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: March 10, 1999
(Date of earliest event reported)
Imperial Credit Commercial Mortgage Acceptance Corp.
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(Exact name of registrant as specified in its charter)
California 333-61305-01 95-4649530
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
11601 Wilshire Boulevard, No. 2080 Los Angeles, CA 90025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 231-1280
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On March 10, 1999, ICCMAC Multifamily and Commercial Trust 1999-1
(the "Issuer") issued the Collateralized Mortgage Bonds, Series 1999-1 in twelve
classes (the "Bonds"). The Class A-1, Class A-2, Class S, Class A-3, Class B and
Class C Bonds, with an aggregate bond principal amount of $250,598,000, were
sold to J.P. Morgan Securities Inc. ("J.P. Morgan") as representative of the
several underwriters pursuant to an Underwriting Agreement, dated March 5, 1999,
between Imperial Credit Commercial Mortgage Acceptance Corp. (the "Registrant"),
Imperial Credit Commercial Mortgage Investment Corp. (the "Mortgage Loan
Seller") and J.P. Morgan as representative of the several underwriters. The
Bonds were issued pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture") between the Issuer and LaSalle National Bank (the "Indenture
Trustee"), a copy of which is filed as Exhibit 4.1. The Issuer was formed by the
Registrant pursuant to a Deposit Trust Agreement, dated as of February 1, 1999
(the "Deposit Trust Agreement") between the Registrant and Wilmington Trust
Company (the "Owner Trustee"), a copy of which is filed as Exhibit 4.2. The
Bonds are secured by the assets of the Issuer, consisting primarily of a pool of
adjustable rate and fixed rate multifamily and commercial mortgage loans (the
"Mortgage Loans"). Banc One Mortgage Capital Markets, LLC ("Banc One") is the
master servicer and special servicer of the Mortgage Loans, pursuant to a
Servicing Agreement, dated as of February 1, 1999 (the "Servicing Agreement"),
among the Issuer, the Indenture Trustee, Banc One and ABN AMRO Bank, N.V., as
fiscal agent, a copy of which is filed as Exhibit 4.3.
In addition, the Issuer and Imperial Credit Commercial Asset
Management Corp., as administrator of the Issuer, have entered into an
Administration Agreement, dated as of February 1, 1999 (the "Administration
Agreement"), a copy of which is filed as Exhibit 4.4.
Interest on the Bonds will be paid on each Payment Date (as defined
in the Indenture). Monthly payments in reduction of the bond principal amount of
the Bonds will be allocated to the Bonds in accordance with the priorities set
forth in the Indenture.
Attached as Exhibit 8 is the opinion of Cadwalader, Wickersham &
Taft, special tax counsel to the Registrant, regarding tax matters (the "Tax
Matters Opinion"), provided in connection with the issuance of the Bonds.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 4.1 Indenture
Exhibit 4.2 Deposit Trust Agreement
Exhibit 4.3 Servicing Agreement
Exhibit 4.4 Administration Agreement
Exhibit 8 Tax Matters Opinion
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMPERIAL CREDIT COMMERCIAL
MORTGAGE ACCEPTANCE CORP.
By: /s/ Norbert M. Seifert
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Name: Norbert M. Seifert
Title: Senior Vice President,
General Counsel and Secretary
Date: March 24, 1999
<PAGE>
Exhibit Index
Item 601(a) of Regulation Paper (P) or
S-K Exhibit No. Description Electronic(E)
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4.1 Indenture E
4.2 Deposit Trust Agreement E
4.3 Servicing Agreement E
4.4 Administration Agreement E
8 Tax Matters Opinion E
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ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1,
as Issuer,
and
LASALLE NATIONAL BANK,
as Indenture Trustee
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INDENTURE
Dated as of February 1, 1999
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COLLATERALIZED MORTGAGE BONDS,
SERIES 1999-1
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<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01 Definitions....................................................2
Section 1.02 Incorporation by Reference of Trust Indenture Act..............2
Section 1.03 Determination of LIBOR.........................................2
Section 1.04 Rules of Construction..........................................3
ARTICLE II
THE BONDS
Section 2.01 Form...........................................................4
Section 2.02 Initial Aggregate Bond Principal Amount; Classes; Terms........4
Section 2.03 Denominations..................................................5
Section 2.04 Execution, Authentication, Delivery and Dating.................5
Section 2.05 Registration of Transfer and Exchange of Bonds.................7
Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.....................8
Section 2.07 Payment of Principal, Interest and Other Amounts...............8
Section 2.08 Persons Deemed Owners.........................................10
Section 2.09 Cancellation..................................................10
Section 2.10 Authentication and Delivery of Bonds..........................11
Section 2.11 Reserved......................................................13
Section 2.12 Book-Entry Bonds..............................................13
Section 2.13 Restrictions on Transfer of Bonds.............................14
ARTICLE III
COVENANTS; WARRANTIES
Section 3.01 Payment of Principal and
Interest.............................16
Section 3.02 Maintenance of Office or Agency...............................16
Section 3.03 Money for Bond Payments to Be Held in Trust...................17
Section 3.04 Corporate Existence of Owner Trustee..........................18
Section 3.05 Trust Existence...............................................18
Section 3.06 Payment of Taxes and Other Claims.............................19
Section 3.07 Protection of Trust Estate....................................19
Section 3.08 Opinions as to Trust Estate...................................20
Section 3.09 Performance of Obligations....................................20
Section 3.10 Payment of Certain Fees.......................................20
Section 3.11 Negative Covenants............................................20
Section 3.12 Annual Statement as to Compliance.............................21
Section 3.13 Issuer May Consolidate, etc., Only on Certain Terms...........22
Section 3.14 Purchase of Bonds.............................................23
Section 3.15 Servicing Agreement...........................................23
Section 3.16 Covenants, Representations and Warranties of the Issuer.......26
Section 3.17 Investment Company Act........................................26
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.01 Satisfaction and Discharge of Indenture.......................27
Section 4.02 Application of Trust Money....................................27
Section 4.03 Repayment of Monies Held by Paying Agent......................28
ARTICLE V
ISSUER EVENTS OF DEFAULT; REMEDIES
Section 5.01 Issuer Events of Default......................................28
Section 5.02 Acceleration of Maturity; Rescission and Annulment............30
Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee............................................31
Section 5.04 Remedies......................................................33
Section 5.05 [Reserved]....................................................34
Section 5.06 Application of Money Collected................................35
Section 5.07 Limitation on Suits...........................................35
Section 5.08 Unconditional Right of Bondholders to Receive Principal
and Interest.................................................36
Section 5.09 Restoration of Rights and Remedies............................36
Section 5.10 Rights and Remedies Cumulative................................37
Section 5.11 Delay or Omission Not Waiver..................................37
Section 5.12 Control by Bondholders........................................37
Section 5.13 Waiver of Past Issuer Defaults................................38
Section 5.14 Undertaking for Costs.........................................38
Section 5.15 Waiver of Stay or Extension Laws..............................39
Section 5.16 Sale of Trust Estate..........................................39
Section 5.17 Action on Bonds...............................................39
ARTICLE VI
THE INDENTURE TRUSTEE AND THE FISCAL AGENT
Section 6.01 Certain Duties and Responsibilities...........................41
Section 6.02 Notice of Issuer Defaults.....................................43
Section 6.03 Certain Rights of Indenture Trustee...........................43
Section 6.04 The Indenture Trustee Not Responsible for Recitals or
Issuance of Bonds............................................45
Section 6.05 The Indenture Trustee and the Fiscal Agent May Hold Bonds.....45
Section 6.06 Money Held in Trust...........................................45
Section 6.07 Compensation and Reimbursement................................45
Section 6.08 Eligibility; Disqualification.................................47
Section 6.09 Resignation and Removal; Appointment of Successor.............48
Section 6.10 Acceptance of Appointment by Successor........................50
Section 6.11 Merger, Conversion, Consolidation or Succession to
Business.....................................................51
Section 6.12 Preferential Collection of Claims against the Issuer..........51
Section 6.13 Separate Trustees and Co-Trustees.............................51
Section 6.14 Appointment of Custodians.....................................53
Section 6.15 Inspection and Copying of Certain Documents...................53
Section 6.16 Representations and Warranties of the Indenture Trustee.......54
ARTICLE VII
BONDHOLDER LISTS AND REPORTS
Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses
of Bondholders...............................................55
Section 7.02 Preservation of Information; Communications to
Bondholders..................................................55
Section 7.03 Reports by Indenture Trustee..................................56
Section 7.04 SEC Reporting.................................................56
Section 7.05 Report by Issuer..............................................56
Section 7.06 Statements to Bondholders.....................................57
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.01 Payment Account...............................................59
Section 8.02 Other Accounts................................................60
Section 8.03 Release of Trust Estate.......................................60
Section 8.04 Opinion of Counsel............................................61
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Bondholders........62
Section 9.02 Supplemental Indentures With Consent of Bondholders...........63
Section 9.03 Reserved......................................................64
Section 9.04 Delivery of Supplements and Amendments........................64
Section 9.05 Execution of Supplemental Indentures..........................64
Section 9.06 Effect of Supplemental Indentures.............................65
Section 9.07 Conformity with Trust Indenture Act...........................65
Section 9.08 Reference in Bonds to Supplemental Indentures.................65
ARTICLE X
PAYMENTS
Section 10.01 Payment of Principal and Interest.............................65
ARTICLE XI
OPTIONAL REDEMPTION OF BONDS BY THE OWNERSHIP CERTIFICATEHOLDER
Section 11.01 Optional Redemption by the Ownership Certificateholder........73
Section 11.02 Form of Optional Redemption Notice............................73
Section 11.03 Bonds Payable on Redemption Date..............................74
ARTICLE XII
BONDHOLDERS' MEETING
Section 12.01 Purposes for Which Meetings May Be Called.....................74
Section 12.02 Manner of Calling Meetings....................................75
Section 12.03 Call of Meeting by the Indenture Trustee or Bondholders.......75
Section 12.04 Who May Attend and Vote at Meetings...........................75
Section 12.05 Regulations May Be Made by Indenture Trustee..................75
Section 12.06 Manner of Voting at Meetings and Records To Be Kept...........76
Section 12.07 Exercise of Rights of Indenture Trustee and Bondholders
Not to be Hindered or Delayed................................77
ARTICLE XIII
MORTGAGE COLLATERAL AND SERVICING
Section 13.01 Delivery of Mortgage Collateral...............................77
Section 13.02 Servicing and Administration of the Pledged Mortgage
Loans........................................................79
Section 13.03 Releases of Pledged Mortgage Loans and REO Properties.........79
Section 13.04 Certain Designations of the Master Servicer and the
Special Servicer.............................................79
ARTICLE XIV
MISCELLANEOUS
Section 14.01 Compliance Certificates and Opinions, etc.....................80
Section 14.02 Form of Documents Delivered to Indenture Trustee..............81
Section 14.03 Acts of Bondholders...........................................82
Section 14.04 Notice, etc., to Indenture Trustee and Issuer.................82
Section 14.05 Notices to Bondholders; Notification Requirements and
Waiver.......................................................83
Section 14.06 Alternate Payment and Notice Provisions.......................83
Section 14.07 Conflict with Trust Indenture Act.............................83
Section 14.08 Effect of Headings and Table of Contents......................84
Section 14.09 Successors and Assigns........................................84
Section 14.10 Separability Clause...........................................84
Section 14.11 Benefits of Indenture.........................................84
Section 14.12 Legal Holidays................................................84
Section 14.13 Governing Law.................................................84
Section 14.14 Execution Counterparts........................................85
Section 14.15 Recording of Indenture........................................85
Section 14.16 Trust Obligation..............................................85
Section 14.17 No Petition...................................................85
Section 14.18 Inspection....................................................86
Section 14.19 Usury.........................................................86
Section 14.20 Notice to Issuer, the Indenture Trustee and Certain Other
Persons......................................................86
Section 14.21 Tax Treatment.................................................88
Section 14.22 Streit Act....................................................88
Section 14.23 Notices to Rating Agencies....................................88
<PAGE>
EXHIBITS
Annex 1 Defined Terms
Schedule I Mortgage Loan Schedule
Exhibit A-1 Form of Class A-1 Bond
Exhibit A-2 Form of Class A-2 Bond
Exhibit A-3 Form of Class S Bond
Exhibit A-4 Form of Class A-3 Bond
Exhibit A-5 Form of Class B Bond
Exhibit A-6 Form of Class C Bond
Exhibit A-7 Form of Class D Bond
Exhibit A-8 Form of Class X Bond
Exhibit A-9 Form of Class E Bond
Exhibit A-10 Form of Class F Bond
Exhibit A-11 Form of Class G Bond
Exhibit A-12 Form of Class H Bond
Exhibit B Form of Indenture Trustee's Report
Exhibit C [Reserved]
Exhibit D-1 Form of Transferee Letter (for exempted Transferees)
Exhibit D-2 Form of Transferee Letter (for Rule 144A Transferees)
Exhibit E [Reserved]
Exhibit F [Reserved]
Exhibit G [Reserved]
Exhibit H Class S Scheduled Payments
Exhibit I Class X Scheduled Payments
<PAGE>
INDENTURE
RECITALS
INDENTURE dated as of February 1, 1999 ("Indenture") between ICCMAC
MULTIFAMILY AND COMMERCIAL TRUST 1999-1, as Issuer, and LASALLE NATIONAL BANK,
as Indenture Trustee.
PRELIMINARY STATEMENT
The Issuer is a trust organized by the Depositor pursuant to the
Deposit Trust Agreement. The Issuer has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its Collateralized
Mortgage Bonds, Series 1999-1, Class A-1, Class A-2, Class S, Class A-3, Class
B, Class C, Class D, Class X, Class E, Class F, Class G and Class H. The Bonds
are issuable as provided in this Indenture.
All covenants and agreements made by the Issuer in this Indenture
are for the benefit and security of the Holders of the Bonds. The Issuer is
entering into this Indenture, and the Indenture Trustee is accepting the trust
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged. All things necessary to cause the Bonds, when
the Bonds are executed by the Issuer and authenticated and delivered by the
Indenture Trustee as provided herein, to constitute the valid and legally
binding obligations of the Issuer enforceable in accordance with their terms,
and to cause this Indenture to constitute a valid and legally binding agreement
of the Issuer enforceable in accordance with its terms, have been satisfied.
GRANTING CLAUSES
The Issuer hereby Grants to the Indenture Trustee, for the exclusive
benefit of the Holders of the Bonds to secure the obligations of the Issuer
hereunder and under the terms of the Bonds, a senior lien and first priority
security interest in all of the Issuer's right, title and interest in and to any
and all benefits accruing to the Issuer from the Trust Estate.
The Indenture Trustee acknowledges such Grant, accepts the Trust
hereunder in accordance with the provisions of this Indenture and agrees to
perform the duties herein required.
AND IT IS HEREBY COVENANTED AND DECLARED that the Bonds are to be
authenticated and delivered by the Indenture Trustee, that the Trust Estate is
to be held by or on behalf of the Indenture Trustee and that monies in the Trust
Estate are to be applied by the Indenture Trustee for the benefit of the
Bondholders, subject to the further covenants, conditions and trusts hereinafter
set forth, and the Issuer does hereby represent and warrant, and covenant and
agree, to and with the Indenture Trustee, for the equal and proportionate
benefit and security of each Bondholder, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01 Definitions.
Whenever used in this Indenture, including in the Recitals, the
Preliminary Statement and the Granting Clauses, all capitalized terms not
defined herein shall have the meanings specified in Annex 1 hereto, unless the
context requires otherwise.
Section 1.02 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:
"indenture securities" means the Bonds;
"indenture security holder" means a Bondholder;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the Indenture
Trustee; and
"obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.
All other TIA terms used, but not expressly defined, in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by Commission rule have the respective meanings assigned to
them by such definitions.
Section 1.03 Determination of LIBOR.
One-Month LIBOR applicable to the calculation of the Bond Interest
Rates on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and
Class E Bonds for any Interest Accrual Period will be determined by the
Indenture Trustee on each LIBOR Rate Adjustment Date as follows:
For any Interest Accrual Period, the rate for United States dollar
deposits for one month which appears on the Dow Jones Telerate Screen Page 3750
as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior
to the first day of such Interest Accrual Period (a "LIBOR Rate Adjustment
Date"). "Telerate Screen Page 3750" means the display designated as page 3750 on
the Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks). If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such
other service for displaying LIBOR or comparable rates as may be reasonably
selected by the Indenture Trustee after consultation with the Master Servicer),
the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be
determined on the basis of the rates at which deposits in U.S. dollars are
offered by the reference banks (which shall be three major banks that are
engaged in transactions in the London interbank market, selected by the
Indenture Trustee after consultation with the Master Servicer) as of 11:00 A.M.,
London time, on the day that is two LIBOR Business Days prior to the immediately
preceding Payment Date to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Bond
Principal Amounts of the Offered Bonds (other than the Class S Bonds) then
Outstanding. The Indenture Trustee will request the principal London office of
each of the reference banks to provide a quotation of its rate. If at least two
such quotations are provided, the rate will be the arithmetic mean of the
quotations. If, on such date, fewer than two quotations are provided, as
requested, the rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Indenture Trustee after
consultation with the Master Servicer, as of 11:00 A.M., New York City time, on
such date for loans in U.S. dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Bond Principal Amounts
of the Offered Bonds (other than the Class S Bonds) then Outstanding. If no such
quotations can be obtained and no Reference Bank Rate is available, One-Month
LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual
Period. One-Month LIBOR for the first Interest Accrual Period shall equal
4.965%.
The establishment of One-Month LIBOR by the Indenture Trustee on any
LIBOR Rate Adjustment Date and the Indenture Trustee's subsequent calculation of
the Bond Interest Rates applicable to the Bonds for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date, the Indenture
Trustee shall supply the Master Servicer with the results of its determination
of One-Month LIBOR on such date.
Section 1.04 Rules of Construction.
(a) The definition of any term in this Indenture shall be equally
applicable to the singular and plural forms of such term and to the masculine,
feminine and neuter genders of such term. The words "herein", "hereof",
"hereunder" and other words of similar import refer to this Indenture as a
whole, and not to any particular Article, Section or other subdivision.
(b) References herein to "Articles", "Sections", "Subsections",
"Paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Indenture (if the reference is contained in this Indenture).
(c) A reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions.
(d) The word "or", as used herein, is not exclusive.
(e) Accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP.
(f) The words "include" and "including" shall mean without
limitation by reason of enumeration and shall be construed to be followed by the
words "without limitation".
(g) The pronouns used herein are used in the masculine and neuter
genders but shall be construed as feminine, masculine or neuter, as the context
requires.
ARTICLE II
THE BONDS
Section 2.01 Form.
The Bonds shall be designated as the "ICCMAC Multifamily and
Commercial Trust 1999-1, Collateralized Mortgage Bonds, Series 1999-1". Each
Class of Bonds shall be in substantially the form set forth in Exhibits A-1
through A-12 hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, 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 the Bonds may be listed, or as may be required by
any applicable regulation (whether proposed, temporary or final) promulgated
pursuant to the Code, including any legend required in respect of original issue
discount on any Bond or Class, as applicable, or as may, consistently herewith,
be determined to otherwise be necessary, appropriate or convenient by the
Issuer, as evidenced by its execution of the Bonds. Any portion of the text of
any Bond may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The Definitive Bonds shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders) or may be produced in any other manner permitted by the rules
of any securities exchange on which the Bonds may be listed, all as determined
by the Issuer, as evidenced by its execution of such Bonds.
The terms of the Bonds are set forth in Exhibits A-1 through A-12
hereto. The terms of each Class of Bonds are part of the terms of this
Indenture.
Section 2.02 Initial Aggregate Bond Principal Amount; Classes;
Terms.
(a) Each Class of Bonds (other than the Class S, Class X and Class H
Bonds) shall bear interest, such interest to commence accruing on the Closing
Date (with respect to the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D and Class E Bonds), or February 1, 1999 (with respect to the Class F and
Class G Bonds). In the case of each such Class of Bonds, such interest shall
accrue during each Interest Accrual Period, in accordance with Section 2.07(b)
hereof, at the applicable Bond Interest Rate on the aggregate unpaid Bond
Principal Amount of such Class of Bonds Outstanding immediately prior to the
related Payment Date. The interest accrued in respect of each Class of Bonds
(other than the Class S, Class X and Class H Bonds) during any Interest Accrual
Period will be due and payable thereon on the related Payment Date and, to the
extent not paid in full on such Payment Date, on each succeeding Payment Date
until paid in full, plus any accrued and unpaid interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate.
(b) The respective Classes of Bonds will be issued on the Closing
Date in the aggregate Bond Principal Amounts set forth in Section 2.04 hereof.
The aggregate Bond Principal Amount of any Class of Bonds and the Bond Principal
Amount of any particular Bond of such Class will be reduced only by actual
payments of principal (or, in the case of the Class S Bonds, payments in respect
of Class S Distributable Amounts, Class S Shortfalls and the Class S Early
Termination Amount, or in the case of the Class X Bonds, Class X Scheduled
Payments, Class X Distributable Amounts and the Class X Early Termination
Amount) made thereon on any Payment Date.
(c) Each Bond of a particular Class shall rank pari passu with each
other Bond of such Class and be equally and ratably secured by the Trust Estate
with each other Bond of such Class.
(d) This Indenture shall evidence a continuing lien on and security
interest in the Trust Estate to secure the full payment of the principal of,
interest on and other amounts due and payable on all the Bonds from time to
time, which payments, in the case of any Class of Bonds, shall in all respects
be equally and ratably secured hereby without preference, priority or
distinction on account of the actual time or times of the authentication and
delivery of the Bonds of such Class.
(e) The Bonds shall be authenticated and delivered to or at the
direction of the Issuer by the Indenture Trustee only upon satisfaction of the
conditions set forth in Section 2.10(a) hereof.
Section 2.03 Denominations.
The Bonds shall be issuable only in denominations of $100,000, and
in whole dollar denominations in excess thereof.
Notwithstanding the preceding paragraph, if Definitive Bonds are
issued with respect to any Class of Book-Entry Bonds, such Definitive Bonds
shall be issuable only in denominations of $100,000 and any whole dollar
denomination in excess thereof.
Section 2.04 Execution, Authentication, Delivery and Dating.
(a) Subject to the satisfaction of the conditions set forth in
Section 2.02 and 2.10 hereof, the Indenture Trustee shall upon Issuer Order
authenticate and deliver twelve Classes of Bonds. The Bonds will be issued with
the following initial Bond Principal Amounts: Class A-1, $100,000,000; Class
A-2, $94,831,000; Class S, $12,150,000; Class A-3, $17,447,000; Class B,
$11,631,000; Class C, $14,539,000; Class D, $13,085,000; Class X, $2,700,000;
Class E, $4,361,000; Class F, $8,723,000; Class G, $5,815,000; and Class H,
$7,269,000. The aggregate unpaid principal amounts of such Classes of Bonds
Outstanding at any time may not exceed such respective amounts. The initial Bond
Principal Amount of the Class S Bonds is equal to the aggregate of the Class S
Scheduled Payments. The initial Bond Principal Amount of the Class X Bonds is
equal to the aggregate of the Class X Scheduled Payments. The Bonds that are
authenticated and delivered by the Indenture Trustee to or upon the order of the
Issuer on the Closing Date shall be dated March 10, 1999. All other Bonds that
are authenticated after the Closing Date for any other purpose under the
Indenture shall be dated the date of their authentication.
(b) The Bonds shall be executed by manual or facsimile signature on
behalf of the Issuer by any Authorized Officer of the Owner Trustee. Bonds
bearing the manual or facsimile signatures of individuals who were at such time
the Authorized Officers of the Owner Trustee shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Bonds or did not hold
such offices at the date of such Bonds. No Bond shall be entitled to any benefit
under this Indenture, or be valid for any purpose, however, unless there appears
on such Bond a certificate of authentication substantially in the form provided
for herein executed by the Indenture Trustee by manual signature, and such
certificate of authentication upon any Bond shall be conclusive evidence, and
the only evidence, that such Bond has been duly authenticated and delivered
hereunder.
(c) The Indenture Trustee may, at its option, appoint one or more
agents (each, an "Authenticating Agent") with power to act on its behalf and
subject to its direction in the authentication of Bonds in connection with
transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents
and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate the Bonds. For all purposes of this
Indenture, the authentication of Bonds by an Authenticating Agent shall be
deemed to be the authentication of Bonds "by the Indenture Trustee".
Any corporation, bank, trust company or association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation, bank, trust company or association
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating Agent hereunder, without the execution or
filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation, bank, trust company or
association.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Issuer. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may, or at the direction of the Issuer shall, promptly
appoint a successor Authenticating Agent, give written notice of such
appointment to the Issuer and give notice of such appointment to the
Bondholders.
The Indenture Trustee shall be responsible for any compensation and
expenses of an Authenticating Agent appointed hereby and shall not be relieved
of responsibility for the timely performance of any of its duties and
obligations under this Indenture by reason of the appointment of an
Authenticating Agent.
Section 2.05 Registration of Transfer and Exchange of Bonds.
(a) The Indenture Trustee, on behalf of the Issuer, shall cause to
be kept a register (the "Bond Register") in which, subject to such reasonable
regulations as it may prescribe, the Indenture Trustee, on behalf of the Issuer,
shall provide for the registration of Bonds and of transfers and exchanges of
Bonds as herein provided. The Indenture Trustee shall serve as "Bond Registrar"
for the purpose of registering Bonds and transfers and exchanges of Bonds as
herein provided. Upon any resignation or removal of the Indenture Trustee as
provided herein, the successor trustee shall immediately succeed to its
predecessor's duties as Bond Registrar.
(b) Subject to any applicable restrictions on transfer provided for
in Section 2.13 herein, upon surrender for registration of transfer of any Bond
at the office designated by the Issuer pursuant to Section 3.02, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of the
same Class in authorized denominations representing a like aggregate Bond
Principal Amount.
(c) At the option of any Holder, its Bonds may be exchanged for
other Bonds of the same Class in different authorized denominations representing
a like aggregate Bond Principal Amount, upon surrender of the Bonds to be
exchanged at the office designated by the Issuer pursuant to Section 3.02.
Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver the Bonds which the
Bondholder making the exchange is entitled to receive.
(d) All Bonds issued upon any registration of transfer or exchange
of Bonds shall be the valid obligations of the Issuer, evidencing the same debt
and entitled to the same benefits under this Indenture, as the Bonds surrendered
upon such registration of transfer or exchange.
(e) Every Bond presented or surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer duly executed, by the Holder thereof or its attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the city
in which the Corporate Trust Office is located, or by a member firm of a
national securities exchange.
(f) No service charge shall be imposed for any registration of
transfer or exchange of Bonds pursuant to this Section 2.05, but the Indenture
Trustee or any other Bond Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such transfer or exchange of Bonds.
Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.
If (i) any mutilated Bond is surrendered to the Issuer or the
Indenture Trustee, or the Issuer and the Indenture Trustee receive evidence to
their satisfaction of the destruction (including mutilation tantamount to
destruction), loss or theft of any Bond and the ownership thereof, and (ii)
there is delivered to the Issuer and the Indenture Trustee such security or
indemnity as may be reasonably required by them to hold each of them and any
agent of any of them harmless, then, in the absence of notice to the Issuer or
the Indenture Trustee that such Bond has been acquired by a bona fide purchaser,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver, in lieu of any such mutilated, destroyed, lost or stolen Bond, a new
Bond of like Class, tenor and denomination registered in the same manner, dated
the date of its authentication and bearing a number not contemporaneously
Outstanding. If, after the delivery of such new Bond, a bona fide purchaser of
the Predecessor Bond presents for payment or transfer such Predecessor Bond, the
Issuer and the Indenture Trustee shall be entitled to recover such new Bond from
the Person to whom it was delivered or any Person taking therefrom, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expenses
incurred by the Issuer or the Indenture Trustee in connection therewith. If any
such mutilated, destroyed, lost or stolen Bond shall have become, or within
seven days shall be, due and payable, or shall have been selected or called for
redemption, instead of issuing a new Bond, the Issuer may pay such Bond when so
due or payable or upon the Redemption Date without surrender thereof, except
that any mutilated Bond shall be surrendered.
Upon the issuance of any new Bond under this Section 2.06, the
Issuer, the Indenture Trustee or any other Bond Registrar may require payment of
an amount sufficient to pay or discharge any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses
(including the reasonable fees and expenses of the Authenticating Agent and the
Bond Registrar) in connection therewith.
Every new Bond issued pursuant to this Section 2.06 in lieu of any
mutilated, destroyed, lost or stolen Bond shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Bond shall be at any time enforceable by any Person,
and such new Bond shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Bonds of the same Class duly
issued hereunder.
The provisions of this Section 2.06 are exclusive and shall preclude
(to the extent permitted by applicable Law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Bonds.
Section 2.07 Payment of Principal, Interest and Other Amounts.
(a) Except as otherwise provided in Section 2.07(e) below, any
installment of principal of, interest on or any other amount payable on any
Bonds on any Payment Date or Redemption Date (whether such installment of
principal of, interest on or such other amount is being punctually paid or duly
provided for by the Issuer on such date or is overdue as of such date) shall be
paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Record Date for such Payment Date or
Redemption Date. In the case of Bonds other than Book-Entry Bonds, such payment
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in the request. Any permitted request for receipt of wire transfers
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. In the case of Book-Entry Bonds, such payment shall be made
by wire transfer to the Depository in immediately available funds.
(b) All computations of interest due with respect to any Bond (other
than the Class H Bonds) shall be made as provided in this Section 2.07(b) and on
the basis of (i) in the case of the Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D and Class E Bonds, the actual number of days elapsed in the
applicable Interest Accrual Period and a 360-day year, and (ii) in the case of
the Class S (with respect to Class S Shortfalls), Class X (with respect to Class
X Shortfalls), Class F and Class G Bonds, twelve 30-day months and a 360-day
year. Each Class that bears interest shall accrue such interest at the
applicable Bond Interest Rate on the applicable aggregate unpaid Bond Principal
Amount and, in the case of the Class S and Class X Bonds, such Class shall
accrue interest on the unpaid Class S Shortfalls or Class X Shortfalls, as
applicable. Interest due and payable on a Payment Date will be equal to the
amount of unpaid interest that will have accrued hereunder during the Interest
Accrual Period related to such Payment Date.
(c) The principal of each Bond shall be payable in installments
commencing on March 25, 1999 and ending no later than the Stated Maturity Date
thereof, if any, unless such Bond becomes due and payable at an earlier date by
declaration of acceleration, call for redemption or otherwise. On each Payment
Date, payments of principal of such Bonds shall be allocated among the
respective Classes of such Bonds in accordance with the provisions of either
Section 10.01(b) or Section 10.01(c) of this Indenture, as applicable, and shall
be allocated among such Bonds of each such Class entitled to some or all of such
payments of principal on a pro rata basis. All reductions in the principal
amount of such Bond (or one or more Predecessor Bonds) effected by payments of
installments of principal made on any Payment Date or Redemption Date shall be
binding upon all future Holders of such Bond and of any such Bond issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such principal payment is noted on such Bond. With respect to the
Class S Bonds and Class X Bonds, any payments representing Distributable
Amounts, Shortfall Amounts (excluding interest thereon) or Early Termination
Amounts applicable to such Classes shall be deemed to be a reduction in the
principal amount of such Bond.
(d) The Redemption Price, or the final installment of principal of
any Bond, shall be paid only upon presentation and surrender of such Bond on or
after the related Redemption Date or Payment Date, as the case may be, at the
Corporate Trust Office pursuant to Section 3.02.
Whenever, on the basis of payments, collections and/or distributions
on the Mortgage Collateral securing the Bonds received during any applicable
period, the entire remaining unpaid Bond Principal Amount of any Class will
become due and payable on the next Payment Date or Redemption Date, as
applicable, the Paying Agent shall notify the Persons in whose name the Bonds of
such Class are registered as of the close of business on the Record Date prior
to such Payment Date or Redemption Date that such final installment is expected
to be paid on such Payment Date or Redemption Date, as the case may be, and that
any and all interest in respect of the Bonds will cease to accrue as of the end
of the corresponding Interest Accrual Period for such Payment Date or Redemption
Date, as the case may be. Such notice shall be mailed no later than the third
day prior to such Payment Date or Redemption Date and shall contain the
information set forth in, and be mailed in accordance with, Section 11.02.
(e) Notwithstanding any of the foregoing provisions with respect to
payments of principal of and interest on the Bonds, if the Bonds have become or
been declared due and payable following an Issuer Event of Default pursuant to
Section 5.02 and such acceleration of maturity and its consequences have not
been rescinded and annulled, then payments of principal of and interest on such
Bonds shall be made in accordance with Section 5.06.
(f) The Bonds are nonrecourse obligations solely of the Issuer and
will not be insured or guaranteed by any governmental instrumentality, the
Depositor or any Affiliate thereof or any other person or entity, and will be
payable only from the Collateral Granted hereunder. Each Bondholder and the
holders of any Bonds now or in the future issued by the Issuer will be deemed to
have agreed that they have no rights or claims against the Issuer directly and
may only look to the Trust Estate related to the issuance of such Bonds to
satisfy the Issuer's obligations hereunder.
(g) As a condition to the payment of principal of and interest on
any Bond that may be beneficially owned by a Non-U.S. Person, without the
imposition of United States withholding tax, the Indenture Trustee shall require
certification or satisfaction of such other procedures as are acceptable to it
and the Bond Registrar to enable the Indenture Trustee, the Bond Registrar and
any Paying Agent to determine their duties and liabilities with respect to any
taxes or other charges that they may be required to deduct or withhold from
payments in respect of such Bond under any present or future Law or regulation
of the United States or any present or future Law or regulation of any political
subdivision thereof or taxing authority therein or to comply with any reporting
or other requirements under any such Law or regulation.
Section 2.08 Persons Deemed Owners.
Prior to due presentation for registration of transfer of any Bond,
the Issuer, the Indenture Trustee and any Agent thereof shall treat the Person
in whose name any Bond is registered (a) on any Record Date, for the purpose of
receiving payments of principal of and interest on such Bond (subject to Section
2.07) and (b) on any other date for any other purpose, as the owner (whether or
not such Bond be overdue as to any payment thereon), and none of the Issuer, the
Indenture Trustee or any Agent thereof shall be affected by notice to the
contrary.
Section 2.09 Cancellation.
All Bonds surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any person other than the Bond
Registrar, be delivered to and promptly canceled by the Bond Registrar. The
Issuer may at any time deliver to the Bond Registrar for cancellation any Bonds
previously authenticated and delivered hereunder that the Issuer may have
acquired in any manner whatsoever, and all Bonds so delivered shall be promptly
canceled by the Bond Registrar. No Bonds shall be authenticated in lieu of or in
exchange for any Bonds canceled as provided in this Section 2.09, except as
expressly permitted by this Indenture. All canceled Bonds shall be held by the
Bond Registrar in accordance with its standard retention policy unless the
Issuer shall direct by an Issuer Order that they be returned to it.
Section 2.10 Authentication and Delivery of Bonds.
(a) Bonds shall be executed by the Issuer and delivered to the
Indenture Trustee for authentication, and thereupon the same shall be
authenticated and delivered to or at the direction of the Issuer by the
Indenture Trustee on the Closing Date, but only upon satisfaction of the
following conditions:
(i) Issuer Order. The Issuer shall have delivered to the Indenture
Trustee an Issuer Order authorizing the execution, authentication and
delivery of the Bonds, the Indenture and any agreements to be executed by
the Indenture Trustee with respect to such Bonds and specifying the Classes
and their respective Stated Maturities, if any, initial aggregate Bond
Principal Amounts, initial Bond Interest Rates, if any, and ratings, if
any, assigned by the designated Rating Agency or Rating Agencies.
(ii) Other Agreements. The Indenture, the Deposit Trust Agreement
and the Servicing Agreement shall have been executed by all parties
thereto.
(iii) Rating Agency Confirmation. The Issuer shall have delivered to
the Indenture Trustee written confirmation (which need not be addressed to
the Indenture Trustee) from each designated Rating Agency that it has
assigned to the Class or Classes rated by it the ratings specified in the
Issuer Order referred to in clause (i) above. (iv) Opinions. Opinions of
Counsel addressed to the Indenture Trustee shall have been delivered to the
effect that:
(A) the Owner Trustee has power and authority to execute,
deliver and perform the Deposit Trust Agreement and to consummate
the transactions contemplated thereby;
(B) the Issuer has been duly formed, is validly existing as a
business trust under the Business Trust Statute and has power and
authority to execute and deliver this Indenture, the Administration
Agreement, and the Servicing Agreement;
(C) assuming due authorization, execution and delivery hereof
by the Indenture Trustee, the Indenture is the valid, legal and
binding agreement of the Issuer, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, receivership or other laws
relating to the creditors' rights generally and to general
principles of equity including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a Proceeding in equity or at law) and
except that the enforcement of rights with respect to
indemnification and contribution obligations may be limited by
applicable law;
(D) upon due authorization, execution and delivery of this
Indenture by each party hereto, and due execution, authentication,
and delivery of the Bonds, such Bonds will be legal, valid and
binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to creditors' rights generally,
and to general principles of equity including principles of
commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in
equity), and will be validly issued and outstanding and entitled to
the benefits of the Indenture;
(E) under the Business Trust Statute and the Deposit Trust
Agreement the Issuer is authorized to Grant the Collateral to the
Indenture Trustee as security for the Bonds;
(F) the conditions precedent to the authentication and
delivery of the Bonds as set forth in this Indenture have been
complied with;
(G) on the Closing Date, the Issuer shall cause to be
furnished to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, this Indenture has
been properly recorded and filed so as to make effective the lien
intended to be created thereby, and reciting the details of such
action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien effective; and
(H) any other matters as the Indenture Trustee may reasonably
request;
(v) Officer's Certificate. An Officer's Certificate shall be
delivered to the Indenture Trustee stating that:
(A) the Issuer is not in default under this Indenture and the
issuance of the Bonds applied for will not result in any breach of
any of the terms, conditions or provisions of, or constitute a
default under, the Deposit Trust Agreement, any indenture, mortgage,
deed of trust or other agreement or instrument to which the Issuer
is a party or by which it is bound, or any order of any court or
administrative agency entered in any Proceeding to which the Issuer
is a party or by which it may be bound or to which it may be
subject, and that all conditions precedent provided in this
Indenture relating to the authentication and delivery of the Bonds
applied for have been complied with;
(B) the Issuer is the owner of the Collateral, has not
assigned any interest or participation in the Collateral (or, if any
such interest or participation has been assigned, it has been
released) and has the right to Grant the Collateral to the Indenture
Trustee;
(C) the Issuer has Granted to the Indenture Trustee all of its
right, title and interest in and to the Collateral, and has
delivered or caused the same to be delivered to the Indenture
Trustee; and
(D) all conditions precedent provided for in this Indenture
relating to the authentication of the Bonds have been complied with;
and
(vi) Fair Value Certificate. A fair value certificate pursuant to
Section 314(d) of the Trust Indenture Act shall be delivered to the
Indenture Trustee.
Section 2.11 Reserved.
Section 2.12 Book-Entry Bonds.
(a) The Offered Bonds, other than the Class D and Class E Bonds,
will initially be issued as Book-Entry Bonds. The Class D and Class E Bonds will
initially be issued as Definitive Bonds but may, thereafter, be issued as
Book-Entry Bonds. The Bonds of each Class of Book-Entry Bonds shall be
registered in the name of the Depository or its nominee and, except as provided
in Section 2.12(c), transfer of such Bonds may not be registered by the Bond
Registrar unless such transfer is to a successor Depository that agrees to hold
such Bonds for the respective Bond Owners with Ownership Interests therein. The
Issuer hereby designates The Depository Trust Company, at 55 Water Street, New
York, New York 10004, as the initial Depository for the Book-Entry Bonds. The
Bonds representing each Class of the Book-Entry Bonds shall be registered in the
name of the nominee of the Depository. Owners of Book-Entry Bonds shall hold and
transfer their respective Ownership Interests in and to such Bonds through the
book-entry facilities of the Depository and, except as provided in Section
2.12(c), shall not be entitled to physical, fully registered Bonds (each, a
"Definitive Bond") in respect of such Ownership Interests. All transfers by Bond
Owners of their respective Ownership Interests in the Book-Entry Bonds shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing each such Bond Owner. Each Depository Participant
shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
(b) The Issuer, the Indenture Trustee and any agent of either may
for all purposes, including the making of payments due on the Book-Entry Bonds,
deal with the Depository as the authorized representative of the Bond Owners
with respect to such Bonds for the purposes of exercising the rights of
Bondholders hereunder. The rights of Bond Owners with respect to the Book-Entry
Bonds shall be limited to those established by Law and agreements between such
Bond Owners and the Depository Participants and brokerage firms representing
such Bond Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Bonds with respect to any particular
matter shall not be deemed inconsistent if they are made with respect to
different Bond Owners. The Indenture Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by Bondholders
and shall give notice to the Depository of such record date.
(c) If (i) the Issuer advises the Indenture Trustee and the Bond
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to any Class of Book-Entry
Bonds, and the Issuer is unable to locate a qualified successor, or (ii) the
Issuer at its option advises the Indenture Trustee and the Bond Registrar in
writing that it elects to terminate the book-entry system through the Depository
with respect to any Class of Book-Entry Bonds (or any portion of any Class
thereof), the Indenture Trustee shall notify all affected Bond Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Bonds to such Bond Owners requesting the same. Upon surrender to the
Bond Registrar of any Class of Book-Entry Bonds (or any portion of any Class
thereof) by the Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Issuer shall execute, and the
Indenture Trustee shall authenticate and deliver, the Definitive Bonds in the
respective Bond Principal Amounts owned by the individual Bond Owners of such
Class (or portion thereof) to the Bond Owners identified in such instructions.
None of the Issuer, the Indenture Trustee or any Agent thereof 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 Bonds for purposes of evidencing ownership of any Book-Entry Bonds,
the registered holders of such Definitive Bonds shall be recognized as
Bondholders hereunder and, accordingly, shall be entitled directly to all
benefits associated with such Definitive Bond and to transfer and exchange such
Definitive Bonds.
Section 2.13 Restrictions on Transfer of Bonds.
(a) No transfer, sale, pledge or other disposition of any Private
Bond or interest therein, shall be made unless (i) that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities Laws, or
is otherwise made in accordance with the Securities Act and such state
securities Laws and (ii) for so long as any Offered Bond is Outstanding, either
(A) such Private Bond is transferred, sold, pledged or otherwise disposed of
together with all other Outstanding Private Bonds and the Ownership Certificate
to a REIT or a QRS that has provided to the Bond Registrar a certificate to the
effect that it is a REIT or a QRS, as applicable, or (B) the transfer, sale,
pledge or other disposition of such Private Bond would not cause the Issuer to
be treated as a separate association taxable as a corporation, as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee. If a transfer of any
Private Bond is to be made without registration under the Securities Act (other
than in connection with the initial issuance thereof or a transfer thereof by
the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to
register such transfer unless it receives (and upon receipt, it may conclusively
rely upon) either: (i) a certificate from such Bondholder's prospective
Transferee substantially in the form of either Exhibit D-1 or Exhibit D-2
hereto; as applicable, or (ii) an Opinion of Counsel satisfactory to the Issuer
and the Bond Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Estate or of the Issuer, the Administrator, the Owner
Trustee, the Indenture Trustee or the Bond Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Bondholder desiring to effect such transfer
and/or such Bondholder's prospective Transferee on which such Opinion of Counsel
is based. None of the Issuer, the Depositor, the Indenture Trustee, the
Administrator, the Owner Trustee or the Bond Registrar is obligated to register
or qualify any Class of Private Bonds under the Securities Act or any other
securities Law or to take any action not otherwise required under this Indenture
to permit the transfer of any Private Bond or interest therein without
registration or qualification. Any Holder of a Private Bond desiring to effect a
transfer of such Private Bond or interest therein shall, and does hereby agree
to, indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state Laws.
Notwithstanding anything in this Section 2.13 to the contrary, each
Private Bond may be transferred in a Financing Transaction (as defined in the
Holding Trust Agreement) pursuant to the provisions of Section 2.6 of the
Holding Trust Agreement without having to satisfy the conditions for transfer
set forth in this Section 2.13; provided, however, that the transfer of such
Private Bond shall not be registered by the Bond Registrar in the Bond Register
unless and until all the conditions required for transfer set forth in this
Section 2.13 have been satisfied.
As of the Closing Date, the Class A-1, Class A-2, Class S, Class
A-3, Class B, Class C, Class D and Class E Bonds will constitute Registered
Bonds, and the Class X, Class F, Class G and Class H Bonds will constitute
Private Bonds.
(b) No transfer, sale, pledge or other disposition of any Bond or
interest therein shall be made unless:
(i) With respect to an Offered Bond, or a beneficial interest
therein, each transferee of any such Bond that is a Plan, or is a person
acting on behalf of or investing the assets of a Plan, shall be deemed to
represent that the relevant conditions for exemptive relief under at least
one of the following prohibited transaction class exemptions have been
satisfied: ERISA Prohibited Transaction Class Exemption ("PTCE") 96-23
(relating to transactions effected by an "in-house asset manager"), PTCE
95-60 (relating to transactions involving insurance company general
accounts), PTCE 91-38 (relating to transactions involving bank collective
investment funds), PTCE 90-1 (relating to transactions involving insurance
company pooled separate accounts) and PTCE 84-14 (relating to transactions
effected by a "qualified professional asset manager").
(ii) With respect to a Private Bond, or a beneficial interest
therein, the transferee shall represent by a certification addressed to the
Bond Registrar and the Issuer substantially to the effect that it is
neither a Plan nor any Person who is directly or indirectly purchasing such
Bond or interest therein on behalf of, as named fiduciary of, as trustee
of, or with the assets of a Plan.
(c) If a Person is acquiring any Bond or interest therein as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Bond Registrar (or, in the case of an interest in a Bond that
constitutes a Book-Entry Bond, to the Bond Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Indenture Trustee (or such Bond Owner) to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and agreements with respect to each such account as
set forth in subsections (a) and (b), as applicable, of this Section 2.13. (d)
Neither the Indenture Trustee nor the Bond Registrar shall have any obligation
or duty to monitor, determine or inquire as to compliance with any restriction
or transfer imposed under Article II of this Agreement or under applicable law
with respect to any transfer of any Bond, or any interest therein, other than to
require delivery of the certification(s) and/or Opinions of Counsel described in
Article II applicable with respect to changes in registration of record
ownership of Bonds in the Bond Register. The Indenture Trustee and the Bond
Registrar shall have no liability for transfers, including transfers made
through the book-entry facilities of the Depository or between or among
Depositary Participants or Bond Owners made in violation of applicable
restrictions.
ARTICLE III
COVENANTS; WARRANTIES
Section 3.01 Payment of Principal and Interest.
Subject to Section 2.07(c), the Issuer will duly and punctually pay
(or will cause to be paid duly and punctually) the principal of, interest on and
other amounts in respect of the Bonds in accordance with the terms of the Bonds
and this Indenture. The Issuer will cause to be paid all amounts on deposit in
the Payment Account on each Payment Date deposited therein pursuant to Section
8.01 hereof for the benefit of the Bondholders. Amounts properly withheld under
the Code by any Person from a payment to any Bondholder of interest and
principal shall be considered as having been paid by the Issuer to such
Bondholder for all purposes of this Indenture. The Bonds shall be non-recourse
obligations of the Issuer and shall be limited in right of payment to amounts
available from the Collateral, as provided in this Indenture. The Issuer shall
not otherwise be liable for payments on the Bonds.
Section 3.02 Maintenance of Office or Agency.
The Issuer hereby appoints the Indenture Trustee at the Corporate
Trust Office as the place where Bonds may be presented or surrendered for
payment, where Bonds may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Issuer in respect of the Bonds and
this Indenture may be served. The Indenture Trustee shall give prompt written
notice to the Bondholders and the Issuer of the location, and of any change in
the location, of any such office or agency.
The Issuer may also from time to time designate one or more other
offices or agencies outside the continental United States where the Bonds may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
an office or agency in accordance with the requirements set forth in the
preceding paragraph. The Issuer shall give prompt written notice to the
Indenture Trustee and Bondholders of any such designation or rescission and of
any change in the location of such office or agency.
Section 3.03 Money for Bond Payments to Be Held in Trust.
All payments of amounts due and payable with respect to any Bonds
which are to be made from amounts withdrawn from the Payment Account pursuant to
Section 8.01(b) shall be made on behalf of the Issuer by the Indenture Trustee
or another Paying Agent, and no amounts so withdrawn from the Payment Account
for payments of Bonds shall be paid over to the Issuer except as provided in
this Section 3.03 or as provided in Section 5.06 or 8.01.
Any Paying Agent (other than the Indenture Trustee) shall be
appointed by the Indenture Trustee pursuant to Issuer Order. Each Paying Agent
must, at the time of such appointment, meet the qualification and eligibility
standards for an indenture trustee set forth in Section 6.08. If, either (i) no
other Paying Agent shall have been so appointed and shall have executed and
delivered the instrument provided for in the second following paragraph or (ii)
any such other Paying Agent shall have resigned or been discharged without a
successor having been so appointed and having executed and delivered the
instrument provided for in the second following paragraph, then the Indenture
Trustee shall be the Paying Agent.
Whenever the Indenture Trustee, on behalf of the Issuer shall have
one or more Paying Agents, the Indenture Trustee will deliver or contract to
have delivered to such Paying Agent or Paying Agents (subject to Section
2.07(g)), on or before the Business Day next preceding each Payment Date or
Redemption Date, an aggregate sum sufficient to pay the amounts then becoming
due with respect to the Bonds, such sum to be deposited in the Payment Account
and held in trust for the benefit of the Persons entitled thereto, and (unless
such Paying Agent is the Indenture Trustee) the Indenture Trustee will promptly
notify the Issuer of the Indenture Trustee's action or failure so to act. Any
monies deposited with a Paying Agent, other than the Indenture Trustee, in
excess of an amount sufficient to pay the amounts then becoming due and payable
on the Bonds with respect to which such deposit was made shall be retained by
such Paying Agent or Agents for application in accordance with Article VIII.
The Indenture Trustee will cause each such Paying Agent (other than
the Indenture Trustee) to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent shall agree with the Indenture Trustee
(and if the Indenture Trustee acts as Paying Agent, it hereby so agrees),
subject to the provisions of this Section 3.03, that such Paying Agent will:
(i) hold all sums received by it for the payment of Bonds in trust
for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
pay such sums to such Persons as herein provided;
(ii) if such Paying Agent is not the Indenture Trustee, give the
Indenture Trustee notice of any default by the Issuer in the making of any
payment required to be made;
(iii) at any time during the continuance of any such default, upon
the written request of the Indenture Trustee, if such Paying Agent is not
the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so
held in trust by such Paying Agent;
(iv) if such Paying Agent is not the Indenture Trustee, immediately
resign as a Paying Agent and forthwith pay to the successor Paying Agent
all sums held by it in trust for the payment of Bonds if at any time it
ceases to meet the standards required to be met by a Paying Agent at the
time of its appointment; and
(v) comply with all requirements imposed upon it under the Code
with respect to the withholding from any payments made by it on any Bonds
of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.
The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trust as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.
Subject to the applicable requirements of abandoned property Laws,
any money held by any Paying Agent in trust for the payment of any amount due
with respect to any Bond and remaining unclaimed for two years after such amount
has become due and payable shall be discharged from such trust and shall be paid
to the Issuer on Issuer Request; and the Holder of such Bond shall thereafter,
as an unsecured general creditor, look only to the Issuer for payment thereof
(but only to the extent of the amounts so paid to the Issuer), and all liability
of the Issuer or such Paying Agent with respect to such trust money shall
thereupon cease; provided however, that the Issuer or such Paying Agent shall
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
City of New York and in the city in which the Corporate Trust Office is then
located, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to
the Issuer (the cost of such publication to be paid out of such unclaimed funds
or, if that is prohibited by Law, by the Issuer).
Section 3.04 Corporate Existence of Owner Trustee.
(a) Subject to Section 3.04(b), the Person acting as Owner Trustee
shall keep in full effect its existence as a legal entity under the Laws of the
jurisdiction of its organization.
(b) Any successor to the Owner Trustee appointed pursuant to the
terms of the Deposit Trust Agreement shall be the successor Owner Trustee under
and with respect to this Indenture without the execution or filing of any paper,
instrument or further act to be done on the part of the parties hereto.
Section 3.05 Trust Existence.
The Issuer will keep in full effect its existence, rights and
franchises as a trust under the Laws of Delaware (unless it or any successor
Issuer becomes a trust under the Laws of any other State or the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises as a trust under the Laws of such other jurisdiction), and
will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Bonds issued
thereby, and any other agreement to which it is a party; provided, however, that
the Owner Trustee shall not be required to do business as a foreign entity in
any jurisdiction for the purposes of satisfying the requirements of this Section
3.05.
Section 3.06 Payment of Taxes and Other Claims.
The Issuer shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Issuer or upon the income, profits or
property of the Issuer, or shown to be due on tax returns, if any, filed by the
Issuer, except any such taxes, assessments, governmental charges or claims which
the Owner Trustee on behalf of the Issuer is in good faith contesting in
appropriate proceedings and with respect to which reserves are established if
required in accordance with GAAP, provided, however, that such failure to pay or
discharge will not cause a forfeiture of, or a lien to encumber, any property
included in the Trust Estate. The Owner Trustee, in its individual capacity,
shall not be liable for any such taxes, assessments, governmental charges or
claims. The Indenture Trustee is authorized to pay out of the Payment Account,
prior to making payments on the Bonds, any such taxes, assessments, governmental
charges or claims which, if not paid, would cause a forfeiture of, or a lien to
encumber, any property included in the Trust Estate.
Section 3.07 Protection of Trust Estate.
The Issuer and, if and as directed by the Issuer or by the Holders
representing more than 50% of the Voting Rights of the Bonds, the Indenture
Trustee, shall from time to time execute and deliver all such amendments and
supplements hereto (subject to Sections 9.01 and 9.02) and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will from time to time take such other action necessary or
advisable to:
(i) Grant more effectively all or any portion of the Trust Estate;
(ii) maintain or preserve the lien (and the priority thereof) of
this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, or protect the validity of any
Grant made or to be made by this Indenture;
(iv) enforce any of the items of Collateral, Permitted Investments
or other instruments or agreements included in the Trust Estate; and
(v) preserve and defend title to the Trust Estate and the rights of
the Indenture Trustee, and of the Holders of Bonds, in such Trust Estate
against the claims of all Persons and parties.
The Issuer hereby designates the Indenture Trustee, its agent and
attorney-in-fact, to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 3.07; provided that, subject
to and consistent with Section 4.01, the Indenture Trustee will not be obligated
to prepare or file any such statements or instruments. Such designation is
coupled with an interest and is irrevocable.
Section 3.08 Opinions as to Trust Estate.
On or before March 30 of each calendar year commencing more than
three months after the Closing Date, the Issuer shall furnish to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and re-filing of this Indenture as is necessary to maintain the
lien and first priority security interest created by this Indenture with respect
to the Trust Estate, and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to maintain such
lien.
Section 3.09 Performance of Obligations.
(a) The Issuer will not take any action, and will use its best
efforts not to permit any action to be taken by others, which would release any
Person from any of such Person's covenants or obligations under any instrument
included in the Trust Estate, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument, except as expressly provided
in this Indenture or such other instrument; provided, however, the Issuer may
take any such action with respect to any such instrument if such action relates
solely to rights under such instrument that are not included in the Trust
Estate.
(b) The Issuer may contract with other Persons to assist it in
performing its duties hereunder and any performance of such duties (other than
execution of Issuer Orders, Issuer Requests and Officer's Certificates of the
Issuer) by a Person identified to the Indenture Trustee in an Officer's
Certificate of the Issuer shall be deemed action taken by the Issuer for all
purposes hereunder.
Section 3.10 Payment of Certain Fees.
The Indenture Trustee is authorized and directed to pay out of the
Payment Account, prior to making any payments on the Bonds, (i) the Owner
Trustee Fee, (ii) the Indenture Trustee Fee and any other fees, expenses and
sums payable to the Indenture Trustee in accordance with this Indenture and
(iii) the Administration Fee. Otherwise, the Issuer or another party will be
responsible for such fees.
Section 3.11 Negative Covenants.
The Issuer shall not:
(i) sell, transfer, exchange or otherwise dispose of any of the
Trust Estate, except as expressly permitted by this Indenture;
(ii) claim any credit on, make any deduction from the principal or
interest payable in respect of the Bonds (other than amounts properly
withheld from such payments under the Code or any applicable state Law) for
or assert any claim against any present or former Bondholder by reason of
the payment of any taxes levied or assessed upon any of the Trust Estate;
(iii) (A) permit the validity or effectiveness of this Indenture or
any Grant under this Indenture to be impaired, or permit the lien of this
Indenture with respect to the Trust Estate to be subordinated, terminated
or discharged, or permit any Person to be released from any covenants or
obligations under this Indenture, except as may be expressly permitted
hereby, (B) permit any lien, charge, adverse claim, security interest,
mortgage or other encumbrance (other than the lien of this Indenture and
any other lien expressly permitted hereby) to be created on or extend to or
otherwise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof, except as expressly permitted
hereby, or (C) permit the lien of this Indenture not to constitute a valid
first priority perfected security interest in the Trust Estate (subject
only to those liens expressly permitted hereby to be senior to the lien of
this Indenture);
(iv) dissolve or liquidate, in whole or in part, except as expressly
permitted by this Indenture;
(v) engage, directly or indirectly, in any business other than that
arising out of the issuance of Bonds and the Ownership Certificates, and
the actions contemplated or required to be performed under this Indenture
or the documents constituting part of the Trust Estate;
(vi) incur, create or assume any indebtedness for borrowed money
other than pursuant to this Indenture in connection with the issuance of
the Bonds;
(vii) make or permit to remain outstanding, any loan or advance to,
or own or acquire any stock or securities of, any Person other than the
Mortgage Collateral and any other instruments constituting part of the
Trust Estate;
(viii) voluntarily file a petition for bankruptcy, reorganization,
assignment for the benefit of creditors or similar Proceeding;
(ix) take any other action that is expressly prohibited in the
Indenture; or (x) act in a manner that would endanger its status as a QRS.
Section 3.12 Annual Statement as to Compliance.
On or before March 30 in each calendar year, commencing March 30,
2000, the Issuer shall deliver or cause to be delivered to the Indenture
Trustee, a written statement signed by an Authorized Officer of the Owner
Trustee, stating that:
(i) a review of the activities of the Issuer during the preceding
calendar year and of performance under this Indenture has been made under
his or her supervision; and
(ii) to the best of such officer's knowledge, based on such review,
the Issuer has fulfilled all its obligations under this Indenture
throughout the preceding calendar year, or, if there has been an Issuer
Default in the fulfillment of any such obligation, specifying each such
Issuer Default known to him or her and the nature and status thereof.
Section 3.13 Issuer May Consolidate, etc., Only on Certain Terms.
(a) The Issuer shall not consolidate or merge with or into any other
Person or convey or transfer the Trust Estate to any Person without the consent
of the Holders of Bonds representing not less than 66-2/3% of the Voting Rights
of the Bonds, and unless:
(i) the Person (if other than the Issuer) formed by or surviving
such consolidation or merger or that acquires by conveyance or transfer the
Trust Estate (the "Successor Person"), shall be a Person organized and
existing under the Laws of the United States of America or any State, and
shall have expressly assumed, by a supplemental indenture, executed and
delivered to the Indenture Trustee, (A) the obligation (to the same extent
as the Issuer was so obligated) to make payments of principal of, interest
on and any other amounts payable on the Bonds and (B) the obligation to
perform every covenant of this Indenture on the part of the Issuer herein
to be performed or observed, all as provided herein;
(ii) immediately after giving effect to such transaction, no Issuer
Default or Issuer Event of Default shall have occurred and be continuing;
(iii) the Issuer shall have caused the Indenture Trustee to have
received written confirmation from each Rating Agency rating any of the
Bonds, to the effect that the consummation of such transaction will not
result in an Adverse Rating Event with respect to any Class of such Bonds;
(iv) the Issuer shall have delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or transfer and such supplemental
indenture comply with and satisfy all conditions precedent relating to the
transactions set forth in this Section 3.13 and in Article IX and will not
result in the Trust Estate or the Issuer failing to qualify as a QRS; and
(v) the Successor Person shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel each stating
that, with respect to a Successor Person that is a corporation,
partnership, limited liability company or trust, such Successor Person
shall be duly organized, validly existing and in good standing in the
jurisdiction in which such Successor Person is organized; that the
Successor Person has sufficient power and authority to assume the
obligations set forth in clause (i) above and to execute and deliver an
indenture supplemental hereto for the purpose of assuming such obligations;
that the Successor Person has duly authorized the execution, delivery and
performance of an indenture supplemental hereto for the purpose of assuming
such obligations and that such supplemental indenture is a valid, legal and
binding obligation of the Successor Person, enforceable in accordance with
its terms, subject only to bankruptcy, reorganization, insolvency,
moratorium, and other Laws affecting the enforcement of creditor's rights
generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and
that, immediately following the event which causes the Successor Person to
become the Successor Person, (A) the Successor Person has good and
marketable title, free and clear of any lien, security interest or charge
other than the lien and security interest of this Indenture and any other
lien permitted hereby, to the Mortgage Collateral securing the Bonds issued
hereby and (B) the Indenture Trustee continues to have a perfected first
priority security interest in the Trust Estate securing, in the case of a
consolidation or merger of the Issuer, all of the Bonds issued thereby or,
in the case of any conveyance or transfer of the Trust Estate, all of the
Bonds.
(b) Upon any consolidation or merger, or any conveyance or transfer
of all the Trust Estate, the Successor Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with respect to the Bonds with the same effect as if such
Successor Person had been named as the "Issuer" in this Indenture. In the event
of any such conveyance or transfer of all the Trust Estate permitted by this
Article III, the Person named as the "Issuer" in this Indenture, or any
successor that shall theretofore have become such in the manner prescribed in
this Article III and that has thereafter effected such a conveyance or transfer,
may be dissolved, wound-up and liquidated at any time thereafter, and such
Person thereafter shall be released from its liabilities as obligor and maker on
all of the then Outstanding Bonds issued by it and from its obligations under
this Indenture.
(c) The Ownership Certificateholder shall be permitted to transfer
all or any portion of the Ownership Certificate only upon satisfaction of the
conditions set forth in Section 12.1 of the Deposit Trust Agreement.
Section 3.14 Purchase of Bonds.
The Issuer may re-acquire Bonds, in its discretion, by open market
purchases in privately negotiated transactions or otherwise.
Section 3.15 Servicing Agreement.
(a) The Issuer and the Indenture Trustee shall punctually perform
and observe all of their respective obligations and agreements, if any,
contained in the Servicing Agreement. In the event that a conflict exists
between the provisions of this Section 3.15 and those of the Servicing
Agreement, the terms of the Servicing Agreement shall control.
(b) The Issuer shall enforce the obligations of the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement.
(c) Upon any resignation or termination of the Master Servicer or
the Special Servicer pursuant to the Servicing Agreement or any appointment of a
successor to any such party pursuant to the Servicing Agreement, the Indenture
Trustee shall give prompt written notice thereof to all Holders of Bonds at
their respective addresses appearing in the related Bond Register. In the event
that the Indenture Trustee is to act or is acting as successor to the Master
Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds
representing more than 50% of the Voting Rights of the Bonds shall be entitled
to direct the Indenture Trustee (and, upon the receipt of such direction, the
Indenture Trustee shall be required) to appoint or to petition a court of
competent jurisdiction to appoint an alternative successor that meets the
requirements of the Servicing Agreement.
(d) Not later than five days after a Responsible Officer of the
Indenture Trustee has notice of the occurrence of any event which constitutes
or, with notice or lapse of time or both, would constitute a Servicer Event of
Default under the Servicing Agreement, the Indenture Trustee shall transmit by
mail to the Issuer and all Holders of Bonds notice of such occurrence, unless
such default shall have been remedied. At the direction of the Holders of Bonds
representing at least 25% of the Voting Rights of the Bonds, the Indenture
Trustee shall terminate the rights and obligations of the defaulting party under
the Servicing Agreement as and to the extent permitted thereby and shall,
subject to Section 3.15(c) of this Indenture, succeed the defaulting party in
whatever capacity it served under the Servicing Agreement.
(e) The Issuer and the Indenture Trustee may, with the consent of
the Holders of Bonds representing at least 66-2/3% of the Voting Rights of each
Class of Bonds affected by a Servicer Event of Default (other than any Bonds
owned directly or indirectly by the Master Servicer, the Special Servicer or any
Affiliate thereof), waive a Servicer Event of Default under the Servicing
Agreement; provided, however, that a Servicer Event of Default relating to the
handling, holding and timely remittance of payments, collections and/or
distributions on the Mortgage Collateral may only be waived with the consent of
each and every Bondholder. Upon any such waiver of a Servicer Event of Default,
such Servicer Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder and under the Servicing Agreement. No
such waiver shall extend to any subsequent or other Servicer Event of Default
under the Servicing Agreement or impair any right consequent thereon except to
the extent expressly so waived.
(f) During the continuance of a Servicer Event of Default under the
Servicing Agreement, so long as such Servicer Event of Default under the
Servicing Agreement shall not have been remedied, the Indenture Trustee, in
addition to the right to remove the defaulting party in the manner specified
under the Servicing Agreement, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
Law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of Bondholders (including
the institution and prosecution of all judicial, administrative and other
proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in the Servicing Agreement,
no remedy provided for by this Indenture or the Servicing Agreement with respect
to a Servicer Event of Default under the Servicing Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in
addition to any other remedy, and no delay or omission to exercise any right or
remedy shall impair any such right or remedy or shall be deemed to be a waiver
of any such Servicer Event of Default.
(g) The Issuer and the Indenture Trustee may enter into any
amendment of the Servicing Agreement from time to time, without the consent of
any of the Bondholders, (i) to cure any ambiguity, (ii) to correct, modify,
supplement or add any provisions with respect to matters or questions arising
thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
(h) The Issuer, the Master Servicer, the Special Servicer and the
Indenture Trustee also may enter into any amendment of the Servicing Agreement
from time to time, with the consent of the Holders of Bonds representing more
than 50% of the Voting Rights of each Class of Bonds affected thereby, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Servicing Agreement; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments, collections and/or distributions received or advanced on Mortgage
Collateral which are required to be paid on any Bond without the consent of
the Holder of such Bond, or
(ii) adversely affect in any material respect the interests of the
Holders of any Class of Bonds in a manner other than as described in clause
(i) above, without the consent of the Holders of each Class of Bonds
affected thereby, or
(iii) reduce the percentage of holders of Bonds required to consent
to any such amendment to the Servicing Agreement without the consent of
each and every Holder of Bonds of such Class.
For purposes of giving the consents contemplated by this Section
3.15(h), Bonds held by the Issuer, the Depositor, the Master Servicer, the
Special Servicer and any Affiliate thereof will be given the same regard as
Bonds held by any other Person.
(i) Promptly after the execution and delivery of any amendment of
the Servicing Agreement by all parties thereto, the Indenture Trustee shall send
a copy thereof to each Bondholder.
(j) It shall not be necessary for the consent of Bondholders under
this Section 3.15 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, execution
and delivery thereof by Bondholders shall be subject to such reasonable
regulations as the Indenture Trustee may prescribe.
(k) The Indenture Trustee may but shall not be obligated to enter
into any amendment of the Servicing Agreement pursuant to this Section 3.15 that
affects its rights, duties and immunities thereunder or under this Indenture.
(l) The cost of any Opinion of Counsel to be delivered pursuant to
Section 3.15(g) shall be borne by the Person seeking the related amendment,
except that if the Indenture Trustee requests any amendment of the Servicing
Agreement that it reasonably believes protects or is in furtherance of the
rights and interests of Bondholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 3.15(g) shall be payable by the
Issuer.
Section 3.16 Covenants, Representations and Warranties of the
Issuer.
(a) The Issuer hereby represents and warrants to the Indenture
Trustee and for the benefit of the Bondholders that:
(i) It is duly authorized, under applicable Law and the Deposit
Trust Agreement, to create and issue the Bonds, to execute and deliver this
Indenture, the other documents referred to herein to which it is a party
and all instruments included in the Trust Estate which it has executed and
delivered, and that all corporate action and governmental consents,
authorizations and approvals necessary or required therefor have been duly
and effectively taken or obtained. The Bonds, when issued, will be, and
this Indenture and such other documents are, valid and legally binding
obligations of the Issuer enforceable in accordance with their terms;
(ii) Immediately prior to its Grant of the Trust Estate provided for
herein, it had good title to, and was the sole owner of, each item of
Mortgage Collateral, free and clear of any pledge, lien, encumbrance or
security interest;
(iii) The Indenture Trustee has a valid and enforceable first
priority security interest in the Trust Estate, subject only to exceptions
permitted hereby; and
(iv) The Issuer is a QRS.
(b) The Issuer shall, at all times, conduct its operations in
accordance with the provisions of Section 2.5 of the Deposit Trust Agreement.
(c) All covenants, representations and warranties of the Issuer in
this Indenture are covenants, representations and warranties solely of the
Issuer and not covenants, representations and warranties of the Owner Trustee or
of the Person acting as Owner Trustee in its individual capacity. The Owner
Trustee is entering into this Indenture solely as Owner Trustee, and not in its
individual capacity, and in no case whatsoever shall the Owner Trustee be
personally liable on, or for any loss in respect of, any of the statements,
representations, warranties or obligations of the Issuer hereunder, as to all of
which the parties hereto agree to look solely to the property of the Trust
Estate.
Section 3.17 Investment Company Act.
The Issuer shall at all times conduct its operations so as not to be
required to be registered under the Investment Company Act of 1940, as amended
(or any successor statute), and the rules and regulations promulgated
thereunder.
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.01 Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect with respect to
the Bonds, and the Indenture Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments prepared by the Issuer and satisfactory
to the Indenture Trustee acknowledging satisfaction and discharge of this
Indenture, when:
(i) either (A) all Bonds theretofore authenticated and delivered
(other than (1) Bonds which have been mutilated, destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.06, and (2)
Bonds for which payment of money has theretofore been deposited in the
Payment Account and thereafter repaid to the Issuer or discharged from such
trust, as provided in the last paragraph of Section 3.03) have been
delivered to the Bond Registrar for cancellation; or (B) all Bonds not
theretofore delivered to the Bond Registrar for cancellation (1) have
become due and payable, (2) will become due and payable at their Stated
Maturity Date, if any, within one year, or (3) are to be called for
redemption within one year under arrangements satisfactory to the Indenture
Trustee for the giving of notice of redemption by the Indenture Trustee in
the name, and at the expense, of the Issuer; and the Issuer has deposited
or caused to be deposited with the Indenture Trustee or another Paying
Agent, in trust for such purpose, an amount sufficient to pay and discharge
the entire indebtedness on the Bonds not theretofore delivered to the Bond
Registrar for cancellation, for principal and interest, which would be
payable on their Stated Maturity Dates, if any, or Redemption Date (if
Bonds shall have been called for redemption pursuant to Section 11.01), as
the case may be, including for any and all overdue principal and interest
payable on such Bonds;
(ii) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate, an Opinion of Counsel and a certificate or opinion from an
Accountant, in accordance with TIA ss. 314(c) and meeting the applicable
requirements of Section 14.01(a).
Notwithstanding the satisfaction and discharge of this Indenture
with respect to any Bonds, the obligations of the Issuer to the Indenture
Trustee under Section 6.07 and the other rights, obligations and immunities of
the Indenture Trustee hereunder and of the Paying Agent to the Issuer and the
Bondholders under Section 3.03, the obligations of the Indenture Trustee to the
Bondholders under Section 4.02 and the provisions of Article II with respect to
lost, stolen, destroyed or mutilated Bonds, registration of transfers of Bonds,
and rights to receive payments of principal of and interest on the Bonds shall
survive.
Section 4.02 Application of Trust Money.
All monies deposited with the Indenture Trustee or another Paying
Agent pursuant to Sections 3.03 and 4.01 shall be held in trust and applied by
the Indenture Trustee or another Paying Agent, in accordance with the provisions
of the Bonds and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Persons entitled
thereto, of all sums due and to become due on or with respect to the Bonds for
whose payment such money has been deposited with the Indenture Trustee or
another Paying Agent.
Section 4.03 Repayment of Monies Held by Paying Agent.
In connection with the satisfaction and discharge of this Indenture
with respect to the Bonds, all monies with respect to such Bonds then held by
any Paying Agent other than the Indenture Trustee under this Indenture shall,
upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.03 and thereupon such Paying Agent shall be
released from all further liability with respect to such monies.
ARTICLE V
ISSUER EVENTS OF DEFAULT; REMEDIES
Section 5.01 Issuer Events of Default.
Each of the following shall constitute an "Issuer Event of Default"
(regardless of the reason for such Issuer Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of Law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):
(i) with respect to the most senior Outstanding Class of Bonds only
(for purposes of this Section 5.01(i), the Class A-1, Class A-2 and Class S
Bonds are pari passu), the failure to pay all interest (or with respect to
the Class S and Class X Bonds, the Class S Distributable Amount and the
Class X Distributable Amount, respectively) within five (5) days of the
Payment Date on which payment is due (excluding for this purpose any LIBOR
Deficiency Amounts, Class S Shortfalls and Class X Shortfalls);
(ii) with respect to any Bond, the failure to pay all interest on
and principal (or, in the case of the Class S and Class X Bonds, all unpaid
Scheduled Payments, or if an acceleration or an optional redemption
pursuant to Section 11.01 of this Indenture of the Bonds has occurred, the
Class S Early Termination Amount and the Class X Early Termination Amount,
respectively) of such Bond by its Stated Maturity Date;
(iii) any default in the observance or performance of any covenant
or agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is set forth
elsewhere in this Section 5.01) or any representation or warranty of the
Issuer made in this Indenture, or in any certificate or other writing
delivered pursuant hereto or in connection herewith, proving to have been
incorrect in any material respect as of the time when the same shall have
been made, and such default or the circumstance or condition in respect of
which such representation or warranty was incorrect (A) shall materially
and adversely affect the interests of Holders of the Bonds and (B) shall
continue or shall not have been eliminated or otherwise remedied, as the
case may be, for a period of thirty (30) days after there shall have been
given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds
representing at least 25% of the Voting Rights of the Bonds, a written
notice specifying such default and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder;
(iv) the entry by a court having jurisdiction over the Issuer of (A)
a decree or order for relief in respect of the Issuer in an involuntary
case or proceeding under any applicable federal or state delinquency,
bankruptcy, insolvency, reorganization or other similar Law or (B) a decree
or order adjudging the Issuer as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of or for the Issuer under any applicable
federal or state Law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Issuer or
of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order not stayed or dismissed and in
effect for a period of more than sixty (60) consecutive days;
(v) the commencement by the Owner Trustee on behalf of the Issuer of
a voluntary case or proceeding under any applicable federal or state
delinquency, bankruptcy, insolvency, reorganization or other similar Law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent,
or the consent by the Issuer to the entry of a decree or order for relief
in respect of the Issuer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar Law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Issuer, or the filing by the Owner Trustee on behalf
of the Issuer of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state Law, or the consent by the
Owner Trustee on behalf of the Issuer to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of or for
the Issuer or of any substantial part of the Issuer's property, or the
making by the Owner Trustee on behalf of the Issuer of an assignment for
the benefit of creditors, or the admission by the Owner Trustee on behalf
of the Issuer in writing of the Issuer's inability to pay its debts
generally as they become due, or the taking of corporate action by the
Owner Trustee on behalf of the Issuer in furtherance of any such action;
(vi) the impairment of the validity or effectiveness of this
Indenture or the Grant hereunder, or the subordination or, except as
permitted hereunder, the termination or discharge of the lien of this
Indenture, or the creation of any lien, charge, security interest, mortgage
or other encumbrance (other than the lien of this Indenture or any other
lien expressly permitted hereby) with respect to any part of the Trust
Estate or any interest in or proceeds of the Trust Estate, or the failure
of the lien of this Indenture to constitute a valid first priority
perfected security interest in the Trust Estate (subject only to those
liens expressly permitted hereby to be prior to the lien hereof), provided
that, if such impairment, such subordination, the creation of such lien, or
the failure of the lien on the Trust Estate to constitute such a first
priority perfected security interest shall be susceptible of cure, no
Issuer Event of Default shall arise until the continuation of any such
default unremedied for a period of ten (10) days after receipt of notice
thereof; or
(vii) the Issuer ceases to be a QRS;
provided, however, that for so long as any Offered Bond is Outstanding, it shall
not be an Issuer Event of Default if required Accrued Bond Interest payments are
not made to the Holders of the Class F and Class G Bonds or the Class X
Distributable Amount and Class X Shortfall are not paid; provided further, that
an Issuer Event of Default shall occur if all accrued and unpaid interest is not
paid to the holders of the Class F and Class G Bonds and all Class X
Distributable Amounts and Class X Shortfalls are not paid in full by their
respective Stated Maturities.
Section 5.02 Acceleration of Maturity; Rescission and Annulment.
If an Issuer Event of Default should occur and be continuing, then
and in every such case the Indenture Trustee, at the direction of the Holders of
Bonds representing more than 50% of the Voting Rights of each Class of Bonds
affected thereby, shall declare all of the Bonds to be immediately due and
payable, by a notice in writing to the Issuer, and upon any such declaration the
aggregate unpaid Bond Principal Amount of the Bonds, together with accrued and
unpaid interest with respect thereto through the end of the applicable Interest
Accrual Period, shall become due and payable on the next succeeding Payment Date
and on each Payment Date thereafter, until all such principal and interest is
paid in full, and unless such declaration and its consequences are earlier
rescinded and annulled as provided in the following paragraph.
At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due in respect of the Bonds
has been obtained by the Indenture Trustee as hereinafter provided in this
Article V, the Holders of Bonds representing more than 50% of the Voting Rights
of each Class of Bonds that has been declared due and payable, by written notice
to the Issuer and the Indenture Trustee, may rescind and annul such declaration
and its consequences if:
(i) the Issuer has paid or deposited with the Indenture Trustee or
another Paying Agent a sum sufficient to pay:
(A) all payments of principal of and interest on the Bonds
that have been declared due and payable and all other amounts which
would then be due hereunder if the Issuer Event of Default giving
rise to such acceleration had not occurred; and
(B) all Administrative Expenses and Additional Expenses
remaining unpaid with respect to the Bonds that have been declared
due and payable, together with all sums paid or advanced by the
Indenture Trustee or any other Paying Agent hereunder and the
reasonable compensation, fees, expenses, disbursement and advances
of the Indenture Trustee, any other Paying Agents, and its agents
and counsel.
(ii) all Issuer Events of Default with respect to the Bonds that
have been declared due and payable, other than the nonpayment of the
principal of or interest on such Bonds, have been cured or waived as
provided in Section 5.13.
(iii) the Indenture Trustee is reimbursed for all costs and expenses
it incurred in connection with the related declaration of acceleration and
any corresponding rescission or annulment.
Upon such rescission and annulment, the related Issuer Event of
Default shall be deemed to have been cured; however, no such rescission and
annulment shall affect any subsequent Issuer Event of Default with respect to
the affected Bonds or impair any right or remedy which arises as a consequence
thereof.
Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.
(a) If an Issuer Event of Default has occurred and is continuing and
the Bonds have been declared due and payable pursuant to Section 5.02 and such
declaration of acceleration has not been rescinded and annulled, the Issuer
shall pay to the Indenture Trustee upon demand, for the benefit of the
Bondholders, but only from the Trust Estate, (i) the entire aggregate unpaid
Bond Principal Amount of such Bonds (other than the Class S and Class X Bonds)
then due and payable, (ii) all accrued and unpaid interest with respect to such
Bonds (other than the Class S, Class X and Class H Bonds) through the end of the
Interest Accrual Period for the next succeeding Payment Date (including interest
on unpaid interest, unpaid LIBOR Deficiency Amounts and unpaid interest on
unpaid LIBOR Deficiency Amounts, but only to the extent that payment of such
interest on unpaid interest or LIBOR Deficiency Amounts, as applicable, shall be
legally enforceable), (iii) with respect to the Class S Bonds, any unpaid Class
S Shortfalls, with interest on such unpaid Class S Shortfalls at the Class S
Rate (to the extent permitted by applicable Law) through the end of the Interest
Accrual Period for the next succeeding Payment Date and the Class S Early
Termination Amount, (iv) with respect to the Class X Bonds, any unpaid Class X
Shortfalls with interest on such unpaid Class X Shortfalls, at the Class X Rate
(to the extent permitted by applicable Law) through the end of the Interest
Accrual Period for the next succeeding Payment Date and the Class X Early
Termination Amount, and (v) in addition thereto, all Administrative Expenses and
Additional Expenses with respect to such Bonds then remaining unpaid, together
with such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee, any other Paying Agent, and its agents
and counsel.
Until such demand is made by the Indenture Trustee, the Issuer may
pay the principal of and interest on the Bonds to the registered Holders thereof
in accordance with Section 2.07.
(b) If the Issuer fails to pay all amounts due upon an acceleration
of the Bonds under Section 5.02 forthwith upon demand, the Indenture Trustee, in
its capacity as Indenture Trustee and as trustee of an express trust, may
institute any Proceeding for the collection of the sums so due and unpaid, may
prosecute such Proceeding to judgment or final decree and may enforce the same
against the Issuer or any other obligor upon such Bonds and collect the monies
adjudged or decreed to be payable in the manner provided by Law out of the Trust
Estate or, subject to Section 2.07(f), out of the property, wherever situated,
of the Issuer or any such other obligor upon such Bonds.
(c) If an Issuer Event of Default occurs and is continuing, the
Indenture Trustee may, in its discretion, proceed to protect and enforce its
rights and the rights of the Bondholders by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by Law.
(d) In case (i) there shall be pending, relative to the Issuer or
any other Person having or claiming an ownership interest in the Trust Estate or
obligated to make payments on the Bonds, Proceedings under the Bankruptcy Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
Law, (ii) a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
shall have taken possession of the Issuer or its property or such other Person
or (iii) there shall be pending a comparable judicial Proceeding brought by
creditors of the Issuer or affecting the property of the Issuer, then the
Indenture Trustee, irrespective of whether the principal of or interest on any
Bonds shall then be due and payable as provided therein or by declaration of
acceleration or otherwise, and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section 5.03,
shall be entitled and empowered, by intervention in such Proceedings or
otherwise:
(i) to file and prove a claim or claims on behalf of the Bondholders
of any affected Bonds for the whole amount of principal and interest owing
and unpaid in respect of such Bonds and to file such other papers or
documents as may be necessary or advisable in order to have the claims of
the Indenture Trustee (including any claim for reasonable compensation to
the Indenture Trustee and each predecessor Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of
willful misconduct, negligence or bad faith) and of the Bondholders allowed
in such Proceedings;
(ii) unless prohibited by applicable Law and regulations, to vote on
behalf of the Bondholders of any affected Bonds in any election of a
trustee in bankruptcy or any other Person performing similar functions in
any such Proceedings;
(iii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute in accordance with the
terms of this Indenture all amounts received with respect to the claims of
the Bondholders of any affected Bonds and of the Indenture Trustee on their
and its behalf; and
(iv) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Bondholders of any affected Bonds allowed in any judicial
proceedings relative to the Issuer, its creditors and its property;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Bondholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Bondholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of willful misconduct,
negligence or bad faith of the Indenture Trustee or predecessor Indenture
Trustee.
(e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Bondholder any plan of reorganization, arrangement, adjustment or
composition affecting any Bonds or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Bondholder in any such Proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.
(f) All rights of action and claims under this Indenture or any of
the Bonds may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Bonds or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee, its
agents and counsel, shall be for the ratable benefit of the Bondholders in
respect of which such judgment has been recovered.
(g) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this
Indenture), the Indenture Trustee shall be held to represent all the Bondholders
of each affected Bond, and it shall not be necessary to make any Bondholder a
party to any such proceedings.
Section 5.04 Remedies.
If an Issuer Event of Default has occurred and is continuing, and
the Bonds have been declared due and payable pursuant to Section 5.02 and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may do one or more of the following:
(i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on or under
this Indenture with respect to the Bonds, whether by declaration of
acceleration or otherwise, enforce any judgment obtained, and collect from
the Trust Estate and, subject to Section 2.07(f), from the Issuer or any
other obligor on the Bonds monies adjudged due;
(ii) sell or cause the sale of the Trust Estate or any portion
thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by Law and in accordance
with Section 5.16; provided, however, that the Indenture Trustee shall give
the Issuer written notice of any private sale called by or on behalf of the
Indenture Trustee pursuant to this Section 5.04(ii), at least 10 days prior
to the date fixed for such private sale;
(iii) institute Proceedings from time to time for the complete or
partial foreclosure with respect to the Trust Estate; and
(iv) exercise any remedies of a secured party under the Uniform
Commercial Code and take any other appropriate action to protect and
enforce the rights and remedies of the Indenture Trustee or the Holders of
the Bonds hereunder;
provided, however, that the Indenture Trustee shall sell or otherwise liquidate
the Trust Estate following any Issuer Event of Default, other than an Issuer
Event of Default described in Section 5.01(i), but only (A) if it is required by
Law to do so, or (B) (1) upon the written request of the Holders of more than
50% of the Voting Rights of each Class of Offered Bonds (or, if no Offered Bonds
are Outstanding, the most senior Class of Private Bonds then Outstanding), or
(2) if the portion of the proceeds of such sale or liquidation that is payable
to the Holders of all of the Bonds Outstanding will not be sufficient to
discharge in full all amounts (including Distributable Amounts and Shortfall
Amounts) then due and unpaid upon such Bonds, upon the written request of the
Holders of 100% of the Voting Rights of the Offered Bonds Outstanding (or, if no
Offered Bonds are Outstanding, the Private Bonds then Outstanding). For the
purposes of the foregoing, Bonds held by the Issuer, the Depositor, or any
Affiliate thereof shall be deemed not to be Outstanding. In determining such
sufficiency or insufficiency with respect to clause (B)(2) of the preceding
sentence, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.
Section 5.05 [Reserved].
Section 5.06 Application of Money Collected.
If the Bonds have been declared due and payable pursuant to Section
5.02 following an Issuer Event of Default and such declaration and its
consequences have not been rescinded and annulled, any monies collected by the
Indenture Trustee pursuant to this Article V or otherwise held by the Indenture
Trustee or any other Paying Agent as part of such Trust Estate shall be applied
on each Payment Date to the extent permitted by applicable Law for the following
purposes and in the following order of priority, subject to available funds and,
in the case of payments on the Bonds, subject to the first paragraph of Section
2.07(d):
FIRST: To pay all amounts due the Indenture Trustee and the
Fiscal Agent with respect to such Bonds pursuant to Section 6.07 of
this Indenture, and all amounts due the Owner Trustee pursuant to
Section 7.1 of the Deposit Trust Agreement;
SECOND: To pay, in accordance with this Indenture or the
Servicing Agreement, as applicable, all amounts due the Master
Servicer and the Special Servicer, as applicable, thereunder, pro
rata based on the respective amounts payable to each such Person;
THIRD: To pay all other Administrative Expenses and Servicing
Expenses remaining unpaid with respect to such Bonds, in such order
as the Indenture Trustee deems necessary and appropriate;
FOURTH: To make payments on the Bonds as provided in Section
10.01(c);
FIFTH: To pay all Administrative Expenses, Servicing Expenses
and Additional Expenses still remaining unpaid after giving effect
to payments under clauses FIRST, SECOND, and THIRD above; and
SIXTH: To pay any surplus to the Ownership Certficateholder or
any other Person legally entitled thereto, with respect to such
Bonds, in such order of priority as is specified in Section 10.01(c)
of this Indenture.
Section 5.07 Limitation on Suits.
No Holder of any Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
(i) such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
(ii) the Holders of Bonds representing more than 50% of the Voting
Rights of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular Proceedings
pursuant to Section 5.12 and shall hold Bonds which, in the aggregate,
shall represent more than 50% of the Voting Rights of such Bonds) shall
have made written request to the Indenture Trustee to institute Proceedings
in respect of such Issuer Event of Default in its own name as Indenture
Trustee hereunder;
(iii) such Holder or Holders have offered to the Indenture Trustee
adequate indemnity or security reasonably satisfactory to the Indenture
Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request;
(iv) the Indenture Trustee has, for sixty (60) days after its
receipt of such notice, request and offer of indemnity or security, failed
to institute any such proceeding; and
(v) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no one or more of the Holders of Bonds
shall have any right in any manner whatever by virtue of, or by availing itself
or themselves of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of the Bonds or to obtain or to seek
to obtain priority or preference over any other Holders of the Bonds or to
enforce any right under this Indenture, except in the manner herein provided
and, for the equal and ratable benefit of all the Holders of the Bonds. Subject
to the foregoing restrictions, the Bondholders may exercise their rights under
this Section 5.07 independently.
In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Bondholders, each
representing less than a majority, by Voting Rights, the Indenture Trustee shall
take no action.
Section 5.08 Unconditional Right of Bondholders to Receive Principal
and Interest.
Notwithstanding any other provision in this Indenture (except those
specifically referenced in this Section 5.08), the Holder of any Bond shall have
the right, which is absolute and unconditional, to receive payment of the
principal of and interest on such Bond (subject to Section 2.07(f) and the third
sentence of Section 3.01) and, if the nonpayment constitutes an Issuer Event of
Default, to institute suit for the enforcement of any such payment (subject to
Section 5.07 and Section 14.17), and such rights shall not be impaired without
the consent of such Bondholder, unless a non-payment has been cured pursuant to
Section 5.02.
Section 5.09 Restoration of Rights and Remedies.
If the Indenture Trustee or any Bondholder has instituted any
Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued, waived, rescinded or abandoned for any reason,
or has been determined adversely to the Indenture Trustee or to such Bondholder,
then and in every such case, subject to any determination in such Proceeding,
the Issuer, the Indenture Trustee and the Bondholders shall be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Indenture Trustee and such Bondholders shall
continue as though no such Proceeding had been instituted.
Section 5.10 Rights and Remedies Cumulative.
If any Issuer Event of Default should occur with respect to the
Bonds, no right or remedy herein conferred upon or reserved to the Indenture
Trustee or to the Bondholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by Law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at Law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder or otherwise in respect of an Issuer
Event of Default, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.
Section 5.11 Delay or Omission Not Waiver.
No delay or omission of the Indenture Trustee or any Bondholder to
exercise any right or remedy accruing upon any Issuer Event of Default shall
impair any such right or remedy or constitute a waiver of any such Issuer Event
of Default or an acquiescence therein. Every right and remedy given by this
Indenture or by Law to the Indenture Trustee or to the Bondholders in respect of
any Issuer Event of Default may be exercised from time to time, and as often as
may be deemed expedient, to the extent permitted by applicable Law, by the
Indenture Trustee or the Bondholders, as the case may be.
Section 5.12 Control by Bondholders.
The Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee, or
exercising any trust or power conferred on the Indenture Trustee; provided,
that:
(i) such direction shall not be in conflict with any rule of Law or
with this Indenture;
(ii) the Indenture Trustee shall have been provided with indemnity
reasonably satisfactory to it;
(iii) any direction to the Indenture Trustee to declare all of the
Bonds to be immediately due and payable following an Issuer Event of
Default, or to rescind any such declaration, shall be by the Holders of
Bonds representing more than 50% of the Voting Rights of each Class of
Bonds affected thereby;
(iv) any direction to the Indenture Trustee to sell or liquidate the
Trust Estate or any portion thereof, as set forth in Section 5.04, shall be
by the Holders of Bonds representing more than 50% of the Voting Rights of
each Class of Offered Bonds (or, if no Offered Bonds are Outstanding, the
most senior Class of Private Bonds then Outstanding), or the Holders of
100% of the Voting Rights of the Classes of Offered Bonds (or, if no
Offered Bonds are Outstanding, the most senior Class of Private Bonds then
outstanding), if the proceeds of such sale or liquidation will not be
sufficient to discharge in full all amounts (including Distributable
Amounts and Shortfall Amounts) then due and unpaid on all the Classes of
Bonds then Outstanding). For the purposes of the foregoing, Bonds held by
the Issuer, the Depositor, or any Affiliate thereof shall be deemed not to
be Outstanding; and
(v) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee which is not inconsistent with such direction.
Notwithstanding the rights of Bondholders set forth in this Section 5.12,
subject to Section 6.01 hereof, the Indenture Trustee need not take any action
which it determines might involve it in liability or may be unjustly prejudicial
to the Bondholders not consenting.
Section 5.13 Waiver of Past Issuer Defaults.
Prior to the declaration of the acceleration of the maturity of the
Bonds as provided in Section 5.02, the Holders of Bonds representing more than
50% of the Voting Rights of each Class of such Bonds may, on behalf of the
Holders of all the Bonds, waive any past Issuer Default hereunder and its
consequences, except an Issuer Default:
(i) in the payment of principal of or interest on any Bond, which
waiver shall require the waiver by the Holders of all of the Outstanding
Bonds of the affected Class; or
(ii) in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Bond, which waiver shall require the waiver by each
Holder of an Outstanding Bond.
Upon any such waiver, such Issuer Default shall cease to exist and
be deemed to have been cured and not to have occurred, and any Issuer Event of
Default arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Bondholders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Issuer Default or impair any right consequent
thereto.
Section 5.14 Undertaking for Costs.
All parties to this Indenture agree, and each Holder of a Bond by
its acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.14 shall not apply to any
suit instituted by the Indenture Trustee, or to any suit instituted by any
Bondholder, or group of Bondholders, holding Bonds that represent, in the
aggregate, more than 10% of the Voting Rights of the Outstanding Bonds or to any
suit instituted by any Bondholder for the enforcement of the payment of the
principal of or interest on, or of the Redemption Price for, any Bond on or
after the Payment Date or Redemption Date, as the case may be, on which such
payment was due (provided that the failure to make such payment constitutes an
Issuer Event of Default).
Section 5.15 Waiver of Stay or Extension Laws.
The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
to take the benefit or advantage of, any stay or extension Law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such Law
and covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Indenture Trustee, but will suffer and permit the exercise
of every such power as though no such Law had been enacted.
Section 5.16 Sale of Trust Estate.
(a) The power to effect any public or private sale of any portion of
the Trust Estate pursuant to Section 5.04 shall not be exhausted by any one or
more sales as to any portion of the Trust Estate remaining unsold, but shall
continue unimpaired until either the entire Trust Estate shall have been sold or
all amounts payable on the Bonds and under this Indenture with respect thereto
shall have been paid. The Indenture Trustee may from time to time postpone any
sale by public announcement made at the time and place of such sale. The
Indenture Trustee hereby expressly waives its right to any amount fixed by Law
as compensation for any such sale but such waiver does not apply to any amounts
to which the Indenture Trustee is otherwise entitled under Section 6.07 of this
Indenture.
(b) The Indenture Trustee shall execute and deliver an appropriate
instrument(s) of conveyance (without recourse against the Indenture Trustee)
prepared by the Issuer and acceptable to the Indenture Trustee transferring its
interest in any portion of the Trust Estate in connection with a sale thereof
pursuant to Section 5.04. In addition, the Indenture Trustee is hereby
irrevocably appointed an agent and attorney-in-fact of the Issuer to transfer
and convey the Issuer's interest in any portion of the Trust Estate in
connection with a sale thereof pursuant to Section 5.04, and to take all action
necessary to effect such sale. No purchaser or transferee at such a sale shall
have any obligation to ascertain the Indenture Trustee's authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
monies.
(c) Any sale of any portion of the Trust Estate shall be made in
compliance with all applicable Laws.
Section 5.17 Action on Bonds.
The Indenture Trustee's right to seek and recover judgment on the
Bonds or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither
the lien of this Indenture nor any rights or remedies of the Indenture Trustee
or the Bondholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate or, subject to Section 2.07(f),
upon any other of the assets of the Issuer.
ARTICLE VI
THE INDENTURE TRUSTEE AND THE FISCAL AGENT
Section 6.01 Certain Duties and Responsibilities.
(a) Except during the continuance of an Issuer Event of Default:
(i) the Indenture Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Indenture Trustee; and
(ii) in the absence of negligence or bad faith on its part, the
Indenture Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Indenture Trustee, the Indenture Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture.
(b) In case an Issuer Event of Default has occurred and is
continuing, the Indenture Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.
(c) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of
Subsection (a) of this Section 6.01;
(ii) the Indenture Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts; and
(iii) the Indenture Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the directions of the Holders of Bonds representing more than 50% of the
Voting Rights of the Bonds (unless an alternative group of Bondholders is
expressly permitted or required to authorize such action hereunder, in
which case in accordance with the directions of such alternative group)
relating to the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture with respect to
the Bonds.
(d) No provision of this Indenture shall require the Indenture
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. In determining that such repayment
or indemnity is not reasonably assured to it, the Indenture Trustee must
consider not only the likelihood of repayment or indemnity by or on behalf of
the Issuer but also the likelihood of repayment or indemnity from amounts
payable to it from the Trust Estate pursuant to Sections 5.06 and 8.01(b).
(e) The Indenture Trustee shall be under no obligation to institute
any suit, or to take any remedial Proceeding under this Indenture, or to enter
any appearance in or in any way defend any suit in which it may be made
defendant, or to take any steps in the execution of the trusts created hereby or
in the enforcement of any rights and powers hereunder until it shall be
indemnified to its reasonable satisfaction against any and all costs and
expenses, outlays and counsel fees and other reasonable disbursements and
against all liability, except liability which is adjudicated to have resulted
from its negligence or willful misconduct, in connection with any action so
taken.
(f) Notwithstanding any extinguishment of all right, title and
interest of the Issuer in and to the Trust Estate following an Issuer Event of
Default and a consequent declaration of acceleration of the Stated Maturity Date
of the Bonds, whether such extinguishment occurs through a foreclosure upon and
sale of the Trust Estate to another Person, the acquisition of the Trust Estate
by the Indenture Trustee or otherwise, the rights, powers and duties of the
Indenture Trustee with respect to the Trust Estate (or the proceeds thereof) and
the Bondholders, and the rights of the Bondholders, shall continue to be
governed by the terms of this Indenture.
(g) For all purposes under this Indenture, the Indenture Trustee
shall not be deemed to have notice of any Issuer Default unless a Responsible
Officer of the Indenture Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such an Issuer Default is received by the
Indenture Trustee at the Corporate Trust Office, and such notice references the
Bonds and this Indenture. The Indenture Trustee shall be deemed to have actual
knowledge of the failure to deliver to the Indenture Trustee any certificate,
report or document when so required herein and not so delivered to the Indenture
Trustee.
(h) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions
of this Section 6.01; and, if and for so long as this Indenture is required to
be qualified under the Trust Indenture Act, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Indenture Trustee, including the provisions of this Section 6.01, shall be
subject to the provisions of the Trust Indenture Act.
Section 6.02 Notice of Issuer Defaults.
If an Issuer Default occurs and is continuing and if it is actually
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall mail to each Bondholder and each Rating Agency, notice of such Issuer
Default within ten (10) days after it occurs (or, if it becomes known to a
Responsible Officer of the Indenture Trustee after the end of such 10-day
period, as soon as practicable after it becomes so known); provided that, except
in the case of a default in the payment of the principal of or interest on any
of the Bonds, the Indenture Trustee shall be protected in withholding such
notice to the Bondholders for a period of no longer than 10 days if and so long
as the board of directors, the executive committee or a trust committee composed
of directors and/or Responsible Officers of the Indenture Trustee reasonably and
in good faith determines that the withholding of such notice is in the best
interest of the Bondholders.
Section 6.03 Certain Rights of Indenture Trustee.
Subject to the provisions of Section 6.01, in connection with this
Indenture:
(a) the Indenture Trustee may request and rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be;
(c) whenever in the administration of this Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officer's Certificate;
(d) the Indenture Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel rendered thereby shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Indenture Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Bondholders pursuant to this Indenture, unless such
Bondholders shall have offered to the Indenture Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction;
(f) the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document, but the Indenture Trustee in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney; provided that, if the payment
within a reasonable time to the Indenture Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Indenture Trustee, not reasonably assured to the Indenture
Trustee by the security afforded to it by the terms of this Indenture, the
Indenture Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to proceeding;
(g) the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys of the Indenture Trustee; provided that it shall remain
liable for the acts of all such attorneys and agents;
(h) to the extent a Person other than the Indenture Trustee is
appointed by the Issuer to act as a Paying Agent in accordance with Section 3.03
of this Indenture, such Person shall be the sole agent of the Issuer, and the
Indenture Trustee shall not be liable or responsible by reason of any act or
omission of any such Person;
(i) the Indenture Trustee shall not be liable or responsible by
reason of any act or omission of the Master Servicer or the Special Servicer, in
each case that is not an Affiliate of the Indenture Trustee, hereunder or under
the Servicing Agreement, unless the Indenture Trustee itself is acting in such
capacity;
(j) the Indenture Trustee shall not be liable or responsible for
releases of any item of Collateral in compliance with any provision of this
Indenture;
(k) the Indenture Trustee shall not be required to provide any
surety or bond of any kind in connection with the execution or performance of
its duties hereunder; and
(l) the Indenture Trustee shall not at any time have any
responsibility or liability for or with respect to the legality, validity or
enforceability of any item of Mortgage Collateral.
Section 6.04 The Indenture Trustee Not Responsible for Recitals or
Issuance of Bonds.
The recitals contained herein and in the Bonds, except the
certificates of authentication on the Bonds and any such recitals that
constitute express representations, warranties, certifications or
acknowledgments of or on the part of the Indenture Trustee, shall be taken as
the statements of the Issuer or other appropriate party to this Indenture, and
the Indenture Trustee does not assume any responsibility for their correctness.
The Indenture Trustee makes no representation as to the validity or sufficiency
of this Indenture, the Bonds or the Trust Estate. The Indenture Trustee shall
not be accountable for the use by the Issuer of the Bonds or the use or
application by the Issuer of the proceeds of the Bonds or for the use or
application of any funds paid to the Master Servicer or the Special Servicer, as
applicable, in respect of the Mortgage Collateral (unless it is acting in such
capacity) or deposited into an Account established hereunder that is not
maintained by it.
Section 6.05 The Indenture Trustee and the Fiscal Agent May Hold
Bonds.
The Indenture Trustee, the Fiscal Agent, any Paying Agent, the Bond
Registrar or any other Agent, in its individual or any other capacity, may
become the owner or pledgee of Bonds and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Issuer or Owner Trustee with the same rights it would
have if it were not Indenture Trustee, Paying Agent, Bond Registrar or such
other Agent.
Section 6.06 Money Held in Trust.
Money held by the Indenture Trustee in trust hereunder need not be
segregated from other funds except to the extent required herein or by Law. The
Indenture Trustee shall be under no liability for interest on any money received
by it hereunder except to the extent of income or other gain on investments of
monies held in any Account, which investments are obligations of the Indenture
Trustee in its individual capacity.
Section 6.07 Compensation and Reimbursement.
(a) Subject to Section 6.07(b), the Issuer hereby agrees:
(i) to pay or cause to be paid to the Indenture Trustee, for all
services rendered by the Indenture Trustee and the Fiscal Agent with
respect to the Bonds (which compensation shall not be limited by any
provision of Law in regard to the compensation of a trustee of an express
trust), for each Mortgage Loan and for any Payment Date, an amount equal to
the Indenture Trustee Fee; and
(ii) to reimburse, indemnify and hold harmless the Indenture Trustee
and the Fiscal Agent and any director, manager, member, officer, employee,
agent or "control" person within the meaning of the Securities Act and the
Exchange Act of the Indenture Trustee or the Fiscal Agent for any loss,
liability or "out-of-pocket" expense (including costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) (any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance
of duties) arising out of the transactions contemplated by the Operative
Agreements including, without limitation, those incurred in connection with
the Indenture Trustee's:
(A) enforcing its rights and remedies and protecting the
interests, and enforcing the rights and remedies, of the Bondholders
during the continuance of an Issuer Event of Default or Servicer
Event of Default,
(B) defending or prosecuting any legal action in respect of
the Operative Agreements or the Bonds,
(C) being the mortgagee of record with respect to the Mortgage
Loans constituting Collateral for the Bonds and the owner of record
with respect to any Mortgaged Property acquired in respect thereof
for the benefit of Bondholders; or
(D) acting or refraining from acting in good faith at the
direction of the holders of the Bonds meeting the requisite
percentage of Voting Rights with respect to any particular matter;
provided, however, that such indemnification will not extend to any
loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence on the part of the Indenture
Trustee in the performance of its obligations and duties thereunder,
or by reason of its negligent disregard of such obligations or
duties.
The Indenture Trustee agrees to fully perform its duties under this
Indenture notwithstanding any failure on the part of the Issuer to make any
payments, reimbursements or indemnifications to the Indenture Trustee or the
Fiscal Agent pursuant to this Section 6.07(a); provided, however, that (subject
to Section 6.07(b)) nothing in this Section 6.07 shall be construed to limit the
exercise by the Indenture Trustee or the Fiscal Agent of any right or remedy
permitted under this Indenture in the event of the Issuer's failure to pay or
cause the payment of any sums due the Indenture Trustee or the Fiscal Agent
pursuant to this Section 6.07.
(b) The obligations of the Issuer set forth in Section 6.07(a) are
nonrecourse obligations solely of the Issuer and will be payable only from the
Trust Estate with respect to which any claim of the Indenture Trustee and the
Fiscal Agent under this Section 6.07 arose. In connection with the foregoing,
the Indenture Trustee may from time to time deduct (or cause to be deducted and
remitted to it) payments of all amounts due to it pursuant to Section 6.07(a) in
connection with the Bonds from monies on deposit in the Payment Account.
(c) The Indenture Trustee shall have, as security for the
performance of the Issuer under this Section 6.07, a lien ranking senior to the
lien of the Bonds with respect to which any claim of the Indenture Trustee and
the Fiscal Agent under this Section 6.07 arose upon all property and funds held
or collected by the Indenture Trustee in its capacity as such as part of the
Trust Estate; provided that the Indenture Trustee shall not institute any
Proceeding seeking the enforcement of such lien against the Trust Estate unless
such Bonds have been declared due and payable pursuant to Section 5.02 following
an Issuer Event of Default, such declaration of acceleration and its
consequences have not been rescinded and annulled, and monies collected by the
Indenture Trustee are being applied in accordance with Section 5.06.
(d) The Issuer (the "Indemnifying Party") shall indemnify the
Indenture Trustee and the Fiscal Agent and their respective Affiliates and each
of the directors, officers, employees, agents or "control" persons of the
Indenture Trustee, the Fiscal Agent and their respective Affiliates (each, an
"Indemnified Party"), and hold each of them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Indenture (including,
without limitation, reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and
the Indemnified Party or between the Indemnified Party and any third party or
otherwise) related to the Indemnifying Party's willful misconduct, bad faith,
fraud and/or negligence in the performance of its duties hereunder or by reason
of reckless disregard of its respective obligations and duties hereunder.
(e) The Issuer shall indemnify each Indemnified Party from, and hold
it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Indenture or the Bonds, in each case to the extent and only to the extent,
such payments are expressly reimbursable under this Indenture, or are
unanticipated expenses (as defined below), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct of the Indemnified Party
and (ii) those as to which such Indemnified Party is entitled to indemnification
pursuant to Section 6.07(d) and has received indemnity payments. The term
"unanticipated expenses" shall include any fees, expenses and disbursement of
any separate trustee or co-trustee appointed hereunder, only to the extent such
fees, expenses and disbursements were not reasonably anticipated as of the
Closing Date, and the losses, liabilities, damages, claims or incremental
expenses (including reasonable attorneys' fees) incurred or advanced by an
Indemnified Party in connection with (i) a default under any Mortgage Loan, or
(ii) any litigation arising out of this Indenture. The right of reimbursement of
the Indemnified Parties under this Section 6.07(e) shall be senior to the rights
of all Bondholders.
(f) Notwithstanding anything herein to the contrary, Section 6.07
shall survive the termination or maturity of this Indenture or the resignation
or removal of the Indenture Trustee or the Fiscal Agent, as the case may be, as
regards rights accrued prior to such resignation or removal.
(g) This Section 6.07 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any Environmental Law or environmental matter.
Section 6.08 Eligibility; Disqualification.
There shall at all times be hereunder an Indenture Trustee, and such
Indenture Trustee:
(i) shall at all times be an institutional trustee that is a
corporation or a national banking association which satisfies the
requirements of TIA ss. 310(a);
(ii) must have a combined capital and surplus of not less than
$100,000,000;
(iii) shall have the legal power to exercise all of the rights,
powers, and privileges of a holder of the security or securities in which
such securities evidence an interest or participation;
(iv) shall be neither an obligor upon the indenture securities nor a
person directly or indirectly controlling, controlled by, or under common
control with such obligor; (v) shall comply with all the requirements of
Sections 310, 313, 315 and 316 of the Trust Indenture Act of 1939, as
amended; and
(vi) shall have a minimum long-term debt rating of "A" by DCR, if
rated by DCR, and "AA-" by Standard & Poor's, or if not so rated, then
otherwise acceptable to each Rating Agency as confirmed in writing that the
appointment of such Trustee would not, in and of itself, result in an
Adverse Rating Event with respect to any Class of Bonds.
If and for so long as this Indenture is required to be qualified
under the Trust Indenture Act, the Indenture Trustee shall comply with and be
subject to TIA ss. 310(b); provided that there shall be excluded from the
operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA ss. 310(b)(1) are met.
Section 6.09 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Article VI shall
become effective until the acceptance of appointment by the successor Indenture
Trustee in accordance with the applicable requirements of Section 6.10.
(b) The Indenture Trustee may resign at any time by giving written
notice of such resignation to the Issuer, the Depositor, the Master Servicer and
each Rating Agency and by mailing notice of such resignation by first class
mail, postage prepaid, to Holders of the Bonds, at their addresses appearing on
the Bond Register. Upon such notice of resignation, the Fiscal Agent shall also
be deemed to have been removed, and, accordingly, the Issuer shall promptly
appoint a successor Indenture Trustee, the appointment of which would not, as
evidenced in writing by the Rating Agencies, in and of itself, result in an
Adverse Rating Event with respect to any Class of Bonds, and a successor Fiscal
Agent (if necessary to satisfy the requirements contained in Section 6.08), the
appointment of which, if the successor Indenture Trustee is not rated by each
Rating Agency in one of its two highest long-term debt rating categories, would
not, as evidenced in writing, in and of itself, result in an Adverse Rating
Event with respect to any Class of Bonds, by written instrument, in triplicate,
which instrument shall be delivered to the resigning Indenture Trustee, with a
copy to the Fiscal Agent deemed removed, and the successor Indenture Trustee. If
no successor Indenture Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent jurisdiction for
the appointment of a successor Indenture Trustee. The Indenture Trustee will
bear all reasonable costs and expenses of each other party hereto in connection
with such resignation.
(c) The Issuer, by an Issuer Order, shall remove the Indenture
Trustee if at any time:
(i) the Indenture Trustee shall fail to comply with, or shall cease
to be eligible under, Section 6.08, and the Indenture Trustee shall fail to
resign after written request therefor has been delivered to the Indenture
Trustee by the Issuer or has been delivered to the Indenture Trustee (with
a copy to the Issuer) by any Bondholder who has been a bona fide Holder for
at least six months, or
(ii) (A) the Indenture Trustee shall become incapable of acting with
respect to its obligations hereunder, (B) there shall have been entered a
decree or order for relief by a court having jurisdiction in the premises
in respect of the Indenture Trustee in an involuntary case under the
federal bankruptcy Laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar Law, or
appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Indenture Trustee or for any
substantial part of its property, or ordering the winding-up or liquidation
of its affairs and the continuance of any such decree or order unstayed and
in effect for a period of 60 consecutive days, (C) the Indenture Trustee
commences a voluntary case under the federal bankruptcy Laws, as now or
hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar Law, or consents to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Indenture Trustee or of any
substantial part of its property, or the making by it of any assignment for
the benefit of creditors or the Indenture Trustee fails generally to pay
its debts as such debts become due or takes any corporate action in
furtherance of any of the foregoing, or (D) the Rating Agencies confirm in
writing that not terminating the Indenture Trustee, or the Fiscal Agent, as
applicable, would, in and of itself, cause an Adverse Rating Event.
(d) If the Indenture Trustee shall fail to comply with, or cease to
be eligible under, Section 6.08, any Bondholder that has been a bona fide Holder
of such Bonds for at least six months may, on its own behalf and on behalf of
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee.
(e) The Holders of Bonds representing more than 50% of the Voting
Rights of the Bonds may at any time remove the Indenture Trustee and promptly
appoint a successor Indenture Trustee subject to Section 6.08 of this Indenture
by delivering copies of the record of the Act taken by the Holders to the
Indenture Trustee so removed and to the successor Indenture Trustee, as provided
in Section 14.03 hereof.
(f) If the Indenture Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Indenture
Trustee for any cause, and in any such case no successor Indenture Trustee shall
otherwise have been appointed as provided herein, then the Issuer, by an Issuer
Order, shall promptly appoint a successor Indenture Trustee in accordance with
the applicable requirements of Section 6.10. If, within 60 days after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Indenture Trustee shall not have been appointed by the Issuer and
shall not have accepted such appointment in accordance with the applicable
requirements of Section 6.10, then a successor Indenture Trustee shall be
appointed by Act of the Holders of Bonds representing more than 50% of the
Voting Rights of the Bonds delivered to the Issuer and the retiring Indenture
Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable
requirements of Section 6.10, become the successor Indenture Trustee. If, within
120 days after such resignation, removal or incapacity, or the occurrence of
such vacancy, no successor Indenture Trustee shall have been so appointed and
accepted appointment in the manner required by Section 6.10, any Bondholder that
has been a bona fide Holder for at least six months may, on its own behalf and
on behalf of all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.
(g) The successor Indenture Trustee shall give notice of any
resignation or removal of the Indenture Trustee by mailing notice of such event
by first-class mail, postage prepaid, to the Holders of the Bonds as their names
and addresses appear in the Bond Register. Each notice shall include the name of
the successor Indenture Trustee and the address of its Corporate Trust Office.
(h) In the event of any removal of or resignation by the Indenture
Trustee, the Indenture Trustee's entitlement under Section 6.07 for compensation
and reimbursement of costs and expenses accrued prior to the time of such
resignation or removal, and all rights pertaining thereto, shall survive;
provided, however, that if the Indenture Trustee is removed without cause, all
costs and expenses incurred by the Indenture Trustee and the Fiscal Agent in
connection with such removal shall be reimbursed by the Issuer.
(i) Upon the resignation or removal of the Indenture Trustee, the
Fiscal Agent shall automatically be deemed to have been removed.
Section 6.10 Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor Indenture
Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge
and deliver to the Issuer and to the retiring Indenture Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective and such successor Indenture
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Indenture Trustee;
provided that on the request of the Issuer or the successor Indenture Trustee,
such retiring Indenture Trustee shall, upon payment of its then unpaid fees and
charges, execute and deliver an instrument transferring to such successor
Indenture Trustee all the rights, powers and trusts of the retiring Indenture
Trustee, all property and money held by such retiring Indenture Trustee
hereunder, and shall take such action as may be requested by the Issuer to
provide for the appropriate interest in the Trust Estate to be vested in such
successor Indenture Trustee (except that it shall not be responsible for the
recording of such documents and instruments as may be necessary to give effect
to the foregoing). Upon request of any such successor Indenture Trustee, the
Issuer shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Indenture Trustee all such rights,
powers and trusts referred to in this Section 6.10.
Upon acceptance of appointment by a successor Indenture Trustee as
provided in this Section 6.10, the successor Indenture Trustee shall, at the
expense of the Issuer, mail notice thereof by first class mail, postage prepaid,
to the Holders of the Bonds at the Holders' addresses appearing upon the Bond
Register.
Any successor Indenture Trustee or Fiscal Agent hereunder must, at
the time of such successor's acceptance of its appointment, meet the eligibility
requirements set forth in Section 6.08.
Section 6.11 Merger, Conversion, Consolidation or Succession to
Business.
Any institution into which the Indenture Trustee may be merged or
converted or with which it may be consolidated, or any institution resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any institution succeeding to all or substantially all the
corporate trust business of the Indenture Trustee, shall be the successor of the
Indenture Trustee hereunder, provided that such institution shall be otherwise
qualified and eligible under Section 6.08, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. Section
6.12 Preferential Collection of Claims against the Issuer.
If and for so long as this Indenture is required to be qualified
under the Trust Indenture Act, the Indenture Trustee shall be subject to TIA ss.
311(a), excluding any creditor relationship listed in TIA ss. 311(b), and an
Indenture Trustee who has resigned or been removed shall be subject to TIA ss.
311(a) to the extent indicated therein.
Section 6.13 Separate Trustees and Co-Trustees.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting legal requirements of the Trust Indenture Act, if
applicable, or of any jurisdiction in which any part of a Trust Estate may at
the time be located, the Indenture Trustee shall have the power to, and shall
execute and deliver all instruments to, appoint one or more Persons to act as
separate trustees or co-trustees hereunder, jointly with the Indenture Trustee
(or, in any jurisdiction in which the Indenture Trustee is incompetent or
unqualified to perform certain acts, singly upon such separate trustee or
co-trustee, who will exercise and perform such rights, powers, duties and
obligations solely at the direction of the Indenture Trustee), of any portion of
a Trust Estate subject to this Indenture, and any such Persons shall be such
separate trustee or co-trustee, with such powers and duties consistent with this
Indenture as shall be specified in the instrument appointing such Person but
without thereby releasing the Indenture Trustee from any of its duties
hereunder. If the Indenture Trustee shall request the Issuer to do so, the
Issuer shall join with the Indenture Trustee in the execution of such
instrument, but the Indenture Trustee shall have the power to make such
appointment without making such request. A separate trustee or co-trustee
appointed pursuant to this Section 6.13 need not meet the eligibility
requirements of Section 6.08.
(b) Every separate trustee and co-trustee shall, to the extent not
prohibited by Law, be subject to the following terms and conditions:
(i) the rights, powers, duties and obligations conferred or imposed
upon such separate or co-trustee shall be conferred or imposed upon and
exercised or performed by the Indenture Trustee, or the Indenture Trustee
and such separate or co-trustee jointly, as shall be provided in the
appointing instrument, except to the extent that under any Law of any
jurisdiction in which any particular act is to be performed the Indenture
Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and
performed by such separate trustee or co-trustee;
(ii) all powers, duties, obligations and rights conferred upon the
Indenture Trustee, in respect of the custody of all cash deposited
hereunder shall be exercised solely by the Indenture Trustee; and
(iii) the Indenture Trustee may at any time by written instrument
accept the resignation of or remove any such separate trustee or
co-trustee, and, upon the request of the Indenture Trustee, the Issuer
shall join with the Indenture Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to make
effective such resignation or removal, but the Indenture Trustee shall have
the power to accept such resignation or to make such removal without making
such request. A successor to a separate trustee or co-trustee so resigning
or removed may be appointed in the manner otherwise provided herein.
(c) Such separate trustee or co-trustee, upon acceptance of such
trust, shall be vested with the estates or property specified in such
instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall
take such action as may be necessary to provide for the appropriate interest in
the Trust Estate to be vested in such separate trustee or co-trustee. Any
separate trustee or co-trustee may, at any time, by written instrument
constitute the Indenture Trustee, its agent or attorney in fact with full power
and authority, to the extent permitted by Law, to do all acts and things and
exercise all discretion authorized or permitted by it, for and on behalf of it
and in its name. If any separate trustee or co-trustee shall be dissolved,
become incapable of acting, resign, be removed or die, all the estates,
property, rights, powers, trusts, duties and obligations of said separate
trustee or co-trustee, so far as permitted by Law, shall vest in and be
exercised by the Indenture Trustee, without the appointment of a successor to
said separate trustee or co-trustee, until the appointment of a successor to
said separate trustee or co-trustee is necessary as provided in this Indenture.
The appointment of a separate or co-trustee shall in no way release the
Indenture Trustee from any of its duties or responsibilities hereunder.
(d) No co-trustee or separate trustee hereunder shall be liable by
reason of any act or omission of the Indenture Trustee or of any other such
trustee hereunder.
(e) Any notice, request or other writing, by or on behalf of any
Bondholder, delivered to the Indenture Trustee shall be deemed to have been
delivered to all separate trustees and co-trustees.
Section 6.14 Appointment of Custodians.
The Indenture Trustee may, with the consent of the Issuer, appoint
at the Indenture Trustee's own expense one or more Custodians to hold, as agent
for the Indenture Trustee, all or a portion of any documents and/or instruments
relating to the Mortgage Collateral otherwise required to be held by the
Indenture Trustee hereunder; provided that if the Custodian is an Affiliate of
the Indenture Trustee such consent of the Issuer need not be obtained and the
Indenture Trustee shall merely inform the Issuer of such appointment. Each
Custodian shall be a depository institution supervised and regulated by a
Federal or State banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any documents relating to any item of Mortgage Collateral, shall
not be the Issuer, the Depositor, a Mortgage Loan Seller or any Affiliate of any
of the foregoing Persons, and shall have in place a fidelity bond and errors and
omissions policy, which satisfies the requirements set forth in clause (iii) of
the definition of Qualified Insurer in Annex 1 hereto, covering such Custodian's
officers and employees in connection with its activities under this Indenture.
Each Custodian shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the
Indenture Trustee hereunder in connection with the retention of documents
relating to any item of Mortgage Collateral directly by the Indenture Trustee.
The appointment of one or more Custodians shall not relieve the Indenture
Trustee from any of its obligations hereunder, and the Indenture Trustee shall
remain responsible for all acts and omissions of any Custodians.
Section 6.15 Inspection and Copying of Certain Documents.
(a) The Indenture Trustee shall make available for inspection and
copying (by Persons satisfying the requirements of Section 6.15(b)) at the
Corporate Trust Office during normal business hours, upon reasonable advance
written notice and at the expense of the requester, originals or copies of,
among other things, the following items (to the extent such items are in the
possession of the Indenture Trustee): (i) the Operative Agreements, (ii) all
reports prepared by the Indenture Trustee, the Master Servicer and Special
Servicer delivered to holders of the relevant Class of Offered Bonds since the
Closing Date, (iii) all Officer's Certificates delivered to the Indenture
Trustee by the Master Servicer and/or Special Servicer since the Closing Date,
(iv) all accountant's reports delivered to the Indenture Trustee in respect of
the Master Servicer and/or Special Servicer since the Closing Date, and (v) any
Asset Strategy Report prepared by the Special Servicer.
Upon written request made to the Corporate Trust Office by a Person
satisfying the requirements of Section 6.15(b), the Indenture Trustee shall
provide copies of the items specified in parts (i) through (v) of this Section
6.15(a) to such Person, provided, however, that the Indenture Trustee may charge
such requester its costs and expenses associated with fulfilling such request.
(b) The Indenture Trustee shall provide access for inspection and
copying purposes and fulfill requests for copies pursuant to Section 6.15(a)
only to Bondholders, Bond Owners and prospective purchasers of Bonds and
interests therein. The Indenture Trustee may require (i) in the case of a Bond
Owner, a written confirmation executed by the requesting Person, in a form
reasonably acceptable to the Indenture Trustee, generally to the effect that
such Person is a beneficial owner of Bonds, is requesting the information for
use by it or another Person in evaluating an investment in the Bonds and will
otherwise keep such information confidential and (ii) in the case of a
prospective purchaser of a Bond, confirmation executed by the requesting Person,
in a form reasonably acceptable to the Indenture Trustee, generally to the
effect that such Person is a prospective purchaser of Bonds or an interest
therein, is requesting the information for use in evaluating a possible
investment in the Bonds and will otherwise keep such information confidential.
Bondholders, by the acceptance of their Bonds, shall be deemed to have agreed to
keep such information confidential.
Section 6.16 Representations and Warranties of the Indenture
Trustee.
The Indenture Trustee hereby represents and warrants to the Issuer
and for the benefit of the Bondholders, as of the Closing Date, that:
(a) The Indenture Trustee is a national banking association, duly
organized, validly existing and in good standing under the Laws of the United
States;
(b) The execution and delivery of this Indenture and the Servicing
Agreement by the Indenture Trustee, and the performance and compliance with the
terms of this Indenture and the Servicing Agreement, will not violate the
Indenture Trustee's organizational documents or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other instrument to
which it is a party or which is applicable to it or any of its assets;
(c) The Indenture Trustee has the full power and authority to enter
into and consummate all transactions contemplated by this Indenture and the
Servicing Agreement, has duly authorized the execution, delivery and performance
of this Indenture and the Servicing Agreement, and has duly executed and
delivered this Indenture and the Servicing Agreement;
(d) This Indenture and the Servicing Agreement, assuming their due
authorization, execution and delivery by each of the other parties hereto and
thereto, constitute valid, legal and binding obligations of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with the terms
hereof or thereof, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other Laws affecting the enforcement of
creditors' rights generally and the rights of creditors of national banking
associations specifically and (ii) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at Law;
(e) The Indenture Trustee is not in violation of, and its execution
and delivery of this Indenture and the Servicing Agreement and its performance
and compliance with the terms of this Indenture and the Servicing Agreement will
not constitute a violation of, any Law (subject to the appointment in accordance
with such applicable Laws of any co-trustee or separate trustee required
pursuant to this Indenture and the Servicing Agreement), any order or decree of
any court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation, in the Indenture
Trustee's good faith and reasonable judgment, is likely to affect materially and
adversely the ability of the Indenture Trustee to perform its obligations under
this Indenture and the Servicing Agreement;
(f) No litigation is pending or, to the best of the Indenture
Trustee's knowledge, threatened against the Indenture Trustee which would
prohibit the Indenture Trustee from entering into this Indenture and the
Servicing Agreement, or, in the Indenture Trustee's good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the
Indenture Trustee to perform its obligations under this Indenture and the
Servicing Agreement;
(g) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Indenture Trustee of, or compliance by the Indenture Trustee
with, this Indenture and the Servicing Agreement, or the consummation of the
transactions contemplated by this Indenture and the Servicing Agreement, except
for any consent, approval, authorization or order which has not been obtained or
cannot be obtained prior to the actual performance by the Indenture Trustee of
its obligations under this Indenture and the Servicing Agreement, and which, if
not obtained would not have a materially adverse effect on the ability of the
Indenture Trustee to perform its obligations under this Indenture and the
Servicing Agreement; and
(h) As of the Closing Date the Corporate Trust Office is located at
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674.
ARTICLE VII
BONDHOLDER LISTS AND REPORTS
Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses
of Bondholders.
The Bond Registrar, on behalf of the Issuer, will furnish or cause
to be furnished to the Indenture Trustee not more than five days after each
January 1 and June 1 (commencing with the first such date that is not more than
six months after the related Closing Date), and at such other times as the
Indenture Trustee may request in writing, a list, in such form as the Indenture
Trustee may reasonably require, of the names and addresses of the Bondholders as
of a date not more than 10 days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Bond Registrar,
no such list shall be required to be furnished.
Section 7.02 Preservation of Information; Communications to
Bondholders.
(a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.01.
The Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.
(b) Bondholders may communicate pursuant to TIA ss. 312(b) with
other Bondholders with respect to their rights under this Indenture or under the
Bonds, and the Indenture Trustee shall comply with the TIA ss. 312(b).
(c) The Issuer, the Indenture Trustee and the Bond Registrar shall
have the protection of TIA ss. 312(c).
Section 7.03 Reports by Indenture Trustee.
(a) Within 30 days after May 15 of each year (the "Reporting Date"),
commencing May 15, 2000, the Indenture Trustee shall mail to all Bondholders as
described in TIA ss. 313(c), a brief report, dated as of such Reporting Date
with respect to such Bonds, that complies with TIA ss. 313(a) (but if no event
set forth in TIA ss. 313(a) has occurred, the Indenture Trustee shall not be
required to deliver such report). The Indenture Trustee shall also mail to all
such Bondholders any reports required by TIA ss. 313(b). For purposes of the
information required to be included in such reports pursuant to TIA ss.ss.
313(a)(3) or 313(b)(2), the principal amount of "indenture securities"
outstanding on the date as of which such information is provided shall be the
aggregate Bond Principal Amount of Outstanding Bonds covered by the report.
(b) A copy of each report required under this Section 7.03 shall, at
the time of such transmission to Holders of the Bonds covered by such report, be
filed by the Indenture Trustee with the Commission.
Section 7.04 SEC Reporting.
Based on information furnished to it by the Master Servicer and the
Issuer (in 80 column unformatted electronic format acceptable to the Indenture
Trustee), the Indenture Trustee will prepare and file with the Commission on
Forms 8-K and 10-K (including EDGAR filings), on behalf of the Issuer, the
monthly reports, any reports provided to it by the Master Servicer in 80 column
unformatted electronic format, and any other information reports requested by
the Issuer provided to it by the Issuer in 80 column unformatted electronic
format. The Indenture Trustee shall have no responsibility to file any items
other than those specified in this Section 7.04. Prior to January 2, 2000 (and
each anniversary thereafter until directed by the Issuer to file a Form 15
delisting the transaction), the Indenture Trustee shall hire counsel selected by
the Issuer to file reports on Form 10-K on behalf of the Trust Estate for the
preceding fiscal year. Any fees and expenses incurred by the Indenture Trustee
in connection with this Section 7.04 (including reasonable attorneys' fees)
shall be reimbursed to it by the Issuer. Manually-signed copies of each report
shall be delivered to the Issuer to the attention of the Secretary (or such
other Persons as are designated in writing by the Issuer), with a copy to the
Indenture Trustee.
Section 7.05 Report by Issuer.
(a) The Issuer shall furnish to the Indenture Trustee, not less
often than annually, a certificate from the principal executive officer,
principal financial officer or principal accounting officer of the Issuer as to
such officer's knowledge of the Issuer's compliance with all conditions and
covenants of this Indenture which compliance shall be determined without regard
to any period of grace or requirement of notice provided hereunder.
(b) Unless and until changed by notice in writing from the Issuer to
the Indenture Trustee, the fiscal year of the Issuer shall end on December 31 of
each year.
Section 7.06 Statements to Bondholders.
(a) On each Payment Date, based on and to the extent of information
provided by the Servicers, the Indenture Trustee shall furnish to each
Bondholder and each Bond Owner which shall have certified to the Indenture
Trustee that it is a Bond Owner, the Issuer, each Servicer, and each Rating
Agency, the following reports setting forth certain information with respect to
the Mortgage Loans and the Bonds:
(i) a statement setting forth the following: (A) the amount of
payments, if any, made on such Payment Date to the holders of each Class of
Bonds applied to reduce the respective Bond Principal Amounts thereof; (B)
with respect to each Class of Bonds (other than the Class S, Class X and
Class H Bonds), the amount of payments allocable to interest accrued at the
respective Bond Interest Rates and the amount, if any, by which such
payment was reduced by Prepayment Interest Shortfalls, Realized Losses; (C)
the number of outstanding Mortgage Loans and the aggregate Stated Principal
Balance of the Mortgage Loans at the close of business on the last day of
the related Collection Period; (D) the number and aggregate Stated
Principal Balance of Mortgage Loans (1) delinquent one month, (2)
delinquent two months, (3) delinquent three or more months, or (4) as to
which foreclosure proceedings have commenced; (E) with respect to any REO
Property included in the Trust Estate, details pertaining to each
individual REO Property including the loan number of the related REO
Mortgage Loan, the unpaid principal balance of the related REO Mortgage
Loan (and all REO Mortgage Loans in the aggregate), the date that such
Mortgaged Property became an REO Property, the book value of such REO
Property (which will equal the unpaid principal balance of such Mortgage
Loan at the time of foreclosure) and any net income received on such REO
Property during the related Collection Period; (F) with respect to any REO
Property sold or otherwise disposed of during the related Collection
Period, the amount of sale proceeds and other amounts, if any, received in
respect of such REO Property during the related Collection Period; (G) as
to any Mortgage Loan repurchased by the Mortgage Loan Seller or Loan
Originator or otherwise liquidated during the related Collection Period,
the loan number thereof and the amount of the proceeds of such repurchase
or other liquidation; (H) the aggregate Bond Principal Amount of each Class
of Bonds before and after giving effect to the payments made on such
Payment Date; (I) the aggregate amount of unscheduled principal collections
made during the related Collection Period and the cumulative amount of such
collections including such Collection Period; (J) the Bond Interest Rate
applicable to each Class of Bonds (other than the Class S, Class X and
Class H Bonds) for such Payment Date; (K) the aggregate amount of servicing
compensation retained by or paid to each Servicer during the related
Collection Period; (L) the amount of Realized Losses, shortfalls, and/or
expenses, if any, incurred with respect to the Mortgage Loans during the
related Collection Period; (M) the aggregate amount of Advances outstanding
that have been made by each of the Servicers, the Indenture Trustee, or the
Fiscal Agent; (N) the amount of any Appraisal Reduction Amounts for the
related Collection Period, on a loan-by-loan basis; (O) the amount of
Prepayment Interest Excess and an accounting as to the manner in which the
same was allocated pursuant to this Indenture; and (P) with respect to any
Specially Serviced Mortgage Loan, the Special Servicer Report, to the
extent such report is delivered to the Indenture Trustee by the Special
Servicer. In the case of information pursuant to subclasses (A), (B) and
(H) above, the amounts shall be expressed in the aggregate for all Bonds
and in amounts allocable per $1,000 of Bond denomination.
(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 the Prospectus Supplement prepared in connection with the
initial offering of the Bonds in the tables under the caption "Description
of the Mortgage Pool -- Certain Characteristics of the Mortgage Loans"
(calculated where applicable on the basis of the most recent relevant
information provided by the Mortgagors to the Servicers and by the
Servicers to the Indenture Trustee) and such information shall be presented
in a tabular format substantially similar to the format utilized in the
Prospectus Supplement under such caption.
(iii) Other reports containing loan-by-loan information relating to
Mortgage Loans that (A) have not made the most recent Monthly Payment then
due, (B) have been classified as Specially Serviced Mortgage Loans or (C)
that have experienced a Realized Loss.
The Indenture Trustee shall make the foregoing reports accessible
via automated facsimile by placing a telephone call to (714) 282-5518 and
following the voice commands to request "statement number 370." Account numbers
on the ASAP System may be obtained by calling the same telephone number and
following the voice prompts for obtaining account numbers, or by calling (800)
246-5761. The Indenture Trustee may make available through its electronic
bulletin board system, on a confidential basis, certain information related to
the Mortgage Loans. The bulletin board may be accessed by calling (714)
282-3990. Investors that have an account on the bulletin board may retrieve the
loan level data file for each transaction in the directory. Certain information
regarding the Mortgage Loans shall be made available at the website maintained
by the Indenture Trustee at "www.lnbabs.com."
(b) The Indenture Trustee shall mail or otherwise provide to any
Person requesting a copy of the reports delivered to Bondholders pursuant to the
first paragraph of clause (a) above, a copy of such reports. The Indenture
Trustee shall be entitled to charge such Person a nominal fee to cover the cost
of such mailing.
(c) The Indenture Trustee is hereby authorized to furnish to the
Rating Agencies, the Bondholders and/or to the public any other information
(such other information, collectively, "Additional Information") with respect to
the Mortgage Loans, any Mortgaged Property or the Issuer as may be provided to
it by the Issuer, the Master Servicer or Special Servicer or gathered by it in
any investigation or other manner from time to time, provided that (A) any such
Additional Information shall only be furnished with the consent or at the
request of the Issuer, (B) the Indenture Trustee shall be entitled to indicate
the source of all information furnished by it and the Indenture Trustee may
affix thereto any disclaimer it deems appropriate in its sole discretion
(including any warnings as to the confidential nature and/or the uses of such
information as it may, in its sole discretion, determine appropriate), (C) the
Indenture Trustee shall be entitled (but not obligated) to require payment from
each recipient of a reasonable fee for, and its out-of-pocket expenses incurred
in connection with, the collection, assembly, reproduction or delivery of any
such Additional Information and (D) the Indenture Trustee shall be entitled to
distribute or make available such information in accordance with such reasonable
rules and procedures as it may deem necessary or appropriate (which may include
the requirement that an agreement executed by the recipient that provides such
information shall be used solely for purposes of evaluating the investment
characteristics or valuation of the Bonds). Nothing herein shall be construed to
impose upon the Indenture Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Indenture Trustee shall neither have any liability for furnishing nor for
refraining from furnishing Additional Information in any instance. The Indenture
Trustee shall be entitled (but not required) to require that any consent,
direction or request given to it pursuant to this Section 7.06 be made in
writing.
Furthermore, the Indenture Trustee will supply to any Bondholder so
requesting by telephone the Bond Interest Rates on any Class of Bonds (other
than the Class S, Class X and Class H Bonds) for the current and the immediately
preceding Interest Accrual Periods.
(d) The Retained Public Bonds and the Private Bonds will not be
treated as issued for purposes of federal income tax information reporting of
interest and original issue discount until such Bonds are sold to a Person other
than the Mortgage Loan Seller or a wholly-owned Affiliate of the Mortgage Loan
Seller and any original issue discount with respect to such Bonds shall be
determined only upon such a sale.
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.01 Payment Account.
(a) On or prior to the date hereof, the Indenture Trustee shall
establish (and, at all times thereafter, the Indenture Trustee shall maintain)
the Payment Account for the Bonds. The Payment Account shall consist solely of
one or more Eligible Accounts established and maintained in the name of the
Indenture Trustee (in such capacity) and, in each case, bearing a designation
clearly indicating that such account and all funds deposited therein are held
for the exclusive benefit of the Bondholders and, subject to the lien of this
Indenture, the Issuer.
The Indenture Trustee shall deposit or cause to be deposited in the
Payment Account, upon receipt, any and all amounts in respect of the Mortgage
Collateral remitted or advanced under the Servicing Agreement from time to time
except as provided in this Indenture. The Indenture Trustee, in accordance with
the terms of this Indenture, shall have exclusive control and sole right of
withdrawal with respect to the Payment Account. Funds in the Payment Account
shall not be commingled with any other monies. All monies deposited from time to
time in the Payment Account shall be held by and under the control of the
Indenture Trustee in the Payment Account for the benefit of the Bondholders and
the Issuer as herein provided. Amounts on deposit in the Payment Account shall
not be invested.
All amounts on deposit in the Payment Account shall be held
uninvested.
(b) Unless the Bonds have been declared due and payable pursuant to
Section 5.02 and payments and other collections from the Trust Estate are being
applied pursuant to Section 5.06, the Indenture Trustee is authorized to make
withdrawals from the Payment Account (the order set forth hereafter not
constituting an order of priority for such withdrawals) (i) to make payments on
the Bonds as provided herein, (ii) to pay Administrative Expenses and Additional
Expenses in respect of the Issuer or the Trust Estate, and (iii) to withdraw any
amounts deposited in the Payment Account in error.
Section 8.02 Other Accounts.
As and when required by the Servicing Agreement, the Issuer, the
Indenture Trustee and the Paying Agent, as applicable, shall establish and
maintain such other Accounts (in addition to the Payment Account) in respect of
the Bonds as are specified by, and in such manner and amounts and with such
depository institutions as are specified in, the Servicing Agreement. Deposits
to and disbursements from such other Accounts, and investments of amounts held
therein from time to time, shall be made as provided in the Servicing Agreement.
Section 8.03 Release of Trust Estate.
(a) Subject to the payment of the Indenture Trustee's fees and
expenses pursuant to Section 6.07 and to the payment of any other Administrative
Expenses, Servicing Expenses or Additional Expenses, the Indenture Trustee may
(subject to this Section 8.03), and when required by the provisions of this
Indenture shall, execute instruments prepared by the Issuer and reasonably
satisfactory to the Indenture Trustee to release property, securities or funds
constituting part of the Trust Estate from the lien of this Indenture, or convey
the Indenture Trustee's interest in the same, in a manner and under
circumstances which are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.
(b) The Indenture Trustee shall, at such time as there are no Bonds
Outstanding, and all sums due the Indenture Trustee pursuant to Section 6.07
have been paid, release any remaining portion of the Trust Estate from the lien
of this Indenture and release any funds then on deposit in any Account.
(c) Without restricting any other provision hereof regarding the
release of property, securities or funds, the Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.03 only upon
receipt of an Issuer Order accompanied by an Officer's Certificate, an Opinion
of Counsel and a certificate or opinion from an Accountant, in accordance with
TIA ss. 314(c) and meeting the applicable requirements of Section 14.01(a).
(d) Upon any release of property, securities or funds in accordance
with this Section 8.03, the Indenture Trustee shall automatically be released of
any obligations and responsibilities with respect to the property, securities
and funds so released (including being released from the claims of any Person
against such property, securities or funds released).
Section 8.04 Opinion of Counsel.
The Indenture Trustee shall receive at least seven (7) days notice
when requested by the Issuer to take any action pursuant to Section 8.03(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel, in
form and substance satisfactory to the Indenture Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Bonds or the rights of the Holders of such Bond in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Bondholders.
Without the consent of any Bondholders, the parties hereto at any
time and from time to time, may amend this Indenture or enter into one or more
indentures supplemental hereto, for any of the following purposes:
(i) to correct and amplify the description of any property at any
time subject to the lien of this Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to be
subjected to the lien of this Indenture, or to subject additional property
to the lien of this Indenture;
(ii) to add to the limitations and restrictions on the authorized
amount, terms and purposes of the issuance, authentication and delivery of
any Bonds, as herein set forth, additional limitations and restrictions
thereafter to be observed;
(iii) to evidence the succession, in compliance with the applicable
provisions herein, of another person to the Issuer, and the assumption by
any such successor of the covenants of the Issuer contained herein and in
the Bonds;
(iv) to add to the covenants of the Issuer or the Indenture Trustee,
for the benefit of the Holders, or to surrender any right or power herein
conferred upon the Issuer;
(v) to convey, transfer, assign, mortgage or pledge any property to
or with the Indenture Trustee;
(vi) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provisions
herein, or to amend any other provisions with respect to matters or
questions arising under this Indenture, provided that such action shall not
materially and adversely affect the interests of any of the Holders of the
Bonds, as evidenced by an Opinion of Counsel or by written confirmation
from the Ratings Agencies that such supplement will not cause an Adverse
Rating Event;
(vii) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant
to the requirements of Section 6.10 or 6.13; or (viii) to modify this
Indenture to the extent necessary to effect the Indenture Trustee's
qualification under the Trust Indenture Act or to comply with the
requirements of the Trust Indenture Act.
The Indenture Trustee is hereby authorized to join in the execution
of any such amendment or supplemental indenture and to make any further
appropriate agreements and stipulations which may be therein contained or
required. In connection with any such amendment or supplemental indenture, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel generally to
the effect that (i) such amendment is permitted pursuant to this Section 9.01
and (ii) such amendment will not adversely affect the federal income tax status
of the Issuer or of the Trust Estate. The Indenture Trustee may, in its
discretion, elect not to join in the execution of any amendment or supplemental
indenture if it determines that any such amendment or supplemental indenture
materially and adversely affects the rights, duties, liabilities and immunities
of the Indenture Trustee.
Section 9.02 Supplemental Indentures With Consent of Bondholders.
With the consent of the Holders of Bonds representing more than 50%
of the Voting Rights of each Class of Bonds, the Issuer and the Indenture
Trustee may amend this Indenture or enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture with respect
to such Bonds or of modifying in any manner the rights of the Bondholders under
this Indenture; provided that no such amendment or supplemental indenture shall,
without the consent of the Holder of each Outstanding Bond affected thereby:
(i) change the date of payment of any installment of principal of or
interest on, or any other amount payable to, any Bond, or reduce the Bond
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption
Price with respect thereto, change the provisions of this Indenture
relating to the application of payments, collections and/or distributions
on, or the proceeds of the sale of, the Trust Estate to payments of
principal of or interest on, or any other amount payable to, any Bonds or
change any place of payment where, or the coin or currency in which, any
Bond or the interest or thereon is payable, or impair the right to
institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on any Bond on or after
the respective due dates thereof (or, in the case of redemption, on or
after the applicable Redemption Date);
(ii) reduce the percentage of the Voting Rights allocated to, or the
percentage of the aggregate Bond Principal Amount of, any Class, the
consent of the Holders of Bonds representing which is required for the
execution of any such supplemental indenture, or the consent of the Holders
of Bonds representing which is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and
their consequences provided for in this Indenture;
(iii) modify or alter the provisions of the proviso to the
definition of the term "Outstanding";
(iv) reduce the percentage of the Voting Rights allocated to, or the
percentage of the aggregate Bond Principal Amount of, any Class of Bonds,
the consent or direction of the Holders of Bonds representing which is
required to allow or direct the Indenture Trustee to sell or liquidate the
Trust Estate pursuant to Section 5.04 or Section 5.12;
(v) modify any provision of this Section 9.02, except to increase
any percentage specified herein or to provide that certain additional
provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Bond affected thereby;
(vi) modify any of the provisions of this Indenture in such manner
as to affect the calculation of the amount of any payment of interest or
principal or any other amount due on any Bond on any Payment Date
(including the calculation of any of the individual components of such
calculation) or to affect the rights of the Holders of Bonds to the benefit
of any provisions for the mandatory redemption of the Bonds contained
herein; or
(vii) permit the creation of any lien ranking prior to or on a
parity with the lien of this Indenture with respect to any part of the
Trust Estate or terminate the lien of this Indenture on any property at any
time subject hereto or deprive the Holder of any Bond of the security
afforded by the lien of this Indenture, except as otherwise expressly
permitted hereby.
