
234 CT 1 SeaTac WA Hospitality
235 CT 1 Westminster CO Industrial
236 CT 1 Fair Oaks CA Retail
237 CT 1 Scottsdale AZ Self Storage Facility
238 CT 2 Pomona CA Multifamily
239 RMF 2 Union City GA Multifamily
240 CT 1 Bronx NY Mixed Use
241 CT 1 San Antonio TX Office
242 CT 3 Lakeside CA Multifamily
243 CT 1 Jacksonville FL Self Storage Facility
244 CT 1 Reidsville NC Hospitality
245 CT 1 Kensington MD Office
246 CT 1 Laguna Niguel CA Retail
247 MS 2 Hialeah FL Multifamily
248 CT 1 Pennsauken NJ Retail
249 CT 1 Taos NM Hospitality
250 MS 1 Fayetteville AR Multifamily
251 MS 1 Jacksonville FL Retail
252 CT 1 East Hampton NY Retail
253 CT 1 West Palm Beach FL Industrial
254 MS 1 Oceanside CA Retail
255 CT 1 Las Vegas NV Self Storage Facility
256 CT 1 Van Nuys CA Retail
257 CT 3 Orlando FL Multifamily
258 CT 3 Ocala FL Multifamily
259 MS 3 Brunswick GA Multifamily
260 CT 1 Bridgeport CT Office
261 CT 1 Concord NH Retail
262 CT 3 Salinas CA Multifamily
263 CT 2 Salinas CA Multifamily
264 CT 1 South Padre Island TX Hospitality
265 CT 1 Renton WA Retail
266 CT 1 El Campo TX Hospitality
267 CT 1 Santa Monica CA Retail
268 CT 1 West Dundee IL Retail
269 CT 1 Phoenix AZ Office
270 CT 1 Tucson AZ Office
271 CT 1 Staten Island NY Self Storage Facility
272 CT 1 Lakewood CO Retail
273 CT 1 Brooklyn NY Mixed Use
274 CT 1 Orem UT Industrial
275 CT 1 Ripon WI Healthcare
276 CT 1 Chicago IL Retail
277 CT 1 Bronx NY Mixed Use
278 CT 1 Galena Park TX Retail
279 CT 1 Terrell TX Retail
280 CT 3 Salinas CA Multifamily
281 CT 2 Salinas CA Multifamily
282 CT 1 Columbus OH Multifamily
283 CT 1 Columbus OH Multifamily
284 CT 1 Columbus OH Multifamily
285 CT 1 Columbus OH Multifamily
286 MS 1 Waveland MS Retail
287 CT 1 Eagan MN Retail
288 CT 1 Amarillo TX Retail
289 CT 1 Forest Park GA Retail
290 RMF 1 Griffin GA Retail
291 CT 2 Bridgeport CT Multifamily
292 CT 1 Texas City TX Office
293 CT 1 Laguna Beach CA Office
294 CT 1 Grass Valley CA Industrial
295 CT 1 Gainesville FL Self Storage Facility
296 CT 1 Bedford Park IL Industrial
297 CT 1 Moberly MO Retail
298 CT 1 Herndon VA Office
299 CT 3 Bowling Green OH Multifamily
300 CT 1 Boone NC Hospitality
301 CT 2 New York NY Multifamily
302 CT 1 Bolingbrook IL Other
303 CT 1 Lancaster CA Self Storage Facility
304 CT 2 Las Vegas NV Multifamily
305 CT 1 Houston TX Office
306 CT 1 West Palm Beach FL Other
307 CT 1 Laguna Niguel CA Office
308 CT 1 Dallas TX Retail
309 CT 1 West Monroe NY Mobile Home Park
310 CT 1 Fontana CA Self Storage Facility
311 CT 1 Wappingers Falls NY Self Storage Facility
312 CT 1 Brunswick GA Hospitality
313 CT 1 Arvada CO Self Storage Facility
314 RMF 1 High Point NC Retail
315 CT 2 Phoenix AZ Multifamily
316 CT 1 Los Angeles CA Retail
317 RMF 1 Virginia Beach VA Retail
318 CT 1 Glen Burnie MD Office
319 CT 1 Bath PA Retail
320 RMF 1 Pikesville MD Retail
321 CT 1 Somerset PA Mobile Home Park
322 CT 1 Atlanta GA Office
323 CT 1 Los Angeles CA Retail
324 CT 1 St. Joseph MO Retail
325 CT 1 Santa Clara CA Retail
326 CT 1 Haverhill MA Industrial
327 CT 1 Sparks NV Self Storage Facility
328 CT 3 Sanford FL Multifamily
329 CT 1 Summerton SC Hospitality
330 CT 1 Santa Monica CA Mixed Use
331 CT 1 Macon GA Industrial
332 CT 3 Waco TX Multifamily
333 CT 1 Islip Terrace NY Retail
334 CT 1 Denver CO Multifamily
335 CT 1 San Antonio TX Office
336 CT 1 Arlington TX Office
337 CT 1 Jackson MS Office
338 CT 1 Orange City FL Hospitality
339 CT 3 Bryan TX Multifamily
340 CT 1 Huntsville AL Self Storage Facility
341 CT 1 Kissimmee FL Office
342 CT 1 Lowell MA Mixed Use
343 CT 1 Las Vegas NV Office
344 CT 1 Barstow CA Retail
345 CT 1 Clovis CA Industrial
346 CT 1 Kansas City KS Office
347 CT 1 El Segundo CA Mixed Use
348 CT 1 Lithonia GA Office
349 CT 1 Dallas TX Retail
350 CT 1 Signal Hill CA Industrial
351 CT 2 Bryan TX Multifamily
352 CT 2 Long Beach CA Multifamily
353 CT 3 Lakewood CO Multifamily
354 CT 1 Fort Worth TX Retail
355 CT 1 Decatur GA Office
356 CT 1 Plainview TX Mobile Home Park
357 CT 1 Montclair CA Industrial
358 CT 1 Long Beach CA Retail
359 CT 1 Huntington Beach CA Retail
360 CT 1 Mission Viejo CA Other
361 CT 1 Huntington Park CA Retail
362 CT 1 Arlington TX Industrial
363 CT 1 Los Angeles CA Multifamily
364 CT 3 North Charleston SC Multifamily
365 CT 3 Pittsfield NH Multifamily
366 CT 2 New York NY Multifamily
367 CT 1 East Lansing MI Office
368 CT 1 Fort Worth TX Mobile Home Park
369 CT 1 Leesburg FL Industrial
370 CT 1 Charlotte MI Healthcare
371 CT 1 Garland TX Retail
372 CT 3 Colorado Springs CO Multifamily
373 CT 1 Newark NJ Retail
374 CT 1 Cartersville GA Mobile Home Park
375 CT 1 Springfield IL Industrial
376 CT 1 Colorado Springs CO Office
377 CT 1 Manchester NH Mixed Use
378 CT 1 Maryville TN Mobile Home Park
379 CT 2 Portland ME Multifamily
380 CT 1 Lewiston ME Office
<PAGE>
Related Mortgage
Loan Loans Cut-Off Mortgage Note
No. Seller Group (by Loan No.) Date Balance Unit of SF Rate
--- ------ ----- ------------- ------------ ---------- ----
22 CT 1 $26,481,230.07 $75 6.925%
34 CT 1 $20,930,117.27 $101 7.350%
35 CT 1 $6,173,898.27 $27 7.250%
36 CT 1 $4,206,145.31 $27 7.250%
37 CT 1 $2,621,775.12 $27 7.250%
38 CT 1 $1,822,823.15 $27 7.250%
39 CT 1 $1,245,784.46 $27 7.250%
40 CT 1 $1,105,000.46 $27 7.250%
41 CT 1 $1,052,245.72 $27 7.250%
42 CT 1 $17,806,773.09 $77 6.980%
43 CT 1 $16,430,212.78 $52,830 7.840%
51 CT 1 $14,150,000.00 $59,205 7.150%
52 CT 1 $11,561,565.69 $53 7.375%
53 CT 1 $11,475,394.09 $116 7.730%
54 CT 1 $11,298,151.90 $136 7.375%
67 CT 1 $8,950,758.21 $66 7.540%
77 CT 1 $8,767,718.02 $118 7.300%
80 CT 1 $7,974,065.83 $60 7.500%
83 CT 2 $7,476,630.59 $59,338 7.125%
88 CT 1 $7,191,881.39 $38 6.900%
89 CT 1 $7,169,800.01 $66 7.625%
90 CT 1 $4,430,490.25 $56 7.200%
91 CT 1 $2,545,601.79 $56 7.200%
92 CT 1 $6,964,808.53 $69 7.200%
93 CT 1 $6,956,184.67 $25 7.637%
96 CT 1 $2,839,073.04 $29,525 7.870%
97 CT 1 $2,234,727.64 $29,525 7.870%
98 CT 1 $1,687,402.72 $29,525 7.870%
99 CT 1 $2,001,760.88 $18 7.550%
100 CT 1 $1,764,338.43 $18 7.550%
101 CT 1 $1,200,917.08 $18 7.550%
102 CT 1 $863,769.05 $18 7.550%
103 CT 1 $846,342.18 $18 7.550%
109 CT 1 $6,245,793.13 $35,895 7.125%
111 CT 1 $5,981,247.98 $65 7.500%
112 CT 1 $3,238,486.61 $88 7.000%
113 CT 1 $2,417,545.93 $88 7.000%
115 CT 1 $5,449,637.43 $9 8.400%
116 CT 1 $5,444,661.69 $73 7.625%
117 CT 1 $5,284,315.13 $79 7.375%
118 CT 1 $5,283,005.81 $35 7.563%
125 CT 1 $4,984,553.57 $25,431 8.170%
126 CT 1 $4,974,724.34 $41,456 8.000%
127 CT 1 $4,971,680.19 $60 6.900%
128 CT 1 $3,723,275.09 $45,131 9.160%
129 CT 1 $1,241,091.68 $45,131 9.160%
131 CT 1 $4,848,711.68 $56 7.625%
135 CT 1 $4,605,023.01 $43 7.500%
136 CT 1 $4,546,971.02 $66,867 8.210%
137 CT 1 $4,480,518.41 $30 7.700%
138 CT 1 $4,474,999.09 $46 7.450%
142 CT 1 $4,359,862.94 $32,058 7.125%
145 CT 1 $4,179,930.30 $34,545 7.100%
146 CT 1 $1,806,338.77 $113 8.330%
147 CT 1 $1,059,917.78 $113 8.330%
148 CT 1 $1,134,559.88 $113 8.330%
150 CT 1 $1,278,867.97 $112 8.330%
151 CT 1 $1,229,106.55 $112 8.330%
152 CT 1 $761,349.42 $112 8.330%
153 CT 1 $696,659.57 $112 8.330%
156 CT 1 $3,839,019.52 $42,656 8.220%
159 CT 2 $3,738,315.29 $38,941 7.125%
160 CT 1 $3,735,181.49 $28 8.245%
163 CT 3 $3,539,494.10 $42,137 7.375%
164 CT 1 $3,504,224.42 $33 7.100%
166 CT 1 $3,476,883.00 $60,998 8.125%
168 CT 1 $1,432,096.25 $345 9.065%
169 CT 1 $1,004,209.71 $345 9.065%
170 CT 1 $938,868.56 $345 9.065%
171 CT 1 $3,256,958.96 $162 7.500%
172 CT 1 $1,834,719.80 $31 7.500%
173 CT 1 $1,404,744.42 $31 7.500%
174 CT 1 (267) $3,220,505.76 $153 8.500%
175 CT 1 $2,260,650.04 $67 7.625%
176 CT 1 $929,201.42 $67 7.625%
178 CT 1 $3,159,595.55 $44 7.400%
179 CT 1 $3,143,716.86 $100 7.625%
180 CT 1 $3,137,808.94 $21,201 7.050%
182 CT 1 $3,086,411.32 $25 7.625%
183 CT 1 $3,078,446.56 $36 7.720%
186 CT 1 $2,949,821.52 $14 8.750%
188 CT 1 $2,885,774.43 $22,723 8.000%
189 CT 1 $2,881,396.32 $64 8.000%
190 CT 1 $2,843,814.95 $31,598 7.250%
191 CT 1 $2,833,963.34 $80 7.375%
192 CT 3 $2,829,193.06 $20,803 7.375%
193 CT 1 $2,789,047.70 $41,015 7.000%
194 CT 1 $2,787,299.82 $47 7.310%
196 CT 1 $2,693,997.99 $81 7.500%
198 CT 1 $2,690,840.68 $112 7.860%
199 CT 2 $2,689,716.32 $17,931 7.125%
200 CT 1 $2,686,351.14 $26,337 8.000%
201 CT 1 $2,651,780.52 $88 7.438%
202 CT 1 $2,591,934.30 $54 7.750%
203 CT 3 $2,492,218.18 $51,921 7.130%
204 CT 1 $1,265,005.01 $48 7.875%
205 CT 1 $1,224,482.74 $48 7.875%
207 CT 1 $2,469,918.73 $33 7.500%
208 CT 1 $1,431,272.71 $178 8.950%
209 CT 1 $1,033,997.55 $178 8.950%
210 CT 1 $2,453,088.74 $9 7.625%
211 CT 1 $2,432,598.42 $52 7.150%
212 CT 1 $2,400,000.00 $53 7.350%
213 CT 1 $1,692,554.32 $29 7.630%
214 CT 1 $696,934.12 $29 7.630%
215 CT 1 $2,389,036.53 $31 7.375%
216 CT 1 $2,387,332.46 $30,607 7.750%
217 CT 1 $661,127.71 $12,423 8.625%
218 CT 1 $647,285.02 $12,423 8.625%
219 CT 1 $553,668.33 $12,423 8.625%
220 CT 1 $523,051.48 $12,423 8.625%
222 CT 1 $1,113,494.36 $75 8.000%
223 CT 1 $830,549.33 $75 8.000%
224 CT 1 $346,485.21 $75 8.000%
225 CT 1 $2,290,528.90 $37,550 8.000%
226 CT 1 $2,240,339.83 $32,469 7.750%
227 CT 1 $2,223,955.76 $38,344 8.500%
228 CT 1 (229), (243) $2,174,683.97 $18 8.000%
229 CT 1 (228), (243) $2,125,259.34 $25 8.000%
230 CT 1 $2,095,391.70 $87,308 7.200%
231 CT 1 $2,082,912.86 $37 7.270%
232 CT 1 $2,036,732.00 $28 8.810%
233 CT 1 $2,016,834.50 $34,773 8.125%
234 CT 1 $2,013,481.33 $26,846 8.250%
235 CT 1 $1,993,192.75 $19 7.220%
236 CT 1 $1,991,233.11 $82 7.625%
237 CT 1 $1,990,674.40 $44 7.250%
238 CT 2 $1,990,317.67 $38,275 7.020%
240 CT 1 $1,988,093.42 $35 7.040%
241 CT 1 (305) $1,982,643.93 $30 9.375%
242 CT 3 $1,979,259.96 $30,926 8.375%
243 CT 1 (228), (229) $1,976,985.41 $24 8.000%
244 CT 1 $1,962,362.20 $19,624 8.270%
245 CT 1 $1,947,723.02 $61 8.625%
246 CT 1 $1,914,472.33 $147 8.625%
248 CT 1 $1,893,340.85 $16 7.050%
249 CT 1 $1,892,338.54 $31,539 8.125%
252 CT 1 $1,794,103.26 $294 7.440%
253 CT 1 $1,793,957.80 $17 7.300%
255 CT 1 $1,784,387.09 $22 7.770%
256 CT 1 $1,774,874.84 $81 7.700%
257 CT 3 $995,578.22 $20,047 8.760%
258 CT 3 $768,586.39 $20,047 8.760%
260 CT 1 $1,693,702.07 $80 8.625%
261 CT 1 $1,691,265.55 $62 7.650%
262 CT 3 $1,386,122.53 $35,797 7.500%
263 CT 2 $296,314.72 $35,797 7.500%
264 CT 1 $1,665,896.51 $34,706 8.250%
265 CT 1 $1,664,874.68 $146 7.375%
266 CT 1 $1,621,937.36 $27,032 8.125%
267 CT 1 (174) $1,620,284.78 $147 7.470%
268 CT 1 $1,596,200.65 $84 7.100%
269 CT 1 $1,196,656.43 $72 7.875%
270 CT 1 $395,363.58 $72 7.875%
271 CT 1 $1,588,945.94 $42 7.750%
272 CT 1 $1,574,764.97 $92 7.375%
273 CT 1 $1,493,506.12 $73 7.700%
274 CT 1 $1,492,795.75 $34 8.640%
275 CT 1 $1,492,157.82 $35,528 8.310%
276 CT 1 $1,491,379.48 $82 7.250%
277 CT 1 $1,488,714.35 $24,012 7.170%
278 CT 1 $771,530.21 $290 7.650%
279 CT 1 $710,469.33 $290 7.650%
280 CT 3 $994,152.78 $29,507 7.700%
281 CT 2 $481,215.20 $29,507 7.700%
282 CT 1 (283), (284), (285) $1,468,122.38 $36,703 7.250%
283 CT 1 (282), (284), (285) $1,468,122.38 $36,703 7.250%
284 CT 1 (282), (283), (285) $1,468,122.38 $36,703 7.250%
285 CT 1 (282), (283), (284) $1,468,122.38 $36,703 7.250%
287 CT 1 $1,395,135.14 $46 7.550%
288 CT 1 $1,353,243.17 $61 8.500%
289 CT 1 $1,345,108.72 $133 7.500%
291 CT 2 $1,294,037.01 $15,047 7.350%
292 CT 1 $1,292,738.14 $65 8.250%
293 CT 1 $1,275,630.67 $133 8.500%
294 CT 1 $1,248,209.58 $43 7.500%
295 CT 1 $1,230,734.87 $27 7.188%
296 CT 1 $1,230,661.49 $22 7.500%
297 CT 1 $1,223,469.89 $31 7.400%
298 CT 1 $1,216,380.03 $63 8.000%
299 CT 3 $1,195,721.52 $12,455 6.950%
300 CT 1 $1,194,672.27 $19,911 8.740%
301 CT 2 $1,193,389.53 $19,890 7.500%
302 CT 1 $1,167,962.01 $303 8.885%
303 CT 1 $1,146,189.73 $19 7.375%
304 CT 2 $1,137,536.85 $16,251 8.875%
305 CT 1 (241) $1,133,518.00 $43 9.625%
306 CT 1 $1,129,009.86 $385 8.795%
307 CT 1 $1,125,105.09 $77 8.500%
308 CT 1 $1,121,510.05 $167 7.750%
309 CT 1 $1,121,432.15 $7,577 7.625%
310 CT 1 $1,096,587.58 $20 7.750%
311 CT 1 $1,095,277.23 $29 7.750%
312 CT 1 $1,092,849.61 $11,152 8.250%
313 CT 1 $1,076,866.53 $24 8.125%
315 CT 2 $1,042,192.28 $18,611 7.250%
316 CT 1 $1,017,653.06 $99 7.500%
318 CT 1 $995,882.13 $33 8.000%
319 CT 1 $992,762.23 $45 7.400%
321 CT 1 $955,934.25 $9,018 9.000%
322 CT 1 $948,501.24 $43 8.625%
323 CT 1 $935,407.00 $99 8.050%
324 CT 1 $925,062.60 $40 7.400%
325 CT 1 $918,792.59 $208 8.000%
326 CT 1 $901,773.01 $23 9.125%
327 CT 1 $896,520.92 $29 8.375%
328 CT 3 $847,696.13 $22,308 8.500%
329 CT 1 $845,860.04 $6,042 10.125%
330 CT 1 $838,748.65 $112 9.250%
331 CT 1 $821,213.08 $21 8.550%
332 CT 3 $817,309.05 $10,216 7.430%
333 CT 1 $792,047.24 $76 8.610%
334 CT 1 $776,124.70 $14,925 8.500%
335 CT 1 $771,432.85 $35 8.875%
336 CT 1 $742,239.34 $50 8.000%
337 CT 1 $735,370.40 $12 9.125%
338 CT 1 $723,549.68 $19,041 9.125%
339 CT 3 $678,397.33 $18,844 9.250%
340 CT 1 $627,666.05 $18 8.625%
341 CT 1 $597,680.61 $67 8.375%
342 CT 1 $596,273.58 $24 8.800%
343 CT 1 $566,860.72 $81 9.125%
344 CT 1 $557,070.48 $103 9.375%
345 CT 1 $531,739.33 $36 8.600%
346 CT 1 $507,815.02 $40 9.000%
347 CT 1 $507,191.17 $152 9.125%
348 CT 1 $498,336.86 $68 9.250%
349 CT 1 $497,387.13 $85 8.250%
350 CT 1 $497,362.24 $26 10.250%
351 CT 2 $483,744.59 $14,659 8.750%
352 CT 2 $452,753.32 $22,638 9.125%
353 CT 3 $448,861.94 $26,404 8.875%
354 CT 1 $413,108.91 $77 8.250%
355 CT 1 $405,224.89 $30 8.875%
356 CT 1 $366,250.70 $3,663 9.675%
357 CT 1 $360,931.49 $19 9.000%
358 CT 1 $347,045.01 $58 8.875%
359 CT 1 $337,457.83 $28 8.875%
360 CT 1 $328,067.64 $98 9.750%
361 CT 1 $315,912.76 $27 8.875%
362 CT 1 $313,504.74 $17 8.360%
363 CT 1 $298,632.96 $37,329 8.250%
364 CT 3 $298,151.38 $11,043 8.250%
365 CT 3 $283,949.95 $14,945 9.100%
366 CT 2 $283,921.45 $11,830 8.500%
367 CT 1 $278,388.20 $66 9.190%
368 CT 1 $268,632.16 $5,373 9.000%
369 CT 1 $248,964.87 $18 9.125%
370 CT 1 $213,917.12 $17,826 11.050%
371 CT 1 $209,548.28 $16 8.875%
372 CT 3 $199,334.75 $19,933 9.250%
373 CT 1 $195,270.80 $72 8.600%
374 CT 1 $190,795.38 $12,720 10.000%
375 CT 1 $177,555.58 $27 8.583%
376 CT 1 $169,409.48 $63 9.000%
377 CT 1 $153,226.90 $10 9.500%
378 CT 1 $150,075.66 $9,380 9.875%
379 CT 2 $134,312.03 $22,385 9.410%
380 CT 1 $129,581.79 $67 9.690%
<PAGE>
<TABLE>
<CAPTION>
Term to Rem. Term
Maturity to Maturity Amort. Scheduled
Loan Hyper- Maturity Date or ARD or ARD Term Ballon Balloon Security
No. Seller Group Date Amortizing or ARD (mos) (mos) (mos) Balance LTV