It shall not be necessary for the consent of Bondholders under this
Section 9.02 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.
For purposes of giving the consents contemplated by this Section
9.02, Bonds held by the Issuer, the Depositor and any Affiliate thereof will be
given the same regard as Bonds held by any other Person.
Section 9.03 Reserved.
Section 9.04 Delivery of Supplements and Amendments.
Promptly after the execution by the Issuer and the Indenture Trustee
of any supplemental indenture or amendment pursuant to the provisions hereof,
the Indenture Trustee, at the expense of the Issuer payable out of the Trust
Estate pursuant to Section 6.07, shall mail, first class postage prepaid, to
each Holder of Bonds to which such supplemental indenture or amendment relates a
notice setting forth in general terms the substance of such supplemental
indenture or amendment. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or amendment. Section 9.05
Execution of Supplemental Indentures.
In executing, or permitting the additional trusts created by, any
amendment or supplemental indenture permitted by this Article IX or in accepting
the modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, at the Issuer's expense payable out of the
Trust Estate pursuant to Section 6.07, and subject to Sections 6.01 and 6.03,
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Indenture Trustee may, but shall not be obligated to,
enter into any such amendment or supplemental indenture that affects the
Indenture Trustee's own rights, duties or immunities under this Indenture or
otherwise.
Section 9.06 Effect of Supplemental Indentures.
Upon the execution of any amendment or supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and shall be deemed
to be modified and amended in accordance therewith, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Bonds
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such amendment or supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.
Section 9.07 Conformity with Trust Indenture Act.
Every amendment and supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be required to be qualified under
the Trust Indenture Act as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee at the expense of the Issuer.
Section 9.08 Reference in Bonds to Supplemental Indentures.
Bonds authenticated and delivered after the execution of any
amendment or supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the
Indenture Trustee as to any matter provided for in such amendment or
supplemental indenture that affects such Bonds. If the Issuer or the Indenture
Trustee shall so determine, new Bonds so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such amendment or supplemental
indenture shall be prepared by the Indenture Trustee, executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Bonds affected by such amendment or supplemental indenture.
ARTICLE X
PAYMENTS
Section 10.01 Payment of Principal and Interest.
(a) All payments of interest and principal and any other amounts
made with respect to any Class of Bonds will be allocated pro rata among the
Outstanding Bonds of such Class based on the respective Bond Principal Amounts
thereof.
(b) On each Payment Date, and after making any payments pursuant to
Section 3.10 of this Indenture, unless the Bonds have been declared due and
payable pursuant to Section 5.02 and payments and other collections from the
Trust Estate are being applied pursuant to Section 5.06, the Indenture Trustee
shall withdraw from the Payment Account and apply the Available Payment Amount
for such Payment Date among the respective Classes of Bondholders and the
Ownership Certificateholder for the following purposes and in the following
order of priority, in each case to the extent of remaining funds:
(i) to (A) the Holders of the Class A-1 and Class A-2 Bonds in
respect of interest, up to an amount equal to all Accrued Bond Interest in
respect of each such Class of Bonds for the related Interest Accrual Period
and, to the extent not previously paid, for all prior Interest Accrual
Periods, together with interest on such previously unpaid Accrued Bond
Interest (to the extent permitted by applicable Law) at the applicable Bond
Interest Rate and (B) the Holders of the Class S Bonds, the Class S
Distributable Amount for such Payment Date, pro rata, with respect to the
Class A-1, Class A-2 and Class S Bonds, based on their entitlements to such
amounts;
(ii) to the Holders of the Class A-1 and Class A-2 Bonds,
sequentially in respect of principal, up to an amount equal to the lesser
of (A) the then aggregate Bond Principal Amount of the Class A-1 and/or
Class A-2 Bonds then entitled to receive principal and (B) the Principal
Payment Amount for such Payment Date; provided, that, if the aggregate
Stated Principal Balance of the Mortgage Loans is less than or equal to the
aggregate Outstanding Bond Principal Amount of the Class A-1 and Class A-2
Bonds immediately prior to such Payment Date, such principal will be paid
to the Holders of the Class A-1 and Class A-2 Bonds, pro rata, based on
their aggregate Bond Principal Amounts;
(iii) to the Holders of the Class A-3 Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(iv) after the aggregate Bond Principal Amount of the Class A-1 and
Class A-2 Bonds has been reduced to zero, to the Holders of the Class A-3
Bonds in respect of principal, up to an amount equal to the lesser of (A)
the then aggregate Bond Principal Amount of the Class A-3 Bonds and (B) the
excess, if any, of the Principal Payment Amount for such Payment Date over
any amounts paid as principal on such Payment Date on the Class A-1 and
Class A-2 Bonds pursuant to clause (ii) above;
(v) to the Holders of the Class B Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(vi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2 and Class A-3 Bonds has been reduced to zero, to the Holders of
the Class B Bonds in respect of principal, up to an amount equal to the
lesser of (A) the then aggregate Bond Principal Amount of the Class B Bonds
and (B) the excess, if any, of the Principal Payment Amount for such
Payment Date over any amounts paid as principal on such Payment Date on the
Class A-1, Class A-2 and Class A-3 Bonds pursuant to clauses (ii) and (iv)
above;
(vii) to the Holders of the Class C Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(viii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3 and Class B Bonds has been reduced to zero, to the
Holders of the Class C Bonds in respect of principal, up to an amount equal
to the lesser of (A) the then aggregate Bond Principal Amount of the Class
C Bonds and (B) the excess, if any, of the Principal Payment Amount for
such Payment Date over any amounts paid as principal on such Payment Date
on the Class A-1, Class A-2, Class A-3 and Class B Bonds pursuant to
clauses (ii), (iv) and (vi) above;
(ix) to (A) the Holders of the Class D Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate and (B)
the Holders of the Class X Bonds, the Class X Distributable Amount for such
Payment Date, pro rata with respect to the Class D and Class X Bonds, based
on their entitlements to such amounts;
(x) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B and Class C Bonds has been reduced to zero,
to the Holders of the Class D Bonds in respect of principal, up to an
amount equal to the lesser of (A) the then aggregate Bond Principal Amount
of the Class D Bonds and (B) the excess, if any, of the Principal Payment
Amount for such Payment Date over any amounts paid as principal on such
Payment Date on the Class A-1, Class A-2, Class A-3, Class B and Class C
Bonds pursuant to clauses (ii), (iv), (vi) and (viii) above;
(xi) to the Holders of the Class E Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C and Class D Bonds has been reduced
to zero, to the Holders of the Class E Bonds in respect of principal, up to
an amount equal to the lesser of (A) the then aggregate Bond Principal
Amount of the Class E Bonds and (B) the excess, if any, of the Principal
Payment Amount for such Payment Date over any amounts paid as principal on
such Payment Date on the Class A-1, Class A-2, Class A-3, Class B, Class C
and Class D Bonds pursuant to clauses (ii), (iv), (vi), (viii) and (x)
above;
(xiii) to (A) the Holders of the Class A-1 and Class A-2 Bonds, the
LIBOR Deficiency Amount for such Payment Date for each such Class, if any,
and to the extent not previously paid, for all prior Payment Dates,
together with interest on such previously unpaid LIBOR Deficiency Amounts
(to the extent permitted by applicable Law) at the applicable Bond Interest
Rate and (B) the Holders of the Class S Bonds, the sum of (1) the Class S
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class S Shortfalls (to the extent permitted by applicable
Law) at the Class S Rate and (2) if the Bonds are the subject of optional
redemption pursuant to Section 11.01 of this Indenture on such Payment
Date, the Class S Early Termination Amount, if any, pro rata, with respect
to the Class A-1, Class A-2 and Class S Bonds, based on their entitlements
to such amounts;
(xiv) to the Holders of the Class A-3, Class B, Class C, Class D and
Class E Bonds, in that order, the LIBOR Deficiency Amount for such Payment
Date for each such Class, if any, and to the extent not previously paid,
for all prior Payment Dates, together with interest on such previously
unpaid LIBOR Deficiency Amounts (to the extent permitted by applicable Law)
at the applicable Bond Interest Rate;
(xv) to the Holders of the Class F Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xvi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds has been
reduced to zero, to the Holders of the Class F Bonds in respect of
principal, up to an amount equal to the lesser of (A) the then aggregate
Bond Principal Amount of the Class F Bonds and (B) the excess, if any, of
the Principal Payment Amount for such Payment Date over any amounts paid as
principal on such Payment Date on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds pursuant to clauses (ii), (iv),
(vi), (viii), (x) and (xii) above;
(xvii) to the Holders of the Class G Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xviii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Bonds
has been reduced to zero, to the Holders of the Class G Bonds in respect of
principal, up to an amount equal to the lesser of (A) the then aggregate
Bond Principal Amount of the Class G Bonds and (B) the excess, if any, of
the Principal Payment Amount for such Payment Date over any amounts paid as
principal on such Payment Date on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E and Class F Bonds pursuant to clauses
(ii), (iv), (vi), (viii), (x), (xii) and (xvi) above;
(xix) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class
G Bonds has been reduced to zero, to the Holders of the Class H Bonds in
respect of principal, up to an amount equal to the lesser of (A) the then
aggregate Bond Principal Amount of the Class H Bonds and (B) the excess, if
any, of the Principal Payment Amount for such Payment Date over any amounts
paid as principal on such Payment Date to the Class A-1, Class A-2, Class
A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds pursuant
to clauses (ii), (iv), (vi), (viii), (x), (xii), (xvi) and (xviii) above;
(xx) to the Holders of the Class X Bonds, the sum of (A) the Class X
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class X Shortfalls (to the extent permitted by applicable
Law) at the Class X Rate and (B) if the Bonds are the subject of optional
redemption pursuant to Section 11.01 of this Indenture on such Payment
Date, the Class X Early Termination Amount, if any; and
(xxi) to or at the direction of the Ownership Certificateholder in
respect of the Issuer's Equity, any remaining portion of the Available
Payment Amount for such Payment Date.
(c) If the Bonds have been declared due and payable pursuant to
Section 5.02 and payments and other collections from the Trust Estate are to be
applied pursuant to Section 5.06, then the portion of such payments and other
collections allocable to make payments on the Bonds on each Payment Date shall
be applied among the respective Classes of Bondholders and the Ownership
Certificateholder for the following purposes and in the following order of
priority, in each case to the extent of remaining funds:
(i) to (A) the Holders of the Class A-1 and Class A-2 Bonds, in
respect of interest, up to an amount equal to all Accrued Bond Interest in
respect of each such Class of Bonds for the related Interest Accrual Period
and, to the extent not previously paid, for all prior Interest Accrual
Periods, together with interest on such previously unpaid Accrued Bond
Interest (to the extent permitted by applicable Law) at the applicable Bond
Interest Rate, and (B) the Holders of the Class S Bonds, the Class S
Distributable Amount, pro rata with respect to the Class A-1, Class A-2 and
Class S Bonds in accordance with their entitlements to such amounts;
(ii) to the Holders of the Class A-1 and Class A-2 Bonds, pro rata
in respect of principal, based on their respective aggregate Bond Principal
Amounts, until the aggregate Bond Principal Amount of such Bonds is reduced
to zero;
(iii) to the Holders of the Class A-3 Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(iv) after the aggregate Bond Principal Amount of the Class A-1 and
Class A-2 Bonds has been reduced to zero, to the Holders of the Class A-3
Bonds in respect of principal, until the aggregate Bond Principal Amount of
the Class A-3 Bonds is reduced to zero;
(v) to the Holders of the Class B Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(vi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2 and Class A-3 Bonds has been reduced to zero, to the Holders of
the Class B Bonds in respect of principal, until the aggregate Bond
Principal Amount of the Class B Bonds is reduced to zero;
(vii) to the Holders of the Class C Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(viii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3 and Class B Bonds has been reduced to zero, to the
Holders of the Class C Bonds in respect of principal, until the aggregate
Bond Principal Amount of the Class C Bonds is reduced to zero;
(ix) to (A) the Holders of the Class D Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate and (B)
the Holders of the Class X Bonds, the Class X Distributable Amount, pro
rata with respect to the Class D and Class X Bonds in accordance with their
entitlements to such amounts;
(x) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B and Class C Bonds has been reduced to zero,
to the Holders of the Class D Bonds in respect of principal, until the
aggregate Bond Principal Amount of the Class D Bonds is reduced to zero;
(xi) to the Holders of the Class E Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C and Class D Bonds has been reduced
to zero, to the Holders of the Class E Bonds in respect of principal, until
the aggregate Bond Principal Amount of the Class E Bonds is reduced to
zero;
(xiii) to (A) the Holders of the Class A-1 and Class A-2 Bonds, the
LIBOR Deficiency Amount for such Payment Date for each such Class, if any,
and to the extent not previously paid, for all prior Payment Dates,
together with interest on such previously unpaid LIBOR Deficiency Amounts
(to the extent permitted by applicable Law) at the applicable Bond Interest
Rate, and (B) the Holders of the Class S Bonds, the sum of (1) the Class S
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such unpaid
Class S Shortfalls (to the extent permitted by applicable Law) at the Class
S Rate and (2) the Class S Early Termination Amount, if any, pro rata with
respect to the Class A-1, Class A-2 and Class S Bonds in accordance with
their entitlements to such amounts;
(xiv) to the Holders of the Class A-3, Class B, Class C, Class D and
Class E Bonds, in that order, the LIBOR Deficiency Amount, for each such
Class, if any, and to the extent not previously paid, for all prior Payment
Dates, together with interest on such unpaid LIBOR Deficiency Amounts (to
the extent permitted by applicable Law) at the applicable Bond Interest
Rate;
(xv) to the Holders of the Class F Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xvi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds has been
reduced to zero and the Class S Bonds have been retired, to the Holders of
the Class F Bonds in respect of principal, until the aggregate Bond
Principal Amount of the Class F Bonds is reduced to zero;
(xvii) to the Holders of the Class G Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xviii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Bonds
has been reduced to zero and the Class S Bonds have been retired, to the
Holders of the Class G Bonds in respect of principal, until the aggregate
Bond Principal Amount of the Class G Bonds is reduced to zero;
(xix) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class
G Bonds has been reduced to zero and the Class S Bonds have been retired,
to the Holders of the Class H Bonds in respect of principal, until the
aggregate Bond Principal Amount of the Class H Bonds is reduced to zero;
(xx) to the Holders of the Class X Bonds, the sum of (A) the Class X
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class X Shortfalls (to the extent permitted by applicable
Law) at the Class X Rate and (B) the Class X Early Termination Amount, if
any; and
(xxi) after the aggregate Bond Principal Amount of all the Bonds
(other than the Class S and Class X Bonds) has been reduced to zero, and
the Class S and Class X Bonds have been retired, to or at the direction of
the Ownership Certificateholder in respect of the Issuer's Equity, any
remaining funds.
(d) Until such time as the Indenture Trustee receives contrary
instructions from the Owner Trustee in writing, the Indenture Trustee is hereby
authorized and agrees to make all payments that are to be made to or at the
direction of the Issuer pursuant to either of subsections (b) or (c) of this
Section 10.01 or pursuant to Section 5.06 directly to the Mortgage Loan Seller
as the sole holder of all the Ownership Certificates, by wire transfer in
accordance with written wiring instructions provided by the Depositor. This
Section 10.01(d) shall constitute a direction made by the Owner Trustee in
accordance with Section 4.2 of the Deposit Trust Agreement, and all payments
made pursuant to this Section 10.01(d) shall constitute distributions made
pursuant to Section 4.1(b) of the Deposit Trust Agreement. The Indenture Trustee
agrees to accept and act in accordance with such alternative payment
instructions to a single account with respect to monies payable to or at the
direction of the Ownership Certificateholder as the Owner Trustee or the
Ownership Certificateholder shall provide in writing no less than five (5)
Business Days prior to the related Payment Date. In connection with making any
payments pursuant to this Section 10.01(d), the Indenture Trustee shall promptly
provide to the Owner Trustee and the Administrator by facsimile transmission and
first-class mail, postage prepaid, a written statement detailing the amounts so
paid.
(e) Subject to Section 2.07(f), the Issuer shall duly and punctually
pay the principal of and interest on and other amounts payable in respect of the
Bonds in accordance with the terms of the Bonds and this Indenture. Amounts
properly withheld under the Code by any Person from a payment to any Bondholder
of interest or principal shall be considered as having been paid by the Issuer
to such Bondholder for all purposes of this Indenture.
ARTICLE XI
OPTIONAL REDEMPTION OF BONDS BY THE OWNERSHIP CERTIFICATEHOLDER
Section 11.01 Optional Redemption by the Ownership
Certificateholder.
(a) Provided that no Issuer Event of Default has occurred and is
continuing, on any Payment Date as of which the aggregate Stated Principal
Balance of the Mortgage Loans is less than 15% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-Off Date, the Ownership
Certificateholder shall have the option to purchase the assets of the Trust
Estate at the Redemption Price and thereby effect an early redemption of the
Bonds. The exercise of this option will terminate the Trust and retire the Bonds
then Outstanding. If the Ownership Certificateholder shall elect to purchase the
assets of the Trust Estate pursuant to this Section 11.01, it shall furnish
notice of such election to the Indenture Trustee not later than thirty (30) days
prior to the anticipated purchase date. All of the Outstanding Bonds shall be
due and payable on the Redemption Date and the Indenture Trustee shall furnish a
notice complying with Section 11.02 to each Holder of the Class or Classes being
called for redemption pursuant to this Section 11.01. The Ownership
Certificateholder's option to purchase the assets of the Trust Estate shall be
evidenced by an Issuer Order directing the Indenture Trustee to permit the
Ownership Certificateholder to purchase such assets of the Trust Estate and
thereby cause a redemption of the Bonds on the Redemption Date and at the
Redemption Price specified in such Issuer Order.
(b) In the case of a redemption pursuant to this Section 11.01, on
or before the Remittance Date preceding the related Redemption Date, the
Ownership Certificateholder, at the instruction of the Indenture Trustee, shall
deposit into the Payment Account an amount equal to the Redemption Price for the
Mortgage Loans to be purchased.
(c) On any Redemption Date, following the payments to be made on
such date pursuant to Section 10.01(b), the Indenture Trustee shall withdraw
from the Payment Account and, subject to Section 2.07(d) hereof, pay, to the
extent not paid pursuant to Section 10.01(b), to the Holders of the Bonds (other
than the Class S and Class X Bonds) to be redeemed the remaining Bond Principal
Amount thereof, together with any unpaid interest thereon and any unpaid LIBOR
Deficiency Amounts, if any, together with accrued and unpaid interest thereon
through the end of the related Interest Accrual Period, and to the Holders of
the Class S and Class X Bonds to be redeemed, the amounts specified in clause
(ii) and (iii), respectively, of the definition of "Bond Redemption Amount."
Section 11.02 Form of Optional Redemption Notice.
Notice of redemption under Section 11.01 shall be given by the
Indenture Trustee, by first-class mail, postage prepaid, mailed not less than
ten (10) days prior to the applicable Redemption Date, to each Person in whose
name a Bond to be redeemed is registered as of the close of business on the
Record Date preceding the applicable Redemption Date at such Holder's address
appearing in the Bond Register.
The notice of optional redemption shall include:
(i) the Redemption Date;
(ii) the Redemption Price; and
(iii) if Bonds of a Class are to be paid in full on a Redemption
Date, the fact of such expectation of payment in full, the place(s) where
such Bonds may be surrendered for payment of the Redemption Price (which
shall include the office or agency to be maintained as provided in Section
3.02), and that no interest shall accrue on such Bonds for any period after
the end of the Interest Accrual Period relating to such Redemption Date.
Notice of Redemption as specified herein shall be given by the
Indenture Trustee in the name of and at the expense of the Issuer. Failure to
give notice of redemption, or any defect therein, to any Holder of any Bond
selected for redemption shall not impair or affect the validity of the
redemption of any other Bond so selected.
Section 11.03 Bonds Payable on Redemption Date.
Notice of redemption having been given as provided in Section 11.02,
the Bonds to be redeemed shall, on the applicable Redemption Date, become due
and payable at the Redemption Price, and unless the Ownership Certificateholder
shall default in the payment of the Redemption Price, no interest shall accrue
on the Bond Principal Amount of such Bonds or portions thereof to be redeemed
for any period after the end of the Interest Accrual Period relating to such
Redemption Date.
ARTICLE XII
BONDHOLDERS' MEETING
Section 12.01 Purposes for Which Meetings May Be Called.
A meeting of Bondholders of any Class may be called at any time and
from time to time pursuant to the provisions of this Article XII for any of the
following purposes:
(i) to give any notice to the Issuer or to the Indenture Trustee, to
give any direction to the Indenture Trustee, to consent to the waiver of
any default hereunder and its consequences, or to take any other action
authorized to be taken by Bondholders pursuant to any of the provisions of
Article V;
(ii) to remove the Indenture Trustee and appoint a successor trustee
pursuant to the provisions of Article VI;
(iii) to consent to the execution of an amendment or amendments
hereof or to an indenture or indentures supplemental hereto pursuant to the
provisions of Article IX; or
(iv) to take any other action authorized to be taken by or on behalf
of the Holders of any Class under any other provision of this Indenture or
under applicable Law.
Section 12.02 Manner of Calling Meetings.
The Indenture Trustee may at any time call a meeting of Bondholders
of any Class to take any action specified in Section 12.01, to be held at such
time and at such place in the continental United States as the Indenture Trustee
shall determine. Notice of every meeting of the Bondholders of any Class,
setting forth the time and the place of such meeting, shall be mailed not less
than twenty (20) or more than sixty (60) days prior to the date fixed for the
meeting to each such Bondholder as provided in Section 14.05. Any failure of the
Indenture Trustee to mail notice to every Bondholder of the applicable Class or
any defect in mailing the notice shall not impair or affect the validity of the
meeting. The Indenture Trustee may fix, in advance, a date as the record date
for determining the Bondholders of the applicable Class entitled to notice of or
to vote at any such meeting not less than twenty (20) nor more than seventy-five
(75) days prior to the date fixed for such meeting.
Section 12.03 Call of Meeting by the Indenture Trustee or
Bondholders.
If, at any time, the Indenture Trustee, pursuant to an Issuer Order,
shall have been requested to call a meeting of the Bondholders of any Class, or
the Holders of Bonds representing at least 10% of the Voting Rights of any Class
shall have requested the Indenture Trustee to call a meeting of Bondholders of
such Class, to take any action authorized in Section 12.01, by written request
setting forth in reasonable detail the action proposed to be taken at such
meeting, and the Indenture Trustee shall not have mailed notice of such meeting
within fifteen (15) days after receipt of such request, then the Indenture
Trustee or the Holders of Bonds of the applicable Class representing at least
10% of the Voting Rights of such Class may determine the time and the place for
such meeting, the record date for determining the Bondholders entitled to notice
of or to vote at such meeting, and may call such meeting only to take any action
authorized in Section 12.01, by mailing notice thereof as provided in Section
12.02.
Section 12.04 Who May Attend and Vote at Meetings.
To attend and to be entitled to vote at any meeting of Bondholders a
Person shall (i) be a Holder on the applicable Record Date of one or more Bonds
of the Class with respect to which such meeting was called or (ii) be a Person
appointed by an instrument in writing as proxy by a Holder described in the
immediately preceding clause (i). The only Persons who shall be entitled to be
present or to speak at any meeting of Bondholders of any Class shall be the
Persons entitled to vote at such meeting and their counsel, and any
representatives of the Issuer and the Indenture Trustee and their counsel.
Section 12.05 Regulations May Be Made by Indenture Trustee.
Notwithstanding any other provisions of this Indenture, the
Indenture Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Bondholders, in regard to proof of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Bonds shall be proved in the manner specified in
Section 14.03(a) and the appointment of any proxy shall be proved in the manner
specified in such Section 14.03; provided, however, that such regulations may
provide that written instruments appointing proxies regular on their face may be
presumed valid and genuine without the proof hereinabove or in such Section
14.03(a) specified.
The Indenture Trustee shall, by written instrument, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Indenture Trustee as a result of its receipt of an Issuer's Order or by
Bondholders as provided in Section 12.03, in which case the Indenture Trustee or
the Bondholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and permanent secretary of
the meeting shall be elected by majority vote (calculated in accordance with the
following paragraph) of the Persons present at the meeting and entitled to vote.
At any meeting of Holders, each Person entitled to vote at such
meeting shall be entitled to vote provided, however, that no vote shall be cast
or counted at any meeting in respect of any Bond challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Bonds held by
him or instruments in writing as aforesaid duly designating such chairperson as
the proxy to vote on behalf of other Bondholders. Any meeting of Bondholders
duly called pursuant to the provisions of Section 12.02 or 12.03 may be
adjourned from time to time, and the meeting may be held as so adjourned without
further notice.
At any meeting of Holders, the presence of Persons holding or
representing Bonds of the applicable Class in Voting Rights sufficient to take
action upon the business for the transaction of which such meeting was called,
shall be necessary to constitute a quorum; but, if less than a quorum be
present, the Persons holding or representing Bonds of the applicable Class with
Voting Rights of more than 50% of the Voting Rights of all the Bonds of such
Class represented at the meeting may adjourn such meeting with the same effect,
for all intents and purposes, as though a quorum had been present.
Section 12.06 Manner of Voting at Meetings and Records To Be Kept.
The vote upon any matter submitted to any meeting of Bondholders
shall be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers of
the Bonds of the applicable Class held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Bondholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 12.02. The record shall show the serial numbers of the Bonds voting in
favor of and against any resolutions. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Issuer and the other to the Indenture
Trustee to be preserved by the Indenture Trustee.
Any record so signed and verified shall be conclusive evidence of
the matters therein stated.
Section 12.07 Exercise of Rights of Indenture Trustee and
Bondholders Not to be Hindered or Delayed.
Nothing contained in this Article XII shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Bondholders or any
rights expressly or implicitly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Indenture Trustee or to the Bondholders under any of the
provisions of this Indenture or of the Bonds. Any action specified in Section
12.01 may be effected by Act of the appropriate Bondholders or in any other
manner permitted hereby, without any meeting being called pursuant to this
Article XII.
ARTICLE XIII
MORTGAGE COLLATERAL AND SERVICING
Section 13.01 Delivery of Mortgage Collateral.
(a) The Indenture Trustee, by its execution and delivery of this
Indenture, acknowledges receipt by it or a Custodian on its behalf, subject to
the proviso in the definition of Mortgage Loan File, to any exceptions noted on
the Schedule of Exceptions to Mortgage Loan File Delivery attached hereto as
Exhibit C, to the provisions of Section 13.01(c) and to the further review
provided for in Section 13.01(b), of (i) the Mortgage Loan File with respect to
each Pledged Mortgage Loan, (ii) a fully executed counterpart of the Mortgage
Loan Purchase Agreement and the Warranty Agreement, and (iii) all other assets
delivered to it and included in the Trust Estate, in good faith and without
notice of any adverse claim, and declares that it or a Custodian on its behalf
holds and will hold such documents and the other documents received by it that
constitute portions of the Mortgage Loan Files, and that it holds and will hold
such other assets included in the Trust Estate, in trust for the exclusive use
and benefit of all present and future Bondholders and, subject to the lien of
this Indenture, the Issuer. In addition, the Indenture Trustee hereby certifies
to the Issuer, and for the benefit of the Bondholders that, as to each Pledged
Mortgage Loan listed on the Mortgage Loan Schedule, except as specifically
identified in the Schedule of Exceptions to Mortgage Loan File Delivery attached
hereto as Exhibit C, (i) all documents specified in clause (i) of the definition
of "Mortgage Loan File" are in its possession or the possession of a Custodian
on its behalf, (ii) all documents referred to in clause (i) of this sentence
received by it or any Custodian with respect to such Pledged Mortgage Loan have
been reviewed by it or by such Custodian on its behalf and appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor) and purport to relate to such
Pledged Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule
with original principal balance and Loan Maturity Date accurately reflects the
information set forth in the Mortgage Loan File.
The Indenture Trustee shall not (i) transfer legal title to, or
release from the lien of this Indenture, any of the Pledged Mortgage Loans or
any other asset constituting all or a portion of the Trust Estate (except as
expressly provided herein or permitted hereby) or (ii) permit any of the Pledged
Mortgage Loans or any other asset constituting all or a portion of the Trust
Estate to be subjected to any lien, claim or encumbrance arising by, through or
under the Indenture Trustee or any Person claiming by, through or under the
Indenture Trustee.
The Indenture Trustee shall hold that portion of the Trust Estate
delivered to the Indenture Trustee consisting of "instruments" (as such term is
defined in Section 9-105(i) of the Uniform Commercial Code as in effect in
Illinois on the date hereof) in Illinois and, except as otherwise specifically
provided in this Indenture, shall not remove such instruments from Illinois, as
applicable, unless it receives an Opinion of Counsel (obtained and delivered at
the expense of the Person requesting the removal of such instruments from
Illinois) that after such removal, the Indenture Trustee will possess a first
priority perfected security interest in such instruments.
(b) On or about the 30th day following the Closing Date (and, if any
exceptions are noted, again on or about the first anniversary of the Closing
Date), the Indenture Trustee shall, subject to Section 13.01(c), certify in
writing to the Issuer, the Master Servicer and the Special Servicer and for the
benefit of the Bondholders that, as to each Pledged Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Pledged Mortgage Loan as to which a
Liquidation Event has occurred or any Pledged Mortgage Loan specifically
identified in any exception report annexed thereto as not being covered by such
certification): (i) all documents specified in clauses (i) through (v) and (vii)
of the definition of "Mortgage Loan File" are in its possession, (ii) all
documents received by it or any Custodian with respect to such Pledged Mortgage
Loan have been reviewed by it or by such Custodian on its behalf and appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Mortgagor) and purport to relate
to such Pledged Mortgage Loan, and (iii) based on the examinations referred to
in Section 13.01(a) above and this Section 13.01(b) and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the original principal balance and Loan Maturity Date accurately reflects the
information set forth in the Mortgage Loan File. To the extent that the
Indenture Trustee discovers a Document Defect or a Breach as contemplated by
Section 2.02 of the Servicing Agreement, the Indenture Trustee shall provide
written notice thereof to the Master Servicer, the Mortgage Loan Seller, the
Issuer, the Depositor and the Rating Agencies.
(c) Neither the Indenture Trustee nor any Custodian is under any
duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Pledged Mortgage Loans
delivered to it to determine that the same are valid, legal, effective, genuine,
enforceable, in recordable form, sufficient or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Section 13.02 Servicing and Administration of the Pledged Mortgage
Loans.
(a) The Pledged Mortgage Loans and any REO Properties acquired in
respect thereof shall be serviced and administered pursuant to the Servicing
Agreement.
(b) The Servicing Agreement, as such agreement may be amended from
time to time in accordance with the applicable provisions thereof and of this
Indenture, is in all respects ratified and confirmed.
Section 13.03 Releases of Pledged Mortgage Loans and REO Properties.
Whenever the Mortgage Loan Purchase Agreement, the Warranty
Agreement or the Servicing Agreement permits or requires the purchase, sale or
other disposition of a Pledged Mortgage Loan or any REO Property (including, a
purchase by, the Mortgage Loan Seller, the Master Servicer or the Special
Servicer), or authorizes the release thereof to the Issuer, the transfer of
legal title to such item of Mortgage Collateral and solely with respect to
Mortgage Collateral purchased by the Mortgage Loan Seller, the rights under the
Warranty Agreement with respect to such purchased Mortgage Collateral and the
release thereof from the lien of this Indenture shall be subject to Sections
8.03 and 14.01 in addition to the applicable terms and conditions of the
Mortgage Loan Purchase Agreement and/or the Servicing Agreement.
Section 13.04 Certain Designations of the Master Servicer and the
Special Servicer.
(a) To facilitate the servicing and administration of the Pledged
Mortgage Loans and any related REO Properties, the Master Servicer and the
Special Servicer each shall retain in accordance with the provisions of the
Servicing Agreement and this Indenture, all collections on the Mortgage
Collateral prior to the time the collections are required to be deposited into
the Payment Account. Solely for the limited purpose expressed in this Section
13.04(a), the Indenture Trustee hereby designates each of the Master Servicer
and the Special Servicer to act on its behalf as its agent and bailee to hold
such collections on the Mortgage Collateral until the collections are deposited
into the Payment Account. By the designation pursuant to this Section 13.04(a)
and the acceptance of such designation by each of the Master Servicer and the
Special Servicer pursuant to the Servicing Agreement, the Indenture Trustee, as
secured party, is deemed to have possession of all collections on the Mortgage
Collateral for purposes of Section 9-305 of the Uniform Commercial Code.
Furthermore, possession by the Master Servicer or the Special Servicer of a
Permitted Investment in respect of such collections, which Permitted Investment
constitutes a "certificated security," shall constitute delivery to the
Indenture Trustee for purposes of Section 8-301 of the Uniform Commercial Code.
The Indenture Trustee shall have no liability or responsibility by reason of any
act or omission of any such Person pursuant to such designation.
(b) To facilitate the servicing and administration of the Pledged
Mortgage Loans and any related REO Properties, the Master Servicer and the
Special Servicer shall each retain in accordance with the provisions of the
Servicing Agreement and this Indenture, any Mortgage Loan File or any particular
document required to be part thereof or otherwise relating to the Pledged
Mortgage Loans that may come into its or their possession. Solely for the
limited purpose expressed in this Section 13.04(b), the Indenture Trustee hereby
designates each of the Master Servicer and the Special Servicer to act on its
behalf as its bailee to hold such Mortgage Loan File or such particular Pledged
Mortgage Loan documents. By the designation made pursuant to this Section
13.04(b) and the acceptance of such designation by each of the Master Servicer
and the Special Servicer pursuant to the Servicing Agreement, the Indenture
Trustee, as a secured party, is deemed to have possession of such Mortgage Loan
File or such particular Pledged Mortgage Loan document for purposes of Section
9-305 of the Uniform Commercial Code. The Indenture Trustee shall have no
liability or responsibility by reason of any act or omission of any such Person
pursuant to such designation.
ARTICLE XIV
MISCELLANEOUS
Section 14.01 Compliance Certificates and Opinions, etc.
(a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, and in any
event under the circumstances provided in Sections 2.10, 4.01 and 8.03(a), the
Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, and (iii) a certificate or opinion
from an Accountant stating that in the opinion of such Accountant all such
conditions precedent, if any, subject to verification by Accountants have been
complied with, and in each such case meeting the applicable requirements of this
Section 14.01(a), except that, in the case of any such application or request as
to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished. If and for so long as this Indenture is required to be qualified
under the Trust Indenture Act, the Accountant rendering the certificate or
opinion referred to in clause (iii) of the preceding sentence shall, as and when
required by TIA ss. 314(c)(3), be an Independent Accountant selected or approved
by the Indenture Trustee in the exercise of reasonable care.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(i) a statement that each signatory of such certificate or opinion
has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;
(ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(iii) a statement that, in the opinion of each such signatory, such
signatory has made such examination or investigation as is necessary to
enable such signatory to express an informed opinion as to whether or not
such covenant or condition has been complied with; and
(iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.
(b) If this Indenture is or is to be secured by the mortgage or
pledge of property, then (in addition to any obligation imposed in Section
14.01(a) or elsewhere in this Indenture):
(i) Whenever any property is to be released from the lien of this
Indenture, the Issuer shall furnish to the Indenture Trustee a certificate
or opinion of an engineer, appraiser or other expert in such matters (which
engineer, appraiser or other expert shall be Independent as and when
required by TIA ss. 314(d) certifying or stating the opinion of such Person
as to the fair value (within ninety (90) days of such release) of the
property or securities proposed to be released and stating that in the
opinion of such Person the proposed release will not, in contravention of
the provisions hereof, impair the security under this Indenture; and
(ii) Prior to the deposit of any property (other than Bonds and
securities secured by a lien prior to the lien of this Indenture upon
property subject to the lien of this Indenture) with the Indenture Trustee
which deposit is to be made the basis for (A) the authentication and
delivery of any Bonds, or (B) the release of any property or securities
subject to the lien of this Indenture, the Issuer shall furnish to the
Indenture Trustee a certificate or opinion of an engineer, appraiser or
other expert in such matters (which engineer, appraiser or other expert
shall be Independent as and when required by TIAss. 314(d) certifying or
stating the opinion of such Person as to the fair value (within 90 days of
such deposit) to the Issuer of the property to be so deposited and the fair
value to the Issuer of such other property as shall be required by TIAss.
314(d) to be covered by such certificate or opinion.
Section 14.02 Form of Documents Delivered to Indenture Trustee.
In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an Authorized Officer of the Owner
Trustee on behalf of the Issuer may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate of an Authorized Officer or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers or other individual representative of
the Owner Trustee, the Indenture Trustee, the Depositor or other appropriate
Person, stating that the information with respect to such factual matters is in
the possession of the Owner Trustee, the Indenture Trustee, the Depositor or
such other appropriate Person, unless such Authorized Officer or counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters is erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.
Section 14.03 Acts of Bondholders.
(a) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.
(b) The ownership of Bonds shall be proved by the Bond Register.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other action of any Holder shall bind every future Holder of the same
Bond and the Holder of every Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, suffered or
omitted to be done by the Indenture Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Bond.
Section 14.04 Notice, etc., to Indenture Trustee and Issuer.
Except as otherwise provided herein, any request, demand,
authorization, direction, notice, consent, waiver or Act of Bondholders or other
communication provided or permitted by this Indenture to be given to the
Indenture Trustee or the Issuer shall be in writing and deemed given when
delivered to:
(i) the Indenture Trustee at its Corporate Trust Office (except that
the Indenture Trustee shall not be deemed to have knowledge of any Issuer
Event of Default unless a Responsible Officer has actual knowledge
thereof), or
(ii) the Issuer addressed to it in care of the Owner Trustee at the
address set forth herein and/or at such other address as may be otherwise
furnished in writing to the Indenture Trustee and each Holder of Bonds. The
Issuer shall promptly transmit any notice received by it from any
Bondholder to the Indenture Trustee.
Section 14.05 Notices to Bondholders; Notification Requirements and
Waiver.
Where this Indenture provides for notice to Bondholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Bondholder affected by such event, at its address as it appears on the Bond
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Bondholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Bondholder shall affect the
sufficiency of such notice with respect to other Bondholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.
Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Bondholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.
In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Bondholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.
Where this Indenture provides for notice to the Rating Agencies that
have assigned a rating to any Class of Bonds, failure to give such notice shall
not affect any other rights or obligations created hereunder, and shall not
under any circumstance constitute an Issuer Default.
Section 14.06 Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or of any of the
Bonds to the contrary, the Issuer, with prior written consent of the Indenture
Trustee and any Paying Agent other than the Indenture Trustee, may enter into
any agreement with any Holder providing for a method of payment, or notice by
the Indenture Trustee or Paying Agent to such Holder, which is different from
the methods provided for in this Indenture. The Issuer will furnish to the
Indenture Trustee and the Paying Agent a copy of each such agreement and the
Indenture Trustee and the Paying Agent will cause payments to be made and
notices to be given in accordance with such agreements.
Section 14.07 Conflict with Trust Indenture Act.
(a) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control if and for so long as this Indenture is required
to be qualified under the Trust Indenture Act.
(b) If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by operation of TIA ss. 318(c), the imposed
duties shall control.
Section 14.08 Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.
Section 14.09 Successors and Assigns.
All covenants and agreements in this Indenture by the Issuer shall
bind its successors and permitted assigns, whether so expressed or not.
Section 14.10 Separability Clause.
In case any provision of this Indenture or of the Bonds shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 14.11 Benefits of Indenture.
Nothing in this Indenture or in the Bonds, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the Bondholders and any other party secured hereunder, any benefit or
any legal or equitable right, remedy or claim under this Indenture.
Section 14.12 Legal Holidays.
If any date on which principal of on or interest or other amounts on
any Bond is proposed to be paid hereunder, or any date on which mailing of
notices by the Indenture Trustee to any Person is required pursuant to any
provision of this Indenture, shall not be a Business Day, then (notwithstanding
any other provision of the Bonds or this Indenture) payment of such amount or
mailing of such notice need not be made on such date, but may be made or mailed
on the next succeeding Business Day with the same force and effect, and in the
case of payments, no interest shall accrue for the period from and after the
date on which such payment was due to the next succeeding Business Day when
paid.
Section 14.13 Governing Law.
This Indenture, each Indenture supplemental hereto, and each Bond
shall be construed in accordance with and governed by the substantive Laws of
the state of New York applicable to agreements made and to be performed in such
state (without regard to conflicts of Law principles).
Section 14.14 Execution Counterparts.
This instrument may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 14.15 Recording of Indenture.
If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by and at the expense of the
Issuer upon written request of the Indenture Trustee accompanied by an Opinion
of Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee and which shall be an expense of
the Issuer) to the effect that such recording is necessary either for the
protection of the Bondholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture. Section
14.16 Trust Obligation.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Bonds or under this Indenture (other than
with respect to Permitted Investments as to which such Person is the issuer) or
any certificate or other writing delivered in connection herewith or therewith,
against (i) any owner of a beneficial interest in the Issuer, (ii) the Owner
Trustee or the Indenture Trustee or the Fiscal Agent in its individual capacity,
(iii) any partner, owner, beneficiary, agent, officer, director, manager,
member, employee, agent or "control" person of the Owner Trustee or the
Indenture Trustee or the Fiscal Agent in its individual capacity, or (iv) any
holder of a beneficial interest in the Owner Trustee or the Indenture Trustee or
the Fiscal Agent or of any successor or assignee of the Owner Trustee or the
Indenture Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that neither the Owner Trustee nor the
Indenture Trustee nor the Fiscal Agent has any such obligations in its
individual capacity).
Section 14.17 No Petition.
(a) To the extent permitted by applicable law, the Indenture
Trustee, by entering into this Indenture, and each Bondholder, by accepting a
Bond, hereby covenant and agree that they will not at any time institute against
the Depositor or the Issuer, or join in any institution against the Depositor or
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation Proceedings, or any other Proceedings under any United States
federal or state bankruptcy, receivership or similar Law, in connection with any
obligations relating to the Bonds, this Indenture or the Servicing Agreement.
(b) To the extent permitted by applicable law, the Issuer hereby
covenants and agrees that it will not at any time institute against the
Depositor, or join in any institution against the Depositor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceedings, or any other
Proceedings under any United States federal or state bankruptcy or similar Law,
in connection with any obligations relating to the Bonds, this Indenture or the
Servicing Agreement.
Section 14.18 Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit
any representative of the Indenture Trustee, during the Issuer's normal business
hours, to examine all the books of account, records, reports, and other papers
of the Issuer, to make copies and extracts therefrom, to cause such books to be
audited by Independent Accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's representatives, employees, and
Independent Accountants, all at such reasonable times and as often as may be
reasonably requested. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by Law and except to the extent that the Indenture
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder.
Section 14.19 Usury.
The amount of interest payable or paid on any Bond under the terms
of this Indenture shall be limited to interest thereon at the maximum
non-usurious rate of interest permitted by the applicable Laws of the State of
New York (or the Laws of any other jurisdiction determined to be applicable by a
court of competent jurisdiction) or any applicable Laws of the United States
permitting a higher maximum non-usurious rate that preempts such applicable New
York (or other) Laws, which could lawfully be contracted for, charged or
received (the "Highest Lawful Rate"). In the event any payment of interest on
any Bond is in excess of interest thereon at the Highest Lawful Rate, the Issuer
stipulates that the excess payment of interest will be deemed to have been paid
as a result of an error on the part of both the Indenture Trustee (for which the
Indenture Trustee shall have no liability of any kind and for costs and expenses
relating to which the Indenture Trustee shall be indemnified by the Issuer for),
acting on behalf of the Holder receiving such excess payment, and the Issuer,
and the Holder receiving such excess payment shall promptly, upon discovery of
such error or upon notice thereof from the Issuer or the Indenture Trustee,
refund the amount of such excess or, at the option of the Indenture Trustee,
apply the excess to the payment of principal of such Bond, if any, remaining
unpaid. In addition, all sums paid or agreed to be paid for the use, forbearance
or detention of money shall, to the extent permitted by applicable Law, be
amortized, prorated, allocated and spread throughout the full term of such
Bonds.
Section 14.20 Notice to Issuer, the Indenture Trustee and Certain
Other Persons.
Any communication provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to:
(i) in the case of the Issuer,
ICCMAC Multifamily and Commercial Trust 1999-1
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
facsimile number: (302) 651-8882
(ii) in the case of the Depositor,
Imperial Credit Commercial Mortgage Acceptance Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Attention: Mark Karlan
facsimile number: (310) 231-1281
(iii) in the case of the Indenture Trustee,
LaSalle National Bank
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset-Backed Securities Trust Services Group,
Collateralized Mortgage Bonds,
ICCMAC Multifamily and Commercial Trust 1999-1,
facsimile number: (312) 904-2084; and
(iv) in the case of the Ratings Agencies, concurrently to:
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc.
26 Broadway, 10th Floor
New York, New York 10004-1064
Attention: Commercial Mortgage Surveillance Group
facsimile number: (212) 208-0053
and
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, Illinois 60603
Attention: CMBS Monitoring
facsimile number: (312) 263-2852;
or as to each such Person such other address and/or facsimile number as may
hereafter be furnished by such Person to the parties hereto in writing.
Section 14.21 Tax Treatment.
The Issuer has entered into this Indenture, and the Bonds will be
issued, with the intention that, for federal, state and local income, single
business and franchise tax purposes, the Bonds will qualify as indebtedness of
the Issuer secured by the Trust Estate and the Indenture Trustee shall treat the
Bonds for all purposes hereunder and under the Operative Agreements as
indebtedness of the Issuer. The Issuer, by entering into this Indenture, and
each Bondholder, by its acceptance of a Bond (and each Bond Owner by its
acceptance of an interest in the applicable Book-Entry Bond), agree to treat the
Bonds for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.
Section 14.22 Streit Act.
Any provisions required to be contained in this Indenture by Section
126 of Article 4-A of the New York Real Property Law and any provisions
permitted to be contained in this Indenture by Section 130-K of such Article 4-A
that are necessary in order to permit the Indenture Trustee to act in the manner
contemplated by this Indenture are hereby incorporated, and such provisions
shall be in addition to those conferred or imposed by this Indenture; provided,
however, that to the extent that such Section 126 and/or Section 130-K shall not
apply to this Indenture, said Section 126 and/or Section 130-K shall not have
any effect, and if said Section 126 and/or Section 130-K should at any time be
repealed or cease to apply to this Indenture, or be construed by judicial
decision to be inapplicable, said Section 126 and/or Section 130-K shall cease
to have any further effect upon the provisions of this Indenture. In case of a
conflict between the provisions of this Indenture and any mandatory provisions
of Article 4-A of the New York Real Property Law applicable to this Indenture,
such mandatory provisions of said Article 4-A shall prevail, provided that if
said Article 4-A shall not apply to this Indenture, should at any time be
repealed, or cease to apply to this Indenture, or be construed by judicial
decision to be inapplicable, such mandatory provisions of such Article 4-A shall
cease to have any further effect upon the provisions of this Indenture.
Section 14.23 Notices to Rating Agencies.
(a) The Indenture Trustee shall promptly provide notice to each
Rating Agency with respect to each of the following of which a Responsible
Officer of the Indenture Trustee has actual knowledge:
(i) any material change or amendment to this Indenture;
(ii) the occurrence of any Issuer Event of Default that has not been
cured;
(iii) the resignation or termination of the Master Servicer or the
Special Servicer and the appointment of a successor;
(iv) any change in the location of the Payment Account; and
(v) the final payment to any Class of Bondholders.
(b) The Indenture Trustee shall promptly deliver to each Rating
Agency a copy of each statement to Bondholders described in Section 7.06 and the
reports referred to in Section 7.06. The Indenture Trustee shall also provide
such other information regarding the Trust Estate as the Rating Agencies shall
reasonably request and which the Indenture Trustee can reasonably provide, at no
cost to the Rating Agencies.
Address for Notice: Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, Illinois 60603
Attn: CMBS Monitoring
Fax: (312) 263-2852
Standard & Poor's Ratings Services,
a division of The McGraw-Hill
Companies, Inc.
26 Broadway, 10th Floor
New York, New York 10004-1064
Attention: Commercial Mortgage
Surveillance Group
facsimile number: (212) 208-0053
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.
ICCMAC MULTIFAMILY AND COMMERCIAL
TRUST 1999-1, a
Delaware business trust, as Issuer
By: WILMINGTON TRUST COMPANY, a
Delaware banking corporation,
not in its individual capacity,
but solely as Owner Trustee
By:_____________________________
Name:
Title:
LASALLE NATIONAL BANK,
a national banking association,
as Indenture Trustee
By:___________________________________
Name:
Title:
<PAGE>
STATE OF ______________ )
) ss.:
COUNTY OF _____________ )
On this ___th day of March, 1999, before me, the undersigned
officer, personally appeared ____________________, and acknowledged himself to
me to be the ____________________________ of Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity, but solely as the
Owner Trustee on behalf of ICCMAC Multifamily and Commercial Trust 1999-1, and
that as such officer, being duly authorized to do so pursuant to such entity's
by-laws or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself or herself as such officer as his or her free and
voluntary act and deed and the free and voluntary act and deed of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
Notary Public
NOTARIAL SEAL
<PAGE>
STATE OF ______________ )
) ss.:
COUNTY OF _____________ )
On this ___th day of March, 1999, before me, the undersigned
officer, personally appeared ____________________, and acknowledged himself to
me to be the ____________________________ of LaSalle National Bank, a national
banking association, and that as such officer, being duly authorized to do so
pursuant to such entity's by-laws or a resolution of its board of directors,
executed and acknowledged the foregoing instrument for the purposes therein
contained, by signing the name of such entity by himself or herself as such
officer as his or her free and voluntary act and deed and the free and voluntary
act and deed of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
Notary Public
NOTARIAL SEAL
<PAGE>
ANNEX 1
DEFINED TERMS
"Accepted Master Servicing Practices": The procedures that the Master
Servicer shall follow in the servicing and administration of the Mortgage Loans,
consistent with the higher of (i) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
that are held for other portfolios and are similar to the Mortgage Loans and
(ii) the standard of care, skill, prudence and diligence with which the Master
Servicer services and administers mortgage loans for its own portfolio and are
similar to the Mortgage Loans, in either case, giving due consideration to
customary and usual standards of practice of prudent institutional multifamily
and commercial mortgage loan servicers, but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the
Master Servicer may have with any Mortgagor or any Affiliate of
any Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;
(iii)the adequacy of the Master Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the express
limitations set forth in the Servicing Agreement, the procedures followed by the
Master Servicer shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Loans.
"Accepted Special Servicing Practices": The procedures that the
Special Servicer shall follow in the servicing, administration and disposition
of Specially Serviced Mortgage Loans and the related Mortgaged Properties or REO
Properties, consistent with the higher of (i) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property that are held
for other portfolios and are similar to the Mortgage Loans, Mortgaged Properties
and REO Properties and (ii) the standard of care, skill, prudence and diligence
with which the Special Servicer services, administers and disposes of distressed
mortgage loans and related real property that are held for its own portfolio and
are similar to the Mortgage Loans, Mortgaged Properties and REO Properties,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, but without regard to:
(i) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate
of any Mortgagor or any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iii)the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the
express limitations set forth in the Servicing Agreement, the procedures
followed by the Special Servicer shall seek to maximize the net present value of
recoveries on the Specially Serviced Mortgage Loans.
"Account": Any account or fund, including any Pledged Account
established under the Indenture.
"Accountants": A person engaged in the practice of accounting who
(except when the Indenture requires an Independent Accountant) may be employed
by or Affiliated with the Issuer or an Affiliate of the Issuer.
"Accrued Bond Interest": In respect of any Class of Bonds (other
than the Class S, Class H and Class X Bonds) and any Payment Date, the amount of
interest accrued in the applicable Interest Accrual Period at the applicable
Bond Interest Rate on the aggregate Bond Principal Amount of such Class of Bonds
Outstanding immediately prior to the related Payment Date, calculated on (i) the
basis of the actual number of days elapsed in the applicable Interest Accrual
Period and a 360-day year with respect to the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds, and (ii) a 360-day year consisting
of twelve 30-day months with respect to the Class F and Class G Bonds.
"Act": Any instrument or instruments (and the action embodied
therein and evidenced thereby) of the Bondholders signing such instrument or
instruments. As used in this definition, "instrument" refers to any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture to be given or taken by Bondholders embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents 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 Indenture Trustee and, where
it is hereby expressly required, to the Issuer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of the Indenture and (subject to Section 6.01 of the Indenture)
conclusive in favor of the Indenture Trustee and the Issuer if made in the
manner described in Section 14.03 of the Indenture.
"Actual Knowledge": With respect to the Owner Trustee or Holding
Trustee, any Responsible Officer of the Owner Trustee or Holding Trustee, as
applicable, within the Corporate Trust Administration office of such trustee
responsible for administering the Trust or the Holding Trust, respectively, who
has actual knowledge of an action taken or an action not taken that would be
material to the operation of either the Trust or the Holding Trust. Actions
taken or actions not taken of which such trustee should have had knowledge, or
are deemed to have had constructive knowledge, do not meet this definition of
Actual Knowledge.
"Additional Expense": Any costs, expenses and liabilities (exclusive
of Administrative Expenses and Servicing Expenses) that are required to be borne
by the Issuer and not otherwise in respect of the Trust Estate in accordance
with applicable Law, Section 7.2(c) of the Deposit Trust Agreement, or the terms
of the Indenture (including any federal, state and local taxes.
"Additional Fee Rate": With respect to any Payment Date, a rate per
annum equal to the sum of the Owner Trustee Calculation Fee Rate and the
Administration Calculation Fee Rate.
"Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the
related Mortgage Note provides for periodic adjustments to the Mortgage Interest
Rate thereon based on changes in the related Index.
"Administration Agreement": The Administration Agreement, dated as
of February 1, 1999, between the Administrator and the Issuer, a copy of which
is attached to the Indenture as Exhibit G, and any amendments or supplements
thereto.
"Administration Calculation Fee Rate:" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $6,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Administration Fee": A monthly fee of $500 payable to the
Administrator on each Payment Date commencing in March 2000.
"Administrative Expenses": The fees and expenses of the Indenture
Trustee and the Fiscal Agent payable thereto pursuant to Section 6.07 of the
Indenture, the fees of the Owner Trustee payable thereto pursuant to Section 7.1
of the Deposit Trust Agreement, and the Administration Fee payable to the
Administrator pursuant to the Administration Agreement and any other costs,
expenses and liabilities (exclusive of Servicing Expenses) that are required to
be borne by the Issuer in respect of the Trust Estate in accordance with
applicable opinions of and advice from Counsel required to be obtained in
connection with the Indenture Trustee's performance of its duties under the
Indenture (including the cost of such opinions and advice).
"Administrator": Imperial Credit Commercial Asset Management Corp.,
a California corporation, having its principal offices at 11601 Wilshire
Boulevard, Suite 2080, Los Angeles, California 90025, or its
successor in interest.
"Advance": A P&I Advance or a Property Protection Advance.
"Advance Rate": An annual rate equal to the Prime Rate in effect
from time to time.
"Adverse Rating Event": With respect to any Class of Rated Bonds, as
of any date of determination, a downgrade, withdrawal or qualification, if
applicable, of the rating then assigned to such Class by any Rating Agency.
"Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. 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 or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have the meanings correlative to the foregoing.
"Agent": A person authorized by or appointed by the Issuer to
perform duties with respect to the Bonds, specified in a writing signed by such
Agent and the Issuer and acknowledged by the Indenture Trustee, or by such Agent
and the Indenture Trustee and acknowledged by the Issuer, including any Paying
Agent. As used in the Deposit Trust Agreement and the Holding Trust Agreement, a
person authorized or appointed by the Owner Trustee or the Holding Trustee,
respectively, to perform duties with respect to the Ownership Certificates or
the Holding Trust Certificates, respectively, specified in a writing signed by
such Agent and the Owner Trustee or Holding Trustee, as applicable.
"Appraisal Reduction Amount": For any Payment Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred, an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period over (b) the
excess of (i) 90% of the sum of the appraised values of the related Mortgaged
Properties as determined by an MAI Appraisal over (ii) the sum of (A) to the
extent not previously advanced by the Master Servicer, the Indenture Trustee or
the Fiscal Agent, all unpaid interest on such Mortgage Loan at a per annum rate
equal to the Mortgage Interest Rate, (B) all unreimbursed Advances and interest
thereon at the Advance Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been the subject of an Advance).
With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, such Mortgage Loan shall no longer be subject to any appraisal
reduction.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest occurrence of any of the following events: (i) the third anniversary of
the date on which an extension of the Loan Maturity Date of such Mortgage Loan
became effective as a result of a modification of such Mortgage Loan by the
Special Servicer, which extension does not change the amount of Monthly Payments
on the Mortgage Loan, (ii) 60 days after an uncured delinquency occurs in
respect of such Mortgage Loan, (iii) the date on which a reduction in the amount
of Monthly Payments on such Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan, becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver has been appointed with respect to the related Mortgagor, (v)
immediately after the related Mortgagor declares bankruptcy, (vi) 60 days after
an involuntary petition of bankruptcy is filed with respect to the related
Mortgagor, if such petition is not dismissed prior to the expiration of such
period; and (vii) immediately after a related Mortgaged Property becomes an REO
Property.
"ASAP System": The "automatic statements accessed by phone" system
maintained by the Indenture Trustee and used by the Bondholders to obtain
certain reports and information about the Bonds.
"Asset Strategy Report": Any report prepared pursuant to Section
6.03(c) of the Servicing Agreement.
"Assignment of Leases and Rents": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar agreement
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the Cut-Off Date and from time to time thereafter.
"Assignment of Mortgage": An assignment of a 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 effect
the transfer of the Mortgage to the Issuer, 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 Monthly Payment": The amount deemed due in respect of any
Balloon Mortgage Loan that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its original Loan Maturity
Date. The Assumed Monthly Payment deemed due on any such Mortgage Loan on its
original Loan Maturity Date and on each successive Due Date that it remains or
is deemed to remain outstanding shall equal the Monthly Payment that would be
due in respect thereof on such date if the related Balloon Payment had not come
due but rather such Mortgage Loan had continued to amortize in accordance with
such Mortgage Loan's amortization schedule in effect on such date of
determination.
"Authenticating Agent": As defined in Section 2.04(c) of the
Indenture.
"Authorized Officer": With respect to the Owner Trustee, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of authorized officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter); with
respect to the Indenture Trustee or the Fiscal Agent, a Responsible Officer;
and, with respect to any other Person, the Chairman, President, any Senior Vice
President, any Vice President or any Assistant Vice President, and the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary (provided that, when any provision hereof
requires signatures of two Authorized Officers of any such other Person, at
least one of such Authorized Officers shall be the Chairman, President or any
Vice President).
"Available Interest Payment Amount": With respect to any Payment
Date, an amount equal to the excess of (i) the Available Payment Amount for such
Payment Date, over (ii) the Principal Payment Amount for such Payment Date.
"Available Payment Amount": With respect to any Payment Date, the
amount on deposit in the Payment Account as of 11:00 a.m., New York City time,
on such Payment Date, exclusive of any portion thereof that may be withdrawn
from the Payment Account pursuant to any of clauses (ii) and (iii) of Section
8.01(b) of the Indenture.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Loan Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Loan Maturity Date of
such Mortgage Loan in excess of the portion of the related Monthly Payment which
is allocable to principal.
"Bank": As used in the Deposit Trust Agreement or the Holding Trust
Agreement, Wilmington Trust Company, a Delaware banking corporation, in its
individual capacity, not as Owner Trustee or Holding Trustee, as the case may
be.
"Bankruptcy Code": The federal Bankruptcy Code (Title 11 of the
United States Code), as amended from time to time.
"Bond": Any Class A-1, Class A-2, Class S, Class A-3, Class B, Class
C, Class D, Class X, Class E, Class F, Class G or Class H Bond.
"Bond Balance": With respect to any Bond, as of any date of
determination, the then Outstanding Bond Principal Amount of such Bond equal to
the product of (a) the Percentage Interest evidenced by such Bond, multiplied by
(b) the then aggregate Bond Principal Amount of the Class of Bonds to which such
Bond belongs.
"Bond Interest Rate": With respect to any Payment Date, the per
annum rate of interest for each Class of Bonds (except for the Class S, Class X,
Class F, Class G and Class H Bonds) equal to the lesser of (a) the applicable
Bond LIBOR Rate and (b) the Weighted Average Remittance Rate for such Payment
Date. The Bond Interest Rate with respect to any Payment Date for the Class F
and Class G Bonds is, with respect to each such Class, a per annum rate equal to
6.00%. The Class S, Class X and Class H Bonds do not have Bond Interest Rates.
"Bond LIBOR Rate": With respect to any Payment Date, the per annum
rate equal to One-Month LIBOR plus the related Margin, but in no event greater
than the Maximum Offered Bond Rate.
"Bond Owner": With respect to a Book-Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.
"Bond Principal Amount": With respect to any Class of Bonds (i) on
or prior to the first Payment Date, an amount equal to the aggregate initial
Bond Principal Amount of such Class and (ii) as of any date of determination
after the first Payment Date, the Bond Principal Amount of such Class of Bonds
on the Payment Date immediately prior to such date of determination, less actual
payments of principal thereon (and in the case of the Class S and Class X Bonds,
less payments of Distributable Amounts, Shortfall Amounts (excluding any
interest payments thereon), and Early Termination Amounts) on such prior Payment
Date. Realized Losses will not be allocated to reduce Bond Principal Amounts.
The initial Bond Principal Amounts are as follows:
Class A-1........... $100,000,000
Class A-2........... 94,831,000
Class S............. 12,150,000
Class A-3........... 17,447,000
Class B............. 11,631,000
Class C............. 14,539,000
Class D............. 13,085,000
Class X............. 2,700,000
Class E............. 4,361,000
Class F............. 8,723,000
Class G............. 5,815,000
Class H............. 7,269,000
The initial Bond Principal Amount for the Class S Bonds is equal to the
aggregate of the Class S Scheduled Payments. The initial Bond Principal Amount
of the Class X Bonds is equal to the aggregate of the Class X Scheduled
Payments. Upon payment in full of an Early Termination Amount, the Bond
Principal Amount of the Class S or Class X Bonds, as the case may be, will be
reduced to zero.
"Bond Redemption Amount": An amount equal to the sum of (i) with
respect to each Class of Bonds Outstanding (other than the Class S and Class X
Bonds), the sum of (A) the unpaid Bond Principal Amount thereof, (B) accrued and
unpaid interest at the applicable Bond Interest Rate through the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amount, together with interest on such
unpaid LIBOR Deficiency Amount (to the extent permitted by applicable Law) at
the applicable Bond Interest Rate; (ii) with respect to the Class S Bonds
Outstanding, the sum of (A) to the extent not paid on prior Payment Dates, any
unpaid Class S Shortfalls, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable Law) at the Class S Rate and
(B) the Class S Early Termination Amount; (iii) with respect to the Class X
Bonds Outstanding, the sum of (A) to the extent not paid on prior Payment Dates,
any unpaid Class X Shortfalls, together with interest on such unpaid Class X
Shortfalls (to the extent permitted by applicable Law) at the Class X Rate and
(B) the Class X Early Termination Amount; and (iv) all unreimbursed Advances
with interest thereon at the Advance Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
"Bond Register": The meaning specified in Section 2.05 of the
Indenture.
"Bond Registrar": The meaning specified in Section 2.05 of the
Indenture.
"Bondholder": The Person in whose name a Bond is registered on the
Bond Register.
"Book-Entry Bonds": Bonds for which the Indenture provides that
ownership and transfers of beneficial ownership interests in such Bonds shall be
made through book entries by the Depository, as described in Section 2.12 of the
Indenture; provided, however, that after the occurrence of a condition whereupon
book-entry registration is no longer permitted, Definitive Bonds shall be issued
to the Bond Owners of such Bonds and such Bonds shall no longer be "Book-Entry
Bonds."
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking and savings and loan institutions in the states of California,
Delaware, Texas, New York or Illinois are authorized or obligated by Law or
executive order to remain closed.
"Business Trust Statute": The Delaware Business Trust Act, Chapter
38, Title 12 of the Delaware Code, 12 Delaware Code, ss. 3801 et.
seq., as the same may be amended from time to time.
"Certificate Percentage Interest": With respect to any Ownership
Certificate or Holding Trust Certificate, the portion of the total outstanding
Ownership Certificates or Holding Trust Certificates, as applicable, evidenced
by such Ownership Certificate or Holding Trust
Certificate, as applicable, expressed as a percentage.
"Certificate Voting Rights": The portion of the voting rights of all
of the Ownership Certificates or Holding Trust Certificates, as applicable,
allocated to any Ownership Certificate or Holding Trust Certificate, as
applicable, as of the date of determination. Certificate Voting Rights shall be
allocated among the Ownership Certificates or Holding Trust Certificates, as
applicable, pro rata based upon the Certificate Percentage Interest of each
Ownership Certificate or Holding Trust Certificate, as applicable.
"Certificate of Trust": The certificate of trust filed prior to the
Closing Date by the Owner Trustee, with respect to the Trust, or the Holding
Trustee, with respect to the Holding Trust, as applicable, in the office of the
Secretary of State of the State of Delaware, as required by the Business Trust
Statute.
"Class": All Bonds having the same alphabetical and/or numerical
class designation and otherwise having the same characteristics (except for the
denomination of such Bond).
"Class A-1 Bond": Any of the Bonds with a "Class A-1" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-1 attached to the Indenture.
"Class A-2 Bond": Any of the Bonds with a "Class A-2" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-2 attached to the Indenture.
"Class A-3 Bond": Any of the Bonds with a "Class A-3" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-4 attached to the Indenture.
"Class B Bond": Any of the Bonds with a "Class B" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-5 attached to the Indenture.
"Class C Bond": Any of the Bonds with a "Class C" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-6 attached to the Indenture.
"Class D Bond": Any of the Bonds with a "Class D" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-7 attached to the Indenture.
"Class E Bond": Any of the Bonds with a "Class E" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-9 attached to the Indenture.
"Class Exemption": A class exemption granted by the DOL, which
provides relief from some or all of the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code and the related excise tax
provisions of Section 4975 of the Code.
"Class F Bond": Any of the Bonds with a "Class F" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-10 attached to the Indenture.
"Class G Bond": Any of the Bonds with a "Class G" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-11 attached to the Indenture.
"Class H Bond": Any of the Bonds with a "Class H" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-12 attached to the Indenture.
"Class S Bond:" Any of the Bonds with a "Class S" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-3 attached to the Indenture.
"Class S Distributable Amount": On each Payment Date, an amount
equal to the lesser of (i) the Class S Scheduled Payment for such Payment Date,
and (ii) the excess of (A) the Available Interest Payment Amount for such
Payment Date, over (B) the aggregate Accrued Bond Interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on such
Payment Date.
"Class S Early Termination Amount": As of any date of determination,
the present value of the Class S Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class S Rate.
"Class S Rate": An interest rate per annum equal to 7.29%.
"Class S Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit H to the Indenture corresponding
to such Payment Date.
"Class S Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class S Scheduled Payment for such Payment Date exceeds the
Class S Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class S Shortfalls on the immediately preceding Payment Date.
"Class X Bond": Any of the Bonds with a "Class X" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-8 attached to the Indenture.
"Class X Distributable Amount": On any Payment Date, an amount equal
to the lesser of (i) the Class X Scheduled Payment and (ii) the excess of (A)
the Available Interest Payment Amount for such Payment Date over (B) the sum of
(1) the aggregate Accrued Bond Interest payable to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds on such
Payment Date and (2) the Class S Distributable Amount and Class S Shortfall
payable to the Class S Bonds on such Payment Date.
"Class X Early Termination Amount": As of any date of determination,
the present value of the Class X Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class X Rate.
"Class X Rate": An interest rate per annum equal to 9.0%.
"Class X Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit I to the Indenture corresponding
to such Payment Date.
"Class X Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class X Scheduled Payment for such Payment Date exceeds the
Class X Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class X Shortfalls on the immediately preceding Payment Date.
"Closing Date": March 10, 1999.
"Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder including proposed regulations, to the extent
that by reason of their effective date they could apply to the Bonds.
"Collateral": The Trust Estate securing the Bonds. An "item" of
Collateral refers to a specific item of Mortgage Collateral or other asset,
which is Granted to the Indenture Trustee under the Indenture.
"Collateralized Mortgage Bonds": The Series 1999-1 Bonds issued by
the Issuer pursuant to the Indenture and secured by the Collateral.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 4.02 of the Servicing
Agreement which shall be entitled "Banc One Mortgage Capital Markets, LLC, in
trust for LaSalle National Bank, as Indenture Trustee, in trust for Holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds,
Series 1999-1, Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Payment Date, the period
commencing immediately following the Determination Date in the month immediately
preceding the month in which such Payment Date occurs (or, in the case of the
initial Collection Period, commencing immediately following the Cut-Off Date)
and ending on and including the Determination Date in the month in which such
Payment Date occurs.
"Commission": The Securities and Exchange Commission, or any
successor thereto.
"Condemnation Proceeds": With respect to each Mortgage Loan, all
awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation of such Mortgaged Property, held in an
escrow account or a trust account, which is an Eligible Account, pursuant to the
terms of the related Mortgage Loan Documents and applicable Law, and applied or
to be applied to the restoration or repair of such Mortgaged Property or
required to be released to the related Mortgagor in accordance with the terms of
such Mortgage Loan Documents or, to the extent not expressly provided therein,
in accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Corporate Trust Office": The principal corporate trust office of
the Indenture Trustee at which at any particular time its corporate trust
business with respect to the Indenture shall be administered, which is currently
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674,
Attention: Asset Backed Securities Trust Services Group--ICCMAC 1999-1.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer) the Special
Servicer has returned servicing of such Mortgage Loan to the Master Servicer
pursuant to Section 6.02 of the Servicing Agreement.
"CSSA Standard Information Package": The report in the format of the
Commercial Secondary Market and Securitization Association Standard information
package, as in effect from time to time.
"Custodian": A Person who is at any time appointed by the Indenture
Trustee pursuant to Section 6.14 of the Indenture as a document custodian.
"Cut-Off Date": February 1, 1999.
"Cut-Off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, net
of the principal portion of all unpaid Monthly Payments due on or before such
date, excluding, with respect to each Mortgage Loan, the right to receive
Prepayment Premiums, which Prepayment Premiums shall remain property of the
Mortgage Loan Seller.
"DCR": Duff & Phelps Credit Rating Co., and its successors in
interest.
"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60
days delinquent in whole or in part in respect of any Monthly Payment, or is
more than 30 days delinquent in whole or in part in respect of the related
Balloon Payment, if any; provided that for purposes of this definition, no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than five dollars ($5.00) of all amounts due and payable on such Mortgage
Loan has not been received as of the most recent Due Date therefor.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then Stated Principal Balance of such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code
with respect to the related Mortgagor or a state court deficiency proceeding.
"Definitive Bond": As defined in Section 2.12(a) of the Indenture.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
February 1, 1999, between the Depositor and the Owner Trustee, pursuant to which
the Issuer was created, and any amendments or supplements thereto.
"Depositor": Imperial Credit Commercial Mortgage Acceptance Corp., a
California corporation, and its successors in interest.
"Depository": The Depository Trust Company and any successor thereto
appointed by the Issuer as a Depository; provided that the Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act; and
provided, further, that no entity shall be a successor Depository unless Bonds
held through such entity or its nominees are treated for U.S. Federal income tax
purposes as being in "registered form" within the meaning of Section 163(f) of
the Code.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Representation Letter": The Letter of Representations
dated March 10, 1999 among the Issuer, the Indenture Trustee and initial
Depository in connection with the issuance of the Class A-1, Class A-2, Class S,
Class A-3, Class B and Class C Bonds.
"Determination Date": With respect to any Payment Date, the 17th day
of the month in which such Payment Date occurs, or, if such 17th day is not a
Business Day, the immediately preceding Business Day.
"Directing Bondholder": The Monitoring Bondholder selected by a
majority of the Monitoring Bondholders, by Bond Balance, as certified to the
Indenture Trustee by the Bondholders or Bond Owners, as the case may be, from
time to time; provided, that, absent such selection, or (i) until a Directing
Bondholder is so selected, or (ii) upon receipt of notice from a majority of the
Monitoring Bondholders, by Bond Balance, that a Directing Bondholder is no
longer so designated, the Monitoring Bondholder(s) which owns the largest
aggregate Bond Balance of one or more Monitoring Classes shall be the Directing
Bondholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Issuer or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Issuer (or the Special Servicer on behalf of the
Issuer) shall not be considered to Directly Operate an REO Property solely
because the Issuer (or the Special Servicer on behalf of the Issuer) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).
"Diskette": Any one of the computer diskettes attached to the inside
back cover of the Prospectus Supplement, each of which contains information
about each of the Mortgage Loans.
"Disposition Fee": A fee payable to the Special Servicer as
additional compensation equal to 1.0% of the net proceeds of the sale or
liquidation ( in whole or in part) of any Specially Serviced Mortgage Loan or
REO Property that is sold or transferred or otherwise liquidated by the Special
Servicer pursuant to Section 6.12 of the Servicing Agreement.
"Distributable Amount": Any Class S Distributable Amount or Class X
Distributable Amount, as applicable.
"Document Defect": As defined in Section 2.02(a) of the Servicing
Agreement.
"DOL": The United States Department of Labor, or any successor in
interest.
"DOL Regulations": The regulations promulgated at 29 C.F.R. ss.
2510.3-101.
"Dollar" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public or private debts.
"Due Date": With respect to any Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is
scheduled to be due.
"Early Termination Amount": Any Class S Early Termination Amount or
Class X Early Termination Amount, as applicable.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or short-term unsecured debt obligations if the account
holds funds for less than 30 days) of which are rated at least "AA-" or the
equivalent by each Rating Agency or, if applicable, the short-term rating
equivalent thereof, which is at least "D-1" by DCR and "A-1" by Standard &
Poor's and DCR, or (B) as to which the Master Servicer or the Indenture Trustee,
as applicable, has received written confirmation from each of the Rating
Agencies that holding funds in such account would not in and of itself, result
in an Adverse Rating Event, or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), having in either case a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency, would not, in and of itself,
result in an Adverse Rating Event, which may be an account maintained with the
Indenture Trustee or the Master Servicer; provided, however, that accounts held
at Banc One Texas, N.A. (or any successor in interest), and any other bank
authorized under the applicable Loan Documents (solely with respect to the
related Mortgage Loan), shall be Eligible Accounts for so long as there is no
downgrade, withdrawal or qualification of the long-term or short-term unsecured
debt rating of such institutions from their ratings as of the Closing Date (or,
with respect to any successor in interest of Banc One Texas, N.A., for so long
as there is no downgrade, withdrawal or qualification of the long-term or
short-term unsecured debt rating of such successor in interest, provided that
such successor in interest had a rating equal to or better than the rating of
Banc One Texas, N.A. as of the Closing Date at the time such bank became a
successor in interest).
"Eligible Trustee": A bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor, the
Issuer or the Mortgage Loan Seller or an Affiliate of any Person involved in the
organization or operation of the Depositor, the Issuer or the Mortgage Loan
Seller, that is organized and doing business under the Laws of any state or the
United States of America, that is authorized under such Laws to exercise
corporate trust powers and to accept the trust conferred under the Deposit Trust
Agreement or the Holding Trust Agreement, as the case may be, that has a
combined capital and surplus and undivided profits of at least $100,000,000 and
that is subject to supervision or examination by federal or state authority and
that has a long-term unsecured debt rating from each Rating Agency of "A" or
better. If such 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 definition the combined capital,
surplus and undivided profits of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
"Environmental Laws": Any present or future federal, state or local
Law, statute, regulation or ordinance, and any judicial or administrative order
or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
Materials or the environment, including, but not limited to, each of the
following, as enacted as of the date hereof or as hereafter amended:
(i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657;
(ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
ss.ss. 6901-6991;
(iii)the Toxic Substance Control Act, 15 U.S.C. ss.ss. 2601-2629;
(iv) the Water Pollution Control Act (also known as the Clean Water
Act), 33 U.S.C. ss. 1251 et seq.;
(v) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; and
(vi) the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 et
seq.
"Environmental Site Assessment": In respect of any Mortgaged
Property, one or more reports regarding the environmental condition of such
Mortgaged Property prepared in connection with the origination of the related
Mortgage Loan or otherwise addressed to the Mortgage Loan Seller and its
successors and assigns. Such reports include, but are not limited to, Phase I
Environmental Reports and a review of a compilation of databases, made available
by several regulatory agencies and conducted by a private service with respect
to an area within a certain radius surrounding the related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Excess Condemnation Proceeds": With respect to each Mortgage Loan,
all awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation with respect to such Mortgaged Property,
other than any such awards or settlements held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of such Mortgage
Loan Documents or, to the extent not expressly provided therein, in accordance
with Accepted Master Servicing Practices or Accepted Special Servicing
Practices, as applicable, and applicable Law.
"Excess Insurance Proceeds": With respect to each Mortgage Loan,
proceeds of any primary hazard insurance policy required to be maintained
pursuant to Section 4.06 of the Servicing Agreement, title insurance policy or
any other Insurance Policy covering such Mortgage Loan or the related Mortgaged
Property, other than any proceeds to be held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of the related
Mortgage Loan Documents or, to the extent not expressly provided therein, in
accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, as certified in
writing by a Servicing Officer setting forth such determination and the
procedures and considerations of the Special Servicer forming the basis of such
determination, that there has been a recovery of all REO Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer, in its
reasonable good faith judgment, expects to be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the Indenture Trustee, and its
successors in interest.
"GAAP": Generally accepted accounting principles, as in effect in
the United States.
"Governmental Authority": Any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.
"Grant": To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of setoff against, deposit, set over and confirm. A Grant of Collateral
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies and proceeds payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.
"Hazardous Materials": All materials subject to any Environmental
Law, including, without limitation, materials listed in 49 C.F.R. ss. 172.010,
materials defined as hazardous pursuant to ss. 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos
or material containing asbestos, polychlorinated biphenyls ("PCBs"), radon gas,
urea formaldehyde and any substances classified as being "in inventory", "usable
work in process" or similar classification that would, if classified as
unusable, be included in the foregoing definition.
"Highest Lawful Rate": As defined in Section 14.19 of the Indenture.
"Holder": A Bondholder.
"Holding Trust": ICCMIC Commercial Holding Trust 1999-1, a Delaware
business trust, and its successors in interest.
"Holding Trust Agreement": The Holding Trust Agreement, dated as of
February 1, 1999, between the Trustor and the Holding Trustee, pursuant to which
the Holding Trust was created, and any amendments or supplements thereto.
"Holding Trust Certificate": The certificate which represents 100%
of the ownership interest of the Holding Trust, with a "Holding Trust
Certificate" designation on the face thereof, executed and authenticated by the
Holding Trustee and substantially similar in form to Exhibit A attached to the
Holding Trust Agreement.
"Holding Trustee": Wilmington Trust Company, a Delaware banking
corporation, and its successors in interest, in its capacity as trustee under
the Holding Trust Agreement.
"Holding Trustee Fee": A fee of $4,000 per annum, payable each year
on the Payment Date occurring in the month in which the anniversary of the
Closing Date occurs, commencing in March 2000.
"Holding Trustee's Agent": Any agent or attorney of the Holding
Trustee appointed by the Holding Trustee to execute one or more of the trusts or
powers under the Holding Trust Agreement.
"Holding Trustee's Office": The principal corporate trust office of
the Holding Trustee at which, at any particular time, its corporate trust
business is administered, which office at the Closing Date is located at the
address of the Holding Trustee set forth in Section 13.4 of the Holding Trust
Agreement.
"Indenture": The Indenture, dated as of February 1, 1999 between the
Issuer, acting through the Owner Trustee and the Indenture Trustee and any
amendment or supplement thereto.
"Indenture Trustee": LaSalle National Bank, a national banking
association, and its successors in interest, in its capacity as Indenture
Trustee under the Indenture, or any successor trustee appointed as provided in
the Indenture.
"Indenture Trustee Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Indenture Trustee Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"Indenture Trustee Fee Rate": A fee rate of 0.008%.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Issuer, the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer and any and
all Affiliates thereof, (ii) does not have any direct financial interest in or
any material indirect financial interest in any of the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Issuer within the meaning of
Section 856(d)(3) of the Code, so long as the Issuer does not receive or derive
any income from such Person and provided that the relationship between such
Person and the Issuer is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicer shall not be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Issuer to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Issuer and the Special
Servicer of an Opinion of Counsel, which shall be at no expense to the Issuer or
the Special Servicer, 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 856(e) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
Interest Rate Adjustment Date, the base index used to determine the new Mortgage
Interest Rate in effect thereon as specified in the related Mortgage Note.
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any insurance
policy required to be maintained under the Servicing Agreement or the related
Mortgage Loan Documents.
"Insurance Proceeds": With respect to each Mortgage Loan, proceeds
of any primary hazard insurance policy required to be maintained pursuant to
Section 4.06 of the Servicing Agreement, or any other Insurance Policy covering
such Mortgage Loan or the related Mortgaged Property, to be held in an escrow
account or a trust account, which is an Eligible Account, pursuant to the terms
of the related Mortgage Loan Documents, related to such Mortgage Loan and
applied or to be applied to the restoration or repair of the related Mortgaged
Property or required to be released to the related Mortgagor in accordance with
the terms of the related Mortgage Loan Documents and applicable Law, or, to the
extent not expressly provided therein, in accordance with Accepted Master
Servicing Practices or Accepted Special Servicing Practices, as applicable, and
applicable Law.
"Interest Accrual Period": With respect to any Payment Date and any
Class of Bonds (other than the Class S, Class X, Class F, Class G and Class H
Bonds), the period from the immediately preceding Payment Date (or with respect
to the initial Payment Date, from the Closing Date) to and including the day
immediately preceding the applicable Payment Date. The Interest Accrual Period
for the Class F and Class G Bonds (and for the Class S and Class X Bonds with
respect to Shortfall Amounts) on each Payment Date will be the calendar month
preceding the month in which such Payment Date occurs. The Class S, Class X and
Class H Bonds do not have Interest Accrual Periods and will not accrue interest
(other than with respect to Class S Shortfalls and Class X Shortfalls, as
applicable).
"Interest Rate Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Mortgage Interest Rate is
subject to adjustment pursuant to the related Mortgage Note.
"Interested Person": As of any date of determination with respect to
any Mortgage Loan, the Mortgagor, the Mortgage Loan Seller, the Loan Originator,
the Issuer, the Indenture Trustee, the Fiscal Agent, the Owner Trustee, the
Special Servicer, any Independent Contractor engaged by the Special Servicer, or
the Master Servicer.
"Investment Company Act": The Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"IRS": The Internal Revenue Service, or any successor thereto.
"Issuer": ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware
business trust established pursuant to the Deposit Trust Agreement, and its
successors in interest.
"Issuer Default": Any occurrence which is, or with notice or the
lapse of time or both would become, an Issuer Event of Default.
"Issuer's Equity": The right of the Ownership Certificateholder or
its designee to (i) receive all payments on and proceeds of the Collateral not
otherwise allocable to pay interest, principal or other amounts due on the Bonds
in accordance with their terms or expenses of the Trust Estate, and (ii) to have
the remaining Collateral returned to it after the Indenture is satisfied and
discharged.
"Issuer Event of Default": As defined in Section 5.01 of the
Indenture.
"Issuer Request" or "Issuer Order": A written request or order
signed in the name of the Issuer by an Authorized Officer of the Owner Trustee
and delivered to the Indenture Trustee.
"Law": Any judgment, order, decree, writ, injunction, award,
statute, rule, regulation or requirement of any federal, state, local or other
agency, commission, instrumentality, tribunal, governmental authority,
arbitrator or court having or asserting jurisdiction over any particular Person,
property or matter applicable to such particular Person, property or matter.
"LIBOR": With respect to any Payment Date, the per annum rate for
U.S. Dollar deposits determined in accordance with Section 1.03 of the
Indenture.
"LIBOR Business Day": Any day other than (i) Saturday or a Sunday or
(ii) a day on which banking institutions in the cities of Chicago, Illinois, New
York, New York, or London, England are required or authorized by Law to be
closed.
"LIBOR Deficiency Amount": To the extent that the Bond Interest Rate
on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D or Class E
Bonds for any Payment Date is determined to be the Weighted Average Remittance
Rate, the excess with respect to such Payment Date of (i) the amount of interest
that would have been payable on such Bonds at the Bond LIBOR Rate for such Class
of Bonds and such Payment Date, over (ii) the amount of interest that is payable
on such Class of Bonds at the Weighted Average Remittance Rate for such Payment
Date.
"LIBOR Rate Adjustment Date": As defined in Section 1.03 of the
Indenture.
"Liquidation Event": With respect to any Mortgage Loan or Specially
Serviced 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 or Specially Serviced Mortgage Loan; (iii) such Mortgage Loan is
repurchased by the Mortgage Loan Seller pursuant to Sections 2.05 or 3.01(d) of
the Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is repurchased by
the Loan Originator pursuant to Section 3 of the Warranty Agreement; (v) such
Mortgage Loan is repurchased by the Ownership Certificateholder pursuant to
Section 11.01 of the Indenture; or (vi) such Specially Serviced Mortgage Loan is
purchased (or sold to a third-party) by the Special Servicer pursuant to Section
6.05 of the Servicing Agreement.
"Liquidation Proceeds": Cash (including any Excess Insurance
Proceeds or Excess Condemnation Proceeds, but excluding REO Proceeds) received
in connection with the liquidation of a Mortgage Loan or Specially Serviced
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise.
"Loan Maturity Date": 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.
"Loan Originator": Southern Pacific Bank, a California banking
corporation, and its successors in interest.
"Loss Mortgage Loan": Any Mortgage Loan (i) as to which a
Liquidation Event has occurred, (ii) with respect to which the Master Servicer,
the Indenture Trustee or the Fiscal Agent, as applicable, has determined that an
Advance previously made or proposed to be made is a Nonrecoverable Advance, or
(iii) with respect to which a Deficient Valuation has been made or a portion of
the principal balance thereof has been otherwise permanently forgiven, by
modification or otherwise.
"MAI Appraisal": Any appraisal prepared by an Independent member of
the Appraisal Institute (who has five years' experience with property types
comparable to the property type of the related Mortgaged Property and in the
jurisdiction in which the related Mortgaged Property is located) required
pursuant to Section 6.13 of the Servicing Agreement.
"Margin": With respect to the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D and Class E Bonds, the percentages set forth below:
Class Margin
----- ------
A-1 0.28%
A-2 0.42%
A-3 0.60%
B 0.88%
C 1.55%
D 2.00%
E 2.35%
"Master Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, and its successors in interest, or any
successor servicer appointed as such as provided in the Servicing Agreement.
"Master Servicing Duties": The duties and obligations of the Master
Servicer under the Servicing Agreement.
"Master Servicer Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Master Servicing Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Master Servicer Fee
includes the fee payable to the Primary Servicer.
"Master Servicing Fee Rate": A fee rate of 0.30%.
"Maturity": With respect to any Bond, the date, if any, as of which
the principal of and interest on such Bond (or in the case of the Class S and
Class X Bonds, the final Class S Scheduled Payment and Class X Scheduled
Payment, respectively, or the Class S Early Termination Amount and Class X Early
Termination Amount, respectively) has become due and payable as provided in the
Indenture, whether at the Stated Maturity Date, if any, by declaration of
acceleration or otherwise.
"Maximum Offered Bond Rate": With respect to any Offered Bond (other
than the Class S Bonds), 14.00% per annum.
"Monitoring Bondholder": Each Holder (or Bond Owner, if applicable)
of a Bond of a Monitoring Class as certified to the Indenture Trustee from time
to time by such Holder or Bond Owner.
"Monitoring Class": As defined in Section 11.01(c) of the
Servicing Agreement.
"Monthly Payment": The amount due in respect of any Mortgage Loan on
any related Due Date, equal to the amount of the monthly payment that is
scheduled to be due in respect thereof on such date in accordance with the terms
of such Mortgage Loan in effect on the Closing Date (including any adjustments
made from time to time after the Closing Date to the Mortgage Interest Rate in
accordance with such terms), and assuming that each prior Monthly Payment has
been made in a timely manner.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note, including the assignment of leases and rents related
thereto.
"Mortgage Collateral": As used with respect to the Bonds, the
Pledged Mortgage Loans plus all payments thereon after the Cut-Off Date
(excluding Prepayment Premiums collected on such Mortgage Loans), together with
the related Mortgage Loan Files and Servicing Files and the Issuer's interest in
any Mortgaged Property that secured any Mortgage Loan but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date.
"Mortgage Interest Rate": With respect to any Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan in accordance with
the terms of the related Mortgage Note.
"Mortgage Loan": Each of the mortgage loans which has been Granted
as Collateral pursuant to the Indenture and accepted by the Indenture Trustee
pursuant to Section 13.01 of the Indenture and from time to time held by the
Indenture Trustee on behalf of the Bondholders, the Mortgage Loans so held
pursuant to Section 13.01 of the Indenture being identified on the Mortgage Loan
Schedule (including, any successor REO Mortgage Loan). As used in this
definition, the term "mortgage loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage Loan
File but does not include the right to any Prepayment Premiums remitted by a
Mortgagor with respect to a Mortgage Loan, which Prepayment Premiums shall be
the property of the Mortgage Loan Seller.
"Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, each document or instrument set forth in clauses
(i)-(viii) of the definition of Mortgage Loan File, any collateral assignments
of property management agreements and other services agreements required by the
applicable commitment and other loan documents and all assumption, modification,
consolidation, substitution and extension agreements, any physical assessment
report of the Mortgaged Property, all surveys, all insurance policies, any
environmental site assessment of the Mortgaged Property, any lease subordination
agreements and tenant estoppels, any borrower's counsel opinions and other
agreements, if any, pertaining to such Mortgage Loan.
"Mortgage Loan File": With respect to any Pledged Mortgage Loan,
collectively, the following documents:
(i) the original executed Mortgage Note (or, if accompanied by a
"lost note" affidavit, a copy thereof), endorsed by the
Mortgage Loan Seller or the prior holder of record, in blank
or as follows: "Pay to the order of LaSalle National Bank, as
indenture trustee for the registered holders of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1, without recourse";
(ii) an original of the Mortgage and of any intervening assignments
thereof that precede the assignment referred to in clause (iv)
of this definition, with evidence of recording indicated
thereon (unless such document has not yet been returned from
the applicable recording office, in which case a certified
copy of such document as submitted for recording);
(iii) an original of any related Assignment of Leases and Rents (if
such item is a document separate from the Mortgage) and of any
intervening assignments thereof that precede the assignment
referred to in clause (v) of this definition, with evidence of
recording indicated thereon (unless such document has not yet
been returned from the applicable recording office, in which
case a certified copy of such document as submitted for
recording);
(iv) an original Assignment of Mortgage, executed by the Mortgage
Loan Seller or the prior holder of record, in blank or to the
order of the Indenture Trustee, with the assignment to the
Indenture Trustee in the following form: "LaSalle National
Bank, as indenture trustee for the registered holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1," in recordable form;
(v) an original assignment of any related Assignment of Leases and
Rents (if such item is a document separate from the Mortgage),
executed by the Mortgage Loan Seller or the prior holder of
record, in blank or to the order of the Indenture Trustee,
with the assignment to the Indenture Trustee in the following
form: "LaSalle National Bank, as indenture trustee for the
registered holders of ICCMAC Multifamily and Commercial Trust
1999-1, Collateralized Mortgage Bonds, Series 1999-1," in
recordable form;
(vi) originals or certified copies of all assumption, modification,
consolidation, substitution and extension agreements in those
instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified or the Mortgage or Mortgage
Note has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Pledged Mortgage Loan, or, if such policy has not been
issued, an irrevocable, binding commitment to issue such title
insurance policy, or, with respect to each related Mortgage
Loan for which the related Mortgaged Property is located in a
jurisdiction which does not provide for a lender's title
insurance policy, an attorney's opinion of title by an
attorney licensed to practice Law in the jurisdiction where
the related Mortgaged Property is located;
(viii)either (A) the originals of all intervening assignments
(other than the assignments set forth above), if any,
including warehousing assignments, with evidence of recording
thereon, (B) copies of such assignments certified by a title
company, if any, or escrow company to be true and complete
copies thereof where the originals have been transmitted for
recording until such time as the originals are returned by the
public recording office, or (C) copies of such assignments
certified by the public recording offices where such
assignments were recorded to be true and complete copies
thereof in those instances where the public recording offices
retain the original or where the original recorded assignments
are lost; and
(ix) any escrow, guarantee and environmental liability agreement.
provided, that whenever the term "Mortgage Loan File" is used to refer to
documents actually received by the Indenture Trustee or by a Custodian on its
behalf, such term shall not be deemed to include such documents required to be
included therein unless they are actually so received, and with respect to any
receipt or certification by the Indenture Trustee or the Custodian for documents
described in clause (vi) of this definition, shall be deemed to include only
such documents to the extent a Responsible Officer of the Indenture Trustee or
Custodian has actual knowledge of their existence.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of February 1, 1999, between the Mortgage Loan Seller and
the Depositor regarding the sale, transfer and assignment of the Mortgage Loans
to the Depositor, a copy of which is attached to the Indenture as Exhibit F.
"Mortgage Loan Schedule": The list of Mortgage Loans sold by the
Mortgage Loan Seller to the Depositor pursuant to the Mortgage Loan Purchase
Agreement which were simultaneously transferred to the Issuer pursuant to the
Deposit Trust Agreement and pledged by the Issuer to the Indenture Trustee and
granted as Collateral to secure the Bonds pursuant to the Indenture. Such list
is attached to the Servicing Agreement as Exhibit A, to the Indenture as
Schedule I, and to the Mortgage Loan Purchase Agreement as Exhibit A.
"Mortgage Loan Seller": Imperial Credit Commercial Mortgage
Investment Corp., a Maryland corporation, and its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgaged Property": The underlying property (including any REO
Property) that secures a Mortgage Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property, fixtures, leases and other
property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"New Lease": Any lease of an REO Property entered into at the
direction of the Special Servicer on behalf of the Issuer, including any lease
renewed, modified or extended on behalf of the Issuer, if the Issuer has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made by the Master Servicer, the Special Servicer, the Indenture Trustee or
the Fiscal Agent, in respect of a Mortgage Loan which together with interest
thereon, in the reasonable good faith judgment of the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, will
not, or, in the case of a proposed Advance, would not, together with interest at
the Advance Rate thereon, be ultimately recoverable by the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, from
net proceeds and collections received solely with respect to such Mortgage Loan
or the related Mortgaged Property, including related Excess Insurance Proceeds,
Liquidation Proceeds, REO Proceeds, Excess Condemnation Proceeds and escrowed
amounts, which determination shall be set forth in a Nonrecoverable Advance
Certificate filed with the Indenture Trustee. The Indenture Trustee and the
Fiscal Agent may conclusively rely on the determination of nonrecoverability
made by the Master Servicer or the Special Servicer.
"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer of the Master Servicer, or by a Responsible Officer of the
Indenture Trustee or the Fiscal Agent, as applicable, setting forth the
determination of a Nonrecoverable Advance and the procedures and considerations
of the Master Servicer, the Special Servicer, the Indenture Trustee or the
Fiscal Agent, as applicable, forming the basis of such determination (including
but not limited to copies of information such as related income and expense
statements, any appraisals, rent rolls, occupancy status, property inspections,
and other Servicer inquiries with respect to the value of the related Mortgaged
Property).
"Non-Registered Bond": Any Bond that has not been registered under
the Securities Act. As of the Closing Date, the Non-Registered Bonds are the
Class X, Class F, Class G and Class H Bonds.
"Non-U.S. Person": A person other than a U.S. Person.
"Offered Bonds": Any Class A-1, Class A-2, Class S, Class A-3, Class
B, Class C, Class D or Class E Bond.
"Officer's Certificate": A certificate signed by any one Authorized
Officer of the Person from whom said certificate is required or, in the case of
an Officer's Certificate of the Issuer, a certificate signed by any Authorized
Officer of the Owner Trustee, and, to the extent delivered to the Indenture
Trustee, complying with the applicable requirements of Section 14.01 of the
Indenture. Unless otherwise specified, any reference in the Indenture to an
Officer's Certificate shall be to an Officer's Certificate of the Issuer.
"One-Month LIBOR": With respect to any Payment Date, the applicable
one-month LIBOR rate for one-month U.S. dollar deposits, determined as set forth
in Section 1.03 of the Indenture.
"Operative Agreements": The Indenture, the Servicing Agreement, the
Primary Servicing Agreement, the Deposit Trust Agreement, the Holding Trust
Agreement, the Administration Agreement, the Mortgage Loan Purchase Agreement
and the Warranty Agreement.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Issuer, the Depositor, the Mortgage Loan
Seller, the Master Servicer, or Special Servicer (if required to be delivered
under any of the Operative Agreements, then acceptable and delivered to the
Indenture Trustee), except that any opinion of counsel relating to (i) federal
income taxation matters, (ii) the resignation of the Master Servicer or the
Special Servicer pursuant to Section 3.11 of the Servicing Agreement, or (iii)
any actions or duties which cannot be undertaken or are no longer permitted
under applicable Law, must be an opinion of counsel who is Independent.
"Outstanding": Shall mean, as of any date of determination, all
Bonds theretofore authenticated and delivered under the Indenture, except:
(i) Bonds theretofore canceled by the Bond Registrar or delivered to
the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any other Paying Agent (other than the
Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee or any
other Paying Agent, has been made; and
(iii)Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture, other than
any such Bonds in respect of which there shall have been
presented to the Bond Registrar proof satisfactory to it that
such Bonds are held by a bona fide purchaser in whose hands such
Bonds are valid obligations of the Issuer;
provided, however, that in determining whether the Holders of Bonds with the
requisite aggregate Bond Principal Amount, or representing the requisite
percentage of Voting Rights, have given any request, demand, authorization,
vote, direction, notice, consent or waiver hereunder, except as otherwise
expressly provided herein, Bonds owned by the Issuer, any other obligor on Bonds
or the Depositor (each of the foregoing Persons, solely for purposes of this
definition, an "Interested Person") or by any Affiliate of an Interested Person
shall be disregarded and deemed not to be Outstanding (unless any such Person or
Persons owns all the Bonds), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which the Bond
Registrar knows to be so owned shall be so disregarded, and also except that
Bonds so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Bond Registrar
in its sole discretion the pledgee's right to act with respect to such Bonds and
that the pledgee is not an Interested Person or any Affiliate of an Interested
Person.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, or its successors in interest, in its capacity as trustee under the
Deposit Trust Agreement.
"Owner Trustee Calculation Fee Rate" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $4,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Owner Trustee Fee": An annual fee of $4,000.00, payable monthly on
each Payment Date, plus any additional fees and expenses payable to the Owner
Trustee, as set forth in the written Fee and Indemnity Agreement among the Owner
Trustee, the Mortgage Loan Seller and the Depositor.
"Owner Trustee's Agent": Any agent or attorney of the Owner Trustee
appointed by the Owner Trustee to execute one or more of the trusts or powers
hereunder.
"Owner Trustee's Office": The principal corporate trust office of
the Owner Trustee at which, at any particular time, its corporate trust business
is administered, which office at the Closing Date is located at the address of
the Owner Trustee set forth in Section 13.4 of the Deposit Trust Agreement.
"Ownership Certificate": The certificate which represents 100% of
the Issuer's Equity, with an "Ownership Certificate" designation on the face
thereof, executed and authenticated by the Owner Trustee and substantially in
the form of Exhibit A attached to the Deposit Trust Agreement.
"Ownership Certificateholder": With respect to the Ownership
Certificate, the Person in whose name the Ownership Certificate is registered on
the Ownership Certificate Register. Initially, the Holding Trust shall be the
Ownership Certificateholder.
"Ownership Interest": As to any Bond, any ownership or security
interest in such Bond as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for a Paying Agent specified in Section 3.03 of the
Indenture and is authorized and appointed pursuant to Section 3.03 of the
Indenture by the Issuer to pay the principal of, or interest on any Bonds on
behalf of the Issuer. The principal office of the initial Paying Agent is
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674.
"Payment Account": The segregated trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 8.01 of the
Indenture.
"Payment Date": The 25th day of each month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in March 1999.
The final Payment Date on any Bond shall occur only after due notice by the
Indenture Trustee and only upon presentation and surrender of such Bond at the
location specified on the notice given by the Indenture Trustee.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.05 of the
Servicing Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to and
without duplication, payment or reimbursement of interest thereon at the Advance
Rate from and including the date of the making of such P&I Advance through and
including the date of payment or reimbursement.
"Percentage Interest": With respect to any Bond, the portion of the
relevant Class evidenced by such Bond, expressed as a percentage, the numerator
of which is the initial Bond Principal Amount of such Bond as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
initial aggregate Bond Principal Amount of the relevant Class.
"Permitted Investments": Any one or more of the obligations and
securities listed below that provide for a date of maturity of not more than 30
days but in any event not later than the date prior to the date such funds will
be required to be available for distribution:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by
the full faith and credit of the United States of America;
(ii) federal funds, time deposits in, unsecured certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the
Laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, the commercial paper or other short-term
debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) which has the Required Rating and a maturity of
not more than 365 days;
(iii)commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 270 days after the date of issuance thereof) that has the
Required Rating for short-term debt;
(iv) repurchase obligations with respect to any security described in
clause (i) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards
described in clause (ii) above and having maturities of not more
than 365 days;
(v) units of taxable money market funds, which funds seek to maintain
a constant asset value and have been rated "AAAm" or "AAAmg" by
Standard & Poor's, and by any other Rating Agency in its highest
rating category, or which have been designated in writing by each
Rating Agency as Permitted Investments for purposes of this
definition; and
(vi) any other obligation or security acceptable to each Rating
Agency, as confirmed in writing that would not result in a
downgrading, qualification or withdrawal of the ratings then
assigned to the Bonds;
provided, however, that no such instrument shall be a Permitted Investment if
(v) such instrument evidences a right to receive either (A) only interest
payments with respect to the obligations underlying such instrument or (B) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations; (w) its terms do not have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change; (x) to the extent rated, an "r" highlighter is affixed to its rating;
(y) to the extent the related interest rate is variable, interest thereon is not
tied to a single interest rate index plus a single fixed spread (if any), or
does not move proportionately with that index; or (z) such instrument is
purchased at a premium over par.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability corporation, limited liability company, limited liability partnership,
or government or any agency or political subdivision thereof.
"Phase I Environmental Report": A report similar in form and
substance to a "phase I" report, as described in, and meeting the criteria of,
(i) Chapter 5 of the Federal National Mortgage Association Multifamily Guide or
any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"Plan": Any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code.
"Pledged Account": Any account, including the Collection Account and
the Payment Account, Granted as security for the Bonds.
"Pledged Mortgage Loan": Any one of the Mortgage Loans pledged to
the Indenture Trustee by the Issuer pursuant to the granting clause of the
Indenture, that from time to time are held as a part of the Trust Estate and as
are more fully described on Schedule I of the Indenture.
"Predecessor Bond": With respect to any Bond and Class, every
previous Bond and Class evidencing all or a portion of the same debt as that
evidenced by such Bond; for the purpose of this definition, any Bond
authenticated and delivered under Section 2.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Bond of the same Class shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Bond.
"Prepayment Interest Excess": With respect to any Payment Date, for
each Mortgage Loan that was subject to a Principal Prepayment in full or in part
after the Due Date occurring in the related Collection Period, the amount of
interest accrued at the Remittance Rate for such Mortgage Loan on the amount of
such Principal Prepayment during the period from and after such Due Date, to the
extent collected.
"Prepayment Interest Shortfall": With respect to any Payment Date,
for each Non-Specially Serviced Mortgage Loan that was subject to a Principal
Prepayment in full or in part prior to the Due Date occurring in the related
Collection Period, the amount of interest that would have accrued at the
Remittance Rate (but without subtracting the Indenture Trustee Fee from the
calculation thereof) for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or payable,
as set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment. The right to receive Prepayment Premiums shall be retained
by the Mortgage Loan Seller.
"Primary Servicer": Initially, Southern Pacific Bank, pursuant to
the Primary Servicing Agreement.
"Primary Servicing Agreement": The Primary Servicing Agreement,
dated as of February 1, 1999, between the Master Servicer and the Primary
Servicer regarding the initial primary servicing of the Mortgage Loans (except
for Specially Serviced Mortgage Loans) by the Primary Servicer, and any
amendments or supplements thereto.
"Prime Rate": As of any day, the per annum rate reported as the
"Prime Rate" in The Wall Street Journal on the immediately preceding Business
Day.
"Principal Payment Amount": With respect to any Payment Date, the
aggregate of the following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) due, and any Assumed Monthly Payments deemed
due, as the case may be, in respect of the Mortgage Loans for
their respective Due Dates occurring during the related
Collection Period, to the extent such Monthly Payments or Assumed
Monthly Payments, as applicable, are received during such
Collection Period or a P&I Advance is made with respect to such
Monthly Payments or Assumed Monthly Payments prior to such
Payment Date;
(ii) all payments (including Principal Prepayments and Balloon
Payments, but excluding Prepayment Premiums) and other
collections (including Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds) that were received on or in
respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master
Servicer or Special Servicer, as applicable, as recoveries of
principal thereof, in each case net of any portion of such
payment or other collection that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Monthly
Payment deemed due, in respect of the related Mortgage Loan on a
Due Date during or prior to the related Collection Period and not
previously recovered; and
(iii)if such Payment Date is subsequent to the initial Payment Date,
the excess, if any, of (A) the Principal Payment Amount for the
immediately preceding Payment Date, over (B) the aggregate
payments of principal made in respect of the Bonds on such
immediately preceding Payment Date.
"Principal Prepayment": Any payment or other recovery of principal
on a Mortgage Loan that is received in advance of its scheduled Due Date which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Private Bonds": The Class X, Class F, Class G and Class H Bonds.
"Proceeding": Any suit in equity, action at Law or other judicial or
administrative proceeding.
"Property Protection Advance": Any expenses identified in the
Servicing Agreement as Property Protection Expenses which are required to be
advanced by the Master Servicer, or by the Special Servicer, consistent with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, or by the Indenture Trustee or the Fiscal Agent, to the extent the
Master Servicer or the Special Servicer fails to make such advances.
"Property Protection Expenses": The following costs and expenses,
but, with respect to items (ii) through (xiii) below, only to the extent that
they are paid to third persons in arms' length arrangements, which may, to the
extent expressly approved in the related Asset Strategy Report as to the Special
Servicer, be Affiliates, who are generally in the business of providing such
goods and services and that such expenses are reasonable for the types of goods
or services provided in the geographical area in which such goods or services
are provided: (i) real estate taxes, assessments and similar charges; (ii)
premiums for insurance; (iii) utility costs; (iv) payments required under
service contracts, including but not limited to service contracts for heating,
ventilation and air conditioning systems, elevators, landscape maintenance, pest
extermination, security, model furniture, swimming pool service, trash removal,
answering service, credit checks and monitoring the satisfaction of real estate
tax assessments and the designation from time to time of special flood hazard
areas; (v) payroll costs and benefits for on-site maintenance personnel,
including but not limited to housekeeping employees, porters and general
maintenance and security employees; (vi) property management fees; (vii) usual
and customary leasing and sales brokerage expenses and commissions and other
costs and expenses associated with marketing, selling or otherwise disposing of
Specially Serviced Mortgage Loans or REO Properties including, without
limitation, marketing brochures, auction services, reasonable legal fees,
surveys, title insurance premiums and other title company costs; (viii) permits,
licenses and registration fees and costs; (ix) any expense necessary in order to
prevent or cure a breach under a lease, contract or agreement, if the
consequences of failure to prevent or cure could, in the sole judgment of the
Special Servicer, have a material adverse effect with respect to the Mortgage
Loan, REO Property or Mortgaged Property; (x) any expense necessary in order to
prevent or cure a material violation of any applicable Law, regulation, code or
ordinance with respect to any Mortgaged Property, including without limitation
any environmental remediation; (xi) costs and expenses of appraisals,
valuations, surveys, inspections, environmental assessments, credit reports, or
market studies (including, in each case, review thereof); (xii) other such
reasonable marketing, legal, accountants expert witness fees and other fees and
expenses incurred by the Special Servicer in connection with the enforcement,
collection, foreclosure, management and operation of Specially Serviced Mortgage
Loans or REO Properties, the bankruptcy of any related Mortgagor, and the
performance of their servicing duties under the Servicing Agreement; and (xiii)
such other expenses as are reasonable and immediately necessary to operate a
Mortgaged Property or REO Property and to protect and maintain the lien of the
Mortgage on such Mortgaged Property or REO Property or to enforce the related
Mortgage Loan Documents.
"Prospectus": The prospectus, dated February 19, 1999 of the
Depositor.
"Prospectus Supplement": The prospectus supplement, dated March 5,
1999 to the Prospectus prepared by the Depositor in connection with the offering
of the Class A-1, Class A-2, Class S, Class A-3, Class B, Class C, Class D and
Class E Bonds.
"PTCE": A "prohibited transaction class exemption", as related to
ERISA.
"Purchase Price": With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the date of purchase, together with (i) all
unpaid accrued interest thereon at the Mortgage Interest Rate on such Mortgage
Loan from the date as to which interest was last paid by the related Mortgagor
to the Due Date in the Collection Period in which the relevant repurchase is to
occur, (ii) all related unreimbursed Property Protection Advances, (iii) all
accrued and unpaid interest on related Advances, (iv) any related compensation
payable to the Special Servicer, and (v) any expense arising out of the
enforcement of the repurchase obligation and any costs associated with such
repurchase.
"QIB": A "qualified institutional buyer" within the meaning of Rule
144A.
"QRS": A "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.
"Qualified Insurer": An insurance company:
(i) duly qualified as such under the Laws of the state in which the
related Mortgaged Property is located;
(ii) duly authorized and, if required, licensed in such state to
transact the applicable insurance business and to write the
insurance provided; and
(iii)whose claims paying ability is rated at least "A" by each Rating
Agency (or, if not rated by each of the Rating Agencies, rated at
least "A" by Standard & Poor's and any other nationally
recognized statistical rating organization which rates the claims
paying ability of such insurance company.
"Rated Bond": Any of the Class A-1, Class A-2, Class S, Class A-3,
Class B, Class C, Class D, Class E, Class X, Class F, Class G and Class H Bonds.
"Rating Agency": Each of Standard & Poor's and DCR.
"Real Estate Loan Purchase and Sale Agreements": Collectively, those
four individual Agreements for Purchase and Sale of Real Estate Loans, dated as
of October 1, 1997, December 8, 1997, March 27, 1998 and June 30, 1998, each
between the Mortgage Loan Seller and the Loan Originator, whereby the Mortgage
Loan Seller acquired the Mortgage Loans from the Loan Originator.
"Realized Loss": With respect to each Loss Mortgage Loan for which
(A) an event set forth in clause (i) or (ii) of the definition of Loss Mortgage
Loan has occurred, an amount equal to (i) the Stated Principal Balance of the
Loss Mortgage Loan as of the date of such event, plus (ii) interest at the
Remittance Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which such event occurred on
the Stated Principal Balance of such Loss Mortgage Loan outstanding during each
Collection Period that such interest was not paid or advanced, plus (iii) any
unreimbursed Advances and interest accrued and payable thereon at the Advance
Rate, minus (iv) the proceeds, if any, received during the month in which such
event occurred, to the extent applied as recoveries of interest at the
Remittance Rate and to principal of the Mortgage Loan, or (B) an event set forth
in clause (iii) of the definition of Loss Mortgage Loan has occurred, the amount
determined to have been permanently forgiven.
With respect to each Loss Mortgage Loan with respect to which an
Advance previously made has been determined to be a Nonrecoverable Advance an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Mortgage Loan) as of the date of such determination, plus
(ii) interest at the Remittance Rate from the Due Date as to which interest was
last paid or advanced to Bondholders up to the last day of the month in which
such determination was made on the Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon at the Advance Rate, minus (iv) the
proceeds, if any, received during the month in which such determination was
made, to the extent applied as recoveries of interest at the Remittance Rate and
to principal of the Mortgage Loan.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
Realized Losses will not be allocated to reduce the Bond Principal Amounts of
the Bonds.
"Record Date": With respect to any Class of Bonds, the Ownership
Certificate or the Holding Trust Certificate for any Payment Date, the last
Business Day of the month immediately preceding the month in which the related
Payment Date occurs (or, in the case of the first Payment Date, the Closing
Date).
"Redemption Date": The Payment Date specified by the Indenture
Trustee for the redemption of Bonds of any Class pursuant to Section 11.01 of
the Indenture.
"Redemption Price": The greater of (i) the Bond Redemption Amount
and (ii) the aggregate fair market value of the Mortgage Loans and any REO
Properties included in the Trust Estate.
"Registration Statement": The Depositor's Registration Statement on
Form S-3, No. 333-61305, which was filed with the Commission pursuant to the
Securities Act and declared effective on November 20, 1998.
"Registered Bond": Any Bond registered under the Securities Act.
"Registered Holder": The Person whose name appears on the Bond
Register on the applicable Record Date.
"REIT": A "real estate investment trust" within the meaning of
Section 856(a) of the Code.
"Remittance Date": With respect to each Payment Date, one Business
Day preceding such Payment Date.
"Remittance Rate": With respect to any Mortgage Loan as of any
Payment Date, the per annum rate equal to the excess of the related Mortgage
Interest Rate (without giving effect to any modification, waiver, or amendment
or other reduction thereof following the Cut-Off Date) after giving effect to
the Master Servicer Fee and the Indenture Trustee Fee on the Mortgage Loans as
of the Due Date in the month preceding the month in which such Payment Date
occurs.
"Remittance Report": The report prepared pursuant to Section 4.09(a)
of the Servicing Agreement.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The trust account or accounts created and maintained
by the Master Servicer pursuant to Section 6.06 of the Servicing Agreement which
shall be entitled "Banc One Mortgage Capital Markets, LLC, in trust for LaSalle
National Bank, as Indenture Trustee, in trust for Holders of ICCMAC Multifamily
and Commercial Trust 1999-1, Collateralized Mortgage Bond Series 1999-1, REO
Account" and which must be an Eligible Account.
"REO Account Report": The report prepared pursuant to Section
6.08(b) of the Servicing Agreement.
"REO Acquisition": The acquisition by the Special Servicer on behalf
of the Issuer for the benefit of the Bondholders of any Mortgaged Property.
"REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Special Servicer on behalf of the
Issuer through foreclosure or by deed in lieu of foreclosure, or otherwise in
connection with a defaulted Mortgage Loan, until the Special Servicer has
determined that all amounts that it reasonably expects to recover from or on
account of such Mortgage Loan have been recovered, whether from Excess
Condemnation Proceeds, Excess Insurance Proceeds, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or otherwise (in which
case such Mortgage Loan shall no longer be an REO Mortgage Loan).
"REO Proceeds": Proceeds received in respect of any REO Property
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Issuer and is part of the Trust Estate securing the
Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in
connection with a defaulted Mortgage Loan.
"Representative": J.P. Morgan Securities Inc., acting on behalf of
the several Underwriters pursuant to the Underwriting Agreement.
"Request for Release and Receipt of Documents": A written Request
for Release and Receipt of Documents, substantially in the form of Exhibit B to
the Servicing Agreement.
"Required Rating": For purposes of the definition of "Permitted
Investments" the following ratings:
(a) with respect to commercial paper, short-term debt obligations or
other short-term deposits, the highest short-term rating category of each Rating
Agency (or, if such obligations are not rated by DCR, any two nationally
recognized statistical rating organizations, which shall include Standard &
Poor's and any other rating agency which rates such obligations or deposits; or
(b) with respect to long-term debt obligations, the highest
long-term rating category of each Rating Agency (or, if such obligations are not
rated by DCR, any two nationally recognized statistical rating organizations,
which shall include Standard & Poor's and any other rating agency which rates
such obligations or deposits.
"Resolution": A copy of a resolution certified by an Authorized
Officer of the Owner Trustee to have been duly adopted by the Owner Trustee and
to be in full force and effect on the date of such certification.
"Responsible Officer": As used with respect to the Indenture Trustee
or the Fiscal Agent, any officer assigned to and working in its Asset Backed
Securities Trust Services Group with direct responsibility for the
administration of the Servicing Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
As used with respect to the Owner Trustee, any officer of the Owner
Trustee assigned to the Owner Trustee's Office with direct responsibility for
the administration of the Owner Trust Agreement and also, with respect to a
particular matter, any officer of the Owner Trustee employed within the Owner
Trustee's Office, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Responsible Officer,
such an officer whose name appears on a list of corporate trust officers
furnished to the Depositor and the Indenture Trustee by the Owner Trustee, as
such list may from time to time be amended.
As used with respect to the Holding Trustee, any officer of the
Holding Trustee assigned to the Holding Trustee's Office with direct
responsibility for the administration of the Holding Trust Agreement and also,
with respect to a particular matter, any officer of the Holding Trustee employed
within the Holding Trustee's Office, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, and, in the case of any certification required to be signed
by a Responsible Officer, such an officer whose name appears on a list of
corporate trust officers furnished to the Trustor by the Holding Trustee, as
such list may from time to time be amended.
"Retained Public Bonds": The Class D and Class E Bonds.
"Rule 144A": Rule 144A under the Securities Act.
"Scheduled Payments": Any of the Class S Scheduled Payments and the
Class X Scheduled Payments, as applicable.
"Securities Act": The Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.
"Servicer": The Master Servicer or the Special Servicer, as
applicable.
"Servicer Event of Default": One or more of the events described
in Section 9.01 of the Servicing Agreement.
"Servicing Agreement": The Servicing Agreement dated as of February
1, 1999, among the Issuer, the Indenture Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, and any amendments or supplements thereto.
"Servicing Expense": Any fees, expenses or advances payable or
reimbursable to the Master Servicer or the Special Servicer under the Servicing
Agreement or otherwise in connection with the servicing and administration of
the Mortgage Collateral thereunder.
"Servicing Fee": With respect to any Mortgage Loan and (a) the
Master Servicer, the Master Servicer Fee; or (b) the Special Servicer, the
Special Servicing Fee, as applicable.
"Servicing Files": With respect to any Mortgage Loan:
(i) each related appraisal;
(ii) any related physical assessment report;
(iii)any related Environmental Site Assessment;
(iv) each related Insurance Policy required by the terms of the
Mortgage Loan Documents together with proof of payment of
premiums relating thereto; and
(v) any and all documents in the possession of the Mortgage Loan
Seller or any Affiliate or agent thereof generated or obtained in
connection with the origination or servicing of such Mortgage
Loan (other than any document included in the definition of
"Mortgage Loan File").
"Servicing Officer": With respect to any Servicer, any Assistant
Treasurer, Assistant Secretary, Assistant Vice President, Vice President or
other employee of such Servicer or its general partner, if applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans
under the Servicing Agreement and authorized to act on behalf of such Servicer,
as designated by inclusion on a list of such Persons furnished to the Indenture
Trustee and each other Servicer by the related Servicer, as such list may from
time to time be amended by the related Servicer.
"Servicing Transfer Date": The date after (i) the occurrence of a
Servicing Transfer Event and (ii) the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
6.02(c) of the Servicing Agreement.
"Servicing Transfer Event": The occurrence of any of the following
with respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or order
for such proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment, occurred
which is not reasonably susceptible of cure within the time periods and on the
terms and conditions, if any, provided in the related Mortgage; (vii) the
related Mortgaged Property becomes REO Property; (viii) if for any reason, the
Master Servicer cannot enter into an assumption agreement upon the transfer by
the related Mortgagor of the Mortgage; or (ix) an event has occurred which, in
the reasonable judgment of the Master Servicer, has or will materially and
adversely affect the value of the Mortgaged Property.
"Shortfall Amount": Any Class S Shortfall or Class X Shortfall,
as applicable.
"Special Servicer's Appraisal Reduction Estimate": Any estimate of
the value of a Mortgaged Property prepared by the Special Servicer as required
by Section 6.13(a) of the Servicing Agreement.
"Special Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, or its successors in interest or any
successor special servicer appointed as such as provided in the Servicing
Agreement.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Payment Date, an amount equal to one-twelfth of the
product of (a) the Special Servicing Fee Rate and (b) the Stated Principal
Balance of each Specially Serviced Mortgage Loan or REO Mortgage Loan as of the
Due Date in the preceding calendar month, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Special Servicing Fee Rate": A fee rate of 0.45%.
"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect
to which a Servicing Transfer Event has occurred and which has not ceased to be
a Specially Serviced Mortgage Loan pursuant to Section 6.10 of the Servicing
Agreement.
"Specially Serviced Mortgage Loan Status Report": With respect to
any Mortgage Loan, shall have the meaning set forth in Section 6.08 of the
Servicing Agreement.
"Standard & Poor's": Standard & Poor's Rating Services, a division
of the McGraw-Hill Companies, Inc. or its successor in interest.
"State": Any one of the 50 states of the United States of America,
or the District of Columbia.
"Stated Maturity Date": June 1, 2030, which is the Payment Date
occurring two years after the scheduled Loan Maturity Date of the latest
maturing Mortgage Loan.
"Stated Principal Balance": With respect to any Mortgage Loan
(other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (x) the related Cut-Off Date Balance, minus (y) the sum, without
duplication, of:
(i) the principal portion of each Monthly Payment and Balloon Payment
due on such Mortgage Loan after the Cut-Off Date, to the extent
received from the Mortgagor or advanced by the Master Servicer,
Indenture Trustee or Fiscal Agent (in the case of any delinquent
Monthly Payment) and distributed to Bondholders prior to such
date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-Off Date, to the extent distributed to
Bondholders prior to such date of determination.
(iii)the principal portion of all Insurance Proceeds and Liquidation
Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date, to the extent distributed to Bondholders prior to
such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred
prior to the end of the Collection Period for the most recent
Payment Date.
With respect to any REO Mortgage Loan, as of any date of determination, an
amount (not less than zero) equal to (x) the Stated Principal Balance of the
related Mortgage Loan as of the date of the related REO Acquisition, minus (y)
the sum of:
(i) the principal portion of each P&I Advance made with respect to
such REO Mortgage Loan that was distributed to Bondholders prior
to such date of determination; and
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds received with respect to such REO
Mortgage Loan, to the extent distributed to Bondholders prior to
such date of determination.
A Mortgage Loan shall be deemed to be owned by the Issuer and pledged as
Collateral to secure the Bonds and to have an outstanding Stated Principal
Balance through and including the Payment Date on which the proceeds, if any,
received in connection with a Liquidation Event in respect thereof are to be
distributed to Bondholders.
"Successor Person": As defined in Section 3.13(a) of the Indenture.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a Bond.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Bond.
"Transferor": Any Person who is Transferring any Ownership Interest
in a Bond.
"Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer or a Trust Estate) of the United States
Department of the Treasury.
"Trust": The Issuer.
"Trust Estate": The corpus of the Trust created by the Depositor as
of the Closing Date and to be administered pursuant to the Deposit Trust
Agreement, consisting of all of the Issuer's right, title and interest in and to
any and all benefits accruing to the Issuer from: (a) the Mortgage Loans listed
in the Mortgage Loan Schedule annexed to the Indenture as Schedule I, and all
payments thereon after the Cut-Off Date (excluding the right to receive
Prepayment Premiums with respect to the Mortgage Loans), together with the
related Mortgage Loan Files and Servicing Files and the Issuer's interest in any
Mortgaged Property that secured any such Mortgage Loan, but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date;
(b) the rights of the Issuer to enforce remedies against the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement, against the Administrator under the Administration
Agreement, against the Depositor under the Deposit Trust Agreement and, as
assignee of the Depositor, against the Mortgage Loan Seller under the Mortgage
Loan Purchase Agreement or the Loan Originator under the Warranty Agreement; (c)
the Payment Account; (d) the Collection Account; (e) all present and future
claims, demands, causes and choses in action in respect of the foregoing,
including the rights of the Issuer under the Pledged Mortgage Loans; and (f) all
proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"Trustor": The Mortgage Loan Seller, solely in its capacity as the
trustor of the Holding Trust created pursuant to the Holding Trust Agreement.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana or the Commonwealth of Puerto Rico,
the comparable provisions of Louisiana or Puerto Rico Law, as applicable.
"Unaffiliated Party": With respect to any Person, any Person other
than an Affiliate.
"Underwriters": J.P. Morgan Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC (an Affiliate of the Depositor and the
Mortgage Loan Seller).
"Underwriting Agreement": A certain underwriting agreement, dated
March 5, 1999, among the several Underwriters, as purchasers of the Underwritten
Bonds, the Depositor and the Mortgage Loan Seller.
"Underwritten Bonds": The Class A-1, Class A-2, Class S, Class A-3,
Class B and Class C Bonds.
"Uniform Commercial Code" or "UCC": The Uniform Commercial Code as
in effect in any applicable jurisdiction, as amended from time to time.
"U.S. Person": 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 as of
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Bonds which is assigned to any Class of Bond as of the date of determination.
The voting rights shall be (i) (A) 2.0% in the case of the Class S Bonds,
provided that the Voting Rights of the Class S Bonds shall be reduced to zero
upon the payment in full of all the Class S Scheduled Payments and any unpaid
Class S Shortfalls and accrued interest thereon (B) 1.0% in the case of the
Class X Bonds, provided that the Voting Rights of the Class X Bonds will be
reduced to zero upon the payment in full of all the Class X Scheduled Payments
and any unpaid Class X Shortfalls and accrued interest thereon (as used in this
definition, the sum of such percentages from time to time, is referred to as the
"Fixed Voting Rights Percentage"); and (ii) in the case of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to product of (A) 100% minus the Fixed Voting Rights
Percentage multiplied by (B) a fraction, the numerator of which is equal to the
aggregate Outstanding Bond Principal Amount of any such Class (the Bond
Principal Amount of each of the Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-3 Bonds shall be notionally reduced, in that order
and solely for the purposes of determining the Voting Rights of the related
Class on any such Payment Date to the extent of any Appraisal Reduction Amounts
and Realized Losses notionally allocated to such Class, if applicable, on such
Payment Date) and the denominator of which is equal to the aggregate Outstanding
Bond Principal Amounts of all Classes of Bonds (other than the Class S and Class
X Bonds), which shall be reduced solely for this purpose by the aggregate amount
of any Appraisal Reduction Amounts and Realized Losses notionally allocated to
such Classes, if applicable. To the extent that the aggregate of the Appraisal
Reduction Amounts and Realized Losses for any Payment Date exceed the Bond
Principal Amount for any Class, such excess will be applied to notionally reduce
the Bond Principal Amount of the next most subordinate Class of Bonds on such
Payment Date solely for such purpose, provided, however, that no Bond Principal
Amount in respect of any such Class may be notionally reduced below zero. The
Voting Rights of any Class of Bonds shall be allocated among the Bondholders of
such Class in proportion to their respective Percentage Interests.
"Weighted Average Remittance Rate": With respect to any Payment
Date, (i) the rate per annum equal to the weighted average, by Stated Principal
Balance, expressed as a percentage and rounded to eight decimal places, of the
Remittance Rates on the Mortgage Loans prior to giving effect to distributions
thereon in the Collection Period immediately preceding such Payment Date, less
(ii) the Additional Fee Rate; provided that for purposes of calculating the
Weighted Average Remittance Rate, the Mortgage Interest Rates will not reflect
any default interest or increase in a Mortgage Interest Rate occurring after the
related Loan Maturity Date. The Mortgage Interest Rates will also be determined
without regard to any Mortgage Loan modifications, waivers or amendments entered
into after the Cut-Off Date. If a Mortgage Loan accrues interest based on a
360-day year consisting of twelve 30-day months, its interest rate for any month
that is not a 30-day month will be recalculated so that the amount of interest
that would accrue at that rate in such month, calculated based on the actual
number of days elapsed in such month and a 360-day year, will equal the amount
of interest that actually accrues on that Mortgage Loan in that month.
"Workout Fee": The fee payable at the Workout Fee Rate to the
Special Servicer with respect to each Corrected Mortgage Loan.
"Workout Fee Rate": A fee with respect to a Corrected Mortgage Loan
of 1.0% of each collection of interest (other than default interest) and
principal (including Monthly Payments, Principal Prepayments, and Balloon
Payments at the Loan Maturity Date), received on each Corrected Mortgage Loan
for so long as it remains a Corrected Mortgage Loan.
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
<TABLE>
ICCMAC Multifamily and Commercial Trust 1999-1
Collateralized Mortgage Bonds 1999-1
<CAPTION>
Original Cut-Off
Loan Id Property Address City State ZIP Code Balance Date Balance
- --------- ----------------------------------------- ---------------- ------ -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
1630010860 1029 S RECORD AVE LOS ANGELES CA 90023 $175,000 $167,199
1650010884 9863 ALONDRA BLVD BELLFLOWER CA 90706 $208,000 $188,994
1650010970 1514-1516 W MANCHESTER BLVD LOS ANGELES CA 90047 $189,200 $181,507
1650010992 4243-4247 BURNS AVE LOS ANGELES CA 90029 $203,400 $194,572
1650011009 1137 E. 7TH ST. LONG BEACH CA 90813 $185,000 $166,674
1650011176 127 N. CHICAGO STREET LOS ANGELES CA 90033 $157,250 $152,792
1650011307 133-135 1/2 73RD STREET LOS ANGELES CA 90003 $117,000 $111,636
1650011353 1537 PINE AVENUE LONG BEACH CA 90813 $180,000 $174,363
1650012477 3926 DALTON AVENUE LOS ANGELES CA 90062 $157,250 $154,248
1650012536 1746 HAUSER BLVD. LOS ANGELES CA 90019 $166,500 $163,510
1650013002 240-244 WEST OLIVER STREET LOS ANGELES CA 90731 $106,250 $103,843
1650013105 437-441 1/2 WEST 4TH STREET LONG BEACH CA 90802 $116,400 $111,533
1650013429 4005 URSULA AVE LOS ANGELES CA 90008 $322,150 $319,477
1650013432 4238 8TH AVE LOS ANGELES CA 90008 $187,000 $185,446
1650013626 4506-4514 & 1/2 South Normandie Avenue Los Angeles CA 90037 $167,000 $165,782
1700010320 3860 WEST 139TH STREET HAWTHORNE CA 90250 $115,500 $104,052
1700010420 5308 LANKERSHIM BLVD NORTH HOLLYWOOD CA 91601 $85,000 $79,867
1700010464 7494-7501 SANTA MONICA BLVD WEST HOLLYWOOD CA 90046 $175,000 $167,605
1700010497 17326 WOODRUFF AVENUE BELLFLOWER CA 90706 $350,000 $334,559
1720010854 5518-5530 LONG BEACH BLVD LONG BEACH CA 90805 $230,000 $175,882
1720010996 10142-10142 1/2 RIVERSIDE DR NORTH HOLLYWOOD CA 91602 $195,000 $186,334
1720011304 2408-2416 SLAUSON AVENUE LOS ANGELES CA 90043 $142,200 $138,624
1720012241 10300 PRAIRE AVENUE INGLEWOOD CA 90303 $157,250 $152,564
1720012333 2314-2330 SOUTH VERMONT AVENUE LOS ANGELES CA 90007 $275,000 $269,675
1720012709 501 E. 23RD ST. LOS ANGELES CA 90011 $208,250 $197,638
1720012974 118-118 1/2 NORTH MAIN STREET LAKE ELSINORE CA 92530 $71,600 $70,046
2700010913 8583 MELROSE AVENUE WEST HOLLYWOOD CA 90069 $243,750 $237,088
3650011398 427 SOUTH BARRANCA AVE. #1-12 COVINA CA 91723 $230,000 $129,894
3650011409 1042 THE STRAND HERMOSA BEACH CA 90254 $240,000 $157,840
3650011416 5236 KESTER AVE. VAN NUYS CA 91408 $180,000 $84,764
3650011424 1528 PROSPECT AVENUE SAN GABRIEL CA 91776 $92,021 $11,255
3700011598 125 SOUTH MAIN FALLBROOK CA 92028 $300,000 $262,759
3700011892 2155-2187 EAST HUNTINGTON DRIVE DUARTE CA 91010 $800,000 $576,797
3720011393 22200 MAIN STREET CARSON CA 90540 $275,000 $57,421
3720011402 1848 SARATOGA AVENUE SAN JOSE CA 95129 $300,000 $63,502
3720011403 240 G STREET DAVIS CA 95616 $112,000 $42,335
3720011404 619 S. BROOKHURST ST ANAHEIM CA 92804 $270,000 $89,935
3720011405 897 W. EL CAMINO REAL SUNNYMEAD CA 94087 $125,000 $48,403
3720011427 3343-3345 STATE STREET SANTA BARBARA CA 93102 $350,000 $68,080
3720011432 2509 & 2519 N. LAKE AVENUE ALTADENA CA 91107 $125,986 $103,887
3720011612 230 G STREET DAVIS CA 95617 $388,000 $148,012
3720011616 3117 EAST GARVEY AVENUE NORTH WEST COVINA CA 91790 $425,000 $10,175
21630011696 349 N. VECINO DRIVE COVINA CA 91723 $199,500 $194,940
21630012785 526 S. UNION AVE Los Angeles CA 90017 $269,000 $266,652
21630012904 6917 PLASKA AVENUE Huntington Park CA 90255 $133,000 $130,965
21630012928 19136 SHERMAN WAY Reseda CA 91335 $132,300 $120,176
21630012931 707-709 CRENSHAW BLVD. LOS ANGELES CA 90005 $182,000 $178,547
21630012954 10220 S. BROADWAY Los Angeles CA 90003 $156,500 $154,375
21630012959 1113-1119 PACIFIC AVE Long Beach CA 90813 $126,225 $124,298
21630012960 950 NORTH ACACIA AVENUE Compton CA 90220 $165,000 $162,215
21630012972 10227 SOUTH 10TH AVENUE INGLEWOOD CA 90303 $145,000 $142,904
21630012973 10204 TUJUNGA CANYON BLVD. Tujunga CA 91042 $156,000 $153,774
21630012975 6889 LONG BEACH BLVD. Long Beach CA 90805 $385,000 $379,772
21630012976 6867-6877 LONG BEACH BLVD. Long Beach CA 90805 $280,000 $276,197
21630012977 815 GREEN AVENUE Los Angeles CA 90017 $180,320 $177,871
21630012990 1430 CHESTNUT AVE. Long Beach CA 90813 $147,000 $145,004
21630012992 11720 RUNNYMEDE STREET North Hollywood CA 91605 $686,000 $676,417
21630013010 3147-3155 EL SEGUNDO BLVD. Lynwood CA 90262 $620,000 $611,816
21630013027 2422 MALABAR STREET LOS ANGELES CA 90033 $109,900 $108,354
21630013028 401-407 11TH AVENUE Greeley CO 80631 $132,850 $131,018
21630013029 415 S. BOYLE AVE. Los Angeles CA 90033 $221,000 $217,999
21630013030 3600-3602 BELL AVENE Bell CA 90201 $156,000 $153,996
21630013032 12315 BURBANK BLVD. Los Angeles CA 91607 $136,500 $134,547
21630013034 940 ARAPAHOE ST. Los Angeles CA 90006 $385,000 $379,881
21630013037 2923-29 LIBERTY BLVD. SOUTH GATE CA 90280 $152,750 $151,323
21630013045 13633 DOTY AVENE Hawthorne CA 90250 $1,350,000 $1,331,398
21630013048 1617 E. 6TH ST. Long Beach CA 90802 $221,250 $218,263
21630013050 430 GAVIOTA AVENUE Long Beach CA 90802 $285,000 $281,153
21630013063 4906 AUGUST STREET Los Angeles CA 90008 $260,000 $256,454
21630013064 21125 SATICOY ST Canoga Park CA 91304 $711,000 $701,591
21630013068 6812-20 WOODMAN AVE VAN NUYS CA 91405 $240,000 $236,974
21630013070 1040 OHIO AVENUE Long Beach CA 90804 $213,000 $210,124
21630013071 612-620 1/2 SOUTH EASTERN AVENUE Los Angeles CA 90022 $168,000 $165,164
21630013090 4562-4574 E LESTER ST TUCSON AZ 85712 $129,000 $127,349
21630013109 2919 CARMONA AVENUE Los Angeles CA 90016 $146,250 $144,400
21630013111 131 MCCLELLAND STREET Salt Lake City UT 84102 $130,000 $128,265
21630013137 318 E. LOUISE ST. Long Beach CA 90805 $122,500 $119,638
21630013143 1365 NEWPORT AVENUE Long Beach CA 90804 $210,000 $207,208
21630013149 1614 CHERRY AVE. Long Beach CA 90804 $207,750 $205,066
21630013152 1520 LOCUST AVE. Long Beach CA 90813 $100,750 $99,542
21630013164 219 N. AVENUE 51 Los Angeles CA 90042 $924,000 $911,366
21630013185 685 SOUTH CORONADO STREET Los Angeles CA 90057 $219,000 $216,654
21630013186 9173 WOODMAN AVENUE Pacoima CA 91331 $159,250 $157,455
21630013193 938 EAST 6TH STREET Long Beach CA 90802 $165,000 $162,712
21630013195 3276 SOUTH POLK STREET Dallas TX 75224 $178,750 $176,648
21630013204 1419 SOUTH TAMARIND AVENUE Compton CA 90220 $130,000 $122,433
21630013207 413 W. QUEEN ST. Inglewood CA 90301 $155,400 $150,487
21630013216 1250 NORTH H STREET OXNARD CA 93030 $600,000 $593,947
21630013217 3835 WISCONSIN STREET Los Angeles CA 90037 $122,500 $121,036
21630013218 406 N. NORMANDIE AVENUE Los Angeles CA 90004 $164,500 $149,496
21630013222 6122 MESA AVENUE Los Angeles CA 90042 $77,000 $75,976
21630013241 4852 WEST AVENUE L-10 Quartz Hill Area CA 93536 $176,250 $174,143
21630013243 6525 NORTH FULTON AVENUE VAN NUYS CA 91401 $224,700 $221,926
21630013246 2710 W. 141ST. PLACE Gardena CA 90249 $157,750 $155,956
21630013256 10400-10404 S. CRENSHAW BLVD. Inglewood CA 90303 $297,500 $294,149
21630013258 6113 WEST FOUNTAIN AVENUE Los Angeles CA 90028 $352,000 $348,035
21630013263 10029 SEPULVEDA BLVD MISSION HILLS CA 91345 $120,000 $116,976
21630013265 6846 LAUREL CANYON BLVD. North Hollywood CA 91605 $129,500 $125,118
21630013266 14931 ROSCOE BLVD VAN NUYS CA 91402 $787,500 $778,629
21630013272 648 W 92ND ST LOS ANGELES CA 90044 $288,750 $285,483
21630013273 732 W. 76TH STREET Los Angeles CA 90044 $116,250 $114,860
21630013275 1140 S WESTMORELAND AVE Los Angeles CA 90006 $136,500 $134,895
21630013276 169 S BURLINGTON AVE LOS ANGELES CA 90057 $148,750 $146,519
21630013281 3577 SANBORN AVENUE Lynwood CA 90262 $176,000 $173,986
21630013306 833-839 GAVIOTA AVENUE Long Beach CA 90813 $324,100 $320,433
21630013307 1132 N. WILMINGTON BOULEVARD Wilmington CA 90744 $937,500 $927,258
21630013310 1812 S. BONNIE BRAE STREET Los Angeles CA 90006 $105,000 $103,812
21630013311 211 & 217 E. 24TH STREET Los Angeles CA 90011 $236,250 $233,537
21630013320 1017 MYRTLE AVENUE Inglewood CA 90301 $168,000 $166,133
21630013340 1518 N. SPURGEON STREET Santa Ana CA 92701 $607,500 $600,363
21630013341 215 E. 15TH STREET Santa Ana CA 92701 $1,822,500 $1,802,174
21630013345 12521 SATICOY STREET North Hollywood CA 91605 $232,500 $230,018
21630013346 1354,1374,1378,1384,1388 & 1394 5TH AVE Upland CA 91786 $1,760,000 $1,741,045
21630013351 4210 VERDUGO ROAD Los Angeles CA 90065 $175,000 $173,118
21630013353 607 E WALNUT ST SANTA ANA CA 92701 $123,500 $122,356
21630013361 5316-28 MAYWOOD AVE & 3501-07 E 53RD ST MAYWOOD CA 90270 $172,000 $170,342
21630013367 2200 TOBERMAN ST LOS ANGELES CA 90007 $126,000 $124,711
21630013374 5934 WOODMAN AVE VAN NUYS CA 91401 $191,750 $189,796
21630013378 1445 SOUTH CLOVERDALE AVENUE LOS ANGELES CA 90019 $205,000 $203,014
21630013380 978 S HARVARD BLVD LOS ANGELES CA 90006 $143,000 $125,253
21630013382 2202 W GLENROSA AVE PHOENIX AZ 85015 $550,000 $544,322
21630013387 12444-12512 OXFORD AVE HAWTHORNE CA 90250 $675,000 $667,276
21630013392 450 SOUTH WITMER STREET LOS ANGELES CA 90017 $237,250 $235,238
21630013393 5705 CARLTON WAY LOS ANGELES CA 90028 $259,000 $256,500
21630013404 1246 W 93RD ST LOS ANGELES CA 90044 $142,500 $140,889
21630013415 2125 N 15TH ST PHOENIX AZ 85006 $270,000 $267,338
21630013416 4169 WEST 1ST STREET LOS ANGELES CA 90004 $150,500 $148,810
21630013418 1016 E BROADWAY GLENDALE CA 91205 $1,431,000 $1,417,976
21630013422 916 S MANHATTAN PL LOS ANGELES CA 90019 $525,000 $519,724
21630013423 11944 RUNNYMEDE ST NORTH HOLLYWOOD CA 91605 $230,000 $227,688
21630013433 1868 GARDENIA AVE LONG BEACH CA 90806 $125,650 $124,386
21630013434 942 MENLO AVE LOS ANGELES CA 90006 $210,000 $207,886
21630013444 26829 HILLVIEW ST HIGHLAND CA 92346 $160,000 $158,455
21630013445 3568 BUDLONG AVE LOS ANGELES CA 90037 $107,250 $106,271
21630013448 7254 INDEPENDENCE AVE CANOGA PARK CA 91303 $158,625 $157,026
21630013457 220-238 ROSELAKE AVE LOS ANGELES CA 90026 $146,250 $144,835
21630013462 1377 W 112TH ST LOS ANGELES CA 90044 $210,000 $207,248
21630013466 1601-1603 1/2 HAYWORTH AVENUE LOS ANGELES CA 90035 $115,000 $113,814
21630013467 978 S KENMORE AVE LOS ANGELES CA 90006 $135,900 $134,527
21630013481 6837 FULTON AVE NORTH HOLLYWOOD CA 91605 $131,250 $130,017
21630013482 9329 GLASGOW PL LOS ANGELES CA 90045 $240,337 $237,998
21630013483 8633 & 8637 CEDROS AVE Panorama City CA 91402 $241,500 $238,983
21630013492 421 MCDONALD AVENUE WILMINGTON CA 90744 $163,125 $160,306
21630013497 7862 LANKERSHIM BLVD HIGHLAND CA 92408 $707,000 $700,029
21630013499 225 W 43RD ST LOS ANGELES CA 90037 $85,250 $84,527
21630013511 712 NAPLES DR Las Vegas NV 89119 $275,000 $272,713
21630013513 1004-1084 BADEN AVENUE GROVER BEACH CA 93433 $275,000 $272,036
21630013518 1131 14TH ST SANTA MONICA CA 90403 $510,000 $504,952
21630013520 3808 AGNES AVE LYNWOOD CA 90262 $161,250 $159,839
21630013523 1437-1443 WEST 105TH ST Los Angeles CA 90047 $721,650 $677,545
21630013548 911-923 S LEONARD AVE Los Angeles CA 90022 $140,000 $138,609
21630013550 4218 N 17TH ST Phoenix AZ 85012 $113,750 $112,704
21630013551 310 N PARKMAN AVE Los Angeles CA 90026 $353,500 $350,078
21630013553 1736 W MARINE AVE Gardena CA 90247 $352,500 $349,070
21630013554 348-370 S BERENDO ST Los Angeles CA 90020 $288,750 $285,956
21630013559 1929 ECHO PARK AVE Los Angeles CA 90026 $250,000 $247,777
21630013560 904 E ACACIA AVE Glendale CA 91205 $164,500 $162,995
21630013571 784 ROSE AVE Long Beach CA 90813 $192,750 $190,875
21630013572 1119 DAWSON AVE Long Beach CA 90804 $192,750 $190,875
21630013577 168 N AZUSA AVE Azuza CA 91702 $165,000 $163,401
21630013580 6652 SYLMAR AVE Van Nuys CA 91405 $202,500 $191,567
21630013582 19116 COLLINS ST Los Angeles CA 91324 $210,000 $207,964
21630013595 1370-1390 W 2OTH ST Los Angeles CA 90007 $280,000 $277,543
21630013598 4618-4624 E INYO AVE Fresno CA 93727 $165,000 $162,600
21630013599 366-368 W PALMER AVE Glendale CA 91204 $87,500 $86,655
21630013600 4165 W SLAUSON Los Angeles CA 90043 $400,000 $396,295
21630013617 1919 & 1927 EAST CENTER ST Anaheim CA 92805 $2,050,000 $2,033,589
21630013619 427 FIRIMIN ST/ 426 N BIXEL ST Los Angeles CA 90026 $130,000 $128,803
21630013629 119 S BONNIE BRAE ST Los Angeles CA 90057 $270,000 $267,798
21630013640 8974 CYPRESS AVE South Gate CA 90280 $217,500 $215,529
21630013648 10422 ELDORA AVE LOS ANGELES CA 91040 $245,000 $242,937
21630013651 3560 BRENTON AVE Lynwood CA 90262 $161,250 $159,760
21630013652 12514, 12520, 12524 & 12530 OXNARD ST North Hollywood CA 91606 $600,000 $594,444
21630013659 914-920 S GRAMERCY DR Los Angeles CA 90019 $405,000 $401,434
21630013663 846 W 80TH ST Los Angeles CA 90044 $157,500 $130,942
21630013669 6857 FRANKLIN AVE Los Angeles CA 90028 $386,250 $382,839
21630013670 13714-13716 KORNBLUM AVE HAWTHORNE CA 90250 $652,500 $645,172
21630013675 3310 E RANSOM ST Long Beach CA 90804 $112,500 $111,804
21630013677 123-125 S ALEXANDRIA AVE Los Angeles CA 90004 $296,250 $293,610
21630013678 8145 LANGDON AVE Van Nuys CA 91406 $500,000 $495,458
21630013683 3850 West 102nd Street Inglewood CA 90304 $595,000 $588,208
21630013684 3700, 3710, 3720, 3730 KINGS ROW RENO NV 89503 $400,000 $396,995
21630013685 6928 RADFORD AVE North Hollywood CA 91605 $186,750 $184,482
21630013689 1775 W 96TH ST Los Angeles CA 90047 $120,000 $118,842
21630013691 926-932 South Fedora Street Los Angeles CA 90006 $303,600 $301,381
21630013704 3010 1/2-3016 ASBURY ST Los Angeles CA 90065 $199,500 $197,869
21630013713 1411 E 61ST ST Los Angeles CA 90001 $157,500 $156,212
21630013715 324-330 N INDIAN HILL BLVD. CLAREMONT CA 91711 $347,000 $343,476
21630013717 100 North Normandie Avenue Los Angeles CA 90004 $161,250 $158,668
21630013722 1061 St. Louis Avenue Long Beach CA 90804 $187,500 $185,830
21630013724 239 S NORMANDIE Los Angeles CA 90004 $307,500 $305,098
21630013741 717 WEST 80TH ST Los Angeles CA 90044 $438,750 $434,968
21630013742 858 W 80TH ST Los Angeles CA 90044 $255,000 $252,802
21630013768 1441 North Edison Blvd. Burbank CA 91505 $390,500 $387,428
21630013779 13637 Cordary Avenue Hawthorne CA 90250 $787,500 $782,764
21630013784 2002 Sunset Blvd. Los Angeles CA 90026 $375,000 $372,068
21630013803 1309-1313 North Willowbrook Avenue Compton CA 90222 $233,000 $231,260
21630013830 6027 Makee Ave. Los angeles CA 90001 $175,000 $173,777
21630013831 737-747 South Boyle Ave. Los Angeles CA 90023 $189,000 $187,684
21630013841 1117 South Lake Street Burbank CA 91504 $498,500 $495,020
21630013843 1712 Peyton Avenue Burbank CA 91504 $435,500 $432,460
21630013845 2320 N Catalina Street Burbank CA 91504 $376,000 $373,375
21630013848 4018 Monroe Street Los Angeles CA 90029 $150,000 $148,951
21630013858 3532-3540 E 52nd Street Maywood CA 90270 $252,800 $251,444
21630013873 854 E. Adams Blvd. Los Angeles CA 90011 $325,000 $322,605
21630013874 11822 Vanowen Street & 6756 Hinds Avenue Los Angeles CA 91605 $191,250 $189,905
21630013884 20381 Broken Bow Rd. Apple Valley CA 92307 $42,000 $41,705
21630013886 1070 Saint Louis Ave. Long Beach CA 90804 $161,250 $160,148
21630013892 2162 Elm Avenue Long Beach CA 90806 $176,250 $175,045
21630013902 409-419 E. Acacia St. Ontario CA 91761 $225,000 $223,463
21630013903 3189 Euclid Avenue Lynwood CA 90262 $776,250 $771,846
21630013919 1717 & 1721 N Spurgeon Street Santa Ana CA 92706 $924,000 $918,337
21630013935 824-828 South Glendale Ave. Glendale CA 91205 $419,187 $416,530
21630013953 170-172,174-176,178-180,200-202,204-206 Los Angeles CA 90003 $91,488 $90,944
E 65th Street
21630014004 1015 K Street Bakersfield CA 93304 $155,000 $154,238
21630014015 6629-6635 Ajax Avenue Bell Gardens CA 90201 $172,250 $171,316
21630014047 25816 President Avenue Harbor City CA 90710 $142,500 $141,641
21650010908 3510 N BROADWAY LOS ANGELES CA 90031 $180,000 $157,729
21650013155 5732 WARING AVE. LOS ANGELES CA 90038 $146,400 $144,681
21650013662 4517 MAPLEWOOD AVE LOS ANGELES CA 90004 $202,500 $200,773
21650013665 5615 KESTER AVE VAN NUYS CA 91411 $172,500 $171,270
21650013693 401 MERLAYNE DR HENDERSON NV 89015 $89,250 $88,323
21650013725 3846 South Grand Avenue Los Angeles CA 90037 $157,500 $156,396
21650013750 4213 Live Oak Street Cudahy CA 90201 $176,250 $172,736
21650013755 5433 Abbot Place Los Angeles CA 90042 $220,350 $219,028
21650013794 7315 Independence Avenue Canoga Park CA 91303 $550,000 $546,753
21650013796 21115 Saticoy Street Canoga Park CA 91304 $550,000 $546,834
21650013808 5659 Halbrent Ave. Los Angeles CA 91411 $117,500 $115,166
21650013837 1214 A-D E Hellman St. & 760-66 Long Beach CA 90813 $175,000 $174,106
Orange Avenue
21650013846 1504 So. St. Andrews Pl. Los Angeles CA 90016 $175,000 $174,000
21650013850 1307 & 1311 E. Peck Street Compton CA 90221 $162,000 $161,260
21650013857 4707 Rosemead Blvd. Pico Rivera CA 90660 $177,500 $176,429
21650013864 5895-5909 3/4 Makee Ave. Los Angeles CA 90001 $320,000 $318,491
21650013897 4217 Lockwood Avenue Los Angeles CA 90029 $133,000 $132,118
21650013899 13715 Cordary Avenue Hawthorne CA 90250 $1,713,250 $1,701,981
21650013904 11775 Culver Blvd. Los Angeles CA 90066 $122,000 $118,698
21650013914 16850 Verdura Avenue Paramount CA 90723 $210,000 $208,737
21650013918 645 N. New Hampshire Avenue Los Angeles CA 90004 $186,750 $185,709
21650013920 1516-1524 Owens & 929 Quincy Bakersfield CA 93305 $108,000 $107,488
21650013936 7631 Artesia Blvd. Buena Park CA 90621 $143,500 $139,358
21650013951 3976 Illinois Street San Diego CA 92104 $228,000 $219,931
21650013954 1647 W. 206th Street Los Angeles CA 90501 $177,750 $176,877
21650013955 312 Margaret Avenue Los Angeles CA 90022 $187,500 $184,890
21650013957 2024 N Commonwealth Avenue Los Angeles CA 90027 $310,375 $308,686
21650013960 817 Pine Street Santa Monica CA 90405 $322,500 $320,756
21650013989 201 E. Leatrice Lane Anaheim CA 92802 $255,555 $253,573
21650014006 1671 Patricia Avenue Simi Valley CA 93065 $431,250 $428,727
21650014007 1115 Alameda Avenue Glendale CA 91201 $435,000 $432,828
21650014011 1926 Chesnut Avenue Long Beach CA 90806 $213,750 $212,746
21650014035 4269 Garthwaite Los Angeles CA 90008 $176,500 $175,692
21650014039 2014 Chestnut Avenue Long Beach CA 90806 $210,600 $209,583
21650014040 1970 Henderson Avenue Long Beach CA 90806 $130,000 $129,372
21650014057 4533 West 17th Street Los Angeles CA 90019 $172,500 $171,667
21650014068 554 West 8th Street Los Angeles CA 90731 $231,000 $229,884
21650014075 336 South Serrano Avenue Los Angeles CA 90020 $217,000 $215,952
21700011060 7042-48 SOPHIA ST. Van Nuys CA 91413 $250,000 $245,063
21700011525 1668-1676 E. WASHINGTON BLVD. PASADENA CA 91104 $450,000 $442,111
21700011808 830 W. WILLOW AVE. Long Beach CA 90806 $42,000 $41,372
21700012620 18525 SHERMAN WAY Reseda CA 91335 $291,000 $288,045
21700012962 1670 HILLHURST AVE. Los Angeles CA 90027 $455,000 $449,136
21700013016 807 W. GRAND BLVD CORONA CA 91720 $220,000 $217,385
21700013106 8800-8920 LIMONITE AVE Riverside CA 92509 $2,915,000 $2,879,410
21700013110 1401 S. ARVILLE ST. Las Vegas NV 89102 $700,000 $692,304
21700013115 4615 SAN FERNANDO RD GLENDALE CA 91204 $110,000 $109,062
21700013118 321 AND 323 MAIN ST. El Segundo CA 90245 $200,000 $197,732
21700013121 1440 E. 17TH STREET Los Angeles CA 90021 $150,000 $148,613
21700013124 1401 W. 3RD STREET Los Angeles CA 90017 $201,000 $199,142
21700013146 14760 VENTURA BLVD. Sherman Oaks CA 91403 $663,600 $655,711
21700013167 1180-1182 1/2 EAST VERNON AVENUE Los Angeles CA 90011 $90,000 $89,261
21700013168 1439 W. JEFFERSON BLVD. Los Angeles CA 90007 $122,000 $120,998
21700013171 146,150,168, & 170 EAST BONITA AVENUE San Dimas CA 91773 $420,000 $415,544
21700013200 4864-4868 MELROSE AVE. Los Angeles CA 90029 $175,500 $173,835
21700013234 288 NORTH IRONWOOD DRIVE Apache Junction AZ 85220 $461,500 $455,450
21700013237 402 N. MONTGOMERY Ojai CA 93023 $135,000 $133,640
21700013240 3517, 3515 & 3518 SOUTH CEDAR ST. TACOMA WA 98411 $86,000 $26,279
21700013249 5933-5939 MONTEREY ROAD Los Angeles CA 90042 $253,500 $251,210
21700013288 4121 PENNSYLVANIA AVE La Crescenta CA 91214 $320,000 $316,848
21700013354 1133 CRENSHAW BLVD LOS ANGELES CA 90019 $150,000 $148,666
21700013355 1135-1137 CRENSHAW BOULEVARD LOS ANGELES CA 90019 $183,000 $181,372
21700013370 5462 2ND ST IRWINDALE CA 91706 $222,500 $220,068
21700013402 4061 TWEEDY BOULEVARD SOUTH GATE CA 90280 $78,000 $77,137
21700013442 7342 ORANGE THORPE AVE BUENA PARK CA 90621 $800,000 $791,909
21700013532 22102 CLARENDON ST Woodland Hills CA 91367 $225,000 $223,149
21700013546 2321 S HOOPER Los Angeles CA 90011 $97,800 $97,113
21700013562 408 S BEACH BLVD Anaheim CA 92804 $1,110,000 $886,756
21700013603 1043 STUART ST Lafayette CA 94549 $500,000 $495,549
21700013610 1200-1228 S GREENWOOD AVE Montebello CA 90640 $1,050,000 $1,040,150
21700013621 7714 FOUNTAIN AVE West Hollywood CA 90046 $133,250 $132,309
21700013641 23277 VENTURA BLVD Woodland Hills CA 91364 $98,000 $97,206
21700013687 11924-48 WASHINGTON BLVD. And 11925 Los Angeles CA 90066 $1,231,500 $1,217,711
Louise Ave
21700013701 18220 SHERMAN WAY Reseda CA 91335 $1,600,000 $1,582,792
21700013709 1505 South Glendale Avenue Glendale CA 91205 $136,500 $135,494
21700013840 4061 W Charleston Blvd. Las Vegas NV 89102 $270,000 $268,492
21700013847 2601-2609 W Martin Luther King Jr. Bl. Los Angeles CA 90008 $164,500 $163,427
21700014008 8823 Ocean View Avenue Whittier CA 90605 $311,250 $309,545
21700031791 1542,1544 & 1546 East Anaheim Street Long Beach CA 90813 $315,000 $304,816
21720013703 124 S GLENDALE AVE Glendale CA 91205 $285,600 $282,817
21720013721 1460 Bellflower Boulevard Bellflower CA 90706 $370,000 $367,571
21720013759 7485,89 & 95 El Camino Real Atascadero CA 93422 $600,000 $594,507
21720013781 9606 State Street South Gate CA 90280 $104,000 $103,413
21720013798 7112-16 Melrose Avenue Los Angeles CA 90046 $190,200 $187,775
21720013804 1001 S. Arrowhead San Bernadino CA 92408 $825,000 $820,414
21720013824 1021 Grandview Ave. Glendale CA 91201 $1,300,000 $1,291,073
21720013849 2115-2121 University Ave. Riverside CA 92507 $170,000 $169,154
21720013885 20502-20540 E. Arrow Highway Covina CA 91724 $1,950,000 $1,938,101
21720013915 11739 Ventura Blvd. Los Angeles CA 91604 $297,500 $296,089
21720013916 8618 Sepulveda Blvd. North Hills CA 91343 $265,000 $263,925
21720013930 7174 Melrose Avenue Los Angeles CA 90046 $354,000 $352,139
21720013938 6020-6042 S. Santa Fe Avenue/2401-2409 Huntington Park CA 90255 $662,557 $658,893
Randolph Street
21720013969 801-853 W. Palmdale Blvd. Palmdale CA 93551 $1,700,000 $1,657,068
21720013983 343 E. Plamdale Blvd. Palmdale CA 93550 $257,000 $255,802
21720013986 614 Ford Blvd/4532 & 4540 Floral Dr & Los Angeles CA 90022 $300,000 $298,829
4521 Fischer St.
21720014013 674 W. Arrow Highway San Dimas CA 91773 $900,000 $896,434
21720014037 2500-2515 Santa Monica Boulevard Santa Monica CA 90404 $1,387,500 $1,380,813
21720014042 15501-15505 South Vermont Avenue Gardena CA 90247 $305,000 $303,740
22330013086 201 W PASADENA AVE PHOENIX AZ 85013 $448,000 $443,673
22600013301 4888 JESSIE AVE LA MESA CA 91941 $437,500 $420,778
22630011247 17717 SCHERZINGER LN Santa Clarita CA 91351 $319,000 $311,587
22630012540 1334 PETERSON AVE LONG BEACH CA 90813 $153,300 $151,361
22630012726 1220-1230 CEDAR AVENUE Long Beach CA 90813 $110,500 $108,987
22630012924 927 MAGNOLIA AVENUE Long Beach CA 90813 $252,000 $248,528
22630012947 306 EASTMINISTER COURT HENDERSON NV 89015 $110,500 $109,050
22630012948 303 EASTMINISTER COURT HENDERSON NV 89015 $110,500 $109,050
22630012953 319 WEST ATLANTIC AVENUE HENDERSON NV 89015 $162,500 $160,368
22630012988 5510 N. 35TH AVENUE PHOENIX AZ 85022 $497,000 $491,479
22630012995 2025 S SHENANDOAH ST LOS ANGELES CA 90034 $195,000 $192,352
22630013004 1 EAST NAVAJO ROAD Tuscon AZ 85705 $215,000 $212,844
22630013012 1839 WEST NEIGHBORS AVENUE Anaheim CA 92801 $211,500 $208,701
22630013060 1333 EAST CAMPBELL AVENUE Phoenix AZ 85014 $85,000 $83,940
22630013082 1502 W. 204TH STREET Los Angeles CA 90501 $301,500 $297,686
22630013128 15138-15144 GUNDRY AVENUE Paramount CA 90723 $178,750 $169,537
22630013130 425 E BROWN RD MESA AZ 85201 $660,000 $651,650
22630013131 3125 NORTH 37TH STREET Phoenix AZ 85018 $262,500 $259,179
22630013140 5023-5031 BAKMAN AVENUE North Hollywood CA 91601 $360,000 $355,306
22630013159 337 NORTH MCDONALD AVENUE Wilmington CA 90744 $127,050 $125,772
22630013177 3269-3275 1/2 BRAMSON PLACE San Diego CA 92104 $84,000 $82,993
22630013192 1182-1184 3/4 E. 52ND STREET Los Angeles CA 90011 $126,000 $124,563
22630013209 2716 VIA PASEO Montebello CA 90640 $161,000 $159,070
22630013215 11031-11037 LOUISE AVENUE Lynwood CA 90262 $410,000 $399,476
22630013219 3028 NORTH GERONIMO Tuscon AZ 85705 $240,000 $237,123
22630013253 10246 NORTH 7TH AVENUE Phoenix AZ 85020 $100,750 $99,604
22630013257 9644-9648 N. 10TH AVENUE Phoenix AZ 85020 $165,000 $163,123
22630013261 3250-54 W 9TH ST LOS ANGELES CA 90006 $140,000 $138,532
22630013279 4313 NORMAL AVENUE Los Angeles CA 90029 $300,000 $296,774
22630013284 401 NORTH D STREET Eloy AZ 85231 $210,000 $207,486
22630013285 5502 NORTH 27TH AVENUE Phoenix AZ 85017 $442,000 $437,132
22630013312 223-227 1/2 SOUTH AVENUE 20 Los Angeles CA 90031 $151,125 $149,512
22630013326 2208,2212,2216 VIA CORONA Montebello CA 90640 $365,000 $361,104
22630013344 760 PLYMOUTH DR N KEIZER OR 97303 $1,015,000 $1,005,732
22630013359 173 WEST STATE STREET EL CENTRO CA 92243 $104,000 $103,004
22630013369 6802-6850 N 44TH AVE GLENDALE AZ 95301 $260,000 $257,510
22630013398 9003-9013 DUDLEXT AVE SOUTH GATE CA 90280 $130,200 $128,907
22630013399 1952 JUNIPERO AVENUE SIGNAL HILL CA 90806 $204,750 $202,743
22630013417 3147 W OLYVE FRESNO CA 93722 $300,000 $287,070
22630013430 1101 WEST G STREET SAN BERNARDINO CA 92410 $119,000 $117,848
22630013435 1415 W 224TH ST TORRANCE CA 90501 $432,000 $427,303
22630013441 16627 NORTH 25TH STREET PHOENIX AZ 85032 $395,500 $392,554
22630013486 1975 PARSONS ST COSTA MESA CA 92627 $265,000 $240,213
22630013501 2735 LINCOLN PARK AVE LOS ANGELES CA 90031 $246,750 $244,203
22630013502 740 W UNIVERSITY Tempe AZ 85281 $1,275,000 $1,260,435
22630013540 5200 EAST MAIN ST Mesa AZ 85205 $1,035,000 $1,027,302
22630013543 1702 SHERMAN PLACE Long Beach CA 90804 $140,000 $138,848
22630013544 846 NEPTUNE AVE Los Angeles CA 90744 $250,000 $241,598
22630013564 4505-4509 MAPLEWOOD AVE Los Angeles CA 90004 $442,500 $438,591
22630013566 15398 BEAR VALLEY OUTER HIGHWAY Victorville CA 92392 $100,000 $98,200
22630013567 3270 MONETTE PLACE Los Angeles CA 90006 $120,000 $118,893
22630013585 12275 16TH ST Yucaipa CA 92399 $105,000 $104,151
22630013607 25407-25422 ULYSSES COURT San Bernardino CA 92405 $100,000 $94,222
22630013608 479 E RICHLAND ST UPLAND CA 91786 $378,750 $375,243
22630013611 2902 E FILMORE ST PHOENIX AZ 85008 $995,000 $985,364
22630013636 3307 MAPLE AVE Los Angeles CA 90011 $172,500 $171,280
22630013637 138 SOUTH BERENDO AVE Los Angeles CA 90004 $250,000 $246,818
22630013650 12112 S. VERMONT Los Angeles CA 90044 $217,500 $215,565
22630013658 5110-5118 & 5028 EDMONSTON RD Hyatsville MD 20781 $930,000 $921,802
22630013679 6154 MISSION BLVD Riverside CA 92509 $300,000 $297,465
22630013680 6620 HAZELTINE AVE Van Nuys CA 91405 $379,000 $375,959
22630013740 1514 South Orange Grove Avenue Los Angeles CA 90019 $193,200 $191,973
22630013745 4232 46th Street San Diego CA 92115 $169,000 $167,637
22630013746 4561 Adobe Road 29 Palms CA 92277 $150,000 $149,165
22630013780 1717 S. Burlington Avenue Los Angeles CA 90006 $172,500 $171,229
22630013786 673 Palm Avenue Beaumont CA 92223 $80,250 $79,603
22630013787 4069 Idaho Street San Diego CA 92104 $243,000 $241,285
22630013800 133-135-137 Baker Street San Francisco CA 94117 $350,000 $347,619
22630013819 15341 & 13549 Van Buren & 15352 & 15362 Midway City CA 92655 $60,000 $58,543
Jackson Street
22630013820 6419 Brynhurst Avenue Los Angeles CA 90043 $273,000 $271,166
22630013822 13111 Vanowen Street Los Angeles CA 91605 $412,500 $408,904
22630013862 1711 Coronado Avenue Long Beach CA 90804 $202,500 $200,782
22630013863 731 Irolo Street Los Angeles CA 90005 $175,000 $173,771
22630013868 1412 El Centro Avenue El Centro CA 92243 $91,000 $90,467
22630013906 8101 Langdon Avenue Los Angeles CA 91406 $2,137,500 $2,125,166
22630013961 1047 Myrtle Avenue Long Beach CA 90813 $195,000 $193,736
22630014022 6340 Lankershim Blvd. Los Angeles CA 91606 $2,250,000 $2,239,968
22650012504 5820 W. CLAREMONT GLENDALE AZ 85301 $471,250 $464,420
22650013376 635 N 4TH AVE PHOENIX AZ 88003 $162,000 $160,741
22650013400 232-240 S AVENUE 19 LOS ANGELES CA 90031 $123,000 $121,868
22650013431 21151 GOLDEN HILLS BOULEVARD TEHACHAPI CA 93561 $115,000 $113,770
22650013459 13063 5TH ST YUCAIPA CA 92399 $875,000 $863,900
22650013565 1004 FRENCH ST Santa Ana CA 92701 $168,000 $166,774
22650013568 2344 W DEVONSHIRE AVE Phoenix AZ 85015 $260,000 $250,346
22650013606 1076-1082 WEST 30TH ST Los Angeles CA 90007 $1,400,000 $1,383,833
22650013613 1810 32ND PLACE NE Salem OR 97303 $817,500 $811,178
22650013614 3294 SUNNYVIEW RD NE Salem OR 97303 $281,250 $279,075
22650013615 406 E 9TH STREET Newberg OR 97132 $656,250 $651,175
22650013747 61 South Main Street Midvale UT 84047 $425,000 $421,949
22650013748 59 West Center Street Midvale UT 84047 $800,000 $794,258
22650013761 3116 Carlyle Street Los Angeles CA 90065 $191,250 $189,962
22650013818 2100 8th Avenue Los Angeles CA 90018 $140,000 $139,131
22650013869 200-230 N. Shannon Road Tuscon AZ 85745 $320,000 $318,107
22650013871 425-429 W Rosewood Avenue Orange CA 92866 $311,250 $309,163
22650013881 420 S. Sherman Street Olympia WA 98502 $2,450,000 $2,436,937
22650013893 1224 W 11th Street Pomona CA 91766 $280,000 $277,744
22650013894 1615-1621 N Harvard Blvd Los Angeles CA 90027 $371,300 $368,877
22650013905 2839 Francis Avenue Los Angeles CA 90005 $240,000 $238,016
22650013928 12119 Ferris Road El Monte CA 91732 $156,100 $155,275
22650013929 417 E. Palm Avenue Burbank CA 91504 $244,300 $243,237
22650013964 501-585 S. Palm Avenue Hemet CA 92543 $251,250 $249,957
22650013971 3232,3238,3302,& 3308 N. 6th Street Scottsdale AZ 85251 $322,500 $320,854
22650013972 7902 Milton Avenue Whittier CA 90602 $206,500 $205,434
22650013994 1802 N. 40th Street Phoenix AZ 85008 $82,500 $82,127
22650014019 851 169th Street Los Angeles CA 90247 $172,500 $171,748
22650014021 908 E Turney Phoenix AZ 85018 $42,750 $42,582
22650014028 921 Locust Ave. Long Beach CA 90813 $164,500 $163,745
22650014031 12360 - 12364 Magnolia Boulevard Valley Village CA 91607 $317,000 $315,469
Area
22650014061 4528 Carlisle Boulevard NE Alburquerque NM 87109 $2,000,000 $1,989,315
22700012966 1013-1021 N. 21ST AVENUE PHOENIX AZ 85009 $140,000 $138,072
22700012989 528-532 SOUTH LAKE AVENUE Pasadena CA 91101 $430,000 $421,465
22700012996 174 & 180 E. MAIN ST. Tustin CA 92780 $600,000 $592,103
22700013041 16331 LAKESHORE DR LAKE ELSINORE CA 92530 $197,400 $195,510
22700013058 1601 CARMEN DRIVE Camarillo CA 93010 $650,000 $639,812
22700013129 1921 24TH STREET Bakersfield CA 93301 $385,000 $379,885
22700013178 111 AVENIDA PALIZADA San Clemente CA 92672 $800,000 $778,775
22700013210 125 23RD STREET Newport Beach CA 92663 $123,000 $121,833
22700013233 3910 NORTH LONG BEACH BOULEVARD Long Beach CA 90806 $1,250,000 $1,214,397
22700013350 824-834 E CALIFORNIA BLVD PASADENA CA 91106 $250,000 $238,147
22700013377 3614 N 15TH AVE PHOENIX AZ 85015 $68,000 $67,430
22700013401 8255 E RAINTREE DR SCOTTSDALE AZ 85260 $900,000 $891,121
22700013425 4375 - 4379 GAGE AVENUE BELL CA 90201 $262,500 $259,895
22700013443 12841 VALLEY VIEW AVE LA MIRADA CA 90638 $850,000 $830,174
22700013470 3000-3020 W LINCOLN AVE ANAHEIM CA 92801 $940,000 $864,419
22700013494 323 S DATE AVE Alhambra CA 91803 $176,000 $174,428
22700013498 3404-3410 W 75TH ST & 7501-07 & 1/2 S. Los Angeles CA 90043 $123,500 $122,477
CRENSHAW BLVD
22700013507 2727 SOUTH SHANNON STREET SANTA ANA CA 92704 $350,000 $346,398
22700013521 270-272 REDONDO AVE LONG BEACH CA 90803 $120,000 $119,088
22700013570 16336 ARROW HWY Irwindale CA 91706 $250,000 $248,494
22700013584 16701 BELLFLOWER BLVD Bellflower CA 90706 $162,000 $160,628
22700013594 4845-4861 FOUNTAIN AVE Los Angeles CA 90029 $440,000 $434,804
22700013638 986 17TH ST Costa Mesa CA 92627 $291,000 $289,259
22700013666 12424 & 12426 PHILADELPHIA ST Whittier CA 90601 $149,500 $148,436
22700013760 230 North Orange Avenue Brea CA 92821 $600,000 $593,507
22720013616 505 S PEPPER AVE San Bernardino CA 92410 $406,250 $401,878
22720013681 124-140 E ARROW HIGHWAY Covina CA 91722 $285,000 $265,379
22720013706 1093-1095 AVIATION BLVD Hermosa Beach CA 90254 $135,000 $133,606
22720013764 3909 - 3917 East Anaheim Avenue Long Beach CA 90815 $145,000 $142,738
22720013776 15239-15261 Parthenia Street Los Angeles CA 91343 $450,000 $447,487
22720013778 9421-9441 West Sam Houston Parkway Houston TX 77036 $1,275,000 $1,262,829
22720013852 160 Centennial Way Tustin CA 92680 $354,450 $352,394
22720013870 1701-1709 S Gaffey & 703-707 W 17th San Pedro CA 90731 $280,000 $278,584
Street
22720013912 6767 Sunset Blvd. Los Angeles CA 90028 $2,500,000 $2,484,997
22720013925 4350 Highway 95 Fort Mojave AZ 86427 $110,000 $108,460
22720013942 13821 N 35th Drive Phoenix AZ 85023 $320,250 $317,569
22720013967 12321 Carson Street Los Angeles CA 90716 $648,750 $645,037
22720013974 27072 Burbank Foothill Ranch CA 92610 $249,849 $248,559
22720014020 4501-4507 Artersia Blvd. Lawndale CA 90260 $675,000 $671,981
23600013293 33 W LOWER BUCKEYE RD AVONDALE AZ 85323 $1,500,000 $1,484,415
23630013006 3721 LINCOLN AVENUE Oakland CA 94602 $130,000 $128,241
23630013021 1053, 1057, 1059 GLENWOOD WAY South Lake Tahoe CA 96150 $488,000 $481,095
23630013047 40 OAK COURT Danville CA 94526 $530,000 $523,032
23630013061 5008 APPLEBLOSSOM DRIVE Bakersfield CA 93309 $206,000 $202,860
23630013076 3705 MORSE AVENUE Sacramento CA 95821 $95,000 $93,780
23630013103 1333-1335 SOUTH VAN NESS AVENUE SAN FRANCISCO CA 94110 $217,000 $214,547
23630013147 2001 AND 2023 BROADWAY AND RUMRILL San Pablo CA 94806 $695,000 $684,832
23630013287 200 EAST IVANHOE CHANDLER AZ 85225 $1,150,000 $1,136,623
23630013300 1613 6TH STREET BERKELEY CA 94710 $240,000 $219,564
23630013315 2327-2329 MISSION STREET San Francisco CA 94117 $500,000 $491,976
23630013337 1624 P ST SACRAMENTO CA 95814 $140,000 $138,597
23630013461 4242 CAMPUS AVE SAN DIEGO CA 92103 $185,000 $182,792
23630013487 14755 ARMSTRONG WOODS RD Guerneville CA 95446 $213,000 $207,227
23630013500 3060 PORTER ST SOQUEL CA 95073 $620,000 $511,247
23630013514 15207 DICKENS ST Los Angeles CA 91403 $155,000 $153,452
23630013519 100 E OAK ST Lodi CA 95240 $260,000 $257,672
23630013574 928 BLACK DIAMOND ST` Pittsburg CA 94565 $156,000 $154,680
23630013575 45 W 10TH ST Pittsburg CA 94565 $156,000 $154,683
23630013609 646 16TH ST Oakland CA 94612 $365,000 $362,070
23630013645 8701 HILLSIDE ST Oakland CA 94605 $1,387,500 $1,373,565
23630013647 1672-1696 EAST AVE Hayward CA 94541 $600,000 $595,042
23630013716 3209-3211-3213-3215 Filbert Street Oakland CA 94607 $185,000 $184,036
23630013772 727-731 Florida Street San Francisco CA 94110 $564,000 $560,169
23630013793 136 E. 12th Street Oakland CA 94606 $1,200,000 $1,189,827
23630014003 1725-1729 Seminary Avenue Oakland CA 94603 $620,000 $616,467
23650013428 15510-70 MAUBERT AVE SAN LEANDRO CA 94578 $290,000 $287,822
23650013775 738 6th Avenue San Francisco CA 94118 $220,000 $218,600
23650013975 4345 Rilea Way Oakland CA 94605 $371,200 $368,573
23650013984 306 Cliff Street Santa Cruz CA 95060 $486,500 $484,155
23650014053 3161 Cadillac Drive San Jose CA 95117 $450,000 $447,719
23650014065 1060-1064 Fell Street San Francisco CA 94117 $395,000 $392,913
23700013018 1001 10TH STREET MODESTO CA 95354 $200,000 $193,363
23700013093 1428-1432 FRANKLIN STREET Oakland CA 94612 $336,000 $326,874
23700013188 8805 ELK GROVE BOULEVARD Elk Grove CA 95624 $412,000 $407,565
23700013299 535, 537 AND 539 MAIN STREET Half Moon Bay CA 94019 $190,000 $188,155
23700013325 1411-1415 W. EL CAMINO REAL Mountain View CA 94040 $500,000 $494,411
23700013365 1700 PORTER WAY STOCKTON CA 95207 $500,000 $495,353
23700013372 300 EAST CAMELBACK ROAD PHOENIX AZ 85012 $550,000 $525,745
23700013405 3171 GURNEVILLE RD SANTA ROSA CA 95406 $570,000 $555,425
23700013493 659-665 VALENCIA STREET SAN FRANCISCO CA 94121 $814,000 $803,255
23700013557 2051 UNIVERSITY AVE Berkeley CA 94704 $500,000 $495,772
23700013558 1804-1816 EUCLID AVE Berkeley CA 94709 $720,000 $713,394
23700013583 870 OLD COUNTRY RD Belmont CA 94002 $175,000 $172,679
23700013590 1313-1317 MASON ST SAN FRANCISCO CA 94133 $400,000 $395,207
23700013593 14154 SKYWAY Magalia CA 95954 $178,750 $177,490
23700013605 3510 MAIN ST Oakley CA 94561 $125,000 $120,409
23700013660 1749, 51, 55 & 57 BROADWAY ST Oakland CA 94612 $835,000 $828,218
23700013661 819 North Pacific Avenue Glendale CA 91201 $250,000 $245,634
23700013672 1950 MARTIN LUTHER KING JR WAY Berkeley CA 94703 $1,150,000 $1,141,415
23700013727 640 N. San Joaquin Street Stockton CA 95203 $660,000 $655,830
23700013731 17415 Monterey Road Morgan Hill CA 95037 $900,000 $893,432
23700013749 619 West Charter Way Stockton CA 95206 $193,500 $190,171
23700013860 19500 Monterey Road Morgan Hill CA 95073 $385,000 $373,120
23700013952 4223-4227 Telegraph Avenue Oakland CA 94609 $160,000 $158,517
23700014062 218 I Street Antioch CA 94509 $189,000 $187,920
23720013321 2089 SOUTH BASCOM AVENUE CAMPBELL CA 95008 $1,025,000 $1,011,195
23720013531 350 COLLEGE AVE Santa Rosa CA 95401 $350,000 $345,615
23720013547 150 CARNATION DR Watsonville CA 95076 $570,500 $563,587
23720013695 3603-07 SACRAMENTO & 405-23 LOCUST ST San Francisco CA 94115 $1,320,000 $1,304,020
23720013754 2501-2599 8th Street Berkeley CA 94710 $1,475,000 $1,459,193
23720013875 3430 Lake Tahoe Blvd South Lake Tahoe CA 96150 $500,000 $496,018
23720013882 7505 Tam O Shanter Drive Stockton CA 95210 $187,000 $184,543
23720013890 1280 17th Avenue Santa Cruz CA 95062 $635,000 $629,259
23720013898 1550 South Winchester Blvd. Campbell CA 95008 $475,000 $471,596
23720013911 2063 Pacheco Street Concord CA 94520 $178,500 $176,714
23720013987 551-559 Haight Street San Francisco CA 94117 $850,000 $846,027
23720014000 3919-3925 4th Avenue San Diego CA 92103 $731,250 $725,225
23720014045 1525 Park Street Alameda CA 94501 $221,000 $219,994
23720014054 709-711 Fillmore Street San Francisco CA 94117 $435,000 $432,701
24330013113 912-914 COUNTRY CLUB AVE CHEYENNE WY 82001 $285,000 $274,681
24630011333 1608-1610 BOULDER ST. & 2559 16TH S DENVER CO 80211 $292,500 $285,561
24630012999 1560 VINE STREET Denver CO 80206 $140,000 $138,164
24630013005 570 SOUTH FAIRFAX STREET GLENDALE CO 80222 $280,000 $271,956
24630013013 1823 NORTH NEVADA AVENUE Colorado Springs CO 80907 $189,875 $187,312
24630013020 172 SOUTH CLARKSON STREET Denver CO 80209 $260,000 $256,195
24630013085 215 EAST FIRST AVENUE Mesa AZ 85210 $280,000 $275,948
24630013108 8774-8784 WEST 46TH AVENUE Wheat Ridge CO 80001 $200,000 $197,243
24630013117 316 WEST ROOSEVELT STREET Phoenix AZ 85003 $220,000 $217,131
24630013133 1144-48 DOWNING STREET Denver CO 80218 $134,000 $104,226
24630013139 4509-20-24 LAFAYETTE/4540-44 NICHOL Omaha NE 68132 $400,000 $394,940
24630013148 1285 CLARKSON STREET Denver CO 80218 $497,000 $490,392
24630013190 594-598 SOUTH LINCOLN STREET Denver CO 80209 $378,000 $373,332
24630013196 510 EAST 8TH STREET Dallas TX 75203 $245,000 $236,801
24630013208 1734 & 1738 SOUTH COLLEGE STREET Tempe AZ 85281 $93,210 $92,092
24630013214 4948-50 & 5017-31 GASTON AVENUE Dallas TX 75214 $287,500 $283,800
24630013235 2615 & 2619 LIGARDE STREET Laredo TX 78043 $229,800 $217,687
24630013251 1810-1814 WEST CAROL AVENUE Phoenix AZ 85020 $75,000 $74,118
24630013270 4215 EAST FAIRMOUNT STREET Tuscon AZ 85712 $236,250 $232,782
24630013302 3,4,5,6,7,8 WESTWAY CIRCLE Montgomery TX 77356 $120,000 $118,760
24630013304 1680 BEELER STREET Aurora CO 80010 $386,250 $381,880
24630013313 4928 LIVE OAK ST DALLAS TX 75246 $192,500 $190,529
24630013332 1690 YARROW STREET Lakewood CO 80215 $157,500 $155,819
24630013333 12 SHERMAN STREET Denver CO 80203 $240,500 $186,779
24630013352 806 EAST CAROL AVENUE Phoenix AZ 85020 $390,000 $385,669
24630013371 1233 N 35TH ST PHOENIX AZ 85008 $562,500 $556,806
24630013385 2269 WEST OAK STREET DENTON TX 76201 $412,500 $405,316
24630013394 3666 S PEARL ST ENGLEWOOD CO 80110 $339,500 $335,847
24630013411 1718-1732 6TH AVE MESA AZ 85204 $158,000 $153,681
24630013436 2313 EMPORIA ST AURORA CO 80010 $120,000 $118,747
24630013479 815 SHERMAN ST DENVER CO 80203 $468,750 $463,870
24630013489 5425 GASTON AVE Dallas TX 75214 $147,000 $145,542
24630013490 801 E HATCHER RD Phoenix AZ 85020 $275,000 $272,290
24630013506 1372 MARION ST & 1314-1316 E 14TH ST DENVER CO 80209 $288,750 $285,627
24630013509 5905 E RICHTHOFEN PL AURORA CO 80010 $120,000 $118,846
24630013515 2001 BRISTOL RD Laredo TX 78045 $1,330,000 $1,319,888
24630013517 2861 ELIOT CIRCLE WESTMINSTER CO 80030 $145,000 $133,619
24630013535 1550 S PEARL ST Denver CO 80010 $283,000 $280,426
24630013538 1630 CLINTON ST Aurora CO 80010 $149,250 $147,812
24630013542 9501 WEST PEORIA AVENUE PEORIA AZ 85345 $385,000 $381,476
24630013549 7030 STUART ST, 4250 & 4260 W 70TH PL Westminster CO 80030 $420,375 $416,318
24630013555 3000 S UNIVERSITY BLVD Denver CO 80210 $446,250 $442,089
24630013556 291 S PEARL ST Denver CO 80209 $190,500 $187,413
24630013587 3015-3019 W HIGHLAND PARK PLACE Denver CO 80211 $141,000 $139,681
24630013589 1407 W SHADY GROVE RD Irving TX 75060 $581,000 $575,571
24630013591 1320 E 12TH AVE Denver CO 80218 $120,000 $118,893
24630013624 1921 E HAYDEN LANE Tempe AZ 85281 $285,750 $280,523
24630013635 820 S FEDERAL BLVD. DENVER CO 80219 $493,125 $488,585
24630013692 9945 WEST 59TH PLACE Arvada CO 80004 $255,500 $243,943
24630013702 1709 & 1717 E ELTON AVE Mesa AZ 85204 $195,000 $192,978
24630013714 520-526 ATWOOD Longmont CO 80501 $165,000 $162,575
24630013720 1225 COLORADO BLVD Denver CO 80206 $723,750 $717,665
24630013756 2301 Emporia Street Aurora CO 80010 $120,000 $119,123
24630013765 1020 Logan Street Denver CO 80203 $568,750 $564,453
24630013766 1630 Pennsylvania Street Denver CO 80203 $318,750 $316,530
24630013771 2310 East Roosevelt Phoenix AZ 85006 $185,000 $181,871
24630013777 1520 Glencoe Street Denver CO 80222 $276,000 $273,972
24630013789 1721 Humboldt Street Denver CO 80218 $372,750 $349,573
24630013854 4912 S Iowa Avenue & 405 SW 50th Street Loveland CO 80537 $200,000 $198,526
24630013922 2951-55 Franklin Street Denver CO 80205 $151,875 $150,924
24630013931 1264 Grant Street Denver CO 80203 $490,000 $485,802
24630013956 1565 Moline Street Aurora CO 80010 $408,750 $406,048
24630013963 13082 E 14th Place Aurora CO 80011 $225,000 $223,446
24630013990 1500 W. Lovers Lane Arlington TX 76013 $675,000 $670,507
24630013991 5020 S. 67th East Avenue Tulsa OK 74145 $506,250 $503,171
24630014009 11916 E. 14th Avenue Aurora CO 80010 $142,500 $141,551
24630014052 6427 W. 11th Avenue/1143 Lamar Street Lakewood CO 80214 $852,000 $847,647
24630014067 2948 North 38th Street Phoenix AZ 85018 $155,000 $153,565
24630014078 1275 Washington Drive Denver CO 80203 $450,000 $447,216
24650012784 2700 AND 2701 FEDERAL BOULEVARD DENVER CO 80211 $682,750 $674,565
24650013220 1984 AKRON STREET AURORA CO 80010 $105,000 $103,968
24650013384 2130 W INDIAN SCHOOL RD PHOENIX AZ 85015 $1,173,750 $1,161,895
24650013465 5849 ORAM ST DALLAS TX 75206 $240,000 $238,175
24650013485 808 & 900 NORTH CENTER ST Arlington TX 76011 $400,000 $396,628
24650013671 3801 STATE HIGHWAY, 198 Malakoff TX 75148 $1,000,000 $992,494
24650013674 675 S 300 EAST Brigham City UT 84302 $200,000 $187,151
24650013815 2309 & 2313 North Fitzhugh Avenue Dallas TX 75204 $157,500 $154,473
24650013816 2514 Community Drive Dallas TX 75220 $300,000 $297,960
24650013838 1401 Harvard Street Houston TX 77008 $108,750 $108,064
24650013853 5536 N. 31st Street Milwaukee WI 53214 $146,250 $145,466
24650013855 5512 N. 31st. St. Milwaukee WI 53214 $141,000 $140,244
24650013859 4316 N 27th Street Phoenix AZ 85016 $350,000 $347,919
24650013944 1443 Elizabeth Street Denver CO 80206 $371,250 $367,337
24650013946 6203 Dover Street Arvada CO 80004 $191,250 $190,155
24650013980 625 Manco Road Lewisville TX 75067 $270,000 $266,205
24650013992 4520 Hemlock Drive Baytown TX 77521 $414,400 $408,340
24650014014 1801-1803 W Cinnabar Avenue & 9832-9850 Phoenix AZ 85021 $160,000 $159,244
N. 18th Avenue
24650014024 405-415 Cora Street Arlington TX 76011 $960,000 $955,133
24650014034 2140 W. Camelback Road Phoenix AZ 85015 $276,250 $275,109
24700012968 1350 CHAMBERS ROAD Aurora CO 80104 $278,000 $274,671
24700013000 7211 REGENCY SQUARE BOULEVARD Houston TX 77036 $960,000 $940,559
24700013172 14644 NORTH CAVE CREEK ROAD Phoenix AZ 85022 $286,000 $282,865
24700013183 2638 SIXTH STREET NW Albuquerque NM 87107 $60,000 $59,010
24700013317 9995 EAST COLFAX AVENUE Aurora CO 80010 $273,000 $266,603
24700013322 1985 WEST APACHE TRAIL Apache Junction AZ 85220 $269,750 $267,093
24700013390 65-97 S SHERIDAN BLVD LAKEWOOD CO 80226 $794,500 $787,269
24700013412 110-160 W 84TH AVE THORTON CO 80221 $507,500 $502,955
24700013438 500 E THOMAS RD PHOENIX AZ 85012 $480,000 $475,441
24700013475 1279-1281 MARION ST DENVER CO 80216 $105,000 $104,032
24700013744 714-730 East 18th Avenue Denver CO 80218 $210,000 $208,316
24700013970 2865 JANITELL RD COLORADO SPRINGS CO 80910 $1,100,000 $1,086,809
24720013642 5612 Yale Boulevard Dallas TX 75206 $346,000 $335,638
24720013688 590 NORTH ALMA SCHOOL RD Chandler AZ 85224 $750,000 $741,226
24720013965 2225 West Broadway Mesa AZ 85202 $60,000 $59,755
25630011929 465 E. HAYDEN AVENUE Hayden Lake ID 83835 $141,000 $137,939
25630012969 420 NORTH 4TH STREET Tacoma WA 98403 $270,000 $265,738
25630013007 17 WEST CASINO ROAD Everett WA 98204 $995,000 $979,297
25630013054 12704-14 49TH AV/4704-4810 127TH ST Lakewood WA 98499 $1,582,500 $1,558,369
25630013075 230 SOUTH 80TH STREET Tacoma WA 98208 $350,000 $345,075
25630013077 8501 MIDVALE AVE N & 8500 NESBIT AVE Seattle WA 98103 $715,000 $704,282
25630013087 7001-7005 & 7009-7015 RAINIER AVE S Seattle WA 98118 $450,000 $443,582
25630013100 6334 RAINIER AVENUE SOUTH Seattle WA 98118 $825,000 $813,357
25630013101 400 12TH AVENUE EAST Seattle WA 98102 $450,000 $443,217
25630013123 519 PROSPECT STREET Seattle WA 98109 $430,000 $423,396
25630013162 1111 WEST JAMES STREET Kent WA 98032 $675,000 $650,541
25630013252 7510 ROOSEVELT WAY NE SEATTLE WA 98115 $150,000 $147,986
25630013255 14132 37TH AVENUE SOUTH Tukwila WA 98168 $330,000 $325,619
25630013296 8001-8007 DENSMORE AVE N & 1512-1518 N Seattle WA 98103 $575,000 $562,493
BOTH ST
25630013360 635 75THE ST SE EVERETT WA 98203 $265,000 $261,974
25630013396 2615 EAST CHERRY STREET SEATTLE WA 98122 $500,000 $494,465
25630013397 515 22ND AVE SEATTLE WA 98122 $475,000 $469,742
25630013427 205 19TH ST & 1820 E JOHN ST SEATTLE WA 98122 $1,150,000 $1,135,626
25630013472 7401 RAINIER AVE S SEATTLE WA 98118 $1,075,000 $1,064,324
25630013473 7325 RAINER AVE S SEATTLE WA 98118 $920,000 $910,700
25630013649 18125 96TH AVE NE BOTHELL WA 98011 $320,000 $316,098
25630013769 3600 S. Oregon Street/4426 36th Avenue S. Seattle WA 98118 $465,000 $461,649
25630013976 1416 E. Marion Street Seattle WA 98122 $305,000 $302,807
25650013474 102411 47TH AVE LAKEWOOD WA 98499 $313,500 $309,326
25650013536 10 EAST CASINO RD Everett WA 98203 $800,000 $793,565
25650013805 1723 18th Avenue Seattle WA 98122 $907,500 $900,961
25650013988 5311 Chicago Avenue SW Lakewood WA 98499 $201,000 $199,961
25700013079 2112 & 2114 THORNDYKE AVE. WEST Seattle WA 98199 $165,000 $162,207
25700013424 11903 NE 128TH ST KIRKLAND WA 98034 $615,000 $603,303
25700013534 2625 E TRENT AVE Spokane WA 99202 $175,000 $173,706
25700013588 1520 HARRISON AVE Centralia WA 98531 $900,000 $881,652
25720013995 119-141 Winslow Way E. Bainbridge Island WA 98110 $235,000 $229,262
25720014036 240 Winslow Way E. Bainbridge Island WA 98110 $420,000 $413,562
26600013221 4155 LANCASTER DR NE SALEM OR 97305 $1,250,000 $1,235,730
26630012473 1871-1875 WILLAMETTE FALLS DR West Linn OR 97068 $425,000 $416,879
26630012982 629 E. 19TH STREET Oakland CA 94606 $600,000 $591,057
26630013025 9305 SE HAROLD STREET Portland OR 97266 $383,600 $378,308
26630013031 607-611 NW 18TH STREET Portland OR 97209 $250,000 $246,555
26630013053 1610 SE PIONEER WAY Oak Harbor WA 98277 $143,500 $141,167
26630013062 803-817 N. AINSWORTH Portland OR 97217 $187,500 $184,196
26630013066 3248 SE FERRY SLIP ROAD South Beach OR 97366 $163,536 $161,530
26630013067 8801-8819 NORTH EDISON STREET Portland OR 97203 $250,000 $241,585
26630013102 1041 SOUTH COLUMBIA STREET Seaside OR 97138 $130,000 $128,272
26630013114 54 NW 13TH STREET Gresham OR 97030 $155,000 $152,875
26630013134 401 NORTH CEDAR STREET Canby OR 97013 $498,750 $492,119
26630013151 6622-6766 NORTH FESSENDEN STREET Portland OR 97203 $1,475,000 $1,456,526
26630013203 624-640 SE 146TH AVENUE Portland OR 97233 $130,000 $128,128
26630013277 131 SE 24TH AVE PORTLAND OR 97214 $295,000 $291,662
26630013329 11401 NE SANDY BLVD PORTLAND OR 97220 $216,000 $211,956
26630013334 76251 RAINBOW ST OAKRIDGE OR 97463 $400,000 $395,601
26630013375 6230 SW HALL BLVD BEAVERTON OR 97008 $205,000 $202,602
26630013408 10305 SE WILSONVILLE RD WILSONVILLE OR 97070 $1,150,000 $1,133,715
26630013458 5436-5504 SE CENTER ST PORTLAND OR 97206 $200,000 $197,167
26630013526 1759 JEROME AVE Astoria OR 97103 $93,500 $91,227
26630013529 1108-1110 WOOD AVE Kelso WA 98626 $480,000 $476,349
26630013643 1612 BRYANT ST Vancouver WA 98661 $540,000 $530,799
26630013901 12924-32 SE Powell Blvd. Portland OR 97236 $332,000 $329,896
26650013530 1611 SE 21ST AVE Portland OR 97214 $270,000 $266,806
26650013733 3804 SE Francis Street Portland OR 97202 $216,000 $212,728
26650013738 1217 North Mesa El Paso TX 79902 $217,000 $213,085
26650013757 914-916 W. Yandell El Paso TX 79902 $97,000 $95,403
26650013762 15827 NE Glisan Street Portland OR 97230 $405,000 $402,269
26650013821 1254 8th NW & 3598 Aster St NW Salem OR 97304 $308,000 $306,119
26650013838 755 SE Hogan Road Gresham OR 97080 $825,000 $819,978
26650013844 3700-3701 Keltner El Paso TX 79904 $520,000 $516,842
26650013851 1589-1599 Market Street NE Salem OR 97301 $285,000 $283,242
26650013856 9221 N Lombard Street Portland OR 97203 $320,000 $317,953
26650013888 3804-3814 SE 54th Avenue Portland OR 97206 $233,000 $231,359
26650013909 1857 Talbot Road S.E. Jefferson OR 97352 $234,000 $232,631
26650013924 12430 NE Glisan Street Portland OR 97230 $1,025,000 $1,019,038
26650013941 4900 SW 170th Avenue Aloha OR 97007 $350,000 $347,859
26650013962 3611-3635 SW Baird Street Portland OR 97219 $380,000 $377,773
26650014029 3721 SE 13th Avenue Portland OR 97202 $395,000 $392,997
26650014059 9222 North Lombard Street Portland OR 97203 $400,000 $398,068
26700012569 12795 SW THIRD STREET Beaverton OR 97005 $160,000 $155,865
26700012929 3811,15,17,19,23,AND 25 SE BELMONT ST Portland OR 97214 $200,000 $180,357
26700012967 700 NORTH KILLINGSWORTH Portland OR 97217 $160,000 $157,966
26700013145 10014 - 10024 SW CANYON ROAD Portland OR 97225 $370,500 $366,439
26700013223 1741-1835 LANCASTER DR NE SALEM OR 97305 $1,450,000 $1,423,076
26700013227 16 & 28 SW FIRST AVENUE Portland OR 97204 $1,500,000 $1,421,023
26700013268 9014 NE SAINT JONES BLVD VANCOUVER WA 98605 $230,000 $226,133
26700013278 205 SE GRAND AVENUE Portland OR 97214 $570,000 $541,767
26700013403 6529 NE SANOY BLVD PORTLAND OR 97213 $165,000 $162,235
26700013449 940 HIGHWAY 99 N EUGENE OR 97402 $263,250 $249,315
26700013496 6025 JEAN RD LAKE OSWEGO OR 97035 $520,000 $515,238
26700013627 19365 SW 89TH ST Tualatin OR 97062 $250,000 $247,676
26700013664 15659 LOWER BOONES FERRY RD Lake Oswego OR 97035 $440,000 $431,152
26700013934 533 NE Schuyler Street Portland OR 97212 $565,000 $561,421
26720013654 324 SE ABERNETHY ST Portland OR 97201 $190,000 $187,914
26720013887 62910 O.B. Riley Road Bend OR 97701 $400,000 $397,776
26720013933 655 C Street Silverton OR 97381 $297,500 $295,339
26720014038 1922 & 2022 NW Division Street Gresham OR 97030 $400,000 $398,256
27630013230 324-326 MT. PROSPECT AVENUE Newark NJ 7104 $227,500 $225,109
27630013896 1101-1107 West Marquette Chicago IL 60621 $221,900 $218,298
27650013813 1808 S Racine Avenue Chicago IL 60608 $75,000 $74,562
27650013999 5551-5553 W. Congress Parkway Chicago IL 60644 $150,000 $149,313
27700013116 16900 DETROIT AVENUE Lakewood OH 44107 $160,000 $158,150
27700013267 361 E. 178TH STREET Bronx NY 10461 $170,000 $168,214
27700013389 2525 WESTCHESTER AVENUE BRONX NY 10461 $350,000 $347,072
27720013977 900-902 W. 59th Street/ 5848-5850 S. Chicago IL 60621 $112,500 $112,035
Peoria Avenue
28630013126 1150-1152 OGDEN STREET EXTENSION BRIDGEPORT CT 6604 $140,625 $139,051
28630013269 493 MONMOUTH ST JERSEY CITY NJ 7302 $118,300 $116,848
28630013602 116 HOMESTEAD ST ROXBURY MA 2121 $165,000 $163,411
28630013707 756 Hamburg Turnpike Pompton Lakes NJ 7442 $120,000 $119,158
28630013753 103 Tompkins Avenue Stony Point NY 10980 $225,000 $223,463
28630013817 5-13 Albough Road & 11-13 Wallens Hill Barkhamsted CT 6063 $1,200,000 $1,191,425
Road
28630013985 62 King Cole Road Hamburg NJ 7419 $361,875 $360,271
28650013836 614-616 Park Avenue Hoboken NJ 7030 $300,000 $297,840
28650013889 8-14 Harrison Street Manchester NH 3014 $528,000 $524,683
28650013917 390-392 Main Street Biddeford ME 4005 $143,500 $142,818
28650013937 4177 Post Road Warwick RI 2886 $318,750 $317,123
28650013943 716 Penfield Street Bronx NY 10470 $217,500 $216,405
28650013968 1 & 3 Florida Court Maynard MA 1754 $937,500 $932,721
28650013997 106 Fulton Street New Haven CT 6513 $135,000 $133,953
28700013089 191 VINEYARD RD Edison NJ 8817 $600,000 $593,805
28700013119 175-177 NEWARK AVENUE Jersey City NJ 7302 $247,520 $245,045
28700013239 9 WEST 20TH STREET New York NY 10011 $2,350,000 $2,285,073
28700013338 2 CENTRAL AVE West Orange NJ 7052 $177,000 $175,378
28700013357 342 E 51ST ST NEW YORK NY 10022 $1,040,000 $1,029,972
28700013363 125 JAMES ST JERSEY CITY NJ 7305 $500,000 $488,740
28700013388 132-142 S THIRD ST EASTON PA 18042 $480,000 $475,404
28700013644 230 RT 206 SOUTH Flanders NJ 7836 $700,000 $696,211
28720013770 890 - 898 East 92nd Street Brooklyn NY 11236 $210,000 $208,316
28720013996 56-70 Washington Street Providence RI 2910 $228,000 $227,087
28720014049 749 Marin Avenue Lyndhurst NJ 7071 $300,000 $298,184
29630013166 611 NE 3RD STREET Hallandale FL 33009 $144,625 $142,882
29630013198 3109 & 3130 NW 21ST COURT Miami FL 33142 $315,000 $311,153
29630013205 823 NW 2ND AVENUE Fort Lauderdale FL 33311 $84,490 $80,455
29630013294 511 W PERRY ST LANTANA FL 33462 $215,000 $212,705
29630013331 2921 2ND AVE NORTH Lake Worth FL 33461 $275,100 $272,586
29630013478 49-53 UNION ST & 5-15 ADAMS ST EAST HAMTOM MA 1027 $345,000 $342,001
29630013510 2124-2138 PARK TERRACE COLLEGE PARK GA 30337 $315,000 $312,188
29630013516 4902-5467 PINE CLUSTER LANE Orlando FL 32819 $875,000 $867,944
29630013533 99-105 WENDELL AVE Pittsfield MA 1201 $150,000 $148,801
29630013632 4102 SE 19TH PLACE CAPE CORAL FL 33904 $365,000 $361,608
29630013732 1387 Grand Concourse Bronx NY 10452 $700,000 $693,709
29630013826 814 N G Street Lake Worth FL 33460 $206,250 $204,857
29630013827 901 North F Street Lake Worth FL 33460 $276,950 $275,021
29630013829 611 North Federal Highway Lake Worth FL 33460 $131,800 $130,882
29650013453 402 LAKE OSBORNE DR LAKE WORTH FL 33461 $169,500 $168,085
29650013504 1652 W GRACE ST/603 N ALLEN ST Richmond VA 23220 $209,250 $207,799
29650013541 921 EVERGREEN DR Lake Park FL 33403 $288,000 $277,321
29650013807 8603 NW 35th Court Coral Springs FL 33065 $180,000 $178,848
29650013880 3200 & 3230 Cushman Circle SW Atlanta GA 30311 $1,190,000 $1,183,714
29650013883 27 Rousseau Road Windham ME 4062 $142,500 $141,610
29650013895 40 West 27th Street Hialeah FL 33010 $173,250 $172,334
29650013900 3911-3919 Wisconsin Street Lake Worth FL 33461 $105,000 $104,391
29650013978 11 Tumlin Street Cartersville GA 30120 $175,000 $174,050
29700013297 973 N. HARBOUR CITY BOULEVARD Melbourne FL 32935 $350,000 $346,318
29700013362 1718 LAKE AVE ASHTABULA OH 44004 $111,000 $109,960
29700013455 801-809 1/2 E IDLEWILD AVE & 5916-5920 TAMPA FL 33064 $136,000 $133,231
N Nebraska
29700013708 1584, 1586, 1588 & 1590 HIGHLAND AVE Melbourne FL 32935 $224,000 $222,556
29700013797 4327 Wade Green Road Kennesaw GA 30144 $406,250 $403,359
29720013734 2970 State Road Highway 138 Riverdale GA 30296 $130,000 $128,655
29720013959 3800 NW 27 Avenue/2727 NW 38 Street Miami FL 33142 $500,000 $497,552
29720013982 393 NE 5th Avenue Delray Beach FL 33483 $125,000 $124,447
29720014043 958-998 SW 81 Avenue/8010-8020 North Lauderdale FL 33068 $850,000 $843,530
Kimberley Blvd
29720014044 157 Summer Street Kennebunk ME 4043 $225,000 $198,727
</TABLE>
<PAGE>
<TABLE>
First Next Rate
Cut Off Monthly Payment Maturity Rate Loan Maximum Minimum Change
Loan Id Date Rate Rate Date Date Type Index Margin Rate Rate Date
- ---------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1630010860 11.500 1,697.69 1-Jun-94 1-May-24 ARM PRIME 3.550 12.950 6.950 1-May-99
1650010884 8.000 1,526.25 1-Jul-94 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
1650010970 8.000 1,388.29 1-Dec-94 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
1650010992 7.500 1,422.21 1-Jan-95 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
1650011009 8.000 1,357.47 1-Feb-95 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1650011176 9.000 1,265.27 1-Jul-95 1-Jun-00 FIXED FIXED N/A N/A N/A N/A
1650011307 9.000 941.41 1-Sep-95 1-Aug-25 FIXED FIXED N/A N/A N/A N/A
1650011353 8.000 1,320.78 1-Oct-95 1-Sep-00 FIXED FIXED N/A N/A N/A N/A
1650012477 8.500 1,209.12 1-Nov-96 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650012536 8.500 1,280.25 1-Dec-96 1-Nov-03 FIXED FIXED N/A N/A N/A N/A
1650013002 9.000 854.92 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
1650013105 9.000 936.59 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
1650013429 9.500 2,708.82 1-Nov-97 1-Oct-04 FIXED FIXED N/A N/A N/A N/A
1650013432 9.500 1,572.40 1-Nov-97 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650013626 9.250 1,373.87 1-Feb-98 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1700010320 12.000 1,133.59 1-Jan-91 1-Dec-00 ARM PRIME 3.950 17.950 11.950 1-May-99
1700010420 12.500 884.76 1-Nov-91 1-Oct-01 ARM PRIME 4.250 17.950 11.950 1-Apr-99
1700010464 11.250 1,703.46 1-Jan-92 1-Dec-01 ARM PRIME 3.550 16.250 10.250 1-Jun-99
1700010497 12.500 3,694.35 1-Apr-92 1-Mar-22 ARM PRIME 3.950 16.450 10.450 1-Mar-99
1720010854 6.000 1,940.88 1-Apr-94 1-Mar-09 FIXED FIXED N/A N/A N/A N/A
1720010996 8.750 1,534.07 1-Feb-95 1-Jan-00 FIXED FIXED N/A N/A N/A N/A
1720011304 9.500 1,195.70 1-Sep-95 1-Aug-05 FIXED FIXED N/A N/A N/A N/A
1720012241 9.000 1,265.27 1-Jul-96 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
1720012333 8.500 2,114.52 1-Oct-96 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
1720012709 8.500 1,601.27 1-Feb-97 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
1720012974 8.000 525.38 1-Apr-97 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
2700010913 11.250 2,368.15 1-Feb-94 1-Jan-24 ARM PRIME 3.550 13.950 7.950 1-Jul-99
3650011398 9.500 1,934.53 1-May-77 1-Apr-07 FIXED FIXED N/A N/A N/A N/A
3650011409 10.000 2,106.18 1-Jan-79 1-Dec-08 FIXED FIXED N/A N/A N/A N/A
3650011416 9.500 1,513.80 1-Oct-77 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
3650011424 15.500 1,319.58 1-Dec-84 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
3700011598 10.212 2,788.78 1-Feb-88 1-Jan-00 ARM 6MOLIBOR 3.650 16.212 10.212 1-Jun-99
3700011892 9.500 5,253.17 1-Sep-95 1-Sep-05 ARM 6MOLIBOR 3.500 15.500 9.500 1-May-99
3720011393 13.500 3,320.00 1-Nov-80 1-Oct-00 FIXED FIXED N/A N/A N/A N/A
3720011402 9.625 2,603.00 1-Jul-74 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
3720011403 9.250 925.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011404 8.000 1,983.00 1-Aug-74 1-Jul-04 FIXED FIXED N/A N/A N/A N/A
3720011405 8.750 984.00 1-Sep-74 1-Aug-04 FIXED FIXED N/A N/A N/A N/A
3720011427 9.500 3,059.00 15-Apr-76 15-Mar-01 FIXED FIXED N/A N/A N/A N/A
3720011432 14.000 1,917.05 13-Jun-91 13-May-06 FIXED FIXED N/A N/A N/A N/A
3720011612 9.250 3,200.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011616 9.500 3,714.50 1-Jul-77 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
21630011696 9.250 1,642.28 1-Dec-95 1-Nov-25 ARM 6MOLIBOR 4.250 14.000 7.500 1-May-99
21630012785 11.250 2,609.16 1-Jul-97 1-Jun-27 ARM PRIME 3.500 14.750 8.750 1-Jun-99
21630012904 9.500 1,115.00 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012928 9.500 1,110.29 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012931 10.250 1,622.05 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
21630012954 9.750 1,342.08 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012959 9.875 1,091.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
21630012960 9.750 1,410.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012972 9.750 1,242.36 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012973 9.500 1,309.19 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012975 9.750 3,301.60 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630012976 9.750 2,401.17 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630012977 9.750 1,546.35 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012990 9.750 1,260.61 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012992 9.750 5,880.54 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
21630013010 9.375 5,150.94 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013027 9.375 913.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013028 9.625 1,126.56 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013029 9.750 1,895.21 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630013030 9.625 1,324.15 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013032 9.875 1,181.32 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
21630013034 8.750 3,027.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013037 10.630 1,412.14 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.500 10.630 1-Apr-00
21630013045 9.125 10,971.93 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013048 9.375 1,837.58 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
21630013050 9.125 2,296.63 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013063 9.250 2,136.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.500 7.500 1-Apr-99
21630013064 9.625 6,032.68 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 7.500 1-Apr-99
21630013068 10.375 2,167.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Apr-99
21630013070 9.375 1,769.06 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
21630013071 9.625 1,421.82 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013090 9.250 1,060.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-May-99
21630013109 9.000 1,176.43 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013111 9.000 1,044.98 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
21630013137 9.000 982.95 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013143 8.750 1,651.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013149 9.250 1,707.11 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630013152 9.125 819.29 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013164 7.875 6,706.33 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
21630013185 9.625 1,859.74 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jul-99
21630013186 9.625 1,352.34 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
21630013193 8.875 1,310.38 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013195 9.125 1,453.00 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013204 9.125 1,325.42 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013207 8.875 1,214.25 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013216 9.750 5,154.93 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 9.750 1-Jun-00
21630013217 8.875 974.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013218 9.125 1,229.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013222 9.125 626.16 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013241 8.875 1,401.52 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013243 8.875 1,786.21 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013246 9.125 1,282.80 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013256 8.875 2,367.34 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013258 8.875 2,801.02 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013263 8.875 942.24 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013265 8.875 1,006.96 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013266 8.875 6,266.49 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
21630013272 9.500 2,423.45 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013273 8.875 924.41 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013275 9.125 1,109.57 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013276 9.375 1,231.37 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Jul-99
21630013281 9.125 1,431.21 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013306 9.500 2,720.14 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013307 9.500 7,871.46 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.750 1-Aug-99
21630013310 9.500 881.26 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013311 9.250 1,940.60 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Aug-99
21630013320 9.750 1,440.82 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Aug-99
21630013340 9.000 4,881.84 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.250 13.450 7.500 1-Aug-99
21630013341 9.750 15,624.12 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013345 9.500 1,952.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Aug-99
21630013346 9.250 14,467.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 14.250 8.250 1-Aug-99
21630013351 9.500 1,468.76 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630013353 9.875 1,070.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Apr-99
21630013361 9.625 1,460.57 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013367 9.750 1,080.61 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630013374 9.500 1,610.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Mar-99
21630013378 9.625 1,740.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013380 9.750 1,120.67 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Mar-99
21630013382 9.500 4,619.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 22-Feb-99
21630013387 8.375 5,129.10 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
21630013392 10.250 2,124.19 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-Mar-99
21630013393 9.625 2,199.33 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013404 9.250 1,170.03 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
21630013415 9.375 2,242.81 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013416 9.375 1,248.43 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Apr-99
21630013418 10.250 12,804.28 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
21630013422 8.875 4,174.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013423 8.875 1,828.94 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013433 8.875 999.15 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013434 8.875 1,669.87 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013444 9.125 1,300.97 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
21630013445 9.375 891.55 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
21630013448 8.875 1,261.33 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21630013457 9.125 1,189.15 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
21630013462 8.875 1,664.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
21630013466 8.750 903.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.250 7.250 1-May-99
21630013467 8.875 1,080.61 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013481 8.750 1,032.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
21630013482 8.750 1,889.49 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-May-99
21630013483 8.500 1,855.29 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013492 8.500 1,247.91 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013497 8.875 5,619.52 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.500 7.500 1-May-99
21630013499 9.500 716.33 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-May-99
21630013511 9.625 2,334.53 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.450 7.950 1-Jun-99
21630013513 7.750 1,970.73 1-Dec-97 1-Nov-27 ARM 1YRCMT 2.990 13.250 7.750 1-May-99
21630013518 8.440 3,898.88 1-Dec-97 1-Nov-27 ARM 1YRCMT 2.990 14.440 8.440 1-May-99
21630013520 9.600 1,366.13 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 9.600 1-May-99
21630013523 8.500 5,344.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013548 8.875 1,112.50 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.700 7.700 1-Jun-99
21630013550 8.875 904.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013551 8.625 2,746.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013553 8.625 2,738.76 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013554 8.625 2,243.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013559 8.625 1,944.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jun-99
21630013560 9.125 1,336.64 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jun-99
21630013571 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013572 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013577 8.625 1,282.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013580 8.657 1,506.17 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jul-99
21630013582 8.625 1,631.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013595 8.875 2,225.21 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013598 8.625 1,274.90 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013599 8.875 694.76 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013600 8.625 3,107.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013617 9.625 17,399.00 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.450 7.950 1-Jul-99
21630013619 8.625 1,009.91 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013629 8.875 2,147.08 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013640 8.625 1,689.90 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013648 8.625 1,903.57 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.250 12.750 7.750 1-Aug-99
21630013651 8.625 1,252.64 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013652 8.625 4,660.87 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 12.750 7.250 1-Jul-99
21630013659 9.125 3,290.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013663 8.875 1,049.83 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013669 8.875 3,069.42 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013670 8.125 4,833.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
21630013675 9.750 966.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.250 9.750 1-Jul-99
21630013677 8.625 2,302.12 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013678 8.625 3,884.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013683 9.000 4,765.41 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.950 13.500 7.500 1-Aug-99
21630013684 9.125 3,254.54 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21630013685 8.625 1,447.52 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013689 9.125 973.99 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013691 9.750 2,604.57 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.000 13.990 7.990 1-Aug-99
21630013704 9.000 1,603.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013713 9.000 1,265.56 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013715 9.750 2,981.27 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21630013717 9.000 1,291.25 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.250 7.500 1-Mar-99
21630013722 8.375 1,423.48 1-Mar-98 1-Feb-28 ARM 1YRCMT 2.990 13.250 7.250 1-Aug-99
21630013724 9.250 2,526.36 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.750 1-Aug-99
21630013741 8.750 3,446.66 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.250 13.250 7.250 1-Aug-99
21630013742 8.750 2,003.19 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.250 13.250 7.250 1-Aug-99
21630013768 8.375 2,968.17 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 2.700 12.990 6.990 1-Mar-99
21630013779 9.250 6,478.01 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 9.120 1-Mar-99
21630013784 8.750 2,946.40 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
21630013803 9.000 1,873.33 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630013830 9.000 1,406.19 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013831 9.000 1,518.73 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013841 9.000 4,005.67 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013843 9.000 3,499.44 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013845 9.000 3,021.33 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013848 9.000 1,205.31 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013858 9.460 2,117.83 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 12.500 9.460 1-Apr-99
21630013873 8.750 2,553.11 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
21630013874 9.000 1,536.70 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.500 7.500 1-Apr-99
21630013884 9.000 337.47 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.950 13.500 7.500 1-Apr-99
21630013886 9.000 1,295.90 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013892 9.000 1,416.45 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013902 9.000 1,808.25 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013903 9.210 6,361.86 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.500 9.210 1-Apr-99
21630013919 8.060 6,818.66 1-Jun-98 1-May-28 ARM 1YRCMT 2.700 11.900 8.060 1-May-99
21630013935 8.750 3,294.41 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 12.500 7.500 1-May-99
21630013953 9.250 751.80 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630014004 9.970 1,355.13 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.250 13.820 9.970 1-Jun-99
21630014015 9.125 1,400.00 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630014047 8.625 1,107.03 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21650010908 9.000 1,448.33 1-Aug-94 1-Jul-09 FIXED FIXED N/A N/A N/A N/A
21650013155 9.500 1,231.02 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
21650013662 8.625 1,575.03 1-Feb-98 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
21650013665 9.375 1,434.77 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21650013693 9.500 782.00 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21650013725 10.250 1,411.36 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013750 8.875 1,402.33 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013755 9.875 1,913.41 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013794 8.840 4,362.26 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013796 8.950 4,405.66 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013808 8.790 927.74 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
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21650013846 9.165 1,428.92 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013850 9.500 1,362.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013857 8.853 1,409.48 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013864 9.875 2,778.72 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
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21650013899 8.440 13,100.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
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21650013918 8.540 1,441.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013920 9.320 893.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
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21650013951 8.963 1,828.48 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013954 9.150 1,449.45 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013955 8.650 1,461.70 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013957 8.650 2,419.59 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013960 8.650 2,514.12 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013989 8.650 1,992.23 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650014006 8.350 3,270.21 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650014007 8.475 3,337.07 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
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21650014035 8.900 1,407.48 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014039 8.640 1,640.28 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014040 8.640 1,012.52 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014057 8.640 1,343.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014068 8.640 1,799.17 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014075 8.640 1,690.13 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
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21700011525 12.000 4,614.11 1-Oct-95 1-Sep-25 ARM PRIME 3.550 17.300 8.750 1-Mar-99
21700011808 11.250 407.88 1-Feb-96 1-Jan-26 ARM PRIME 3.550 16.000 8.950 1-Jul-99
21700012620 12.000 2,988.10 1-Jan-97 1-Dec-26 ARM PRIME 4.250 15.250 9.250 1-Jun-99
21700012962 10.750 4,233.10 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
21700013016 10.750 2,048.85 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
21700013106 8.875 23,204.21 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
21700013110 9.750 6,011.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.750 14.200 8.200 1-May-99
21700013115 12.000 1,129.34 1-Jun-97 1-May-27 ARM PRIME 3.950 14.950 8.950 1-May-99
21700013118 9.750 1,717.08 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-May-99
21700013121 11.250 1,454.77 1-Jun-97 1-May-27 ARM PRIME 3.250 14.750 8.750 1-May-99
21700013124 11.250 1,949.39 1-Jun-97 1-May-27 ARM PRIME 3.250 14.750 8.750 1-May-99
21700013146 9.500 5,575.96 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
21700013167 11.750 907.04 1-Jul-97 1-Jun-27 ARM PRIME 3.950 14.950 8.950 1-Jun-99
21700013168 11.750 1,229.54 1-Jul-97 1-Jun-27 ARM PRIME 3.950 14.950 8.950 1-Jun-99
21700013171 10.125 3,719.88 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Jun-99
21700013200 10.625 1,620.05 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
21700013234 9.875 3,992.02 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jul-99
21700013237 10.125 1,195.71 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Jul-99
21700013240 11.000 246.40 1-Aug-97 1-Jul-27 ARM PRIME 3.250 14.750 8.750 1-Jul-99
21700013249 10.625 2,340.07 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jul-99
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21700013354 10.750 1,397.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 14.500 8.500 1-Mar-99
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21700013370 10.750 2,069.69 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-Mar-99
21700013402 11.750 806.48 1-Oct-97 1-Sep-22 ARM PRIME 3.250 14.750 9.250 10-Mar-99
21700013442 8.875 6,361.32 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21700013532 9.750 1,931.51 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.750 13.700 8.200 1-May-99
21700013546 11.000 929.76 1-Jan-98 1-Dec-27 ARM PRIME 3.250 14.500 8.500 1-Jun-99
21700013562 9.580 7,562.07 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.700 15.580 9.580 1-Jun-99
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21700013687 9.750 10,974.36 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013701 9.950 14,482.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013709 9.700 1,166.03 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21700013840 10.500 2,466.20 1-May-98 1-Apr-28 ARM PRIME 3.250 14.500 8.500 1-Apr-99
21700013847 9.700 1,404.96 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.750 12.700 7.700 1-Apr-99
21700014008 8.875 2,474.26 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jun-99
21700031791 9.700 2,628.06 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21720013703 9.750 2,545.09 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21720013721 9.375 3,077.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21720013759 9.250 5,138.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
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21720013798 9.290 1,634.10 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013804 9.090 6,691.64 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013824 8.540 10,032.76 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013849 10.045 1,497.53 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013885 8.820 15,438.26 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013915 9.320 2,462.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013916 10.070 2,339.29 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013930 8.820 2,802.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013938 8.570 5,127.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013969 8.650 16,890.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013983 9.400 2,142.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013986 10.275 2,693.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720014013 9.600 7,633.44 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014037 8.650 10,816.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014042 9.400 2,542.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22330013086 10.500 4,098.04 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
22600013301 9.500 4,618.57 1-Sep-97 1-Aug-12 ARM 6MOLIBOR 3.750 13.750 7.750 1-Aug-99
22630011247 10.250 2,852.26 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 14.363 7.950 1-Aug-99
22630012540 9.000 1,233.14 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630012726 9.625 938.77 1-Feb-97 1-Jan-27 ARM 6MOLIBOR 4.500 14.000 8.000 1-Jul-99
22630012924 9.125 2,048.09 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
22630012947 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012948 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012953 9.200 1,330.97 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012988 10.060 4,383.59 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 10.060 1-Mar-00
22630012995 9.750 1,672.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
22630013004 10.875 2,024.86 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.950 8.950 1-Apr-99
22630013012 9.625 1,794.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Apr-99
22630013060 9.625 721.76 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Apr-99
22630013082 9.000 2,425.25 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013128 8.750 1,354.87 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
22630013130 9.000 5,309.01 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013131 9.000 2,111.54 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013140 9.000 2,894.68 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
22630013159 11.000 1,207.68 1-Jun-97 1-May-27 ARM PRIME 2.950 14.250 8.250 1-May-99
22630013177 9.125 683.08 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013192 9.375 1,047.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Jun-99
22630013209 9.125 1,309.23 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013215 9.125 3,286.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.250 7.750 1-Jul-99
22630013219 9.125 1,951.65 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013253 9.125 819.29 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013257 9.125 1,341.76 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013261 10.000 1,226.51 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Aug-99
22630013279 9.500 2,517.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013284 9.625 1,781.05 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013285 9.625 3,752.31 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013312 9.500 1,269.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013326 9.500 3,065.40 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013344 9.375 8,437.49 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
22630013359 9.750 892.52 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013369 9.750 2,231.30 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013398 9.125 1,058.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Apr-99
22630013399 9.750 1,756.75 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013417 9.500 3,122.74 1-Dec-97 1-Nov-12 ARM 6MOLIBOR 4.500 13.500 7.500 1-May-99
22630013430 9.125 967.58 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
22630013435 8.875 3,432.36 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
22630013441 10.625 3,651.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.250 14.450 8.950 1-Apr-99
22630013486 7.750 1,899.96 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.750 13.500 7.500 1-May-99
22630013501 8.750 1,938.75 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
22630013502 7.250 8,704.65 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.250 7.250 1-May-99
22630013540 10.125 9,168.77 1-Jan-98 1-Dec-04 ARM 6MOLIBOR 5.000 14.000 8.500 1-Jun-99
22630013543 8.875 1,113.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013544 8.875 1,938.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013564 8.875 3,518.61 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
22630013566 8.875 789.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013567 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
22630013585 8.875 835.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
22630013607 8.875 755.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.990 7.990 1-Jul-99
22630013608 7.625 2,682.17 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.500 7.500 1-Jul-99
22630013611 7.625 7,043.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.250 7.250 1-Jul-99
22630013636 9.750 1,480.23 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.125 14.250 8.250 1-Aug-99
22630013637 8.875 2,076.09 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
22630013650 8.625 1,690.19 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
22630013658 8.750 7,308.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.500 1-Jul-99
22630013679 8.875 2,384.93 1-Feb-98 1-Jan-05 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jul-99
22630013680 9.500 3,182.61 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.375 13.740 7.990 1-Jul-99
22630013740 9.625 1,641.61 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.875 13.250 9.495 1-Aug-99
22630013745 9.250 1,388.12 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.250 7.750 1-Aug-99
22630013746 9.625 1,274.88 1-Apr-98 1-Mar-05 ARM 6MOLIBOR 3.950 13.750 9.500 1-Mar-99
22630013780 8.750 1,355.96 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
22630013786 9.000 644.53 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013787 8.875 1,932.14 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.125 12.250 7.500 1-Mar-99
22630013800 9.750 3,002.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.000 13.250 7.750 1-Mar-99
22630013819 8.750 466.82 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
22630013820 9.490 2,292.11 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 5.000 13.990 7.990 1-Mar-99
22630013822 7.750 2,953.12 1-Apr-98 1-Mar-28 ARM 1YRCMT 2.700 12.990 6.990 1-Mar-99
22630013862 7.625 1,432.79 1-May-98 1-Apr-28 ARM 1YRCMT 3.000 13.250 7.250 1-Apr-99
22630013863 9.000 1,406.14 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-Apr-99
22630013868 9.125 740.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.750 1-Apr-99
22630013906 8.360 16,223.90 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 8.360 1-May-99
22630013961 8.625 1,515.30 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-May-99
22630014022 9.030 18,152.58 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.250 13.250 9.030 1-Jun-99
22650012504 10.500 4,310.71 1-Dec-96 1-Nov-01 FIXED FIXED N/A N/A N/A N/A
22650013376 10.170 1,442.06 1-Oct-97 1-Sep-04 FIXED FIXED N/A N/A N/A N/A
22650013400 9.500 1,034.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
22650013431 10.880 1,117.17 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013459 9.800 7,828.11 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013565 9.450 1,406.52 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
22650013568 8.875 2,068.68 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
22650013606 9.440 12,173.42 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013613 8.930 6,536.66 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013614 8.930 2,248.85 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013615 8.930 5,247.32 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013747 8.940 3,401.32 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013748 8.940 6,402.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013761 8.625 1,487.53 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013818 9.040 1,130.51 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013869 9.000 2,574.80 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013871 8.320 2,353.66 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013881 8.150 18,234.08 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013893 8.820 2,216.78 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013894 8.290 2,799.91 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013905 8.655 1,871.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013928 9.450 1,306.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013929 9.150 1,992.12 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013964 8.900 2,003.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013971 8.963 2,586.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013972 8.900 1,646.71 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013994 8.963 661.62 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014019 9.140 1,405.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014021 9.650 364.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014028 8.890 1,310.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014031 8.640 2,468.98 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014061 8.140 14,870.96 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22700012966 12.000 1,471.45 1-Jul-97 1-Jun-22 ARM PRIME 4.200 15.200 9.200 1-Jun-99
22700012989 9.875 3,864.20 1-May-97 1-Apr-22 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
22700012996 9.625 5,094.18 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-Mar-99
22700013041 11.500 1,951.31 1-May-97 1-Apr-27 ARM PRIME 3.250 14.750 8.750 1-Apr-99
22700013058 9.250 5,329.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
22700013129 9.500 3,230.42 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
22700013178 9.625 6,706.10 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
22700013210 10.625 1,135.42 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
22700013233 9.500 11,653.97 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.375 13.875 8.375 1-Jul-99
22700013350 9.625 2,623.59 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013377 11.250 659.00 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Mar-99
22700013401 9.625 7,640.81 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013425 10.875 2,466.01 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.500 14.500 9.000 1-Apr-99
22700013443 9.875 8,127.93 1-Nov-97 1-Oct-17 ARM 6MOLIBOR 4.500 14.500 9.000 1-Apr-99
22700013470 9.500 12,153.63 1-Dec-97 1-Nov-07 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013494 9.500 1,478.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013498 10.000 1,082.44 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-May-99
22700013507 8.625 2,719.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.700 13.490 7.990 1-May-99
22700013521 10.250 1,074.32 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
22700013570 11.750 2,519.69 1-Jan-98 1-Dec-27 ARM PRIME 3.950 14.750 9.250 1-Jun-99
22700013584 9.375 1,346.04 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jun-99
22700013594 10.125 4,030.12 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 5.000 14.250 8.250 1-Jul-99
22700013638 10.250 2,607.01 1-Feb-98 1-Jan-08 ARM 6MOLIBOR 4.250 14.200 10.250 1-Jul-99
22700013666 9.750 1,283.46 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.625 13.700 8.450 1-Jul-99
22700013760 9.500 5,234.60 1-Apr-98 1-Mar-23 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
22720013616 9.875 3,655.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013681 9.480 3,684.72 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013706 9.600 1,188.89 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
22720013764 9.810 1,298.25 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013776 9.540 3,796.99 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013778 9.390 11,042.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013852 9.040 2,862.20 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013870 9.540 2,362.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013912 8.570 19,347.00 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013925 9.915 958.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013942 8.900 2,665.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013967 8.400 4,942.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013974 8.900 1,992.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720014020 9.015 5,438.49 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23600013293 9.750 12,869.28 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 14.000 8.000 1-Aug-99
23630013006 9.250 1,068.23 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
23630013021 8.875 3,879.55 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.450 7.450 1-Apr-99
23630013047 9.125 4,310.26 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.750 7.750 1-Apr-99
23630013061 8.875 1,635.87 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
23630013076 9.625 806.37 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
23630013103 9.450 1,816.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-00
23630013147 7.500 4,869.27 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
23630013287 8.375 8,736.80 1-Oct-97 1-Sep-07 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
23630013300 9.690 2,051.41 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23630013315 10.500 4,708.34 1-Sep-97 1-Aug-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013337 10.500 1,277.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013461 7.875 1,340.88 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
23630013487 9.625 1,992.29 1-Dec-97 1-Nov-17 ARM 6MOLIBOR 4.630 14.500 8.500 1-May-99
23630013500 7.500 3,619.67 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.000 7.500 1-May-99
23630013514 8.875 1,231.85 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-May-99
23630013519 8.750 2,045.69 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.750 8.250 1-May-99
23630013574 9.375 1,296.19 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013575 9.375 1,296.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013609 9.625 3,097.80 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
23630013645 8.750 10,890.95 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.950 1-Jul-99
23630013647 8.625 4,665.56 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
23630013716 9.875 1,606.45 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23630013772 9.750 4,838.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.500 13.250 7.750 1-Mar-99
23630013793 8.750 9,432.62 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.625 13.250 7.750 1-Mar-99
23630014003 8.875 4,927.57 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
23650013428 10.000 2,544.96 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
23650013775 8.500 1,691.61 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23650013975 8.400 2,827.95 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23650013984 8.650 3,792.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014053 8.400 3,428.27 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014065 8.195 2,952.25 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23700013018 10.250 1,958.28 1-May-97 1-Apr-17 ARM 6MOLIBOR 4.950 13.950 7.950 1-Apr-99
23700013093 9.250 2,723.55 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700013188 9.875 3,574.22 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jun-99
23700013299 10.500 1,734.50 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23700013325 9.250 4,108.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.450 13.750 7.750 1-Aug-99
23700013365 10.000 4,382.32 1-Oct-97 1-Sep-07 ARM 6MOLIBOR 4.250 13.750 8.250 1-Mar-99
23700013372 10.750 6,145.76 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 5.000 14.500 8.500 22-Feb-99
23700013405 10.250 5,581.88 1-Oct-97 1-Sep-17 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
23700013493 9.750 7,248.64 1-Dec-97 1-Nov-22 ARM 6MOLIBOR 4.750 13.950 8.450 1-May-99
23700013557 9.875 4,336.45 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.750 13.500 8.000 1-Jun-99
23700013558 8.875 5,726.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
23700013583 9.375 1,510.96 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 4.250 13.500 7.500 1-Jul-99
23700013590 7.625 2,827.11 1-Jan-98 1-Dec-27 ARM 1YRCMT 2.990 13.250 7.250 1-Jun-99
23700013593 9.875 1,550.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.750 13.950 8.450 1-Jul-99
23700013605 9.750 1,173.29 1-Mar-98 1-Feb-18 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013660 9.375 6,936.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
23700013661 9.750 2,366.77 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
23700013672 9.625 9,765.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.500 8.000 1-Jul-99
23700013727 10.000 5,784.72 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 8.200 1-Mar-99
23700013731 9.750 7,721.16 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013749 9.625 1,816.96 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 3.950 13.500 8.000 1-Mar-99
23700013860 9.625 3,199.56 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.250 13.450 7.950 1-Apr-99
23700013952 9.250 1,311.12 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700014062 8.125 1,402.82 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.950 13.700 7.700 1-Jun-99
23720013321 10.480 9,663.23 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23720013531 9.750 3,118.99 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
23720013547 9.450 4,964.63 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
23720013695 8.875 10,964.63 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
23720013754 9.250 12,631.64 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
23720013875 10.125 4,587.64 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013882 9.445 1,736.38 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013890 9.125 5,383.36 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013898 9.250 3,907.71 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013911 8.750 1,404.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013987 9.400 7,085.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014000 9.025 6,149.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014045 9.640 1,880.91 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23720014054 8.195 3,251.21 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24330013113 10.750 2,660.43 1-Jun-97 1-May-04 FIXED FIXED N/A N/A N/A N/A
24630011333 10.250 2,614.02 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 13.750 7.750 1-Aug-99
24630012999 9.375 1,163.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
24630013005 8.950 2,242.88 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 8.950 1-Apr-00
24630013013 9.375 1,577.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013020 9.125 2,113.02 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013085 9.375 2,323.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013108 8.750 1,572.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013117 9.000 1,768.97 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
24630013133 9.000 849.13 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013139 9.000 3,217.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013148 8.750 3,908.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013190 8.875 3,006.58 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013196 8.875 2,182.85 1-Jul-97 1-Jun-17 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013208 9.125 757.97 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013214 9.125 2,335.83 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013235 9.625 2,412.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 14.250 8.250 1-Jul-99
24630013251 9.125 609.65 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
24630013270 8.875 1,873.62 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
24630013302 10.000 1,051.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.250 8.250 1-Aug-99
24630013304 9.500 3,241.76 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013313 9.750 1,650.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
24630013332 9.500 1,322.74 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
24630013333 9.125 1,574.98 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.750 13.500 7.500 1-Aug-99
24630013352 9.500 3,273.93 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013371 10.000 4,925.99 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Mar-99
24630013385 9.500 3,594.66 1-Oct-97 1-Sep-22 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013394 9.500 2,849.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013411 9.125 1,271.82 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013436 8.875 953.85 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
24630013479 8.500 3,601.16 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013489 8.750 1,155.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013490 8.625 2,152.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013506 8.500 2,217.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013509 8.500 922.64 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-May-99
24630013515 9.625 11,304.86 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
24630013517 8.500 1,049.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013535 9.250 2,326.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24630013538 8.625 1,159.71 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013542 8.875 3,062.07 1-Jan-98 1-Dec-27 ARM 1YRCMT 4.250 13.700 7.700 1-Jun-99
24630013549 8.625 3,266.37 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013555 8.625 3,468.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013556 8.625 1,480.70 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013587 8.625 1,095.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013589 8.625 4,515.85 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013591 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013624 7.625 2,005.12 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
24630013635 8.125 3,660.14 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
24630013692 8.625 1,912.69 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013702 8.625 1,513.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013714 8.750 1,296.21 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013720 8.750 5,685.27 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013756 8.750 943.33 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013765 8.375 4,320.84 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.250 13.250 7.250 1-Mar-99
24630013766 9.000 2,565.64 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013771 8.750 1,446.16 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
24630013777 8.750 2,169.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013789 9.000 2,999.24 1-Apr-98 1-Mar-05 FIXED FIXED N/A N/A N/A N/A
24630013854 8.750 1,571.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
24630013922 8.750 1,193.68 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013931 7.250 3,338.03 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 7.250 1-May-99
24630013956 8.500 3,139.76 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013963 8.500 1,728.14 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013990 8.500 5,184.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013991 8.625 3,932.66 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014009 8.500 1,094.55 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630014052 9.125 6,927.01 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 14.125 8.125 1-Jun-99
24630014067 8.625 1,204.19 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014078 7.875 3,260.99 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.750 12.250 7.250 1-Jun-99
24650012784 9.880 5,931.17 1-Mar-97 1-Feb-02 FIXED FIXED N/A N/A N/A N/A
24650013220 9.880 912.16 1-Jul-97 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
24650013384 9.000 9,444.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
24650013465 9.625 2,039.98 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013485 9.125 3,254.54 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013671 9.130 8,139.95 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013674 9.500 1,681.71 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013815 8.790 1,395.87 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013816 8.790 2,368.68 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013838 9.125 884.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013853 9.500 1,229.75 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013855 9.500 1,185.61 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013859 8.750 2,753.46 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013944 8.570 2,873.03 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013946 8.400 1,457.02 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013980 8.900 2,411.93 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013992 8.900 3,701.86 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650014014 8.750 1,258.73 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014024 8.400 7,313.65 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014034 9.400 2,302.74 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24700012968 9.875 2,411.40 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013000 10.500 9,039.14 1-Apr-97 1-Mar-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Mar-99
24700013172 9.625 2,429.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
24700013183 11.000 566.37 1-Jul-97 1-Jun-27 ARM PRIME 3.250 14.750 8.750 1-Jun-99
24700013317 10.250 2,429.57 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013322 10.250 2,413.02 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013390 10.250 7,109.02 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
24700013412 9.875 4,401.44 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013438 9.625 4,074.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Apr-99
24700013475 9.250 862.93 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24700013744 9.700 1,792.71 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
24700013970 10.250 9,843.31 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
24720013642 9.875 3,691.72 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24720013688 9.375 6,487.68 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24720013965 10.000 526.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25630011929 10.000 1,233.44 1-Mar-96 1-Feb-26 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
25630012969 8.375 2,051.49 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.250 13.500 7.500 1-Mar-99
25630013007 7.625 7,051.49 1-May-97 1-Apr-27 ARM 1YRCMT 3.000 13.500 7.500 1-Apr-99
25630013054 7.875 11,485.67 1-May-97 1-Apr-27 ARM 1YRCMT 3.250 13.500 7.500 1-Apr-99
25630013075 8.875 2,782.69 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
25630013077 7.375 4,948.42 1-Jun-97 1-May-27 ARM 1YRCMT 3.125 13.375 7.375 1-May-99
25630013087 7.500 3,153.94 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.500 7.500 1-May-99
25630013100 7.750 5,920.64 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.750 7.750 1-May-99
25630013101 7.500 3,151.63 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
25630013123 7.250 2,939.48 1-Jun-97 1-May-27 ARM 1YRCMT 2.950 13.250 7.250 1-May-99
25630013162 7.875 4,787.04 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
25630013252 7.875 1,088.20 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jul-99
25630013255 8.125 2,450.67 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.500 13.450 7.950 1-Jul-99
25630013296 8.625 4,437.05 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.250 13.500 7.500 1-Aug-99
25630013360 8.375 2,013.70 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
25630013396 8.625 3,887.24 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013397 8.625 3,692.87 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013427 7.500 8,045.50 1-Nov-97 1-Oct-27 ARM 1YRCMT 2.950 13.250 7.250 1-Apr-99
25630013472 7.950 7,856.25 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013473 7.950 6,722.28 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013649 7.250 2,181.56 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.950 13.250 7.250 1-Jul-99
25630013769 8.290 3,506.48 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25630013976 7.250 2,080.64 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 12.250 7.250 1-May-99
25650013474 9.300 2,590.46 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
25650013536 8.960 6,413.97 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
25650013805 8.290 6,843.29 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25650013988 8.900 1,602.85 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25700013079 9.250 1,352.03 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
25700013424 9.625 5,170.11 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Apr-99
25700013534 10.250 1,567.05 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
25700013588 9.125 8,167.27 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 3.950 13.750 8.250 1-Jul-99
25720013995 8.900 1,873.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25720014036 8.890 3,346.23 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26600013221 9.625 10,613.39 1-Jul-97 1-Jun-07 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26630012473 11.250 4,122.27 1-Aug-95 1-Jul-25 ARM PRIME 3.550 16.450 8.450 1-Jul-99
26630012982 8.875 4,769.48 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.750 13.500 7.500 1-Mar-99
26630013025 9.125 3,117.65 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013031 9.125 2,031.84 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013053 8.125 1,066.17 1-May-97 1-Apr-27 ARM 1YRCMT 3.500 13.500 7.500 1-Apr-99
26630013062 8.875 1,489.39 1-Jan-97 1-Dec-26 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
26630013066 9.875 1,418.11 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Apr-99
26630013067 8.750 1,927.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013102 8.750 1,022.41 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013114 8.750 1,218.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013134 8.750 3,922.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013151 9.125 11,987.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
26630013203 7.500 910.24 1-Jul-97 1-Jun-27 ARM 1YRCMT 2.950 13.250 7.250 1-Jun-99
26630013277 9.500 2,475.91 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
26630013329 10.000 1,892.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
26630013334 10.000 3,501.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
26630013375 8.625 1,592.76 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.500 8.000 1-Mar-99
26630013408 8.000 8,420.13 1-Oct-97 1-Sep-27 ARM 1YRCMT 2.950 13.500 7.750 1-Mar-99
26630013458 7.875 1,553.94 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
26630013526 8.875 832.39 1-Jan-98 1-Dec-17 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
26630013529 9.250 3,948.85 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
26630013643 8.625 4,161.86 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
26630013901 8.750 2,609.20 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26650013530 8.500 2,114.52 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
26650013733 8.560 1,670.05 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013738 9.310 1,995.88 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013757 9.310 892.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013762 8.560 3,131.34 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013821 8.540 2,377.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013838 8.790 6,513.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013844 8.820 4,116.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013851 8.570 2,205.56 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013856 8.570 2,476.42 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013888 8.070 1,721.06 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013909 9.570 1,979.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013924 8.320 7,750.99 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013941 8.070 2,585.28 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013962 8.275 2,861.50 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650014029 8.400 3,009.26 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26650014059 8.640 3,115.43 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26700012569 8.500 1,221.18 1-Dec-96 1-Nov-26 ARM 6MOLIBOR 3.500 13.450 7.450 1-May-99
26700012929 10.750 1,747.28 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
26700012967 10.250 1,430.71 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
26700013145 9.625 3,147.26 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013223 9.625 12,778.94 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013227 9.625 15,749.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
26700013268 10.000 2,008.04 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Aug-99
26700013278 9.375 4,767.88 1-Aug-97 1-Jul-22 ARM 6MOLIBOR 4.250 13.750 7.750 1-Jul-99
26700013403 9.625 1,401.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.950 8.450 1-Apr-99
26700013449 9.625 2,168.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.200 7.700 1-Apr-99
26700013496 8.875 4,136.10 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
26700013627 8.875 1,985.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-Jul-99
26700013664 9.625 4,132.09 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 4.500 14.200 8.200 1-Jul-99
26700013934 8.625 4,390.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-May-99
26720013654 9.780 1,697.16 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
26720013887 9.320 3,311.02 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26720013933 9.790 2,659.47 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26720014038 9.140 3,258.87 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27630013230 9.375 1,891.83 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27630013896 9.500 2,064.89 1-May-98 1-Apr-18 ARM 6MOLIBOR 4.125 13.500 8.250 1-Apr-99
27650013813 9.040 605.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
27650013999 8.900 1,196.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27700013116 9.500 1,344.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
27700013267 9.375 1,413.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27700013389 10.250 3,132.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.875 14.330 8.330 1-Apr-99
27720013977 9.400 937.77 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
28630013126 9.500 1,182.46 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 15.500 9.500 1-May-00
28630013269 8.375 899.44 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.750 13.500 7.500 1-Jul-99
28630013602 7.500 1,154.16 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.700 13.500 7.500 1-Jul-99
28630013707 9.950 1,047.18 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
28630013753 9.000 1,810.41 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
28630013817 8.000 8,803.13 1-May-98 1-Apr-28 ARM 1YRCMT 3.375 13.990 7.990 1-Apr-99
28630013985 9.650 3,082.53 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013836 8.853 2,382.21 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
28650013889 8.695 4,133.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013917 9.310 1,186.79 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013937 8.963 2,556.26 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013943 9.000 1,750.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013968 8.963 7,518.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013997 8.900 1,076.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28700013089 10.875 5,649.07 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Apr-99
28700013119 10.500 2,262.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-May-99
28700013239 9.875 22,478.50 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.750 14.500 8.500 1-Jul-99
28700013338 9.500 1,486.27 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
28700013357 9.625 8,831.37 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
28700013363 12.000 5,483.60 1-Oct-97 1-Sep-17 ARM PRIME 3.500 14.450 8.950 1-Mar-99
28700013388 10.250 4,292.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
28700013644 10.500 6,403.38 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.950 10.500 1-Jul-99
28720013770 10.000 1,908.28 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
28720013996 10.150 2,026.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28720014049 10.150 2,757.89 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29630013166 9.125 1,175.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013198 9.125 2,521.39 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013205 9.125 661.78 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
29630013294 9.500 1,805.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.755 13.450 7.950 1-Aug-99
29630013331 9.000 2,212.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013478 9.000 2,775.79 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013510 9.000 2,533.82 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013516 9.125 7,117.60 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013533 9.125 1,220.24 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013632 8.125 2,708.92 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
29630013732 8.875 5,752.06 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.500 13.990 7.990 1-Aug-99
29630013826 9.000 1,657.69 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013827 9.000 2,225.45 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013829 9.000 1,059.09 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29650013453 9.500 1,425.25 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
29650013504 9.500 1,759.49 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
29650013541 9.550 3,016.07 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
29650013807 8.875 1,432.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
29650013880 9.570 10,067.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013883 8.700 1,115.97 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013895 8.780 1,366.68 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29650013900 8.875 835.43 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013978 8.650 1,364.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29700013297 9.750 3,002.44 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Aug-99
29700013362 10.250 992.94 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
29700013455 11.500 1,328.19 1-Nov-97 1-Oct-02 ARM PRIME 3.250 14.750 9.250 1-Apr-99
29700013708 10.500 2,046.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 5.000 14.500 8.500 1-Aug-99
29700013797 9.200 3,323.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Mar-99
29720013734 9.630 1,147.58 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
29720013959 10.150 4,443.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720013982 9.650 1,064.78 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720014043 8.775 7,002.67 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29720014044 9.850 1,796.30 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
</TABLE>
<PAGE>
EXHIBIT A-1
CLASS A-1 BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS A-1 COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class A-1 Bonds as of the Closing Date:
$100,000,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class A-1 Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. A-1-__
CUSIP No. 449235 AA 8
ISIN No. US449235AA87
Common Code: 9551794
<PAGE>
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [___________] or registered assigns, the principal sum of $
[______________] no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is the period from the immediately preceding Payment Date
(or with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
A. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
B. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
C. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
D. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
E. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-2
CLASS A-2 BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS A-2 COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class A-2 Bonds as of the Closing Date:
$94,831,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class A-2 Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. A-2-__
CUSIP No. 449235 AB 6
ISIN No. US449235AB60
Common Code: 9551808
<PAGE>
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is the period from the immediately preceding Payment Date
(or with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-3
CLASS S BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS S COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Aggregate Bond Principal Amount of the
Class S Bonds as of the Closing Date:
$12,150,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class S Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. S-__
CUSIP No. 449235 AC 4
ISIN No. US449235AC44
Common Code: 9552715
<PAGE>
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THE AMOUNTS PAYABLE TO THE CLASS S BONDS IN RESPECT OF CLASS S SHORTFALLS AND
CLASS S EARLY TERMINATION AMOUNTS ARE SUBORDINATE TO CERTAIN OTHER CLASSES OF
BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MARCH [__], 1999. ASSUMING THAT THE MORTGAGE LOANS
ARE NOT SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN
ISSUED WITH NO MORE THAN $[______] OF OID PER $1,000 OF INITIAL BOND PRINCIPAL
AMOUNT, THE YIELD TO MATURITY IS [____]% PER ANNUM, AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $1,000 OF
INITIAL BOND PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR, IF THEY DO
PREPAY, THAT THEY WILL PREPAY AT ANY PARTICULAR RATE.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the Class S Distributable Amount
on each Payment Date, as determined in accordance with the Indenture. The Issuer
will also pay any Class S Shortfalls and the Class S Early Termination Amount,
if any, in each case in accordance with the terms of the Indenture. This Bond
will not accrue interest, except for interest on Class S Shortfalls to the
extent specified in the Indenture.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of amounts due on this Bond will not
constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all unpaid Scheduled Payments or, if an acceleration or an
optional redemption pursuant to Section 11.01 of the Indenture has occurred, the
Class S Early Termination Amount, by the Stated Maturity Date of this Bond and
(b) in the event that, and for so long as, the Class to which this Bond relates
is the most senior Outstanding Class of Bonds as determined pursuant to the
Indenture, the failure to pay the Class S Distributable Amount within five (5)
days of the Payment Date on which payment is due (excluding any Class S
Shortfalls), will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment on this Bond is deemed to be in excess of the
Highest Lawful Rate, the Issuer stipulates that such excess will be deemed to
have been paid as a result of an error on the part of both the Indenture Trustee
(for which the Indenture Trustee shall have no liability of any kind and for the
costs and expenses relating to which the Indenture Trustee shall be indemnified
by the Issuer for), acting on behalf of the Holder hereof, and the Issuer, and
the Holder hereof shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Indenture Trustee, refund the amount of such
excess or, at the option of the Indenture Trustee, apply the excess to the
payment of principal on this Bond, if any, remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond shall be considered as
having been paid by the Issuer to the Holder hereof for all purposes of the
Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-4
CLASS A-3 BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS A-3 COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class A-3 Bonds as of the Closing Date:
$17,447,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class A-3 Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. A-3-__
CUSIP No. 449235 AD 2
ISIN No. US449235AD27
Common Code: 9551832
<PAGE>
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is the period from the immediately preceding Payment Date
(or with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-5
CLASS B BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS B COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class B Bonds as of the Closing Date:
$11,631,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class B Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust Company
Bond No. B-__
CUSIP No. 449235 AE 0
ISIN No. US449235AE00
Common Code: 9551867
<PAGE>
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect this Bond is the period from the immediately preceding Payment Date (or
with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-6
CLASS C BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS C COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class C Bonds as of the Closing Date:
$14,539,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class C Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. C-__
CUSIP No. 449235 AF 7
ISIN No. US449235AF74
Common Code: 9551883
<PAGE>
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is the period from the immediately preceding Payment Date
(or with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-7
CLASS D BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS D COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class D Bonds as of the Closing Date:
$13,085,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class D Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. D-__
CUSIP No. 449235 AG 5
ISIN No. US449235AG57
Common Code: 9551913
<PAGE>
[If this Bond is to be held by or for The Depository Trust Company, then insert:
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is the period from the immediately preceding Payment Date
(or with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond shall be held as a fully registered, physical bond
(all such Bonds held from time to time in such form the "Definitive Bonds").
This Bond may be held in book-entry form (all such Bonds held from time to time
in such form, the "Book-Entry Bonds"). Under certain circumstances described
herein, this Bond may, if held in book-entry form, cease to be held in
book-entry form and will be held as a Definitive Bond.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-8
CLASS X BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS X COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Aggregate Bond Principal Amount of the
Class X Bonds as of the Closing Date:
$2,700,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class X Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. X-__
<PAGE>
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
<PAGE>
This certifies that _______________ is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the Class X Distributable Amount
on each Payment Date, as determined in accordance with the Indenture. The Issuer
will also pay any Class X Shortfalls and the Class X Early Termination Amount,
if any, in each case in accordance with the terms of the Indenture. This Bond
will not accrue interest except with respect to Class X Shortfalls to the extent
specified in the Indenture.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of amounts due on this Bond will not
constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all unpaid Scheduled Payments or, if an acceleration or an
optional redemption pursuant to Section 11.01 of the Indenture has occurred, the
Class X Early Termination Amount, by the Stated Maturity Date of this Bond and
(b) in the event that, and for so long as, the Class to which this Bond relates
is the most senior Outstanding Class of Bonds as determined pursuant to the
Indenture, the failure to pay the Class X Distributable Amount within five (5)
days of the Payment Date on which payment is due (excluding any Class X
Shortfalls), will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment on this Bond is deemed to be in excess of the
Highest Lawful Rate, the Issuer stipulates that such excess will be deemed to
have been paid as a result of an error on the part of both the Indenture Trustee
(for which the Indenture Trustee shall have no liability of any kind and for the
costs and expenses relating to which the Indenture Trustee shall be indemnified
by the Issuer for), acting on behalf of the Holder hereof, and the Issuer, and
the Holder hereof shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Indenture Trustee, refund the amount of such
excess or, at the option of the Indenture Trustee, apply the excess to the
payment of principal on this Bond, if any, remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond shall be considered as
having been paid by the Issuer to the Holder hereof for all purposes of the
Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: ____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: ____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-9
CLASS E BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS E COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class E Bonds as of the Closing Date:
$4,361,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class E Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. E-__
CUSIP No. 449235 AH 3
ISIN No. US449235AH31
Common Code: 9551930
<PAGE>
[If this Bond is to be held by or for The Depository Trust Company, then insert:
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is the period from the immediately preceding Payment Date
(or with respect to the Initial Payment Date, from the Closing Date) to and
including the day immediately preceding the applicable Payment Date.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond shall be held as a fully registered, physical bond
(all such Bonds held from time to time in such form the "Definitive Bonds").
This Bond may be held in book-entry form (all such Bonds held from time to time
in such form, the "Book-Entry Bonds"). Under certain circumstances described
herein, this Bond may, if held in book-entry form, cease to be held in
book-entry form and will be held as a Definitive Bond.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond 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 Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), PTCE 90-1 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-10
CLASS F BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS F COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: 6.00% Aggregate Bond Principal Amount of the
Class F Bonds as of the Closing Date:
$8,723,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class F Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. F-__
<PAGE>
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
<PAGE>
This certifies that ____________ is the registered owner of this Bond which
is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds")
issued by the Issuer referred to above in multiple classes (each, a "Class")
pursuant to an Indenture, dated as of February 1, 1999 (the "Indenture"),
between the Owner Trustee referred to above, on behalf of the Issuer, and the
Indenture Trustee referred to above, on behalf of the holders of the Bonds (the
"Bondholders"). A summary of certain of the pertinent provisions of the
Indenture is set forth hereafter. To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned in the Indenture. This
Bond is issued under and is subject to the terms, provisions and conditions of
the Indenture, to which Indenture the Holder of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to ___________ or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period. The
"Interest Accrual Period" with respect to any Payment Date and with respect to
this Bond is the calendar month preceding the month in which such Payment Date
occurs and is assumed to consist of 30 days.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-11
CLASS G BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS G COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: 6.00% Aggregate Bond Principal Amount of the
Class G Bonds as of the Closing Date:
$5,815,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class G Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. G-__
<PAGE>
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [___________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period. The
"Interest Accrual Period" with respect to any Payment Date and with respect to
this Bond is the calendar month preceding the month in which such Payment Date
occurs and is assumed to consist of 30 days.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition, any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT A-12
CLASS H BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS H COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Aggregate Bond Principal Amount of the
Class H Bonds as of the Closing Date:
$7,269,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class H Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. H-__
<PAGE>
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
<PAGE>
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. This
Bond will not accrue interest.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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 the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of amounts due on this Bond will not
constitute Issuer Events of Default under the Indenture, except that the failure
to pay all unpaid principal of this Bond by its Stated Maturity Date will
constitute an Issuer Event of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment on this Bond is deemed to be in excess of the
Highest Lawful Rate, the Issuer stipulates that such excess will be deemed to
have been paid as a result of an error on the part of both the Indenture Trustee
(for which the Indenture Trustee shall have no liability of any kind and for the
costs and expenses relating to which the Indenture Trustee shall be indemnified
by the Issuer for), acting on behalf of the Holder hereof, and the Issuer, and
the Holder hereof shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Indenture Trustee, refund the amount of such
excess or, at the option of the Indenture Trustee, apply the excess to the
payment of principal on this Bond, if any, remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond shall be considered as
having been paid by the Issuer to the Holder hereof for all purposes of the
Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
<PAGE>
EXHIBIT B
FORM OF INDENTURE TRUSTEE REPORT
Available upon request from the office of the Indenture Trustee,
LaSalle National Bank, 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60674, Attention: Asset-Backed Securities Trust Services Group, Collateralized
Mortgage Bonds, ICCMAC Multifamily and Commercial Trust 1999-1.
<PAGE>
EXHIBIT C
[RESERVED]
<PAGE>
EXHIBIT D-1
FORM OF TRANSFEREE LETTER
(for exempted Transferees)
[Date]
[BOND REGISTRAR]
Re: ICCMAC Multifamily and Commercial Trust 1999-1,
Collateralized Mortgage Bonds, Series 1991-1 (the "Bonds")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class [X][F][G][H] Bonds having an initial aggregate Bond Principal Amount as of
March 10, 1999 (the "Closing Date") of $______________ (the "Transferred
Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to an
Indenture dated as of February 1, 1999 (the "Indenture"), between ICCMAC
Multifamily and Commercial Trust 1999-1, as issuer (the "Issuer") and LaSalle
National Bank, as indenture trustee (the "Indenture Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Indenture. The Transferee hereby certifies, represents and
warrants to you, as Bond Registrar, and for the benefit of the Issuer, the
Indenture Trustee and the Transferor, that:
1. The Transferee is acquiring the Transferred Bonds 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 Bonds to which the
Transferred Bonds 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 Issuer, the Indenture Trustee or the Bond Registrar is
obligated so to register or qualify the Class of Bonds to which the Transferred
Bonds belong, and (c) no Transferred Bond 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
Bond Registrar has received either: (A) a letter from the transferee
substantially in the form attached as Exhibit D-1 to the Indenture; (B) a letter
from the transferee substantially in the form attached as Exhibit D-2 to the
Indenture; or (C) an opinion of counsel satisfactory to the Indenture 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 Bond except in compliance with the provisions of Section 2 of
the Indenture, which provisions it has carefully reviewed, and that each
Transferred Bond will bear the following legends:
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS.
UNLESS OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO
TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN
SHALL BE MADE UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION
IS EXEMPT FROM THE REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE
MADE IN ACCORDANCE WITH THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS
AND (II) FOR SO LONG AS ANY OFFERED BOND IS OUTSTANDING, EITHER (A) THIS
BOND IS TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF TOGETHER WITH
ALL OTHER OUTSTANDING PRIVATE BONDS AND THE OWNERSHIP CERTIFICATE TO A REIT
OR A QRS THAT HAS PROVIDED TO THE BOND REGISTRAR A CERTIFICATE TO THE
EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE, OR (B) THE TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT CAUSE THE ISSUER
TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A CORPORATION, AS
EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE TRUSTEE.
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS
THE BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH
IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Bond, any interest in
any Bond 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 Bond, any interest in any Bond or any other similar security from any person
in any manner, (c) otherwise approached or negotiated with respect to any Bond,
any interest in any Bond or any other similar security with any person in any
manner, (d) made any general solicitation with respect to any Bond, any interest
in any Bond 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 Bond, any
interest in any Bond 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 Bonds under the Securities Act, would render the
disposition of the Transferred Bonds a violation of Section 5 of the Securities
Act or any state securities law or would require registration or qualification
of the Transferred Bonds 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 Bond, any interest in any Bond or any
other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Company and the Issuer, (b) the Transferred Bonds and payments thereon, (c) the
Indenture and the Trust Estate, (d) the nature and performance of the
Collateral, 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 Bonds; 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,
_________________________________________
(Transferor)
By: ____________________________________
Name: __________________________________
Title: _________________________________
<PAGE>
EXHIBIT D-2
FORM OF TRANSFEREE LETTER
(for Rule 144A Transferees)
[Date]
[BOND REGISTRAR]
Re: ICCMAC Multifamily and Commercial Trust 1999-1,
Collateralized Mortgage Bonds, Series 1991-1 (the "Bonds")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class [X][F][G][H] Bonds having an initial aggregate Bond Principal Amount as of
March 10, 1999 (the "Closing Date") of $______________ (the "Transferred
Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to an
Indenture dated as of February 1, 1999 (the "Indenture"), between ICCMAC
Multifamily and Commercial Trust 1999-1, as issuer (the "Issuer") and LaSalle
National Bank, as indenture trustee (the "Indenture Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Indenture. The Transferee hereby certifies, represents and
warrants to you, as Bond Registrar, and for the benefit of the Issuer, the
Indenture Trustee and the Transferor, 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 Bonds is
being made in reliance on Rule 144A. The Transferee is acquiring the Transferred
Bonds for its own account or for the account of a Qualified Institutional Buyer,
and understands that such Transferred Bonds 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
Company and the Issuer, (b) the Transferred Bonds and payments thereon, (c) the
nature and performance of the Collateral, (d) the Indenture, and (e) all related
matters, that it has requested.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
_________________________________________
(Transferor)
By: ____________________________________
Name: __________________________________
Title: _________________________________
<PAGE>
ANNEX 1 TO EXHIBIT D-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for
Transferees other than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Bond Registrar], as Bond Registrar, with respect
to the Collateralized Mortgage Bonds being transferred (the "Transferred Bonds")
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 Bonds (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"),
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
_______________
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District
of Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of
which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Bond 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 Bond 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.
___ Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940, as amended.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.) 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or 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
Bonds 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 Bonds only for
Yes No the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The 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 Bonds
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,
_________________________________________
(Transferor)
By: ____________________________________
Name: __________________________________
Title: _________________________________
<PAGE>
ANNEX 2 TO EXHIBIT D-2
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 Bond Registrar], as Bond Registrar, with respect to
the Collateralized Mortgage Bonds being transferred (the "Transferred Bonds") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.
___ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
___ The Transferee is part of a Family of Investment Companies which owned
in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
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 Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred Bonds only for
Yes No the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Bonds 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
[RESERVED]
<PAGE>
EXHIBIT F
[RESERVED]
<PAGE>
EXHIBIT G
[RESERVED]
<PAGE>
EXHIBIT H
CLASS S SCHEDULED PAYMENTS
Payment Date Amount
------------ ------
March 25, 1999................... $400,000.00
April 25, 1999................... $400,000.00
May 25, 1999..................... $400,000.00
June 25, 1999.................... $400,000.00
July 25, 1999.................... $400,000.00
August 25, 1999.................. $400,000.00
September 25, 1999............... $210,000.00
October 25, 1999................. $210,000.00
November 25, 1999................ $210,000.00
December 25, 1999................ $210,000.00
January 25, 2000................. $210,000.00
February 25, 2000................ $210,000.00
March 25, 2000................... $345,000.00
April 25, 2000................... $345,000.00
May 25, 2000..................... $345,000.00
June 25, 2000.................... $345,000.00
July 25, 2000.................... $345,000.00
August 25, 2000.................. $345,000.00
September 25, 2000............... $255,000.00
October 25, 2000................. $255,000.00
November 25, 2000................ $255,000.00
December 25, 2000................ $255,000.00
January 25, 2001................. $255,000.00
February 25, 2001................ $255,000.00
March 25, 2001................... $190,000.00
April 25, 2001................... $190,000.00
May 25, 2001..................... $190,000.00
June 25, 2001.................... $190,000.00
July 25, 2001.................... $190,000.00
August 25, 2001.................. $190,000.00
September 25, 2001............... $155,000.00
October 25, 2001................. $155,000.00
November 25, 2001................ $155,000.00
December 25, 2001................ $155,000.00
January 25, 2002................. $155,000.00
February 25, 2002................ $155,000.00
March 25, 2002................... $135,000.00
April 25, 2002................... $135,000.00
May 25, 2002..................... $135,000.00
June 25, 2002.................... $135,000.00
July 25, 2002.................... $135,000.00
August 25, 2002.................. $135,000.00
September 25, 2002............... $125,000.00
October 25, 2002................. $125,000.00
November 25, 2002................ $125,000.00
December 25, 2002................ $125,000.00
January 25, 2003................. $125,000.00
February 25, 2003................ $125,000.00
March 25, 2003................... $115,000.00
April 25, 2003................... $115,000.00
May 25, 2003..................... $115,000.00
June 25, 2003.................... $115,000.00
July 25, 2003.................... $115,000.00
August 25, 2003.................. $115,000.00
September 25, 2003............... $ 95,000.00
October 25, 2003................. $ 95,000.00
November 25, 2003................ $ 95,000.00
December 25, 2003................ $ 95,000.00
January 25, 2004................. $ 95,000.00
February 25, 2004................ $ 95,000.00
<PAGE>
EXHIBIT I
CLASS X SCHEDULED PAYMENTS
Payment Date Amount
------------ ------
March 25, 1999................... $50,000.00
April 25, 1999................... 50,000.00
May 25, 1999..................... 50,000.00
June 25, 1999.................... 50,000.00
July 25, 1999.................... 50,000.00
August 25, 1999.................. 50,000.00
September 25, 1999............... 50,000.00
October 25, 1999................. 50,000.00
November 25, 1999................ 50,000.00
December 25, 1999................ 50,000.00
January 25, 2000................. 50,000.00
February 25, 2000................ 50,000.00
March 25, 2000................... 50,000.00
April 25, 2000................... 50,000.00
May 25, 2000..................... 50,000.00
June 25, 2000.................... 50,000.00
July 25, 2000.................... 50,000.00
August 25, 2000.................. 50,000.00
September 25, 2000............... 50,000.00
October 25, 2000................. 50,000.00
November 25, 2000................ 50,000.00
December 25, 2000................ 50,000.00
January 25, 2001................. 50,000.00
February 25, 2001................ 50,000.00
March 25, 2001................... 25,000.00
April 25, 2001................... 25,000.00
May 25, 2001..................... 25,000.00
June 25, 2001.................... 25,000.00
July 25, 2001.................... 25,000.00
August 25, 2001.................. 25,000.00
September 25, 2001............... 25,000.00
October 25, 2001................. 25,000.00
November 25, 2001................ 25,000.00
December 25, 2001................ 25,000.00
January 25, 2002................. 25,000.00
February 25, 2002................ 25,000.00
March 25, 2002................... 25,000.00
April 25, 2002................... 25,000.00
May 25, 2002..................... 25,000.00
June 25, 2002.................... 25,000.00
July 25, 2002.................... 25,000.00
August 25, 2002.................. 25,000.00
September 25, 2002............... 25,000.00
October 25, 2002................. 25,000.00
November 25, 2002................ 25,000.00
December 25, 2002................ 25,000.00
January 25, 2003................. 25,000.00
February 25, 2003................ 25,000.00
March 25, 2003................... 25,000.00
April 25, 2003................... 25,000.00
May 25, 2003..................... 25,000.00
June 25, 2003.................... 25,000.00
July 25, 2003.................... 25,000.00
August 25, 2003.................. 25,000.00
September 25, 2003............... 25,000.00
October 25, 2003................. 25,000.00
November 25, 2003................ 25,000.00
December 25, 2003................ 25,000.00
January 25, 2004................. 25,000.00
February 25, 2004................ 25,000.00
March 25, 2004................... 25,000.00
April 25, 2004................... 25,000.00
May 25, 2004..................... 25,000.00
June 25, 2004.................... 25,000.00
July 25, 2004.................... 25,000.00
August 25, 2004.................. 25,000.00
September 25, 2004............... 25,000.00
October 25, 2004................. 25,000.00
November 25, 2004................ 25,000.00
December 25, 2004................ 25,000.00
January 25, 2005................. 25,000.00
February 25, 2005................ 25,000.00
March 25, 2005................... 25,000.00
April 25, 2005................... 25,000.00
May 25, 2005..................... 25,000.00
June 25, 2005.................... 25,000.00
July 25, 2005.................... 25,000.00
August 25, 2005.................. 25,000.00
September 25, 2005............... 25,000.00
October 25, 2005................. 25,000.00
November 25, 2005................ 25,000.00
December 25, 2005................ 25,000.00
January 25, 2006................. 25,000.00
February 25, 2006................ 25,000.00
==============================================================================
DEPOSIT TRUST AGREEMENT
dated as of February 1, 1999
between
IMPERIAL CREDIT COMMERCIAL
MORTGAGE ACCEPTANCE CORP.
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
==============================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms.................................................1
ARTICLE II
AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
DECLARATION OF BUSINESS TRUST
SECTION 2.1 Declaration of Business Trust.................................1
SECTION 2.2 Transfer of Trust Estate to the Trust.........................2
SECTION 2.3 Purpose of the Trust and Authority to Execute and
Perform Various Documents.....................................3
SECTION 2.4 Execution and Delivery of the Ownership Certificate...........4
SECTION 2.5 Activities of the Trust.......................................5
ARTICLE III
[RESERVED]
ARTICLE IV
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE TRUST ESTATE
SECTION 4.1 Distribution of Payments......................................8
SECTION 4.2 Payments......................................................8
SECTION 4.3 Access to Certain Documentation and Information...............8
SECTION 4.4 Compliance with Withholding Requirements......................9
ARTICLE V
DUTIES OF THE OWNER TRUSTEE
SECTION 5.1 Notice of Certain Events; Action by the Owner Trustee.........9
SECTION 5.2 Distribution of Reports......................................10
SECTION 5.3 Action Required Only if Owner Trustee is Indemnified.........10
SECTION 5.4 No Duties Except as Specified in Deposit Trust Agreement
or Instructions..............................................10
ARTICLE VI
THE OWNER TRUSTEE
SECTION 6.1 Acceptance of Trust and Duties...............................11
SECTION 6.2 Limited Representations or Warranties of the Owner
Trustee......................................................11
SECTION 6.3 Trust Accounts...............................................12
SECTION 6.4 Reliance; Advice of Counsel..................................12
SECTION 6.5 Not Acting in Individual Capacity............................13
SECTION 6.6 Books and Records; Tax Returns...............................13
ARTICLE VII
COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION
OF THE OWNER TRUSTEE
SECTION 7.1 Compensation of the Owner Trustee............................13
SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee.......14
SECTION 7.3 [Reserved]...................................................14
ARTICLE VIII
TERMINATION OF DEPOSIT TRUST AGREEMENT
SECTION 8.1 Termination..................................................15
SECTION 8.2 Further Assurances by the Owner Trustee upon Termination.....15
SECTION 8.3 Insolvency of the Ownership Certificateholder................15
SECTION 8.4 Limitations on Insolvency....................................15
SECTION 8.5 Cancellation of Certificate of Trust.........................16
SECTION 8.6 Surrender of Ownership Certificate...........................16
ARTICLE IX
SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
AND SEPARATE OWNER TRUSTEES
SECTION 9.1 Resignation of the Owner Trustee; Appointment of
Successor....................................................17
SECTION 9.2 Co-Trustees and Separate Trustees............................18
SECTION 9.3 Notice.......................................................18
ARTICLE X
SUPPLEMENTS AND AMENDMENTS
SECTION 10.1 Supplements and Amendments...................................18
SECTION 10.2 Limitation on Amendments.....................................19
SECTION 10.3 Additional Amendment Provisions..............................19
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR
SECTION 11.1 Representations and Warranties of the Depositor..............20
SECTION 11.2 Accrued Interest, Etc........................................21
SECTION 11.3 Additional Covenants of the Depositor........................21
ARTICLE XII
TRANSFER OF OWNERSHIP CERTIFICATE
SECTION 12.1 Registration of Transfer and Exchange of Ownership
Certificate..................................................22
SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Ownership
Certificate..................................................24
SECTION 12.3 Persons Deemed Owners........................................25
SECTION 12.4 [Reserved.]..................................................25
SECTION 12.5 Actions of the Ownership Certificateholder...................25
SECTION 12.6 Transferee's Agreement.......................................25
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 No Legal Title to Trust Estate in the Ownership
Certificateholder............................................26
SECTION 13.2 Action by the Owner Trustee is Binding.......................26
SECTION 13.3 Limitation on Rights of Others...............................26
SECTION 13.4 Notices......................................................26
SECTION 13.5 Severability.................................................27
SECTION 13.6 Limitation on the Depositor's and the Ownership
Certificateholder's Respective Liability.....................27
SECTION 13.7 Separate Counterparts........................................27
SECTION 13.8 Successors and Assigns.......................................27
SECTION 13.9 Headings.....................................................27
SECTION 13.10 Governing Law................................................28
SECTION 13.11 Administration of Trust......................................28
SECTION 13.12 Performance by the Administrator.............................28
SECTION 13.13 Conflict with Indenture and Servicing Agreement..............28
SECTION 13.14 No Implied Waiver............................................28
SECTION 13.15 Third Party Beneficiary......................................28
SECTION 13.16 References...................................................28
SECTION 13.17 No Duty to Monitor...........................................29
SECTION 13.18 No Petition..................................................29
Annex 1 - Defined Terms
Schedule I - Mortgage Loan Schedule
Exhibit A - Form of Ownership Certificate
<PAGE>
DEPOSIT TRUST AGREEMENT
DEPOSIT TRUST AGREEMENT, dated as of February 1, 1999 ("Deposit
Trust Agreement"), between IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP.,
a California corporation, as depositor (the "Depositor"), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as owner trustee (in its capacity as
owner trustee, the "Owner Trustee" and in its individual capacity, the "Bank").
PRELIMINARY STATEMENT
The Depositor desires to form the trust to be created hereby (the
"Trust") for the limited purposes set forth in Section 2.3(a).
The Bank is willing to act as trustee hereunder and to accept the
trust created hereby.
In consideration of the premises and of the mutual agreements herein
contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. Whenever used in this Deposit Trust
Agreement, including the first paragraph and the Preliminary Statement, all
capitalized terms not defined herein shall have the meanings specified in Annex
1 hereto unless the context requires otherwise.
ARTICLE II
AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
DECLARATION OF BUSINESS TRUST
SECTION 2.1 Declaration of Business Trust. The Trust will be known
as "ICCMAC Multifamily and Commercial Trust 1999-1," in which name the Owner
Trustee may conduct the affairs of the Trust. The Bank is hereby appointed to
hold and agrees to hold the Trust Estate as Owner Trustee in trust upon the
terms and conditions and for the use and benefit of the Bondholders as set forth
in the Indenture and the Ownership Certificateholder as herein set forth.
It is the intention of the parties hereto that the trust created by
this Deposit Trust Agreement constitute a business trust under the Business
Trust Statute and that this Deposit Trust Agreement constitute the governing
instrument of such business trust. This Deposit Trust Agreement is not intended
to create a partnership or a joint-stock association. No later than the Closing
Date, the Owner Trustee shall have filed for the Trust the Certificate of Trust
required by the Business Trust Statute, in the office of the Secretary of State
of the State of Delaware. Effective as of the date hereof, the Owner Trustee
shall have all the rights, powers and duties set forth herein and in the
Business Trust Statute with respect to accomplishing the purposes of the Trust.
SECTION 2.2 Transfer of Trust Estate to the Trust.
(a) Effective as of the date hereof, the Depositor does hereby
contribute, sell, grant, assign, transfer, set-over and otherwise convey to, and
deposit with the Trust, until this Deposit Trust Agreement terminates pursuant
to Section 8.1, the entire Trust Estate, such conveyance to be made in exchange
for the Bonds and the Ownership Certificate. The Depositor and the Owner
Trustee, upon the written directions of the Depositor, and at the expense of the
Depositor, if any expenses are incurred, shall take in a timely manner all
necessary steps under all applicable laws to convey and perfect conveyance of
the title of the Mortgage Loans, and any interest in the Mortgage Loans superior
to that of creditors of the Depositor, to the Trust or its designee.
In connection with such transfer and assignment, the Depositor does
hereby deliver or cause to be delivered to, and deposit or cause to be deposited
with, the Trust (or, at the direction of the Owner Trustee on behalf of the
Trust, to and with the Indenture Trustee on behalf of the Trust pursuant to the
Indenture) each of the following documents or instruments relating to each
Mortgage Loan:
(i) the Mortgage Loan Documents; and
(ii) all other items relating to the foregoing as may be
reasonably requested by or on behalf of the Trust or the
Indenture Trustee.
(b) The conveyance of the Mortgage Loans, the related rights and
property and all other assets constituting the Trust Estate by the Depositor as
contemplated hereby is absolute and is intended by the parties to constitute an
absolute contribution and transfer of the Mortgage Loans (excluding the right to
receive Prepayment Premiums on such Mortgage Loans), such other related rights
and all other assets constituting the Trust Estate by the Depositor to the
Trust. It is, further, not intended that such conveyance be deemed to constitute
a pledge of security for a loan. If, however, such conveyance is deemed to
constitute a pledge of security for a loan, the Depositor intends that the
rights and obligations of the parties to such loan shall be established pursuant
to, and be governed by, the terms of this Deposit Trust Agreement. The Depositor
also intends and agrees that, in such event, (i) this Deposit Trust Agreement
shall constitute a security agreement under applicable Law, (ii) the Depositor
shall be deemed to have granted to the Trust a first priority security interest
in the Depositor's entire right, title and interest in and to the assets
constituting the Trust Estate, (iii) the possession by the Trust (or any
subsequent assignee, including, without limitation, the Indenture Trustee) of
the Mortgage Notes with respect to the Mortgage Loans and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" or possession by a
purchaser or Person designated by such secured party for the purpose of
perfecting such security interest under applicable Law, and (iv) notifications
to, and acknowledgments, receipts or confirmations from, Persons holding such
property, shall be deemed to be notifications to, or acknowledgments, receipts
or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trust (or any subsequent assignee, including, without
limitation, the Indenture Trustee) for the purpose of perfecting such security
interest under applicable Law. The Depositor shall, to the extent consistent
with this Deposit Trust Agreement, take or cause to be taken such reasonable
actions, including the filing, as a precautionary filing, UCC Financing
Statements on Form UCC-1 in all appropriate locations in the State of California
promptly following the issuance of the Bonds, such that, if this Deposit Trust
Agreement were deemed to create a security interest in the Mortgage Loans and
the other assets of the Trust Estate, such security interest would be a
perfected security interest of first priority under applicable Law and will be
maintained by the Depositor as such throughout the term of this Deposit Trust
Agreement.
(c) The Owner Trustee, by its execution and delivery of this Deposit
Trust Agreement, acknowledges the receipt by the Trust of all assets delivered
to the Trust and included in the Trust Estate, and declares that it holds and
will hold such assets, and all other assets hereafter delivered to the Trust
that constitute portions of the Trust Estate, in trust for the exclusive use and
benefit of all present and future Bondholders and the Ownership
Certificateholder.
(d) Except as expressly provided in Section 8.1, neither the
Depositor nor the Ownership Certificateholder shall have any right to revoke or
otherwise terminate the Trust established hereunder. Except as contemplated by
the Indenture and as provided in Sections 4.2 and 8.1 hereof, the Trust shall
not assign, sell, dispose of or transfer any interest in (or permit or cause the
assignment, sale, disposition or transfer of any interest in), nor may the
Depositor or the Ownership Certificateholder withdraw from the Trust, any
Mortgage Loan or other asset constituting the Trust Estate. Except as
contemplated by the Indenture and this Deposit Trust Agreement, the Trust shall
not permit the Mortgage Loans or any other asset constituting the Trust Estate
to be subjected to any lien, claim or encumbrance arising by, through or under
the Owner Trustee or any Person claiming by, through or under the Owner Trustee.
(e) If the Mortgage Loan Seller purchases any Mortgage Loan in
accordance with the terms of Section 2.04 of the Servicing Agreement, the
Depositor shall assign to the Mortgage Loan Seller all of the Depositor's rights
under the Warranty Agreement, solely with respect to such purchased Mortgage
Loan.
SECTION 2.3 Purpose of the Trust and Authority to Execute and
Perform Various Documents.
(a) The Depositor desires to form the trust to be created hereby for
the limited purposes of: (i) accepting from the Depositor, and holding for the
exclusive use and benefit of all present and future Ownership
Certificateholders, the Trust Estate, (ii) issuing pursuant to the Indenture
nonrecourse Collateralized Mortgage Bonds, Series 1999-1, in twelve classes,
designated as the "Class A-1 Bonds," "Class A-2 Bonds," "Class S Bonds," "Class
A-3 Bonds," "Class B Bonds," "Class C Bonds," "Class D Bonds," "Class E Bonds,"
"Class F Bonds," "Class G Bonds," "Class H Bonds," and "Class X Bonds,"
respectively, and secured by, among other things, a lien on the Trust Estate,
and distributing such Bonds or the proceeds from the sale thereof to the
Depositor, (iii) issuing the Ownership Certificate evidencing the entire
beneficial ownership interest in the Trust, (iv) consummating certain
transactions contemplated by, and performing its obligations under, the
Operative Agreements, and (v) engaging in certain activities incidental to the
foregoing.
(b) The Depositor hereby authorizes and directs the Owner Trustee or
(in the case of tax administration matters, its agent) (i) to execute and
deliver, as trustee for and on behalf of the Trust, the Operative Agreements to
which the Trust is a party and all other agreements, documents, instruments and
certificates contemplated to be executed and delivered by the Trust pursuant to
the Operative Agreements and, pursuant to the terms of the Indenture, to
execute, issue and deliver the Bonds to the Indenture Trustee; (ii) to execute
and deliver the Ownership Certificate to the Depositor; (iii) as and to the
extent provided in the Indenture, to pledge the Trust Estate as security for
repayment of the Bonds and, in connection therewith, to deliver (or cause to be
delivered) to the Indenture Trustee each of the documents and instruments
contemplated by the Granting Clause of the Indenture; (iv) to take whatever
action shall be required to be taken by the Trust by the terms of, and exercise
its rights and perform its duties under, each of the documents, agreements,
instruments and certificates referred to in clauses (i) through (iii) above as
set forth in such documents, agreements, instruments and certificates; and (v)
subject to the terms of this Deposit Trust Agreement, to take such other action
in connection with the foregoing as the Ownership Certificateholder may from
time to time direct in writing as provided in Section 5.1(b) hereof.
SECTION 2.4 Execution and Delivery of the Ownership Certificate.
(a) The Owner Trustee shall, on the date hereof, execute and cause
to be authenticated and delivered to and upon the order of the Depositor, the
Ownership Certificate evidencing a 100% Certificate Percentage Interest and the
entire beneficial ownership of the Trust. The Ownership Certificate will be
designated as such. The rights of the Ownership Certificateholder to receive
distributions from the proceeds of the Trust in respect of its Ownership
Certificate are set forth in this Deposit Trust Agreement. The Ownership
Certificate will be transferable only in accordance with Section 12.1 of this
Deposit Trust Agreement.
(b) The Ownership Certificate will be substantially in the form
attached hereto as Exhibit A; provided that the Ownership Certificate may be
issued with appropriate insertions, omissions, substitutions and variations, and
may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Deposit Trust Agreement, as may be
required to comply with any Law or to conform to general usage. The Ownership
Certificate will be issuable in registered form only.
(c) The Owner Trustee, on behalf of the Trust, shall cause to be
kept a register (the "Ownership Certificate Register") in which, subject to such
reasonable regulations as it may prescribe, the Owner Trustee, on behalf of the
Trust, shall provide for the registration of the Ownership Certificate and of
transfers and exchanges of the Ownership Certificate as herein provided. The
Owner Trustee shall serve as "Ownership Certificate Registrar" for the purpose
of registering the Ownership Certificate and transfers and exchanges of the
Ownership Certificate as herein provided. Upon any resignation or removal of the
Owner Trustee as provided herein, the successor owner trustee shall immediately
succeed to its predecessor's duties as Ownership Certificate Registrar.
The Ownership Certificate may be printed or in typewritten or
similar form, and the Ownership Certificate shall, upon original issue, be
executed by the Owner Trustee and authenticated by the Ownership Certificate
Registrar and delivered to or upon the order of the Depositor. The Ownership
Certificate shall be executed by manual or facsimile signature on behalf of the
Trust by an Authorized Officer of the Owner Trustee, not individually, but
solely as Owner Trustee hereunder. An Ownership Certificate bearing the
signatures of individuals who were at the time of signing Authorized Officers of
the Owner Trustee shall bind the Trust, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the delivery of such
Ownership Certificate or did not hold such offices at the date of such Ownership
Certificate. No Ownership Certificate shall be entitled to any benefit under
this Deposit Trust Agreement, or be valid for any purpose, unless there appears
on such Ownership Certificate a certificate of authentication in the form set
forth on the signature page of the form of Ownership Certificate attached hereto
as Exhibit A, executed by the Ownership Certificate Registrar by manual
signature, and such certificate of authentication upon the Ownership Certificate
shall be conclusive evidence, and the only evidence, that the Ownership
Certificate has been duly authenticated and delivered hereunder. The Ownership
Certificate shall be dated the date of its authentication.
SECTION 2.5 Activities of the Trust. It is the intention of the
parties hereto that the Trust shall not engage in any business or activities
other than in connection with, or relating to, the purposes specified in Section
2.3(a). The operations of the Trust will be conducted in accordance with the
following standards (and the Owner Trustee, the Depositor and the Ownership
Certificateholder (by its acceptance of the Ownership Certificate) hereby agree
to use their best reasonable efforts to cause the operations of the Trust to be
conducted in accordance herewith):
(i) The Trust will observe all procedures required by this Deposit
Trust Agreement.
(ii) Subject to Sections 5.1 and 5.4, the business and affairs of the
Trust will be managed by or under the direction of the Owner
Trustee. Except as otherwise expressly provided in this Deposit
Trust Agreement, neither the Depositor nor Ownership
Certificateholder will have any authority to act for, or to
assume any obligation or responsibility on behalf of, the Trust.
(iii) TheTrust will act solely in its name and through its or the
Owner Trustee's duly authorized officers or agents in the
conduct of its business. The Trust will: (A) other than for
federal income tax purposes, hold itself out as a separate
entity, (B) correct any known misunderstandings regarding its
status as a separate entity, (C) other than for federal income
tax purposes, not identify itself as a division of any other
Person or entity, (D) not operate or purport to operate as an
integrated, single economic unit with respect to the Depositor
or the Ownership Certificateholder or any other entity; (E) not
seek or obtain credit or incur any obligation to any third party
based upon the assets of the Depositor, the Ownership
Certificateholder or any other Affiliate; or (F) not induce any
such third party to reasonably rely on the creditworthiness of
the Depositor, the Ownership Certificateholder, or any other
Affiliated or unaffiliated entity.
(iv) The Depositor shall not finance the Trust's operations and the
Trust does not finance the operations of the Depositor. Each of
the Depositor and the Trust will provide for its own operating
expenses and liabilities from its own funds. General overhead
and administrative expenses of the Trust will not be charged or
otherwise allocated to the Depositor or the Ownership
Certificateholder (except indirectly, as the owner of the
Ownership Certificate) and such expenses of the Depositor and
the Ownership Certificateholder will not be charged or otherwise
allocated to the Trust.