--- ------ ----- ---- ---------- ------ --- --- --- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22 CT 1 6/29/98 Yes 7/1/08 120 119 360 $22,756,229 64.8%
34 CT 1 4/20/98 Yes 5/1/08 120 117 300 $16,723,057 59.7%
35 CT 1 5/28/98 Yes 6/1/08 120 118 300 $4,914,449 46.5%
36 CT 1 5/28/98 Yes 6/1/08 120 118 300 $3,348,110 46.5%
37 CT 1 5/28/98 Yes 6/1/08 120 118 300 $2,086,944 46.5%
38 CT 1 5/28/98 Yes 6/1/08 120 118 300 $1,450,975 46.5%
39 CT 1 5/28/98 Yes 6/1/08 120 118 300 $991,650 46.5%
40 CT 1 5/28/98 Yes 6/1/08 120 118 300 $879,585 46.5%
41 CT 1 5/28/98 Yes 6/1/08 120 118 300 $837,592 46.5%
42 CT 1 5/14/98 Yes 6/1/08 120 118 300 $14,069,444 55.2%
43 CT 1 3/27/98 No 4/1/08 120 116 300 $13,311,754 49.1%
51 CT 1 5/27/98 No 6/1/18 240 238 229 $26,547 0.2%
52 CT 1 4/22/98 Yes 5/1/08 120 117 300 $9,243,782 61.2%
53 CT 1 4/15/98 No 5/1/18 240 237 360 $6,857,769 47.3%
54 CT 1 3/30/98 No 4/1/08 120 116 300 $9,044,555 62.8%
67 CT 1 2/27/98 Yes 3/1/08 120 115 300 $7,203,843 48.2%
77 CT 1 2/10/98 No 3/1/18 240 235 360 $5,157,462 43.7%
80 CT 1 5/1/98 Yes 5/1/08 120 117 300 $6,396,575 53.1%
83 CT 2 3/31/98 Yes 4/1/08 120 116 360 $6,470,754 51.8%
88 CT 1 6/30/98 No 7/1/23 300 299 300 $0 0.0%
89 CT 1 3/31/98 Yes 4/1/08 120 116 360 $6,273,218 73.4%
90 CT 1 4/28/98 No 5/1/08 120 117 300 $3,525,709 58.2%
91 CT 1 4/28/98 No 5/1/08 120 117 300 $2,025,747 58.2%
92 CT 1 1/29/98 Yes 2/1/08 120 114 360 $6,048,614 65.7%
93 CT 1 2/4/98 No 11/1/04 80 75 356 $6,454,430 52.5%
96 CT 1 2/24/98 No 3/1/08 120 115 300 $2,304,177 63.1%
97 CT 1 1/8/98 No 2/1/08 120 114 300 $1,816,252 63.1%
98 CT 1 2/24/98 No 3/1/08 120 115 300 $1,369,488 63.1%
99 CT 1 4/20/98 No 5/1/08 120 117 300 $1,603,355 53.0%
100 CT 1 4/20/98 No 5/1/08 120 117 300 $1,413,186 53.0%
101 CT 1 4/20/98 No 5/1/08 120 117 300 $961,901 53.0%
102 CT 1 4/20/98 No 5/1/08 120 117 300 $691,855 53.0%
103 CT 1 4/20/98 No 5/1/08 120 117 300 $677,896 53.0%
109 CT 1 6/5/98 No 7/1/08 120 119 360 $5,392,307 64.2%
111 CT 1 2/9/98 Yes 3/1/08 120 115 376 $5,302,868 67.1%
112 CT 1 1/20/98 No 2/1/08 120 114 300 $2,573,377 41.7%
113 CT 1 1/20/98 No 2/1/08 120 114 300 $1,921,038 41.7%
115 CT 1 10/14/97 No 11/1/07 120 111 300 $4,499,257 56.6%
116 CT 1 6/3/98 No 7/1/08 120 119 300 $4,372,222 55.3%
117 CT 1 3/26/98 No 4/1/08 120 116 360 $4,598,799 61.3%
118 CT 1 1/9/98 No 5/1/08 120 117 300 $4,244,819 48.8%
125 CT 1 4/28/98 No 5/1/08 120 117 300 $4,055,505 55.4%
126 CT 1 2/12/98 No 3/1/08 120 115 300 $4,050,489 58.7%
127 CT 1 4/9/98 No 5/1/18 240 237 240 $0 0.0%
128 CT 1 2/26/98 Yes 3/1/13 180 175 240 $1,648,376 31.8%
129 CT 1 2/26/98 Yes 3/1/13 180 175 240 $549,457 31.8%
131 CT 1 2/19/98 No 3/1/13 180 175 300 $3,066,577 48.7%
135 CT 1 4/22/98 No 5/1/08 120 117 300 $3,694,021 56.0%
136 CT 1 4/21/98 Yes 5/1/03 60 57 300 $4,223,006 74.1%
137 CT 1 3/16/98 Yes 4/1/08 120 116 300 $3,617,233 60.3%
138 CT 1 2/27/98 No 3/1/08 120 115 300 $3,593,229 56.1%
142 CT 1 4/15/98 Yes 5/1/18 240 237 300 $1,585,365 27.3%
145 CT 1 3/18/98 Yes 4/1/13 180 176 300 $2,580,546 44.3%
146 CT 1 2/4/98 No 3/1/13 180 175 300 $1,176,496 47.2%
147 CT 1 2/4/98 No 3/1/13 180 175 300 $690,340 47.2%
148 CT 1 2/4/98 No 3/1/13 180 175 300 $738,956 47.2%
150 CT 1 2/4/98 No 3/1/13 180 175 300 $832,948 46.8%
151 CT 1 2/4/98 No 3/1/13 180 175 300 $800,536 46.8%
152 CT 1 2/4/98 No 3/1/13 180 175 300 $495,880 46.8%
153 CT 1 2/4/98 No 3/1/13 180 175 300 $453,744 46.8%
156 CT 1 4/13/98 Yes 5/1/08 120 117 300 $3,136,234 64.7%
159 CT 2 3/18/98 Yes 4/1/08 120 116 360 $3,235,377 64.7%
160 CT 1 3/27/98 No 4/1/03 60 56 300 $3,474,220 62.0%
163 CT 3 3/31/98 Yes 4/1/08 120 116 360 $3,080,327 67.0%
164 CT 1 2/27/98 No 3/1/01 36 31 300 $3,356,412 64.2%
166 CT 1 3/26/98 No 4/1/18 240 236 240 $0 0.0%
168 CT 1 5/1/98 No 6/1/18 240 238 240 $0 0.0%
169 CT 1 5/1/98 No 6/1/18 240 238 240 $0 0.0%
170 CT 1 5/1/98 No 6/1/18 240 238 240 $0 0.0%
171 CT 1 2/26/98 No 3/1/23 300 295 300 $0 0.0%
172 CT 1 5/1/98 Yes 5/1/08 120 117 300 $1,471,761 54.0%
173 CT 1 5/1/98 Yes 5/1/08 120 117 300 $1,126,846 54.0%
174 CT 1 3/11/98 No 10/1/07 114 110 294 $2,667,334 62.0%
175 CT 1 4/9/98 No 5/1/13 180 177 300 $1,426,568 43.3%
176 CT 1 4/9/98 No 5/1/13 180 177 300 $586,366 43.3%
178 CT 1 1/15/98 Yes 2/1/08 120 114 360 $2,755,915 68.9%
179 CT 1 4/2/98 Yes 5/1/08 120 117 360 $2,748,352 67.0%
180 CT 1 2/25/98 No 3/1/13 180 175 360 $2,345,436 52.1%
182 CT 1 3/27/98 Yes 4/1/08 120 116 300 $2,486,944 57.2%
183 CT 1 3/10/98 No 4/1/08 120 116 240 $2,126,283 46.2%
186 CT 1 1/29/98 No 2/1/13 180 174 180 $0 0.0%
188 CT 1 4/14/98 No 5/1/08 120 117 240 $2,006,657 48.9%
189 CT 1 1/28/98 Yes 2/1/08 120 114 300 $2,342,136 59.9%
190 CT 1 4/17/98 Yes 5/1/13 180 177 360 $2,138,345 57.8%
191 CT 1 2/26/98 No 3/1/08 120 115 300 $2,271,097 61.4%
192 CT 3 1/29/98 Yes 2/1/08 120 114 300 $2,270,633 63.4%
193 CT 1 2/12/98 No 3/1/13 180 175 360 $2,080,796 59.5%
194 CT 1 3/31/98 No 4/1/13 180 176 360 $2,094,144 63.5%
196 CT 1 5/6/98 Yes 6/1/08 120 118 300 $2,158,845 60.0%
198 CT 1 5/7/98 No 6/1/18 240 238 240 $0 0.0%
199 CT 2 2/4/98 Yes 3/1/08 120 115 360 $2,329,470 58.6%
200 CT 1 2/27/98 Yes 3/1/08 120 115 300 $2,187,264 60.3%
201 CT 1 4/28/98 No 5/1/08 120 117 300 $2,123,686 63.0%
202 CT 1 4/28/98 No 5/1/13 180 177 300 $1,644,455 42.2%
203 CT 3 3/3/98 Yes 4/1/08 120 116 360 $2,157,168 68.0%
204 CT 1 3/27/98 Yes 4/1/08 120 116 300 $1,025,810 57.7%
205 CT 1 3/27/98 Yes 4/1/08 120 116 300 $992,949 57.7%
207 CT 1 3/6/98 No 4/1/13 180 176 180 $0 0.0%
208 CT 1 3/31/98 No 4/1/18 240 236 240 $0 0.0%
209 CT 1 3/31/98 No 4/1/18 240 236 240 $0 0.0%
210 CT 1 3/13/98 No 4/1/08 120 116 360 $2,146,331 57.5%
211 CT 1 1/29/98 Yes 2/1/08 120 114 360 $2,110,268 64.9%
212 CT 1 5/1/98 No 6/1/23 300 298 288 $0 0.0%
213 CT 1 3/23/98 No 4/1/08 120 116 300 $1,363,988 58.0%
214 CT 1 3/23/98 No 4/1/08 120 116 300 $561,642 58.0%
215 CT 1 3/19/98 No 4/1/08 120 116 300 $1,912,505 28.1%
216 CT 1 2/6/98 No 3/1/08 120 115 300 $1,931,721 56.9%
217 CT 1 3/26/98 No 4/1/13 180 176 240 $284,893 27.0%
218 CT 1 3/26/98 No 4/1/13 180 176 240 $278,928 27.0%
219 CT 1 3/26/98 No 4/1/13 180 176 240 $238,587 27.0%
220 CT 1 3/26/98 No 4/1/13 180 176 240 $225,393 27.0%
222 CT 1 3/5/98 No 4/1/08 120 116 300 $905,771 62.0%
223 CT 1 3/5/98 No 4/1/08 120 116 300 $675,609 62.0%
224 CT 1 3/5/98 No 4/1/08 120 116 300 $281,848 62.0%
225 CT 1 3/19/98 No 4/1/23 300 296 300 $0 0.0%
226 CT 1 3/26/98 No 4/1/08 120 116 300 $1,810,990 63.5%
227 CT 1 4/16/98 No 5/1/13 180 177 300 $1,455,623 38.3%
228 CT 1 3/18/98 No 4/1/13 180 176 180 $0 0.0%
229 CT 1 3/18/98 No 4/1/13 180 176 180 $0 0.0%
230 CT 1 4/29/98 Yes 5/1/13 180 177 360 $1,572,642 54.6%
231 CT 1 4/28/98 No 5/1/14 192 189 192 $0 0.0%
232 CT 1 1/28/98 No 8/1/07 114 108 355 $1,830,419 73.2%
233 CT 1 3/13/98 No 4/1/08 120 116 300 $1,645,654 61.0%
234 CT 1 5/19/98 Yes 6/1/08 120 118 240 $1,408,544 48.9%
235 CT 1 4/28/98 Yes 5/1/08 120 117 300 $1,587,007 57.3%
236 CT 1 3/27/98 No 4/1/08 120 116 300 $1,604,480 59.0%
237 CT 1 3/4/98 Yes 4/1/13 180 176 300 $1,237,247 34.4%
238 CT 2 3/31/98 No 4/1/08 120 116 300 $1,578,184 60.7%
240 CT 1 2/4/98 No 3/1/08 120 115 300 $1,579,070 52.6%
241 CT 1 9/2/97 No 10/1/07 120 110 300 $1,668,810 49.8%
242 CT 3 2/3/98 No 3/1/08 120 115 360 $1,758,849 66.6%
243 CT 1 3/18/98 No 4/1/13 180 176 180 $0 0.0%
244 CT 1 1/20/98 No 2/1/08 120 114 300 $1,610,477 48.8%
245 CT 1 10/20/97 No 11/1/07 120 111 300 $1,611,623 50.4%
246 CT 1 10/10/97 No 11/1/07 120 111 360 $1,709,671 62.2%
248 CT 1 4/7/98 Yes 5/1/08 120 117 300 $1,500,542 56.1%
249 CT 1 3/19/98 No 4/1/08 120 116 300 $1,544,070 47.5%
252 CT 1 4/3/98 Yes 5/1/11 156 153 300 $1,262,742 50.5%
253 CT 1 4/2/98 Yes 5/1/13 180 177 300 $1,116,041 39.9%
255 CT 1 4/9/98 No 5/1/13 180 177 180 $0 0.0%
256 CT 1 3/31/98 No 4/1/08 120 116 360 $1,551,683 69.7%
257 CT 3 2/6/98 No 3/1/08 120 115 300 $825,340 64.6%
258 CT 3 2/6/98 No 3/1/08 120 115 300 $637,162 64.6%
260 CT 1 3/27/98 No 4/1/08 120 116 300 $1,398,590 46.6%
261 CT 1 4/29/98 Yes 5/1/08 120 117 240 $1,163,441 48.5%
262 CT 3 3/4/98 Yes 4/1/08 120 116 300 $1,113,285 61.6%
263 CT 2 3/4/98 Yes 4/1/08 120 116 300 $237,990 61.6%
264 CT 1 3/30/98 Yes 4/1/08 120 116 300 $1,363,445 60.9%
265 CT 1 2/23/98 No 3/1/18 240 235 240 $0 0.0%
266 CT 1 2/25/98 No 3/1/08 120 115 300 $1,324,648 60.9%
267 CT 1 3/31/98 No 4/1/08 120 116 360 $1,412,995 61.7%
268 CT 1 5/18/98 Yes 6/1/08 120 118 300 $1,265,384 60.3%
269 CT 1 4/30/98 No 5/1/13 180 177 240 $495,887 32.3%
270 CT 1 4/30/98 No 5/1/13 180 177 240 $163,836 32.3%
271 CT 1 1/16/98 No 2/1/08 120 114 300 $1,287,538 46.0%
272 CT 1 4/7/98 Yes 5/1/08 120 117 300 $1,259,066 57.5%
273 CT 1 3/11/98 No 4/1/08 120 116 300 $1,205,744 40.2%
274 CT 1 2/27/98 No 3/1/08 120 115 300 $1,230,685 61.5%
275 CT 1 1/29/98 No 2/1/05 84 78 327 $1,364,300 62.0%
276 CT 1 2/9/98 Yes 3/1/08 120 115 300 $1,191,237 50.9%
277 CT 1 1/29/98 No 2/1/08 120 114 300 $1,188,371 57.5%
278 CT 1 2/4/98 Yes 3/1/13 180 175 300 $488,480 46.9%
279 CT 1 2/4/98 Yes 3/1/13 180 175 300 $449,820 46.9%
280 CT 3 4/30/98 Yes 5/1/08 120 117 300 $801,640 60.3%
281 CT 2 4/30/98 Yes 5/1/08 120 117 300 $388,030 60.3%
282 CT 1 3/17/98 No 4/1/23 300 296 300 $0 0.0%
283 CT 1 3/17/98 No 4/1/23 300 296 300 $0 0.0%
284 CT 1 3/17/98 No 4/1/23 300 296 300 $0 0.0%
285 CT 1 3/17/98 No 4/1/23 300 296 300 $0 0.0%
287 CT 1 2/23/98 No 3/1/08 120 115 360 $1,219,494 61.0%
288 CT 1 11/6/97 No 12/1/02 60 52 360 $1,298,668 66.9%
289 CT 1 5/8/98 Yes 6/1/13 180 178 240 $542,742 29.7%
291 CT 2 3/26/98 Yes 4/1/08 120 116 300 $1,035,236 52.4%
292 CT 1 5/7/98 No 6/1/13 180 178 180 $0 0.0%
293 CT 1 10/24/97 No 12/1/07 120 112 360 $1,135,885 60.1%
294 CT 1 5/6/98 Yes 6/1/08 120 118 360 $1,087,641 64.0%
295 CT 1 2/18/98 No 3/1/13 180 175 180 $0 0.0%
296 CT 1 2/20/98 Yes 3/1/03 60 55 360 $1,169,719 76.7%
297 CT 1 4/2/98 No 5/1/08 120 117 240 $835,051 49.1%
298 CT 1 4/6/98 No 5/1/13 180 177 300 $779,955 49.5%
299 CT 3 4/3/98 Yes 5/1/08 120 117 300 $945,041 37.8%
300 CT 1 4/6/98 No 5/1/13 180 177 240 $516,825 24.0%
301 CT 2 2/17/98 No 3/1/08 120 115 300 $959,484 58.2%
302 CT 1 3/3/98 No 4/1/18 240 236 240 $0 0.0%
303 CT 1 4/29/98 No 5/1/08 120 117 300 $916,411 55.5%
304 CT 2 12/19/97 No 1/1/08 120 113 300 $944,635 51.1%
305 CT 1 9/2/97 No 10/1/02 60 50 240 $1,028,120 57.1%
306 CT 1 1/21/98 No 2/1/18 240 234 240 $0 0.0%
307 CT 1 12/18/97 No 1/1/08 120 113 360 $1,001,209 58.0%
308 CT 1 4/30/98 No 5/1/23 300 297 300 $0 0.0%
309 CT 1 4/9/98 No 5/1/08 120 117 300 $902,520 56.4%
310 CT 1 4/8/98 No 5/1/08 120 117 300 $885,374 56.4%
311 CT 1 3/30/98 No 4/1/08 120 116 300 $885,372 46.6%
312 CT 1 3/12/98 No 4/1/08 120 116 240 $767,025 46.5%
313 CT 1 4/3/98 No 5/1/08 120 117 300 $877,683 65.0%
315 CT 2 1/9/98 No 2/1/08 120 114 300 $833,699 45.1%
316 CT 1 1/20/98 No 2/1/08 120 114 300 $819,389 60.7%
318 CT 1 3/23/98 No 4/1/08 120 116 300 $810,099 57.9%
319 CT 1 3/6/98 Yes 4/1/08 120 116 240 $678,903 50.3%
321 CT 1 3/9/98 No 3/1/08 120 115 300 $796,764 63.7%
322 CT 1 4/30/98 No 5/1/13 180 177 360 $747,840 49.9%
323 CT 1 1/30/98 No 2/1/13 180 174 345 $697,587 53.7%
324 CT 1 4/2/98 No 5/1/08 120 117 240 $631,380 52.6%
325 CT 1 3/11/98 No 4/1/18 240 236 240 $0 0.0%
326 CT 1 9/5/97 No 10/1/07 120 110 300 $755,076 58.1%
327 CT 1 3/26/98 No 4/1/13 180 176 300 $584,470 48.3%
328 CT 3 4/1/98 No 5/1/08 120 117 300 $697,196 63.4%
329 CT 1 1/30/98 No 2/1/08 120 114 300 $722,656 55.6%
330 CT 1 8/4/97 No 9/1/07 120 109 360 $757,897 62.1%
331 CT 1 2/3/98 No 3/1/08 120 115 300 $677,507 61.6%
332 CT 3 4/29/98 No 5/1/08 120 117 300 $654,416 63.8%
333 CT 1 3/20/98 No 4/1/13 180 176 300 $521,251 49.2%
334 CT 1 10/28/97 No 12/1/12 180 172 360 $609,045 49.2%
335 CT 1 10/24/97 No 12/1/07 120 112 360 $691,514 53.2%
336 CT 1 4/29/98 No 5/1/08 120 117 360 $653,946 64.1%
337 CT 1 11/7/97 No 1/1/08 120 113 300 $614,017 43.9%
338 CT 1 4/14/98 No 5/1/08 120 117 300 $603,694 52.2%
339 CT 3 4/6/98 No 5/1/08 120 117 300 $567,584 66.8%
340 CT 1 3/27/98 No 4/1/08 120 116 300 $518,301 55.7%
341 CT 1 3/3/98 No 4/1/08 120 116 300 $490,640 61.3%
342 CT 1 3/10/98 No 4/1/08 120 116 240 $423,694 53.0%
343 CT 1 9/10/97 No 10/1/07 120 110 360 $510,884 52.7%
344 CT 1 8/28/97 No 10/1/07 120 110 360 $504,099 65.5%
345 CT 1 1/27/98 No 2/1/13 180 174 300 $350,638 48.7%
346 CT 1 4/13/98 No 5/1/08 120 117 240 $363,637 53.5%
347 CT 1 9/5/97 No 10/1/07 120 110 360 $457,106 60.9%
348 CT 1 3/16/98 No 4/1/08 120 116 300 $417,341 56.4%
349 CT 1 11/19/97 No 12/1/07 120 112 360 $440,851 51.0%
350 CT 1 7/3/97 No 8/1/07 120 108 360 $456,428 50.7%
351 CT 2 4/23/98 No 5/1/08 120 117 300 $400,196 61.6%
352 CT 2 10/14/97 No 11/1/07 120 111 360 $407,811 63.2%
353 CT 3 4/3/98 No 5/1/08 120 117 300 $372,407 61.6%
354 CT 1 12/8/97 No 1/1/08 120 113 360 $365,905 50.1%
355 CT 1 2/18/98 No 3/1/08 120 115 313 $343,783 54.6%
356 CT 1 12/12/97 No 1/1/08 120 113 360 $332,472 63.3%
357 CT 1 9/30/97 No 11/1/12 180 171 180 $0 0.0%
358 CT 1 10/3/97 No 11/1/07 120 111 300 $288,754 51.1%
359 CT 1 11/5/97 No 12/1/07 120 112 300 $280,502 49.2%
360 CT 1 7/15/97 No 8/1/07 120 108 360 $298,910 56.9%
361 CT 1 11/6/97 No 12/1/12 180 172 180 $0 0.0%
362 CT 1 2/20/98 No 3/1/13 180 175 300 $204,440 47.0%
363 CT 1 12/26/97 No 1/1/13 180 173 360 $232,317 54.0%
364 CT 3 1/16/98 No 2/1/08 120 114 300 $243,815 57.4%
365 CT 3 2/20/98 No 3/1/08 120 115 314 $242,306 65.3%
366 CT 2 3/11/98 No 4/1/08 120 116 300 $233,766 55.7%
367 CT 1 3/17/98 No 4/1/18 240 236 240 $0 0.0%
368 CT 1 10/7/97 No 11/1/07 120 111 360 $241,461 56.8%
369 CT 1 2/26/98 No 3/1/08 120 115 300 $208,083 52.0%
370 CT 1 1/22/98 No 2/1/08 120 114 284 $180,355 25.8%
371 CT 1 3/26/98 No 4/1/08 120 116 360 $187,838 32.4%
372 CT 3 3/4/98 No 4/1/08 120 116 300 $166,936 66.8%
373 CT 1 3/18/98 No 4/1/08 120 116 300 $161,154 53.7%
374 CT 1 2/10/98 No 3/1/13 180 175 184 $7,491 2.5%
375 CT 1 2/20/98 No 3/1/13 180 175 180 $0 0.0%
376 CT 1 3/10/98 No 4/1/08 120 116 300 $141,094 58.8%
377 CT 1 1/20/98 No 2/1/08 120 114 300 $128,851 52.6%
378 CT 1 3/6/98 No 4/1/11 156 152 156 $0 0.0%
379 CT 2 1/12/98 No 2/1/08 120 114 300 $112,731 61.3%
380 CT 1 2/20/98 No 3/1/08 120 115 316 $112,231 64.5%
</TABLE>
<PAGE>
SCHEDULE IV
-----------
HEALTHCARE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan Administrative
No. Seller Group Type Master Primary Fee Healthcare Advisory Fee Trustee Excess Strip Cost Rate
--- ------ ----- ---- ------ ----------- ----------------------- ------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