(v) The Trust shall not hold its assets and credit out and shall not
allow its assets and credit to be held out by another entity as
being available to satisfy the obligations of the Depositor, the
Ownership Certificateholders or any other entity, except to the
extent its credit is available to satisfy the obligations in
connection with the issuance of the Bonds. The Trust shall not
hold out the assets and credit of the Depositor and shall not
allow the Depositor to hold out the Depositor's assets and
credit as being available to satisfy the obligations of the
Trust.
(vi) There will be no guarantees made by the Trust with respect to
obligations of the Depositor, the Ownership Certificateholder,
or any of their Affiliates and the Trust shall not allow the
Depositor to guarantee the obligations of the Trust. There will
not be any indebtedness relating to borrowings or loans between
the Trust and the Depositor, the Ownership Certificateholder, or
any of their Affiliates.
(vii) The Trust shall maintain adequate capital in light of its
business operations.
(viii) The Trust will keep correct and complete books and records of
accounts and minutes of the meetings and other proceedings of
its trustees, separate from those of the Depositor, the
Ownership Certificateholder or any subsidiary or Affiliate and
will keep separate funds and accounts from the Depositor, the
Ownership Certificateholder and any other Person. Any such
resolutions, agreements and other instruments will be
continuously maintained as official records by the Trust.
(ix) The Trust and the Depositor shall keep separate their respective
funds, bank accounts and other assets and shall not commingle
such funds, bank accounts and other assets with those of the
Depositor, the Ownership Certificateholder, or any other
Affiliates thereof.
(x) If and to the extent applicable, the Trust shall cause the
preparation of financial statements that are separate from those
of the Depositor or the Ownership Certificateholder, and any
other Affiliates, other than in connection with the federal
income tax returns of the Depositor or the Ownership
Certificateholder (although the Trust's financial statements may
be presented as part of the consolidated financial statements of
an Affiliate where required by generally accepted accounting
principles; provided, however, that such consolidated statements
shall bear a note stating that the Trust has separate assets and
liabilities that are shown on the Trust's separate financial
statement).
(xi) The Trust will not engage in any transaction with an Affiliate
on any terms other than would be obtained in an arm's-length
transaction with a non-Affiliate and any such transactions will
be appropriately documented in the Trust's records.
(xii) The Trust will conduct its business under names or trade names
so as not to mislead others as to the separate identity of the
Trust. Without limiting the generality of the foregoing, all
oral and written communications, including letters, invoices,
contracts, statements and applications will be made solely in
the name of the Trust if related to the Trust. The Trust will
have separate stationery and other business forms.
(xiii) The Trust will maintain its principal place of business in the
State of Delaware.
(xiv) The Trust will not incur indebtedness, except in connection with
the issuance of the Bonds.
(xv) The Trust shall not acquire the obligations or securities of the
Depositor, the Ownership Certificateholder or any of their
Affiliates.
(xvi) The Trust shall not make loans to any other entity or hold
evidence of indebtedness issued by another entity, except in
connection with the issuance of the Bonds. (xvii) The Trust
shall not pledge its assets to any entity, except in connection
with the issuance of the Bonds.
(xviii) The Trust shall observe all business formalities.
(xix) All transactions between the Holding Trust (or any of its
Affiliates), on the one hand, and the Trust, on the other, are,
and will be, duly authorized and documented, and recorded
accurately in the appropriate books and records of the Trust.
All such transactions are and will be intrinsically fair to each
party, commercially reasonable and on the same terms as would be
available in an arm's length transaction with a person or entity
that is not an Affiliate, constitute exchanges for fair
consideration and for reasonably equivalent value, and are made
in good faith and without any intent to hinder, delay, or
defraud creditors. The Trust will not take any action, and will
not engage in transactions with the Holding Trust or any of its
Affiliates unless the trustee(s) of the Holding Trust, if the
Holding Trust is a party to such transaction, and the
appropriate trustee(s) of the Trust, determine in a reasonable
fashion that such actions or transactions are in their
respective entities' best interests.
ARTICLE III
[RESERVED]
ARTICLE IV
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE TRUST ESTATE
SECTION 4.1 Distribution of Payments.
(a) In the event that, following the Cut-Off Date and prior to the
lien on the Trust Estate under the Indenture having been discharged and
released, any payments on account of the Mortgage Loans or other assets of the
Trust Estate are received directly (rather than through the Indenture Trustee)
by the Owner Trustee, the Trust, the Depositor or an Ownership
Certificateholder, the Person so receiving such payment shall, promptly upon
receipt, deliver such payment over to the Indenture Trustee without deduction,
set-off or adjustment of any kind.
(b) The parties hereto acknowledge that pursuant to the terms of the
Indenture, after payment by the Indenture Trustee of any and all amounts payable
under Section 3.10 of the Indenture and of all required payments on the Bonds on
each Payment Date, the remaining Available Payment Amount in the Payment Account
is required to be remitted by the Indenture Trustee to the Ownership
Certificateholder. The Owner Trustee or the Ownership Certificateholder may
direct the Indenture Trustee to distribute such remaining Available Payment
Amount on any such Payment Date in a manner consistent with Section 4.2.
SECTION 4.2 Payments.
Subject to Section 4.4 hereof, payments to the Ownership
Certificateholder on each Payment Date will be made to the Ownership
Certificateholder of record on the related Record Date. Payments to the
Ownership Certificateholder shall be made by wire transfer of immediately
available funds to the account of the Ownership Certificateholder at a bank or
other entity having appropriate facilities therefor designated by the Ownership
Certificateholder. Final payment on the Ownership Certificate will be made in
like manner, but only upon presentment and surrender of the Ownership
Certificate at the office of the Ownership Certificate Registrar or such other
location specified in the notice to Ownership Certificateholder of such final
payment.
SECTION 4.3 Access to Certain Documentation and Information. The
Owner Trustee shall provide, or cause to be provided, to the Ownership
Certificateholder access to all reports, documents and records maintained by, or
on behalf of, the Owner Trustee in respect of its duties hereunder, such access
being afforded without charge but only upon reasonable written request and
during normal business hours at offices designated by the Owner Trustee.
SECTION 4.4 Compliance with Withholding Requirements. In the event
that the Owner Trustee is required (whether on liquidation of the Trust or
otherwise) to make payments to the Depositor or the Ownership Certificateholder,
notwithstanding any other provisions of this Deposit Trust Agreement, the Owner
Trustee (or the Owner Trustee's Agent) shall comply with all federal withholding
requirements with respect to payments to the Depositor or the Ownership
Certificateholder that the Owner Trustee reasonably believes are applicable
under the Code. The consent of the Depositor or the Ownership Certificateholder,
as the case may be, shall not be required for any such withholding. The parties
hereto understand and agree that the Owner Trustee shall not be required to
increase the amount of any such payments to adjust or compensate for the amount
of such withholding (or any other amounts).
ARTICLE V
DUTIES OF THE OWNER TRUSTEE
SECTION 5.1 Notice of Certain Events; Action by the Owner Trustee.
(a) Whenever the Owner Trustee, is requested or, as to any
particular matter, notified of its authority, by any Person, to take any action
or to give any consent, approval or waiver that it is entitled to take or give
on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify
the Ownership Certificateholder of such request or notice in such detail as is
available to it.
(b) Notwithstanding any provision contained herein to the contrary
and subject to the Owner Trustee's rights in this Deposit Trust Agreement to be
indemnified for its acts and omissions with respect to matters concerning this
Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the
Mortgage Loans, the Owner Trustee shall take or refrain from taking such action
as the Ownership Certificateholder shall so direct in writing, provided that
such written directions do not contradict the directions contained in Sections
2.2(d), 2.3, 2.5, 5.1, 6.6, 8.1, 8.3, 8.4, 9.1, 9.2, 10.1, 10.2, 12.1(e),
12.1(f), 13.1, or 13.10 of this Deposit Trust Agreement or conflict with the
Issuer's obligations under the Operative Agreements. The Owner Trustee may, from
time to time, request (in writing), written instructions from the Ownership
Certificateholder and shall request (in writing), written instructions from the
Ownership Certificateholder if the Owner Trustee has Actual Knowledge that a
default shall have occurred and is continuing under the Administration Agreement
or the Indenture. To the extent the Owner Trustee acts, or refrains from acting,
in good faith in accordance with any written instructions of the Ownership
Certificateholder, the Owner Trustee shall not be liable on account of such
action or inaction to any Person.
(c) Notwithstanding any direction of the Ownership Certificateholder
to the contrary or any provision hereof to the contrary, the Owner Trustee shall
not, without the written consent of the Indenture Trustee, execute any direction
of the Ownership Certificateholder that might result in the Trust being
terminated prior to the satisfaction and discharge of the lien of the Indenture
on the Trust Estate or prior to the payment in full of the principal of and
accrued interest on the Bonds.
SECTION 5.2 Distribution of Reports. The Owner Trustee shall
promptly (but not later than seven (7) Business Days following receipt thereof)
distribute to the Depositor and the Ownership Certificateholder such reports,
notices, statements and written materials which it actually receives as Owner
Trustee or otherwise on behalf of the Trust hereunder or under any of the other
Operative Agreements.
SECTION 5.3 Action Required Only if Owner Trustee is Indemnified.
The Owner Trustee shall not be required to take any action under Section 5.1(b)
if the Owner Trustee shall reasonably determine, or shall have been advised by
counsel, that such action is likely to result in personal liability for which
the Owner Trustee has not been and will not be adequately indemnified or is
contrary to the terms hereof or of any Operative Agreement or is otherwise
contrary to applicable Law.
SECTION 5.4 No Duties Except as Specified in Deposit Trust Agreement
or Instructions.
(a) The Owner Trustee shall not have any duty or obligation to
manage, control, use, make any payment in respect of, register, record, insure,
inspect, sell, dispose of or otherwise deal with the Mortgage Loans or any other
part of the Trust Estate, or to otherwise take or refrain from taking any action
under or in connection with any Operative Agreement to which the Trust is a
party, except as expressly provided by the terms of this Deposit Trust Agreement
or any such other Operative Agreement or in written instructions from the
Ownership Certificateholder received pursuant to Section 5.1(b); and no implied
duties or obligations shall be read into this Deposit Trust Agreement against
the Owner Trustee, other than the obligation of the Owner Trustee to exercise
such of the rights and powers vested in it by this Deposit Trust Agreement in
good faith and in a manner which is not grossly negligent and which does not
constitute willful misconduct. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder and
under the Operative Agreements to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Owner Trustee or the Trust hereunder or under any Operative Agreement, and the
Owner Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement or
this Deposit Trust Agreement. The Bank (and any successor trustee or co-trustee)
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any liens on the Trust Estate arising
by, through or under the Owner Trustee (or such successor trustee or co-trustee,
as the case may be) in its individual capacity.
(b) Without limiting the generality of the foregoing subsection (a),
except as otherwise explicitly provided in this Deposit Trust Agreement or in
any other Operative Agreement to which the Trust is a party, the Owner Trustee,
and the Bank shall have no duty to (i) file or record any of the Operative
Agreements or any other document, or to maintain or continue any such filing or
recording or to refile or rerecord any such document, (ii) pay or discharge any
tax or any lien owing with respect to or assessed or levied against any part of
the Trust Estate, other than to forward notice of such tax or lien received by
the Owner Trustee to the Ownership Certificateholder and the Indenture Trustee,
(iii) confirm, verify, investigate or inquire into the failure of any party to
receive any reports or financial statements in connection with the Mortgage
Loans, (iv) ascertain or inquire as to the performance or observance of any
Person under or of any of the Operative Agreements, or (v) manage, control,
sell, dispose of or otherwise deal with the Mortgage Loans or any part thereof
or any other part of the Trust Estate.
ARTICLE VI
THE OWNER TRUSTEE
SECTION 6.1 Acceptance of Trust and Duties. The Bank accepts the
trust hereby created and agrees to perform the same, but only upon the terms of
this Deposit Trust Agreement in accordance with the standard of care set forth
in Section 5.4(a). The Bank agrees to receive and disburse all moneys
constituting part of the Trust Estate actually received by it as Owner Trustee
in accordance with the terms of this Deposit Trust Agreement. The Bank and the
Owner Trustee shall not be answerable or accountable under any circumstances,
except for (i) its own willful misconduct or gross negligence, (ii) the
inaccuracy of any of its representations or warranties contained in Section 6.2
of this Deposit Trust Agreement, (iii) its failure to perform obligations
expressly undertaken by it in this Deposit Trust Agreement in accordance with
the standard of care set forth in Section 5.4(a), (iv) taxes based on or
measured by any fees, commissions or compensation received by it for acting as
Owner Trustee in connection with any of the transactions contemplated by this
Deposit Trust Agreement or any of the Operative Agreements, (v) its failure to
use due care to receive and disburse moneys actually received by it in
accordance with the terms hereof, or to use due care in the appointment of any
Agent with respect to such responsibilities, and (vi) any other claims, amounts
or taxes otherwise excluded from the Depositor's indemnity obligations pursuant
to Article VII.
SECTION 6.2 Limited Representations or Warranties of the Owner
Trustee. Neither the Bank nor the Owner Trustee makes (i) any representation or
warranty, either express or implied, as to the title to or value of the Mortgage
Loans, (ii) any representation or warranty as to the validity or enforceability
of any of the Operative Agreements except as set forth below, or (iii) any
representation or warranty as to the accuracy of any statement made by a Person
other than the Bank contained in any of the Operative Agreements. The Bank
represents, warrants and covenants to and for the benefit of the Depositor, the
Indenture Trustee (for the benefit of the Bondholders) and the Ownership
Certificateholder that:
(a) The Bank is a banking corporation, duly organized, validly
existing and in good standing under the Laws of the State of
Delaware;
(b) The execution and delivery by the Bank, and the performance and
compliance by the Bank with the terms of this Deposit Trust
Agreement and any and all documents to be executed or delivered by
the Bank in its individual capacity in connection with this
Deposit Trust Agreement and to fulfill its obligations under, and
to consummate the transactions contemplated by, this Deposit Trust
Agreement and other documents executed in connection herewith to
which the Bank is a party, will not violate any provisions of the
Bank's charter or by-laws, and no consent, approval, authorization
or order of or filing with or notice to any court or governmental
agency or body is required for the execution, delivery or
performance by the Bank of this Deposit Trust Agreement;
(c) The Bank has full power and authority and has taken all action
necessary to execute and deliver this Deposit Trust Agreement and
any and all documents to be executed or delivered by it in its
individual capacity in connection with this Deposit Trust
Agreement and to fulfill its obligations under, and to consummate
the transactions contemplated by, this Deposit Trust Agreement and
such other documents executed in connection herewith to which the
Bank is a party, and this Deposit Trust Agreement and such other
documents executed in connection herewith to which the Bank is a
party are the legal, valid and binding obligations of the Bank, in
its individual capacity, enforceable against the Bank in
accordance with their respective terms, except as such terms may
be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium or other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(d) The consummation of the transactions hereby contemplated do not
conflict with, violate or contravene any Law, rule, regulation or
judicial, governmental or administrative order applicable to the
Bank or conflict with, result in a breach of or constitute a
default under any of the terms, conditions or provisions of any
agreement or instrument to which the Bank is a party or by which
it is bound, or any order or decree applicable to the Bank, or
result in the creation or imposition of any lien on any of the
Bank's assets or property, which would materially and adversely
affect the ability of the Bank or Owner Trustee to carry out the
transactions contemplated by this Deposit Trust Agreement; and
(e) There is no action, suit or proceeding pending against the Bank,
in its individual capacity or as Owner Trustee, in any court or by
or before any other governmental agency or instrumentality which
would materially and adversely affect the ability of the Bank, in
its individual capacity or as Owner Trustee, to carry out the
transactions contemplated by this Deposit Trust Agreement.
SECTION 6.3 Trust Accounts. Moneys received by the Owner Trustee
hereunder shall be segregated in a trust account maintained with a federal or
state chartered depository institution or trust company having corporate trust
powers acting in its fiduciary capacity.
SECTION 6.4 Reliance; Advice of Counsel. The Owner Trustee shall not
incur any liability to any Person in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document or paper believed by it to be genuine and believed by it in
good faith to be signed by the proper party or parties. The Owner Trustee may
accept and rely upon a certified copy of a resolution of the board of directors
or other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the manner of ascertainment of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on an Officers' Certificate of the relevant party, as to such fact or
matter, and such Officers' Certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon. In the administration of the Trust hereunder, the Owner
Trustee may execute any of the trusts or powers hereof and perform its powers
and duties hereunder directly or through Agents and may consult with counsel,
accountants and other skilled Persons to be selected and employed by it, and the
Owner Trustee shall not be liable for anything done, suffered or omitted in good
faith by it in accordance with the written advice or opinion of counsel,
accountant or other skilled Persons, so long as the Owner Trustee had no Actual
Knowledge that it could not reasonably rely on such advice or opinion and so
long as any such Persons were appointed with due care.
SECTION 6.5 Not Acting in Individual Capacity. In accepting the
Trust hereby created, the Bank acts solely as Owner Trustee hereunder and not in
its individual capacity and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by the Operative Agreements
shall look only to the Trust Estate (or a part thereof, as the case may be) for
payment or satisfaction thereof, except as specifically provided in this Deposit
Trust Agreement. The Owner Trustee shall not have any responsibility or
liability for or with respect of the genuineness, value, sufficiency or validity
of the Trust Estate, the recitals contained herein or in any Operating
Agreement, or the sufficiency of any Operating Agreement.
SECTION 6.6 Books and Records; Tax Returns. The Owner Trustee shall
be responsible for the keeping of all appropriate books and records relating to
the receipt and disbursement of all moneys that it may receive or be entitled to
hereunder. The Owner Trustee (or the Owner Trustee's Agent) shall prepare or
cause to be prepared and sign and file any income tax return, if required to be
filed by the Trust, based upon an Opinion of Counsel provided by the Ownership
Certificateholder, in connection with the transactions contemplated hereby or by
any of the other Operative Agreements, other than any applicable information
returns to be delivered to Bondholders or filed with the IRS, which shall be the
responsibility of the Indenture Trustee, not more than 60 nor less than 30 days
prior to the due date of the tax return; provided, that so long as 100% of the
equity interest in the Trust is 100% owned by a single REIT or QRS, no such tax
return shall be required to be filed by the Owner Trustee (or the Owner
Trustee's Agent). The Owner Trustee (or the Owner Trustee's Agent) shall upon
request by the Ownership Certificateholder furnish the Ownership
Certificateholder with all such information as may be reasonably required by the
Ownership Certificateholder or the Mortgage Loan Seller in connection with the
preparation of their respective tax returns.
ARTICLE VII
COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION
OF THE OWNER TRUSTEE
SECTION 7.1 Compensation of the Owner Trustee. The Owner Trustee
shall receive as compensation for its services the Owner Trustee Fee, as has
been separately agreed upon in writing between the Depositor and Owner Trustee,
such amount to be payable: first, as provided in the Indenture; and, second, to
the extent not paid pursuant to clause first of this sentence within 60 days of
first becoming due, by the Depositor.
SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee.
(a) The Owner Trustee shall be reimbursed for its reasonable
expenses (including reasonable attorneys' fees) incurred in the performance of
its duties as Owner Trustee hereunder and compensated reasonably for any
extraordinary services rendered hereunder, except to the extent that such
expenses arise out of or result from (i) the Owner Trustee's own willful
misconduct or gross negligence, (ii) the inaccuracy of any of the Owner
Trustee's representations or warranties contained in Section 6.2 of this Deposit
Trust Agreement, (iii) the Owner Trustee's failure to perform obligations
expressly undertaken by it in this Deposit Trust Agreement in accordance with
the standard of care set forth in Section 5.4(a), (iv) taxes based on or
measured by any fees, commissions or compensation received by the Owner Trustee
for acting as such in connection with any of the transactions contemplated by
this Deposit Trust Agreement or any of the other Operative Agreements, and (v)
the Owner Trustee's failure to use due care to receive and disburse moneys
actually received by it in accordance with the terms hereof, or to appoint any
Agent with respect to such responsibility.
(b) The Owner Trustee shall be indemnified and held harmless from
and against any and all liabilities, obligations, indemnity obligations, losses
(excluding loss of anticipated profits), damages, claims, actions, suits,
judgments, out-of-pocket costs, expenses and disbursements (including legal and
consultants' fees and expenses) of any kind and nature whatsoever (collectively,
the "Liabilities") which may be imposed on, incurred by or asserted at any time
against the Owner Trustee in any way relating to or arising out of the Trust
Estate, any of the properties included therein, the administration of the Trust
Estate or any action or inaction of the Owner Trustee hereunder or under the
Operative Agreements, except to the extent that such Liabilities arise out of or
result from (i) the Owner Trustee's own willful misconduct or gross negligence,
(ii) the inaccuracy of any of the Owner Trustee's representations or warranties
contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner
Trustee's failure to perform obligations expressly undertaken by it in this
Deposit Trust Agreement in accordance with the standard of care set forth in
Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or
compensation received by the Owner Trustee for acting as such in connection with
any of the transactions contemplated by this Deposit Trust Agreement or any
other Operative Agreements, and (v) the Owner Trustee's failure to use due care
to receive and disburse moneys actually received by it in accordance with the
terms hereof, or to appoint any Agent with respect to such responsibilities. The
indemnities contained in this Section 7.2(b) shall survive the termination of
this Deposit Trust Agreement and the removal or resignation of the Owner Trustee
hereunder.
(c) Any reimbursements and indemnities to the Owner Trustee pursuant
to this Section 7.2 shall be payable: first, as an Additional Expense pursuant
to the Indenture; and, second, to the extent not paid pursuant to clause first
within 60 days of first being incurred, by the Depositor.
SECTION 7.3 [Reserved].
ARTICLE VIII
TERMINATION OF DEPOSIT TRUST AGREEMENT
SECTION 8.1 Termination. The Trust shall not be terminated,
dissolved or liquidated under this Section 8.1 until the Bonds have been paid in
full and the lien on the Trust Estate created by the Indenture has been
released.
This Trust may be dissolved and this Deposit Trust Agreement may be
terminated by the Ownership Certificateholder at any time prior to the issuance
of the Bonds and the pledge of the Trust Estate pursuant to the Indenture, and
at any time after the Indenture is discharged in accordance with Article IV
thereof, and this Trust may be dissolved and this Deposit Trust Agreement shall
terminate in connection with the final payment or other liquidation of the last
remaining Mortgage Loan and REO Property. With respect to any such event, this
Deposit Trust Agreement and the estate and rights thereby granted by the
Depositor to the Owner Trustee in the Trust Estate shall cease, terminate and be
void as of the date of the final distribution by the Owner Trustee of all the
assets in the Trust Estate pursuant to this Section 8.1 and Section 4.2. After
payment of all amounts then due and payable to the Owner Trustee pursuant to
Sections 7.1 and 7.2 hereof, all right, title and interest in the Trust Estate
still held by the Owner Trustee at the time of such termination shall be
transferred, assigned and paid over to the Ownership Certificateholder or its
designee. Except as provided in this Section 8.1, neither the Depositor nor any
Ownership Certificateholder shall be entitled to revoke or terminate the Trust
or this Deposit Trust Agreement.
SECTION 8.2 Further Assurances by the Owner Trustee upon
Termination. Upon termination of this Trust, the Owner Trustee shall take such
action as may be requested in writing by the Ownership Certificateholder to
transfer the remaining assets of the Trust to the Ownership Certificateholder or
the Ownership Certificateholder's designee, including the execution of
instruments of transfer or assignment with respect to the Mortgage Loans and any
of the Operative Agreements to which the Trust is a party.
SECTION 8.3 Insolvency of the Ownership Certificateholder. The
bankruptcy, liquidation, dissolution, death, insolvency or other similar
incapacity of the Ownership Certificateholder shall not (i) operate to terminate
this Deposit Trust Agreement, (ii) entitle the Ownership Certificateholder's
legal representatives or heirs to claim an accounting or to take any action in
any court for a partition or winding up of the Trust or Trust Estate or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto.
SECTION 8.4 Limitations on Insolvency . Notwithstanding any other
provisions in this Deposit Trust Agreement to the contrary, neither the Owner
Trustee nor the Depositor shall be required to accept a direction from the
Ownership Certificateholder to: (i) file or consent to the filing of any
bankruptcy, insolvency or reorganization case or proceeding; institute any
proceedings under any applicable insolvency Law or otherwise seek relief under
any Laws relating to the relief from debts or the protection of debtors
generally; (ii) seek or consent to the appointment of a receiver, liquidator,
assignee, sequestrator, custodian or any similar official for the Trust or the
Depositor or a substantial portion of their respective assets; (iii) make any
assignment for the benefit of the creditors of either the Trust or the
Depositor; (iv) take any action in furtherance of any of the foregoing, unless
and until the date which is one year and one day after the date on which the
Bonds have been paid in full and the lien on the Trust Estate has been released.
The Ownership Certificateholder shall have no authority to effect on behalf of
the Trust the filing of any bankruptcy, insolvency, reorganization case,
liquidation or other proceeding under any United States federal or state
bankruptcy or similar law.
SECTION 8.5 Cancellation of Certificate of Trust. Upon the winding
up of the Trust and the payment of its obligations in accordance with applicable
Law, the Owner Trustee shall cause the Certificate of Trust to be canceled by
filing a certificate of cancellation with the Secretary of State of the State of
Delaware in accordance with the provisions of Section 3810 of the Business Trust
Statute, and the Trust shall terminate.
SECTION 8.6 Surrender of Ownership Certificate.
Notice of any termination of the Trust, specifying the Payment Date
upon which the Ownership Certificateholder shall surrender its Ownership
Certificate to the Owner Trustee for payment of the final distributions and
cancellation, shall be given by the Owner Trustee to the Ownership
Certificateholder mailed within five Business Days of receipt by the Owner
Trustee of notice of such termination pursuant to Section 8.1, which notice
given by the Owner Trustee shall state (i) the Payment Date upon or with respect
to which final payment of the ownership Certificate shall be made upon
presentation and surrender of the Ownership Certificate at the office of the
Owner Trustee therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Ownership Certificates at the office of the Owner Trustee therein specified.
Upon presentation and surrender of the Ownership Certificates, the Ownership
shall cause to be distributed to Ownership Certificateholder amounts
distributable on such Payment Date pursuant to Section 4.1 of this Deposit Trust
Agreement.
In the event that the Ownership Certificateholder shall not
surrender its Ownership Certificate for cancellation within six months after the
date specified in the above mentioned written notice, the Owner Trustee shall
give a second written notice to the remaining Ownership Certificateholder to
surrender its Trust Certificate for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
the Ownership Certificates shall not have been surrendered for cancellation, the
Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the Ownership Certificateholder concerning
surrender of its Trust Certificates, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to this Deposit Trust
Agreement.
ARTICLE IX
SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
AND SEPARATE OWNER TRUSTEES
SECTION 9.1 Resignation of the Owner Trustee; Appointment of
Successor.
(a) The Owner Trustee may resign at any time (and shall immediately
resign if it ceases to be an Eligible Trustee) by giving at least 60 days
written notice to the Ownership Certificateholder, the Depositor, the Indenture
Trustee and the Administrator, such resignation to be effective on the
acceptance of appointment by a successor Owner Trustee under Section 9.1(b)
hereof. The Depositor shall remove the Owner Trustee by written notice, a copy
of which shall be concurrently delivered by the Depositor to the Ownership
Certificateholder, the Indenture Trustee and the Administrator, if the Owner
Trustee ceases to be an Eligible Trustee and fails to resign immediately. The
Owner Trustee otherwise may be removed with or without cause at any time by the
Ownership Certificateholder with 60 days' prior written notice, a copy of which
notice shall be concurrently delivered by the Ownership Certificateholder to the
Depositor, the Indenture Trustee and the Administrator. Any such removal shall
be effective upon the acceptance of appointment by a successor Owner Trustee
under Section 9.1(b) hereof. In the event of the resignation or removal of the
Owner Trustee, the Ownership Certificateholder may appoint a successor Owner
Trustee by an instrument signed by the Ownership Certificateholder. If a
successor Owner Trustee shall not have been appointed within 60 days after the
giving of written notice of such resignation or the delivery of the written
instrument with respect to such removal, the Owner Trustee, the Depositor, the
Indenture Trustee, the Administrator or the Ownership Certificateholder may
apply to any court of competent jurisdiction to appoint a successor Owner
Trustee to act until such time, if any, as a successor shall have been appointed
and shall have accepted its appointment as above provided. Any successor Owner
Trustee so appointed by such court shall immediately and without further act be
superseded by any successor Owner Trustee appointed as above provided within one
year from the date of the appointment by such court.
(b) Any successor Owner Trustee, however appointed, shall execute
and deliver to the predecessor Owner Trustee and the Indenture Trustee an
instrument accepting such appointment and shall furnish a photocopy of such
instrument to the Ownership Certificateholder, and thereupon such successor
Owner Trustee, without further act, shall become vested with all the estates,
properties, rights, powers, duties and trusts of the predecessor Owner Trustee
herein; but nevertheless, upon the written request of such successor Owner
Trustee such predecessor Owner Trustee shall execute and deliver an instrument
transferring to such successor Owner Trustee, upon the trusts herein expressed,
all the estates, properties, rights, powers, duties and trusts of such
predecessor Owner Trustee and such predecessor Owner Trustee shall duly assign,
transfer, deliver and pay over to such successor Owner Trustee all moneys or
other property then held by such predecessor Owner Trustee upon the trusts
herein expressed.
(c) Any successor Owner Trustee shall be an Eligible Trustee,
willing, able and legally qualified to perform the duties of the Owner Trustee
hereunder and shall not be an Affiliate of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer or the Indenture Trustee or
any Ownership Certificateholder at the time of its appointment.
(d) Any entity into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any entity to which substantially all the corporate trust business of the
Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)
hereof, be the Owner Trustee under this Deposit Trust Agreement without any
further act.
SECTION 9.2 Co-Trustees and Separate Trustees. Whenever the Owner
Trustee or the Indenture Trustee shall deem it necessary or prudent in order to
conform to any Law of any jurisdiction in which all or any part of the Trust
Estate shall be situated or to make any claim or be a party to any suit with
respect to the Trust Estate, the Ownership Certificate, the Bonds or any of the
Operative Agreements, the Owner Trustee or the Indenture Trustee shall be
advised in writing by counsel reasonably satisfactory to each of them that it is
so necessary or prudent, the Owner Trustee and the Ownership Certificateholder
shall execute and deliver an agreement supplemental hereto and all other
instruments and agreements, and shall take all other action, necessary or proper
to constitute one or more Persons, who need not meet the requirements of Section
9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers),
either as co-trustees or co-trustees jointly with the Owner Trustee of all or
any part of the Trust Estate, or as separate trustee or separate trustees of all
or any part of the Trust Estate, and to vest in such Persons, in such capacity,
such title to the Trust Estate or any part thereof and such rights or duties as
may be necessary or desirable, all for such period and under such terms and
conditions as are reasonably satisfactory to the Owner Trustee and the Ownership
Certificateholder. In case any co-trustee or separate trustee shall die, become
incapable of acting, resign or be removed, the title to the Trust Estate and all
rights and duties of such co-trustee or separate trustee shall, so far as
permitted by Law, vest in and be exercised by the Owner Trustee, without the
appointment of a successor to such co-trustee or separate trustee.
SECTION 9.3 Notice. At all times that a successor Owner Trustee is
appointed under Section 9.1, an Owner Trustee resigns pursuant to such Section
9.1 or a co-trustee or separate trustee is appointed pursuant to Section 9.2,
the Ownership Certificateholder promptly shall give notice of such fact to the
Rating Agencies, if the Indenture has not been discharged.
ARTICLE X
SUPPLEMENTS AND AMENDMENTS
SECTION 10.1 Supplements and Amendments. Subject to Sections 10.2
and 10.3 of this Deposit Trust Agreement, at the written request of the
Ownership Certificateholder, this Deposit Trust Agreement shall be amended by a
written instrument signed by the Owner Trustee and the Ownership
Certificateholder, but if in the opinion of the Owner Trustee any instrument
required to be so executed materially and adversely affects any right, duty or
liability of, or immunity or indemnity in favor of the Owner Trustee under this
Deposit Trust Agreement or any of the other Operative Agreements to which the
Owner Trustee is a party, or would cause or result in any conflict with or
breach of any terms, conditions or provisions of, or default under, the Owner
Trustee's charter documents or by-laws or any document contemplated hereby to
which the Owner Trustee is a party, the Owner Trustee may in its sole discretion
decline to execute such instrument.
SECTION 10.2 Limitation on Amendments. Notwithstanding Section 10.1
or any other provision in this Deposit Trust Agreement to the contrary, the
Owner Trustee shall not, without the consent of the Indenture Trustee, amend
Sections 2.2(d), 2.3, 2.5, 5.1, 6.6, 8.1, 8.3, 8.4, 9.1, 9.2, 10.1, 10.2,
12.1(e) 12.1(f), 13.1 or 13.10 of this Deposit Trust Agreement, or execute any
amendment inconsistent therewith or that might result in the Trust being
terminated prior to the satisfaction and discharge of the lien of the Indenture
on the Trust Estate or otherwise have a material adverse effect on the
Bondholders. Furthermore, notwithstanding Section 10.1 or Section 10.3 hereof,
the Owner Trustee shall not execute any amendment without receiving written
confirmation from each Rating Agency that such amendment will not result in an
Adverse Rating Event, which confirmation shall be obtained by the Ownership
Certificateholder.
SECTION 10.3 Additional Amendment Provisions.
(a) It shall not be necessary for the consent of the Ownership
Certificateholder under this Article X 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 shall be subject to such reasonable
regulations as the Owner Trustee may prescribe.
(b) The Owner Trustee, at any time from time to time, without the
consent of the Ownership Certificateholder, may, but shall not be obligated to
unless directed by the Ownership Certificateholder, amend this Deposit Trust
Agreement to modify, eliminate or add to any of its provisions, to such extent
as shall be necessary to prevent or reduce the imposition on the Trust of any
material federal, state or local taxes, at all times prior to the liquidation of
the Trust; provided, however, that such action, as evidenced by an Opinion of
Counsel acceptable to the Owner Trustee, is necessary or helpful to prevent the
imposition on the Trust of any such taxes.
(c) Prior to the execution of any amendment to this Deposit Trust
Agreement, the Owner Trustee shall be entitled to receive and rely upon an
Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is requested by the Owner Trustee, then as an Additional
Expense of the Trust) stating that the execution of such amendment is authorized
or permitted by this Deposit Trust Agreement.
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR
SECTION 11.1 Representations and Warranties of the Depositor.
(a) The Depositor represents and warrants as follows for the benefit
of the Indenture Trustee, the Bondholders and the Ownership Certificateholder:
(i) the Depositor is a corporation duly organized, validly existing
and in good standing under the Laws of the State of California,
has full power and authority, and has taken all action
necessary, to execute and deliver this Deposit Trust Agreement,
and any and all other documents to be executed or delivered by
it in connection with this Deposit Trust Agreement, and to
fulfill its obligations under, and to consummate the
transactions contemplated by, this Deposit Trust Agreement; and
this Deposit Trust Agreement and such other documents executed
in connection herewith are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor
in accordance with their respective terms, except as such terms
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting the rights of
creditors generally and by general principles of equity;
(ii) the execution and delivery of this Deposit Trust Agreement and
each other document to be executed or delivered by the Depositor
in connection with this Deposit Trust Agreement, and the
performance of its obligations hereunder and thereunder by the
Depositor will not violate the provisions of its certificate of
incorporation or by-laws, conflict with any provision of any Law
or regulation to which it is subject, or conflict with, result
in a breach of, or constitute a default under any of the terms,
conditions or provisions of, any agreement or instrument to
which the Depositor is a party or by which it is bound, or any
order or decree applicable to the Depositor, or result in the
creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect
the ability of the Depositor to carry out the transactions
contemplated by this Deposit Trust Agreement or such other
documents executed in connection herewith; no consent, approval,
authorization or order of or filing with or notice to any court
or governmental agency or body is required for the execution,
delivery and performance by the Depositor of this Deposit Trust
Agreement or such other documents;
(iii) there is no action, suit or proceeding pending or, to the
Depositor's best knowledge, threatened, against the Depositor in
any court or by or before any other governmental agency or
instrumentality which would materially and adversely affect the
validity of the Mortgage Loans or the ability of the Depositor
to carry out the transactions contemplated by this Deposit Trust
Agreement;
(iv) As of the Closing Date, immediately prior to the conveyance of
the Mortgage Loans to the Trust on behalf of the Trust, the
Depositor had good and marketable title to, and was the sole
owner and holder of, with full right and authority to sell,
assign and transfer, each Mortgage Loan and the other assets of
the Trust Estate, free and clear of any pledge, lien,
encumbrance or security interest and such assignment validly
transfers all right, title and interest in the Mortgage Loans
and the other assets of the Trust Estate to the Owner Trustee on
behalf of the Trust, free and clear of any pledge, lien,
encumbrance or security interest;
(v) The transfer of the Mortgage Loans and the other assets of the
Trust Estate to the Trust as contemplated herein requires no
regulatory or governmental approval, other than any such
approvals as have been obtained, and is not subject to any bulk
transfer or similar Law in effect in any applicable
jurisdiction; and
(vi) The Depositor is, and has been and will be throughout its
existence, a QRS.
(b) It is understood and agreed that each of the foregoing
representations and warranties of the Depositor shall survive delivery of the
Mortgage Loans and the other assets of the Trust Estate to the Trust. Upon
discovery or receipt of notice by the Depositor or Actual Knowledge by the Owner
Trustee of a breach of any of the foregoing representations and warranties that
materially and adversely affects the interests of the Indenture Trustee for the
benefit of the Bondholders or the Owner Trustee for the benefit of the Ownership
Certificateholder in any Mortgage Loan and the other assets of the Trust Estate,
the party discovering such breach shall give prompt written notice to the other
party hereto and to the Indenture Trustee.
SECTION 11.2 Accrued Interest, Etc. The Depositor agrees that any
income, interest, fees and other payments that it may receive in respect of the
Mortgage Loans (excluding any Prepayment Premiums on such Mortgage Loans) and
the other assets of the Trust Estate applicable to a period on or after the
Cut-Off Date shall inure to the benefit of the Trust, and the Depositor shall
pay such amounts to the Owner Trustee (to be remitted in accordance with Section
4.1) promptly upon receipt.
SECTION 11.3 Additional Covenants of the Depositor. The Depositor
hereby covenants and agrees that:
(a) The business and affairs of the Depositor will be managed by or
under the direction of its board of directors in accordance with
its certificate of incorporation and by-laws. The Depositor will
keep correct and complete books and records of accounts and
minutes of the meetings and other proceedings of the board of
directors. Any such resolutions, agreements and other
instruments will be continuously maintained as official records
by the Depositor.
(b) The Depositor will at all times ensure that its capitalization
is adequate in light of its business and purposes. The Depositor
will pay from its own funds and assets (and not the Trust's) all
obligations and indebtedness incurred by it.
(c) The Depositor will not conduct its business in the name of the
Trust.
(d) The Depositor will not guarantee any obligations of the Trust
(including the Bonds or the Ownership Certificate). The
Depositor will not operate or purport to operate as an
integrated, single economic unit with respect to the Trust or
seek or obtain credit or incur any obligation to any third party
based on the assets of the Trust or induce any such third party
to rely on the creditworthiness of the Trust in connection
therewith.
(e) The accounting records of the Depositor will disclose the effect
of the transactions contemplated hereby in accordance with GAAP.
(f) The Depositor hereby acknowledges, and agrees for the benefit of
the Indenture Trustee, the Bondholders and the Ownership
Certificateholder, to perform each obligation imposed upon it
under the Indenture.
(g) The Depositor shall not act or fail to act in a manner that
would endanger its status as a QRS.
ARTICLE XII
TRANSFER OF OWNERSHIP CERTIFICATE
SECTION 12.1 Registration of Transfer and Exchange of Ownership
Certificate.
(a) At all times during the term of this Deposit Trust Agreement,
there shall be maintained at the office of a registrar appointed by the
Depositor (the "Ownership Certificate Registrar") a register (the "Ownership
Certificate Register") in which, subject to such reasonable regulations as the
Ownership Certificate Registrar may prescribe, the Ownership Certificate
Registrar shall provide for the registration of the Ownership Certificate and of
transfers and exchanges of the Ownership Certificate as herein provided. The
Owner Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Ownership Certificate Registrar for the
purpose of registering the Ownership Certificate and transfers and exchanges of
the Ownership Certificate as herein provided. The Owner Trustee may appoint, by
a written instrument delivered to the Depositor, any other bank or trust company
to act as Ownership Certificate Registrar under such conditions as the Owner
Trustee may prescribe. If the Owner Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Ownership Certificate Registrar. The Depositor, the
Administrator, and the Owner Trustee shall have the right to inspect the
Ownership Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Ownership Certificate
Registrar as to the information set forth in the Ownership Certificate Register.
(b) [RESERVED].
(c) No transfer, sale, pledge or other disposition (including,
without limitation, any transaction resulting in a change of ownership of the
Ownership Certificate) of the Ownership Certificate or interest therein shall be
made unless (i) such transfer, sale, pledge or other disposition is exempt from
the registration and/or qualification requirements of the Securities Act and any
applicable state securities Laws, or is otherwise made in accordance with the
Securities Act and such state securities Laws and (ii) for so long as any
Offered Bond is Outstanding, either (A) the Ownership Certificate is
transferred, sold, pledged or otherwise disposed of together with all the
Outstanding Private Bonds to a REIT or a QRS that has provided to the Owner
Trustee a certificate to the effect that such transferee is a REIT or a QRS, as
applicable, or (B) the transfer, sale, pledge or other disposition of the
Ownership Certificate would not cause the Trust to be treated as a separate
association taxable as a corporation, as evidenced by an Opinion of Counsel
delivered to the Owner Trustee. The Trust has not been registered as an
investment company under the Investment Company Act, and no transfer of the
Ownership Certificate may be made to any Person that would require the Trust to
be registered as an investment company under the Investment Company Act. No
transfer of the Ownership Certificate or any interest therein shall be made (A)
to any Plan, or (B) to any Person who is directly or indirectly purchasing such
Ownership Certificate or interest therein on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan.
(d) Notwithstanding anything in this Section 12.1 to the contrary,
the Ownership Certificate may be transferred in a Financing Transaction (as
defined in the Holding Trust Agreement) pursuant to the provisions of Section
2.6 of the Holding Trust Agreement; provided, however, that the transfer of the
Ownership Certificate shall not be registered in the Ownership Register unless
and until all the conditions to such transfer set forth in this Section 12.1
have been satisfied.
(e) For so long as the Bonds are Outstanding and the lien of the
Indenture has not been satisfied, the Ownership Certificate Registrar shall
refuse to register any sale, transfer or other disposition of the Ownership
Certificate, unless (i) the Owner Trustee shall have received written
confirmation from each Rating Agency to the effect that such sale, transfer or
other disposition will not result in an Adverse Rating Event and (ii) the
proposed transferee shall deliver an Opinion of Counsel, acceptable in form and
substance to the Rating Agencies with respect to the "non-consolidation" of the
Trust and the proposed transferee.
(f) The Ownership Certificate shall bear a legend describing or
referencing the restrictions on transferability set forth in Sections 12.1(c)
and (e) and 12.6.
(g) Subject to compliance with Sections 12.1(c) and (e), upon
surrender for registration of transfer of the Ownership Certificate at the
office of the Ownership Certificate Registrar, the Owner Trustee shall execute,
and the Ownership Certificate Registrar shall deliver and authenticate, in the
name of the designated transferee or transferees, a new Ownership Certificate,
evidencing 100% of the beneficial interests in the Trust and dated the date of
authentication by the Ownership Certificate Registrar. Prior to any registration
of transfer or exchange of Ownership Certificate, neither the Ownership
Certificate Registrar nor the Owner Trustee shall be obligated to determine that
the requirements of Sections 12.1(c) or (e) have been met and may rely on the
surrender by the transferor and the acceptance by the transferee of an Ownership
Certificate as a representation by such parties that such transfer is valid
hereunder.
(h) At the option of any Ownership Certificateholder, the Ownership
Certificate may be exchanged for another Ownership Certificate, evidencing 100%
of the beneficial interests in the Trust, upon surrender of the Ownership
Certificate to be exchanged at the office of the Ownership Certificate
Registrar. Whenever an Ownership Certificate is so surrendered for exchange, the
Owner Trustee shall execute and the Ownership Certificate Registrar shall
authenticate and deliver, the Ownership Certificate which the Ownership
Certificateholder is entitled to receive.
(i) If the Owner Trustee or the Ownership Certificate Registrar so
requires, every Ownership Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Ownership Certificate Registrar duly executed by, the Ownership
Certificateholder thereof or such Person's attorney duly authorized in writing.
(j) No service charge shall be made to the requesting Ownership
Certificateholder for any registration of transfer or exchange of the Ownership
Certificate, but the Ownership 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 of transfer or exchange of the Ownership
Certificate.
(k) The Ownership Certificate Registrar shall cancel and retain or
destroy, in accordance with the Owner Trustee's retention policy then in effect,
all Ownership Certificates surrendered for registration of transfer or exchange.
SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Ownership
Certificate. If (i) any mutilated Ownership Certificate is surrendered to the
Ownership Certificate Registrar, or the Ownership Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Ownership
Certificate, and (ii) there is delivered to the Owner Trustee and the Ownership
Certificate Registrar such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of Actual Knowledge by a
Responsible Officer of the Owner Trustee or the Ownership Certificate Registrar
that such Ownership Certificate has been acquired by a protected purchaser, the
Owner Trustee shall execute and the Ownership Certificate Registrar shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Ownership Certificate, a new Ownership Certificate of
like form and tenor. Upon the issuance of any new Ownership Certificate under
this Section 12.2, the Owner Trustee or Ownership Certificate Registrar 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 connected
therewith. Any replacement Ownership Certificate issued pursuant to this Section
12.2 shall constitute complete and indefeasible evidence of ownership of the
corresponding interest in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Ownership Certificate shall be found at any time and
such original Ownership Certificate shall thereby be deemed canceled.
SECTION 12.3 Persons Deemed Owners. Prior to due presentation of an
Ownership Certificate for registration of transfer, the Owner Trustee, the
Ownership Certificate Registrar, the Indenture Trustee and any agent of any of
them may treat the Person in whose name any Ownership Certificate is registered
as the owner of such Ownership Certificate for the purpose of receiving
distributions pursuant to Section 4.2 hereof and for all other purposes
whatsoever, and neither the Owner Trustee, the Ownership Certificate Registrar,
the Indenture Trustee nor any agent of any of them shall be affected by notice
to the contrary.
SECTION 12.4 [Reserved.].
SECTION 12.5 Actions of the Ownership Certificateholder.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Deposit Trust Agreement to be given or
taken by the Ownership Certificateholder may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by the Ownership
Certificateholder in person or by its agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are actually received by a
Responsible Officer of the Owner Trustee. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Deposit Trust Agreement and conclusive in favor of the Owner
Trustee, if made in the manner provided in this Section 12.5.
(b) The fact and date of the execution by the Ownership
Certificateholder of any such instrument or writing may be proved in any
reasonable manner which the Owner Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Ownership Certificateholder shall bind every
transferee of the Ownership Certificate issued upon the registration of transfer
of such Ownership Certificateholder's Ownership Certificate or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Owner Trustee, in reliance thereon, whether or not notation of such
action is made upon such Ownership Certificate.
(d) The Owner Trustee may require such additional proof of any
matter referred to in this Section 12.5 as it shall deem necessary.
SECTION 12.6 Transferee's Agreement. No assignment, conveyance or
other transfer pursuant to this Article XII shall be effective unless the
transferee shall have executed and delivered to the Owner Trustee an instrument
containing the transferee's agreement to be bound by the terms of this Deposit
Trust Agreement.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 No Legal Title to Trust Estate in the Ownership
Certificateholder. The Ownership Certificateholder shall not have legal title to
any part of the Trust Estate; provided, however, that the Ownership
Certificateholder has a beneficial interest in the Trust Estate. No transfer by
operation of Law or otherwise of any right, title or interest of the Ownership
Certificateholder in and to the Trust Estate or hereunder shall operate to
terminate this Deposit Trust Agreement or the Trust or the trusts hereunder or
entitle any successor or transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.
SECTION 13.2 Action by the Owner Trustee is Binding. Any actions,
directions, approvals or consents by the Owner Trustee so long as such actions,
directions, consents or approvals are made pursuant to the terms of this Deposit
Trust Agreement shall bind the Ownership Certificateholder and shall be
effective to consent to action taken by the parties. No such party shall be
required to inquire as to the authorization, necessity, expediency or regularity
of such consent by the Owner Trustee.
SECTION 13.3 Limitation on Rights of Others. Nothing in this Deposit
Trust Agreement, whether express or implied, shall be construed to give to any
Person, other than the Bank, the Owner Trustee, the Depositor, the Ownership
Certificateholder and the Indenture Trustee on behalf of the Bondholders, any
legal or equitable right, remedy or claim under or in respect of this Deposit
Trust Agreement.
SECTION 13.4 Notices. All demands, notices and communications
hereunder shall be in writing, may be given by telecopy transmission, shall be
deemed to have been given upon receipt (except that notices being sent by first
class mail, postage prepaid, shall be deemed to be received five business days
following the mailing thereof) as follows:
(i) If to the Ownership Certificate Registrar or the Owner Trustee,
to:
ICCMAC Multifamily and Commercial Trust 199-1
Wilmington Trust Company, Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:Corporate Trust Administration
Telecopier Number: (302) 427-4749;
(ii) If to the Depositor, to:
Imperial Credit Commercial Mortgage
Acceptance Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Attention:Mark S. Karlan
Telecopier number: (310) 231-1281;
(iii) If to the Indenture Trustee,
LaSalle National Bank
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset-Backed Securities Trust Services
Group, Collateralized Mortgage Bonds,
ICCMAC Multifamily and Commercial Trust
1999-1
Telecopier number: (312) 904-2084;
(iv) If to the Ownership Certificateholder, to that Person's name
and address as set forth in the Ownership Certificate
Register;
or to such other address as any of them shall specify by written notice to the
other parties.
SECTION 13.5 Severability. To the extent permitted by Law, any
provision of this Deposit Trust Agreement that may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 13.6 Limitation on the Depositor's and the Ownership
Certificateholder's Respective Liability. Neither the Depositor nor any
Ownership Certificateholder shall have any liability for the performance of this
Deposit Trust Agreement except as expressly set forth herein.
SECTION 13.7 Separate Counterparts. This Deposit Trust Agreement may
be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
SECTION 13.8 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Bank,
the Owner Trustee and its successors and assigns, the Ownership
Certificateholder, the Ownership Certificate Registrar and the Depositor and its
or their respective successors and assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by the
Depositor shall bind the successors and assigns of the Depositor and any
request, notice, direction, consent, waiver or other instrument or action by the
Ownership Certificateholder shall bind the successors and assigns of the
Ownership Certificateholder. It is the intention of the parties hereto that the
Trust constitute a business trust formed pursuant to the Business Trust Statute
and other Laws of the State of Delaware with the purpose of facilitating the
transactions contemplated by the Operative Agreements.
SECTION 13.9 Headings. The headings of the various articles and
sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
SECTION 13.10 Governing Law. THIS DEPOSIT TRUST AGREEMENT SHALL IN
ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
SECTION 13.11 Administration of Trust. The principal place of
administration of the Trust shall be in Delaware.
SECTION 13.12 Performance by the Administrator. Any obligation of
the Owner Trustee hereunder or under any of the Operative Agreements or other
document contemplated herein may be performed by the Administrator and any such
performance shall not be construed as a revocation of the trusts created hereby.
SECTION 13.13 Conflict with Indenture and Servicing Agreement. If
this Deposit Trust Agreement (or any instructions given by the Depositor or the
Ownership Certificateholder pursuant hereto) shall require that any action be
taken with respect to any matter and the Indenture or the Servicing Agreement
(or any instructions duly given in accordance with the terms thereof) shall
require that a different action be taken with respect to such matter, and such
actions shall be mutually exclusive, the provisions of the Indenture or the
Servicing Agreement, in respect thereof, shall control.
SECTION 13.14 No Implied Waiver. No term or provision of this
Deposit Trust Agreement may be changed, waived, discharged or terminated orally,
but only by an instrument in writing entered into as provided in Article X
hereof; and any such waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given.
SECTION 13.15 Third Party Beneficiary. The Indenture Trustee for the
benefit of the Bondholders is an intended third-party beneficiary of this
Deposit Trust Agreement from and including the date hereof to the date which is
one year and one day after the date on which the lien on the Trust Estate
created pursuant to the Indenture is satisfied, discharged and released pursuant
to Article IV of the Indenture.
SECTION 13.16 References. The definitions in Annex 1 shall apply
equally to both the singular and plural forms of the terms defined. "Include",
"included", "includes" and "including" shall be deemed to be followed by
"without limitation". "Writing", "written" and comparable terms refer to
printing, typing, lithography or other means of reproducing words in a visible
form. Any agreement or instrument or any Law, rule or regulation of any
Governmental Authority defined or referred to in Article I means such agreement
or instrument or such Law, rule or regulation as from time to time amended,
modified or supplemented in accordance with the terms thereof, including (in the
case of agreements or instruments) by waiver or consent and (in the case of such
Law, rule or regulation) by succession of any comparable successor Law, rule or
regulation and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its successors and permitted assigns. Any term defined above
by reference to any agreement or instrument or any Law, rule or regulation of
any Governmental Authority has such meaning whether or not such agreement,
instrument or Law, rule or regulation is in effect. "Deposit Trust Agreement",
"hereof", "herein", "hereto", "hereunder" and comparable terms refer to this
Deposit Trust Agreement (including all exhibits and schedules hereto) and not to
any particular article, section, clause or other subdivision hereof or
attachment hereto. References to any gender include, unless the context
otherwise requires, references to all genders, and references to the singular
include, unless the context other requires, references to the plural and vice
versa. References in this Deposit Trust Agreement to "Article", "Section",
"Clause" or another subdivision or to an attachment are, unless the context
otherwise requires, to an article, clause or subdivision of or attachment to
this Deposit Trust Agreement.
SECTION 13.17 No Duty to Monitor. The Owner Trustee shall have no
duty, and shall not be obligated, to monitor or supervise the Administrator or
any other Person to the extent such other Person has agreed to perform the
duties of the Owner Trustee hereunder or under any Operative Agreement.
SECTION 13.18 No Petition. To the extent permitted by applicable
law, the Depositor, by entering into this Deposit Trust Agreement, hereby
covenants and agrees that it will not at any time institute against the Trust,
or join in any institution against the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation Proceedings under any United States
federal or state bankruptcy, receivership or similar law, in connection with any
obligations relating to the Ownership Certificate, the Bonds or this Deposit
Trust Agreement.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Deposit
Trust Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the date hereof.
IMPERIAL CREDIT COMMERCIAL MORTGAGE
ACCEPTANCE CORP., a
California corporation, as Depositor
By: ______________________________________
Name:
Title:
WILMINGTON TRUST COMPANY, a Delaware
banking corporation, not individually,
but solely in its capacity as Owner
Trustee
By: ______________________________________
Name:
Title:
<PAGE>
ANNEX 1
DEFINED TERMS
"Accepted Master Servicing Practices": The procedures that the Master
Servicer shall follow in the servicing and administration of the Mortgage Loans,
consistent with the higher of (i) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
that are held for other portfolios and are similar to the Mortgage Loans and
(ii) the standard of care, skill, prudence and diligence with which the Master
Servicer services and administers mortgage loans for its own portfolio and are
similar to the Mortgage Loans, in either case, giving due consideration to
customary and usual standards of practice of prudent institutional multifamily
and commercial mortgage loan servicers, but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the
Master Servicer may have with any Mortgagor or any Affiliate of
any Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;
(iii)the adequacy of the Master Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the express
limitations set forth in the Servicing Agreement, the procedures followed by the
Master Servicer shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Loans.
"Accepted Special Servicing Practices": The procedures that the
Special Servicer shall follow in the servicing, administration and disposition
of Specially Serviced Mortgage Loans and the related Mortgaged Properties or REO
Properties, consistent with the higher of (i) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property that are held
for other portfolios and are similar to the Mortgage Loans, Mortgaged Properties
and REO Properties and (ii) the standard of care, skill, prudence and diligence
with which the Special Servicer services, administers and disposes of distressed
mortgage loans and related real property that are held for its own portfolio and
are similar to the Mortgage Loans, Mortgaged Properties and REO Properties,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, but without regard to:
(i) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate
of any Mortgagor or any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iii)the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the
express limitations set forth in the Servicing Agreement, the procedures
followed by the Special Servicer shall seek to maximize the net present value of
recoveries on the Specially Serviced Mortgage Loans.
"Account": Any account or fund, including any Pledged Account
established under the Indenture.
"Accountants": A person engaged in the practice of accounting who
(except when the Indenture requires an Independent Accountant) may be employed
by or Affiliated with the Issuer or an Affiliate of the Issuer.
"Accrued Bond Interest": In respect of any Class of Bonds (other
than the Class S, Class H and Class X Bonds) and any Payment Date, the amount of
interest accrued in the applicable Interest Accrual Period at the applicable
Bond Interest Rate on the aggregate Bond Principal Amount of such Class of Bonds
Outstanding immediately prior to the related Payment Date, calculated on (i) the
basis of the actual number of days elapsed in the applicable Interest Accrual
Period and a 360-day year with respect to the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds, and (ii) a 360-day year consisting
of twelve 30-day months with respect to the Class F and Class G Bonds.
"Act": Any instrument or instruments (and the action embodied
therein and evidenced thereby) of the Bondholders signing such instrument or
instruments. As used in this definition, "instrument" refers to any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture to be given or taken by Bondholders embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents 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 Indenture Trustee and, where
it is hereby expressly required, to the Issuer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of the Indenture and (subject to Section 6.01 of the Indenture)
conclusive in favor of the Indenture Trustee and the Issuer if made in the
manner described in Section 14.03 of the Indenture.
"Actual Knowledge": With respect to the Owner Trustee or Holding
Trustee, any Responsible Officer of the Owner Trustee or Holding Trustee, as
applicable, within the Corporate Trust Administration office of such trustee
responsible for administering the Trust or the Holding Trust, respectively, who
has actual knowledge of an action taken or an action not taken that would be
material to the operation of either the Trust or the Holding Trust. Actions
taken or actions not taken of which such trustee should have had knowledge, or
are deemed to have had constructive knowledge, do not meet this definition of
Actual Knowledge.
"Additional Expense": Any costs, expenses and liabilities (exclusive
of Administrative Expenses and Servicing Expenses) that are required to be borne
by the Issuer and not otherwise in respect of the Trust Estate in accordance
with applicable Law, Section 7.2(c) of the Deposit Trust Agreement, or the terms
of the Indenture (including any federal, state and local taxes.
"Additional Fee Rate": With respect to any Payment Date, a rate per
annum equal to the sum of the Owner Trustee Calculation Fee Rate and the
Administration Calculation Fee Rate.
"Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the
related Mortgage Note provides for periodic adjustments to the Mortgage Interest
Rate thereon based on changes in the related Index.
"Administration Agreement": The Administration Agreement, dated as
of February 1, 1999, between the Administrator and the Issuer, a copy of which
is attached to the Indenture as Exhibit G, and any amendments or supplements
thereto.
"Administration Calculation Fee Rate:" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $6,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Administration Fee": A monthly fee of $500 payable to the
Administrator on each Payment Date commencing in March 2000.
"Administrative Expenses": The fees and expenses of the Indenture
Trustee and the Fiscal Agent payable thereto pursuant to Section 6.07 of the
Indenture, the fees of the Owner Trustee payable thereto pursuant to Section 7.1
of the Deposit Trust Agreement, and the Administration Fee payable to the
Administrator pursuant to the Administration Agreement and any other costs,
expenses and liabilities (exclusive of Servicing Expenses) that are required to
be borne by the Issuer in respect of the Trust Estate in accordance with
applicable opinions of and advice from Counsel required to be obtained in
connection with the Indenture Trustee's performance of its duties under the
Indenture (including the cost of such opinions and advice).
"Administrator": Imperial Credit Commercial Asset Management Corp.,
a California corporation, having its principal offices at 11601 Wilshire
Boulevard, Suite 2080, Los Angeles, California 90025, or its
successor in interest.
"Advance": A P&I Advance or a Property Protection Advance.
"Advance Rate": An annual rate equal to the Prime Rate in effect
from time to time.
"Adverse Rating Event": With respect to any Class of Rated Bonds, as
of any date of determination, a downgrade, withdrawal or qualification, if
applicable, of the rating then assigned to such Class by any Rating Agency.
"Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. 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 or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have the meanings correlative to the foregoing.
"Agent": A person authorized by or appointed by the Issuer to
perform duties with respect to the Bonds, specified in a writing signed by such
Agent and the Issuer and acknowledged by the Indenture Trustee, or by such Agent
and the Indenture Trustee and acknowledged by the Issuer, including any Paying
Agent. As used in the Deposit Trust Agreement and the Holding Trust Agreement, a
person authorized or appointed by the Owner Trustee or the Holding Trustee,
respectively, to perform duties with respect to the Ownership Certificates or
the Holding Trust Certificates, respectively, specified in a writing signed by
such Agent and the Owner Trustee or Holding Trustee, as applicable.
"Appraisal Reduction Amount": For any Payment Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred, an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period over (b) the
excess of (i) 90% of the sum of the appraised values of the related Mortgaged
Properties as determined by an MAI Appraisal over (ii) the sum of (A) to the
extent not previously advanced by the Master Servicer, the Indenture Trustee or
the Fiscal Agent, all unpaid interest on such Mortgage Loan at a per annum rate
equal to the Mortgage Interest Rate, (B) all unreimbursed Advances and interest
thereon at the Advance Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been the subject of an Advance).
With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, such Mortgage Loan shall no longer be subject to any appraisal
reduction.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest occurrence of any of the following events: (i) the third anniversary of
the date on which an extension of the Loan Maturity Date of such Mortgage Loan
became effective as a result of a modification of such Mortgage Loan by the
Special Servicer, which extension does not change the amount of Monthly Payments
on the Mortgage Loan, (ii) 60 days after an uncured delinquency occurs in
respect of such Mortgage Loan, (iii) the date on which a reduction in the amount
of Monthly Payments on such Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan, becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver has been appointed with respect to the related Mortgagor, (v)
immediately after the related Mortgagor declares bankruptcy, (vi) 60 days after
an involuntary petition of bankruptcy is filed with respect to the related
Mortgagor, if such petition is not dismissed prior to the expiration of such
period; and (vii) immediately after a related Mortgaged Property becomes an REO
Property.
"ASAP System": The "automatic statements accessed by phone" system
maintained by the Indenture Trustee and used by the Bondholders to obtain
certain reports and information about the Bonds.
"Asset Strategy Report": Any report prepared pursuant to Section
6.03(c) of the Servicing Agreement.
"Assignment of Leases and Rents": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar agreement
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the Cut-Off Date and from time to time thereafter.
"Assignment of Mortgage": An assignment of a 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 effect
the transfer of the Mortgage to the Issuer, 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 Monthly Payment": The amount deemed due in respect of any
Balloon Mortgage Loan that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its original Loan Maturity
Date. The Assumed Monthly Payment deemed due on any such Mortgage Loan on its
original Loan Maturity Date and on each successive Due Date that it remains or
is deemed to remain outstanding shall equal the Monthly Payment that would be
due in respect thereof on such date if the related Balloon Payment had not come
due but rather such Mortgage Loan had continued to amortize in accordance with
such Mortgage Loan's amortization schedule in effect on such date of
determination.
"Authenticating Agent": As defined in Section 2.04(c) of the
Indenture.
"Authorized Officer": With respect to the Owner Trustee, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of authorized officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter); with
respect to the Indenture Trustee or the Fiscal Agent, a Responsible Officer;
and, with respect to any other Person, the Chairman, President, any Senior Vice
President, any Vice President or any Assistant Vice President, and the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary (provided that, when any provision hereof
requires signatures of two Authorized Officers of any such other Person, at
least one of such Authorized Officers shall be the Chairman, President or any
Vice President).
"Available Interest Payment Amount": With respect to any Payment
Date, an amount equal to the excess of (i) the Available Payment Amount for such
Payment Date, over (ii) the Principal Payment Amount for such Payment Date.
"Available Payment Amount": With respect to any Payment Date, the
amount on deposit in the Payment Account as of 11:00 a.m., New York City time,
on such Payment Date, exclusive of any portion thereof that may be withdrawn
from the Payment Account pursuant to any of clauses (ii) and (iii) of Section
8.01(b) of the Indenture.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Loan Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Loan Maturity Date of
such Mortgage Loan in excess of the portion of the related Monthly Payment which
is allocable to principal.
"Bank": As used in the Deposit Trust Agreement or the Holding Trust
Agreement, Wilmington Trust Company, a Delaware banking corporation, in its
individual capacity, not as Owner Trustee or Holding Trustee, as the case may
be.
"Bankruptcy Code": The federal Bankruptcy Code (Title 11 of the
United States Code), as amended from time to time.
"Bond": Any Class A-1, Class A-2, Class S, Class A-3, Class B, Class
C, Class D, Class X, Class E, Class F, Class G or Class H Bond.
"Bond Balance": With respect to any Bond, as of any date of
determination, the then Outstanding Bond Principal Amount of such Bond equal to
the product of (a) the Percentage Interest evidenced by such Bond, multiplied by
(b) the then aggregate Bond Principal Amount of the Class of Bonds to which such
Bond belongs.
"Bond Interest Rate": With respect to any Payment Date, the per
annum rate of interest for each Class of Bonds (except for the Class S, Class X,
Class F, Class G and Class H Bonds) equal to the lesser of (a) the applicable
Bond LIBOR Rate and (b) the Weighted Average Remittance Rate for such Payment
Date. The Bond Interest Rate with respect to any Payment Date for the Class F
and Class G Bonds is, with respect to each such Class, a per annum rate equal to
6.00%. The Class S, Class X and Class H Bonds do not have Bond Interest Rates.
"Bond LIBOR Rate": With respect to any Payment Date, the per annum
rate equal to One-Month LIBOR plus the related Margin, but in no event greater
than the Maximum Offered Bond Rate.
"Bond Owner": With respect to a Book-Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.
"Bond Principal Amount": With respect to any Class of Bonds (i) on
or prior to the first Payment Date, an amount equal to the aggregate initial
Bond Principal Amount of such Class and (ii) as of any date of determination
after the first Payment Date, the Bond Principal Amount of such Class of Bonds
on the Payment Date immediately prior to such date of determination, less actual
payments of principal thereon (and in the case of the Class S and Class X Bonds,
less payments of Distributable Amounts, Shortfall Amounts (excluding any
interest payments thereon), and Early Termination Amounts) on such prior Payment
Date. Realized Losses will not be allocated to reduce Bond Principal Amounts.
The initial Bond Principal Amounts are as follows:
Class A-1........... $100,000,000
Class A-2........... 94,831,000
Class S............. 12,150,000
Class A-3........... 17,447,000
Class B............. 11,631,000
Class C............. 14,539,000
Class D............. 13,085,000
Class X............. 2,700,000
Class E............. 4,361,000
Class F............. 8,723,000
Class G............. 5,815,000
Class H............. 7,269,000
The initial Bond Principal Amount for the Class S Bonds is equal to the
aggregate of the Class S Scheduled Payments. The initial Bond Principal Amount
of the Class X Bonds is equal to the aggregate of the Class X Scheduled
Payments. Upon payment in full of an Early Termination Amount, the Bond
Principal Amount of the Class S or Class X Bonds, as the case may be, will be
reduced to zero.
"Bond Redemption Amount": An amount equal to the sum of (i) with
respect to each Class of Bonds Outstanding (other than the Class S and Class X
Bonds), the sum of (A) the unpaid Bond Principal Amount thereof, (B) accrued and
unpaid interest at the applicable Bond Interest Rate through the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amount, together with interest on such
unpaid LIBOR Deficiency Amount (to the extent permitted by applicable Law) at
the applicable Bond Interest Rate; (ii) with respect to the Class S Bonds
Outstanding, the sum of (A) to the extent not paid on prior Payment Dates, any
unpaid Class S Shortfalls, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable Law) at the Class S Rate and
(B) the Class S Early Termination Amount; (iii) with respect to the Class X
Bonds Outstanding, the sum of (A) to the extent not paid on prior Payment Dates,
any unpaid Class X Shortfalls, together with interest on such unpaid Class X
Shortfalls (to the extent permitted by applicable Law) at the Class X Rate and
(B) the Class X Early Termination Amount; and (iv) all unreimbursed Advances
with interest thereon at the Advance Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
"Bond Register": The meaning specified in Section 2.05 of the
Indenture.
"Bond Registrar": The meaning specified in Section 2.05 of the
Indenture.
"Bondholder": The Person in whose name a Bond is registered on the
Bond Register.
"Book-Entry Bonds": Bonds for which the Indenture provides that
ownership and transfers of beneficial ownership interests in such Bonds shall be
made through book entries by the Depository, as described in Section 2.12 of the
Indenture; provided, however, that after the occurrence of a condition whereupon
book-entry registration is no longer permitted, Definitive Bonds shall be issued
to the Bond Owners of such Bonds and such Bonds shall no longer be "Book-Entry
Bonds."
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking and savings and loan institutions in the states of California,
Delaware, Texas, New York or Illinois are authorized or obligated by Law or
executive order to remain closed.
"Business Trust Statute": The Delaware Business Trust Act, Chapter
38, Title 12 of the Delaware Code, 12 Delaware Code, ss. 3801 et.
seq., as the same may be amended from time to time.
"Certificate Percentage Interest": With respect to any Ownership
Certificate or Holding Trust Certificate, the portion of the total outstanding
Ownership Certificates or Holding Trust Certificates, as applicable, evidenced
by such Ownership Certificate or Holding Trust
Certificate, as applicable, expressed as a percentage.
"Certificate Voting Rights": The portion of the voting rights of all
of the Ownership Certificates or Holding Trust Certificates, as applicable,
allocated to any Ownership Certificate or Holding Trust Certificate, as
applicable, as of the date of determination. Certificate Voting Rights shall be
allocated among the Ownership Certificates or Holding Trust Certificates, as
applicable, pro rata based upon the Certificate Percentage Interest of each
Ownership Certificate or Holding Trust Certificate, as applicable.
"Certificate of Trust": The certificate of trust filed prior to the
Closing Date by the Owner Trustee, with respect to the Trust, or the Holding
Trustee, with respect to the Holding Trust, as applicable, in the office of the
Secretary of State of the State of Delaware, as required by the Business Trust
Statute.
"Class": All Bonds having the same alphabetical and/or numerical
class designation and otherwise having the same characteristics (except for the
denomination of such Bond).
"Class A-1 Bond": Any of the Bonds with a "Class A-1" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-1 attached to the Indenture.
"Class A-2 Bond": Any of the Bonds with a "Class A-2" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-2 attached to the Indenture.
"Class A-3 Bond": Any of the Bonds with a "Class A-3" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-4 attached to the Indenture.
"Class B Bond": Any of the Bonds with a "Class B" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-5 attached to the Indenture.
"Class C Bond": Any of the Bonds with a "Class C" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-6 attached to the Indenture.
"Class D Bond": Any of the Bonds with a "Class D" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-7 attached to the Indenture.
"Class E Bond": Any of the Bonds with a "Class E" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-9 attached to the Indenture.
"Class Exemption": A class exemption granted by the DOL, which
provides relief from some or all of the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code and the related excise tax
provisions of Section 4975 of the Code.
"Class F Bond": Any of the Bonds with a "Class F" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-10 attached to the Indenture.
"Class G Bond": Any of the Bonds with a "Class G" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-11 attached to the Indenture.
"Class H Bond": Any of the Bonds with a "Class H" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-12 attached to the Indenture.
"Class S Bond:" Any of the Bonds with a "Class S" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-3 attached to the Indenture.
"Class S Distributable Amount": On each Payment Date, an amount
equal to the lesser of (i) the Class S Scheduled Payment for such Payment Date,
and (ii) the excess of (A) the Available Interest Payment Amount for such
Payment Date, over (B) the aggregate Accrued Bond Interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on such
Payment Date.
"Class S Early Termination Amount": As of any date of determination,
the present value of the Class S Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class S Rate.
"Class S Rate": An interest rate per annum equal to 7.29%.
"Class S Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit H to the Indenture corresponding
to such Payment Date.
"Class S Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class S Scheduled Payment for such Payment Date exceeds the
Class S Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class S Shortfalls on the immediately preceding Payment Date.
"Class X Bond": Any of the Bonds with a "Class X" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-8 attached to the Indenture.
"Class X Distributable Amount": On any Payment Date, an amount equal
to the lesser of (i) the Class X Scheduled Payment and (ii) the excess of (A)
the Available Interest Payment Amount for such Payment Date over (B) the sum of
(1) the aggregate Accrued Bond Interest payable to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds on such
Payment Date and (2) the Class S Distributable Amount and Class S Shortfall
payable to the Class S Bonds on such Payment Date.
"Class X Early Termination Amount": As of any date of determination,
the present value of the Class X Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class X Rate.
"Class X Rate": An interest rate per annum equal to 9.0%.
"Class X Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit I to the Indenture corresponding
to such Payment Date.
"Class X Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class X Scheduled Payment for such Payment Date exceeds the
Class X Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class X Shortfalls on the immediately preceding Payment Date.
"Closing Date": March 10, 1999.
"Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder including proposed regulations, to the extent
that by reason of their effective date they could apply to the Bonds.
"Collateral": The Trust Estate securing the Bonds. An "item" of
Collateral refers to a specific item of Mortgage Collateral or other asset,
which is Granted to the Indenture Trustee under the Indenture.
"Collateralized Mortgage Bonds": The Series 1999-1 Bonds issued by
the Issuer pursuant to the Indenture and secured by the Collateral.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 4.02 of the Servicing
Agreement which shall be entitled "Banc One Mortgage Capital Markets, LLC, in
trust for LaSalle National Bank, as Indenture Trustee, in trust for Holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds,
Series 1999-1, Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Payment Date, the period
commencing immediately following the Determination Date in the month immediately
preceding the month in which such Payment Date occurs (or, in the case of the
initial Collection Period, commencing immediately following the Cut-Off Date)
and ending on and including the Determination Date in the month in which such
Payment Date occurs.
"Commission": The Securities and Exchange Commission, or any
successor thereto.
"Condemnation Proceeds": With respect to each Mortgage Loan, all
awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation of such Mortgaged Property, held in an
escrow account or a trust account, which is an Eligible Account, pursuant to the
terms of the related Mortgage Loan Documents and applicable Law, and applied or
to be applied to the restoration or repair of such Mortgaged Property or
required to be released to the related Mortgagor in accordance with the terms of
such Mortgage Loan Documents or, to the extent not expressly provided therein,
in accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Corporate Trust Office": The principal corporate trust office of
the Indenture Trustee at which at any particular time its corporate trust
business with respect to the Indenture shall be administered, which is currently
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674,
Attention: Asset Backed Securities Trust Services Group--ICCMAC 1999-1.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer) the Special
Servicer has returned servicing of such Mortgage Loan to the Master Servicer
pursuant to Section 6.02 of the Servicing Agreement.
"CSSA Standard Information Package": The report in the format of the
Commercial Secondary Market and Securitization Association Standard information
package, as in effect from time to time.
"Custodian": A Person who is at any time appointed by the Indenture
Trustee pursuant to Section 6.14 of the Indenture as a document custodian.
"Cut-Off Date": February 1, 1999.
"Cut-Off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, net
of the principal portion of all unpaid Monthly Payments due on or before such
date, excluding, with respect to each Mortgage Loan, the right to receive
Prepayment Premiums, which Prepayment Premiums shall remain property of the
Mortgage Loan Seller.
"DCR": Duff & Phelps Credit Rating Co., and its successors in
interest.
"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60
days delinquent in whole or in part in respect of any Monthly Payment, or is
more than 30 days delinquent in whole or in part in respect of the related
Balloon Payment, if any; provided that for purposes of this definition, no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than five dollars ($5.00) of all amounts due and payable on such Mortgage
Loan has not been received as of the most recent Due Date therefor.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then Stated Principal Balance of such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code
with respect to the related Mortgagor or a state court deficiency proceeding.
"Definitive Bond": As defined in Section 2.12(a) of the Indenture.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
February 1, 1999, between the Depositor and the Owner Trustee, pursuant to which
the Issuer was created, and any amendments or supplements thereto.
"Depositor": Imperial Credit Commercial Mortgage Acceptance Corp., a
California corporation, and its successors in interest.
"Depository": The Depository Trust Company and any successor thereto
appointed by the Issuer as a Depository; provided that the Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act; and
provided, further, that no entity shall be a successor Depository unless Bonds
held through such entity or its nominees are treated for U.S. Federal income tax
purposes as being in "registered form" within the meaning of Section 163(f) of
the Code.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Representation Letter": The Letter of Representations
dated March 10, 1999 among the Issuer, the Indenture Trustee and initial
Depository in connection with the issuance of the Class A-1, Class A-2, Class S,
Class A-3, Class B and Class C Bonds.
"Determination Date": With respect to any Payment Date, the 17th day
of the month in which such Payment Date occurs, or, if such 17th day is not a
Business Day, the immediately preceding Business Day.
"Directing Bondholder": The Monitoring Bondholder selected by a
majority of the Monitoring Bondholders, by Bond Balance, as certified to the
Indenture Trustee by the Bondholders or Bond Owners, as the case may be, from
time to time; provided, that, absent such selection, or (i) until a Directing
Bondholder is so selected, or (ii) upon receipt of notice from a majority of the
Monitoring Bondholders, by Bond Balance, that a Directing Bondholder is no
longer so designated, the Monitoring Bondholder(s) which owns the largest
aggregate Bond Balance of one or more Monitoring Classes shall be the Directing
Bondholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Issuer or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Issuer (or the Special Servicer on behalf of the
Issuer) shall not be considered to Directly Operate an REO Property solely
because the Issuer (or the Special Servicer on behalf of the Issuer) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).
"Diskette": Any one of the computer diskettes attached to the inside
back cover of the Prospectus Supplement, each of which contains information
about each of the Mortgage Loans.
"Disposition Fee": A fee payable to the Special Servicer as
additional compensation equal to 1.0% of the net proceeds of the sale or
liquidation ( in whole or in part) of any Specially Serviced Mortgage Loan or
REO Property that is sold or transferred or otherwise liquidated by the Special
Servicer pursuant to Section 6.12 of the Servicing Agreement.
"Distributable Amount": Any Class S Distributable Amount or Class X
Distributable Amount, as applicable.
"Document Defect": As defined in Section 2.02(a) of the Servicing
Agreement.
"DOL": The United States Department of Labor, or any successor in
interest.
"DOL Regulations": The regulations promulgated at 29 C.F.R. ss.
2510.3-101.
"Dollar" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public or private debts.
"Due Date": With respect to any Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is
scheduled to be due.
"Early Termination Amount": Any Class S Early Termination Amount or
Class X Early Termination Amount, as applicable.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or short-term unsecured debt obligations if the account
holds funds for less than 30 days) of which are rated at least "AA-" or the
equivalent by each Rating Agency or, if applicable, the short-term rating
equivalent thereof, which is at least "D-1" by DCR and "A-1" by Standard &
Poor's and DCR, or (B) as to which the Master Servicer or the Indenture Trustee,
as applicable, has received written confirmation from each of the Rating
Agencies that holding funds in such account would not in and of itself, result
in an Adverse Rating Event, or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), having in either case a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency, would not, in and of itself,
result in an Adverse Rating Event, which may be an account maintained with the
Indenture Trustee or the Master Servicer; provided, however, that accounts held
at Banc One Texas, N.A. (or any successor in interest), and any other bank
authorized under the applicable Loan Documents (solely with respect to the
related Mortgage Loan), shall be Eligible Accounts for so long as there is no
downgrade, withdrawal or qualification of the long-term or short-term unsecured
debt rating of such institutions from their ratings as of the Closing Date (or,
with respect to any successor in interest of Banc One Texas, N.A., for so long
as there is no downgrade, withdrawal or qualification of the long-term or
short-term unsecured debt rating of such successor in interest, provided that
such successor in interest had a rating equal to or better than the rating of
Banc One Texas, N.A. as of the Closing Date at the time such bank became a
successor in interest).
"Eligible Trustee": A bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor, the
Issuer or the Mortgage Loan Seller or an Affiliate of any Person involved in the
organization or operation of the Depositor, the Issuer or the Mortgage Loan
Seller, that is organized and doing business under the Laws of any state or the
United States of America, that is authorized under such Laws to exercise
corporate trust powers and to accept the trust conferred under the Deposit Trust
Agreement or the Holding Trust Agreement, as the case may be, that has a
combined capital and surplus and undivided profits of at least $100,000,000 and
that is subject to supervision or examination by federal or state authority and
that has a long-term unsecured debt rating from each Rating Agency of "A" or
better. If such 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 definition the combined capital,
surplus and undivided profits of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
"Environmental Laws": Any present or future federal, state or local
Law, statute, regulation or ordinance, and any judicial or administrative order
or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
Materials or the environment, including, but not limited to, each of the
following, as enacted as of the date hereof or as hereafter amended:
(i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657;
(ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
ss.ss. 6901-6991;
(iii)the Toxic Substance Control Act, 15 U.S.C. ss.ss. 2601-2629;
(iv) the Water Pollution Control Act (also known as the Clean Water
Act), 33 U.S.C. ss. 1251 et seq.;
(v) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; and
(vi) the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 et
seq.
"Environmental Site Assessment": In respect of any Mortgaged
Property, one or more reports regarding the environmental condition of such
Mortgaged Property prepared in connection with the origination of the related
Mortgage Loan or otherwise addressed to the Mortgage Loan Seller and its
successors and assigns. Such reports include, but are not limited to, Phase I
Environmental Reports and a review of a compilation of databases, made available
by several regulatory agencies and conducted by a private service with respect
to an area within a certain radius surrounding the related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Excess Condemnation Proceeds": With respect to each Mortgage Loan,
all awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation with respect to such Mortgaged Property,
other than any such awards or settlements held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of such Mortgage
Loan Documents or, to the extent not expressly provided therein, in accordance
with Accepted Master Servicing Practices or Accepted Special Servicing
Practices, as applicable, and applicable Law.
"Excess Insurance Proceeds": With respect to each Mortgage Loan,
proceeds of any primary hazard insurance policy required to be maintained
pursuant to Section 4.06 of the Servicing Agreement, title insurance policy or
any other Insurance Policy covering such Mortgage Loan or the related Mortgaged
Property, other than any proceeds to be held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of the related
Mortgage Loan Documents or, to the extent not expressly provided therein, in
accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, as certified in
writing by a Servicing Officer setting forth such determination and the
procedures and considerations of the Special Servicer forming the basis of such
determination, that there has been a recovery of all REO Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer, in its
reasonable good faith judgment, expects to be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the Indenture Trustee, and its
successors in interest.
"GAAP": Generally accepted accounting principles, as in effect in
the United States.
"Governmental Authority": Any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.
"Grant": To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of setoff against, deposit, set over and confirm. A Grant of Collateral
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies and proceeds payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.
"Hazardous Materials": All materials subject to any Environmental
Law, including, without limitation, materials listed in 49 C.F.R. ss. 172.010,
materials defined as hazardous pursuant to ss. 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos
or material containing asbestos, polychlorinated biphenyls ("PCBs"), radon gas,
urea formaldehyde and any substances classified as being "in inventory", "usable
work in process" or similar classification that would, if classified as
unusable, be included in the foregoing definition.
"Highest Lawful Rate": As defined in Section 14.19 of the Indenture.
"Holder": A Bondholder.
"Holding Trust": ICCMIC Commercial Holding Trust 1999-1, a Delaware
business trust, and its successors in interest.
"Holding Trust Agreement": The Holding Trust Agreement, dated as of
February 1, 1999, between the Trustor and the Holding Trustee, pursuant to which
the Holding Trust was created, and any amendments or supplements thereto.
"Holding Trust Certificate": The certificate which represents 100%
of the ownership interest of the Holding Trust, with a "Holding Trust
Certificate" designation on the face thereof, executed and authenticated by the
Holding Trustee and substantially similar in form to Exhibit A attached to the
Holding Trust Agreement.
"Holding Trustee": Wilmington Trust Company, a Delaware banking
corporation, and its successors in interest, in its capacity as trustee under
the Holding Trust Agreement.
"Holding Trustee Fee": A fee of $4,000 per annum, payable each year
on the Payment Date occurring in the month in which the anniversary of the
Closing Date occurs, commencing in March 2000.
"Holding Trustee's Agent": Any agent or attorney of the Holding
Trustee appointed by the Holding Trustee to execute one or more of the trusts or
powers under the Holding Trust Agreement.
"Holding Trustee's Office": The principal corporate trust office of
the Holding Trustee at which, at any particular time, its corporate trust
business is administered, which office at the Closing Date is located at the
address of the Holding Trustee set forth in Section 13.4 of the Holding Trust
Agreement.
"Indenture": The Indenture, dated as of February 1, 1999 between the
Issuer, acting through the Owner Trustee and the Indenture Trustee and any
amendment or supplement thereto.
"Indenture Trustee": LaSalle National Bank, a national banking
association, and its successors in interest, in its capacity as Indenture
Trustee under the Indenture, or any successor trustee appointed as provided in
the Indenture.
"Indenture Trustee Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Indenture Trustee Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"Indenture Trustee Fee Rate": A fee rate of 0.008%.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Issuer, the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer and any and
all Affiliates thereof, (ii) does not have any direct financial interest in or
any material indirect financial interest in any of the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Issuer within the meaning of
Section 856(d)(3) of the Code, so long as the Issuer does not receive or derive
any income from such Person and provided that the relationship between such
Person and the Issuer is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicer shall not be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Issuer to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Issuer and the Special
Servicer of an Opinion of Counsel, which shall be at no expense to the Issuer or
the Special Servicer, 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 856(e) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
Interest Rate Adjustment Date, the base index used to determine the new Mortgage
Interest Rate in effect thereon as specified in the related Mortgage Note.
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any insurance
policy required to be maintained under the Servicing Agreement or the related
Mortgage Loan Documents.
"Insurance Proceeds": With respect to each Mortgage Loan, proceeds
of any primary hazard insurance policy required to be maintained pursuant to
Section 4.06 of the Servicing Agreement, or any other Insurance Policy covering
such Mortgage Loan or the related Mortgaged Property, to be held in an escrow
account or a trust account, which is an Eligible Account, pursuant to the terms
of the related Mortgage Loan Documents, related to such Mortgage Loan and
applied or to be applied to the restoration or repair of the related Mortgaged
Property or required to be released to the related Mortgagor in accordance with
the terms of the related Mortgage Loan Documents and applicable Law, or, to the
extent not expressly provided therein, in accordance with Accepted Master
Servicing Practices or Accepted Special Servicing Practices, as applicable, and
applicable Law.
"Interest Accrual Period": With respect to any Payment Date and any
Class of Bonds (other than the Class S, Class X, Class F, Class G and Class H
Bonds), the period from the immediately preceding Payment Date (or with respect
to the initial Payment Date, from the Closing Date) to and including the day
immediately preceding the applicable Payment Date. The Interest Accrual Period
for the Class F and Class G Bonds (and for the Class S and Class X Bonds with
respect to Shortfall Amounts) on each Payment Date will be the calendar month
preceding the month in which such Payment Date occurs. The Class S, Class X and
Class H Bonds do not have Interest Accrual Periods and will not accrue interest
(other than with respect to Class S Shortfalls and Class X Shortfalls, as
applicable).
"Interest Rate Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Mortgage Interest Rate is
subject to adjustment pursuant to the related Mortgage Note.
"Interested Person": As of any date of determination with respect to
any Mortgage Loan, the Mortgagor, the Mortgage Loan Seller, the Loan Originator,
the Issuer, the Indenture Trustee, the Fiscal Agent, the Owner Trustee, the
Special Servicer, any Independent Contractor engaged by the Special Servicer, or
the Master Servicer.
"Investment Company Act": The Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"IRS": The Internal Revenue Service, or any successor thereto.
"Issuer": ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware
business trust established pursuant to the Deposit Trust Agreement, and its
successors in interest.
"Issuer Default": Any occurrence which is, or with notice or the
lapse of time or both would become, an Issuer Event of Default.
"Issuer's Equity": The right of the Ownership Certificateholder or
its designee to (i) receive all payments on and proceeds of the Collateral not
otherwise allocable to pay interest, principal or other amounts due on the Bonds
in accordance with their terms or expenses of the Trust Estate, and (ii) to have
the remaining Collateral returned to it after the Indenture is satisfied and
discharged.
"Issuer Event of Default": As defined in Section 5.01 of the
Indenture.
"Issuer Request" or "Issuer Order": A written request or order
signed in the name of the Issuer by an Authorized Officer of the Owner Trustee
and delivered to the Indenture Trustee.
"Law": Any judgment, order, decree, writ, injunction, award,
statute, rule, regulation or requirement of any federal, state, local or other
agency, commission, instrumentality, tribunal, governmental authority,
arbitrator or court having or asserting jurisdiction over any particular Person,
property or matter applicable to such particular Person, property or matter.
"LIBOR": With respect to any Payment Date, the per annum rate for
U.S. Dollar deposits determined in accordance with Section 1.03 of the
Indenture.
"LIBOR Business Day": Any day other than (i) Saturday or a Sunday or
(ii) a day on which banking institutions in the cities of Chicago, Illinois, New
York, New York, or London, England are required or authorized by Law to be
closed.
"LIBOR Deficiency Amount": To the extent that the Bond Interest Rate
on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D or Class E
Bonds for any Payment Date is determined to be the Weighted Average Remittance
Rate, the excess with respect to such Payment Date of (i) the amount of interest
that would have been payable on such Bonds at the Bond LIBOR Rate for such Class
of Bonds and such Payment Date, over (ii) the amount of interest that is payable
on such Class of Bonds at the Weighted Average Remittance Rate for such Payment
Date.
"LIBOR Rate Adjustment Date": As defined in Section 1.03 of the
Indenture.
"Liquidation Event": With respect to any Mortgage Loan or Specially
Serviced 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 or Specially Serviced Mortgage Loan; (iii) such Mortgage Loan is
repurchased by the Mortgage Loan Seller pursuant to Sections 2.05 or 3.01(d) of
the Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is repurchased by
the Loan Originator pursuant to Section 3 of the Warranty Agreement; (v) such
Mortgage Loan is repurchased by the Ownership Certificateholder pursuant to
Section 11.01 of the Indenture; or (vi) such Specially Serviced Mortgage Loan is
purchased (or sold to a third-party) by the Special Servicer pursuant to Section
6.05 of the Servicing Agreement.
"Liquidation Proceeds": Cash (including any Excess Insurance
Proceeds or Excess Condemnation Proceeds, but excluding REO Proceeds) received
in connection with the liquidation of a Mortgage Loan or Specially Serviced
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise.
"Loan Maturity Date": 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.
"Loan Originator": Southern Pacific Bank, a California banking
corporation, and its successors in interest.
"Loss Mortgage Loan": Any Mortgage Loan (i) as to which a
Liquidation Event has occurred, (ii) with respect to which the Master Servicer,
the Indenture Trustee or the Fiscal Agent, as applicable, has determined that an
Advance previously made or proposed to be made is a Nonrecoverable Advance, or
(iii) with respect to which a Deficient Valuation has been made or a portion of
the principal balance thereof has been otherwise permanently forgiven, by
modification or otherwise.
"MAI Appraisal": Any appraisal prepared by an Independent member of
the Appraisal Institute (who has five years' experience with property types
comparable to the property type of the related Mortgaged Property and in the
jurisdiction in which the related Mortgaged Property is located) required
pursuant to Section 6.13 of the Servicing Agreement.
"Margin": With respect to the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D and Class E Bonds, the percentages set forth below:
Class Margin
----- ------
A-1 0.28%
A-2 0.42%
A-3 0.60%
B 0.88%
C 1.55%
D 2.00%
E 2.35%
"Master Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, and its successors in interest, or any
successor servicer appointed as such as provided in the Servicing Agreement.
"Master Servicing Duties": The duties and obligations of the Master
Servicer under the Servicing Agreement.
"Master Servicer Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Master Servicing Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Master Servicer Fee
includes the fee payable to the Primary Servicer.
"Master Servicing Fee Rate": A fee rate of 0.30%.
"Maturity": With respect to any Bond, the date, if any, as of which
the principal of and interest on such Bond (or in the case of the Class S and
Class X Bonds, the final Class S Scheduled Payment and Class X Scheduled
Payment, respectively, or the Class S Early Termination Amount and Class X Early
Termination Amount, respectively) has become due and payable as provided in the
Indenture, whether at the Stated Maturity Date, if any, by declaration of
acceleration or otherwise.
"Maximum Offered Bond Rate": With respect to any Offered Bond (other
than the Class S Bonds), 14.00% per annum.
"Monitoring Bondholder": Each Holder (or Bond Owner, if applicable)
of a Bond of a Monitoring Class as certified to the Indenture Trustee from time
to time by such Holder or Bond Owner.
"Monitoring Class": As defined in Section 11.01(c) of the
Servicing Agreement.
"Monthly Payment": The amount due in respect of any Mortgage Loan on
any related Due Date, equal to the amount of the monthly payment that is
scheduled to be due in respect thereof on such date in accordance with the terms
of such Mortgage Loan in effect on the Closing Date (including any adjustments
made from time to time after the Closing Date to the Mortgage Interest Rate in
accordance with such terms), and assuming that each prior Monthly Payment has
been made in a timely manner.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note, including the assignment of leases and rents related
thereto.
"Mortgage Collateral": As used with respect to the Bonds, the
Pledged Mortgage Loans plus all payments thereon after the Cut-Off Date
(excluding Prepayment Premiums collected on such Mortgage Loans), together with
the related Mortgage Loan Files and Servicing Files and the Issuer's interest in
any Mortgaged Property that secured any Mortgage Loan but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date.
"Mortgage Interest Rate": With respect to any Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan in accordance with
the terms of the related Mortgage Note.
"Mortgage Loan": Each of the mortgage loans which has been Granted
as Collateral pursuant to the Indenture and accepted by the Indenture Trustee
pursuant to Section 13.01 of the Indenture and from time to time held by the
Indenture Trustee on behalf of the Bondholders, the Mortgage Loans so held
pursuant to Section 13.01 of the Indenture being identified on the Mortgage Loan
Schedule (including, any successor REO Mortgage Loan). As used in this
definition, the term "mortgage loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage Loan
File but does not include the right to any Prepayment Premiums remitted by a
Mortgagor with respect to a Mortgage Loan, which Prepayment Premiums shall be
the property of the Mortgage Loan Seller.
"Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, each document or instrument set forth in clauses
(i)-(viii) of the definition of Mortgage Loan File, any collateral assignments
of property management agreements and other services agreements required by the
applicable commitment and other loan documents and all assumption, modification,
consolidation, substitution and extension agreements, any physical assessment
report of the Mortgaged Property, all surveys, all insurance policies, any
environmental site assessment of the Mortgaged Property, any lease subordination
agreements and tenant estoppels, any borrower's counsel opinions and other
agreements, if any, pertaining to such Mortgage Loan.
"Mortgage Loan File": With respect to any Pledged Mortgage Loan,
collectively, the following documents:
(i) the original executed Mortgage Note (or, if accompanied by a
"lost note" affidavit, a copy thereof), endorsed by the
Mortgage Loan Seller or the prior holder of record, in blank
or as follows: "Pay to the order of LaSalle National Bank, as
indenture trustee for the registered holders of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1, without recourse";
(ii) an original of the Mortgage and of any intervening assignments
thereof that precede the assignment referred to in clause (iv)
of this definition, with evidence of recording indicated
thereon (unless such document has not yet been returned from
the applicable recording office, in which case a certified
copy of such document as submitted for recording);
(iii) an original of any related Assignment of Leases and Rents (if
such item is a document separate from the Mortgage) and of any
intervening assignments thereof that precede the assignment
referred to in clause (v) of this definition, with evidence of
recording indicated thereon (unless such document has not yet
been returned from the applicable recording office, in which
case a certified copy of such document as submitted for
recording);
(iv) an original Assignment of Mortgage, executed by the Mortgage
Loan Seller or the prior holder of record, in blank or to the
order of the Indenture Trustee, with the assignment to the
Indenture Trustee in the following form: "LaSalle National
Bank, as indenture trustee for the registered holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1," in recordable form;
(v) an original assignment of any related Assignment of Leases and
Rents (if such item is a document separate from the Mortgage),
executed by the Mortgage Loan Seller or the prior holder of
record, in blank or to the order of the Indenture Trustee,
with the assignment to the Indenture Trustee in the following
form: "LaSalle National Bank, as indenture trustee for the
registered holders of ICCMAC Multifamily and Commercial Trust
1999-1, Collateralized Mortgage Bonds, Series 1999-1," in
recordable form;
(vi) originals or certified copies of all assumption, modification,
consolidation, substitution and extension agreements in those
instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified or the Mortgage or Mortgage
Note has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Pledged Mortgage Loan, or, if such policy has not been
issued, an irrevocable, binding commitment to issue such title
insurance policy, or, with respect to each related Mortgage
Loan for which the related Mortgaged Property is located in a
jurisdiction which does not provide for a lender's title
insurance policy, an attorney's opinion of title by an
attorney licensed to practice Law in the jurisdiction where
the related Mortgaged Property is located;
(viii)either (A) the originals of all intervening assignments
(other than the assignments set forth above), if any,
including warehousing assignments, with evidence of recording
thereon, (B) copies of such assignments certified by a title
company, if any, or escrow company to be true and complete
copies thereof where the originals have been transmitted for
recording until such time as the originals are returned by the
public recording office, or (C) copies of such assignments
certified by the public recording offices where such
assignments were recorded to be true and complete copies
thereof in those instances where the public recording offices
retain the original or where the original recorded assignments
are lost; and
(ix) any escrow, guarantee and environmental liability agreement.
provided, that whenever the term "Mortgage Loan File" is used to refer to
documents actually received by the Indenture Trustee or by a Custodian on its
behalf, such term shall not be deemed to include such documents required to be
included therein unless they are actually so received, and with respect to any
receipt or certification by the Indenture Trustee or the Custodian for documents
described in clause (vi) of this definition, shall be deemed to include only
such documents to the extent a Responsible Officer of the Indenture Trustee or
Custodian has actual knowledge of their existence.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of February 1, 1999, between the Mortgage Loan Seller and
the Depositor regarding the sale, transfer and assignment of the Mortgage Loans
to the Depositor, a copy of which is attached to the Indenture as Exhibit F.
"Mortgage Loan Schedule": The list of Mortgage Loans sold by the
Mortgage Loan Seller to the Depositor pursuant to the Mortgage Loan Purchase
Agreement which were simultaneously transferred to the Issuer pursuant to the
Deposit Trust Agreement and pledged by the Issuer to the Indenture Trustee and
granted as Collateral to secure the Bonds pursuant to the Indenture. Such list
is attached to the Servicing Agreement as Exhibit A, to the Indenture as
Schedule I, and to the Mortgage Loan Purchase Agreement as Exhibit A.
"Mortgage Loan Seller": Imperial Credit Commercial Mortgage
Investment Corp., a Maryland corporation, and its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgaged Property": The underlying property (including any REO
Property) that secures a Mortgage Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property, fixtures, leases and other
property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"New Lease": Any lease of an REO Property entered into at the
direction of the Special Servicer on behalf of the Issuer, including any lease
renewed, modified or extended on behalf of the Issuer, if the Issuer has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made by the Master Servicer, the Special Servicer, the Indenture Trustee or
the Fiscal Agent, in respect of a Mortgage Loan which together with interest
thereon, in the reasonable good faith judgment of the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, will
not, or, in the case of a proposed Advance, would not, together with interest at
the Advance Rate thereon, be ultimately recoverable by the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, from
net proceeds and collections received solely with respect to such Mortgage Loan
or the related Mortgaged Property, including related Excess Insurance Proceeds,
Liquidation Proceeds, REO Proceeds, Excess Condemnation Proceeds and escrowed
amounts, which determination shall be set forth in a Nonrecoverable Advance
Certificate filed with the Indenture Trustee. The Indenture Trustee and the
Fiscal Agent may conclusively rely on the determination of nonrecoverability
made by the Master Servicer or the Special Servicer.
"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer of the Master Servicer, or by a Responsible Officer of the
Indenture Trustee or the Fiscal Agent, as applicable, setting forth the
determination of a Nonrecoverable Advance and the procedures and considerations
of the Master Servicer, the Special Servicer, the Indenture Trustee or the
Fiscal Agent, as applicable, forming the basis of such determination (including
but not limited to copies of information such as related income and expense
statements, any appraisals, rent rolls, occupancy status, property inspections,
and other Servicer inquiries with respect to the value of the related Mortgaged
Property).
"Non-Registered Bond": Any Bond that has not been registered under
the Securities Act. As of the Closing Date, the Non-Registered Bonds are the
Class X, Class F, Class G and Class H Bonds.
"Non-U.S. Person": A person other than a U.S. Person.
"Offered Bonds": Any Class A-1, Class A-2, Class S, Class A-3, Class
B, Class C, Class D or Class E Bond.
"Officer's Certificate": A certificate signed by any one Authorized
Officer of the Person from whom said certificate is required or, in the case of
an Officer's Certificate of the Issuer, a certificate signed by any Authorized
Officer of the Owner Trustee, and, to the extent delivered to the Indenture
Trustee, complying with the applicable requirements of Section 14.01 of the
Indenture. Unless otherwise specified, any reference in the Indenture to an
Officer's Certificate shall be to an Officer's Certificate of the Issuer.
"One-Month LIBOR": With respect to any Payment Date, the applicable
one-month LIBOR rate for one-month U.S. dollar deposits, determined as set forth
in Section 1.03 of the Indenture.
"Operative Agreements": The Indenture, the Servicing Agreement, the
Primary Servicing Agreement, the Deposit Trust Agreement, the Holding Trust
Agreement, the Administration Agreement, the Mortgage Loan Purchase Agreement
and the Warranty Agreement.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Issuer, the Depositor, the Mortgage Loan
Seller, the Master Servicer, or Special Servicer (if required to be delivered
under any of the Operative Agreements, then acceptable and delivered to the
Indenture Trustee), except that any opinion of counsel relating to (i) federal
income taxation matters, (ii) the resignation of the Master Servicer or the
Special Servicer pursuant to Section 3.11 of the Servicing Agreement, or (iii)
any actions or duties which cannot be undertaken or are no longer permitted
under applicable Law, must be an opinion of counsel who is Independent.
"Outstanding": Shall mean, as of any date of determination, all
Bonds theretofore authenticated and delivered under the Indenture, except:
(i) Bonds theretofore canceled by the Bond Registrar or delivered to
the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any other Paying Agent (other than the
Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee or any
other Paying Agent, has been made; and
(iii)Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture, other than
any such Bonds in respect of which there shall have been
presented to the Bond Registrar proof satisfactory to it that
such Bonds are held by a bona fide purchaser in whose hands such
Bonds are valid obligations of the Issuer;
provided, however, that in determining whether the Holders of Bonds with the
requisite aggregate Bond Principal Amount, or representing the requisite
percentage of Voting Rights, have given any request, demand, authorization,
vote, direction, notice, consent or waiver hereunder, except as otherwise
expressly provided herein, Bonds owned by the Issuer, any other obligor on Bonds
or the Depositor (each of the foregoing Persons, solely for purposes of this
definition, an "Interested Person") or by any Affiliate of an Interested Person
shall be disregarded and deemed not to be Outstanding (unless any such Person or
Persons owns all the Bonds), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which the Bond
Registrar knows to be so owned shall be so disregarded, and also except that
Bonds so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Bond Registrar
in its sole discretion the pledgee's right to act with respect to such Bonds and
that the pledgee is not an Interested Person or any Affiliate of an Interested
Person.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, or its successors in interest, in its capacity as trustee under the
Deposit Trust Agreement.
"Owner Trustee Calculation Fee Rate" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $4,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Owner Trustee Fee": An annual fee of $4,000.00, payable monthly on
each Payment Date, plus any additional fees and expenses payable to the Owner
Trustee, as set forth in the written Fee and Indemnity Agreement among the Owner
Trustee, the Mortgage Loan Seller and the Depositor.
"Owner Trustee's Agent": Any agent or attorney of the Owner Trustee
appointed by the Owner Trustee to execute one or more of the trusts or powers
hereunder.
"Owner Trustee's Office": The principal corporate trust office of
the Owner Trustee at which, at any particular time, its corporate trust business
is administered, which office at the Closing Date is located at the address of
the Owner Trustee set forth in Section 13.4 of the Deposit Trust Agreement.
"Ownership Certificate": The certificate which represents 100% of
the Issuer's Equity, with an "Ownership Certificate" designation on the face
thereof, executed and authenticated by the Owner Trustee and substantially in
the form of Exhibit A attached to the Deposit Trust Agreement.
"Ownership Certificateholder": With respect to the Ownership
Certificate, the Person in whose name the Ownership Certificate is registered on
the Ownership Certificate Register. Initially, the Holding Trust shall be the
Ownership Certificateholder.
"Ownership Interest": As to any Bond, any ownership or security
interest in such Bond as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for a Paying Agent specified in Section 3.03 of the
Indenture and is authorized and appointed pursuant to Section 3.03 of the
Indenture by the Issuer to pay the principal of, or interest on any Bonds on
behalf of the Issuer. The principal office of the initial Paying Agent is
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674.
"Payment Account": The segregated trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 8.01 of the
Indenture.
"Payment Date": The 25th day of each month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in March 1999.
The final Payment Date on any Bond shall occur only after due notice by the
Indenture Trustee and only upon presentation and surrender of such Bond at the
location specified on the notice given by the Indenture Trustee.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.05 of the
Servicing Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to and
without duplication, payment or reimbursement of interest thereon at the Advance
Rate from and including the date of the making of such P&I Advance through and
including the date of payment or reimbursement.
"Percentage Interest": With respect to any Bond, the portion of the
relevant Class evidenced by such Bond, expressed as a percentage, the numerator
of which is the initial Bond Principal Amount of such Bond as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
initial aggregate Bond Principal Amount of the relevant Class.
"Permitted Investments": Any one or more of the obligations and
securities listed below that provide for a date of maturity of not more than 30
days but in any event not later than the date prior to the date such funds will
be required to be available for distribution:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by
the full faith and credit of the United States of America;
(ii) federal funds, time deposits in, unsecured certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the
Laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, the commercial paper or other short-term
debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) which has the Required Rating and a maturity of
not more than 365 days;
(iii)commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 270 days after the date of issuance thereof) that has the
Required Rating for short-term debt;
(iv) repurchase obligations with respect to any security described in
clause (i) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards
described in clause (ii) above and having maturities of not more
than 365 days;
(v) units of taxable money market funds, which funds seek to maintain
a constant asset value and have been rated "AAAm" or "AAAmg" by
Standard & Poor's, and by any other Rating Agency in its highest
rating category, or which have been designated in writing by each
Rating Agency as Permitted Investments for purposes of this
definition; and
(vi) any other obligation or security acceptable to each Rating
Agency, as confirmed in writing that would not result in a
downgrading, qualification or withdrawal of the ratings then
assigned to the Bonds;
provided, however, that no such instrument shall be a Permitted Investment if
(v) such instrument evidences a right to receive either (A) only interest
payments with respect to the obligations underlying such instrument or (B) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations; (w) its terms do not have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change; (x) to the extent rated, an "r" highlighter is affixed to its rating;
(y) to the extent the related interest rate is variable, interest thereon is not
tied to a single interest rate index plus a single fixed spread (if any), or
does not move proportionately with that index; or (z) such instrument is
purchased at a premium over par.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability corporation, limited liability company, limited liability partnership,
or government or any agency or political subdivision thereof.
"Phase I Environmental Report": A report similar in form and
substance to a "phase I" report, as described in, and meeting the criteria of,
(i) Chapter 5 of the Federal National Mortgage Association Multifamily Guide or
any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"Plan": Any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code.
"Pledged Account": Any account, including the Collection Account and
the Payment Account, Granted as security for the Bonds.
"Pledged Mortgage Loan": Any one of the Mortgage Loans pledged to
the Indenture Trustee by the Issuer pursuant to the granting clause of the
Indenture, that from time to time are held as a part of the Trust Estate and as
are more fully described on Schedule I of the Indenture.
"Predecessor Bond": With respect to any Bond and Class, every
previous Bond and Class evidencing all or a portion of the same debt as that
evidenced by such Bond; for the purpose of this definition, any Bond
authenticated and delivered under Section 2.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Bond of the same Class shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Bond.
"Prepayment Interest Excess": With respect to any Payment Date, for
each Mortgage Loan that was subject to a Principal Prepayment in full or in part
after the Due Date occurring in the related Collection Period, the amount of
interest accrued at the Remittance Rate for such Mortgage Loan on the amount of
such Principal Prepayment during the period from and after such Due Date, to the
extent collected.
"Prepayment Interest Shortfall": With respect to any Payment Date,
for each Non-Specially Serviced Mortgage Loan that was subject to a Principal
Prepayment in full or in part prior to the Due Date occurring in the related
Collection Period, the amount of interest that would have accrued at the
Remittance Rate (but without subtracting the Indenture Trustee Fee from the
calculation thereof) for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or payable,
as set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment. The right to receive Prepayment Premiums shall be retained
by the Mortgage Loan Seller.
"Primary Servicer": Initially, Southern Pacific Bank, pursuant to
the Primary Servicing Agreement.
"Primary Servicing Agreement": The Primary Servicing Agreement,
dated as of February 1, 1999, between the Master Servicer and the Primary
Servicer regarding the initial primary servicing of the Mortgage Loans (except
for Specially Serviced Mortgage Loans) by the Primary Servicer, and any
amendments or supplements thereto.
"Prime Rate": As of any day, the per annum rate reported as the
"Prime Rate" in The Wall Street Journal on the immediately preceding Business
Day.
"Principal Payment Amount": With respect to any Payment Date, the
aggregate of the following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) due, and any Assumed Monthly Payments deemed
due, as the case may be, in respect of the Mortgage Loans for
their respective Due Dates occurring during the related
Collection Period, to the extent such Monthly Payments or Assumed
Monthly Payments, as applicable, are received during such
Collection Period or a P&I Advance is made with respect to such
Monthly Payments or Assumed Monthly Payments prior to such
Payment Date;
(ii) all payments (including Principal Prepayments and Balloon
Payments, but excluding Prepayment Premiums) and other
collections (including Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds) that were received on or in
respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master
Servicer or Special Servicer, as applicable, as recoveries of
principal thereof, in each case net of any portion of such
payment or other collection that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Monthly
Payment deemed due, in respect of the related Mortgage Loan on a
Due Date during or prior to the related Collection Period and not
previously recovered; and
(iii)if such Payment Date is subsequent to the initial Payment Date,
the excess, if any, of (A) the Principal Payment Amount for the
immediately preceding Payment Date, over (B) the aggregate
payments of principal made in respect of the Bonds on such
immediately preceding Payment Date.
"Principal Prepayment": Any payment or other recovery of principal
on a Mortgage Loan that is received in advance of its scheduled Due Date which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Private Bonds": The Class X, Class F, Class G and Class H Bonds.
"Proceeding": Any suit in equity, action at Law or other judicial or
administrative proceeding.
"Property Protection Advance": Any expenses identified in the
Servicing Agreement as Property Protection Expenses which are required to be
advanced by the Master Servicer, or by the Special Servicer, consistent with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, or by the Indenture Trustee or the Fiscal Agent, to the extent the
Master Servicer or the Special Servicer fails to make such advances.
"Property Protection Expenses": The following costs and expenses,
but, with respect to items (ii) through (xiii) below, only to the extent that
they are paid to third persons in arms' length arrangements, which may, to the
extent expressly approved in the related Asset Strategy Report as to the Special
Servicer, be Affiliates, who are generally in the business of providing such
goods and services and that such expenses are reasonable for the types of goods
or services provided in the geographical area in which such goods or services
are provided: (i) real estate taxes, assessments and similar charges; (ii)
premiums for insurance; (iii) utility costs; (iv) payments required under
service contracts, including but not limited to service contracts for heating,
ventilation and air conditioning systems, elevators, landscape maintenance, pest
extermination, security, model furniture, swimming pool service, trash removal,
answering service, credit checks and monitoring the satisfaction of real estate
tax assessments and the designation from time to time of special flood hazard
areas; (v) payroll costs and benefits for on-site maintenance personnel,
including but not limited to housekeeping employees, porters and general
maintenance and security employees; (vi) property management fees; (vii) usual
and customary leasing and sales brokerage expenses and commissions and other
costs and expenses associated with marketing, selling or otherwise disposing of
Specially Serviced Mortgage Loans or REO Properties including, without
limitation, marketing brochures, auction services, reasonable legal fees,
surveys, title insurance premiums and other title company costs; (viii) permits,
licenses and registration fees and costs; (ix) any expense necessary in order to
prevent or cure a breach under a lease, contract or agreement, if the
consequences of failure to prevent or cure could, in the sole judgment of the
Special Servicer, have a material adverse effect with respect to the Mortgage
Loan, REO Property or Mortgaged Property; (x) any expense necessary in order to
prevent or cure a material violation of any applicable Law, regulation, code or
ordinance with respect to any Mortgaged Property, including without limitation
any environmental remediation; (xi) costs and expenses of appraisals,
valuations, surveys, inspections, environmental assessments, credit reports, or
market studies (including, in each case, review thereof); (xii) other such
reasonable marketing, legal, accountants expert witness fees and other fees and
expenses incurred by the Special Servicer in connection with the enforcement,
collection, foreclosure, management and operation of Specially Serviced Mortgage
Loans or REO Properties, the bankruptcy of any related Mortgagor, and the
performance of their servicing duties under the Servicing Agreement; and (xiii)
such other expenses as are reasonable and immediately necessary to operate a
Mortgaged Property or REO Property and to protect and maintain the lien of the
Mortgage on such Mortgaged Property or REO Property or to enforce the related
Mortgage Loan Documents.
"Prospectus": The prospectus, dated February 19, 1999 of the
Depositor.
"Prospectus Supplement": The prospectus supplement, dated March 5,
1999 to the Prospectus prepared by the Depositor in connection with the offering
of the Class A-1, Class A-2, Class S, Class A-3, Class B, Class C, Class D and
Class E Bonds.
"PTCE": A "prohibited transaction class exemption", as related to
ERISA.
"Purchase Price": With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the date of purchase, together with (i) all
unpaid accrued interest thereon at the Mortgage Interest Rate on such Mortgage
Loan from the date as to which interest was last paid by the related Mortgagor
to the Due Date in the Collection Period in which the relevant repurchase is to
occur, (ii) all related unreimbursed Property Protection Advances, (iii) all
accrued and unpaid interest on related Advances, (iv) any related compensation
payable to the Special Servicer, and (v) any expense arising out of the
enforcement of the repurchase obligation and any costs associated with such
repurchase.
"QIB": A "qualified institutional buyer" within the meaning of Rule
144A.
"QRS": A "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.
"Qualified Insurer": An insurance company:
(i) duly qualified as such under the Laws of the state in which the
related Mortgaged Property is located;
(ii) duly authorized and, if required, licensed in such state to
transact the applicable insurance business and to write the
insurance provided; and
(iii)whose claims paying ability is rated at least "A" by each Rating
Agency (or, if not rated by each of the Rating Agencies, rated at
least "A" by Standard & Poor's and any other nationally
recognized statistical rating organization which rates the claims
paying ability of such insurance company.
"Rated Bond": Any of the Class A-1, Class A-2, Class S, Class A-3,
Class B, Class C, Class D, Class E, Class X, Class F, Class G and Class H Bonds.
"Rating Agency": Each of Standard & Poor's and DCR.
"Real Estate Loan Purchase and Sale Agreements": Collectively, those
four individual Agreements for Purchase and Sale of Real Estate Loans, dated as
of October 1, 1997, December 8, 1997, March 27, 1998 and June 30, 1998, each
between the Mortgage Loan Seller and the Loan Originator, whereby the Mortgage
Loan Seller acquired the Mortgage Loans from the Loan Originator.
"Realized Loss": With respect to each Loss Mortgage Loan for which
(A) an event set forth in clause (i) or (ii) of the definition of Loss Mortgage
Loan has occurred, an amount equal to (i) the Stated Principal Balance of the
Loss Mortgage Loan as of the date of such event, plus (ii) interest at the
Remittance Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which such event occurred on
the Stated Principal Balance of such Loss Mortgage Loan outstanding during each
Collection Period that such interest was not paid or advanced, plus (iii) any
unreimbursed Advances and interest accrued and payable thereon at the Advance
Rate, minus (iv) the proceeds, if any, received during the month in which such
event occurred, to the extent applied as recoveries of interest at the
Remittance Rate and to principal of the Mortgage Loan, or (B) an event set forth
in clause (iii) of the definition of Loss Mortgage Loan has occurred, the amount
determined to have been permanently forgiven.
With respect to each Loss Mortgage Loan with respect to which an
Advance previously made has been determined to be a Nonrecoverable Advance an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Mortgage Loan) as of the date of such determination, plus
(ii) interest at the Remittance Rate from the Due Date as to which interest was
last paid or advanced to Bondholders up to the last day of the month in which
such determination was made on the Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon at the Advance Rate, minus (iv) the
proceeds, if any, received during the month in which such determination was
made, to the extent applied as recoveries of interest at the Remittance Rate and
to principal of the Mortgage Loan.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
Realized Losses will not be allocated to reduce the Bond Principal Amounts of
the Bonds.
"Record Date": With respect to any Class of Bonds, the Ownership
Certificate or the Holding Trust Certificate for any Payment Date, the last
Business Day of the month immediately preceding the month in which the related
Payment Date occurs (or, in the case of the first Payment Date, the Closing
Date).
"Redemption Date": The Payment Date specified by the Indenture
Trustee for the redemption of Bonds of any Class pursuant to Section 11.01 of
the Indenture.
"Redemption Price": The greater of (i) the Bond Redemption Amount
and (ii) the aggregate fair market value of the Mortgage Loans and any REO
Properties included in the Trust Estate.
"Registration Statement": The Depositor's Registration Statement on
Form S-3, No. 333-61305, which was filed with the Commission pursuant to the
Securities Act and declared effective on November 20, 1998.
"Registered Bond": Any Bond registered under the Securities Act.
"Registered Holder": The Person whose name appears on the Bond
Register on the applicable Record Date.
"REIT": A "real estate investment trust" within the meaning of
Section 856(a) of the Code.
"Remittance Date": With respect to each Payment Date, one Business
Day preceding such Payment Date.
"Remittance Rate": With respect to any Mortgage Loan as of any
Payment Date, the per annum rate equal to the excess of the related Mortgage
Interest Rate (without giving effect to any modification, waiver, or amendment
or other reduction thereof following the Cut-Off Date) after giving effect to
the Master Servicer Fee and the Indenture Trustee Fee on the Mortgage Loans as
of the Due Date in the month preceding the month in which such Payment Date
occurs.
"Remittance Report": The report prepared pursuant to Section 4.09(a)
of the Servicing Agreement.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The trust account or accounts created and maintained
by the Master Servicer pursuant to Section 6.06 of the Servicing Agreement which
shall be entitled "Banc One Mortgage Capital Markets, LLC, in trust for LaSalle
National Bank, as Indenture Trustee, in trust for Holders of ICCMAC Multifamily
and Commercial Trust 1999-1, Collateralized Mortgage Bond Series 1999-1, REO
Account" and which must be an Eligible Account.
"REO Account Report": The report prepared pursuant to Section
6.08(b) of the Servicing Agreement.
"REO Acquisition": The acquisition by the Special Servicer on behalf
of the Issuer for the benefit of the Bondholders of any Mortgaged Property.
"REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Special Servicer on behalf of the
Issuer through foreclosure or by deed in lieu of foreclosure, or otherwise in
connection with a defaulted Mortgage Loan, until the Special Servicer has
determined that all amounts that it reasonably expects to recover from or on
account of such Mortgage Loan have been recovered, whether from Excess
Condemnation Proceeds, Excess Insurance Proceeds, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or otherwise (in which
case such Mortgage Loan shall no longer be an REO Mortgage Loan).
"REO Proceeds": Proceeds received in respect of any REO Property
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Issuer and is part of the Trust Estate securing the
Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in
connection with a defaulted Mortgage Loan.
"Representative": J.P. Morgan Securities Inc., acting on behalf of
the several Underwriters pursuant to the Underwriting Agreement.
"Request for Release and Receipt of Documents": A written Request
for Release and Receipt of Documents, substantially in the form of Exhibit B to
the Servicing Agreement.
"Required Rating": For purposes of the definition of "Permitted
Investments" the following ratings:
(a) with respect to commercial paper, short-term debt obligations or
other short-term deposits, the highest short-term rating category of each Rating
Agency (or, if such obligations are not rated by DCR, any two nationally
recognized statistical rating organizations, which shall include Standard &
Poor's and any other rating agency which rates such obligations or deposits; or
(b) with respect to long-term debt obligations, the highest
long-term rating category of each Rating Agency (or, if such obligations are not
rated by DCR, any two nationally recognized statistical rating organizations,
which shall include Standard & Poor's and any other rating agency which rates
such obligations or deposits.
"Resolution": A copy of a resolution certified by an Authorized
Officer of the Owner Trustee to have been duly adopted by the Owner Trustee and
to be in full force and effect on the date of such certification.
"Responsible Officer": As used with respect to the Indenture Trustee
or the Fiscal Agent, any officer assigned to and working in its Asset Backed
Securities Trust Services Group with direct responsibility for the
administration of the Servicing Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
As used with respect to the Owner Trustee, any officer of the Owner
Trustee assigned to the Owner Trustee's Office with direct responsibility for
the administration of the Owner Trust Agreement and also, with respect to a
particular matter, any officer of the Owner Trustee employed within the Owner
Trustee's Office, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Responsible Officer,
such an officer whose name appears on a list of corporate trust officers
furnished to the Depositor and the Indenture Trustee by the Owner Trustee, as
such list may from time to time be amended.
As used with respect to the Holding Trustee, any officer of the
Holding Trustee assigned to the Holding Trustee's Office with direct
responsibility for the administration of the Holding Trust Agreement and also,
with respect to a particular matter, any officer of the Holding Trustee employed
within the Holding Trustee's Office, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, and, in the case of any certification required to be signed
by a Responsible Officer, such an officer whose name appears on a list of
corporate trust officers furnished to the Trustor by the Holding Trustee, as
such list may from time to time be amended.
"Retained Public Bonds": The Class D and Class E Bonds.
"Rule 144A": Rule 144A under the Securities Act.
"Scheduled Payments": Any of the Class S Scheduled Payments and the
Class X Scheduled Payments, as applicable.
"Securities Act": The Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.
"Servicer": The Master Servicer or the Special Servicer, as
applicable.
"Servicer Event of Default": One or more of the events described
in Section 9.01 of the Servicing Agreement.
"Servicing Agreement": The Servicing Agreement dated as of February
1, 1999, among the Issuer, the Indenture Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, and any amendments or supplements thereto.
"Servicing Expense": Any fees, expenses or advances payable or
reimbursable to the Master Servicer or the Special Servicer under the Servicing
Agreement or otherwise in connection with the servicing and administration of
the Mortgage Collateral thereunder.
"Servicing Fee": With respect to any Mortgage Loan and (a) the
Master Servicer, the Master Servicer Fee; or (b) the Special Servicer, the
Special Servicing Fee, as applicable.
"Servicing Files": With respect to any Mortgage Loan:
(i) each related appraisal;
(ii) any related physical assessment report;
(iii)any related Environmental Site Assessment;
(iv) each related Insurance Policy required by the terms of the
Mortgage Loan Documents together with proof of payment of
premiums relating thereto; and
(v) any and all documents in the possession of the Mortgage Loan
Seller or any Affiliate or agent thereof generated or obtained in
connection with the origination or servicing of such Mortgage
Loan (other than any document included in the definition of
"Mortgage Loan File").
"Servicing Officer": With respect to any Servicer, any Assistant
Treasurer, Assistant Secretary, Assistant Vice President, Vice President or
other employee of such Servicer or its general partner, if applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans
under the Servicing Agreement and authorized to act on behalf of such Servicer,
as designated by inclusion on a list of such Persons furnished to the Indenture
Trustee and each other Servicer by the related Servicer, as such list may from
time to time be amended by the related Servicer.
"Servicing Transfer Date": The date after (i) the occurrence of a
Servicing Transfer Event and (ii) the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
6.02(c) of the Servicing Agreement.
"Servicing Transfer Event": The occurrence of any of the following
with respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or order
for such proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment, occurred
which is not reasonably susceptible of cure within the time periods and on the
terms and conditions, if any, provided in the related Mortgage; (vii) the
related Mortgaged Property becomes REO Property; (viii) if for any reason, the
Master Servicer cannot enter into an assumption agreement upon the transfer by
the related Mortgagor of the Mortgage; or (ix) an event has occurred which, in
the reasonable judgment of the Master Servicer, has or will materially and
adversely affect the value of the Mortgaged Property.
"Shortfall Amount": Any Class S Shortfall or Class X Shortfall,
as applicable.
"Special Servicer's Appraisal Reduction Estimate": Any estimate of
the value of a Mortgaged Property prepared by the Special Servicer as required
by Section 6.13(a) of the Servicing Agreement.
"Special Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, or its successors in interest or any
successor special servicer appointed as such as provided in the Servicing
Agreement.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Payment Date, an amount equal to one-twelfth of the
product of (a) the Special Servicing Fee Rate and (b) the Stated Principal
Balance of each Specially Serviced Mortgage Loan or REO Mortgage Loan as of the
Due Date in the preceding calendar month, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Special Servicing Fee Rate": A fee rate of 0.45%.
"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect
to which a Servicing Transfer Event has occurred and which has not ceased to be
a Specially Serviced Mortgage Loan pursuant to Section 6.10 of the Servicing
Agreement.
"Specially Serviced Mortgage Loan Status Report": With respect to
any Mortgage Loan, shall have the meaning set forth in Section 6.08 of the
Servicing Agreement.
"Standard & Poor's": Standard & Poor's Rating Services, a division
of the McGraw-Hill Companies, Inc. or its successor in interest.
"State": Any one of the 50 states of the United States of America,
or the District of Columbia.
"Stated Maturity Date": June 1, 2030, which is the Payment Date
occurring two years after the scheduled Loan Maturity Date of the latest
maturing Mortgage Loan.
"Stated Principal Balance": With respect to any Mortgage Loan
(other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (x) the related Cut-Off Date Balance, minus (y) the sum, without
duplication, of:
(i) the principal portion of each Monthly Payment and Balloon Payment
due on such Mortgage Loan after the Cut-Off Date, to the extent
received from the Mortgagor or advanced by the Master Servicer,
Indenture Trustee or Fiscal Agent (in the case of any delinquent
Monthly Payment) and distributed to Bondholders prior to such
date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-Off Date, to the extent distributed to
Bondholders prior to such date of determination.
(iii)the principal portion of all Insurance Proceeds and Liquidation
Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date, to the extent distributed to Bondholders prior to
such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred
prior to the end of the Collection Period for the most recent
Payment Date.
With respect to any REO Mortgage Loan, as of any date of determination, an
amount (not less than zero) equal to (x) the Stated Principal Balance of the
related Mortgage Loan as of the date of the related REO Acquisition, minus (y)
the sum of:
(i) the principal portion of each P&I Advance made with respect to
such REO Mortgage Loan that was distributed to Bondholders prior
to such date of determination; and
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds received with respect to such REO
Mortgage Loan, to the extent distributed to Bondholders prior to
such date of determination.
A Mortgage Loan shall be deemed to be owned by the Issuer and pledged as
Collateral to secure the Bonds and to have an outstanding Stated Principal
Balance through and including the Payment Date on which the proceeds, if any,
received in connection with a Liquidation Event in respect thereof are to be
distributed to Bondholders.
"Successor Person": As defined in Section 3.13(a) of the Indenture.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a Bond.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Bond.
"Transferor": Any Person who is Transferring any Ownership Interest
in a Bond.
"Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer or a Trust Estate) of the United States
Department of the Treasury.
"Trust": The Issuer.
"Trust Estate": The corpus of the Trust created by the Depositor as
of the Closing Date and to be administered pursuant to the Deposit Trust
Agreement, consisting of all of the Issuer's right, title and interest in and to
any and all benefits accruing to the Issuer from: (a) the Mortgage Loans listed
in the Mortgage Loan Schedule annexed to the Indenture as Schedule I, and all
payments thereon after the Cut-Off Date (excluding the right to receive
Prepayment Premiums with respect to the Mortgage Loans), together with the
related Mortgage Loan Files and Servicing Files and the Issuer's interest in any
Mortgaged Property that secured any such Mortgage Loan, but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date;
(b) the rights of the Issuer to enforce remedies against the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement, against the Administrator under the Administration
Agreement, against the Depositor under the Deposit Trust Agreement and, as
assignee of the Depositor, against the Mortgage Loan Seller under the Mortgage
Loan Purchase Agreement or the Loan Originator under the Warranty Agreement; (c)
the Payment Account; (d) the Collection Account; (e) all present and future
claims, demands, causes and choses in action in respect of the foregoing,
including the rights of the Issuer under the Pledged Mortgage Loans; and (f) all
proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"Trustor": The Mortgage Loan Seller, solely in its capacity as the
trustor of the Holding Trust created pursuant to the Holding Trust Agreement.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana or the Commonwealth of Puerto Rico,
the comparable provisions of Louisiana or Puerto Rico Law, as applicable.
"Unaffiliated Party": With respect to any Person, any Person other
than an Affiliate.
"Underwriters": J.P. Morgan Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC (an Affiliate of the Depositor and the
Mortgage Loan Seller).
"Underwriting Agreement": A certain underwriting agreement, dated
March 5, 1999, among the several Underwriters, as purchasers of the Underwritten
Bonds, the Depositor and the Mortgage Loan Seller.
"Underwritten Bonds": The Class A-1, Class A-2, Class S, Class A-3,
Class B and Class C Bonds.
"Uniform Commercial Code" or "UCC": The Uniform Commercial Code as
in effect in any applicable jurisdiction, as amended from time to time.
"U.S. Person": 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 as of
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Bonds which is assigned to any Class of Bond as of the date of determination.
The voting rights shall be (i) (A) 2.0% in the case of the Class S Bonds,
provided that the Voting Rights of the Class S Bonds shall be reduced to zero
upon the payment in full of all the Class S Scheduled Payments and any unpaid
Class S Shortfalls and accrued interest thereon (B) 1.0% in the case of the
Class X Bonds, provided that the Voting Rights of the Class X Bonds will be
reduced to zero upon the payment in full of all the Class X Scheduled Payments
and any unpaid Class X Shortfalls and accrued interest thereon (as used in this
definition, the sum of such percentages from time to time, is referred to as the
"Fixed Voting Rights Percentage"); and (ii) in the case of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to product of (A) 100% minus the Fixed Voting Rights
Percentage multiplied by (B) a fraction, the numerator of which is equal to the
aggregate Outstanding Bond Principal Amount of any such Class (the Bond
Principal Amount of each of the Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-3 Bonds shall be notionally reduced, in that order
and solely for the purposes of determining the Voting Rights of the related
Class on any such Payment Date to the extent of any Appraisal Reduction Amounts
and Realized Losses notionally allocated to such Class, if applicable, on such
Payment Date) and the denominator of which is equal to the aggregate Outstanding
Bond Principal Amounts of all Classes of Bonds (other than the Class S and Class
X Bonds), which shall be reduced solely for this purpose by the aggregate amount
of any Appraisal Reduction Amounts and Realized Losses notionally allocated to
such Classes, if applicable. To the extent that the aggregate of the Appraisal
Reduction Amounts and Realized Losses for any Payment Date exceed the Bond
Principal Amount for any Class, such excess will be applied to notionally reduce
the Bond Principal Amount of the next most subordinate Class of Bonds on such
Payment Date solely for such purpose, provided, however, that no Bond Principal
Amount in respect of any such Class may be notionally reduced below zero. The
Voting Rights of any Class of Bonds shall be allocated among the Bondholders of
such Class in proportion to their respective Percentage Interests.
"Weighted Average Remittance Rate": With respect to any Payment
Date, (i) the rate per annum equal to the weighted average, by Stated Principal
Balance, expressed as a percentage and rounded to eight decimal places, of the
Remittance Rates on the Mortgage Loans prior to giving effect to distributions
thereon in the Collection Period immediately preceding such Payment Date, less
(ii) the Additional Fee Rate; provided that for purposes of calculating the
Weighted Average Remittance Rate, the Mortgage Interest Rates will not reflect
any default interest or increase in a Mortgage Interest Rate occurring after the
related Loan Maturity Date. The Mortgage Interest Rates will also be determined
without regard to any Mortgage Loan modifications, waivers or amendments entered
into after the Cut-Off Date. If a Mortgage Loan accrues interest based on a
360-day year consisting of twelve 30-day months, its interest rate for any month
that is not a 30-day month will be recalculated so that the amount of interest
that would accrue at that rate in such month, calculated based on the actual
number of days elapsed in such month and a 360-day year, will equal the amount
of interest that actually accrues on that Mortgage Loan in that month.
"Workout Fee": The fee payable at the Workout Fee Rate to the
Special Servicer with respect to each Corrected Mortgage Loan.
"Workout Fee Rate": A fee with respect to a Corrected Mortgage Loan
of 1.0% of each collection of interest (other than default interest) and
principal (including Monthly Payments, Principal Prepayments, and Balloon
Payments at the Loan Maturity Date), received on each Corrected Mortgage Loan
for so long as it remains a Corrected Mortgage Loan.
<PAGE>
SCHEDULE I
MORTGAGE LOAN SCHEDULE
<TABLE>
ICCMAC Multifamily and Commercial Trust 1999-1
Collateralized Mortgage Bonds 1999-1
<CAPTION>
Original Cut-Off
Loan Id Property Address City State ZIP Code Balance Date Balance
- --------- ----------------------------------------- ---------------- ------ -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
1630010860 1029 S RECORD AVE LOS ANGELES CA 90023 $175,000 $167,199
1650010884 9863 ALONDRA BLVD BELLFLOWER CA 90706 $208,000 $188,994
1650010970 1514-1516 W MANCHESTER BLVD LOS ANGELES CA 90047 $189,200 $181,507
1650010992 4243-4247 BURNS AVE LOS ANGELES CA 90029 $203,400 $194,572
1650011009 1137 E. 7TH ST. LONG BEACH CA 90813 $185,000 $166,674
1650011176 127 N. CHICAGO STREET LOS ANGELES CA 90033 $157,250 $152,792
1650011307 133-135 1/2 73RD STREET LOS ANGELES CA 90003 $117,000 $111,636
1650011353 1537 PINE AVENUE LONG BEACH CA 90813 $180,000 $174,363
1650012477 3926 DALTON AVENUE LOS ANGELES CA 90062 $157,250 $154,248
1650012536 1746 HAUSER BLVD. LOS ANGELES CA 90019 $166,500 $163,510
1650013002 240-244 WEST OLIVER STREET LOS ANGELES CA 90731 $106,250 $103,843
1650013105 437-441 1/2 WEST 4TH STREET LONG BEACH CA 90802 $116,400 $111,533
1650013429 4005 URSULA AVE LOS ANGELES CA 90008 $322,150 $319,477
1650013432 4238 8TH AVE LOS ANGELES CA 90008 $187,000 $185,446
1650013626 4506-4514 & 1/2 South Normandie Avenue Los Angeles CA 90037 $167,000 $165,782
1700010320 3860 WEST 139TH STREET HAWTHORNE CA 90250 $115,500 $104,052
1700010420 5308 LANKERSHIM BLVD NORTH HOLLYWOOD CA 91601 $85,000 $79,867
1700010464 7494-7501 SANTA MONICA BLVD WEST HOLLYWOOD CA 90046 $175,000 $167,605
1700010497 17326 WOODRUFF AVENUE BELLFLOWER CA 90706 $350,000 $334,559
1720010854 5518-5530 LONG BEACH BLVD LONG BEACH CA 90805 $230,000 $175,882
1720010996 10142-10142 1/2 RIVERSIDE DR NORTH HOLLYWOOD CA 91602 $195,000 $186,334
1720011304 2408-2416 SLAUSON AVENUE LOS ANGELES CA 90043 $142,200 $138,624
1720012241 10300 PRAIRE AVENUE INGLEWOOD CA 90303 $157,250 $152,564
1720012333 2314-2330 SOUTH VERMONT AVENUE LOS ANGELES CA 90007 $275,000 $269,675
1720012709 501 E. 23RD ST. LOS ANGELES CA 90011 $208,250 $197,638
1720012974 118-118 1/2 NORTH MAIN STREET LAKE ELSINORE CA 92530 $71,600 $70,046
2700010913 8583 MELROSE AVENUE WEST HOLLYWOOD CA 90069 $243,750 $237,088
3650011398 427 SOUTH BARRANCA AVE. #1-12 COVINA CA 91723 $230,000 $129,894
3650011409 1042 THE STRAND HERMOSA BEACH CA 90254 $240,000 $157,840
3650011416 5236 KESTER AVE. VAN NUYS CA 91408 $180,000 $84,764
3650011424 1528 PROSPECT AVENUE SAN GABRIEL CA 91776 $92,021 $11,255
3700011598 125 SOUTH MAIN FALLBROOK CA 92028 $300,000 $262,759
3700011892 2155-2187 EAST HUNTINGTON DRIVE DUARTE CA 91010 $800,000 $576,797
3720011393 22200 MAIN STREET CARSON CA 90540 $275,000 $57,421
3720011402 1848 SARATOGA AVENUE SAN JOSE CA 95129 $300,000 $63,502
3720011403 240 G STREET DAVIS CA 95616 $112,000 $42,335
3720011404 619 S. BROOKHURST ST ANAHEIM CA 92804 $270,000 $89,935
3720011405 897 W. EL CAMINO REAL SUNNYMEAD CA 94087 $125,000 $48,403
3720011427 3343-3345 STATE STREET SANTA BARBARA CA 93102 $350,000 $68,080
3720011432 2509 & 2519 N. LAKE AVENUE ALTADENA CA 91107 $125,986 $103,887
3720011612 230 G STREET DAVIS CA 95617 $388,000 $148,012
3720011616 3117 EAST GARVEY AVENUE NORTH WEST COVINA CA 91790 $425,000 $10,175
21630011696 349 N. VECINO DRIVE COVINA CA 91723 $199,500 $194,940
21630012785 526 S. UNION AVE Los Angeles CA 90017 $269,000 $266,652
21630012904 6917 PLASKA AVENUE Huntington Park CA 90255 $133,000 $130,965
21630012928 19136 SHERMAN WAY Reseda CA 91335 $132,300 $120,176
21630012931 707-709 CRENSHAW BLVD. LOS ANGELES CA 90005 $182,000 $178,547
21630012954 10220 S. BROADWAY Los Angeles CA 90003 $156,500 $154,375
21630012959 1113-1119 PACIFIC AVE Long Beach CA 90813 $126,225 $124,298
21630012960 950 NORTH ACACIA AVENUE Compton CA 90220 $165,000 $162,215
21630012972 10227 SOUTH 10TH AVENUE INGLEWOOD CA 90303 $145,000 $142,904
21630012973 10204 TUJUNGA CANYON BLVD. Tujunga CA 91042 $156,000 $153,774
21630012975 6889 LONG BEACH BLVD. Long Beach CA 90805 $385,000 $379,772
21630012976 6867-6877 LONG BEACH BLVD. Long Beach CA 90805 $280,000 $276,197
21630012977 815 GREEN AVENUE Los Angeles CA 90017 $180,320 $177,871
21630012990 1430 CHESTNUT AVE. Long Beach CA 90813 $147,000 $145,004
21630012992 11720 RUNNYMEDE STREET North Hollywood CA 91605 $686,000 $676,417
21630013010 3147-3155 EL SEGUNDO BLVD. Lynwood CA 90262 $620,000 $611,816
21630013027 2422 MALABAR STREET LOS ANGELES CA 90033 $109,900 $108,354
21630013028 401-407 11TH AVENUE Greeley CO 80631 $132,850 $131,018
21630013029 415 S. BOYLE AVE. Los Angeles CA 90033 $221,000 $217,999
21630013030 3600-3602 BELL AVENE Bell CA 90201 $156,000 $153,996
21630013032 12315 BURBANK BLVD. Los Angeles CA 91607 $136,500 $134,547
21630013034 940 ARAPAHOE ST. Los Angeles CA 90006 $385,000 $379,881
21630013037 2923-29 LIBERTY BLVD. SOUTH GATE CA 90280 $152,750 $151,323
21630013045 13633 DOTY AVENE Hawthorne CA 90250 $1,350,000 $1,331,398
21630013048 1617 E. 6TH ST. Long Beach CA 90802 $221,250 $218,263
21630013050 430 GAVIOTA AVENUE Long Beach CA 90802 $285,000 $281,153
21630013063 4906 AUGUST STREET Los Angeles CA 90008 $260,000 $256,454
21630013064 21125 SATICOY ST Canoga Park CA 91304 $711,000 $701,591
21630013068 6812-20 WOODMAN AVE VAN NUYS CA 91405 $240,000 $236,974
21630013070 1040 OHIO AVENUE Long Beach CA 90804 $213,000 $210,124
21630013071 612-620 1/2 SOUTH EASTERN AVENUE Los Angeles CA 90022 $168,000 $165,164
21630013090 4562-4574 E LESTER ST TUCSON AZ 85712 $129,000 $127,349
21630013109 2919 CARMONA AVENUE Los Angeles CA 90016 $146,250 $144,400
21630013111 131 MCCLELLAND STREET Salt Lake City UT 84102 $130,000 $128,265
21630013137 318 E. LOUISE ST. Long Beach CA 90805 $122,500 $119,638
21630013143 1365 NEWPORT AVENUE Long Beach CA 90804 $210,000 $207,208
21630013149 1614 CHERRY AVE. Long Beach CA 90804 $207,750 $205,066
21630013152 1520 LOCUST AVE. Long Beach CA 90813 $100,750 $99,542
21630013164 219 N. AVENUE 51 Los Angeles CA 90042 $924,000 $911,366
21630013185 685 SOUTH CORONADO STREET Los Angeles CA 90057 $219,000 $216,654
21630013186 9173 WOODMAN AVENUE Pacoima CA 91331 $159,250 $157,455
21630013193 938 EAST 6TH STREET Long Beach CA 90802 $165,000 $162,712
21630013195 3276 SOUTH POLK STREET Dallas TX 75224 $178,750 $176,648
21630013204 1419 SOUTH TAMARIND AVENUE Compton CA 90220 $130,000 $122,433
21630013207 413 W. QUEEN ST. Inglewood CA 90301 $155,400 $150,487
21630013216 1250 NORTH H STREET OXNARD CA 93030 $600,000 $593,947
21630013217 3835 WISCONSIN STREET Los Angeles CA 90037 $122,500 $121,036
21630013218 406 N. NORMANDIE AVENUE Los Angeles CA 90004 $164,500 $149,496
21630013222 6122 MESA AVENUE Los Angeles CA 90042 $77,000 $75,976
21630013241 4852 WEST AVENUE L-10 Quartz Hill Area CA 93536 $176,250 $174,143
21630013243 6525 NORTH FULTON AVENUE VAN NUYS CA 91401 $224,700 $221,926
21630013246 2710 W. 141ST. PLACE Gardena CA 90249 $157,750 $155,956
21630013256 10400-10404 S. CRENSHAW BLVD. Inglewood CA 90303 $297,500 $294,149
21630013258 6113 WEST FOUNTAIN AVENUE Los Angeles CA 90028 $352,000 $348,035
21630013263 10029 SEPULVEDA BLVD MISSION HILLS CA 91345 $120,000 $116,976
21630013265 6846 LAUREL CANYON BLVD. North Hollywood CA 91605 $129,500 $125,118
21630013266 14931 ROSCOE BLVD VAN NUYS CA 91402 $787,500 $778,629
21630013272 648 W 92ND ST LOS ANGELES CA 90044 $288,750 $285,483
21630013273 732 W. 76TH STREET Los Angeles CA 90044 $116,250 $114,860
21630013275 1140 S WESTMORELAND AVE Los Angeles CA 90006 $136,500 $134,895
21630013276 169 S BURLINGTON AVE LOS ANGELES CA 90057 $148,750 $146,519
21630013281 3577 SANBORN AVENUE Lynwood CA 90262 $176,000 $173,986
21630013306 833-839 GAVIOTA AVENUE Long Beach CA 90813 $324,100 $320,433
21630013307 1132 N. WILMINGTON BOULEVARD Wilmington CA 90744 $937,500 $927,258
21630013310 1812 S. BONNIE BRAE STREET Los Angeles CA 90006 $105,000 $103,812
21630013311 211 & 217 E. 24TH STREET Los Angeles CA 90011 $236,250 $233,537
21630013320 1017 MYRTLE AVENUE Inglewood CA 90301 $168,000 $166,133
21630013340 1518 N. SPURGEON STREET Santa Ana CA 92701 $607,500 $600,363
21630013341 215 E. 15TH STREET Santa Ana CA 92701 $1,822,500 $1,802,174
21630013345 12521 SATICOY STREET North Hollywood CA 91605 $232,500 $230,018
21630013346 1354,1374,1378,1384,1388 & 1394 5TH AVE Upland CA 91786 $1,760,000 $1,741,045
21630013351 4210 VERDUGO ROAD Los Angeles CA 90065 $175,000 $173,118
21630013353 607 E WALNUT ST SANTA ANA CA 92701 $123,500 $122,356
21630013361 5316-28 MAYWOOD AVE & 3501-07 E 53RD ST MAYWOOD CA 90270 $172,000 $170,342
21630013367 2200 TOBERMAN ST LOS ANGELES CA 90007 $126,000 $124,711
21630013374 5934 WOODMAN AVE VAN NUYS CA 91401 $191,750 $189,796
21630013378 1445 SOUTH CLOVERDALE AVENUE LOS ANGELES CA 90019 $205,000 $203,014
21630013380 978 S HARVARD BLVD LOS ANGELES CA 90006 $143,000 $125,253
21630013382 2202 W GLENROSA AVE PHOENIX AZ 85015 $550,000 $544,322
21630013387 12444-12512 OXFORD AVE HAWTHORNE CA 90250 $675,000 $667,276
21630013392 450 SOUTH WITMER STREET LOS ANGELES CA 90017 $237,250 $235,238
21630013393 5705 CARLTON WAY LOS ANGELES CA 90028 $259,000 $256,500
21630013404 1246 W 93RD ST LOS ANGELES CA 90044 $142,500 $140,889
21630013415 2125 N 15TH ST PHOENIX AZ 85006 $270,000 $267,338
21630013416 4169 WEST 1ST STREET LOS ANGELES CA 90004 $150,500 $148,810
21630013418 1016 E BROADWAY GLENDALE CA 91205 $1,431,000 $1,417,976
21630013422 916 S MANHATTAN PL LOS ANGELES CA 90019 $525,000 $519,724
21630013423 11944 RUNNYMEDE ST NORTH HOLLYWOOD CA 91605 $230,000 $227,688
21630013433 1868 GARDENIA AVE LONG BEACH CA 90806 $125,650 $124,386
21630013434 942 MENLO AVE LOS ANGELES CA 90006 $210,000 $207,886
21630013444 26829 HILLVIEW ST HIGHLAND CA 92346 $160,000 $158,455
21630013445 3568 BUDLONG AVE LOS ANGELES CA 90037 $107,250 $106,271
21630013448 7254 INDEPENDENCE AVE CANOGA PARK CA 91303 $158,625 $157,026
21630013457 220-238 ROSELAKE AVE LOS ANGELES CA 90026 $146,250 $144,835
21630013462 1377 W 112TH ST LOS ANGELES CA 90044 $210,000 $207,248
21630013466 1601-1603 1/2 HAYWORTH AVENUE LOS ANGELES CA 90035 $115,000 $113,814
21630013467 978 S KENMORE AVE LOS ANGELES CA 90006 $135,900 $134,527
21630013481 6837 FULTON AVE NORTH HOLLYWOOD CA 91605 $131,250 $130,017
21630013482 9329 GLASGOW PL LOS ANGELES CA 90045 $240,337 $237,998
21630013483 8633 & 8637 CEDROS AVE Panorama City CA 91402 $241,500 $238,983
21630013492 421 MCDONALD AVENUE WILMINGTON CA 90744 $163,125 $160,306
21630013497 7862 LANKERSHIM BLVD HIGHLAND CA 92408 $707,000 $700,029
21630013499 225 W 43RD ST LOS ANGELES CA 90037 $85,250 $84,527
21630013511 712 NAPLES DR Las Vegas NV 89119 $275,000 $272,713
21630013513 1004-1084 BADEN AVENUE GROVER BEACH CA 93433 $275,000 $272,036
21630013518 1131 14TH ST SANTA MONICA CA 90403 $510,000 $504,952
21630013520 3808 AGNES AVE LYNWOOD CA 90262 $161,250 $159,839
21630013523 1437-1443 WEST 105TH ST Los Angeles CA 90047 $721,650 $677,545
21630013548 911-923 S LEONARD AVE Los Angeles CA 90022 $140,000 $138,609
21630013550 4218 N 17TH ST Phoenix AZ 85012 $113,750 $112,704
21630013551 310 N PARKMAN AVE Los Angeles CA 90026 $353,500 $350,078
21630013553 1736 W MARINE AVE Gardena CA 90247 $352,500 $349,070
21630013554 348-370 S BERENDO ST Los Angeles CA 90020 $288,750 $285,956
21630013559 1929 ECHO PARK AVE Los Angeles CA 90026 $250,000 $247,777
21630013560 904 E ACACIA AVE Glendale CA 91205 $164,500 $162,995
21630013571 784 ROSE AVE Long Beach CA 90813 $192,750 $190,875
21630013572 1119 DAWSON AVE Long Beach CA 90804 $192,750 $190,875
21630013577 168 N AZUSA AVE Azuza CA 91702 $165,000 $163,401
21630013580 6652 SYLMAR AVE Van Nuys CA 91405 $202,500 $191,567
21630013582 19116 COLLINS ST Los Angeles CA 91324 $210,000 $207,964
21630013595 1370-1390 W 2OTH ST Los Angeles CA 90007 $280,000 $277,543
21630013598 4618-4624 E INYO AVE Fresno CA 93727 $165,000 $162,600
21630013599 366-368 W PALMER AVE Glendale CA 91204 $87,500 $86,655
21630013600 4165 W SLAUSON Los Angeles CA 90043 $400,000 $396,295
21630013617 1919 & 1927 EAST CENTER ST Anaheim CA 92805 $2,050,000 $2,033,589
21630013619 427 FIRIMIN ST/ 426 N BIXEL ST Los Angeles CA 90026 $130,000 $128,803
21630013629 119 S BONNIE BRAE ST Los Angeles CA 90057 $270,000 $267,798
21630013640 8974 CYPRESS AVE South Gate CA 90280 $217,500 $215,529
21630013648 10422 ELDORA AVE LOS ANGELES CA 91040 $245,000 $242,937
21630013651 3560 BRENTON AVE Lynwood CA 90262 $161,250 $159,760
21630013652 12514, 12520, 12524 & 12530 OXNARD ST North Hollywood CA 91606 $600,000 $594,444
21630013659 914-920 S GRAMERCY DR Los Angeles CA 90019 $405,000 $401,434
21630013663 846 W 80TH ST Los Angeles CA 90044 $157,500 $130,942
21630013669 6857 FRANKLIN AVE Los Angeles CA 90028 $386,250 $382,839
21630013670 13714-13716 KORNBLUM AVE HAWTHORNE CA 90250 $652,500 $645,172
21630013675 3310 E RANSOM ST Long Beach CA 90804 $112,500 $111,804
21630013677 123-125 S ALEXANDRIA AVE Los Angeles CA 90004 $296,250 $293,610
21630013678 8145 LANGDON AVE Van Nuys CA 91406 $500,000 $495,458
21630013683 3850 West 102nd Street Inglewood CA 90304 $595,000 $588,208
21630013684 3700, 3710, 3720, 3730 KINGS ROW RENO NV 89503 $400,000 $396,995
21630013685 6928 RADFORD AVE North Hollywood CA 91605 $186,750 $184,482
21630013689 1775 W 96TH ST Los Angeles CA 90047 $120,000 $118,842
21630013691 926-932 South Fedora Street Los Angeles CA 90006 $303,600 $301,381
21630013704 3010 1/2-3016 ASBURY ST Los Angeles CA 90065 $199,500 $197,869
21630013713 1411 E 61ST ST Los Angeles CA 90001 $157,500 $156,212
21630013715 324-330 N INDIAN HILL BLVD. CLAREMONT CA 91711 $347,000 $343,476
21630013717 100 North Normandie Avenue Los Angeles CA 90004 $161,250 $158,668
21630013722 1061 St. Louis Avenue Long Beach CA 90804 $187,500 $185,830
21630013724 239 S NORMANDIE Los Angeles CA 90004 $307,500 $305,098
21630013741 717 WEST 80TH ST Los Angeles CA 90044 $438,750 $434,968
21630013742 858 W 80TH ST Los Angeles CA 90044 $255,000 $252,802
21630013768 1441 North Edison Blvd. Burbank CA 91505 $390,500 $387,428
21630013779 13637 Cordary Avenue Hawthorne CA 90250 $787,500 $782,764
21630013784 2002 Sunset Blvd. Los Angeles CA 90026 $375,000 $372,068
21630013803 1309-1313 North Willowbrook Avenue Compton CA 90222 $233,000 $231,260
21630013830 6027 Makee Ave. Los angeles CA 90001 $175,000 $173,777
21630013831 737-747 South Boyle Ave. Los Angeles CA 90023 $189,000 $187,684
21630013841 1117 South Lake Street Burbank CA 91504 $498,500 $495,020
21630013843 1712 Peyton Avenue Burbank CA 91504 $435,500 $432,460
21630013845 2320 N Catalina Street Burbank CA 91504 $376,000 $373,375
21630013848 4018 Monroe Street Los Angeles CA 90029 $150,000 $148,951
21630013858 3532-3540 E 52nd Street Maywood CA 90270 $252,800 $251,444
21630013873 854 E. Adams Blvd. Los Angeles CA 90011 $325,000 $322,605
21630013874 11822 Vanowen Street & 6756 Hinds Avenue Los Angeles CA 91605 $191,250 $189,905
21630013884 20381 Broken Bow Rd. Apple Valley CA 92307 $42,000 $41,705
21630013886 1070 Saint Louis Ave. Long Beach CA 90804 $161,250 $160,148
21630013892 2162 Elm Avenue Long Beach CA 90806 $176,250 $175,045
21630013902 409-419 E. Acacia St. Ontario CA 91761 $225,000 $223,463
21630013903 3189 Euclid Avenue Lynwood CA 90262 $776,250 $771,846
21630013919 1717 & 1721 N Spurgeon Street Santa Ana CA 92706 $924,000 $918,337
21630013935 824-828 South Glendale Ave. Glendale CA 91205 $419,187 $416,530
21630013953 170-172,174-176,178-180,200-202,204-206 Los Angeles CA 90003 $91,488 $90,944
E 65th Street
21630014004 1015 K Street Bakersfield CA 93304 $155,000 $154,238
21630014015 6629-6635 Ajax Avenue Bell Gardens CA 90201 $172,250 $171,316
21630014047 25816 President Avenue Harbor City CA 90710 $142,500 $141,641
21650010908 3510 N BROADWAY LOS ANGELES CA 90031 $180,000 $157,729
21650013155 5732 WARING AVE. LOS ANGELES CA 90038 $146,400 $144,681
21650013662 4517 MAPLEWOOD AVE LOS ANGELES CA 90004 $202,500 $200,773
21650013665 5615 KESTER AVE VAN NUYS CA 91411 $172,500 $171,270
21650013693 401 MERLAYNE DR HENDERSON NV 89015 $89,250 $88,323
21650013725 3846 South Grand Avenue Los Angeles CA 90037 $157,500 $156,396
21650013750 4213 Live Oak Street Cudahy CA 90201 $176,250 $172,736
21650013755 5433 Abbot Place Los Angeles CA 90042 $220,350 $219,028
21650013794 7315 Independence Avenue Canoga Park CA 91303 $550,000 $546,753
21650013796 21115 Saticoy Street Canoga Park CA 91304 $550,000 $546,834
21650013808 5659 Halbrent Ave. Los Angeles CA 91411 $117,500 $115,166
21650013837 1214 A-D E Hellman St. & 760-66 Long Beach CA 90813 $175,000 $174,106
Orange Avenue
21650013846 1504 So. St. Andrews Pl. Los Angeles CA 90016 $175,000 $174,000
21650013850 1307 & 1311 E. Peck Street Compton CA 90221 $162,000 $161,260
21650013857 4707 Rosemead Blvd. Pico Rivera CA 90660 $177,500 $176,429
21650013864 5895-5909 3/4 Makee Ave. Los Angeles CA 90001 $320,000 $318,491
21650013897 4217 Lockwood Avenue Los Angeles CA 90029 $133,000 $132,118
21650013899 13715 Cordary Avenue Hawthorne CA 90250 $1,713,250 $1,701,981
21650013904 11775 Culver Blvd. Los Angeles CA 90066 $122,000 $118,698
21650013914 16850 Verdura Avenue Paramount CA 90723 $210,000 $208,737
21650013918 645 N. New Hampshire Avenue Los Angeles CA 90004 $186,750 $185,709
21650013920 1516-1524 Owens & 929 Quincy Bakersfield CA 93305 $108,000 $107,488
21650013936 7631 Artesia Blvd. Buena Park CA 90621 $143,500 $139,358
21650013951 3976 Illinois Street San Diego CA 92104 $228,000 $219,931
21650013954 1647 W. 206th Street Los Angeles CA 90501 $177,750 $176,877
21650013955 312 Margaret Avenue Los Angeles CA 90022 $187,500 $184,890
21650013957 2024 N Commonwealth Avenue Los Angeles CA 90027 $310,375 $308,686
21650013960 817 Pine Street Santa Monica CA 90405 $322,500 $320,756
21650013989 201 E. Leatrice Lane Anaheim CA 92802 $255,555 $253,573
21650014006 1671 Patricia Avenue Simi Valley CA 93065 $431,250 $428,727
21650014007 1115 Alameda Avenue Glendale CA 91201 $435,000 $432,828
21650014011 1926 Chesnut Avenue Long Beach CA 90806 $213,750 $212,746
21650014035 4269 Garthwaite Los Angeles CA 90008 $176,500 $175,692
21650014039 2014 Chestnut Avenue Long Beach CA 90806 $210,600 $209,583
21650014040 1970 Henderson Avenue Long Beach CA 90806 $130,000 $129,372
21650014057 4533 West 17th Street Los Angeles CA 90019 $172,500 $171,667
21650014068 554 West 8th Street Los Angeles CA 90731 $231,000 $229,884
21650014075 336 South Serrano Avenue Los Angeles CA 90020 $217,000 $215,952
21700011060 7042-48 SOPHIA ST. Van Nuys CA 91413 $250,000 $245,063
21700011525 1668-1676 E. WASHINGTON BLVD. PASADENA CA 91104 $450,000 $442,111
21700011808 830 W. WILLOW AVE. Long Beach CA 90806 $42,000 $41,372
21700012620 18525 SHERMAN WAY Reseda CA 91335 $291,000 $288,045
21700012962 1670 HILLHURST AVE. Los Angeles CA 90027 $455,000 $449,136
21700013016 807 W. GRAND BLVD CORONA CA 91720 $220,000 $217,385
21700013106 8800-8920 LIMONITE AVE Riverside CA 92509 $2,915,000 $2,879,410
21700013110 1401 S. ARVILLE ST. Las Vegas NV 89102 $700,000 $692,304
21700013115 4615 SAN FERNANDO RD GLENDALE CA 91204 $110,000 $109,062
21700013118 321 AND 323 MAIN ST. El Segundo CA 90245 $200,000 $197,732
21700013121 1440 E. 17TH STREET Los Angeles CA 90021 $150,000 $148,613
21700013124 1401 W. 3RD STREET Los Angeles CA 90017 $201,000 $199,142
21700013146 14760 VENTURA BLVD. Sherman Oaks CA 91403 $663,600 $655,711
21700013167 1180-1182 1/2 EAST VERNON AVENUE Los Angeles CA 90011 $90,000 $89,261
21700013168 1439 W. JEFFERSON BLVD. Los Angeles CA 90007 $122,000 $120,998
21700013171 146,150,168, & 170 EAST BONITA AVENUE San Dimas CA 91773 $420,000 $415,544
21700013200 4864-4868 MELROSE AVE. Los Angeles CA 90029 $175,500 $173,835
21700013234 288 NORTH IRONWOOD DRIVE Apache Junction AZ 85220 $461,500 $455,450
21700013237 402 N. MONTGOMERY Ojai CA 93023 $135,000 $133,640
21700013240 3517, 3515 & 3518 SOUTH CEDAR ST. TACOMA WA 98411 $86,000 $26,279
21700013249 5933-5939 MONTEREY ROAD Los Angeles CA 90042 $253,500 $251,210
21700013288 4121 PENNSYLVANIA AVE La Crescenta CA 91214 $320,000 $316,848
21700013354 1133 CRENSHAW BLVD LOS ANGELES CA 90019 $150,000 $148,666
21700013355 1135-1137 CRENSHAW BOULEVARD LOS ANGELES CA 90019 $183,000 $181,372
21700013370 5462 2ND ST IRWINDALE CA 91706 $222,500 $220,068
21700013402 4061 TWEEDY BOULEVARD SOUTH GATE CA 90280 $78,000 $77,137
21700013442 7342 ORANGE THORPE AVE BUENA PARK CA 90621 $800,000 $791,909
21700013532 22102 CLARENDON ST Woodland Hills CA 91367 $225,000 $223,149
21700013546 2321 S HOOPER Los Angeles CA 90011 $97,800 $97,113
21700013562 408 S BEACH BLVD Anaheim CA 92804 $1,110,000 $886,756
21700013603 1043 STUART ST Lafayette CA 94549 $500,000 $495,549
21700013610 1200-1228 S GREENWOOD AVE Montebello CA 90640 $1,050,000 $1,040,150
21700013621 7714 FOUNTAIN AVE West Hollywood CA 90046 $133,250 $132,309
21700013641 23277 VENTURA BLVD Woodland Hills CA 91364 $98,000 $97,206
21700013687 11924-48 WASHINGTON BLVD. And 11925 Los Angeles CA 90066 $1,231,500 $1,217,711
Louise Ave
21700013701 18220 SHERMAN WAY Reseda CA 91335 $1,600,000 $1,582,792
21700013709 1505 South Glendale Avenue Glendale CA 91205 $136,500 $135,494
21700013840 4061 W Charleston Blvd. Las Vegas NV 89102 $270,000 $268,492
21700013847 2601-2609 W Martin Luther King Jr. Bl. Los Angeles CA 90008 $164,500 $163,427
21700014008 8823 Ocean View Avenue Whittier CA 90605 $311,250 $309,545
21700031791 1542,1544 & 1546 East Anaheim Street Long Beach CA 90813 $315,000 $304,816
21720013703 124 S GLENDALE AVE Glendale CA 91205 $285,600 $282,817
21720013721 1460 Bellflower Boulevard Bellflower CA 90706 $370,000 $367,571
21720013759 7485,89 & 95 El Camino Real Atascadero CA 93422 $600,000 $594,507
21720013781 9606 State Street South Gate CA 90280 $104,000 $103,413
21720013798 7112-16 Melrose Avenue Los Angeles CA 90046 $190,200 $187,775
21720013804 1001 S. Arrowhead San Bernadino CA 92408 $825,000 $820,414
21720013824 1021 Grandview Ave. Glendale CA 91201 $1,300,000 $1,291,073
21720013849 2115-2121 University Ave. Riverside CA 92507 $170,000 $169,154
21720013885 20502-20540 E. Arrow Highway Covina CA 91724 $1,950,000 $1,938,101
21720013915 11739 Ventura Blvd. Los Angeles CA 91604 $297,500 $296,089
21720013916 8618 Sepulveda Blvd. North Hills CA 91343 $265,000 $263,925
21720013930 7174 Melrose Avenue Los Angeles CA 90046 $354,000 $352,139
21720013938 6020-6042 S. Santa Fe Avenue/2401-2409 Huntington Park CA 90255 $662,557 $658,893
Randolph Street
21720013969 801-853 W. Palmdale Blvd. Palmdale CA 93551 $1,700,000 $1,657,068
21720013983 343 E. Plamdale Blvd. Palmdale CA 93550 $257,000 $255,802
21720013986 614 Ford Blvd/4532 & 4540 Floral Dr & Los Angeles CA 90022 $300,000 $298,829
4521 Fischer St.
21720014013 674 W. Arrow Highway San Dimas CA 91773 $900,000 $896,434
21720014037 2500-2515 Santa Monica Boulevard Santa Monica CA 90404 $1,387,500 $1,380,813
21720014042 15501-15505 South Vermont Avenue Gardena CA 90247 $305,000 $303,740
22330013086 201 W PASADENA AVE PHOENIX AZ 85013 $448,000 $443,673
22600013301 4888 JESSIE AVE LA MESA CA 91941 $437,500 $420,778
22630011247 17717 SCHERZINGER LN Santa Clarita CA 91351 $319,000 $311,587
22630012540 1334 PETERSON AVE LONG BEACH CA 90813 $153,300 $151,361
22630012726 1220-1230 CEDAR AVENUE Long Beach CA 90813 $110,500 $108,987
22630012924 927 MAGNOLIA AVENUE Long Beach CA 90813 $252,000 $248,528
22630012947 306 EASTMINISTER COURT HENDERSON NV 89015 $110,500 $109,050
22630012948 303 EASTMINISTER COURT HENDERSON NV 89015 $110,500 $109,050
22630012953 319 WEST ATLANTIC AVENUE HENDERSON NV 89015 $162,500 $160,368
22630012988 5510 N. 35TH AVENUE PHOENIX AZ 85022 $497,000 $491,479
22630012995 2025 S SHENANDOAH ST LOS ANGELES CA 90034 $195,000 $192,352
22630013004 1 EAST NAVAJO ROAD Tuscon AZ 85705 $215,000 $212,844
22630013012 1839 WEST NEIGHBORS AVENUE Anaheim CA 92801 $211,500 $208,701
22630013060 1333 EAST CAMPBELL AVENUE Phoenix AZ 85014 $85,000 $83,940
22630013082 1502 W. 204TH STREET Los Angeles CA 90501 $301,500 $297,686
22630013128 15138-15144 GUNDRY AVENUE Paramount CA 90723 $178,750 $169,537
22630013130 425 E BROWN RD MESA AZ 85201 $660,000 $651,650
22630013131 3125 NORTH 37TH STREET Phoenix AZ 85018 $262,500 $259,179
22630013140 5023-5031 BAKMAN AVENUE North Hollywood CA 91601 $360,000 $355,306
22630013159 337 NORTH MCDONALD AVENUE Wilmington CA 90744 $127,050 $125,772
22630013177 3269-3275 1/2 BRAMSON PLACE San Diego CA 92104 $84,000 $82,993
22630013192 1182-1184 3/4 E. 52ND STREET Los Angeles CA 90011 $126,000 $124,563
22630013209 2716 VIA PASEO Montebello CA 90640 $161,000 $159,070
22630013215 11031-11037 LOUISE AVENUE Lynwood CA 90262 $410,000 $399,476
22630013219 3028 NORTH GERONIMO Tuscon AZ 85705 $240,000 $237,123
22630013253 10246 NORTH 7TH AVENUE Phoenix AZ 85020 $100,750 $99,604
22630013257 9644-9648 N. 10TH AVENUE Phoenix AZ 85020 $165,000 $163,123
22630013261 3250-54 W 9TH ST LOS ANGELES CA 90006 $140,000 $138,532
22630013279 4313 NORMAL AVENUE Los Angeles CA 90029 $300,000 $296,774
22630013284 401 NORTH D STREET Eloy AZ 85231 $210,000 $207,486
22630013285 5502 NORTH 27TH AVENUE Phoenix AZ 85017 $442,000 $437,132
22630013312 223-227 1/2 SOUTH AVENUE 20 Los Angeles CA 90031 $151,125 $149,512
22630013326 2208,2212,2216 VIA CORONA Montebello CA 90640 $365,000 $361,104
22630013344 760 PLYMOUTH DR N KEIZER OR 97303 $1,015,000 $1,005,732
22630013359 173 WEST STATE STREET EL CENTRO CA 92243 $104,000 $103,004
22630013369 6802-6850 N 44TH AVE GLENDALE AZ 95301 $260,000 $257,510
22630013398 9003-9013 DUDLEXT AVE SOUTH GATE CA 90280 $130,200 $128,907
22630013399 1952 JUNIPERO AVENUE SIGNAL HILL CA 90806 $204,750 $202,743
22630013417 3147 W OLYVE FRESNO CA 93722 $300,000 $287,070
22630013430 1101 WEST G STREET SAN BERNARDINO CA 92410 $119,000 $117,848
22630013435 1415 W 224TH ST TORRANCE CA 90501 $432,000 $427,303
22630013441 16627 NORTH 25TH STREET PHOENIX AZ 85032 $395,500 $392,554
22630013486 1975 PARSONS ST COSTA MESA CA 92627 $265,000 $240,213
22630013501 2735 LINCOLN PARK AVE LOS ANGELES CA 90031 $246,750 $244,203
22630013502 740 W UNIVERSITY Tempe AZ 85281 $1,275,000 $1,260,435
22630013540 5200 EAST MAIN ST Mesa AZ 85205 $1,035,000 $1,027,302
22630013543 1702 SHERMAN PLACE Long Beach CA 90804 $140,000 $138,848
22630013544 846 NEPTUNE AVE Los Angeles CA 90744 $250,000 $241,598
22630013564 4505-4509 MAPLEWOOD AVE Los Angeles CA 90004 $442,500 $438,591
22630013566 15398 BEAR VALLEY OUTER HIGHWAY Victorville CA 92392 $100,000 $98,200
22630013567 3270 MONETTE PLACE Los Angeles CA 90006 $120,000 $118,893
22630013585 12275 16TH ST Yucaipa CA 92399 $105,000 $104,151
22630013607 25407-25422 ULYSSES COURT San Bernardino CA 92405 $100,000 $94,222
22630013608 479 E RICHLAND ST UPLAND CA 91786 $378,750 $375,243
22630013611 2902 E FILMORE ST PHOENIX AZ 85008 $995,000 $985,364
22630013636 3307 MAPLE AVE Los Angeles CA 90011 $172,500 $171,280
22630013637 138 SOUTH BERENDO AVE Los Angeles CA 90004 $250,000 $246,818
22630013650 12112 S. VERMONT Los Angeles CA 90044 $217,500 $215,565
22630013658 5110-5118 & 5028 EDMONSTON RD Hyatsville MD 20781 $930,000 $921,802
22630013679 6154 MISSION BLVD Riverside CA 92509 $300,000 $297,465
22630013680 6620 HAZELTINE AVE Van Nuys CA 91405 $379,000 $375,959
22630013740 1514 South Orange Grove Avenue Los Angeles CA 90019 $193,200 $191,973
22630013745 4232 46th Street San Diego CA 92115 $169,000 $167,637
22630013746 4561 Adobe Road 29 Palms CA 92277 $150,000 $149,165
22630013780 1717 S. Burlington Avenue Los Angeles CA 90006 $172,500 $171,229
22630013786 673 Palm Avenue Beaumont CA 92223 $80,250 $79,603
22630013787 4069 Idaho Street San Diego CA 92104 $243,000 $241,285
22630013800 133-135-137 Baker Street San Francisco CA 94117 $350,000 $347,619
22630013819 15341 & 13549 Van Buren & 15352 & 15362 Midway City CA 92655 $60,000 $58,543
Jackson Street
22630013820 6419 Brynhurst Avenue Los Angeles CA 90043 $273,000 $271,166
22630013822 13111 Vanowen Street Los Angeles CA 91605 $412,500 $408,904
22630013862 1711 Coronado Avenue Long Beach CA 90804 $202,500 $200,782
22630013863 731 Irolo Street Los Angeles CA 90005 $175,000 $173,771
22630013868 1412 El Centro Avenue El Centro CA 92243 $91,000 $90,467
22630013906 8101 Langdon Avenue Los Angeles CA 91406 $2,137,500 $2,125,166
22630013961 1047 Myrtle Avenue Long Beach CA 90813 $195,000 $193,736
22630014022 6340 Lankershim Blvd. Los Angeles CA 91606 $2,250,000 $2,239,968
22650012504 5820 W. CLAREMONT GLENDALE AZ 85301 $471,250 $464,420
22650013376 635 N 4TH AVE PHOENIX AZ 88003 $162,000 $160,741
22650013400 232-240 S AVENUE 19 LOS ANGELES CA 90031 $123,000 $121,868
22650013431 21151 GOLDEN HILLS BOULEVARD TEHACHAPI CA 93561 $115,000 $113,770
22650013459 13063 5TH ST YUCAIPA CA 92399 $875,000 $863,900
22650013565 1004 FRENCH ST Santa Ana CA 92701 $168,000 $166,774
22650013568 2344 W DEVONSHIRE AVE Phoenix AZ 85015 $260,000 $250,346
22650013606 1076-1082 WEST 30TH ST Los Angeles CA 90007 $1,400,000 $1,383,833
22650013613 1810 32ND PLACE NE Salem OR 97303 $817,500 $811,178
22650013614 3294 SUNNYVIEW RD NE Salem OR 97303 $281,250 $279,075
22650013615 406 E 9TH STREET Newberg OR 97132 $656,250 $651,175
22650013747 61 South Main Street Midvale UT 84047 $425,000 $421,949
22650013748 59 West Center Street Midvale UT 84047 $800,000 $794,258
22650013761 3116 Carlyle Street Los Angeles CA 90065 $191,250 $189,962
22650013818 2100 8th Avenue Los Angeles CA 90018 $140,000 $139,131
22650013869 200-230 N. Shannon Road Tuscon AZ 85745 $320,000 $318,107
22650013871 425-429 W Rosewood Avenue Orange CA 92866 $311,250 $309,163
22650013881 420 S. Sherman Street Olympia WA 98502 $2,450,000 $2,436,937
22650013893 1224 W 11th Street Pomona CA 91766 $280,000 $277,744
22650013894 1615-1621 N Harvard Blvd Los Angeles CA 90027 $371,300 $368,877
22650013905 2839 Francis Avenue Los Angeles CA 90005 $240,000 $238,016
22650013928 12119 Ferris Road El Monte CA 91732 $156,100 $155,275
22650013929 417 E. Palm Avenue Burbank CA 91504 $244,300 $243,237
22650013964 501-585 S. Palm Avenue Hemet CA 92543 $251,250 $249,957
22650013971 3232,3238,3302,& 3308 N. 6th Street Scottsdale AZ 85251 $322,500 $320,854
22650013972 7902 Milton Avenue Whittier CA 90602 $206,500 $205,434
22650013994 1802 N. 40th Street Phoenix AZ 85008 $82,500 $82,127
22650014019 851 169th Street Los Angeles CA 90247 $172,500 $171,748
22650014021 908 E Turney Phoenix AZ 85018 $42,750 $42,582
22650014028 921 Locust Ave. Long Beach CA 90813 $164,500 $163,745
22650014031 12360 - 12364 Magnolia Boulevard Valley Village CA 91607 $317,000 $315,469
Area
22650014061 4528 Carlisle Boulevard NE Alburquerque NM 87109 $2,000,000 $1,989,315
22700012966 1013-1021 N. 21ST AVENUE PHOENIX AZ 85009 $140,000 $138,072
22700012989 528-532 SOUTH LAKE AVENUE Pasadena CA 91101 $430,000 $421,465
22700012996 174 & 180 E. MAIN ST. Tustin CA 92780 $600,000 $592,103
22700013041 16331 LAKESHORE DR LAKE ELSINORE CA 92530 $197,400 $195,510
22700013058 1601 CARMEN DRIVE Camarillo CA 93010 $650,000 $639,812
22700013129 1921 24TH STREET Bakersfield CA 93301 $385,000 $379,885
22700013178 111 AVENIDA PALIZADA San Clemente CA 92672 $800,000 $778,775
22700013210 125 23RD STREET Newport Beach CA 92663 $123,000 $121,833
22700013233 3910 NORTH LONG BEACH BOULEVARD Long Beach CA 90806 $1,250,000 $1,214,397
22700013350 824-834 E CALIFORNIA BLVD PASADENA CA 91106 $250,000 $238,147
22700013377 3614 N 15TH AVE PHOENIX AZ 85015 $68,000 $67,430
22700013401 8255 E RAINTREE DR SCOTTSDALE AZ 85260 $900,000 $891,121
22700013425 4375 - 4379 GAGE AVENUE BELL CA 90201 $262,500 $259,895
22700013443 12841 VALLEY VIEW AVE LA MIRADA CA 90638 $850,000 $830,174
22700013470 3000-3020 W LINCOLN AVE ANAHEIM CA 92801 $940,000 $864,419
22700013494 323 S DATE AVE Alhambra CA 91803 $176,000 $174,428
22700013498 3404-3410 W 75TH ST & 7501-07 & 1/2 S. Los Angeles CA 90043 $123,500 $122,477
CRENSHAW BLVD
22700013507 2727 SOUTH SHANNON STREET SANTA ANA CA 92704 $350,000 $346,398
22700013521 270-272 REDONDO AVE LONG BEACH CA 90803 $120,000 $119,088
22700013570 16336 ARROW HWY Irwindale CA 91706 $250,000 $248,494
22700013584 16701 BELLFLOWER BLVD Bellflower CA 90706 $162,000 $160,628
22700013594 4845-4861 FOUNTAIN AVE Los Angeles CA 90029 $440,000 $434,804
22700013638 986 17TH ST Costa Mesa CA 92627 $291,000 $289,259
22700013666 12424 & 12426 PHILADELPHIA ST Whittier CA 90601 $149,500 $148,436
22700013760 230 North Orange Avenue Brea CA 92821 $600,000 $593,507
22720013616 505 S PEPPER AVE San Bernardino CA 92410 $406,250 $401,878
22720013681 124-140 E ARROW HIGHWAY Covina CA 91722 $285,000 $265,379
22720013706 1093-1095 AVIATION BLVD Hermosa Beach CA 90254 $135,000 $133,606
22720013764 3909 - 3917 East Anaheim Avenue Long Beach CA 90815 $145,000 $142,738
22720013776 15239-15261 Parthenia Street Los Angeles CA 91343 $450,000 $447,487
22720013778 9421-9441 West Sam Houston Parkway Houston TX 77036 $1,275,000 $1,262,829
22720013852 160 Centennial Way Tustin CA 92680 $354,450 $352,394
22720013870 1701-1709 S Gaffey & 703-707 W 17th San Pedro CA 90731 $280,000 $278,584
Street
22720013912 6767 Sunset Blvd. Los Angeles CA 90028 $2,500,000 $2,484,997
22720013925 4350 Highway 95 Fort Mojave AZ 86427 $110,000 $108,460
22720013942 13821 N 35th Drive Phoenix AZ 85023 $320,250 $317,569
22720013967 12321 Carson Street Los Angeles CA 90716 $648,750 $645,037
22720013974 27072 Burbank Foothill Ranch CA 92610 $249,849 $248,559
22720014020 4501-4507 Artersia Blvd. Lawndale CA 90260 $675,000 $671,981
23600013293 33 W LOWER BUCKEYE RD AVONDALE AZ 85323 $1,500,000 $1,484,415
23630013006 3721 LINCOLN AVENUE Oakland CA 94602 $130,000 $128,241
23630013021 1053, 1057, 1059 GLENWOOD WAY South Lake Tahoe CA 96150 $488,000 $481,095
23630013047 40 OAK COURT Danville CA 94526 $530,000 $523,032
23630013061 5008 APPLEBLOSSOM DRIVE Bakersfield CA 93309 $206,000 $202,860
23630013076 3705 MORSE AVENUE Sacramento CA 95821 $95,000 $93,780
23630013103 1333-1335 SOUTH VAN NESS AVENUE SAN FRANCISCO CA 94110 $217,000 $214,547
23630013147 2001 AND 2023 BROADWAY AND RUMRILL San Pablo CA 94806 $695,000 $684,832
23630013287 200 EAST IVANHOE CHANDLER AZ 85225 $1,150,000 $1,136,623
23630013300 1613 6TH STREET BERKELEY CA 94710 $240,000 $219,564
23630013315 2327-2329 MISSION STREET San Francisco CA 94117 $500,000 $491,976
23630013337 1624 P ST SACRAMENTO CA 95814 $140,000 $138,597
23630013461 4242 CAMPUS AVE SAN DIEGO CA 92103 $185,000 $182,792
23630013487 14755 ARMSTRONG WOODS RD Guerneville CA 95446 $213,000 $207,227
23630013500 3060 PORTER ST SOQUEL CA 95073 $620,000 $511,247
23630013514 15207 DICKENS ST Los Angeles CA 91403 $155,000 $153,452
23630013519 100 E OAK ST Lodi CA 95240 $260,000 $257,672
23630013574 928 BLACK DIAMOND ST` Pittsburg CA 94565 $156,000 $154,680
23630013575 45 W 10TH ST Pittsburg CA 94565 $156,000 $154,683
23630013609 646 16TH ST Oakland CA 94612 $365,000 $362,070
23630013645 8701 HILLSIDE ST Oakland CA 94605 $1,387,500 $1,373,565
23630013647 1672-1696 EAST AVE Hayward CA 94541 $600,000 $595,042
23630013716 3209-3211-3213-3215 Filbert Street Oakland CA 94607 $185,000 $184,036
23630013772 727-731 Florida Street San Francisco CA 94110 $564,000 $560,169
23630013793 136 E. 12th Street Oakland CA 94606 $1,200,000 $1,189,827
23630014003 1725-1729 Seminary Avenue Oakland CA 94603 $620,000 $616,467
23650013428 15510-70 MAUBERT AVE SAN LEANDRO CA 94578 $290,000 $287,822
23650013775 738 6th Avenue San Francisco CA 94118 $220,000 $218,600
23650013975 4345 Rilea Way Oakland CA 94605 $371,200 $368,573
23650013984 306 Cliff Street Santa Cruz CA 95060 $486,500 $484,155
23650014053 3161 Cadillac Drive San Jose CA 95117 $450,000 $447,719
23650014065 1060-1064 Fell Street San Francisco CA 94117 $395,000 $392,913
23700013018 1001 10TH STREET MODESTO CA 95354 $200,000 $193,363
23700013093 1428-1432 FRANKLIN STREET Oakland CA 94612 $336,000 $326,874
23700013188 8805 ELK GROVE BOULEVARD Elk Grove CA 95624 $412,000 $407,565
23700013299 535, 537 AND 539 MAIN STREET Half Moon Bay CA 94019 $190,000 $188,155
23700013325 1411-1415 W. EL CAMINO REAL Mountain View CA 94040 $500,000 $494,411
23700013365 1700 PORTER WAY STOCKTON CA 95207 $500,000 $495,353
23700013372 300 EAST CAMELBACK ROAD PHOENIX AZ 85012 $550,000 $525,745
23700013405 3171 GURNEVILLE RD SANTA ROSA CA 95406 $570,000 $555,425
23700013493 659-665 VALENCIA STREET SAN FRANCISCO CA 94121 $814,000 $803,255
23700013557 2051 UNIVERSITY AVE Berkeley CA 94704 $500,000 $495,772
23700013558 1804-1816 EUCLID AVE Berkeley CA 94709 $720,000 $713,394
23700013583 870 OLD COUNTRY RD Belmont CA 94002 $175,000 $172,679
23700013590 1313-1317 MASON ST SAN FRANCISCO CA 94133 $400,000 $395,207
23700013593 14154 SKYWAY Magalia CA 95954 $178,750 $177,490
23700013605 3510 MAIN ST Oakley CA 94561 $125,000 $120,409
23700013660 1749, 51, 55 & 57 BROADWAY ST Oakland CA 94612 $835,000 $828,218
23700013661 819 North Pacific Avenue Glendale CA 91201 $250,000 $245,634
23700013672 1950 MARTIN LUTHER KING JR WAY Berkeley CA 94703 $1,150,000 $1,141,415
23700013727 640 N. San Joaquin Street Stockton CA 95203 $660,000 $655,830
23700013731 17415 Monterey Road Morgan Hill CA 95037 $900,000 $893,432
23700013749 619 West Charter Way Stockton CA 95206 $193,500 $190,171
23700013860 19500 Monterey Road Morgan Hill CA 95073 $385,000 $373,120
23700013952 4223-4227 Telegraph Avenue Oakland CA 94609 $160,000 $158,517
23700014062 218 I Street Antioch CA 94509 $189,000 $187,920
23720013321 2089 SOUTH BASCOM AVENUE CAMPBELL CA 95008 $1,025,000 $1,011,195
23720013531 350 COLLEGE AVE Santa Rosa CA 95401 $350,000 $345,615
23720013547 150 CARNATION DR Watsonville CA 95076 $570,500 $563,587
23720013695 3603-07 SACRAMENTO & 405-23 LOCUST ST San Francisco CA 94115 $1,320,000 $1,304,020
23720013754 2501-2599 8th Street Berkeley CA 94710 $1,475,000 $1,459,193
23720013875 3430 Lake Tahoe Blvd South Lake Tahoe CA 96150 $500,000 $496,018
23720013882 7505 Tam O Shanter Drive Stockton CA 95210 $187,000 $184,543
23720013890 1280 17th Avenue Santa Cruz CA 95062 $635,000 $629,259
23720013898 1550 South Winchester Blvd. Campbell CA 95008 $475,000 $471,596
23720013911 2063 Pacheco Street Concord CA 94520 $178,500 $176,714
23720013987 551-559 Haight Street San Francisco CA 94117 $850,000 $846,027
23720014000 3919-3925 4th Avenue San Diego CA 92103 $731,250 $725,225
23720014045 1525 Park Street Alameda CA 94501 $221,000 $219,994
23720014054 709-711 Fillmore Street San Francisco CA 94117 $435,000 $432,701
24330013113 912-914 COUNTRY CLUB AVE CHEYENNE WY 82001 $285,000 $274,681
24630011333 1608-1610 BOULDER ST. & 2559 16TH S DENVER CO 80211 $292,500 $285,561
24630012999 1560 VINE STREET Denver CO 80206 $140,000 $138,164
24630013005 570 SOUTH FAIRFAX STREET GLENDALE CO 80222 $280,000 $271,956
24630013013 1823 NORTH NEVADA AVENUE Colorado Springs CO 80907 $189,875 $187,312
24630013020 172 SOUTH CLARKSON STREET Denver CO 80209 $260,000 $256,195
24630013085 215 EAST FIRST AVENUE Mesa AZ 85210 $280,000 $275,948
24630013108 8774-8784 WEST 46TH AVENUE Wheat Ridge CO 80001 $200,000 $197,243
24630013117 316 WEST ROOSEVELT STREET Phoenix AZ 85003 $220,000 $217,131
24630013133 1144-48 DOWNING STREET Denver CO 80218 $134,000 $104,226
24630013139 4509-20-24 LAFAYETTE/4540-44 NICHOL Omaha NE 68132 $400,000 $394,940
24630013148 1285 CLARKSON STREET Denver CO 80218 $497,000 $490,392
24630013190 594-598 SOUTH LINCOLN STREET Denver CO 80209 $378,000 $373,332
24630013196 510 EAST 8TH STREET Dallas TX 75203 $245,000 $236,801
24630013208 1734 & 1738 SOUTH COLLEGE STREET Tempe AZ 85281 $93,210 $92,092
24630013214 4948-50 & 5017-31 GASTON AVENUE Dallas TX 75214 $287,500 $283,800
24630013235 2615 & 2619 LIGARDE STREET Laredo TX 78043 $229,800 $217,687
24630013251 1810-1814 WEST CAROL AVENUE Phoenix AZ 85020 $75,000 $74,118
24630013270 4215 EAST FAIRMOUNT STREET Tuscon AZ 85712 $236,250 $232,782
24630013302 3,4,5,6,7,8 WESTWAY CIRCLE Montgomery TX 77356 $120,000 $118,760
24630013304 1680 BEELER STREET Aurora CO 80010 $386,250 $381,880
24630013313 4928 LIVE OAK ST DALLAS TX 75246 $192,500 $190,529
24630013332 1690 YARROW STREET Lakewood CO 80215 $157,500 $155,819
24630013333 12 SHERMAN STREET Denver CO 80203 $240,500 $186,779
24630013352 806 EAST CAROL AVENUE Phoenix AZ 85020 $390,000 $385,669
24630013371 1233 N 35TH ST PHOENIX AZ 85008 $562,500 $556,806
24630013385 2269 WEST OAK STREET DENTON TX 76201 $412,500 $405,316
24630013394 3666 S PEARL ST ENGLEWOOD CO 80110 $339,500 $335,847
24630013411 1718-1732 6TH AVE MESA AZ 85204 $158,000 $153,681
24630013436 2313 EMPORIA ST AURORA CO 80010 $120,000 $118,747
24630013479 815 SHERMAN ST DENVER CO 80203 $468,750 $463,870
24630013489 5425 GASTON AVE Dallas TX 75214 $147,000 $145,542
24630013490 801 E HATCHER RD Phoenix AZ 85020 $275,000 $272,290
24630013506 1372 MARION ST & 1314-1316 E 14TH ST DENVER CO 80209 $288,750 $285,627
24630013509 5905 E RICHTHOFEN PL AURORA CO 80010 $120,000 $118,846
24630013515 2001 BRISTOL RD Laredo TX 78045 $1,330,000 $1,319,888
24630013517 2861 ELIOT CIRCLE WESTMINSTER CO 80030 $145,000 $133,619
24630013535 1550 S PEARL ST Denver CO 80010 $283,000 $280,426
24630013538 1630 CLINTON ST Aurora CO 80010 $149,250 $147,812
24630013542 9501 WEST PEORIA AVENUE PEORIA AZ 85345 $385,000 $381,476
24630013549 7030 STUART ST, 4250 & 4260 W 70TH PL Westminster CO 80030 $420,375 $416,318
24630013555 3000 S UNIVERSITY BLVD Denver CO 80210 $446,250 $442,089
24630013556 291 S PEARL ST Denver CO 80209 $190,500 $187,413
24630013587 3015-3019 W HIGHLAND PARK PLACE Denver CO 80211 $141,000 $139,681
24630013589 1407 W SHADY GROVE RD Irving TX 75060 $581,000 $575,571
24630013591 1320 E 12TH AVE Denver CO 80218 $120,000 $118,893
24630013624 1921 E HAYDEN LANE Tempe AZ 85281 $285,750 $280,523
24630013635 820 S FEDERAL BLVD. DENVER CO 80219 $493,125 $488,585
24630013692 9945 WEST 59TH PLACE Arvada CO 80004 $255,500 $243,943
24630013702 1709 & 1717 E ELTON AVE Mesa AZ 85204 $195,000 $192,978
24630013714 520-526 ATWOOD Longmont CO 80501 $165,000 $162,575
24630013720 1225 COLORADO BLVD Denver CO 80206 $723,750 $717,665
24630013756 2301 Emporia Street Aurora CO 80010 $120,000 $119,123
24630013765 1020 Logan Street Denver CO 80203 $568,750 $564,453
24630013766 1630 Pennsylvania Street Denver CO 80203 $318,750 $316,530
24630013771 2310 East Roosevelt Phoenix AZ 85006 $185,000 $181,871
24630013777 1520 Glencoe Street Denver CO 80222 $276,000 $273,972
24630013789 1721 Humboldt Street Denver CO 80218 $372,750 $349,573
24630013854 4912 S Iowa Avenue & 405 SW 50th Street Loveland CO 80537 $200,000 $198,526
24630013922 2951-55 Franklin Street Denver CO 80205 $151,875 $150,924
24630013931 1264 Grant Street Denver CO 80203 $490,000 $485,802
24630013956 1565 Moline Street Aurora CO 80010 $408,750 $406,048
24630013963 13082 E 14th Place Aurora CO 80011 $225,000 $223,446
24630013990 1500 W. Lovers Lane Arlington TX 76013 $675,000 $670,507
24630013991 5020 S. 67th East Avenue Tulsa OK 74145 $506,250 $503,171
24630014009 11916 E. 14th Avenue Aurora CO 80010 $142,500 $141,551
24630014052 6427 W. 11th Avenue/1143 Lamar Street Lakewood CO 80214 $852,000 $847,647
24630014067 2948 North 38th Street Phoenix AZ 85018 $155,000 $153,565
24630014078 1275 Washington Drive Denver CO 80203 $450,000 $447,216
24650012784 2700 AND 2701 FEDERAL BOULEVARD DENVER CO 80211 $682,750 $674,565
24650013220 1984 AKRON STREET AURORA CO 80010 $105,000 $103,968
24650013384 2130 W INDIAN SCHOOL RD PHOENIX AZ 85015 $1,173,750 $1,161,895
24650013465 5849 ORAM ST DALLAS TX 75206 $240,000 $238,175
24650013485 808 & 900 NORTH CENTER ST Arlington TX 76011 $400,000 $396,628
24650013671 3801 STATE HIGHWAY, 198 Malakoff TX 75148 $1,000,000 $992,494
24650013674 675 S 300 EAST Brigham City UT 84302 $200,000 $187,151
24650013815 2309 & 2313 North Fitzhugh Avenue Dallas TX 75204 $157,500 $154,473
24650013816 2514 Community Drive Dallas TX 75220 $300,000 $297,960
24650013838 1401 Harvard Street Houston TX 77008 $108,750 $108,064
24650013853 5536 N. 31st Street Milwaukee WI 53214 $146,250 $145,466
24650013855 5512 N. 31st. St. Milwaukee WI 53214 $141,000 $140,244
24650013859 4316 N 27th Street Phoenix AZ 85016 $350,000 $347,919
24650013944 1443 Elizabeth Street Denver CO 80206 $371,250 $367,337
24650013946 6203 Dover Street Arvada CO 80004 $191,250 $190,155
24650013980 625 Manco Road Lewisville TX 75067 $270,000 $266,205
24650013992 4520 Hemlock Drive Baytown TX 77521 $414,400 $408,340
24650014014 1801-1803 W Cinnabar Avenue & 9832-9850 Phoenix AZ 85021 $160,000 $159,244
N. 18th Avenue
24650014024 405-415 Cora Street Arlington TX 76011 $960,000 $955,133
24650014034 2140 W. Camelback Road Phoenix AZ 85015 $276,250 $275,109
24700012968 1350 CHAMBERS ROAD Aurora CO 80104 $278,000 $274,671
24700013000 7211 REGENCY SQUARE BOULEVARD Houston TX 77036 $960,000 $940,559
24700013172 14644 NORTH CAVE CREEK ROAD Phoenix AZ 85022 $286,000 $282,865
24700013183 2638 SIXTH STREET NW Albuquerque NM 87107 $60,000 $59,010
24700013317 9995 EAST COLFAX AVENUE Aurora CO 80010 $273,000 $266,603
24700013322 1985 WEST APACHE TRAIL Apache Junction AZ 85220 $269,750 $267,093
24700013390 65-97 S SHERIDAN BLVD LAKEWOOD CO 80226 $794,500 $787,269
24700013412 110-160 W 84TH AVE THORTON CO 80221 $507,500 $502,955
24700013438 500 E THOMAS RD PHOENIX AZ 85012 $480,000 $475,441
24700013475 1279-1281 MARION ST DENVER CO 80216 $105,000 $104,032
24700013744 714-730 East 18th Avenue Denver CO 80218 $210,000 $208,316
24700013970 2865 JANITELL RD COLORADO SPRINGS CO 80910 $1,100,000 $1,086,809
24720013642 5612 Yale Boulevard Dallas TX 75206 $346,000 $335,638
24720013688 590 NORTH ALMA SCHOOL RD Chandler AZ 85224 $750,000 $741,226
24720013965 2225 West Broadway Mesa AZ 85202 $60,000 $59,755
25630011929 465 E. HAYDEN AVENUE Hayden Lake ID 83835 $141,000 $137,939
25630012969 420 NORTH 4TH STREET Tacoma WA 98403 $270,000 $265,738
25630013007 17 WEST CASINO ROAD Everett WA 98204 $995,000 $979,297
25630013054 12704-14 49TH AV/4704-4810 127TH ST Lakewood WA 98499 $1,582,500 $1,558,369
25630013075 230 SOUTH 80TH STREET Tacoma WA 98208 $350,000 $345,075
25630013077 8501 MIDVALE AVE N & 8500 NESBIT AVE Seattle WA 98103 $715,000 $704,282
25630013087 7001-7005 & 7009-7015 RAINIER AVE S Seattle WA 98118 $450,000 $443,582
25630013100 6334 RAINIER AVENUE SOUTH Seattle WA 98118 $825,000 $813,357
25630013101 400 12TH AVENUE EAST Seattle WA 98102 $450,000 $443,217
25630013123 519 PROSPECT STREET Seattle WA 98109 $430,000 $423,396
25630013162 1111 WEST JAMES STREET Kent WA 98032 $675,000 $650,541
25630013252 7510 ROOSEVELT WAY NE SEATTLE WA 98115 $150,000 $147,986
25630013255 14132 37TH AVENUE SOUTH Tukwila WA 98168 $330,000 $325,619
25630013296 8001-8007 DENSMORE AVE N & 1512-1518 N Seattle WA 98103 $575,000 $562,493
BOTH ST
25630013360 635 75THE ST SE EVERETT WA 98203 $265,000 $261,974
25630013396 2615 EAST CHERRY STREET SEATTLE WA 98122 $500,000 $494,465
25630013397 515 22ND AVE SEATTLE WA 98122 $475,000 $469,742
25630013427 205 19TH ST & 1820 E JOHN ST SEATTLE WA 98122 $1,150,000 $1,135,626
25630013472 7401 RAINIER AVE S SEATTLE WA 98118 $1,075,000 $1,064,324
25630013473 7325 RAINER AVE S SEATTLE WA 98118 $920,000 $910,700
25630013649 18125 96TH AVE NE BOTHELL WA 98011 $320,000 $316,098
25630013769 3600 S. Oregon Street/4426 36th Avenue S. Seattle WA 98118 $465,000 $461,649
25630013976 1416 E. Marion Street Seattle WA 98122 $305,000 $302,807
25650013474 102411 47TH AVE LAKEWOOD WA 98499 $313,500 $309,326
25650013536 10 EAST CASINO RD Everett WA 98203 $800,000 $793,565
25650013805 1723 18th Avenue Seattle WA 98122 $907,500 $900,961
25650013988 5311 Chicago Avenue SW Lakewood WA 98499 $201,000 $199,961
25700013079 2112 & 2114 THORNDYKE AVE. WEST Seattle WA 98199 $165,000 $162,207
25700013424 11903 NE 128TH ST KIRKLAND WA 98034 $615,000 $603,303
25700013534 2625 E TRENT AVE Spokane WA 99202 $175,000 $173,706
25700013588 1520 HARRISON AVE Centralia WA 98531 $900,000 $881,652
25720013995 119-141 Winslow Way E. Bainbridge Island WA 98110 $235,000 $229,262
25720014036 240 Winslow Way E. Bainbridge Island WA 98110 $420,000 $413,562
26600013221 4155 LANCASTER DR NE SALEM OR 97305 $1,250,000 $1,235,730
26630012473 1871-1875 WILLAMETTE FALLS DR West Linn OR 97068 $425,000 $416,879
26630012982 629 E. 19TH STREET Oakland CA 94606 $600,000 $591,057
26630013025 9305 SE HAROLD STREET Portland OR 97266 $383,600 $378,308
26630013031 607-611 NW 18TH STREET Portland OR 97209 $250,000 $246,555
26630013053 1610 SE PIONEER WAY Oak Harbor WA 98277 $143,500 $141,167
26630013062 803-817 N. AINSWORTH Portland OR 97217 $187,500 $184,196
26630013066 3248 SE FERRY SLIP ROAD South Beach OR 97366 $163,536 $161,530
26630013067 8801-8819 NORTH EDISON STREET Portland OR 97203 $250,000 $241,585
26630013102 1041 SOUTH COLUMBIA STREET Seaside OR 97138 $130,000 $128,272
26630013114 54 NW 13TH STREET Gresham OR 97030 $155,000 $152,875
26630013134 401 NORTH CEDAR STREET Canby OR 97013 $498,750 $492,119
26630013151 6622-6766 NORTH FESSENDEN STREET Portland OR 97203 $1,475,000 $1,456,526
26630013203 624-640 SE 146TH AVENUE Portland OR 97233 $130,000 $128,128
26630013277 131 SE 24TH AVE PORTLAND OR 97214 $295,000 $291,662
26630013329 11401 NE SANDY BLVD PORTLAND OR 97220 $216,000 $211,956
26630013334 76251 RAINBOW ST OAKRIDGE OR 97463 $400,000 $395,601
26630013375 6230 SW HALL BLVD BEAVERTON OR 97008 $205,000 $202,602
26630013408 10305 SE WILSONVILLE RD WILSONVILLE OR 97070 $1,150,000 $1,133,715
26630013458 5436-5504 SE CENTER ST PORTLAND OR 97206 $200,000 $197,167
26630013526 1759 JEROME AVE Astoria OR 97103 $93,500 $91,227
26630013529 1108-1110 WOOD AVE Kelso WA 98626 $480,000 $476,349
26630013643 1612 BRYANT ST Vancouver WA 98661 $540,000 $530,799
26630013901 12924-32 SE Powell Blvd. Portland OR 97236 $332,000 $329,896
26650013530 1611 SE 21ST AVE Portland OR 97214 $270,000 $266,806
26650013733 3804 SE Francis Street Portland OR 97202 $216,000 $212,728
26650013738 1217 North Mesa El Paso TX 79902 $217,000 $213,085
26650013757 914-916 W. Yandell El Paso TX 79902 $97,000 $95,403
26650013762 15827 NE Glisan Street Portland OR 97230 $405,000 $402,269
26650013821 1254 8th NW & 3598 Aster St NW Salem OR 97304 $308,000 $306,119
26650013838 755 SE Hogan Road Gresham OR 97080 $825,000 $819,978
26650013844 3700-3701 Keltner El Paso TX 79904 $520,000 $516,842
26650013851 1589-1599 Market Street NE Salem OR 97301 $285,000 $283,242
26650013856 9221 N Lombard Street Portland OR 97203 $320,000 $317,953
26650013888 3804-3814 SE 54th Avenue Portland OR 97206 $233,000 $231,359
26650013909 1857 Talbot Road S.E. Jefferson OR 97352 $234,000 $232,631
26650013924 12430 NE Glisan Street Portland OR 97230 $1,025,000 $1,019,038
26650013941 4900 SW 170th Avenue Aloha OR 97007 $350,000 $347,859
26650013962 3611-3635 SW Baird Street Portland OR 97219 $380,000 $377,773
26650014029 3721 SE 13th Avenue Portland OR 97202 $395,000 $392,997
26650014059 9222 North Lombard Street Portland OR 97203 $400,000 $398,068
26700012569 12795 SW THIRD STREET Beaverton OR 97005 $160,000 $155,865
26700012929 3811,15,17,19,23,AND 25 SE BELMONT ST Portland OR 97214 $200,000 $180,357
26700012967 700 NORTH KILLINGSWORTH Portland OR 97217 $160,000 $157,966
26700013145 10014 - 10024 SW CANYON ROAD Portland OR 97225 $370,500 $366,439
26700013223 1741-1835 LANCASTER DR NE SALEM OR 97305 $1,450,000 $1,423,076
26700013227 16 & 28 SW FIRST AVENUE Portland OR 97204 $1,500,000 $1,421,023
26700013268 9014 NE SAINT JONES BLVD VANCOUVER WA 98605 $230,000 $226,133
26700013278 205 SE GRAND AVENUE Portland OR 97214 $570,000 $541,767
26700013403 6529 NE SANOY BLVD PORTLAND OR 97213 $165,000 $162,235
26700013449 940 HIGHWAY 99 N EUGENE OR 97402 $263,250 $249,315
26700013496 6025 JEAN RD LAKE OSWEGO OR 97035 $520,000 $515,238
26700013627 19365 SW 89TH ST Tualatin OR 97062 $250,000 $247,676
26700013664 15659 LOWER BOONES FERRY RD Lake Oswego OR 97035 $440,000 $431,152
26700013934 533 NE Schuyler Street Portland OR 97212 $565,000 $561,421
26720013654 324 SE ABERNETHY ST Portland OR 97201 $190,000 $187,914
26720013887 62910 O.B. Riley Road Bend OR 97701 $400,000 $397,776
26720013933 655 C Street Silverton OR 97381 $297,500 $295,339
26720014038 1922 & 2022 NW Division Street Gresham OR 97030 $400,000 $398,256
27630013230 324-326 MT. PROSPECT AVENUE Newark NJ 7104 $227,500 $225,109
27630013896 1101-1107 West Marquette Chicago IL 60621 $221,900 $218,298
27650013813 1808 S Racine Avenue Chicago IL 60608 $75,000 $74,562
27650013999 5551-5553 W. Congress Parkway Chicago IL 60644 $150,000 $149,313
27700013116 16900 DETROIT AVENUE Lakewood OH 44107 $160,000 $158,150
27700013267 361 E. 178TH STREET Bronx NY 10461 $170,000 $168,214
27700013389 2525 WESTCHESTER AVENUE BRONX NY 10461 $350,000 $347,072
27720013977 900-902 W. 59th Street/ 5848-5850 S. Chicago IL 60621 $112,500 $112,035
Peoria Avenue
28630013126 1150-1152 OGDEN STREET EXTENSION BRIDGEPORT CT 6604 $140,625 $139,051
28630013269 493 MONMOUTH ST JERSEY CITY NJ 7302 $118,300 $116,848
28630013602 116 HOMESTEAD ST ROXBURY MA 2121 $165,000 $163,411
28630013707 756 Hamburg Turnpike Pompton Lakes NJ 7442 $120,000 $119,158
28630013753 103 Tompkins Avenue Stony Point NY 10980 $225,000 $223,463
28630013817 5-13 Albough Road & 11-13 Wallens Hill Barkhamsted CT 6063 $1,200,000 $1,191,425
Road
28630013985 62 King Cole Road Hamburg NJ 7419 $361,875 $360,271
28650013836 614-616 Park Avenue Hoboken NJ 7030 $300,000 $297,840
28650013889 8-14 Harrison Street Manchester NH 3014 $528,000 $524,683
28650013917 390-392 Main Street Biddeford ME 4005 $143,500 $142,818
28650013937 4177 Post Road Warwick RI 2886 $318,750 $317,123
28650013943 716 Penfield Street Bronx NY 10470 $217,500 $216,405
28650013968 1 & 3 Florida Court Maynard MA 1754 $937,500 $932,721
28650013997 106 Fulton Street New Haven CT 6513 $135,000 $133,953
28700013089 191 VINEYARD RD Edison NJ 8817 $600,000 $593,805
28700013119 175-177 NEWARK AVENUE Jersey City NJ 7302 $247,520 $245,045
28700013239 9 WEST 20TH STREET New York NY 10011 $2,350,000 $2,285,073
28700013338 2 CENTRAL AVE West Orange NJ 7052 $177,000 $175,378
28700013357 342 E 51ST ST NEW YORK NY 10022 $1,040,000 $1,029,972
28700013363 125 JAMES ST JERSEY CITY NJ 7305 $500,000 $488,740
28700013388 132-142 S THIRD ST EASTON PA 18042 $480,000 $475,404
28700013644 230 RT 206 SOUTH Flanders NJ 7836 $700,000 $696,211
28720013770 890 - 898 East 92nd Street Brooklyn NY 11236 $210,000 $208,316
28720013996 56-70 Washington Street Providence RI 2910 $228,000 $227,087
28720014049 749 Marin Avenue Lyndhurst NJ 7071 $300,000 $298,184
29630013166 611 NE 3RD STREET Hallandale FL 33009 $144,625 $142,882
29630013198 3109 & 3130 NW 21ST COURT Miami FL 33142 $315,000 $311,153
29630013205 823 NW 2ND AVENUE Fort Lauderdale FL 33311 $84,490 $80,455
29630013294 511 W PERRY ST LANTANA FL 33462 $215,000 $212,705
29630013331 2921 2ND AVE NORTH Lake Worth FL 33461 $275,100 $272,586
29630013478 49-53 UNION ST & 5-15 ADAMS ST EAST HAMTOM MA 1027 $345,000 $342,001
29630013510 2124-2138 PARK TERRACE COLLEGE PARK GA 30337 $315,000 $312,188
29630013516 4902-5467 PINE CLUSTER LANE Orlando FL 32819 $875,000 $867,944
29630013533 99-105 WENDELL AVE Pittsfield MA 1201 $150,000 $148,801
29630013632 4102 SE 19TH PLACE CAPE CORAL FL 33904 $365,000 $361,608
29630013732 1387 Grand Concourse Bronx NY 10452 $700,000 $693,709
29630013826 814 N G Street Lake Worth FL 33460 $206,250 $204,857
29630013827 901 North F Street Lake Worth FL 33460 $276,950 $275,021
29630013829 611 North Federal Highway Lake Worth FL 33460 $131,800 $130,882
29650013453 402 LAKE OSBORNE DR LAKE WORTH FL 33461 $169,500 $168,085
29650013504 1652 W GRACE ST/603 N ALLEN ST Richmond VA 23220 $209,250 $207,799
29650013541 921 EVERGREEN DR Lake Park FL 33403 $288,000 $277,321
29650013807 8603 NW 35th Court Coral Springs FL 33065 $180,000 $178,848
29650013880 3200 & 3230 Cushman Circle SW Atlanta GA 30311 $1,190,000 $1,183,714
29650013883 27 Rousseau Road Windham ME 4062 $142,500 $141,610
29650013895 40 West 27th Street Hialeah FL 33010 $173,250 $172,334
29650013900 3911-3919 Wisconsin Street Lake Worth FL 33461 $105,000 $104,391
29650013978 11 Tumlin Street Cartersville GA 30120 $175,000 $174,050
29700013297 973 N. HARBOUR CITY BOULEVARD Melbourne FL 32935 $350,000 $346,318
29700013362 1718 LAKE AVE ASHTABULA OH 44004 $111,000 $109,960
29700013455 801-809 1/2 E IDLEWILD AVE & 5916-5920 TAMPA FL 33064 $136,000 $133,231
N Nebraska
29700013708 1584, 1586, 1588 & 1590 HIGHLAND AVE Melbourne FL 32935 $224,000 $222,556
29700013797 4327 Wade Green Road Kennesaw GA 30144 $406,250 $403,359
29720013734 2970 State Road Highway 138 Riverdale GA 30296 $130,000 $128,655
29720013959 3800 NW 27 Avenue/2727 NW 38 Street Miami FL 33142 $500,000 $497,552
29720013982 393 NE 5th Avenue Delray Beach FL 33483 $125,000 $124,447
29720014043 958-998 SW 81 Avenue/8010-8020 North Lauderdale FL 33068 $850,000 $843,530
Kimberley Blvd
29720014044 157 Summer Street Kennebunk ME 4043 $225,000 $198,727
</TABLE>
<PAGE>
<TABLE>
First Next Rate
Cut Off Monthly Payment Maturity Rate Loan Maximum Minimum Change
Loan Id Date Rate Rate Date Date Type Index Margin Rate Rate Date
- ---------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1630010860 11.500 1,697.69 1-Jun-94 1-May-24 ARM PRIME 3.550 12.950 6.950 1-May-99
1650010884 8.000 1,526.25 1-Jul-94 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
1650010970 8.000 1,388.29 1-Dec-94 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
1650010992 7.500 1,422.21 1-Jan-95 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
1650011009 8.000 1,357.47 1-Feb-95 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1650011176 9.000 1,265.27 1-Jul-95 1-Jun-00 FIXED FIXED N/A N/A N/A N/A
1650011307 9.000 941.41 1-Sep-95 1-Aug-25 FIXED FIXED N/A N/A N/A N/A
1650011353 8.000 1,320.78 1-Oct-95 1-Sep-00 FIXED FIXED N/A N/A N/A N/A
1650012477 8.500 1,209.12 1-Nov-96 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650012536 8.500 1,280.25 1-Dec-96 1-Nov-03 FIXED FIXED N/A N/A N/A N/A
1650013002 9.000 854.92 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
1650013105 9.000 936.59 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
1650013429 9.500 2,708.82 1-Nov-97 1-Oct-04 FIXED FIXED N/A N/A N/A N/A
1650013432 9.500 1,572.40 1-Nov-97 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650013626 9.250 1,373.87 1-Feb-98 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1700010320 12.000 1,133.59 1-Jan-91 1-Dec-00 ARM PRIME 3.950 17.950 11.950 1-May-99
1700010420 12.500 884.76 1-Nov-91 1-Oct-01 ARM PRIME 4.250 17.950 11.950 1-Apr-99
1700010464 11.250 1,703.46 1-Jan-92 1-Dec-01 ARM PRIME 3.550 16.250 10.250 1-Jun-99
1700010497 12.500 3,694.35 1-Apr-92 1-Mar-22 ARM PRIME 3.950 16.450 10.450 1-Mar-99
1720010854 6.000 1,940.88 1-Apr-94 1-Mar-09 FIXED FIXED N/A N/A N/A N/A
1720010996 8.750 1,534.07 1-Feb-95 1-Jan-00 FIXED FIXED N/A N/A N/A N/A
1720011304 9.500 1,195.70 1-Sep-95 1-Aug-05 FIXED FIXED N/A N/A N/A N/A
1720012241 9.000 1,265.27 1-Jul-96 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
1720012333 8.500 2,114.52 1-Oct-96 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
1720012709 8.500 1,601.27 1-Feb-97 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
1720012974 8.000 525.38 1-Apr-97 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
2700010913 11.250 2,368.15 1-Feb-94 1-Jan-24 ARM PRIME 3.550 13.950 7.950 1-Jul-99
3650011398 9.500 1,934.53 1-May-77 1-Apr-07 FIXED FIXED N/A N/A N/A N/A
3650011409 10.000 2,106.18 1-Jan-79 1-Dec-08 FIXED FIXED N/A N/A N/A N/A
3650011416 9.500 1,513.80 1-Oct-77 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
3650011424 15.500 1,319.58 1-Dec-84 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
3700011598 10.212 2,788.78 1-Feb-88 1-Jan-00 ARM 6MOLIBOR 3.650 16.212 10.212 1-Jun-99
3700011892 9.500 5,253.17 1-Sep-95 1-Sep-05 ARM 6MOLIBOR 3.500 15.500 9.500 1-May-99
3720011393 13.500 3,320.00 1-Nov-80 1-Oct-00 FIXED FIXED N/A N/A N/A N/A
3720011402 9.625 2,603.00 1-Jul-74 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
3720011403 9.250 925.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011404 8.000 1,983.00 1-Aug-74 1-Jul-04 FIXED FIXED N/A N/A N/A N/A
3720011405 8.750 984.00 1-Sep-74 1-Aug-04 FIXED FIXED N/A N/A N/A N/A
3720011427 9.500 3,059.00 15-Apr-76 15-Mar-01 FIXED FIXED N/A N/A N/A N/A
3720011432 14.000 1,917.05 13-Jun-91 13-May-06 FIXED FIXED N/A N/A N/A N/A
3720011612 9.250 3,200.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011616 9.500 3,714.50 1-Jul-77 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
21630011696 9.250 1,642.28 1-Dec-95 1-Nov-25 ARM 6MOLIBOR 4.250 14.000 7.500 1-May-99
21630012785 11.250 2,609.16 1-Jul-97 1-Jun-27 ARM PRIME 3.500 14.750 8.750 1-Jun-99
21630012904 9.500 1,115.00 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012928 9.500 1,110.29 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012931 10.250 1,622.05 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
21630012954 9.750 1,342.08 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012959 9.875 1,091.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
21630012960 9.750 1,410.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012972 9.750 1,242.36 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012973 9.500 1,309.19 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012975 9.750 3,301.60 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630012976 9.750 2,401.17 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630012977 9.750 1,546.35 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012990 9.750 1,260.61 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012992 9.750 5,880.54 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
21630013010 9.375 5,150.94 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013027 9.375 913.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013028 9.625 1,126.56 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013029 9.750 1,895.21 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630013030 9.625 1,324.15 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013032 9.875 1,181.32 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
21630013034 8.750 3,027.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013037 10.630 1,412.14 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.500 10.630 1-Apr-00
21630013045 9.125 10,971.93 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013048 9.375 1,837.58 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
21630013050 9.125 2,296.63 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013063 9.250 2,136.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.500 7.500 1-Apr-99
21630013064 9.625 6,032.68 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 7.500 1-Apr-99
21630013068 10.375 2,167.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Apr-99
21630013070 9.375 1,769.06 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
21630013071 9.625 1,421.82 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013090 9.250 1,060.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-May-99
21630013109 9.000 1,176.43 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013111 9.000 1,044.98 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
21630013137 9.000 982.95 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013143 8.750 1,651.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013149 9.250 1,707.11 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630013152 9.125 819.29 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013164 7.875 6,706.33 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
21630013185 9.625 1,859.74 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jul-99
21630013186 9.625 1,352.34 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
21630013193 8.875 1,310.38 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013195 9.125 1,453.00 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013204 9.125 1,325.42 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013207 8.875 1,214.25 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013216 9.750 5,154.93 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 9.750 1-Jun-00
21630013217 8.875 974.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013218 9.125 1,229.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013222 9.125 626.16 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013241 8.875 1,401.52 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013243 8.875 1,786.21 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013246 9.125 1,282.80 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013256 8.875 2,367.34 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013258 8.875 2,801.02 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013263 8.875 942.24 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013265 8.875 1,006.96 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013266 8.875 6,266.49 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
21630013272 9.500 2,423.45 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013273 8.875 924.41 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013275 9.125 1,109.57 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013276 9.375 1,231.37 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Jul-99
21630013281 9.125 1,431.21 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013306 9.500 2,720.14 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013307 9.500 7,871.46 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.750 1-Aug-99
21630013310 9.500 881.26 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013311 9.250 1,940.60 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Aug-99
21630013320 9.750 1,440.82 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Aug-99
21630013340 9.000 4,881.84 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.250 13.450 7.500 1-Aug-99
21630013341 9.750 15,624.12 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013345 9.500 1,952.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Aug-99
21630013346 9.250 14,467.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 14.250 8.250 1-Aug-99
21630013351 9.500 1,468.76 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630013353 9.875 1,070.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Apr-99
21630013361 9.625 1,460.57 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013367 9.750 1,080.61 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630013374 9.500 1,610.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Mar-99
21630013378 9.625 1,740.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013380 9.750 1,120.67 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Mar-99
21630013382 9.500 4,619.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 22-Feb-99
21630013387 8.375 5,129.10 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
21630013392 10.250 2,124.19 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-Mar-99
21630013393 9.625 2,199.33 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013404 9.250 1,170.03 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
21630013415 9.375 2,242.81 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013416 9.375 1,248.43 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Apr-99
21630013418 10.250 12,804.28 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
21630013422 8.875 4,174.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013423 8.875 1,828.94 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013433 8.875 999.15 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013434 8.875 1,669.87 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013444 9.125 1,300.97 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
21630013445 9.375 891.55 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
21630013448 8.875 1,261.33 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21630013457 9.125 1,189.15 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
21630013462 8.875 1,664.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
21630013466 8.750 903.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.250 7.250 1-May-99
21630013467 8.875 1,080.61 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013481 8.750 1,032.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
21630013482 8.750 1,889.49 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-May-99
21630013483 8.500 1,855.29 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013492 8.500 1,247.91 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013497 8.875 5,619.52 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.500 7.500 1-May-99
21630013499 9.500 716.33 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-May-99
21630013511 9.625 2,334.53 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.450 7.950 1-Jun-99
21630013513 7.750 1,970.73 1-Dec-97 1-Nov-27 ARM 1YRCMT 2.990 13.250 7.750 1-May-99
21630013518 8.440 3,898.88 1-Dec-97 1-Nov-27 ARM 1YRCMT 2.990 14.440 8.440 1-May-99
21630013520 9.600 1,366.13 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 9.600 1-May-99
21630013523 8.500 5,344.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013548 8.875 1,112.50 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.700 7.700 1-Jun-99
21630013550 8.875 904.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013551 8.625 2,746.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013553 8.625 2,738.76 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013554 8.625 2,243.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013559 8.625 1,944.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jun-99
21630013560 9.125 1,336.64 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jun-99
21630013571 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013572 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013577 8.625 1,282.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013580 8.657 1,506.17 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jul-99
21630013582 8.625 1,631.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013595 8.875 2,225.21 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013598 8.625 1,274.90 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013599 8.875 694.76 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013600 8.625 3,107.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013617 9.625 17,399.00 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.450 7.950 1-Jul-99
21630013619 8.625 1,009.91 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013629 8.875 2,147.08 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013640 8.625 1,689.90 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013648 8.625 1,903.57 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.250 12.750 7.750 1-Aug-99
21630013651 8.625 1,252.64 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013652 8.625 4,660.87 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 12.750 7.250 1-Jul-99
21630013659 9.125 3,290.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013663 8.875 1,049.83 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013669 8.875 3,069.42 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013670 8.125 4,833.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
21630013675 9.750 966.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.250 9.750 1-Jul-99
21630013677 8.625 2,302.12 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013678 8.625 3,884.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013683 9.000 4,765.41 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.950 13.500 7.500 1-Aug-99
21630013684 9.125 3,254.54 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21630013685 8.625 1,447.52 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013689 9.125 973.99 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013691 9.750 2,604.57 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.000 13.990 7.990 1-Aug-99
21630013704 9.000 1,603.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013713 9.000 1,265.56 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013715 9.750 2,981.27 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21630013717 9.000 1,291.25 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.250 7.500 1-Mar-99
21630013722 8.375 1,423.48 1-Mar-98 1-Feb-28 ARM 1YRCMT 2.990 13.250 7.250 1-Aug-99
21630013724 9.250 2,526.36 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.750 1-Aug-99
21630013741 8.750 3,446.66 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.250 13.250 7.250 1-Aug-99
21630013742 8.750 2,003.19 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.250 13.250 7.250 1-Aug-99
21630013768 8.375 2,968.17 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 2.700 12.990 6.990 1-Mar-99
21630013779 9.250 6,478.01 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 9.120 1-Mar-99
21630013784 8.750 2,946.40 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
21630013803 9.000 1,873.33 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630013830 9.000 1,406.19 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013831 9.000 1,518.73 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013841 9.000 4,005.67 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013843 9.000 3,499.44 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013845 9.000 3,021.33 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013848 9.000 1,205.31 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013858 9.460 2,117.83 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 12.500 9.460 1-Apr-99
21630013873 8.750 2,553.11 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
21630013874 9.000 1,536.70 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.500 7.500 1-Apr-99
21630013884 9.000 337.47 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.950 13.500 7.500 1-Apr-99
21630013886 9.000 1,295.90 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013892 9.000 1,416.45 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013902 9.000 1,808.25 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013903 9.210 6,361.86 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.500 9.210 1-Apr-99
21630013919 8.060 6,818.66 1-Jun-98 1-May-28 ARM 1YRCMT 2.700 11.900 8.060 1-May-99
21630013935 8.750 3,294.41 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 12.500 7.500 1-May-99
21630013953 9.250 751.80 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630014004 9.970 1,355.13 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.250 13.820 9.970 1-Jun-99
21630014015 9.125 1,400.00 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630014047 8.625 1,107.03 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21650010908 9.000 1,448.33 1-Aug-94 1-Jul-09 FIXED FIXED N/A N/A N/A N/A
21650013155 9.500 1,231.02 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
21650013662 8.625 1,575.03 1-Feb-98 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
21650013665 9.375 1,434.77 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21650013693 9.500 782.00 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21650013725 10.250 1,411.36 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013750 8.875 1,402.33 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013755 9.875 1,913.41 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013794 8.840 4,362.26 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013796 8.950 4,405.66 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013808 8.790 927.74 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013837 9.490 1,470.22 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013846 9.165 1,428.92 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013850 9.500 1,362.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013857 8.853 1,409.48 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013864 9.875 2,778.72 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013897 9.570 1,125.14 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013899 8.440 13,100.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013904 9.195 998.81 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013914 8.570 1,625.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013918 8.540 1,441.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013920 9.320 893.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013936 8.820 1,136.10 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013951 8.963 1,828.48 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013954 9.150 1,449.45 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013955 8.650 1,461.70 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013957 8.650 2,419.59 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013960 8.650 2,514.12 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013989 8.650 1,992.23 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650014006 8.350 3,270.21 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650014007 8.475 3,337.07 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014011 8.775 1,685.40 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014035 8.900 1,407.48 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014039 8.640 1,640.28 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014040 8.640 1,012.52 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014057 8.640 1,343.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014068 8.640 1,799.17 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014075 8.640 1,690.13 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21700011060 11.250 2,429.64 1-Mar-95 1-Feb-25 ARM PRIME 3.550 14.450 8.450 1-Jul-99
21700011525 12.000 4,614.11 1-Oct-95 1-Sep-25 ARM PRIME 3.550 17.300 8.750 1-Mar-99
21700011808 11.250 407.88 1-Feb-96 1-Jan-26 ARM PRIME 3.550 16.000 8.950 1-Jul-99
21700012620 12.000 2,988.10 1-Jan-97 1-Dec-26 ARM PRIME 4.250 15.250 9.250 1-Jun-99
21700012962 10.750 4,233.10 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
21700013016 10.750 2,048.85 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
21700013106 8.875 23,204.21 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
21700013110 9.750 6,011.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.750 14.200 8.200 1-May-99
21700013115 12.000 1,129.34 1-Jun-97 1-May-27 ARM PRIME 3.950 14.950 8.950 1-May-99
21700013118 9.750 1,717.08 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-May-99
21700013121 11.250 1,454.77 1-Jun-97 1-May-27 ARM PRIME 3.250 14.750 8.750 1-May-99
21700013124 11.250 1,949.39 1-Jun-97 1-May-27 ARM PRIME 3.250 14.750 8.750 1-May-99
21700013146 9.500 5,575.96 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
21700013167 11.750 907.04 1-Jul-97 1-Jun-27 ARM PRIME 3.950 14.950 8.950 1-Jun-99
21700013168 11.750 1,229.54 1-Jul-97 1-Jun-27 ARM PRIME 3.950 14.950 8.950 1-Jun-99
21700013171 10.125 3,719.88 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Jun-99
21700013200 10.625 1,620.05 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
21700013234 9.875 3,992.02 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jul-99
21700013237 10.125 1,195.71 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Jul-99
21700013240 11.000 246.40 1-Aug-97 1-Jul-27 ARM PRIME 3.250 14.750 8.750 1-Jul-99
21700013249 10.625 2,340.07 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jul-99
21700013288 10.250 2,862.52 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
21700013354 10.750 1,397.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 14.500 8.500 1-Mar-99
21700013355 10.750 1,704.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 14.500 8.500 1-Mar-99
21700013370 10.750 2,069.69 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-Mar-99
21700013402 11.750 806.48 1-Oct-97 1-Sep-22 ARM PRIME 3.250 14.750 9.250 10-Mar-99
21700013442 8.875 6,361.32 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21700013532 9.750 1,931.51 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.750 13.700 8.200 1-May-99
21700013546 11.000 929.76 1-Jan-98 1-Dec-27 ARM PRIME 3.250 14.500 8.500 1-Jun-99
21700013562 9.580 7,562.07 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.700 15.580 9.580 1-Jun-99
21700013603 10.375 4,511.96 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 5.250 13.700 8.200 1-Jul-99
21700013610 9.375 8,711.39 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 6.700 1-Jul-99
21700013621 10.375 1,204.67 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 5.250 14.250 8.250 1-Jul-99
21700013641 9.375 814.11 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
21700013687 9.750 10,974.36 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013701 9.950 14,482.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013709 9.700 1,166.03 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21700013840 10.500 2,466.20 1-May-98 1-Apr-28 ARM PRIME 3.250 14.500 8.500 1-Apr-99
21700013847 9.700 1,404.96 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.750 12.700 7.700 1-Apr-99
21700014008 8.875 2,474.26 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jun-99
21700031791 9.700 2,628.06 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21720013703 9.750 2,545.09 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21720013721 9.375 3,077.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21720013759 9.250 5,138.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
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21720013798 9.290 1,634.10 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
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21720013849 10.045 1,497.53 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
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21720013915 9.320 2,462.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013916 10.070 2,339.29 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013930 8.820 2,802.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013938 8.570 5,127.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013969 8.650 16,890.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013983 9.400 2,142.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013986 10.275 2,693.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720014013 9.600 7,633.44 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014037 8.650 10,816.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014042 9.400 2,542.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22330013086 10.500 4,098.04 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
22600013301 9.500 4,618.57 1-Sep-97 1-Aug-12 ARM 6MOLIBOR 3.750 13.750 7.750 1-Aug-99
22630011247 10.250 2,852.26 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 14.363 7.950 1-Aug-99
22630012540 9.000 1,233.14 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630012726 9.625 938.77 1-Feb-97 1-Jan-27 ARM 6MOLIBOR 4.500 14.000 8.000 1-Jul-99
22630012924 9.125 2,048.09 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
22630012947 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012948 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012953 9.200 1,330.97 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012988 10.060 4,383.59 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 10.060 1-Mar-00
22630012995 9.750 1,672.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
22630013004 10.875 2,024.86 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.950 8.950 1-Apr-99
22630013012 9.625 1,794.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Apr-99
22630013060 9.625 721.76 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Apr-99
22630013082 9.000 2,425.25 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013128 8.750 1,354.87 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
22630013130 9.000 5,309.01 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013131 9.000 2,111.54 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013140 9.000 2,894.68 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
22630013159 11.000 1,207.68 1-Jun-97 1-May-27 ARM PRIME 2.950 14.250 8.250 1-May-99
22630013177 9.125 683.08 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013192 9.375 1,047.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Jun-99
22630013209 9.125 1,309.23 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013215 9.125 3,286.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.250 7.750 1-Jul-99
22630013219 9.125 1,951.65 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013253 9.125 819.29 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013257 9.125 1,341.76 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013261 10.000 1,226.51 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Aug-99
22630013279 9.500 2,517.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013284 9.625 1,781.05 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013285 9.625 3,752.31 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013312 9.500 1,269.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013326 9.500 3,065.40 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013344 9.375 8,437.49 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
22630013359 9.750 892.52 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013369 9.750 2,231.30 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013398 9.125 1,058.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Apr-99
22630013399 9.750 1,756.75 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013417 9.500 3,122.74 1-Dec-97 1-Nov-12 ARM 6MOLIBOR 4.500 13.500 7.500 1-May-99
22630013430 9.125 967.58 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
22630013435 8.875 3,432.36 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
22630013441 10.625 3,651.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.250 14.450 8.950 1-Apr-99
22630013486 7.750 1,899.96 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.750 13.500 7.500 1-May-99
22630013501 8.750 1,938.75 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
22630013502 7.250 8,704.65 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.250 7.250 1-May-99
22630013540 10.125 9,168.77 1-Jan-98 1-Dec-04 ARM 6MOLIBOR 5.000 14.000 8.500 1-Jun-99
22630013543 8.875 1,113.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013544 8.875 1,938.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013564 8.875 3,518.61 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
22630013566 8.875 789.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013567 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
22630013585 8.875 835.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
22630013607 8.875 755.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.990 7.990 1-Jul-99
22630013608 7.625 2,682.17 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.500 7.500 1-Jul-99
22630013611 7.625 7,043.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.250 7.250 1-Jul-99
22630013636 9.750 1,480.23 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.125 14.250 8.250 1-Aug-99
22630013637 8.875 2,076.09 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
22630013650 8.625 1,690.19 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
22630013658 8.750 7,308.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.500 1-Jul-99
22630013679 8.875 2,384.93 1-Feb-98 1-Jan-05 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jul-99
22630013680 9.500 3,182.61 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.375 13.740 7.990 1-Jul-99
22630013740 9.625 1,641.61 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.875 13.250 9.495 1-Aug-99
22630013745 9.250 1,388.12 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.250 7.750 1-Aug-99
22630013746 9.625 1,274.88 1-Apr-98 1-Mar-05 ARM 6MOLIBOR 3.950 13.750 9.500 1-Mar-99
22630013780 8.750 1,355.96 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
22630013786 9.000 644.53 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013787 8.875 1,932.14 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.125 12.250 7.500 1-Mar-99
22630013800 9.750 3,002.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.000 13.250 7.750 1-Mar-99
22630013819 8.750 466.82 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
22630013820 9.490 2,292.11 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 5.000 13.990 7.990 1-Mar-99
22630013822 7.750 2,953.12 1-Apr-98 1-Mar-28 ARM 1YRCMT 2.700 12.990 6.990 1-Mar-99
22630013862 7.625 1,432.79 1-May-98 1-Apr-28 ARM 1YRCMT 3.000 13.250 7.250 1-Apr-99
22630013863 9.000 1,406.14 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-Apr-99
22630013868 9.125 740.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.750 1-Apr-99
22630013906 8.360 16,223.90 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 8.360 1-May-99
22630013961 8.625 1,515.30 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-May-99
22630014022 9.030 18,152.58 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.250 13.250 9.030 1-Jun-99
22650012504 10.500 4,310.71 1-Dec-96 1-Nov-01 FIXED FIXED N/A N/A N/A N/A
22650013376 10.170 1,442.06 1-Oct-97 1-Sep-04 FIXED FIXED N/A N/A N/A N/A
22650013400 9.500 1,034.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
22650013431 10.880 1,117.17 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013459 9.800 7,828.11 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013565 9.450 1,406.52 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
22650013568 8.875 2,068.68 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
22650013606 9.440 12,173.42 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013613 8.930 6,536.66 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013614 8.930 2,248.85 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013615 8.930 5,247.32 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013747 8.940 3,401.32 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013748 8.940 6,402.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013761 8.625 1,487.53 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013818 9.040 1,130.51 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013869 9.000 2,574.80 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013871 8.320 2,353.66 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013881 8.150 18,234.08 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013893 8.820 2,216.78 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013894 8.290 2,799.91 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013905 8.655 1,871.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013928 9.450 1,306.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013929 9.150 1,992.12 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013964 8.900 2,003.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013971 8.963 2,586.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013972 8.900 1,646.71 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013994 8.963 661.62 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014019 9.140 1,405.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014021 9.650 364.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014028 8.890 1,310.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014031 8.640 2,468.98 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014061 8.140 14,870.96 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22700012966 12.000 1,471.45 1-Jul-97 1-Jun-22 ARM PRIME 4.200 15.200 9.200 1-Jun-99
22700012989 9.875 3,864.20 1-May-97 1-Apr-22 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
22700012996 9.625 5,094.18 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-Mar-99
22700013041 11.500 1,951.31 1-May-97 1-Apr-27 ARM PRIME 3.250 14.750 8.750 1-Apr-99
22700013058 9.250 5,329.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
22700013129 9.500 3,230.42 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
22700013178 9.625 6,706.10 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
22700013210 10.625 1,135.42 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
22700013233 9.500 11,653.97 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.375 13.875 8.375 1-Jul-99
22700013350 9.625 2,623.59 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013377 11.250 659.00 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Mar-99
22700013401 9.625 7,640.81 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013425 10.875 2,466.01 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.500 14.500 9.000 1-Apr-99
22700013443 9.875 8,127.93 1-Nov-97 1-Oct-17 ARM 6MOLIBOR 4.500 14.500 9.000 1-Apr-99
22700013470 9.500 12,153.63 1-Dec-97 1-Nov-07 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013494 9.500 1,478.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013498 10.000 1,082.44 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-May-99
22700013507 8.625 2,719.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.700 13.490 7.990 1-May-99
22700013521 10.250 1,074.32 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
22700013570 11.750 2,519.69 1-Jan-98 1-Dec-27 ARM PRIME 3.950 14.750 9.250 1-Jun-99
22700013584 9.375 1,346.04 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jun-99
22700013594 10.125 4,030.12 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 5.000 14.250 8.250 1-Jul-99
22700013638 10.250 2,607.01 1-Feb-98 1-Jan-08 ARM 6MOLIBOR 4.250 14.200 10.250 1-Jul-99
22700013666 9.750 1,283.46 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.625 13.700 8.450 1-Jul-99
22700013760 9.500 5,234.60 1-Apr-98 1-Mar-23 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
22720013616 9.875 3,655.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013681 9.480 3,684.72 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013706 9.600 1,188.89 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
22720013764 9.810 1,298.25 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013776 9.540 3,796.99 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013778 9.390 11,042.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013852 9.040 2,862.20 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013870 9.540 2,362.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013912 8.570 19,347.00 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013925 9.915 958.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013942 8.900 2,665.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013967 8.400 4,942.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013974 8.900 1,992.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720014020 9.015 5,438.49 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23600013293 9.750 12,869.28 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 14.000 8.000 1-Aug-99
23630013006 9.250 1,068.23 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
23630013021 8.875 3,879.55 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.450 7.450 1-Apr-99
23630013047 9.125 4,310.26 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.750 7.750 1-Apr-99
23630013061 8.875 1,635.87 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
23630013076 9.625 806.37 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
23630013103 9.450 1,816.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-00
23630013147 7.500 4,869.27 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
23630013287 8.375 8,736.80 1-Oct-97 1-Sep-07 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
23630013300 9.690 2,051.41 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23630013315 10.500 4,708.34 1-Sep-97 1-Aug-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013337 10.500 1,277.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013461 7.875 1,340.88 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
23630013487 9.625 1,992.29 1-Dec-97 1-Nov-17 ARM 6MOLIBOR 4.630 14.500 8.500 1-May-99
23630013500 7.500 3,619.67 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.000 7.500 1-May-99
23630013514 8.875 1,231.85 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-May-99
23630013519 8.750 2,045.69 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.750 8.250 1-May-99
23630013574 9.375 1,296.19 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013575 9.375 1,296.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013609 9.625 3,097.80 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
23630013645 8.750 10,890.95 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.950 1-Jul-99
23630013647 8.625 4,665.56 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
23630013716 9.875 1,606.45 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23630013772 9.750 4,838.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.500 13.250 7.750 1-Mar-99
23630013793 8.750 9,432.62 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.625 13.250 7.750 1-Mar-99
23630014003 8.875 4,927.57 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
23650013428 10.000 2,544.96 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
23650013775 8.500 1,691.61 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23650013975 8.400 2,827.95 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23650013984 8.650 3,792.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014053 8.400 3,428.27 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014065 8.195 2,952.25 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23700013018 10.250 1,958.28 1-May-97 1-Apr-17 ARM 6MOLIBOR 4.950 13.950 7.950 1-Apr-99
23700013093 9.250 2,723.55 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700013188 9.875 3,574.22 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jun-99
23700013299 10.500 1,734.50 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23700013325 9.250 4,108.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.450 13.750 7.750 1-Aug-99
23700013365 10.000 4,382.32 1-Oct-97 1-Sep-07 ARM 6MOLIBOR 4.250 13.750 8.250 1-Mar-99
23700013372 10.750 6,145.76 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 5.000 14.500 8.500 22-Feb-99
23700013405 10.250 5,581.88 1-Oct-97 1-Sep-17 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
23700013493 9.750 7,248.64 1-Dec-97 1-Nov-22 ARM 6MOLIBOR 4.750 13.950 8.450 1-May-99
23700013557 9.875 4,336.45 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.750 13.500 8.000 1-Jun-99
23700013558 8.875 5,726.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
23700013583 9.375 1,510.96 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 4.250 13.500 7.500 1-Jul-99
23700013590 7.625 2,827.11 1-Jan-98 1-Dec-27 ARM 1YRCMT 2.990 13.250 7.250 1-Jun-99
23700013593 9.875 1,550.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.750 13.950 8.450 1-Jul-99
23700013605 9.750 1,173.29 1-Mar-98 1-Feb-18 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013660 9.375 6,936.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
23700013661 9.750 2,366.77 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
23700013672 9.625 9,765.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.500 8.000 1-Jul-99
23700013727 10.000 5,784.72 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 8.200 1-Mar-99
23700013731 9.750 7,721.16 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013749 9.625 1,816.96 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 3.950 13.500 8.000 1-Mar-99
23700013860 9.625 3,199.56 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.250 13.450 7.950 1-Apr-99
23700013952 9.250 1,311.12 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700014062 8.125 1,402.82 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.950 13.700 7.700 1-Jun-99
23720013321 10.480 9,663.23 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23720013531 9.750 3,118.99 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
23720013547 9.450 4,964.63 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
23720013695 8.875 10,964.63 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
23720013754 9.250 12,631.64 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
23720013875 10.125 4,587.64 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013882 9.445 1,736.38 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013890 9.125 5,383.36 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013898 9.250 3,907.71 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013911 8.750 1,404.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013987 9.400 7,085.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014000 9.025 6,149.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014045 9.640 1,880.91 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23720014054 8.195 3,251.21 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24330013113 10.750 2,660.43 1-Jun-97 1-May-04 FIXED FIXED N/A N/A N/A N/A
24630011333 10.250 2,614.02 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 13.750 7.750 1-Aug-99
24630012999 9.375 1,163.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
24630013005 8.950 2,242.88 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 8.950 1-Apr-00
24630013013 9.375 1,577.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013020 9.125 2,113.02 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013085 9.375 2,323.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013108 8.750 1,572.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013117 9.000 1,768.97 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
24630013133 9.000 849.13 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013139 9.000 3,217.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013148 8.750 3,908.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013190 8.875 3,006.58 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013196 8.875 2,182.85 1-Jul-97 1-Jun-17 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013208 9.125 757.97 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013214 9.125 2,335.83 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013235 9.625 2,412.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 14.250 8.250 1-Jul-99
24630013251 9.125 609.65 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
24630013270 8.875 1,873.62 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
24630013302 10.000 1,051.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.250 8.250 1-Aug-99
24630013304 9.500 3,241.76 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013313 9.750 1,650.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
24630013332 9.500 1,322.74 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
24630013333 9.125 1,574.98 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.750 13.500 7.500 1-Aug-99
24630013352 9.500 3,273.93 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013371 10.000 4,925.99 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Mar-99
24630013385 9.500 3,594.66 1-Oct-97 1-Sep-22 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013394 9.500 2,849.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013411 9.125 1,271.82 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013436 8.875 953.85 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
24630013479 8.500 3,601.16 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013489 8.750 1,155.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013490 8.625 2,152.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013506 8.500 2,217.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013509 8.500 922.64 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-May-99
24630013515 9.625 11,304.86 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
24630013517 8.500 1,049.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013535 9.250 2,326.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24630013538 8.625 1,159.71 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013542 8.875 3,062.07 1-Jan-98 1-Dec-27 ARM 1YRCMT 4.250 13.700 7.700 1-Jun-99
24630013549 8.625 3,266.37 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013555 8.625 3,468.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013556 8.625 1,480.70 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013587 8.625 1,095.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013589 8.625 4,515.85 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013591 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013624 7.625 2,005.12 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
24630013635 8.125 3,660.14 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
24630013692 8.625 1,912.69 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013702 8.625 1,513.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013714 8.750 1,296.21 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013720 8.750 5,685.27 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013756 8.750 943.33 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013765 8.375 4,320.84 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.250 13.250 7.250 1-Mar-99
24630013766 9.000 2,565.64 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013771 8.750 1,446.16 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
24630013777 8.750 2,169.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013789 9.000 2,999.24 1-Apr-98 1-Mar-05 FIXED FIXED N/A N/A N/A N/A
24630013854 8.750 1,571.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
24630013922 8.750 1,193.68 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013931 7.250 3,338.03 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 7.250 1-May-99
24630013956 8.500 3,139.76 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013963 8.500 1,728.14 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013990 8.500 5,184.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013991 8.625 3,932.66 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014009 8.500 1,094.55 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630014052 9.125 6,927.01 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 14.125 8.125 1-Jun-99
24630014067 8.625 1,204.19 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014078 7.875 3,260.99 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.750 12.250 7.250 1-Jun-99
24650012784 9.880 5,931.17 1-Mar-97 1-Feb-02 FIXED FIXED N/A N/A N/A N/A
24650013220 9.880 912.16 1-Jul-97 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
24650013384 9.000 9,444.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
24650013465 9.625 2,039.98 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013485 9.125 3,254.54 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013671 9.130 8,139.95 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013674 9.500 1,681.71 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013815 8.790 1,395.87 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013816 8.790 2,368.68 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013838 9.125 884.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013853 9.500 1,229.75 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013855 9.500 1,185.61 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013859 8.750 2,753.46 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013944 8.570 2,873.03 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013946 8.400 1,457.02 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013980 8.900 2,411.93 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013992 8.900 3,701.86 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650014014 8.750 1,258.73 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014024 8.400 7,313.65 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014034 9.400 2,302.74 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24700012968 9.875 2,411.40 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013000 10.500 9,039.14 1-Apr-97 1-Mar-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Mar-99
24700013172 9.625 2,429.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
24700013183 11.000 566.37 1-Jul-97 1-Jun-27 ARM PRIME 3.250 14.750 8.750 1-Jun-99
24700013317 10.250 2,429.57 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013322 10.250 2,413.02 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013390 10.250 7,109.02 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
24700013412 9.875 4,401.44 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013438 9.625 4,074.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Apr-99
24700013475 9.250 862.93 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24700013744 9.700 1,792.71 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
24700013970 10.250 9,843.31 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
24720013642 9.875 3,691.72 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24720013688 9.375 6,487.68 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24720013965 10.000 526.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25630011929 10.000 1,233.44 1-Mar-96 1-Feb-26 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
25630012969 8.375 2,051.49 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.250 13.500 7.500 1-Mar-99
25630013007 7.625 7,051.49 1-May-97 1-Apr-27 ARM 1YRCMT 3.000 13.500 7.500 1-Apr-99
25630013054 7.875 11,485.67 1-May-97 1-Apr-27 ARM 1YRCMT 3.250 13.500 7.500 1-Apr-99
25630013075 8.875 2,782.69 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
25630013077 7.375 4,948.42 1-Jun-97 1-May-27 ARM 1YRCMT 3.125 13.375 7.375 1-May-99
25630013087 7.500 3,153.94 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.500 7.500 1-May-99
25630013100 7.750 5,920.64 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.750 7.750 1-May-99
25630013101 7.500 3,151.63 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
25630013123 7.250 2,939.48 1-Jun-97 1-May-27 ARM 1YRCMT 2.950 13.250 7.250 1-May-99
25630013162 7.875 4,787.04 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
25630013252 7.875 1,088.20 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jul-99
25630013255 8.125 2,450.67 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.500 13.450 7.950 1-Jul-99
25630013296 8.625 4,437.05 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.250 13.500 7.500 1-Aug-99
25630013360 8.375 2,013.70 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
25630013396 8.625 3,887.24 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013397 8.625 3,692.87 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013427 7.500 8,045.50 1-Nov-97 1-Oct-27 ARM 1YRCMT 2.950 13.250 7.250 1-Apr-99
25630013472 7.950 7,856.25 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013473 7.950 6,722.28 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013649 7.250 2,181.56 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.950 13.250 7.250 1-Jul-99
25630013769 8.290 3,506.48 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25630013976 7.250 2,080.64 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 12.250 7.250 1-May-99
25650013474 9.300 2,590.46 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
25650013536 8.960 6,413.97 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
25650013805 8.290 6,843.29 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25650013988 8.900 1,602.85 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25700013079 9.250 1,352.03 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
25700013424 9.625 5,170.11 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Apr-99
25700013534 10.250 1,567.05 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
25700013588 9.125 8,167.27 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 3.950 13.750 8.250 1-Jul-99
25720013995 8.900 1,873.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25720014036 8.890 3,346.23 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26600013221 9.625 10,613.39 1-Jul-97 1-Jun-07 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26630012473 11.250 4,122.27 1-Aug-95 1-Jul-25 ARM PRIME 3.550 16.450 8.450 1-Jul-99
26630012982 8.875 4,769.48 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.750 13.500 7.500 1-Mar-99
26630013025 9.125 3,117.65 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013031 9.125 2,031.84 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013053 8.125 1,066.17 1-May-97 1-Apr-27 ARM 1YRCMT 3.500 13.500 7.500 1-Apr-99
26630013062 8.875 1,489.39 1-Jan-97 1-Dec-26 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
26630013066 9.875 1,418.11 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Apr-99
26630013067 8.750 1,927.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013102 8.750 1,022.41 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013114 8.750 1,218.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013134 8.750 3,922.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013151 9.125 11,987.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
26630013203 7.500 910.24 1-Jul-97 1-Jun-27 ARM 1YRCMT 2.950 13.250 7.250 1-Jun-99
26630013277 9.500 2,475.91 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
26630013329 10.000 1,892.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
26630013334 10.000 3,501.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
26630013375 8.625 1,592.76 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.500 8.000 1-Mar-99
26630013408 8.000 8,420.13 1-Oct-97 1-Sep-27 ARM 1YRCMT 2.950 13.500 7.750 1-Mar-99
26630013458 7.875 1,553.94 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
26630013526 8.875 832.39 1-Jan-98 1-Dec-17 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
26630013529 9.250 3,948.85 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
26630013643 8.625 4,161.86 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
26630013901 8.750 2,609.20 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26650013530 8.500 2,114.52 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
26650013733 8.560 1,670.05 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013738 9.310 1,995.88 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013757 9.310 892.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013762 8.560 3,131.34 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013821 8.540 2,377.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013838 8.790 6,513.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013844 8.820 4,116.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013851 8.570 2,205.56 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013856 8.570 2,476.42 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013888 8.070 1,721.06 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013909 9.570 1,979.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013924 8.320 7,750.99 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013941 8.070 2,585.28 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013962 8.275 2,861.50 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650014029 8.400 3,009.26 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26650014059 8.640 3,115.43 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26700012569 8.500 1,221.18 1-Dec-96 1-Nov-26 ARM 6MOLIBOR 3.500 13.450 7.450 1-May-99
26700012929 10.750 1,747.28 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
26700012967 10.250 1,430.71 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
26700013145 9.625 3,147.26 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013223 9.625 12,778.94 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013227 9.625 15,749.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
26700013268 10.000 2,008.04 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Aug-99
26700013278 9.375 4,767.88 1-Aug-97 1-Jul-22 ARM 6MOLIBOR 4.250 13.750 7.750 1-Jul-99
26700013403 9.625 1,401.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.950 8.450 1-Apr-99
26700013449 9.625 2,168.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.200 7.700 1-Apr-99
26700013496 8.875 4,136.10 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
26700013627 8.875 1,985.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-Jul-99
26700013664 9.625 4,132.09 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 4.500 14.200 8.200 1-Jul-99
26700013934 8.625 4,390.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-May-99
26720013654 9.780 1,697.16 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
26720013887 9.320 3,311.02 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26720013933 9.790 2,659.47 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26720014038 9.140 3,258.87 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27630013230 9.375 1,891.83 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27630013896 9.500 2,064.89 1-May-98 1-Apr-18 ARM 6MOLIBOR 4.125 13.500 8.250 1-Apr-99
27650013813 9.040 605.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
27650013999 8.900 1,196.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27700013116 9.500 1,344.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
27700013267 9.375 1,413.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27700013389 10.250 3,132.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.875 14.330 8.330 1-Apr-99
27720013977 9.400 937.77 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
28630013126 9.500 1,182.46 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 15.500 9.500 1-May-00
28630013269 8.375 899.44 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.750 13.500 7.500 1-Jul-99
28630013602 7.500 1,154.16 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.700 13.500 7.500 1-Jul-99
28630013707 9.950 1,047.18 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
28630013753 9.000 1,810.41 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
28630013817 8.000 8,803.13 1-May-98 1-Apr-28 ARM 1YRCMT 3.375 13.990 7.990 1-Apr-99
28630013985 9.650 3,082.53 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013836 8.853 2,382.21 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
28650013889 8.695 4,133.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013917 9.310 1,186.79 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013937 8.963 2,556.26 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013943 9.000 1,750.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013968 8.963 7,518.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013997 8.900 1,076.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28700013089 10.875 5,649.07 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Apr-99
28700013119 10.500 2,262.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-May-99
28700013239 9.875 22,478.50 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.750 14.500 8.500 1-Jul-99
28700013338 9.500 1,486.27 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
28700013357 9.625 8,831.37 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
28700013363 12.000 5,483.60 1-Oct-97 1-Sep-17 ARM PRIME 3.500 14.450 8.950 1-Mar-99
28700013388 10.250 4,292.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
28700013644 10.500 6,403.38 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.950 10.500 1-Jul-99
28720013770 10.000 1,908.28 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
28720013996 10.150 2,026.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28720014049 10.150 2,757.89 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29630013166 9.125 1,175.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013198 9.125 2,521.39 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013205 9.125 661.78 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
29630013294 9.500 1,805.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.755 13.450 7.950 1-Aug-99
29630013331 9.000 2,212.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013478 9.000 2,775.79 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013510 9.000 2,533.82 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013516 9.125 7,117.60 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013533 9.125 1,220.24 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013632 8.125 2,708.92 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
29630013732 8.875 5,752.06 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.500 13.990 7.990 1-Aug-99
29630013826 9.000 1,657.69 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013827 9.000 2,225.45 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013829 9.000 1,059.09 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29650013453 9.500 1,425.25 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
29650013504 9.500 1,759.49 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
29650013541 9.550 3,016.07 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
29650013807 8.875 1,432.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
29650013880 9.570 10,067.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013883 8.700 1,115.97 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013895 8.780 1,366.68 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29650013900 8.875 835.43 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013978 8.650 1,364.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29700013297 9.750 3,002.44 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Aug-99
29700013362 10.250 992.94 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
29700013455 11.500 1,328.19 1-Nov-97 1-Oct-02 ARM PRIME 3.250 14.750 9.250 1-Apr-99
29700013708 10.500 2,046.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 5.000 14.500 8.500 1-Aug-99
29700013797 9.200 3,323.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Mar-99
29720013734 9.630 1,147.58 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
29720013959 10.150 4,443.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720013982 9.650 1,064.78 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720014043 8.775 7,002.67 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29720014044 9.850 1,796.30 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
</TABLE>
<PAGE>
EXHIBIT A
FORM OF OWNERSHIP CERTIFICATE
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
OWNERSHIP CERTIFICATE
evidencing a non-assessable, fully paid 100% interest in the Ownership
Certificate, which evidences the entire beneficial ownership interest in
ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware business trust
whose assets include various commercial mortgage loans (the "Mortgage
Loans") deposited by Imperial Credit Commercial Mortgage Acceptance Corp.
(the "Depositor")
Date of Deposit Trust Agreement: Certificate Percentage Interest
As of February 1, 1999 Evidenced by this Ownership
Certificate: 100%
Closing Date: March 10, 1999
Depositor: Imperial Credit Commercial Owner Trustee: Wilmington Trust
Mortgage Acceptance Corp. Company
Ownership Certificate No. [_____]
THIS OWNERSHIP CERTIFICATE DOES NOT REPRESENT AN INTEREST IN, OR
OBLIGATION OF, THE DEPOSITOR, THE OWNER TRUSTEE, ANY OF THEIR RESPECTIVE
AFFILIATES, OR ANY OTHER PERSON OTHER THAN THE TRUST. NEITHER THIS OWNERSHIP
CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED, IN WHOLE OR IN
PART, BY ANY GOVERNMENTAL ENTITY OR INSTRUMENTALITY OR ANY PRIVATE INSURER OR
GUARANTOR.
UNLESS PERMITTED BY SECTION 12.1 OF THE DEPOSIT TRUST AGREEMENT, NO
TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION (INCLUDING, WITHOUT LIMITATION, ANY
TRANSACTION RESULTING IN A CHANGE OF OWNERSHIP OF THE OWNERSHIP CERTIFICATE) OF
THIS OWNERSHIP CERTIFICATE OR INTEREST HEREIN SHALL BE MADE UNLESS (I) SUCH
TRANSFER, SALE, PLEDGE OR THE DISPOSITION IS EXEMPT FROM THE REGISTRATION AND/OR
QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE SECURITIES ACT AND
SUCH STATE SECURITIES LAWS , (II) FOR SO LONG AS ANY OFFERED BOND IS
OUTSTANDING, EITHER (A) THE OWNERSHIP CERTIFICATE IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL THE OUTSTANDING PRIVATE BONDS TO A
REIT OR A QRS THAT HAS PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE TO THE EFFECT
THAT SUCH TRANSFEREE IS A REIT OR QRS, AS APPLICABLE, OR (B) THE TRANSFER, SALE,
PLEDGE OR OTHER DISPOSITION OF THE OWNERSHIP CERTIFICATE WOULD NOT CAUSE THE
TRUST TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A CORPORATION, AS
EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE OWNER TRUSTEE. THE TRUST HAS
NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT,
AND NO TRANSFER OF THIS OWNERSHIP CERTIFICATE MAY BE MADE TO ANY PERSON THAT
WOULD REQUIRE THE TRUST TO BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT. NO TRANSFER OF THIS OWNERSHIP CERTIFICATE OR ANY
INTEREST HEREIN SHALL BE MADE (A) TO ANY PLAN, OR (B) TO ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING SUCH OWNERSHIP CERTIFICATE OR INTEREST HEREIN
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF A PLAN.
FOR SO LONG AS THE BONDS ARE OUTSTANDING AND THE LIEN OF THE
INDENTURE HAS NOT BEEN SATISFIED AND DISCHARGED, THE OWNERSHIP CERTIFICATE
REGISTRAR SHALL REFUSE TO REGISTER ANY SALE, TRANSFER OR OTHER DISPOSITION OF
THE OWNERSHIP CERTIFICATE, UNLESS (I) THE OWNER TRUSTEE SHALL HAVE RECEIVED
WRITTEN CONFIRMATION FROM EACH RATING AGENCY TO THE EFFECT THAT SUCH SALE,
TRANSFER OR OTHER DISPOSITION WILL NOT RESULT IN AN ADVERSE RATING EVENT AND
(II) THE PROPOSED TRANSFEREE SHALL DELIVER AN OPINION OF COUNSEL, ACCEPTABLE IN
FORM AND SUBSTANCE TO THE RATING AGENCIES WITH RESPECT TO THE
"NON-CONSOLIDATION" OF THE TRUST AND THE PROPOSED TRANSFEREE.
NO ASSIGNMENT, CONVEYANCE OR OTHER TRANSFER OF THIS OWNERSHIP
CERTIFICATE SHALL BE EFFECTIVE UNLESS THE TRANSFEREE SHALL HAVE EXECUTED AND
DELIVERED TO THE OWNER TRUSTEE AN INSTRUMENT CONTAINING THE TRANSFEREE'S
AGREEMENT TO BE BOUND BY THE TERMS OF THE DEPOSIT TRUST AGREEMENT.
This Ownership Certificate is issued pursuant to, and in accordance
with, the terms of a Deposit Trust Agreement, dated as of February 1, 1999 (the
"Deposit Trust Agreement"; terms not otherwise defined herein shall have the
meanings assigned to those terms in the Deposit Trust Agreement), between
Imperial Credit Commercial Mortgage Acceptance Corp., as depositor (in such
capacity, the "Depositor"), and Wilmington Trust Company, as Owner Trustee (the
"Owner Trustee"), a summary of certain of the pertinent provisions of which are
set forth herein. This Ownership Certificate is issued under and is subject to
the terms, provisions and conditions of the Deposit Trust Agreement, to which
Deposit Trust Agreement the holder of this Ownership Certificate by virtue of
the acceptance hereof assents and by which such Ownership Certificateholder is
bound. In the event of a conflict between the provisions of this Ownership
Certificate and those of the Deposit Trust Agreement, the provisions of the
Deposit Trust Agreement shall control. Capitalized terms used herein, but not
defined herein have the meanings given them in the Deposit Trust Agreement.
This certifies that ___________________ is the registered owner of
the beneficial interest evidenced by this Ownership Certificate in the trust
established pursuant to the Deposit Trust Agreement and designated as ICCMAC
Multifamily and Commercial Trust 1999-1 (the "Trust"). The assets of the Trust
include the Mortgage Loans.
Except to the extent of their execution and authentication,
respectively, of the Ownership Certificate, the Owner Trustee and the Ownership
Certificate Registrar make no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of this Ownership
Certificate or the Mortgage Loans. The Owner Trustee has executed this Ownership
Certificate in its limited capacity as Owner Trustee under the Deposit Trust
Agreement, and the Ownership Certificate Registrar has authenticated this
Ownership Certificate in its limited capacity as Ownership Certificate Registrar
under the Deposit Trust Agreement.
Distributions on the Ownership Certificate will be made, to the
extent of available funds, on the 25th day of each calendar month or, if any
such day is not a Business Day, then the next succeeding Business Day (each, a
"Payment Date"), commencing in March 1999. As more fully described in the
Deposit Trust Agreement, distributions on the Ownership Certificate will be in
an amount equal to the remaining portion, if any, of the Available Payment
Amount for each Payment Date after payment by the Indenture Trustee of certain
expenses of the Trust and all required payments on the Bonds.
Pursuant to the Deposit Trust Agreement, payments to the Ownership
Certificateholder on each Payment Date will be made to the Ownership
Certificateholder of record on the related Record Date. Payments to any
Ownership Certificateholder on any Payment Date shall be made by wire transfer
of immediately available funds to the account of such Ownership
Certificateholder at a bank or other entity having appropriate facilities
therefor designated by the Ownership Certificateholder. Final payment on the
Ownership Certificate will be made in like manner, but only upon presentment and
surrender of the Ownership Certificate at the office of the Ownership
Certificate Registrar or such other location specified in the notice to the
Ownership Certificateholder of such final payment.
This Ownership Certificate is the sole duly authorized issue of
Ownership Certificate designated as ICCMAC Multifamily and Commercial Trust
1999-1, Ownership Certificate, representing a 100%, undivided beneficial
interest in the Trust Estate consisting of all of the Trust's right, title and
interest in and to any and all benefits accruing to the Trust from: (a) the
Mortgage Loans listed in the Mortgage Loan Schedule annexed to the Indenture as
Schedule I, and all payments thereon (other than Prepayment Premiums) after the
Cut-Off Date, together with the related Mortgage Loan Files and Servicing Files
and the Issuer's interest in any Mortgaged Property that secured any such
Mortgage Loan, but which is acquired by foreclosure or deed in lieu of
foreclosure or otherwise after the Closing Date; (b) the rights of the Trust to
enforce remedies against the Master Servicer, the Special Servicer, the
Indenture Trustee or the Fiscal Agent under the Servicing Agreement, against the
Administrator under the Administration Agreement, against the Depositor under
the Deposit Trust Agreement and, as assignee of the Depositor, against the
Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or the Loan
Originator under the Warranty Agreement and the Real Estate Loan Purchase and
Sale Agreements; (c) the Payment Account; (d) the Collection Account; (e) all
present and future claims, demands, causes and choses in action in respect of
the foregoing, including the rights of the Trust under the Pledged Mortgage
Loans; and (f) all proceeds of the foregoing of every kind and nature
whatsoever, including, without limitation, all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights
to payment of any and every kind, and other forms of obligations and
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing.
This Ownership Certificate does not purport to summarize the Deposit
Trust Agreement and reference is made to the Deposit Trust Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby and the rights, duties and immunities of the Owner Trustee.
Prior to transfer of this Ownership Certificate in accordance with
the foregoing and the Deposit Trust Agreement, the Owner Trustee, the Indenture
Trustee and the Ownership Certificate Registrar and any agent of any of them may
treat the person or entity in whose name this Ownership Certificate is
registered as the owner hereof for the purpose of receiving distributions
pursuant to the Deposit Trust Agreement, pursuant to the Indenture and for all
other purposes whatsoever, and neither the Owner Trustee, the Indenture Trustee,
the Ownership Certificate Registrar nor any agent of any of them shall be
affected by notice to the contrary.
As provided in the Deposit Trust Agreement and subject to certain
limitations herein and therein set forth, this Ownership Certificate is
exchangeable for other Ownership Certificates representing a like aggregate
Certificate Percentage Interest, as requested by the Ownership Certificateholder
surrendering the same.
No service charge will be made to a Ownership Certificateholder for
any such registration of transfer or exchange, but the Ownership Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Deposit Trust Agreement permits, with certain exceptions therein
provided, the amendment of the Deposit Trust Agreement and the modification of
the rights of the Ownership Certificateholder at any time by the Owner Trustee
with the consent of the Ownership Certificateholder (except as provided in the
Deposit Trust Agreement). Any consent by the Ownership Certificateholder of this
Ownership Certificate shall be conclusive and binding on such Ownership
Certificateholder and upon all future Ownership Certificateholders issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Ownership Certificate.
Except as expressly provided in the Depositor Trust Agreement, the
Ownership Certificateholder shall have no right to revoke or otherwise terminate
the Trust. Except as otherwise expressly provided in the Deposit Trust
Agreement, the Ownership Certificateholder will have no authority to act for, or
to assume any obligation or responsibility on behalf of, the Trust.
The consent of the Ownership Certificateholder shall not be required
for the Owner Trustee to comply with all federal withholding requirements in
connection with any payments in respect of the Ownership Certificate.
Neither the Owner Trustee nor the Depositor shall be required to
accept a direction from the Ownership Certificateholder to: (i) file or consent
to the filing of any bankruptcy, insolvency or reorganization case or
proceeding; institute any proceedings under any applicable insolvency Law or
otherwise seek relief under any Laws relating to the relief from debts or the
protection of debtors generally; (ii) seek or consent to the appointment of a
receiver, liquidator, assignee, sequestrator, custodian or any similar official
for the Trust or the Depositor or a substantial portion of their respective
assets; (iii) make any assignment for the benefit of the creditors of either the
Trust or the Depositor; (iv) take any action in furtherance of any of the
foregoing, unless and until the date which is one year and one day after the
date on which the Bonds have been paid in full and the lien on the Trust Estate
has been released. The Ownership Certificateholder shall have no authority to
effect on behalf of the Trust the filing of any bankruptcy, insolvency,
reorganization case, liquidation or other proceeding under any United States
federal or state bankruptcy or similar law.
The Ownership Certificateholder shall not have legal title to any
part of the Trust Estate; provided, however, that the Ownership
Certificateholder has a beneficial interest in the Trust Estate. No transfer by
operation of Law or otherwise of any right, title or interest of the Ownership
Certificateholder in and to the Trust Estate or hereunder shall operate to
terminate the Deposit Trust Agreement or the Trust or the trusts thereunder or
entitle any successor or transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.
The obligations created by the Deposit Trust Agreement shall not
terminate until the Bonds have been paid in full and the lien on the Trust
Estate created by the Indenture has been released.
Unless the Certificate of Authentication on this Ownership
Certificate has been executed by or on behalf of the Ownership Certificate
Registrar, by manual signature, this Ownership Certificate shall not be entitled
to any benefit under the Deposit Trust Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trust has caused this Ownership Certificate
to be duly executed.
ICCMAC Multifamily and Commercial Trust
1999-1
By: WILMINGTON TRUST COMPANY,
not individually, but solely in its capacity
as Owner Trustee
----------------------------------
Authorized Officer
This is the Ownership Certificate referred to in the
within-referenced Deposit Trust Agreement.
Date: ________________
WILMINGTON TRUST COMPANY,
not individually, but solely in its capacity as
Ownership Certificate Registrar
- -------------------------------
Authorized Officer
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto
-----------------------------------------------------------
[(Please print or typewrite
- -----------------------------------------------------
name(s) and address(es), including postal zip code of assignee(s)]
("Assignee(s)") the interest in the Trust represented by the within Ownership
Certificate set forth below and hereby authorize(s) the transfer and
registration of transfer of such interest to Assignee(s) on the Ownership
Certificate Register of the Trust.
I (we) further direct the Ownership Certificate Registrar to issue a new
Ownership Certificate for the same portion of the interest in the Trust
represented by the within Ownership Certificate set forth below to the
above-named Assignee(s) and deliver such Ownership Certificate to the following
address: and to
------------------------------------------------------------------
cancel the within Ownership Certificate.
Date:
---------------------- ----------------------------------------
Signature by or on behalf of Assignor(s)
Certificate Percentage
Interest Transferred: 100% ----------------------------------------
Taxpayer Identification Number
================================================================================
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1,
Issuer,
BANC ONE MORTGAGE CAPITAL MARKETS, LLC,
Master Servicer and Special Servicer
LASALLE NATIONAL BANK,
Indenture Trustee
and
ABN AMRO BANK N.V.,
Fiscal Agent
--------------------------------
SERVICING AGREEMENT
Dated as of February 1, 1999
--------------------------------
COLLATERALIZED MORTGAGE BONDS
SERIES 1999-1
================================================================================
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms..................................................
Section 1.02 Certain Terms..................................................
Section 1.03 General Interpretive Principles................................
ARTICLE II
CERTAIN MATTERS REGARDING THE MORTGAGE LOANS
Section 2.01 Delivery of Mortgage Loan Files
and Related Documents.........................................
Section 2.02 Document Defects and Breaches;
Repurchase....................................................
Section 2.03 Representations and Warranties of
the Issuer, the Master Servicer,
and the Special Servicer;
Assignment of Rights..........................................
Section 2.04 [Reserved.]....................................................
ARTICLE III
GENERAL PROVISIONS APPLICABLE TO SERVICERS
Section 3.01 Contract for Servicing.........................................
Section 3.02 Notices to Mortgagors..........................................
Section 3.03 Primary Servicing and
Subservicing..................................................
Section 3.04 Record Title to Mortgage Loans,
Etc...........................................................
Section 3.05 Release of Documents and
Instruments of Satisfaction...................................
Section 3.06 Access to Certain Documentation
Regarding the Mortgage Loans and
this Servicing Agreement......................................
Section 3.07 Annual Statement as to Compliance..............................
Section 3.08 Annual Independent Public
Accountants' Servicing Report.................................
Section 3.09 Merger or Consolidation of any
Servicer......................................................
Section 3.10 Limitation on Liability of the
Servicers and Others..........................................
Section 3.11 Resignation of Servicers.......................................
Section 3.12 Maintenance of Errors and
Omissions and Fidelity Coverage...............................
Section 3.13 Indemnity......................................................
Section 3.14 Information Systems............................................
ARTICLE IV
OBLIGATIONS OF THE MASTER SERVICER
Section 4.01 The Master Servicer............................................
Section 4.02 Collection Account; Collection of
Certain Mortgage Loan Payments................................
Section 4.03 Permitted Withdrawals from the
Collection Account............................................
Section 4.04 Remittances to the Indenture
Trustee.......................................................
Section 4.05 Master Servicer Advances.......................................
Section 4.06 Maintenance of Insurance.......................................
Section 4.07 Enforcement of "Due-on-Sale"
Clauses; Assumption Agreements................................
Section 4.08 Property Inspections...........................................
Section 4.09 Reports of Master Servicer.....................................
Section 4.10 Confirmation of Balloon Payment................................
Section 4.11 Master Servicer Compensation...................................
Section 4.12 Adjustment of Master Servicer's
Compensation..................................................
Section 4.13 Implementation of Operations and
Maintenance Plans.............................................
ARTICLE V
[RESERVED]
ARTICLE VI
OBLIGATIONS OF THE SPECIAL SERVICER
Section 6.01 The Special Servicer...........................................
Section 6.02 Transfer to Special Servicing..................................
Section 6.03 Servicing of Specially Serviced
Mortgage Loans................................................
Section 6.04 Title to REO Property; Management
of REO Property...............................................
Section 6.05 Sale of REO Property and
Specially Serviced Mortgage
Loans.........................................................
Section 6.06 REO Account; Collection of REO
Proceeds......................................................
Section 6.07 Remittances to Master Servicer.................................
Section 6.08 Specially Serviced Mortgage Loan
Status Reports and Other Reports..............................
Section 6.09 Environmental Considerations...................................
Section 6.10 Corrected Mortgage Loans.......................................
Section 6.11 Removal of Special Servicer....................................
Section 6.12 Special Servicer Compensation..................................
Section 6.13 Appraisal Reduction Estimate,
Special Servicer's Appraisal
Reduction Estimate and MAI
Appraisal.....................................................
ARTICLE VII
OBLIGATIONS OF THE INDENTURE TRUSTEE AND
THE FISCAL AGENT; REPORTS
Section 7.01 [Reserved].....................................................
Section 7.02 Distribution of Reports to the
Indenture Trustee and the
Issuer; Advances..............................................
Section 7.03 The Fiscal Agent...............................................
ARTICLE VIII
THE ISSUER
Section 8.01 Liability of the Issuer........................................
Section 8.02 Limitation on Liability of the
Issuer and Others.............................................
ARTICLE IX
DEFAULT
Section 9.01 Events of Default..............................................
Section 9.02 Indenture Trustee to Act;
Appointment of Successor......................................
Section 9.03 Notification to Bondholders....................................
Section 9.04 Waiver of Servicer Events of
Default.......................................................
Section 9.05 Additional Remedies of Indenture
Trustee Upon a Servicer Event of
Default.......................................................
ARTICLE X
RESERVED
ARTICLE XI
MONITORING BONDHOLDER; DIRECTING BONDHOLDER
Section 11.01 Monitoring Bondholders and
Directing Bondholder..........................................
Section 11.02 Powers of Attorney.............................................
ARTICLE XII
TERMINATION
Section 12.01 Termination Upon Liquidation of
All Mortgage Loans............................................
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Amendment......................................................
Section 13.02 Recordation of the Servicing
Agreement; Counterparts.......................................
Section 13.03 Governing Law..................................................
Section 13.04 Notices........................................................
Section 13.05 Severability of Provisions.....................................
Section 13.06 Successors and Assigns.........................................
Section 13.07 [RESERVED].....................................................
Section 13.08 Notices and Information to Rating
Agencies......................................................
Section 13.09 Successor to a Servicer........................................
Section 13.10 Limitation of Liability........................................
Section 13.11 Article and Section Headings...................................
Section 13.12 Copies of Documents to
Representative................................................
Section 13.13 Third Party Beneficiary........................................
EXHIBITS
ANNEX 1 Defined Terms
EXHIBIT A Mortgage Loan Schedule
EXHIBIT B Request for Release and Receipt of Documents
EXHIBIT C Form of Remittance Report
<PAGE>
SERVICING AGREEMENT
This Servicing Agreement, dated and effective as of February
1, 1999, among ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1, a Delaware
business trust, as Issuer, BANC ONE MORTGAGE CAPITAL MARKETS, LLC, a Delaware
limited liability company, as Master Servicer and Special Servicer, LASALLE
NATIONAL BANK, a national banking association, as Indenture Trustee and ABN AMRO
BANK N.V., a Netherlands banking corporation, as Fiscal Agent.
PRELIMINARY STATEMENT
The Issuer is a trust established under the laws of the State
of Delaware by the Depositor pursuant to the Deposit Trust Agreement between the
Depositor and the Owner Trustee. Pursuant to the Deposit Trust Agreement, the
Depositor delivered to, and deposited with the Issuer, certain adjustable rate
and fixed rate multifamily and commercial Mortgage Loans with original terms to
maturity of not more than 360 months, which are more specifically identified on
Exhibit A hereto and which had been acquired by the Depositor from the Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement.
Pursuant to the Indenture among the Issuer and the Indenture
Trustee, as indenture trustee on behalf of the Bondholders, the Issuer issued
Collateralized Mortgage Bonds, in multiple Classes, secured by a pledge of,
among other things, the Mortgage Loans.
The parties hereto desire to provide for, among other things,
the servicing and administration of the Mortgage Loans for so long as the Bonds
are Outstanding.
In consideration of the mutual agreements herein contained,
the Issuer, the Master Servicer, the Special Servicer, the Indenture Trustee and
the Fiscal Agent agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Servicing Agreement, including in the
first paragraph and in the Preliminary Statement, all capitalized terms not
defined herein shall have the meaning specified in Annex 1 hereto, unless the
context requires otherwise.
Section 1.02 Certain Terms.
[Reserved].
Section 1.03 General Interpretive Principles.
For purposes of this Servicing Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) The terms defined in this Servicing Agreement include the
plural as well as the singular, and the use of any gender herein shall be deemed
to include the other gender;
(b) Accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;
(c) References herein to "Articles", "Sections",
"Subsections", "Paragraphs", and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Servicing Agreement;
(d) References to a Subsection without further reference to a
Section is a reference to such subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;
(e) The words "herein", "hereof", "hereunder" and other words
of similar import refer to this Servicing Agreement as a whole and not to any
particular provision;
(f) The term "include" or "including" shall be deemed to be
followed by the phrase "without limitation";
(g) In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and including" and
the words "to" and "until" each means "to but excluding";
(h) References herein to actions to be taken shall include the
failure to take any action; and
(i) Any action or delivery which is required pursuant to
the terms hereof which falls on a day which is not a Business Day will
be due on the immediately following Business Day.
ARTICLE II
CERTAIN MATTERS REGARDING THE MORTGAGE LOANS
Section 2.01 Delivery of Mortgage Loan Files
and Related Documents.
(a) In connection with the Grant of the Trust Estate by the
Issuer to secure the Bonds, the Issuer is required to deliver to and deposit
with, or cause to be delivered to and deposited with, the Indenture Trustee, on
or before the Closing Date, the Mortgage Loan File for each Mortgage Loan. Also
in connection therewith, the Issuer shall deliver to and deposit with, or cause
to be delivered to and deposited with, the Master Servicer, on or before the
Closing Date: (i) copies of the Indenture and the Mortgage Loan Purchase
Agreement; (ii) copies of the documents comprising the Mortgage Loan File for
each Mortgage Loan; and (iii) all other documents and records in the possession
of the Issuer or the Mortgage Loan Seller that relate to the Mortgage Loans, are
necessary for the servicing of the Mortgage Loans and are not required to be a
part of a Mortgage Loan File in accordance with the definition thereof. The
Master Servicer shall hold all such documents and records delivered to it on
behalf of the Indenture Trustee in trust for the benefit of the Bondholders and,
subject to the lien of the Indenture, the Issuer.
(b) The Indenture Trustee shall deliver to the Master Servicer
within 15 days after the Closing Date each Assignment of Mortgage and assignment
of Assignment of Leases and Rents in favor of the Indenture Trustee delivered to
it as part of a Mortgage Loan File and each UCC-2 and UCC-3 in favor of the
Indenture Trustee delivered to it as part of a Mortgage Loan File, and the
Master Servicer shall, at the Mortgage Loan Seller's expense, as to each
Mortgage Loan, promptly (and in any event within 45 days following the Closing
Date) cause each such document 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. Each such assignment shall reflect that it should be
returned by the public recording office to the Indenture Trustee following
recording, and each such UCC-2 and UCC-3 shall reflect that the file copy
thereof should be returned to the Indenture Trustee following filing, provided
that in those instances where the public recording office retains the original
Assignment of Mortgage or assignment of Assignment of Leases and Rents, the
Master Servicer shall obtain therefrom a certified copy of the recorded original
and forward it to the Indenture Trustee. If any such document or instrument is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Issuer shall promptly prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Master
Servicer shall upon receipt thereof cause the same to be duly recorded or filed,
as appropriate.
Section 2.02 Document Defects and Breaches;
Repurchase.
(a) If any party hereto discovers that any document
constituting a part of a Mortgage Loan 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 (and the terms
of such document have not been modified by written instrument contained in the
Mortgage Loan File), or does not appear to be regular on its face (each, a
"Document Defect"), or if the Mortgage Loan Seller discovers, or the Indenture
Trustee receives written notice from the Issuer, the Master Servicer, the
Special Servicer, the Mortgage Loan Seller, the Depositor, the Fiscal Agent or
any Bondholder, specifying in reasonable detail the existence of a breach of any
representation or warranty of the Mortgage Loan Seller or the Loan Originator,
as applicable, made in the Mortgage Loan Purchase Agreement or the Warranty
Agreement, relating to any Mortgage Loan, (each, a "Breach"), such party shall
give prompt written notice of such Document Defect or Breach to the other
parties hereto.
(b) Promptly upon its discovery or receipt of notice of any
Document Defect or Breach that materially and adversely affects the value of any
Mortgage Loan or the interests of the Issuer and/or the Bondholders therein, the
Master Servicer shall request that the Mortgage Loan Seller or the Loan
Originator, as applicable, not later than 90 days (or such other period as is
provided in the Mortgage Loan Purchase Agreement or the Warranty Agreement, as
applicable) from the receipt by the Mortgage Loan Seller or the Loan Originator,
as applicable, of such request, either (i) cure such Document Defect or Breach
in all material respects or (ii) repurchase the affected Mortgage Loan from the
Issuer at the applicable Purchase Price as, if and to the extent required by the
Mortgage Loan Purchase Agreement or the Warranty Agreement, as applicable;
provided that if (i) such Document Defect or Breach is capable of being cured
but not within such 90-day (or other) period, (ii) the Mortgage Loan Seller or
the Loan Originator, as applicable, has commenced and is diligently proceeding
with the cure of such Document Defect or Breach within such 90-day (or other)
period, and (iii) the Mortgage Loan Seller or the Loan Originator, as
applicable, shall have delivered to the Indenture Trustee and the Master
Servicer a certification executed on behalf of the Mortgage Loan Seller or the
Loan Originator, as applicable, by an officer thereof setting forth the reason
that such Document Defect or Breach is not capable of being cured within an
initial 90-day (or other) period, specifying what actions the Mortgage Loan
Seller or the Loan Originator, as applicable, is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller or the Loan Originator,
as applicable, anticipates that such Document Defect or Breach will be cured
within an additional period not to exceed 90 more days, then the Mortgage Loan
Seller or the Loan Originator, as applicable, shall have up to an additional 90
days to complete such cure.
(c) If the affected Mortgage Loan is to be repurchased, the
Master Servicer shall designate the Collection Account as the account to which
funds in the amount of the Purchase Price are to be wired, and the Master
Servicer shall promptly notify the Indenture Trustee (by delivery thereto of an
Officer's Certificate) when such deposit is made. The Indenture Trustee, upon
receipt of an Officers' Certificate from the Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the
Mortgage Loan Seller or the Loan Originator, as applicable, or its designee, the
related Mortgage Loan File and shall execute and deliver such instruments of
transfer or assignment (in recordable form if recording is appropriate delivered
to it and acceptable to it, in each case without recourse, representation or
warranty), as shall be necessary to vest in the Mortgage Loan Seller or the Loan
Originator, as applicable, or its designee, any Mortgage Loan released pursuant
hereto, including the rights under the Warranty Agreement solely insofar as such
rights relate to the related repurchased Mortgage Loan. In connection with such
repurchase, the Master Servicer, and the Special Servicer, as applicable, shall
release to the Mortgage Loan Seller or the Loan Originator, as applicable, all
documents and records maintained by such Servicer and requested by the Issuer or
the Mortgage Loan Seller or the Loan Originator, as applicable; provided, that
such Servicer may retain copies of such documents and records at its own
expense. The Mortgage Loan Seller or the Loan Originator, as applicable, shall
be responsible for the payment of all reasonable expenses of the Indenture
Trustee and the Servicers incurred in connection with such repurchase. Any such
repurchase of a Mortgage Loan shall be on a whole loan, servicing released
basis, and shall be subject to all applicable terms and conditions set forth in
the Indenture.
(d) If the Mortgage Loan Seller or the Loan Originator
defaults on its obligations to repurchase any Mortgage Loan as contemplated by
this Section 2.02, the Master Servicer shall promptly notify the Indenture
Trustee, the Issuer and the Bondholders and the Master Servicer or Indenture
Trustee shall take such actions with respect to the enforcement of such
repurchase obligations, including, without limitation, the institution and
prosecution of appropriate legal proceedings, as the Master Servicer or
Indenture Trustee, as the case may be, shall determine, in its reasonable good
faith judgment, as are in the best interests of the Bondholders (taken as a
collective whole) and are not inconsistent with the Indenture. Any and all
expenses incurred by the Master Servicer or Indenture Trustee, as the case may
be, with respect to the foregoing shall constitute Property Protection Advances
with respect to the affected Mortgage Loan.
(e) It is understood and agreed that the provisions set forth
in this Section 2.02 shall constitute the sole remedies available to the
Bondholders, or the Indenture Trustee on behalf of the Bondholders, respecting
any Breach or Document Defect. Neither the Mortgage Loan Seller or the Loan
Originator will have any obligation regarding a Breach by the other party of a
representation or warranty made by such other party.
Section 2.03 Representations and Warranties of
the Issuer, the Master Servicer,
and the Special Servicer;
Assignment of Rights.
(a) The Issuer hereby represents, warrants and covenants to
the parties hereto and to the Indenture Trustee, on behalf of the Bondholders,
that as of the Closing Date:
(i) The Issuer is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) The execution and delivery of this Servicing Agreement
by the Issuer, and the performance and compliance with the terms of
this Servicing Agreement by the Issuer, will not violate the Deposit
Trust Agreement or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which
it is a party or which is applicable to it or any of its assets.
(iii) The Issuer has the full power and authority to enter
into and consummate all transactions contemplated by this Servicing
Agreement, the execution, delivery and performance of this Servicing
Agreement by the Issuer has been duly authorized, and the Issuer has
duly executed and delivered this Servicing Agreement.
(iv) This Servicing Agreement, assuming due authorization,
execution and delivery by the Indenture Trustee, the Fiscal Agent, the
Master Servicer and the Special Servicer, constitutes a valid, legal
and binding obligation of the Issuer, enforceable against the Issuer in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other Laws affecting the
enforcement of creditors' rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Issuer is not in violation of, and its execution
and delivery of this Servicing Agreement and its performance and
compliance with the terms of this Servicing Agreement will not
constitute a violation of, any Law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or
local governmental or regulatory authority, or any of the provisions of
any indenture, mortgage, contract, instrument or other document to
which such Issuer is a party or by which it is bound, or result in the
creation or imposition of any lien, charge or encumbrance upon any of
its property pursuant to the terms of any such indenture, mortgage,
contract, instrument or other document, which violation, in the
Issuer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Issuer to perform
its obligations under this Servicing Agreement or the financial
condition of the Issuer.
(vi) No litigation is pending or, to the best of the
Issuer's knowledge, threatened against the Issuer which, if determined
adversely to the Issuer, would prohibit the Issuer from entering into
this Servicing Agreement or, in the Issuer's good faith reasonable
judgment, is likely to materially and adversely affect either the
ability of the Issuer to perform its obligations under this Servicing
Agreement or the financial condition of the Issuer.
(vii) At the time of the grant of a security interest in
the Mortgage Loans from the Issuer to the Indenture Trustee on behalf
of the Bondholders in the Indenture, the Issuer had good title to and
was the sole owner of, each Mortgage Loan, free and clear of any
pledge, lien, encumbrance or security interest and the Mortgage Loans
pledged to the Indenture Trustee on behalf of the Holders of the Bonds
free and clear of any other pledge, lien, encumbrance or security
interest.
(viii) The Issuer is a QRS.
(b) The Master Servicer and Special Servicer hereby represent,
warrant and covenant that as of the Closing Date:
(A) The Master Servicer and Special Servicer is a limited
liability company duly organized, validly existing
and in good standing under the Laws of the State of
Delaware.
(B) The execution and delivery of this Servicing
Agreement by each Servicer, and the performance and
compliance with the terms of this Servicing
Agreement by each Servicer, will not (i) violate
such Servicer's certificate of formation, as
amended and restated, or operating agreement or
(ii) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any
material agreement or other instrument to which it
is a party or which is applicable to it or any of
its assets, which default or breach, in such
Servicer's good faith and reasonable judgment, is
likely to affect materially and adversely either
the ability of such Servicer to perform its
obligations under this Servicing Agreement or the
financial condition of such Servicer.
(C) Each Servicer has the full power and authority to
enter into and consummate all transactions of such
Servicer contemplated by this Servicing Agreement,
has duly authorized the execution, delivery and
performance of this Servicing Agreement, and has duly
executed and delivered this Servicing Agreement.
(D) This Servicing Agreement, assuming due
authorization, execution and delivery by the
Indenture Trustee, the Fiscal Agent and the Issuer,
constitutes a valid, legal and binding obligation
of such Servicer, enforceable against such Servicer
in accordance with the terms hereof, subject to
applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other Laws affecting
the enforcement of creditors' rights generally, and
general principles of equity, regardless of whether
such enforcement is considered in a proceeding in
equity or at law.
(E) Neither Servicer is in violation of, and its
execution and delivery of this Servicing Agreement
and its performance and compliance with the terms
of this Servicing Agreement will not constitute a
violation of, any Law, any order or decree of any
court or arbiter, or any order, regulation or
demand of any federal, state or local governmental
or regulatory authority, or any of the provisions
of any indenture, mortgage, contract, instrument or
other document to which such Servicer is a party or
by which it is bound, or result in the creation or
imposition of any lien, charge or encumbrance upon
any of its property pursuant to the terms of any
such indenture, mortgage, contract, instrument or
other document which violation, lien, charge or
encumbrance in such Servicer's good faith and
reasonable judgment, is likely to affect materially
and adversely either the ability of such Servicer
to perform its obligations under this Servicing
Agreement or the financial condition of such
Servicer.
(F) No litigation is pending or, to such Servicer's
knowledge, threatened against such Servicer which,
if determined adversely to such Servicer, would
prohibit such Servicer from entering into this
Servicing Agreement or, in such Servicer's good
faith and reasonable judgment, is likely to
materially and adversely affect either the ability
of such Servicer to perform its obligations under
this Servicing Agreement or the financial condition
of such Servicer.