22 CT 1 Fee 2.500 2.000 0.000 0.300 0.000 #NAME?
34 CT 1 Fee 2.500 2.000 0.000 0.300 0.000 4.800
35 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
36 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
37 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
38 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
39 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
40 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
41 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
42 CT 1 Fee 2.500 2.000 0.000 0.300 0.000 4.800
43 CT 1 Fee 2.500 2.000 0.000 0.300 0.000 4.800
51 CT 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
52 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
53 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
54 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
67 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
77 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
80 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
83 CT 2 Fee 2.500 3.000 0.000 0.300 0.000 5.800
88 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
89 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
90 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
91 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
92 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
93 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
96 CT 1 Fee 2.500 8.000 2.000 0.300 0.000 12.800
97 CT 1 Fee 2.500 8.000 2.000 0.300 0.000 12.800
98 CT 1 Fee 2.500 10.000 2.000 0.300 0.000 14.800
99 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
100 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
101 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
102 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
103 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
109 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
111 CT 1 Fee 2.500 3.000 0.000 0.300 0.000 5.800
112 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
113 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
115 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
116 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
117 CT 1 Leasehold 2.500 6.000 0.000 0.300 0.000 8.800
118 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
125 CT 1 Fee/Leasehold 2.500 6.000 0.000 0.300 0.000 8.800
126 CT 1 Fee 2.500 12.500 2.000 0.300 0.000 17.300
127 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
128 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
129 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
131 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
135 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
136 CT 1 Fee 2.500 6.000 2.000 0.300 0.000 10.800
137 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
138 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
142 CT 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
145 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
146 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
147 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
148 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
150 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
151 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
152 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
153 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
156 CT 1 Fee 2.500 6.000 2.000 0.300 0.000 10.800
159 CT 2 Fee 2.500 6.000 0.000 0.300 0.000 8.800
160 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
163 CT 3 Fee 2.500 8.000 0.000 0.300 0.000 10.800
164 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
166 CT 1 Fee 2.500 6.000 2.000 0.300 0.000 10.800
168 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
169 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
170 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
171 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
172 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
173 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
174 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
175 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
176 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
178 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
179 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
180 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
182 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
183 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
186 CT 1 Fee 2.500 6.000 0.000 0.300 0.000 8.800
188 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
189 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
190 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
191 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
192 CT 3 Fee 2.500 8.000 0.000 0.300 0.000 10.800
193 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
194 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
196 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
198 CT 1 Leasehold 2.500 8.000 0.000 0.300 0.000 10.800
199 CT 2 Fee 2.500 8.000 0.000 0.300 0.000 10.800
200 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
201 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
202 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
203 CT 3 Fee 2.500 8.000 0.000 0.300 0.000 10.800
204 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
205 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
207 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
208 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
209 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
210 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
211 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
212 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
213 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
214 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
215 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
216 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
217 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
218 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
219 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
220 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
222 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
223 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
224 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
225 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
226 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
227 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
228 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
229 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
230 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
231 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
232 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
233 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
234 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
235 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
236 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
237 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
238 CT 2 Fee 2.500 10.000 0.000 0.300 0.000 12.800
240 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
241 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
242 CT 3 Fee 2.500 10.000 0.000 0.300 0.000 12.800
243 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
244 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
245 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
246 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
248 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
249 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
252 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
253 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
255 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
256 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
257 CT 3 Fee 2.500 10.000 0.000 0.300 0.000 12.800
258 CT 3 Fee 2.500 12.000 0.000 0.300 0.000 14.800
260 CT 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
261 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
262 CT 3 Fee 2.500 10.000 0.000 0.300 0.000 12.800
263 CT 2 Fee 2.500 15.000 0.000 0.300 0.000 17.800
264 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
265 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
266 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
267 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
268 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
269 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
270 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
271 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
272 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
273 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
274 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
275 CT 1 Fee 2.500 10.000 2.000 0.300 0.000 14.800
276 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
277 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
278 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
279 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
280 CT 3 Fee 2.500 12.000 0.000 0.300 0.000 14.800
281 CT 2 Fee 2.500 15.000 0.000 0.300 0.000 17.800
282 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
283 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
284 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
285 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
287 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
288 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
289 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
291 CT 2 Fee 2.500 10.000 0.000 0.300 0.000 12.800
292 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
293 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
294 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
295 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
296 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
297 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
298 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
299 CT 3 Fee 2.500 12.500 0.000 0.300 0.000 15.300
300 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
301 CT 2 Fee 2.500 10.000 0.000 0.300 0.000 12.800
302 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
303 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
304 CT 2 Fee 2.500 10.000 0.000 0.300 0.000 12.800
305 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
306 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
307 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
308 CT 1 Fee 2.500 12.500 0.000 0.300 0.000 15.300
309 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
310 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
311 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
312 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
313 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
315 CT 2 Fee 2.500 10.000 0.000 0.300 0.000 12.800
316 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
318 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
319 CT 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
321 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
322 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
323 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
324 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
325 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
326 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
327 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
328 CT 3 Fee 2.500 12.000 0.000 0.300 0.000 14.800
329 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
330 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
331 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
332 CT 3 Fee 2.500 12.000 0.000 0.300 0.000 14.800
333 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
334 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
335 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
336 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
337 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
338 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
339 CT 3 Fee 2.500 12.000 0.000 0.300 0.000 14.800
340 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
341 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
342 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
343 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
344 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
345 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
346 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
347 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
348 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
349 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
350 CT 1 Fee 2.500 12.000 0.000 0.300 0.000 14.800
351 CT 2 Fee 2.500 15.000 0.000 0.300 0.000 17.800
352 CT 2 Fee 2.500 15.000 0.000 0.300 0.000 17.800
353 CT 3 Fee 2.500 15.000 0.000 0.300 0.000 17.800
354 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
355 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
356 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
357 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
358 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
359 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
360 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
361 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
362 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
363 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
364 CT 3 Fee 2.500 15.000 0.000 0.300 0.000 17.800
365 CT 3 Fee 2.500 15.000 0.000 0.300 0.000 17.800
366 CT 2 Fee 2.500 15.000 0.000 0.300 0.000 17.800
367 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
368 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
369 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
370 CT 1 Fee 2.500 15.000 2.000 0.300 0.000 19.800
371 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
372 CT 3 Fee 2.500 15.000 0.000 0.300 0.000 17.800
373 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
374 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
375 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 438384707.237
376 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
377 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
378 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
379 CT 2 Fee 2.500 15.000 0.000 0.300 0.000 17.800
380 CT 1 Fee 2.500 15.000 0.000 0.300 0.000 17.800
</TABLE>
<PAGE>
SCHEDULE II
-----------
MSMC MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan Loan
No. Seller Group Property Address
--- ------ ----- -------- -------
<S> <C> <C> <C> <C>
1 MS 2 2677 Larkin Street (2I) 2677 Larkin Street
2 MS 2 645 Stockton Street (2I) 645 Stockton Street
3 MS 2 1340 -1390 Taylor Street (2I) 1340--1390 Taylor Street
4 MS 2 1401 Jones Street (2I) 1401 Jones Street
5 MS 2 1870 Pacific Avenue (2I) 1870 Pacific Avenue
6 MS 2 500 Stanyan Street (2I) 500 Stanyan Street
7 MS 2 2075 - 2079 Market Street (2I) 2075 - 2079 Market Street
8 MS 2 1290 20th Avenue (2I) 1290 20th Avenue
9 MS 2 78 Buchanan Street (2I) 78 Buchanan Street
10 MS 1 2095 - 2099 Market Street (2I) 2095 - 2099 Market Street & 211 & 213 Church Street
11 MS 2 235 - 241 Church Street (2I) 235 - 241 Church Street
12 MS 1 1465 Burlingame Avenue (2I) 1465 Burlingame Avenue
13 MS 2 252 - 258 Church Street (2I) 252 - 258 Church Street
27 MS 1 Holiday Inn-Fond du Lac, WI (2III) 625 West Rolling Meadows Drive
28 MS 1 Comfort Suites-Appleton, WI (2III) 3809 West Wisconsin Ave
29 MS 1 Comfort Suites-Madison, WI (2III) 1253 John Q. Hammons Drive
30 MS 1 Budgetel-Madison, WI (2III) 8102 Excelsior Drive
31 MS 1 Holiday Inn Express-Osh Kosh, WI (2III) 2251 Westowne Avenue
32 MS 1 Budgetel-Fond du Lac, WI (2III) 77 Holiday Lane
33 MS 1 Elliott Bay Office Park 300 Elliott Avenue W.
44 MS 1 Westbrook (2V) 5747 State Route 128
45 MS 1 Green Acres (2V) 6074 Deerfield Road
46 MS 1 Compton Hills (2V) 9109 Pippin Road
47 MS 1 Skymeadow (2V) 2169 Tuley Road
48 MS 1 Eastgate (2V) 1751 East Ohio Pike
49 MS 1 Lake Remington (2V) 70 Glendale-Milford Road
50 MS 1 Shady Terrace (2V) 724 Covert Run Pike
55 MS 1 Jockey Hollow Office Complex 1300 Mt. Kemble Ave.
58 MS 3 River Oaks Apartments 20702 El Toro Road
63 MS 1 Harrows Warehouse-Melville, NY (2VII) 270 Spagnoli Road
64 MS 1 Harrows Shopping Center-Centereach, NY (2VII) 1953 Middle Country Road
65 MS 1 Harrows Shopping Center-Lynbrook, NY (2VII) 831-839 Sunrise Highway
66 MS 1 Harrows Shopping Center-Patchogue, NY (2VII) 573 Sunrise Highway
68 MS 1 Friendship Manor - Janesville (2VIII) 1918 North Washington Street
69 MS 1 Friendship Manor - Mayville (2VIII) 1091 Horicon Street
70 MS 1 Friendship Manor - North Hume (2VIII) 1316 North Hume Avenue
71 MS 1 Friendship Manor - West Mann (2VIII) 3013-3017 West Mann Road
72 MS 1 Friendship Manor - Hartford (2VIII) 109 Lone Oak Road
73 MS 1 Friendship Manor - Wisconsin Rapids (2VIII) 2511 Strawberry Lane
74 MS 1 Friendship Manor - Medford (2VIII) 509 Lemke Oak lane
75 MS 1 Friendship Manor - Fond du Lac (2VIII) 496 Wisconsin Court
76 MS 1 Friendship Manor - Shawano (2VIII) 844 Olsen Street
78 MS 1 Brooksedge Corporate Center Green Crest Drive
79 MS 1 Bayside Plaza 700 Airport Blvd.
81 MS 1 Holiday Inn-Lauderdale, FL 4116 North Ocean Boulevard
84 MS 1 Galleries of Syracuse 415-447 South Salina Street
86 MS 3 Emerald Pointe Apartments 8670 Camino Collegio
87 MS 1 Sheraton Inn-Columbus, GA 5351 Simons Boulevard
94 MS 1 Pleasanton Square II 5755- 6015 Johnson Drive
95 MS 3 West Garden Apartments 3011 West 76th Street
104 MS 3 Cranbrook III 955 Cranbrook Court
106 MS 1 Courtyard by Marriott-Naples, FL 3250 9th Street North
110 MS 1 225 Arizona Avenue 225 Arizona Avenue
119 MS 1 Courtyard by Marriott-Springfield, OR 3443 Hutton Street
121 MS 1 19 Crosby Drive 19 Crosby Drive
122 MS 3 Heritage House Apartments 515-545 Sycamore Lane
123 MS 1 Fairfield Inn-New Orleans Airport 1801 32nd Street
124 MS 1 Kearny Office Park 8304-8344 Clairemont Mesa
130 MS 3 Arnaz Arms Apartments 467 S. Arnaz Drive
132 MS 3 Phoenix Court 11026 SE 240th St.
134 MS 1 Holiday Inn-Treasure Island, FL 10908 Gulf Boulevard
140 MS 1 Reservoir Plaza 473-479 Winter Street
143 MS 2 St. Doris Apartments 1451-1491 N. Peach Ave.
144 MS 1 Shoppes of Arrowhead 2471 South University Drive
154 MS 1 Days Inn-Tacoma, WA 6802 Tacoma Mall Boulevard
157 MS 1 349 Main Street (2H) 349 Main Street
158 MS 1 300/310 Main Street (2H) 300/310 Main Street
161 MS 1 Prime Time Medford Apartments 2979 Barnett Road
162 MS 1 Warmington Building 3090 Pullman Street
165 MS 1 Holiday Inn-Bath, ME 139 Western Avenue
177 MS 1 Colima Plaza 18720-18742 Colima Road
181 MS 1 60 Messenger Street 60 Messenger Street
184 MS 1 Hampton Inn-Cedar Rapids, IA 3265 6th Street SW
187 MS 1 Lemon Grove Square 7103-7155 Broadway
195 MS 1 Central Heights Shopping Center 7301-97 West Central
206 MS 1 Super 8-Madison, WI 1602 West Beltline Highway
221 MS 1 H.S.T. Building 8985 Crestmar Point
247 MS 2 West 24th Street Apartments 6011-6041 West 24th Avenue
250 MS 1 Maple Manor Apartments 3001 Wedington Drive
251 MS 1 Regency Walk 10230 Atlantic Blvd.
254 MS 1 Oceanside Square 4750-4760 Oceanside Blvd.
259 MS 3 Whispering Pines Apartments 5801 Altama Avenue
286 MS 1 Our Shopping Center 2006 Waveland Road
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Related Mortgage
Loan Loan Property Loans Cut-Off Mortgage Note
No. Seller Group City State Type (by Loan No.) Date Balance Unit or SF Rate
--- ------ ----- ---- ----- ---- ------------- ------------ ---------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 MS 2 San Francisco CA Multifamily $6,386,567.25 $118,983 6.970%
2 MS 2 San Francisco CA Multifamily $5,674,747.40 $118,983 6.970%
3 MS 2 San Francisco CA Multifamily $5,054,295.39 $118,983 6.970%
4 MS 2 San Francisco CA Multifamily $4,695,699.62 $118,983 6.970%
5 MS 2 San Francisco CA Multifamily $3,416,813.48 $118,983 6.970%
6 MS 2 San Francisco CA Multifamily $3,281,098.92 $118,983 6.970%
7 MS 2 San Francisco CA Multifamily $3,013,073.65 $118,983 6.970%
8 MS 2 San Francisco CA Multifamily $2,953,787.35 $118,983 6.970%
9 MS 2 San Francisco CA Multifamily $2,714,291.08 $118,983 6.970%
10 MS 1 San Francisco CA Mixed Use $2,650,425.41 $120 6.970%
11 MS 2 San Francisco CA Multifamily $1,428,994.42 $118,983 6.970%
12 MS 1 Burlingame CA Retail $810,320.67 $120 6.970%
13 MS 2 San Francisco CA Multifamily $753,793.54 $118,983 6.970%
27 MS 1 Fond du Lac WI Hospitality $5,154,622.79 $36,706 7.320%
28 MS 1 Appleton WI Hospitality $5,068,110.76 $36,706 7.320%
29 MS 1 Madison WI Hospitality $4,260,673.47 $36,706 7.320%
30 MS 1 Madison WI Hospitality $4,109,279.44 $36,706 7.320%
31 MS 1 Oshkosh WI Hospitality $2,696,263.92 $36,706 7.320%
32 MS 1 Fond du Lac WI Hospitality $2,386,265.81 $36,706 7.320%
33 MS 1 Seattle WA Office $23,000,000.00 $105 7.440%
44 MS 1 Cleves OH Mobile Home Park $4,529,835.33 $13,705 7.200%
45 MS 1 Goshen Township OH Mobile Home Park $3,541,862.63 $13,705 7.200%
46 MS 1 Cincinnati OH Mobile Home Park $2,452,359.12 $13,705 7.200%
47 MS 1 Hamilton OH Mobile Home Park $2,042,330.93 $13,705 7.200%
48 MS 1 Amelia OH Mobile Home Park $1,249,609.74 $13,705 7.200%
49 MS 1 Loveland OH Mobile Home Park $1,191,034.28 $13,705 7.200%
50 MS 1 Bellevue KY Mobile Home Park $808,341.30 $13,705 7.200%
55 MS 1 Harding Township NJ Office $11,250,000.00 $114 7.290%
58 MS 3 Lake Forest CA Multifamily $9,979,120.10 $55,440 6.990%
63 MS 1 Melville NY Industrial $3,603,512.79 $47 8.250%
64 MS 1 Centereach NY Retail $3,319,024.94 $47 8.250%
65 MS 1 Lynbrook NY Retail $1,212,816.63 $47 8.250%
66 MS 1 Patchogue NY Retail $848,472.54 $47 8.250%
68 MS 1 Janesville WI Healthcare $1,563,901.96 $38,691 8.430%
69 MS 1 Mayville WI Healthcare $1,360,593.87 $38,691 8.430%
70 MS 1 Marshfield WI Healthcare $1,333,692.90 $38,691 8.430%
71 MS 1 Marshfield WI Healthcare $980,880.62 $38,691 8.430%
72 MS 1 Hartford WI Healthcare $914,882.48 $38,691 8.430%
73 MS 1 Wisconsin Rapids WI Healthcare $774,131.25 $38,691 8.430%
74 MS 1 Medford WI Healthcare $735,033.07 $38,691 8.430%
75 MS 1 Fond du Lac WI Healthcare $641,199.26 $38,691 8.430%
76 MS 1 Shawano WI Healthcare $633,380.02 $38,691 8.430%
78 MS 1 Westerville OH Industrial $8,601,273.17 $47 7.240%
79 MS 1 Burlingame CA Office $8,107,637.30 $64 7.500%
81 MS 1 Lauderdale by the Sea FL Hospitality $7,677,558.36 $41,056 7.680%
84 MS 1 Syracuse NY Office $7,439,284.91 $32 7.890%
86 MS 3 Rohnert Park CA Multifamily $7,302,991.54 $53,698 7.300%
87 MS 1 Columbus GA Hospitality (106), (134), (165) $7,235,226.10 $40,877 7.605%
94 MS 1 Pleasanton CA Retail $6,904,652.97 $133 6.970%
95 MS 3 Hialeah FL Multifamily (247) $6,814,959.96 $36,058 6.940%
104 MS 3 Davis CA Multifamily $6,545,027.52 $30,301 8.340%
106 MS 1 Naples FL Hospitality (87), (134), (165) $6,461,424.39 $63,347 7.455%
110 MS 1 Santa Monica CA Mixed Use $6,231,803.56 $227 7.400%
119 MS 1 Springfield OR Hospitality $5,281,924.45 $45,534 7.510%
121 MS 1 Bedford MA Office $5,119,222.25 $72 7.990%
122 MS 3 Davis CA Multifamily $5,102,890.38 $31,695 8.660%
123 MS 1 Kenner LA Hospitality $5,090,066.29 $48,019 7.840%
124 MS 1 San Diego CA Office $5,024,527.86 $37 7.750%
130 MS 3 Los Angeles CA Multifamily $4,944,631.69 $52,049 7.430%
132 MS 3 Kent WA Multifamily $4,785,964.51 $23,461 6.990%
134 MS 1 Treasure Island FL Hospitality (87), (106), (165) $4,700,000.00 $40,171 7.455%
140 MS 1 Waltham MA Retail $4,391,143.86 $122 7.130%
143 MS 2 Fresno CA Multifamily $4,350,591.61 $14,502 7.750%
144 MS 1 Davie FL Retail $4,247,893.60 $100 7.720%
154 MS 1 Tacoma WA Hospitality $3,884,646.97 $30,114 7.820%
157 MS 1 Pleasanton CA Mixed Use $1,897,591.22 $143 7.540%
158 MS 1 Pleasanton CA Retail $1,897,591.22 $143 7.540%
161 MS 1 Medford OR Healthcare $3,585,106.64 $42,680 7.560%
162 MS 1 Costa Mesa CA Office $3,582,061.86 $85 7.570%
165 MS 1 Bath ME Hospitality (87), (106), (134) $3,492,730.90 $24,771 7.505%
177 MS 1 Rowland Heights CA Retail $3,164,709.07 $94 7.810%
181 MS 1 Plainville MA Office $3,095,388.82 $134 7.950%
184 MS 1 Cedar Rapids IA Hospitality $3,034,670.84 $28,629 7.510%
187 MS 1 Lemon Grove CA Retail $2,934,979.42 $88 7.730%
195 MS 1 Wichita KS Retail $2,732,000.99 $27 7.680%
206 MS 1 Madison WI Hospitality $2,487,507.09 $28,267 7.550%
221 MS 1 San Diego CA Industrial $2,334,442.90 $42 8.420%
247 MS 2 Hialeah FL Multifamily (95) $1,897,298.34 $36,487 7.080%
250 MS 1 Fayetteville AR Multifamily $1,848,871.18 $14,444 7.080%
251 MS 1 Jacksonville FL Retail $1,836,981.65 $53 7.870%
254 MS 1 Oceanside CA Retail $1,787,917.54 $52 8.640%
259 MS 3 Brunswick GA Multifamily $1,697,564.96 $15,718 7.050%
286 MS 1 Waveland MS Retail $1,414,091.97 $13 7.530%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Term to Rem. Term
Maturity o Maturity Amort. Scheduled
Loan Loan Hyper- Maturity dat or ARD or ARD Term Balloon Balloon Security
No. Seller Group Date Amortizing or ARD (mos) (mos) (mos) Balance LTV
--- ------ ----- ---- ---------- ------ ----- ----- ----- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 MS 2 4/7/98 Yes 5/1/08 120 117 360 $5,578,984 66.4%
2 MS 2 4/7/98 Yes 5/1/08 120 117 360 $4,957,174 66.4%
3 MS 2 4/7/98 Yes 5/1/08 120 117 360 $4,415,178 66.4%
4 MS 2 4/7/98 Yes 5/1/08 120 117 360 $4,101,927 66.4%
5 MS 2 4/7/98 Yes 5/1/08 120 117 360 $2,984,756 66.4%
6 MS 2 4/7/98 Yes 5/1/08 120 117 360 $2,866,203 66.4%
7 MS 2 4/7/98 Yes 5/1/08 120 117 360 $2,632,070 66.4%
8 MS 2 4/7/98 Yes 5/1/08 120 117 360 $2,580,280 66.4%
9 MS 2 4/7/98 Yes 5/1/08 120 117 360 $2,371,068 66.4%
10 MS 1 4/7/98 Yes 5/1/08 120 117 360 $2,315,279 66.4%
11 MS 2 4/7/98 Yes 5/1/08 120 117 360 $1,248,298 66.4%
12 MS 1 4/7/98 Yes 5/1/08 120 117 360 $707,855 66.4%
13 MS 2 4/7/98 Yes 5/1/08 120 117 360 $658,476 66.4%
27 MS 1 3/20/98 No 4/1/08 120 116 276 $3,979,004 55.7%
28 MS 1 3/20/98 No 4/1/08 120 116 276 $3,912,223 55.7%
29 MS 1 3/20/98 No 4/1/08 120 116 276 $3,288,938 55.7%
30 MS 1 3/20/98 No 4/1/08 120 116 276 $3,172,073 55.7%
31 MS 1 3/20/98 No 4/1/08 120 116 276 $2,081,324 55.7%
32 MS 1 3/20/98 No 4/1/08 120 116 276 $1,842,027 55.7%
33 MS 1 6/1/98 Yes 6/1/08 120 118 360 $20,753,242 66.3%
44 MS 1 5/20/98 No 6/1/08 120 118 360 $3,977,624 68.6%
45 MS 1 5/20/98 No 6/1/08 120 118 360 $3,110,091 68.6%
46 MS 1 5/20/98 No 6/1/08 120 118 360 $2,153,403 68.6%
47 MS 1 5/20/98 No 6/1/08 120 118 360 $1,793,359 68.6%
48 MS 1 5/20/98 No 6/1/08 120 118 360 $1,097,276 68.6%
49 MS 1 5/20/98 No 6/1/08 120 118 360 $1,045,840 68.6%
50 MS 1 5/20/98 No 6/1/08 120 118 360 $709,800 68.6%
55 MS 1 7/1/98 No 8/1/08 120 120 360 $9,902,494 66.0%
58 MS 3 4/23/98 No 5/1/08 120 117 360 $8,721,809 63.2%
63 MS 1 5/21/98 No 6/1/08 120 118 300 $2,997,672 53.8%
64 MS 1 5/21/98 No 6/1/08 120 118 300 $2,761,014 53.8%
65 MS 1 5/21/98 No 6/1/08 120 118 300 $1,008,912 53.8%
66 MS 1 5/21/98 No 6/1/08 120 118 300 $705,823 53.8%
68 MS 1 6/18/98 No 7/1/08 120 119 240 $1,121,443 56.1%
69 MS 1 6/18/98 No 7/1/08 120 119 240 $975,655 56.1%
70 MS 1 6/18/98 No 7/1/08 120 119 240 $956,365 56.1%
71 MS 1 6/18/98 No 7/1/08 120 119 240 $703,371 56.1%
72 MS 1 6/18/98 No 7/1/08 120 119 240 $656,044 56.1%
73 MS 1 6/18/98 No 7/1/08 120 119 240 $555,115 56.1%
74 MS 1 6/18/98 No 7/1/08 120 119 240 $527,077 56.1%
75 MS 1 6/18/98 No 7/1/08 120 119 240 $459,792 56.1%
76 MS 1 6/18/98 No 7/1/08 120 119 240 $454,154 56.1%
78 MS 1 3/20/98 No 4/1/08 120 116 360 $7,571,192 65.8%
79 MS 1 6/20/97 No 8/1/07 120 108 300 $6,556,054 23.2%
81 MS 1 4/3/98 Yes 5/1/08 120 117 300 $6,290,591 61.1%
84 MS 1 11/10/97 No 12/1/07 120 112 300 $6,161,070 56.0%
86 MS 3 12/15/95 No 1/1/06 120 89 360 $6,480,559 55.9%
87 MS 1 5/14/98 No 6/1/08 120 118 300 $5,908,632 56.3%
94 MS 1 3/26/98 No 4/1/13 180 176 360 $5,292,457 57.2%
95 MS 3 5/28/98 Yes 6/1/08 120 118 360 $5,943,861 65.3%
104 MS 3 10/2/95 No 11/1/05 120 87 360 $5,917,923 55.8%
106 MS 1 5/13/98 No 6/1/08 120 118 300 $5,253,375 56.8%
110 MS 1 5/15/98 No 6/1/08 120 118 360 $5,499,962 61.1%
119 MS 1 5/28/98 No 6/1/18 240 238 240 $201,653 2.6%
121 MS 1 5/27/98 No 6/1/08 120 118 360 $4,583,435 62.8%
122 MS 3 4/24/96 No 5/1/06 120 93 300 $4,309,448 51.9%
123 MS 1 5/22/98 No 6/1/08 120 118 300 $4,185,317 55.1%
124 MS 1 12/27/95 No 1/1/06 120 89 300 $4,188,801 45.5%
130 MS 3 1/11/96 No 2/1/06 120 90 360 $4,393,695 44.8%
132 MS 3 3/31/98 No 4/1/08 120 116 360 $4,185,991 54.4%
134 MS 1 7/1/98 No 8/1/08 120 120 300 $3,813,117 53.7%
140 MS 1 4/6/98 No 5/1/08 120 117 360 $3,851,814 55.0%
143 MS 2 9/22/97 No 10/1/07 120 110 360 $3,891,720 53.7%
144 MS 1 6/30/98 No 7/1/08 120 119 360 $3,776,606 71.0%
154 MS 1 3/11/98 No 4/1/08 120 116 300 $3,198,796 55.6%
157 MS 1 5/11/98 No 6/1/08 120 118 360 $1,680,601 65.9%
158 MS 1 5/11/98 No 6/1/08 120 118 360 $1,680,601 65.9%
161 MS 1 3/16/98 No 4/1/08 120 116 300 $2,930,120 61.0%
162 MS 1 4/29/98 No 5/1/08 120 117 240 $2,502,339 39.4%
165 MS 1 5/13/98 No 6/1/08 120 118 300 $2,843,932 56.9%
177 MS 1 3/23/98 No 5/1/08 120 117 360 $2,823,228 57.6%
181 MS 1 6/9/98 No 7/1/08 120 119 240 $2,183,626 46.5%
184 MS 1 4/24/98 No 5/1/08 120 117 240 $2,115,521 35.3%
187 MS 1 4/16/98 No 5/1/08 120 117 360 $2,613,257 71.1%
195 MS 1 5/15/98 No 6/1/13 180 178 300 $1,795,017 49.2%
206 MS 1 4/24/98 No 5/1/08 120 117 240 $1,736,502 40.4%
221 MS 1 7/1/97 No 6/1/07 120 106 240 $1,667,526 48.5%
247 MS 2 5/28/98 Yes 6/1/08 120 118 360 $1,660,855 65.1%
250 MS 1 6/9/98 No 7/1/08 120 119 360 $1,617,337 59.7%
251 MS 1 4/2/98 No 5/1/08 120 117 360 $1,641,114 71.4%
254 MS 1 8/14/97 No 9/1/07 120 109 360 $1,599,106 58.4%
259 MS 3 5/21/98 No 6/1/08 120 118 360 $1,484,854 64.6%
286 MS 1 3/13/98 No 4/1/08 120 116 300 $1,154,733 51.3%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Healthcare Administrative
Loan Loan Primary Advisory Cost
No. Seller Group Type Master Fee Fee Trustee Excess Strip Rate
--- ------ ----- ---- ------ --- --- ------- ------------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