(G) Each Servicer has or shall obtain all licenses
necessary to carry on its business as now being
conducted and is or will become licensed, qualified
and in good standing in each state where a
Mortgaged Property is located, if the Laws of such
state require licensing or qualification in order
to conduct business of the type conducted by such
Servicer and if failure to be so licensed or
qualified could have a material and adverse effect
on the ability of such Servicer to perform its
obligations under this Servicing Agreement or to
enforce the Mortgage Loan Documents; no license,
consent, approval, authorization or order of, or
registration or filing with, or notice to any court
or governmental agency or body is required for the
execution, delivery and performance by such
Servicer of or compliance by such Servicer with
this Servicing Agreement or the consummation of the
transactions contemplated by this Servicing
Agreement, or if such license, consent, approval,
authorization or order of or registration or filing
with or notice to any court or governmental agency
or body is required, such Servicer has obtained the
same or will obtain the same prior to the time
necessary for such Servicer to perform its
obligations under this Servicing Agreement relative
thereto; and in any event, such Servicer is in
compliance with the Laws of any such state to the
extent necessary to ensure the enforceability of
the servicing of such Mortgage Loan in accordance
with the terms of this Servicing Agreement and the
failure to have any such license not yet obtained
does not and will not materially adversely affect
the rights of the Bondholders hereunder or under
the Mortgage Loan Documents.
(H) To the best of each Servicer's knowledge no event
has occurred (including but not limited to, any
change in insurance coverage) which would make such
Servicer unable to comply with Accepted Master
Servicing Practices or Accepted Special Servicing
Practices, as applicable. Such Servicer has the
facilities, procedures, and experienced personnel
necessary for the prudent servicing of adjustable
rate and fixed rate multifamily and commercial
mortgage loans of the same type as the Mortgage
Loans.
(I) The Servicers have examined the Primary Servicing
Agreement and each subservicing agreement and will be
familiar with the terms thereof. The Primary
Servicing Agreement and any subservicing agreements
comply with the provisions of Section 3.03.
(J) Each officer, director or employee of a Servicer
that has, or following the occurrence of a
Servicing Transfer Event, will have
responsibilities concerning the servicing and
administration of Mortgage Loans is covered by
errors and omissions insurance in the amounts and
with the coverage required by Section 3.12 of this
Servicing Agreement. Neither the Servicers nor any
of their officers, directors or employees (with
respect to its officers, directors or employees
prior to employment with such Servicer, if
disclosed to the Servicer) that are or, following
the occurrence of a Servicing Transfer Event, would
be involved in the servicing and administration of
Mortgage Loans, has been refused such coverage or
insurance.
(c) It is understood and agreed that the representations and
warranties set forth in this Section 2.03 shall survive the execution and
delivery of this Servicing Agreement for so long as the Bonds remain
Outstanding. Upon discovery by the Issuer, the Master Servicer, the Special
Servicer, the Indenture Trustee or the Fiscal Agent of any breach of any of the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties.
Section 2.04 [Reserved.]
ARTICLE III
GENERAL PROVISIONS APPLICABLE TO SERVICERS
Section 3.01 Contract for Servicing.
(a) Each Servicer, by execution and delivery of this Servicing
Agreement, agrees to service the Mortgage Loans pursuant to this Servicing
Agreement and in all cases in accordance with Accepted Master Servicing
Practices and Accepted Special Servicing Practices, as applicable.
(b) Any funds received on or in connection with a Mortgage
Loan by a Servicer shall be received and held by such Servicer in accordance
with this Servicing Agreement and pursuant to Accepted Master Servicing
Practices or Accepted Special Servicing Practices, as applicable, for the
benefit of the Bondholders and the related Mortgagor as their respective
interests may appear and as provided in this Servicing Agreement.
(c) The Indenture Trustee and the Fiscal Agent shall implement
modifications to their respective existing computer systems with the intention
of being year 2000 ready. Each Servicer shall either (i) implement modifications
to their respective existing computer systems to the extent required to cause
them to be year 2000 ready, or (ii) acquire computer systems that are year 2000
ready, in each case prior to October 1, 1999.
Section 3.02 Notices to Mortgagors.
The Master Servicer shall, within five (5) Business Days of
the Closing Date with respect to each Mortgage Loan, send by first class mail or
by hand delivery written notice to the related Mortgagor that the Master
Servicer has been engaged to service such Mortgage Loan, which notice shall
direct such Mortgagor to make further payments and to send all future notices
with respect to such Mortgage Loan directly to the Master Servicer.
Notwithstanding the foregoing, the Master Servicer shall not be required to send
such notice if the Mortgage Loans shall be subserviced by the Loan Originator
pursuant to the Primary Servicing Agreement, and there is no change in where the
Mortgagor is required to send payments under the Mortgage Loan.
Section 3.03 Primary Servicing and Subservicing.
The Master Servicer has entered into the Primary Servicing
Agreement with the Loan Originator whereby the Loan Originator agreed to act as
the Primary Servicer initially responsible for the servicing and administration
of the Mortgage Loans (except for the Specially Serviced Mortgage Loans).
Notwithstanding the foregoing, the Master Servicer and the Special Servicer may
enter into additional subservicing agreements (including, but not limited to,
subservicing agreements with respect to the Specially Serviced Mortgage Loans,
or for any of the Mortgage Loans in the event the Primary Servicing Agreement
ceases to be effective) with one or more subservicers (including subsidiaries or
Affiliates of such Servicer) for the servicing and administration of the
Mortgage Loans. References in this Servicing Agreement to actions taken or to be
taken by the Master Servicer or the Special Servicer in servicing the Mortgage
Loans include actions taken or to be taken by the Primary Servicer or a
subservicer on behalf of such Master Servicer.
Notwithstanding the Primary Servicing Agreement and any
subservicing agreement, any of the provisions of this Servicing Agreement
relating to agreements or arrangements between either Servicer and the Primary
Servicer or a subservicer or reference to actions taken through such Persons or
otherwise, such Servicer shall remain obligated and liable to the Issuer and
Bondholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of this Servicing Agreement without diminution of
such obligation or liability by virtue of the Primary Servicing Agreement or any
subservicing agreements or arrangements, or by virtue of indemnification from
the Primary Servicer or a subservicer, and to the same extent and under the same
terms and conditions as if the such Servicer alone were servicing and
administering the Mortgage Loans. Each Servicer shall be entitled to enter into
any agreement with a subservicer for indemnification of such Servicer and
nothing contained in this Servicing Agreement shall be deemed to limit or modify
such indemnification.
Any subservicing agreement that may be entered into and the
Primary Servicing Agreement and any other transactions or servicing arrangements
relating to the Mortgage Loans involving the Primary Servicer or a subservicer
shall be deemed to be between the Primary Servicer or subservicer, as
applicable, and the related Servicer, and none of the Indenture Trustee, the
Fiscal Agent, the Bondholders or the Issuer shall be deemed parties thereto and
none of such Persons shall have claims or rights (except as specified below), or
obligations, duties or liabilities with respect to the Primary Servicer or
subservicer; provided, that the Indenture Trustee, the Fiscal Agent and the
Bondholders may rely upon the representations and warranties of the Primary
Servicer or subservicer contained therein and each of the Indenture Trustee, the
Fiscal Agent and the Issuer shall be a third party beneficiary of the covenants
and other provisions setting forth obligations of the Primary Servicer or
subservicer therein.
If the Indenture Trustee or any successor Servicer assumes the
obligations of the Master Servicer or the Special Servicer, as applicable, in
accordance with this Servicing Agreement, the Indenture Trustee or such
successor Servicer may, at its option, (i) terminate the Primary Servicing
Agreement or any subservicing agreement entered into by the Master Servicer or
Special Servicer pursuant to this Section 3.03 without the payment from the
Trust Estate or by the Issuer or any successor Servicer of any termination fee
or expense or (ii) succeed to all of the rights and obligations of the Master
Servicer or Special Servicer under the Primary Servicing Agreement or any
subservicing agreement, and any subservicing agreement shall provide such right
of termination or succession to the Indenture Trustee or such successor
Servicer. In such event, the Indenture Trustee or such successor Servicer shall
be deemed to have assumed all of the interest of the Master Servicer or Special
Servicer therein (but not any liabilities or obligations in respect of acts or
omissions of the Master Servicer or Special Servicer prior to such deemed
assumption) and to have replaced the Master Servicer or the Special Servicer, as
applicable, as a party to the Primary Servicing Agreement or subservicing
agreement to the same extent as if the Primary Servicing Agreement or
subservicing agreement had been assigned to the Indenture Trustee or such
successor Servicer, except that the Master Servicer or the Special Servicer
shall not thereby be relieved of any liability or obligations under the Primary
Servicing Agreement or subservicing agreement that accrued prior to the
assumption of duties hereunder by the Indenture Trustee or such successor
Servicer.
In the event that the Indenture Trustee or any successor
Servicer assumes the servicing obligations of the Master Servicer or the Special
Servicer, as applicable, upon request of the Indenture Trustee or such successor
Servicer, the Master Servicer or Special Servicer shall, at its own expense,
promptly deliver to the Indenture Trustee or such successor Servicer all
documents and records relating to the Primary Servicing Agreement or any
subservicing agreement and the Mortgage Loans then being serviced thereunder,
and the Servicer will otherwise use its best efforts to effect the orderly and
efficient transfer of any subservicing agreement and the Primary Servicing
Agreement to the Indenture Trustee or such successor Servicer.
The terms of the Primary Servicing Agreement and any
subservicing agreement entered into pursuant to this Section 3.03 shall be in
all material respects consistent with the terms of this Servicing Agreement.
Section 3.04 Record Title to Mortgage Loans, Etc.
No Servicer shall hold record title to any Mortgage or any
Mortgage Note.
Section 3.05 Release of Documents and
Instruments of Satisfaction.
The Indenture Trustee may, subject to the terms hereof, upon
receipt of a Request for Release and Receipt of Documents provided by any
Servicer substantially in the form set forth on Exhibit B, release to such
Servicer the related Mortgage Loan File or the documents from a Mortgage Loan
File set forth in such request. Each Servicer acknowledges that during all times
that any Mortgage Loan File or any contents thereof are in the physical
possession of such Servicer, such Mortgage Loan File and the documents contained
therein shall be held by the Servicer.
Subject to any state Law requirement or court order, each
Servicer hereby agrees to return to the Indenture Trustee each and every
document previously requested from the Mortgage Loan File when such Servicer's
need therefor in connection with such foreclosure or servicing no longer exists,
unless the related Mortgage Loan shall be liquidated or paid in full, in which
case, upon receipt of the Request for Release and Receipt of Documents from
either Servicer, the Indenture Trustee may release the related Servicer's prior
request form, together with all other documents still retained by the Indenture
Trustee with respect to such Mortgage Loan, to such Servicer.
Upon receipt of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer or Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
such Servicer shall promptly deliver to the Indenture Trustee a Request for
Release and Receipt of Documents requesting delivery to such Servicer of the
Mortgage Loan File for such Mortgage Loan and indicating that all amounts
received in connection with such payment that are required to be deposited in
the Collection Account pursuant to Section 4.02 hereof have been or will
promptly be so deposited.
The Master Servicer and the Special Servicer shall forward to
the Indenture Trustee original documents evidencing the assumption,
modification, consolidation or extension of any Mortgage Loan entered into by
such Servicer in accordance with this Servicing Agreement within ten (10)
Business Days of the execution thereof and the delivery of such instrument to
such Servicer; provided, however, that such Servicer may, in lieu thereof,
provide the Indenture Trustee with a certified true copy of any such document
submitted for recordation within ten (10) Business Days of its execution, in
which event such Servicer shall provide the Indenture Trustee with the original
of any document submitted for recordation or a copy of such document certified
by the appropriate public recording office to be a true and complete copy of the
recorded original within ten (10) Business Days of receipt thereof by such
Servicer.
Upon any payment in full of a Mortgage Loan, the Master
Servicer or Special Servicer may execute an instrument of satisfaction regarding
the related Mortgage and any other related Mortgage Loan Documents, which
instruments of satisfaction shall be recorded by such Servicer if required by
applicable Law and shall be delivered to the Person entitled thereto, it being
understood and agreed that all reasonable expenses incurred by such Servicer in
connection with such instruments of satisfaction shall be deemed a Property
Protection Advance, which shall be reimbursed pursuant to the terms of this
Servicing Agreement. Such Servicer shall notify the Indenture Trustee of an
instrument of satisfaction described above as soon as practicable.
Section 3.06 Access to Certain Documentation
Regarding the Mortgage Loans and
this Servicing Agreement.
The Master Servicer and the Special Servicer shall make
available at their respective offices during normal business hours, or send to a
Person requesting the items described in this paragraph, upon demand and at the
expense of the Person requesting such items (except that the Rating Agencies
shall not be required to pay for fulfilling such request), the following items:
(i) all financial statements, occupancy information, rent rolls and similar
information received by the Master Servicer or the Special Servicer, as
applicable, from each Mortgagor, (ii) the inspection reports prepared by or on
behalf of the Master Servicer or the Special Servicer, as applicable, in
connection with the inspections of the Mortgaged Properties, (iii) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Master Servicer or the Special Servicer, as applicable, and (iv) any
and all officer's certificates and other evidence delivered to the Indenture
Trustee and the Issuer to support the Master Servicer's determination that any
Advance was, or if made would be, a Nonrecoverable Advance. The Master Servicer
may require that the Person requesting such items execute a reasonable
confidentiality agreement customary in the industry (and approved by the Issuer)
with respect to such information.
Section 3.07 Annual Statement as to Compliance.
Each Servicer shall deliver to the Issuer and the Indenture
Trustee, on or before April 30 of each year, beginning April 30, 2000, a
statement, signed by a Servicing Officer thereof, stating that (a) a review of
the activities of such Servicer during the preceding calendar year (or during
the period from the date of commencement of its duties hereunder until the end
of such preceding calendar year in the case of the first such certificate) and
of its performance under this Servicing Agreement has been made under such
Servicing Officer's supervision; and (b) to the best of such Servicing Officer's
knowledge, based on such review, such Servicer has fulfilled all of its material
obligations under this Servicing Agreement throughout such period, or if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Servicing Officer and the nature and status thereof.
Section 3.08 Annual Independent Public
Accountants' Servicing Report.
On or before April 30 of each year, beginning April 30, 2000,
each Servicer, at its expense, shall cause a firm of independent public
accountants that is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Issuer and the Indenture Trustee to
the effect that such firm has examined such documents and records as it has
deemed necessary and appropriate relating to the servicing of the Mortgage Loans
under this Servicing Agreement for the preceding calendar year (or during the
period from the date of commencement of such servicer's duties hereunder until
the end of such preceding calendar year in the case of the first such
certificate) and that, on the basis of such examination conducted substantially
in compliance with the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that such servicing during such period has been
conducted in compliance with this Servicing Agreement except for such exceptions
that, in the opinion of such firm, the Uniform Single Attestation Program for
Mortgage Bankers requires it to report, in which case such exceptions shall be
set forth in such statement.
Section 3.09 Merger or Consolidation of any
Servicer.
(a) Each Servicer shall keep in full force and effect its
existence, rights and franchises as an association or corporation under the Laws
governing its charter or articles of incorporation and, in the case of the
initial Servicer, its good standing as a limited liability company under the
Laws of the State of Delaware: except as permitted in this Section 3.09 and
shall obtain and preserve its qualification to do business as a foreign
corporation, association or limited partnership, as applicable, in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Servicing Agreement, or any of the Mortgage
Loans and to perform its duties under this Servicing Agreement.
(b) Any Person into which a Servicer may be merged, converted
or consolidated, or any Person resulting from any merger, conversion or
consolidation to which a Servicer shall be a party, or any Person succeeding to
the business of a Servicer, shall be the successor of such Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person shall be an entity
whose business includes the servicing of mortgage loans, shall service
multifamily and/or commercial mortgage loans, as applicable, in accordance with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, and shall satisfy the requirements of Section 13.09 hereof with
respect to the qualifications of a successor to a Servicer.
Section 3.10 Limitation on Liability of the
Servicers and Others.
Neither the Servicers nor any of the officers, managers,
members, employees or agents thereof shall be under any liability for any action
taken or for refraining from the taking of any action in accordance with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, and otherwise in good faith pursuant to this Servicing Agreement or
for errors in judgment (not constituting negligence or willful misconduct);
provided, however, that this provision shall not protect any Servicer or such
Persons against any liability resulting from any breach of any representation or
warranty made herein, or from any liability specifically required to be borne by
such party without right of reimbursement pursuant to the terms hereof; and
provided, further, that this provision shall not protect any Servicer or such
Persons against any liability that would otherwise be imposed by reason of the
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of the obligations or duties hereunder. Each
Servicer and any officer, manager, member, employee or agent thereof may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any appropriate Person respecting any matters arising hereunder. No
Servicer shall, as applicable, be under any obligation to appear in, prosecute
or defend any claim or legal action that is not incidental to its duties to
service the Mortgage Loans in accordance with this Servicing Agreement.
Section 3.11 Resignation of Servicers.
Without in any way limiting the generality of this Section
3.11, neither the Master Servicer nor the Special Servicer shall resign as such
or delegate its rights or duties hereunder or any portion thereof; provided that
(i) either Servicer may enter into a subservicing agreement subject to Section
3.03 and (ii) either Servicer may resign upon determination that its duties
hereunder are no longer permissible under applicable Law. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion of
Counsel (obtained at the resigning Servicer's expense) to such effect, delivered
to the Indenture Trustee and acceptable in form and substance thereto. Unless
applicable Law requires the Servicer's resignation to become effective
immediately, no resignation shall become effective until the Indenture Trustee
or other successor shall have assumed the responsibilities and obligations of
the resigning party in accordance with this Section 13.11. The Master Servicer
and the Special Servicer shall each have the right to resign at any time with
the consent of the Indenture Trustee, which consent shall not be unreasonably
withheld, provided that (i) a willing successor thereto (including any such
successor proposed by the resigning party) with a net worth of at least
$15,000,000 reasonably acceptable to the Indenture Trustee has been found, (ii)
each of the Rating Agencies confirms in writing that the successor's appointment
will not result in an Adverse Rating Event with respect to any Class of Bonds,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation.
Section 3.12 Maintenance of Errors and
Omissions and Fidelity Coverage.
Each Servicer shall obtain and maintain at its own expense,
and keep in full force and effect throughout the term of this Servicing
Agreement, a blanket fidelity bond or similar form of insurance coverage, and an
errors and omissions insurance policy issued by a surety or insurer which is a
Qualified Insurer, covering such Servicer's officers and employees in connection
with its activities under this Servicing Agreement.
The deductible on the fidelity bond or errors and omissions
policy shall not exceed the greater of $500,000 or five percent (5%) of the face
amount of such bond or policy. In the event that any such bond or policy ceases
to be in effect, such Servicer shall immediately obtain a comparable replacement
bond or policy. Notwithstanding the foregoing, so long as the long-term
unsecured debt obligations of such Servicer or its corporate parent have been
rated "A" or better by two or more rating agencies (one of which shall be
Standard & Poor's or if not rated by Standard & Poor's, is acceptable thereto),
such Servicer shall be entitled to provide self-insurance or obtain from its
parent adequate insurance, as applicable, with respect to its obligation to
maintain a blanket fidelity bond or an errors and omissions insurance policy.
Section 3.13 Indemnity.
(a) Each Servicer shall indemnify and hold harmless the
Indenture Trustee, the Fiscal Agent and the Issuer and their respective
officers, directors, employees, agents and "control" persons within the meaning
of the Securities Act and the Exchange Act, against any and all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel and expenses of litigation, arising from claims or threat of legal
action that were caused by or resulted from a breach of any of such Servicer's
representations and warranties contained in this Servicing Agreement or arising
out of the Servicer's willful misfeasance, bad faith or negligence or by reason
of negligent disregard of obligations or duties of such Servicer hereunder.
(b) Each Servicer and the directors, officers, managers,
members, employees and agents thereof shall be indemnified and held harmless by
the Issuer from any and all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel and expenses of
litigation, incurred in connection with any claim or threat of legal action
relating to any Mortgage Loans and this Servicing Agreement, other than any
costs, expense, loss, damage, claim or liability that resulted from a breach of
any of such Servicer's representations and warranties contained in this
Servicing Agreement or that was incurred by reason of willful misfeasance, bad
faith or negligence of such Servicer in the performance of duties or by reason
of negligent disregard of obligations or duties of such Servicer hereunder.
(c) As soon as reasonably practicable after receipt by any
Servicer, the Indenture Trustee or the Fiscal Agent, on behalf of the
Bondholders, of notice of any complaint or the commencement of any action or
proceeding with respect to which indemnification is being sought under clause
(a) or (b) of this Section 3.13 (each, an "Indemnified Party"), such Indemnified
Party shall notify each Servicer, the Indenture Trustee and the Fiscal Agent on
behalf of the Bondholders from which indemnification is sought pursuant to
clause (a) or clause (b) above (each, an "Indemnifying Party") in writing of
such complaint or of the commencement of such action or proceeding, but failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party
from any liability which the Indemnifying Party may have hereunder or otherwise,
except to the extent that such failure materially prejudices the ability of the
Indemnifying Party to defend such action or proceeding. If the Indemnifying
Party so elects or is requested by such Indemnified Party, the Indemnifying
Party shall assume the defense of such action or proceeding, including the
employment of counsel reasonably satisfactory to each Indemnified Party and the
payment of the fees and disbursements of such counsel. In the event, however,
such Indemnified Party reasonably determines in its judgment that having common
counsel would present such counsel with a conflict of interest or that having
common counsel would in any other way disadvantage such Indemnified Party or if
the Indemnifying Party fails to assume the defense of the action or proceeding
in a timely manner, then such Indemnified Party may employ separate counsel to
represent or defend it in any such action or proceeding and the Indemnifying
Party shall pay the fees and disbursements of such counsel; provided, however,
that the Indemnifying Party shall not be required to pay the fees and
disbursements of more than one separate counsel for all related Indemnified
Parties in any jurisdiction in any single action or proceeding. In any action or
proceeding the defense of which the Indemnifying Party assumes and in which an
Indemnified Party is not entitled to separate counsel pursuant to the
immediately preceding sentence, such Indemnified Party shall have the right to
participate in such litigation and to retain its own counsel at such Indemnified
Party's expense.
Section 3.14 Information Systems.
Each Servicer shall maintain a data storage and retrieval
system capable of maintaining, updating and providing reports with respect to
all relevant information with respect to each Mortgage Loan that may be required
to satisfy the terms of this Servicing Agreement, including but not limited to
all information on the Mortgage Loan Schedule. Each Servicer shall update the
data on such system to reflect any information available thereto from time to
time.
ARTICLE IV
OBLIGATIONS OF THE MASTER SERVICER
Section 4.01 The Master Servicer.
(a) The Master Servicer shall service and administer each
Mortgage Loan (except as such obligations may be undertaken by the Special
Servicer pursuant to Article VI hereof) on behalf of and in the best interests
of and for the benefit of the Bondholders in accordance with the terms of this
Servicing Agreement, the terms of the respective Mortgage Loans and Accepted
Master Servicing Practices.
(b) Subject to Accepted Master Servicing Practices and the
terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer
shall have full power and authority to do or cause to be done any and all things
in connection with such servicing and administration that it may deem, in its
best judgment, necessary or desirable, including, without limitation, to execute
and deliver any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments, with
respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan.
Without limiting the generality of the foregoing, the Master Servicer shall, and
is hereby authorized and empowered to, with respect to each Mortgage Loan,
prepare, execute and deliver at the expense of the Issuer, any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien on the related Mortgaged Property and related collateral.
The Master Servicer shall service and administer each Mortgage Loan in
accordance with applicable state and federal Law and shall provide to each
Mortgagor any information required to be provided to it thereby. Subject to the
foregoing, the Master Servicer shall service and administer each Mortgage Loan
in accordance with the Mortgage Loan Documents, and shall enforce all provisions
provided in the Mortgage Loan Documents, including but not limited to the
establishment and administration of escrow accounts, reserve accounts, impound
accounts and operation and maintenance plans. The Master Servicer may from time
to time request in writing any powers of attorney and other documents necessary
or appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder. If it shall make such written request, the
Master Servicer shall prepare for signature by the Indenture Trustee, and the
Indenture Trustee shall sign any such powers of attorney or other documents
necessary or appropriate to carry out such duties hereunder; provided, however,
that the Indenture Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer.
(c) The Master Servicer (as to non-Specially Serviced Mortgage
Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans)
assumes, with respect to each Mortgage Loan (except as otherwise set forth in
this Servicing Agreement), full responsibility for the timely payment (subject
to Section 4.05(b) with respect to any Nonrecoverable Advances) of all
customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) whether or not
reimbursable by the Trust Estate, incurred in connection with:
(i) any enforcement, administrative or judicial
proceedings, or any necessary legal work or advice specifically related
to servicing the Mortgage Loans, including but not limited to,
bankruptcies, condemnations, drug seizures, foreclosures by subordinate
lienholders, legal costs associated with preparing powers of attorney
pursuant to Section 4.01(b) above, and other claim or legal actions
incidental to the servicing of the Mortgage Loans (provided that such
expenses are reasonable and that the Master Servicer or Special
Servicer, as applicable, specifies the Mortgage Loan(s) to which such
expenses relate);
(ii) all ground rents, taxes, assessments, water rates,
sewer rates and other charges, as applicable, that are or may become a
lien upon the Mortgaged Property, and all fire, flood, hazard and other
insurance coverage (to the extent required in this Servicing Agreement,
including renewal payments); and
(iii) compliance with the servicing provisions applicable
to the Master Servicer or Special Servicer, as applicable, set forth
herein.
With respect to any costs described in clauses (i) and (ii)
above as to non-Specially Serviced Mortgaged Loans, and to the extent the
related Mortgage Loan Documents do not provide for escrow payments or the Master
Servicer determines that any such payments have not been made by the related
Mortgagor, the Master Servicer shall effect timely payment of all such expenses
before they become delinquent if the Master Servicer shall have or should have
had knowledge based on Accepted Master Servicing Practices of such nonpayment by
the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer
shall effect immediate payment of all such expenses which have become delinquent
and about which it has knowledge or should have knowledge based on Accepted
Master Servicing Practices. The Master Servicer shall make Property Protection
Advances from its own funds to effect such payments to the extent not deemed a
Nonrecoverable Advance and shall be reimbursed therefor in accordance with
Section 4.03(a) hereof; provided, that with respect to the payment of taxes and
assessments, the Master Servicer shall make such advance within five (5)
Business Days after the Master Servicer has received confirmation that such item
has not been paid; provided further that the Master Servicer shall use its
reasonable best efforts in accordance with Accepted Master Servicing Practices,
to confirm whether such items have been paid. With respect to any costs
described in clause (iii) above, the Master Servicer shall be entitled to
reimbursement of such costs as Property Protection Advances only to the extent
expressly provided in this Servicing Agreement. If the Master Servicer
determines with respect to any Mortgage Loan that a Property Protection Advance,
if made, would constitute a Nonrecoverable Advance or that it has made a
Nonrecoverable Advance, it shall deliver to the Indenture Trustee a
Nonrecoverable Advance Certificate.
(d) Upon the occurrence of a Servicing Transfer Event or upon
the resignation or termination of the Master Servicer, the Master Servicer shall
effect the timely and efficient transfer of its servicing responsibilities
(excluding, with respect to a Servicing Transfer Event, the Master Servicer's
obligation to make Advances; provided, that, if the Master Servicer is
terminated or resigns, the Master Servicer shall no longer have the obligation
to make Advances and the successor shall be obligated to do so subsequent to the
date of such termination or resignation).
Section 4.02 Collection Account; Collection of
Certain Mortgage Loan Payments.
(a) Subject to Article VI, from the date hereof until the
principal and interest on the Mortgage Loans is paid in full, the Master
Servicer shall proceed diligently to collect all payments called for under the
terms and provisions of the Mortgage Loans, and shall follow such collection
procedures as are in accordance with Accepted Master Servicing Practices.
(b) On or before the Closing Date and as necessary thereafter,
the Master Servicer shall establish, and agrees to maintain for the duration of
this Servicing Agreement, the Collection Account in the name of the Indenture
Trustee for the benefit of the Bondholders. The Collection Account shall be an
Eligible Account. Funds in the Collection Account shall be held by the Master
Servicer for the benefit of the Bondholders (and with respect to Prepayment
Premiums, for the benefit of the Mortgage Loan Seller) in each case and shall
not be commingled with any other moneys. The Master Servicer shall deposit,
within one (1) Business Day following receipt, all collections as set forth in
4.02(c) below, with respect to the Mortgage Loans into the Collection Account.
The Master Servicer shall, within five (5) Business Days of the establishment
thereof, notify the Indenture Trustee in writing of the location and account
number of the Collection Account established for the Mortgage Loans and shall
give the Indenture Trustee written notice of any change of such location or
account number on or prior to the date of such change. Funds in the Collection
Account may be invested by, at the risk of, and for the benefit of, the Master
Servicer in Permitted Investments which shall not be sold or disposed of prior
to maturity. All such Permitted Investments shall be registered in the name of
the Master Servicer (in its capacity as such and for the benefit of the
Bondholders) or its nominee. All income therefrom shall be the property of the
Master Servicer. In addition, if the amounts in the Collection Account are
invested for the benefit of the Master Servicer, the Master Servicer shall
deposit on each Determination Date into such account out of its own funds an
amount representing any net losses realized on Permitted Investments with
respect to funds in such account for such Collection Period.
(c) The Master Servicer shall deposit the following amounts
into the Collection Account pursuant to clause (b) above:
(i) all payments on account of principal and Principal
Prepayments, on the related Mortgage Loans;
(ii) all payments on account of interest on the related
Mortgage Loans, including default interest (net of any portion thereof
retained by the Master Servicer as its Servicing Fee or as
reimbursement for interest on Advances);
(iii) all Liquidation Proceeds, Excess Condemnation
Proceeds and Excess Insurance Proceeds with respect to the related
Mortgaged Properties;
(iv) out of the Master Servicer's own funds, an amount
representing net losses realized on Permitted Investments with respect
to funds in the Collection Account;
(v) any amounts representing Prepayment Premiums paid by
the related Mortgagors;
(vi) any amounts received from the Special Servicer
pursuant to Section 6.06(d) of this Servicing Agreement;
(vii) any other amounts received from the Mortgagors with
respect to the related Mortgage Loans (other than escrow or reserve
payments, which shall be deposited into the appropriate escrow and
reserve accounts);
(viii) any amounts received from the Special Servicer under
Section 6.07 of this Servicing Agreement, other than REO Proceeds; and
(ix) any Advances received pursuant to Section 4.05 of this
Servicing Agreement;
but excluding REO Proceeds (which will be remitted to the Special Servicer for
deposit into the REO Account within one (1) Business Day after receipt) and
penalties or fees for extensions, substitutions, assumptions or modifications or
related activities and services, late payment charges (to the extent not used to
pay interest on Advances), late fees (to the extent not used to pay interest on
Advances), NSF charges, default interest (to the extent not used to pay interest
on Advances), Prepayment Interest Excess (to the extent not offset by Prepayment
Interest Shortfalls) which penalties and fees may be retained by the Master
Servicer, or remitted to Special Servicer, as applicable, as additional
servicing compensation.
(d) Subject to Section 4.03(c), all funds (excluding amounts
representing Prepayment Premiums) deposited by the Master Servicer in the
Collection Account shall be held for the benefit of the Bondholders until
disbursed or withdrawn in accordance herewith. Except as expressly permitted or
required hereunder, the Master Servicer shall not sell, transfer or assign to
any Person any interest (including any security interest) in amounts credited or
to be credited to the Collection Account or take any action towards that end,
and shall maintain such amounts free of all liens, claims and encumbrances of
any nature.
Section 4.03 Permitted Withdrawals from the
Collection Account.
(a) The Master Servicer may make withdrawals from the
Collection Account of amounts on deposit therein attributable to the related
Mortgage Loans for (without duplication) the following purposes in the following
order of priority:
(i) to recoup any amount deposited in the Collection
Account and not required to be deposited therein;
(ii) on each Remittance Date, to pay to the Mortgage Loan
Seller amounts representing Prepayment Premiums paid by Mortgagors;
(iii) on each Remittance Date, to deposit into the Payment
Account pursuant to Section 4.04 of this Servicing Agreement, an amount
equal to the Indenture Trustee Fee for the related Payment Date;
(iv) on each Remittance Date, from amounts representing
payments by a Mortgagor of interest on the related Mortgage Loan or
Liquidation Proceeds, Excess Insurance Proceeds and Excess Condemnation
Proceeds with respect to a Mortgage Loan, to pay to itself the Master
Servicer Fee (net of any portion of the Master Servicer Fee which is
used to offset Prepayment Interest Shortfalls pursuant to Section 4.12
of this Servicing Agreement);
(v) to reimburse the Fiscal Agent, the Indenture Trustee,
and itself, in that order, for unreimbursed P&I Advances from
collections on the related Mortgage Loans, together with interest at
the Advance Rate pursuant to Sections 4.05 and 7.02 of this Servicing
Agreement, the right to withdraw amounts pursuant to this subclause
(iv) being limited to amounts on deposit in the Collection Account in
respect of Liquidation Proceeds, Excess Insurance Proceeds and Excess
Condemnation Proceeds with respect to the Mortgaged Properties securing
the Mortgage Loans with respect to which such unreimbursed P&I Advances
were made, and any other amounts received on the related Mortgage Loan
that represent late recoveries of payments with respect to which such
P&I Advances were made;
(vi) to reimburse the Fiscal Agent, the Indenture Trustee
and itself, in that order, for unreimbursed Property Protection
Advances incurred in connection with a Mortgage Loan or Mortgaged
Property, together with interest at the Advance Rate pursuant to
Sections 4.05 and 7.02 of this Servicing Agreement, the right to
withdraw amounts pursuant to this subclause (v) being limited to
amounts on deposit in such Collection Account in respect of Liquidation
Proceeds, Excess Insurance Proceeds and Excess Condemnation Proceeds
with respect to the Mortgaged Properties with respect to which such
unreimbursed Property Protection Advances were made, and any other
amounts received on the related Mortgage Loan that represent late
recoveries of payments with respect to which such Property Protection
Advances were made;
(vii) on each Remittance Date, to pay to the Special
Servicer the Special Servicing Fee, and from time to time, to pay to
the Special Servicer the Disposition Fee and the Workout Fee;
(viii) on each Remittance Date, to reimburse, the Fiscal
Agent, the Indenture Trustee and itself, in that order, for accrued and
unpaid interest at the Advance Rate on any unreimbursed Advances
pursuant to Sections 4.05 and 7.02 of this Servicing Agreement made
with respect to any Mortgage Loan from any amounts on deposit in the
Collection Account, to the extent not otherwise offset by default
interest collected on the related Mortgage Loan;
(ix) on each Remittance Date, to reimburse the Fiscal
Agent, the Indenture Trustee and itself, in that order, from any
amounts on deposit in the Collection Account for (A) any unreimbursed
Nonrecoverable Advance for which a Nonrecoverable Advance Certificate
has been previously delivered or (B) any unreimbursed Property
Protection Advance for which a Nonrecoverable Advance Certificate has
been previously issued an expense the payment or reimbursement of which
is not an obligation of the related Mortgagor under the terms of the
related Mortgage Loan Documents, in each case, together with interest
at the Advance Rate pursuant to Sections 4.05 and 7.02 of this
Servicing Agreement;
(x) to the extent not reimbursed or paid pursuant to any
other clause of this Section 4.03(a) of this Servicing Agreement, to
reimburse or pay each Servicer, the Indenture Trustee, the Fiscal Agent
and/or the Issuer for unpaid items incurred by or on behalf of such
Person under this Servicing Agreement pursuant to which such Person is
entitled to reimbursement or payment from the assets of the Trust;
(xi) on each Remittance Date, to pay itself any investment
income on amounts on deposit in such Collection Account to which it is
entitled pursuant to Section 4.02(b) of this Servicing Agreement;
(xii) on each Remittance Date, to make remittances to the
Indenture Trustee and the Fiscal Agent pursuant to Section 4.04 of this
Servicing Agreement;
(xiii) to clear and terminate such Collection Account upon
termination of this Servicing Agreement; and
(xiv) to make any other withdrawals permitted by the
Indenture.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account and determining any
shortfall or overpayment of any amounts due from or on behalf of any Mortgagor
or Mortgaged Property. On each Remittance Date, the Master Servicer shall pay to
the Mortgage Loan Seller from the Collection Account all amounts representing
Prepayment Premiums, in the manner directed by the Mortgage Loan Seller. The
Master Servicer shall pay to the Indenture Trustee, the Fiscal Agent or the
Special Servicer from the Collection Account (to the extent permitted by clause
(a) above) amounts (other than amounts paid pursuant to Section 4.04) permitted
to be paid to the Indenture Trustee, the Fiscal Agent or the Special Servicer
therefrom, promptly upon receipt of a certificate of a Responsible Officer of
the Indenture Trustee or the Fiscal Agent, or a Servicing Officer of the Special
Servicer, as applicable, describing the item and amount to which the Indenture
Trustee, the Fiscal Agent or the Special Servicer is entitled. The Servicer may
rely conclusively on any such certificate and shall have no duty to recalculate
the amounts stated therein.
(c) The Indenture Trustee, the Fiscal Agent, the Special
Servicer and the Master Servicer shall in all cases have a right prior to the
Bondholders to any funds on deposit in the Collection Account from time to time
for the reimbursement or payment of compensation, Advances with interest thereon
at the Advance Rate and their respective expenses hereunder to the extent such
items are to be reimbursed or paid from amounts on deposit in the Collection
Account pursuant to this Servicing Agreement; and the Mortgage Loan Seller shall
in all cases have a right prior to the Bondholders to any Prepayment Premiums
deposited into the Collection Account.
(d) Notwithstanding any other provisions contained herein to
the contrary, the reimbursement of any Advances, together with interest thereon
at the Advance Rate, shall be made in the following order: first, to the Fiscal
Agent, second, to the Indenture Trustee, and third, to the Master Servicer.
Section 4.04 Remittances to the Indenture
Trustee.
On each Remittance Date, the Master Servicer shall (a)
withdraw from the Collection Account and remit to the Indenture Trustee, by wire
transfer of immediately available funds to the Payment Account, all amounts on
deposit in the Collection Account (including the amount to be remitted by the
Master Servicer pursuant to Section 4.03 (a)(iii) of this Servicing Agreement),
or otherwise received as of the close of business on the Determination Date
prior to such Remittance Date, minus:
(i) any permitted charges against or withdrawals from such
Collection Account pursuant to clauses (i) through (xi) and (xiv) of
Section 4.03(a) hereof and any amounts representing Prepayment Premiums
to be remitted to the Mortgage Loan Seller pursuant to Section 4.03(b)
hereof; and
(ii) any amounts on deposit in the Collection Account
representing a Monthly Payment due on a Due Date occurring in a
Collection Period following the Collection Period for such
Determination Date (which amounts shall be remitted pursuant to this
Servicing Agreement on the Remittance Date immediately following the
Collection Period in which such Monthly Payment was due),
and (b) remit to the Indenture Trustee any P&I Advances required to be made on
or prior to such Remittance Date pursuant to Section 4.05(a).
Section 4.05 Master Servicer Advances.
(a) To the extent that as of the Determination Date for any
month, the full amount of the Monthly Payment due in the related Collection
Period with respect to any Mortgage Loan has not been received by the Master
Servicer, the Master Servicer shall, no later than 3:00 P.M. New York City time
on the related Remittance Date, deposit into the Collection Account, a P&I
Advance out of its own funds or out of funds held in the Collection Account that
are not required to be part of the Available Payment Amount for the related
Payment Date in an amount equal to the excess of all Monthly Payments (net of
the Master Servicer Fee) due during the related Collection Period over the
amount actually received during such Collection Period; provided, however, that
notwithstanding anything herein to the contrary, the Master Servicer shall not
be required to make a Nonrecoverable Advance. If the Master Servicer determines
with respect to any Mortgage Loan that a P&I Advance, if made, would constitute
a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall
deliver to the Indenture Trustee a Nonrecoverable Advance Certificate.
The Master Servicer shall not be required to make a P&I
Advance with respect to late charges, default interest, or the full amount of a
Balloon Payment not made by the related Mortgagor. For purposes of the
immediately preceding sentence, the Monthly Payment due on the Loan Maturity
Date for a Balloon Mortgage Loan will be the amount that would be due on such
day based on the full amortization schedule used to calculate the prior Monthly
Payments, assuming a later Loan Maturity Date.
Notwithstanding the foregoing, the amount of any P&I Advance
required to be advanced by the Master Servicer with respect to any Payment Date
in respect of applicable Monthly Payments on Mortgage Loans that have been
subject to an Appraisal Reduction Event will equal (i) the amount required to be
advanced by the Master Servicer without giving effect to such Appraisal
Reduction Amounts less (ii) an amount equal to the product of (x) the amount
required to be advanced by the Master Servicer in respect to delinquent payments
of interest without giving effect to such Appraisal Reduction Amounts, and (y) a
fraction, the numerator of which is the Appraisal Reduction Amount with respect
to such Mortgage Loan and the denominator of which is the Stated Principal
Balance of such Mortgage Loans of the last day of the related Collection Period.
The Master Servicer shall be entitled to use any funds held in
the Collection Account pursuant to Section 4.04(a)(ii) to make P&I Advances for
the current Remittance Date. Any funds being held in the Collection Account for
future distribution and used by the Master Servicer to make a P&I Advance for
the current Remittance Date shall be replaced by the Master Servicer from its
own funds by deposit in the Collection Account on each future Remittance Date to
the extent that funds in the Collection Account on such Remittance Date shall be
less than remittances to the Indenture Trustee required to be made on such date.
(b) To the extent required by Section 6.04 of this Servicing
Agreement, the Master Servicer shall make Property Protection Advances from time
to time; provided, however, that notwithstanding anything herein to the
contrary, the Master Servicer shall not be required to make a Nonrecoverable
Advance for which a Nonrecoverable Advance Certificate has been
previously issued.
(c) The Master Servicer shall determine whether amounts are
available in the Collection Account or the escrow account to reimburse the
Indenture Trustee, the Master Servicer or the Fiscal Agent for unreimbursed
Advances made pursuant to this Servicing Agreement. The Master Servicer shall
promptly (but in any event no later than ten (10) Business Days following
receipt) withdraw all amounts necessary to make such reimbursement to the extent
such withdrawals are permitted under Section 4.03(a), and shall reimburse the
Indenture Trustee, itself or the Fiscal Agent, as applicable.
(d) If the Master Servicer fails to make any P&I Advance
required by Section 4.05 when required to do so, the Indenture Trustee shall, no
later than the time specified in Section 7.02, make such Advance, and if the
Indenture Trustee fails to make such P&I Advance when required to do so, the
Fiscal Agent shall do so no later than the time specified in Section 7.02,
provided that, in each such case such obligation will be subject to the
provisions of this Servicing Agreement concerning Nonrecoverable Advances. The
Indenture Trustee and the Fiscal Agent may rely conclusively on any
determination by the Master Servicer and evidenced by a Nonrecoverable Advance
Certificate that a P&I Advance would be a Nonrecoverable Advance. The making of
such P&I Advance by the Fiscal Agent shall cure any default of the Indenture
Trustee caused by the Indenture Trustee's failure to make such P&I Advance.
(e) The Master Servicer, the Indenture Trustee or the Fiscal
Agent, as applicable, shall be entitled to interest on any P&I Advance made with
respect to a Mortgage Loan pursuant to this Section 4.05; provided, however,
that neither the Master Servicer, the Indenture Trustee nor the Fiscal Agent
shall be entitled to interest accrued on the amount of any P&I Advance with
respect to the two (2) Mortgage Loans identified as loan numbers 3720011432 and
3720011427 on Mortgage Loan Schedule, for the period commencing on the date of
such P&I Advance and ending on the day on which the grace period applicable to
the related Mortgagor's obligation to make the related Monthly Payment expires
pursuant to the related Mortgage Loan Documents. Such interest shall accrue at
the Advance Rate from the date on which such P&I Advance was made to and
including the date on which such Person is reimbursed for such P&I Advance
pursuant to this Servicing Agreement.
Section 4.06 Maintenance of Insurance.
(a) The Master Servicer shall in accordance with Accepted
Master Servicing Practices, maintain or use its best efforts to cause the
related Mortgagor to maintain for each Mortgage Loan (other than REO Mortgage
Loans), and if the Mortgagor does not so maintain, the Master Servicer shall
cause to be maintained for each Mortgaged Property all insurance required by the
terms of the related Mortgage Loan Documents (including, but not limited to,
hazard, business interruption, general liability, and if required, rental
interruption insurance); provided, however, that if the insurance in the amount
required above is not available at a commercially reasonable cost, or the
Issuer, as mortgagee, does not have an insurable interest, as determined by the
Master Servicer in accordance with Accepted Master Servicing Practices, the
Master Servicer shall not be required to maintain such policy. Subject to the
preceding sentence, hazard insurance shall be maintained in the amount set forth
in the related Mortgage Loan Documents but in any event in an amount at least
equal to the replacement cost of the improvements which are a part of the
related Mortgaged Property. Such insurance policies shall also provide coverage
in amounts sufficient such that the insurance carrier would not deem the
Mortgagor to be a co-insurer thereunder. The Master Servicer shall file and
settle claims under any such insurance policies. All such policies shall provide
for at least ten (10) days' prior written notice to the Master Servicer of any
cancellation, reduction in the amount of, or material change in, the coverage
provided thereunder. If at any time the Mortgaged Property is in a federally
designated special flood hazard area, the Master Servicer shall cause the
related Mortgagor to maintain or will itself obtain flood insurance in respect
thereof to the extent available at a commercially reasonable cost. Such flood
insurance shall be in an amount equal to the lesser of (x) the unpaid principal
balance of the related Mortgage Loan and (y) the greater of (1) the maximum
amount of such insurance required by the terms of the related Mortgage Note or
Mortgage and (2) the maximum amount of such insurance that is available for the
related Mortgaged Property under the national flood insurance program (assuming
that the area in which such Mortgaged Property is located is participating in
such program). Any cost incurred in maintaining any insurance required pursuant
to this subsection (a) shall not, for the purpose of calculating monthly
payments to the Bondholders, be added to the Stated Principal Balance of the
related Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so
permit but such cost shall be paid by the Master Servicer as a Property
Protection Advance and shall be reimbursed as provided in this Servicing
Agreement. The Master Servicer shall arrange for the application of all such
insurance proceeds (i) to the restoration or repair of the related Mortgaged
Property, (ii) to prepay in whole or in part the principal balance of the
related Mortgage Loan or (iii) to be released to the related Mortgagor, as the
case may be, in all cases in accordance with the express requirements of the
applicable Mortgage Loan Documents. To the extent the applicable Mortgage Loan
Documents require the delivery of appraisals, engineer's reports, architect's
disbursement certificates or other documents or instruments before any such
insurance proceeds are applied, the Master Servicer shall obtain and verify the
same and any costs so incurred shall be deemed to be a Property Protection
Advance and shall be reimbursed as provided in this Servicing Agreement. If such
insurance proceeds are to be applied to restoration or repair of the related
Mortgaged Property or are to be released to the related Mortgagor, the Master
Servicer shall deliver to the Indenture Trustee prior to such application or
release a certificate of a Servicing Officer of the Master Servicer in
reasonable detail specifying the purposes to which such proceeds are to be
applied and the account or Person to which they are to be transferred.
(b) If the Master Servicer or the Special Servicer, as
applicable, causes any Mortgaged Property or REO Property to be covered by a
master force placed insurance policy, which policy is issued by a Qualified
Insurer and provides no less coverage in scope and amount for such Mortgaged
Property or REO Property than the insurance required to be maintained pursuant
to Section 4.06(a), the Master Servicer or Special Servicer shall conclusively
be deemed to have satisfied its obligations to maintain insurance pursuant to
Section 4.06(a). Such policy may contain a deductible clause, in which case the
Master Servicer or Special Servicer, as applicable, shall, in the event that (i)
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy otherwise complying with the provisions of Section 4.06(a),
and (ii) there shall have been one or more losses which would have been covered
by such a policy had it been maintained, immediately deposit into the Collection
Account from its own funds the amount not otherwise payable under such force
placed policy because of such deductible to the extent that any such deductible
exceeds the deductible limitation that pertained to the related Mortgage Loan,
or, in the absence of any such deductible limitation, the deductible limitation
which is consistent with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable. In the event that either Servicer shall
cause any Mortgaged Property or REO Property to be covered by such a master
force placed insurance policy, the incremental costs of such insurance
applicable to such Mortgaged Property or REO Property (i.e., other than any
minimum or standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid by the Master
Servicer as a Property Protection Advance.
(c) If the Master Servicer or the Special Servicer, as
applicable, does not maintain the insurance described in Section 4.06(a) and
4.06(b) hereof, the Indenture Trustee shall, as soon as practicable after
receipt of notice of such failure, maintain such insurance payable as a Property
Protection Advance and if the Indenture Trustee does make such Property
Protection Advance to maintain such insurance, the Fiscal Agent shall do so,
provided that, in each such case, such obligation will be subject to the
provisions of this Servicing Agreement concerning Nonrecoverable Advances and to
the availability of such insurance at commercially reasonable rates. The making
of such payment by the Fiscal Agent shall cure any default of the Indenture
Trustee caused by the Indenture Trustee's failure to make such payment.
(d) The Master Servicer shall control any escrow or
impoundment accounts of the Mortgagor for the payment of taxes, insurance, and
other items required to be paid by any Mortgagor pursuant to any Mortgage Loan.
Section 4.07 Enforcement of "Due-on-Sale"
Clauses; Assumption Agreements.
(a) To the extent any Mortgage Loan contains an enforceable
"due-on-sale" or "due-on-encumbrance" clause, subject to paragraph (f) below,
the Master Servicer shall enforce such clause on behalf of the Issuer unless the
Master Servicer determines in accordance with Accepted Master Servicing
Practices that it would be in the best interest of the Bondholders to waive any
such clause. If the Master Servicer is unable to enforce any such "due-on-sale"
clause or if no "due-on-sale" clause is applicable or the Master Servicer
determines that such clause should be waived, the Master Servicer shall enter
into an assumption agreement with the Person to whom such property has been
conveyed or is proposed to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, to the extent permitted by applicable state
Law and the related Mortgage, the Mortgagor remains liable thereon. The Master
Servicer is also authorized to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as the Mortgagor and becomes liable
under the Mortgage Note; provided, however, that such substitute Mortgagor must
satisfy the requirements set forth in the related Mortgage Loan Documents or the
underwriting requirements customarily imposed by the Master Servicer's Accepted
Master Servicing Practices as a condition to approval of a borrower on a new
mortgage loan substantially similar to such Mortgage Loan.
(b) To the extent any Mortgage Loan contains a clause granting
a right of assumption to a qualified substitute Mortgagor upon the sale,
conveyance or transfer of the related Mortgaged Property and subject to
paragraph (f) below, the Master Servicer shall enter into an assumption
agreement with such qualified substitute Mortgagor, pursuant to which such
qualified substitute Mortgagor becomes liable under the Mortgage Note. If any
Person other than the Mortgagor has, pursuant to the related Mortgage Loan
Documents, undertaken to indemnify the mortgagee and, in connection with an
assumption of the type referred to in the preceding sentence, the related
Mortgage Loan Documents permit a substitution of such third-party indemnitor by
a qualified substitute indemnitor, the Master Servicer shall enter into an
assumption of liability agreement with such qualified substitute indemnitor,
pursuant to which such substitute indemnitor becomes liable under the relevant
indemnification obligations. The Master Servicer is also authorized to enter
into a substitution of liability agreement with such substitute Mortgagor,
pursuant to which the original Mortgagor is released from liability and such
substitute Mortgagor is substituted as the Mortgagor and becomes liable under
the Mortgage Note; provided, however, that such substitute Mortgagor must
satisfy the requirements set forth in the related Mortgage Loan Documents or the
underwriting requirements customarily imposed by the Master Servicer's regular
commercial mortgage loan origination standards or Accepted Master Servicing
Practices as a condition to approval of a borrower on a new mortgage loan
substantially similar to such Mortgage Loan.
(c) As to non-Specially Serviced Mortgaged Loans, the Master
Servicer shall retain as additional servicing compensation any fees collected
for entering into an extension, modification, assumption or substitution of
liability agreement, and any similar fees and charges.
(d) In connection with any assumption under this Section 4.07,
no material term of the Mortgage Note (including, but not limited to, the
Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate
floor or cap applicable to the calculation of the Mortgage Interest Rate and any
other term affecting the amount or timing of payment on the Mortgage Loan) may
be changed. The Master Servicer shall forward to the Indenture Trustee the
original substitution or assumption agreement.
(e) Notwithstanding the foregoing or any other provision of
this Servicing Agreement, the Master Servicer shall not be deemed to be in
default, breach or any other violation of its obligations hereunder by reason of
any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a
Mortgage Loan by operation of Law that the Master Servicer in good faith
determines it may be restricted by Law from preventing.
(f) Each transfer, assumption or encumbrance requiring the
consent of the mortgagee with respect to a Mortgage Loan having a current
outstanding principal balance equal to or exceeding 2% of the then current
aggregate Stated Principal Balance of all Mortgage Loans ("Review Threshold")
will be subject to a confirmation from DCR that granting such consent will not
result in a downgrade or withdrawal of its rating on any Class of Bonds ("No
Downgrade Confirmation"). In connection with the request for such consent, the
Master Servicer shall prepare and deliver to DCR a memorandum outlining its
analysis and recommendation in accordance with Accepted Master Servicing
Practices, together with copies of all relevant documentation. The Master
Servicer shall also prepare and provide to DCR with such memorandum and
documentation for all transfer, assumption and encumbrance consents granted for
Mortgage Loans below the Review Threshold, but for which the Master Servicer's
decision will be sufficient and a No Downgrade Confirmation will not be
required.
Section 4.08 Property Inspections.
The Master Servicer shall inspect or cause to be inspected
each Mortgaged Property and shall verify and deliver to the Indenture Trustee a
copy of a property inspection report consistent with Accepted Master Servicing
Practices; provided that (i) each Mortgaged Property securing a Mortgage Loan
with an outstanding principal balance in excess of $999,999 shall be inspected
and such a property inspection report shall be delivered to the Indenture
Trustee at least once a year, (ii) each Mortgaged Property securing a Mortgage
Loan with a principal balance in excess of $349,999 and less than or equal to
$999,999 shall be inspected and such a property inspection report shall be
delivered to the Indenture Trustee at least once every two years, and (iii) each
Mortgaged Property securing a Mortgage Loan with an outstanding principal less
than or equal to $349,999 shall be inspected as necessary or upon notice of any
adverse event occurring with respect to the property, and such a property
inspection report shall be delivered to the Indenture Trustee.
Section 4.09 Reports of Master Servicer.
(a) The Master Servicer shall prepare, or cause to be
prepared, and deliver to the Indenture Trustee in an electronic format agreed to
by the Indenture Trustee and the Master Servicer and consistent with Accepted
Master Servicing Practices, not later than 11:00 A.M., New York time on the
third (3rd) Business Day immediately preceding each Payment Date, a copy of a
Remittance Report in the form of Exhibit C hereto. Such report shall be in
respect of the related Collection Period on a Mortgage Loan-by-Mortgage Loan
basis to the extent applicable.
(b) The Master Servicer shall prepare and deliver to the
Indenture Trustee a copy of the Collection Account reconciliation report for the
preceding Collection Period in a form agreed to by the Master Servicer and the
Indenture Trustee on or prior to the twentieth (20th) day of each calendar
month.
(c) The Master Servicer shall use its best efforts to
implement (in substitution of the Remittance Report) reporting in the CSSA
Standard Information Package on or before the earlier of (i) November 25, 1999
or two (2) full months after Southern Pacific Bank is terminated as the Primary
Servicer.
(d) The Master Servicer shall prepare and distribute all
information statements relating to payments on the Mortgage Loans in accordance
with all applicable federal and state Laws.
(e) The Master Servicer shall provide the Indenture Trustee
with any reasonable information needed by the Indenture Trustee which is
consistent with Accepted Master Servicing Practices with respect to the Mortgage
Loans in order to allow the Indenture Trustee to comply with its obligations
under this Servicing Agreement and shall provide the Special Servicer with any
reasonable information needed by the Special Servicer which is consistent with
Accepted Special Servicing Practices with respect to Specially Serviced Mortgage
Loans and REO Mortgage Loans in order to allow the Special Servicer to comply
with its obligations hereunder pursuant to Article VI and the Special Servicer
shall provide such information for Specially-Serviced Mortgage Loans.
(f) The Master Servicer for non-Specially Serviced Mortgage
Loans, and the Special Servicer for Specially Serviced Mortgage Loans, shall
proceed diligently to collect all reports and other information required to be
prepared and delivered by each Mortgagor pursuant to the terms of the related
Mortgage Loan Documents (including, but not limited to, rent rolls) and shall
forward copies of such information to the Indenture Trustee (and to the Special
Servicer) periodically as such information is received or as otherwise
reasonably directed by the Indenture Trustee.
Section 4.10 Confirmation of Balloon Payment.
The Master Servicer shall send a letter by first class mail to
each Mortgagor on a Balloon Mortgage Loan no earlier than six (6) months and at
least three (3) months prior to the related Loan Maturity Date reminding such
Mortgagor of such Loan Maturity Date and requesting that not later than sixty
(60) days prior to such Loan Maturity Date such Mortgagor confirm in writing
that the payment due on such Loan Maturity Date will be made on such date and
describe in reasonable detail any arrangements made or to be made with regard to
the payment of such Balloon Payment.
Section 4.11 Master Servicer Compensation.
The Master Servicer shall be entitled to compensation for
services rendered by it hereunder on each Remittance Date from amounts on
deposit in the Collection Account in an amount equal to the Master Servicer Fee,
to the extent permitted by Section 4.03 hereof. The Master Servicer shall also
be entitled to receive as additional servicing compensation (i) all investment
income earned on amounts on deposit in any Mortgagor escrow accounts or reserve
accounts (to the extent consistent with applicable Law and the related Mortgage
Loan Documents) and the Collection Account, (ii) all amounts collected with
respect to the Mortgage Loans (other than Specially Serviced Mortgage Loans) in
the nature of late payment charges (to the extent not used to pay interest on
Advances) , late fees (to the extent not used to pay interest on Advances), NSF
check charges including with respect to Specially Serviced Mortgage Loans,
extension fees, modification fees, assumption fees, default interest (to the
extent not used to pay interest on Advances) and similar fees and charges, and
(iii) any Prepayment Interest Excess (to the extent not offset against any
Prepayment Interest Shortfall in accordance with Section 4.12) relating to
non-Specially Serviced Mortgage Loans.
Section 4.12 Adjustment of Master Servicer's
Compensation.
If a Mortgage Loan is prepaid in full or in part during any
Collection Period, any related Prepayment Interest Shortfalls shall be offset to
the extent of any Prepayment Interest Excesses collected during such Collection
Period. If the Prepayment Interest Shortfalls relating to non-Specially Serviced
Mortgage Loans for any Collection Period exceed the sum of any Prepayment
Interest Excesses relating to Mortgage Loans collected during such Collection
Period, such resulting net shortfall shall be offset by a corresponding amount
(in no event to exceed the Master Servicer Fee) from the Master Servicer Fee for
the related Remittance Date. The Master Servicer shall be entitled to any excess
of the Prepayment Interest Excesses over the Prepayment Interest Shortfall for
any Collection Period as additional servicing compensation.
Section 4.13 Implementation of Operations and
Maintenance Plans.
To the extent an operations and maintenance plan is required
to be established and executed pursuant to the terms of the related Mortgage
Loan Documents, the Master Servicer shall use reasonable efforts to enforce any
such plans in accordance with the terms of the Mortgage Loan Document.
ARTICLE V
[RESERVED]
ARTICLE VI
OBLIGATIONS OF THE SPECIAL SERVICER
Section 6.01 The Special Servicer.
The Special Servicer, as an independent contract servicer,
shall service and administer the Specially Serviced Mortgage Loans and REO
Properties on behalf of and in the best interests of and for the benefit of the
Bondholders in accordance with this Servicing Agreement and Accepted Special
Servicing Practices. In the event that a Mortgage Loan becomes a Specially
Serviced Mortgage Loan, subject to the provisions contained in this Article VI,
the Master Servicer shall continue to collect all Monthly Payments called for
under the terms and provisions of the Mortgage Loan in accordance with Section
4.02, except as otherwise directed by the Special Servicer and agreed to by the
Master Servicer in writing.
Section 6.02 Transfer to Special Servicing.
(a) The Master Servicer shall notify the Special Servicer as
promptly as practicable by telephone, facsimile or in an electronic format
reasonably acceptable to the Special Servicer after it becomes aware of the
occurrence of a Servicing Transfer Event.
(b) Unless the Master Servicer and the Special Servicer with
respect to a Mortgage Loan are the same Person, promptly after the occurrence of
a Servicing Transfer Event, the Master Servicer shall send a letter by first
class mail (with a copy to the Special Servicer) notifying the related Mortgagor
that the related Mortgage Loan has become a Specially Serviced Mortgage Loan and
instructing such Mortgagor to direct all future notices and communications to
the Special Servicer but to continue making Monthly Payments pursuant to the
terms of the related Mortgage Loan Documents, as may have been modified after
the Closing Date, to the Master Servicer unless otherwise directed by the
Special Servicer in writing and agreed to by the Master Servicer.
(c) Not later than five (5) Business Days after the occurrence
of a Servicing Transfer Event, the Master Servicer shall use its best efforts to
provide the Special Servicer with copies of all information, documents and
records (including records stored electronically on computer tapes, magnetic
disks and the like) in its possession relating to each Mortgage Loan with
respect to which notice is required to be delivered pursuant to clause (a)
above. The Master Servicer and the Special Servicer shall take all other actions
necessary or appropriate to effect a transfer of servicing pursuant to this
Section 6.02 or Section 6.10, including but not limited to the preparation,
execution and delivery of any and all necessary or appropriate documents and
other instruments, and will cooperate fully with each other in effecting such
transfer as promptly as possible. Servicing of a Mortgage Loan shall be
automatically transferred to the Special Servicer on the Servicing Transfer
Date.
(d) Following the related Servicing Transfer Date, the Master
Servicer shall not have any further dealings or communications with the related
Mortgagor except as administrator of the Collection Account and any escrow,
impound or reserve accounts. The Master Servicer shall maintain up-to-date
information on each Mortgage Loan which becomes a Specially Serviced Mortgage
Loan in order to properly administer the Collection Account and any escrow,
impound or reserve accounts, to enable it to resume all servicing obligations
with respect to a Mortgage Loan which becomes a Corrected Mortgage Loan as
promptly as possible pursuant to Section 6.10, and to provide any reports
required under Article IV. The Special Servicer shall promptly, on the dates
designated by the Master Servicer, provide to the Master Servicer, in such
format reasonably requested by the Master Servicer, including data sent
electronically for the CSSA Standard Information Package, all information
available to the Special Servicer and not available to the Master Servicer
necessary to maintain such up-to-date information.
(e) Promptly after the Servicing Transfer Date, the Special
Servicer (unless the Master Servicer and Special Servicer with respect to a
Mortgage Loan are the same Person) shall send a letter by first class mail
hereto notifying the related Mortgagor that servicing has been transferred to
the Special Servicer.
(f) Following the occurrence of a Servicing Transfer Event
with respect to any Mortgage Loan, the Special Servicer shall service the
related Specially Serviced Mortgage Loan or REO Property in accordance with this
Servicing Agreement and Accepted Special Servicing Practices.
Section 6.03 Servicing of Specially Serviced
Mortgage Loans.
(a) Following the occurrence of a Servicing Transfer Event,
the Special Servicer shall request from the Indenture Trustee the name of the
current Directing Bondholder. The Indenture Trustee shall notify the Special
Servicer of the identity of the current Directing Bondholder upon request. Upon
receipt of the name of such current Directing Bondholder from the Indenture
Trustee, the Special Servicer shall notify the Directing Bondholder of the
occurrence of such Servicing Transfer Event. Servicing Officers of the Special
Servicer shall, at the request of the Directing Bondholder, be reasonably
available during regular business hours to discuss with such Bondholder
objectives and strategies with respect to the Specially Serviced Mortgage Loans
and REO Properties.
(b) Subject to Section 6.03(c) below and Accepted Special
Servicing Practices, in servicing and administering any Specially Serviced
Mortgage Loan or REO Property, the Special Servicer shall have full power and
authority to do any and all things in connection with such servicing and
administration that it may deem in its best judgment necessary or advisable
including, without limitation, to execute and deliver on behalf of the Indenture
Trustee and the Bondholders any and all instruments of satisfaction or
cancellation or of partial release or full release or discharge and all other
comparable instruments with respect to such Specially Serviced Mortgage Loan or
such REO Mortgage Loan or to agree to any modification, waiver or amendment of
any term and to defer, reduce or forgive payment of interest and/or principal of
any such Specially Serviced Mortgage Loan. The Special Servicer may not extend
the scheduled Loan Maturity Date of any Specially Serviced Mortgage Loan to a
date later than three years prior to the Stated Maturity Date (or, with respect
to any Mortgage Loan secured in whole or in part by a Mortgaged Property which
is a leasehold, beyond a date which is later than ten (10) years prior to the
expiration of the term of the related ground lease). Notwithstanding the
foregoing, the Special Servicer may not permit any such modification with
respect to a Balloon Mortgage Loan if such modification results in the extension
of such Loan Maturity Date beyond the amortization term of such Balloon Mortgage
Loan absent the related Balloon Payment. The Special Servicer may from time to
time request in writing any powers of attorney and other documents necessary or
appropriate to enable the Special Servicer to carry out its servicing and
administrative duties hereunder. If it shall make such written request, the
Special Servicer shall prepare for signature by the Indenture Trustee, and the
Indenture Trustee shall sign any such powers of attorney or other documents
necessary or appropriate to carry out such duties hereunder; provided, however,
that the Indenture Trustee shall not be held liable for any misuse of any such
power of attorney by the Special Servicer. In addition to the duties and
obligations set forth in this Article VI, the Special Servicer shall assume the
rights and obligations of the Master Servicer set forth in (i) Section 4.07 of
this Servicing Agreement with respect to any Specially Serviced Mortgage Loan
(but not any liabilities incurred by the Master Servicer prior to the related
Servicing Transfer Date) and (ii) Section 4.06 with respect to REO Properties.
Any insurance required to be maintained by the Special Servicer with respect to
REO Properties pursuant to this Section and Section 4.06 shall be maintained
with Qualified Insurers.
(c) No later than sixty (60) days after a Servicing Transfer
Date for a Mortgage Loan, the Special Servicer shall deliver to the Indenture
Trustee, the Master Servicer, each Rating Agency and the Directing Bondholder an
Asset Strategy Report, with respect to such Mortgage Loan and the related
Mortgaged Property. Such Asset Strategy 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) consideration of alternatives to the exercise of
remedies (such as forbearance relief, modification of the terms and
conditions of such Mortgage Loan, disposition of the Specially Serviced
Mortgage Loan or the related Mortgaged Property and application of the
proceeds of such disposition to the outstanding principal balance of
such Mortgage Loan and interest thereon, or abandonment of the related
Mortgaged Property);
(iii) a discussion of the probable time frames and
estimated amount of any related Property Protection Advances applicable
to each of the alternatives referred to above;
(iv) a discussion of the legal and environmental
considerations reasonably known to the Special Servicer, consistent
with the Accepted Special Servicing Practices, 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 a recommendation as to whether outside environmental legal counsel
should be retained;
(v) estimated budgets for any operating or capital funds
expected to be required for the related Mortgaged Property;
(vi) the most current rent roll available for and any
strategy for the leasing or releasing of the related Mortgaged
Property;
(vii) the Special Servicer's analysis and recommendations
(which will include a discussion of alternative courses of action and a
comparison of the probable benefits and detriments of each alternative
course of action) on how such Specially Serviced Mortgage Loan might be
returned to performing status and returned to the Master Servicer for
regular servicing under Article IV of this Servicing Agreement or
otherwise realized upon; and
(viii) such other information as the Special Servicer deems
relevant in light of the Accepted Special Servicing Practices.
If within ten (10) Business Days of receiving an Asset
Strategy Report, the Directing Bondholder does not disapprove such Asset
Strategy Report in writing, the Special Servicer shall implement the recommended
action as outlined in such Asset Strategy Report; provided, however, that the
Special Servicer is required to implement the recommended action as outlined in
such Asset Strategy Report if it makes the affirmative determination that not
taking such action would result in a violation of the Accepted Special Servicing
Practices; and provided, further, however, that notwithstanding anything herein
to the contrary, the Special Servicer may not take, and shall not be required to
take, any action that is contrary to applicable Law, Accepted Special Servicing
Practices or the terms of the applicable Mortgage Loan Documents. If the
Directing Bondholder disapproves such Asset Strategy Report within ten (10)
Business Days of receipt, the Special Servicer will revise such Asset Strategy
Report and deliver to the Indenture Trustee, the Directing Bondholder, the
Master Servicer and the Rating Agencies a new Asset Strategy Report as soon as
practicable. The Special Servicer shall revise such Asset Strategy Report as
described above in this Section 6.03(c) until the Directing Bondholder shall
fail to disapprove such revised Asset Strategy Report in writing within ten (10)
Business Days of receiving such revised Asset Strategy Report; provided,
however, that the Special Servicer shall not be under any obligation to perform
any actions or delay implementation of the action outlined in the Asset Strategy
Report or revise such Asset Strategy Report to take any actions which are not
consistent with Accepted Special Services Practices, applicable Laws or the
terms of the related Mortgage Loan Documents. The Special Servicer may, from
time to time, modify any Asset Strategy Report it has previously delivered and
implement actions outlined in such modified Asset Strategy Report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section and the Rating Agencies shall have been provided with a copy of
any such modification. 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 Strategy
Report before the expiration of a ten (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 Bondholders and it has made
a reasonable effort to contact the Directing Bondholder and (ii) in any case,
shall determine whether such disapproval is not in the best interest of all the
Bondholders pursuant to Accepted Special Servicing Practices. Upon making such
determination, the Special Servicer shall either implement the Asset Strategy
Report or notify the Indenture Trustee of such rejection and deliver to the
Indenture Trustee a proposed notice to Bondholders which shall include the Asset
Strategy Report, and the Indenture Trustee shall send such notice to all
Bondholders (or, to the extent known to the Indenture Trustee, Bond Owners). If
the majority of such Bondholders (including Bond Owners), as determined by Bond
Balance, fail to reject such Asset Strategy Report within five (5) days of the
Indenture Trustee's sending such notice, the Special Servicer shall implement
the same. If the Asset Strategy Report is rejected by the Bondholders, the
Special Servicer shall revise such Asset Strategy Report as described above in
this Section 6.03(c). The Indenture Trustee shall be entitled to be reimbursed
by the Issuer for the reasonable expenses of providing such notices.
(d) The Special Servicer shall have the authority to meet with
the Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with Accepted Special Servicing Practices and the related Asset
Strategy Report. The Special Servicer shall not take any action inconsistent
with the related Asset Strategy Report.
(e) The Special Servicer shall have the right to determine, in
accordance with Accepted Special Servicing Practices, the advisability of the
maintenance of an action to obtain a deficiency judgment if the state in which
an REO Property is located and the terms of the related Mortgage Loan permit
such an action.
(f) Upon request of any Bondholder (or any Bond Owner, if
applicable, which shall have provided the Indenture Trustee with evidence
satisfactory to the Special Servicer and the Indenture Trustee of its interest
in a Bond or any Rating Agency, the Indenture Trustee shall mail, without
charge, to the address specified in such request a copy of the most current
Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property
in its possession, unless (i) such distribution is limited or prohibited by
confidentiality or other restrictions imposed by Law, or (ii) the Indenture
Trustee determines, in its reasonable judgment, that delivery of such Asset
Strategy Report would not be in the best interest of the Bondholders.
Section 6.04 Title to REO Property;
Management of REO Property.
(a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Issuer on behalf of the Bondholders.
The Special Servicer, on behalf of the Bondholders and, subject to the lien of
the Indenture, the Issuer, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Issuer acquires ownership of
such REO Property, within the meaning of Treasury Regulations Section
1.856-6(b)(1), for purposes of Section 856(e) of the Code, unless an extension
of time is granted to the Special Servicer sell such REO Property by the IRS. If
the Special Servicer is granted such an extension, the Special Servicer shall
sell such REO Property within such longer period as is permitted by such
extension. The Special Servicer shall sell such REO Property in accordance with
Accepted Special Servicing Practices and in the same manner as would a prudent
mortgage loan servicer and asset manager who acquired a mortgaged property
comparable to the REO Property under the same circumstances. Any expense
incurred by the Special Servicer in connection with its being granted an
extension shall be an expense of the Issuer payable out of the REO Account
pursuant to Section 6.06.
(b) The Special Servicer shall not acquire any personal
property for the Issuer pursuant to Sections 6.04 or 6.06 of this Servicing
Agreement unless 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.
(c) If title to any REO Property is acquired, the Special
Servicer shall manage, conserve, protect, operate and lease such REO Property
for the benefit of the Bondholders, and subject to the lien of the Indenture,
the Issuer solely for the purpose of its timely 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 856(e) of the Code. 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 Bondholders and the Issuer (as a collective whole)
(as determined by the Special Servicer in its good faith and reasonable
judgment) and, to the extent consistent with the foregoing, in the same manner
as would prudent mortgage loan servicers and asset managers operating acquired
mortgaged property comparable to the REO Property under the same circumstances.
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 this
Section 6.04(c) with respect to such REO Property, the Special Servicer shall
(i) inform the Master Servicer of any need for the Master Servicer to make a
Property Protection Advance at least five (5) Business Days prior to the time of
preferred or required payment of the underlying expense (absent an emergency
requiring immediate action), (ii) (at the time of the Special Servicer's
request) provide such information and data as reasonably required by the Master
Servicer in order to make such Property Protection Advance, (iii) (at the time
of the Special Servicer's request) provide the Master Servicer with an Officer's
Certificate identifying the expenses, the related Mortgagor and the Mortgage
Loan, and indicating that such Property Protection Advance, if made, would not
in its view based upon the Special Servicer's investigation be a Nonrecoverable
Advance; provided, however, in lieu of complying with (i) above, the Special
Servicer may pay certain Property Protection Expenses not to exceed a total of
$1,500 per month for each Mortgaged Property and submit same for payment to the
Master Servicer on each Determination Date in compliance with (ii) (without a
request) above and (iii) above. Upon its receipt of such monthly request
complying with the terms of this paragraph, Master Servicer shall reimburse the
Special Servicer for its payment of such expenses, plus accrued interest thereon
at the Advance Rate from the date of payment of such Property Protection Expense
to and including the date reimbursed by the Master Servicer, and thereafter the
Master Servicer shall be reimbursed for such Advance plus accrued interest
thereon at the Advance Rate from the time that the Special Servicer paid such
Property Protection Expenses through the date of reimbursement.
If the Master Servicer fails to make a Property Protection
Advance when required to do so, the Indenture Trustee shall make such Property
Protection Advance, and if the Indenture Trustee shall fail to make such
Property Protection Advance, the Fiscal Agent shall do so, provided that, in
each such case, such obligation will be subject to the provisions of this
Agreement concerning Nonrecoverable Advances. The making of such Advance by the
Fiscal Agent shall cure any default of the Indenture Trustee caused by the
Indenture Trustee's failure to make such Advance. The making of such Advance by
the Indenture Trustee or the Fiscal Agent shall not cure any default caused by
the Master Servicer's failure to make such Advance.
Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Issuer to enter into, renew or extend any
New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from
Real Property;
(ii) permit any amount to be received or accrued under any
New Lease other than amounts that will constitute Rents from Real
Property;
(iii) authorize or permit any construction on any REO
Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such
building or other improvement was completed before default on the
related Mortgage Loan became imminent, all within the meaning of
Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate, or allow any other Person, other
than an Independent Contractor, to Directly Operate, any REO Property
on any date more than 90 days after its acquisition;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer or the Issuer)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 856(e) of the
Code at any time that it is held by the Issuer, in which case the Special
Servicer may take such actions as are specified in such Opinion of Counsel.
(d) The Special Servicer shall contract with an Independent
Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, 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 Issuer) shall be reasonable and customary taking
into consideration the nature and locality of the Mortgaged 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 and (B) remit all related revenues
collected (net of its fees and such costs and expenses) to the Special
Servicer upon receipt;
(iv) none of the provisions of this Section 6.04(d)
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 Servicing Agreement shall be
deemed to limit or modify such indemnification.
Section 6.05 Sale of REO Property and Specially
Serviced Mortgage Loans.
Subject to terms of the related Asset Strategy Report, to the
extent the conditions, procedures or requirements set forth therein are more
restrictive or exacting than those set forth below, each Special Servicer agrees
as follows:
(a) The Special Servicer may offer to sell to any Person any
Defaulted Mortgage Loan or any REO Property, if and when the Special Servicer
determines, consistent with Accepted Special Servicing Practices that such a
sale would be in the best economic interests of the Bondholders. The Special
Servicer shall give the Indenture Trustee and the Master Servicer not less than
five (5) Business Days' prior written notice of the Purchase Price and its
intention to (i) purchase any Defaulted Mortgage Loan or REO Property at the
Purchase Price therefor, or (ii) sell any Defaulted Mortgage Loan or REO
Property, in which case the Special Servicer shall accept the highest offer
received from any Person for any Defaulted Mortgage Loan or any REO Property in
an amount at least equal to the Purchase Price therefor. The Special Servicer
may purchase a Defaulted Loan at the Purchase Price if it has received no offer
(of at least three offers) at least equal to the Purchase Price.
In the absence of any such offer, the Special Servicer shall
accept the highest offer received from any Person that is determined by the
Special Servicer to be a fair price for such Defaulted Mortgage Loan or REO
Property, if the highest offeror is a Person other than the Special Servicer or
an Affiliate thereof, or if such price is determined to be such a price by the
Indenture Trustee, if the highest offeror is the Special Servicer or an
Affiliate thereof. Notwithstanding anything to the contrary herein, neither the
Indenture Trustee nor the Fiscal Agent, each in its individual capacity, nor any
of its Affiliates may make an offer for or purchase any Defaulted Mortgage Loan
or any REO Property pursuant hereto.
The Special Servicer shall not be obligated by either of the
foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with Accepted Special Servicing Practices,
that rejection of such offer would be in the best interests of the Bondholders.
In addition, the Special Servicer may accept a lower offer if it determines, in
accordance with Accepted Special Servicing Practices, that acceptance of such
offer would be in the best interests of the Bondholders (for example, if the
prospective buyer making the lower offer is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower
offer are more favorable) except that the offeror shall not be the Special
Servicer or an Affiliate thereof.
(b) In determining whether any offer received from an
Interested Person represents a fair price for any Defaulted Mortgage Loan or any
REO Property, the Indenture Trustee and the Special Servicer may conclusively
rely on the opinion of an Independent appraiser or other Independent expert in
real estate matters retained by the Indenture Trustee or the Special Servicer,
as applicable, at the expense of the Issuer. In determining whether any offer
constitutes a fair price for any Defaulted Mortgage Loan or any REO Property,
the Special Servicer or the Indenture Trustee (or, if applicable, such
appraiser) shall take into account, and any appraiser or other expert in real
estate matters shall be instructed to take into account, as applicable, 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 and the state of the local economy.
(c) Subject to Accepted Special Servicing Practices, the
Special Servicer shall act on behalf of the Issuer 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 any
REO Property shall be without recourse to, or representation or warranty by, the
Indenture Trustee, the Fiscal Agent, the Issuer, the Mortgage Loan Seller, any
Servicer, or the Issuer (except that any contract of sale and assignment and
conveyance documents may contain customary warranties of title, so long as the
only recourse for breach thereof is to the Issuer) and, if consummated in
accordance with the terms of this Servicing Agreement, none of the Servicers,
the Issuer, the Mortgage Loan Seller, the Fiscal Agent, nor the Indenture
Trustee shall have any liability to the Issuer or any Bondholder with respect to
the purchase price therefor accepted by the Special Servicer or the Indenture
Trustee.
(d) The proceeds of any sale after deduction of the expenses
of such sale incurred in connection therewith shall be promptly deposited into
the Collection Account.
Section 6.06 REO Account; Collection of REO
Proceeds.
(a) The Special Servicer shall establish or cause to be
established, and hereby agrees to maintain or cause to be maintained for the
duration of this Servicing Agreement for each REO Mortgage Loan, an REO Account
into which all related REO Proceeds shall be deposited as and when received.
Each of the Special Servicer's REO Accounts shall be an Eligible Account. The
Special Servicer shall keep and maintain separate records, on an REO
Property-by-REO Property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 6.08(c).
(b) All funds deposited by the Special Servicer in any REO
Account maintained hereunder shall be held for the benefit of the Bondholders
until disbursed or withdrawn in accordance herewith. Funds in such REO Account
shall not be commingled with any other moneys. The Special Servicer shall,
within five (5) Business Days of the establishment thereof, notify the Master
Servicer and the Indenture Trustee in writing of the location and the account
number of the REO Account established by the Special Servicer for the Mortgage
Loans and shall give the Indenture Trustee and the Master Servicer written
notice of any change of such location or account number on or prior to the date
of such change.
(c) Funds in an REO Account may be invested by, at the risk
of, and for the benefit of, the Special Servicer in Permitted Investments which
shall not be sold or disposed of prior to maturity. All such Permitted
Investments shall be registered in the name of the Special Servicer (in its
capacity as such and for the benefit of the Bondholders) or its nominee. All
income therefrom shall be the property of the Special Servicer. In addition, if
the amounts in any REO Account are invested for the benefit of the Special
Servicer, the Special Servicer shall deposit on each Determination Date into
such REO Account out of its own funds an amount representing any net losses
realized on the Permitted Investments with respect to funds in such REO Account
for such Collection Period.
(d) The Special Servicer shall deposit or cause to be
deposited any REO Proceeds into the applicable REO Account within one (1)
Business Day after receipt. The Special Servicer shall withdraw therefrom funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property. By 1:00 p.m. New York time, one (1) Business
Day after each Determination Date, the Special Servicer shall remit to the
Master Servicer for deposit into the Collection Account on a monthly basis prior
to the related Remittance Date the REO Proceeds collected with respect to the
related REO Property, net of withdrawals made by the Special Servicer pursuant
to this Section 6.06(d); provided, that for the purpose of determining the
amount of any such remittance, the Special Servicer may retain in such REO
Account, in accordance with Accepted Special Servicing Practices, such portion
of such balance as may be necessary to maintain a reasonable reserve for
Property Protection Expenses.
(e) Except as expressly permitted or required hereunder, the
Special Servicer shall not sell, transfer or assign to any Person any interest
(including any security interest) in amounts credited or to be credited to any
REO Account or take any action towards that end, and shall maintain such amounts
free of all liens, claims and encumbrances of any nature.
Section 6.07 Remittances to Master Servicer.
Any collections received by the Special Servicer in respect of
a Mortgage Loan, other than REO Proceeds, shall be remitted to the Master
Servicer within one (1) Business Day of receipt for deposit into the Collection
Account established and maintained by the Master Servicer for the duration of
this Servicing Agreement pursuant to Section 4.02 of this Servicing Agreement.
Section 6.08 Specially Serviced Mortgage Loan
Status Reports and Other Reports.
(a) The Special Servicer shall prepare, or cause to be
prepared, and deliver to the Master Servicer, the Indenture Trustee and the
Rating Agencies, via facsimile (with a hard copy sent on the same day by
first-class mail and in electronic format reasonably acceptable to the Master
Servicer, the Rating Agencies and the Indenture Trustee and consistent with
Accepted Special Servicing Practices) not later than the first (1st) Business
Day after each Determination Date, a copy of a Specially Serviced Mortgage Loan
and REO Property status report in a form agreed to by and acceptable to the
Master Servicer and the Indenture Trustee (the "Specially Serviced Mortgage Loan
Status Report"), with respect to each Specially Serviced Mortgage Loan and REO
Mortgage Loan, respectively. In addition, upon the occurrence of an Appraisal
Reduction Event or Liquidation Event from which an Appraisal Reduction Amount or
Realized Loss has resulted, the Special Servicer shall prepare, or cause to be
prepared, and deliver to the Master Servicer, the Indenture Trustee and each
Rating Agency, via facsimile (with a hard copy sent on the same day by
first-class mail or in electronic format reasonably acceptable to the Master
Servicer and consistent with Accepted Special Servicing Practices) not later
than the first (1st) Business Day after each Determination Date, an Officers'
Certificate setting forth (i) the event which gave rise to such Appraisal
Reduction Amount or Realized Loss and (ii) the amount of such Appraisal
Reduction Amount or Realized Loss.
(b) On or prior to the twentieth (20th) day of each calendar
month the Special Servicer shall validate and deliver to the Master Servicer a
copy of the bank statement for the prior calendar month related to each REO
Account and an REO Account reconciliation report in the form mutually agreed to
by the Master Servicer and Indenture Trustee showing for the preceding calendar
month (or since the related Servicing Transfer Date, in the case of the first of
such reports), the aggregate of deposits into and withdrawals from such funds or
accounts in accordance with this Servicing Agreement.
(c) When and as necessary, the Special Servicer shall send to
the Indenture Trustee and the Master Servicer a statement prepared by the
Special Servicer setting forth the amount of net income or net loss, as
determined for federal income tax purposes, resulting from the operation and
management of a trade or business on, the furnishing or rendering of a
non-customary service to the tenants of, or the receipt of any other amount not
constituting Rents from Real Property in respect of, any REO Property in
accordance with Section 6.04(c).
(d) The Special Servicer shall report to the IRS and the
related Mortgagor, in the manner required by applicable Law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed and the Special Servicer shall report, via IRS Form 1099C, all
forgiveness of indebtedness. The Special Servicer shall deliver a copy of any
such report to the Indenture Trustee.
(e) Upon prior request of a Rating Agency or written request
of the Master Servicer, the Indenture Trustee or the Issuer, the Special
Servicer shall prepare such other reports as may be reasonably requested in
writing thereby. The Special Servicer shall be entitled to charge a reasonable
fee reflecting the internal and external costs to the Special Servicer of
preparing such other reports (except that no charges will be assessed for costs
of such reports requested by a Rating Agency) and such fee shall be an expense
of the Special Servicer relating to managing a REO Property.
Section 6.09 Environmental Considerations.
(a) The Special Servicer shall not obtain title for the Issuer
to a Mortgaged Property as a result or in lieu of foreclosure or otherwise, nor
shall the Special Servicer otherwise acquire possession of, or take other action
with respect to, any Mortgaged Property, if, as a result of any such action, the
Issuer, the Owner Trustee, the Indenture Trustee, the Master Servicer, the
Special Servicer or the Bondholders 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 the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any applicable comparable federal, state or local Law, or a "discharger" or
"responsible party" thereunder, unless the Special Servicer has also previously
determined, in accordance with Accepted Special Servicing Practices, based on a
"Phase I", and, if applicable, a "Phase II" environmental site assessment report
(which report will be paid as an expense of the Issuer) prepared by a Person who
regularly conducts environmental audits as determined by such Special Servicer
in a manner consistent with Accepted Special Servicing Practices, that:
(i) such Mortgaged Property is in compliance with
applicable Environmental Laws or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith
is reasonably likely to produce a greater recovery on a net present
value basis, after taking into account any risks associated therewith,
than not taking such actions; and
(ii) there are no circumstances present on such Mortgaged
Property relating to the use, management, storage or disposal of any
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
Environmental Law, or that, if any such Hazardous Materials are present
for which such action could be required, taking such actions with
respect to the affected Mortgaged Property is reasonably likely to
produce a greater recovery on a net present value basis, after taking
into account any risks associated therewith, than not taking such
actions.
(b) If the Special Servicer determines, pursuant to subsection
(a) above, that taking such actions as are necessary to bring any such Mortgaged
Property into compliance with applicable Environmental Laws, or taking such
actions with respect to the containment, clean-up, removal or remediation of
Hazardous Materials affecting any such Mortgaged Property, is not reasonably
likely to produce a greater recovery on a net present value basis, after taking
into account any risks associated therewith, than not taking such actions, the
Special Servicer shall notify the Directing Bondholder, Indenture Trustee and
the Master Servicer of such determination and recommend such action as it deems
in good faith to be in the best economic interests of the Bondholders. If within
ten (10) Business Days of receiving such recommendation, the Directing
Bondholder does not disapprove such recommendation in writing the Special
Servicer shall implement the recommended action. If the Directing Bondholder
disapproves such recommendation, the Special Servicer will revise such
recommendation and deliver to the Indenture Trustee, the Directing Bondholder
and the Master Servicer a new recommendation as soon as practicable. The Special
Servicer shall revise such recommendation as described above in this Section
6.09(b) until the Directing Bondholder shall fail to disapprove such revised
recommendation in writing within ten (10) Business Days of receiving such
revised recommendation. 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 it has recommended before the
expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interest of the Bondholders and it has made a reasonable
effort to contact the Directing Bondholder and (ii) in any case, shall determine
whether such disapproval is not in the best interest of all the Bondholders
pursuant to Accepted Special Servicing Practices. Upon making such
determination, the Special Servicer shall either implement its recommendations
or notify the Indenture Trustee of such rejection and deliver to the Indenture
Trustee a proposed notice to Bondholders, which shall include the Special
Servicer's recommendation, and the Indenture Trustee shall send such notice to
all Bondholders (or, to the extent known to the Indenture Trustee, Bond Owners).
If the majority of such Bondholders (including Bond Owners), as determined by
Bond Balance, fail within five (5) Business Days of the Indenture Trustee's
sending such notice to reject such recommendation, the Special Servicer shall
implement the same. If such recommendation is rejected by a majority of the
Bondholders (by Bond Balance), the Special Servicer shall not take any action so
recommended.
(c) Notwithstanding the foregoing, the Special Servicer shall
not take any action pursuant to this Section 6.09 except in connection with the
implementation of an Asset Strategy Report pursuant to Section 6.03(c).
Section 6.10 Corrected Mortgage Loans.
(a) Upon determining that a Specially Serviced Mortgage Loan
(other than an REO Mortgage Loan) has become a Corrected Mortgage Loan (taking
into account any grace periods permitted by the terms of the related Mortgage
Loan Documents and provided no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer, and that no
other Servicing Transfer Event is continuing with respect thereto, the Special
Servicer shall immediately give notice thereof, to the Master Servicer and the
Indenture Trustee.
(b) Unless the Master Servicer and the Special Servicer with
respect to a Mortgage Loan are the same Person, not later than two (2) Business
Days after notice has been given pursuant to subsection (a) above, the Special
Servicer shall send a letter by first class mail, with a copy to the Master
Servicer, notifying the related Mortgagor that such Mortgage Loan has ceased
being a Specially Serviced Mortgage Loan and instructing such Mortgagor to
direct all future notices and communications to the Master Servicer.
(c) In the event that a Specially Serviced Mortgage Loan
ceases to be such pursuant to this Section 6.10, not later than five (5)
Business Days after notice has been given in (a) above, the Special Servicer
shall use its best efforts to provide the Master Servicer with copies of all
information, documents and records (including records stored electronically on
computer tapes, magnetic disks and the like) in its possession relating to such
Mortgage Loan. Upon receipt of such notice and all information, documents and
records by the Master Servicer pursuant to this Section 6.10, such Corrected
Mortgage Loan shall cease to be a Specially Serviced Mortgage Loan, the Special
Servicer's obligation to service such Mortgage Loan shall terminate, and all
duties and obligations of the Master Servicer with respect to such Mortgage Loan
to the extent set forth herein previously undertaken by the Special Servicer
shall be resumed by the Master Servicer.
Section 6.11 Removal of Special Servicer.
The Special Servicer may be removed without cause at any time
by the Directing Bondholder. Such determination shall be evidenced by written
notice to the Indenture Trustee and each Servicer from the Directing Bondholder.
The Special Servicer shall not be removed until a successor shall have been
appointed and shall be in the position to assume such obligations hereunder. The
Special Servicer shall cooperate in good faith with the successor Special
Servicer to minimize the number and severity of disruptions to the servicing of
the Specially Serviced Mortgage Loans as a result of such removal. No successor
Special Servicer shall be appointed until the Indenture Trustee receives written
confirmation from each of the Rating Agencies that such appointment will not
result in an Adverse Rating Event.
Section 6.12 Special Servicer Compensation.
The Special Servicer shall be entitled to reasonable
compensation for services rendered by it hereunder, payable on each Remittance
Date from amounts in the Collection Account, in an amount equal to the Special
Servicing Fee, with respect to each Specially Serviced Mortgage Loan. The
Special Servicer will also be entitled to receive, in addition to the Special
Servicing Fee, the Disposition Fee with respect to any Specially Serviced
Mortgage Loan or REO Property that is sold, transferred or otherwise liquidated.
The Special Servicer will also be entitled to retain as additional servicing
compensation (i) all investment income earned on amounts on deposit in any REO
Account, (ii) all additional servicing compensation in the form of a Workout Fee
with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
loan again becomes a Specially Serviced Mortgage Loan; provided that a new
Workout Fee will become payable if and when such Mortgage Loan again becomes a
Corrected Mortgage Loan. If the Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees
payable with respect to Mortgage Loans that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were Corrected Mortgage
Loans at the time of such termination (and the successor Special Servicer shall
not be entitled to any portion of such Workout Fees), in each case until the
Workout Fee for any such Mortgage Loan ceases to be payable in accordance with
the terms hereof, and all late payment charges (to the extent not used to pay
interest on Advances), late fees (to the extent not used to pay interest on
Advances) and fees relating to assumptions, substitutions, modifications,
extensions, and like actions collected with respect to the Specially Serviced
Mortgage Loans (other than NSF check charges and default interest to the extent
not used to pay interest on Advances).
Section 6.13 Appraisal Reduction Estimate,
Special Servicer's Appraisal
Reduction Estimate and MAI
Appraisal.
If no MAI Appraisal of a Mortgaged Property has been obtained
within twelve (12) months prior to the first Payment Date on or after which an
Appraisal Reduction Event has occurred with respect to the related Mortgage
Loan, the Special Servicer shall prepare a Special Servicer's Appraisal
Reduction Estimate with respect to such Mortgaged Property, which shall be used
to determine the Appraisal Reduction Amount with respect to the related Mortgage
Loan. Within sixty (60) days after the Special Servicer receives notice or is
otherwise aware of an Appraisal Reduction Event, and provided that no MAI
Appraisal less than twelve (12) months old exists with respect to the Mortgaged
Property securing the Mortgage Loan with respect to which the Appraisal
Reduction Event occurred, the Special Servicer shall obtain a MAI Appraisal of
such Mortgaged Property, the cost of which shall be paid by the Master Servicer
as a Property Protection Advance. On the first Payment Date occurring on or
after the delivery of such MAI Appraisal, the Special Servicer shall adjust the
related Appraisal Reduction Amount to take into account the conclusions of such
MAI Appraisal (regardless of whether the MAI Appraisal is higher or lower than
the Special Servicer's Appraisal Reduction Estimate). Annual updates of such MAI
Appraisal will be obtained during the continuance of an Appraisal Reduction
Event within thirty (30) days of the anniversary of the related Appraisal
Reduction Event, and the related Appraisal Reduction Amount shall be adjusted
accordingly. The cost of such annual updated MAI Appraisals shall be paid by the
Master Servicer as a Property Protection Advance. Upon payment in full or
liquidation of any Mortgage Loan for which an Appraisal Reduction Amount has
been determined, the related Appraisal Reduction Amount shall be eliminated.
ARTICLE VII
OBLIGATIONS OF THE INDENTURE TRUSTEE AND
THE FISCAL AGENT; REPORTS
Section 7.01 [Reserved].
Section 7.02 Distribution of Reports to the
Indenture Trustee and the Issuer;
Advances.
(a) Three (3) Business Days prior to each Payment Date, the
Master Servicer shall furnish a written statement to each of the Rating Agencies
(provided, that such statement shall not be required to be delivered in written
form to the Rating Agencies if the Master Servicer has provided the Rating
Agencies access to such statements through its website at www.bomcm.com) and the
Indenture Trustee (and an electronic data file reasonably satisfactory to the
Master Servicer and the Indenture Trustee) setting forth the amounts available
for deposit into the Payment Account, and the amounts of any Advances required
to be made by the Master Servicer in connection with the related Payment Date.
The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes
hereunder, and the Indenture Trustee shall be protected in relying upon the same
without any independent check or verification. The Indenture Trustee shall have
no responsibility for reviewing or confirming any decision made with respect to
an Advance by the Master Servicer. The Master Servicer shall promptly upon
request provide to the Indenture Trustee such information as the Master Servicer
may have to substantiate its determination of the need for an Advance.
(b) The Indenture Trustee shall notify the Master Servicer by
telephone if as of 3:00 P.M. New York City time on any Remittance Date, the
Indenture Trustee has not received the full amount of any P&I Advance required
to be made pursuant to Section 4.05 of this Servicing Agreement. If as of 5:00
P.M., New York City time, on any Remittance Date, the Master Servicer shall not
have made the P&I Advance required to have been made pursuant to Section 4.05 of
this Servicing Agreement, the Indenture Trustee shall immediately notify the
Fiscal Agent by telephone (and promptly confirm such notice in writing
transmitted via telecopier), and the Indenture Trustee shall no later than 1:00
P.M., New York City time, on the related Payment Date, deposit into the Payment
Account in immediately available funds an amount equal to any required P&I
Advances not made by the Master Servicer. If the Indenture Trustee fails to make
any P&I Advance required to be made under Section 4.05 of this Servicing
Agreement by the time required to do so, the Fiscal Agent shall make such P&I
Advance not later than 2:00 P.M. New York City time, on such Payment Date. The
making of such Advance by the Fiscal Agent will cure any default of the
Indenture Trustee caused by the Indenture Trustee's failure to make such
Advance. The making of such Advance by the Indenture Trustee or the Fiscal Agent
shall not cure any default caused by the Master Servicer's failure to make such
Advance. Notwithstanding anything in this Section 7.02 to the contrary, neither
the Indenture Trustee nor the Fiscal Agent shall be required to make Non
recoverable Advances.
The Indenture Trustee shall deposit all funds it receives from
the Master Servicer as a P&I Advance pursuant to this Section 7.02 into the
Payment Account.
(c) The Master Servicer shall notify the Indenture Trustee and
the Fiscal Agent in writing promptly upon, and in any event within one (1)
Business Day after, becoming aware that it will be unable to make any Property
Protection Advance (other than a Nonrecoverable Advance) required to be made
pursuant to the terms of this Servicing Agreement, and in connection therewith,
shall set forth in such notice the amount of such Property Protection Advance,
the Person to whom it should be paid, and the circumstances and purpose of such
Property Protection Advance, and shall set forth therein information and
instructions for the payment of such Property Protection Advance, and, on the
date specified in such notice for the payment of such Property Protection
Advance, or, if the date for payment has passed or if no such date is specified,
then within five (5) Business Days following its receipt of such notice, the
Indenture Trustee shall pay the amount of such Property Protection Advance in
accordance with such information and instructions. If the Indenture Trustee
fails to make any Property Protection Advance required to be made under this
Section 7.02(c), the Fiscal Agent, shall make such Advance on the same day the
Indenture Trustee was required to make such Property Protection Advance. The
making of such Advance by the Fiscal Agent shall cure any default of the
Indenture Trustee caused by the Indenture Trustee's failure to make such
Advance. The making of such Advance by the Indenture Trustee or the Fiscal Agent
shall not cure any default caused by the Master Servicer's failure to make such
Advance.
(d) Notwithstanding anything herein to the contrary, the
Indenture Trustee and the Fiscal Agent shall not be required to make a
Nonrecoverable Advance, and shall not be required to make a P&I Advance with
respect to a Balloon Payment. The Indenture Trustee (or the Fiscal Agent, as
applicable) shall be entitled to interest on any Advance made with respect to a
Mortgage Loan. Such interest shall accrue at the Advance Rate from the date on
which such Advance was made to and including any Business Day on which the
Indenture Trustee or Fiscal Agent is reimbursed for such Advance pursuant to
this Agreement. Notwithstanding any other provisions contained herein to the
contrary, the Fiscal Agent and then the Indenture Trustee shall be reimbursed
for any Advances, together with interest thereon at the Advance Rate, prior to
the reimbursement of the Servicers for Advances.
Section 7.03 The Fiscal Agent.
(a) The Indenture Trustee hereby appoints the Fiscal Agent as
the initial fiscal agent hereunder for the purposes of exercising and performing
the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal
Agent undertakes only to make Advances as specifically set forth hereunder.
(b) No provision of this Servicing Agreement shall be
construed to relieve the Fiscal Agent from liability for its own negligence, bad
faith, 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 this
Servicing Agreement, 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 Servicing 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 Mortgage Loan Seller, the Issuer, the Depositor, the Owner
Trustee, the Master Servicer, the Special Servicer or the Indenture Trustee and
which on their face do not contradict the requirements of this Servicing
Agreement, and (ii) the Fiscal Agent shall not be liable for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers,
unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
(c) The Fiscal Agent hereby represents and warrants to the
Issuer, the Master Servicer and the Special Servicer and for the benefit of the
Bondholders, as of the Closing Date, that:
(i) The Fiscal Agent is a foreign banking corporation, duly
organized, validly existing and in good standing under the Laws
governing its creation;
(ii) The execution and delivery of this Indenture and the
Servicing Agreement by the Fiscal Agent, and the performance and
compliance with the terms of the Indenture or the Servicing Agreement
by the Fiscal Agent, will not violate the Fiscal Agent's charter and
by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it
is a party or which is applicable to it or any of its assets;
(iii) The Fiscal Agent has the full power and authority to
enter into and consummate all transactions contemplated by this
Indenture and the Servicing Agreement, and has duly authorized the
execution, delivery and performance of this Servicing Agreement and has
duly executed and delivered this Servicing Agreement;
(iv) This Servicing Agreement, assuming due authorization,
execution and delivery by each of the other parties hereto, constitute
valid, legal and binding obligations of the Fiscal Agent, enforceable
against the Fiscal Agent in accordance with the terms hereof and
thereof, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium and other Laws affecting the enforcement of
creditors' rights generally and the rights of creditors of foreign
banking corporations specifically and (b) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at Law;
(v) The Fiscal Agent is not in violation of, and its
execution and delivery of this Servicing Agreement and its performance
and compliance with the terms of this Servicing Agreement will not
constitute a violation of, any Law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or
local governmental or regulatory authority, which violation, in the
Fiscal Agent's good faith and reasonable judgment, is likely to affect
materially and adversely the ability of the Fiscal Agent to perform its
obligations under this Servicing Agreement;
(vi) No litigation is pending or, to the best of the Fiscal
Agent's knowledge, threatened against the Fiscal Agent which would
prohibit the Fiscal Agent from entering into this Servicing Agreement,
or, in the Fiscal Agent's good faith and reasonable judgment, is likely
to materially and adversely affect the ability of the Fiscal Agent to
perform its obligations under this Servicing Agreement; and
(vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Fiscal Agent, or compliance by the
Fiscal Agent with, this Servicing Agreement or the consummation of the
transactions, with respect to the Fiscal Agent, contemplated by this
Servicing Agreement, except for any consent, approval, authorization or
order which has not been obtained or cannot be obtained prior to the
actual performance by the Fiscal Agent of its obligations under this
Servicing Agreement, and which, if not obtained would not have a
materially adverse effect on the ability of the Fiscal Agent to perform
its obligations hereunder.
ARTICLE VIII
THE ISSUER
Section 8.01 Liability of the Issuer.
The Issuer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the Issuer
herein.
Section 8.02 Limitation on Liability of the
Issuer and Others.
Neither the Issuer nor any of its directors, officers,
trustees, managers, members, employees or agents shall be under any liability to
the Bondholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Servicing Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Issuer or
any such Person against any breach of warranties or representations made herein,
or against any liability which would otherwise be imposed by reason of
misfeasance, bad faith or gross negligence in the performance of duties. The
Issuer and any director, officer, trustees, manager, member, employee or agent
thereof may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Issuer shall not be under any obligation to appear in, prosecute
or defend any legal claim or action unless such action is related to its
respective duties under this Servicing Agreement and in its opinion does not
involve it in any expense or liability.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
"Servicer Event of Default", wherever used herein, means with
respect to any Servicer any one of the following events:
(i) with respect to the Master Servicer, failure to deposit
in the Collection Account when due or remit when due to the Indenture
Trustee for deposit into the Payment Account any amount required to be
deposited, advanced or remitted under the terms of this Servicing
Agreement (whether or not the Indenture Trustee or the Fiscal Agent
makes an Advance); with respect to the Special Servicer, failure to
remit to the Master Servicer, as required hereunder, any amount
required to be advanced or remitted under the terms of this Servicing
Agreement within one (1) Business Day of the date required pursuant to
the terms of this Servicing Agreement; in the event the Indenture
Trustee or the Fiscal Agent makes a required Advance (which is not a
Nonrecoverable Advance), such Servicer Event of Default shall occur
immediately upon the making of such Advance by the Indenture Trustee or
the Fiscal Agent; or
(ii) any failure on the part of such Servicer duly to
observe or perform in any respect any other of the covenants or
agreements on the part of such Servicer contained in this Servicing
Agreement which materially and adversely affects the interests of the
Bondholders and which continues unremedied for a period of thirty (30)
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to such Servicer by the
Issuer or the Indenture Trustee, or to such Servicer (with a copy to
the Issuer, the Indenture Trustee, and the other Servicer) by the
Holders of Bonds entitled to at least 25% of the Voting Rights of any
Class affected thereby; or
(iii) any breach of the representations and warranties
contained in Section 2.03(b) which materially and adversely affects the
interests of the Bondholders and which continues unremedied for a
period of thirty (30) days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to
such Servicer by the Issuer or the Indenture Trustee or to such
Servicer (with a copy to the Issuer, the Indenture Trustee and the
other Servicer) by the Holders of Bonds entitled to at least 25% of the
Voting Rights of any Class affected thereby; or
(iv) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar Law or appointing a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against such
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of sixty (60) days; or
(v) such Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, such Servicer of, or relating to, all or
substantially all of the property of such Servicer; or
(vi) such Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vii) if at any time such Servicer is not an "approved
servicer" as determined by the Rating Agencies or any notice from DCR
with respect to such Servicer that if such Servicer were to remain in
such capacity, a qualification, withdrawal or downgrade of any rating
on the Bonds would result.
In each and every such case, so long as a Servicer Event of
Default shall not have been remedied, the Indenture Trustee may, and at the
written direction of the Holders of Bonds entitled to at least 25% of all of the
Voting Rights, the Indenture Trustee shall, by notice in writing to such
Servicer, with a copy of such notice to the Issuer, subject to Section 13.09,
terminate all of the rights and obligations of such Servicer as such Servicer
under this Servicing Agreement and in and to the Mortgage Loans and the proceeds
thereof. From and after the receipt by such Servicer of such written notice, all
authority and power of such Servicer under this Servicing Agreement shall pass
to and be vested in the Master Servicer (or, if such Servicer is the Master
Servicer, the Indenture Trustee) pursuant to and under this Section, and,
without limitation, the Master Servicer or the Indenture Trustee as the case may
be, is hereby authorized and empowered to execute and deliver, on behalf of and
at the expense of the such Servicer, 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. Each Servicer agrees
promptly (and in any event no later than ten (10) Business Days subsequent to
such notice) to provide the Indenture Trustee or another successor Servicer
designated by the Indenture Trustee with all documents and records requested by
it to enable it to assume such Servicer's functions hereunder, and to cooperate
with the Indenture Trustee in effecting the termination of such Servicer's
responsibilities and rights. Any cost or expenses, including costs and expenses
incurred by the Indenture Trustee, in connection with any actions to be taken by
a Servicer that is being terminated pursuant to this Section 9.01 shall be borne
by the Servicer that is being terminated and to the extent not paid by the
Servicer that is being terminated, such expense shall be borne by the Issuer and
shall not be an expense of any successor Servicer. For purposes of this Section
9.01, the Indenture Trustee shall not be deemed to have knowledge of an Event of
Default unless a Responsible Officer of the Indenture Trustee has actual
knowledge thereof, or unless notice of any event which is in fact such an Event
of Default is received by a Responsible Officer of the Indenture Trustee and
such notice references the Bonds, the Issuer or this Servicing Agreement.
Section 9.02 Indenture Trustee to Act;
Appointment of Successor.
On and after the time a Servicer receives a notice of
termination pursuant to Section 9.01, the Master Servicer (or if such Servicer
is the Master Servicer, the Indenture Trustee) shall be the successor in all
respects to such Servicer under this Servicing Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto and arising thereafter
placed on such Servicer by the terms and provisions hereof; provided, however,
that the appointment of such successor Servicer shall not result in an Adverse
Rating Event as confirmed in writing by the Rating Agencies; provided, further,
that any failure to perform such duties or responsibilities caused by such
terminated Servicer's failure to provide information or monies required by this
Servicing Agreement shall not be considered a default by the successor Servicer
hereunder. The successor Servicer shall not be liable for any of the
representations and warranties of such terminated Servicer or for any losses
incurred by such terminated Servicer hereunder nor shall the successor Servicer
be required to purchase any Mortgage Loan hereunder. As compensation therefor,
the successor Servicer shall be entitled to the same servicing fees and all
funds relating to the Mortgage Loans which such terminated Servicer would have
been entitled to if such terminated Servicer had continued to act hereunder.
Notwithstanding the above, the successor Servicer may, if it shall be unwilling
to so act, or shall, if it is unable to so act, or if the Holders of Bonds
entitled to at least 25% of all of the Voting Rights so request in writing to
the Indenture Trustee, provided no direction inconsistent with the following has
been given to the Indenture Trustee during a sixty (60) day period following
such request by Holders of Bonds representing at least 25% of the Voting Rights
of such Bonds, shall promptly appoint, or petition a court of competent
jurisdiction for the appointment of, a loan servicing institution with (a) a net
worth at the time of such appointment of at least $15,000,000 and (b) whose
appointment will not result in an Adverse Rating Event by any Rating Agency as
confirmed in writing, to act as a successor to such Servicer pursuant to Section
13.09 of this Servicing Agreement. Pending appointment of a successor to such
terminated Servicer hereunder, the Master Servicer or the Indenture Trustee, as
applicable, shall act in such capacity as herein above provided. The Indenture
Trustee and any such successor may agree upon the servicing compensation to be
paid, which in no event may be greater than the compensation payable to the
applicable Servicer under this Servicing Agreement.
Section 9.03 Notification to Bondholders.
(a) Upon any such termination pursuant to Section 9.01 above,
any appointment of a successor to the Master Servicer pursuant to Section 9.02,
or any appointment of a successor Special Servicer pursuant to Section 13.09,
the Indenture Trustee shall give prompt written notice thereof to Bondholders
and each Rating Agency at their respective addresses appearing in the Bond
Register.
(b) Not later than five (5) Business Days after a Responsible
Officer of the Indenture Trustee becomes aware of any event which constitutes
or, with notice or lapse of time or both, would constitute a Servicer Event of
Default, the Indenture Trustee shall transmit by mail to the Issuer and all
Bondholders notice of such occurrence, unless such default shall have been cured
or waived.
Section 9.04 Waiver of Servicer Events of
Default.
The Holders representing at least 66-2/3% of the Voting Rights
(exclusive of any Bonds owned by either the Servicer or an Affiliate thereof)
evidenced by all Classes of Bonds affected by any Servicer Event of Default
hereunder may waive such Servicer Event of Default; provided, however, that a
Servicer Event of Default under clause (i) or clause (vii) of Section 9.01 may
be waived only by all of the Bondholders. Upon any such waiver of a Servicer
Event of Default, and payment to the Indenture Trustee of all costs and expenses
the Indenture Trustee incurred in connection with such Servicer Event of Default
prior to such waiver, such Servicer Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder, except that
no Servicer Event of Default under Section 9.01(i) and (vii) shall be deemed so
waived or cured unless and until the Indenture Trustee and the Fiscal Agent has
been reimbursed in full for all Advances, together with interest thereon at the
Advance Rate, which it may have made hereunder. The Indenture Trustee shall be
entitled to reimbursement from the Issuer for any costs and expenses incurred by
the Indenture Trustee or successor Servicer in connection with assuming the
duties of a Servicer following the occurrence of a Servicer Event of Default if
following the termination of such Servicer pursuant to this Servicing Agreement,
the Bondholders elect to waive such Servicer Event of Default and reinstate the
terminated Servicer. No such waiver shall extend to any subsequent or other
Servicer Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Servicing Agreement, for purposes of waiving any Servicer Event of Default
pursuant to this Section 9.04, Bonds registered in the name of the Issuer or any
Affiliate of the Issuer shall be entitled to Voting Rights with respect to the
matters described above.
Section 9.05 Additional Remedies of Indenture
Trustee Upon a Servicer Event of
Default.
During the continuance of any Servicer Event of Default, so
long as such Servicer Event of Default shall not have been remedied, the
Indenture Trustee, in addition to the rights specified in Sections 9.01 and
9.02, shall have the right, in its own name and as trustee of an express trust,
to take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Bondholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Servicing Agreement, no remedy provided for
by this Servicing Agreement shall be exclusive of any other remedy, and each and
every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Servicer Event of Default.
ARTICLE X
RESERVED
ARTICLE XI
MONITORING BONDHOLDER; DIRECTING BONDHOLDER
Section 11.01 Monitoring Bondholders and
Directing Bondholder.
(a) Each Monitoring Bondholder is hereby deemed to have agreed
by virtue of its purchase of a Bond to provide its name and address to the
Indenture Trustee and to notify the Indenture Trustee of the transfer of any
Bond of a Monitoring Class, the selection of a Directing Bondholder or the
resignation or removal thereof. The Directing Bondholder is hereby deemed to
have agreed by virtue of its purchase of a Bond to notify the Indenture Trustee
when such Bondholder is appointed Directing Bondholder and when it is removed or
resigns. Notwithstanding any other provisions contained herein, the Indenture
Trustee shall be required to give any notice, direction or information with
respect to any Monitoring Bondholder or Directing Bondholder only to the extent
a Responsible Officer of the Indenture Trustee received the relevant
information, as set forth in this Section 11.01(a).
(b) Within thirty (30) days of the Closing Date, the Indenture
Trustee shall notify the Monitoring Bondholders that they may select a Directing
Bondholder for purposes of Sections 6.03 and 6.11 of this Servicing Agreement.
Such notice shall set forth the process established by the Indenture Trustee in
order to select a Directing Bondholder; provided, that, absent written notice by
such holder to the contrary, the holder of more than 50% of the Bonds held by
the Monitoring Bondholders shall be deemed to be the Directing Bondholder and
the Indenture Trustee may conclusively rely thereon.
(c) A "Monitoring Class" as of any time of determination shall
be the Class or Classes of Bonds which are the most subordinate Bonds
Outstanding with an aggregate Bond Principal Amount equal to at least 20% of the
initial Bond Principal Amount of such Class of Bonds (which Bond Principal
Amount will be reduced for this purpose by the amount of any Realized Losses or
Appraisal Reduction Amounts notionally allocated to such Class, if applicable).
(d) Once a Directing Bondholder has been selected pursuant to
clause (b) above, each of the Servicer, the Issuer, the Indenture Trustee and
each other Bondholder (or Bond Owner, if applicable) shall be entitled to rely
on such selection unless a majority of the Monitoring Bondholders, by Bond
Balance, or such Directing Bondholder shall have notified the Indenture Trustee
and each other Monitoring Bondholder, in writing, of the resignation of such
Directing Bondholder or the selection of a new Directing Bondholder. Upon the
resignation of a Directing Bondholder, the Indenture Trustee shall request the
Monitoring Bondholders to select a new Directing Bondholder.
(e) Within two (2) Business Days (or as soon thereafter as
practicable if Monitoring Bonds are held as Book-Entry Bonds) of receiving a
request from the Special Servicer pursuant to Section 6.03(a) the Indenture
Trustee shall deliver to the Special Servicer and the Master Servicer a list of
each Monitoring Bondholder and the Directing Bondholder including names and
addresses. In addition to the foregoing, within two (2) Business Days of
receiving notice of the selection of a new Directing Bondholder or the existence
of a new Monitoring Bondholder, the Indenture Trustee shall notify the Special
Servicer.
(f) If at any time a Book-Entry Bond belongs to a Monitoring
Class, the Indenture Trustee shall notify the related Bondholders (through the
Depository, unless the Indenture Trustee shall have been previously provided
with the name and address of the related Bond Owner) of such event and shall
request that it be informed of any change in the identity of the related Bond
Owner from time to time.
(g) Until it receives notice to the contrary each of the
Servicers and the Indenture Trustee shall be entitled to rely on the most recent
notification with respect to the identity of the Monitoring Bondholders and the
Directing Bondholder.
Section 11.02 Powers of Attorney.
The Indenture Trustee shall execute and deliver any powers of
attorney prepared and delivered to it by each Servicer pursuant to Sections
4.01(b) and 6.03(b). Each Servicer hereby agrees to indemnify and hold harmless
the Indenture Trustee for all liabilities, costs and expenses incurred by the
Indenture Trustee in connection with the negligent or willful misuse of any such
power of attorney by such Servicer.
ARTICLE XII
TERMINATION
Section 12.01 Termination Upon Liquidation of
All Mortgage Loans.
(a) The respective obligations and responsibilities under this
Servicing Agreement of the Issuer, the Master Servicer, the Special Servicer,
the Indenture Trustee and the Fiscal Agent shall terminate upon the earlier of
(i) payment to the Indenture Trustee of all amounts held by or on behalf of the
Master Servicer or Special Servicer and required hereunder to be so paid on the
first Remittance Date following the end of the calendar month in which occurs
the final payment or other liquidation of the last Mortgage Loan or REO Property
subject hereto and (ii) satisfaction and discharge of the Indenture and receipt
by each of the Fiscal Agent, the Indenture Trustee, the Master Servicer and the
Special Servicer of all amounts then payable or reimbursable thereto hereunder.
(b) Subject to the receipt thereby of all amounts then payable
or reimbursable thereto hereunder, each of the Master Servicer and the Special
Servicer acknowledges and agrees that, upon the satisfaction and discharge of
the Indenture as described in clause (ii) above, it shall promptly (and in any
event no later than ten (10) Business Days) following its receipt of notice of
such satisfaction and discharge from the Indenture Trustee provide the Issuer
with all documents and records in its possession and shall cooperate with the
Issuer or its designee in effecting the termination of the Master Servicer's or
Special Servicer's, as the case may be, responsibilities and rights with respect
to the Mortgage Loans, including, without limitation, the transfer within three
(3) Business Days to the Issuer of all cash amounts which shall at the time be
or should have been credited by the Master Servicer to the Collection Account or
by the Special Servicer to the REO Account or the Collection Account or
thereafter be received by or on behalf of it with respect to any Mortgage Loan
or REO Property. Any costs or expenses in connection with any actions to be
taken by the Master Servicer or Special Servicer pursuant to this paragraph
shall be borne by the Master Servicer or Special Servicer, as the case may be.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Amendment.
(a) This Servicing Agreement may be amended from time to time
by the Issuer, the Master Servicer, the Special Servicer, the Indenture Trustee,
and the Fiscal Agent without the consent of any of the Bondholders:
(i) to cure any ambiguity;
(ii) to correct, modify, supplement or add any provisions
herein which may be inconsistent with any other provisions herein;
(iii) to make any other provisions with respect to matters
or questions arising hereunder which shall not be inconsistent with the
provisions hereof, or
(iv) to comply with any requirements imposed by the Code;
provided that such amendment will not (as evidenced by an Opinion of
Counsel to such effect) adversely affect in any material respect the
interests of any holder of Bonds;
provided that such action shall not, as evidenced by an Opinion of Counsel
delivered to the Indenture Trustee, adversely affect in any material respect the
interests of any Bondholder.
(b) This Servicing Agreement may also be amended from time to
time by the Issuer, the Master Servicer, the Special Servicer, the Indenture
Trustee and the Fiscal Agent with the consent of the Holders of Bonds affected
thereby entitled to more than 50% of the Voting Rights for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Servicing Agreement or of modifying in any manner the rights of the
Holders of Bonds; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be
distributed on any Bond without the consent of the Holder of such Bond;
(ii) adversely affect in any material respect the interests
of the Holders of any Class of Bonds in a manner other than as
described in (i) without the consent of the Holders of all Bonds of
such Class;
(iii) reduce the aforesaid percentages of Bonds the Holders
of which are required to consent to any such amendment without the
consent of the Holders of all Bonds then outstanding including any such
Bonds owned by any Affiliate of the Issuer.
Notwithstanding any other provision of this Servicing
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Bonds registered in the name of the Issuer, the Depositor,
the Master Servicer, the Special Servicer or any Affiliate of the Issuer, the
Depositor, the Master Servicer or the Special Servicer shall not be entitled to
Voting Rights with respect to matters described in clauses (i) and (ii) of this
paragraph affecting such Bonds.
(c) Promptly after the execution of any such amendment, the
Indenture Trustee shall furnish a statement describing the amendment to each
Bondholder and each Underwriter and a copy of such amendment to each Rating
Agency.
(d) It shall not be necessary for the consent of Bondholders
under this Section 13.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Bondholders shall be subject to such
reasonable regulations as the Indenture Trustee may prescribe.
(e) The Indenture Trustee and the Fiscal Agent may but shall
not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities under this Servicing Agreement or
otherwise.
(f) The cost of any Opinion of Counsel to be delivered
pursuant to Section 13.01(a) or (g) shall be borne by the Person seeking the
related amendment.
(g) Prior to the execution of any amendment to this Servicing
Agreement, the Issuer, the Master Servicer, the Special Servicer, the Indenture
Trustee and the Fiscal Agent shall be entitled to receive and rely upon an
Opinion of Counsel, at the expense of the party requesting such amendment,
stating that the execution of such amendment is authorized or permitted by this
Servicing Agreement.
Section 13.02 Recordation of the Servicing
Agreement; Counterparts.
(a) To the extent permitted by applicable Law, this Servicing
Agreement is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Issuer on direction by the
Indenture Trustee, but only upon direction accompanied by an Opinion of Counsel
obtained at the expense of the Issuer to the effect that such recordation
materially and beneficially affects the interests of the Bondholders; provided,
however, that the Indenture Trustee shall have no obligation or responsibility
to determine whether any such recordation of this Servicing Agreement is
required.
(b) For the purpose of facilitating the recordation of this
Servicing Agreement as herein provided and for other purposes, this Servicing
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
Section 13.03 Governing Law.
This Servicing Agreement shall be construed in accordance with
the substantive Laws of the State of New York (without regard to conflicts of
law principles) and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such Laws.
Section 13.04 Notices.
Any communications provided for or permitted hereunder shall
be in writing and, unless otherwise expressly provided herein, shall be deemed
to have been duly given if (a) personally delivered, (b) mailed by registered
mail, postage prepaid, return receipt requested, and received by the addressee,
(c) sent by express courier delivery service and received by the addressee, or
(d) transmitted by telex, telecopy, e-mail or telegraph and confirmed by a
writing delivered by means of (a), (b) or (c), to:
(i) in the case of the Issuer:
ICCMAC Multifamily and Commercial Trust 1999-1 c/o
Wilmington Trust Company, Owner Trustee Rodney Square
North 1100 North Market Street Wilmington, Delaware
19890 Attention: Corporate Trust Administration
Telephone No.: (302) 651-1000 Telecopy No.: (302)
651-8882;
(ii) in the case of the Master Servicer and Special
Servicer:
Banc One Mortgage Capital Markets, LLC,
TX1-2495, 1717 Main Street, Suite 1400
Dallas, Texas 75201
Attention: Edgar L. Smith, II
Telephone No.: (214) 290-5178
Telecopy No.: (214) 290-4480;
with a copy to:
Banc One Mortgage Capital Markets, LLC
1717 Main Street, Suite 1200
Dallas, Texas 75201
Attention: Paul G. Smyth
Telephone No.: (214) 290-2505
Telecopy No.: (214) 290-4293;
(iii) in the case of the Indenture Trustee:
LaSalle National Bank
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Attention: Asset-Backed Securities Trust Services
Group,
Collateralized Mortgage Bonds, ICCMAC Multifamily
and Commercial Trust, 1999-1,
Telephone No.: (312) 904-7830
Telecopy No.: (312) 904-2084;
(iv) in the case of the Fiscal Agent:
ABN AMRO Bank N.V., c/o LaSalle National Bank 135
South LaSalle Street, Suite 1625 Chicago, Illinois
60674
Attention: Asset-Backed Securities Trust Services
Group,
Collateralized Mortgage Bonds, ICCMAC Multifamily
and Commercial Trust, 1999-1,
Telephone No.: (312) 904-7830
Telecopy No.: (312) 904-2084;
(v) in the case of the Mortgage Loan Seller:
Imperial Credit Commercial Mortgage Investment Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Attention: Norbert Seifert, Esq.
Telephone No.: (310) 791-8035
Telecopy No.: (310) 791-5935;
(vi) in the case of the Rating Agencies:
Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc.
26 Broadway, 10th Floor
New York, New York 10004-1064
Attention: Commercial Mortgage Surveillance Group
Telephone No.: (212) 208-8509
Telecopy No.: (212) 208-0053;
and concurrently to:
Duff & Phelps Credit Rating Co.
55 E. Monroe,
Chicago, Illinois 60603
Attention: CMBS Monitoring
Telephone No.: (312) 368-3100
Telecopy No.: (312) 263-2852;
(vii) in the case of J.P. Morgan Securities Inc.:
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Attention: Clive Bull
Telephone No.: (212) 648-9496
Telecopy No.: (212) 648-5138
or as to each such Person, such other address as may hereafter be furnished by
such Person to the parties hereto in writing. Any communication required or
permitted to be delivered to a Bondholder shall be sent to the address of such
Holder as shown in the Bond Register.
Section 13.05 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Servicing 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
Servicing Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Servicing Agreement or of the Bonds or the rights
of the Holders thereof.
Section 13.06 Successors and Assigns.
The provisions of this Servicing Agreement shall be binding
upon and inure to the benefit of and be enforceable by each Servicer, the
Indenture Trustee, the Fiscal Agent and the respective successors and assigns
thereof and shall inure to the benefit of the Bondholders.
Section 13.07 [RESERVED]
Section 13.08 Notices and Information to Rating
Agencies.
(a) The Indenture Trustee shall use its best efforts promptly
to provide notice to the Rating Agencies with respect to each of the following
of which it has actual knowledge:
(i) any material change or amendment to this Servicing
Agreement;
(ii) the occurrence of any Servicer Event of Default;
(iii) the resignation or termination of the Master Servicer
or the Special Servicer;
(iv) the repurchase of Mortgage Loans pursuant to Section
2.02;
(v) the final payment to any Class of Bondholders; and
(vi) any change in the location of the Payment Account.
(b) The Master Servicer shall use its best efforts promptly to
provide notice to the Rating Agencies with respect to any determination by the
Master Servicer that an Advance with respect to a Mortgage Loan constitutes (or
would, if made, constitute) a Nonrecoverable Advance under this Servicing
Agreement.
(c) The Master Servicer shall make available on its website or
promptly furnish to the Rating Agencies copies of the following:
(i) each of its annual statements as to compliance
described in Section 3.07;
(ii) each of its annual independent public accountants'
servicing reports described in Section 3.08;
(iii) the most current rent rolls and financial statements
available from time to time with respect to any Mortgaged Property or
any Mortgagor;
(iv) each report and statement pursuant to Section 4.08;
(v) other information the Rating Agencies may reasonably
request consistent with the Master Servicer's servicing duties
hereunder;
(vi) notice of the resignation or termination of the
Indenture Trustee or the Fiscal Agent; and
(vii) the reports described in Section 4.09.
(d) All parties shall provide such information as each Rating
Agency may reasonably require, from time to time, through an electronic medium
and format reasonably acceptable to, and reasonably requested by, each Rating
Agency.
Section 13.09 Successor to a Servicer.
(a) Upon the termination of any Servicer's responsibilities
and duties pursuant to Section 3.11 or Section 9.01 hereof, the Indenture
Trustee shall either (i) succeed (as of the date of such succession) to and
assume all of such Servicer's responsibilities, rights, duties and obligations
under this Servicing Agreement, or (ii) appoint a successor that shall succeed
(as of the date of such succession) to all rights and assume all of the
responsibilities and duties of such Servicer under this Servicing Agreement. In
the event that any Servicer's duties and responsibilities under this Servicing
Agreement are terminated pursuant to the aforementioned Sections, such Servicer
shall discharge such duties and responsibilities during the period from the date
it acquires knowledge of such termination until the effective date thereof (if
such dates are not the same) with the same degree of diligence and prudence that
it is obligated to exercise under this Servicing Agreement, and shall take no
action whatsoever that might impair or prejudice the rights or financial
condition of its successor, or the other Servicer. The termination of a
Servicer's responsibilities and duties under this Servicing Agreement pursuant
to the aforementioned Sections shall not become effective until a successor
shall be appointed pursuant to this Section 13.09 (or until the Indenture
Trustee succeeds to and assumes all of such Servicer's responsibilities under
this Servicing Agreement) and shall in no event relieve such Servicer of the
covenants, representations and warranties made herein and the remedies available
under this Servicing Agreement. The provisions of Section 3.10 hereof shall be
applicable to each Servicer, to the extent of claims against the Servicer
arising out of the Servicer's actions or failure to act prior to termination,
notwithstanding any termination of such Servicer's responsibilities and duties
under this Servicing Agreement or the termination of this Servicing Agreement. A
successor Servicer shall not, by reason of its appointment or assumption of the
duties and responsibilities of another Servicer, assume any of the liabilities
of such Servicer.
(b) Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Indenture Trustee and each Servicer, an
instrument accepting such appointment, whereupon such successor shall become
fully vested with all the rights, powers, duties, responsibilities and
obligations of the Servicer it is succeeding, with like effect as if originally
named as a party to this Servicing Agreement. Any resignation or termination of
a Servicer pursuant to Section 3.11 or Section 9.01 hereof shall not affect any
rights or claims that any Servicer may have with respect to or against the
Issuer or another Servicer, in any case arising prior to any such termination or
resignation. The appointment of a successor Servicer shall not be effective
until the Indenture Trustee shall have received written confirmation from each
Rating Agency that such appointment will not result in an Adverse Rating Event.
(c) Upon its termination or resignation, the terminated or
resigning Servicer shall immediately deliver to the successor the funds in any
account maintained by such Servicer pursuant to this Servicing Agreement (net of
all unpaid Servicing Fees payable to it, and, in the case of the Master
Servicer, unreimbursed Advances advanced by it and interest on such Advances at
the Advance Rate and, in the case of the Special Servicer, any additional fees
it is entitled to pursuant to Section 6.12), any Mortgage Loan Documents in such
Servicer's possession and related documents and statements held by it hereunder
and such Servicer shall account for all funds. Such Servicer shall execute and
deliver such instruments and do all such other things as may reasonably be
required to more fully and definitely vest and confirm in the successor all such
rights, powers, duties, responsibilities, obligations and liabilities of such
Servicer. The successor shall promptly make arrangements to reimburse such
Servicer for amounts such Servicer actually expended, unreimbursed Advances with
interest at the Advance Rate and amounts owed to such Servicer in respect of
unpaid Servicing Fees and additional servicing compensation pursuant to this
Servicing Agreement that would otherwise have been recovered by such Servicer
pursuant to this Servicing Agreement but for the appointment of the successor
servicer, net of any amounts owed by such Servicer hereunder.
Section 13.10 Limitation of Liability.
It is expressly understood and agreed by the parties hereto
that (i) this Servicing Agreement is executed and delivered by Wilmington Trust
Company, not individually and personally but solely in its capacity as Owner
Trustee of ICCMAC Multifamily and Commercial Trust 1999-1, in the exercise of
the powers and authority conferred and vested in it (ii) each of the
representations, warranties, covenants, agreements, undertaking and obligations
herein made is made and intended not as personal representations, warranties,
covenants, agreements, undertakings and obligations of Wilmington Trust Company
but is made and intended for the purpose of binding only the Issuer, and (iii)
nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either express or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under any of the parties hereto and (iv) under no circumstances shall Wilmington
Trust Company be personally liable for payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaking by the Issuer under
this Servicing Agreement or any related document.
Section 13.11 Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 13.12 Copies of Documents to
Representative.
For as long as any of the Class A-1, Class A-2, Class S, Class
A-3, Class B or Class C Bonds is Outstanding, the Issuer shall deliver or cause
to be delivered to J.P. Morgan Securities Inc. (i) copies of each amendment to
any Operative Agreement, (ii) copies of all reports or other communications
(financial or other) furnished to the holders of such Classes of Bonds, and
copies of all reports or other communications (financial or other) furnished to
or filed with the Commission, any governmental or regulatory authority or any
national securities exchange, and (iii) from time to time such information
concerning the Issuer, the Depositor or the Mortgage Loan Seller as J.P. Morgan
Securities Inc. may reasonably request.
Section 13.13 Third Party Beneficiary.
The Mortgage Loan Seller is a third party beneficiary to this
Servicing Agreement in respect of its rights to receive Prepayment Premiums
collected on the Mortgage Loans, and may enforce the provisions hereof as if it
were a party hereto.
[Signature Page Follows]
<PAGE>
IN WITNESS WHEREOF, the parties to this Servicing Agreement
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.
ICCMAC MULTIFAMILY AND
COMMERCIAL TRUST 1999-1, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as
Owner Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
BANC ONE MORTGAGE CAPITAL
MARKETS, LLC, a Delaware limited liability
company, as Master Servicer and Special
Servicer
By:_______________________________________
Name:_____________________________________
Title:____________________________________
LASALLE NATIONAL BANK, a national
banking association, as Indenture Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ABN AMRO BANK N.V. a Netherlands
banking corporation, as Fiscal Agent for the
Indenture Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of Wilmington Trust Company, a Delaware banking corporation, not in
its individual capacity, but solely as trustee for ICCMAC Multifamily and
Commercial Trust 1999-1 a Delaware business trust, that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said banking corporation, and acknowledged to me that such _________________
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 )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of Banc One Mortgage Capital Markets, LLC, a Delaware limited
liability company that executed the within instrument, and also known to me to
be the person who executed it on behalf of said Delaware limited liability
company, and acknowledged to me that such _________________ 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 )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of LaSalle National Bank, a National banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to
me that such _________________ 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
---------------------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of ABN AMRO BANK N.V. a Netherlands banking corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said banking corporation, and acknowledged to me that such
_________________ 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>
ANNEX 1
DEFINED TERMS
"Accepted Master Servicing Practices": The procedures that the Master
Servicer shall follow in the servicing and administration of the Mortgage Loans,
consistent with the higher of (i) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
that are held for other portfolios and are similar to the Mortgage Loans and
(ii) the standard of care, skill, prudence and diligence with which the Master
Servicer services and administers mortgage loans for its own portfolio and are
similar to the Mortgage Loans, in either case, giving due consideration to
customary and usual standards of practice of prudent institutional multifamily
and commercial mortgage loan servicers, but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the
Master Servicer may have with any Mortgagor or any Affiliate of
any Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;
(iii)the adequacy of the Master Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the express
limitations set forth in the Servicing Agreement, the procedures followed by the
Master Servicer shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Loans.
"Accepted Special Servicing Practices": The procedures that the
Special Servicer shall follow in the servicing, administration and disposition
of Specially Serviced Mortgage Loans and the related Mortgaged Properties or REO
Properties, consistent with the higher of (i) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property that are held
for other portfolios and are similar to the Mortgage Loans, Mortgaged Properties
and REO Properties and (ii) the standard of care, skill, prudence and diligence
with which the Special Servicer services, administers and disposes of distressed
mortgage loans and related real property that are held for its own portfolio and
are similar to the Mortgage Loans, Mortgaged Properties and REO Properties,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, but without regard to:
(i) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate
of any Mortgagor or any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iii)the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the
express limitations set forth in the Servicing Agreement, the procedures
followed by the Special Servicer shall seek to maximize the net present value of
recoveries on the Specially Serviced Mortgage Loans.
"Account": Any account or fund, including any Pledged Account
established under the Indenture.
"Accountants": A person engaged in the practice of accounting who
(except when the Indenture requires an Independent Accountant) may be employed
by or Affiliated with the Issuer or an Affiliate of the Issuer.
"Accrued Bond Interest": In respect of any Class of Bonds (other
than the Class S, Class H and Class X Bonds) and any Payment Date, the amount of
interest accrued in the applicable Interest Accrual Period at the applicable
Bond Interest Rate on the aggregate Bond Principal Amount of such Class of Bonds
Outstanding immediately prior to the related Payment Date, calculated on (i) the
basis of the actual number of days elapsed in the applicable Interest Accrual
Period and a 360-day year with respect to the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds, and (ii) a 360-day year consisting
of twelve 30-day months with respect to the Class F and Class G Bonds.
"Act": Any instrument or instruments (and the action embodied
therein and evidenced thereby) of the Bondholders signing such instrument or
instruments. As used in this definition, "instrument" refers to any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture to be given or taken by Bondholders embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents 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 Indenture Trustee and, where
it is hereby expressly required, to the Issuer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of the Indenture and (subject to Section 6.01 of the Indenture)
conclusive in favor of the Indenture Trustee and the Issuer if made in the
manner described in Section 14.03 of the Indenture.
"Actual Knowledge": With respect to the Owner Trustee or Holding
Trustee, any Responsible Officer of the Owner Trustee or Holding Trustee, as
applicable, within the Corporate Trust Administration office of such trustee
responsible for administering the Trust or the Holding Trust, respectively, who
has actual knowledge of an action taken or an action not taken that would be
material to the operation of either the Trust or the Holding Trust. Actions
taken or actions not taken of which such trustee should have had knowledge, or
are deemed to have had constructive knowledge, do not meet this definition of
Actual Knowledge.
"Additional Expense": Any costs, expenses and liabilities (exclusive
of Administrative Expenses and Servicing Expenses) that are required to be borne
by the Issuer and not otherwise in respect of the Trust Estate in accordance
with applicable Law, Section 7.2(c) of the Deposit Trust Agreement, or the terms
of the Indenture (including any federal, state and local taxes.
"Additional Fee Rate": With respect to any Payment Date, a rate per
annum equal to the sum of the Owner Trustee Calculation Fee Rate and the
Administration Calculation Fee Rate.
"Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the
related Mortgage Note provides for periodic adjustments to the Mortgage Interest
Rate thereon based on changes in the related Index.
"Administration Agreement": The Administration Agreement, dated as
of February 1, 1999, between the Administrator and the Issuer, a copy of which
is attached to the Indenture as Exhibit G, and any amendments or supplements
thereto.
"Administration Calculation Fee Rate:" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $6,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Administration Fee": A monthly fee of $500 payable to the
Administrator on each Payment Date commencing in March 2000.
"Administrative Expenses": The fees and expenses of the Indenture
Trustee and the Fiscal Agent payable thereto pursuant to Section 6.07 of the
Indenture, the fees of the Owner Trustee payable thereto pursuant to Section 7.1
of the Deposit Trust Agreement, and the Administration Fee payable to the
Administrator pursuant to the Administration Agreement and any other costs,
expenses and liabilities (exclusive of Servicing Expenses) that are required to
be borne by the Issuer in respect of the Trust Estate in accordance with
applicable opinions of and advice from Counsel required to be obtained in
connection with the Indenture Trustee's performance of its duties under the
Indenture (including the cost of such opinions and advice).
"Administrator": Imperial Credit Commercial Asset Management Corp.,
a California corporation, having its principal offices at 11601 Wilshire
Boulevard, Suite 2080, Los Angeles, California 90025, or its
successor in interest.
"Advance": A P&I Advance or a Property Protection Advance.
"Advance Rate": An annual rate equal to the Prime Rate in effect
from time to time.
"Adverse Rating Event": With respect to any Class of Rated Bonds, as
of any date of determination, a downgrade, withdrawal or qualification, if
applicable, of the rating then assigned to such Class by any Rating Agency.
"Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. 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 or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have the meanings correlative to the foregoing.
"Agent": A person authorized by or appointed by the Issuer to
perform duties with respect to the Bonds, specified in a writing signed by such
Agent and the Issuer and acknowledged by the Indenture Trustee, or by such Agent
and the Indenture Trustee and acknowledged by the Issuer, including any Paying
Agent. As used in the Deposit Trust Agreement and the Holding Trust Agreement, a
person authorized or appointed by the Owner Trustee or the Holding Trustee,
respectively, to perform duties with respect to the Ownership Certificates or
the Holding Trust Certificates, respectively, specified in a writing signed by
such Agent and the Owner Trustee or Holding Trustee, as applicable.
"Appraisal Reduction Amount": For any Payment Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred, an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period over (b) the
excess of (i) 90% of the sum of the appraised values of the related Mortgaged
Properties as determined by an MAI Appraisal over (ii) the sum of (A) to the
extent not previously advanced by the Master Servicer, the Indenture Trustee or
the Fiscal Agent, all unpaid interest on such Mortgage Loan at a per annum rate
equal to the Mortgage Interest Rate, (B) all unreimbursed Advances and interest
thereon at the Advance Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been the subject of an Advance).
With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, such Mortgage Loan shall no longer be subject to any appraisal
reduction.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest occurrence of any of the following events: (i) the third anniversary of
the date on which an extension of the Loan Maturity Date of such Mortgage Loan
became effective as a result of a modification of such Mortgage Loan by the
Special Servicer, which extension does not change the amount of Monthly Payments
on the Mortgage Loan, (ii) 60 days after an uncured delinquency occurs in
respect of such Mortgage Loan, (iii) the date on which a reduction in the amount
of Monthly Payments on such Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan, becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver has been appointed with respect to the related Mortgagor, (v)
immediately after the related Mortgagor declares bankruptcy, (vi) 60 days after
an involuntary petition of bankruptcy is filed with respect to the related
Mortgagor, if such petition is not dismissed prior to the expiration of such
period; and (vii) immediately after a related Mortgaged Property becomes an REO
Property.
"ASAP System": The "automatic statements accessed by phone" system
maintained by the Indenture Trustee and used by the Bondholders to obtain
certain reports and information about the Bonds.
"Asset Strategy Report": Any report prepared pursuant to Section
6.03(c) of the Servicing Agreement.
"Assignment of Leases and Rents": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar agreement
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the Cut-Off Date and from time to time thereafter.
"Assignment of Mortgage": An assignment of a 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 effect
the transfer of the Mortgage to the Issuer, 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 Monthly Payment": The amount deemed due in respect of any
Balloon Mortgage Loan that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its original Loan Maturity
Date. The Assumed Monthly Payment deemed due on any such Mortgage Loan on its
original Loan Maturity Date and on each successive Due Date that it remains or
is deemed to remain outstanding shall equal the Monthly Payment that would be
due in respect thereof on such date if the related Balloon Payment had not come
due but rather such Mortgage Loan had continued to amortize in accordance with
such Mortgage Loan's amortization schedule in effect on such date of
determination.
"Authenticating Agent": As defined in Section 2.04(c) of the
Indenture.
"Authorized Officer": With respect to the Owner Trustee, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of authorized officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter); with
respect to the Indenture Trustee or the Fiscal Agent, a Responsible Officer;
and, with respect to any other Person, the Chairman, President, any Senior Vice
President, any Vice President or any Assistant Vice President, and the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary (provided that, when any provision hereof
requires signatures of two Authorized Officers of any such other Person, at
least one of such Authorized Officers shall be the Chairman, President or any
Vice President).
"Available Interest Payment Amount": With respect to any Payment
Date, an amount equal to the excess of (i) the Available Payment Amount for such
Payment Date, over (ii) the Principal Payment Amount for such Payment Date.
"Available Payment Amount": With respect to any Payment Date, the
amount on deposit in the Payment Account as of 11:00 a.m., New York City time,
on such Payment Date, exclusive of any portion thereof that may be withdrawn
from the Payment Account pursuant to any of clauses (ii) and (iii) of Section
8.01(b) of the Indenture.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Loan Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Loan Maturity Date of
such Mortgage Loan in excess of the portion of the related Monthly Payment which
is allocable to principal.
"Bank": As used in the Deposit Trust Agreement or the Holding Trust
Agreement, Wilmington Trust Company, a Delaware banking corporation, in its
individual capacity, not as Owner Trustee or Holding Trustee, as the case may
be.
"Bankruptcy Code": The federal Bankruptcy Code (Title 11 of the
United States Code), as amended from time to time.
"Bond": Any Class A-1, Class A-2, Class S, Class A-3, Class B, Class
C, Class D, Class X, Class E, Class F, Class G or Class H Bond.
"Bond Balance": With respect to any Bond, as of any date of
determination, the then Outstanding Bond Principal Amount of such Bond equal to
the product of (a) the Percentage Interest evidenced by such Bond, multiplied by
(b) the then aggregate Bond Principal Amount of the Class of Bonds to which such
Bond belongs.
"Bond Interest Rate": With respect to any Payment Date, the per
annum rate of interest for each Class of Bonds (except for the Class S, Class X,
Class F, Class G and Class H Bonds) equal to the lesser of (a) the applicable
Bond LIBOR Rate and (b) the Weighted Average Remittance Rate for such Payment
Date. The Bond Interest Rate with respect to any Payment Date for the Class F
and Class G Bonds is, with respect to each such Class, a per annum rate equal to
6.00%. The Class S, Class X and Class H Bonds do not have Bond Interest Rates.
"Bond LIBOR Rate": With respect to any Payment Date, the per annum
rate equal to One-Month LIBOR plus the related Margin, but in no event greater
than the Maximum Offered Bond Rate.
"Bond Owner": With respect to a Book-Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.
"Bond Principal Amount": With respect to any Class of Bonds (i) on
or prior to the first Payment Date, an amount equal to the aggregate initial
Bond Principal Amount of such Class and (ii) as of any date of determination
after the first Payment Date, the Bond Principal Amount of such Class of Bonds
on the Payment Date immediately prior to such date of determination, less actual
payments of principal thereon (and in the case of the Class S and Class X Bonds,
less payments of Distributable Amounts, Shortfall Amounts (excluding any
interest payments thereon), and Early Termination Amounts) on such prior Payment
Date. Realized Losses will not be allocated to reduce Bond Principal Amounts.
The initial Bond Principal Amounts are as follows:
Class A-1........... $100,000,000
Class A-2........... 94,831,000
Class S............. 12,150,000
Class A-3........... 17,447,000
Class B............. 11,631,000
Class C............. 14,539,000
Class D............. 13,085,000
Class X............. 2,700,000
Class E............. 4,361,000
Class F............. 8,723,000
Class G............. 5,815,000
Class H............. 7,269,000
The initial Bond Principal Amount for the Class S Bonds is equal to the
aggregate of the Class S Scheduled Payments. The initial Bond Principal Amount
of the Class X Bonds is equal to the aggregate of the Class X Scheduled
Payments. Upon payment in full of an Early Termination Amount, the Bond
Principal Amount of the Class S or Class X Bonds, as the case may be, will be
reduced to zero.
"Bond Redemption Amount": An amount equal to the sum of (i) with
respect to each Class of Bonds Outstanding (other than the Class S and Class X
Bonds), the sum of (A) the unpaid Bond Principal Amount thereof, (B) accrued and
unpaid interest at the applicable Bond Interest Rate through the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amount, together with interest on such
unpaid LIBOR Deficiency Amount (to the extent permitted by applicable Law) at
the applicable Bond Interest Rate; (ii) with respect to the Class S Bonds
Outstanding, the sum of (A) to the extent not paid on prior Payment Dates, any
unpaid Class S Shortfalls, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable Law) at the Class S Rate and
(B) the Class S Early Termination Amount; (iii) with respect to the Class X
Bonds Outstanding, the sum of (A) to the extent not paid on prior Payment Dates,
any unpaid Class X Shortfalls, together with interest on such unpaid Class X
Shortfalls (to the extent permitted by applicable Law) at the Class X Rate and
(B) the Class X Early Termination Amount; and (iv) all unreimbursed Advances
with interest thereon at the Advance Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
"Bond Register": The meaning specified in Section 2.05 of the
Indenture.
"Bond Registrar": The meaning specified in Section 2.05 of the
Indenture.
"Bondholder": The Person in whose name a Bond is registered on the
Bond Register.
"Book-Entry Bonds": Bonds for which the Indenture provides that
ownership and transfers of beneficial ownership interests in such Bonds shall be
made through book entries by the Depository, as described in Section 2.12 of the
Indenture; provided, however, that after the occurrence of a condition whereupon
book-entry registration is no longer permitted, Definitive Bonds shall be issued
to the Bond Owners of such Bonds and such Bonds shall no longer be "Book-Entry
Bonds."
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking and savings and loan institutions in the states of California,
Delaware, Texas, New York or Illinois are authorized or obligated by Law or
executive order to remain closed.
"Business Trust Statute": The Delaware Business Trust Act, Chapter
38, Title 12 of the Delaware Code, 12 Delaware Code, ss. 3801 et.
seq., as the same may be amended from time to time.
"Certificate Percentage Interest": With respect to any Ownership
Certificate or Holding Trust Certificate, the portion of the total outstanding
Ownership Certificates or Holding Trust Certificates, as applicable, evidenced
by such Ownership Certificate or Holding Trust
Certificate, as applicable, expressed as a percentage.
"Certificate Voting Rights": The portion of the voting rights of all
of the Ownership Certificates or Holding Trust Certificates, as applicable,
allocated to any Ownership Certificate or Holding Trust Certificate, as
applicable, as of the date of determination. Certificate Voting Rights shall be
allocated among the Ownership Certificates or Holding Trust Certificates, as
applicable, pro rata based upon the Certificate Percentage Interest of each
Ownership Certificate or Holding Trust Certificate, as applicable.
"Certificate of Trust": The certificate of trust filed prior to the
Closing Date by the Owner Trustee, with respect to the Trust, or the Holding
Trustee, with respect to the Holding Trust, as applicable, in the office of the
Secretary of State of the State of Delaware, as required by the Business Trust
Statute.
"Class": All Bonds having the same alphabetical and/or numerical
class designation and otherwise having the same characteristics (except for the
denomination of such Bond).
"Class A-1 Bond": Any of the Bonds with a "Class A-1" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-1 attached to the Indenture.
"Class A-2 Bond": Any of the Bonds with a "Class A-2" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-2 attached to the Indenture.
"Class A-3 Bond": Any of the Bonds with a "Class A-3" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-4 attached to the Indenture.
"Class B Bond": Any of the Bonds with a "Class B" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-5 attached to the Indenture.
"Class C Bond": Any of the Bonds with a "Class C" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-6 attached to the Indenture.
"Class D Bond": Any of the Bonds with a "Class D" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-7 attached to the Indenture.
"Class E Bond": Any of the Bonds with a "Class E" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-9 attached to the Indenture.
"Class Exemption": A class exemption granted by the DOL, which
provides relief from some or all of the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code and the related excise tax
provisions of Section 4975 of the Code.
"Class F Bond": Any of the Bonds with a "Class F" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-10 attached to the Indenture.
"Class G Bond": Any of the Bonds with a "Class G" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-11 attached to the Indenture.
"Class H Bond": Any of the Bonds with a "Class H" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-12 attached to the Indenture.
"Class S Bond:" Any of the Bonds with a "Class S" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-3 attached to the Indenture.
"Class S Distributable Amount": On each Payment Date, an amount
equal to the lesser of (i) the Class S Scheduled Payment for such Payment Date,
and (ii) the excess of (A) the Available Interest Payment Amount for such
Payment Date, over (B) the aggregate Accrued Bond Interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on such
Payment Date.
"Class S Early Termination Amount": As of any date of determination,
the present value of the Class S Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class S Rate.
"Class S Rate": An interest rate per annum equal to 7.29%.
"Class S Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit H to the Indenture corresponding
to such Payment Date.
"Class S Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class S Scheduled Payment for such Payment Date exceeds the
Class S Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class S Shortfalls on the immediately preceding Payment Date.
"Class X Bond": Any of the Bonds with a "Class X" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-8 attached to the Indenture.
"Class X Distributable Amount": On any Payment Date, an amount equal
to the lesser of (i) the Class X Scheduled Payment and (ii) the excess of (A)
the Available Interest Payment Amount for such Payment Date over (B) the sum of
(1) the aggregate Accrued Bond Interest payable to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds on such
Payment Date and (2) the Class S Distributable Amount and Class S Shortfall
payable to the Class S Bonds on such Payment Date.
"Class X Early Termination Amount": As of any date of determination,
the present value of the Class X Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class X Rate.
"Class X Rate": An interest rate per annum equal to 9.0%.
"Class X Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit I to the Indenture corresponding
to such Payment Date.
"Class X Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class X Scheduled Payment for such Payment Date exceeds the
Class X Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class X Shortfalls on the immediately preceding Payment Date.
"Closing Date": March 10, 1999.
"Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder including proposed regulations, to the extent
that by reason of their effective date they could apply to the Bonds.
"Collateral": The Trust Estate securing the Bonds. An "item" of
Collateral refers to a specific item of Mortgage Collateral or other asset,
which is Granted to the Indenture Trustee under the Indenture.
"Collateralized Mortgage Bonds": The Series 1999-1 Bonds issued by
the Issuer pursuant to the Indenture and secured by the Collateral.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 4.02 of the Servicing
Agreement which shall be entitled "Banc One Mortgage Capital Markets, LLC, in
trust for LaSalle National Bank, as Indenture Trustee, in trust for Holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds,
Series 1999-1, Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Payment Date, the period
commencing immediately following the Determination Date in the month immediately
preceding the month in which such Payment Date occurs (or, in the case of the
initial Collection Period, commencing immediately following the Cut-Off Date)
and ending on and including the Determination Date in the month in which such
Payment Date occurs.
"Commission": The Securities and Exchange Commission, or any
successor thereto.
"Condemnation Proceeds": With respect to each Mortgage Loan, all
awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation of such Mortgaged Property, held in an
escrow account or a trust account, which is an Eligible Account, pursuant to the
terms of the related Mortgage Loan Documents and applicable Law, and applied or
to be applied to the restoration or repair of such Mortgaged Property or
required to be released to the related Mortgagor in accordance with the terms of
such Mortgage Loan Documents or, to the extent not expressly provided therein,
in accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Corporate Trust Office": The principal corporate trust office of
the Indenture Trustee at which at any particular time its corporate trust
business with respect to the Indenture shall be administered, which is currently
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674,
Attention: Asset Backed Securities Trust Services Group--ICCMAC 1999-1.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer) the Special
Servicer has returned servicing of such Mortgage Loan to the Master Servicer
pursuant to Section 6.02 of the Servicing Agreement.
"CSSA Standard Information Package": The report in the format of the
Commercial Secondary Market and Securitization Association Standard information
package, as in effect from time to time.
"Custodian": A Person who is at any time appointed by the Indenture
Trustee pursuant to Section 6.14 of the Indenture as a document custodian.
"Cut-Off Date": February 1, 1999.
"Cut-Off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, net
of the principal portion of all unpaid Monthly Payments due on or before such
date, excluding, with respect to each Mortgage Loan, the right to receive
Prepayment Premiums, which Prepayment Premiums shall remain property of the
Mortgage Loan Seller.
"DCR": Duff & Phelps Credit Rating Co., and its successors in
interest.
"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60
days delinquent in whole or in part in respect of any Monthly Payment, or is
more than 30 days delinquent in whole or in part in respect of the related
Balloon Payment, if any; provided that for purposes of this definition, no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than five dollars ($5.00) of all amounts due and payable on such Mortgage
Loan has not been received as of the most recent Due Date therefor.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then Stated Principal Balance of such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code
with respect to the related Mortgagor or a state court deficiency proceeding.
"Definitive Bond": As defined in Section 2.12(a) of the Indenture.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
February 1, 1999, between the Depositor and the Owner Trustee, pursuant to which
the Issuer was created, and any amendments or supplements thereto.
"Depositor": Imperial Credit Commercial Mortgage Acceptance Corp., a
California corporation, and its successors in interest.
"Depository": The Depository Trust Company and any successor thereto
appointed by the Issuer as a Depository; provided that the Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act; and
provided, further, that no entity shall be a successor Depository unless Bonds
held through such entity or its nominees are treated for U.S. Federal income tax
purposes as being in "registered form" within the meaning of Section 163(f) of
the Code.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Representation Letter": The Letter of Representations
dated March 10, 1999 among the Issuer, the Indenture Trustee and initial
Depository in connection with the issuance of the Class A-1, Class A-2, Class S,
Class A-3, Class B and Class C Bonds.
"Determination Date": With respect to any Payment Date, the 17th day
of the month in which such Payment Date occurs, or, if such 17th day is not a
Business Day, the immediately preceding Business Day.
"Directing Bondholder": The Monitoring Bondholder selected by a
majority of the Monitoring Bondholders, by Bond Balance, as certified to the
Indenture Trustee by the Bondholders or Bond Owners, as the case may be, from
time to time; provided, that, absent such selection, or (i) until a Directing
Bondholder is so selected, or (ii) upon receipt of notice from a majority of the
Monitoring Bondholders, by Bond Balance, that a Directing Bondholder is no
longer so designated, the Monitoring Bondholder(s) which owns the largest
aggregate Bond Balance of one or more Monitoring Classes shall be the Directing
Bondholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Issuer or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Issuer (or the Special Servicer on behalf of the
Issuer) shall not be considered to Directly Operate an REO Property solely
because the Issuer (or the Special Servicer on behalf of the Issuer) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).
"Diskette": Any one of the computer diskettes attached to the inside
back cover of the Prospectus Supplement, each of which contains information
about each of the Mortgage Loans.
"Disposition Fee": A fee payable to the Special Servicer as
additional compensation equal to 1.0% of the net proceeds of the sale or
liquidation ( in whole or in part) of any Specially Serviced Mortgage Loan or
REO Property that is sold or transferred or otherwise liquidated by the Special
Servicer pursuant to Section 6.12 of the Servicing Agreement.
"Distributable Amount": Any Class S Distributable Amount or Class X
Distributable Amount, as applicable.
"Document Defect": As defined in Section 2.02(a) of the Servicing
Agreement.
"DOL": The United States Department of Labor, or any successor in
interest.
"DOL Regulations": The regulations promulgated at 29 C.F.R. ss.
2510.3-101.
"Dollar" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public or private debts.
"Due Date": With respect to any Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is
scheduled to be due.
"Early Termination Amount": Any Class S Early Termination Amount or
Class X Early Termination Amount, as applicable.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or short-term unsecured debt obligations if the account
holds funds for less than 30 days) of which are rated at least "AA-" or the
equivalent by each Rating Agency or, if applicable, the short-term rating
equivalent thereof, which is at least "D-1" by DCR and "A-1" by Standard &
Poor's and DCR, or (B) as to which the Master Servicer or the Indenture Trustee,
as applicable, has received written confirmation from each of the Rating
Agencies that holding funds in such account would not in and of itself, result
in an Adverse Rating Event, or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), having in either case a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency, would not, in and of itself,
result in an Adverse Rating Event, which may be an account maintained with the
Indenture Trustee or the Master Servicer; provided, however, that accounts held
at Banc One Texas, N.A. (or any successor in interest), and any other bank
authorized under the applicable Loan Documents (solely with respect to the
related Mortgage Loan), shall be Eligible Accounts for so long as there is no
downgrade, withdrawal or qualification of the long-term or short-term unsecured
debt rating of such institutions from their ratings as of the Closing Date (or,
with respect to any successor in interest of Banc One Texas, N.A., for so long
as there is no downgrade, withdrawal or qualification of the long-term or
short-term unsecured debt rating of such successor in interest, provided that
such successor in interest had a rating equal to or better than the rating of
Banc One Texas, N.A. as of the Closing Date at the time such bank became a
successor in interest).
"Eligible Trustee": A bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor, the
Issuer or the Mortgage Loan Seller or an Affiliate of any Person involved in the
organization or operation of the Depositor, the Issuer or the Mortgage Loan
Seller, that is organized and doing business under the Laws of any state or the
United States of America, that is authorized under such Laws to exercise
corporate trust powers and to accept the trust conferred under the Deposit Trust
Agreement or the Holding Trust Agreement, as the case may be, that has a
combined capital and surplus and undivided profits of at least $100,000,000 and
that is subject to supervision or examination by federal or state authority and
that has a long-term unsecured debt rating from each Rating Agency of "A" or
better. If such 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 definition the combined capital,
surplus and undivided profits of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
"Environmental Laws": Any present or future federal, state or local
Law, statute, regulation or ordinance, and any judicial or administrative order
or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
Materials or the environment, including, but not limited to, each of the
following, as enacted as of the date hereof or as hereafter amended:
(i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657;
(ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
ss.ss. 6901-6991;
(iii)the Toxic Substance Control Act, 15 U.S.C. ss.ss. 2601-2629;
(iv) the Water Pollution Control Act (also known as the Clean Water
Act), 33 U.S.C. ss. 1251 et seq.;
(v) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; and
(vi) the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 et
seq.
"Environmental Site Assessment": In respect of any Mortgaged
Property, one or more reports regarding the environmental condition of such
Mortgaged Property prepared in connection with the origination of the related
Mortgage Loan or otherwise addressed to the Mortgage Loan Seller and its
successors and assigns. Such reports include, but are not limited to, Phase I
Environmental Reports and a review of a compilation of databases, made available
by several regulatory agencies and conducted by a private service with respect
to an area within a certain radius surrounding the related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Excess Condemnation Proceeds": With respect to each Mortgage Loan,
all awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation with respect to such Mortgaged Property,
other than any such awards or settlements held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of such Mortgage
Loan Documents or, to the extent not expressly provided therein, in accordance
with Accepted Master Servicing Practices or Accepted Special Servicing
Practices, as applicable, and applicable Law.
"Excess Insurance Proceeds": With respect to each Mortgage Loan,
proceeds of any primary hazard insurance policy required to be maintained
pursuant to Section 4.06 of the Servicing Agreement, title insurance policy or
any other Insurance Policy covering such Mortgage Loan or the related Mortgaged
Property, other than any proceeds to be held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of the related
Mortgage Loan Documents or, to the extent not expressly provided therein, in
accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, as certified in
writing by a Servicing Officer setting forth such determination and the
procedures and considerations of the Special Servicer forming the basis of such
determination, that there has been a recovery of all REO Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer, in its
reasonable good faith judgment, expects to be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the Indenture Trustee, and its
successors in interest.
"GAAP": Generally accepted accounting principles, as in effect in
the United States.
"Governmental Authority": Any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.
"Grant": To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of setoff against, deposit, set over and confirm. A Grant of Collateral
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies and proceeds payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.
"Hazardous Materials": All materials subject to any Environmental
Law, including, without limitation, materials listed in 49 C.F.R. ss. 172.010,
materials defined as hazardous pursuant to ss. 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos
or material containing asbestos, polychlorinated biphenyls ("PCBs"), radon gas,
urea formaldehyde and any substances classified as being "in inventory", "usable
work in process" or similar classification that would, if classified as
unusable, be included in the foregoing definition.
"Highest Lawful Rate": As defined in Section 14.19 of the Indenture.
"Holder": A Bondholder.
"Holding Trust": ICCMIC Commercial Holding Trust 1999-1, a Delaware
business trust, and its successors in interest.
"Holding Trust Agreement": The Holding Trust Agreement, dated as of
February 1, 1999, between the Trustor and the Holding Trustee, pursuant to which
the Holding Trust was created, and any amendments or supplements thereto.
"Holding Trust Certificate": The certificate which represents 100%
of the ownership interest of the Holding Trust, with a "Holding Trust
Certificate" designation on the face thereof, executed and authenticated by the
Holding Trustee and substantially similar in form to Exhibit A attached to the
Holding Trust Agreement.
"Holding Trustee": Wilmington Trust Company, a Delaware banking
corporation, and its successors in interest, in its capacity as trustee under
the Holding Trust Agreement.
"Holding Trustee Fee": A fee of $4,000 per annum, payable each year
on the Payment Date occurring in the month in which the anniversary of the
Closing Date occurs, commencing in March 2000.
"Holding Trustee's Agent": Any agent or attorney of the Holding
Trustee appointed by the Holding Trustee to execute one or more of the trusts or
powers under the Holding Trust Agreement.
"Holding Trustee's Office": The principal corporate trust office of
the Holding Trustee at which, at any particular time, its corporate trust
business is administered, which office at the Closing Date is located at the
address of the Holding Trustee set forth in Section 13.4 of the Holding Trust
Agreement.
"Indenture": The Indenture, dated as of February 1, 1999 between the
Issuer, acting through the Owner Trustee and the Indenture Trustee and any
amendment or supplement thereto.
"Indenture Trustee": LaSalle National Bank, a national banking
association, and its successors in interest, in its capacity as Indenture
Trustee under the Indenture, or any successor trustee appointed as provided in
the Indenture.
"Indenture Trustee Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Indenture Trustee Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"Indenture Trustee Fee Rate": A fee rate of 0.008%.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Issuer, the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer and any and
all Affiliates thereof, (ii) does not have any direct financial interest in or
any material indirect financial interest in any of the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Issuer within the meaning of
Section 856(d)(3) of the Code, so long as the Issuer does not receive or derive
any income from such Person and provided that the relationship between such
Person and the Issuer is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicer shall not be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Issuer to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Issuer and the Special
Servicer of an Opinion of Counsel, which shall be at no expense to the Issuer or
the Special Servicer, 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 856(e) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
Interest Rate Adjustment Date, the base index used to determine the new Mortgage
Interest Rate in effect thereon as specified in the related Mortgage Note.
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any insurance
policy required to be maintained under the Servicing Agreement or the related
Mortgage Loan Documents.
"Insurance Proceeds": With respect to each Mortgage Loan, proceeds
of any primary hazard insurance policy required to be maintained pursuant to
Section 4.06 of the Servicing Agreement, or any other Insurance Policy covering
such Mortgage Loan or the related Mortgaged Property, to be held in an escrow
account or a trust account, which is an Eligible Account, pursuant to the terms
of the related Mortgage Loan Documents, related to such Mortgage Loan and
applied or to be applied to the restoration or repair of the related Mortgaged
Property or required to be released to the related Mortgagor in accordance with
the terms of the related Mortgage Loan Documents and applicable Law, or, to the
extent not expressly provided therein, in accordance with Accepted Master
Servicing Practices or Accepted Special Servicing Practices, as applicable, and
applicable Law.
"Interest Accrual Period": With respect to any Payment Date and any
Class of Bonds (other than the Class S, Class X, Class F, Class G and Class H
Bonds), the period from the immediately preceding Payment Date (or with respect
to the initial Payment Date, from the Closing Date) to and including the day
immediately preceding the applicable Payment Date. The Interest Accrual Period
for the Class F and Class G Bonds (and for the Class S and Class X Bonds with
respect to Shortfall Amounts) on each Payment Date will be the calendar month
preceding the month in which such Payment Date occurs. The Class S, Class X and
Class H Bonds do not have Interest Accrual Periods and will not accrue interest
(other than with respect to Class S Shortfalls and Class X Shortfalls, as
applicable).
"Interest Rate Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Mortgage Interest Rate is
subject to adjustment pursuant to the related Mortgage Note.
"Interested Person": As of any date of determination with respect to
any Mortgage Loan, the Mortgagor, the Mortgage Loan Seller, the Loan Originator,
the Issuer, the Indenture Trustee, the Fiscal Agent, the Owner Trustee, the
Special Servicer, any Independent Contractor engaged by the Special Servicer, or
the Master Servicer.
"Investment Company Act": The Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"IRS": The Internal Revenue Service, or any successor thereto.
"Issuer": ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware
business trust established pursuant to the Deposit Trust Agreement, and its
successors in interest.
"Issuer Default": Any occurrence which is, or with notice or the
lapse of time or both would become, an Issuer Event of Default.
"Issuer's Equity": The right of the Ownership Certificateholder or
its designee to (i) receive all payments on and proceeds of the Collateral not
otherwise allocable to pay interest, principal or other amounts due on the Bonds
in accordance with their terms or expenses of the Trust Estate, and (ii) to have
the remaining Collateral returned to it after the Indenture is satisfied and
discharged.
"Issuer Event of Default": As defined in Section 5.01 of the
Indenture.
"Issuer Request" or "Issuer Order": A written request or order
signed in the name of the Issuer by an Authorized Officer of the Owner Trustee
and delivered to the Indenture Trustee.
"Law": Any judgment, order, decree, writ, injunction, award,
statute, rule, regulation or requirement of any federal, state, local or other
agency, commission, instrumentality, tribunal, governmental authority,
arbitrator or court having or asserting jurisdiction over any particular Person,
property or matter applicable to such particular Person, property or matter.
"LIBOR": With respect to any Payment Date, the per annum rate for
U.S. Dollar deposits determined in accordance with Section 1.03 of the
Indenture.
"LIBOR Business Day": Any day other than (i) Saturday or a Sunday or
(ii) a day on which banking institutions in the cities of Chicago, Illinois, New
York, New York, or London, England are required or authorized by Law to be
closed.
"LIBOR Deficiency Amount": To the extent that the Bond Interest Rate
on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D or Class E
Bonds for any Payment Date is determined to be the Weighted Average Remittance
Rate, the excess with respect to such Payment Date of (i) the amount of interest
that would have been payable on such Bonds at the Bond LIBOR Rate for such Class
of Bonds and such Payment Date, over (ii) the amount of interest that is payable
on such Class of Bonds at the Weighted Average Remittance Rate for such Payment
Date.
"LIBOR Rate Adjustment Date": As defined in Section 1.03 of the
Indenture.
"Liquidation Event": With respect to any Mortgage Loan or Specially
Serviced 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 or Specially Serviced Mortgage Loan; (iii) such Mortgage Loan is
repurchased by the Mortgage Loan Seller pursuant to Sections 2.05 or 3.01(d) of
the Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is repurchased by
the Loan Originator pursuant to Section 3 of the Warranty Agreement; (v) such
Mortgage Loan is repurchased by the Ownership Certificateholder pursuant to
Section 11.01 of the Indenture; or (vi) such Specially Serviced Mortgage Loan is
purchased (or sold to a third-party) by the Special Servicer pursuant to Section
6.05 of the Servicing Agreement.
"Liquidation Proceeds": Cash (including any Excess Insurance
Proceeds or Excess Condemnation Proceeds, but excluding REO Proceeds) received
in connection with the liquidation of a Mortgage Loan or Specially Serviced
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise.
"Loan Maturity Date": 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.
"Loan Originator": Southern Pacific Bank, a California banking
corporation, and its successors in interest.
"Loss Mortgage Loan": Any Mortgage Loan (i) as to which a
Liquidation Event has occurred, (ii) with respect to which the Master Servicer,
the Indenture Trustee or the Fiscal Agent, as applicable, has determined that an
Advance previously made or proposed to be made is a Nonrecoverable Advance, or
(iii) with respect to which a Deficient Valuation has been made or a portion of
the principal balance thereof has been otherwise permanently forgiven, by
modification or otherwise.
"MAI Appraisal": Any appraisal prepared by an Independent member of
the Appraisal Institute (who has five years' experience with property types
comparable to the property type of the related Mortgaged Property and in the
jurisdiction in which the related Mortgaged Property is located) required
pursuant to Section 6.13 of the Servicing Agreement.
"Margin": With respect to the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D and Class E Bonds, the percentages set forth below:
Class Margin
----- ------
A-1 0.28%
A-2 0.42%
A-3 0.60%
B 0.88%
C 1.55%
D 2.00%
E 2.35%
"Master Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, and its successors in interest, or any
successor servicer appointed as such as provided in the Servicing Agreement.
"Master Servicing Duties": The duties and obligations of the Master
Servicer under the Servicing Agreement.
"Master Servicer Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Master Servicing Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Master Servicer Fee
includes the fee payable to the Primary Servicer.
"Master Servicing Fee Rate": A fee rate of 0.30%.
"Maturity": With respect to any Bond, the date, if any, as of which
the principal of and interest on such Bond (or in the case of the Class S and
Class X Bonds, the final Class S Scheduled Payment and Class X Scheduled
Payment, respectively, or the Class S Early Termination Amount and Class X Early
Termination Amount, respectively) has become due and payable as provided in the
Indenture, whether at the Stated Maturity Date, if any, by declaration of
acceleration or otherwise.
"Maximum Offered Bond Rate": With respect to any Offered Bond (other
than the Class S Bonds), 14.00% per annum.
"Monitoring Bondholder": Each Holder (or Bond Owner, if applicable)
of a Bond of a Monitoring Class as certified to the Indenture Trustee from time
to time by such Holder or Bond Owner.
"Monitoring Class": As defined in Section 11.01(c) of the
Servicing Agreement.
"Monthly Payment": The amount due in respect of any Mortgage Loan on
any related Due Date, equal to the amount of the monthly payment that is
scheduled to be due in respect thereof on such date in accordance with the terms
of such Mortgage Loan in effect on the Closing Date (including any adjustments
made from time to time after the Closing Date to the Mortgage Interest Rate in
accordance with such terms), and assuming that each prior Monthly Payment has
been made in a timely manner.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note, including the assignment of leases and rents related
thereto.
"Mortgage Collateral": As used with respect to the Bonds, the
Pledged Mortgage Loans plus all payments thereon after the Cut-Off Date
(excluding Prepayment Premiums collected on such Mortgage Loans), together with
the related Mortgage Loan Files and Servicing Files and the Issuer's interest in
any Mortgaged Property that secured any Mortgage Loan but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date.
"Mortgage Interest Rate": With respect to any Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan in accordance with
the terms of the related Mortgage Note.
"Mortgage Loan": Each of the mortgage loans which has been Granted
as Collateral pursuant to the Indenture and accepted by the Indenture Trustee
pursuant to Section 13.01 of the Indenture and from time to time held by the
Indenture Trustee on behalf of the Bondholders, the Mortgage Loans so held
pursuant to Section 13.01 of the Indenture being identified on the Mortgage Loan
Schedule (including, any successor REO Mortgage Loan). As used in this
definition, the term "mortgage loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage Loan
File but does not include the right to any Prepayment Premiums remitted by a
Mortgagor with respect to a Mortgage Loan, which Prepayment Premiums shall be
the property of the Mortgage Loan Seller.
"Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, each document or instrument set forth in clauses
(i)-(viii) of the definition of Mortgage Loan File, any collateral assignments
of property management agreements and other services agreements required by the
applicable commitment and other loan documents and all assumption, modification,
consolidation, substitution and extension agreements, any physical assessment
report of the Mortgaged Property, all surveys, all insurance policies, any
environmental site assessment of the Mortgaged Property, any lease subordination
agreements and tenant estoppels, any borrower's counsel opinions and other
agreements, if any, pertaining to such Mortgage Loan.
"Mortgage Loan File": With respect to any Pledged Mortgage Loan,
collectively, the following documents:
(i) the original executed Mortgage Note (or, if accompanied by a
"lost note" affidavit, a copy thereof), endorsed by the
Mortgage Loan Seller or the prior holder of record, in blank
or as follows: "Pay to the order of LaSalle National Bank, as
indenture trustee for the registered holders of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1, without recourse";
(ii) an original of the Mortgage and of any intervening assignments
thereof that precede the assignment referred to in clause (iv)
of this definition, with evidence of recording indicated
thereon (unless such document has not yet been returned from
the applicable recording office, in which case a certified
copy of such document as submitted for recording);
(iii) an original of any related Assignment of Leases and Rents (if
such item is a document separate from the Mortgage) and of any
intervening assignments thereof that precede the assignment
referred to in clause (v) of this definition, with evidence of
recording indicated thereon (unless such document has not yet
been returned from the applicable recording office, in which
case a certified copy of such document as submitted for
recording);
(iv) an original Assignment of Mortgage, executed by the Mortgage
Loan Seller or the prior holder of record, in blank or to the
order of the Indenture Trustee, with the assignment to the
Indenture Trustee in the following form: "LaSalle National
Bank, as indenture trustee for the registered holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1," in recordable form;
(v) an original assignment of any related Assignment of Leases and
Rents (if such item is a document separate from the Mortgage),
executed by the Mortgage Loan Seller or the prior holder of
record, in blank or to the order of the Indenture Trustee,
with the assignment to the Indenture Trustee in the following
form: "LaSalle National Bank, as indenture trustee for the
registered holders of ICCMAC Multifamily and Commercial Trust
1999-1, Collateralized Mortgage Bonds, Series 1999-1," in
recordable form;
(vi) originals or certified copies of all assumption, modification,
consolidation, substitution and extension agreements in those
instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified or the Mortgage or Mortgage
Note has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Pledged Mortgage Loan, or, if such policy has not been
issued, an irrevocable, binding commitment to issue such title
insurance policy, or, with respect to each related Mortgage
Loan for which the related Mortgaged Property is located in a
jurisdiction which does not provide for a lender's title
insurance policy, an attorney's opinion of title by an
attorney licensed to practice Law in the jurisdiction where
the related Mortgaged Property is located;
(viii)either (A) the originals of all intervening assignments
(other than the assignments set forth above), if any,
including warehousing assignments, with evidence of recording
thereon, (B) copies of such assignments certified by a title
company, if any, or escrow company to be true and complete
copies thereof where the originals have been transmitted for
recording until such time as the originals are returned by the
public recording office, or (C) copies of such assignments
certified by the public recording offices where such
assignments were recorded to be true and complete copies
thereof in those instances where the public recording offices
retain the original or where the original recorded assignments
are lost; and
(ix) any escrow, guarantee and environmental liability agreement.
provided, that whenever the term "Mortgage Loan File" is used to refer to
documents actually received by the Indenture Trustee or by a Custodian on its
behalf, such term shall not be deemed to include such documents required to be
included therein unless they are actually so received, and with respect to any
receipt or certification by the Indenture Trustee or the Custodian for documents
described in clause (vi) of this definition, shall be deemed to include only
such documents to the extent a Responsible Officer of the Indenture Trustee or
Custodian has actual knowledge of their existence.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of February 1, 1999, between the Mortgage Loan Seller and
the Depositor regarding the sale, transfer and assignment of the Mortgage Loans
to the Depositor, a copy of which is attached to the Indenture as Exhibit F.
"Mortgage Loan Schedule": The list of Mortgage Loans sold by the
Mortgage Loan Seller to the Depositor pursuant to the Mortgage Loan Purchase
Agreement which were simultaneously transferred to the Issuer pursuant to the
Deposit Trust Agreement and pledged by the Issuer to the Indenture Trustee and
granted as Collateral to secure the Bonds pursuant to the Indenture. Such list
is attached to the Servicing Agreement as Exhibit A, to the Indenture as
Schedule I, and to the Mortgage Loan Purchase Agreement as Exhibit A.
"Mortgage Loan Seller": Imperial Credit Commercial Mortgage
Investment Corp., a Maryland corporation, and its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgaged Property": The underlying property (including any REO
Property) that secures a Mortgage Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property, fixtures, leases and other
property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"New Lease": Any lease of an REO Property entered into at the
direction of the Special Servicer on behalf of the Issuer, including any lease
renewed, modified or extended on behalf of the Issuer, if the Issuer has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made by the Master Servicer, the Special Servicer, the Indenture Trustee or
the Fiscal Agent, in respect of a Mortgage Loan which together with interest
thereon, in the reasonable good faith judgment of the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, will
not, or, in the case of a proposed Advance, would not, together with interest at
the Advance Rate thereon, be ultimately recoverable by the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, from
net proceeds and collections received solely with respect to such Mortgage Loan
or the related Mortgaged Property, including related Excess Insurance Proceeds,
Liquidation Proceeds, REO Proceeds, Excess Condemnation Proceeds and escrowed
amounts, which determination shall be set forth in a Nonrecoverable Advance
Certificate filed with the Indenture Trustee. The Indenture Trustee and the
Fiscal Agent may conclusively rely on the determination of nonrecoverability
made by the Master Servicer or the Special Servicer.
"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer of the Master Servicer, or by a Responsible Officer of the
Indenture Trustee or the Fiscal Agent, as applicable, setting forth the
determination of a Nonrecoverable Advance and the procedures and considerations
of the Master Servicer, the Special Servicer, the Indenture Trustee or the
Fiscal Agent, as applicable, forming the basis of such determination (including
but not limited to copies of information such as related income and expense
statements, any appraisals, rent rolls, occupancy status, property inspections,
and other Servicer inquiries with respect to the value of the related Mortgaged
Property).
"Non-Registered Bond": Any Bond that has not been registered under
the Securities Act. As of the Closing Date, the Non-Registered Bonds are the
Class X, Class F, Class G and Class H Bonds.
"Non-U.S. Person": A person other than a U.S. Person.
"Offered Bonds": Any Class A-1, Class A-2, Class S, Class A-3, Class
B, Class C, Class D or Class E Bond.
"Officer's Certificate": A certificate signed by any one Authorized
Officer of the Person from whom said certificate is required or, in the case of
an Officer's Certificate of the Issuer, a certificate signed by any Authorized
Officer of the Owner Trustee, and, to the extent delivered to the Indenture
Trustee, complying with the applicable requirements of Section 14.01 of the
Indenture. Unless otherwise specified, any reference in the Indenture to an
Officer's Certificate shall be to an Officer's Certificate of the Issuer.
"One-Month LIBOR": With respect to any Payment Date, the applicable
one-month LIBOR rate for one-month U.S. dollar deposits, determined as set forth
in Section 1.03 of the Indenture.
"Operative Agreements": The Indenture, the Servicing Agreement, the
Primary Servicing Agreement, the Deposit Trust Agreement, the Holding Trust
Agreement, the Administration Agreement, the Mortgage Loan Purchase Agreement
and the Warranty Agreement.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Issuer, the Depositor, the Mortgage Loan
Seller, the Master Servicer, or Special Servicer (if required to be delivered
under any of the Operative Agreements, then acceptable and delivered to the
Indenture Trustee), except that any opinion of counsel relating to (i) federal
income taxation matters, (ii) the resignation of the Master Servicer or the
Special Servicer pursuant to Section 3.11 of the Servicing Agreement, or (iii)
any actions or duties which cannot be undertaken or are no longer permitted
under applicable Law, must be an opinion of counsel who is Independent.
"Outstanding": Shall mean, as of any date of determination, all
Bonds theretofore authenticated and delivered under the Indenture, except:
(i) Bonds theretofore canceled by the Bond Registrar or delivered to
the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any other Paying Agent (other than the
Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee or any
other Paying Agent, has been made; and
(iii)Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture, other than
any such Bonds in respect of which there shall have been
presented to the Bond Registrar proof satisfactory to it that
such Bonds are held by a bona fide purchaser in whose hands such
Bonds are valid obligations of the Issuer;
provided, however, that in determining whether the Holders of Bonds with the
requisite aggregate Bond Principal Amount, or representing the requisite
percentage of Voting Rights, have given any request, demand, authorization,
vote, direction, notice, consent or waiver hereunder, except as otherwise
expressly provided herein, Bonds owned by the Issuer, any other obligor on Bonds
or the Depositor (each of the foregoing Persons, solely for purposes of this
definition, an "Interested Person") or by any Affiliate of an Interested Person
shall be disregarded and deemed not to be Outstanding (unless any such Person or
Persons owns all the Bonds), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which the Bond
Registrar knows to be so owned shall be so disregarded, and also except that
Bonds so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Bond Registrar
in its sole discretion the pledgee's right to act with respect to such Bonds and
that the pledgee is not an Interested Person or any Affiliate of an Interested
Person.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, or its successors in interest, in its capacity as trustee under the
Deposit Trust Agreement.
"Owner Trustee Calculation Fee Rate" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $4,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Owner Trustee Fee": An annual fee of $4,000.00, payable monthly on
each Payment Date, plus any additional fees and expenses payable to the Owner
Trustee, as set forth in the written Fee and Indemnity Agreement among the Owner
Trustee, the Mortgage Loan Seller and the Depositor.
"Owner Trustee's Agent": Any agent or attorney of the Owner Trustee
appointed by the Owner Trustee to execute one or more of the trusts or powers
hereunder.
"Owner Trustee's Office": The principal corporate trust office of
the Owner Trustee at which, at any particular time, its corporate trust business
is administered, which office at the Closing Date is located at the address of
the Owner Trustee set forth in Section 13.4 of the Deposit Trust Agreement.
"Ownership Certificate": The certificate which represents 100% of
the Issuer's Equity, with an "Ownership Certificate" designation on the face
thereof, executed and authenticated by the Owner Trustee and substantially in
the form of Exhibit A attached to the Deposit Trust Agreement.
"Ownership Certificateholder": With respect to the Ownership
Certificate, the Person in whose name the Ownership Certificate is registered on
the Ownership Certificate Register. Initially, the Holding Trust shall be the
Ownership Certificateholder.
"Ownership Interest": As to any Bond, any ownership or security
interest in such Bond as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for a Paying Agent specified in Section 3.03 of the
Indenture and is authorized and appointed pursuant to Section 3.03 of the
Indenture by the Issuer to pay the principal of, or interest on any Bonds on
behalf of the Issuer. The principal office of the initial Paying Agent is
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674.
"Payment Account": The segregated trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 8.01 of the
Indenture.
"Payment Date": The 25th day of each month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in March 1999.
The final Payment Date on any Bond shall occur only after due notice by the
Indenture Trustee and only upon presentation and surrender of such Bond at the
location specified on the notice given by the Indenture Trustee.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.05 of the
Servicing Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to and
without duplication, payment or reimbursement of interest thereon at the Advance
Rate from and including the date of the making of such P&I Advance through and
including the date of payment or reimbursement.
"Percentage Interest": With respect to any Bond, the portion of the
relevant Class evidenced by such Bond, expressed as a percentage, the numerator
of which is the initial Bond Principal Amount of such Bond as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
initial aggregate Bond Principal Amount of the relevant Class.
"Permitted Investments": Any one or more of the obligations and
securities listed below that provide for a date of maturity of not more than 30
days but in any event not later than the date prior to the date such funds will
be required to be available for distribution:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by
the full faith and credit of the United States of America;
(ii) federal funds, time deposits in, unsecured certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the
Laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, the commercial paper or other short-term
debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) which has the Required Rating and a maturity of
not more than 365 days;
(iii)commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 270 days after the date of issuance thereof) that has the
Required Rating for short-term debt;
(iv) repurchase obligations with respect to any security described in
clause (i) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards
described in clause (ii) above and having maturities of not more
than 365 days;
(v) units of taxable money market funds, which funds seek to maintain
a constant asset value and have been rated "AAAm" or "AAAmg" by
Standard & Poor's, and by any other Rating Agency in its highest
rating category, or which have been designated in writing by each
Rating Agency as Permitted Investments for purposes of this
definition; and
(vi) any other obligation or security acceptable to each Rating
Agency, as confirmed in writing that would not result in a
downgrading, qualification or withdrawal of the ratings then
assigned to the Bonds;
provided, however, that no such instrument shall be a Permitted Investment if
(v) such instrument evidences a right to receive either (A) only interest
payments with respect to the obligations underlying such instrument or (B) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations; (w) its terms do not have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change; (x) to the extent rated, an "r" highlighter is affixed to its rating;
(y) to the extent the related interest rate is variable, interest thereon is not
tied to a single interest rate index plus a single fixed spread (if any), or
does not move proportionately with that index; or (z) such instrument is
purchased at a premium over par.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability corporation, limited liability company, limited liability partnership,
or government or any agency or political subdivision thereof.
"Phase I Environmental Report": A report similar in form and
substance to a "phase I" report, as described in, and meeting the criteria of,
(i) Chapter 5 of the Federal National Mortgage Association Multifamily Guide or
any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"Plan": Any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code.
"Pledged Account": Any account, including the Collection Account and
the Payment Account, Granted as security for the Bonds.
"Pledged Mortgage Loan": Any one of the Mortgage Loans pledged to
the Indenture Trustee by the Issuer pursuant to the granting clause of the
Indenture, that from time to time are held as a part of the Trust Estate and as
are more fully described on Schedule I of the Indenture.
"Predecessor Bond": With respect to any Bond and Class, every
previous Bond and Class evidencing all or a portion of the same debt as that
evidenced by such Bond; for the purpose of this definition, any Bond
authenticated and delivered under Section 2.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Bond of the same Class shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Bond.
"Prepayment Interest Excess": With respect to any Payment Date, for
each Mortgage Loan that was subject to a Principal Prepayment in full or in part
after the Due Date occurring in the related Collection Period, the amount of
interest accrued at the Remittance Rate for such Mortgage Loan on the amount of
such Principal Prepayment during the period from and after such Due Date, to the
extent collected.
"Prepayment Interest Shortfall": With respect to any Payment Date,
for each Non-Specially Serviced Mortgage Loan that was subject to a Principal
Prepayment in full or in part prior to the Due Date occurring in the related
Collection Period, the amount of interest that would have accrued at the
Remittance Rate (but without subtracting the Indenture Trustee Fee from the
calculation thereof) for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or payable,
as set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment. The right to receive Prepayment Premiums shall be retained
by the Mortgage Loan Seller.
"Primary Servicer": Initially, Southern Pacific Bank, pursuant to
the Primary Servicing Agreement.
"Primary Servicing Agreement": The Primary Servicing Agreement,
dated as of February 1, 1999, between the Master Servicer and the Primary
Servicer regarding the initial primary servicing of the Mortgage Loans (except
for Specially Serviced Mortgage Loans) by the Primary Servicer, and any
amendments or supplements thereto.
"Prime Rate": As of any day, the per annum rate reported as the
"Prime Rate" in The Wall Street Journal on the immediately preceding Business
Day.
"Principal Payment Amount": With respect to any Payment Date, the
aggregate of the following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) due, and any Assumed Monthly Payments deemed
due, as the case may be, in respect of the Mortgage Loans for
their respective Due Dates occurring during the related
Collection Period, to the extent such Monthly Payments or Assumed
Monthly Payments, as applicable, are received during such
Collection Period or a P&I Advance is made with respect to such
Monthly Payments or Assumed Monthly Payments prior to such
Payment Date;
(ii) all payments (including Principal Prepayments and Balloon
Payments, but excluding Prepayment Premiums) and other
collections (including Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds) that were received on or in
respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master
Servicer or Special Servicer, as applicable, as recoveries of
principal thereof, in each case net of any portion of such
payment or other collection that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Monthly
Payment deemed due, in respect of the related Mortgage Loan on a
Due Date during or prior to the related Collection Period and not
previously recovered; and
(iii)if such Payment Date is subsequent to the initial Payment Date,
the excess, if any, of (A) the Principal Payment Amount for the
immediately preceding Payment Date, over (B) the aggregate
payments of principal made in respect of the Bonds on such
immediately preceding Payment Date.
"Principal Prepayment": Any payment or other recovery of principal
on a Mortgage Loan that is received in advance of its scheduled Due Date which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Private Bonds": The Class X, Class F, Class G and Class H Bonds.
"Proceeding": Any suit in equity, action at Law or other judicial or
administrative proceeding.
"Property Protection Advance": Any expenses identified in the
Servicing Agreement as Property Protection Expenses which are required to be
advanced by the Master Servicer, or by the Special Servicer, consistent with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, or by the Indenture Trustee or the Fiscal Agent, to the extent the
Master Servicer or the Special Servicer fails to make such advances.
"Property Protection Expenses": The following costs and expenses,
but, with respect to items (ii) through (xiii) below, only to the extent that
they are paid to third persons in arms' length arrangements, which may, to the
extent expressly approved in the related Asset Strategy Report as to the Special
Servicer, be Affiliates, who are generally in the business of providing such
goods and services and that such expenses are reasonable for the types of goods
or services provided in the geographical area in which such goods or services
are provided: (i) real estate taxes, assessments and similar charges; (ii)
premiums for insurance; (iii) utility costs; (iv) payments required under
service contracts, including but not limited to service contracts for heating,
ventilation and air conditioning systems, elevators, landscape maintenance, pest
extermination, security, model furniture, swimming pool service, trash removal,
answering service, credit checks and monitoring the satisfaction of real estate
tax assessments and the designation from time to time of special flood hazard
areas; (v) payroll costs and benefits for on-site maintenance personnel,
including but not limited to housekeeping employees, porters and general
maintenance and security employees; (vi) property management fees; (vii) usual
and customary leasing and sales brokerage expenses and commissions and other
costs and expenses associated with marketing, selling or otherwise disposing of
Specially Serviced Mortgage Loans or REO Properties including, without
limitation, marketing brochures, auction services, reasonable legal fees,
surveys, title insurance premiums and other title company costs; (viii) permits,
licenses and registration fees and costs; (ix) any expense necessary in order to
prevent or cure a breach under a lease, contract or agreement, if the
consequences of failure to prevent or cure could, in the sole judgment of the
Special Servicer, have a material adverse effect with respect to the Mortgage
Loan, REO Property or Mortgaged Property; (x) any expense necessary in order to
prevent or cure a material violation of any applicable Law, regulation, code or
ordinance with respect to any Mortgaged Property, including without limitation
any environmental remediation; (xi) costs and expenses of appraisals,
valuations, surveys, inspections, environmental assessments, credit reports, or
market studies (including, in each case, review thereof); (xii) other such
reasonable marketing, legal, accountants expert witness fees and other fees and
expenses incurred by the Special Servicer in connection with the enforcement,
collection, foreclosure, management and operation of Specially Serviced Mortgage
Loans or REO Properties, the bankruptcy of any related Mortgagor, and the
performance of their servicing duties under the Servicing Agreement; and (xiii)
such other expenses as are reasonable and immediately necessary to operate a
Mortgaged Property or REO Property and to protect and maintain the lien of the
Mortgage on such Mortgaged Property or REO Property or to enforce the related
Mortgage Loan Documents.
"Prospectus": The prospectus, dated February 19, 1999 of the
Depositor.
"Prospectus Supplement": The prospectus supplement, dated March 5,
1999 to the Prospectus prepared by the Depositor in connection with the offering
of the Class A-1, Class A-2, Class S, Class A-3, Class B, Class C, Class D and
Class E Bonds.
"PTCE": A "prohibited transaction class exemption", as related to
ERISA.
"Purchase Price": With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the date of purchase, together with (i) all
unpaid accrued interest thereon at the Mortgage Interest Rate on such Mortgage
Loan from the date as to which interest was last paid by the related Mortgagor
to the Due Date in the Collection Period in which the relevant repurchase is to
occur, (ii) all related unreimbursed Property Protection Advances, (iii) all
accrued and unpaid interest on related Advances, (iv) any related compensation
payable to the Special Servicer, and (v) any expense arising out of the
enforcement of the repurchase obligation and any costs associated with such
repurchase.
"QIB": A "qualified institutional buyer" within the meaning of Rule
144A.
"QRS": A "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.
"Qualified Insurer": An insurance company:
(i) duly qualified as such under the Laws of the state in which the
related Mortgaged Property is located;
(ii) duly authorized and, if required, licensed in such state to
transact the applicable insurance business and to write the
insurance provided; and
(iii)whose claims paying ability is rated at least "A" by each Rating
Agency (or, if not rated by each of the Rating Agencies, rated at
least "A" by Standard & Poor's and any other nationally
recognized statistical rating organization which rates the claims
paying ability of such insurance company.
"Rated Bond": Any of the Class A-1, Class A-2, Class S, Class A-3,
Class B, Class C, Class D, Class E, Class X, Class F, Class G and Class H Bonds.
"Rating Agency": Each of Standard & Poor's and DCR.
"Real Estate Loan Purchase and Sale Agreements": Collectively, those
four individual Agreements for Purchase and Sale of Real Estate Loans, dated as
of October 1, 1997, December 8, 1997, March 27, 1998 and June 30, 1998, each
between the Mortgage Loan Seller and the Loan Originator, whereby the Mortgage
Loan Seller acquired the Mortgage Loans from the Loan Originator.
"Realized Loss": With respect to each Loss Mortgage Loan for which
(A) an event set forth in clause (i) or (ii) of the definition of Loss Mortgage
Loan has occurred, an amount equal to (i) the Stated Principal Balance of the
Loss Mortgage Loan as of the date of such event, plus (ii) interest at the
Remittance Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which such event occurred on
the Stated Principal Balance of such Loss Mortgage Loan outstanding during each
Collection Period that such interest was not paid or advanced, plus (iii) any
unreimbursed Advances and interest accrued and payable thereon at the Advance
Rate, minus (iv) the proceeds, if any, received during the month in which such
event occurred, to the extent applied as recoveries of interest at the
Remittance Rate and to principal of the Mortgage Loan, or (B) an event set forth
in clause (iii) of the definition of Loss Mortgage Loan has occurred, the amount
determined to have been permanently forgiven.
With respect to each Loss Mortgage Loan with respect to which an
Advance previously made has been determined to be a Nonrecoverable Advance an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Mortgage Loan) as of the date of such determination, plus
(ii) interest at the Remittance Rate from the Due Date as to which interest was
last paid or advanced to Bondholders up to the last day of the month in which
such determination was made on the Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon at the Advance Rate, minus (iv) the
proceeds, if any, received during the month in which such determination was
made, to the extent applied as recoveries of interest at the Remittance Rate and
to principal of the Mortgage Loan.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
Realized Losses will not be allocated to reduce the Bond Principal Amounts of
the Bonds.
"Record Date": With respect to any Class of Bonds, the Ownership
Certificate or the Holding Trust Certificate for any Payment Date, the last
Business Day of the month immediately preceding the month in which the related
Payment Date occurs (or, in the case of the first Payment Date, the Closing
Date).
"Redemption Date": The Payment Date specified by the Indenture
Trustee for the redemption of Bonds of any Class pursuant to Section 11.01 of
the Indenture.
"Redemption Price": The greater of (i) the Bond Redemption Amount
and (ii) the aggregate fair market value of the Mortgage Loans and any REO
Properties included in the Trust Estate.
"Registration Statement": The Depositor's Registration Statement on
Form S-3, No. 333-61305, which was filed with the Commission pursuant to the
Securities Act and declared effective on November 20, 1998.
"Registered Bond": Any Bond registered under the Securities Act.
"Registered Holder": The Person whose name appears on the Bond
Register on the applicable Record Date.
"REIT": A "real estate investment trust" within the meaning of
Section 856(a) of the Code.
"Remittance Date": With respect to each Payment Date, one Business
Day preceding such Payment Date.
"Remittance Rate": With respect to any Mortgage Loan as of any
Payment Date, the per annum rate equal to the excess of the related Mortgage
Interest Rate (without giving effect to any modification, waiver, or amendment
or other reduction thereof following the Cut-Off Date) after giving effect to
the Master Servicer Fee and the Indenture Trustee Fee on the Mortgage Loans as
of the Due Date in the month preceding the month in which such Payment Date
occurs.
"Remittance Report": The report prepared pursuant to Section 4.09(a)
of the Servicing Agreement.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The trust account or accounts created and maintained
by the Master Servicer pursuant to Section 6.06 of the Servicing Agreement which
shall be entitled "Banc One Mortgage Capital Markets, LLC, in trust for LaSalle
National Bank, as Indenture Trustee, in trust for Holders of ICCMAC Multifamily
and Commercial Trust 1999-1, Collateralized Mortgage Bond Series 1999-1, REO
Account" and which must be an Eligible Account.
"REO Account Report": The report prepared pursuant to Section
6.08(b) of the Servicing Agreement.
"REO Acquisition": The acquisition by the Special Servicer on behalf
of the Issuer for the benefit of the Bondholders of any Mortgaged Property.
"REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Special Servicer on behalf of the
Issuer through foreclosure or by deed in lieu of foreclosure, or otherwise in
connection with a defaulted Mortgage Loan, until the Special Servicer has
determined that all amounts that it reasonably expects to recover from or on
account of such Mortgage Loan have been recovered, whether from Excess
Condemnation Proceeds, Excess Insurance Proceeds, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or otherwise (in which
case such Mortgage Loan shall no longer be an REO Mortgage Loan).
"REO Proceeds": Proceeds received in respect of any REO Property
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Issuer and is part of the Trust Estate securing the
Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in
connection with a defaulted Mortgage Loan.
"Representative": J.P. Morgan Securities Inc., acting on behalf of
the several Underwriters pursuant to the Underwriting Agreement.
"Request for Release and Receipt of Documents": A written Request
for Release and Receipt of Documents, substantially in the form of Exhibit B to
the Servicing Agreement.
"Required Rating": For purposes of the definition of "Permitted
Investments" the following ratings:
(a) with respect to commercial paper, short-term debt obligations or
other short-term deposits, the highest short-term rating category of each Rating
Agency (or, if such obligations are not rated by DCR, any two nationally
recognized statistical rating organizations, which shall include Standard &
Poor's and any other rating agency which rates such obligations or deposits; or
(b) with respect to long-term debt obligations, the highest
long-term rating category of each Rating Agency (or, if such obligations are not
rated by DCR, any two nationally recognized statistical rating organizations,
which shall include Standard & Poor's and any other rating agency which rates
such obligations or deposits.
"Resolution": A copy of a resolution certified by an Authorized
Officer of the Owner Trustee to have been duly adopted by the Owner Trustee and
to be in full force and effect on the date of such certification.
"Responsible Officer": As used with respect to the Indenture Trustee
or the Fiscal Agent, any officer assigned to and working in its Asset Backed
Securities Trust Services Group with direct responsibility for the
administration of the Servicing Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
As used with respect to the Owner Trustee, any officer of the Owner
Trustee assigned to the Owner Trustee's Office with direct responsibility for
the administration of the Owner Trust Agreement and also, with respect to a
particular matter, any officer of the Owner Trustee employed within the Owner
Trustee's Office, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Responsible Officer,
such an officer whose name appears on a list of corporate trust officers
furnished to the Depositor and the Indenture Trustee by the Owner Trustee, as
such list may from time to time be amended.
As used with respect to the Holding Trustee, any officer of the
Holding Trustee assigned to the Holding Trustee's Office with direct
responsibility for the administration of the Holding Trust Agreement and also,
with respect to a particular matter, any officer of the Holding Trustee employed
within the Holding Trustee's Office, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, and, in the case of any certification required to be signed
by a Responsible Officer, such an officer whose name appears on a list of
corporate trust officers furnished to the Trustor by the Holding Trustee, as
such list may from time to time be amended.
"Retained Public Bonds": The Class D and Class E Bonds.
"Rule 144A": Rule 144A under the Securities Act.
"Scheduled Payments": Any of the Class S Scheduled Payments and the
Class X Scheduled Payments, as applicable.
"Securities Act": The Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.
"Servicer": The Master Servicer or the Special Servicer, as
applicable.
"Servicer Event of Default": One or more of the events described
in Section 9.01 of the Servicing Agreement.
"Servicing Agreement": The Servicing Agreement dated as of February
1, 1999, among the Issuer, the Indenture Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, and any amendments or supplements thereto.
"Servicing Expense": Any fees, expenses or advances payable or
reimbursable to the Master Servicer or the Special Servicer under the Servicing
Agreement or otherwise in connection with the servicing and administration of
the Mortgage Collateral thereunder.
"Servicing Fee": With respect to any Mortgage Loan and (a) the
Master Servicer, the Master Servicer Fee; or (b) the Special Servicer, the
Special Servicing Fee, as applicable.
"Servicing Files": With respect to any Mortgage Loan:
(i) each related appraisal;
(ii) any related physical assessment report;
(iii)any related Environmental Site Assessment;
(iv) each related Insurance Policy required by the terms of the
Mortgage Loan Documents together with proof of payment of
premiums relating thereto; and
(v) any and all documents in the possession of the Mortgage Loan
Seller or any Affiliate or agent thereof generated or obtained in
connection with the origination or servicing of such Mortgage
Loan (other than any document included in the definition of
"Mortgage Loan File").
"Servicing Officer": With respect to any Servicer, any Assistant
Treasurer, Assistant Secretary, Assistant Vice President, Vice President or
other employee of such Servicer or its general partner, if applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans
under the Servicing Agreement and authorized to act on behalf of such Servicer,
as designated by inclusion on a list of such Persons furnished to the Indenture
Trustee and each other Servicer by the related Servicer, as such list may from
time to time be amended by the related Servicer.
"Servicing Transfer Date": The date after (i) the occurrence of a
Servicing Transfer Event and (ii) the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
6.02(c) of the Servicing Agreement.
"Servicing Transfer Event": The occurrence of any of the following
with respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or order
for such proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment, occurred
which is not reasonably susceptible of cure within the time periods and on the
terms and conditions, if any, provided in the related Mortgage; (vii) the
related Mortgaged Property becomes REO Property; (viii) if for any reason, the
Master Servicer cannot enter into an assumption agreement upon the transfer by
the related Mortgagor of the Mortgage; or (ix) an event has occurred which, in
the reasonable judgment of the Master Servicer, has or will materially and
adversely affect the value of the Mortgaged Property.
"Shortfall Amount": Any Class S Shortfall or Class X Shortfall,
as applicable.
"Special Servicer's Appraisal Reduction Estimate": Any estimate of
the value of a Mortgaged Property prepared by the Special Servicer as required
by Section 6.13(a) of the Servicing Agreement.
"Special Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, or its successors in interest or any
successor special servicer appointed as such as provided in the Servicing
Agreement.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Payment Date, an amount equal to one-twelfth of the
product of (a) the Special Servicing Fee Rate and (b) the Stated Principal
Balance of each Specially Serviced Mortgage Loan or REO Mortgage Loan as of the
Due Date in the preceding calendar month, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Special Servicing Fee Rate": A fee rate of 0.45%.
"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect
to which a Servicing Transfer Event has occurred and which has not ceased to be
a Specially Serviced Mortgage Loan pursuant to Section 6.10 of the Servicing
Agreement.
"Specially Serviced Mortgage Loan Status Report": With respect to
any Mortgage Loan, shall have the meaning set forth in Section 6.08 of the
Servicing Agreement.
"Standard & Poor's": Standard & Poor's Rating Services, a division
of the McGraw-Hill Companies, Inc. or its successor in interest.
"State": Any one of the 50 states of the United States of America,
or the District of Columbia.
"Stated Maturity Date": June 1, 2030, which is the Payment Date
occurring two years after the scheduled Loan Maturity Date of the latest
maturing Mortgage Loan.
"Stated Principal Balance": With respect to any Mortgage Loan
(other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (x) the related Cut-Off Date Balance, minus (y) the sum, without
duplication, of:
(i) the principal portion of each Monthly Payment and Balloon Payment
due on such Mortgage Loan after the Cut-Off Date, to the extent
received from the Mortgagor or advanced by the Master Servicer,
Indenture Trustee or Fiscal Agent (in the case of any delinquent
Monthly Payment) and distributed to Bondholders prior to such
date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-Off Date, to the extent distributed to
Bondholders prior to such date of determination.
(iii)the principal portion of all Insurance Proceeds and Liquidation
Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date, to the extent distributed to Bondholders prior to
such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred
prior to the end of the Collection Period for the most recent
Payment Date.
With respect to any REO Mortgage Loan, as of any date of determination, an
amount (not less than zero) equal to (x) the Stated Principal Balance of the
related Mortgage Loan as of the date of the related REO Acquisition, minus (y)
the sum of:
(i) the principal portion of each P&I Advance made with respect to
such REO Mortgage Loan that was distributed to Bondholders prior
to such date of determination; and
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds received with respect to such REO
Mortgage Loan, to the extent distributed to Bondholders prior to
such date of determination.
A Mortgage Loan shall be deemed to be owned by the Issuer and pledged as
Collateral to secure the Bonds and to have an outstanding Stated Principal
Balance through and including the Payment Date on which the proceeds, if any,
received in connection with a Liquidation Event in respect thereof are to be
distributed to Bondholders.
"Successor Person": As defined in Section 3.13(a) of the Indenture.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a Bond.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Bond.
"Transferor": Any Person who is Transferring any Ownership Interest
in a Bond.
"Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer or a Trust Estate) of the United States
Department of the Treasury.
"Trust": The Issuer.
"Trust Estate": The corpus of the Trust created by the Depositor as
of the Closing Date and to be administered pursuant to the Deposit Trust
Agreement, consisting of all of the Issuer's right, title and interest in and to
any and all benefits accruing to the Issuer from: (a) the Mortgage Loans listed
in the Mortgage Loan Schedule annexed to the Indenture as Schedule I, and all
payments thereon after the Cut-Off Date (excluding the right to receive
Prepayment Premiums with respect to the Mortgage Loans), together with the
related Mortgage Loan Files and Servicing Files and the Issuer's interest in any
Mortgaged Property that secured any such Mortgage Loan, but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date;
(b) the rights of the Issuer to enforce remedies against the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement, against the Administrator under the Administration
Agreement, against the Depositor under the Deposit Trust Agreement and, as
assignee of the Depositor, against the Mortgage Loan Seller under the Mortgage
Loan Purchase Agreement or the Loan Originator under the Warranty Agreement; (c)
the Payment Account; (d) the Collection Account; (e) all present and future
claims, demands, causes and choses in action in respect of the foregoing,
including the rights of the Issuer under the Pledged Mortgage Loans; and (f) all
proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"Trustor": The Mortgage Loan Seller, solely in its capacity as the
trustor of the Holding Trust created pursuant to the Holding Trust Agreement.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana or the Commonwealth of Puerto Rico,
the comparable provisions of Louisiana or Puerto Rico Law, as applicable.
"Unaffiliated Party": With respect to any Person, any Person other
than an Affiliate.
"Underwriters": J.P. Morgan Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC (an Affiliate of the Depositor and the
Mortgage Loan Seller).
"Underwriting Agreement": A certain underwriting agreement, dated
March 5, 1999, among the several Underwriters, as purchasers of the Underwritten
Bonds, the Depositor and the Mortgage Loan Seller.
"Underwritten Bonds": The Class A-1, Class A-2, Class S, Class A-3,
Class B and Class C Bonds.
"Uniform Commercial Code" or "UCC": The Uniform Commercial Code as
in effect in any applicable jurisdiction, as amended from time to time.
"U.S. Person": 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 as of
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Bonds which is assigned to any Class of Bond as of the date of determination.
The voting rights shall be (i) (A) 2.0% in the case of the Class S Bonds,
provided that the Voting Rights of the Class S Bonds shall be reduced to zero
upon the payment in full of all the Class S Scheduled Payments and any unpaid
Class S Shortfalls and accrued interest thereon (B) 1.0% in the case of the
Class X Bonds, provided that the Voting Rights of the Class X Bonds will be
reduced to zero upon the payment in full of all the Class X Scheduled Payments
and any unpaid Class X Shortfalls and accrued interest thereon (as used in this
definition, the sum of such percentages from time to time, is referred to as the
"Fixed Voting Rights Percentage"); and (ii) in the case of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to product of (A) 100% minus the Fixed Voting Rights
Percentage multiplied by (B) a fraction, the numerator of which is equal to the
aggregate Outstanding Bond Principal Amount of any such Class (the Bond
Principal Amount of each of the Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-3 Bonds shall be notionally reduced, in that order
and solely for the purposes of determining the Voting Rights of the related
Class on any such Payment Date to the extent of any Appraisal Reduction Amounts
and Realized Losses notionally allocated to such Class, if applicable, on such
Payment Date) and the denominator of which is equal to the aggregate Outstanding
Bond Principal Amounts of all Classes of Bonds (other than the Class S and Class
X Bonds), which shall be reduced solely for this purpose by the aggregate amount
of any Appraisal Reduction Amounts and Realized Losses notionally allocated to
such Classes, if applicable. To the extent that the aggregate of the Appraisal
Reduction Amounts and Realized Losses for any Payment Date exceed the Bond
Principal Amount for any Class, such excess will be applied to notionally reduce
the Bond Principal Amount of the next most subordinate Class of Bonds on such
Payment Date solely for such purpose, provided, however, that no Bond Principal
Amount in respect of any such Class may be notionally reduced below zero. The
Voting Rights of any Class of Bonds shall be allocated among the Bondholders of
such Class in proportion to their respective Percentage Interests.
"Weighted Average Remittance Rate": With respect to any Payment
Date, (i) the rate per annum equal to the weighted average, by Stated Principal
Balance, expressed as a percentage and rounded to eight decimal places, of the
Remittance Rates on the Mortgage Loans prior to giving effect to distributions
thereon in the Collection Period immediately preceding such Payment Date, less
(ii) the Additional Fee Rate; provided that for purposes of calculating the
Weighted Average Remittance Rate, the Mortgage Interest Rates will not reflect
any default interest or increase in a Mortgage Interest Rate occurring after the
related Loan Maturity Date. The Mortgage Interest Rates will also be determined
without regard to any Mortgage Loan modifications, waivers or amendments entered
into after the Cut-Off Date. If a Mortgage Loan accrues interest based on a
360-day year consisting of twelve 30-day months, its interest rate for any month
that is not a 30-day month will be recalculated so that the amount of interest
that would accrue at that rate in such month, calculated based on the actual
number of days elapsed in such month and a 360-day year, will equal the amount
of interest that actually accrues on that Mortgage Loan in that month.
"Workout Fee": The fee payable at the Workout Fee Rate to the
Special Servicer with respect to each Corrected Mortgage Loan.
"Workout Fee Rate": A fee with respect to a Corrected Mortgage Loan
of 1.0% of each collection of interest (other than default interest) and
principal (including Monthly Payments, Principal Prepayments, and Balloon
Payments at the Loan Maturity Date), received on each Corrected Mortgage Loan
for so long as it remains a Corrected Mortgage Loan.
<PAGE>
EXHIBIT A
MORTGAGE LOAN SCHEDULE
<TABLE>
ICCMAC Multifamily and Commercial Trust 1999-1
Collateralized Mortgage Bonds 1999-1
<CAPTION>
Original Cut-Off
Loan Id Property Address City State ZIP Code Balance Date Balance
- --------- ----------------------------------------- ---------------- ------ -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
1630010860 1029 S RECORD AVE LOS ANGELES CA 90023 $175,000 $167,199
1650010884 9863 ALONDRA BLVD BELLFLOWER CA 90706 $208,000 $188,994
1650010970 1514-1516 W MANCHESTER BLVD LOS ANGELES CA 90047 $189,200 $181,507
1650010992 4243-4247 BURNS AVE LOS ANGELES CA 90029 $203,400 $194,572
1650011009 1137 E. 7TH ST. LONG BEACH CA 90813 $185,000 $166,674
1650011176 127 N. CHICAGO STREET LOS ANGELES CA 90033 $157,250 $152,792
1650011307 133-135 1/2 73RD STREET LOS ANGELES CA 90003 $117,000 $111,636
1650011353 1537 PINE AVENUE LONG BEACH CA 90813 $180,000 $174,363
1650012477 3926 DALTON AVENUE LOS ANGELES CA 90062 $157,250 $154,248
1650012536 1746 HAUSER BLVD. LOS ANGELES CA 90019 $166,500 $163,510
1650013002 240-244 WEST OLIVER STREET LOS ANGELES CA 90731 $106,250 $103,843
1650013105 437-441 1/2 WEST 4TH STREET LONG BEACH CA 90802 $116,400 $111,533
1650013429 4005 URSULA AVE LOS ANGELES CA 90008 $322,150 $319,477
1650013432 4238 8TH AVE LOS ANGELES CA 90008 $187,000 $185,446
1650013626 4506-4514 & 1/2 South Normandie Avenue Los Angeles CA 90037 $167,000 $165,782
1700010320 3860 WEST 139TH STREET HAWTHORNE CA 90250 $115,500 $104,052
1700010420 5308 LANKERSHIM BLVD NORTH HOLLYWOOD CA 91601 $85,000 $79,867
1700010464 7494-7501 SANTA MONICA BLVD WEST HOLLYWOOD CA 90046 $175,000 $167,605
1700010497 17326 WOODRUFF AVENUE BELLFLOWER CA 90706 $350,000 $334,559
1720010854 5518-5530 LONG BEACH BLVD LONG BEACH CA 90805 $230,000 $175,882
1720010996 10142-10142 1/2 RIVERSIDE DR NORTH HOLLYWOOD CA 91602 $195,000 $186,334
1720011304 2408-2416 SLAUSON AVENUE LOS ANGELES CA 90043 $142,200 $138,624
1720012241 10300 PRAIRE AVENUE INGLEWOOD CA 90303 $157,250 $152,564
1720012333 2314-2330 SOUTH VERMONT AVENUE LOS ANGELES CA 90007 $275,000 $269,675
1720012709 501 E. 23RD ST. LOS ANGELES CA 90011 $208,250 $197,638
1720012974 118-118 1/2 NORTH MAIN STREET LAKE ELSINORE CA 92530 $71,600 $70,046
2700010913 8583 MELROSE AVENUE WEST HOLLYWOOD CA 90069 $243,750 $237,088
3650011398 427 SOUTH BARRANCA AVE. #1-12 COVINA CA 91723 $230,000 $129,894
3650011409 1042 THE STRAND HERMOSA BEACH CA 90254 $240,000 $157,840
3650011416 5236 KESTER AVE. VAN NUYS CA 91408 $180,000 $84,764
3650011424 1528 PROSPECT AVENUE SAN GABRIEL CA 91776 $92,021 $11,255
3700011598 125 SOUTH MAIN FALLBROOK CA 92028 $300,000 $262,759
3700011892 2155-2187 EAST HUNTINGTON DRIVE DUARTE CA 91010 $800,000 $576,797
3720011393 22200 MAIN STREET CARSON CA 90540 $275,000 $57,421
3720011402 1848 SARATOGA AVENUE SAN JOSE CA 95129 $300,000 $63,502
3720011403 240 G STREET DAVIS CA 95616 $112,000 $42,335
3720011404 619 S. BROOKHURST ST ANAHEIM CA 92804 $270,000 $89,935
3720011405 897 W. EL CAMINO REAL SUNNYMEAD CA 94087 $125,000 $48,403
3720011427 3343-3345 STATE STREET SANTA BARBARA CA 93102 $350,000 $68,080
3720011432 2509 & 2519 N. LAKE AVENUE ALTADENA CA 91107 $125,986 $103,887
3720011612 230 G STREET DAVIS CA 95617 $388,000 $148,012
3720011616 3117 EAST GARVEY AVENUE NORTH WEST COVINA CA 91790 $425,000 $10,175
21630011696 349 N. VECINO DRIVE COVINA CA 91723 $199,500 $194,940
21630012785 526 S. UNION AVE Los Angeles CA 90017 $269,000 $266,652
21630012904 6917 PLASKA AVENUE Huntington Park CA 90255 $133,000 $130,965
21630012928 19136 SHERMAN WAY Reseda CA 91335 $132,300 $120,176
21630012931 707-709 CRENSHAW BLVD. LOS ANGELES CA 90005 $182,000 $178,547
21630012954 10220 S. BROADWAY Los Angeles CA 90003 $156,500 $154,375
21630012959 1113-1119 PACIFIC AVE Long Beach CA 90813 $126,225 $124,298
21630012960 950 NORTH ACACIA AVENUE Compton CA 90220 $165,000 $162,215
21630012972 10227 SOUTH 10TH AVENUE INGLEWOOD CA 90303 $145,000 $142,904
21630012973 10204 TUJUNGA CANYON BLVD. Tujunga CA 91042 $156,000 $153,774
21630012975 6889 LONG BEACH BLVD. Long Beach CA 90805 $385,000 $379,772
21630012976 6867-6877 LONG BEACH BLVD. Long Beach CA 90805 $280,000 $276,197
21630012977 815 GREEN AVENUE Los Angeles CA 90017 $180,320 $177,871
21630012990 1430 CHESTNUT AVE. Long Beach CA 90813 $147,000 $145,004
21630012992 11720 RUNNYMEDE STREET North Hollywood CA 91605 $686,000 $676,417
21630013010 3147-3155 EL SEGUNDO BLVD. Lynwood CA 90262 $620,000 $611,816
21630013027 2422 MALABAR STREET LOS ANGELES CA 90033 $109,900 $108,354
21630013028 401-407 11TH AVENUE Greeley CO 80631 $132,850 $131,018
21630013029 415 S. BOYLE AVE. Los Angeles CA 90033 $221,000 $217,999
21630013030 3600-3602 BELL AVENE Bell CA 90201 $156,000 $153,996
21630013032 12315 BURBANK BLVD. Los Angeles CA 91607 $136,500 $134,547
21630013034 940 ARAPAHOE ST. Los Angeles CA 90006 $385,000 $379,881
21630013037 2923-29 LIBERTY BLVD. SOUTH GATE CA 90280 $152,750 $151,323
21630013045 13633 DOTY AVENE Hawthorne CA 90250 $1,350,000 $1,331,398
21630013048 1617 E. 6TH ST. Long Beach CA 90802 $221,250 $218,263
21630013050 430 GAVIOTA AVENUE Long Beach CA 90802 $285,000 $281,153
21630013063 4906 AUGUST STREET Los Angeles CA 90008 $260,000 $256,454
21630013064 21125 SATICOY ST Canoga Park CA 91304 $711,000 $701,591
21630013068 6812-20 WOODMAN AVE VAN NUYS CA 91405 $240,000 $236,974
21630013070 1040 OHIO AVENUE Long Beach CA 90804 $213,000 $210,124
21630013071 612-620 1/2 SOUTH EASTERN AVENUE Los Angeles CA 90022 $168,000 $165,164
21630013090 4562-4574 E LESTER ST TUCSON AZ 85712 $129,000 $127,349
21630013109 2919 CARMONA AVENUE Los Angeles CA 90016 $146,250 $144,400
21630013111 131 MCCLELLAND STREET Salt Lake City UT 84102 $130,000 $128,265
21630013137 318 E. LOUISE ST. Long Beach CA 90805 $122,500 $119,638
21630013143 1365 NEWPORT AVENUE Long Beach CA 90804 $210,000 $207,208
21630013149 1614 CHERRY AVE. Long Beach CA 90804 $207,750 $205,066
21630013152 1520 LOCUST AVE. Long Beach CA 90813 $100,750 $99,542
21630013164 219 N. AVENUE 51 Los Angeles CA 90042 $924,000 $911,366
21630013185 685 SOUTH CORONADO STREET Los Angeles CA 90057 $219,000 $216,654
21630013186 9173 WOODMAN AVENUE Pacoima CA 91331 $159,250 $157,455
21630013193 938 EAST 6TH STREET Long Beach CA 90802 $165,000 $162,712
21630013195 3276 SOUTH POLK STREET Dallas TX 75224 $178,750 $176,648
21630013204 1419 SOUTH TAMARIND AVENUE Compton CA 90220 $130,000 $122,433
21630013207 413 W. QUEEN ST. Inglewood CA 90301 $155,400 $150,487
21630013216 1250 NORTH H STREET OXNARD CA 93030 $600,000 $593,947
21630013217 3835 WISCONSIN STREET Los Angeles CA 90037 $122,500 $121,036
21630013218 406 N. NORMANDIE AVENUE Los Angeles CA 90004 $164,500 $149,496
21630013222 6122 MESA AVENUE Los Angeles CA 90042 $77,000 $75,976
21630013241 4852 WEST AVENUE L-10 Quartz Hill Area CA 93536 $176,250 $174,143
21630013243 6525 NORTH FULTON AVENUE VAN NUYS CA 91401 $224,700 $221,926
21630013246 2710 W. 141ST. PLACE Gardena CA 90249 $157,750 $155,956
21630013256 10400-10404 S. CRENSHAW BLVD. Inglewood CA 90303 $297,500 $294,149
21630013258 6113 WEST FOUNTAIN AVENUE Los Angeles CA 90028 $352,000 $348,035
21630013263 10029 SEPULVEDA BLVD MISSION HILLS CA 91345 $120,000 $116,976
21630013265 6846 LAUREL CANYON BLVD. North Hollywood CA 91605 $129,500 $125,118
21630013266 14931 ROSCOE BLVD VAN NUYS CA 91402 $787,500 $778,629
21630013272 648 W 92ND ST LOS ANGELES CA 90044 $288,750 $285,483
21630013273 732 W. 76TH STREET Los Angeles CA 90044 $116,250 $114,860
21630013275 1140 S WESTMORELAND AVE Los Angeles CA 90006 $136,500 $134,895
21630013276 169 S BURLINGTON AVE LOS ANGELES CA 90057 $148,750 $146,519
21630013281 3577 SANBORN AVENUE Lynwood CA 90262 $176,000 $173,986
21630013306 833-839 GAVIOTA AVENUE Long Beach CA 90813 $324,100 $320,433
21630013307 1132 N. WILMINGTON BOULEVARD Wilmington CA 90744 $937,500 $927,258
21630013310 1812 S. BONNIE BRAE STREET Los Angeles CA 90006 $105,000 $103,812
21630013311 211 & 217 E. 24TH STREET Los Angeles CA 90011 $236,250 $233,537
21630013320 1017 MYRTLE AVENUE Inglewood CA 90301 $168,000 $166,133
21630013340 1518 N. SPURGEON STREET Santa Ana CA 92701 $607,500 $600,363
21630013341 215 E. 15TH STREET Santa Ana CA 92701 $1,822,500 $1,802,174
21630013345 12521 SATICOY STREET North Hollywood CA 91605 $232,500 $230,018
21630013346 1354,1374,1378,1384,1388 & 1394 5TH AVE Upland CA 91786 $1,760,000 $1,741,045
21630013351 4210 VERDUGO ROAD Los Angeles CA 90065 $175,000 $173,118
21630013353 607 E WALNUT ST SANTA ANA CA 92701 $123,500 $122,356
21630013361 5316-28 MAYWOOD AVE & 3501-07 E 53RD ST MAYWOOD CA 90270 $172,000 $170,342
21630013367 2200 TOBERMAN ST LOS ANGELES CA 90007 $126,000 $124,711
21630013374 5934 WOODMAN AVE VAN NUYS CA 91401 $191,750 $189,796
21630013378 1445 SOUTH CLOVERDALE AVENUE LOS ANGELES CA 90019 $205,000 $203,014
21630013380 978 S HARVARD BLVD LOS ANGELES CA 90006 $143,000 $125,253
21630013382 2202 W GLENROSA AVE PHOENIX AZ 85015 $550,000 $544,322
21630013387 12444-12512 OXFORD AVE HAWTHORNE CA 90250 $675,000 $667,276
21630013392 450 SOUTH WITMER STREET LOS ANGELES CA 90017 $237,250 $235,238
21630013393 5705 CARLTON WAY LOS ANGELES CA 90028 $259,000 $256,500
21630013404 1246 W 93RD ST LOS ANGELES CA 90044 $142,500 $140,889
21630013415 2125 N 15TH ST PHOENIX AZ 85006 $270,000 $267,338
21630013416 4169 WEST 1ST STREET LOS ANGELES CA 90004 $150,500 $148,810
21630013418 1016 E BROADWAY GLENDALE CA 91205 $1,431,000 $1,417,976
21630013422 916 S MANHATTAN PL LOS ANGELES CA 90019 $525,000 $519,724
21630013423 11944 RUNNYMEDE ST NORTH HOLLYWOOD CA 91605 $230,000 $227,688
21630013433 1868 GARDENIA AVE LONG BEACH CA 90806 $125,650 $124,386
21630013434 942 MENLO AVE LOS ANGELES CA 90006 $210,000 $207,886
21630013444 26829 HILLVIEW ST HIGHLAND CA 92346 $160,000 $158,455
21630013445 3568 BUDLONG AVE LOS ANGELES CA 90037 $107,250 $106,271
21630013448 7254 INDEPENDENCE AVE CANOGA PARK CA 91303 $158,625 $157,026
21630013457 220-238 ROSELAKE AVE LOS ANGELES CA 90026 $146,250 $144,835
21630013462 1377 W 112TH ST LOS ANGELES CA 90044 $210,000 $207,248
21630013466 1601-1603 1/2 HAYWORTH AVENUE LOS ANGELES CA 90035 $115,000 $113,814
21630013467 978 S KENMORE AVE LOS ANGELES CA 90006 $135,900 $134,527
21630013481 6837 FULTON AVE NORTH HOLLYWOOD CA 91605 $131,250 $130,017
21630013482 9329 GLASGOW PL LOS ANGELES CA 90045 $240,337 $237,998
21630013483 8633 & 8637 CEDROS AVE Panorama City CA 91402 $241,500 $238,983
21630013492 421 MCDONALD AVENUE WILMINGTON CA 90744 $163,125 $160,306
21630013497 7862 LANKERSHIM BLVD HIGHLAND CA 92408 $707,000 $700,029
21630013499 225 W 43RD ST LOS ANGELES CA 90037 $85,250 $84,527
21630013511 712 NAPLES DR Las Vegas NV 89119 $275,000 $272,713
21630013513 1004-1084 BADEN AVENUE GROVER BEACH CA 93433 $275,000 $272,036
21630013518 1131 14TH ST SANTA MONICA CA 90403 $510,000 $504,952
21630013520 3808 AGNES AVE LYNWOOD CA 90262 $161,250 $159,839
21630013523 1437-1443 WEST 105TH ST Los Angeles CA 90047 $721,650 $677,545
21630013548 911-923 S LEONARD AVE Los Angeles CA 90022 $140,000 $138,609
21630013550 4218 N 17TH ST Phoenix AZ 85012 $113,750 $112,704
21630013551 310 N PARKMAN AVE Los Angeles CA 90026 $353,500 $350,078
21630013553 1736 W MARINE AVE Gardena CA 90247 $352,500 $349,070
21630013554 348-370 S BERENDO ST Los Angeles CA 90020 $288,750 $285,956
21630013559 1929 ECHO PARK AVE Los Angeles CA 90026 $250,000 $247,777
21630013560 904 E ACACIA AVE Glendale CA 91205 $164,500 $162,995
21630013571 784 ROSE AVE Long Beach CA 90813 $192,750 $190,875
21630013572 1119 DAWSON AVE Long Beach CA 90804 $192,750 $190,875
21630013577 168 N AZUSA AVE Azuza CA 91702 $165,000 $163,401
21630013580 6652 SYLMAR AVE Van Nuys CA 91405 $202,500 $191,567
21630013582 19116 COLLINS ST Los Angeles CA 91324 $210,000 $207,964
21630013595 1370-1390 W 2OTH ST Los Angeles CA 90007 $280,000 $277,543
21630013598 4618-4624 E INYO AVE Fresno CA 93727 $165,000 $162,600
21630013599 366-368 W PALMER AVE Glendale CA 91204 $87,500 $86,655
21630013600 4165 W SLAUSON Los Angeles CA 90043 $400,000 $396,295
21630013617 1919 & 1927 EAST CENTER ST Anaheim CA 92805 $2,050,000 $2,033,589
21630013619 427 FIRIMIN ST/ 426 N BIXEL ST Los Angeles CA 90026 $130,000 $128,803
21630013629 119 S BONNIE BRAE ST Los Angeles CA 90057 $270,000 $267,798
21630013640 8974 CYPRESS AVE South Gate CA 90280 $217,500 $215,529
21630013648 10422 ELDORA AVE LOS ANGELES CA 91040 $245,000 $242,937
21630013651 3560 BRENTON AVE Lynwood CA 90262 $161,250 $159,760
21630013652 12514, 12520, 12524 & 12530 OXNARD ST North Hollywood CA 91606 $600,000 $594,444
21630013659 914-920 S GRAMERCY DR Los Angeles CA 90019 $405,000 $401,434
21630013663 846 W 80TH ST Los Angeles CA 90044 $157,500 $130,942
21630013669 6857 FRANKLIN AVE Los Angeles CA 90028 $386,250 $382,839
21630013670 13714-13716 KORNBLUM AVE HAWTHORNE CA 90250 $652,500 $645,172
21630013675 3310 E RANSOM ST Long Beach CA 90804 $112,500 $111,804
21630013677 123-125 S ALEXANDRIA AVE Los Angeles CA 90004 $296,250 $293,610
21630013678 8145 LANGDON AVE Van Nuys CA 91406 $500,000 $495,458
21630013683 3850 West 102nd Street Inglewood CA 90304 $595,000 $588,208
21630013684 3700, 3710, 3720, 3730 KINGS ROW RENO NV 89503 $400,000 $396,995
21630013685 6928 RADFORD AVE North Hollywood CA 91605 $186,750 $184,482
21630013689 1775 W 96TH ST Los Angeles CA 90047 $120,000 $118,842
21630013691 926-932 South Fedora Street Los Angeles CA 90006 $303,600 $301,381
21630013704 3010 1/2-3016 ASBURY ST Los Angeles CA 90065 $199,500 $197,869
21630013713 1411 E 61ST ST Los Angeles CA 90001 $157,500 $156,212
21630013715 324-330 N INDIAN HILL BLVD. CLAREMONT CA 91711 $347,000 $343,476
21630013717 100 North Normandie Avenue Los Angeles CA 90004 $161,250 $158,668
21630013722 1061 St. Louis Avenue Long Beach CA 90804 $187,500 $185,830
21630013724 239 S NORMANDIE Los Angeles CA 90004 $307,500 $305,098
21630013741 717 WEST 80TH ST Los Angeles CA 90044 $438,750 $434,968
21630013742 858 W 80TH ST Los Angeles CA 90044 $255,000 $252,802
21630013768 1441 North Edison Blvd. Burbank CA 91505 $390,500 $387,428
21630013779 13637 Cordary Avenue Hawthorne CA 90250 $787,500 $782,764
21630013784 2002 Sunset Blvd. Los Angeles CA 90026 $375,000 $372,068
21630013803 1309-1313 North Willowbrook Avenue Compton CA 90222 $233,000 $231,260
21630013830 6027 Makee Ave. Los angeles CA 90001 $175,000 $173,777
21630013831 737-747 South Boyle Ave. Los Angeles CA 90023 $189,000 $187,684
21630013841 1117 South Lake Street Burbank CA 91504 $498,500 $495,020
21630013843 1712 Peyton Avenue Burbank CA 91504 $435,500 $432,460
21630013845 2320 N Catalina Street Burbank CA 91504 $376,000 $373,375
21630013848 4018 Monroe Street Los Angeles CA 90029 $150,000 $148,951
21630013858 3532-3540 E 52nd Street Maywood CA 90270 $252,800 $251,444
21630013873 854 E. Adams Blvd. Los Angeles CA 90011 $325,000 $322,605
21630013874 11822 Vanowen Street & 6756 Hinds Avenue Los Angeles CA 91605 $191,250 $189,905
21630013884 20381 Broken Bow Rd. Apple Valley CA 92307 $42,000 $41,705
21630013886 1070 Saint Louis Ave. Long Beach CA 90804 $161,250 $160,148
21630013892 2162 Elm Avenue Long Beach CA 90806 $176,250 $175,045
21630013902 409-419 E. Acacia St. Ontario CA 91761 $225,000 $223,463
21630013903 3189 Euclid Avenue Lynwood CA 90262 $776,250 $771,846
21630013919 1717 & 1721 N Spurgeon Street Santa Ana CA 92706 $924,000 $918,337
21630013935 824-828 South Glendale Ave. Glendale CA 91205 $419,187 $416,530
21630013953 170-172,174-176,178-180,200-202,204-206 Los Angeles CA 90003 $91,488 $90,944
E 65th Street
21630014004 1015 K Street Bakersfield CA 93304 $155,000 $154,238
21630014015 6629-6635 Ajax Avenue Bell Gardens CA 90201 $172,250 $171,316
21630014047 25816 President Avenue Harbor City CA 90710 $142,500 $141,641
21650010908 3510 N BROADWAY LOS ANGELES CA 90031 $180,000 $157,729
21650013155 5732 WARING AVE. LOS ANGELES CA 90038 $146,400 $144,681
21650013662 4517 MAPLEWOOD AVE LOS ANGELES CA 90004 $202,500 $200,773
21650013665 5615 KESTER AVE VAN NUYS CA 91411 $172,500 $171,270
21650013693 401 MERLAYNE DR HENDERSON NV 89015 $89,250 $88,323
21650013725 3846 South Grand Avenue Los Angeles CA 90037 $157,500 $156,396
21650013750 4213 Live Oak Street Cudahy CA 90201 $176,250 $172,736
21650013755 5433 Abbot Place Los Angeles CA 90042 $220,350 $219,028
21650013794 7315 Independence Avenue Canoga Park CA 91303 $550,000 $546,753
21650013796 21115 Saticoy Street Canoga Park CA 91304 $550,000 $546,834
21650013808 5659 Halbrent Ave. Los Angeles CA 91411 $117,500 $115,166
21650013837 1214 A-D E Hellman St. & 760-66 Long Beach CA 90813 $175,000 $174,106
Orange Avenue
21650013846 1504 So. St. Andrews Pl. Los Angeles CA 90016 $175,000 $174,000
21650013850 1307 & 1311 E. Peck Street Compton CA 90221 $162,000 $161,260
21650013857 4707 Rosemead Blvd. Pico Rivera CA 90660 $177,500 $176,429
21650013864 5895-5909 3/4 Makee Ave. Los Angeles CA 90001 $320,000 $318,491
21650013897 4217 Lockwood Avenue Los Angeles CA 90029 $133,000 $132,118
21650013899 13715 Cordary Avenue Hawthorne CA 90250 $1,713,250 $1,701,981
21650013904 11775 Culver Blvd. Los Angeles CA 90066 $122,000 $118,698
21650013914 16850 Verdura Avenue Paramount CA 90723 $210,000 $208,737
21650013918 645 N. New Hampshire Avenue Los Angeles CA 90004 $186,750 $185,709
21650013920 1516-1524 Owens & 929 Quincy Bakersfield CA 93305 $108,000 $107,488
21650013936 7631 Artesia Blvd. Buena Park CA 90621 $143,500 $139,358
21650013951 3976 Illinois Street San Diego CA 92104 $228,000 $219,931
21650013954 1647 W. 206th Street Los Angeles CA 90501 $177,750 $176,877
21650013955 312 Margaret Avenue Los Angeles CA 90022 $187,500 $184,890
21650013957 2024 N Commonwealth Avenue Los Angeles CA 90027 $310,375 $308,686
21650013960 817 Pine Street Santa Monica CA 90405 $322,500 $320,756
21650013989 201 E. Leatrice Lane Anaheim CA 92802 $255,555 $253,573
21650014006 1671 Patricia Avenue Simi Valley CA 93065 $431,250 $428,727
21650014007 1115 Alameda Avenue Glendale CA 91201 $435,000 $432,828
21650014011 1926 Chesnut Avenue Long Beach CA 90806 $213,750 $212,746
21650014035 4269 Garthwaite Los Angeles CA 90008 $176,500 $175,692
21650014039 2014 Chestnut Avenue Long Beach CA 90806 $210,600 $209,583
21650014040 1970 Henderson Avenue Long Beach CA 90806 $130,000 $129,372
21650014057 4533 West 17th Street Los Angeles CA 90019 $172,500 $171,667
21650014068 554 West 8th Street Los Angeles CA 90731 $231,000 $229,884
21650014075 336 South Serrano Avenue Los Angeles CA 90020 $217,000 $215,952
21700011060 7042-48 SOPHIA ST. Van Nuys CA 91413 $250,000 $245,063
21700011525 1668-1676 E. WASHINGTON BLVD. PASADENA CA 91104 $450,000 $442,111
21700011808 830 W. WILLOW AVE. Long Beach CA 90806 $42,000 $41,372
21700012620 18525 SHERMAN WAY Reseda CA 91335 $291,000 $288,045
21700012962 1670 HILLHURST AVE. Los Angeles CA 90027 $455,000 $449,136
21700013016 807 W. GRAND BLVD CORONA CA 91720 $220,000 $217,385
21700013106 8800-8920 LIMONITE AVE Riverside CA 92509 $2,915,000 $2,879,410
21700013110 1401 S. ARVILLE ST. Las Vegas NV 89102 $700,000 $692,304
21700013115 4615 SAN FERNANDO RD GLENDALE CA 91204 $110,000 $109,062
21700013118 321 AND 323 MAIN ST. El Segundo CA 90245 $200,000 $197,732
21700013121 1440 E. 17TH STREET Los Angeles CA 90021 $150,000 $148,613
21700013124 1401 W. 3RD STREET Los Angeles CA 90017 $201,000 $199,142
21700013146 14760 VENTURA BLVD. Sherman Oaks CA 91403 $663,600 $655,711
21700013167 1180-1182 1/2 EAST VERNON AVENUE Los Angeles CA 90011 $90,000 $89,261
21700013168 1439 W. JEFFERSON BLVD. Los Angeles CA 90007 $122,000 $120,998
21700013171 146,150,168, & 170 EAST BONITA AVENUE San Dimas CA 91773 $420,000 $415,544
21700013200 4864-4868 MELROSE AVE. Los Angeles CA 90029 $175,500 $173,835
21700013234 288 NORTH IRONWOOD DRIVE Apache Junction AZ 85220 $461,500 $455,450
21700013237 402 N. MONTGOMERY Ojai CA 93023 $135,000 $133,640
21700013240 3517, 3515 & 3518 SOUTH CEDAR ST. TACOMA WA 98411 $86,000 $26,279
21700013249 5933-5939 MONTEREY ROAD Los Angeles CA 90042 $253,500 $251,210
21700013288 4121 PENNSYLVANIA AVE La Crescenta CA 91214 $320,000 $316,848
21700013354 1133 CRENSHAW BLVD LOS ANGELES CA 90019 $150,000 $148,666
21700013355 1135-1137 CRENSHAW BOULEVARD LOS ANGELES CA 90019 $183,000 $181,372
21700013370 5462 2ND ST IRWINDALE CA 91706 $222,500 $220,068
21700013402 4061 TWEEDY BOULEVARD SOUTH GATE CA 90280 $78,000 $77,137
21700013442 7342 ORANGE THORPE AVE BUENA PARK CA 90621 $800,000 $791,909
21700013532 22102 CLARENDON ST Woodland Hills CA 91367 $225,000 $223,149
21700013546 2321 S HOOPER Los Angeles CA 90011 $97,800 $97,113
21700013562 408 S BEACH BLVD Anaheim CA 92804 $1,110,000 $886,756
21700013603 1043 STUART ST Lafayette CA 94549 $500,000 $495,549
21700013610 1200-1228 S GREENWOOD AVE Montebello CA 90640 $1,050,000 $1,040,150
21700013621 7714 FOUNTAIN AVE West Hollywood CA 90046 $133,250 $132,309
21700013641 23277 VENTURA BLVD Woodland Hills CA 91364 $98,000 $97,206
21700013687 11924-48 WASHINGTON BLVD. And 11925 Los Angeles CA 90066 $1,231,500 $1,217,711
Louise Ave
21700013701 18220 SHERMAN WAY Reseda CA 91335 $1,600,000 $1,582,792
21700013709 1505 South Glendale Avenue Glendale CA 91205 $136,500 $135,494
21700013840 4061 W Charleston Blvd. Las Vegas NV 89102 $270,000 $268,492
21700013847 2601-2609 W Martin Luther King Jr. Bl. Los Angeles CA 90008 $164,500 $163,427
21700014008 8823 Ocean View Avenue Whittier CA 90605 $311,250 $309,545
21700031791 1542,1544 & 1546 East Anaheim Street Long Beach CA 90813 $315,000 $304,816
21720013703 124 S GLENDALE AVE Glendale CA 91205 $285,600 $282,817
21720013721 1460 Bellflower Boulevard Bellflower CA 90706 $370,000 $367,571
21720013759 7485,89 & 95 El Camino Real Atascadero CA 93422 $600,000 $594,507
21720013781 9606 State Street South Gate CA 90280 $104,000 $103,413
21720013798 7112-16 Melrose Avenue Los Angeles CA 90046 $190,200 $187,775
21720013804 1001 S. Arrowhead San Bernadino CA 92408 $825,000 $820,414
21720013824 1021 Grandview Ave. Glendale CA 91201 $1,300,000 $1,291,073
21720013849 2115-2121 University Ave. Riverside CA 92507 $170,000 $169,154
21720013885 20502-20540 E. Arrow Highway Covina CA 91724 $1,950,000 $1,938,101
21720013915 11739 Ventura Blvd. Los Angeles CA 91604 $297,500 $296,089
21720013916 8618 Sepulveda Blvd. North Hills CA 91343 $265,000 $263,925
21720013930 7174 Melrose Avenue Los Angeles CA 90046 $354,000 $352,139
21720013938 6020-6042 S. Santa Fe Avenue/2401-2409 Huntington Park CA 90255 $662,557 $658,893
Randolph Street
21720013969 801-853 W. Palmdale Blvd. Palmdale CA 93551 $1,700,000 $1,657,068
21720013983 343 E. Plamdale Blvd. Palmdale CA 93550 $257,000 $255,802
21720013986 614 Ford Blvd/4532 & 4540 Floral Dr & Los Angeles CA 90022 $300,000 $298,829
4521 Fischer St.
21720014013 674 W. Arrow Highway San Dimas CA 91773 $900,000 $896,434
21720014037 2500-2515 Santa Monica Boulevard Santa Monica CA 90404 $1,387,500 $1,380,813
21720014042 15501-15505 South Vermont Avenue Gardena CA 90247 $305,000 $303,740
22330013086 201 W PASADENA AVE PHOENIX AZ 85013 $448,000 $443,673
22600013301 4888 JESSIE AVE LA MESA CA 91941 $437,500 $420,778
22630011247 17717 SCHERZINGER LN Santa Clarita CA 91351 $319,000 $311,587
22630012540 1334 PETERSON AVE LONG BEACH CA 90813 $153,300 $151,361
22630012726 1220-1230 CEDAR AVENUE Long Beach CA 90813 $110,500 $108,987
22630012924 927 MAGNOLIA AVENUE Long Beach CA 90813 $252,000 $248,528
22630012947 306 EASTMINISTER COURT HENDERSON NV 89015 $110,500 $109,050
22630012948 303 EASTMINISTER COURT HENDERSON NV 89015 $110,500 $109,050
22630012953 319 WEST ATLANTIC AVENUE HENDERSON NV 89015 $162,500 $160,368
22630012988 5510 N. 35TH AVENUE PHOENIX AZ 85022 $497,000 $491,479
22630012995 2025 S SHENANDOAH ST LOS ANGELES CA 90034 $195,000 $192,352
22630013004 1 EAST NAVAJO ROAD Tuscon AZ 85705 $215,000 $212,844
22630013012 1839 WEST NEIGHBORS AVENUE Anaheim CA 92801 $211,500 $208,701
22630013060 1333 EAST CAMPBELL AVENUE Phoenix AZ 85014 $85,000 $83,940
22630013082 1502 W. 204TH STREET Los Angeles CA 90501 $301,500 $297,686
22630013128 15138-15144 GUNDRY AVENUE Paramount CA 90723 $178,750 $169,537
22630013130 425 E BROWN RD MESA AZ 85201 $660,000 $651,650
22630013131 3125 NORTH 37TH STREET Phoenix AZ 85018 $262,500 $259,179
22630013140 5023-5031 BAKMAN AVENUE North Hollywood CA 91601 $360,000 $355,306
22630013159 337 NORTH MCDONALD AVENUE Wilmington CA 90744 $127,050 $125,772
22630013177 3269-3275 1/2 BRAMSON PLACE San Diego CA 92104 $84,000 $82,993
22630013192 1182-1184 3/4 E. 52ND STREET Los Angeles CA 90011 $126,000 $124,563
22630013209 2716 VIA PASEO Montebello CA 90640 $161,000 $159,070
22630013215 11031-11037 LOUISE AVENUE Lynwood CA 90262 $410,000 $399,476
22630013219 3028 NORTH GERONIMO Tuscon AZ 85705 $240,000 $237,123
22630013253 10246 NORTH 7TH AVENUE Phoenix AZ 85020 $100,750 $99,604
22630013257 9644-9648 N. 10TH AVENUE Phoenix AZ 85020 $165,000 $163,123
22630013261 3250-54 W 9TH ST LOS ANGELES CA 90006 $140,000 $138,532
22630013279 4313 NORMAL AVENUE Los Angeles CA 90029 $300,000 $296,774
22630013284 401 NORTH D STREET Eloy AZ 85231 $210,000 $207,486
22630013285 5502 NORTH 27TH AVENUE Phoenix AZ 85017 $442,000 $437,132
22630013312 223-227 1/2 SOUTH AVENUE 20 Los Angeles CA 90031 $151,125 $149,512
22630013326 2208,2212,2216 VIA CORONA Montebello CA 90640 $365,000 $361,104
22630013344 760 PLYMOUTH DR N KEIZER OR 97303 $1,015,000 $1,005,732
22630013359 173 WEST STATE STREET EL CENTRO CA 92243 $104,000 $103,004
22630013369 6802-6850 N 44TH AVE GLENDALE AZ 95301 $260,000 $257,510
22630013398 9003-9013 DUDLEXT AVE SOUTH GATE CA 90280 $130,200 $128,907
22630013399 1952 JUNIPERO AVENUE SIGNAL HILL CA 90806 $204,750 $202,743
22630013417 3147 W OLYVE FRESNO CA 93722 $300,000 $287,070
22630013430 1101 WEST G STREET SAN BERNARDINO CA 92410 $119,000 $117,848
22630013435 1415 W 224TH ST TORRANCE CA 90501 $432,000 $427,303
22630013441 16627 NORTH 25TH STREET PHOENIX AZ 85032 $395,500 $392,554
22630013486 1975 PARSONS ST COSTA MESA CA 92627 $265,000 $240,213
22630013501 2735 LINCOLN PARK AVE LOS ANGELES CA 90031 $246,750 $244,203
22630013502 740 W UNIVERSITY Tempe AZ 85281 $1,275,000 $1,260,435
22630013540 5200 EAST MAIN ST Mesa AZ 85205 $1,035,000 $1,027,302
22630013543 1702 SHERMAN PLACE Long Beach CA 90804 $140,000 $138,848
22630013544 846 NEPTUNE AVE Los Angeles CA 90744 $250,000 $241,598
22630013564 4505-4509 MAPLEWOOD AVE Los Angeles CA 90004 $442,500 $438,591
22630013566 15398 BEAR VALLEY OUTER HIGHWAY Victorville CA 92392 $100,000 $98,200
22630013567 3270 MONETTE PLACE Los Angeles CA 90006 $120,000 $118,893
22630013585 12275 16TH ST Yucaipa CA 92399 $105,000 $104,151
22630013607 25407-25422 ULYSSES COURT San Bernardino CA 92405 $100,000 $94,222
22630013608 479 E RICHLAND ST UPLAND CA 91786 $378,750 $375,243
22630013611 2902 E FILMORE ST PHOENIX AZ 85008 $995,000 $985,364
22630013636 3307 MAPLE AVE Los Angeles CA 90011 $172,500 $171,280
22630013637 138 SOUTH BERENDO AVE Los Angeles CA 90004 $250,000 $246,818
22630013650 12112 S. VERMONT Los Angeles CA 90044 $217,500 $215,565
22630013658 5110-5118 & 5028 EDMONSTON RD Hyatsville MD 20781 $930,000 $921,802
22630013679 6154 MISSION BLVD Riverside CA 92509 $300,000 $297,465
22630013680 6620 HAZELTINE AVE Van Nuys CA 91405 $379,000 $375,959
22630013740 1514 South Orange Grove Avenue Los Angeles CA 90019 $193,200 $191,973
22630013745 4232 46th Street San Diego CA 92115 $169,000 $167,637
22630013746 4561 Adobe Road 29 Palms CA 92277 $150,000 $149,165
22630013780 1717 S. Burlington Avenue Los Angeles CA 90006 $172,500 $171,229
22630013786 673 Palm Avenue Beaumont CA 92223 $80,250 $79,603
22630013787 4069 Idaho Street San Diego CA 92104 $243,000 $241,285
22630013800 133-135-137 Baker Street San Francisco CA 94117 $350,000 $347,619
22630013819 15341 & 13549 Van Buren & 15352 & 15362 Midway City CA 92655 $60,000 $58,543
Jackson Street
22630013820 6419 Brynhurst Avenue Los Angeles CA 90043 $273,000 $271,166
22630013822 13111 Vanowen Street Los Angeles CA 91605 $412,500 $408,904
22630013862 1711 Coronado Avenue Long Beach CA 90804 $202,500 $200,782
22630013863 731 Irolo Street Los Angeles CA 90005 $175,000 $173,771
22630013868 1412 El Centro Avenue El Centro CA 92243 $91,000 $90,467
22630013906 8101 Langdon Avenue Los Angeles CA 91406 $2,137,500 $2,125,166
22630013961 1047 Myrtle Avenue Long Beach CA 90813 $195,000 $193,736
22630014022 6340 Lankershim Blvd. Los Angeles CA 91606 $2,250,000 $2,239,968
22650012504 5820 W. CLAREMONT GLENDALE AZ 85301 $471,250 $464,420
22650013376 635 N 4TH AVE PHOENIX AZ 88003 $162,000 $160,741
22650013400 232-240 S AVENUE 19 LOS ANGELES CA 90031 $123,000 $121,868
22650013431 21151 GOLDEN HILLS BOULEVARD TEHACHAPI CA 93561 $115,000 $113,770
22650013459 13063 5TH ST YUCAIPA CA 92399 $875,000 $863,900
22650013565 1004 FRENCH ST Santa Ana CA 92701 $168,000 $166,774
22650013568 2344 W DEVONSHIRE AVE Phoenix AZ 85015 $260,000 $250,346
22650013606 1076-1082 WEST 30TH ST Los Angeles CA 90007 $1,400,000 $1,383,833
22650013613 1810 32ND PLACE NE Salem OR 97303 $817,500 $811,178
22650013614 3294 SUNNYVIEW RD NE Salem OR 97303 $281,250 $279,075
22650013615 406 E 9TH STREET Newberg OR 97132 $656,250 $651,175
22650013747 61 South Main Street Midvale UT 84047 $425,000 $421,949
22650013748 59 West Center Street Midvale UT 84047 $800,000 $794,258
22650013761 3116 Carlyle Street Los Angeles CA 90065 $191,250 $189,962
22650013818 2100 8th Avenue Los Angeles CA 90018 $140,000 $139,131
22650013869 200-230 N. Shannon Road Tuscon AZ 85745 $320,000 $318,107
22650013871 425-429 W Rosewood Avenue Orange CA 92866 $311,250 $309,163
22650013881 420 S. Sherman Street Olympia WA 98502 $2,450,000 $2,436,937
22650013893 1224 W 11th Street Pomona CA 91766 $280,000 $277,744
22650013894 1615-1621 N Harvard Blvd Los Angeles CA 90027 $371,300 $368,877
22650013905 2839 Francis Avenue Los Angeles CA 90005 $240,000 $238,016
22650013928 12119 Ferris Road El Monte CA 91732 $156,100 $155,275
22650013929 417 E. Palm Avenue Burbank CA 91504 $244,300 $243,237
22650013964 501-585 S. Palm Avenue Hemet CA 92543 $251,250 $249,957
22650013971 3232,3238,3302,& 3308 N. 6th Street Scottsdale AZ 85251 $322,500 $320,854
22650013972 7902 Milton Avenue Whittier CA 90602 $206,500 $205,434
22650013994 1802 N. 40th Street Phoenix AZ 85008 $82,500 $82,127
22650014019 851 169th Street Los Angeles CA 90247 $172,500 $171,748
22650014021 908 E Turney Phoenix AZ 85018 $42,750 $42,582
22650014028 921 Locust Ave. Long Beach CA 90813 $164,500 $163,745
22650014031 12360 - 12364 Magnolia Boulevard Valley Village CA 91607 $317,000 $315,469
Area
22650014061 4528 Carlisle Boulevard NE Alburquerque NM 87109 $2,000,000 $1,989,315
22700012966 1013-1021 N. 21ST AVENUE PHOENIX AZ 85009 $140,000 $138,072
22700012989 528-532 SOUTH LAKE AVENUE Pasadena CA 91101 $430,000 $421,465
22700012996 174 & 180 E. MAIN ST. Tustin CA 92780 $600,000 $592,103
22700013041 16331 LAKESHORE DR LAKE ELSINORE CA 92530 $197,400 $195,510
22700013058 1601 CARMEN DRIVE Camarillo CA 93010 $650,000 $639,812
22700013129 1921 24TH STREET Bakersfield CA 93301 $385,000 $379,885
22700013178 111 AVENIDA PALIZADA San Clemente CA 92672 $800,000 $778,775
22700013210 125 23RD STREET Newport Beach CA 92663 $123,000 $121,833
22700013233 3910 NORTH LONG BEACH BOULEVARD Long Beach CA 90806 $1,250,000 $1,214,397
22700013350 824-834 E CALIFORNIA BLVD PASADENA CA 91106 $250,000 $238,147
22700013377 3614 N 15TH AVE PHOENIX AZ 85015 $68,000 $67,430
22700013401 8255 E RAINTREE DR SCOTTSDALE AZ 85260 $900,000 $891,121
22700013425 4375 - 4379 GAGE AVENUE BELL CA 90201 $262,500 $259,895
22700013443 12841 VALLEY VIEW AVE LA MIRADA CA 90638 $850,000 $830,174
22700013470 3000-3020 W LINCOLN AVE ANAHEIM CA 92801 $940,000 $864,419
22700013494 323 S DATE AVE Alhambra CA 91803 $176,000 $174,428
22700013498 3404-3410 W 75TH ST & 7501-07 & 1/2 S. Los Angeles CA 90043 $123,500 $122,477
CRENSHAW BLVD
22700013507 2727 SOUTH SHANNON STREET SANTA ANA CA 92704 $350,000 $346,398
22700013521 270-272 REDONDO AVE LONG BEACH CA 90803 $120,000 $119,088
22700013570 16336 ARROW HWY Irwindale CA 91706 $250,000 $248,494
22700013584 16701 BELLFLOWER BLVD Bellflower CA 90706 $162,000 $160,628
22700013594 4845-4861 FOUNTAIN AVE Los Angeles CA 90029 $440,000 $434,804
22700013638 986 17TH ST Costa Mesa CA 92627 $291,000 $289,259
22700013666 12424 & 12426 PHILADELPHIA ST Whittier CA 90601 $149,500 $148,436
22700013760 230 North Orange Avenue Brea CA 92821 $600,000 $593,507
22720013616 505 S PEPPER AVE San Bernardino CA 92410 $406,250 $401,878
22720013681 124-140 E ARROW HIGHWAY Covina CA 91722 $285,000 $265,379
22720013706 1093-1095 AVIATION BLVD Hermosa Beach CA 90254 $135,000 $133,606
22720013764 3909 - 3917 East Anaheim Avenue Long Beach CA 90815 $145,000 $142,738
22720013776 15239-15261 Parthenia Street Los Angeles CA 91343 $450,000 $447,487
22720013778 9421-9441 West Sam Houston Parkway Houston TX 77036 $1,275,000 $1,262,829
22720013852 160 Centennial Way Tustin CA 92680 $354,450 $352,394
22720013870 1701-1709 S Gaffey & 703-707 W 17th San Pedro CA 90731 $280,000 $278,584
Street
22720013912 6767 Sunset Blvd. Los Angeles CA 90028 $2,500,000 $2,484,997
22720013925 4350 Highway 95 Fort Mojave AZ 86427 $110,000 $108,460
22720013942 13821 N 35th Drive Phoenix AZ 85023 $320,250 $317,569
22720013967 12321 Carson Street Los Angeles CA 90716 $648,750 $645,037
22720013974 27072 Burbank Foothill Ranch CA 92610 $249,849 $248,559
22720014020 4501-4507 Artersia Blvd. Lawndale CA 90260 $675,000 $671,981
23600013293 33 W LOWER BUCKEYE RD AVONDALE AZ 85323 $1,500,000 $1,484,415
23630013006 3721 LINCOLN AVENUE Oakland CA 94602 $130,000 $128,241
23630013021 1053, 1057, 1059 GLENWOOD WAY South Lake Tahoe CA 96150 $488,000 $481,095
23630013047 40 OAK COURT Danville CA 94526 $530,000 $523,032
23630013061 5008 APPLEBLOSSOM DRIVE Bakersfield CA 93309 $206,000 $202,860
23630013076 3705 MORSE AVENUE Sacramento CA 95821 $95,000 $93,780
23630013103 1333-1335 SOUTH VAN NESS AVENUE SAN FRANCISCO CA 94110 $217,000 $214,547
23630013147 2001 AND 2023 BROADWAY AND RUMRILL San Pablo CA 94806 $695,000 $684,832
23630013287 200 EAST IVANHOE CHANDLER AZ 85225 $1,150,000 $1,136,623
23630013300 1613 6TH STREET BERKELEY CA 94710 $240,000 $219,564
23630013315 2327-2329 MISSION STREET San Francisco CA 94117 $500,000 $491,976
23630013337 1624 P ST SACRAMENTO CA 95814 $140,000 $138,597
23630013461 4242 CAMPUS AVE SAN DIEGO CA 92103 $185,000 $182,792
23630013487 14755 ARMSTRONG WOODS RD Guerneville CA 95446 $213,000 $207,227
23630013500 3060 PORTER ST SOQUEL CA 95073 $620,000 $511,247
23630013514 15207 DICKENS ST Los Angeles CA 91403 $155,000 $153,452
23630013519 100 E OAK ST Lodi CA 95240 $260,000 $257,672
23630013574 928 BLACK DIAMOND ST` Pittsburg CA 94565 $156,000 $154,680
23630013575 45 W 10TH ST Pittsburg CA 94565 $156,000 $154,683
23630013609 646 16TH ST Oakland CA 94612 $365,000 $362,070
23630013645 8701 HILLSIDE ST Oakland CA 94605 $1,387,500 $1,373,565
23630013647 1672-1696 EAST AVE Hayward CA 94541 $600,000 $595,042
23630013716 3209-3211-3213-3215 Filbert Street Oakland CA 94607 $185,000 $184,036
23630013772 727-731 Florida Street San Francisco CA 94110 $564,000 $560,169
23630013793 136 E. 12th Street Oakland CA 94606 $1,200,000 $1,189,827
23630014003 1725-1729 Seminary Avenue Oakland CA 94603 $620,000 $616,467
23650013428 15510-70 MAUBERT AVE SAN LEANDRO CA 94578 $290,000 $287,822
23650013775 738 6th Avenue San Francisco CA 94118 $220,000 $218,600
23650013975 4345 Rilea Way Oakland CA 94605 $371,200 $368,573
23650013984 306 Cliff Street Santa Cruz CA 95060 $486,500 $484,155
23650014053 3161 Cadillac Drive San Jose CA 95117 $450,000 $447,719
23650014065 1060-1064 Fell Street San Francisco CA 94117 $395,000 $392,913
23700013018 1001 10TH STREET MODESTO CA 95354 $200,000 $193,363
23700013093 1428-1432 FRANKLIN STREET Oakland CA 94612 $336,000 $326,874
23700013188 8805 ELK GROVE BOULEVARD Elk Grove CA 95624 $412,000 $407,565
23700013299 535, 537 AND 539 MAIN STREET Half Moon Bay CA 94019 $190,000 $188,155
23700013325 1411-1415 W. EL CAMINO REAL Mountain View CA 94040 $500,000 $494,411
23700013365 1700 PORTER WAY STOCKTON CA 95207 $500,000 $495,353
23700013372 300 EAST CAMELBACK ROAD PHOENIX AZ 85012 $550,000 $525,745
23700013405 3171 GURNEVILLE RD SANTA ROSA CA 95406 $570,000 $555,425
23700013493 659-665 VALENCIA STREET SAN FRANCISCO CA 94121 $814,000 $803,255
23700013557 2051 UNIVERSITY AVE Berkeley CA 94704 $500,000 $495,772
23700013558 1804-1816 EUCLID AVE Berkeley CA 94709 $720,000 $713,394
23700013583 870 OLD COUNTRY RD Belmont CA 94002 $175,000 $172,679
23700013590 1313-1317 MASON ST SAN FRANCISCO CA 94133 $400,000 $395,207
23700013593 14154 SKYWAY Magalia CA 95954 $178,750 $177,490
23700013605 3510 MAIN ST Oakley CA 94561 $125,000 $120,409
23700013660 1749, 51, 55 & 57 BROADWAY ST Oakland CA 94612 $835,000 $828,218
23700013661 819 North Pacific Avenue Glendale CA 91201 $250,000 $245,634
23700013672 1950 MARTIN LUTHER KING JR WAY Berkeley CA 94703 $1,150,000 $1,141,415
23700013727 640 N. San Joaquin Street Stockton CA 95203 $660,000 $655,830
23700013731 17415 Monterey Road Morgan Hill CA 95037 $900,000 $893,432
23700013749 619 West Charter Way Stockton CA 95206 $193,500 $190,171
23700013860 19500 Monterey Road Morgan Hill CA 95073 $385,000 $373,120
23700013952 4223-4227 Telegraph Avenue Oakland CA 94609 $160,000 $158,517
23700014062 218 I Street Antioch CA 94509 $189,000 $187,920
23720013321 2089 SOUTH BASCOM AVENUE CAMPBELL CA 95008 $1,025,000 $1,011,195
23720013531 350 COLLEGE AVE Santa Rosa CA 95401 $350,000 $345,615
23720013547 150 CARNATION DR Watsonville CA 95076 $570,500 $563,587
23720013695 3603-07 SACRAMENTO & 405-23 LOCUST ST San Francisco CA 94115 $1,320,000 $1,304,020
23720013754 2501-2599 8th Street Berkeley CA 94710 $1,475,000 $1,459,193
23720013875 3430 Lake Tahoe Blvd South Lake Tahoe CA 96150 $500,000 $496,018
23720013882 7505 Tam O Shanter Drive Stockton CA 95210 $187,000 $184,543
23720013890 1280 17th Avenue Santa Cruz CA 95062 $635,000 $629,259
23720013898 1550 South Winchester Blvd. Campbell CA 95008 $475,000 $471,596
23720013911 2063 Pacheco Street Concord CA 94520 $178,500 $176,714
23720013987 551-559 Haight Street San Francisco CA 94117 $850,000 $846,027
23720014000 3919-3925 4th Avenue San Diego CA 92103 $731,250 $725,225
23720014045 1525 Park Street Alameda CA 94501 $221,000 $219,994
23720014054 709-711 Fillmore Street San Francisco CA 94117 $435,000 $432,701
24330013113 912-914 COUNTRY CLUB AVE CHEYENNE WY 82001 $285,000 $274,681
24630011333 1608-1610 BOULDER ST. & 2559 16TH S DENVER CO 80211 $292,500 $285,561
24630012999 1560 VINE STREET Denver CO 80206 $140,000 $138,164
24630013005 570 SOUTH FAIRFAX STREET GLENDALE CO 80222 $280,000 $271,956
24630013013 1823 NORTH NEVADA AVENUE Colorado Springs CO 80907 $189,875 $187,312
24630013020 172 SOUTH CLARKSON STREET Denver CO 80209 $260,000 $256,195
24630013085 215 EAST FIRST AVENUE Mesa AZ 85210 $280,000 $275,948
24630013108 8774-8784 WEST 46TH AVENUE Wheat Ridge CO 80001 $200,000 $197,243
24630013117 316 WEST ROOSEVELT STREET Phoenix AZ 85003 $220,000 $217,131
24630013133 1144-48 DOWNING STREET Denver CO 80218 $134,000 $104,226
24630013139 4509-20-24 LAFAYETTE/4540-44 NICHOL Omaha NE 68132 $400,000 $394,940
24630013148 1285 CLARKSON STREET Denver CO 80218 $497,000 $490,392
24630013190 594-598 SOUTH LINCOLN STREET Denver CO 80209 $378,000 $373,332
24630013196 510 EAST 8TH STREET Dallas TX 75203 $245,000 $236,801
24630013208 1734 & 1738 SOUTH COLLEGE STREET Tempe AZ 85281 $93,210 $92,092
24630013214 4948-50 & 5017-31 GASTON AVENUE Dallas TX 75214 $287,500 $283,800
24630013235 2615 & 2619 LIGARDE STREET Laredo TX 78043 $229,800 $217,687
24630013251 1810-1814 WEST CAROL AVENUE Phoenix AZ 85020 $75,000 $74,118
24630013270 4215 EAST FAIRMOUNT STREET Tuscon AZ 85712 $236,250 $232,782
24630013302 3,4,5,6,7,8 WESTWAY CIRCLE Montgomery TX 77356 $120,000 $118,760
24630013304 1680 BEELER STREET Aurora CO 80010 $386,250 $381,880
24630013313 4928 LIVE OAK ST DALLAS TX 75246 $192,500 $190,529
24630013332 1690 YARROW STREET Lakewood CO 80215 $157,500 $155,819
24630013333 12 SHERMAN STREET Denver CO 80203 $240,500 $186,779
24630013352 806 EAST CAROL AVENUE Phoenix AZ 85020 $390,000 $385,669
24630013371 1233 N 35TH ST PHOENIX AZ 85008 $562,500 $556,806
24630013385 2269 WEST OAK STREET DENTON TX 76201 $412,500 $405,316
24630013394 3666 S PEARL ST ENGLEWOOD CO 80110 $339,500 $335,847
24630013411 1718-1732 6TH AVE MESA AZ 85204 $158,000 $153,681
24630013436 2313 EMPORIA ST AURORA CO 80010 $120,000 $118,747
24630013479 815 SHERMAN ST DENVER CO 80203 $468,750 $463,870
24630013489 5425 GASTON AVE Dallas TX 75214 $147,000 $145,542
24630013490 801 E HATCHER RD Phoenix AZ 85020 $275,000 $272,290
24630013506 1372 MARION ST & 1314-1316 E 14TH ST DENVER CO 80209 $288,750 $285,627
24630013509 5905 E RICHTHOFEN PL AURORA CO 80010 $120,000 $118,846
24630013515 2001 BRISTOL RD Laredo TX 78045 $1,330,000 $1,319,888
24630013517 2861 ELIOT CIRCLE WESTMINSTER CO 80030 $145,000 $133,619
24630013535 1550 S PEARL ST Denver CO 80010 $283,000 $280,426
24630013538 1630 CLINTON ST Aurora CO 80010 $149,250 $147,812
24630013542 9501 WEST PEORIA AVENUE PEORIA AZ 85345 $385,000 $381,476
24630013549 7030 STUART ST, 4250 & 4260 W 70TH PL Westminster CO 80030 $420,375 $416,318
24630013555 3000 S UNIVERSITY BLVD Denver CO 80210 $446,250 $442,089
24630013556 291 S PEARL ST Denver CO 80209 $190,500 $187,413
24630013587 3015-3019 W HIGHLAND PARK PLACE Denver CO 80211 $141,000 $139,681
24630013589 1407 W SHADY GROVE RD Irving TX 75060 $581,000 $575,571
24630013591 1320 E 12TH AVE Denver CO 80218 $120,000 $118,893
24630013624 1921 E HAYDEN LANE Tempe AZ 85281 $285,750 $280,523
24630013635 820 S FEDERAL BLVD. DENVER CO 80219 $493,125 $488,585
24630013692 9945 WEST 59TH PLACE Arvada CO 80004 $255,500 $243,943
24630013702 1709 & 1717 E ELTON AVE Mesa AZ 85204 $195,000 $192,978
24630013714 520-526 ATWOOD Longmont CO 80501 $165,000 $162,575
24630013720 1225 COLORADO BLVD Denver CO 80206 $723,750 $717,665
24630013756 2301 Emporia Street Aurora CO 80010 $120,000 $119,123
24630013765 1020 Logan Street Denver CO 80203 $568,750 $564,453
24630013766 1630 Pennsylvania Street Denver CO 80203 $318,750 $316,530
24630013771 2310 East Roosevelt Phoenix AZ 85006 $185,000 $181,871
24630013777 1520 Glencoe Street Denver CO 80222 $276,000 $273,972
24630013789 1721 Humboldt Street Denver CO 80218 $372,750 $349,573
24630013854 4912 S Iowa Avenue & 405 SW 50th Street Loveland CO 80537 $200,000 $198,526
24630013922 2951-55 Franklin Street Denver CO 80205 $151,875 $150,924
24630013931 1264 Grant Street Denver CO 80203 $490,000 $485,802
24630013956 1565 Moline Street Aurora CO 80010 $408,750 $406,048
24630013963 13082 E 14th Place Aurora CO 80011 $225,000 $223,446
24630013990 1500 W. Lovers Lane Arlington TX 76013 $675,000 $670,507
24630013991 5020 S. 67th East Avenue Tulsa OK 74145 $506,250 $503,171
24630014009 11916 E. 14th Avenue Aurora CO 80010 $142,500 $141,551
24630014052 6427 W. 11th Avenue/1143 Lamar Street Lakewood CO 80214 $852,000 $847,647
24630014067 2948 North 38th Street Phoenix AZ 85018 $155,000 $153,565
24630014078 1275 Washington Drive Denver CO 80203 $450,000 $447,216
24650012784 2700 AND 2701 FEDERAL BOULEVARD DENVER CO 80211 $682,750 $674,565
24650013220 1984 AKRON STREET AURORA CO 80010 $105,000 $103,968
24650013384 2130 W INDIAN SCHOOL RD PHOENIX AZ 85015 $1,173,750 $1,161,895
24650013465 5849 ORAM ST DALLAS TX 75206 $240,000 $238,175
24650013485 808 & 900 NORTH CENTER ST Arlington TX 76011 $400,000 $396,628
24650013671 3801 STATE HIGHWAY, 198 Malakoff TX 75148 $1,000,000 $992,494
24650013674 675 S 300 EAST Brigham City UT 84302 $200,000 $187,151
24650013815 2309 & 2313 North Fitzhugh Avenue Dallas TX 75204 $157,500 $154,473
24650013816 2514 Community Drive Dallas TX 75220 $300,000 $297,960
24650013838 1401 Harvard Street Houston TX 77008 $108,750 $108,064
24650013853 5536 N. 31st Street Milwaukee WI 53214 $146,250 $145,466
24650013855 5512 N. 31st. St. Milwaukee WI 53214 $141,000 $140,244
24650013859 4316 N 27th Street Phoenix AZ 85016 $350,000 $347,919
24650013944 1443 Elizabeth Street Denver CO 80206 $371,250 $367,337
24650013946 6203 Dover Street Arvada CO 80004 $191,250 $190,155
24650013980 625 Manco Road Lewisville TX 75067 $270,000 $266,205
24650013992 4520 Hemlock Drive Baytown TX 77521 $414,400 $408,340
24650014014 1801-1803 W Cinnabar Avenue & 9832-9850 Phoenix AZ 85021 $160,000 $159,244
N. 18th Avenue
24650014024 405-415 Cora Street Arlington TX 76011 $960,000 $955,133
24650014034 2140 W. Camelback Road Phoenix AZ 85015 $276,250 $275,109
24700012968 1350 CHAMBERS ROAD Aurora CO 80104 $278,000 $274,671
24700013000 7211 REGENCY SQUARE BOULEVARD Houston TX 77036 $960,000 $940,559
24700013172 14644 NORTH CAVE CREEK ROAD Phoenix AZ 85022 $286,000 $282,865
24700013183 2638 SIXTH STREET NW Albuquerque NM 87107 $60,000 $59,010
24700013317 9995 EAST COLFAX AVENUE Aurora CO 80010 $273,000 $266,603
24700013322 1985 WEST APACHE TRAIL Apache Junction AZ 85220 $269,750 $267,093
24700013390 65-97 S SHERIDAN BLVD LAKEWOOD CO 80226 $794,500 $787,269
24700013412 110-160 W 84TH AVE THORTON CO 80221 $507,500 $502,955
24700013438 500 E THOMAS RD PHOENIX AZ 85012 $480,000 $475,441
24700013475 1279-1281 MARION ST DENVER CO 80216 $105,000 $104,032
24700013744 714-730 East 18th Avenue Denver CO 80218 $210,000 $208,316
24700013970 2865 JANITELL RD COLORADO SPRINGS CO 80910 $1,100,000 $1,086,809
24720013642 5612 Yale Boulevard Dallas TX 75206 $346,000 $335,638
24720013688 590 NORTH ALMA SCHOOL RD Chandler AZ 85224 $750,000 $741,226
24720013965 2225 West Broadway Mesa AZ 85202 $60,000 $59,755
25630011929 465 E. HAYDEN AVENUE Hayden Lake ID 83835 $141,000 $137,939
25630012969 420 NORTH 4TH STREET Tacoma WA 98403 $270,000 $265,738
25630013007 17 WEST CASINO ROAD Everett WA 98204 $995,000 $979,297
25630013054 12704-14 49TH AV/4704-4810 127TH ST Lakewood WA 98499 $1,582,500 $1,558,369
25630013075 230 SOUTH 80TH STREET Tacoma WA 98208 $350,000 $345,075
25630013077 8501 MIDVALE AVE N & 8500 NESBIT AVE Seattle WA 98103 $715,000 $704,282
25630013087 7001-7005 & 7009-7015 RAINIER AVE S Seattle WA 98118 $450,000 $443,582
25630013100 6334 RAINIER AVENUE SOUTH Seattle WA 98118 $825,000 $813,357
25630013101 400 12TH AVENUE EAST Seattle WA 98102 $450,000 $443,217
25630013123 519 PROSPECT STREET Seattle WA 98109 $430,000 $423,396
25630013162 1111 WEST JAMES STREET Kent WA 98032 $675,000 $650,541
25630013252 7510 ROOSEVELT WAY NE SEATTLE WA 98115 $150,000 $147,986
25630013255 14132 37TH AVENUE SOUTH Tukwila WA 98168 $330,000 $325,619
25630013296 8001-8007 DENSMORE AVE N & 1512-1518 N Seattle WA 98103 $575,000 $562,493
BOTH ST
25630013360 635 75THE ST SE EVERETT WA 98203 $265,000 $261,974
25630013396 2615 EAST CHERRY STREET SEATTLE WA 98122 $500,000 $494,465
25630013397 515 22ND AVE SEATTLE WA 98122 $475,000 $469,742
25630013427 205 19TH ST & 1820 E JOHN ST SEATTLE WA 98122 $1,150,000 $1,135,626
25630013472 7401 RAINIER AVE S SEATTLE WA 98118 $1,075,000 $1,064,324
25630013473 7325 RAINER AVE S SEATTLE WA 98118 $920,000 $910,700
25630013649 18125 96TH AVE NE BOTHELL WA 98011 $320,000 $316,098
25630013769 3600 S. Oregon Street/4426 36th Avenue S. Seattle WA 98118 $465,000 $461,649
25630013976 1416 E. Marion Street Seattle WA 98122 $305,000 $302,807
25650013474 102411 47TH AVE LAKEWOOD WA 98499 $313,500 $309,326
25650013536 10 EAST CASINO RD Everett WA 98203 $800,000 $793,565
25650013805 1723 18th Avenue Seattle WA 98122 $907,500 $900,961
25650013988 5311 Chicago Avenue SW Lakewood WA 98499 $201,000 $199,961
25700013079 2112 & 2114 THORNDYKE AVE. WEST Seattle WA 98199 $165,000 $162,207
25700013424 11903 NE 128TH ST KIRKLAND WA 98034 $615,000 $603,303
25700013534 2625 E TRENT AVE Spokane WA 99202 $175,000 $173,706
25700013588 1520 HARRISON AVE Centralia WA 98531 $900,000 $881,652
25720013995 119-141 Winslow Way E. Bainbridge Island WA 98110 $235,000 $229,262
25720014036 240 Winslow Way E. Bainbridge Island WA 98110 $420,000 $413,562
26600013221 4155 LANCASTER DR NE SALEM OR 97305 $1,250,000 $1,235,730
26630012473 1871-1875 WILLAMETTE FALLS DR West Linn OR 97068 $425,000 $416,879
26630012982 629 E. 19TH STREET Oakland CA 94606 $600,000 $591,057
26630013025 9305 SE HAROLD STREET Portland OR 97266 $383,600 $378,308
26630013031 607-611 NW 18TH STREET Portland OR 97209 $250,000 $246,555
26630013053 1610 SE PIONEER WAY Oak Harbor WA 98277 $143,500 $141,167
26630013062 803-817 N. AINSWORTH Portland OR 97217 $187,500 $184,196
26630013066 3248 SE FERRY SLIP ROAD South Beach OR 97366 $163,536 $161,530
26630013067 8801-8819 NORTH EDISON STREET Portland OR 97203 $250,000 $241,585
26630013102 1041 SOUTH COLUMBIA STREET Seaside OR 97138 $130,000 $128,272
26630013114 54 NW 13TH STREET Gresham OR 97030 $155,000 $152,875
26630013134 401 NORTH CEDAR STREET Canby OR 97013 $498,750 $492,119
26630013151 6622-6766 NORTH FESSENDEN STREET Portland OR 97203 $1,475,000 $1,456,526
26630013203 624-640 SE 146TH AVENUE Portland OR 97233 $130,000 $128,128
26630013277 131 SE 24TH AVE PORTLAND OR 97214 $295,000 $291,662
26630013329 11401 NE SANDY BLVD PORTLAND OR 97220 $216,000 $211,956
26630013334 76251 RAINBOW ST OAKRIDGE OR 97463 $400,000 $395,601
26630013375 6230 SW HALL BLVD BEAVERTON OR 97008 $205,000 $202,602
26630013408 10305 SE WILSONVILLE RD WILSONVILLE OR 97070 $1,150,000 $1,133,715
26630013458 5436-5504 SE CENTER ST PORTLAND OR 97206 $200,000 $197,167
26630013526 1759 JEROME AVE Astoria OR 97103 $93,500 $91,227
26630013529 1108-1110 WOOD AVE Kelso WA 98626 $480,000 $476,349
26630013643 1612 BRYANT ST Vancouver WA 98661 $540,000 $530,799
26630013901 12924-32 SE Powell Blvd. Portland OR 97236 $332,000 $329,896
26650013530 1611 SE 21ST AVE Portland OR 97214 $270,000 $266,806
26650013733 3804 SE Francis Street Portland OR 97202 $216,000 $212,728
26650013738 1217 North Mesa El Paso TX 79902 $217,000 $213,085
26650013757 914-916 W. Yandell El Paso TX 79902 $97,000 $95,403
26650013762 15827 NE Glisan Street Portland OR 97230 $405,000 $402,269
26650013821 1254 8th NW & 3598 Aster St NW Salem OR 97304 $308,000 $306,119
26650013838 755 SE Hogan Road Gresham OR 97080 $825,000 $819,978
26650013844 3700-3701 Keltner El Paso TX 79904 $520,000 $516,842
26650013851 1589-1599 Market Street NE Salem OR 97301 $285,000 $283,242
26650013856 9221 N Lombard Street Portland OR 97203 $320,000 $317,953
26650013888 3804-3814 SE 54th Avenue Portland OR 97206 $233,000 $231,359
26650013909 1857 Talbot Road S.E. Jefferson OR 97352 $234,000 $232,631
26650013924 12430 NE Glisan Street Portland OR 97230 $1,025,000 $1,019,038
26650013941 4900 SW 170th Avenue Aloha OR 97007 $350,000 $347,859
26650013962 3611-3635 SW Baird Street Portland OR 97219 $380,000 $377,773
26650014029 3721 SE 13th Avenue Portland OR 97202 $395,000 $392,997
26650014059 9222 North Lombard Street Portland OR 97203 $400,000 $398,068
26700012569 12795 SW THIRD STREET Beaverton OR 97005 $160,000 $155,865
26700012929 3811,15,17,19,23,AND 25 SE BELMONT ST Portland OR 97214 $200,000 $180,357
26700012967 700 NORTH KILLINGSWORTH Portland OR 97217 $160,000 $157,966
26700013145 10014 - 10024 SW CANYON ROAD Portland OR 97225 $370,500 $366,439
26700013223 1741-1835 LANCASTER DR NE SALEM OR 97305 $1,450,000 $1,423,076
26700013227 16 & 28 SW FIRST AVENUE Portland OR 97204 $1,500,000 $1,421,023
26700013268 9014 NE SAINT JONES BLVD VANCOUVER WA 98605 $230,000 $226,133
26700013278 205 SE GRAND AVENUE Portland OR 97214 $570,000 $541,767
26700013403 6529 NE SANOY BLVD PORTLAND OR 97213 $165,000 $162,235
26700013449 940 HIGHWAY 99 N EUGENE OR 97402 $263,250 $249,315
26700013496 6025 JEAN RD LAKE OSWEGO OR 97035 $520,000 $515,238
26700013627 19365 SW 89TH ST Tualatin OR 97062 $250,000 $247,676
26700013664 15659 LOWER BOONES FERRY RD Lake Oswego OR 97035 $440,000 $431,152
26700013934 533 NE Schuyler Street Portland OR 97212 $565,000 $561,421
26720013654 324 SE ABERNETHY ST Portland OR 97201 $190,000 $187,914
26720013887 62910 O.B. Riley Road Bend OR 97701 $400,000 $397,776
26720013933 655 C Street Silverton OR 97381 $297,500 $295,339
26720014038 1922 & 2022 NW Division Street Gresham OR 97030 $400,000 $398,256
27630013230 324-326 MT. PROSPECT AVENUE Newark NJ 7104 $227,500 $225,109
27630013896 1101-1107 West Marquette Chicago IL 60621 $221,900 $218,298
27650013813 1808 S Racine Avenue Chicago IL 60608 $75,000 $74,562
27650013999 5551-5553 W. Congress Parkway Chicago IL 60644 $150,000 $149,313
27700013116 16900 DETROIT AVENUE Lakewood OH 44107 $160,000 $158,150
27700013267 361 E. 178TH STREET Bronx NY 10461 $170,000 $168,214
27700013389 2525 WESTCHESTER AVENUE BRONX NY 10461 $350,000 $347,072
27720013977 900-902 W. 59th Street/ 5848-5850 S. Chicago IL 60621 $112,500 $112,035
Peoria Avenue
28630013126 1150-1152 OGDEN STREET EXTENSION BRIDGEPORT CT 6604 $140,625 $139,051
28630013269 493 MONMOUTH ST JERSEY CITY NJ 7302 $118,300 $116,848
28630013602 116 HOMESTEAD ST ROXBURY MA 2121 $165,000 $163,411
28630013707 756 Hamburg Turnpike Pompton Lakes NJ 7442 $120,000 $119,158
28630013753 103 Tompkins Avenue Stony Point NY 10980 $225,000 $223,463
28630013817 5-13 Albough Road & 11-13 Wallens Hill Barkhamsted CT 6063 $1,200,000 $1,191,425
Road
28630013985 62 King Cole Road Hamburg NJ 7419 $361,875 $360,271
28650013836 614-616 Park Avenue Hoboken NJ 7030 $300,000 $297,840
28650013889 8-14 Harrison Street Manchester NH 3014 $528,000 $524,683
28650013917 390-392 Main Street Biddeford ME 4005 $143,500 $142,818
28650013937 4177 Post Road Warwick RI 2886 $318,750 $317,123
28650013943 716 Penfield Street Bronx NY 10470 $217,500 $216,405
28650013968 1 & 3 Florida Court Maynard MA 1754 $937,500 $932,721
28650013997 106 Fulton Street New Haven CT 6513 $135,000 $133,953
28700013089 191 VINEYARD RD Edison NJ 8817 $600,000 $593,805
28700013119 175-177 NEWARK AVENUE Jersey City NJ 7302 $247,520 $245,045
28700013239 9 WEST 20TH STREET New York NY 10011 $2,350,000 $2,285,073
28700013338 2 CENTRAL AVE West Orange NJ 7052 $177,000 $175,378
28700013357 342 E 51ST ST NEW YORK NY 10022 $1,040,000 $1,029,972
28700013363 125 JAMES ST JERSEY CITY NJ 7305 $500,000 $488,740
28700013388 132-142 S THIRD ST EASTON PA 18042 $480,000 $475,404
28700013644 230 RT 206 SOUTH Flanders NJ 7836 $700,000 $696,211
28720013770 890 - 898 East 92nd Street Brooklyn NY 11236 $210,000 $208,316
28720013996 56-70 Washington Street Providence RI 2910 $228,000 $227,087
28720014049 749 Marin Avenue Lyndhurst NJ 7071 $300,000 $298,184
29630013166 611 NE 3RD STREET Hallandale FL 33009 $144,625 $142,882
29630013198 3109 & 3130 NW 21ST COURT Miami FL 33142 $315,000 $311,153
29630013205 823 NW 2ND AVENUE Fort Lauderdale FL 33311 $84,490 $80,455
29630013294 511 W PERRY ST LANTANA FL 33462 $215,000 $212,705
29630013331 2921 2ND AVE NORTH Lake Worth FL 33461 $275,100 $272,586
29630013478 49-53 UNION ST & 5-15 ADAMS ST EAST HAMTOM MA 1027 $345,000 $342,001
29630013510 2124-2138 PARK TERRACE COLLEGE PARK GA 30337 $315,000 $312,188
29630013516 4902-5467 PINE CLUSTER LANE Orlando FL 32819 $875,000 $867,944
29630013533 99-105 WENDELL AVE Pittsfield MA 1201 $150,000 $148,801
29630013632 4102 SE 19TH PLACE CAPE CORAL FL 33904 $365,000 $361,608
29630013732 1387 Grand Concourse Bronx NY 10452 $700,000 $693,709
29630013826 814 N G Street Lake Worth FL 33460 $206,250 $204,857
29630013827 901 North F Street Lake Worth FL 33460 $276,950 $275,021
29630013829 611 North Federal Highway Lake Worth FL 33460 $131,800 $130,882
29650013453 402 LAKE OSBORNE DR LAKE WORTH FL 33461 $169,500 $168,085
29650013504 1652 W GRACE ST/603 N ALLEN ST Richmond VA 23220 $209,250 $207,799
29650013541 921 EVERGREEN DR Lake Park FL 33403 $288,000 $277,321
29650013807 8603 NW 35th Court Coral Springs FL 33065 $180,000 $178,848
29650013880 3200 & 3230 Cushman Circle SW Atlanta GA 30311 $1,190,000 $1,183,714
29650013883 27 Rousseau Road Windham ME 4062 $142,500 $141,610
29650013895 40 West 27th Street Hialeah FL 33010 $173,250 $172,334
29650013900 3911-3919 Wisconsin Street Lake Worth FL 33461 $105,000 $104,391
29650013978 11 Tumlin Street Cartersville GA 30120 $175,000 $174,050
29700013297 973 N. HARBOUR CITY BOULEVARD Melbourne FL 32935 $350,000 $346,318
29700013362 1718 LAKE AVE ASHTABULA OH 44004 $111,000 $109,960
29700013455 801-809 1/2 E IDLEWILD AVE & 5916-5920 TAMPA FL 33064 $136,000 $133,231
N Nebraska
29700013708 1584, 1586, 1588 & 1590 HIGHLAND AVE Melbourne FL 32935 $224,000 $222,556
29700013797 4327 Wade Green Road Kennesaw GA 30144 $406,250 $403,359
29720013734 2970 State Road Highway 138 Riverdale GA 30296 $130,000 $128,655
29720013959 3800 NW 27 Avenue/2727 NW 38 Street Miami FL 33142 $500,000 $497,552
29720013982 393 NE 5th Avenue Delray Beach FL 33483 $125,000 $124,447
29720014043 958-998 SW 81 Avenue/8010-8020 North Lauderdale FL 33068 $850,000 $843,530
Kimberley Blvd
29720014044 157 Summer Street Kennebunk ME 4043 $225,000 $198,727
</TABLE>
<PAGE>
<TABLE>
First Next Rate
Cut Off Monthly Payment Maturity Rate Loan Maximum Minimum Change
Loan Id Date Rate Rate Date Date Type Index Margin Rate Rate Date
- ---------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1630010860 11.500 1,697.69 1-Jun-94 1-May-24 ARM PRIME 3.550 12.950 6.950 1-May-99
1650010884 8.000 1,526.25 1-Jul-94 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
1650010970 8.000 1,388.29 1-Dec-94 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
1650010992 7.500 1,422.21 1-Jan-95 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
1650011009 8.000 1,357.47 1-Feb-95 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1650011176 9.000 1,265.27 1-Jul-95 1-Jun-00 FIXED FIXED N/A N/A N/A N/A
1650011307 9.000 941.41 1-Sep-95 1-Aug-25 FIXED FIXED N/A N/A N/A N/A
1650011353 8.000 1,320.78 1-Oct-95 1-Sep-00 FIXED FIXED N/A N/A N/A N/A
1650012477 8.500 1,209.12 1-Nov-96 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650012536 8.500 1,280.25 1-Dec-96 1-Nov-03 FIXED FIXED N/A N/A N/A N/A
1650013002 9.000 854.92 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
1650013105 9.000 936.59 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
1650013429 9.500 2,708.82 1-Nov-97 1-Oct-04 FIXED FIXED N/A N/A N/A N/A
1650013432 9.500 1,572.40 1-Nov-97 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650013626 9.250 1,373.87 1-Feb-98 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1700010320 12.000 1,133.59 1-Jan-91 1-Dec-00 ARM PRIME 3.950 17.950 11.950 1-May-99
1700010420 12.500 884.76 1-Nov-91 1-Oct-01 ARM PRIME 4.250 17.950 11.950 1-Apr-99
1700010464 11.250 1,703.46 1-Jan-92 1-Dec-01 ARM PRIME 3.550 16.250 10.250 1-Jun-99
1700010497 12.500 3,694.35 1-Apr-92 1-Mar-22 ARM PRIME 3.950 16.450 10.450 1-Mar-99
1720010854 6.000 1,940.88 1-Apr-94 1-Mar-09 FIXED FIXED N/A N/A N/A N/A
1720010996 8.750 1,534.07 1-Feb-95 1-Jan-00 FIXED FIXED N/A N/A N/A N/A
1720011304 9.500 1,195.70 1-Sep-95 1-Aug-05 FIXED FIXED N/A N/A N/A N/A
1720012241 9.000 1,265.27 1-Jul-96 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
1720012333 8.500 2,114.52 1-Oct-96 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
1720012709 8.500 1,601.27 1-Feb-97 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
1720012974 8.000 525.38 1-Apr-97 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
2700010913 11.250 2,368.15 1-Feb-94 1-Jan-24 ARM PRIME 3.550 13.950 7.950 1-Jul-99
3650011398 9.500 1,934.53 1-May-77 1-Apr-07 FIXED FIXED N/A N/A N/A N/A
3650011409 10.000 2,106.18 1-Jan-79 1-Dec-08 FIXED FIXED N/A N/A N/A N/A
3650011416 9.500 1,513.80 1-Oct-77 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
3650011424 15.500 1,319.58 1-Dec-84 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
3700011598 10.212 2,788.78 1-Feb-88 1-Jan-00 ARM 6MOLIBOR 3.650 16.212 10.212 1-Jun-99
3700011892 9.500 5,253.17 1-Sep-95 1-Sep-05 ARM 6MOLIBOR 3.500 15.500 9.500 1-May-99
3720011393 13.500 3,320.00 1-Nov-80 1-Oct-00 FIXED FIXED N/A N/A N/A N/A
3720011402 9.625 2,603.00 1-Jul-74 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
3720011403 9.250 925.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011404 8.000 1,983.00 1-Aug-74 1-Jul-04 FIXED FIXED N/A N/A N/A N/A
3720011405 8.750 984.00 1-Sep-74 1-Aug-04 FIXED FIXED N/A N/A N/A N/A
3720011427 9.500 3,059.00 15-Apr-76 15-Mar-01 FIXED FIXED N/A N/A N/A N/A
3720011432 14.000 1,917.05 13-Jun-91 13-May-06 FIXED FIXED N/A N/A N/A N/A
3720011612 9.250 3,200.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011616 9.500 3,714.50 1-Jul-77 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
21630011696 9.250 1,642.28 1-Dec-95 1-Nov-25 ARM 6MOLIBOR 4.250 14.000 7.500 1-May-99
21630012785 11.250 2,609.16 1-Jul-97 1-Jun-27 ARM PRIME 3.500 14.750 8.750 1-Jun-99
21630012904 9.500 1,115.00 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012928 9.500 1,110.29 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012931 10.250 1,622.05 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
21630012954 9.750 1,342.08 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012959 9.875 1,091.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
21630012960 9.750 1,410.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012972 9.750 1,242.36 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012973 9.500 1,309.19 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630012975 9.750 3,301.60 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630012976 9.750 2,401.17 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630012977 9.750 1,546.35 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012990 9.750 1,260.61 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630012992 9.750 5,880.54 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
21630013010 9.375 5,150.94 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013027 9.375 913.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013028 9.625 1,126.56 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013029 9.750 1,895.21 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.500 7.750 1-Mar-99
21630013030 9.625 1,324.15 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013032 9.875 1,181.32 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
21630013034 8.750 3,027.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013037 10.630 1,412.14 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.500 10.630 1-Apr-00
21630013045 9.125 10,971.93 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013048 9.375 1,837.58 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
21630013050 9.125 2,296.63 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013063 9.250 2,136.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.500 7.500 1-Apr-99
21630013064 9.625 6,032.68 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 7.500 1-Apr-99
21630013068 10.375 2,167.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Apr-99
21630013070 9.375 1,769.06 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
21630013071 9.625 1,421.82 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
21630013090 9.250 1,060.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-May-99
21630013109 9.000 1,176.43 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013111 9.000 1,044.98 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
21630013137 9.000 982.95 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013143 8.750 1,651.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013149 9.250 1,707.11 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630013152 9.125 819.29 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013164 7.875 6,706.33 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
21630013185 9.625 1,859.74 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jul-99
21630013186 9.625 1,352.34 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
21630013193 8.875 1,310.38 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013195 9.125 1,453.00 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013204 9.125 1,325.42 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013207 8.875 1,214.25 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013216 9.750 5,154.93 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 9.750 1-Jun-00
21630013217 8.875 974.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013218 9.125 1,229.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013222 9.125 626.16 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013241 8.875 1,401.52 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013243 8.875 1,786.21 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013246 9.125 1,282.80 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013256 8.875 2,367.34 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013258 8.875 2,801.02 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013263 8.875 942.24 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013265 8.875 1,006.96 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
21630013266 8.875 6,266.49 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
21630013272 9.500 2,423.45 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013273 8.875 924.41 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013275 9.125 1,109.57 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013276 9.375 1,231.37 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Jul-99
21630013281 9.125 1,431.21 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
21630013306 9.500 2,720.14 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013307 9.500 7,871.46 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.750 1-Aug-99
21630013310 9.500 881.26 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013311 9.250 1,940.60 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Aug-99
21630013320 9.750 1,440.82 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Aug-99
21630013340 9.000 4,881.84 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.250 13.450 7.500 1-Aug-99
21630013341 9.750 15,624.12 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013345 9.500 1,952.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Aug-99
21630013346 9.250 14,467.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 14.250 8.250 1-Aug-99
21630013351 9.500 1,468.76 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630013353 9.875 1,070.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Apr-99
21630013361 9.625 1,460.57 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013367 9.750 1,080.61 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630013374 9.500 1,610.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Mar-99
21630013378 9.625 1,740.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013380 9.750 1,120.67 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Mar-99
21630013382 9.500 4,619.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 22-Feb-99
21630013387 8.375 5,129.10 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
21630013392 10.250 2,124.19 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-Mar-99
21630013393 9.625 2,199.33 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013404 9.250 1,170.03 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
21630013415 9.375 2,242.81 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
21630013416 9.375 1,248.43 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Apr-99
21630013418 10.250 12,804.28 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
21630013422 8.875 4,174.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013423 8.875 1,828.94 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013433 8.875 999.15 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013434 8.875 1,669.87 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013444 9.125 1,300.97 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
21630013445 9.375 891.55 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
21630013448 8.875 1,261.33 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21630013457 9.125 1,189.15 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
21630013462 8.875 1,664.75 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
21630013466 8.750 903.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.250 7.250 1-May-99
21630013467 8.875 1,080.61 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Apr-99
21630013481 8.750 1,032.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
21630013482 8.750 1,889.49 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-May-99
21630013483 8.500 1,855.29 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013492 8.500 1,247.91 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013497 8.875 5,619.52 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.500 7.500 1-May-99
21630013499 9.500 716.33 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-May-99
21630013511 9.625 2,334.53 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.450 7.950 1-Jun-99
21630013513 7.750 1,970.73 1-Dec-97 1-Nov-27 ARM 1YRCMT 2.990 13.250 7.750 1-May-99
21630013518 8.440 3,898.88 1-Dec-97 1-Nov-27 ARM 1YRCMT 2.990 14.440 8.440 1-May-99
21630013520 9.600 1,366.13 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 9.600 1-May-99
21630013523 8.500 5,344.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
21630013548 8.875 1,112.50 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.700 7.700 1-Jun-99
21630013550 8.875 904.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013551 8.625 2,746.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013553 8.625 2,738.76 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013554 8.625 2,243.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013559 8.625 1,944.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jun-99
21630013560 9.125 1,336.64 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jun-99
21630013571 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013572 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013577 8.625 1,282.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013580 8.657 1,506.17 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jul-99
21630013582 8.625 1,631.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013595 8.875 2,225.21 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013598 8.625 1,274.90 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013599 8.875 694.76 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013600 8.625 3,107.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013617 9.625 17,399.00 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.450 7.950 1-Jul-99
21630013619 8.625 1,009.91 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
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21630013640 8.625 1,689.90 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013648 8.625 1,903.57 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.250 12.750 7.750 1-Aug-99
21630013651 8.625 1,252.64 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
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21630013659 9.125 3,290.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013663 8.875 1,049.83 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013669 8.875 3,069.42 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
21630013670 8.125 4,833.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
21630013675 9.750 966.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.250 9.750 1-Jul-99
21630013677 8.625 2,302.12 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013678 8.625 3,884.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013683 9.000 4,765.41 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.950 13.500 7.500 1-Aug-99
21630013684 9.125 3,254.54 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21630013685 8.625 1,447.52 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
21630013689 9.125 973.99 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
21630013691 9.750 2,604.57 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.000 13.990 7.990 1-Aug-99
21630013704 9.000 1,603.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013713 9.000 1,265.56 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013715 9.750 2,981.27 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21630013717 9.000 1,291.25 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.250 7.500 1-Mar-99
21630013722 8.375 1,423.48 1-Mar-98 1-Feb-28 ARM 1YRCMT 2.990 13.250 7.250 1-Aug-99
21630013724 9.250 2,526.36 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.750 1-Aug-99
21630013741 8.750 3,446.66 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.250 13.250 7.250 1-Aug-99
21630013742 8.750 2,003.19 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.250 13.250 7.250 1-Aug-99
21630013768 8.375 2,968.17 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 2.700 12.990 6.990 1-Mar-99
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21630013784 8.750 2,946.40 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
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21630013841 9.000 4,005.67 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
21630013843 9.000 3,499.44 1-May-98 1-Apr-28 ARM 6MOLIBOR 5.000 12.500 7.500 1-Apr-99
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21630013886 9.000 1,295.90 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
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21630013902 9.000 1,808.25 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
21630013903 9.210 6,361.86 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.500 9.210 1-Apr-99
21630013919 8.060 6,818.66 1-Jun-98 1-May-28 ARM 1YRCMT 2.700 11.900 8.060 1-May-99
21630013935 8.750 3,294.41 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 12.500 7.500 1-May-99
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21650010908 9.000 1,448.33 1-Aug-94 1-Jul-09 FIXED FIXED N/A N/A N/A N/A
21650013155 9.500 1,231.02 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
21650013662 8.625 1,575.03 1-Feb-98 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
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21700013355 10.750 1,704.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 14.500 8.500 1-Mar-99
21700013370 10.750 2,069.69 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-Mar-99
21700013402 11.750 806.48 1-Oct-97 1-Sep-22 ARM PRIME 3.250 14.750 9.250 10-Mar-99
21700013442 8.875 6,361.32 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21700013532 9.750 1,931.51 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.750 13.700 8.200 1-May-99
21700013546 11.000 929.76 1-Jan-98 1-Dec-27 ARM PRIME 3.250 14.500 8.500 1-Jun-99
21700013562 9.580 7,562.07 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.700 15.580 9.580 1-Jun-99
21700013603 10.375 4,511.96 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 5.250 13.700 8.200 1-Jul-99
21700013610 9.375 8,711.39 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 6.700 1-Jul-99
21700013621 10.375 1,204.67 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 5.250 14.250 8.250 1-Jul-99
21700013641 9.375 814.11 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
21700013687 9.750 10,974.36 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013701 9.950 14,482.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013709 9.700 1,166.03 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21700013840 10.500 2,466.20 1-May-98 1-Apr-28 ARM PRIME 3.250 14.500 8.500 1-Apr-99
21700013847 9.700 1,404.96 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.750 12.700 7.700 1-Apr-99
21700014008 8.875 2,474.26 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jun-99
21700031791 9.700 2,628.06 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21720013703 9.750 2,545.09 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21720013721 9.375 3,077.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21720013759 9.250 5,138.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013781 9.490 873.73 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013798 9.290 1,634.10 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013804 9.090 6,691.64 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013824 8.540 10,032.76 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013849 10.045 1,497.53 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013885 8.820 15,438.26 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013915 9.320 2,462.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013916 10.070 2,339.29 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013930 8.820 2,802.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013938 8.570 5,127.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013969 8.650 16,890.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013983 9.400 2,142.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013986 10.275 2,693.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720014013 9.600 7,633.44 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014037 8.650 10,816.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014042 9.400 2,542.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22330013086 10.500 4,098.04 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
22600013301 9.500 4,618.57 1-Sep-97 1-Aug-12 ARM 6MOLIBOR 3.750 13.750 7.750 1-Aug-99
22630011247 10.250 2,852.26 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 14.363 7.950 1-Aug-99
22630012540 9.000 1,233.14 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630012726 9.625 938.77 1-Feb-97 1-Jan-27 ARM 6MOLIBOR 4.500 14.000 8.000 1-Jul-99
22630012924 9.125 2,048.09 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
22630012947 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012948 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012953 9.200 1,330.97 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012988 10.060 4,383.59 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 10.060 1-Mar-00
22630012995 9.750 1,672.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
22630013004 10.875 2,024.86 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.950 8.950 1-Apr-99
22630013012 9.625 1,794.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Apr-99
22630013060 9.625 721.76 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Apr-99
22630013082 9.000 2,425.25 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013128 8.750 1,354.87 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
22630013130 9.000 5,309.01 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013131 9.000 2,111.54 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013140 9.000 2,894.68 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
22630013159 11.000 1,207.68 1-Jun-97 1-May-27 ARM PRIME 2.950 14.250 8.250 1-May-99
22630013177 9.125 683.08 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013192 9.375 1,047.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Jun-99
22630013209 9.125 1,309.23 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013215 9.125 3,286.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.250 7.750 1-Jul-99
22630013219 9.125 1,951.65 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013253 9.125 819.29 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013257 9.125 1,341.76 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013261 10.000 1,226.51 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Aug-99
22630013279 9.500 2,517.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013284 9.625 1,781.05 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013285 9.625 3,752.31 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013312 9.500 1,269.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013326 9.500 3,065.40 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013344 9.375 8,437.49 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
22630013359 9.750 892.52 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013369 9.750 2,231.30 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013398 9.125 1,058.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Apr-99
22630013399 9.750 1,756.75 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013417 9.500 3,122.74 1-Dec-97 1-Nov-12 ARM 6MOLIBOR 4.500 13.500 7.500 1-May-99
22630013430 9.125 967.58 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
22630013435 8.875 3,432.36 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
22630013441 10.625 3,651.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.250 14.450 8.950 1-Apr-99
22630013486 7.750 1,899.96 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.750 13.500 7.500 1-May-99
22630013501 8.750 1,938.75 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
22630013502 7.250 8,704.65 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.250 7.250 1-May-99
22630013540 10.125 9,168.77 1-Jan-98 1-Dec-04 ARM 6MOLIBOR 5.000 14.000 8.500 1-Jun-99
22630013543 8.875 1,113.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013544 8.875 1,938.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013564 8.875 3,518.61 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
22630013566 8.875 789.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013567 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
22630013585 8.875 835.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
22630013607 8.875 755.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.990 7.990 1-Jul-99
22630013608 7.625 2,682.17 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.500 7.500 1-Jul-99
22630013611 7.625 7,043.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.250 7.250 1-Jul-99
22630013636 9.750 1,480.23 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.125 14.250 8.250 1-Aug-99
22630013637 8.875 2,076.09 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
22630013650 8.625 1,690.19 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
22630013658 8.750 7,308.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.500 1-Jul-99
22630013679 8.875 2,384.93 1-Feb-98 1-Jan-05 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jul-99
22630013680 9.500 3,182.61 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.375 13.740 7.990 1-Jul-99
22630013740 9.625 1,641.61 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.875 13.250 9.495 1-Aug-99
22630013745 9.250 1,388.12 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.250 7.750 1-Aug-99
22630013746 9.625 1,274.88 1-Apr-98 1-Mar-05 ARM 6MOLIBOR 3.950 13.750 9.500 1-Mar-99
22630013780 8.750 1,355.96 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
22630013786 9.000 644.53 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013787 8.875 1,932.14 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.125 12.250 7.500 1-Mar-99
22630013800 9.750 3,002.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.000 13.250 7.750 1-Mar-99
22630013819 8.750 466.82 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
22630013820 9.490 2,292.11 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 5.000 13.990 7.990 1-Mar-99
22630013822 7.750 2,953.12 1-Apr-98 1-Mar-28 ARM 1YRCMT 2.700 12.990 6.990 1-Mar-99
22630013862 7.625 1,432.79 1-May-98 1-Apr-28 ARM 1YRCMT 3.000 13.250 7.250 1-Apr-99
22630013863 9.000 1,406.14 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-Apr-99
22630013868 9.125 740.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.750 1-Apr-99
22630013906 8.360 16,223.90 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 8.360 1-May-99
22630013961 8.625 1,515.30 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-May-99
22630014022 9.030 18,152.58 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.250 13.250 9.030 1-Jun-99
22650012504 10.500 4,310.71 1-Dec-96 1-Nov-01 FIXED FIXED N/A N/A N/A N/A
22650013376 10.170 1,442.06 1-Oct-97 1-Sep-04 FIXED FIXED N/A N/A N/A N/A
22650013400 9.500 1,034.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
22650013431 10.880 1,117.17 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013459 9.800 7,828.11 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013565 9.450 1,406.52 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
22650013568 8.875 2,068.68 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
22650013606 9.440 12,173.42 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013613 8.930 6,536.66 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013614 8.930 2,248.85 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013615 8.930 5,247.32 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013747 8.940 3,401.32 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013748 8.940 6,402.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013761 8.625 1,487.53 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013818 9.040 1,130.51 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013869 9.000 2,574.80 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013871 8.320 2,353.66 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013881 8.150 18,234.08 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013893 8.820 2,216.78 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013894 8.290 2,799.91 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013905 8.655 1,871.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013928 9.450 1,306.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013929 9.150 1,992.12 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013964 8.900 2,003.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013971 8.963 2,586.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013972 8.900 1,646.71 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013994 8.963 661.62 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014019 9.140 1,405.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014021 9.650 364.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014028 8.890 1,310.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014031 8.640 2,468.98 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014061 8.140 14,870.96 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22700012966 12.000 1,471.45 1-Jul-97 1-Jun-22 ARM PRIME 4.200 15.200 9.200 1-Jun-99
22700012989 9.875 3,864.20 1-May-97 1-Apr-22 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
22700012996 9.625 5,094.18 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-Mar-99
22700013041 11.500 1,951.31 1-May-97 1-Apr-27 ARM PRIME 3.250 14.750 8.750 1-Apr-99
22700013058 9.250 5,329.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
22700013129 9.500 3,230.42 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
22700013178 9.625 6,706.10 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
22700013210 10.625 1,135.42 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
22700013233 9.500 11,653.97 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.375 13.875 8.375 1-Jul-99
22700013350 9.625 2,623.59 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013377 11.250 659.00 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Mar-99
22700013401 9.625 7,640.81 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013425 10.875 2,466.01 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.500 14.500 9.000 1-Apr-99
22700013443 9.875 8,127.93 1-Nov-97 1-Oct-17 ARM 6MOLIBOR 4.500 14.500 9.000 1-Apr-99
22700013470 9.500 12,153.63 1-Dec-97 1-Nov-07 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013494 9.500 1,478.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013498 10.000 1,082.44 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-May-99
22700013507 8.625 2,719.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.700 13.490 7.990 1-May-99
22700013521 10.250 1,074.32 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
22700013570 11.750 2,519.69 1-Jan-98 1-Dec-27 ARM PRIME 3.950 14.750 9.250 1-Jun-99
22700013584 9.375 1,346.04 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jun-99
22700013594 10.125 4,030.12 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 5.000 14.250 8.250 1-Jul-99
22700013638 10.250 2,607.01 1-Feb-98 1-Jan-08 ARM 6MOLIBOR 4.250 14.200 10.250 1-Jul-99
22700013666 9.750 1,283.46 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.625 13.700 8.450 1-Jul-99
22700013760 9.500 5,234.60 1-Apr-98 1-Mar-23 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
22720013616 9.875 3,655.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013681 9.480 3,684.72 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013706 9.600 1,188.89 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
22720013764 9.810 1,298.25 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013776 9.540 3,796.99 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013778 9.390 11,042.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013852 9.040 2,862.20 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013870 9.540 2,362.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013912 8.570 19,347.00 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013925 9.915 958.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013942 8.900 2,665.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013967 8.400 4,942.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013974 8.900 1,992.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720014020 9.015 5,438.49 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23600013293 9.750 12,869.28 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 14.000 8.000 1-Aug-99
23630013006 9.250 1,068.23 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
23630013021 8.875 3,879.55 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.450 7.450 1-Apr-99
23630013047 9.125 4,310.26 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.750 7.750 1-Apr-99
23630013061 8.875 1,635.87 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
23630013076 9.625 806.37 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
23630013103 9.450 1,816.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-00
23630013147 7.500 4,869.27 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
23630013287 8.375 8,736.80 1-Oct-97 1-Sep-07 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
23630013300 9.690 2,051.41 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23630013315 10.500 4,708.34 1-Sep-97 1-Aug-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013337 10.500 1,277.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013461 7.875 1,340.88 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
23630013487 9.625 1,992.29 1-Dec-97 1-Nov-17 ARM 6MOLIBOR 4.630 14.500 8.500 1-May-99
23630013500 7.500 3,619.67 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.000 7.500 1-May-99
23630013514 8.875 1,231.85 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-May-99
23630013519 8.750 2,045.69 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.750 8.250 1-May-99
23630013574 9.375 1,296.19 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013575 9.375 1,296.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013609 9.625 3,097.80 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
23630013645 8.750 10,890.95 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.950 1-Jul-99
23630013647 8.625 4,665.56 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
23630013716 9.875 1,606.45 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23630013772 9.750 4,838.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.500 13.250 7.750 1-Mar-99
23630013793 8.750 9,432.62 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.625 13.250 7.750 1-Mar-99
23630014003 8.875 4,927.57 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
23650013428 10.000 2,544.96 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
23650013775 8.500 1,691.61 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23650013975 8.400 2,827.95 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23650013984 8.650 3,792.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014053 8.400 3,428.27 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014065 8.195 2,952.25 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23700013018 10.250 1,958.28 1-May-97 1-Apr-17 ARM 6MOLIBOR 4.950 13.950 7.950 1-Apr-99
23700013093 9.250 2,723.55 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700013188 9.875 3,574.22 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jun-99
23700013299 10.500 1,734.50 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23700013325 9.250 4,108.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.450 13.750 7.750 1-Aug-99
23700013365 10.000 4,382.32 1-Oct-97 1-Sep-07 ARM 6MOLIBOR 4.250 13.750 8.250 1-Mar-99
23700013372 10.750 6,145.76 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 5.000 14.500 8.500 22-Feb-99
23700013405 10.250 5,581.88 1-Oct-97 1-Sep-17 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
23700013493 9.750 7,248.64 1-Dec-97 1-Nov-22 ARM 6MOLIBOR 4.750 13.950 8.450 1-May-99
23700013557 9.875 4,336.45 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.750 13.500 8.000 1-Jun-99
23700013558 8.875 5,726.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
23700013583 9.375 1,510.96 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 4.250 13.500 7.500 1-Jul-99
23700013590 7.625 2,827.11 1-Jan-98 1-Dec-27 ARM 1YRCMT 2.990 13.250 7.250 1-Jun-99
23700013593 9.875 1,550.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.750 13.950 8.450 1-Jul-99
23700013605 9.750 1,173.29 1-Mar-98 1-Feb-18 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013660 9.375 6,936.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
23700013661 9.750 2,366.77 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
23700013672 9.625 9,765.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.500 8.000 1-Jul-99
23700013727 10.000 5,784.72 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 8.200 1-Mar-99
23700013731 9.750 7,721.16 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013749 9.625 1,816.96 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 3.950 13.500 8.000 1-Mar-99
23700013860 9.625 3,199.56 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.250 13.450 7.950 1-Apr-99
23700013952 9.250 1,311.12 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700014062 8.125 1,402.82 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.950 13.700 7.700 1-Jun-99
23720013321 10.480 9,663.23 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23720013531 9.750 3,118.99 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
23720013547 9.450 4,964.63 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
23720013695 8.875 10,964.63 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
23720013754 9.250 12,631.64 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
23720013875 10.125 4,587.64 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013882 9.445 1,736.38 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013890 9.125 5,383.36 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013898 9.250 3,907.71 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013911 8.750 1,404.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013987 9.400 7,085.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014000 9.025 6,149.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014045 9.640 1,880.91 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23720014054 8.195 3,251.21 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24330013113 10.750 2,660.43 1-Jun-97 1-May-04 FIXED FIXED N/A N/A N/A N/A
24630011333 10.250 2,614.02 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 13.750 7.750 1-Aug-99
24630012999 9.375 1,163.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
24630013005 8.950 2,242.88 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 8.950 1-Apr-00
24630013013 9.375 1,577.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013020 9.125 2,113.02 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013085 9.375 2,323.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013108 8.750 1,572.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013117 9.000 1,768.97 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
24630013133 9.000 849.13 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013139 9.000 3,217.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013148 8.750 3,908.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013190 8.875 3,006.58 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013196 8.875 2,182.85 1-Jul-97 1-Jun-17 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013208 9.125 757.97 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013214 9.125 2,335.83 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013235 9.625 2,412.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 14.250 8.250 1-Jul-99
24630013251 9.125 609.65 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
24630013270 8.875 1,873.62 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
24630013302 10.000 1,051.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.250 8.250 1-Aug-99
24630013304 9.500 3,241.76 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013313 9.750 1,650.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
24630013332 9.500 1,322.74 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
24630013333 9.125 1,574.98 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.750 13.500 7.500 1-Aug-99
24630013352 9.500 3,273.93 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013371 10.000 4,925.99 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Mar-99
24630013385 9.500 3,594.66 1-Oct-97 1-Sep-22 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013394 9.500 2,849.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013411 9.125 1,271.82 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013436 8.875 953.85 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
24630013479 8.500 3,601.16 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013489 8.750 1,155.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013490 8.625 2,152.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013506 8.500 2,217.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013509 8.500 922.64 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-May-99
24630013515 9.625 11,304.86 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
24630013517 8.500 1,049.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013535 9.250 2,326.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24630013538 8.625 1,159.71 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013542 8.875 3,062.07 1-Jan-98 1-Dec-27 ARM 1YRCMT 4.250 13.700 7.700 1-Jun-99
24630013549 8.625 3,266.37 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013555 8.625 3,468.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013556 8.625 1,480.70 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013587 8.625 1,095.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013589 8.625 4,515.85 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013591 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013624 7.625 2,005.12 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
24630013635 8.125 3,660.14 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
24630013692 8.625 1,912.69 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013702 8.625 1,513.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013714 8.750 1,296.21 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013720 8.750 5,685.27 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013756 8.750 943.33 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013765 8.375 4,320.84 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.250 13.250 7.250 1-Mar-99
24630013766 9.000 2,565.64 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013771 8.750 1,446.16 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
24630013777 8.750 2,169.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013789 9.000 2,999.24 1-Apr-98 1-Mar-05 FIXED FIXED N/A N/A N/A N/A
24630013854 8.750 1,571.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
24630013922 8.750 1,193.68 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013931 7.250 3,338.03 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 7.250 1-May-99
24630013956 8.500 3,139.76 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013963 8.500 1,728.14 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013990 8.500 5,184.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013991 8.625 3,932.66 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014009 8.500 1,094.55 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630014052 9.125 6,927.01 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 14.125 8.125 1-Jun-99
24630014067 8.625 1,204.19 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014078 7.875 3,260.99 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.750 12.250 7.250 1-Jun-99
24650012784 9.880 5,931.17 1-Mar-97 1-Feb-02 FIXED FIXED N/A N/A N/A N/A
24650013220 9.880 912.16 1-Jul-97 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
24650013384 9.000 9,444.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
24650013465 9.625 2,039.98 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013485 9.125 3,254.54 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013671 9.130 8,139.95 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013674 9.500 1,681.71 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013815 8.790 1,395.87 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013816 8.790 2,368.68 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013838 9.125 884.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013853 9.500 1,229.75 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013855 9.500 1,185.61 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013859 8.750 2,753.46 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013944 8.570 2,873.03 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013946 8.400 1,457.02 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013980 8.900 2,411.93 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013992 8.900 3,701.86 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650014014 8.750 1,258.73 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014024 8.400 7,313.65 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014034 9.400 2,302.74 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24700012968 9.875 2,411.40 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013000 10.500 9,039.14 1-Apr-97 1-Mar-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Mar-99
24700013172 9.625 2,429.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
24700013183 11.000 566.37 1-Jul-97 1-Jun-27 ARM PRIME 3.250 14.750 8.750 1-Jun-99
24700013317 10.250 2,429.57 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013322 10.250 2,413.02 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013390 10.250 7,109.02 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
24700013412 9.875 4,401.44 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013438 9.625 4,074.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Apr-99
24700013475 9.250 862.93 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24700013744 9.700 1,792.71 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
24700013970 10.250 9,843.31 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
24720013642 9.875 3,691.72 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24720013688 9.375 6,487.68 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24720013965 10.000 526.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25630011929 10.000 1,233.44 1-Mar-96 1-Feb-26 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
25630012969 8.375 2,051.49 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.250 13.500 7.500 1-Mar-99
25630013007 7.625 7,051.49 1-May-97 1-Apr-27 ARM 1YRCMT 3.000 13.500 7.500 1-Apr-99
25630013054 7.875 11,485.67 1-May-97 1-Apr-27 ARM 1YRCMT 3.250 13.500 7.500 1-Apr-99
25630013075 8.875 2,782.69 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
25630013077 7.375 4,948.42 1-Jun-97 1-May-27 ARM 1YRCMT 3.125 13.375 7.375 1-May-99
25630013087 7.500 3,153.94 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.500 7.500 1-May-99
25630013100 7.750 5,920.64 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.750 7.750 1-May-99
25630013101 7.500 3,151.63 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
25630013123 7.250 2,939.48 1-Jun-97 1-May-27 ARM 1YRCMT 2.950 13.250 7.250 1-May-99
25630013162 7.875 4,787.04 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
25630013252 7.875 1,088.20 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jul-99
25630013255 8.125 2,450.67 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.500 13.450 7.950 1-Jul-99
25630013296 8.625 4,437.05 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.250 13.500 7.500 1-Aug-99
25630013360 8.375 2,013.70 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
25630013396 8.625 3,887.24 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013397 8.625 3,692.87 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013427 7.500 8,045.50 1-Nov-97 1-Oct-27 ARM 1YRCMT 2.950 13.250 7.250 1-Apr-99
25630013472 7.950 7,856.25 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013473 7.950 6,722.28 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013649 7.250 2,181.56 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.950 13.250 7.250 1-Jul-99
25630013769 8.290 3,506.48 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25630013976 7.250 2,080.64 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 12.250 7.250 1-May-99
25650013474 9.300 2,590.46 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
25650013536 8.960 6,413.97 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
25650013805 8.290 6,843.29 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25650013988 8.900 1,602.85 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25700013079 9.250 1,352.03 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
25700013424 9.625 5,170.11 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Apr-99
25700013534 10.250 1,567.05 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
25700013588 9.125 8,167.27 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 3.950 13.750 8.250 1-Jul-99
25720013995 8.900 1,873.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25720014036 8.890 3,346.23 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26600013221 9.625 10,613.39 1-Jul-97 1-Jun-07 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26630012473 11.250 4,122.27 1-Aug-95 1-Jul-25 ARM PRIME 3.550 16.450 8.450 1-Jul-99
26630012982 8.875 4,769.48 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.750 13.500 7.500 1-Mar-99
26630013025 9.125 3,117.65 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013031 9.125 2,031.84 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013053 8.125 1,066.17 1-May-97 1-Apr-27 ARM 1YRCMT 3.500 13.500 7.500 1-Apr-99
26630013062 8.875 1,489.39 1-Jan-97 1-Dec-26 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
26630013066 9.875 1,418.11 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Apr-99
26630013067 8.750 1,927.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013102 8.750 1,022.41 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013114 8.750 1,218.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013134 8.750 3,922.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013151 9.125 11,987.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
26630013203 7.500 910.24 1-Jul-97 1-Jun-27 ARM 1YRCMT 2.950 13.250 7.250 1-Jun-99
26630013277 9.500 2,475.91 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
26630013329 10.000 1,892.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
26630013334 10.000 3,501.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
26630013375 8.625 1,592.76 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.500 8.000 1-Mar-99
26630013408 8.000 8,420.13 1-Oct-97 1-Sep-27 ARM 1YRCMT 2.950 13.500 7.750 1-Mar-99
26630013458 7.875 1,553.94 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
26630013526 8.875 832.39 1-Jan-98 1-Dec-17 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
26630013529 9.250 3,948.85 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
26630013643 8.625 4,161.86 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
26630013901 8.750 2,609.20 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26650013530 8.500 2,114.52 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
26650013733 8.560 1,670.05 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013738 9.310 1,995.88 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013757 9.310 892.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013762 8.560 3,131.34 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013821 8.540 2,377.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013838 8.790 6,513.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013844 8.820 4,116.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013851 8.570 2,205.56 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013856 8.570 2,476.42 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013888 8.070 1,721.06 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013909 9.570 1,979.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013924 8.320 7,750.99 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013941 8.070 2,585.28 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013962 8.275 2,861.50 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650014029 8.400 3,009.26 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26650014059 8.640 3,115.43 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26700012569 8.500 1,221.18 1-Dec-96 1-Nov-26 ARM 6MOLIBOR 3.500 13.450 7.450 1-May-99
26700012929 10.750 1,747.28 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
26700012967 10.250 1,430.71 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
26700013145 9.625 3,147.26 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013223 9.625 12,778.94 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013227 9.625 15,749.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
26700013268 10.000 2,008.04 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Aug-99
26700013278 9.375 4,767.88 1-Aug-97 1-Jul-22 ARM 6MOLIBOR 4.250 13.750 7.750 1-Jul-99
26700013403 9.625 1,401.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.950 8.450 1-Apr-99
26700013449 9.625 2,168.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.200 7.700 1-Apr-99
26700013496 8.875 4,136.10 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
26700013627 8.875 1,985.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-Jul-99
26700013664 9.625 4,132.09 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 4.500 14.200 8.200 1-Jul-99
26700013934 8.625 4,390.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-May-99
26720013654 9.780 1,697.16 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
26720013887 9.320 3,311.02 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26720013933 9.790 2,659.47 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26720014038 9.140 3,258.87 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27630013230 9.375 1,891.83 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27630013896 9.500 2,064.89 1-May-98 1-Apr-18 ARM 6MOLIBOR 4.125 13.500 8.250 1-Apr-99
27650013813 9.040 605.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
27650013999 8.900 1,196.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27700013116 9.500 1,344.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
27700013267 9.375 1,413.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27700013389 10.250 3,132.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.875 14.330 8.330 1-Apr-99
27720013977 9.400 937.77 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
28630013126 9.500 1,182.46 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 15.500 9.500 1-May-00
28630013269 8.375 899.44 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.750 13.500 7.500 1-Jul-99
28630013602 7.500 1,154.16 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.700 13.500 7.500 1-Jul-99
28630013707 9.950 1,047.18 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
28630013753 9.000 1,810.41 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
28630013817 8.000 8,803.13 1-May-98 1-Apr-28 ARM 1YRCMT 3.375 13.990 7.990 1-Apr-99
28630013985 9.650 3,082.53 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013836 8.853 2,382.21 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
28650013889 8.695 4,133.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013917 9.310 1,186.79 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013937 8.963 2,556.26 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013943 9.000 1,750.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013968 8.963 7,518.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013997 8.900 1,076.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28700013089 10.875 5,649.07 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Apr-99
28700013119 10.500 2,262.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-May-99
28700013239 9.875 22,478.50 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.750 14.500 8.500 1-Jul-99
28700013338 9.500 1,486.27 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
28700013357 9.625 8,831.37 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
28700013363 12.000 5,483.60 1-Oct-97 1-Sep-17 ARM PRIME 3.500 14.450 8.950 1-Mar-99
28700013388 10.250 4,292.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
28700013644 10.500 6,403.38 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.950 10.500 1-Jul-99
28720013770 10.000 1,908.28 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
28720013996 10.150 2,026.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28720014049 10.150 2,757.89 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29630013166 9.125 1,175.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013198 9.125 2,521.39 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013205 9.125 661.78 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
29630013294 9.500 1,805.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.755 13.450 7.950 1-Aug-99
29630013331 9.000 2,212.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013478 9.000 2,775.79 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013510 9.000 2,533.82 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013516 9.125 7,117.60 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013533 9.125 1,220.24 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013632 8.125 2,708.92 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
29630013732 8.875 5,752.06 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.500 13.990 7.990 1-Aug-99
29630013826 9.000 1,657.69 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013827 9.000 2,225.45 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013829 9.000 1,059.09 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29650013453 9.500 1,425.25 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
29650013504 9.500 1,759.49 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
29650013541 9.550 3,016.07 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
29650013807 8.875 1,432.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
29650013880 9.570 10,067.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013883 8.700 1,115.97 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013895 8.780 1,366.68 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29650013900 8.875 835.43 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013978 8.650 1,364.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29700013297 9.750 3,002.44 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Aug-99
29700013362 10.250 992.94 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
29700013455 11.500 1,328.19 1-Nov-97 1-Oct-02 ARM PRIME 3.250 14.750 9.250 1-Apr-99
29700013708 10.500 2,046.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 5.000 14.500 8.500 1-Aug-99
29700013797 9.200 3,323.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Mar-99
29720013734 9.630 1,147.58 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
29720013959 10.150 4,443.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720013982 9.650 1,064.78 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720014043 8.775 7,002.67 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29720014044 9.850 1,796.30 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
</TABLE>
<PAGE>
EXHIBIT B
FORM OF REQUEST FOR RELEASE AND
RECEIPT OF DOCUMENTS
To: LaSalle National Bank
135 South LaSalle Street, Suite 1625
Attention: Asset-Backed Securities Trust Services Group
Chicago, IL 60674
Re: ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1
In connection with the administration of the Mortgage Loans
held by you as the Indenture Trustee, we request the release of the (Indenture
Trustee's Mortgage Loan File/[specify documents]) for the Mortgage Loan
described below, for the reason indicated. The undersigned agrees to acknowledge
receipt of such Mortgage Loan File promptly upon receipt.