2 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
3 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
4 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
5 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
6 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
7 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
8 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
9 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
10 MS 1 Fee 2.500 7.000 0.000 0.300 0.000 9.800
11 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
12 MS 1 Fee 2.500 7.000 0.000 0.300 0.000 9.800
13 MS 2 Fee 2.500 7.000 0.000 0.300 0.000 9.800
27 MS 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
28 MS 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
29 MS 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
30 MS 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
31 MS 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
32 MS 1 Fee 2.500 10.000 0.000 0.300 0.000 12.800
33 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
44 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
45 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
46 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
47 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
48 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
49 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
50 MS 1 Fee 2.500 5.000 0.000 0.300 0.000 7.800
55 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
58 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
63 MS 1 Fee 2.500 9.000 0.000 0.300 0.000 11.800
64 MS 1 Fee 2.500 9.000 0.000 0.300 0.000 11.800
65 MS 1 Fee 2.500 9.000 0.000 0.300 0.000 11.800
66 MS 1 Fee 2.500 9.000 0.000 0.300 0.000 11.800
68 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
69 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
70 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
71 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
72 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
73 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
74 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
75 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
76 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
78 MS 1 Fee 2.500 9.000 0.000 0.300 0.000 11.800
79 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
81 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
84 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
86 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
87 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
94 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
95 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
104 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
106 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
110 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
119 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
121 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
122 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
123 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
124 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
130 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
132 MS 3 Fee 2.500 9.700 0.000 0.300 0.000 12.500
134 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
140 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
143 MS 2 Fee 2.500 2.500 0.000 0.300 0.000 5.300
144 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
154 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
157 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
158 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
161 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
162 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
165 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
177 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
181 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
184 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
187 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
195 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
206 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
221 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
247 MS 2 Fee 2.500 2.500 0.000 0.300 0.000 5.300
250 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
251 MS 1 Fee 2.500 9.700 0.000 0.300 0.000 12.500
254 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
259 MS 3 Fee 2.500 2.500 0.000 0.300 0.000 5.300
286 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Loan
No. Seller Group Property Address
--- ------ ----- -------- -------
<S> <C> <C> <C> <C>
1 MS 2 2677 Larkin Street (2I) 2677 Larkin Street
2 MS 2 645 Stockton Street (2I) 645 Stockton Street
3 MS 2 1340 -1390 Taylor Street (2I) 1340--1390 Taylor Street
4 MS 2 1401 Jones Street (2I) 1401 Jones Street
5 MS 2 1870 Pacific Avenue (2I) 1870 Pacific Avenue
6 MS 2 500 Stanyan Street (2I) 500 Stanyan Street
7 MS 2 2075 - 2079 Market Street (2I) 2075 - 2079 Market Street
8 MS 2 1290 20th Avenue (2I) 1290 20th Avenue
9 MS 2 78 Buchanan Street (2I) 78 Buchanan Street
10 MS 1 2095 - 2099 Market Street (2I) 2095 - 2099 Market Street &
211 & 213 Church Street
11 MS 2 235 - 241 Church Street (2I) 235 - 241 Church Street
12 MS 1 1465 Burlingame Avenue (2I) 1465 Burlingame Avenue
13 MS 2 252 - 258 Church Street (2I) 252 - 258 Church Street
14 RMF 1 Fountain View Nursing Home (2A) 215 First Street N.E.
15 RMF 1 Greeneville West Health Care Center (2A) 106 Holt Court
16 RMF 1 Bay St. Joseph Care Center (2A) 220 9th Street
17 RMF 1 Heritage Manor of Abbeville (2A) 2403 Alonzo Drive
18 RMF 1 Panola Nursing Home (2A) 501 Cottage Road
19 RMF 1 Jackson Manor Nursing Home (2A) U.S. Highway 167 South
20 RMF 1 West Mesa Health Care Center (2A) 9150 McMahon Blvd. N.W.
21 RMF 1 Pickett County Nursing Home (2A) 129 Hillcrest Drive
22 CT 1 Broadview Village Square Cermak Road & 17th Avenue
23 RMF 1 The Courville at Nashua & Villas at Nashua (2II) 22 Hunt Street/22.5 Hunt Street
24 RMF 1 Aynsley Place (2II) 80 Lake Street
25 RMF 1 The Courville at Manchester (2II) 44 West Webster Street
26 RMF 1 Carlyle Place (2II) 44 Route 101
27 MS 1 Holiday Inn-Fond du Lac, WI (2III) 625 West Rolling Meadows Drive
28 MS 1 Comfort Suites-Appleton, WI (2III) 3809 West Wisconsin Ave
29 MS 1 Comfort Suites-Madison, WI (2III) 1253 John Q. Hammons Drive
30 MS 1 Budgetel-Madison, WI (2III) 8102 Excelsior Drive
31 MS 1 Holiday Inn Express-Osh Kosh, WI (2III) 2251 Westowne Avenue
32 MS 1 Budgetel-Fond du Lac, WI (2III) 77 Holiday Lane
33 MS 1 Elliott Bay Office Park 300 Elliott Avenue W.
34 CT 1 The Cable Building 611 Broadway
35 CT 1 NationsBank Tower (2IV) 500 Chestnut Street
36 CT 1 Woodhaven Shopping Center (2IV) 4602-4654 South 14th Street
37 CT 1 Radford Hills Shopping Center (2IV) 800-900 North Judge Ely Boulevard
38 CT 1 Crossroads Shopping Center (2IV) 4102 Buffalo Gap Road
39 CT 1 Pioneer Square (2IV) 2302-2310 Lubbock Highway
40 CT 1 Mesa Verde Shopping Center (2IV) 2215 North Midland Drive
41 CT 1 Park Plaza Shopping Center (2IV) Austin Avenue and Coggin Avenue
42 CT 3 Cambridge Square Shopping Center 280 U.S. Highway 9 North
43 CT 1 Holiday Inn BayView Plaza 530 West Pico Boulevard
44 MS 1 Westbrook (2V) 5747 State Route 128
45 MS 1 Green Acres (2V) 6074 Deerfield Road
46 MS 1 Compton Hills (2V) 9109 Pippin Road
47 MS 1 Skymeadow (2V) 2169 Tuley Road
48 MS 1 Eastgate (2V) 1751 East Ohio Pike
49 MS 1 Lake Remington (2V) 70 Glendale-Milford Road
50 MS 1 Shady Terrace (2V) 724 Covert Run Pike
51 CT 1 Preston Place Apartments 5000 Old Shepard Place
52 CT 1 Pharmaceutical Formulations Building 460 Plainfield Avenue
53 CT 1 Bristol Market Place 1702 N. Bristol Street
54 CT 1 Heritage Square 14100-14160 Culver Drive
55 MS 1 Jockey Hollow Office Complex 1300 Mt. Kemble Ave.
56 RMF 2 Ashton Pointe Apartments 308 Frankford Avenue
57 RMF 1 Wedgewood Care Center 199 Community Drive
58 MS 3 River Oaks Apartments 20702 El Toro Road
59 RMF 1 Oakwood Nursing Home (2VI) 401 Witsell Street
60 RMF 1 Tanglewood Nursing Home (2VI) Third Street
61 RMF 1 Forsyth Nursing Home (2VI) 521 Cabiness Road
62 RMF 1 Hilltop Nursing Home (2VI) 4796 Highway 42 North
63 MS 1 Harrows Warehouse-Melville, NY (2VII) 270 Spagnoli Road
64 MS 1 Harrows Shopping Center-Centereach, NY (2VII) 1953 Middle Country Road
65 MS 1 Harrows Shopping Center-Lynbrook, NY (2VII) 831-839 Sunrise Highway
66 MS 1 Harrows Shopping Center-Patchogue, NY (2VII) 573 Sunrise Highway
67 CT 1 132 West 125th Street 132 West 125th Street
68 MS 1 Friendship Manor - Janesville (2VIII) 1918 North Washington Street
69 MS 1 Friendship Manor - Mayville (2VIII) 1091 Horicon Street
70 MS 1 Friendship Manor - North Hume (2VIII) 1316 North Hume Avenue
71 MS 1 Friendship Manor - West Mann (2VIII) 3013-3017 West Mann Road
72 MS 1 Friendship Manor - Hartford (2VIII) 109 Lone Oak Road
73 MS 1 Friendship Manor - Wisconsin Rapids (2VIII) 2511 Strawberry Lane
74 MS 1 Friendship Manor - Medford (2VIII) 509 Lemke Oak lane
75 MS 1 Friendship Manor - Fond du Lac (2VIII) 496 Wisconsin Court
76 MS 1 Friendship Manor - Shawano (2VIII) 844 Olsen Street
77 CT 1 Van Dorn Station 504-616 South Van Dorn Street
78 MS 1 Brooksedge Corporate Center Green Crest Drive
79 MS 1 Bayside Plaza 700 Airport Blvd.
80 CT 1 Transicoil 2560 General Armistead Avenue
81 MS 1 Holiday Inn-Lauderdale, FL 4116 North Ocean Boulevard
82 RMF 3 Highland Walk Apartments 6069 Norcross Tucker Road
83 CT 2 Deep Ellum Lofts 3300 Main Street, 3401 Commerce Street,
3311 Elm Street
84 MS 1 Galleries of Syracuse 415-447 South Salina Street
85 RMF 2 Sandlewood Apartments 6519 Mt. Zion Boulevard
86 MS 3 Emerald Pointe Apartments 8670 Camino Collegio
87 MS 1 Sheraton Inn-Columbus, GA 5351 Simons Boulevard
88 CT 1 Gardenside Shopping Center 2606 Zion Road
89 CT 1 Apple Valley Square Shopping Center 21510-21680 Bear Valley Road
90 CT 1 Abington Shopping Center (2B) Route 6
91 CT 1 Dunmore Shopping Center (2B) O'Neill Highway and Monahan Avenue
92 CT 1 Westland Plaza Shopping Center 5348 West 16th Avenue
93 CT 1 Blackburn Center Blackburn Drive
94 MS 1 Pleasanton Square II 5755- 6015 Johnson Drive
95 MS 3 West Garden Apartments 3011 West 76th Street
96 CT 1 Foster-Richardson Rest Home (2C) 176 Rest Home Road
97 CT 1 Pinnacle Rest Home (2C) Pinnacle Church Road
98 CT 1 Mount Pleasant Rest Home (2C) 8307 West U.S. Hwy. 421
99 CT 1 1650 Sherman Ave. (2IX) (2D) 1650 Sherman Ave.
100 CT 1 8290 National Highway (2IX) (2D) 8290 National Highway
101 CT 1 7101 Westfield Ave. (2X) (2D) 7101 Westfield Ave.
102 CT 1 1601 Hylton Road (2X) (2D) 1601 Hylton Road
103 CT 1 1625 Hylton Road (2X) (2D) 1625 Hylton Road
104 MS 3 Cranbrook III 955 Cranbrook Court
105 RMF 3 The Palms of Apalachee Apartments 2855 Apalachee Parkway
106 MS 1 Courtyard by Marriott-Naples, FL 3250 9th Street North
107 RMF 2 Columbia Arms Apartments 1600 Columbia Arms Circle
108 RMF 3 Palms of Magnolia 1112 So. Magnolia Drive
109 CT 1 Winds of Santa Fe 2660-2780 W. 76th Street
110 MS 1 225 Arizona Avenue 225 Arizona Avenue
111 CT 1 Battlefield Business Park 10503-10553 Battlefield Parkway and
7000 Infantry Ridge Rd.
112 CT 1 5 & 7 Allen Street (2XI) 5-7 Allen Street
113 CT 1 Lyme Road Office Building (2XI) 45 Lyme Road
114 RMF 2 Spring Valley Club Apartments 2121 Harrison Avenue
115 CT 1 Wolf Lake Industrial Center 3200 Sheffield Avenue
116 CT 1 Aura Systems, Inc. 2335 Alaska Ave. & 2330 Utah Ave.
117 CT 1 Tustin Square 1888-1944 N. Tustin Avenue
118 CT 1 The Market at Hobe Sound Shopping Center 8767-8947 S.E. Bridge Road
119 MS 1 Courtyard by Marriott-Springfield, OR 3443 Hutton Street
120 RMF 2 Highland Estates 27 Maypop Lane
121 MS 1 19 Crosby Drive 19 Crosby Drive
122 MS 3 Heritage House Apartments 515-545 Sycamore Lane
123 MS 1 Fairfield Inn-New Orleans Airport 1801 32nd Street
124 MS 1 Kearny Office Park 8304-8344 Clairemont Mesa
125 CT 1 Holiday Inn- Holidome 210 South Hollywood Road
126 CT 1 Oxford Nursing Home 689 Main Street
127 CT 1 Brandywine Village Shopping Center Route 322 N. Guthriesville Road
128 CT 1 Loop Inn (2E) 1 Rodgers Street
129 CT 1 Gallery Motel (2E) 2020 US Route 35 North
130 MS 3 Arnaz Arms Apartments 467 S. Arnaz Drive
131 CT 1 So. Calif. Institute of Arch. Building 5454 Beethoven Street
132 MS 3 Phoenix Court 11026 SE 240th St.
133 RMF 2 Wynstone Apartments 205 Millwood Drive
134 MS 1 Holiday Inn-Treasure Island, FL 10908 Gulf Boulevard
135 CT 1 Cedar Hills Shopping Center 10184 SW Parkway
136 CT 1 Knollwood Center 5900 Brockton Avenue
137 CT 1 Kenilworth Fidelco Industrial Center 251 South 31st St.
138 CT 1 Timberline Shopping Center 660 Woodbury-Glassboro Road
139 RMF 1 West Lawrence Care Center 1410 Seagirt Boulevard
140 MS 1 Reservoir Plaza 473-479 Winter Street
141 RMF 2 Cambridge Park Apartments 621 Memorial Drive
142 CT 1 Taylor Crossing 100 Taylor Road North
143 MS 2 St. Doris Apartments 1451-1491 N. Peach Ave.
144 MS 1 Shoppes of Arrowhead 2471 South University Drive
145 CT 1 University Place Apartments I & II 501 East 18th Avenue
146 CT 1 Sunsations #3 (2F)* 12401 Coastal Highway
147 CT 1 Sunsations #1 (2F)* 7601 Coastal Highway
148 CT 1 Sunsations #8 (2F)* 500 Atlantic Avenue
149 RMF 3 Golden Pointe Apartments 7325 Golden Pointe Boulevard
150 CT 1 Sunsations #7 (2G)* 2300 Atlantic Avenue
151 CT 1 Sunsations #2 (2G)* 5701 Coastal Highway
152 CT 1 Sunsations #4 (2G)* 2408 N. Philadelphia Ave. (Coastal Highway)
153 CT 1 Sunsations #5 (2G)* 9303A-9307 Coastal Highway
154 MS 1 Days Inn-Tacoma, WA 6802 Tacoma Mall Boulevard
155 RMF 1 Marriott Fairfield Inn 2225 Northwest Evangeline Thruway
156 CT 1 Colonial Nursing Center 508 Pierce Street
157 MS 1 349 Main Street (2H) 349 Main Street
158 MS 1 300/310 Main Street (2H) 300/310 Main Street
159 CT 2 Village North Townhouses and Apartments 3990 North Water Street
160 CT 1 One First Avenue Warehouse One First Avenue
161 MS 1 Prime Time Medford Apartments 2979 Barnett Road
162 MS 1 Warmington Building 3090 Pullman Street
163 CT 3 Westwood Apartments 4317-4337 Eighth Avenue, N.E.
164 CT 1 Columbia Pacific Plaza 2201 N. Columbia Boulevard
165 MS 1 Holiday Inn-Bath, ME 139 Western Avenue
166 CT 1 Home Sweet Home 205 Collins Avenue
167 RMF 2 Belle Rive Club Apartments 8715 Belle Rive Boulevard
168 CT 1 Clean Machine - Kingston Pike (West Hills) (2I) 7914 Kingston Pike
169 CT 1 Clean Machine - Merchant (2I) 507 Merchant Drive
170 CT 1 Clean Machine - Maynardville (Halls) (2I) 6852 Maynardville Pike
171 CT 1 Market & Noe Center 2276-2288 Market Street
172 CT 1 Sentry Plaza Shopping Center (2XII) 4275-83 South 76th Street
173 CT 1 Sentry Grocery Store (2XII) 6700 West State Street
174 CT 1 International Food & Fashion Center 934 S. Los Angeles Street
175 CT 1 Colony Square 1, 2, 4 (2XIII) 703, 723 & 735 Seibert Road
176 CT 1 Williamsburg Center (2XIII) 1135 Eastgate Drive
177 MS 1 Colima Plaza 18720-18742 Colima Road
178 CT 1 Royal Oaks Shopping Center 1890 Knox McCrae Drive
179 CT 1 Schoolhouse Shopping Center 1034 Second Street Pike
180 CT 1 Shadow Rose Apartments 6231 N. 67th Avenue
181 MS 1 60 Messenger Street 60 Messenger Street
182 CT 1 Summit Court Apartments 262 King Street
183 CT 1 Walsh Avenue Industrial 850-890 Walsh Ave. & 2605-2655 Lafayette St.
184 MS 1 Hampton Inn-Cedar Rapids, IA 3265 6th Street SW
185 RMF 1 Spalding Plaza Retail and Office Complex 6450-6470 Spalding Drive
186 CT 1 16 Brooklyn Industrial Various Street Adresses
187 MS 1 Lemon Grove Square 7103-7155 Broadway
188 CT 1 Ramada Inn Speedway 1798 West International Speedway Blvd.
189 CT 1 Triangle Crossroads 130 South Highway 16
190 CT 1 Rosewood Apartments 300 Silverado Drive
191 CT 1 Tehachapi Towne Center 801-31 Tucker Road
192 CT 3 Pinellas Pointe Apartments 2150 62nd Avenue South
193 CT 1 Quail Hill Apartments 500 Smithwood Street
194 CT 1 Wal Mart - Whitinsville 1161 Providence Road
195 MS 1 Central Heights Shopping Center 7301-97 West Central
196 CT 1 Premier Corporate Center 3938 Premier North Drive
197 RMF 1 Pharr Plaza 375 Pharr Road, NE
198 CT 1 Office Max - Bentley Mall 24 College Road
199 CT 2 Woodknoll Townhomes 9192 Vanity Fair Drive
200 CT 1 Microtel Inn 801 East Highway 83
201 CT 1 Walnut Auto Care Center 19116-19130 Walnut Drive
202 CT 1 Andresen Plaza 2700 NE Andresen Road
203 CT 3 Hartland Apartments 3939 10th Street S.E.
204 CT 1 Mr. Gatti's Restaurant, San Angelo (2XIV) 4349 Sherwood Way
205 CT 1 Mr Gattis Restaurant, Midland (2XIV) 614 West Wadley Avenue
206 MS 1 Super 8-Madison, WI 1602 West Beltline Highway
207 CT 1 Access Self Storage 3427 Marvin D. Love Freeway
208 CT 1 Executive Car Wash - Roswell (2XV) 2063 Roswell Road
209 CT 1 Executive Car Wash - Johnson Ferry (2XV) 1274 Johnson Ferry Road
210 CT 1 Rooker Building 1122 Milledge Street
211 CT 1 Alta Vista Corporate Center 14040 North Cave Creek Road
212 CT 1 75 Montgomery Street 75 Montgomery Street
213 CT 1 North Kitsap Self Storage (2J) 541 North Bernt Road
214 CT 1 Poulsbo Business Park (2J) 20714-20726 State Highway 305
215 CT 1 13-17 Laight Street 13-17 Laight Street
216 CT 1 Quality Inn - Vallejo 44 Admiral Callaghan Lane
217 CT 1 Executive Inn II (2XVI) 9401 South Orange Blossom Trail
218 CT 1 Executive Inn I (2XVI) 5870 South Orange Blossom Trail
219 CT 1 Super 8 Motel (2XVI) 1634 North U.S. Highway 1
220 CT 1 Travelodge (2XVI) 2250 West International Speedway Blvd.
221 MS 1 H.S.T. Building 8985 Crestmar Point
222 CT 1 The French/ Cabot Block Building (2XVII) 3 Elm Street
223 CT 1 The Waterman Place Building (2XVII) Route 4 Waterman Place
224 CT 1 The Morgan Block (2XVII) 20 Central Street
225 CT 1 Holiday Inn Express- Lemoore 820 E. Bush Street
226 CT 1 Holiday Inn Express- Killeen 1602 East Central Texas Expressway
227 CT 1 Country Inn by Carlson 153 Garrisonville Road
228 CT 1 Atlantic Self Storage- Dunn Avenue 1650 Dunn Ave.
229 CT 1 Atlantic Self Storage I-295 11351 St. Augustine Road
230 CT 1 Renaissance Apartments 5259 University Way
231 CT 1 Ames Department Store 801 S 4th Street
232 CT 1 The Store House Self Storage 4924 Mercer University Drive
233 CT 1 Comfort Inn- Killeen 2506 Trimmier Road
234 CT 1 SeaTac Inn 17108 International Blvd.
235 CT 1 KEW Industrial Park 7005-7101 Julian Street &
3200-3204 West 71st Avenue
236 CT 1 Hazel Ridge Plaza 4301-4347 Hazel Avenue
237 CT 1 Gray Road Self Storage 7821 East Gray Road
238 CT 2 Virginia Square Apartments 1170 Murchison Avenue
239 RMF 2 Premier Club Apartments 5100 Highpoint Road
240 CT 1 1058 Southern Blvd. 1058 Southern Blvd.
241 CT 1 Watson Centex-San Antonio* 11307 Roszell Drive
242 CT 3 Lakeside Meadows Apartments 12817 Mapleview Street
243 CT 1 Atlantic Self Storage- Millcoe Road 1510 Millcoe Road
244 CT 1 Holiday Inn - Reidsville 2100 Barnes Street
245 CT 1 Parkway Plaza* 10410 Kensington Parkway
246 CT 1 Lantern Plaza* 28940-28950 Golden Lantern
247 MS 2 West 24th Street Apartments 6011-6041 West 24th Avenue
248 CT 1 Airport Circle Plaza 7500 S. Crescent Boulevard
249 CT 1 El Pueblo Lodge 412 Paseo del Pueblo Norte
250 MS 1 Maple Manor Apartments 3001 Wedington Drive
251 MS 1 Regency Walk 10230 Atlantic Blvd.
252 CT 1 The Coach Store 69 Main Street
253 CT 1 WIPAC Distribution Warehouse 3501 Electronics Way
254 MS 1 Oceanside Square 4750-4760 Oceanside Blvd.
255 CT 1 North Las Vegas Self Storage 3360 North Las Vegas Boulevard
256 CT 1 Village Plaza 15355 Sherman Way
257 CT 3 Lake Margaret Village Apartments (2K)* 3039 South Fern Creek Avenue
258 CT 3 Townhouse Apartments (2K)* 2950 NE 14th Street
259 MS 3 Whispering Pines Apartments 5801 Altama Avenue
260 CT 1 Beechmont Professional Building 3180 Main Street
261 CT 1 204 Loudon Road 204 Loudon Road
262 CT 3 Atlantic Arms Apartments (2L) 1052-1056 Atlantic Street
263 CT 2 Kilbreth Apartments (2L) 776 Kilbreth Avenue
264 CT 1 Ramada Limited- South Padre 4109 Padre Blvd.
265 CT 1 U.S. Rentals, Inc. 3400 Lind Avenue SW
266 CT 1 El Campo Inn 210 Highway 59 West
267 CT 1 1318 Wilshire Boulevard 1318 - 1332 Wilshire Boulevard
268 CT 1 PETCO Building 403 North 8th Street
269 CT 1 333 West Indian School - Phoenix (2M) 333 West Indian School Road
270 CT 1 2502 North Alvernon Way - Tucson (2M) 2502 North Alvernon Way
271 CT 1 Victory Self Storage - Staten Island 3493 and 3511 Victory Boulevard
272 CT 1 Sheridan Retail Shops 1945 S. Sheridan Blvd.
273 CT 1 485 Kings Highway 485 Kings Highway
274 CT 1 Norwest Business Park* 551-595 North 1200 West
275 CT 1 Silver Creek Manor 150 North Douglas Street
276 CT 1 The Square Shopping Center 2301 - 2323 W. Lawrence Avenue
277 CT 1 301-315 East Tremont Ave. 301-315 East Tremont Avenue
278 CT 1 Jack In The Box - Galena Park (2XVIII) 2607 Clinton Drive
279 CT 1 Jack in the Box - Terrell (2XVIII) 1898 W. Moore Avenue
280 CT 3 Terrace View (Chateau) Apartments (2N) 784, 788 & 792 Garner Avenue
281 CT 2 Garner Avenue Apartments (2N) 1337 Garner Avenue
282 CT 1 Lake Ridge Apartments - DRK 2600-2636 Goldenstrand Drive, 2741-2757 &
2800-2836 Silverstrand Drive
283 CT 1 Lake Ridge Apartments - FEM 6133-6169 Goldenstrand Drive, 2631-2667 &
2721-2737 Silverstrand Drive
284 CT 1 Lake Ridge Apartments - JMK 2761-2797 Goldenstrand Drive, 2640-2676 &
2761-2797 Silverstrand Drive
285 CT 1 Lake Ridge Apartments - MJK 2680-2716 & 6134-6170 Goldenstrand Drive,
2671-2687 Silverstrand Drive
286 MS 1 Our Shopping Center 2006 Waveland Road
287 CT 1 Diffley Square Shopping Center 4130 Blackhawk Road
288 CT 1 Westridge Shopping Center* 6605 I-40 West
289 CT 1 CVS Drug Store 1029 Forest Parkway
290 RMF 1 Rite Aid Drug Store - Griffin, GA 405 S. Hill Street
291 CT 2 1525 & 1535 Central Avenue 1525 & 1535 Central Avenue
292 CT 1 Lowry Expressway Office Building* 8900 Emmett F. Lowry Expressway
293 CT 1 Monarch Bank Building* 401 Glenneyre Street
294 CT 1 Innovative Metals Warehouse 180 Clydesdale Court
295 CT 1 Archer Road Self Storage 6505 SW Archer Road
296 CT 1 Econo-Pak Warehouse 4944 West 73rd Street
297 CT 1 Food-4-Less 519 U.S. Highway 24 East
298 CT 1 Sugarland Professional Building 201-203 Elden Street
299 CT 3 Summit Terrace Apartments 461-471 Summit Street
300 CT 1 Red Carpet Inn - Boone* 862 Blowing Rock Road
301 CT 2 1883-1887 Amsterdam Avenue 1883-1887 Amsterdam Avenue
302 CT 1 Dave's Car Wash 449 North Bolingbrook Drive
303 CT 1 Alamo Self Storage 43357 Division Street
304 CT 2 Desert Pines Apartments* 118 South 15th Street
305 CT 1 Watson Centex - Houston* 2110 Telephone Road
306 CT 1 Blue Heron Car Wash 1450 S. Military Trail
307 CT 1 30100 Crown Valley Parkway* 30100 Crown Valley Parkway
308 CT 1 Lovers Lane Retail Center 5647 & 5655 West Lovers Lane
309 CT 1 Northway Manor MHP 338 Country Route Number 11
310 CT 1 Budget Mini Storage-Fontana 15991 Valley Boulevard
311 CT 1 9D E-Z Storage 1190 Route 9D
312 CT 1 Days Inn - Brunswick 2307 Glouscester Street
313 CT 1 Apollo Self Storage 17120 State Highway 72
314 RMF 1 Hollywood Video Store - High Point, NC 2118 N. Main Street
315 CT 2 Cypress Woods Apartments 2135 West Campbell Avenue
316 CT 1 Eagle Rock Shopping Center 2750 E. Colorado Boulevard
317 RMF 1 Hollywood Video Store - Virginia Beach 629 Newtown Road
318 CT 1 Airport South Building 2301 Dorsey Road
319 CT 1 Thriftway Supermarket 326 S. Walnut Street
320 RMF 1 Hollywood Video Store - Pikesville, MD 211 Reisterstown Road
321 CT 1 Roof Garden Mobile Home Court* Route 281
322 CT 1 Sandalon East Office Building* 5299 Roswell Road
323 CT 1 Westgate Regency Center* 11909-11929 W. Pico Boulevard
324 CT 1 Roger's Green Hills Supermarket 1004 Fifth Avenue
325 CT 1 Taco Bell & US Auto Glass 1610-1680 El Camino Real
326 CT 1 555 Broadway* 555 Broadway
327 CT 1 Aussie Self Storage 30 East Victorian Avenue
328 CT 3 Roselea Villas* 2550 A Hartweel Ave.
329 CT 1 Knights Inn-Summerton* 248 Buff Road
330 CT 1 1610 Broadway* 1610 Broadway
331 CT 1 Morrone Company* 465 Albert Street
332 CT 3 Peppertree Apartments 3309 Robinson Drive
333 CT 1 Islip Terrace Plaza* 500 Islip Avenue
334 CT 1 1626 Logan Street* 1626 Logan Street
335 CT 1 TX Human Serv. & Work Force Comm. Off.* 2501 Palo Alto Drive
336 CT 1 Fielders Bridge Office Building* 1615 West Abram Street
337 CT 1 2906 North State Street Building* 2906 North State Street
338 CT 1 Days Inn - Orange City* 2501 North Volusia Avenue
339 CT 3 Edgewood Court Apartments* 611 S. Ennis Ave
340 CT 1 Super Safe Self Service Storage 1401 Jordan Lane
341 CT 1 Pioneer Plaza* 120 Broadway
342 CT 1 287 Appleton Street* 287 Appleton Street
343 CT 1 2059 E. Sahara Avenue* 2059 Sahara Avenue
344 CT 1 560 Virginia Way* 560 Virgina Way
345 CT 1 Calibra Sunnyside* 197 North Sunnyside Avenue
346 CT 1 Bolling Building* 910 North 47th St.
347 CT 1 512 Main Street* 512 Main Street
348 CT 1 Panola Road Office Building* 5353 Fairington Road
349 CT 1 1920 Ledbetter Drive* 1920 Ledbetter Drive
350 CT 1 2727-2745 Gundry Avenue* 2725-2745 Gundry Avenue
351 CT 2 Citadel Apartments* 104 Pleasant Street
352 CT 2 1400-1410 E. Florida* 1400-1410 East Florida Street
353 CT 3 Vance St. Apartment Building* 1600 Vance Street
354 CT 1 3200 Race Street* 3200 Race Street
355 CT 1 Covington Office Center* 4336 Covington Highway
356 CT 1 4201 Dimmitt Road* 4201 Dimmitt Road
357 CT 1 10660 Silicon Avenue* 10660 Silicon Avenue
358 CT 1 5401 Cherry Avenue* 5401 Cherry Avenue
359 CT 1 110 Adams Ave.* 110 Adams Ave., 1605-1623 Alabama St.
360 CT 1 Miss Meme's Kreative Kids Bldg.* 25112 Marguerite Parkway
361 CT 1 La Canasta Furniture & Appliance Store* 3231 E. Florence Avenue
362 CT 1 Great Southwestern Parkway* 800-810 North Great Southwest Parkway
363 CT 1 503 W. 26th Street* 503 W. 26th Street
364 CT 3 Mosstree Apartments* 1215 Mosstree Road
365 CT 3 Marshall/Catamount Apartments* 8 Marshall Court/222 Catamount Road
366 CT 2 Sannella* 516 West 169th Street
367 CT 1 1005 Abbott Road* 1005 Abbott Road
368 CT 1 6452 Nine Mile Bridge Road* 6452 Nine Mile Bridge Road
369 CT 1 301 South Richey Road* 301 South Richey Road
370 CT 1 Moore's Adult Care Facility* 1385 Gidner Road
371 CT 1 Bass Pro Shop* 354 East I-30
372 CT 3 619-623 W. Brookside* 619-623 W. Brookside Street
373 CT 1 50-52 Ferry Street* 50-52 Ferry Street
374 CT 1 Hillside Mobile Home Park* 31 Young Road
375 CT 1 Bailey Hardwoods* 628 East Kimble Court
376 CT 1 3050 Austin Bluffs Parkway* 3050 Austin Bluffs Parkway
377 CT 1 Kelley St. Office Building* 336-340 Kelley St.
378 CT 1 Northlake MHP* Northlake Drive
379 CT 2 59-61 Carlton Street Apartments* 59-61 Carleton Street
380 CT 1 Sabattus Street Office Building* 917 Sabattus Street
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Related Mortgage
Loan Loan Property Loans
No. Seller Group City State Type (by Loan No.)