Mortgagor's Name, Address & Zip Code:
Mortgage Loan Number
Reason for Requesting Documents (check one)
1. Mortgage Loan paid in full. (Servicer hereby certifies that
all amounts received in connection therewith have been
credited or will be escrowed as provided in the Servicing
Agreement.)
- ----------
2. Mortgage Loan Liquidated. (Servicer hereby certifies that all
proceeds of foreclosure, insurance or other liquidation have
been finally received and credited to or will be escrowed
pursuant to the Servicing Agreement.)
- ----------
3. Mortgage Loan in Foreclosure.
- ----------
4. Other (explain)
- ---------- ----------------------------------------------
<PAGE>
If item 1 or 2 above is checked, and if all or part of the
Indenture Trustee's Mortgage Loan File was previously released to us, please
release to us our previous receipt on file with you, as well as any additional
documents in your possession relating to the above specified Mortgage Loan. If
item 3 or 4 is checked, upon our return of all of the above documents to you as
Indenture Trustee, please acknowledge your receipt by signing in the space
indicated below, and returning this form.
[Master Servicer][Special Servicer]
Banc One Mortgage Capital Markets, LLC
By:____________________________________
Name:__________________________________
Title:_________________________________
Date:__________________________________
Documents returned to Indenture Trustee:
By: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
<PAGE>
EXHIBIT C
FORM OF REMITTANCE REPORT
Southern Pacific Bank
ICCMAC 99-1
Primary Servicer Data File (Exhibit B)
Report Due Date: 3rd BD of the Month (Scheduled Balances) and 1 BD after
Determination Date (Actual Balance)
Determination Date: 17th or Preceding Business Day
Primary Servicer Remittance Date: 1 Business Day after Determination Date
<TABLE>
<CAPTION>
BOMCM Servicer
Loan # (will not Prospectus ID#
have until transfer (same as Beginning Stated
Deal ID of loans occur) Primary Loan #) Payment Date Principal Balance
------- ------------------- --------------- ------------ -----------------
<S> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Ending Statement Current Index Current Maturity
Deal ID Principal Balance Paid to Date Rate Interest Rate Date
------- ----------------- ------------ ------------- ------------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
NEXT
NEXT Period Period Gross
Deal ID Index Rate Interest Rate
------- ----------- -------------
<TABLE>
<CAPTION>
Unscheduled
Scheduled Principal
Scheduled Principal & Collections
Scheduled Principal Interest (Principal Prepay Prepayment
Deal ID Interest Payment Payment Payment Prepayments) Date Premiums
------- ---------------- --------- ----------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
1 Partial Liquidation (Curtailment)
2 Payoff Prior to Maturity
3 Disposition
4 Repurchase
5 Full Payoff At Maturity
6 DPO
7 Liquidation
Prepayment Liquidation Cumulative
Interest Prepayment Other
Excess Code Expense
Deal ID (Shortfall) (see key above) Advance
------- ----------- --------------- ----------
A Payment Not Received But Still In Grace Period
B Late Pymt But Less than 1 Month Delinquent
0 Current
1 One Month Delinquent
2 Two Months Delinquent
3 Three or More Months Delinquent
4 Assumed Scheduled Pymt (Performing Matured Balloon)
7 Foreclosure
9 REO
Status
of Loan
(see key
Deal ID above) Loan Name Property Address
------- -------- --------- ----------------
<TABLE>
<CAPTION>
Actual P&I Actual Actual END.BAL.
Payment Principal Interest Cutoff GENERATED FROM
Deal ID Received Balance Payment Balance USING ANNEX BAL DIFFERENCE
------- ---------- ---------- -------- ------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
30/360 F Fixed 1 6 Month LIBOR
Actual/360 V Variable 2 One Year CMT
30/365 3 Bank of America Prime
Actual/365 4 Other (Please Specify)
Payment
Adjustment
Interest Interest Date (enter a Primary
Accrual Current Rate Rate N/A if not Default Servicer Primary
Basis Rate Type Interest Index Base Adjustment applicable Default Interest Fee Servicer
Deal ID (see above) (see above) Rate Margin (see above) Date to loan Interest Rate Rate Fee
------- ----------- ----------- ----------- ----------- ---------- ------------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
36,498.87
</TABLE>
Interest Interest Primary
Rate Rate Net
Deal ID Life Cap Life Floor Remittance
------- -------- ---------- ----------
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT, dated as of February 1, 1999, by and
between ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1, a Delaware business
trust (the "Trust"), and IMPERIAL CREDIT COMMERCIAL ASSET MANAGEMENT CORP., a
California corporation (the "Administrator").
W I T N E S S E T H :
WHEREAS, the Trust was established pursuant to the Deposit Trust
Agreement between the Depositor and the Owner Trustee;
WHEREAS, the Trust is issuing the Bonds pursuant to the Indenture between
the Trust and the Indenture Trustee, for the benefit of Holders of the Bonds;
WHEREAS, pursuant to the Indenture, the Trust is required to perform
certain duties in connection with the Bonds and the Collateral pursuant to the
Indenture;
WHEREAS, the Trust desires to have the Administrator perform certain
duties of the Trust referred to in the Indenture and to provide such additional
services consistent with the terms of this Administration Agreement as the Trust
may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Trust and the
Owner Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. Definitions. Whenever used in this Administration Agreement, including
in the first paragraph and in the recitals, all capitalized terms not defined
herein shall have the meaning specified in Annex 1 hereto, unless the context
requires otherwise.
2. Duties of the Administrator.
(a) Duties with Respect to the Indenture.
The Administrator agrees to perform all its duties as Administrator and
certain of the duties of the Trust under the Indenture. The Administrator shall
monitor the performance by the Trust of its duties under the Indenture and shall
advise the Owner Trustee when action is necessary to comply with the Trust's
duties under the Indenture. The Administrator shall prepare (or cause to be
prepared) for execution by the Owner Trustee on behalf of the Trust, all
documents, reports, filings, instruments, certificates and opinions that the
Trust is required to prepare, file or deliver pursuant to the Indenture and the
Deposit Trust Agreement. In furtherance of the foregoing, the Administrator
shall take all appropriate action that the Trust is required to take pursuant to
the Trust's obligations under the following sections of the Indenture: 2.02(e),
2.04(a), 2.04(b), 2.04(c), 2.05(b), 2.05(c), 2.06, 2.07(a), 2.09, 2.10(a), 2.11,
2.12(c), 3.01, 3.02, 3.06, 3.07, 3.08, 3.09, 3.12, 3.15(a), 3.15(b), 4.01(c),
5.16(b), 6.09(b), 6.09(c), 6.09(f), 6.10, 6.13(a), 6.14, 7.04, 8.02, 8.03(a),
9.01, 9.02, 9.04, 10.01(e), 14.04 and 14.15; except any such duties that (i)
constitute Non-Ministerial Matters (as defined and described in Section 2(d) of
this Administration Agreement), or (ii) constitute payment obligations of the
Issuer (it being understood and agreed that the Administrator in its individual
capacity shall not be responsible for any payment obligations of the Issuer).
(b) Duties with Respect to the Deposit Trust Agreement.
The Administrator shall take all appropriate action that the Owner
Trustee is required to take pursuant to the Owner Trustee's obligations under
Sections 4.4 and 6.6 of the Deposit Trust Agreement.
(c) Performance of Duties.
(i) In carrying out the duties of the Trust under the Indenture and any
of its other obligations under this Administration Agreement, the Administrator
may enter into transactions or otherwise deal with any of its Affiliates;
provided, however, that the terms of any such transactions or dealings shall be
in accordance with any directions received from the Owner Trustee on behalf of
the Trust and shall be on terms and conditions that are, in the Administrator's
judgment, no less favorable to the Trust than would be available from
Unaffiliated Parties.
(ii) In carrying out any of its obligations under this Administration
Agreement, the Administrator may act either directly or through agents,
attorneys, accountants, independent contractors and auditors and enter into
agreements with any of them.
(d) Non-Ministerial Matters.
(i) With respect to matters that in the reasonable judgment of the
Administrator are non-ministerial, the Administrator shall not be under any
obligation to take any action, and in any event shall not take any action unless
the Administrator shall have received instructions from the Owner Trustee or
from the Ownership Certificateholder. For the purpose of the preceding sentence,
"non-ministerial matters" shall include, without limitation:
(A) the amendment of or any supplement to the Indenture;
(B) the initiation of any claim or lawsuit by the Trust and the
compromise or settlement of any action, claim or lawsuit
brought by or against the Trust;
(C) the involvement in any lawsuit or other legal action against
the Indenture Trustee, including, without limitation,
consenting to the settlement of any third party claim by the
Indenture Trustee;
(D) exercising discretion with respect to any action or proposed
action in connection with the Mortgage Loans to the extent the
Trust has the right to exercise such discretion under the
terms of the Servicing Agreement;
(E) the appointment of successor Indenture Trustees pursuant to
the Indenture;
(F) the removal of the Owner Trustee;
(G) the removal of the Indenture Trustee; and
(H) any action that the Issuer is entitled but not obligated to
take under the Indenture;
provided that, notwithstanding the foregoing, the Administrator may, with the
consent of the Owner Trustee or Ownership Certificateholder, take any action
with respect to Non-Ministerial Matters that the Administrator, in its good
faith judgment, deems to be in the best interests of the Trust. The
Administrator shall be entitled to be reimbursed by the Trust for any expenses
or liabilities incurred without willful misconduct, bad faith or gross
negligence in connection with Non-Ministerial Matters.
(ii) Notwithstanding anything to the contrary in this Administration
Agreement, the Administrator shall not be obligated to, and shall not, take any
action on behalf of the Trust that the Trust directs the Administrator not to
take on its behalf.
(e) Additional Duties. In accordance with directions received from the
Trust, the Administrator shall administer, perform or supervise the performance
of such other activities in connection with the Operative Agreements (other than
any payment obligations) as are not covered by any of the foregoing provisions
and as are expressly requested by the Trust and are reasonably within the
capability of the Administrator. In accordance therewith, the Administrator
agrees to fulfill the obligations of the Issuer under Section 13.12 of the
Servicing Agreement.
3. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Trust, the Depositor and the
Ownership Certificateholder at any time during normal business hours.
4. Compensation. As compensation for the performance of the
Administrator's obligations under this Administration Agreement, the
Administrator shall be entitled to the Administration Fee and interest and
investment income earned on funds held on deposit in the Bond Account from time
to time, which interest and income shall be payable as provided under the
Indenture. The Administrator may, subject to and in accordance with the terms of
the Indenture, direct the Indenture Trustee to invest funds on deposit in the
Bond Account from time to time and shall, in accordance with the Indenture,
deposit into the Bond Account an amount sufficient to cover any losses in
respect of the funds so invested promptly following the occurrence of each such
loss, if any.
5. Independence of the Administrator. For all purposes of this
Administration Agreement, the Administrator shall be an independent contractor
and shall not be subject to the supervision of the Trust, the Owner Trustee, the
Ownership Certificateholder or the Indenture Trustee with respect to the manner
in which it performs its obligations hereunder. Except to the extent expressly
set forth herein or otherwise authorized by the Trust, the Administrator shall
not have any authority to act for or represent the Trust, the Owner Trustee, the
Ownership Certificateholder or the Indenture Trustee in any way and shall not
otherwise be deemed an agent of the Trust or the Indenture Trustee.
6. No Joint Venture. Nothing contained in this Administration Agreement
(i) shall constitute the Administrator and the Trust, the Owner Trustee, the
Ownership Certificateholder, the Indenture Trustee or the Depositor as members
of any partnership, joint venture, association, syndicate, unincorporated
business or other separate entity, (ii) shall be construed to impose on any of
them liability as such a member or (iii) shall be deemed to confer on any of
them any express, implied or apparent authority to incur any obligation or
liability on behalf of the others.
7. Other Activities of the Administrator. Nothing herein shall prohibit
the Administrator or its Affiliates from (in its or their sole discretion)
engaging in other businesses or from acting in a similar capacity as a general
administrator or manager for any other person or entity, even though such Person
or entity may engage in business activities similar to those of the Trust, the
Owner Trustee or the Indenture Trustee.
8. Term of Agreement; Resignation and Removal of Administrator.
(a) This Administration Agreement shall continue in force until the
dissolution, liquidation or other termination of the Trust, upon which event
this Administration Agreement shall automatically terminate.
(b) The Administrator may at any time resign from the obligations and
duties hereby imposed on it, subject to the provisions of this Section 8.
(c) Subject to Section 8(e) of this Administration Agreement, the Trust
may remove the Administrator without cause by providing the Administrator with
at least 60 days' prior written notice.
(d) Subject to Section 8(e) of this Administration Agreement, at the sole
option of the Trust, the Administrator may be removed immediately upon written
notice of termination from the Trust to the Administrator if any of the
following events shall occur:
(i) the Administrator shall default in the performance of any of its
duties under this Administration Agreement and, after notice of such
default, shall not cure such default within ten (10) days (or, if such
default cannot be cured in such time, shall not give within ten (10) days
such assurance of cure as shall be reasonably satisfactory to the Owner
Trustee on behalf of the Trust);
(ii) a court having jurisdiction over the property of the
Administrator shall enter a decree or order for relief, and such decree or
order shall not have been vacated within 60 days, in respect of the
Administrator in any involuntary case under any applicable bankruptcy,
insolvency or other similar Law now or hereafter in effect or appoint a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property or
order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar Law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary
case under any such Law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator or similar official
for the Administrator or any substantial part of its property, shall
consent to the taking of possession by any such official of any substantial
part of its property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts generally as they become
due.
The Administrator agrees that if any of the events specified in clauses (ii) or
(iii) of this Section shall occur, it shall give written notice thereof to the
Trust, the Owner Trustee and the Indenture Trustee within seven (7) days
following the occurrence of such event.
(e) No resignation or removal of the Administrator pursuant to this
Section shall be effective unless and until (i) a successor Administrator shall
have been appointed by the Depositor (with the consent of the Owner Trustee,
which consent shall not be unreasonably withheld) and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of this
Administration Agreement in the same manner as the predecessor Administrator is
bound hereunder.
(f) The appointment of any successor Administrator shall be effective
only after each Rating Agency, after having been given ten (10) days prior
notice of such proposed appointment, shall have confirmed in writing that such
appointment will not result in an Adverse Rating Event.
9. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of any termination of this Administration Agreement pursuant to
Section 8(a) of this Administration Agreement or the resignation or removal of
the Administrator pursuant to Sections 8(b), 8(c) or 8(d) of this Administration
Agreement, respectively, the Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 8(a) of this Administration Agreement deliver to the Trust
all property and documents of or relating to the Bonds or the Collateral then in
the custody of the Administrator. In the event of the resignation or removal of
the Administrator pursuant to Sections 8(b), 8(c) or 8(d) of this Administration
Agreement, respectively, the Administrator shall cooperate with the Trust and
take all reasonable steps requested to assist the Trust in making an orderly
transfer of the duties of the Administrator.
10. Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:
if to the Trust, to:
ICCMAC Multifamily and Commercial Trust 1999-1
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Facsimile number: (302) 651-8882
Attention: Corporate Trust Administration
if to the Administrator, to:
Imperial Credit Commercial Asset Management Corp.
11601 Wilshire Boulevard, Suite 2080
Los Angeles, California 90025
Facsimile number: (310) 231-1281
Attention: Mark S. Karlan
if to the Indenture Trustee, to:
LaSalle National Bank
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674
Facsimile number: (312) 904-2084
Attention: Asset-Backed Securities Trust Services Group --
Collateralized Mortgage Bonds -- ICCMAC Multifamily and
Commercial Trust 1999-1
or to such other address as any such party shall have provided to the other
parties in writing. Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above.
11. Amendments.
(a) This Administration Agreement may be amended from time to time by the
parties hereto as specified in this Section, provided that any amendment be
accompanied by the written consent of the Indenture Trustee and an Opinion of
Counsel shall be furnished to the Indenture Trustee stating that such amendment
complies with the provisions of this Section.
(b) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Bonds are outstanding, it shall not
be necessary to obtain the consent of any Bondholder to such amendment, but the
Indenture Trustee shall be furnished with an Opinion of Counsel that such
amendment is necessary or helpful to prevent the imposition of such taxes and is
not materially adverse to any Bondholder.
(c) If the purpose of the amendment is to add or eliminate or change any
provision of this Administration Agreement other than as contemplated in clause
(b) above, it shall not be necessary to obtain the consent of any Bondholder to
such amendment, but such amendment shall not be effective unless the Indenture
Trustee shall have been furnished with a letter from each Rating Agency
confirming that such amendment will not result in an Adverse Rating Event.
12. Successors and Assigns. This Administration Agreement shall not be
assigned by the Administrator unless (i) such assignment is previously consented
to in writing by the Trust and the Indenture Trustee, (ii) each Rating Agency,
after having been given ten (10) days' prior written notice of such assignment,
shall have confirmed in writing confirming that such assignment will not result
in an Adverse Rating Event, and (iii) the assignee shall have agreed in writing
to be bound by the terms of this Administration Agreement in the same manner as
the predecessor Administrator is bound hereunder. Notwithstanding the preceding
sentence, the Administrator may be merged with or consolidated with or into any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Administrator shall be a party, or any Person succeeding to the business of the
Administrator, shall be the successor of the Administrator hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto; provided, however, that no such successor or resulting
Person shall succeed to the rights or duties of the Administrator hereunder
unless each Rating Agency shall have confirmed in writing that such succession
will not result in an Adverse Rating Event. Subject to the foregoing, this
Administration Agreement shall bind any successors or assigns of the parties
hereto.
13. Governing Law. This Administration Agreement shall be construed in
accordance with the Laws of the State of New York, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such Laws.
14. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Administration Agreement.
15. Counterparts. This Administration Agreement may be executed in
counterparts, each of which when so executed shall together constitute but one
and the same agreement.
16. Severability. Any provision of this Administration Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
17. Limitation on Liability. It is expressly understood and agreed by the
parties hereto and the Indenture Trustee as a third-party beneficiary that (i)
this Administration Agreement is executed and delivered by Wilmington Trust
Company, not individually and personally but solely in its capacity as Owner
Trustee of the Trust, in the exercise of the powers and authority conferred and
vested in it, (ii) each of the representations, warranties, covenants,
agreements, undertakings and obligations herein made is made and intended not as
personal representations, warranties, covenants, agreements, undertakings and
obligations of Wilmington Trust Company but is made and intended for the purpose
of binding only the Trust, (iii) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either express or implied contained herein, all such
liability, if any, being expressly waived by the Indenture Trustee and the
parties hereto and by any person claiming by through or under the Indenture
Trustee or the parties hereto and (iv) under no circumstances shall Wilmington
Trust Company be personally liable for payment of any indebtedness or expenses
of the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Administration Agreement or any related document.
18. Third-Party Beneficiary. The Indenture Trustee on behalf of the
Bondholders is a third-party beneficiary to this Administration Agreement and is
entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if it were a party hereto.
[Signatures commence on next page.]
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Administration Agreement
to be duly executed and delivered as of the day and year first above written.
ICCMAC MULTIFAMILY AND COMMERCIAL
TRUST 1999-1, a
Delaware business trust
By: Wilmington Trust Company, a
Delaware banking corporation, not
in its individual capacity but
solely as Owner Trustee
By: __________________________
Name:
Title:
IMPERIAL CREDIT COMMERCIAL ASSET
MANAGEMENT CORP., a California
corporation, as Administrator
By: __________________________
Name:
Title:
<PAGE>
ANNEX 1
DEFINED TERMS
"Accepted Master Servicing Practices": The procedures that the Master
Servicer shall follow in the servicing and administration of the Mortgage Loans,
consistent with the higher of (i) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
that are held for other portfolios and are similar to the Mortgage Loans and
(ii) the standard of care, skill, prudence and diligence with which the Master
Servicer services and administers mortgage loans for its own portfolio and are
similar to the Mortgage Loans, in either case, giving due consideration to
customary and usual standards of practice of prudent institutional multifamily
and commercial mortgage loan servicers, but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the
Master Servicer may have with any Mortgagor or any Affiliate of
any Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;
(iii)the adequacy of the Master Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the express
limitations set forth in the Servicing Agreement, the procedures followed by the
Master Servicer shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Loans.
"Accepted Special Servicing Practices": The procedures that the
Special Servicer shall follow in the servicing, administration and disposition
of Specially Serviced Mortgage Loans and the related Mortgaged Properties or REO
Properties, consistent with the higher of (i) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property that are held
for other portfolios and are similar to the Mortgage Loans, Mortgaged Properties
and REO Properties and (ii) the standard of care, skill, prudence and diligence
with which the Special Servicer services, administers and disposes of distressed
mortgage loans and related real property that are held for its own portfolio and
are similar to the Mortgage Loans, Mortgaged Properties and REO Properties,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, but without regard to:
(i) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate
of any Mortgagor or any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iii)the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the
express limitations set forth in the Servicing Agreement, the procedures
followed by the Special Servicer shall seek to maximize the net present value of
recoveries on the Specially Serviced Mortgage Loans.
"Account": Any account or fund, including any Pledged Account
established under the Indenture.
"Accountants": A person engaged in the practice of accounting who
(except when the Indenture requires an Independent Accountant) may be employed
by or Affiliated with the Issuer or an Affiliate of the Issuer.
"Accrued Bond Interest": In respect of any Class of Bonds (other
than the Class S, Class H and Class X Bonds) and any Payment Date, the amount of
interest accrued in the applicable Interest Accrual Period at the applicable
Bond Interest Rate on the aggregate Bond Principal Amount of such Class of Bonds
Outstanding immediately prior to the related Payment Date, calculated on (i) the
basis of the actual number of days elapsed in the applicable Interest Accrual
Period and a 360-day year with respect to the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds, and (ii) a 360-day year consisting
of twelve 30-day months with respect to the Class F and Class G Bonds.
"Act": Any instrument or instruments (and the action embodied
therein and evidenced thereby) of the Bondholders signing such instrument or
instruments. As used in this definition, "instrument" refers to any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture to be given or taken by Bondholders embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents 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 Indenture Trustee and, where
it is hereby expressly required, to the Issuer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of the Indenture and (subject to Section 6.01 of the Indenture)
conclusive in favor of the Indenture Trustee and the Issuer if made in the
manner described in Section 14.03 of the Indenture.
"Actual Knowledge": With respect to the Owner Trustee or Holding
Trustee, any Responsible Officer of the Owner Trustee or Holding Trustee, as
applicable, within the Corporate Trust Administration office of such trustee
responsible for administering the Trust or the Holding Trust, respectively, who
has actual knowledge of an action taken or an action not taken that would be
material to the operation of either the Trust or the Holding Trust. Actions
taken or actions not taken of which such trustee should have had knowledge, or
are deemed to have had constructive knowledge, do not meet this definition of
Actual Knowledge.
"Additional Expense": Any costs, expenses and liabilities (exclusive
of Administrative Expenses and Servicing Expenses) that are required to be borne
by the Issuer and not otherwise in respect of the Trust Estate in accordance
with applicable Law, Section 7.2(c) of the Deposit Trust Agreement, or the terms
of the Indenture (including any federal, state and local taxes.
"Additional Fee Rate": With respect to any Payment Date, a rate per
annum equal to the sum of the Owner Trustee Calculation Fee Rate and the
Administration Calculation Fee Rate.
"Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the
related Mortgage Note provides for periodic adjustments to the Mortgage Interest
Rate thereon based on changes in the related Index.
"Administration Agreement": The Administration Agreement, dated as
of February 1, 1999, between the Administrator and the Issuer, a copy of which
is attached to the Indenture as Exhibit G, and any amendments or supplements
thereto.
"Administration Calculation Fee Rate:" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $6,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Administration Fee": A monthly fee of $500 payable to the
Administrator on each Payment Date commencing in March 2000.
"Administrative Expenses": The fees and expenses of the Indenture
Trustee and the Fiscal Agent payable thereto pursuant to Section 6.07 of the
Indenture, the fees of the Owner Trustee payable thereto pursuant to Section 7.1
of the Deposit Trust Agreement, and the Administration Fee payable to the
Administrator pursuant to the Administration Agreement and any other costs,
expenses and liabilities (exclusive of Servicing Expenses) that are required to
be borne by the Issuer in respect of the Trust Estate in accordance with
applicable opinions of and advice from Counsel required to be obtained in
connection with the Indenture Trustee's performance of its duties under the
Indenture (including the cost of such opinions and advice).
"Administrator": Imperial Credit Commercial Asset Management Corp.,
a California corporation, having its principal offices at 11601 Wilshire
Boulevard, Suite 2080, Los Angeles, California 90025, or its
successor in interest.
"Advance": A P&I Advance or a Property Protection Advance.
"Advance Rate": An annual rate equal to the Prime Rate in effect
from time to time.
"Adverse Rating Event": With respect to any Class of Rated Bonds, as
of any date of determination, a downgrade, withdrawal or qualification, if
applicable, of the rating then assigned to such Class by any Rating Agency.
"Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. 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 or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have the meanings correlative to the foregoing.
"Agent": A person authorized by or appointed by the Issuer to
perform duties with respect to the Bonds, specified in a writing signed by such
Agent and the Issuer and acknowledged by the Indenture Trustee, or by such Agent
and the Indenture Trustee and acknowledged by the Issuer, including any Paying
Agent. As used in the Deposit Trust Agreement and the Holding Trust Agreement, a
person authorized or appointed by the Owner Trustee or the Holding Trustee,
respectively, to perform duties with respect to the Ownership Certificates or
the Holding Trust Certificates, respectively, specified in a writing signed by
such Agent and the Owner Trustee or Holding Trustee, as applicable.
"Appraisal Reduction Amount": For any Payment Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred, an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period over (b) the
excess of (i) 90% of the sum of the appraised values of the related Mortgaged
Properties as determined by an MAI Appraisal over (ii) the sum of (A) to the
extent not previously advanced by the Master Servicer, the Indenture Trustee or
the Fiscal Agent, all unpaid interest on such Mortgage Loan at a per annum rate
equal to the Mortgage Interest Rate, (B) all unreimbursed Advances and interest
thereon at the Advance Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been the subject of an Advance).
With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, such Mortgage Loan shall no longer be subject to any appraisal
reduction.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest occurrence of any of the following events: (i) the third anniversary of
the date on which an extension of the Loan Maturity Date of such Mortgage Loan
became effective as a result of a modification of such Mortgage Loan by the
Special Servicer, which extension does not change the amount of Monthly Payments
on the Mortgage Loan, (ii) 60 days after an uncured delinquency occurs in
respect of such Mortgage Loan, (iii) the date on which a reduction in the amount
of Monthly Payments on such Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan, becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver has been appointed with respect to the related Mortgagor, (v)
immediately after the related Mortgagor declares bankruptcy, (vi) 60 days after
an involuntary petition of bankruptcy is filed with respect to the related
Mortgagor, if such petition is not dismissed prior to the expiration of such
period; and (vii) immediately after a related Mortgaged Property becomes an REO
Property.
"ASAP System": The "automatic statements accessed by phone" system
maintained by the Indenture Trustee and used by the Bondholders to obtain
certain reports and information about the Bonds.
"Asset Strategy Report": Any report prepared pursuant to Section
6.03(c) of the Servicing Agreement.
"Assignment of Leases and Rents": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar agreement
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the Cut-Off Date and from time to time thereafter.
"Assignment of Mortgage": An assignment of a 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 effect
the transfer of the Mortgage to the Issuer, 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 Monthly Payment": The amount deemed due in respect of any
Balloon Mortgage Loan that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its original Loan Maturity
Date. The Assumed Monthly Payment deemed due on any such Mortgage Loan on its
original Loan Maturity Date and on each successive Due Date that it remains or
is deemed to remain outstanding shall equal the Monthly Payment that would be
due in respect thereof on such date if the related Balloon Payment had not come
due but rather such Mortgage Loan had continued to amortize in accordance with
such Mortgage Loan's amortization schedule in effect on such date of
determination.
"Authenticating Agent": As defined in Section 2.04(c) of the
Indenture.
"Authorized Officer": With respect to the Owner Trustee, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of authorized officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter); with
respect to the Indenture Trustee or the Fiscal Agent, a Responsible Officer;
and, with respect to any other Person, the Chairman, President, any Senior Vice
President, any Vice President or any Assistant Vice President, and the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary (provided that, when any provision hereof
requires signatures of two Authorized Officers of any such other Person, at
least one of such Authorized Officers shall be the Chairman, President or any
Vice President).
"Available Interest Payment Amount": With respect to any Payment
Date, an amount equal to the excess of (i) the Available Payment Amount for such
Payment Date, over (ii) the Principal Payment Amount for such Payment Date.
"Available Payment Amount": With respect to any Payment Date, the
amount on deposit in the Payment Account as of 11:00 a.m., New York City time,
on such Payment Date, exclusive of any portion thereof that may be withdrawn
from the Payment Account pursuant to any of clauses (ii) and (iii) of Section
8.01(b) of the Indenture.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Loan Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Loan Maturity Date of
such Mortgage Loan in excess of the portion of the related Monthly Payment which
is allocable to principal.
"Bank": As used in the Deposit Trust Agreement or the Holding Trust
Agreement, Wilmington Trust Company, a Delaware banking corporation, in its
individual capacity, not as Owner Trustee or Holding Trustee, as the case may
be.
"Bankruptcy Code": The federal Bankruptcy Code (Title 11 of the
United States Code), as amended from time to time.
"Bond": Any Class A-1, Class A-2, Class S, Class A-3, Class B, Class
C, Class D, Class X, Class E, Class F, Class G or Class H Bond.
"Bond Balance": With respect to any Bond, as of any date of
determination, the then Outstanding Bond Principal Amount of such Bond equal to
the product of (a) the Percentage Interest evidenced by such Bond, multiplied by
(b) the then aggregate Bond Principal Amount of the Class of Bonds to which such
Bond belongs.
"Bond Interest Rate": With respect to any Payment Date, the per
annum rate of interest for each Class of Bonds (except for the Class S, Class X,
Class F, Class G and Class H Bonds) equal to the lesser of (a) the applicable
Bond LIBOR Rate and (b) the Weighted Average Remittance Rate for such Payment
Date. The Bond Interest Rate with respect to any Payment Date for the Class F
and Class G Bonds is, with respect to each such Class, a per annum rate equal to
6.00%. The Class S, Class X and Class H Bonds do not have Bond Interest Rates.
"Bond LIBOR Rate": With respect to any Payment Date, the per annum
rate equal to One-Month LIBOR plus the related Margin, but in no event greater
than the Maximum Offered Bond Rate.
"Bond Owner": With respect to a Book-Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.
"Bond Principal Amount": With respect to any Class of Bonds (i) on
or prior to the first Payment Date, an amount equal to the aggregate initial
Bond Principal Amount of such Class and (ii) as of any date of determination
after the first Payment Date, the Bond Principal Amount of such Class of Bonds
on the Payment Date immediately prior to such date of determination, less actual
payments of principal thereon (and in the case of the Class S and Class X Bonds,
less payments of Distributable Amounts, Shortfall Amounts (excluding any
interest payments thereon), and Early Termination Amounts) on such prior Payment
Date. Realized Losses will not be allocated to reduce Bond Principal Amounts.
The initial Bond Principal Amounts are as follows:
Class A-1........... $100,000,000
Class A-2........... 94,831,000
Class S............. 12,150,000
Class A-3........... 17,447,000
Class B............. 11,631,000
Class C............. 14,539,000
Class D............. 13,085,000
Class X............. 2,700,000
Class E............. 4,361,000
Class F............. 8,723,000
Class G............. 5,815,000
Class H............. 7,269,000
The initial Bond Principal Amount for the Class S Bonds is equal to the
aggregate of the Class S Scheduled Payments. The initial Bond Principal Amount
of the Class X Bonds is equal to the aggregate of the Class X Scheduled
Payments. Upon payment in full of an Early Termination Amount, the Bond
Principal Amount of the Class S or Class X Bonds, as the case may be, will be
reduced to zero.
"Bond Redemption Amount": An amount equal to the sum of (i) with
respect to each Class of Bonds Outstanding (other than the Class S and Class X
Bonds), the sum of (A) the unpaid Bond Principal Amount thereof, (B) accrued and
unpaid interest at the applicable Bond Interest Rate through the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amount, together with interest on such
unpaid LIBOR Deficiency Amount (to the extent permitted by applicable Law) at
the applicable Bond Interest Rate; (ii) with respect to the Class S Bonds
Outstanding, the sum of (A) to the extent not paid on prior Payment Dates, any
unpaid Class S Shortfalls, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable Law) at the Class S Rate and
(B) the Class S Early Termination Amount; (iii) with respect to the Class X
Bonds Outstanding, the sum of (A) to the extent not paid on prior Payment Dates,
any unpaid Class X Shortfalls, together with interest on such unpaid Class X
Shortfalls (to the extent permitted by applicable Law) at the Class X Rate and
(B) the Class X Early Termination Amount; and (iv) all unreimbursed Advances
with interest thereon at the Advance Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
"Bond Register": The meaning specified in Section 2.05 of the
Indenture.
"Bond Registrar": The meaning specified in Section 2.05 of the
Indenture.
"Bondholder": The Person in whose name a Bond is registered on the
Bond Register.
"Book-Entry Bonds": Bonds for which the Indenture provides that
ownership and transfers of beneficial ownership interests in such Bonds shall be
made through book entries by the Depository, as described in Section 2.12 of the
Indenture; provided, however, that after the occurrence of a condition whereupon
book-entry registration is no longer permitted, Definitive Bonds shall be issued
to the Bond Owners of such Bonds and such Bonds shall no longer be "Book-Entry
Bonds."
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking and savings and loan institutions in the states of California,
Delaware, Texas, New York or Illinois are authorized or obligated by Law or
executive order to remain closed.
"Business Trust Statute": The Delaware Business Trust Act, Chapter
38, Title 12 of the Delaware Code, 12 Delaware Code, ss. 3801 et.
seq., as the same may be amended from time to time.
"Certificate Percentage Interest": With respect to any Ownership
Certificate or Holding Trust Certificate, the portion of the total outstanding
Ownership Certificates or Holding Trust Certificates, as applicable, evidenced
by such Ownership Certificate or Holding Trust
Certificate, as applicable, expressed as a percentage.
"Certificate Voting Rights": The portion of the voting rights of all
of the Ownership Certificates or Holding Trust Certificates, as applicable,
allocated to any Ownership Certificate or Holding Trust Certificate, as
applicable, as of the date of determination. Certificate Voting Rights shall be
allocated among the Ownership Certificates or Holding Trust Certificates, as
applicable, pro rata based upon the Certificate Percentage Interest of each
Ownership Certificate or Holding Trust Certificate, as applicable.
"Certificate of Trust": The certificate of trust filed prior to the
Closing Date by the Owner Trustee, with respect to the Trust, or the Holding
Trustee, with respect to the Holding Trust, as applicable, in the office of the
Secretary of State of the State of Delaware, as required by the Business Trust
Statute.
"Class": All Bonds having the same alphabetical and/or numerical
class designation and otherwise having the same characteristics (except for the
denomination of such Bond).
"Class A-1 Bond": Any of the Bonds with a "Class A-1" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-1 attached to the Indenture.
"Class A-2 Bond": Any of the Bonds with a "Class A-2" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-2 attached to the Indenture.
"Class A-3 Bond": Any of the Bonds with a "Class A-3" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-4 attached to the Indenture.
"Class B Bond": Any of the Bonds with a "Class B" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-5 attached to the Indenture.
"Class C Bond": Any of the Bonds with a "Class C" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-6 attached to the Indenture.
"Class D Bond": Any of the Bonds with a "Class D" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-7 attached to the Indenture.
"Class E Bond": Any of the Bonds with a "Class E" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-9 attached to the Indenture.
"Class Exemption": A class exemption granted by the DOL, which
provides relief from some or all of the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code and the related excise tax
provisions of Section 4975 of the Code.
"Class F Bond": Any of the Bonds with a "Class F" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-10 attached to the Indenture.
"Class G Bond": Any of the Bonds with a "Class G" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-11 attached to the Indenture.
"Class H Bond": Any of the Bonds with a "Class H" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-12 attached to the Indenture.
"Class S Bond:" Any of the Bonds with a "Class S" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-3 attached to the Indenture.
"Class S Distributable Amount": On each Payment Date, an amount
equal to the lesser of (i) the Class S Scheduled Payment for such Payment Date,
and (ii) the excess of (A) the Available Interest Payment Amount for such
Payment Date, over (B) the aggregate Accrued Bond Interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on such
Payment Date.
"Class S Early Termination Amount": As of any date of determination,
the present value of the Class S Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class S Rate.
"Class S Rate": An interest rate per annum equal to 7.29%.
"Class S Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit H to the Indenture corresponding
to such Payment Date.
"Class S Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class S Scheduled Payment for such Payment Date exceeds the
Class S Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class S Shortfalls on the immediately preceding Payment Date.
"Class X Bond": Any of the Bonds with a "Class X" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-8 attached to the Indenture.
"Class X Distributable Amount": On any Payment Date, an amount equal
to the lesser of (i) the Class X Scheduled Payment and (ii) the excess of (A)
the Available Interest Payment Amount for such Payment Date over (B) the sum of
(1) the aggregate Accrued Bond Interest payable to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds on such
Payment Date and (2) the Class S Distributable Amount and Class S Shortfall
payable to the Class S Bonds on such Payment Date.
"Class X Early Termination Amount": As of any date of determination,
the present value of the Class X Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class X Rate.
"Class X Rate": An interest rate per annum equal to 9.0%.
"Class X Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit I to the Indenture corresponding
to such Payment Date.
"Class X Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class X Scheduled Payment for such Payment Date exceeds the
Class X Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class X Shortfalls on the immediately preceding Payment Date.
"Closing Date": March 10, 1999.
"Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder including proposed regulations, to the extent
that by reason of their effective date they could apply to the Bonds.
"Collateral": The Trust Estate securing the Bonds. An "item" of
Collateral refers to a specific item of Mortgage Collateral or other asset,
which is Granted to the Indenture Trustee under the Indenture.
"Collateralized Mortgage Bonds": The Series 1999-1 Bonds issued by
the Issuer pursuant to the Indenture and secured by the Collateral.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 4.02 of the Servicing
Agreement which shall be entitled "Banc One Mortgage Capital Markets, LLC, in
trust for LaSalle National Bank, as Indenture Trustee, in trust for Holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds,
Series 1999-1, Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Payment Date, the period
commencing immediately following the Determination Date in the month immediately
preceding the month in which such Payment Date occurs (or, in the case of the
initial Collection Period, commencing immediately following the Cut-Off Date)
and ending on and including the Determination Date in the month in which such
Payment Date occurs.
"Commission": The Securities and Exchange Commission, or any
successor thereto.
"Condemnation Proceeds": With respect to each Mortgage Loan, all
awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation of such Mortgaged Property, held in an
escrow account or a trust account, which is an Eligible Account, pursuant to the
terms of the related Mortgage Loan Documents and applicable Law, and applied or
to be applied to the restoration or repair of such Mortgaged Property or
required to be released to the related Mortgagor in accordance with the terms of
such Mortgage Loan Documents or, to the extent not expressly provided therein,
in accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Corporate Trust Office": The principal corporate trust office of
the Indenture Trustee at which at any particular time its corporate trust
business with respect to the Indenture shall be administered, which is currently
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674,
Attention: Asset Backed Securities Trust Services Group--ICCMAC 1999-1.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer) the Special
Servicer has returned servicing of such Mortgage Loan to the Master Servicer
pursuant to Section 6.02 of the Servicing Agreement.
"CSSA Standard Information Package": The report in the format of the
Commercial Secondary Market and Securitization Association Standard information
package, as in effect from time to time.
"Custodian": A Person who is at any time appointed by the Indenture
Trustee pursuant to Section 6.14 of the Indenture as a document custodian.
"Cut-Off Date": February 1, 1999.
"Cut-Off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, net
of the principal portion of all unpaid Monthly Payments due on or before such
date, excluding, with respect to each Mortgage Loan, the right to receive
Prepayment Premiums, which Prepayment Premiums shall remain property of the
Mortgage Loan Seller.
"DCR": Duff & Phelps Credit Rating Co., and its successors in
interest.
"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60
days delinquent in whole or in part in respect of any Monthly Payment, or is
more than 30 days delinquent in whole or in part in respect of the related
Balloon Payment, if any; provided that for purposes of this definition, no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than five dollars ($5.00) of all amounts due and payable on such Mortgage
Loan has not been received as of the most recent Due Date therefor.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then Stated Principal Balance of such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code
with respect to the related Mortgagor or a state court deficiency proceeding.
"Definitive Bond": As defined in Section 2.12(a) of the Indenture.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
February 1, 1999, between the Depositor and the Owner Trustee, pursuant to which
the Issuer was created, and any amendments or supplements thereto.
"Depositor": Imperial Credit Commercial Mortgage Acceptance Corp., a
California corporation, and its successors in interest.
"Depository": The Depository Trust Company and any successor thereto
appointed by the Issuer as a Depository; provided that the Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act; and
provided, further, that no entity shall be a successor Depository unless Bonds
held through such entity or its nominees are treated for U.S. Federal income tax
purposes as being in "registered form" within the meaning of Section 163(f) of
the Code.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Representation Letter": The Letter of Representations
dated March 10, 1999 among the Issuer, the Indenture Trustee and initial
Depository in connection with the issuance of the Class A-1, Class A-2, Class S,
Class A-3, Class B and Class C Bonds.
"Determination Date": With respect to any Payment Date, the 17th day
of the month in which such Payment Date occurs, or, if such 17th day is not a
Business Day, the immediately preceding Business Day.
"Directing Bondholder": The Monitoring Bondholder selected by a
majority of the Monitoring Bondholders, by Bond Balance, as certified to the
Indenture Trustee by the Bondholders or Bond Owners, as the case may be, from
time to time; provided, that, absent such selection, or (i) until a Directing
Bondholder is so selected, or (ii) upon receipt of notice from a majority of the
Monitoring Bondholders, by Bond Balance, that a Directing Bondholder is no
longer so designated, the Monitoring Bondholder(s) which owns the largest
aggregate Bond Balance of one or more Monitoring Classes shall be the Directing
Bondholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Issuer or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Issuer (or the Special Servicer on behalf of the
Issuer) shall not be considered to Directly Operate an REO Property solely
because the Issuer (or the Special Servicer on behalf of the Issuer) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).
"Diskette": Any one of the computer diskettes attached to the inside
back cover of the Prospectus Supplement, each of which contains information
about each of the Mortgage Loans.
"Disposition Fee": A fee payable to the Special Servicer as
additional compensation equal to 1.0% of the net proceeds of the sale or
liquidation ( in whole or in part) of any Specially Serviced Mortgage Loan or
REO Property that is sold or transferred or otherwise liquidated by the Special
Servicer pursuant to Section 6.12 of the Servicing Agreement.
"Distributable Amount": Any Class S Distributable Amount or Class X
Distributable Amount, as applicable.
"Document Defect": As defined in Section 2.02(a) of the Servicing
Agreement.
"DOL": The United States Department of Labor, or any successor in
interest.
"DOL Regulations": The regulations promulgated at 29 C.F.R. ss.
2510.3-101.
"Dollar" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public or private debts.
"Due Date": With respect to any Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is
scheduled to be due.
"Early Termination Amount": Any Class S Early Termination Amount or
Class X Early Termination Amount, as applicable.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or short-term unsecured debt obligations if the account
holds funds for less than 30 days) of which are rated at least "AA-" or the
equivalent by each Rating Agency or, if applicable, the short-term rating
equivalent thereof, which is at least "D-1" by DCR and "A-1" by Standard &
Poor's and DCR, or (B) as to which the Master Servicer or the Indenture Trustee,
as applicable, has received written confirmation from each of the Rating
Agencies that holding funds in such account would not in and of itself, result
in an Adverse Rating Event, or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), having in either case a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency, would not, in and of itself,
result in an Adverse Rating Event, which may be an account maintained with the
Indenture Trustee or the Master Servicer; provided, however, that accounts held
at Banc One Texas, N.A. (or any successor in interest), and any other bank
authorized under the applicable Loan Documents (solely with respect to the
related Mortgage Loan), shall be Eligible Accounts for so long as there is no
downgrade, withdrawal or qualification of the long-term or short-term unsecured
debt rating of such institutions from their ratings as of the Closing Date (or,
with respect to any successor in interest of Banc One Texas, N.A., for so long
as there is no downgrade, withdrawal or qualification of the long-term or
short-term unsecured debt rating of such successor in interest, provided that
such successor in interest had a rating equal to or better than the rating of
Banc One Texas, N.A. as of the Closing Date at the time such bank became a
successor in interest).
"Eligible Trustee": A bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor, the
Issuer or the Mortgage Loan Seller or an Affiliate of any Person involved in the
organization or operation of the Depositor, the Issuer or the Mortgage Loan
Seller, that is organized and doing business under the Laws of any state or the
United States of America, that is authorized under such Laws to exercise
corporate trust powers and to accept the trust conferred under the Deposit Trust
Agreement or the Holding Trust Agreement, as the case may be, that has a
combined capital and surplus and undivided profits of at least $100,000,000 and
that is subject to supervision or examination by federal or state authority and
that has a long-term unsecured debt rating from each Rating Agency of "A" or
better. If such 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 definition the combined capital,
surplus and undivided profits of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
"Environmental Laws": Any present or future federal, state or local
Law, statute, regulation or ordinance, and any judicial or administrative order
or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
Materials or the environment, including, but not limited to, each of the
following, as enacted as of the date hereof or as hereafter amended:
(i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657;
(ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
ss.ss. 6901-6991;
(iii)the Toxic Substance Control Act, 15 U.S.C. ss.ss. 2601-2629;
(iv) the Water Pollution Control Act (also known as the Clean Water
Act), 33 U.S.C. ss. 1251 et seq.;
(v) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; and
(vi) the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 et
seq.
"Environmental Site Assessment": In respect of any Mortgaged
Property, one or more reports regarding the environmental condition of such
Mortgaged Property prepared in connection with the origination of the related
Mortgage Loan or otherwise addressed to the Mortgage Loan Seller and its
successors and assigns. Such reports include, but are not limited to, Phase I
Environmental Reports and a review of a compilation of databases, made available
by several regulatory agencies and conducted by a private service with respect
to an area within a certain radius surrounding the related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Excess Condemnation Proceeds": With respect to each Mortgage Loan,
all awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation with respect to such Mortgaged Property,
other than any such awards or settlements held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of such Mortgage
Loan Documents or, to the extent not expressly provided therein, in accordance
with Accepted Master Servicing Practices or Accepted Special Servicing
Practices, as applicable, and applicable Law.
"Excess Insurance Proceeds": With respect to each Mortgage Loan,
proceeds of any primary hazard insurance policy required to be maintained
pursuant to Section 4.06 of the Servicing Agreement, title insurance policy or
any other Insurance Policy covering such Mortgage Loan or the related Mortgaged
Property, other than any proceeds to be held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of the related
Mortgage Loan Documents or, to the extent not expressly provided therein, in
accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, as certified in
writing by a Servicing Officer setting forth such determination and the
procedures and considerations of the Special Servicer forming the basis of such
determination, that there has been a recovery of all REO Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer, in its
reasonable good faith judgment, expects to be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the Indenture Trustee, and its
successors in interest.
"GAAP": Generally accepted accounting principles, as in effect in
the United States.
"Governmental Authority": Any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.
"Grant": To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of setoff against, deposit, set over and confirm. A Grant of Collateral
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies and proceeds payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.
"Hazardous Materials": All materials subject to any Environmental
Law, including, without limitation, materials listed in 49 C.F.R. ss. 172.010,
materials defined as hazardous pursuant to ss. 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos
or material containing asbestos, polychlorinated biphenyls ("PCBs"), radon gas,
urea formaldehyde and any substances classified as being "in inventory", "usable
work in process" or similar classification that would, if classified as
unusable, be included in the foregoing definition.
"Highest Lawful Rate": As defined in Section 14.19 of the Indenture.
"Holder": A Bondholder.
"Holding Trust": ICCMIC Commercial Holding Trust 1999-1, a Delaware
business trust, and its successors in interest.
"Holding Trust Agreement": The Holding Trust Agreement, dated as of
February 1, 1999, between the Trustor and the Holding Trustee, pursuant to which
the Holding Trust was created, and any amendments or supplements thereto.
"Holding Trust Certificate": The certificate which represents 100%
of the ownership interest of the Holding Trust, with a "Holding Trust
Certificate" designation on the face thereof, executed and authenticated by the
Holding Trustee and substantially similar in form to Exhibit A attached to the
Holding Trust Agreement.
"Holding Trustee": Wilmington Trust Company, a Delaware banking
corporation, and its successors in interest, in its capacity as trustee under
the Holding Trust Agreement.
"Holding Trustee Fee": A fee of $4,000 per annum, payable each year
on the Payment Date occurring in the month in which the anniversary of the
Closing Date occurs, commencing in March 2000.
"Holding Trustee's Agent": Any agent or attorney of the Holding
Trustee appointed by the Holding Trustee to execute one or more of the trusts or
powers under the Holding Trust Agreement.
"Holding Trustee's Office": The principal corporate trust office of
the Holding Trustee at which, at any particular time, its corporate trust
business is administered, which office at the Closing Date is located at the
address of the Holding Trustee set forth in Section 13.4 of the Holding Trust
Agreement.
"Indenture": The Indenture, dated as of February 1, 1999 between the
Issuer, acting through the Owner Trustee and the Indenture Trustee and any
amendment or supplement thereto.
"Indenture Trustee": LaSalle National Bank, a national banking
association, and its successors in interest, in its capacity as Indenture
Trustee under the Indenture, or any successor trustee appointed as provided in
the Indenture.
"Indenture Trustee Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Indenture Trustee Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"Indenture Trustee Fee Rate": A fee rate of 0.008%.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Issuer, the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer and any and
all Affiliates thereof, (ii) does not have any direct financial interest in or
any material indirect financial interest in any of the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Issuer within the meaning of
Section 856(d)(3) of the Code, so long as the Issuer does not receive or derive
any income from such Person and provided that the relationship between such
Person and the Issuer is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicer shall not be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Issuer to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Issuer and the Special
Servicer of an Opinion of Counsel, which shall be at no expense to the Issuer or
the Special Servicer, 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 856(e) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
Interest Rate Adjustment Date, the base index used to determine the new Mortgage
Interest Rate in effect thereon as specified in the related Mortgage Note.
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any insurance
policy required to be maintained under the Servicing Agreement or the related
Mortgage Loan Documents.
"Insurance Proceeds": With respect to each Mortgage Loan, proceeds
of any primary hazard insurance policy required to be maintained pursuant to
Section 4.06 of the Servicing Agreement, or any other Insurance Policy covering
such Mortgage Loan or the related Mortgaged Property, to be held in an escrow
account or a trust account, which is an Eligible Account, pursuant to the terms
of the related Mortgage Loan Documents, related to such Mortgage Loan and
applied or to be applied to the restoration or repair of the related Mortgaged
Property or required to be released to the related Mortgagor in accordance with
the terms of the related Mortgage Loan Documents and applicable Law, or, to the
extent not expressly provided therein, in accordance with Accepted Master
Servicing Practices or Accepted Special Servicing Practices, as applicable, and
applicable Law.
"Interest Accrual Period": With respect to any Payment Date and any
Class of Bonds (other than the Class S, Class X, Class F, Class G and Class H
Bonds), the period from the immediately preceding Payment Date (or with respect
to the initial Payment Date, from the Closing Date) to and including the day
immediately preceding the applicable Payment Date. The Interest Accrual Period
for the Class F and Class G Bonds (and for the Class S and Class X Bonds with
respect to Shortfall Amounts) on each Payment Date will be the calendar month
preceding the month in which such Payment Date occurs. The Class S, Class X and
Class H Bonds do not have Interest Accrual Periods and will not accrue interest
(other than with respect to Class S Shortfalls and Class X Shortfalls, as
applicable).
"Interest Rate Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Mortgage Interest Rate is
subject to adjustment pursuant to the related Mortgage Note.
"Interested Person": As of any date of determination with respect to
any Mortgage Loan, the Mortgagor, the Mortgage Loan Seller, the Loan Originator,
the Issuer, the Indenture Trustee, the Fiscal Agent, the Owner Trustee, the
Special Servicer, any Independent Contractor engaged by the Special Servicer, or
the Master Servicer.
"Investment Company Act": The Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"IRS": The Internal Revenue Service, or any successor thereto.
"Issuer": ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware
business trust established pursuant to the Deposit Trust Agreement, and its
successors in interest.
"Issuer Default": Any occurrence which is, or with notice or the
lapse of time or both would become, an Issuer Event of Default.
"Issuer's Equity": The right of the Ownership Certificateholder or
its designee to (i) receive all payments on and proceeds of the Collateral not
otherwise allocable to pay interest, principal or other amounts due on the Bonds
in accordance with their terms or expenses of the Trust Estate, and (ii) to have
the remaining Collateral returned to it after the Indenture is satisfied and
discharged.
"Issuer Event of Default": As defined in Section 5.01 of the
Indenture.
"Issuer Request" or "Issuer Order": A written request or order
signed in the name of the Issuer by an Authorized Officer of the Owner Trustee
and delivered to the Indenture Trustee.
"Law": Any judgment, order, decree, writ, injunction, award,
statute, rule, regulation or requirement of any federal, state, local or other
agency, commission, instrumentality, tribunal, governmental authority,
arbitrator or court having or asserting jurisdiction over any particular Person,
property or matter applicable to such particular Person, property or matter.
"LIBOR": With respect to any Payment Date, the per annum rate for
U.S. Dollar deposits determined in accordance with Section 1.03 of the
Indenture.
"LIBOR Business Day": Any day other than (i) Saturday or a Sunday or
(ii) a day on which banking institutions in the cities of Chicago, Illinois, New
York, New York, or London, England are required or authorized by Law to be
closed.
"LIBOR Deficiency Amount": To the extent that the Bond Interest Rate
on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D or Class E
Bonds for any Payment Date is determined to be the Weighted Average Remittance
Rate, the excess with respect to such Payment Date of (i) the amount of interest
that would have been payable on such Bonds at the Bond LIBOR Rate for such Class
of Bonds and such Payment Date, over (ii) the amount of interest that is payable
on such Class of Bonds at the Weighted Average Remittance Rate for such Payment
Date.
"LIBOR Rate Adjustment Date": As defined in Section 1.03 of the
Indenture.
"Liquidation Event": With respect to any Mortgage Loan or Specially
Serviced 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 or Specially Serviced Mortgage Loan; (iii) such Mortgage Loan is
repurchased by the Mortgage Loan Seller pursuant to Sections 2.05 or 3.01(d) of
the Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is repurchased by
the Loan Originator pursuant to Section 3 of the Warranty Agreement; (v) such
Mortgage Loan is repurchased by the Ownership Certificateholder pursuant to
Section 11.01 of the Indenture; or (vi) such Specially Serviced Mortgage Loan is
purchased (or sold to a third-party) by the Special Servicer pursuant to Section
6.05 of the Servicing Agreement.
"Liquidation Proceeds": Cash (including any Excess Insurance
Proceeds or Excess Condemnation Proceeds, but excluding REO Proceeds) received
in connection with the liquidation of a Mortgage Loan or Specially Serviced
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise.
"Loan Maturity Date": 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.
"Loan Originator": Southern Pacific Bank, a California banking
corporation, and its successors in interest.
"Loss Mortgage Loan": Any Mortgage Loan (i) as to which a
Liquidation Event has occurred, (ii) with respect to which the Master Servicer,
the Indenture Trustee or the Fiscal Agent, as applicable, has determined that an
Advance previously made or proposed to be made is a Nonrecoverable Advance, or
(iii) with respect to which a Deficient Valuation has been made or a portion of
the principal balance thereof has been otherwise permanently forgiven, by
modification or otherwise.
"MAI Appraisal": Any appraisal prepared by an Independent member of
the Appraisal Institute (who has five years' experience with property types
comparable to the property type of the related Mortgaged Property and in the
jurisdiction in which the related Mortgaged Property is located) required
pursuant to Section 6.13 of the Servicing Agreement.
"Margin": With respect to the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D and Class E Bonds, the percentages set forth below:
Class Margin
----- ------
A-1 0.28%
A-2 0.42%
A-3 0.60%
B 0.88%
C 1.55%
D 2.00%
E 2.35%
"Master Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, and its successors in interest, or any
successor servicer appointed as such as provided in the Servicing Agreement.
"Master Servicing Duties": The duties and obligations of the Master
Servicer under the Servicing Agreement.
"Master Servicer Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Master Servicing Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Master Servicer Fee
includes the fee payable to the Primary Servicer.
"Master Servicing Fee Rate": A fee rate of 0.30%.
"Maturity": With respect to any Bond, the date, if any, as of which
the principal of and interest on such Bond (or in the case of the Class S and
Class X Bonds, the final Class S Scheduled Payment and Class X Scheduled
Payment, respectively, or the Class S Early Termination Amount and Class X Early
Termination Amount, respectively) has become due and payable as provided in the
Indenture, whether at the Stated Maturity Date, if any, by declaration of
acceleration or otherwise.
"Maximum Offered Bond Rate": With respect to any Offered Bond (other
than the Class S Bonds), 14.00% per annum.
"Monitoring Bondholder": Each Holder (or Bond Owner, if applicable)
of a Bond of a Monitoring Class as certified to the Indenture Trustee from time
to time by such Holder or Bond Owner.
"Monitoring Class": As defined in Section 11.01(c) of the
Servicing Agreement.
"Monthly Payment": The amount due in respect of any Mortgage Loan on
any related Due Date, equal to the amount of the monthly payment that is
scheduled to be due in respect thereof on such date in accordance with the terms
of such Mortgage Loan in effect on the Closing Date (including any adjustments
made from time to time after the Closing Date to the Mortgage Interest Rate in
accordance with such terms), and assuming that each prior Monthly Payment has
been made in a timely manner.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note, including the assignment of leases and rents related
thereto.
"Mortgage Collateral": As used with respect to the Bonds, the
Pledged Mortgage Loans plus all payments thereon after the Cut-Off Date
(excluding Prepayment Premiums collected on such Mortgage Loans), together with
the related Mortgage Loan Files and Servicing Files and the Issuer's interest in
any Mortgaged Property that secured any Mortgage Loan but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date.
"Mortgage Interest Rate": With respect to any Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan in accordance with
the terms of the related Mortgage Note.
"Mortgage Loan": Each of the mortgage loans which has been Granted
as Collateral pursuant to the Indenture and accepted by the Indenture Trustee
pursuant to Section 13.01 of the Indenture and from time to time held by the
Indenture Trustee on behalf of the Bondholders, the Mortgage Loans so held
pursuant to Section 13.01 of the Indenture being identified on the Mortgage Loan
Schedule (including, any successor REO Mortgage Loan). As used in this
definition, the term "mortgage loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage Loan
File but does not include the right to any Prepayment Premiums remitted by a
Mortgagor with respect to a Mortgage Loan, which Prepayment Premiums shall be
the property of the Mortgage Loan Seller.
"Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, each document or instrument set forth in clauses
(i)-(viii) of the definition of Mortgage Loan File, any collateral assignments
of property management agreements and other services agreements required by the
applicable commitment and other loan documents and all assumption, modification,
consolidation, substitution and extension agreements, any physical assessment
report of the Mortgaged Property, all surveys, all insurance policies, any
environmental site assessment of the Mortgaged Property, any lease subordination
agreements and tenant estoppels, any borrower's counsel opinions and other
agreements, if any, pertaining to such Mortgage Loan.
"Mortgage Loan File": With respect to any Pledged Mortgage Loan,
collectively, the following documents:
(i) the original executed Mortgage Note (or, if accompanied by a
"lost note" affidavit, a copy thereof), endorsed by the
Mortgage Loan Seller or the prior holder of record, in blank
or as follows: "Pay to the order of LaSalle National Bank, as
indenture trustee for the registered holders of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1, without recourse";
(ii) an original of the Mortgage and of any intervening assignments
thereof that precede the assignment referred to in clause (iv)
of this definition, with evidence of recording indicated
thereon (unless such document has not yet been returned from
the applicable recording office, in which case a certified
copy of such document as submitted for recording);
(iii) an original of any related Assignment of Leases and Rents (if
such item is a document separate from the Mortgage) and of any
intervening assignments thereof that precede the assignment
referred to in clause (v) of this definition, with evidence of
recording indicated thereon (unless such document has not yet
been returned from the applicable recording office, in which
case a certified copy of such document as submitted for
recording);
(iv) an original Assignment of Mortgage, executed by the Mortgage
Loan Seller or the prior holder of record, in blank or to the
order of the Indenture Trustee, with the assignment to the
Indenture Trustee in the following form: "LaSalle National
Bank, as indenture trustee for the registered holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1," in recordable form;
(v) an original assignment of any related Assignment of Leases and
Rents (if such item is a document separate from the Mortgage),
executed by the Mortgage Loan Seller or the prior holder of
record, in blank or to the order of the Indenture Trustee,
with the assignment to the Indenture Trustee in the following
form: "LaSalle National Bank, as indenture trustee for the
registered holders of ICCMAC Multifamily and Commercial Trust
1999-1, Collateralized Mortgage Bonds, Series 1999-1," in
recordable form;
(vi) originals or certified copies of all assumption, modification,
consolidation, substitution and extension agreements in those
instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified or the Mortgage or Mortgage
Note has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Pledged Mortgage Loan, or, if such policy has not been
issued, an irrevocable, binding commitment to issue such title
insurance policy, or, with respect to each related Mortgage
Loan for which the related Mortgaged Property is located in a
jurisdiction which does not provide for a lender's title
insurance policy, an attorney's opinion of title by an
attorney licensed to practice Law in the jurisdiction where
the related Mortgaged Property is located;
(viii)either (A) the originals of all intervening assignments
(other than the assignments set forth above), if any,
including warehousing assignments, with evidence of recording
thereon, (B) copies of such assignments certified by a title
company, if any, or escrow company to be true and complete
copies thereof where the originals have been transmitted for
recording until such time as the originals are returned by the
public recording office, or (C) copies of such assignments
certified by the public recording offices where such
assignments were recorded to be true and complete copies
thereof in those instances where the public recording offices
retain the original or where the original recorded assignments
are lost; and
(ix) any escrow, guarantee and environmental liability agreement.
provided, that whenever the term "Mortgage Loan File" is used to refer to
documents actually received by the Indenture Trustee or by a Custodian on its
behalf, such term shall not be deemed to include such documents required to be
included therein unless they are actually so received, and with respect to any
receipt or certification by the Indenture Trustee or the Custodian for documents
described in clause (vi) of this definition, shall be deemed to include only
such documents to the extent a Responsible Officer of the Indenture Trustee or
Custodian has actual knowledge of their existence.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of February 1, 1999, between the Mortgage Loan Seller and
the Depositor regarding the sale, transfer and assignment of the Mortgage Loans
to the Depositor, a copy of which is attached to the Indenture as Exhibit F.
"Mortgage Loan Schedule": The list of Mortgage Loans sold by the
Mortgage Loan Seller to the Depositor pursuant to the Mortgage Loan Purchase
Agreement which were simultaneously transferred to the Issuer pursuant to the
Deposit Trust Agreement and pledged by the Issuer to the Indenture Trustee and
granted as Collateral to secure the Bonds pursuant to the Indenture. Such list
is attached to the Servicing Agreement as Exhibit A, to the Indenture as
Schedule I, and to the Mortgage Loan Purchase Agreement as Exhibit A.
"Mortgage Loan Seller": Imperial Credit Commercial Mortgage
Investment Corp., a Maryland corporation, and its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgaged Property": The underlying property (including any REO
Property) that secures a Mortgage Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property, fixtures, leases and other
property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"New Lease": Any lease of an REO Property entered into at the
direction of the Special Servicer on behalf of the Issuer, including any lease
renewed, modified or extended on behalf of the Issuer, if the Issuer has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made by the Master Servicer, the Special Servicer, the Indenture Trustee or
the Fiscal Agent, in respect of a Mortgage Loan which together with interest
thereon, in the reasonable good faith judgment of the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, will
not, or, in the case of a proposed Advance, would not, together with interest at
the Advance Rate thereon, be ultimately recoverable by the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, from
net proceeds and collections received solely with respect to such Mortgage Loan
or the related Mortgaged Property, including related Excess Insurance Proceeds,
Liquidation Proceeds, REO Proceeds, Excess Condemnation Proceeds and escrowed
amounts, which determination shall be set forth in a Nonrecoverable Advance
Certificate filed with the Indenture Trustee. The Indenture Trustee and the
Fiscal Agent may conclusively rely on the determination of nonrecoverability
made by the Master Servicer or the Special Servicer.
"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer of the Master Servicer, or by a Responsible Officer of the
Indenture Trustee or the Fiscal Agent, as applicable, setting forth the
determination of a Nonrecoverable Advance and the procedures and considerations
of the Master Servicer, the Special Servicer, the Indenture Trustee or the
Fiscal Agent, as applicable, forming the basis of such determination (including
but not limited to copies of information such as related income and expense
statements, any appraisals, rent rolls, occupancy status, property inspections,
and other Servicer inquiries with respect to the value of the related Mortgaged
Property).
"Non-Registered Bond": Any Bond that has not been registered under
the Securities Act. As of the Closing Date, the Non-Registered Bonds are the
Class X, Class F, Class G and Class H Bonds.
"Non-U.S. Person": A person other than a U.S. Person.
"Offered Bonds": Any Class A-1, Class A-2, Class S, Class A-3, Class
B, Class C, Class D or Class E Bond.
"Officer's Certificate": A certificate signed by any one Authorized
Officer of the Person from whom said certificate is required or, in the case of
an Officer's Certificate of the Issuer, a certificate signed by any Authorized
Officer of the Owner Trustee, and, to the extent delivered to the Indenture
Trustee, complying with the applicable requirements of Section 14.01 of the
Indenture. Unless otherwise specified, any reference in the Indenture to an
Officer's Certificate shall be to an Officer's Certificate of the Issuer.
"One-Month LIBOR": With respect to any Payment Date, the applicable
one-month LIBOR rate for one-month U.S. dollar deposits, determined as set forth
in Section 1.03 of the Indenture.
"Operative Agreements": The Indenture, the Servicing Agreement, the
Primary Servicing Agreement, the Deposit Trust Agreement, the Holding Trust
Agreement, the Administration Agreement, the Mortgage Loan Purchase Agreement
and the Warranty Agreement.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Issuer, the Depositor, the Mortgage Loan
Seller, the Master Servicer, or Special Servicer (if required to be delivered
under any of the Operative Agreements, then acceptable and delivered to the
Indenture Trustee), except that any opinion of counsel relating to (i) federal
income taxation matters, (ii) the resignation of the Master Servicer or the
Special Servicer pursuant to Section 3.11 of the Servicing Agreement, or (iii)
any actions or duties which cannot be undertaken or are no longer permitted
under applicable Law, must be an opinion of counsel who is Independent.
"Outstanding": Shall mean, as of any date of determination, all
Bonds theretofore authenticated and delivered under the Indenture, except:
(i) Bonds theretofore canceled by the Bond Registrar or delivered to
the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any other Paying Agent (other than the
Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee or any
other Paying Agent, has been made; and
(iii)Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture, other than
any such Bonds in respect of which there shall have been
presented to the Bond Registrar proof satisfactory to it that
such Bonds are held by a bona fide purchaser in whose hands such
Bonds are valid obligations of the Issuer;
provided, however, that in determining whether the Holders of Bonds with the
requisite aggregate Bond Principal Amount, or representing the requisite
percentage of Voting Rights, have given any request, demand, authorization,
vote, direction, notice, consent or waiver hereunder, except as otherwise
expressly provided herein, Bonds owned by the Issuer, any other obligor on Bonds
or the Depositor (each of the foregoing Persons, solely for purposes of this
definition, an "Interested Person") or by any Affiliate of an Interested Person
shall be disregarded and deemed not to be Outstanding (unless any such Person or
Persons owns all the Bonds), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which the Bond
Registrar knows to be so owned shall be so disregarded, and also except that
Bonds so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Bond Registrar
in its sole discretion the pledgee's right to act with respect to such Bonds and
that the pledgee is not an Interested Person or any Affiliate of an Interested
Person.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, or its successors in interest, in its capacity as trustee under the
Deposit Trust Agreement.
"Owner Trustee Calculation Fee Rate" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $4,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Owner Trustee Fee": An annual fee of $4,000.00, payable monthly on
each Payment Date, plus any additional fees and expenses payable to the Owner
Trustee, as set forth in the written Fee and Indemnity Agreement among the Owner
Trustee, the Mortgage Loan Seller and the Depositor.
"Owner Trustee's Agent": Any agent or attorney of the Owner Trustee
appointed by the Owner Trustee to execute one or more of the trusts or powers
hereunder.
"Owner Trustee's Office": The principal corporate trust office of
the Owner Trustee at which, at any particular time, its corporate trust business
is administered, which office at the Closing Date is located at the address of
the Owner Trustee set forth in Section 13.4 of the Deposit Trust Agreement.
"Ownership Certificate": The certificate which represents 100% of
the Issuer's Equity, with an "Ownership Certificate" designation on the face
thereof, executed and authenticated by the Owner Trustee and substantially in
the form of Exhibit A attached to the Deposit Trust Agreement.
"Ownership Certificateholder": With respect to the Ownership
Certificate, the Person in whose name the Ownership Certificate is registered on
the Ownership Certificate Register. Initially, the Holding Trust shall be the
Ownership Certificateholder.
"Ownership Interest": As to any Bond, any ownership or security
interest in such Bond as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for a Paying Agent specified in Section 3.03 of the
Indenture and is authorized and appointed pursuant to Section 3.03 of the
Indenture by the Issuer to pay the principal of, or interest on any Bonds on
behalf of the Issuer. The principal office of the initial Paying Agent is
located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60674.
"Payment Account": The segregated trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 8.01 of the
Indenture.
"Payment Date": The 25th day of each month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in March 1999.
The final Payment Date on any Bond shall occur only after due notice by the
Indenture Trustee and only upon presentation and surrender of such Bond at the
location specified on the notice given by the Indenture Trustee.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.05 of the
Servicing Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to and
without duplication, payment or reimbursement of interest thereon at the Advance
Rate from and including the date of the making of such P&I Advance through and
including the date of payment or reimbursement.
"Percentage Interest": With respect to any Bond, the portion of the
relevant Class evidenced by such Bond, expressed as a percentage, the numerator
of which is the initial Bond Principal Amount of such Bond as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
initial aggregate Bond Principal Amount of the relevant Class.
"Permitted Investments": Any one or more of the obligations and
securities listed below that provide for a date of maturity of not more than 30
days but in any event not later than the date prior to the date such funds will
be required to be available for distribution:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by
the full faith and credit of the United States of America;
(ii) federal funds, time deposits in, unsecured certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the
Laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, the commercial paper or other short-term
debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) which has the Required Rating and a maturity of
not more than 365 days;
(iii)commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 270 days after the date of issuance thereof) that has the
Required Rating for short-term debt;
(iv) repurchase obligations with respect to any security described in
clause (i) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards
described in clause (ii) above and having maturities of not more
than 365 days;
(v) units of taxable money market funds, which funds seek to maintain
a constant asset value and have been rated "AAAm" or "AAAmg" by
Standard & Poor's, and by any other Rating Agency in its highest
rating category, or which have been designated in writing by each
Rating Agency as Permitted Investments for purposes of this
definition; and
(vi) any other obligation or security acceptable to each Rating
Agency, as confirmed in writing that would not result in a
downgrading, qualification or withdrawal of the ratings then
assigned to the Bonds;
provided, however, that no such instrument shall be a Permitted Investment if
(v) such instrument evidences a right to receive either (A) only interest
payments with respect to the obligations underlying such instrument or (B) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations; (w) its terms do not have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change; (x) to the extent rated, an "r" highlighter is affixed to its rating;
(y) to the extent the related interest rate is variable, interest thereon is not
tied to a single interest rate index plus a single fixed spread (if any), or
does not move proportionately with that index; or (z) such instrument is
purchased at a premium over par.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability corporation, limited liability company, limited liability partnership,
or government or any agency or political subdivision thereof.
"Phase I Environmental Report": A report similar in form and
substance to a "phase I" report, as described in, and meeting the criteria of,
(i) Chapter 5 of the Federal National Mortgage Association Multifamily Guide or
any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"Plan": Any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code.
"Pledged Account": Any account, including the Collection Account and
the Payment Account, Granted as security for the Bonds.
"Pledged Mortgage Loan": Any one of the Mortgage Loans pledged to
the Indenture Trustee by the Issuer pursuant to the granting clause of the
Indenture, that from time to time are held as a part of the Trust Estate and as
are more fully described on Schedule I of the Indenture.
"Predecessor Bond": With respect to any Bond and Class, every
previous Bond and Class evidencing all or a portion of the same debt as that
evidenced by such Bond; for the purpose of this definition, any Bond
authenticated and delivered under Section 2.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Bond of the same Class shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Bond.
"Prepayment Interest Excess": With respect to any Payment Date, for
each Mortgage Loan that was subject to a Principal Prepayment in full or in part
after the Due Date occurring in the related Collection Period, the amount of
interest accrued at the Remittance Rate for such Mortgage Loan on the amount of
such Principal Prepayment during the period from and after such Due Date, to the
extent collected.
"Prepayment Interest Shortfall": With respect to any Payment Date,
for each Non-Specially Serviced Mortgage Loan that was subject to a Principal
Prepayment in full or in part prior to the Due Date occurring in the related
Collection Period, the amount of interest that would have accrued at the
Remittance Rate (but without subtracting the Indenture Trustee Fee from the
calculation thereof) for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or payable,
as set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment. The right to receive Prepayment Premiums shall be retained
by the Mortgage Loan Seller.
"Primary Servicer": Initially, Southern Pacific Bank, pursuant to
the Primary Servicing Agreement.
"Primary Servicing Agreement": The Primary Servicing Agreement,
dated as of February 1, 1999, between the Master Servicer and the Primary
Servicer regarding the initial primary servicing of the Mortgage Loans (except
for Specially Serviced Mortgage Loans) by the Primary Servicer, and any
amendments or supplements thereto.
"Prime Rate": As of any day, the per annum rate reported as the
"Prime Rate" in The Wall Street Journal on the immediately preceding Business
Day.
"Principal Payment Amount": With respect to any Payment Date, the
aggregate of the following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) due, and any Assumed Monthly Payments deemed
due, as the case may be, in respect of the Mortgage Loans for
their respective Due Dates occurring during the related
Collection Period, to the extent such Monthly Payments or Assumed
Monthly Payments, as applicable, are received during such
Collection Period or a P&I Advance is made with respect to such
Monthly Payments or Assumed Monthly Payments prior to such
Payment Date;
(ii) all payments (including Principal Prepayments and Balloon
Payments, but excluding Prepayment Premiums) and other
collections (including Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds) that were received on or in
respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master
Servicer or Special Servicer, as applicable, as recoveries of
principal thereof, in each case net of any portion of such
payment or other collection that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Monthly
Payment deemed due, in respect of the related Mortgage Loan on a
Due Date during or prior to the related Collection Period and not
previously recovered; and
(iii)if such Payment Date is subsequent to the initial Payment Date,
the excess, if any, of (A) the Principal Payment Amount for the
immediately preceding Payment Date, over (B) the aggregate
payments of principal made in respect of the Bonds on such
immediately preceding Payment Date.
"Principal Prepayment": Any payment or other recovery of principal
on a Mortgage Loan that is received in advance of its scheduled Due Date which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Private Bonds": The Class X, Class F, Class G and Class H Bonds.
"Proceeding": Any suit in equity, action at Law or other judicial or
administrative proceeding.
"Property Protection Advance": Any expenses identified in the
Servicing Agreement as Property Protection Expenses which are required to be
advanced by the Master Servicer, or by the Special Servicer, consistent with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, or by the Indenture Trustee or the Fiscal Agent, to the extent the
Master Servicer or the Special Servicer fails to make such advances.
"Property Protection Expenses": The following costs and expenses,
but, with respect to items (ii) through (xiii) below, only to the extent that
they are paid to third persons in arms' length arrangements, which may, to the
extent expressly approved in the related Asset Strategy Report as to the Special
Servicer, be Affiliates, who are generally in the business of providing such
goods and services and that such expenses are reasonable for the types of goods
or services provided in the geographical area in which such goods or services
are provided: (i) real estate taxes, assessments and similar charges; (ii)
premiums for insurance; (iii) utility costs; (iv) payments required under
service contracts, including but not limited to service contracts for heating,
ventilation and air conditioning systems, elevators, landscape maintenance, pest
extermination, security, model furniture, swimming pool service, trash removal,
answering service, credit checks and monitoring the satisfaction of real estate
tax assessments and the designation from time to time of special flood hazard
areas; (v) payroll costs and benefits for on-site maintenance personnel,
including but not limited to housekeeping employees, porters and general
maintenance and security employees; (vi) property management fees; (vii) usual
and customary leasing and sales brokerage expenses and commissions and other
costs and expenses associated with marketing, selling or otherwise disposing of
Specially Serviced Mortgage Loans or REO Properties including, without
limitation, marketing brochures, auction services, reasonable legal fees,
surveys, title insurance premiums and other title company costs; (viii) permits,
licenses and registration fees and costs; (ix) any expense necessary in order to
prevent or cure a breach under a lease, contract or agreement, if the
consequences of failure to prevent or cure could, in the sole judgment of the
Special Servicer, have a material adverse effect with respect to the Mortgage
Loan, REO Property or Mortgaged Property; (x) any expense necessary in order to
prevent or cure a material violation of any applicable Law, regulation, code or
ordinance with respect to any Mortgaged Property, including without limitation
any environmental remediation; (xi) costs and expenses of appraisals,
valuations, surveys, inspections, environmental assessments, credit reports, or
market studies (including, in each case, review thereof); (xii) other such
reasonable marketing, legal, accountants expert witness fees and other fees and
expenses incurred by the Special Servicer in connection with the enforcement,
collection, foreclosure, management and operation of Specially Serviced Mortgage
Loans or REO Properties, the bankruptcy of any related Mortgagor, and the
performance of their servicing duties under the Servicing Agreement; and (xiii)
such other expenses as are reasonable and immediately necessary to operate a
Mortgaged Property or REO Property and to protect and maintain the lien of the
Mortgage on such Mortgaged Property or REO Property or to enforce the related
Mortgage Loan Documents.
"Prospectus": The prospectus, dated February 19, 1999 of the
Depositor.
"Prospectus Supplement": The prospectus supplement, dated March 5,
1999 to the Prospectus prepared by the Depositor in connection with the offering
of the Class A-1, Class A-2, Class S, Class A-3, Class B, Class C, Class D and
Class E Bonds.
"PTCE": A "prohibited transaction class exemption", as related to
ERISA.
"Purchase Price": With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the date of purchase, together with (i) all
unpaid accrued interest thereon at the Mortgage Interest Rate on such Mortgage
Loan from the date as to which interest was last paid by the related Mortgagor
to the Due Date in the Collection Period in which the relevant repurchase is to
occur, (ii) all related unreimbursed Property Protection Advances, (iii) all
accrued and unpaid interest on related Advances, (iv) any related compensation
payable to the Special Servicer, and (v) any expense arising out of the
enforcement of the repurchase obligation and any costs associated with such
repurchase.
"QIB": A "qualified institutional buyer" within the meaning of Rule
144A.
"QRS": A "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.
"Qualified Insurer": An insurance company:
(i) duly qualified as such under the Laws of the state in which the
related Mortgaged Property is located;
(ii) duly authorized and, if required, licensed in such state to
transact the applicable insurance business and to write the
insurance provided; and
(iii)whose claims paying ability is rated at least "A" by each Rating
Agency (or, if not rated by each of the Rating Agencies, rated at
least "A" by Standard & Poor's and any other nationally
recognized statistical rating organization which rates the claims
paying ability of such insurance company.
"Rated Bond": Any of the Class A-1, Class A-2, Class S, Class A-3,
Class B, Class C, Class D, Class E, Class X, Class F, Class G and Class H Bonds.
"Rating Agency": Each of Standard & Poor's and DCR.
"Real Estate Loan Purchase and Sale Agreements": Collectively, those
four individual Agreements for Purchase and Sale of Real Estate Loans, dated as
of October 1, 1997, December 8, 1997, March 27, 1998 and June 30, 1998, each
between the Mortgage Loan Seller and the Loan Originator, whereby the Mortgage
Loan Seller acquired the Mortgage Loans from the Loan Originator.
"Realized Loss": With respect to each Loss Mortgage Loan for which
(A) an event set forth in clause (i) or (ii) of the definition of Loss Mortgage
Loan has occurred, an amount equal to (i) the Stated Principal Balance of the
Loss Mortgage Loan as of the date of such event, plus (ii) interest at the
Remittance Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which such event occurred on
the Stated Principal Balance of such Loss Mortgage Loan outstanding during each
Collection Period that such interest was not paid or advanced, plus (iii) any
unreimbursed Advances and interest accrued and payable thereon at the Advance
Rate, minus (iv) the proceeds, if any, received during the month in which such
event occurred, to the extent applied as recoveries of interest at the
Remittance Rate and to principal of the Mortgage Loan, or (B) an event set forth
in clause (iii) of the definition of Loss Mortgage Loan has occurred, the amount
determined to have been permanently forgiven.
With respect to each Loss Mortgage Loan with respect to which an
Advance previously made has been determined to be a Nonrecoverable Advance an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Mortgage Loan) as of the date of such determination, plus
(ii) interest at the Remittance Rate from the Due Date as to which interest was
last paid or advanced to Bondholders up to the last day of the month in which
such determination was made on the Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon at the Advance Rate, minus (iv) the
proceeds, if any, received during the month in which such determination was
made, to the extent applied as recoveries of interest at the Remittance Rate and
to principal of the Mortgage Loan.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
Realized Losses will not be allocated to reduce the Bond Principal Amounts of
the Bonds.
"Record Date": With respect to any Class of Bonds, the Ownership
Certificate or the Holding Trust Certificate for any Payment Date, the last
Business Day of the month immediately preceding the month in which the related
Payment Date occurs (or, in the case of the first Payment Date, the Closing
Date).
"Redemption Date": The Payment Date specified by the Indenture
Trustee for the redemption of Bonds of any Class pursuant to Section 11.01 of
the Indenture.
"Redemption Price": The greater of (i) the Bond Redemption Amount
and (ii) the aggregate fair market value of the Mortgage Loans and any REO
Properties included in the Trust Estate.
"Registration Statement": The Depositor's Registration Statement on
Form S-3, No. 333-61305, which was filed with the Commission pursuant to the
Securities Act and declared effective on November 20, 1998.
"Registered Bond": Any Bond registered under the Securities Act.
"Registered Holder": The Person whose name appears on the Bond
Register on the applicable Record Date.
"REIT": A "real estate investment trust" within the meaning of
Section 856(a) of the Code.
"Remittance Date": With respect to each Payment Date, one Business
Day preceding such Payment Date.
"Remittance Rate": With respect to any Mortgage Loan as of any
Payment Date, the per annum rate equal to the excess of the related Mortgage
Interest Rate (without giving effect to any modification, waiver, or amendment
or other reduction thereof following the Cut-Off Date) after giving effect to
the Master Servicer Fee and the Indenture Trustee Fee on the Mortgage Loans as
of the Due Date in the month preceding the month in which such Payment Date
occurs.
"Remittance Report": The report prepared pursuant to Section 4.09(a)
of the Servicing Agreement.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The trust account or accounts created and maintained
by the Master Servicer pursuant to Section 6.06 of the Servicing Agreement which
shall be entitled "Banc One Mortgage Capital Markets, LLC, in trust for LaSalle
National Bank, as Indenture Trustee, in trust for Holders of ICCMAC Multifamily
and Commercial Trust 1999-1, Collateralized Mortgage Bond Series 1999-1, REO
Account" and which must be an Eligible Account.
"REO Account Report": The report prepared pursuant to Section
6.08(b) of the Servicing Agreement.
"REO Acquisition": The acquisition by the Special Servicer on behalf
of the Issuer for the benefit of the Bondholders of any Mortgaged Property.
"REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Special Servicer on behalf of the
Issuer through foreclosure or by deed in lieu of foreclosure, or otherwise in
connection with a defaulted Mortgage Loan, until the Special Servicer has
determined that all amounts that it reasonably expects to recover from or on
account of such Mortgage Loan have been recovered, whether from Excess
Condemnation Proceeds, Excess Insurance Proceeds, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or otherwise (in which
case such Mortgage Loan shall no longer be an REO Mortgage Loan).
"REO Proceeds": Proceeds received in respect of any REO Property
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Issuer and is part of the Trust Estate securing the
Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in
connection with a defaulted Mortgage Loan.
"Representative": J.P. Morgan Securities Inc., acting on behalf of
the several Underwriters pursuant to the Underwriting Agreement.
"Request for Release and Receipt of Documents": A written Request
for Release and Receipt of Documents, substantially in the form of Exhibit B to
the Servicing Agreement.
"Required Rating": For purposes of the definition of "Permitted
Investments" the following ratings:
(a) with respect to commercial paper, short-term debt obligations or
other short-term deposits, the highest short-term rating category of each Rating
Agency (or, if such obligations are not rated by DCR, any two nationally
recognized statistical rating organizations, which shall include Standard &
Poor's and any other rating agency which rates such obligations or deposits; or
(b) with respect to long-term debt obligations, the highest
long-term rating category of each Rating Agency (or, if such obligations are not
rated by DCR, any two nationally recognized statistical rating organizations,
which shall include Standard & Poor's and any other rating agency which rates
such obligations or deposits.
"Resolution": A copy of a resolution certified by an Authorized
Officer of the Owner Trustee to have been duly adopted by the Owner Trustee and
to be in full force and effect on the date of such certification.
"Responsible Officer": As used with respect to the Indenture Trustee
or the Fiscal Agent, any officer assigned to and working in its Asset Backed
Securities Trust Services Group with direct responsibility for the
administration of the Servicing Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
As used with respect to the Owner Trustee, any officer of the Owner
Trustee assigned to the Owner Trustee's Office with direct responsibility for
the administration of the Owner Trust Agreement and also, with respect to a
particular matter, any officer of the Owner Trustee employed within the Owner
Trustee's Office, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Responsible Officer,
such an officer whose name appears on a list of corporate trust officers
furnished to the Depositor and the Indenture Trustee by the Owner Trustee, as
such list may from time to time be amended.
As used with respect to the Holding Trustee, any officer of the
Holding Trustee assigned to the Holding Trustee's Office with direct
responsibility for the administration of the Holding Trust Agreement and also,
with respect to a particular matter, any officer of the Holding Trustee employed
within the Holding Trustee's Office, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, and, in the case of any certification required to be signed
by a Responsible Officer, such an officer whose name appears on a list of
corporate trust officers furnished to the Trustor by the Holding Trustee, as
such list may from time to time be amended.
"Retained Public Bonds": The Class D and Class E Bonds.
"Rule 144A": Rule 144A under the Securities Act.
"Scheduled Payments": Any of the Class S Scheduled Payments and the
Class X Scheduled Payments, as applicable.
"Securities Act": The Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.
"Servicer": The Master Servicer or the Special Servicer, as
applicable.
"Servicer Event of Default": One or more of the events described
in Section 9.01 of the Servicing Agreement.
"Servicing Agreement": The Servicing Agreement dated as of February
1, 1999, among the Issuer, the Indenture Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, and any amendments or supplements thereto.
"Servicing Expense": Any fees, expenses or advances payable or
reimbursable to the Master Servicer or the Special Servicer under the Servicing
Agreement or otherwise in connection with the servicing and administration of
the Mortgage Collateral thereunder.
"Servicing Fee": With respect to any Mortgage Loan and (a) the
Master Servicer, the Master Servicer Fee; or (b) the Special Servicer, the
Special Servicing Fee, as applicable.
"Servicing Files": With respect to any Mortgage Loan:
(i) each related appraisal;
(ii) any related physical assessment report;
(iii)any related Environmental Site Assessment;
(iv) each related Insurance Policy required by the terms of the
Mortgage Loan Documents together with proof of payment of
premiums relating thereto; and
(v) any and all documents in the possession of the Mortgage Loan
Seller or any Affiliate or agent thereof generated or obtained in
connection with the origination or servicing of such Mortgage
Loan (other than any document included in the definition of
"Mortgage Loan File").
"Servicing Officer": With respect to any Servicer, any Assistant
Treasurer, Assistant Secretary, Assistant Vice President, Vice President or
other employee of such Servicer or its general partner, if applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans
under the Servicing Agreement and authorized to act on behalf of such Servicer,
as designated by inclusion on a list of such Persons furnished to the Indenture
Trustee and each other Servicer by the related Servicer, as such list may from
time to time be amended by the related Servicer.
"Servicing Transfer Date": The date after (i) the occurrence of a
Servicing Transfer Event and (ii) the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
6.02(c) of the Servicing Agreement.
"Servicing Transfer Event": The occurrence of any of the following
with respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or order
for such proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment, occurred
which is not reasonably susceptible of cure within the time periods and on the
terms and conditions, if any, provided in the related Mortgage; (vii) the
related Mortgaged Property becomes REO Property; (viii) if for any reason, the
Master Servicer cannot enter into an assumption agreement upon the transfer by
the related Mortgagor of the Mortgage; or (ix) an event has occurred which, in
the reasonable judgment of the Master Servicer, has or will materially and
adversely affect the value of the Mortgaged Property.
"Shortfall Amount": Any Class S Shortfall or Class X Shortfall,
as applicable.
"Special Servicer's Appraisal Reduction Estimate": Any estimate of
the value of a Mortgaged Property prepared by the Special Servicer as required
by Section 6.13(a) of the Servicing Agreement.
"Special Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, or its successors in interest or any
successor special servicer appointed as such as provided in the Servicing
Agreement.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Payment Date, an amount equal to one-twelfth of the
product of (a) the Special Servicing Fee Rate and (b) the Stated Principal
Balance of each Specially Serviced Mortgage Loan or REO Mortgage Loan as of the
Due Date in the preceding calendar month, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Special Servicing Fee Rate": A fee rate of 0.45%.
"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect
to which a Servicing Transfer Event has occurred and which has not ceased to be
a Specially Serviced Mortgage Loan pursuant to Section 6.10 of the Servicing
Agreement.
"Specially Serviced Mortgage Loan Status Report": With respect to
any Mortgage Loan, shall have the meaning set forth in Section 6.08 of the
Servicing Agreement.
"Standard & Poor's": Standard & Poor's Rating Services, a division
of the McGraw-Hill Companies, Inc. or its successor in interest.
"State": Any one of the 50 states of the United States of America,
or the District of Columbia.
"Stated Maturity Date": June 1, 2030, which is the Payment Date
occurring two years after the scheduled Loan Maturity Date of the latest
maturing Mortgage Loan.
"Stated Principal Balance": With respect to any Mortgage Loan
(other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (x) the related Cut-Off Date Balance, minus (y) the sum, without
duplication, of:
(i) the principal portion of each Monthly Payment and Balloon Payment
due on such Mortgage Loan after the Cut-Off Date, to the extent
received from the Mortgagor or advanced by the Master Servicer,
Indenture Trustee or Fiscal Agent (in the case of any delinquent
Monthly Payment) and distributed to Bondholders prior to such
date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-Off Date, to the extent distributed to
Bondholders prior to such date of determination.
(iii)the principal portion of all Insurance Proceeds and Liquidation
Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date, to the extent distributed to Bondholders prior to
such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred
prior to the end of the Collection Period for the most recent
Payment Date.
With respect to any REO Mortgage Loan, as of any date of determination, an
amount (not less than zero) equal to (x) the Stated Principal Balance of the
related Mortgage Loan as of the date of the related REO Acquisition, minus (y)
the sum of:
(i) the principal portion of each P&I Advance made with respect to
such REO Mortgage Loan that was distributed to Bondholders prior
to such date of determination; and
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds received with respect to such REO
Mortgage Loan, to the extent distributed to Bondholders prior to
such date of determination.
A Mortgage Loan shall be deemed to be owned by the Issuer and pledged as
Collateral to secure the Bonds and to have an outstanding Stated Principal
Balance through and including the Payment Date on which the proceeds, if any,
received in connection with a Liquidation Event in respect thereof are to be
distributed to Bondholders.
"Successor Person": As defined in Section 3.13(a) of the Indenture.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a Bond.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Bond.
"Transferor": Any Person who is Transferring any Ownership Interest
in a Bond.
"Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer or a Trust Estate) of the United States
Department of the Treasury.
"Trust": The Issuer.
"Trust Estate": The corpus of the Trust created by the Depositor as
of the Closing Date and to be administered pursuant to the Deposit Trust
Agreement, consisting of all of the Issuer's right, title and interest in and to
any and all benefits accruing to the Issuer from: (a) the Mortgage Loans listed
in the Mortgage Loan Schedule annexed to the Indenture as Schedule I, and all
payments thereon after the Cut-Off Date (excluding the right to receive
Prepayment Premiums with respect to the Mortgage Loans), together with the
related Mortgage Loan Files and Servicing Files and the Issuer's interest in any
Mortgaged Property that secured any such Mortgage Loan, but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date;
(b) the rights of the Issuer to enforce remedies against the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement, against the Administrator under the Administration
Agreement, against the Depositor under the Deposit Trust Agreement and, as
assignee of the Depositor, against the Mortgage Loan Seller under the Mortgage
Loan Purchase Agreement or the Loan Originator under the Warranty Agreement; (c)
the Payment Account; (d) the Collection Account; (e) all present and future
claims, demands, causes and choses in action in respect of the foregoing,
including the rights of the Issuer under the Pledged Mortgage Loans; and (f) all
proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"Trustor": The Mortgage Loan Seller, solely in its capacity as the
trustor of the Holding Trust created pursuant to the Holding Trust Agreement.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana or the Commonwealth of Puerto Rico,
the comparable provisions of Louisiana or Puerto Rico Law, as applicable.
"Unaffiliated Party": With respect to any Person, any Person other
than an Affiliate.
"Underwriters": J.P. Morgan Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC (an Affiliate of the Depositor and the
Mortgage Loan Seller).
"Underwriting Agreement": A certain underwriting agreement, dated
March 5, 1999, among the several Underwriters, as purchasers of the Underwritten
Bonds, the Depositor and the Mortgage Loan Seller.
"Underwritten Bonds": The Class A-1, Class A-2, Class S, Class A-3,
Class B and Class C Bonds.
"Uniform Commercial Code" or "UCC": The Uniform Commercial Code as
in effect in any applicable jurisdiction, as amended from time to time.
"U.S. Person": 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 as of
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Bonds which is assigned to any Class of Bond as of the date of determination.
The voting rights shall be (i) (A) 2.0% in the case of the Class S Bonds,
provided that the Voting Rights of the Class S Bonds shall be reduced to zero
upon the payment in full of all the Class S Scheduled Payments and any unpaid
Class S Shortfalls and accrued interest thereon (B) 1.0% in the case of the
Class X Bonds, provided that the Voting Rights of the Class X Bonds will be
reduced to zero upon the payment in full of all the Class X Scheduled Payments
and any unpaid Class X Shortfalls and accrued interest thereon (as used in this
definition, the sum of such percentages from time to time, is referred to as the
"Fixed Voting Rights Percentage"); and (ii) in the case of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to product of (A) 100% minus the Fixed Voting Rights
Percentage multiplied by (B) a fraction, the numerator of which is equal to the
aggregate Outstanding Bond Principal Amount of any such Class (the Bond
Principal Amount of each of the Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-3 Bonds shall be notionally reduced, in that order
and solely for the purposes of determining the Voting Rights of the related
Class on any such Payment Date to the extent of any Appraisal Reduction Amounts
and Realized Losses notionally allocated to such Class, if applicable, on such
Payment Date) and the denominator of which is equal to the aggregate Outstanding
Bond Principal Amounts of all Classes of Bonds (other than the Class S and Class
X Bonds), which shall be reduced solely for this purpose by the aggregate amount
of any Appraisal Reduction Amounts and Realized Losses notionally allocated to
such Classes, if applicable. To the extent that the aggregate of the Appraisal
Reduction Amounts and Realized Losses for any Payment Date exceed the Bond
Principal Amount for any Class, such excess will be applied to notionally reduce
the Bond Principal Amount of the next most subordinate Class of Bonds on such
Payment Date solely for such purpose, provided, however, that no Bond Principal
Amount in respect of any such Class may be notionally reduced below zero. The
Voting Rights of any Class of Bonds shall be allocated among the Bondholders of
such Class in proportion to their respective Percentage Interests.
"Weighted Average Remittance Rate": With respect to any Payment
Date, (i) the rate per annum equal to the weighted average, by Stated Principal
Balance, expressed as a percentage and rounded to eight decimal places, of the
Remittance Rates on the Mortgage Loans prior to giving effect to distributions
thereon in the Collection Period immediately preceding such Payment Date, less
(ii) the Additional Fee Rate; provided that for purposes of calculating the
Weighted Average Remittance Rate, the Mortgage Interest Rates will not reflect
any default interest or increase in a Mortgage Interest Rate occurring after the
related Loan Maturity Date. The Mortgage Interest Rates will also be determined
without regard to any Mortgage Loan modifications, waivers or amendments entered
into after the Cut-Off Date. If a Mortgage Loan accrues interest based on a
360-day year consisting of twelve 30-day months, its interest rate for any month
that is not a 30-day month will be recalculated so that the amount of interest
that would accrue at that rate in such month, calculated based on the actual
number of days elapsed in such month and a 360-day year, will equal the amount
of interest that actually accrues on that Mortgage Loan in that month.
"Workout Fee": The fee payable at the Workout Fee Rate to the
Special Servicer with respect to each Corrected Mortgage Loan.
"Workout Fee Rate": A fee with respect to a Corrected Mortgage Loan
of 1.0% of each collection of interest (other than default interest) and
principal (including Monthly Payments, Principal Prepayments, and Balloon
Payments at the Loan Maturity Date), received on each Corrected Mortgage Loan
for so long as it remains a Corrected Mortgage Loan.
March 10, 1999
Addressees Listed on Schedule A
Re: ICCMAC Multifamily and Commercial Trust 1999-1,
Collateralized Mortgage Bonds, Series 1999-1
----------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 6(f)
of the Underwriting Agreement, dated March 5, 1999 (the "Underwriting
Agreement"), among Imperial Credit Commercial Mortgage Acceptance Corp. (the
"Company"), Imperial Credit Commercial Mortgage Investment Corp. (the "Mortgage
Loan Seller") and J.P. Morgan Securities Inc. as representative of the several
underwriters listed in Schedule I thereto (the "Underwriters"). We have acted as
special counsel to the Company in connection with the issuance of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds, Series
1999-1 (the "Bonds"). The Bonds will be issued by ICCMAC Multifamily and
Commercial Trust 1999-1, a Delaware business trust (the "Issuer") formed
pursuant to the Deposit Trust Agreement, dated as of February 1, 1999 (the
"Deposit Trust Agreement"), between the Company and Wilmington Trust Company, a
Delaware banking corporation, as owner trustee (the "Owner Trustee"), pursuant
to an Indenture, dated as of February 1, 1999 (the "Indenture"), between the
Issuer and LaSalle National Bank, as indenture trustee (in such capacity, the
"Indenture Trustee"). The Company will transfer the entire beneficial ownership
interest in the Issuer (the "Ownership Certificate"), the Class D and Class E
Bonds (collectively, the "Retained Offered Bonds") and the Class F, Class G,
Class H and Class X Bonds (collectively, the "Private Bonds") to the Mortgage
Loan Seller. The Retained Offered Bonds, the Private Bonds and the Ownership
Certificate will be deposited by the Mortgage Loan Seller into ICCMIC Commercial
Holding Trust 1999-1, a Delaware business trust established pursuant to a
Holding Trust Agreement, dated as of February 1, 1999 (the "Holding Trust
Agreement"), by and between the Mortgage Loan Seller and Wilmington Trust
Company, as holding trustee (the "Holding Trustee"). Capitalized terms used and
not otherwise defined herein shall have the meanings given them in the
Indenture.
In rendering the opinions set forth below, we have examined
and relied upon the originals, copies or specimens, certified or otherwise
identified to our satisfaction, of the Indenture, the Servicing Agreement, dated
as of February 1, 1999 (the "Servicing Agreement"), among the Issuer, Banc One
Mortgage Capital Markets, LLC (the "Master Servicer"), the Indenture Trustee and
ABN AMRO Bank N.V., as fiscal agent, the Deposit Trust Agreement, the Holding
Trust Agreement, the Company's Prospectus Supplement, dated March 5, 1999, to
the Company's Prospectus, dated February 19, 1999, relating to the Bonds, and
such certificates, corporate and public records, agreements and instruments and
other documents, including, among other things, the documents delivered on the
Closing Date, as we have deemed appropriate as a basis for the opinion expressed
below. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or
specimens, the authenticity of the originals of such documents, agreements and
instruments submitted to us as copies or specimens, and the accuracy of the
matters set forth in the documents, agreements and instruments we reviewed. As
to any facts material to such opinions that were not known to us, we have relied
upon statements and representations of officers and other representatives of the
Company, the Underwriters, Southern Pacific Bank, the Mortgage Loan Seller, the
Owner Trustee and the Master Servicer and of public officials.
In rendering the opinion set forth below we do not express any
opinion concerning the laws of any jurisdiction other than the Federal income
tax laws of the United States of America. The opinion set forth below is based
upon the Internal Revenue Code of 1986, as amended, regulations of the U.S.
Department of the Treasury and applicable case law and administrative rulings,
all of which is subject to change, and any such change may be retroactive. In
addition, complete assurance cannot be provided that the Internal Revenue
Service will agree with the opinion set forth below. We assume no responsibility
for advising you of any change in the law after the date hereof.
Based upon the foregoing, assuming compliance with all
provisions of the Indenture, the Servicing Agreement, the Deposit Trust
Agreement and the Holding Trust Agreement, in each case as in effect on the
Closing Date, and with any subsequent changes in the law, including any
amendments to the Code or applicable Treasury regulations thereunder, it is our
opinion on the Closing Date and thereafter that the Class A-1, Class A-2, Class
S, Class A-3, Class B, Class C, Class D and Class E Bonds will be treated as
debt for federal income tax purposes. The Issuer, even though it is a taxable
mortgage pool, will not be treated as a taxable corporation separate from the
Mortgage Loan Seller so long as the Mortgage Loan Seller qualifies as a real
estate investment trust under the Internal Revenue Code of 1986, as amended, and
all interests in the Issuer treated as equity for federal income tax purposes or
interests in the Holding Trust continue to be wholly owned directly or
indirectly by the Mortgage Loan Seller (or another corporation qualifying as a
Real Estate Investment Trust ("REIT")), either directly or through such REIT's
wholly owned subsidiaries.
<PAGE>
We are furnishing this letter to you solely for your benefit
in connection with the transactions referred to herein. This letter is not to be
relied upon, used, circulated, quoted or otherwise referred to by any other
person or for any other purpose without our prior written consent.
Very truly yours,
/s/ Cadwalader, Wickersham and Taft
<PAGE>
Schedule A
----------
J.P. Morgan Securities Inc.
Prudential Securities Incorporated
Imperial Capital, LLC
c/o J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
LaSalle National Bank
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust
Services Group-Collateralized Mortgage
Bonds--ICCMAC Commercial Trust 1999-1
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Duff & Phelps Credit Rating Co.
17 State Street, 12th Floor
New York, New York 10004
Standard & Poor's Ratings Services
26 Broadway
New York, New York 10004