--- ------ ----- ---- ----- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
1 MS 2 San Francisco CA Multifamily
2 MS 2 San Francisco CA Multifamily
3 MS 2 San Francisco CA Multifamily
4 MS 2 San Francisco CA Multifamily
5 MS 2 San Francisco CA Multifamily
6 MS 2 San Francisco CA Multifamily
7 MS 2 San Francisco CA Multifamily
8 MS 2 San Francisco CA Multifamily
9 MS 2 San Francisco CA Multifamily
10 MS 1 San Francisco CA Mixed Use
11 MS 2 San Francisco CA Multifamily
12 MS 1 Burlingame CA Retail
13 MS 2 San Francisco CA Multifamily
14 RMF 1 Springhill LA Healthcare
15 RMF 1 Greeneville TN Healthcare
16 RMF 1 Port St. Joe FL Healthcare
17 RMF 1 Abbeville LA Healthcare
18 RMF 1 Carthage TX Healthcare
19 RMF 1 Jonesboro LA Healthcare
20 RMF 1 Albuquerque NM Healthcare
21 RMF 1 Byrdstown TN Healthcare
22 CT 1 Broadview IL Retail
23 RMF 1 Nashua NH Healthcare
24 RMF 1 Nashua NH Healthcare
25 RMF 1 Manchester NH Healthcare
26 RMF 1 Bedford NH Healthcare
27 MS 1 Fond du Lac WI Hospitality
28 MS 1 Appleton WI Hospitality
29 MS 1 Madison WI Hospitality
30 MS 1 Madison WI Hospitality
31 MS 1 Oshkosh WI Hospitality
32 MS 1 Fond du Lac WI Hospitality
33 MS 1 Seattle WA Office
34 CT 1 New York NY Mixed Use
35 CT 1 Abilene TX Office
36 CT 1 Abilene TX Retail
37 CT 1 Abilene TX Retail
38 CT 1 Abilene TX Retail
39 CT 1 Lamesa TX Retail
40 CT 1 Midland TX Retail
41 CT 1 Brownwood TX Retail
42 CT 3 Morganville NJ Retail
43 CT 1 Santa Monica CA Hospitality
44 MS 1 Cleves OH Mobile Home Park
45 MS 1 Goshen Township OH Mobile Home Park
46 MS 1 Cincinnati OH Mobile Home Park
47 MS 1 Hamilton OH Mobile Home Park
48 MS 1 Amelia OH Mobile Home Park
49 MS 1 Loveland OH Mobile Home Park
50 MS 1 Bellevue KY Mobile Home Park
51 CT 1 Plano TX Multifamily
52 CT 1 Edison NJ Industrial
53 CT 1 Santa Ana CA Retail
54 CT 1 Irvine CA Mixed Use
55 MS 1 Harding Township NJ Office
56 RMF 2 Lubbock TX Multifamily
57 RMF 1 Great Neck NY Healthcare
58 MS 3 Lake Forest CA Multifamily
59 RMF 1 Walterboro SC Healthcare
60 RMF 1 Ridgeway SC Healthcare
61 RMF 1 Forsyth GA Healthcare
62 RMF 1 Forsyth GA Healthcare
63 MS 1 Melville NY Industrial
64 MS 1 Centereach NY Retail
65 MS 1 Lynbrook NY Retail
66 MS 1 Patchogue NY Retail
67 CT 1 New York NY Office
68 MS 1 Janesville WI Healthcare
69 MS 1 Mayville WI Healthcare
70 MS 1 Marshfield WI Healthcare
71 MS 1 Marshfield WI Healthcare
72 MS 1 Hartford WI Healthcare
73 MS 1 Wisconsin Rapids WI Healthcare
74 MS 1 Medford WI Healthcare
75 MS 1 Fond du Lac WI Healthcare
76 MS 1 Shawano WI Healthcare
77 CT 1 Alexandria VA Retail
78 MS 1 Westerville OH Industrial
79 MS 1 Burlingame CA Office
80 CT 1 Norristown PA Industrial
81 MS 1 Lauderdale by the Sea FL Hospitality
82 RMF 3 Norcross GA Multifamily (120)
83 CT 2 Dallas TX Multifamily
84 MS 1 Syracuse NY Office
85 RMF 2 Atlanta GA Multifamily (105), (108), (133)
86 MS 3 Rohnert Park CA Multifamily
87 MS 1 Columbus GA Hospitality (106), (134), (165)
88 CT 1 Henderson KY Retail
89 CT 1 Apple Valley CA Retail
90 CT 1 South Abington Twp. PA Retail
91 CT 1 Dunmore PA Retail
92 CT 1 Hialeah FL Retail
93 CT 1 Gloucester MA Industrial
94 MS 1 Pleasanton CA Retail
95 MS 3 Hialeah FL Multifamily (247)
96 CT 1 Wilkesboro NC Healthcare
97 CT 1 Nebo NC Healthcare
98 CT 1 Wilkesboro NC Healthcare
99 CT 1 Pennsauken NJ Industrial
100 CT 1 Pennsauken NJ Industrial
101 CT 1 Pennsuaken NJ Industrial
102 CT 1 Pennsauken NJ Industrial
103 CT 1 Pennsauken NJ Industrial
104 MS 3 Davis CA Multifamily
105 RMF 3 Tallahassee FL Multifamily (85), (108), (133)
106 MS 1 Naples FL Hospitality (87), (134), (165)
107 RMF 2 Kissimmee FL Multifamily
108 RMF 3 Tallahassee FL Multifamily (85), (105), (133)
109 CT 1 Hialeah FL Multifamily
110 MS 1 Santa Monica CA Mixed Use
111 CT 1 Manassas VA Office
112 CT 1 Hanover NH Mixed Use
113 CT 1 Hanover NH Office
114 RMF 2 Panama City FL Multifamily
115 CT 1 Hammond IN Industrial
116 CT 1 El Segundo CA Mixed Use
117 CT 1 Orange CA Mixed Use
118 CT 1 Hobe Sound FL Retail
119 MS 1 Springfield OR Hospitality
120 RMF 2 Decatur GA Multifamily (82)
121 MS 1 Bedford MA Office
122 MS 3 Davis CA Multifamily
123 MS 1 Kenner LA Hospitality
124 MS 1 San Diego CA Office
125 CT 1 Houma LA Hospitality
126 CT 1 Haverhill MA Healthcare
127 CT 1 East Brandywine Twp. PA Retail
128 CT 1 Avenel NJ Hospitality
129 CT 1 Sayreville NJ Hospitality
130 MS 3 Los Angeles CA Multifamily
131 CT 1 Los Angeles CA Industrial
132 MS 3 Kent WA Multifamily
133 RMF 2 Nashville TN Multifamily (85), (105), (108)
134 MS 1 Treasure Island FL Hospitality (87), (106), (165)
135 CT 1 Portland OR Retail
136 CT 1 Riverside CA Healthcare
137 CT 1 Kenilworth NJ Industrial
138 CT 1 Sewell NJ Retail
139 RMF 1 Far Rockaway NY Healthcare
140 MS 1 Waltham MA Retail
141 RMF 2 Red Bank TN Multifamily
142 CT 1 Montgomery AL Multifamily
143 MS 2 Fresno CA Multifamily
144 MS 1 Davie FL Retail
145 CT 1 Ellensburg WA Multifamily
146 CT 1 Ocean City MD Retail
147 CT 1 Ocean City MD Retail
148 CT 1 Virgina Beach VA Retail
149 RMF 3 Orlando FL Multifamily (167)
150 CT 1 Virgina Beach VA Retail
151 CT 1 Ocean City MD Retail
152 CT 1 Ocean City MD Retail
153 CT 1 Ocean City MD Retail
154 MS 1 Tacoma WA Hospitality
155 RMF 1 Lafayette LA Hospitality
156 CT 1 Lindale TX Healthcare
157 MS 1 Pleasanton CA Mixed Use
158 MS 1 Pleasanton CA Retail
159 CT 2 Decatur IL Multifamily
160 CT 1 Peabody MA Industrial
161 MS 1 Medford OR Healthcare
162 MS 1 Costa Mesa CA Office
163 CT 3 Seattle WA Multifamily
164 CT 1 Portland OR Mixed Use
165 MS 1 Bath ME Hospitality (87), (106), (134)
166 CT 1 Colma CA Healthcare
167 RMF 2 Jacksonville FL Multifamily (149)
168 CT 1 Knoxville TN Other
169 CT 1 Knoxville TN Other
170 CT 1 Knoxville TN Other
171 CT 1 San Francisco CA Retail
172 CT 1 Greenfield WI Retail
173 CT 1 Wauwatosa WI Retail
174 CT 1 Los Angeles CA Retail (267)
175 CT 1 Scott Air Force Base IL Office
176 CT 1 O'Fallon IL Office
177 MS 1 Rowland Heights CA Retail
178 CT 1 Titusville FL Retail
179 CT 1 Richboro PA Retail
180 CT 1 Glendale AZ Multifamily
181 MS 1 Plainville MA Office
182 CT 1 Pottstown PA Mixed Use
183 CT 1 Santa Clara CA Industrial
184 MS 1 Cedar Rapids IA Hospitality
185 RMF 1 Norcross GA Mixed Use
186 CT 1 Brooklyn NY Industrial
187 MS 1 Lemon Grove CA Retail
188 CT 1 Daytona Beach FL Hospitality
189 CT 1 Denver NC Retail
190 CT 1 Stoughton WI Multifamily
191 CT 1 Tehachapi CA Retail
192 CT 3 St. Petersburg FL Multifamily
193 CT 1 Fuquay-Varina NC Multifamily
194 CT 1 Whitinsville MA Retail
195 MS 1 Wichita KS Retail
196 CT 1 Tampa FL Office
197 RMF 1 Atlanta GA Retail
198 CT 1 Fairbanks AK Retail
199 CT 2 St. Louis MO Multifamily
200 CT 1 McAllen TX Hospitality
201 CT 1 Rowland Heights CA Retail
202 CT 1 Vancouver WA Mixed Use
203 CT 3 Puyallup WA Multifamily
204 CT 1 San Angelo TX Retail
205 CT 1 Midland TX Retail
206 MS 1 Madison WI Hospitality
207 CT 1 Dallas TX Self Storage Facility
208 CT 1 Marietta GA Other
209 CT 1 Marietta GA Other
210 CT 1 East Point GA Industrial
211 CT 1 Phoenix AZ Office
212 CT 1 Jersey City NJ Office
213 CT 1 Poulsbo WA Self Storage Facility
214 CT 1 Poulsbo WA Industrial
215 CT 1 New York NY Mixed Use
216 CT 1 Vallejo CA Hospitality
217 CT 1 Orlando FL Hospitality
218 CT 1 Orlando FL Hospitality
219 CT 1 Ormond Beach FL Hospitality
220 CT 1 Daytona Beach FL Hospitality
221 MS 1 San Diego CA Industrial
222 CT 1 Woodstock VT Retail
223 CT 1 Quechee VT Retail
224 CT 1 Woodstock VT Retail
225 CT 1 Lemoore CA Hospitality
226 CT 1 Killeen TX Hospitality
227 CT 1 Stafford VA Hospitality
228 CT 1 Jacksonville FL Self Storage Facility (229), (243)
229 CT 1 Jacksonville FL Self Storage Facility (228), (243)
230 CT 1 Seattle WA Mixed Use
231 CT 1 Hamburg PA Retail
232 CT 1 Macon GA Self Storage Facility
233 CT 1 Killeen TX Hospitality
234 CT 1 SeaTac WA Hospitality
235 CT 1 Westminster CO Industrial
236 CT 1 Fair Oaks CA Retail
237 CT 1 Scottsdale AZ Self Storage Facility
238 CT 2 Pomona CA Multifamily
239 RMF 2 Union City GA Multifamily
240 CT 1 Bronx NY Mixed Use
241 CT 1 San Antonio TX Office (305)
242 CT 3 Lakeside CA Multifamily
243 CT 1 Jacksonville FL Self Storage Facility (228), (229)
244 CT 1 Reidsville NC Hospitality
245 CT 1 Kensington MD Office
246 CT 1 Laguna Niguel CA Retail
247 MS 2 Hialeah FL Multifamily (95)
248 CT 1 Pennsauken NJ Retail
249 CT 1 Taos NM Hospitality
250 MS 1 Fayetteville AR Multifamily
251 MS 1 Jacksonville FL Retail
252 CT 1 East Hampton NY Retail
253 CT 1 West Palm Beach FL Industrial
254 MS 1 Oceanside CA Retail
255 CT 1 Las Vegas NV Self Storage Facility
256 CT 1 Van Nuys CA Retail
257 CT 3 Orlando FL Multifamily
258 CT 3 Ocala FL Multifamily
259 MS 3 Brunswick GA Multifamily
260 CT 1 Bridgeport CT Office
261 CT 1 Concord NH Retail
262 CT 3 Salinas CA Multifamily
263 CT 2 Salinas CA Multifamily
264 CT 1 South Padre Island TX Hospitality
265 CT 1 Renton WA Retail
266 CT 1 El Campo TX Hospitality
267 CT 1 Santa Monica CA Retail (174)
268 CT 1 West Dundee IL Retail
269 CT 1 Phoenix AZ Office
270 CT 1 Tucson AZ Office
271 CT 1 Staten Island NY Self Storage Facility
272 CT 1 Lakewood CO Retail
273 CT 1 Brooklyn NY Mixed Use
274 CT 1 Orem UT Industrial
275 CT 1 Ripon WI Healthcare
276 CT 1 Chicago IL Retail
277 CT 1 Bronx NY Mixed Use
278 CT 1 Galena Park TX Retail
279 CT 1 Terrell TX Retail
280 CT 3 Salinas CA Multifamily
281 CT 2 Salinas CA Multifamily
282 CT 1 Columbus OH Multifamily (283), (284), (285)
283 CT 1 Columbus OH Multifamily (282), (284), (285)
284 CT 1 Columbus OH Multifamily (282), (283), (285)
285 CT 1 Columbus OH Multifamily (282), (283), (284)
286 MS 1 Waveland MS Retail
287 CT 1 Eagan MN Retail
288 CT 1 Amarillo TX Retail
289 CT 1 Forest Park GA Retail
290 RMF 1 Griffin GA Retail
291 CT 2 Bridgeport CT Multifamily
292 CT 1 Texas City TX Office
293 CT 1 Laguna Beach CA Office
294 CT 1 Grass Valley CA Industrial
295 CT 1 Gainesville FL Self Storage Facility
296 CT 1 Bedford Park IL Industrial
297 CT 1 Moberly MO Retail
298 CT 1 Herndon VA Office
299 CT 3 Bowling Green OH Multifamily
300 CT 1 Boone NC Hospitality
301 CT 2 New York NY Multifamily
302 CT 1 Bolingbrook IL Other
303 CT 1 Lancaster CA Self Storage Facility
304 CT 2 Las Vegas NV Multifamily
305 CT 1 Houston TX Office (241)
306 CT 1 West Palm Beach FL Other
307 CT 1 Laguna Niguel CA Office
308 CT 1 Dallas TX Retail
309 CT 1 West Monroe NY Mobile Home Park
310 CT 1 Fontana CA Self Storage Facility
311 CT 1 Wappingers Falls NY Self Storage Facility
312 CT 1 Brunswick GA Hospitality
313 CT 1 Arvada CO Self Storage Facility
314 RMF 1 High Point NC Retail
315 CT 2 Phoenix AZ Multifamily
316 CT 1 Los Angeles CA Retail
317 RMF 1 Virginia Beach VA Retail
318 CT 1 Glen Burnie MD Office
319 CT 1 Bath PA Retail
320 RMF 1 Pikesville MD Retail
321 CT 1 Somerset PA Mobile Home Park
322 CT 1 Atlanta GA Office
323 CT 1 Los Angeles CA Retail
324 CT 1 St. Joseph MO Retail
325 CT 1 Santa Clara CA Retail
326 CT 1 Haverhill MA Industrial
327 CT 1 Sparks NV Self Storage Facility
328 CT 3 Sanford FL Multifamily
329 CT 1 Summerton SC Hospitality
330 CT 1 Santa Monica CA Mixed Use
331 CT 1 Macon GA Industrial
332 CT 3 Waco TX Multifamily
333 CT 1 Islip Terrace NY Retail
334 CT 1 Denver CO Multifamily
335 CT 1 San Antonio TX Office
336 CT 1 Arlington TX Office
337 CT 1 Jackson MS Office
338 CT 1 Orange City FL Hospitality
339 CT 3 Bryan TX Multifamily
340 CT 1 Huntsville AL Self Storage Facility
341 CT 1 Kissimmee FL Office
342 CT 1 Lowell MA Mixed Use
343 CT 1 Las Vegas NV Office
344 CT 1 Barstow CA Retail
345 CT 1 Clovis CA Industrial
346 CT 1 Kansas City KS Office
347 CT 1 El Segundo CA Mixed Use
348 CT 1 Lithonia GA Office
349 CT 1 Dallas TX Retail
350 CT 1 Signal Hill CA Industrial
351 CT 2 Bryan TX Multifamily
352 CT 2 Long Beach CA Multifamily
353 CT 3 Lakewood CO Multifamily
354 CT 1 Fort Worth TX Retail
355 CT 1 Decatur GA Office
356 CT 1 Plainview TX Mobile Home Park
357 CT 1 Montclair CA Industrial
358 CT 1 Long Beach CA Retail
359 CT 1 Huntington Beach CA Retail
360 CT 1 Mission Viejo CA Other
361 CT 1 Huntington Park CA Retail
362 CT 1 Arlington TX Industrial
363 CT 1 Los Angeles CA Multifamily
364 CT 3 North Charleston SC Multifamily
365 CT 3 Pittsfield NH Multifamily
366 CT 2 New York NY Multifamily
367 CT 1 East Lansing MI Office
368 CT 1 Fort Worth TX Mobile Home Park
369 CT 1 Leesburg FL Industrial
370 CT 1 Charlotte MI Healthcare
371 CT 1 Garland TX Retail
372 CT 3 Colorado Springs CO Multifamily
373 CT 1 Newark NJ Retail
374 CT 1 Cartersville GA Mobile Home Park
375 CT 1 Springfield IL Industrial
376 CT 1 Colorado Springs CO Office
377 CT 1 Manchester NH Mixed Use
378 CT 1 Maryville TN Mobile Home Park
379 CT 2 Portland ME Multifamily
380 CT 1 Lewiston ME Office
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Loan Cut-Off Mortgage Note Hyper- Maturity Dat
No. Seller Group Date Balance Unit or SF Rate Date Amortizing
--- ------ ----- ------------ ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 MS 2 $6,386,567.25 $118,983 6.970% 4/7/98 Yes
2 MS 2 $5,674,747.40 $118,983 6.970% 4/7/98 Yes
3 MS 2 $5,054,295.39 $118,983 6.970% 4/7/98 Yes
4 MS 2 $4,695,699.62 $118,983 6.970% 4/7/98 Yes
5 MS 2 $3,416,813.48 $118,983 6.970% 4/7/98 Yes
6 MS 2 $3,281,098.92 $118,983 6.970% 4/7/98 Yes
7 MS 2 $3,013,073.65 $118,983 6.970% 4/7/98 Yes
8 MS 2 $2,953,787.35 $118,983 6.970% 4/7/98 Yes
9 MS 2 $2,714,291.08 $118,983 6.970% 4/7/98 Yes
10 MS 1 $2,650,425.41 $120 6.970% 4/7/98 Yes
11 MS 2 $1,428,994.42 $118,983 6.970% 4/7/98 Yes
12 MS 1 $810,320.67 $120 6.970% 4/7/98 Yes
13 MS 2 $753,793.54 $118,983 6.970% 4/7/98 Yes
14 RMF 1 $8,117,518.62 $41,802 8.260% 11/24/97 Yes
15 RMF 1 $7,003,349.39 $41,802 8.260% 11/24/97 Yes
16 RMF 1 $5,650,429.62 $41,802 8.260% 11/24/97 Yes
17 RMF 1 $5,411,679.08 $41,802 8.260% 11/24/97 Yes
18 RMF 1 $3,820,008.77 $41,802 8.260% 11/24/97 Yes
19 RMF 1 $3,262,924.19 $41,802 8.260% 11/24/97 Yes
20 RMF 1 $2,715,501.64 $41,802 8.260% 11/24/97 No
21 RMF 1 $2,142,251.08 $41,802 8.260% 11/24/97 No
22 CT 1 $26,481,230.07 $75 6.925% 6/29/98 Yes
23 RMF 1 $12,024,709.13 $96,606 7.890% 4/30/98 No
24 RMF 1 $4,788,347.07 $96,606 7.890% 4/30/98 No
25 RMF 1 $4,089,470.85 $96,606 7.890% 4/30/98 No
26 RMF 1 $4,021,821.90 $96,606 7.890% 4/30/98 No
27 MS 1 $5,154,622.79 $36,706 7.320% 3/20/98 No
28 MS 1 $5,068,110.76 $36,706 7.320% 3/20/98 No
29 MS 1 $4,260,673.47 $36,706 7.320% 3/20/98 No
30 MS 1 $4,109,279.44 $36,706 7.320% 3/20/98 No
31 MS 1 $2,696,263.92 $36,706 7.320% 3/20/98 No
32 MS 1 $2,386,265.81 $36,706 7.320% 3/20/98 No
33 MS 1 $23,000,000.00 $105 7.440% 6/1/98 Yes
34 CT 1 $20,930,117.27 $101 7.350% 4/20/98 Yes
35 CT 1 $6,173,898.27 $27 7.250% 5/28/98 Yes
36 CT 1 $4,206,145.31 $27 7.250% 5/28/98 Yes
37 CT 1 $2,621,775.12 $27 7.250% 5/28/98 Yes
38 CT 1 $1,822,823.15 $27 7.250% 5/28/98 Yes
39 CT 1 $1,245,784.46 $27 7.250% 5/28/98 Yes
40 CT 1 $1,105,000.46 $27 7.250% 5/28/98 Yes
41 CT 1 $1,052,245.72 $27 7.250% 5/28/98 Yes
42 CT 3 $17,806,773.09 $77 6.980% 5/14/98 Yes
43 CT 1 $16,430,212.78 $52,830 7.840% 3/27/98 No
44 MS 1 $4,529,835.33 $13,705 7.200% 5/20/98 No
45 MS 1 $3,541,862.63 $13,705 7.200% 5/20/98 No
46 MS 1 $2,452,359.12 $13,705 7.200% 5/20/98 No
47 MS 1 $2,042,330.93 $13,705 7.200% 5/20/98 No
48 MS 1 $1,249,609.74 $13,705 7.200% 5/20/98 No
49 MS 1 $1,191,034.28 $13,705 7.200% 5/20/98 No
50 MS 1 $808,341.30 $13,705 7.200% 5/20/98 No
51 CT 1 $14,150,000.00 $59,205 7.150% 5/27/98 No
52 CT 1 $11,561,565.69 $53 7.375% 4/22/98 Yes
53 CT 1 $11,475,394.09 $116 7.730% 4/15/98 No
54 CT 1 $11,298,151.90 $136 7.375% 3/30/98 No
55 MS 1 $11,250,000.00 $114 7.290% 7/1/98 No
56 RMF 2 $10,965,689.67 $45,690 7.120% 12/31/97 Yes
57 RMF 1 $10,944,882.32 $54,724 7.840% 4/24/98 No
58 MS 3 $9,979,120.10 $55,440 6.990% 4/23/98 No
59 RMF 1 $4,527,016.68 $21,547 8.010% 2/2/98 No
60 RMF 1 $2,518,432.93 $21,547 8.010% 2/2/98 No
61 RMF 1 $1,238,522.73 $21,547 8.010% 2/2/98 No
62 RMF 1 $1,132,268.94 $21,547 8.010% 2/2/98 No
63 MS 1 $3,603,512.79 $47 8.250% 5/21/98 No
64 MS 1 $3,319,024.94 $47 8.250% 5/21/98 No
65 MS 1 $1,212,816.63 $47 8.250% 5/21/98 No
66 MS 1 $848,472.54 $47 8.250% 5/21/98 No
67 CT 1 $8,950,758.21 $66 7.540% 2/27/98 Yes
68 MS 1 $1,563,901.96 $38,691 8.430% 6/18/98 No
69 MS 1 $1,360,593.87 $38,691 8.430% 6/18/98 No
70 MS 1 $1,333,692.90 $38,691 8.430% 6/18/98 No
71 MS 1 $980,880.62 $38,691 8.430% 6/18/98 No
72 MS 1 $914,882.48 $38,691 8.430% 6/18/98 No
73 MS 1 $774,131.25 $38,691 8.430% 6/18/98 No
74 MS 1 $735,033.07 $38,691 8.430% 6/18/98 No
75 MS 1 $641,199.26 $38,691 8.430% 6/18/98 No
76 MS 1 $633,380.02 $38,691 8.430% 6/18/98 No
77 CT 1 $8,767,718.02 $118 7.300% 2/10/98 No
78 MS 1 $8,601,273.17 $47 7.240% 3/20/98 No
79 MS 1 $8,107,637.30 $64 7.500% 6/20/97 No
80 CT 1 $7,974,065.83 $60 7.500% 5/1/98 Yes
81 MS 1 $7,677,558.36 $41,056 7.680% 4/3/98 Yes
82 RMF 3 $7,482,949.63 $35,976 7.040% 4/7/98 No
83 CT 2 $7,476,630.59 $59,338 7.125% 3/31/98 Yes
84 MS 1 $7,439,284.91 $32 7.890% 11/10/97 No
85 RMF 2 $7,305,575.74 $36,528 7.500% 11/11/97 Yes
86 MS 3 $7,302,991.54 $53,698 7.300% 12/15/95 No
87 MS 1 $7,235,226.10 $40,877 7.605% 5/14/98 No
88 CT 1 $7,191,881.39 $38 6.900% 6/30/98 No
89 CT 1 $7,169,800.01 $66 7.625% 3/31/98 Yes
90 CT 1 $4,430,490.25 $56 7.200% 4/28/98 No
91 CT 1 $2,545,601.79 $56 7.200% 4/28/98 No
92 CT 1 $6,964,808.53 $69 7.200% 1/29/98 Yes
93 CT 1 $6,956,184.67 $25 7.637% 2/4/98 No
94 MS 1 $6,904,652.97 $133 6.970% 3/26/98 No
95 MS 3 $6,814,959.96 $36,058 6.940% 5/28/98 Yes
96 CT 1 $2,839,073.04 $29,525 7.870% 2/24/98 No
97 CT 1 $2,234,727.64 $29,525 7.870% 1/8/98 No
98 CT 1 $1,687,402.72 $29,525 7.870% 2/24/98 No
99 CT 1 $2,001,760.88 $18 7.550% 4/20/98 No
100 CT 1 $1,764,338.43 $18 7.550% 4/20/98 No
101 CT 1 $1,200,917.08 $18 7.550% 4/20/98 No
102 CT 1 $863,769.05 $18 7.550% 4/20/98 No
103 CT 1 $846,342.18 $18 7.550% 4/20/98 No
104 MS 3 $6,545,027.52 $30,301 8.340% 10/2/95 No
105 RMF 3 $6,484,776.60 $23,411 7.500% 12/10/97 Yes
106 MS 1 $6,461,424.39 $63,347 7.455% 5/13/98 No
107 RMF 2 $6,380,363.08 $46,914 7.200% 3/31/98 Yes
108 RMF 3 $6,365,424.93 $27,919 7.500% 12/10/97 Yes
109 CT 1 $6,245,793.13 $35,895 7.125% 6/5/98 No
110 MS 1 $6,231,803.56 $227 7.400% 5/15/98 No
111 CT 1 $5,981,247.98 $65 7.500% 2/9/98 Yes
112 CT 1 $3,238,486.61 $88 7.000% 1/20/98 No
113 CT 1 $2,417,545.93 $88 7.000% 1/20/98 No
114 RMF 2 $5,469,440.70 $34,184 7.350% 12/30/97 Yes
115 CT 1 $5,449,637.43 $9 8.400% 10/14/97 No
116 CT 1 $5,444,661.69 $73 7.625% 6/3/98 No
117 CT 1 $5,284,315.13 $79 7.375% 3/26/98 No
118 CT 1 $5,283,005.81 $35 7.563% 1/9/98 No
119 MS 1 $5,281,924.45 $45,534 7.510% 5/28/98 No
120 RMF 2 $5,171,215.48 $34,246 7.370% 12/19/97 Yes
121 MS 1 $5,119,222.25 $72 7.990% 5/27/98 No
122 MS 3 $5,102,890.38 $31,695 8.660% 4/24/96 No
123 MS 1 $5,090,066.29 $48,019 7.840% 5/22/98 No
124 MS 1 $5,024,527.86 $37 7.750% 12/27/95 No
125 CT 1 $4,984,553.57 $25,431 8.170% 4/28/98 No
126 CT 1 $4,974,724.34 $41,456 8.000% 2/12/98 No
127 CT 1 $4,971,680.19 $60 6.900% 4/9/98 No
128 CT 1 $3,723,275.09 $45,131 9.160% 2/26/98 Yes
129 CT 1 $1,241,091.68 $45,131 9.160% 2/26/98 Yes
130 MS 3 $4,944,631.69 $52,049 7.430% 1/11/96 No
131 CT 1 $4,848,711.68 $56 7.625% 2/19/98 No
132 MS 3 $4,785,964.51 $23,461 6.990% 3/31/98 No
133 RMF 2 $4,770,988.27 $23,387 7.500% 11/11/97 Yes
134 MS 1 $4,700,000.00 $40,171 7.455% 7/1/98 No
135 CT 1 $4,605,023.01 $43 7.500% 4/22/98 No
136 CT 1 $4,546,971.02 $66,867 8.210% 4/21/98 Yes
137 CT 1 $4,480,518.41 $30 7.700% 3/16/98 Yes
138 CT 1 $4,474,999.09 $46 7.450% 2/27/98 No
139 RMF 1 $4,393,126.10 $20,433 7.945% 6/4/98 No
140 MS 1 $4,391,143.86 $122 7.130% 4/6/98 No
141 RMF 2 $4,382,531.85 $19,392 6.930% 2/4/98 Yes
142 CT 1 $4,359,862.94 $32,058 7.125% 4/15/98 Yes
143 MS 2 $4,350,591.61 $14,502 7.750% 9/22/97 No
144 MS 1 $4,247,893.60 $100 7.720% 6/30/98 No
145 CT 1 $4,179,930.30 $34,545 7.100% 3/18/98 Yes
146 CT 1 $1,806,338.77 $113 8.330% 2/4/98 No
147 CT 1 $1,059,917.78 $113 8.330% 2/4/98 No
148 CT 1 $1,134,559.88 $113 8.330% 2/4/98 No
149 RMF 3 $3,981,336.42 $33,178 7.620% 12/31/97 Yes
150 CT 1 $1,278,867.97 $112 8.330% 2/4/98 No
151 CT 1 $1,229,106.55 $112 8.330% 2/4/98 No
152 CT 1 $761,349.42 $112 8.330% 2/4/98 No
153 CT 1 $696,659.57 $112 8.330% 2/4/98 No
154 MS 1 $3,884,646.97 $30,114 7.820% 3/11/98 No
155 RMF 1 $3,879,892.01 $48,499 7.886% 2/27/98 Yes
156 CT 1 $3,839,019.52 $42,656 8.220% 4/13/98 Yes
157 MS 1 $1,897,591.22 $143 7.540% 5/11/98 No
158 MS 1 $1,897,591.22 $143 7.540% 5/11/98 No
159 CT 2 $3,738,315.29 $38,941 7.125% 3/18/98 Yes
160 CT 1 $3,735,181.49 $28 8.245% 3/27/98 No
161 MS 1 $3,585,106.64 $42,680 7.560% 3/16/98 No
162 MS 1 $3,582,061.86 $85 7.570% 4/29/98 No
163 CT 3 $3,539,494.10 $42,137 7.375% 3/31/98 Yes
164 CT 1 $3,504,224.42 $33 7.100% 2/27/98 No
165 MS 1 $3,492,730.90 $24,771 7.505% 5/13/98 No
166 CT 1 $3,476,883.00 $60,998 8.125% 3/26/98 No
167 RMF 2 $3,389,524.88 $32,592 7.180% 3/26/98 Yes
168 CT 1 $1,432,096.25 $345 9.065% 5/1/98 No
169 CT 1 $1,004,209.71 $345 9.065% 5/1/98 No
170 CT 1 $938,868.56 $345 9.065% 5/1/98 No
171 CT 1 $3,256,958.96 $162 7.500% 2/26/98 No
172 CT 1 $1,834,719.80 $31 7.500% 5/1/98 Yes
173 CT 1 $1,404,744.42 $31 7.500% 5/1/98 Yes
174 CT 1 $3,220,505.76 $153 8.500% 3/11/98 No
175 CT 1 $2,260,650.04 $67 7.625% 4/9/98 No
176 CT 1 $929,201.42 $67 7.625% 4/9/98 No
177 MS 1 $3,164,709.07 $94 7.810% 3/23/98 No
178 CT 1 $3,159,595.55 $44 7.400% 1/15/98 Yes
179 CT 1 $3,143,716.86 $100 7.625% 4/2/98 Yes
180 CT 1 $3,137,808.94 $21,201 7.050% 2/25/98 No
181 MS 1 $3,095,388.82 $134 7.950% 6/9/98 No
182 CT 1 $3,086,411.32 $25 7.625% 3/27/98 Yes
183 CT 1 $3,078,446.56 $36 7.720% 3/10/98 No
184 MS 1 $3,034,670.84 $28,629 7.510% 4/24/98 No
185 RMF 1 $2,982,700.74 $63 7.230% 2/13/98 Yes
186 CT 1 $2,949,821.52 $14 8.750% 1/29/98 No
187 MS 1 $2,934,979.42 $88 7.730% 4/16/98 No
188 CT 1 $2,885,774.43 $22,723 8.000% 4/14/98 No
189 CT 1 $2,881,396.32 $64 8.000% 1/28/98 Yes
190 CT 1 $2,843,814.95 $31,598 7.250% 4/17/98 Yes
191 CT 1 $2,833,963.34 $80 7.375% 2/26/98 No
192 CT 3 $2,829,193.06 $20,803 7.375% 1/29/98 Yes
193 CT 1 $2,789,047.70 $41,015 7.000% 2/12/98 No
194 CT 1 $2,787,299.82 $47 7.310% 3/31/98 No
195 MS 1 $2,732,000.99 $27 7.680% 5/15/98 No
196 CT 1 $2,693,997.99 $81 7.500% 5/6/98 Yes
197 RMF 1 $2,693,948.01 $89 7.450% 5/29/98 No
198 CT 1 $2,690,840.68 $112 7.860% 5/7/98 No
199 CT 2 $2,689,716.32 $17,931 7.125% 2/4/98 Yes
200 CT 1 $2,686,351.14 $26,337 8.000% 2/27/98 Yes
201 CT 1 $2,651,780.52 $88 7.438% 4/28/98 No
202 CT 1 $2,591,934.30 $54 7.750% 4/28/98 No
203 CT 3 $2,492,218.18 $51,921 7.130% 3/3/98 Yes
204 CT 1 $1,265,005.01 $48 7.875% 3/27/98 Yes
205 CT 1 $1,224,482.74 $48 7.875% 3/27/98 Yes
206 MS 1 $2,487,507.09 $28,267 7.550% 4/24/98 No
207 CT 1 $2,469,918.73 $33 7.500% 3/6/98 No
208 CT 1 $1,431,272.71 $178 8.950% 3/31/98 No
209 CT 1 $1,033,997.55 $178 8.950% 3/31/98 No
210 CT 1 $2,453,088.74 $9 7.625% 3/13/98 No
211 CT 1 $2,432,598.42 $52 7.150% 1/29/98 Yes
212 CT 1 $2,400,000.00 $53 7.350% 5/1/98 No
213 CT 1 $1,692,554.32 $29 7.630% 3/23/98 No
214 CT 1 $696,934.12 $29 7.630% 3/23/98 No
215 CT 1 $2,389,036.53 $31 7.375% 3/19/98 No
216 CT 1 $2,387,332.46 $30,607 7.750% 2/6/98 No
217 CT 1 $661,127.71 $12,423 8.625% 3/26/98 No
218 CT 1 $647,285.02 $12,423 8.625% 3/26/98 No
219 CT 1 $553,668.33 $12,423 8.625% 3/26/98 No
220 CT 1 $523,051.48 $12,423 8.625% 3/26/98 No
221 MS 1 $2,334,442.90 $42 8.420% 7/1/97 No
222 CT 1 $1,113,494.36 $75 8.000% 3/5/98 No
223 CT 1 $830,549.33 $75 8.000% 3/5/98 No
224 CT 1 $346,485.21 $75 8.000% 3/5/98 No
225 CT 1 $2,290,528.90 $37,550 8.000% 3/19/98 No
226 CT 1 $2,240,339.83 $32,469 7.750% 3/26/98 No
227 CT 1 $2,223,955.76 $38,344 8.500% 4/16/98 No
228 CT 1 $2,174,683.97 $18 8.000% 3/18/98 No
229 CT 1 $2,125,259.34 $25 8.000% 3/18/98 No
230 CT 1 $2,095,391.70 $87,308 7.200% 4/29/98 Yes
231 CT 1 $2,082,912.86 $37 7.270% 4/28/98 No
232 CT 1 $2,036,732.00 $28 8.810% 1/28/98 No
233 CT 1 $2,016,834.50 $34,773 8.125% 3/13/98 No
234 CT 1 $2,013,481.33 $26,846 8.250% 5/19/98 Yes
235 CT 1 $1,993,192.75 $19 7.220% 4/28/98 Yes
236 CT 1 $1,991,233.11 $82 7.625% 3/27/98 No
237 CT 1 $1,990,674.40 $44 7.250% 3/4/98 Yes
238 CT 2 $1,990,317.67 $38,275 7.020% 3/31/98 No
239 RMF 2 $1,989,134.36 $22,604 7.470% 12/22/97 Yes
240 CT 1 $1,988,093.42 $35 7.040% 2/4/98 No
241 CT 1 $1,982,643.93 $30 9.375% 9/2/97 No
242 CT 3 $1,979,259.96 $30,926 8.375% 2/3/98 No
243 CT 1 $1,976,985.41 $24 8.000% 3/18/98 No
244 CT 1 $1,962,362.20 $19,624 8.270% 1/20/98 No
245 CT 1 $1,947,723.02 $61 8.625% 10/20/97 No
246 CT 1 $1,914,472.33 $147 8.625% 10/10/97 No
247 MS 2 $1,897,298.34 $36,487 7.080% 5/28/98 Yes
248 CT 1 $1,893,340.85 $16 7.050% 4/7/98 Yes
249 CT 1 $1,892,338.54 $31,539 8.125% 3/19/98 No
250 MS 1 $1,848,871.18 $14,444 7.080% 6/9/98 No
251 MS 1 $1,836,981.65 $53 7.870% 4/2/98 No
252 CT 1 $1,794,103.26 $294 7.440% 4/3/98 Yes
253 CT 1 $1,793,957.80 $17 7.300% 4/2/98 Yes
254 MS 1 $1,787,917.54 $52 8.640% 8/14/97 No
255 CT 1 $1,784,387.09 $22 7.770% 4/9/98 No
256 CT 1 $1,774,874.84 $81 7.700% 3/31/98 No
257 CT 3 $995,578.22 $20,047 8.760% 2/6/98 No
258 CT 3 $768,586.39 $20,047 8.760% 2/6/98 No
259 MS 3 $1,697,564.96 $15,718 7.050% 5/21/98 No
260 CT 1 $1,693,702.07 $80 8.625% 3/27/98 No
261 CT 1 $1,691,265.55 $62 7.650% 4/29/98 Yes
262 CT 3 $1,386,122.53 $35,797 7.500% 3/4/98 Yes
263 CT 2 $296,314.72 $35,797 7.500% 3/4/98 Yes
264 CT 1 $1,665,896.51 $34,706 8.250% 3/30/98 Yes
265 CT 1 $1,664,874.68 $146 7.375% 2/23/98 No
266 CT 1 $1,621,937.36 $27,032 8.125% 2/25/98 No
267 CT 1 $1,620,284.78 $147 7.470% 3/31/98 No
268 CT 1 $1,596,200.65 $84 7.100% 5/18/98 Yes
269 CT 1 $1,196,656.43 $72 7.875% 4/30/98 No
270 CT 1 $395,363.58 $72 7.875% 4/30/98 No
271 CT 1 $1,588,945.94 $42 7.750% 1/16/98 No
272 CT 1 $1,574,764.97 $92 7.375% 4/7/98 Yes
273 CT 1 $1,493,506.12 $73 7.700% 3/11/98 No
274 CT 1 $1,492,795.75 $34 8.640% 2/27/98 No
275 CT 1 $1,492,157.82 $35,528 8.310% 1/29/98 No
276 CT 1 $1,491,379.48 $82 7.250% 2/9/98 Yes
277 CT 1 $1,488,714.35 $24,012 7.170% 1/29/98 No
278 CT 1 $771,530.21 $290 7.650% 2/4/98 Yes
279 CT 1 $710,469.33 $290 7.650% 2/4/98 Yes
280 CT 3 $994,152.78 $29,507 7.700% 4/30/98 Yes
281 CT 2 $481,215.20 $29,507 7.700% 4/30/98 Yes
282 CT 1 $1,468,122.38 $36,703 7.250% 3/17/98 No
283 CT 1 $1,468,122.38 $36,703 7.250% 3/17/98 No
284 CT 1 $1,468,122.38 $36,703 7.250% 3/17/98 No
285 CT 1 $1,468,122.38 $36,703 7.250% 3/17/98 No
286 MS 1 $1,414,091.97 $13 7.530% 3/13/98 No
287 CT 1 $1,395,135.14 $46 7.550% 2/23/98 No
288 CT 1 $1,353,243.17 $61 8.500% 11/6/97 No
289 CT 1 $1,345,108.72 $133 7.500% 5/8/98 Yes
290 RMF 1 $1,310,326.09 $117 7.300% 3/19/98 No
291 CT 2 $1,294,037.01 $15,047 7.350% 3/26/98 Yes
292 CT 1 $1,292,738.14 $65 8.250% 5/7/98 No
293 CT 1 $1,275,630.67 $133 8.500% 10/24/97 No
294 CT 1 $1,248,209.58 $43 7.500% 5/6/98 Yes
295 CT 1 $1,230,734.87 $27 7.188% 2/18/98 No
296 CT 1 $1,230,661.49 $22 7.500% 2/20/98 Yes
297 CT 1 $1,223,469.89 $31 7.400% 4/2/98 No
298 CT 1 $1,216,380.03 $63 8.000% 4/6/98 No
299 CT 3 $1,195,721.52 $12,455 6.950% 4/3/98 Yes
300 CT 1 $1,194,672.27 $19,911 8.740% 4/6/98 No
301 CT 2 $1,193,389.53 $19,890 7.500% 2/17/98 No
302 CT 1 $1,167,962.01 $303 8.885% 3/3/98 No
303 CT 1 $1,146,189.73 $19 7.375% 4/29/98 No
304 CT 2 $1,137,536.85 $16,251 8.875% 12/19/97 No
305 CT 1 $1,133,518.00 $43 9.625% 9/2/97 No
306 CT 1 $1,129,009.86 $385 8.795% 1/21/98 No
307 CT 1 $1,125,105.09 $77 8.500% 12/18/97 No
308 CT 1 $1,121,510.05 $167 7.750% 4/30/98 No
309 CT 1 $1,121,432.15 $7,577 7.625% 4/9/98 No
310 CT 1 $1,096,587.58 $20 7.750% 4/8/98 No
311 CT 1 $1,095,277.23 $29 7.750% 3/30/98 No
312 CT 1 $1,092,849.61 $11,152 8.250% 3/12/98 No
313 CT 1 $1,076,866.53 $24 8.125% 4/3/98 No
314 RMF 1 $1,070,564.50 $143 7.610% 2/9/98 Yes
315 CT 2 $1,042,192.28 $18,611 7.250% 1/9/98 No
316 CT 1 $1,017,653.06 $99 7.500% 1/20/98 No
317 RMF 1 $999,477.33 $133 7.460% 3/2/98 Yes
318 CT 1 $995,882.13 $33 8.000% 3/23/98 No
319 CT 1 $992,762.23 $45 7.400% 3/6/98 Yes
320 RMF 1 $979,567.44 $136 7.460% 3/2/98 Yes
321 CT 1 $955,934.25 $9,018 9.000% 3/9/98 No
322 CT 1 $948,501.24 $43 8.625% 4/30/98 No
323 CT 1 $935,407.00 $99 8.050% 1/30/98 No
324 CT 1 $925,062.60 $40 7.400% 4/2/98 No
325 CT 1 $918,792.59 $208 8.000% 3/11/98 No
326 CT 1 $901,773.01 $23 9.125% 9/5/97 No
327 CT 1 $896,520.92 $29 8.375% 3/26/98 No
328 CT 3 $847,696.13 $22,308 8.500% 4/1/98 No
329 CT 1 $845,860.04 $6,042 10.125% 1/30/98 No
330 CT 1 $838,748.65 $112 9.250% 8/4/97 No
331 CT 1 $821,213.08 $21 8.550% 2/3/98 No
332 CT 3 $817,309.05 $10,216 7.430% 4/29/98 No
333 CT 1 $792,047.24 $76 8.610% 3/20/98 No
334 CT 1 $776,124.70 $14,925 8.500% 10/28/97 No
335 CT 1 $771,432.85 $35 8.875% 10/24/97 No
336 CT 1 $742,239.34 $50 8.000% 4/29/98 No
337 CT 1 $735,370.40 $12 9.125% 11/7/97 No
338 CT 1 $723,549.68 $19,041 9.125% 4/14/98 No
339 CT 3 $678,397.33 $18,844 9.250% 4/6/98 No
340 CT 1 $627,666.05 $18 8.625% 3/27/98 No
341 CT 1 $597,680.61 $67 8.375% 3/3/98 No
342 CT 1 $596,273.58 $24 8.800% 3/10/98 No
343 CT 1 $566,860.72 $81 9.125% 9/10/97 No
344 CT 1 $557,070.48 $103 9.375% 8/28/97 No
345 CT 1 $531,739.33 $36 8.600% 1/27/98 No
346 CT 1 $507,815.02 $40 9.000% 4/13/98 No
347 CT 1 $507,191.17 $152 9.125% 9/5/97 No
348 CT 1 $498,336.86 $68 9.250% 3/16/98 No
349 CT 1 $497,387.13 $85 8.250% 11/19/97 No
350 CT 1 $497,362.24 $26 10.250% 7/3/97 No
351 CT 2 $483,744.59 $14,659 8.750% 4/23/98 No
352 CT 2 $452,753.32 $22,638 9.125% 10/14/97 No
353 CT 3 $448,861.94 $26,404 8.875% 4/3/98 No
354 CT 1 $413,108.91 $77 8.250% 12/8/97 No
355 CT 1 $405,224.89 $30 8.875% 2/18/98 No
356 CT 1 $366,250.70 $3,663 9.675% 12/12/97 No
357 CT 1 $360,931.49 $19 9.000% 9/30/97 No
358 CT 1 $347,045.01 $58 8.875% 10/3/97 No
359 CT 1 $337,457.83 $28 8.875% 11/5/97 No
360 CT 1 $328,067.64 $98 9.750% 7/15/97 No
361 CT 1 $315,912.76 $27 8.875% 11/6/97 No
362 CT 1 $313,504.74 $17 8.360% 2/20/98 No
363 CT 1 $298,632.96 $37,329 8.250% 12/26/97 No
364 CT 3 $298,151.38 $11,043 8.250% 1/16/98 No
365 CT 3 $283,949.95 $14,945 9.100% 2/20/98 No
366 CT 2 $283,921.45 $11,830 8.500% 3/11/98 No
367 CT 1 $278,388.20 $66 9.190% 3/17/98 No
368 CT 1 $268,632.16 $5,373 9.000% 10/7/97 No
369 CT 1 $248,964.87 $18 9.125% 2/26/98 No
370 CT 1 $213,917.12 $17,826 11.050% 1/22/98 No
371 CT 1 $209,548.28 $16 8.875% 3/26/98 No
372 CT 3 $199,334.75 $19,933 9.250% 3/4/98 No
373 CT 1 $195,270.80 $72 8.600% 3/18/98 No
374 CT 1 $190,795.38 $12,720 10.000% 2/10/98 No
375 CT 1 $177,555.58 $27 8.583% 2/20/98 No
376 CT 1 $169,409.48 $63 9.000% 3/10/98 No
377 CT 1 $153,226.90 $10 9.500% 1/20/98 No
378 CT 1 $150,075.66 $9,380 9.875% 3/6/98 No
379 CT 2 $134,312.03 $22,385 9.410% 1/12/98 No
380 CT 1 $129,581.79 $67 9.690% 2/20/98 No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Term Rem. Term
Maturity to Maturity Amort. Scheduled
Loan Loan or ARD or Ard Term Ballon Balloon Security
No. Seller Group or ARD (mos) (mos) (mos) Balance LTV TYPE
--- ------ ----- ------ ----- ----- ---- ------- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 MS 2 5/1/08 120 117 360 $5,578,984 66.4% Fee
2 MS 2 5/1/08 120 117 360 $4,957,174 66.4% Fee
3 MS 2 5/1/08 120 117 360 $4,415,178 66.4% Fee
4 MS 2 5/1/08 120 117 360 $4,101,927 66.4% Fee
5 MS 2 5/1/08 120 117 360 $2,984,756 66.4% Fee
6 MS 2 5/1/08 120 117 360 $2,866,203 66.4% Fee
7 MS 2 5/1/08 120 117 360 $2,632,070 66.4% Fee
8 MS 2 5/1/08 120 117 360 $2,580,280 66.4% Fee
9 MS 2 5/1/08 120 117 360 $2,371,068 66.4% Fee
10 MS 1 5/1/08 120 117 360 $2,315,279 66.4% Fee
11 MS 2 5/1/08 120 117 360 $1,248,298 66.4% Fee
12 MS 1 5/1/08 120 117 360 $707,855 66.4% Fee
13 MS 2 5/1/08 120 117 360 $658,476 66.4% Fee
14 RMF 1 12/1/12 180 172 360 $6,346,920 61.1% Fee
15 RMF 1 12/1/12 180 172 360 $5,475,774 61.1% Fee
16 RMF 1 12/1/12 180 172 360 $4,417,954 61.1% Fee
17 RMF 1 12/1/12 180 172 360 $4,231,280 61.1% Fee
18 RMF 1 12/1/12 180 172 360 $2,986,786 61.1% Fee
19 RMF 1 12/1/12 180 172 360 $2,551,215 61.1% Fee
20 RMF 1 12/1/02 60 52 300 $2,537,070 61.1% Leasehold
21 RMF 1 12/1/12 180 172 300 $1,396,067 61.1% Leasehold
22 CT 1 7/1/08 120 119 360 $22,756,229 64.8% Fee
23 RMF 1 5/1/08 120 117 300 $9,743,255 63.3% Fee
24 RMF 1 5/1/08 120 117 300 $3,879,851 63.3% Fee
25 RMF 1 5/1/08 120 117 300 $3,313,573 63.3% Fee
26 RMF 1 5/1/08 120 117 300 $3,258,759 63.3% Fee
27 MS 1 4/1/08 120 116 276 $3,979,004 55.7% Fee
28 MS 1 4/1/08 120 116 276 $3,912,223 55.7% Fee
29 MS 1 4/1/08 120 116 276 $3,288,938 55.7% Fee
30 MS 1 4/1/08 120 116 276 $3,172,073 55.7% Fee
31 MS 1 4/1/08 120 116 276 $2,081,324 55.7% Fee
32 MS 1 4/1/08 120 116 276 $1,842,027 55.7% Fee
33 MS 1 6/1/08 120 118 360 $20,753,242 66.3% Fee
34 CT 1 5/1/08 120 117 300 $16,723,057 59.7% Fee
35 CT 1 6/1/08 120 118 300 $4,914,449 46.5% Fee
36 CT 1 6/1/08 120 118 300 $3,348,110 46.5% Fee
37 CT 1 6/1/08 120 118 300 $2,086,944 46.5% Fee
38 CT 1 6/1/08 120 118 300 $1,450,975 46.5% Fee
39 CT 1 6/1/08 120 118 300 $991,650 46.5% Fee
40 CT 1 6/1/08 120 118 300 $879,585 46.5% Fee
41 CT 1 6/1/08 120 118 300 $837,592 46.5% Fee
42 CT 3 6/1/08 120 118 300 $14,069,444 55.2% Fee
43 CT 1 4/1/08 120 116 300 $13,311,754 49.1% Fee
44 MS 1 6/1/08 120 118 360 $3,977,624 68.6% Fee
45 MS 1 6/1/08 120 118 360 $3,110,091 68.6% Fee
46 MS 1 6/1/08 120 118 360 $2,153,403 68.6% Fee
47 MS 1 6/1/08 120 118 360 $1,793,359 68.6% Fee
48 MS 1 6/1/08 120 118 360 $1,097,276 68.6% Fee
49 MS 1 6/1/08 120 118 360 $1,045,840 68.6% Fee
50 MS 1 6/1/08 120 118 360 $709,800 68.6% Fee
51 CT 1 6/1/18 240 238 229 $26,547 0.2% Fee
52 CT 1 5/1/08 120 117 300 $9,243,782 61.2% Fee
53 CT 1 5/1/18 240 237 360 $6,857,769 47.3% Fee
54 CT 1 4/1/08 120 116 300 $9,044,555 62.8% Fee
55 MS 1 8/1/08 120 120 360 $9,902,494 66.0% Fee
56 RMF 2 1/1/08 120 113 360 $9,542,467 69.1% Fee
57 RMF 1 5/1/18 240 237 240 $0 0.0% Fee
58 MS 3 5/1/08 120 117 360 $8,721,809 63.2% Fee
59 RMF 1 3/1/13 180 175 300 $2,910,064 51.2% Fee
60 RMF 1 3/1/13 180 175 300 $1,618,903 51.2% Fee
61 RMF 1 3/1/13 180 175 300 $796,149 51.2% Fee
62 RMF 1 3/1/13 180 175 300 $727,847 51.2% Fee
63 MS 1 6/1/08 120 118 300 $2,997,672 53.8% Fee
64 MS 1 6/1/08 120 118 300 $2,761,014 53.8% Fee
65 MS 1 6/1/08 120 118 300 $1,008,912 53.8% Fee
66 MS 1 6/1/08 120 118 300 $705,823 53.8% Fee
67 CT 1 3/1/08 120 115 300 $7,203,843 48.2% Fee
68 MS 1 7/1/08 120 119 240 $1,121,443 56.1% Fee
69 MS 1 7/1/08 120 119 240 $975,655 56.1% Fee
70 MS 1 7/1/08 120 119 240 $956,365 56.1% Fee
71 MS 1 7/1/08 120 119 240 $703,371 56.1% Fee
72 MS 1 7/1/08 120 119 240 $656,044 56.1% Fee
73 MS 1 7/1/08 120 119 240 $555,115 56.1% Fee
74 MS 1 7/1/08 120 119 240 $527,077 56.1% Fee
75 MS 1 7/1/08 120 119 240 $459,792 56.1% Fee
76 MS 1 7/1/08 120 119 240 $454,154 56.1% Fee
77 CT 1 3/1/18 240 235 360 $5,157,462 43.7% Fee
78 MS 1 4/1/08 120 116 360 $7,571,192 65.8% Fee
79 MS 1 8/1/07 120 108 300 $6,556,054 23.2% Fee
80 CT 1 5/1/08 120 117 300 $6,396,575 53.1% Fee
81 MS 1 5/1/08 120 117 300 $6,290,591 61.1% Fee
82 RMF 3 5/1/08 120 117 360 $6,457,952 68.3% Fee
83 CT 2 4/1/08 120 116 360 $6,470,754 51.8% Fee
84 MS 1 12/1/07 120 112 300 $6,161,070 56.0% Fee
85 RMF 2 12/1/07 120 112 360 $6,393,999 69.5% Fee
86 MS 3 1/1/06 120 89 360 $6,480,559 55.9% Fee
87 MS 1 6/1/08 120 118 300 $5,908,632 56.3% Fee
88 CT 1 7/1/23 300 299 300 $0 0.0% Fee
89 CT 1 4/1/08 120 116 360 $6,273,218 73.4% Fee
90 CT 1 5/1/08 120 117 300 $3,525,709 58.2% Fee
91 CT 1 5/1/08 120 117 300 $2,025,747 58.2% Fee
92 CT 1 2/1/08 120 114 360 $6,048,614 65.7% Fee
93 CT 1 11/1/04 80 75 356 $6,454,430 52.5% Fee
94 MS 1 4/1/13 180 176 360 $5,292,457 57.2% Fee
95 MS 3 6/1/08 120 118 360 $5,943,861 65.3% Fee
96 CT 1 3/1/08 120 115 300 $2,304,177 63.1% Fee
97 CT 1 2/1/08 120 114 300 $1,816,252 63.1% Fee
98 CT 1 3/1/08 120 115 300 $1,369,488 63.1% Fee
99 CT 1 5/1/08 120 117 300 $1,603,355 53.0% Fee
100 CT 1 5/1/08 120 117 300 $1,413,186 53.0% Fee
101 CT 1 5/1/08 120 117 300 $961,901 53.0% Fee
102 CT 1 5/1/08 120 117 300 $691,855 53.0% Fee
103 CT 1 5/1/08 120 117 300 $677,896 53.0% Fee
104 MS 3 11/1/05 120 87 360 $5,917,923 55.8% Fee
105 RMF 3 1/1/08 120 113 360 $5,671,950 69.6% Fee
106 MS 1 6/1/08 120 118 300 $5,253,375 56.8% Fee
107 RMF 2 4/1/08 120 116 360 $5,531,269 66.7% Fee
108 RMF 3 1/1/08 120 113 360 $5,576,765 69.7% Fee
109 CT 1 7/1/08 120 119 360 $5,392,307 64.2% Fee
110 MS 1 6/1/08 120 118 360 $5,499,962 61.1% Fee
111 CT 1 3/1/08 120 115 376 $5,302,868 67.1% Fee
112 CT 1 2/1/08 120 114 300 $2,573,377 41.7% Fee
113 CT 1 2/1/08 120 114 300 $1,921,038 41.7% Fee
114 RMF 2 1/1/08 120 113 360 $4,768,688 66.2% Fee
115 CT 1 11/1/07 120 111 300 $4,499,257 56.6% Fee
116 CT 1 7/1/08 120 119 300 $4,372,222 55.3% Fee
117 CT 1 4/1/08 120 116 360 $4,598,799 61.3% Leasehold
118 CT 1 5/1/08 120 117 300 $4,244,819 48.8% Fee
119 MS 1 6/1/18 240 238 240 $201,653 2.6% Fee
120 RMF 2 1/1/08 120 113 360 $4,510,601 69.4% Fee
121 MS 1 6/1/08 120 118 360 $4,583,435 62.8% Fee
122 MS 3 5/1/06 120 93 300 $4,309,448 51.9% Fee
123 MS 1 6/1/08 120 118 300 $4,185,317 55.1% Fee
124 MS 1 1/1/06 120 89 300 $4,188,801 45.5% Fee
125 CT 1 5/1/08 120 117 300 $4,055,505 55.4% Fee/Leasehold
126 CT 1 3/1/08 120 115 300 $4,050,489 58.7% Fee
127 CT 1 5/1/18 240 237 240 $0 0.0% Fee
128 CT 1 3/1/13 180 175 240 $1,648,376 31.8% Fee
129 CT 1 3/1/13 180 175 240 $549,457 31.8% Fee
130 MS 3 2/1/06 120 90 360 $4,393,695 44.8% Fee
131 CT 1 3/1/13 180 175 300 $3,066,577 48.7% Fee
132 MS 3 4/1/08 120 116 360 $4,185,991 54.4% Fee
133 RMF 2 12/1/07 120 112 360 $4,175,673 69.6% Fee
134 MS 1 8/1/08 120 120 300 $3,813,117 53.7% Fee
135 CT 1 5/1/08 120 117 300 $3,694,021 56.0% Fee
136 CT 1 5/1/03 60 57 300 $4,223,006 74.1% Fee
137 CT 1 4/1/08 120 116 300 $3,617,233 60.3% Fee
138 CT 1 3/1/08 120 115 300 $3,593,229 56.1% Fee
139 RMF 1 6/1/18 239 238 240 $0 0.0% Fee
140 MS 1 5/1/08 120 117 360 $3,851,814 55.0% Fee
141 RMF 2 3/1/08 120 115 360 $3,778,833 64.0% Fee
142 CT 1 5/1/18 240 237 300 $1,585,365 27.3% Fee
143 MS 2 10/1/07 120 110 360 $3,891,720 53.7% Fee
144 MS 1 7/1/08 120 119 360 $3,776,606 71.0% Fee
145 CT 1 4/1/13 180 176 300 $2,580,546 44.3% Fee
146 CT 1 3/1/13 180 175 300 $1,176,496 47.2% Fee
147 CT 1 3/1/13 180 175 300 $690,340 47.2% Fee
148 CT 1 3/1/13 180 175 300 $738,956 47.2% Fee
149 RMF 3 2/1/05 84 78 360 $3,685,656 73.3% Fee
150 CT 1 3/1/13 180 175 300 $832,948 46.8% Fee
151 CT 1 3/1/13 180 175 300 $800,536 46.8% Fee
152 CT 1 3/1/13 180 175 300 $495,880 46.8% Fee
153 CT 1 3/1/13 180 175 300 $453,744 46.8% Fee
154 MS 1 4/1/08 120 116 300 $3,198,796 55.6% Fee
155 RMF 1 3/1/08 120 115 300 $3,150,157 60.6% Fee
156 CT 1 5/1/08 120 117 300 $3,136,234 64.7% Fee
157 MS 1 6/1/08 120 118 360 $1,680,601 65.9% Fee
158 MS 1 6/1/08 120 118 360 $1,680,601 65.9% Fee
159 CT 2 4/1/08 120 116 360 $3,235,377 64.7% Fee
160 CT 1 4/1/03 60 56 300 $3,474,220 62.0% Fee
161 MS 1 4/1/08 120 116 300 $2,930,120 61.0% Fee
162 MS 1 5/1/08 120 117 240 $2,502,339 39.4% Fee
163 CT 3 4/1/08 120 116 360 $3,080,327 67.0% Fee
164 CT 1 3/1/01 36 31 300 $3,356,412 64.2% Fee
165 MS 1 6/1/08 120 118 300 $2,843,932 56.9% Fee
166 CT 1 4/1/18 240 236 240 $0 0.0% Fee
167 RMF 2 4/1/08 120 116 360 $2,937,137 66.8% Fee
168 CT 1 6/1/18 240 238 240 $0 0.0% Fee
169 CT 1 6/1/18 240 238 240 $0 0.0% Fee
170 CT 1 6/1/18 240 238 240 $0 0.0% Fee
171 CT 1 3/1/23 300 295 300 $0 0.0% Fee
172 CT 1 5/1/08 120 117 300 $1,471,761 54.0% Fee
173 CT 1 5/1/08 120 117 300 $1,126,846 54.0% Fee
174 CT 1 10/1/07 114 110 294 $2,667,334 62.0% Fee
175 CT 1 5/1/13 180 177 300 $1,426,568 43.3% Fee
176 CT 1 5/1/13 180 177 300 $586,366 43.3% Fee
177 MS 1 5/1/08 120 117 360 $2,823,228 57.6% Fee
178 CT 1 2/1/08 120 114 360 $2,755,915 68.9% Fee
179 CT 1 5/1/08 120 117 360 $2,748,352 67.0% Fee
180 CT 1 3/1/13 180 175 360 $2,345,436 52.1% Fee
181 MS 1 7/1/08 120 119 240 $2,183,626 46.5% Fee
182 CT 1 4/1/08 120 116 300 $2,486,944 57.2% Fee
183 CT 1 4/1/08 120 116 240 $2,126,283 46.2% Fee
184 MS 1 5/1/08 120 117 240 $2,115,521 35.3% Fee
185 RMF 1 3/1/08 120 115 300 $2,381,161 52.9% Fee
186 CT 1 2/1/13 180 174 180 $0 0.0% Fee
187 MS 1 5/1/08 120 117 360 $2,613,257 71.1% Fee
188 CT 1 5/1/08 120 117 240 $2,006,657 48.9% Fee
189 CT 1 2/1/08 120 114 300 $2,342,136 59.9% Fee
190 CT 1 5/1/13 180 177 360 $2,138,345 57.8% Fee
191 CT 1 3/1/08 120 115 300 $2,271,097 61.4% Fee
192 CT 3 2/1/08 120 114 300 $2,270,633 63.4% Fee
193 CT 1 3/1/13 180 175 360 $2,080,796 59.5% Fee
194 CT 1 4/1/13 180 176 360 $2,094,144 63.5% Fee
195 MS 1 6/1/13 180 178 300 $1,795,017 49.2% Fee
196 CT 1 6/1/08 120 118 300 $2,158,845 60.0% Fee
197 RMF 1 6/1/08 120 118 300 $2,155,944 59.9% Fee
198 CT 1 6/1/18 240 238 240 $0 0.0% Leasehold
199 CT 2 3/1/08 120 115 360 $2,329,470 58.6% Fee
200 CT 1 3/1/08 120 115 300 $2,187,264 60.3% Fee
201 CT 1 5/1/08 120 117 300 $2,123,686 63.0% Fee
202 CT 1 5/1/13 180 177 300 $1,644,455 42.2% Fee
203 CT 3 4/1/08 120 116 360 $2,157,168 68.0% Fee
204 CT 1 4/1/08 120 116 300 $1,025,810 57.7% Fee
205 CT 1 4/1/08 120 116 300 $992,949 57.7% Fee
206 MS 1 5/1/08 120 117 240 $1,736,502 40.4% Fee
207 CT 1 4/1/13 180 176 180 $0 0.0% Fee
208 CT 1 4/1/18 240 236 240 $0 0.0% Fee
209 CT 1 4/1/18 240 236 240 $0 0.0% Fee
210 CT 1 4/1/08 120 116 360 $2,146,331 57.5% Fee
211 CT 1 2/1/08 120 114 360 $2,110,268 64.9% Fee
212 CT 1 6/1/23 300 298 288 $0 0.0% Fee
213 CT 1 4/1/08 120 116 300 $1,363,988 58.0% Fee
214 CT 1 4/1/08 120 116 300 $561,642 58.0% Fee
215 CT 1 4/1/08 120 116 300 $1,912,505 28.1% Fee
216 CT 1 3/1/08 120 115 300 $1,931,721 56.9% Fee
217 CT 1 4/1/13 180 176 240 $284,893 27.0% Fee
218 CT 1 4/1/13 180 176 240 $278,928 27.0% Fee
219 CT 1 4/1/13 180 176 240 $238,587 27.0% Fee
220 CT 1 4/1/13 180 176 240 $225,393 27.0% Fee
221 MS 1 6/1/07 120 106 240 $1,667,526 48.5% Fee
222 CT 1 4/1/08 120 116 300 $905,771 62.0% Fee
223 CT 1 4/1/08 120 116 300 $675,609 62.0% Fee
224 CT 1 4/1/08 120 116 300 $281,848 62.0% Fee
225 CT 1 4/1/23 300 296 300 $0 0.0% Fee
226 CT 1 4/1/08 120 116 300 $1,810,990 63.5% Fee
227 CT 1 5/1/13 180 177 300 $1,455,623 38.3% Fee
228 CT 1 4/1/13 180 176 180 $0 0.0% Fee
229 CT 1 4/1/13 180 176 180 $0 0.0% Fee
230 CT 1 5/1/13 180 177 360 $1,572,642 54.6% Fee
231 CT 1 5/1/14 192 189 192 $0 0.0% Fee
232 CT 1 8/1/07 114 108 355 $1,830,419 73.2% Fee
233 CT 1 4/1/08 120 116 300 $1,645,654 61.0% Fee
234 CT 1 6/1/08 120 118 240 $1,408,544 48.9% Fee
235 CT 1 5/1/08 120 117 300 $1,587,007 57.3% Fee
236 CT 1 4/1/08 120 116 300 $1,604,480 59.0% Fee
237 CT 1 4/1/13 180 176 300 $1,237,247 34.4% Fee
238 CT 2 4/1/08 120 116 300 $1,578,184 60.7% Fee
239 RMF 2 1/1/08 120 113 360 $1,738,711 69.5% Fee
240 CT 1 3/1/08 120 115 300 $1,579,070 52.6% Fee
241 CT 1 10/1/07 120 110 300 $1,668,810 49.8% Fee
242 CT 3 3/1/08 120 115 360 $1,758,849 66.6% Fee
243 CT 1 4/1/13 180 176 180 $0 0.0% Fee
244 CT 1 2/1/08 120 114 300 $1,610,477 48.8% Fee
245 CT 1 11/1/07 120 111 300 $1,611,623 50.4% Fee
246 CT 1 11/1/07 120 111 360 $1,709,671 62.2% Fee
247 MS 2 6/1/08 120 118 360 $1,660,855 65.1% Fee
248 CT 1 5/1/08 120 117 300 $1,500,542 56.1% Fee
249 CT 1 4/1/08 120 116 300 $1,544,070 47.5% Fee
250 MS 1 7/1/08 120 119 360 $1,617,337 59.7% Fee
251 MS 1 5/1/08 120 117 360 $1,641,114 71.4% Fee
252 CT 1 5/1/11 156 153 300 $1,262,742 50.5% Fee
253 CT 1 5/1/13 180 177 300 $1,116,041 39.9% Fee
254 MS 1 9/1/07 120 109 360 $1,599,106 58.4% Fee
255 CT 1 5/1/13 180 177 180 $0 0.0% Fee
256 CT 1 4/1/08 120 116 360 $1,551,683 69.7% Fee
257 CT 3 3/1/08 120 115 300 $825,340 64.6% Fee
258 CT 3 3/1/08 120 115 300 $637,162 64.6% Fee
259 MS 3 6/1/08 120 118 360 $1,484,854 64.6% Fee
260 CT 1 4/1/08 120 116 300 $1,398,590 46.6% Fee
261 CT 1 5/1/08 120 117 240 $1,163,441 48.5% Fee
262 CT 3 4/1/08 120 116 300 $1,113,285 61.6% Fee
263 CT 2 4/1/08 120 116 300 $237,990 61.6% Fee
264 CT 1 4/1/08 120 116 300 $1,363,445 60.9% Fee
265 CT 1 3/1/18 240 235 240 $0 0.0% Fee
266 CT 1 3/1/08 120 115 300 $1,324,648 60.9% Fee
267 CT 1 4/1/08 120 116 360 $1,412,995 61.7% Fee
268 CT 1 6/1/08 120 118 300 $1,265,384 60.3% Fee
269 CT 1 5/1/13 180 177 240 $495,887 32.3% Fee
270 CT 1 5/1/13 180 177 240 $163,836 32.3% Fee
271 CT 1 2/1/08 120 114 300 $1,287,538 46.0% Fee
272 CT 1 5/1/08 120 117 300 $1,259,066 57.5% Fee
273 CT 1 4/1/08 120 116 300 $1,205,744 40.2% Fee
274 CT 1 3/1/08 120 115 300 $1,230,685 61.5% Fee
275 CT 1 2/1/05 84 78 327 $1,364,300 62.0% Fee
276 CT 1 3/1/08 120 115 300 $1,191,237 50.9% Fee
277 CT 1 2/1/08 120 114 300 $1,188,371 57.5% Fee
278 CT 1 3/1/13 180 175 300 $488,480 46.9% Fee
279 CT 1 3/1/13 180 175 300 $449,820 46.9% Fee
280 CT 3 5/1/08 120 117 300 $801,640 60.3% Fee
281 CT 2 5/1/08 120 117 300 $388,030 60.3% Fee
282 CT 1 4/1/23 300 296 300 $0 0.0% Fee
283 CT 1 4/1/23 300 296 300 $0 0.0% Fee
284 CT 1 4/1/23 300 296 300 $0 0.0% Fee
285 CT 1 4/1/23 300 296 300 $0 0.0% Fee
286 MS 1 4/1/08 120 116 300 $1,154,733 51.3% Fee
287 CT 1 3/1/08 120 115 360 $1,219,494 61.0% Fee
288 CT 1 12/1/02 60 52 360 $1,298,668 66.9% Fee
289 CT 1 6/1/13 180 178 240 $542,742 29.7% Fee
290 RMF 1 4/1/18 240 236 240 $0 0.0% Fee
291 CT 2 4/1/08 120 116 300 $1,035,236 52.4% Fee
292 CT 1 6/1/13 180 178 180 $0 0.0% Fee
293 CT 1 12/1/07 120 112 360 $1,135,885 60.1% Fee
294 CT 1 6/1/08 120 118 360 $1,087,641 64.0% Fee
295 CT 1 3/1/13 180 175 180 $0 0.0% Fee
296 CT 1 3/1/03 60 55 360 $1,169,719 76.7% Fee
297 CT 1 5/1/08 120 117 240 $835,051 49.1% Fee
298 CT 1 5/1/13 180 177 300 $779,955 49.5% Fee
299 CT 3 5/1/08 120 117 300 $945,041 37.8% Fee
300 CT 1 5/1/13 180 177 240 $516,825 24.0% Fee
301 CT 2 3/1/08 120 115 300 $959,484 58.2% Fee
302 CT 1 4/1/18 240 236 240 $0 0.0% Fee
303 CT 1 5/1/08 120 117 300 $916,411 55.5% Fee
304 CT 2 1/1/08 120 113 300 $944,635 51.1% Fee
305 CT 1 10/1/02 60 50 240 $1,028,120 57.1% Fee
306 CT 1 2/1/18 240 234 240 $0 0.0% Fee
307 CT 1 1/1/08 120 113 360 $1,001,209 58.0% Fee
308 CT 1 5/1/23 300 297 300 $0 0.0% Fee
309 CT 1 5/1/08 120 117 300 $902,520 56.4% Fee
310 CT 1 5/1/08 120 117 300 $885,374 56.4% Fee
311 CT 1 4/1/08 120 116 300 $885,372 46.6% Fee
312 CT 1 4/1/08 120 116 240 $767,025 46.5% Fee
313 CT 1 5/1/08 120 117 300 $877,683 65.0% Fee
314 RMF 1 3/1/12 168 163 240 $508,566 34.5% Fee
315 CT 2 2/1/08 120 114 300 $833,699 45.1% Fee
316 CT 1 2/1/08 120 114 300 $819,389 60.7% Fee
317 RMF 1 4/1/12 168 164 300 $667,448 53.2% Fee
318 CT 1 4/1/08 120 116 300 $810,099 57.9% Fee
319 CT 1 4/1/08 120 116 240 $678,903 50.3% Fee
320 RMF 1 10/1/11 162 158 300 $672,827 54.7% Fee
321 CT 1 3/1/08 120 115 300 $796,764 63.7% Fee
322 CT 1 5/1/13 180 177 360 $747,840 49.9% Fee
323 CT 1 2/1/13 180 174 345 $697,587 53.7% Fee
324 CT 1 5/1/08 120 117 240 $631,380 52.6% Fee
325 CT 1 4/1/18 240 236 240 $0 0.0% Fee
326 CT 1 10/1/07 120 110 300 $755,076 58.1% Fee
327 CT 1 4/1/13 180 176 300 $584,470 48.3% Fee
328 CT 3 5/1/08 120 117 300 $697,196 63.4% Fee
329 CT 1 2/1/08 120 114 300 $722,656 55.6% Fee
330 CT 1 9/1/07 120 109 360 $757,897 62.1% Fee
331 CT 1 3/1/08 120 115 300 $677,507 61.6% Fee
332 CT 3 5/1/08 120 117 300 $654,416 63.8% Fee
333 CT 1 4/1/13 180 176 300 $521,251 49.2% Fee
334 CT 1 12/1/12 180 172 360 $609,045 49.2% Fee
335 CT 1 12/1/07 120 112 360 $691,514 53.2% Fee
336 CT 1 5/1/08 120 117 360 $653,946 64.1% Fee
337 CT 1 1/1/08 120 113 300 $614,017 43.9% Fee
338 CT 1 5/1/08 120 117 300 $603,694 52.2% Fee
339 CT 3 5/1/08 120 117 300 $567,584 66.8% Fee
340 CT 1 4/1/08 120 116 300 $518,301 55.7% Fee
341 CT 1 4/1/08 120 116 300 $490,640 61.3% Fee
342 CT 1 4/1/08 120 116 240 $423,694 53.0% Fee
343 CT 1 10/1/07 120 110 360 $510,884 52.7% Fee
344 CT 1 10/1/07 120 110 360 $504,099 65.5% Fee
345 CT 1 2/1/13 180 174 300 $350,638 48.7% Fee
346 CT 1 5/1/08 120 117 240 $363,637 53.5% Fee
347 CT 1 10/1/07 120 110 360 $457,106 60.9% Fee
348 CT 1 4/1/08 120 116 300 $417,341 56.4% Fee
349 CT 1 12/1/07 120 112 360 $440,851 51.0% Fee
350 CT 1 8/1/07 120 108 360 $456,428 50.7% Fee
351 CT 2 5/1/08 120 117 300 $400,196 61.6% Fee
352 CT 2 11/1/07 120 111 360 $407,811 63.2% Fee
353 CT 3 5/1/08 120 117 300 $372,407 61.6% Fee
354 CT 1 1/1/08 120 113 360 $365,905 50.1% Fee
355 CT 1 3/1/08 120 115 313 $343,783 54.6% Fee
356 CT 1 1/1/08 120 113 360 $332,472 63.3% Fee
357 CT 1 11/1/12 180 171 180 $0 0.0% Fee
358 CT 1 11/1/07 120 111 300 $288,754 51.1% Fee
359 CT 1 12/1/07 120 112 300 $280,502 49.2% Fee
360 CT 1 8/1/07 120 108 360 $298,910 56.9% Fee
361 CT 1 12/1/12 180 172 180 $0 0.0% Fee
362 CT 1 3/1/13 180 175 300 $204,440 47.0% Fee
363 CT 1 1/1/13 180 173 360 $232,317 54.0% Fee
364 CT 3 2/1/08 120 114 300 $243,815 57.4% Fee
365 CT 3 3/1/08 120 115 314 $242,306 65.3% Fee
366 CT 2 4/1/08 120 116 300 $233,766 55.7% Fee
367 CT 1 4/1/18 240 236 240 $0 0.0% Fee
368 CT 1 11/1/07 120 111 360 $241,461 56.8% Fee
369 CT 1 3/1/08 120 115 300 $208,083 52.0% Fee
370 CT 1 2/1/08 120 114 284 $180,355 25.8% Fee
371 CT 1 4/1/08 120 116 360 $187,838 32.4% Fee
372 CT 3 4/1/08 120 116 300 $166,936 66.8% Fee
373 CT 1 4/1/08 120 116 300 $161,154 53.7% Fee
374 CT 1 3/1/13 180 175 184 $7,491 2.5% Fee
375 CT 1 3/1/13 180 175 180 $0 0.0% Fee
376 CT 1 4/1/08 120 116 300 $141,094 58.8% Fee
377 CT 1 2/1/08 120 114 300 $128,851 52.6% Fee
378 CT 1 4/1/11 156 152 156 $0 0.0% Fee
379 CT 2 2/1/08 120 114 300 $112,731 61.3% Fee
380 CT 1 3/1/08 120 115 316 $112,231 64.5% Fee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Loan
No. Seller Group Property Address
--- ------ ----- -------- -------
<S> <C> <C> <C> <C>
14 RMF 1 Fountain View Nursing Home (2A) 215 First Street N.E.
15 RMF 1 Greeneville West Health Care Center (2A) 106 Holt Court
16 RMF 1 Bay St. Joseph Care Center (2A) 220 9th Street
17 RMF 1 Heritage Manor of Abbeville (2A) 2403 Alonzo Drive
18 RMF 1 Panola Nursing Home (2A) 501 Cottage Road
19 RMF 1 Jackson Manor Nursing Home (2A) U.S. Highway 167 South
20 RMF 1 West Mesa Health Care Center (2A) 9150 McMahon Blvd. N.W.
21 RMF 1 Pickett County Nursing Home (2A) 129 Hillcrest Drive
23 RMF 1 The Courville at Nashua & Villas at Nashua (2II) 22 Hunt Street/22.5 Hunt Street
24 RMF 1 Aynsley Place (2II) 80 Lake Street
25 RMF 1 The Courville at Manchester (2II) 44 West Webster Street
26 RMF 1 Carlyle Place (2II) 44 Route 101
56 RMF 2 Ashton Pointe Apartments 308 Frankford Avenue
57 RMF 1 Wedgewood Care Center 199 Community Drive
59 RMF 1 Oakwood Nursing Home (2VI) 401 Witsell Street
60 RMF 1 Tanglewood Nursing Home (2VI) Third Street
61 RMF 1 Forsyth Nursing Home (2VI) 521 Cabiness Road
62 RMF 1 Hilltop Nursing Home (2VI) 4796 Highway 42 North
82 RMF 3 Highland Walk Apartments 6069 Norcross Tucker Road
85 RMF 2 Sandlewood Apartments 6519 Mt. Zion Boulevard
105 RMF 3 The Palms of Apalachee Apartments 2855 Apalachee Parkway
107 RMF 2 Columbia Arms Apartments 1600 Columbia Arms Circle
108 RMF 3 Palms of Magnolia 1112 So. Magnolia Drive
114 RMF 2 Spring Valley Club Apartments 2121 Harrison Avenue
120 RMF 2 Highland Estates 27 Maypop Lane
133 RMF 2 Wynstone Apartments 205 Millwood Drive
139 RMF 1 West Lawrence Care Center 1410 Seagirt Boulevard
141 RMF 3 Cambridge Park Apartments 621 Memorial Drive
149 RMF 3 Golden Pointe Apartments 7325 Golden Pointe Boulevard
155 RMF 1 Marriott Fairfield Inn 2225 Northwest Evangeline Thruway
167 RMF 2 Belle Rive Club Apartments 8715 Belle Rive Boulevard
185 RMF 1 Spalding Plaza Retail and Office Complex 6450-6470 Spalding Drive
197 RMF 1 Pharr Plaza 375 Pharr Road, NE
239 RMF 2 Premier Club Apartments 5100 Highpoint Road
290 RMF 1 Rite Aid Drug Store - Griffin, GA 405 S. Hill Street
314 RMF 1 Hollywood Video Store - High Point, NC 2118 N. Main Street
317 RMF 1 Hollywood Video Store - Virginia Beach 629 Newtown Road
320 RMF 1 Hollywood Video Store - Pikesville, MD 211 Reisterstown Road
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Related Mortgage Mortgage
Loan Loan Property Loans Cut-Off Unit or Note
No. Seller Group City State Type (by Loan No.) Date Balance SF Rate
--- ------ ----- ---- ----- ---- ------------- ------------ -- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 Springhill LA Healthcare $8,117,518.62 $41,802 8.260%
15 RMF 1 Greeneville TN Healthcare $7,003,349.39 $41,802 8.260%
16 RMF 1 Port St. Joe FL Healthcare $5,650,429.62 $41,802 8.260%
17 RMF 1 Abbeville LA Healthcare $5,411,679.08 $41,802 8.260%
18 RMF 1 Carthage TX Healthcare $3,820,008.77 $41,802 8.260%
19 RMF 1 Jonesboro LA Healthcare $3,262,924.19 $41,802 8.260%
20 RMF 1 Albuquerque NM Healthcare $2,715,501.64 $41,802 8.260%
21 RMF 1 Byrdstown TN Healthcare $2,142,251.08 $41,802 8.260%
23 RMF 1 Nashua NH Healthcare $12,024,709.13 $96,606 7.890%
24 RMF 1 Nashua NH Healthcare $4,788,347.07 $96,606 7.890%
25 RMF 1 Manchester NH Healthcare $4,089,470.85 $96,606 7.890%
26 RMF 1 Bedford NH Healthcare $4,021,821.90 $96,606 7.890%
56 RMF 2 Lubbock TX Multifamily $10,965,689.67 $45,690 7.120%
57 RMF 1 Great Neck NY Healthcare $10,944,882.32 $54,724 7.840%
59 RMF 1 Walterboro SC Healthcare $4,527,016.68 $21,547 8.010%
60 RMF 1 Ridgeway SC Healthcare $2,518,432.93 $21,547 8.010%
61 RMF 1 Forsyth GA Healthcare $1,238,522.73 $21,547 8.010%
62 RMF 1 Forsyth GA Healthcare $1,132,268.94 $21,547 8.010%
82 RMF 3 Norcross GA Multifamily (120) $7,482,949.63 $35,976 7.040%
85 RMF 2 Atlanta GA Multifamily (105), (108), (133) $7,305,575.74 $36,528 7.500%
105 RMF 3 Tallahassee FL Multifamily (85), (108), (133) $6,484,776.60 $23,411 7.500%
107 RMF 2 Kissimmee FL Multifamily $6,380,363.08 $46,914 7.200%
108 RMF 3 Tallahassee FL Multifamily (85), (105), (133) $6,365,424.93 $27,919 7.500%
114 RMF 2 Panama City FL Multifamily $5,469,440.70 $34,184 7.350%
120 RMF 2 Decatur GA Multifamily (82) $5,171,215.48 $34,246 7.370%
133 RMF 2 Nashville TN Multifamily (85), (105), (108) $4,770,988.27 $23,387 7.500%
139 RMF 1 Far Rockaway NY Healthcare $4,393,126.10 $20,433 7.945%
141 RMF 3 Red Bank TN Multifamily $4,382,531.85 $19,392 6.930%
149 RMF 3 Orlando FL Multifamily (167) $3,981,336.42 $33,178 7.620%
155 RMF 1 Lafayette LA Hospitality $3,879,892.01 $48,499 7.886%
167 RMF 2 Jacksonville FL Multifamily (149) $3,389,524.88 $32,592 7.180%
185 RMF 1 Norcross GA Mixed Use $2,982,700.74 $63 7.230%
197 RMF 1 Atlanta GA Retail $2,693,948.01 $89 7.450%
239 RMF 2 Union City GA Multifamily $1,989,134.36 $22,604 7.470%
290 RMF 1 Griffin GA Retail $1,310,326.09 $117 7.300%
314 RMF 1 High Point NC Retail $1,070,564.50 $143 7.610%
317 RMF 1 Virginia Beach VA Retail $999,477.33 $133 7.460%
320 RMF 1 Pikesville MD Retail $979,567.44 $136 7.460%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Term to Rem. Term.
to Maturity to Maturity Amort. Scheduled
Loan Loan Hyper- Maturity Date or ARD or ARD Term Balloon Balloon Security
No. Seller Group Date Amortizing or ARD (mos) (mos) (mos) Balance LTV
--- ------ ----- ---- ---------- ------ ----- ----- ----- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $6,346,920 61.1%
15 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $5,475,774 61.1%
16 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $4,417,954 61.1%
17 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $4,231,280 61.1%
18 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $2,986,786 61.1%
19 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $2,551,215 61.1%
20 RMF 1 11/24/97 No 12/1/02 60 52 300 $2,537,070 61.1%
21 RMF 1 11/24/97 No 12/1/12 180 172 300 $1,396,067 61.1%
23 RMF 1 4/30/98 No 5/1/08 120 117 300 $9,743,255 63.3%
24 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,879,851 63.3%
25 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,313,573 63.3%
26 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,258,759 63.3%
56 RMF 2 12/31/97 Yes 1/1/08 120 113 360 $9,542,467 69.1%
57 RMF 1 4/24/98 No 5/1/18 240 237 240 $0 0.0%
59 RMF 1 2/2/98 No 3/1/13 180 175 300 $2,910,064 51.2%
60 RMF 1 2/2/98 No 3/1/13 180 175 300 $1,618,903 51.2%
61 RMF 1 2/2/98 No 3/1/13 180 175 300 $796,149 51.2%
62 RMF 1 2/2/98 No 3/1/13 180 175 300 $727,847 51.2%
82 RMF 3 4/7/98 No 5/1/08 120 117 360 $6,457,952 68.3%
85 RMF 2 11/11/97 Yes 12/1/07 120 112 360 $6,393,999 69.5%
105 RMF 3 12/10/97 Yes 1/1/08 120 113 360 $5,671,950 69.6%
107 RMF 2 3/31/98 Yes 4/1/08 120 116 360 $5,531,269 66.7%
108 RMF 3 12/10/97 Yes 1/1/08 120 113 360 $5,576,765 69.7%
114 RMF 2 12/30/97 Yes 1/1/08 120 113 360 $4,768,688 66.2%
120 RMF 2 12/19/97 Yes 1/1/08 120 113 360 $4,510,601 69.4%
133 RMF 2 11/11/97 Yes 12/1/07 120 112 360 $4,175,673 69.6%
139 RMF 1 6/4/98 No 6/1/18 239 238 240 $0 0.0%
141 RMF 3 2/4/98 Yes 3/1/08 120 115 360 $3,778,833 64.0%
149 RMF 3 12/31/97 Yes 2/1/05 84 78 360 $3,685,656 73.3%
155 RMF 1 2/27/98 Yes 3/1/08 120 115 300 $3,150,157 60.6%
167 RMF 2 3/26/98 Yes 4/1/08 120 116 360 $2,937,137 66.8%
185 RMF 1 2/13/98 Yes 3/1/08 120 115 300 $2,381,161 52.9%
197 RMF 1 5/29/98 No 6/1/08 120 118 300 $2,155,944 59.9%
239 RMF 2 12/22/97 Yes 1/1/08 120 113 360 $1,738,711 69.5%
290 RMF 1 3/19/98 No 4/1/18 240 236 240 $0 0.0%
314 RMF 1 2/9/98 Yes 3/1/12 168 163 240 $508,566 34.5%
317 RMF 1 3/2/98 Yes 4/1/12 168 164 300 $667,448 53.2%
320 RMF 1 3/2/98 Yes 10/1/11 162 158 300 $672,827 54.7%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Healthcare Administrative
Loan Loan Primary Advisory Cost
No. Seller Group Type Master Fee Fee Trustee Excess Strip Rate
--- ------ ----- ---- ------ --- --- ------- ------------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
15 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
16 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
17 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
18 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
19 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
20 RMF 1 Leasehold 2.500 3.000 2.000 0.300 21.500 29.300
21 RMF 1 Leasehold 2.500 3.000 2.000 0.300 21.500 29.300
23 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
24 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
25 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
26 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
56 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
57 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
59 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
60 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
61 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
62 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
82 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
85 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
105 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
107 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
108 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
114 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
120 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
133 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
139 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
141 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
149 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
155 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
167 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
185 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
197 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
239 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
290 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
314 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
317 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
320 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Loan
No. Seller Group Property Address
--- ------ ----- -------- -------
<S> <C> <C> <C> <C>
14 RMF 1 Fountain View Nursing Home (2A) 215 First Street N.E.
15 RMF 1 Greeneville West Health Care Center (2A) 106 Holt Court
16 RMF 1 Bay St. Joseph Care Center (2A) 220 9th Street
17 RMF 1 Heritage Manor of Abbeville (2A) 2403 Alonzo Drive
18 RMF 1 Panola Nursing Home (2A) 501 Cottage Road
19 RMF 1 Jackson Manor Nursing Home (2A) U.S. Highway 167 South
20 RMF 1 West Mesa Health Care Center (2A) 9150 McMahon Blvd. N.W.
21 RMF 1 Pickett County Nursing Home (2A) 129 Hillcrest Drive
23 RMF 1 The Courville at Nashua & Villas at Nashua (2II) 22 Hunt Street/22.5 Hunt Street
24 RMF 1 Aynsley Place (2II) 80 Lake Street
25 RMF 1 The Courville at Manchester (2II) 44 West Webster Street
26 RMF 1 Carlyle Place (2II) 44 Route 101
56 RMF 2 Ashton Pointe Apartments 308 Frankford Avenue
57 RMF 1 Wedgewood Care Center 199 Community Drive
59 RMF 1 Oakwood Nursing Home (2VI) 401 Witsell Street
60 RMF 1 Tanglewood Nursing Home (2VI) Third Street
61 RMF 1 Forsyth Nursing Home (2VI) 521 Cabiness Road
62 RMF 1 Hilltop Nursing Home (2VI) 4796 Highway 42 North
82 RMF 3 Highland Walk Apartments 6069 Norcross Tucker Road
85 RMF 2 Sandlewood Apartments 6519 Mt. Zion Boulevard
105 RMF 3 The Palms of Apalachee Apartments 2855 Apalachee Parkway
107 RMF 2 Columbia Arms Apartments 1600 Columbia Arms Circle
108 RMF 3 Palms of Magnolia 1112 So. Magnolia Drive
114 RMF 2 Spring Valley Club Apartments 2121 Harrison Avenue
120 RMF 2 Highland Estates 27 Maypop Lane
133 RMF 2 Wynstone Apartments 205 Millwood Drive
139 RMF 1 West Lawrence Care Center 1410 Seagirt Boulevard
141 RMF 3 Cambridge Park Apartments 621 Memorial Drive
149 RMF 3 Golden Pointe Apartments 7325 Golden Pointe Boulevard
155 RMF 1 Marriott Fairfield Inn 2225 Northwest Evangeline Thruway
167 RMF 2 Belle Rive Club Apartments 8715 Belle Rive Boulevard
185 RMF 1 Spalding Plaza Retail and Office Complex 6450-6470 Spalding Drive
197 RMF 1 Pharr Plaza 375 Pharr Road, NE
239 RMF 2 Premier Club Apartments 5100 Highpoint Road
290 RMF 1 Rite Aid Drug Store - Griffin, GA 405 S. Hill Street
314 RMF 1 Hollywood Video Store - High Point, NC 2118 N. Main Street
317 RMF 1 Hollywood Video Store - Virginia Beach 629 Newtown Road
320 RMF 1 Hollywood Video Store - Pikesville, MD 211 Reisterstown Road
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Related Mortgage Mortgage
Loan Loan Property Loans Cut-Off Unit or Note
No. Seller Group City State Type (by Loan No.) Date Balance SF Rate
--- ------ ----- ---- ----- ---- ------------- ------------ -- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 Springhill LA Healthcare $8,117,518.62 $41,802 8.260%
15 RMF 1 Greeneville TN Healthcare $7,003,349.39 $41,802 8.260%
16 RMF 1 Port St. Joe FL Healthcare $5,650,429.62 $41,802 8.260%
17 RMF 1 Abbeville LA Healthcare $5,411,679.08 $41,802 8.260%
18 RMF 1 Carthage TX Healthcare $3,820,008.77 $41,802 8.260%
19 RMF 1 Jonesboro LA Healthcare $3,262,924.19 $41,802 8.260%
20 RMF 1 Albuquerque NM Healthcare $2,715,501.64 $41,802 8.260%
21 RMF 1 Byrdstown TN Healthcare $2,142,251.08 $41,802 8.260%
23 RMF 1 Nashua NH Healthcare $12,024,709.13 $96,606 7.890%
24 RMF 1 Nashua NH Healthcare $4,788,347.07 $96,606 7.890%
25 RMF 1 Manchester NH Healthcare $4,089,470.85 $96,606 7.890%
26 RMF 1 Bedford NH Healthcare $4,021,821.90 $96,606 7.890%
56 RMF 2 Lubbock TX Multifamily $10,965,689.67 $45,690 7.120%
57 RMF 1 Great Neck NY Healthcare $10,944,882.32 $54,724 7.840%
59 RMF 1 Walterboro SC Healthcare $4,527,016.68 $21,547 8.010%
60 RMF 1 Ridgeway SC Healthcare $2,518,432.93 $21,547 8.010%
61 RMF 1 Forsyth GA Healthcare $1,238,522.73 $21,547 8.010%
62 RMF 1 Forsyth GA Healthcare $1,132,268.94 $21,547 8.010%
82 RMF 3 Norcross GA Multifamily (120) $7,482,949.63 $35,976 7.040%
85 RMF 2 Atlanta GA Multifamily (105), (108), (133) $7,305,575.74 $36,528 7.500%
105 RMF 3 Tallahassee FL Multifamily (85), (108), (133) $6,484,776.60 $23,411 7.500%
107 RMF 2 Kissimmee FL Multifamily $6,380,363.08 $46,914 7.200%
108 RMF 3 Tallahassee FL Multifamily (85), (105), (133) $6,365,424.93 $27,919 7.500%
114 RMF 2 Panama City FL Multifamily $5,469,440.70 $34,184 7.350%
120 RMF 2 Decatur GA Multifamily (82) $5,171,215.48 $34,246 7.370%
133 RMF 2 Nashville TN Multifamily (85), (105), (108) $4,770,988.27 $23,387 7.500%
139 RMF 1 Far Rockaway NY Healthcare $4,393,126.10 $20,433 7.945%
141 RMF 3 Red Bank TN Multifamily $4,382,531.85 $19,392 6.930%
149 RMF 3 Orlando FL Multifamily (167) $3,981,336.42 $33,178 7.620%
155 RMF 1 Lafayette LA Hospitality $3,879,892.01 $48,499 7.886%
167 RMF 2 Jacksonville FL Multifamily (149) $3,389,524.88 $32,592 7.180%
185 RMF 1 Norcross GA Mixed Use $2,982,700.74 $63 7.230%
197 RMF 1 Atlanta GA Retail $2,693,948.01 $89 7.450%
239 RMF 2 Union City GA Multifamily $1,989,134.36 $22,604 7.470%
290 RMF 1 Griffin GA Retail $1,310,326.09 $117 7.300%
314 RMF 1 High Point NC Retail $1,070,564.50 $143 7.610%
317 RMF 1 Virginia Beach VA Retail $999,477.33 $133 7.460%
320 RMF 1 Pikesville MD Retail $979,567.44 $136 7.460%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Term to Rem. Term.
to Maturity to Maturity Amort. Scheduled
Loan Loan Hyper- Maturity Date or ARD or ARD Term Balloon Balloon Security
No. Seller Group Date Amortizing or ARD (mos) (mos) (mos) Balance LTV
--- ------ ----- ---- ---------- ------ ----- ----- ----- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $6,346,920 61.1%
15 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $5,475,774 61.1%
16 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $4,417,954 61.1%
17 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $4,231,280 61.1%
18 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $2,986,786 61.1%
19 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $2,551,215 61.1%
20 RMF 1 11/24/97 No 12/1/02 60 52 300 $2,537,070 61.1%
21 RMF 1 11/24/97 No 12/1/12 180 172 300 $1,396,067 61.1%
23 RMF 1 4/30/98 No 5/1/08 120 117 300 $9,743,255 63.3%
24 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,879,851 63.3%
25 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,313,573 63.3%
26 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,258,759 63.3%
56 RMF 2 12/31/97 Yes 1/1/08 120 113 360 $9,542,467 69.1%
57 RMF 1 4/24/98 No 5/1/18 240 237 240 $0 0.0%
59 RMF 1 2/2/98 No 3/1/13 180 175 300 $2,910,064 51.2%
60 RMF 1 2/2/98 No 3/1/13 180 175 300 $1,618,903 51.2%
61 RMF 1 2/2/98 No 3/1/13 180 175 300 $796,149 51.2%
62 RMF 1 2/2/98 No 3/1/13 180 175 300 $727,847 51.2%
82 RMF 3 4/7/98 No 5/1/08 120 117 360 $6,457,952 68.3%
85 RMF 2 11/11/97 Yes 12/1/07 120 112 360 $6,393,999 69.5%
105 RMF 3 12/10/97 Yes 1/1/08 120 113 360 $5,671,950 69.6%
107 RMF 2 3/31/98 Yes 4/1/08 120 116 360 $5,531,269 66.7%
108 RMF 3 12/10/97 Yes 1/1/08 120 113 360 $5,576,765 69.7%
114 RMF 2 12/30/97 Yes 1/1/08 120 113 360 $4,768,688 66.2%
120 RMF 2 12/19/97 Yes 1/1/08 120 113 360 $4,510,601 69.4%
133 RMF 2 11/11/97 Yes 12/1/07 120 112 360 $4,175,673 69.6%
139 RMF 1 6/4/98 No 6/1/18 239 238 240 $0 0.0%
141 RMF 3 2/4/98 Yes 3/1/08 120 115 360 $3,778,833 64.0%
149 RMF 3 12/31/97 Yes 2/1/05 84 78 360 $3,685,656 73.3%
155 RMF 1 2/27/98 Yes 3/1/08 120 115 300 $3,150,157 60.6%
167 RMF 2 3/26/98 Yes 4/1/08 120 116 360 $2,937,137 66.8%
185 RMF 1 2/13/98 Yes 3/1/08 120 115 300 $2,381,161 52.9%
197 RMF 1 5/29/98 No 6/1/08 120 118 300 $2,155,944 59.9%
239 RMF 2 12/22/97 Yes 1/1/08 120 113 360 $1,738,711 69.5%
290 RMF 1 3/19/98 No 4/1/18 240 236 240 $0 0.0%
314 RMF 1 2/9/98 Yes 3/1/12 168 163 240 $508,566 34.5%
317 RMF 1 3/2/98 Yes 4/1/12 168 164 300 $667,448 53.2%
320 RMF 1 3/2/98 Yes 10/1/11 162 158 300 $672,827 54.7%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Healthcare Administrative
Loan Loan Primary Advisory Cost
No. Seller Group Type Master Fee Fee Trustee Excess Strip Rate
--- ------ ----- ---- ------ --- --- ------- ------------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
15 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
16 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
17 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
18 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
19 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
20 RMF 1 Leasehold 2.500 3.000 2.000 0.300 21.500 29.300
21 RMF 1 Leasehold 2.500 3.000 2.000 0.300 21.500 29.300
23 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
24 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
25 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
26 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
56 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
57 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
59 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
60 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
61 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
62 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
82 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
85 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
105 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
107 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
108 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
114 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
120 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
133 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
139 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
141 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
149 RMF 3 Fee 2.500 3.000 0.000 0.300 2.500 8.300
155 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
167 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
185 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
197 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
239 RMF 2 Fee 2.500 3.000 0.000 0.300 2.500 8.300
290 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
314 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
317 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
320 RMF 1 Fee 2.500 3.000 0.000 0.300 2.500 8.300
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Loan
No. Seller Group Property Address
--- ------ ----- -------- -------
<S> <C> <C> <C> <C>
14 RMF 1 Fountain View Nursing Home (2A) 215 First Street N.E.
15 RMF 1 Greeneville West Health Care Center (2A) 106 Holt Court
16 RMF 1 Bay St. Joseph Care Center (2A) 220 9th Street
17 RMF 1 Heritage Manor of Abbeville (2A) 2403 Alonzo Drive
18 RMF 1 Panola Nursing Home (2A) 501 Cottage Road
19 RMF 1 Jackson Manor Nursing Home (2A) U.S. Highway 167 South
20 RMF 1 West Mesa Health Care Center (2A) 9150 McMahon Blvd. N.W.
21 RMF 1 Pickett County Nursing Home (2A) 129 Hillcrest Drive
23 RMF 1 The Courville at Nashua & Villas at Nashua (2II) 22 Hunt Street/22.5 Hunt Street
24 RMF 1 Aynsley Place (2II) 80 Lake Street
25 RMF 1 The Courville at Manchester (2II) 44 West Webster Street
26 RMF 1 Carlyle Place (2II) 44 Route 101
57 RMF 1 Wedgewood Care Center 199 Community Drive
59 RMF 1 Oakwood Nursing Home (2VI) 401 Witsell Street
60 RMF 1 Tanglewood Nursing Home (2VI) Third Street
61 RMF 1 Forsyth Nursing Home (2VI) 521 Cabiness Road
62 RMF 1 Hilltop Nursing Home (2VI) 4796 Highway 42 North
68 MS 1 Friendship Manor - Janesville (2VIII) 1918 North Washington Street
69 MS 1 Friendship Manor - Mayville (2VIII) 1091 Horicon Street
70 MS 1 Friendship Manor - North Hume (2VIII) 1316 North Hume Avenue
71 MS 1 Friendship Manor - West Mann (2VIII) 3013-3017 West Mann Road
72 MS 1 Friendship Manor - Hartford (2VIII) 109 Lone Oak Road
73 MS 1 Friendship Manor - Wisconsin Rapids (2VIII) 2511 Strawberry Lane
74 MS 1 Friendship Manor - Medford (2VIII) 509 Lemke Oak lane
75 MS 1 Friendship Manor - Fond du Lac (2VIII) 496 Wisconsin Court
76 MS 1 Friendship Manor - Shawano (2VIII) 844 Olsen Street
96 CT 1 Foster-Richardson Rest Home (2C) 176 Rest Home Road
97 CT 1 Pinnacle Rest Home (2C) Pinnacle Church Road
98 CT 1 Mount Pleasant Rest Home (2C) 8307 West U.S. Hwy. 421
126 CT 1 Oxford Nursing Home 689 Main Street
136 CT 1 Knollwood Center 5900 Brockton Avenue
139 RMF 1 West Lawrence Care Center 1410 Seagirt Boulevard
156 CT 1 Colonial Nursing Center 508 Pierce Street
161 MS 1 Prime Time Medford Apartments 2979 Barnett Road
166 CT 1 Home Sweet Home 205 Collins Avenue
275 CT 1 Silver Creek Manor 150 North Douglas Street
370 CT 1 Moore's Adult Care Facility* 1385 Gidner Road
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Related Mortgage
Loan Loan Property Loans Cut-Off Mortgage Note
No. Seller Group City State Type (by Loan No.) Date Balance Unit or SF Rate
--- ------ ----- ---- ----- ---- ------------- ------------ ---------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 Springhill LA Healthcare $8,117,518.62 $41,802 8.260%
15 RMF 1 Greeneville TN Healthcare $7,003,349.39 $41,802 8.260%
16 RMF 1 Port St. Joe FL Healthcare $5,650,429.62 $41,802 8.260%
17 RMF 1 Abbeville LA Healthcare $5,411,679.08 $41,802 8.260%
18 RMF 1 Carthage TX Healthcare $3,820,008.77 $41,802 8.260%
19 RMF 1 Jonesboro LA Healthcare $3,262,924.19 $41,802 8.260%
20 RMF 1 Albuquerque NM Healthcare $2,715,501.64 $41,802 8.260%
21 RMF 1 Byrdstown TN Healthcare $2,142,251.08 $41,802 8.260%
23 RMF 1 Nashua NH Healthcare $12,024,709.13 $96,606 7.890%
24 RMF 1 Nashua NH Healthcare $4,788,347.07 $96,606 7.890%
25 RMF 1 Manchester NH Healthcare $4,089,470.85 $96,606 7.890%
26 RMF 1 Bedford NH Healthcare $4,021,821.90 $96,606 7.890%
57 RMF 1 Great Neck NY Healthcare $10,944,882.32 $54,724 7.840%
59 RMF 1 Walterboro SC Healthcare $4,527,016.68 $21,547 8.010%
60 RMF 1 Ridgeway SC Healthcare $2,518,432.93 $21,547 8.010%
61 RMF 1 Forsyth GA Healthcare $1,238,522.73 $21,547 8.010%
62 RMF 1 Forsyth GA Healthcare $1,132,268.94 $21,547 8.010%
68 MS 1 Janesville WI Healthcare $1,563,901.96 $38,691 8.430%
69 MS 1 Mayville WI Healthcare $1,360,593.87 $38,691 8.430%
70 MS 1 Marshfield WI Healthcare $1,333,692.90 $38,691 8.430%
71 MS 1 Marshfield WI Healthcare $980,880.62 $38,691 8.430%
72 MS 1 Hartford WI Healthcare $914,882.48 $38,691 8.430%
73 MS 1 Wisconsin Rapids WI Healthcare $774,131.25 $38,691 8.430%
74 MS 1 Medford WI Healthcare $735,033.07 $38,691 8.430%
75 MS 1 Fond du Lac WI Healthcare $641,199.26 $38,691 8.430%
76 MS 1 Shawano WI Healthcare $633,380.02 $38,691 8.430%
96 CT 1 Wilkesboro NC Healthcare $2,839,073.04 $29,525 7.870%
97 CT 1 Nebo NC Healthcare $2,234,727.64 $29,525 7.870%
98 CT 1 Wilkesboro NC Healthcare $1,687,402.72 $29,525 7.870%
126 CT 1 Haverhill MA Healthcare $4,974,724.34 $41,456 8.000%
136 CT 1 Riverside CA Healthcare $4,546,971.02 $66,867 8.210%
139 RMF 1 Far Rockaway NY Healthcare $4,393,126.10 $20,433 7.945%
156 CT 1 Lindale TX Healthcare $3,839,019.52 $42,656 8.220%
161 MS 1 Medford OR Healthcare $3,585,106.64 $42,680 7.560%
166 CT 1 Colma CA Healthcare $3,476,883.00 $60,998 8.125%
275 CT 1 Ripon WI Healthcare $1,492,157.82 $35,528 8.310%
370 CT 1 Charlotte MI Healthcare $213,917.12 $17,826 11.050%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Term to Rem. Term
Maturity o Maturity Amort. Scheduled
Loan Loan Hyper- Maturity dat or ARD or ARD Term Balloon Balloon Security
No. Seller Group Date Amortizing or ARD (mos) (mos) (mos) Balance LTV
--- ------ ----- ---- ---------- ------ ----- ----- ----- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $6,346,920 61.1%
15 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $5,475,774 61.1%
16 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $4,417,954 61.1%
17 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $4,231,280 61.1%
18 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $2,986,786 61.1%
19 RMF 1 11/24/97 Yes 12/1/12 180 172 360 $2,551,215 61.1%
20 RMF 1 11/24/97 No 12/1/02 60 52 300 $2,537,070 61.1%
21 RMF 1 11/24/97 No 12/1/12 180 172 300 $1,396,067 61.1%
23 RMF 1 4/30/98 No 5/1/08 120 117 300 $9,743,255 63.3%
24 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,879,851 63.3%
25 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,313,573 63.3%
26 RMF 1 4/30/98 No 5/1/08 120 117 300 $3,258,759 63.3%
57 RMF 1 4/24/98 No 5/1/18 240 237 240 $0 0.0%
59 RMF 1 2/2/98 No 3/1/13 180 175 300 $2,910,064 51.2%
60 RMF 1 2/2/98 No 3/1/13 180 175 300 $1,618,903 51.2%
61 RMF 1 2/2/98 No 3/1/13 180 175 300 $796,149 51.2%
62 RMF 1 2/2/98 No 3/1/13 180 175 300 $727,847 51.2%
68 MS 1 6/18/98 No 7/1/08 120 119 240 $1,121,443 56.1%
69 MS 1 6/18/98 No 7/1/08 120 119 240 $975,655 56.1%
70 MS 1 6/18/98 No 7/1/08 120 119 240 $956,365 56.1%
71 MS 1 6/18/98 No 7/1/08 120 119 240 $703,371 56.1%
72 MS 1 6/18/98 No 7/1/08 120 119 240 $656,044 56.1%
73 MS 1 6/18/98 No 7/1/08 120 119 240 $555,115 56.1%
74 MS 1 6/18/98 No 7/1/08 120 119 240 $527,077 56.1%
75 MS 1 6/18/98 No 7/1/08 120 119 240 $459,792 56.1%
76 MS 1 6/18/98 No 7/1/08 120 119 240 $454,154 56.1%
96 CT 1 2/24/98 No 3/1/08 120 115 300 $2,304,177 63.1%
97 CT 1 1/8/98 No 2/1/08 120 114 300 $1,816,252 63.1%
98 CT 1 2/24/98 No 3/1/08 120 115 300 $1,369,488 63.1%
126 CT 1 2/12/98 No 3/1/08 120 115 300 $4,050,489 58.7%
136 CT 1 4/21/98 Yes 5/1/03 60 57 300 $4,223,006 74.1%
139 RMF 1 6/4/98 No 6/1/18 239 238 240 $0 0.0%
156 CT 1 4/13/98 Yes 5/1/08 120 117 300 $3,136,234 64.7%
161 MS 1 3/16/98 No 4/1/08 120 116 300 $2,930,120 61.0%
166 CT 1 3/26/98 No 4/1/18 240 236 240 $0 0.0%
275 CT 1 1/29/98 No 2/1/05 84 78 327 $1,364,300 62.0%
370 CT 1 1/22/98 No 2/1/08 120 114 284 $180,355 25.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Healthcare Administrative
Loan Loan Primary Advisory Cost
No. Seller Group Type Master Fee Fee Trustee Excess Strip Rate
--- ------ ----- ---- ------ --- --- ------- ------------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
14 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
15 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
16 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
17 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
18 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
19 RMF 1 Fee 2.500 3.000 2.000 0.300 21.500 29.300
20 RMF 1 Leasehold 2.500 3.000 2.000 0.300 21.500 29.300
21 RMF 1 Leasehold 2.500 3.000 2.000 0.300 21.500 29.300
23 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
24 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
25 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
26 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
57 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
59 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
60 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
61 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
62 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
68 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
69 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
70 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
71 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
72 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
73 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
74 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
75 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
76 MS 1 Fee 2.500 8.000 0.000 0.300 0.000 10.800
96 CT 1 Fee 2.500 8.000 2.000 0.300 0.000 12.800
97 CT 1 Fee 2.500 8.000 2.000 0.300 0.000 12.800
98 CT 1 Fee 2.500 10.000 2.000 0.300 0.000 14.800
126 CT 1 Fee 2.500 12.500 2.000 0.300 0.000 17.300
136 CT 1 Fee 2.500 6.000 2.000 0.300 0.000 10.800
139 RMF 1 Fee 2.500 3.000 2.000 0.300 21.000 28.800
156 CT 1 Fee 2.500 6.000 2.000 0.300 0.000 10.800
161 MS 1 Fee 2.500 2.500 0.000 0.300 0.000 5.300
166 CT 1 Fee 2.500 6.000 2.000 0.300 0.000 10.800
275 CT 1 Fee 2.500 10.000 2.000 0.300 0.000 14.800
370 CT 1 Fee 2.500 15.000 2.000 0.300 0.000 19.800
</TABLE>
<PAGE>
SCHEDULE V
----------
SCHEDULE OF PRIMARY SERVICERS
These Servicers formerly serviced for Morgan Stanley loans and will remain in
the transaction as Sub-Servicers of AMERSCO.
AMRESCO Services, L.P.
235 Peachtree Street N.E.
Suite 900
Atlanta, GA 30303
Banc One
171 Main Street
12th Floor
Dallas, TX 75201
Carey Kramer of South Florida, Inc.
3265 Meridian Parkway
Suite 100
Ft. Lauderdale, FL 33331
Cohen Financial
2 North LaSalle Street
Suite 800
Chicago, IL 60602
Conning Asset Management
General America Life, Inc. (GAL)
700 Market Street
St. Louis, MO 63101
Holiday Fenoglio Fowler, L.P.
225 Franklin Street
Suite 2720
Boston, MA 02110
Mellon Mortgage Company
1422 Euclid Avenue
Suite 900
Cleveland, OH 44115-2092
Midland Loan Services, Inc.
P.O. Box 419137
Kansas City, MO 64141-6127
National Mortgage
900 Southwest Fifth Avenue
Suite 1850
Portland, OR 97204
North Coast Mortgage
600 University Street
Suite 2910
Seattle, WA 98101
Wells Fargo Commercial Mortgage Servicing
1320 Willow Pass Road
Suite 205
P.O. Box 4036
Concord, CA 94524
Huntoon Hastings
9 Old Kings Highway South
Darien, CT 06820
HSA/Wexford Bancgroup
180 North Wacker Dr.
Chicago, IL 60606
Pathfinder Mortgage
23241 South Pointe Drive
Laguna Hills, CA 92653
First Security Commercial Servicing
150 S. Wacker Drive
11th Floor
Chicago, IL 60606
Crown NorthCorp
1251 Dublin Road
Columbus, OH 43215
Mortgage & Capital Investors, Inc.
P.O. Box 59345
Birmingham, AL 35259 or
3512 Old Montgomery Hwy.
Suite 104 Birmingham, AL 35209
Mohrlc*-Morris & Associates
12201 Merit Drive
Suite 790
Dallas, TX 75251
(*pronounced "morley")
